Upland City Council
September 28, 2026

Warehouse and Inventory Technician

> Conducts research to establish the best and most cost-effective source of supplies; develops specifications and bids.
> Maintains vendor lists,supply catalogs,and related records;serves as a liaison between mechanics and vendors;negotiates prices;prepares special and routine reports as needed. > Coordinates and participates in the annual physical audit/count for fleet,operations,street,and utility division inventory and supplies.
> Enters, retrieves, prints, and generates vehicle, equipment, and work order reports from computer information system;maintains equipment maintenance records. > Picks-ups and delivers vehicles as necessary;picks-up parts and supplies as required. > Tracks fuel usage and delivery;determines current fuel prices per gallon based on data from the City's automated system; prepares and submits a variety of mandated fuel related report to regulatory agencies;pays fuel usage taxes;maintains the City's fuel system. > Files smog certificates in preparation of the annual audit by the California Department of Consumer affairs;determines and inputs units requiring smog checks into the City's system. > Implements annual vapor recovery testing and certification required by Southern California Air Quality Management District; coordinates annual underground storage tank monitoring system and testing certification,as required.
> Produces a variety of fleet maintenance reports;inputs new vehicles into the City's system;monitors and updates information to ensure staff performs preventive maintenance on City units;prepares reports for the Police Department to send to the Department of Motor Vehicles; renews license plates for undercover units.
> Orders uniforms for City employees;updates employee uniforms when needed. > Complies with City and mandated safety rules,regulations,and protocols. ➢ Performs other duties as assigned.

QUALIFICATIONS
Knowledge of:
> Practices and principles of public agency purchasing,including competitive bidding procedures. > Materials,supplies,equipment,and tools used in all City services. > Methods and techniques of stock and inventory control,including requisitioning,receiving,storing, and distributing.
> Methods and techniques for developing and evaluating specifications. > Underground storage tank monitoring and testing systems. > California smog check,air quality,and motor vehicle rules and regulations. > Inventory control including automated inventory control programs. > Applicable federal, state, and local laws, codes, and regulations, including the City's Purchasing Ordinance.
> Methods and techniques of scheduling work assignments. > Methods and techniques for record keeping and report preparation and writing. > Occupational hazards and standard safety practices.
> The automotive industry including automotive and diesel mechanics. > Fleet shop operations.
➢ City and mandated safety rules,regulations,and protocols.

Warehouse and Inventory Technician

> Hazard communication,Safety Data Sheet(SDS),hazardous-material storage and handling,battery and tire storage/recycling,spill prevention and response and applicable workplace safety regulations. > Modern equipment and communication tools used for business functions and program,project,and task coordination,including computers and software programs relevant to work performed. > The structure and content of the English language,including the meaning and spelling of words,rules of composition,and grammar.
> Techniques for providing a high level of customer service by effectively dealing with the public, vendors,contractors,and City staff.

Ability to:
> Read and interpret purchase requisitions and specifications. > Analyze bids for consistency with specification requirements. > Evaluate quality and price of products to judge suitability. > Maintain accurate inventories and related records.
> Recognize automotive parts.
> Inspect and issue supplies,fuel,and equipment.
> Evaluate quality and price of automotive products in making purchasing decisions. > Initiate,plan,coordinate,and conduct a physical inventory. > Perform mathematical calculations quickly and accurately, > Interpret,explain,and apply applicable laws,codes,and regulations. > Read,interpret,and record data,information,and documents accurately. > Make sound decisions within established guidelines.
> Follow written and oral directions.
> Observe safety principles and work in a safe manner. > Operate a forklift.
> Use written and oral communication skills.
> Analyze and solve problems.
> Effectively work with interruptions.
> Independently organize work,set priorities,meet critical deadlines,and follow-up on assignments. > Effectively use computer systems, software applications relevant to work performed, and modern business equipment to perform a variety of work tasks.
> Communicate clearly and concisely,both orally and in writing,using appropriate English grammar and syntax.
> Use tact,initiative,prudence,and independent judgment within general policy,procedural,and legal guidelines.
> Establish,maintain,and foster positive and effective working relationships with those contacted in the course of work.

Education and Experience:

Any combination of training and experience that would provide the required knowledge,skills and abilities is qualfing.A typical way to obtain the required qualifications would be:

Education:
> Equivalent to completion of the twelfth(12th)grade,supplemented by specialized training in purchasing principles and practices.

Experience:
i Formatted:Strikethrough
related to automotive fleets.

Warehouse and Inventory Technician

➢ Three(3) years of experience in automotive or equipment parts, purchasing, warehousing, inventory control,storekeeping,fleet operations or a closely related automotive field.

Licenses and Certifications:
possession of a valid Commercial Class"A"or Class"B"California Driver's throughout-employment, License,to be maintained Formatted:Strikethrough t... ... .. .. .... ... ... ...... ... ... ..... ........ ➢ Possession of or successful acquisition within twelve (12) months of appointment, a valid Forklift Operator certification,to be maintained throughout employment.

PHYSICAL DEMANDS
Must possess mobility to work in a standard warehouse setting and work with and around a variety of equipment,parts,and inventory,to operate a motor vehicle and forklift;strength,stamina,and mobility to perform medium physical work;vision to read printed materials and a computer screen;and hearing and speech to communicate in person and over the telephone or radio.The job involves walking and working on slippery surfaces.Finger dexterity is needed to access,enter,and retrieve data using a computer keyboard or calculator.Positions in this classification bend, stoop, kneel, reach, and climb to perform work.Employees must possess the ability to lift,carry,push and pull materials and objects weighing up to 50 pounds on average and heavier weights with the use of proper equipment and/or assistance from other staff.

ENVIRONMENTAL CONDITIONS
Employees primarily work in the warehouse and are exposed to loud noise levels,vibration,chemicals, dust,mechanical hazards,and moving objects or other vehicles.Employees may interact with upset staff and/or public and private representatives and contractors in interpreting and enforcing departmental policies and procedures.

Department/Division:Public Works
Reports To:Operations ManagcrSupervisor-Fleet
Provides Direction To:N/A
Exemption Status:Non-Exempt
Employment Grouping:General
Date Prepared:November 2022
Date Updated:January 23,2023,August 2026

of Up August 2026
FLSA: Non-Exempt
l \
- WAREHOUSE AND INVENTORY TECHNICIAN

DEFINITION
Under general supervision, performs a variety of storekeeping activities, including the receipt, inventory, storage, and issuance of stock related to automotive fleets, fuel, streets, operations, and utilities; initiates purchase orders and purchase requisition orders; purchases, receives, stores, distributes, and maintains an adequate inventory of materials,supplies,parts,tools,and equipment;ensures proper accounting and record keeping; and performs related work as required.

SUPERVISION RECEIVED AND EXERCISED
Receives general supervision from assigned supervisory or management personnel. Exercises no direct supervision over staff.

CLASS CHARACTERISTICS
This journey level classification is responsible for independently performing a full range of storekeeping activities. Positions at this level exercise judgment and initiative in their assigned tasks, receive only occasional instruction or assistance as new or unusual situations arise, and are fully aware of the operating procedures and policies of the work unit.

EXAMPLES OF TYPICAL JOB FUNCTIONS(Illustrative Only)
Management reserves the right to add, modify, change, or rescind the work assignments of different positions and to make reasonable accommodations so qualified employees can perform the essential functions of the job.
➢ Performs a variety of storekeeping activities, including the receipt, inventory, storage, and issuance of stock related to automotive fleets, fuel, streets, operations and utilities; initiates purchase orders and purchase requisition orders; purchases, receives, stores, distributes, and maintains an adequate inventory of materials, supplies, parts, tools, and equipment; ensures proper accounting and record keeping.
➢ Prepares or assists in the preparation of purchase orders; charges purchases to and monitors various account budgets;receives and fills requisitions for specialized orders;processes invoices for inventory control in the City's software program; maintains receiving and accounting records; resolves accounting and receiving discrepancies; maintains the automatic inventory system. ➢ Receives incoming shipments and deliveries; arranges and coordinates delivery of purchased supplies and materials; inspects materials, supplies,and equipment for quality, quantity,and correctness. ➢ Unloads pallets and bulk materials using a forklift;verifies and checks items received against purchase orders and catalogs manufacturer model numbers; returns defective or warranty related materials to vendor.
➢ Notifies appropriate parties of shipment arrival; arranges for delivery to appropriate offices. ➢ Maintains cleanliness, security, and safety within stores area; reports needed repairs to appropriate personnel.
➢ Keeps and maintains organized inventory of parts and materials; keeps abreast of new materials and product lines within the industry.

Warehouse and Inventory Technician

➢ Conducts research to establish the best and most cost-effective source of supplies; develops specifications and bids.
➢ Maintains vendor lists, supply catalogs,and related records; serves as a liaison between mechanics and vendors;negotiates prices;prepares special and routine reports as needed. ➢ Coordinates and participates in the annual physical audit/count for fleet, operations, street, and utility division inventory and supplies.
➢ Enters, retrieves, prints, and generates vehicle, equipment, and work order reports from computer information system;maintains equipment maintenance records. > Picks-ups and delivers vehicles as necessary;picks-up parts and supplies as required. > Tracks fuel usage and delivery; determines current fuel prices per gallon based on data from the City's automated system; prepares and submits a variety of mandated fuel related report to regulatory agencies;pays fuel usage taxes;maintains the City's fuel system. ➢ Files smog certificates in preparation of the annual audit by the California Department of Consumer affairs; determines and inputs units requiring smog checks into the City's system. ➢ Implements annual vapor recovery testing and certification required by Southern California Air Quality Management District; coordinates annual underground storage tank monitoring system and testing certification,as required.
> Produces a variety of fleet maintenance reports; inputs new vehicles into the City's system; monitors and updates information to ensure staff performs preventive maintenance on City units;prepares reports for the Police Department to send to the Department of Motor Vehicles; renews license plates for undercover units.
➢ Orders uniforms for City employees;updates employee uniforms when needed. > Complies with City and mandated safety rules,regulations, and protocols. > Performs other duties as assigned.

QUALIFICATIONS
Knowledge of:
➢ Practices and principles of public agency purchasing, including competitive bidding procedures. ➢ Materials, supplies, equipment, and tools used in all City services. ➢ Methods and techniques of stock and inventory control, including requisitioning, receiving, storing, and distributing.
> Methods and techniques for developing and evaluating specifications. > Underground storage tank monitoring and testing systems. ➢ California smog check, air quality,and motor vehicle rules and regulations. ➢ Inventory control including automated inventory control programs. > Applicable federal, state, and local laws, codes, and regulations, including the City's Purchasing Ordinance.
➢ Methods and techniques of scheduling work assignments. > Methods and techniques for record keeping and report preparation and writing. ➢ Occupational hazards and standard safety practices. ➢ The automotive industry including automotive and diesel mechanics. > Fleet shop operations.
➢ City and mandated safety rules,regulations, and protocols.

Warehouse and Inventory Technician

➢ Hazard communication,Safety Data Sheet(SDS),hazardous-material storage and handling,battery and tire storage/recycling, spill prevention and response and applicable workplace safety regulations. ➢ Modern equipment and communication tools used for business functions and program,project,and task coordination, including computers and software programs relevant to work performed. ➢ The structure and content of the English language, including the meaning and spelling of words,rules of composition, and grammar.
➢ Techniques for providing a high level of customer service by effectively dealing with the public, vendors,contractors, and City staff.

Ability to:
➢ Read and interpret purchase requisitions and specifications. ➢ Analyze bids for consistency with specification requirements. ➢ Evaluate quality and price of products to judge suitability. ➢ Maintain accurate inventories and related records.
➢ Recognize automotive parts.
➢ Inspect and issue supplies,fuel, and equipment.
➢ Evaluate quality and price of automotive products in making purchasing decisions. ➢ Initiate,plan, coordinate, and conduct a physical inventory. ➢ Perform mathematical calculations quickly and accurately, ➢ Interpret, explain, and apply applicable laws, codes, and regulations. ➢ Read,interpret,and record data,information, and documents accurately. ➢ Make sound decisions within established guidelines.
➢ Follow written and oral directions.
➢ Observe safety principles and work in a safe manner. ➢ Operate a forklift.
➢ Use written and oral communication skills.
➢ Analyze and solve problems.
➢ Effectively work with interruptions.
➢ Independently organize work, set priorities,meet critical deadlines, and follow-up on assignments. ➢ Effectively use computer systems, software applications relevant to work performed, and modern business equipment to perform a variety of work tasks.
➢ Communicate clearly and concisely,both orally and in writing,using appropriate English grammar and syntax.
➢ Use tact, initiative, prudence, and independent judgment within general policy, procedural, and legal guidelines.
➢ Establish,maintain,and foster positive and effective working relationships with those contacted in the course of work.

Education and Experience:

Any combination of training and experience that would provide the required knowledge,skills and abilities is qualifying. A typical way to obtain the required qualifications would be:

Education:
➢ Equivalent to completion of the twelfth(12th)grade,supplemented by specialized training in purchasing principles and practices.

Experience:
➢ Three(3) years of experience in automotive or equipment parts, purchasing, warehousing, inventory control, storekeeping, fleet operations or a closely related automotive field.

Warehouse and Inventory Technician

Licenses and Certifications:
➢ Possession of or successful acquisition within twelve (12) months of appointment, a valid Forklift Operator certification,to be maintained throughout employment.

PHYSICAL DEMANDS
Must possess mobility to work in a standard warehouse setting and work with and around a variety of equipment,parts, and inventory,to operate a motor vehicle and forklift; strength, stamina, and mobility to perform medium physical work; vision to read printed materials and a computer screen; and hearing and speech to communicate in person and over the telephone or radio. The job involves walking and working on slippery surfaces.Finger dexterity is needed to access,enter,and retrieve data using a computer keyboard or calculator. Positions in this classification bend, stoop, kneel, reach, and climb to perform work. Employees must possess the ability to lift,carry,push and pull materials and objects weighing up to 50 pounds on average and heavier weights with the use of proper equipment and/or assistance from other staff

ENVIRONMENTAL CONDITIONS
Employees primarily work in the warehouse and are exposed to loud noise levels, vibration, chemicals, dust, mechanical hazards, and moving objects or other vehicles. Employees may interact with upset staff and/or public and private representatives and contractors in interpreting and enforcing departmental policies and procedures.

Department/Division: Public Works
Reports To: Operations Supervisor-Fleet
Provides Direction To: N/A
Exemption Status: Non-Exempt
Employment Grouping: General
Date Prepared: November 2022
Date Updated: January 23, 2023,August 2026

Fa of opaq November 025August 2026
,,' FLSA:Non-Exempt

ENVIRONMENTAL COMPLIANCE INSPECTOR I/II

DEFINITION
Under immediate (Environmental Compliance Inspector I) or general (Environmental Compliance Inspector II)supervision,performs a variety of technical inspection,monitoring,and compliance duties to ensure various programs comply with City and mandated environmental regulations,and policies;conducts field inspections,sampling,monitoring,and enforcement activities;operates specialized sampling tools and equipment;collects and records data;prepares reports;maintains a variety of records and files;and performs related work as required.

SUPERVISION RECEIVED AND EXERCISED
Receives immediate (Environmental Compliance Inspector I) or general (Environmental Compliance Inspector II) supervision from assigned supervisory or management personnel. Exercises no direct supervision over staff.

CLASS CHARACTERISTICS
Environmental Compliance Inspector I: This is the entry-level classification in the Environmental Compliance Inspector series. Initially under close supervision, incumbents learn and perform routine program inspection and monitoring duties. As experience is gained, assignments become more varied, complex,and difficult;close supervision and frequent review of work lessen as an incumbent demonstrates skill to perform the work independently.Positions at this level usually perform most of the duties required of the positions at the Environmental Compliance Inspector II level but are not expected to function at the same skill level and usually exercise less independent discretion and judgment in matters related to work procedures and methods.Work is usually supervised while in progress and fits an established structure or pattern.Exceptions or changes in procedures are explained in detail as they arise.

Environmental Compliance Inspector II: This is the fully qualified journey-level classification in the Environmental Compliance Inspector series. Positions at this level are distinguished from the Environmental Compliance Inspector I by the performance of the full range of duties as assigned,working independently, and exercising judgment and initiative. Positions at this level receive only occasional instruction or assistance as new or unusual situations arise and are fully aware of the operating procedures and policies of the work unit.

