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indemnification provisions of this Agreement,from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
3.2.10.1 Employment Eligibility; Contractor. By executing this Agreement, Contractor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to,the immigration Reform and Control Act of 1986, as may be amended from time to time. Such requirements and restrictions include, but are not limited to, examination and retention of documentation confirming the identity and immigration status of each employee of the Contractor. Contractor also verifies that it has not committed a violation of any such law within the five (5)years immediately preceding the date of execution of this Agreement and shall not violate any such law at any time during the term of the Agreement. Contractor shall avoid any violation of any such law during the term of this Agreement by participating in an electronic verification of work authorization program operated by the United States Department of Homeland Security, by participating in an equivalent federal work authorization program operated by the United States Department of Homeland Security to verify information of newly hired employees, or by some other legally acceptable method. Contractor shall maintain records of each such verification and shall make them available to the City or its representatives for inspection and copy at any time during normal business hours. The City shall not be responsible for any costs or expenses related to Contractor's compliance with the requirements provided for in Section 3.2.10 or any of its sub-sections.
3.2.10.2 Employment Eligibility; Subcontractors, Sub-subcontractors, and Consultants. To the same extent and under the same conditions as Contractor, Contractor shall require all of its subcontractors, sub-subcontractors and consultants performing any work relating to the Project or this Agreement to make the same verifications and comply with all requirements and restrictions provided for in Section 3.2.10.1.
3.2.10.3 Employment Eligibility: Failure to Comply. Each person executing this Agreement on behalf of Contractor verifies that they are a duly authorized officer of Contractor, and understands that any of the following shall be grounds for the City to terminate the Agreement for cause:
(1) failure of Contractor or its subcontractors, sub-subcontractors or consultants to meet any of the requirements provided for in Sections 3.2.10.1 or 3.2.10.2;(2)any misrepresentation or material omission concerning compliance with such requirements (including in those verifications provided to the Contractor under Section 3.2.10.2); or (3) failure to immediately remove from the Project any person found not to be in compliance with such requirements.
3.2.10.4 Labor Certification. By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Workers'Compensation or to undertake self-insurance in accordance with the provisions of that Code and agrees to comply with such provisions before commencing the performance of the Services.
3.2.10.5 Equal Opportunity Employment. Contractor represents that it is an equal opportunity employer, and it shall not discriminate against any subcontractor, employee, or applicant for •
employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion,transfer, recruitment or recruitment advertising, layoff,or termination.
3.2.10.6 Air Quality. Contractor must fully comply with all applicable laws, rules and regulations in furnishing or using equipment and/or providing services, including, but not limited to, -4-
emissions limits and permitting requirements imposed by the California Air Resources Board (CARE), Contractor shall specifically be aware of the CARB limits and requirements' application to "portable equipment", which definition is considered by CARB to include any item of equipment with a fuel-powered engine. Contractor shall indemnify City against any fines or penalties imposed by CARB or any other governmental or regulatory agency for violations of applicable laws,rules and/or regulations by Contractor, its subcontractors, or others for whom Contractor is responsible under its indemnity obligations provided for in this Agreement.
3.2.10.7 Water Quality.
(A) Management and Compliance. To the extent applicable, Contractor's Services must account for, and fully comply with, all local, state and federal laws, rules and regulations that may impact water quality compliance, including, without limitation, all applicable provisions of the Federal Water Pollution Control Act (33 U.S.G. §§ 1300); the California Porter-Cologne Water Quality Control Act (Cal Water Code §§ 13000-14950); laws, rules and regulations of the Environmental Protection Agency and the State Water Resources Control Board;the City's ordinances regulating discharges of storm water; and any and all regulations, policies, or permits issued pursuant to any such authority regulating the discharge of pollutants, as that term is used in the Porter-Cologne Water Quality Control Act, to any ground or surface water in the State.
(B) Liability for Non-Compliance. Failure to comply with the laws, regulations and policies described in this Section is a violation of law that may subject Contractor or City to penalties,fines, or additional regulatory requirements. Contractor shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from and against any and all fines, penalties, claims or other regulatory requirements imposed as a result of Contractor's non-compliance with the laws, regulations and policies described in this Section, unless such non-compliance is the result of the sole established negligence, willful misconduct or active negligence of the City, its officials, officers, agents, employees or authorized volunteers.
(C) Training. In addition to any other standard of care requirements set forth in this Agreement, Contractor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them without impacting water quality in violation of the laws, regulations and policies described in this Section.Contractor further warrants that it, its employees, and subcontractors will receive adequate training, as determined by City, regarding the requirements of the laws, regulations and policies described in this Section as they may relate to the Services provided under this Agreement. Upon request, City will provide Contractor with a list of training programs that meet the requirements of this paragraph.
3.2.11 Insurance.
3.2.11.1 Time for Compliance. Contractor shall not commence Work under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this Section. In addition, Contractor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this Section.