Positions in the Environmental Compliance Inspector class series are flexibly staffed; positions at the Environmental Compliance Inspector II level are normally filled by advancement from the Environmental Compliance Inspector I level;progression to the Environmental Compliance Inspector II level is dependent on (i) management affirmation that the position is performing the full range of duties assigned to the classification;(ii)satisfactory work performance;(iii)the incumbent meeting the minimum qualifications for the classification including any licenses and certifications; and (iv) management approval for progression to the Environmental Compliance Inspector II level.

EXAMPLES OF TYPICAL JOB FUNCTIONS(Illustrative Only)
Management reserves the right to add, modify, change, or rescind the work assignments of different positions and to make reasonable accommodations so qualified employees can perform the essential functions of the job.

Positions at the Environmental Compliance Inspector I level may perform some of these duties and responsibilities in a learning capacity

Environmental Compliance Inspector I/II

> Monitors,inspects,investigates,and ensures compliance with City and mandated environmental health and safety laws,rules,regulations,and policies for various programs,including pretreatment,Fats,Oils, and Grease,National Pollutant Discharge&Elimination System(NPDES),Municipal Separate Storm Sewer System(MS4)storm water inspection,water conservation,and landfill programs. > Schedules and conducts field tests;collects samples and takes readings or measurements of wastewater, storm water, groundwater, reclaimed water, landfill gas, landfill condensate, and other materials; ensures proper sampling methods and chain-of-custody protocols have been followed; prepares inspection reports detailing physical sites,present hazards,and detected contaminant levels. > Inspects,monitors,and conducts sampling at various categorical and non-categorical commercial and industrial sites, including conducting comprehensive inspections of new and existing industry, restaurants, and contaminated projects for compliance with fats, oils, and grease programs and wastewater discharge regulations;evaluates environmental risks associated with industrial processes and activities;ensures hazardous chemicals are stored in accordance with regulations. > Conducts inspections and investigates reports of commercial,industrial,and residential properties for violations and prohibitions of reported water waste,unauthorized water use, and the discharge of stormwater to the City's storm drain system;enforces wastewater and stormwater regulations and City ordinances.
➢ Meets and corresponds with industrial,commercial,and residential users to interpret and implement federal,state,and local regulations,ordinances,and policies of environmental compliance programs; issues notices of violation,administrative citations,and other enforcement actions in accordance with established procedures.
> Enters,updates,and maintains database for compliance tracking and reporting for the non-domestic wastewater discharge permit program,regional wastewater treatment plant,water reclamation plant operations,landfill groundwater,water waste,condensate and gas control systems,and sewer utility and storm water utility enterprise;monitors customer water usage reports and analyzes data to detect potential leaks, excessive consumption,or non-compliance with conservation standards; inputs rule violations,investigations,and findings;generates reports from the database. ➢ Prepares written inspection reports and related documentation for assigned program(s); maintains inspection documentation and records as required in accordance with established City records management procedures.
> Assists with the preparation of wastewater, storm water, reclaimed water, groundwater, water conservation,landfill gas,and other regulatory compliance reports for submittal to local,regional,state, and federal agencies.
➢ Calibrates, maintains, and properly operates wastewater and landfill gas monitoring and metering equipment such as samplers,flow meters,pH meters,TDS-EC meters,gas detectors,and OVA-FID landfill gas detectors.
> Conducts inspections of post-closure landfill site operations with inspectors from local and state regulatory agencies.
> Organizes,maintains,and documents all required information for enforcement of City code as directed by federal, state, and local requirements; prepares technical reports, evidence, and documentation; conducts follow up sampling and inspections.
➢ Reads, interprets, applies, and explains regulations and standards to customers; provides public education and outreach related to assigned program(s);responds to public inquiries regarding area of assignment.
> Observes and complies with City and mandated safety rules, regulations, and protocols; assists in developing,implementing,and revising procedures,policies,and programs to improve environmental

Environmental Compliance Inspector I/II

and water conservation compliance.
➢ Evening and/or weekend work may be required for some assignments. > Performs other duties as assigned.

QUALIFICATIONS
Positions at the Environmental Compliance Inspector I level may exercise some of these knowledge and abilities statements in a learning capacity.

Knowledge of:
➢ Principles, practices, methods, techniques, and regulatory requirements of assigned program(s), including monitoring,inspection,and compliance requirements. ➢ Applicable federal, state, and local laws, rules, regulations, ordinances, and procedures relevant to assigned area of responsibility.
> Methods of collecting,preserving,and documenting applicable samples. > Principles and practices of stormwater discharge management. > Practices and techniques related to wastewater and/or hazardous materials sampling and sample handling.
> Practices and techniques of performing industrial facility and process inspections. > Principles of chemical,biological,and related sciences. > Occupational hazards,standard safety procedures,and related safety equipment. > Principles and practices of data collection and technical report preparation. > Methods of conducting field investigations
> Enforcement procedures mandated by the Environmental Protection Agency. > Operational characteristics of various job-related tools and equipment including samplers,flow meters, pH meters,TDS-EC meters,gas detectors,and OVA-FID landfill gas detectors. > Basic chemistry,biology,and mathematical calculations related to environmental testing and analysis. > Principles and procedures of recordkeeping and report writing. > City and mandated safety rules,regulations,and protocols. > Public communication techniques for providing a high level of customer service,educating customers about assigned area of responsibility,and effectively dealing with the public,vendors,contractors,and City staff.
➢ The structure and content of the English language,including the meaning and spelling of words,rules of composition,and grammar.
➢ Modern equipment and communication tools used for business functions and program,project,and task coordination,including computers and software programs relevant to work performed.

Ability to:
➢ Inspect,investigate,identify issues,monitor,and ensure compliance with City and mandated rules and regulations surrounding assigned program(s).
➢ Conduct field tests, take readings and measurements, monitor water usage, and collect samples of wastewater,storm water,groundwater,landfill gas,landfill condensate,and other samples matrices. ➢ Calibrate, maintain, and properly and safely operate wastewater and landfill gas monitoring and metering equipment such as samplers, flow meters,pH meters, TDS-EC meters,gas detectors,and OVA-FID landfill gas detectors.
> Understand,interpret, and apply all pertinent laws, codes,regulations,policies and procedures,and standards relevant to work performed.
➢ Assemble data and prepare reports and maintain records of testing and findings.

Environmental Compliance Inspector I/II

➢ Read and interpret a variety of meters, gauges, and recording charts to identify problems and recommend corrective actions.
➢ Learn and understand the organization and operation of the City and of outside agencies as necessary to assume assigned responsibilities.
➢ Organize,maintain,and update office database and records systems. ➢ Prepare clear and concise reports,correspondence,and other written materials. ➢ Make accurate arithmetic and statistical computations. ➢ Establish and maintain a variety of filing,recordkeeping,and tracking systems. ➢ Independently organize work, set priorities, meet critical deadlines, and follow-up on assignments within established guidelines.
➢ Use tact,initiative,prudence,and independent judgment within general policy,procedural,and legal guidelines.
➢ Effectively use computer systems, software applications relevant to work performed, and modern business equipment to perform a variety of work tasks.
➢ Communicate clearly and concisely,both orally and in writing,using appropriate English grammar and syntax with the public,business owners,and regulatory agencies. ➢ Establish,maintain,and foster positive and effective working relationships with those contacted in the course of work.

Education and Experience:

Any combination of training and experience that would provide the required knowledge,skills,and abilities is qual(ing.A typical way to obtain the required qualifications would be:

Education:
*--Environmental Compliance Inspector UII: Equivalent to completion of the twelfth (126) grade, supplemented by college level coursework in chemistry,environmental science,water technology or a related field.

Formatted:Font color:Black
Experience:
➢ Environmental Compliance Inspector I: One (1) year of responsible experience performing environmental compliance inspections and/or monitoring related to assigned area of responsibility. *—Environmental Compliance Inspector II: Three (3) years of increasingly responsible experience performing inspections,sampling,and compliance monitoring related to assigned area of responsibility.

Licenses and Certifications:
➢ Environmental Compliance Inspector UII: Possession of a valid California Driver's License, to be maintained throughout employment.
*—Environmental Compliance Inspector I: Possession of, or successful acquisition within twelve (12) months from appointment,a valid Industrial Waste Inspector or Environmental Compliance Inspector Grade I certification,to be maintained throughout employment. ➢ Environmental Compliance Inspector II: Possession of a valid Industrial Waste Inspector or Environmental Compliance Inspector Grade I certification,to be maintained throughout employment, =(Formatted:Font:Times New Roman (12)months of appointment,a valid California Water Environmental Association(CWEA)Wastewater Collection System Maintenance Grade I(C 1)certification,to be maintained throughout employment. ,When Assigned to Water Use Efficiency:, [Formatted:Font:11 pt,No underline,Font color:Auto 1 ➢ Environmental Compliance Inspector I/II-Water Use Efficiency:Possession of,or ability to obtain,a Formatted:Font:11 pt,No underline,Font color:Auto Water Use Efficiency Practitioner Level 1 Certification issued by the American Water Works Association(AWWA-CA/NV)within twelve(12)months.

Environmental Compliance Inspector I/II

,When Assigned to Sewer; [Formatted:Font:11 pt,No underline,Font color:Auto ➢ Environmental Compliance Inspector II Sewer:Possession of,or successful acquisition within twelve [Formatted:Font:11 pt,No underline,Font color:Auto (12)months of appointment,a valid California Water Environmental Association(CWEA)Wastewater Collection System Maintenance Grade I(C-1 certification to be maintained throw•hout employment. ........ ._._.._.... a [Formatted:Font:10 pt,Not Bold,No underline

PHYSICAL DEMANDS
Formatted:Normal,Left
When assigned to an office environment,must possess mobility to work in a standard office setting and use standard office equipment,including a computer;vision to read printed materials and a computer screen; and hearing and speech to communicate in person and over the telephone;ability to stand and walk between work areas may be required.Finger dexterity is needed to access,enter,and retrieve data using a computer keyboard or calculator and to operate standard office equipment.Positions in this classification occasionally bend,stoop,kneel,reach,push,and pull drawers open and closed to retrieve and file information.

When assigned to field inspection,must possess mobility to work in changing site conditions;possess the strength,stamina,and mobility to perform light to medium physical work;to sit,stand,and walk on level, uneven,or slippery surfaces;to reach,twist,turn,kneel,and bend,to climb and descend ladders;and to operate a motor vehicle and visit various City sites;vision to inspect site conditions and work in progress.

The job involves fieldwork requiring frequent walking in operational areas to identify problems or hazards, with exposure to hazardous materials in some site locations. Employees must possess the ability to lift, carry,push,and pull materials and objects averaging a weight of 50 pounds,or heavier weights,in all cases with the use of proper equipment and/or assistance from other staff.

ENVIRONMENTAL CONDITIONS
Employees work in an office environment with moderate noise levels,controlled temperature conditions, and no direct exposure to hazardous physical substances.Employees also work in the field and are exposed to loud noise levels, cold and hot temperatures, inclement weather conditions,road hazards,vibration, confining workspace,chemicals,mechanical and/or electrical hazards,and hazardous physical substances and fumes.Employees may interact with upset staff and/or public and private representatives in interpreting and enforcing departmental policies and procedures.

Department/Division:Public Works
Reports To:Environmental Compliance Program Manager
Provides Direction To:N/A
Exemption Status:Non-Exempt
Employment Grouping:General
Date Prepared: November 2022
Date Updated:January 23,2023;November 10,2025,August 5,2026

4 of -4 August 2026
FLSA: Non-Exempt
ae
Rtt�gl ENVIRONMENTAL COMPLIANCE INSPECTOR I/II

DEFINITION
Under immediate (Environmental Compliance Inspector I) or general (Environmental Compliance Inspector II) supervision,performs a variety of technical inspection,monitoring, and compliance duties to ensure various programs comply with City and mandated environmental regulations,and policies;conducts field inspections,sampling,monitoring,and enforcement activities;operates specialized sampling tools and equipment;collects and records data;prepares reports;maintains a variety of records and files;and performs related work as required.

SUPERVISION RECEIVED AND EXERCISED
Receives immediate (Environmental Compliance Inspector I) or general (Environmental Compliance Inspector II) supervision from assigned supervisory or management personnel. Exercises no direct supervision over staff.

CLASS CHARACTERISTICS
Environmental Compliance Inspector I: This is the entry-level classification in the Environmental Compliance Inspector series. Initially under close supervision, incumbents learn and perform routine program inspection and monitoring duties. As experience is gained, assignments become more varied, complex,and difficult; close supervision and frequent review of work lessen as an incumbent demonstrates skill to perform the work independently. Positions at this level usually perform most of the duties required of the positions at the Environmental Compliance Inspector II level but are not expected to function at the same skill level and usually exercise less independent discretion and judgment in matters related to work procedures and methods. Work is usually supervised while in progress and fits an established structure or pattern.Exceptions or changes in procedures are explained in detail as they arise.

Environmental Compliance Inspector II: This is the fully qualified journey-level classification in the Environmental Compliance Inspector series. Positions at this level are distinguished from the Environmental Compliance Inspector I by the performance of the full range of duties as assigned,working independently, and exercising judgment and initiative. Positions at this level receive only occasional instruction or assistance as new or unusual situations arise and are fully aware of the operating procedures and policies of the work unit.

Positions in the Environmental Compliance Inspector class series are flexibly staffed; positions at the Environmental Compliance Inspector II level are normally filled by advancement from the Environmental Compliance Inspector I level;progression to the Environmental Compliance Inspector II level is dependent on (i) management affirmation that the position is performing the full range of duties assigned to the classification; (ii) satisfactory work performance; (iii) the incumbent meeting the minimum qualifications for the classification including any licenses and certifications; and (iv) management approval for progression to the Environmental Compliance Inspector II level.

EXAMPLES OF TYPICAL JOB FUNCTIONS(Illustrative Only)
Management reserves the right to add, modify, change, or rescind the work assignments of different positions and to make reasonable accommodations so qualified employees can perform the essential functions of the job.

Positions at the Environmental Compliance Inspector I level may perform some of these duties and responsibilities in a learning capacity.

Environmental Compliance Inspector I/II

➢ Monitors,inspects,investigates,and ensures compliance with City and mandated environmental health and safety laws,rules,regulations,and policies for various programs,including pretreatment,Fats,Oils, and Grease,National Pollutant Discharge&Elimination System(NPDES),Municipal Separate Storm Sewer System(MS4) storm water inspection,water conservation,and landfill programs. ➢ Schedules and conducts field tests;collects samples and takes readings or measurements of wastewater, storm water, groundwater, reclaimed water, landfill gas, landfill condensate, and other materials; ensures proper sampling methods and chain-of-custody protocols have been followed; prepares inspection reports detailing physical sites,present hazards, and detected contaminant levels. > Inspects, monitors, and conducts sampling at various categorical and non-categorical commercial and industrial sites, including conducting comprehensive inspections of new and existing industry, restaurants, and contaminated projects for compliance with fats, oils, and grease programs and wastewater discharge regulations; evaluates environmental risks associated with industrial processes and activities; ensures hazardous chemicals are stored in accordance with regulations. ➢ Conducts inspections and investigates reports of commercial, industrial, and residential properties for violations and prohibitions of reported water waste, unauthorized water use, and the discharge of stormwater to the City's storm drain system; enforces wastewater and stormwater regulations and City ordinances.
➢ Meets and corresponds with industrial, commercial, and residential users to interpret and implement federal, state, and local regulations, ordinances, and policies of environmental compliance programs; issues notices of violation, administrative citations, and other enforcement actions in accordance with established procedures.
➢ Enters, updates, and maintains database for compliance tracking and reporting for the non-domestic wastewater discharge permit program, regional wastewater treatment plant, water reclamation plant operations, landfill groundwater, water waste, condensate and gas control systems, and sewer utility and storm water utility enterprise; monitors customer water usage reports and analyzes data to detect potential leaks, excessive consumption, or non-compliance with conservation standards; inputs rule violations, investigations,and findings;generates reports from the database. ➢ Prepares written inspection reports and related documentation for assigned program(s); maintains inspection documentation and records as required in accordance with established City records management procedures.
➢ Assists with the preparation of wastewater, storm water, reclaimed water, groundwater, water conservation,landfill gas,and other regulatory compliance reports for submittal to local,regional,state, and federal agencies.
➢ Calibrates, maintains, and properly operates wastewater and landfill gas monitoring and metering equipment such as samplers, flow meters, pH meters, TDS-EC meters, gas detectors, and OVA-FID landfill gas detectors.
> Conducts inspections of post-closure landfill site operations with inspectors from local and state regulatory agencies.
➢ Organizes,maintains,and documents all required information for enforcement of City code as directed by federal, state, and local requirements; prepares technical reports, evidence, and documentation; conducts follow up sampling and inspections.
➢ Reads, interprets, applies, and explains regulations and standards to customers; provides public education and outreach related to assigned program(s); responds to public inquiries regarding area of assignment.
➢ Observes and complies with City and mandated safety rules, regulations, and protocols; assists in developing, implementing, and revising procedures,policies, and programs to improve environmental

Environmental Compliance Inspector I/II

and water conservation compliance.
➢ Evening and/or weekend work may be required for some assignments. ➢ Performs other duties as assigned.

QUALIFICATIONS
Positions at the Environmental Compliance Inspector I level may exercise some of these knowledge and abilities statements in a learning capacity.

Knowledge of:
➢ Principles, practices, methods, techniques, and regulatory requirements of assigned program(s), including monitoring,inspection,and compliance requirements. > Applicable federal, state, and local laws, rules, regulations, ordinances, and procedures relevant to assigned area of responsibility.
➢ Methods of collecting,preserving,and documenting applicable samples. ➢ Principles and practices of stormwater discharge management. ➢ Practices and techniques related to wastewater and/or hazardous materials sampling and sample handling.
➢ Practices and techniques of performing industrial facility and process inspections. > Principles of chemical,biological, and related sciences. > Occupational hazards, standard safety procedures,and related safety equipment. ➢ Principles and practices of data collection and technical report preparation. ➢ Methods of conducting field investigations
➢ Enforcement procedures mandated by the Environmental Protection Agency. > Operational characteristics of various job-related tools and equipment including samplers,flow meters, pH meters, TDS-EC meters,gas detectors, and OVA-FID landfill gas detectors. ➢ Basic chemistry,biology, and mathematical calculations related to environmental testing and analysis. ➢ Principles and procedures of recordkeeping and report writing. ➢ City and mandated safety rules,regulations, and protocols. > Public communication techniques for providing a high level of customer service, educating customers about assigned area of responsibility,and effectively dealing with the public,vendors,contractors,and City staff.
> The structure and content of the English language, including the meaning and spelling of words,rules of composition, and grammar.
➢ Modern equipment and communication tools used for business functions and program,project,and task coordination, including computers and software programs relevant to work performed.

Ability to:
> Inspect,investigate,identify issues,monitor,and ensure compliance with City and mandated rules and regulations surrounding assigned program(s).
➢ Conduct field tests, take readings and measurements, monitor water usage, and collect samples of wastewater, storm water,groundwater, landfill gas,landfill condensate, and other samples matrices. > Calibrate, maintain, and properly and safely operate wastewater and landfill gas monitoring and metering equipment such as samplers, flow meters, pH meters, TDS-EC meters, gas detectors, and OVA-FID landfill gas detectors.
➢ Understand, interpret, and apply all pertinent laws, codes, regulations, policies and procedures, and standards relevant to work performed.
➢ Assemble data and prepare reports and maintain records of testing and findings.

Environmental Compliance Inspector I/II

➢ Read and interpret a variety of meters, gauges, and recording charts to identify problems and recommend corrective actions.
➢ Learn and understand the organization and operation of the City and of outside agencies as necessary to assume assigned responsibilities.
➢ Organize,maintain, and update office database and records systems. ➢ Prepare clear and concise reports,correspondence, and other written materials. ➢ Make accurate arithmetic and statistical computations. ➢ Establish and maintain a variety of filing,recordkeeping, and tracking systems. ➢ Independently organize work, set priorities, meet critical deadlines, and follow-up on assignments within established guidelines.
➢ Use tact, initiative, prudence, and independent judgment within general policy, procedural, and legal guidelines.
➢ Effectively use computer systems, software applications relevant to work performed, and modern business equipment to perform a variety of work tasks.
➢ Communicate clearly and concisely,both orally and in writing,using appropriate English grammar and syntax with the public,business owners, and regulatory agencies. ➢ Establish,maintain,and foster positive and effective working relationships with those contacted in the course of work.

Education and Experience:

Any combination of training and experience that would provide the required knowledge,skills, and abilities is qualifying. A typical way to obtain the required qualifications would be:

Education:

Environmental Compliance Inspector UII: Equivalent to completion of the twelfth (12t1i) grade, supplemented by college level coursework in chemistry, environmental science, water technology or a related field.

Experience:
➢ Environmental Compliance Inspector I: One (1) year of responsible experience performing environmental compliance inspections and/or monitoring related to assigned area of responsibility. ➢ Environmental Compliance Inspector II: Three (3) years of increasingly responsible experience performing inspections,sampling,and compliance monitoring related to assigned area of responsibility.

Licenses and Certifications:
➢ Environmental Compliance Inspector I/II: Possession of a valid California Driver's License, to be maintained throughout employment.
➢ Environmental Compliance Inspector I: Possession of, or successful acquisition within twelve (12) months from appointment, a valid Industrial Waste Inspector or Environmental Compliance Inspector Grade I certification,to be maintained throughout employment. ➢ Environmental Compliance Inspector II: Possession of a valid Industrial Waste Inspector or Environmental Compliance Inspector Grade I certification,to be maintained throughout employment.

When Assigned to Water Use Efficiency:
➢ Environmental Compliance Inspector UII -Water Use Efficiency: Possession of, or ability to obtain, a Water Use Efficiency Practitioner Level 1 Certification issued by the American Water Works Association(AWWA-CA/NV)within twelve(12)months.

Environmental Compliance Inspector I/II

When Assigned to Sewer:
> Environmental Compliance Inspector II: Possession of, or successful acquisition within twelve (12) months of appointment, a valid California Water Environmental Association (CWEA) Wastewater Collection System Maintenance Grade I(C-1)certification,to be maintained throughout employment.

PHYSICAL DEMANDS
When assigned to an office environment,must possess mobility to work in a standard office setting and use standard office equipment, including a computer; vision to read printed materials and a computer screen; and hearing and speech to communicate in person and over the telephone;ability to stand and walk between work areas may be required.Finger dexterity is needed to access,enter,and retrieve data using a computer keyboard or calculator and to operate standard office equipment.Positions in this classification occasionally bend, stoop,kneel,reach,push, and pull drawers open and closed to retrieve and file information.

When assigned to field inspection, must possess mobility to work in changing site conditions; possess the strength, stamina, and mobility to perform light to medium physical work;to sit, stand, and walk on level, uneven, or slippery surfaces; to reach, twist, turn, kneel, and bend, to climb and descend ladders; and to operate a motor vehicle and visit various City sites;vision to inspect site conditions and work in progress.

The job involves fieldwork requiring frequent walking in operational areas to identify problems or hazards, with exposure to hazardous materials in some site locations. Employees must possess the ability to lift, carry,push,and pull materials and objects averaging a weight of 50 pounds,or heavier weights,in all cases with the use of proper equipment and/or assistance from other staff

ENVIRONMENTAL CONDITIONS
Employees work in an office environment with moderate noise levels, controlled temperature conditions, and no direct exposure to hazardous physical substances. Employees also work in the field and are exposed to loud noise levels, cold and hot temperatures, inclement weather conditions, road hazards, vibration, confining workspace, chemicals, mechanical and/or electrical hazards, and hazardous physical substances and fumes.Employees may interact with upset staff and/or public and private representatives in interpreting and enforcing departmental policies and procedures.

Department/Division: Public Works
Reports To: Environmental Compliance Program Manager
Provides Direction To: N/A
Exemption Status: Non-Exempt
Employment Grouping: General
Date Prepared: November 2022
Date Updated: January 23, 2023; November 10, 2025, August 5, 2026

,.., Up`q� CITYUPLAND
. ` "The City of Gracious Living"
l'lrFORoi''''
DATE: September 28,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:MARCELO A.BLANCO,POLICE CHIEF

ERIC DIVINCENZO,POLICE SERGEANT
SUBJECT: CONSIDER APPROVAL OF A FIRST AMENDMENT TO A PROFESSIONAL SERVICES

AGREEMENT FOR METROLINK SECURITY SERVICES
RECOMMENDED ACTION:

It is recommended that the City Council approve Amendment No. 1 to the Professional Services Agreement between the City of Upland and American Global Security,Inc. for Metrolink Station Security Guard Services and authorize the City Manager to execute the amendment.

GOAL STATEMENT
The proposed action supports the City's goal of providing required Metrolink Station Security Guard Services.

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

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

Previously,the City contracted with American Global Security,Inc. (American Global Security)for security services at the Metrolink station. The previous Professional Services Agreement with American Global Security expired on June 30,2026.

On July 1,2026,the City entered into a three-month Professional Service Agreement with American Global Security for Metrolink Station Security Guard Services. This agreement was intended to provide temporary security services while staff conducted the Request for Proposal process for Metrolink Station Security Services.

ISSUES AND ANALYSIS
The City received proposals from 31 companies in response to this Request for Proposal (RFP), which closed on August 31, 2026 at 5:00 pm. Adequately reviewing this volume of proposals and awarding a new contract requires time that will extend beyond the expiration of the previous three-month agreement with American Global Security, which ends on September 30,2026.

American Global Security has satisfactorily provided security guard services at the Metrolink Station throughout the duration of the previous contract. Staff recommend that the City extend the agreement for one(1)additional month to provide continuity of services while the RFP process is completed.

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

FISCAL IMPACTS
The total cost for the one(1)month extension is not to exceed$14,000. Funds are available in the Metrolink Parking Contract Services Account No. 1013208-5253-54130.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

AMENDMENT NO. #1 TO

PROFESSIONAL SERVICES AGREEMENT

WITH AMERICAN GLOBAL SECURITY
This Amendment No. #1 to the Professional Services Agreement is made and entered into as of October 1, 2026 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and AMERICAN GLOBAL SECURITY, a California corporation("Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, the City and the Consultant have entered into an agreement, dated July 1, 2026, for the purpose of providing Metrolink Station Security Guard Services (the "Original Agreement").

B. WHEREAS, the Parties now desire to amend the Original Agreement in order to extend the term of the Original Agreement to October 31 , 2026, and to include additional funds for the continued performance of the services in accordance with the compensation provisions of the Original Agreement.

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

AGREEMENT

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

2. Term. The term of the Original Agreement shall be extended through October 31, 2026, unless earlier terminated.

3. Compensation. The compensation for services performed pursuant to this Amendment No. 1 extended term shall not exceed the cost as described in Exhibit B, increasing the total not-to-exceed compensation of the Original Agreement by $14,000, for a total contract amount not to exceed $63,000. Work shall be performed at the rates set forth in the Original Agreement.

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

5. Electronic Transmission. A manually signed copy of this Amendment No. 1 which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this -1-

Amendment No. 1 for all purposes. This Amendment No. 1 may be signed using an electronic signature.

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

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

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

CITY OF UPLAND AMERICAN GLOBAL SECURITY
APPROVED BY:

Michael Blay Sulaiman Abdul Wardak
City Manager Regional Vice President
ATTESTED BY:

Noman Wardak
Manager
Keri Johnson, CMC
City Clerk
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney
-3-

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of July 1, 2026 by and between the City of Upland, a public agency organized and operating under the laws of the State of California with its principal place of business at 460 N. Euclid Avenue, Upland, CA 91786 ("City"), and American Global Security, Inc., a California Corporation with its principal place of business at 9410 Topanga Canyon Blvd, Ste 202, Chatsworth Ca 91311 (hereinafter referred to as "Consultant").

City and Consultant are sometimes individually referred to as "Party" and collectively as "Parties" in this Agreement.

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

Metrolink Station Security Guard Services (hereinafter referred to as "the Project").

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

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

AGREEMENT
NOW, THEREFORE, IT IS AGREED AS FOLLOWS:

1. Services.

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

2. Compensation.
a. Subject to paragraph 2(b) below, the City shall pay for such services in accordance with the Schedule of Charges set forth in Exhibit "B." b. The total amount authorized for services rendered by Consultant under this Agreement is$ 49,000. This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within thirty (30) days of receipt of an invoice which includes a detailed description of the work performed.

Payments to Consultant for work performed will be made on a monthly billing basis. c. The City Manager may approve Additional Work, as further defined in Section 3, up to ten percent (10%) of the amount of the Agreement up to fifty thousand dollars ($50,000.00). Any additional work in excess of this amount shall be approved by the City Council.

3. Additional Work.
1 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

4. Maintenance of Records.

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

5. Term.

The term of this Agreement shall be from July 1, 2026 to September 30, 2026, unless earlier terminated as provided herein. The Parties may, by mutual, written consent, extend the term of this Agreement if necessary to complete the Project. Consultant shall perform its services in a prompt and timely manner within the term of this Agreement and shall commence performance upon receipt of written notice from the City to proceed ("Notice to Proceed"). The Notice to Proceed shall set forth the date of commencement of work.

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

7. Compliance with Law.
a. Consultant shall comply with all applicable laws, ordinances, codes and regulations of the federal, state and local government, including Cal/OSHA requirements. b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies. c. If applicable, Consultant is responsible for all costs of cleanup and/or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.
2 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D

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.

Provider enters into this Agreement as an independent contractor and not as an employee of the City. The Provider shall have no power or authority by this Agreement to bind the City in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Provider are employees, agents, contractors or subcontractors of the Provider and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Provider by any such employees, agents, contractors subcontractors, or any other person resulting from performance of this Agreement.

Provider agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Agreement is based on such independent investigation and research. 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 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D 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) Contractual Liability with respect to this Agreement (7) Property Damage
(8) Independent Contractors Coverage
(iv) The policy shall contain no endorsements or provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement.
(v) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status using ISO endorsement forms CG 20 10 10 01 and 20 37 10 01, or endorsements providing the exact same coverage. (vi) The general liability program may utilize either deductibles or provide coverage excess of a self-insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured. b. Automobile Liability
(i) At all times during the performance of the work under this Agreement, the Consultant shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non-owned and hired vehicles, in a form and with insurance companies acceptable to the City.
(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. 4 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

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

Combined Single Limit
Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this 5 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

Further, the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
6 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D h. Qualifying Insurers
(i) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:
(1) Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A: VIII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

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

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

12. Indemnification.
a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify 7 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of"design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.

13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is one thousand dollars ($1,000) or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code Section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. c. This Agreement may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant's sole responsibility to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.
8 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D

14. Verification of Employment Eligibility.

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

15. City Material Requirements.

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

16. Laws and Venue.

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

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California.

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

18. Documents. Except as otherwise provided in "Termination or Abandonment," above, all original field notes, written reports, drawings and specifications and other documents, produced or developed for the Project shall, upon payment in full for the services described in this Agreement, be furnished to and become the property of the City.

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

20. Limitation of Agreement.
9 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D This Agreement is limited to and includes only the work included in the Project described above.

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

CITY: CONSULTANT:

City of Upland 9420 Topanga Canyon Blvd. Ste 201 460 N. Euclid Avenue Chatsworth, CA 91311
Upland, CA 91786 Attn: Christian Mable
Attn: Marci Williams
Police Lieutenant
and shall be effective upon receipt thereof.

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

23. Equal Opportunity Employment.

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

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

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

26. Successors and Assigns
10 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each Party to this Agreement. However, Consultant shall not assign or transfer by operation of law or otherwise any or all of its rights, burdens, duties or obligations without the prior written consent of City. Any attempted assignment without such consent shall be invalid and void.

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

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

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

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

When funding for the services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit "D" (Federal Requirements) attached hereto and incorporated herein by reference ("Federal Requirements"). With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control.
[SIGNATURES ON FOLLOWING PAGE]
11 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN

CITY OF UPLAND
AND
AMERICAN GLOBAL SECURITY, INC.

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

CITY OF UPLAND AMERICAN GLOBAL SECURITY, INC.