3.2.11,2 Minimum Requirements. Contractor shall, at its expense, procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Agreement by the -5-
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Contractor, its agents, representatives,employees, or subcontractors. Contractor shall also require all of its subcontractors to procure and maintain the same insurance for the duration of the Agreement. Such insurance shall meet at least the following minimum levels of coverage:
(A) Minimum Scope of Insurance. Coverage shall be at least as broad as the latest version of the following: (1) General Liability: Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001); (2) Automobile Liability: Insurance Services Office Business Auto Coverage form number CA 0001, code 1 (any auto); and (3) Workers' Compensation and Employer's Liability:Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.The policy shall not contain any exclusion contrary to the Agreement,including but not limited to endorsements or provisions limiting coverage for (1) contractual liability (including but not limited to ISO CG 24 26 or 21 29);or(2)cross liability for claims or suits by one insured against another. (B) Minimum Limits of Insurance. Contractor shall maintain limits no less than: (1) General Liability: One million dollars ($1,000,000) per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. (2) Automobile Liability: One million dollars ($1,000,000) per accident for bodily injury and property damage. (3) Worker's Compensation as required by the State of Califorrili:1;.Employer's Liability: One million dollars ($1,000,000) per accident for bodily injury or disease. (4) Professional Liability coverage:Two million ($2,000,000) per claim and in aggregate (C) Notices; Cancellation or Reduction of Coverage. At least fifteen (15)days prior to the expiration of any such policy, evidence showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or materially reduced,Contractor shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage,file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced,the City has the right but not the duty to obtain the insurance it deems necessary, and any premium paid by the City will be promptly reimbursed by Contractor or the City may withhold amounts sufficient to pay premium from Contractor payments. In the alternative, the City may suspend or terminate this Agreement.
(D) Additional Insured. The City of Upland,its directors,officials,officers,employees, agents, and volunteers shall be named as additional insureds on Contractor's and its subcontractors' policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.
3.2.11.3 Insurance Endorsements. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by the City to add the following provisions to the insurance policies:
(A) General Liability. The general liability policy shall include or be endorsed (amended) to state that: (1) using ISO CG forms 20 10 and 20 37, or endorsements providing the exact same coverage,the City of Upland, its directors,officials,officers,employees,agents,and volunteers shall be covered as additional insured with respect to the Services or ongoing and complete operations performed by or on behalf of the Contractor, including materials, parts or equipment furnished in connection with such work; and (2) using ISO form 20 01, or endorsements providing the exact same _6_
coverage, the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any excess insurance shall contain a provision that such coverage shall also apply on a primary and noncontributory basis for the benefit of the City before the City's own primary insurance or self-insurance shall be called upon to protect it as a named insured. Any insurance or self-insurance maintained by the City, its directors, officials, officers, employees, agents, and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way. Notwithstanding the minimum limits set forth in Section
3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section
3.2.11.3(A).
(B) Automobile Liability. The automobile liability policy shall include or be endorsed (amended) to state that: (1) the City, its directors, officials, officers, employees, agents, and volunteers shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Contractor or for which the Contractor is responsible; and (2)the insurance coverage shall be primary insurance as respects the City, its directors, officials, officers, employees, agents, and volunteers,or if excess,shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage. Any insurance or self- insurance maintained by the City, its directors,officials, officers, employees,agents, and volunteers shall be excess of the Contractor's insurance and shall not be called upon to contribute with it in any way.
Notwithstanding the minimum limits set forth in Section 3.2.11.2(B), any available insurance proceeds in excess of the specified minimum limits of coverage shall be available to the parties required to be named as additional insureds pursuant to this Section 3.2.11.3(B). (C) Workers' Compensation and Employer's Liability Coverage. The insurer shall agree to waive all rights of subrogation against the City,its directors,officials,officers,employees,agents, and volunteers for losses paid under the terms of the insurance policy which arise from work performed by the Contractor.
(D) All Coverages. Each insurance policy required by this Agreement shall be endorsed to state that: (A) coverage shall not be suspended, voided, reduced or canceled except after thirty(30)days(10 days for nonpayment of premium) prior written notice by certified mail, return receipt requested, has been given to the City; and (B) any failure to comply with reporting or other provisions of the policies, including breaches of warranties,shall not affect coverage provided to the City, its directors, officials, officers, employees, agents, and volunteers. Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officials,officers, employees, agents and volunteers, or any other additional insureds.
3.2.11.4 Separation of Insureds; No Special Limitations; Waiver of Subrogation. All insurance required by this Section shall contain standard separation of insureds provisions. In addition, such insurance shall not contain any special limitations on the scope of protection afforded to the City, its directors, officials, officers, employees, agents, and volunteers. All policies shall waive any right of subrogation of the insurer against the City,its officials,officers,employees,agents,and volunteers,or any other additional insureds, or shall specifically allow Contractor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Contractor hereby waives its own right of recovery against City, its officials, officers, employees, agents, and volunteers, or any other additional insureds,and shall require similar written express waivers and insurance clauses from each of its subcontractors.