DocuSigned by:
�� Signed by:

By: 66,41 By: Sou oi Qb/ L (Pa(a
F9Beee r4SA...

Michael Blay
City Manager Its: Regional Vp
Printed Name:Sulaiman Abdul Wali
ATTESTED BY:

Signed by:

DocuSigned by: ne I(Polk.��. By:
/�'tlyo o(,;cb3USSE U4bu..
"-r421AorosD:347A.. Manager
Keri Johnson, CMC Its:

City Clerk
Printed Name: Noman Wardak
(Two signatures required for corporations pursuant to California Corporations Code Section 313, unless corporate documents authorize only one person to sign this Agreement on behalf of the corporation.)
APPROVED AS TO FORM:

Signed by:

Signed
as rice
er,.,d3KLF.,e82,
Best Best& Krieger LLP
City Attorney
12 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D

EXHIBIT A

CITY OF UPLAND

SCOPE OF SERVICES

METROLINK STATION SECURITY GUARD SERVICES
Scope of Services
The Vendor shall provide professional Security Guards (Unarmed), equipment, tools, materials, supervision, and other items necessary to perform security patrol services as indicated throughout this RFP. The successful Vendor must be able to perform to the minimum standards stated herein.

The City expressly reserves the right and is at the City's sole discretion to request the removal and replacement of any security guards who, in the City's opinion is for any reason unsatisfactory.

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

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

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

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

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

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

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

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

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

2.1. Estimates. The following days/times are current estimates as provided by Metrolink. Metrolink operation schedules/times of day are subject to adjustments in relation to rider demand. In the event of Metrolink schedule adjustments, Security Services will be required to adjust accordingly. 13 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D A. Metrolink Station —300 E. A Street. Total hours per week = 117.0 Monday thru Friday 4:00am-9:00pm (17.0 hrs. per day)
Saturday 7:00am-11 :OOpm (16.0 hrs. per day)
Sunday 7:00am-11 :OOpm (16.0 hrs. per day)
Designated Metrolink Parking Lots are officially located at the following locations:

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

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

Provide Security Guard services for Metrolink Train Station and adjoining parking lots. Services include platform security, patrol routes, and parking lot surveillance. Perform random patrols that cannot easily be timed by people planning to execute illicit activities while security's attention is elsewhere. Vendor is to furnish, install, and maintain electronic patrol tour verification devices at these locations. Note — Station Platform Security Guard visual presence shall occur during all train service stop times.

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

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

C. Shift: "Shift" as used herein is the period services are to be provided at a given facility during a 24-hour period. Example: M-TH, 7am-7pm is four twelve-hour shifts per week with each shift beginning at 7:00 am and ending at 7:00 pm regardless of how the vendor covers the shift.

4. General Requirements
A. Vendor shall possess a current private operator's number/Private Patrol Permit number from the State of California Department of Consumer affairs, bureau of Security and Investigative Services. The contract will be automatically nullified should the license become expired, suspended or revoked.

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

C. Vendor shall have no record of unsatisfactory performance. Vendors who are or have been deficient in current or recent contract performance, in the absence of circumstances properly beyond the control of the Vendor, shall be presumed to be unable to meet this requirement.
14 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D D. Security Guards provided by the successful Vendor shall be registered with the California Department of Consumer Affairs and shall possess a current, valid Guard Registration Card issued by the California Bureau of Security and Investigative Services while on duty.

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

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

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

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

I. Vendor shall ensure that Security Guards are neat in appearance, wear a uniform with name tag and security officer badge as normally worn in commercial security J. Vendor shall furnish, install and maintain electronic post management/patrol tour verification devices at all locations for which services are provided under said contract.

K. Post Management/Tour Verification System shall;

1. Use either RFID tags, bar codes, QR codes or other approved devices at all security locations.

2. Log the hours of patrol through individual scans as guards pass the point.

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

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

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

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

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

8. Have the capability to be back online with 72 hours of an outage. Failure to have the tour verification system online within 72 hours will result in deductions pursuant 15 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D to "Special Provisions" Section 7. A.
16 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D L. Vendor shall provide flashlights, batteries, cell phones, radios, security vehicles, reporting forms, electronic patrol tour verification devices and other supplies needed to perform duties as described herein.

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

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

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

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

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

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

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

T. Additional service charges shall be in accordance with those rates quoted herein. Any changes in scope, schedules, additional services, etc. shall be subject to payment denial unless documented in writing by way of an Addendum and signed by both parties.

U. In accordance with Proposal Summary Sheet-9, Guard Mobility Options are defined as the following.
17 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D

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

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

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

Note—Vendor to provide secure location/storage regarding options#2 &#3. 18 99999.92017\45263027.1

Docusign Envelope ID: DC57C738-8F0D-80AC-8055-C684F40B427D EXHIBIT "B"

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

The undersigned hereby declare that we have carefully examined the location of the proposed services, and have read and examined the Contract Documents, including all conditions, specifications, and all Addenda, if any, for Metrolink Station Security Guard Services.

We hereby propose to furnish all labor, materials, equipment, tools, transportation, PPE, and services, and to discharge all duties and obligations necessary and required to perform and complete the Project based on the unit prices for the following:
city 9l llpla rk0:M91roI11111 5latlon
Typenl ILK Geiel SoH,yksr 1.454,151e9'a.d Ya A.14.41...12.41 6h1C se ph.Oa1CcRMra i.. FIf Fee Seriet 12 ❑ D ❑ ❑ ■ ■ L i ❑ San.ice Overview Schedule S Pleura NOpaue Lunen Pai MI..D .14a11 2510 To Sap 311 21126 a ay=llouua Slav Time End Time Hwaa Per al OT Per Oar L,ad,tlwa-a Pand S ups OVarlFkr Ow arch] 1 Rand. 4.90 NI 906 PN 17.90 OaanElty CVehirle,) 9 rueeday 490 AN 5-01 PHI 1 T.90 Reaata,Rate 524.99 WedMM1a1 49M AN 9.00 PM f7.M OVNl.N Hale 697.41 ihuaday 1--00 A11 701 PR 1799 Holiday Rake 597.49 Feday 4A6 AN 290 P11 17.110 Yehiete Rate 50.05 Saturday 7-00 NI 01 50 P11 1 i90 Extra'Nonlhry Flat Fee WAS Sunday 7-00 AN 11A4 Pit 1590 Patrol Shop Rake 5745 ree.,h, 1PN4,1 Marl W,nlh Ens Oays Reg.rrwusRepdv.Ra 5WMMn.Hou,sfNnlN0RaWWHMWay Revs Hdldasrlie!Hellas,Tata1[Mrlme TOY Holiday TOtyMelude Henn WhISt Ral Wilt,rags Pa1rd 51enn?al,et R.H.Fatal Falai Velerfes Plorehly Tolat le,aea Jill 120213 J91 91 21120 31 509 524.95 997A9 16 I WAS ;577569.97 1949.04 513,109A1 3431,1 11,14 4411 2026 Awl 21 2026 91 147 324.99 597.49 I 537.49 1 512,919.19 512,919.113 eeplemcw 451 511p1 2116 Sap 30 2026 31 05 $24.19 537.49 17 I 537.49 1 312,120.15 1537.33 I 512,757.11 Overall rotas 92 1105 3 I 1....:..... I . :• I . 7 I I .L,l .': WW2,:
00021,l011u4 N9TE51 CONMF.HTS
Al 045141115..e,eayviMes,AGS c5,61.asany 141,Oy arlwq Tram CI40ys shay,.en Ow estxnatae eabuat,p,a sewn a0aee Tams In Npa0s Thal In 051 Telal Rea7Nr Hans Tel&Ovedle.Flews Total noway Hoare Telal Pa,rela Tplai Ve11,.;1. Fe.A FI7I Fees Thal Call Cat'mn,e auru9nt7: 9 Mm11M 925414 of 4ayisc 1545 Rel4lar Roars 4 9rcrlims Nun 331191114y Rpaa 531.947.11 T4411 etre
civir, July 30, 2026
Signed: Date:

Christian Mable Account Manager
Name: Title:
19 99999.92017\45263027.1

Or UN

CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits City Officers from participating in any action concerning a license, permit,other entitlement for use,franchise, or contract(collectively"license, permit,or contract") if they receive political contribution(s)from a party, or its agent(s), totaling more than $250 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 $250 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 $250 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? YES If yes, please identify the Council Member(s):
� NO
Answering yes to either of the two questions above does not preclude the Upland City Council from awarding a contract or approving an application or any subsequent action. It does, however, preclude the identified Council Member(s)from participating in any actions related to your proposal or application. 09/16/2026 OD.

Date Signature of authorized individual
Sulaiman Abdul Wall
Company/Applicant Name
(Levine Act definitions on reverse side)

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

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

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

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

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

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

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

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

4<�°v °p`qt CITFUP LAND
oid "The City of Gracious Living"
DATE: September 28,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN R.ARRULA,ASSISTANT CITY MANAGER
RICHARD GONZALES,DEPUTY PUBLIC WORKS DIRECTOR—UTILITIES ROSA GUTIERREZ,ENGINEERING MANAGER—UTILITIES

EMILY SAUCEDO,MANAGEMENT ANALYST
SUBJECT: EMERGENCY REPAIR WORK FOR 26 W. 15TH STREET TRANSFER STATION UPDATE RECOMMENDED ACTION:

It is recommended that the City Council receive and file the status update related to the KSM Electric,Inc. contract for emergency repair work at the 26 W. 15th Street Transfer Station.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining critical public works and utilities support facilities in good operable conditions in order to provide safe and reliable water service to the community.

BACKGROUND
On February 9,2026,the City Council adopted Resolution No. 6866 declaring an emergency condition and approved the emergency repair work at the 26 W. 15th Street Transfer Station.This included approval to execute a contract with KSM Electric,Inc. The emergency action was necessary to address facility conditions requiring immediate repair to maintain safe and reliable operations. Per the City's Purchasing Policy, emergency purchases require a recurring update during City Council agendas until such time as the work is completed.

The work generally includes electrical system repairs, replacement of damaged or failing electrical components, troubleshooting and restoration of power and control systems,and associated work necessary to restore the facility to safe and operational condition.Following Council authorization,staff completed contract execution and advanced the project into implementation, including conducting a pre-construction meeting with KSM Electric, Inc. and its subcontractors and issuing the Notice to Proceed effective April 2,2026.

ISSUES AND ANALYSIS
KSM's permit application remains under review, and coordination efforts are ongoing to address agency comments and facilitate permit issuance. City staff continue to review and process contractor material submittals as they are received to support upcoming construction activities and maintain project readiness.

The replacement motor has been delivered and is available for installation upon receipt of the necessary permits and approvals. KSM will proceed with the traffic control services required to support construction activities. The underground conduit repairs have been completed,and replacement of the SCADA system can now be scheduled and coordinated.Construction activities are anticipated to resume in the coming weeks following delivery of the soft start panel and receipt of all necessary permits and approvals.

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
There is no fiscal impact associated with this action.

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

*4-

CITFUPLAND
"The City of Gracious Living"
�lrFOR�i�
DATE: September 28,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN R.ARRULA,ASSISTANT CITY MANAGER

JESSICA GORDON,DEPUTY PUBLIC WORKS DIRECTOR-OPERATIONS
SUBJECT: EMERGENCY REMEDIATION&RESTORATION EFFORTS FOR CITY HALL-UPDATE RECOMMENDED ACTION:

It is recommended that the City Council receive and file the status update related to the emergency remediation and restoration efforts for City Hall.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining critical public works and utilities support facilities in good operable conditions in order to provide safe and reliable water service to the community.

BACKGROUND
On June 17,2026,City Hall experienced a significant sewer overflow after a blockage resulted in approximately 600 gallons of sewage backing up through multiple toilets. Staff responded immediately,coordinating with a professional plumber, restoration contractor, and City Sewer staff to stop the overflow, clear the blockage, and begin extraction and cleanup.

Full remediation began the following morning,including industrial air scrubbers and dehumidifiers, asbestos testing, environmental consultation, and removal of affected carpet, drywall, and plaster. All impacted areas were professionally cleaned and sanitized, with laboratory testing confirming there were no remaining contamination concerns.Additional suspected asbestos materials discovered in the lobby required further testing and briefly delayed work in that area.Full remediation was completed on June 26,2026. While remediation efforts were underway,staff began working on restoration efforts including gathering quotes and identifying timelines.

On August 10,2026,the City Council adopted Resolution No.6903 declaring an emergency condition and authorized the City Manager to approve purchases and execute contracts related to the restoration of City Hall following a sewer overflow event. The emergency action was necessary to address facility conditions requiring immediate repair to maintain safe and reliable operations. Per the City's Purchasing Policy, emergency purchases require a recurring update during City Council agendas until such time as the work is completed.

ISSUES AND ANALYSIS
Restoration efforts continue to move forward. Cleanout valves,a backflow device,and sewer pipe relining have been completed to help prevent future blockages and provide easier access for preventive maintenance.Drywall and plaster repairs,including painting,are also complete.The first phase of flooring replacement is scheduled to begin September 29,2026.

Restoration work will be completed in phases and,where possible,scheduled during weekends and other low-impact periods to minimize disruptions to staff,customers,public meetings,and normal City Hall operations.

ENVIRONMENTAL DETERMINATION
The receipt of this status update is not a project subject to the California Environmental Quality Act("CEQA")because it is an administrative activity that will not result in a direct or reasonably foreseeable indirect physical change in the environment pursuant to CEQA Guidelines §15378(b)(5). In addition, the emergency remediation and restoration work is exempt from CEQA pursuant to CEQA Guidelines §15269(b),which exempts emergency repairs to publicly owned service facilities necessary to maintain services essential to public health, safety, or welfare. Finally, the proposed restoration work is also categorically exempt under CEQA Guidelines §15301(d)because it consists of the

restoration or rehabilitation of an existing public facility damaged by the sewer overflow to meet current standards of public health and safety,with no expansion of the facility's existing use.

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

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

4<�°v °p`qt CITFUP LAND
oid "The City of Gracious Living"
DATE: September 28,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN ARRULA,ASSISTANT CITY MANAGER

JESSICA GORDON,DEPUTY DIRECTOR OF PUBLIC WORKS

JESSICA GANDARA,RECREATION&COMMUNITY SERVICES MANAGER

MATT SLAGLE,FACILITIES SUPERVISOR
SUBJECT: CONSIDER THE APPROVAL OF AN AMENDMENT TO THE AGREEMENT WITH

ANTHESIS FOR CUSTODIAL SERVICES
RECOMMENDED ACTION:

It is recommended that the City Council approve Amendment No. 1 to the agreement with Anthesis and authorize the City Manager to execute the amendment.

GOAL STATEMENT
The proposed action supports the City's goal of maintaining first rate facilities,thus enhancing the desirability of the City of Upland as a place to live and strengthen community image.

BACKGROUND
The Public Works Department is responsible for the maintenance and custodial upkeep of facilities throughout the City including the City Hall,Public Works Yard,Police Station,former Fire Station 2,Library,Magnolia Recreation Center,Gibson Senior Center,and Carnegie and Landecena Community Buildings.

On August 14,2023,the City Council approved an agreement with Anthesis for daily custodial services at Magnolia Recreation Center,Gibson Senior Center,and Landecena Community Buildings.The term of the agreement was three (3)years with three(3)additional one-year options to renew.

Over the past three(3)years,Anthesis has provided custodial services to the City at the Magnolia Recreation Center, Gibson Senior Center, and Landecena Community Building. During this period, Anthesis has consistently met or exceeded the City's expectations for service, demonstrating reliability, professionalism, attention to detail, and responsiveness to staff needs. The assigned enclave of workers,under the supervision of a dedicated job coach,has provided consistent custodial services and has established a successful working relationship with Recreation and Community Services staff.

Assembly Bill (AB) 339 (effective January 1, 2026)requires local public agencies to provide recognized employee organizations with at least 45 days'written notice prior to issuing an RFP,RFQ,or renewing or extending a contract for services that are currently performed by represented employees.

On July 16, 2026, the City provided notice to AFSCME, Local 20 regarding the proposed contract. The City subsequently met with AFSCME, Local 20 on August 17 and September 3, 2026 to answer questions and address concerns, fulfilling the requirements of AB 339. Following completion of the process,the City determined that the proposed contract presented for approval represents the most efficient, effective, and fiscally prudent approach to providing maintenance and custodial services for the City's facilities.

As staff worked to finalize the proposed contract amendment and meet Assembly Bill 339 notification requirements, Anthesis continued providing custodial services at the Magnolia Recreation Center, Gibson Senior Center, and Landecena Community Building on a month-to-month basis for the months of July, August, and September 2026.

This arrangement allowed the City to maintain continuity of custodial services at these facilities while staff completed the amendment process.

ISSUES AND ANALYSIS
Based on Anthesis' satisfactory performance and the City's ongoing custodial service needs, staff recommends approval of an amendment to extend the existing agreement and expand the scope of services. The proposed amendment will continue custodial services at the Magnolia Recreation Center,Gibson Senior Center,and Landecena Community Building and add custodial services at City Hall and the Upland Public Library. The expanded services at City Hall and the Upland Public Library are proposed to commence October 1,2026.The amended agreement will remain in effect through June 30,2027.

The expanded services will provide continuity of custodial services, establish consistent service standards across additional City facilities,and allow the City to continue utilizing a contractor with an established record of satisfactory performance.Continuing with the existing service provider also eliminates the operational and administrative impacts associated with transitioning the services to a new contractor.

In addition to the operational considerations, continuation of the City's partnership with Anthesis is consistent with the City's commitment to fostering an inclusive and compassionate community. In 2022, the City Council adopted Resolution No. 6641, establishing Upland as a Compassionate Community. The Resolution recognizes that "Compassionate Communities is a global movement that brings people together to build and promote healthy, equitable, and resilient communities" and affirms that "the City of Upland will promote compassion through educational efforts and deliberate actions."
Anthesis' program provides employment opportunities for individuals with disabilities within a structured and supportive work environment.The organization's performance under the existing agreement has demonstrated that its workforce is capable of meeting the City's custodial service requirements while supporting the City's broader commitment to equity,inclusion,and compassionate community partnerships.Expansion of the agreement to include City Hall and the Upland Public Library would allow the City to continue advancing these objectives while addressing an identified operational need.

Based on the successful performance of Anthesis,the continuity of services provided during the contract amendment process, and the City's need for custodial services at City Hall and the Upland Public Library, staff recommends approval of the proposed amendment. The amendment will provide for continued custodial services at the Magnolia Recreation Center, Gibson Senior Center,and Landecena Community Building,with expanded services at City Hall and the Upland Public Library beginning October 1,2026.The amended agreement will expire June 30,2027.

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

FISCAL IMPACTS
The total cost for the one-year extension of agreement and additional facilities is$172,500. The recommended fiscal breakdown is as follows:
• Building Maintenance Recreation Facilities Account No. 7544203-5245($32,500) • Building Maintenance Senior Center Account No. 7544205-5245 ($32,500) • Building Maintenance Landecena Account No. 7544210-5245 ($32,500) • Building Maintenance City Hall Account No. 7545601-5245 ($37,500) • Building Maintenance Library Account No. 7541510-5245 ($37,500)

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

AMENDMENT NO. 1 TO

CUSTODIAL SERVICES AGREEMENT WITH ANTHESIS
This Amendment No. 1 to the Custodial Service Agreement is made and entered into as of September 28, 2026 ("Effective Date"), by and between the City of Upland, a municipal corporation ("City") and Anthesis, a nonprofit organization ("Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, the City and the Consultant have entered into an agreement, dated August 1, 2023, for the purpose of providing Janitorial Services (the "Original Agreement").

B. WHEREAS, the Parties now desire to amend the Original Agreement in order to extend the term of the Original Agreement for an additional term of one (1) year, and to revise the compensation schedule to reflect a three percent (3%) increase to the bid item pricing for the continued performance of services in accordance with the compensation provisions of the Original Agreement.

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

AGREEMENT

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

2. Term. Effective July 1, 2026, this agreement is between Anthesis and the City of Upland for the extension and expansion of janitorial/portering services to be provided at the following locations: Magnolia Recreation Center located at 651 W. 15th Street, Upland, CA 91786; the Landecena Community Building located at 1325 San Bernardino Road, Upland, CA 91786; the Gibson Senior Center located at 250 N. Third Avenue, Upland, CA 91786. Beginning October 1, 2026 the expansion of services will take effect and include the Upland City Hall located at 460 N. Euclid Avenue, Upland, CA 91786; The Upland Library located at 450 N. Euclid Avenue, Upland, CA 91786. This MOU stipulates conditions of the relationship between Anthesis and the City of Upland for the mutual provision of supported employment services.

3. Compensation. City of Upland agrees to pay the flat monthly rate of$7,500 for one enclave the months of July, August and September 2026. Starting October 1, 2026 the payment of fees will be the monthly flat rate of $8,000 per enclave per month -1-

for a total monthly flat rate of $16,000. The flat monthly rate will increase on January 1, 2027 to the rate of$8,500 per enclave for a total of$17,000. This increase is due to State of California minimum wage increases. There is no charge for the services provided by the Job Coach.

4. Labor Code Requirements. If the Services are being performed as part of an applicable "janitorial" project, then pursuant to Labor Code Sections 1420 through 1434, the Consultant and all subconsultants performing such Services must be registered with the Division of Labor Standards and provide required sexual harassment training as specified in Labor Code sections 1423 and 1429.5.

If the Services being performed are part of an applicable "janitorial" project, then pursuant to the California Displaced Janitors Opportunity Act (Labor Code Sections 1060 through 1065), the Contractor shall comply with all applicable requirements of the Act. The Act provides that Contractor shall retain all eligible janitorial employees employed by the prior contractor for a transitional period of at least sixty (60) days under the same wages, hours, and working conditions previously provided, unless otherwise required by law or a collective bargaining agreement. Written notice is to be provided to eligible displaced janitorial employees of their right to transitional employment, the length of the transitional period, and the terms and conditions of employment. At the end of the transitional period, Contractor is to perform a written performance evaluation of each retained employee, and those employees which receive a satisfactory evaluation shall be offered continued employment by the Contractor. Additional recordkeeping and compliance measures apply to the Contractor, and by submitting a proposal the Contractor certifies to their knowledge and acceptance of the requirements of the Act.

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

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

7. Counterparts. This Amendment No. 1 may be signed in counterparts, each of which shall constitute an original.
-2-

[SIGNATURES ON FOLLOWING PAGE]

SIGNATURE PAGE FOR
AMENDMENT NO. 1 TO THE JANITORIAL/PORTERING SERVICES

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

CITY OF UPLAND CONSULTANT
APPROVED BY: ANTHESIS
Terri Perkins
Michael Blay Director of Employment Programs
City Manager
ATTEST:

Keri Johnson
City Clerk
APPROVED AS TO FORM:

Best Best & Krieger LLP
City Attorney
-3-

EXHIBIT A
Scope of Work
This Scope of Work applies to the janitorial/portering services to be performed at the following locations: Magnolia Recreation Center located at 651 W. 15th Street, Upland, CA 91786; the Landecena Community Building located at 1325 San Bernardino Road, Upland, CA 91786; the Gibson Senior Center located at 250 N. Third Avenue, Upland, CA 91786; The expanded Scope of Work includes the Upland City Hall located at 460 N. Euclid Avenue, Upland, CA 91786; The Upland Library located at 450 N. Euclid Avenue, Upland, CA 91786.

It is proposed that the two (2) Anthesis enclaves will be transported by the job coaches to and from the worksites on a daily basis. Established services will be conducted within a 5 days a week, 6-hour day timeframe. The City will provide all materials and equipment needed to perform the services indicated below.
• Ensure all entry ways are free of debris
• Clean entry doors
• Maintain cleanliness of lobbies, reception areas, and workstations/cubicles • Ensure kitchens and breakrooms are cleaned and sanitized • Empty all site trash cans daily
• Clean City-owned event furniture at specific sites • Dust and mop all carpet-free areas
• Mop carpet-free areas as necessary or requested
• Remove cobwebs from walls and ceiling surfaces
• Clean baseboards
• Maintain cleanliness of all restrooms which includes walls, floors, fixtures and maintain appropriate stocking levels of supplies
• Report maintenance and/or safety issues to designated City staff members • Maintain outdoor/common areas as directed and/or requested -4-

CITY OF UPLAND

AGREEMENT FOR GENERAL SERVICES

1. PARTIES AND DATE
This Agreement for Janitorial Services ("Agreement") is made and entered on this 1st day of August, 2023 by and between the City of Upland, a 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 Anthesis, a non-profit organization with its principal place of business at 1063 W. 6th Street, Ontario, CA 91762 ("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 janitorial services required by City on the terms and conditions set forth in this Agreement.

Contractor represents that it is experienced in providing janitorial services to public clients, is licensed in the State of California, and is familiar with the plans of City.

2.2 Project.

City desires to engage Contractor to render such services for the regular janitorial maintenance of the Magnolia Recreation Center located at 651 W. 15th Street Upland, CA 91786 and the Landecena Family Community Center located at 1325 San Bernardino Road Upland, CA 91786 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 City all labor, services, and incidental and customary work, with City providing all materials and supplies necessary for Contractor to provide the services regarding the Project as set forth in Exhibit "B" attached hereto and incorporated herein by reference ("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 September 1, 2023 through 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.

3.2 Compensation.

BB&K(2020) 1 AGREEMENT FOR GENERAL SERVICES

3.2.1 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 during the entire term of this Agreement shall not exceed the foregoing amount of two hundred fifty-five thousand dollars ($255,000.00) without written approval of City's Manager.

3.2.2 Payment of Compensation. Contractor shall submit to City a monthly invoice which are due and payable within thirty (30) days from receipt of invoice. A 1.5% per month (18% annum)will be charged on all past due invoices. indicates work completed and hours of Services rendered by Contractor. Contractor reserves the right to cancel said contract upon twenty (20) days' notice if payment for services is not received and customer fails to cure the missed payment within the 20-day period.

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

3.2.4 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, not to exceed fifty thousand dollars ($50,000.00). In no event shall the total sum of the Extra Work(basic compensation 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 Responsibilities of Contractor.

3.3.1 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 of City. Contractor retains the right to perform similar or different services for others during the term of this Agreement. Any 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. Neither City, or any of its officials, officers, directors, employees or agents shall have control over the conduct of Contractor or any of Contractor's officers, employees or agents, except as set forth in this Agreement. 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
(a) 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, BB&K(2020) 2 AGREEMENT FOR GENERAL SERVICES

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..

3.3.2 Schedule of Services/Time for Performance.
(a) 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 skilled 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. (b) Neither City nor Contractor 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 a Force Majeure Event. A Force Majeure Event shall mean an event that materially affects a Party's performance and is one or more of the following: (1) Acts of God or other natural disasters; (2) terrorism or other acts of a public enemy; (3) orders of governmental authorities (including, without limitation, unreasonable and unforeseeable delay in the issuance of permits or approvals by governmental authorities that are required for the services); (4) strikes and other organized labor action occurring at the site and the effects thereof on the services, only to the extent such strikes and other organized labor action are beyond the control of Contractor and its subcontractors, and to the extent the effects thereof cannot be avoided by use of replacement workers; and (5) pandemics, epidemics or quarantine restrictions. For purposes of this section, "orders of governmental authorities," includes ordinances, emergency proclamations and orders, rules to protect the public health, welfare and safety, and other actions of a public agency applicable to the services and Agreement.
(c) Should a Force Majeure Event 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. Force Majeure Events and/or delays, regardless of the Party responsible for the delay, shall not entitle Contractor to any additional compensation.

Notwithstanding the foregoing in this section, the City may still terminate this Agreement in accordance with the termination provisions of this Agreement.

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

3.3.4 Substitution of Key Personnel. Contractor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Contractor may substitute other personnel BB&K(2020) 3 AGREEMENT FOR GENERAL SERVICES

of at least equal competence and experience upon written approval of City. In the event that City and Contractor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to City, or who are determined by City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by Contractor at the request of City. The key personnel for performance of this Agreement are as follows: Terri Perkins — Anthesis Director of Employment Programs & Jessica Gandara City of Upland Recreation & Community Services Manager.

3.3.5 City's Representative. City hereby designates Jessica Gandara — Recreation & Community Services 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 City for all purposes under this Agreement. Contractor shall not accept direction or orders from any person other than City's Representative or his or her designee.

3.3.6 Contractor's Representative. Contractor hereby designates Terri Perkins —Anthesis Director of Employment Programs, 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 Contractor for all purposes under this Agreement. 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.

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

3.3.8 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 contractors in the same discipline in the State of California. Contractor represents and maintains that it is skilled in the 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. 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 any required business license, and that such licenses and approvals shall be maintained throughout the term of this Agreement. Contractor shall perform, at its own cost and expense and without reimbursement from City, any services necessary to correct errors or omissions which are caused by Contractor's failure to comply with the standard of care provided for herein and shall be fully responsible to City for all damages and other liabilities provided for in the indemnification provisions of this Agreement arising from the Contractor's errors and omissions. Any employee of Contractor or its subcontractors who is determined by 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 City, shall be promptly removed from the Project by Contractor and shall not be re-employed to perform any of the Services or to work on the Project.

3.3.9 Laws and Regulations. Contractor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting BB&K(2020) 4 AGREEMENT FOR GENERAL SERVICES

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 Contractor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to City, Contractor shall be solely responsible for all costs arising therefrom. Contractor shall defend, indemnify and hold City, its officials, 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.

3.3.10 Insurance.
(a) 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. Failure to provide and maintain all required insurance shall be grounds for the City to terminate this Agreement for cause. (b) Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, the Contractor, in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Contractor agrees to amend, supplement or endorse the policies to do so.
(1) Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office "occurrence" form CG 00 01, or the exact equivalent, with limits of not less than $1,000,000 per occurrence and no less than $2,000,000 in the general aggregate. Defense costs shall be paid in addition to the limits. The policy shall contain no endorsements or provisions (1) limiting coverage for contractual liability; (2) excluding coverage for claims or suits by one insured against another (cross-liability); (3) products/completed operations liability; or (4) containing any other exclusion(s) contrary to the terms or purposes of this Agreement. (2) Automobile Liability Insurance: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 00 01 covering "Any Auto" (Symbol 1), or the exact equivalent, covering bodily injury and property damage for all activities with limits of not less than $1,000,000 combined limit for each occurrence. (3) Workers' Compensation: Workers' Compensation Insurance, as required by the State of California and Employer's Liability Insurance with a limit of not less than $1,000,000 per accident for bodily injury and disease. (c) Insurance Endorsements. Required insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms approved by the City to add the following provisions to the insurance policies:
(1) Commercial General Liability: (1) Additional Insured: The City, its officials, officers, employees, agents, and volunteers shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement.

BB&K(2020) 5 AGREEMENT FOR GENERAL SERVICES

Additional Insured Endorsements shall not (1) be restricted to "ongoing operations"; (2) exclude "contractual liability"; (3) restrict coverage to "sole" liability of Contractor; or (4) contain any other exclusions contrary to the terms or purposes of this Agreement. For all policies of Commercial General Liability insurance, Contractor shall provide endorsements in the form of ISO CG 20 10 10 01 and 20 37 10 01 (or endorsements providing the exact same coverage) to effectuate this requirement. (2) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Automobile Liability. (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium.
(3) Workers' Compensation: (1) Cancellation: Required insurance policies shall not be canceled or the coverage reduced until a thirty (30) day written notice of cancellation has been served upon the City except ten (10) days shall be allowed for non-payment of premium. (2) Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the City, its officials, officers, employees, agents, and volunteers.
(d) Primary and Non-Contributing Insurance. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the City, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.
(e) Waiver of Subrogation. All required insurance coverages shall contain or be endorsed to waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers 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, and shall require similar written express waivers and insurance clauses from each of its subcontractors. (f) Deductibles and Self-Insured Retentions. Any deductible or self- insured retention must be approved in writing by the City and shall protect the City, its officials, officers, employees, agents, and volunteers in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.
(g) Evidence of Insurance. The Contractor, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates on forms approved by the City, together with all endorsements affecting each policy. Required insurance policies shall not be in compliance if they include any limiting provision or endorsement that has not been submitted to the City for approval. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15 days) prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced and not replaced immediately so as to avoid a lapse in the required coverage, Contractor shall, within ten (10) days after receipt of written notice of such BB&K(2020) 6 AGREEMENT FOR GENERAL SERVICES

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 or companies.
(h) Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and authorized to transact business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
(i) Enforcement of Agreement Provisions (non estoppel). Contractor acknowledges and agrees that actual or alleged failure on the part of the City to inform Contractor of non-compliance with any requirement imposes no additional obligation on the City nor does it waive any rights hereunder.
a) Requirements Not Limiting. Requirement of specific coverage or minimum limits contained in this Section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. (k) Additional Insurance Provisions
(1) The foregoing requirements as to the types and limits of insurance coverage to be maintained by Contractor, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Contractor pursuant to this Agreement, including but not limited to, the provisions concerning indemnification.
(2) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Contractor or City will withhold amounts sufficient to pay premium from Contractor payments. In the alternative, City may cancel this Agreement.
(3) The City may require the Contractor to provide complete copies of all insurance policies in effect for the duration of the Project. (4) Neither the City nor any of its officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
(5) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Contractor from liability in excess of such coverage, nor shall it limit the Contractor's indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
(6) 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.

BB&K(2020) 7 AGREEMENT FOR GENERAL SERVICES

(I) Insurance for Subcontractors. Contractor shall include all subcontractors engaged in any work for Contractor relating to this Agreement as additional insureds under the Contractor's policies, or the Contractor shall be responsible for causing subcontractors to purchase the appropriate insurance in compliance with the terms of these Insurance Requirements, including adding the City, its officials, officers, employees, agents, and volunteers as additional insureds to the subcontractor's policies. All policies of Commercial General Liability insurance provided by Contractor's subcontractors performing work relating to this Agreement shall be endorsed to name the City, its officials, officers, employees, agents and volunteers as additional insureds using endorsement form ISO CG 20 38 04 13 or an endorsement providing equivalent coverage. Contractor shall not allow any subcontractor to commence work on any subcontract relating to this Agreement until it has received satisfactory evidence of subcontractor's compliance with all insurance requirements under this Agreement, to the extent applicable. The Contractor shall provide satisfactory evidence of compliance with this section upon request of the City.

3.3.11 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, 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.

3.4 Labor Code Requirements.

3.4.1 Prevailing Wage. Contractor is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain "public works" and "maintenance" projects ("Prevailing Wage Laws"). If the Services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. 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.

3.4.2 Registration. If the Services are being performed as part of an applicable "public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with BB&K(2020) 8 AGREEMENT FOR GENERAL SERVICES

the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1.

3.4.3 Compliance Monitoring. This Agreement 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. 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.

3.4.4 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.

3.5 Termination of Agreement.

3.5.1 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 fully and adequately rendered to City through the effective date of the termination, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause. The rights and remedies of the City provided in this section shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under this Agreement.

3.5.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data, as defined below, 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.

3.5.3 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.

3.6 Indemnification.

3.6.1 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, BB&K(2020) 9 AGREEMENT FOR GENERAL SERVICES

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 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 such loss or damage which is caused by the sole negligence or willful misconduct of the City.

3.6.2 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 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.

3.7 General Provisions.

3.7.1 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred and fees charged 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.

3.7.2 Independent Contractors and Subcontracting.
(a) Use of Contractors. Contractor is aware of statutory and case law regarding classification of workers as independent contractors, including California Labor Code Section 2750.3 and Dvnamex Operations West, Inc. v. Superior Court, 4 Cal. 5th 903 (2018). To ensure that Contractor is in compliance with the California Labor Code, Contractor shall only utilize its employees to provide the Services. Contractor may not provide the services through any independent contractor, subcontractor or subconsultant("Subcontractor(s)") unless approved by the City as set forth in Section 3.7.2 below. Contractor represents and warrants that all personnel who perform the Services on Contractor's behalf are Contractor's employees, and that Contractor complies with all applicable laws, rules and regulations governing its employees, including, but not limited to, the California Labor Code, Unemployment Insurance Code and all applicable Industrial Welfare Commission Wage Orders.
(b) Prior Approval Required. Contractor shall not use any Subcontractor to provide the Services, or any portion of the work required by this Agreement, BB&K(2020) 10 AGREEMENT FOR GENERAL SERVICES

without prior written approval of City. In the event that City authorizes Contractor to use a Subcontractor, Contractor shall enter into a written agreement with the Subcontractor, which must include all provisions of the Agreement, including a restriction on the Subcontractor's use of further independent contractors, subcontractors or subconsultants without the City's prior written consent.

3.7.3 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:

Anthesis
1063 W. 6th Street
Ontario, CA 91762
Attn: Terri Perkins — Director of Employment Programs
City:

City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: Jessica Gandara — Recreation & Community Services Div. Manager 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.

3.7.4 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.

3.7.5 Attorneys' Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party reasonable attorneys' fees and all costs of such action.

3.7.6 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 supplemented, amended or modified by a writing signed by both Parties.

3.7.7 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.

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

BB&K(2020) 11 AGREEMENT FOR GENERAL SERVICES

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

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

3.7.11 Assignment or Transfer. 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.

3.7.12 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 elected 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.

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

3.7.14 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.

3.7.15 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.7.16 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.

3.7.17 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. 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.

BB&K(2020) 12 AGREEMENT FOR GENERAL SERVICES

3.7.18 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. Contractor shall also comply with all relevant provisions of any minority business enterprise program, affirmative action plan or other related programs or guidelines currently in effect or hereinafter enacted.

3.7.19 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.

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

3.7.21 Employment Adverse to City. Contractor shall notify City, and shall obtain City's written consent, prior to accepting work to assist with or participate in a third-party lawsuit or other legal or administrative proceeding against City during the term of this Agreement.

3.7.22 Conflict of Employment. Employment by Contractor of personnel currently on the payroll of City shall not be permitted in the performance of this Agreement, even though such employment may occur outside of the employee's regular working hours or on weekends, holidays or vacation time. Further, the employment by Contractor of personnel who have been on City's payroll within one year prior to the date of execution of this Agreement, where this employment is caused by and or dependent upon Contractor securing this or related Agreements with City, is prohibited.

3.7.23 Survival. All rights and obligations hereunder that by their nature are to continue after any expiration or termination of this Agreement, including, but not limited to, the indemnification and confidentiality obligations, and the obligations related to receipt of subpoenas or court orders, shall survive any such expiration or termination.

BB&K(2020) 13 AGREEMENT FOR GENERAL SERVICES

SIGNATURE PAGE FOR AGREEMENT FOR GENERAL SERVICES

BETWEEN THE CITY OF UPLAND AND

ANTHESIS
IN WITNESS WHEREOF, each of the Parties has caused this Agreement to be executed on the day and year first above written.

CITY OF UPLAND ANTHESIS
Appr••- By: g
By: Liaik:
rA a � 42t41Its:oe,47/p__ ieY/vriiefri Y City - :ger Printed Name: / /i-/ ��J - 4 tiis Approved as to Form: By:
ru.,,.Pe Its:

Best Best & Krieger LLP Printed Name:

City Attorney
Attested By:

A4) s
Ken Johnson c----ir>
City Clerk
BB&K(2020) 14 AGREEMENT FOR GENERAL SERVICES

EXHIBIT "A"

SCOPE OF SERVICES
Anthess
THE MAGNOLIA RECREATION CENTER IS AN APPROXIMATELY 8,180 SQ. FT. FACILITY WHICH IS

COMPRISED OF A LOBBY, ADMINISTRATION OFFICES, BREAKROOM/KITCHEN, STORAGE ROOM, SOUTH HALL, NORTH HALL, LOUNGE, MANAGER'S OFFICE, INTERIOR AND EXTERIOR RESTROOMS.

THE LANDECENA COMMUNITY BUILDING IS AN APPROXIMATELY 4,000 SQ. FT. FACILITY WHICH IS

COMPRISED OF A LOBBY, RECEPTION AREA, WORK STATION AREA, OFFICES, HALLWAY, GREAT ROOM, ROOM A, RESTROOMS, STORAGE ROOM AND KITCHEN.

THE GIBSON SENIOR CENTER IS AN APPROXIMATELY 9,860 SQ. FT. FACILITY WHICH IS COMPRISED OF A LOBBY, RECEPTION AREA, OFFICE AREA, CLASSROOMS, DANCE ROOM, DINING HALL, AND KITCHEN.

ANTHESIS (1 JOB COACH AND 3 PROGRAM PARTICIPANTS)WILL WORK BETWEEN THE HOURS OF 8:30AM AND 3:00PM MONDAY THROUGH FRIDAY, EXCLUDING CITY-OBSERVED HOLIDAYS. THIS IS A 6- HOUR WORK DAY WITH A 30 MINUTE LUNCH BREAK. THE CITY WILL PROVIDE ALL MATERIALS AND

EQUIPMENT REASONABLY NEEDED FOR THE CONTRACTOR TO PERFORM THE SERVICES INDICATED BELOW.
• MAINTAIN CLEANLINESS OF LOBBIES, OFFICES, AND SOCIAL AREAS • VACUUM ALL CARPETED AREAS ON FRIDAYS (LIMITED STAFF ON SITE) • ENSURE KITCHENS ARE CLEAN AND SANITIZED
• CLEAN DEBRIS IN OUTDOOR COMMON AREAS
• WEED CONTROL IN OUTDOOR COMMON AREA
• EMPTY ALL SITE TRASH CANS IN AREAS LISTED ABOVE DAILY • CLEAN CITY-OWNED EVENT FURNITURE
• DUST MOP ALL CARPET-FREE AREAS AS NECESSARY
• MOP CARPET-FREE AREAS AS NECESSARY OR AS REQUESTED • REMOVE COBWEBS FROM WALLS AND CEILING SURFACES
• CLEAN BASEBOARDS
• MAINTAIN CLEANLINESS OF ALL RESTROOMS IN THE OFFICE AND ON THE EXTERIOR WHICH

INCLUDES, WALLS, FLOORS, FIXTURES AND MAINTAIN APPROPRIATE STOCKING LEVELS OF ALL

SUPPLIES
• REPORT MAINTENANCE AND/OR SAFETY ISSUES TO DESIGNATED CITY STAFF MEMBERS

THIS PROPOSED SCOPE OF WORK IS A WORK IN PROGRESS AND WILL BE MODIFIED TO MEET THE NEEDS OF THE CITY OF UPLAND AS THE PARTNERSHIP PROGRESSES.

SUBMITTED 7/19/2023
BB&K(2020) 15 EXHIBIT B SCHEDULE OF SERVICES

EXHIBIT "B"

CITY'S OBLIGATIONS
CITY OF UPLAND AGREES TO PROVIDE THE FOLLOWING:

1. City of Upland agrees to provide directions and details of the work to be performed, with specific instructions for work to be performed provided to the Job Coach, including a comprehensive description of job duties to be performed by the program participants.

2. City of Upland understands that the role of the Job Coach is to supervise, direct and maintain the quality of work of the program participants under his/her supervision.

3. City of Upland will provide an accurate description of safety requirements, personnel standards and other conditions required at the job site.

4. City of Upland will provide all products associated with the performance of all assigned duties such as safety supplies and equipment.

5. City of Upland will ensure observation of all applicable standards of confidentiality related to persons working at their site.

6. City of Upland will-provide prompt response when requests are made for management support to resolve problems or other issues.

7. City of Upland will ensure workers and their Job Coach will have accessible use of the restrooms and drinking water while working, as well as an appropriate area for workers to take work breaks and a 30 -minute unpaid meal period.

BB&K(2020) 16 EXHIBIT B SCHEDULE OF SERVICES

EXHIBIT "C"

COMPENSATION

1. City agrees that payment of fees is at the rate of seven thousand five hundred dollars ($7,500.00) per month for services. There is no charge for the services performed by the Job Coach.

2. In the event the State of California establishes higher hourly minimum wages, the Parties will negotiate and mutually agree upon a possible increase in compensation.

BB&K(2020) 17 EXHIBIT C COMPENSATION

'ti4 or Upt �
`' M CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
t
„.

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.0 plandca.gov/city-cou ncil-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?
EYES If yes, please identify the Council Member(s):

ZNO

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? _OYES If yes, please identify the Council Member(s):

FINo
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. 9/2/2026 ._.4f C,e I
Date Signature of authorized individual
Anthesis Services
Company/Applicant Name
(Levine Act definitions on reverse side)

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

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

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

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

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

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

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

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

����°� °p`q� CITY
�r. .__� ... ]��/�: J/L//1 y �/'� "The City of Gracious Living" ''' 5
oid
DATE: September 28,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:DAMIEN R.ARRULA,ASSISTANT CITY MANAGER

JESSICA GANDARA,RECREATION&COMMUNITY SERVICES MANAGER

EMILY SAUCEDO,MANAGEMENT ANALYST
SUBJECT: CONSIDER APPROVING AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT WITH BAPPTRE LANDSCAPING,INC.,DBA SHINE ILLUMINATION RECOMMENDED ACTION:

It is recommended that the City Council approve Amendment No. 2 to the Professional Services Agreement with Bapptre Landscaping,Inc.,dba Shine Illumination and authorize the City Manager to execute the Amendment.

GOAL STATEMENT
The proposed action supports the City's goal of enhancing community spaces through coordinated seasonal improvements that provide a cohesive and welcoming environment for residents and visitors.

BACKGROUND
On June 12,2023,the Development Services Department entered into an agreement with Shine Illumination for the installation of garlands and holiday decor in the downtown area. In 2024,the Public Works Department entered into a separate agreement with the same vendor for expanded holiday lighting and permanent decorative installations.The City originally administered the two agreements separately, despite overlapping service areas and related seasonal work.

On July 28,2025,the City Council approved Amendment No. 1,which consolidated the two agreements under Public Works administration, revised the applicable Schedule of Charges and Activity Schedule, and increased the total contract amount to$102,327.80.

In prior years, a separate vendor - The Christmas Guy (TCG) -provided certain Civic Center holiday decorations, including lighting, a holiday tree, and tree decorations. While TCG provided quality service and materials, the decorative elements did not fully coordinate with the City's existing holiday decor,resulting in a less cohesive overall presentation.

ISSUES AND ANALYSIS
For the 2026 holiday season, staff propose incorporating decorative elements into the existing Shine Illumination agreement to provide a more coordinated and cohesive presentation throughout the Civic Center. The proposed Amendment No.2 expands the existing scope to include work previously provided by TCG.The added scope includes, as applicable,the lease,installation,removal, storage, and refurbishment of a holiday tree and custom tree base; two 60-inch pre-lit wreaths;approximately 250 linear feet of commercial-grade C9 LED lighting along seven arches;and approximately 550 linear feet of commercial-grade C9 LED roofline lighting.

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
Approval of Amendment No. 2 will increase the total not-to-exceed amount of the Agreement by $19,500, from $102,327.80 to $121,827.80. Funding for the additional 2026 Civic Center holiday lighting and decoration services is available in the City Administration Contingency/Discretionary Account No. 1011201-5210 ($5,000) and the Special Event Other Services Account No. 1014206-5258($14,500).

ALTERNATIVES
Provide alternative direction to staff.

CEQA:Not a Project.

AMENDMENT NO. 2 TO

PROFESSIONAL SERVICES AGREEMENT
WITH BAPPTRE LANDSCAPING, INC., DBA SHINE ILLUMINATION
This Amendment No. 2 to the Professional Services Agreement is made and entered into as of September 28, 2026 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and Bapptre Landscaping, Inc., d/b/a Shine Illumination, a California corporation ("Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."

RECITALS
A. WHEREAS, the City and the Consultant have entered into an agreement, dated June 12, 2023, for the purpose of providing holiday lighting and decoration services (the "Original Agreement").

B. WHEREAS, the City and the Consultant subsequently entered into a separate Professional Services Agreement, dated December 12, 2024, for the provision of additional holiday lighting and related services (the "2024 Agreement"); and C. WHEREAS, the City and the Consultant entered into Amendment No. 1, dated July 28, 2025, which consolidated the Original Agreement and the 2024 Agreement for purposes of administering the Parties' holiday lighting and related services, revised the applicable Schedule of Charges and Activity Schedule, and increased the total compensation for the consolidated services to $102,327.80 (collectively, the "Agreement"); and
D. WHEREAS, the Parties now desire to further amend the Agreement in order to include additional holiday lighting and decoration services for the 2026 Civic Center holiday season and to increase the compensation for the performance of such services.

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

AGREEMENT

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

2. Additional Scope of Services. The scope of services under the Agreement is hereby expanded to include the additional 2026 Civic Center holiday lighting and decoration services set forth in the scope and pricing excerpt from Shine Illumination Estimate No. EST-002737, dated September 10, 2026, attached hereto as Exhibit D and incorporated herein by reference, together with the Roofline Perimeter — City Hall & Library Courtyard & Arch Layout attached hereto as Exhibit E and incorporated herein by reference.
-1-

The additional services include the lease, installation, removal, storage, and refurbishment, as applicable, of the holiday tree and custom tree base; two 60-inch pre- lit wreaths; approximately 250 linear feet of commercial-grade C9 LED lighting along seven arches; and approximately 550 linear feet of commercial-grade C9 LED roofline lighting, all as more particularly described in Exhibit D. The approximately 250 linear feet of archway lighting, 550 linear feet of roofline lighting, and general wreath placement shall be installed in the locations depicted in Exhibit E.

3. Compensation. The compensation for services performed pursuant to this Amendment No. 2 shall not exceed Nineteen Thousand Five Hundred Dollars ($19,500.00), thereby increasing the total not to exceed compensation of the Agreement, as previously amended, to the amount of One Hundred Twenty-One Thousand Eight Hundred Twenty-Seven Dollars and Eighty Cents ($121,827.80). Work shall be performed at the rates set forth in Exhibit D attached hereto and incorporated herein by reference.

4. Full Force. Except as amended by this Amendment No. 2, all provisions of the Agreement, as previously amended, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 2.

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

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

SIGNATURE PAGE FOR
AMENDMENT NO. 2 TO THE PROFESSIONAL SERVICES AGREEMENT
WITH BAPPTRE LANDSCAPING, INC., DBA SHINE ILLUMINATION
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No. 2 on the Effective Date first herein above written.

CITY OF UPLAND CONSULTANT
APPROVED BY: BAPPTRE LANDSCAPING, INC., DBA

SHINE ILLUMINATION
Michael Blay, Bruce Brenon,
City Manager President
APPROVED AS TO FORM:

Brigette Matthews,
Secretary
Best Best & Krieger LLP
City Attorney
-3-

EXHIBIT D
ADDITIONAL 2026 CIVIC CENTER HOLIDAY LIGHTING AND DECORATION

SERVICES
shine Estimate
#EST-002737
LIJ .iIN II Gil
Shine Illumination-SHILL
32773 Calle Perfecto
San Juan Capistrano
92675
U.S.A
Estimate Date: 10 Sep 2026
2026-Civic Center
Project Name: Decor-15'Tree
*Tree Trimming REQUIRED
Schedule*:
*Preferred Install REQUIRED
Date*:
*Requested REQUIRED
Activation Date*:
*Tree Lighting
Ceremony Date& REQUIRED
Time*:

Bill To Timer Hours(ON &
City of Upland OFF Times): REQUIRED
*Turn-0ff Date*: REQUIRED
Property Address *Removal Date*: REQUIRED
# Item&Description Qty Rate Amount
1 I Sequoia Tree 1 12,000.00 12,000.00 LEASE:15'CHRISTMAS TREE
-Commercial Grade,fire resistant
-UV treated artificial outdoor custom 15'
Sequoia Tree with LED Mini Lights
-24"SPRITZER tree topper
-Warm white IP67 rated LED mini lights
-Decor Package: *RED&SILVER*to match
existing
Shine Illumination to install,remove,store,
refurbish on a yearly basis
2 Miscellaneous Item 1 2,500.00 2,500.00 LEASE:CUSTOM TREE BASE
SI I Ine -5'x5'x4'Custom Gift Box for base of tree
-Increases overall height of tree to 19'
-Painted only
**If client wants to add custom graphics or
vinyls we can do so for an additional$1,500**

# Item&Description Qty Rate Amount
3 . f, LEASE:60"Wreath Pre-lit with Commercial 2 500.00 1,000.00 r Grade LED Mini-lights,Decorated with
Premium Decor Package
-(2)60"wreath,pre-lit with commercial grade
LED mini-lights,decorated with premium decor
package
-(1)installed at City Hall
-(1)installed at Library
-Decor Package:*RED&SILVER*(to match
existing)
4 LEASE:C9,Commercial Grade LED Lights 250 5.00 1,250.00 (Installation&Removal)
-Approx.(250 ft.)of commercial grade C9 LED
Lights
-Installed along interior edge of 7 Arches
-Attach to metal frame using existing anchor
holes
-*WARM WHITE*
5 LEASE:C9,Commercial Grade LED Lights 550 5.00 2,750.00 (Installation&Removal)
-(550 ft.)of commercial grade C9 LED Lights
-Installed around interior Courtyard of City Hall,
the top of the arches,and the Library
-*WARM WHITE*
**Client needs to confirm exact location for
lights,the full perimeter of both buildings and
top of arches is approx.1,320 ft.but RFQ only
requested 550 ft.**
Sub Total 19,500.00
Total $19,500.00
-5-

EXHIBIT E
ROOFLINE PERIMETER — CITY HALL & LIBRARY COURTYARD & ARCH LAYOUT General roofline lighting and wreath placement diagram.

Upland City Hall
Roofline Perimeter Approximately 550 FT
Wreath General Placement
-
'�_' 1/11$
tt 1 " ,t,,
�M _ - ' -I t ' ^, #ice ` _.
: A :!.:, .,,. ,.„..,4 :,,,,.. _
:'.. i
zst. ,,,t,
"1
... ,Pe'' , •F •l-1 _ _
"1 r; r
, _. .. .,
Sy ���fi�r�_+� Lev
10114 ��p, ,.,. ;. +"K- - - - > -am '.!,jam[CI - i 1 61'.1A n P. �z © —. _ Fi _ r ,*14 . fl
$ ...„
•
r
tor ii
� ^ . "ram; r
tr r �o pp s v.

F 1 L.C1 L THY Fes.-. �.J #' ...�,�
y. i r... Pr•^r , �k i.
4 Maras C by 16 !the - ..•--*i1 ` � E.� ` �A 011) Pi Pt• A +t r 4r ~ �. '. .�. I
mo •• '
4V •.jf'[!. 1. _ r•r' + V l•. 1
#r ''.iril Archway lighting layout.
. ISI
pyY A•
-6-

Docusign Envelope ID:93BEFF29-9533-478A-9919-9FC9797FA459

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.

Docusign Envelope ID:93BEFF29-9533-478A-9919-9FC9797FA459

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]

Docusign Envelope ID:93BEFF29-9533-478A-9919-9FC9797FA459 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
p-DocuSigned by: DocuSigned by:

By: 114:16c6(1' 6 By. � iBAv ywk l/L
Michael Blay,
City Manager
Its: President
Printed Name: Bruce Brenon
ATTEST:

DocuSigned by: Signed by: '..I.'
BY: F6A,i,
4 C�DCJ47 By. � o/I/LA - S
Keri Johnson,
City Clerk
Its: Director of Operations
Printed Name: Brigette Matthews
APPROVED AS TO FORM:

Signed by:ritt , AA. VufscA,
By• 3326070C6DD640E
Stephen Deitsch,
City Attorney

Docusign Envelope ID:93BEFF29-9533-478A-9919-9FC9797FA459

EXHIBIT B
shine •
Estimate
#E5T-002190
it
Shine Illumination-SHILL
32773 Callr P rrta
San Juan Capistrano
92575
U SA
Dill To
City of Upland
Estimate Date: 02 Dec 2024
Properly Address I'ra ect Name 2024 O y of Upland Lamp Post Garland
iii Item S.Description t,. R_'.::

LMSF POST GARLAND
1 111111111D LEASE:Garland Pre-lit with CamrnerdaI 80 225.00 18,O00.00 Grade LED Mini-lights,Decorated with
Premium Deer Package
-Ie01 PIVCesofprr-i .dosnratcd gpriariJ
hrappld arouni!
Inx1-414 QrlcIPUllt
-Promi rnCarlart4l w hWarrn Whik4 LED Lights
C 1arStb1,4 c4%1514 R400534,4(
2 IIautdura Boas 80 50A0 4,030.00
I&JI t?vtdurg 9DNn
I21 Pei-I-arrp Post
Sub Tatal 220 p.IXI
Total !21.0O0Ae

Docusign Envelope ID:93BEFF29-9533-478A-9919-9FC9797FA459

EXHIBIT B
(CONTINUED)
S h Estimate
t E$V16559
$lllne Ilkurninalian-SHILL
227T3 Calle Perfecto
Sanjuan Capistrano
92576
USA
Estimate Date: 20 Apr 20
E f I Fri 2023 Holiday Ligf-dirig
City of Upland PrIDOCt Marne; Program(LIGHX
• PURCHASE)
1_i IMMO 72115 ruPXHASE)'MOP an be fivolalgoll folk rrlt,r,tired 1*1't up liar=arm twdiM1F pri+r nr(t r-,:x iliEltitkialer LICH/1191
1 COMMERCIAL t>1F11Mf,111A UGHiS 1,350 20.96 28,25GA0 -Low Ventage
-Warm Wilke
-Grey Wire
-CMIaliCarineakkm
spicing boor erre Y of the r►$e[apPrax 6:up-to stay away from pedeslriarrs}IA>rrlrrlmlrtIer RInthecanopy
-Itiopruic6D addition ial for repairs(S4h)
2 FAANSFORHERS- 100 gIR,96 9,196.0.0
1osti TransfamxrIce low vatr.age Uglrts
-3 Per ynw
Prducim addHianal far vapors
NOTE 7TresewiH be able ta he reused for year 2
3 PUTTERS FOR TOP OF PALM; 140 12 1,710.8(] (4)Pon Tfie=evuoiing Series
1r114145(i$idibpniIfnr.rep irs
NOTE ThawwN he#br co be reused far year 2
4 'ABM 1 19,200,00 1%20040
Installer/Ian or 124D stands of Ilion 32 trees along with EN the CmraForme-ra and erten5lons. Indudss nix.07.e or booms for entire In4allatian
FPflirriERS SUSPENDED r1rTIMES MAIM*Mind far holday lion 5 PURCHASE:24'Sprltz r5-Purr Whitt 224 MOO 19,040 00 {Tj 24'Pee Wh4e or Warm While Sixtrerr,Pcr Ir'c
.leased far she Season

Docusign Envelope ID:93BEFF29-9533-478A-9919-9FC9797FA459

EXHIBIT B
(CONTINUED)
fieweciguran°Imaged far haiiday spasm only
5 rfartml armed around each post dow►r to the rai B 30040 { Pl'riro Girirti with warm White LED Lfghts
CdarslobaClassic Ralf5Ilmr
MNK 'Fkoer Clow on each pilaster RYA S 760,O0 $ arlprrp mould the Lowe•Level tr'e{,axebo S 300.00 2.410415 Pi-waver'Derived math Warm While LED Lights
Colorsm be Clank Rdt Sliver
g Carbnd around du upper Level the Gazebo 4 3X1.44 1,200.0Q Pren l u m o ral Alth warm'mite LECI:14
Colors to be Casio Red!Silver
fWTh1(SCE Og1D1lt11iD 1I111EE r MN. grid far h da,tt Men wily 10 2+r`5pr{trersicrossthe the top ormarn n nt sign, W1II Ix mounted 15 WM) 1.425A0 panes on mounted her(15)Sprltrers
KtotC; $pcm P qulrpd
11 (4)Garland across the bent and hack of the upper Upland Sign. WIN 4 35O I r4C(1.00 have the sprftiers In above(priced Separately)
Prernlwr Garland+fifth Wane.White LED Lights
CdaS to be OasS Redr Sher
Nets{ Rawl Poeadrrtd
12 AiGaiand#trvvc the ant Odd>}Fdf 1f>l4S+tiFromthepostto tin 4 350441 1,4 ,QQ `Cure(please see renderer
Prpnhjm Garland with Warm White LED Lights
Crsfersto he[lassie Red,'sliver
Nate; 6aarrn Required
1 C9 t an bcAll fQ+rt VWt} (k#1pG Aft t iow ra11awl agoss 200 .0 1,200i10 Tilt Sup P1 the'Hlsro U E+d/frititl ire' Sign.

Note: acorn Required
StiffrOfAl 90,327J00
•
•

Docusign Envelope ID:93BEFF29-9533-478A-9919-9FC9797FA459 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).
4

Docusign Envelope ID:99AOFBDB-6DB9-414C-ADF1-E7BF2A22199B (iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
c. Workers' Compensation/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage in amounts indicated herein. Consultant shall require all subconsultants to obtain and maintain, for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability (Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein.

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

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/ $2,000,000 aggregate for bodily injury, personal injury, and property
damage
Automobile Liability $1,000,000 combined single limit Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
5

Docusign Envelope ID:99AOFBDB-6DB9-414C-ADF1-E7BF2A22199B (ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement, the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
g. Policy Provisions Required
(i) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement, except that the Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(ii) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(iii) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.
(iv) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to provide a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
6

Docusign Envelope ID:99AOFBDB-6DB9-414C-ADF1-E7BF2A22199B (v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

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

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

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

12. Indemnification.
7

Docusign Envelope ID:99AOFBDB-6DB9-414C-ADF1-E7BF2A22199B a. To the fullest extent permitted by law, Consultant shall defend (with counsel of City's choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney's fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.
b. If Consultant's obligation to defend, indemnify, and/or hold harmless arises out of Consultant's performance of"design professional" services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant's indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction, Consultant's liability for such claim, including the cost to defend, shall not exceed the Consultant's proportionate percentage of fault.

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

Docusign Envelope ID:99AOFBDB-6DB9-414C-ADF1-E7BF2A22199B to comply with all applicable registration and labor compliance requirements. Any stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor that affect Consultant's performance of services, including any delay, shall be Consultant's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Consultant caused delay and shall not be compensable by the City. Consultant shall defend, indemnify and hold the City, its officials, officers, employees and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Consultant or any subcontractor.

14. Verification of Employment Eligibility.

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

15. Reserved.

16. Laws and Venue.

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

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

19. Organization
9

Docusign Envelope ID:99AOFBDB-6DB9-414C-ADF1-E7BF2A22199B Consultant shall assign Bruce Brenon as Project Manager. The Project Manager shall not be removed from the Project or reassigned without the prior written consent of the City.

20. Limitation of Agreement.

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

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

CITY: CONSULTANT:

City of Upland Bapptre Landscaping, Inc. (DBA Shine 460 N. Euclid Avenue Illumination)
Upland, CA 91786 32773 Calle Perfecto
Attn: City Manager San Juan Capistrano, CA 92675
ATTN: Bruce Brenon
and shall be effective upon receipt thereof.

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

23. Equal Opportunity Employment.

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

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

25. Severability
10

Docusign Envelope ID:99AOFBDB-6DB9-414C-ADF1-E7BF2A22199B The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal.

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

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

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

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

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

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

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND
AND BAPPTRE LANDSCAPE, INC. d/b/a SHINE ILLUMINATION
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement on the date first above written.

CITY OF UPLAND BAPPTRE LANDSCAPE, INC. d/b/a

SHINE ILLUMINATION
Approved By:

B rSigned by: DocuSigned by:
cLs Q�a17us ,y OtFCB6AED0214DD y: - 3EC7D010AC3C40A Chris Alanis
Interim Public Works Director
President
Its:

Bruce Brenon
Printed Name:

ATTEST:

DocuSigned by: "-Signed by:

By: F121ABF85BE317A By. '-DE0732CDOBA21 A...

Keri Johnson
City Clerk
Secretary
Its:

APPROVED AS TO FORM:

Brigette Matthews
,-Signedby: Printed Name:

By• ._939657nFfinRR4RF
Best Best & Krieger LLP
City Attorney
12

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

EXHIBIT A
Scope of Services
INSTALLATION. Shine IUuminallon shall supervise and direct the Installation of holiday lighting and decorations (the •Decorations, at the project site (the Property") as set forth in Exhibit B of this Agreement for each of the holiday seasons during the Term ("The installation"). The scope of the decorations to be Installed by Shine Illumination during each Installation Is described in more detail in Exhibit B. Installation dates are approximate and generally scheduled as a date range.

All Installation dates specified are subject to change due to inclement weather, or unforeseen circumstances beyond Shine Illumination's control. Shine Illumination will use commercially reasonable efforts to complete the installation (subject to full cooperation by City in connection with the Installation) of Holiday Decorations on or before November 15th for each holiday season during the Term of the Agreement. The City acknowledges and agrees that the completion of the Installation may be delayed due to weather and other similar events and Shine Illumination will not be liable for any such delays.

IMPORTANT: Tree Trimming by the City will be done prior to October 1st unless mutually agreed upon time is arranged.

SERVICE DURING THE HOLIDAY SEASON. Shine Illumination shall use commercially reasonable efforts to ensure that all Decorations are in working order during the holiday season from the date of installation until January 10th, or such date set forth in the Agreement following each holiday season. In the event an issue arises with respect to the Installation or functionality of any of the Decorations during the holiday season, Customer shall notify SI (Shine Illumination) in writing of such issue by sending a detailed email of the issue to:
[email protected], and Shine Illumination shall use commercially reasonable efforts to remedy such situation within 48 hours of such notice. Notwithstanding anything contained herein to the contrary, Shine Illumination is not responsible for issues with respect to the functionality of Decorations due to the electrical system at the Property, including functionality of electrical outlets located on the Property (including "tripped" GFIs). IF GFI BREAKERS EXIST. THEY MAY TRIP WHEN IT RAINS OR IF THERE IS MOISTURE PRESENT.

THE SYSTEM WILL NEED TO BE MONITORED AND RESET BY CITY. The City will ensure that the electrical system at the Property is in compliance with local building codes and in good working order.

REMOVAL. All holiday Decorations will be removed from the Property no later than January 10th following such holiday season. unless agreed otherwise in writing by both parties hereto (the "Removal" and together with the Installation, the 'Work").

MULTI-SEASON AGREEMENTS. Lighting Agreements which cover multiple holiday seasons, Shine Illumination will send a new Estimate (based on the original Estimate) for review and acknowledgment by the City each holiday season.
13

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

EXHIBIT B
Schedule of Charges/Payments
Estimate
ti rshne * E5T-002190
Shine rlluminatio•n - SHILL
32773 Cat P rfFcI
San Juan Capistrano
92675
USA
Bill To
City of Upland
Esti rt tt2 Oath: 02 Dec 2024
Property Address Project Nalco: 202+y C,ty of Upland Lamp Post Garland
X Itr.—.S I}L".•c-.pticin - .. • • LAMP F$TCARLANG
LEASE.l arlard Pre-lit with Commercial 80 225.(HI 18,000.g0 Grade LED r nl-Ilghts,Decorated with
Premium.De€.tor Parkale
-I11111 Pieces of pre-lit.deoaralwl garland
wrapped around
In iallatlon darallc
•Prawn arlRrpz1 we.Warm 44hItr LED Llglms
cnlum.tr.,be Cass( POI'S lye(
2 Madura Bows 80 50.04 4,000.00.

Ni
lam Outdura Bows
12)Per Lar1p prssr
Sub Total 22 00.ai
Tani sal nen irl
14

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

EXHIBIT C
Activity Schedule

1. Installation and Removal of Holiday Season Only Decorations (Lease) — Garlands and Bows along 2nd Ave, 9th Street, and A street.
a. Items 1 through 2 of Exhibit B:
i. Installation by November 15' and removal by the following January 10' of each year.
15

CITY OF UPLAND

PROFESSIONAL SERVICES AGREEMENT
This Agreement is made and entered into as of June 12,2023 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. Eudid 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, California 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 white lighting in Historic Downtown Upland along Second Avenue and 9th Street,and for the annual rental and installation of Christmas decorations within Historic Downtown Upland(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_ SBNiOBB.

Consultant shaft c• •'e the City with the services described in the ® 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$59,102.80 for each installation of the PURCHASED LIGHTING and$31,225.00 each year for the LEASED DECORATIONS.The City will pay to Shine Illumination for the LEASED DECORATIONS 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 1"of each such holiday year. The remaining balance of fees will be paid to Shine Illumination for each holiday season within fifteen(15)business days of the date of completion of Installation,unless otherwise agreed to in writing by the Parties hereto. Regarding the PURCHASED LIGHTING, the City will pay 100%of the Fee upon completion of the installation.
1

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 shell 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 u ffected 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 June 15, 2023 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. The Notice to Proceed shall set forth the date of commencement of work

6. Delays in Performance.
a. Neither City nor Consultant shall be considered in default of this Agreement for delays in performance caused by circumstances beyond the reasonable control of the non- performing party. For purposes of this Agreement,such circumstances include but are not limited to,abnormal weather conditions;floods;earthquakes;fire; epidemics;pandemics;war,riots and other civil disturbances; strikes, lockouts, work slowdowns, and other labor disturbances; sabotage or judicial restraint.
b. Should such circumstances occur, the non-performing party shall, within a reasonable time of being prevented from performing, give written notice to the other party describing the circumstances preventing continued performance and the efforts being made 1:•:
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, induding CaUOSHA requirements. 2

b. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal,state and local regulatory agencies. c. If applicable,Consultant is responsible for all costs of clean up and!or removal of hazardous and toxic substances spilled as a result of his or her services or operations performed under this Agreement.

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

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

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

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

11. insurance.
3

Consultant shall not commence work for the City until it has provided evidence satisfactory to the City it has secured all insurance required under this section. In addition, Consultant shall not allow any subcontractor to commence work on any subcontract until it has secured all insurance required under this section.
a. Commercial General liability
(I) The Consultant shall take out and maintain,during the performance of all work under this Agreement,in amounts not less than specified herein, Commercial General Liability Insurance,in a form and with insurance companies acceptable to the City. (ii) Coverage for Commercial General Liability insurance shall be at least as broad as the following:
(1) Insurance Services Office Commercial General Liability coverage(Occurrence Form CG 00 01)or exact equivalent.
(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 exdusion 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 2010 10 01 and 20 3710 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.
4

(ii) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1,any auto).
(iii) The policy shall give City, its officials, officers, employees, agents and City designated volunteers additional insured status. (iv) Subject to written approval by the City, the automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured,but not a self-insured retention.
c. Workers'Comaensatlon/Employer's Liability
(i) Consultant certifies that he/she is aware of the provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement.
(ii) To the extent Consultant has employees at any time during the term of this Agreement, at all times during the performance of the work under this Agreement, the Consultant shall maintain full compensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the "Workers' Compensation and Insurance Act," Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer's Liability Coverage In amounts indicated herein. Consultant shall require all suboonsultants to obtain and maintain,for the period required by this Agreement, workers' compensation coverage of the same type and limits as specified in this section.
d. Professional Liability(Errors and Omissions)
At all times during the performance of the work under this Agreement the Consultant shall maintain professional liability or Errors and Omissions insurance appropriate to its profession,in a form and with insurance companies acceptable to the City and in an amount indicated herein.

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

Combined Single Limit
Commercial General Liability $1,000,000 per occurrence/$2,000,000 aggregate for bodily injury,personal Injury,and property
damage
Automobi',,-. Liability $1,000,000 combined single limit 5 114)Page 207 of 511

Employer's Liability $1,000,000 per accident or disease Professional Liability $1,000,000 per daim and aggregate (errors and omissions)
(ii) Defense costs shall be payable in addition to the limits. (iii) Requirements of specific coverage or limits contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional insured pursuant to this Agreement. f. Evidence Required
Prior to execution of the Agreement,the Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall indude original copies of the ISO CG 00 01 (or insurer's equivalent) signed by the insurer's representative and Certificate of Insurance (Acord Form 25-S or equivalent),together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer,agent,or qualified representative of the Insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance,the location and operations to which the insurance applies,and the expiration date of such insurance.
g. Policy Provisions Required
(1) Consultant shall provide the City at least thirty (30) days prior written notice of cancellation of any policy required by this Agreement,except that the Consultant shall provide at least ten (10)days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10)days prior to the effective date of cancellation or expiration.

Ci) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant's policy is primary insurance and that any insurance,self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(Ili) The retroactive date(if any)of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1)year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B)if the policy is cancelled or not renewed;or C)if the policy Is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement.

Qv) All required insurance coverages, except for the professional liability coverage,shall contain or be endorsed to provide a waiver of subrogation in favor of the City,its officials,officers,employees,agents,and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.Consultant hereby waives its own right of recovery against City, 6

and shall require similar written express waivers and insurance dauses from each of its subconsultants.
(v) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability.

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

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

Policies of commercial general liability insurance provided by such subcontractors or subconsultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 0413 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or subconsultants.
7

12. Indemnification.
a. To the fullest extent permitted by law,Consultant shall defend(with counsel of City's choosing),indemnify and hold the City, its officials,officers,employees,volunteers,and agents free and harmless from any and all claims,demands,causes of action, costs,expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant's services,the Project or this Agreement, induding without limitation the payment of all damages, expert witness fees and attorneys fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds,if any,received by Consultant,the City,its officials, officers,employees,agents,or volunteers.
b. If Consultant's obligation to defend,indemnify,and/or hold harmless arises out of Consultant's performance of"design professional"services(as that term is defined under Civil Code section 2782.8),then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein,Consultant's indemnification obligation shall be limited to claims that arise out of,pertain to,or relate to the negligence,recldessness,or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a court of competent jurisdiction,Consultant's liability for such claim,including the cost to defend,shall not exceed the Consultant's proportionate percentage of fault.

13. California Labor Code Requirements.
a. Consultant is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on certain 'public works" and "maintenance" projects ("Prevailing Wage Laws"). If the services are being performed as part of an applicable "public works" or "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. Consultant shall defend,indemnify and hold the City, its officials,officers,employees and agents free and harmless from any daims,liabilities,costs,penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions,which indude but are not limited to prevailing wages (Labor Code Sections 1771, 1774 and 1775), employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776),hours of labor(Labor Code Sections 1813 and 1815)and debarment of contractors and subcontractors (Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that Is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4. b. If the services are being performed as part of an applicable"public works" or "maintenance" project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of the Project and require the same of any subconsultants, as applicable. Notwithstanding the foregoing,the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. 8 WilPage 210of511

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

14. Verification of Employment Eliaibility.

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

15. Reserved.

16. Laws and Venue.

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

If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Bernardino, State of California. 17 Termination or Abandonment
a. City has the right to terminate or abandon any portion or all of the work under this Agreement by giving ten(10)calendar days written notice to Consultant. In such event, City shall be immediately given title and possession to all original field notes, drawings and specifications,written reports and other documents produced or developed for that portion of the work completed and/or being abandoned. City shall pay Consultant the reasonable value of services rendered for any portion of the work completed prior to termination. If said termination occurs prior to completion of any task for the Project for which a payment request has not been received, the charge for services performed during such task shall be the reasonable value of such services, based on an amount mutually agreed to by City and Consultant of the portion of such task completed but not paid prior to said termination. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. Consultant shall not be entitled to payment for unperformed services, and shall not be entitled to damages or compensation for termination of work.
b. Consultant may terminate its obligation to provide further services under this Agreement upon thirty(30)calendar days'written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.
18 Documents. Except as otherwise provided in "Termination or Abandonment,' above,all original field notes,written reports, Drawings and Specifications and other documents, produced or developed for the Project shall,upon payment in full for the services described in this Agreement,be furnished to and become the property of the City. 9

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

20. Limitation of Agreement.

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

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

DISTRICT: CONSULTANT:

City of Upland Bapptre Landscaping, Inc. (DBA Shine 460 N. Euclid Avenue Illumination)
Upland,CA 91786 32773 Calle Perfecto
Attn: City Manager San Juan Capistrano, CA 92675 Attn: Bruce Brenon
glrad eh IO caghdrime M o o n FemOt Mom
Xraiing 31 i AgvgavigRA CoG comtffueo to On 8ny Vez ra,mcaftr 6,n g onw `$r IA 110 G V ug.1 a C cignct.

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

24. EolimAgatental
Age racn3, i e nhtL 2, ce rt i2 tie c nilm Ire EQ'tiej cg agig corterari o'er^ emo QTAIOP G,rltkm kfrfickceins, I E�3 r'C r ®rfZCr iv7 WW1, to boaD va ©wend harzuridce. Ica Par y actIneWedc2p2 etsit rem, tol na, ac drogmange,pron-t12wCam'gfirmEgoto h mzde by my pemin wyklIrahtiq wcxt trao7iwm NGTCAR, thE3 U1W eowagrit2 dad bz e 1d. Th12 AgTzapma may rct r drazdfled o' crl AR41 eN=TA 6n nfflag 21 .-1c Coy to)rP) Purlt92 her 4o. a la 12 an 1ntagmted Aggscmat

25. Severability
10

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

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

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

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

29. Citv's Right to Emolov Other Consultants
City r =k its right to employ other consultants,induding engineers,in connection with this Project or other projects.

30. prohibited Interests
Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement, For breath or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
[SIGNATURES @ , 71311.9S WING PAGE]
11

SIGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT

BETWEEN CITY OF UPLAND
AND BAPPTRE LANDSCAPING,INC.d/b/a SHINE ILLUMINATION
IN WITNESS WHEREOF,the Parties have executed this Agreement as of the date first written above.

CITY OF UPLAND BAPPTRE LANDSCAPING, INC. d/b/a SHINE

ILLUMINATION)
4 BY: 64e4c.i. 44.444sm. 6 fr/23
_I Blay
anger Its: President /CO
Printed Name: ruce Brenon
ATTEST:
y
BlIt
Ken
City lerk ''
APPROVED AS TO LEGAL FORM:

Pei \_
By: l--- =i ,
phen Dietsch
City Attorney
12

EXHIBIT A
Scope of Services
INSTALLATION. Shine Illumination shall supervise and direct the installation of holiday lighting and decorations(the'Decorations°)at the project site(the"Property')as set forth in Exhibit B of this Agreement for each of the holiday seasons during the Term(the'Installation").The scope of the decorations to be installed by Shine illumination during each Installation is described in more detail in Exhibit B. Installation dates are approximate and generally scheduled as a date range.

All installation dates specified are subject to change due to inclement weather, or unforeseen circumstances beyond Shine Illumination's control. Shine Illumination will use commercially reasonable efforts to complete the Installation (subject to full cooperation by City in connection with the Installation)of Holiday Decorations on or before November 15th for each holiday season during the Term of the Agreement The City acknowledges and agrees that the completion of the Installation may be delayed due to weather and other similar events and Shine Illumination will not be liable for any such delays.

IMPORTANT: 'Wee'Trimming by the City will be done prior to October let unless mutually agreed upon time Is arranged.

SERVICE DURING THE HOUDAY SEASON. Shine Illumination shall use commercially reasonable efforts to ensure that all Decorations are in working order during the holiday season from the date of Installation until January 10th, or such date set forth in the Agreement following each holiday season. in the event an issue arises with respect to the installation or functionality of any of the Decorations during the holiday season, Customer shall notify SI in writing of such issue by sending a detailed email of the issue to:support shine lluminationzohodesk.com, and Shine Illumination shall use commercially reasonable efforts to remedy such situation within 48 hours of such notice. Notwithstanding anything contained herein to the contrary, Shine Illumination is not responsible for issues with respect to the functionality of Decorations due to the electrical system at the Property,including functionality of electrical outlets located on the Property (including"tripped°GF1s). IF GFI BREAKERS EXIST,THEY MAY TRIP WHEN IT RAINS OR IF THERE IS MOISTURE PRESENT.THE SYSTEM WILL NEED TO BE MONITORED AND RESET BY CITY.The City will ensure that the electrical system at the Property is in compliance with local building codes and in good working order.

REMOVAL.All holiday Decorations will be removed from the Property no later than January 10th following such holiday season, unless agreed otherwise in writing by both parties hereto (the 'Removal"and together with the Installation,the`Work").

MULTI-SEASON AGREEMENTS. Lighting Agreements which cover multiple holiday seasons, Shine Illumination will send a new Estimate (based on the original Estimate) for review and acknowledgment by the City each holiday season.
13