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3.2.11.5 Deductibles and Self-Insurance Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City. Contractor shall guarantee that, at the option of the City, either: (1)the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its directors,officials,officers, employees,agents, and volunteers; or(2)the Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses.
3.2.11.6 Subcontractor Insurance Requirements. Contractor shall not allow any subcontractors to commence work on any subcontract relating to the work under the Agreement until they have provided evidence satisfactory to the City that they have secured all insurance required under this Section. If requested by Contractor, the City may approve different scopes or minimum limits of insurance for particular subcontractors. The Contractor and the City shall be named as additional insurers on all subcontractors' policies of Commercial General Liability using ISO form 20 38, or coverage at least as broad.
3.2.11.7 Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating no less than A:Vlll, licensed to do business in California, and satisfactory to the City.
3.2.11.8 Verification of Coverage. Contractor shall furnish City with original certificates of insurance and endorsements effecting coverage required by this Agreement on forms satisfactory to the City, The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf and shall be on forms provided by the City if requested. All certificates and endorsements must be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, at any time.
3.2.11,9 Reporting of Claims. Contractor shall report to the City, in addition to Contractor's insurer,any and all insurance claims submitted by Contractor in connection with the Services under this Agreement.
3.2.12 Safety. Contractor shall execute and maintain their work so as to avoid injury or damage to any person or property. In carrying out its Services, the Contractor shall at all times be in compliance with all applicable local, state, and federal laws, rules, and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and lifesaving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors,such as safe walkways,scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices,equipment and wearing apparel as are necessary or[awfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures.
3.2.13 Bonds.
3.2.13.1 Performance Bond. If required by law or otherwise specifically requested by City in Exhibit "B" attached hereto and incorporated herein by reference, Contractor shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total, not-to- exceed compensation indicated in this Agreement,and in a form provided or approved by the City. if such -8-
bond is required, no payment will be made to Contractor until it has been received and approved by the City.
3.2.13.2 Payment Bond. If required by law or otherwise specifically requested by City in Exhibit"B"attached hereto and incorporated herein by reference,Contractor shall execute and provide to City concurrently with this Agreement a Payment Bond in the amount of the total, not-to-exceed compensation indicated in this Agreement, and in a form provided or approved by the City. If such bond is required, no payment will be made to Contractor until it has been received and approved by the City.
3.2.13.3 Bond Provisions. Should,in City's sole opinion,any bond become insufficient, or any surety be found to be unsatisfactory, Contractor shall renew or replace the affected bond within 10 days of receiving notice from City. In the event the surety or Contractor intends to reduce or cancel any required bond, at least thirty(30) days prior written notice shall be given to the City, and Contractor shall post acceptable replacement bonds at least ten (10) days prior to expiration of the original bonds.
No further payments shall be deemed due or will be made under this Agreement until any replacement bonds required by this Section are accepted by the City.To the extent,if any,that the total compensation is increased in accordance with the Agreement,the Contractor shall, upon request of the City, cause the amount of the bonds to be increased accordingly and shall promptly deliver satisfactory evidence of such increase to the City. To the extent available,the bonds shall further provide that no change or alteration of the Agreement (including, without limitation, an increase in the total compensation, as referred to above), extensions of time, or modifications of the time, terms, or conditions of payment to the Contractor, will release the surety. If the Contractor fails to furnish any required bond, the City may terminate this Agreement for cause.
3.2.13.4 Surety Qualifications. Only bonds executed by an admitted surety insurer,as defined in Code of Civil Procedure Section 995,120, shall be accepted. The surety must be a California- admitted surety with a current A.M. Best's rating no less than A:Vlll and satisfactory to the City. If a California-admitted surety insurer issuing bonds does not meet these requirements, the insurer will be considered qualified if it is in conformance with Section 995.660 of the California Code of Civil Procedure, and proof of such is provided to the City.
3.2.14 Accounting Records. Contractor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Contractor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Contractor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
3.2,15 Work Site.
3,2.15,1 Inspection Of Site. Contractor shall visit sites where Services are to be performed and shall become acquainted with all conditions affecting the Services prior to commencing the Services. Contractor shall make such examinations as it deems necessary to determine the condition of the work sites, its accessibility to materials, workmen and equipment, and to determine Contractor's ability to protect existing surface and subsurface improvements. No claim for allowances—time or money— will be allowed as to such matters after commencement of the Services.
3.2.15.2 Field Measurements. Contractor shall make field measurements,verify field conditions, and shall carefully compare such field measurements and conditions and other information
known to Contractor with the Contract Documents, including any plans, specifications, or scope of work before commencing Services. Errors,inconsistencies,or omissions discovered shall be reported to the City immediately and prior to performing any Services or altering the condition.
3.2.16 Loss and Damage. Contractor shall be responsible for all loss and damage which may arise out of the nature of the Services agreed to herein, or from the action of the elements, or from any unforeseen difficulties which may arise or be encountered in the prosecution of the Services until the same is fully completed and accepted by City.
3.2.17 Warranty, Contractor warrants all Services under the Contract (which for purposes of this Section shall be deemed to include unauthorized work which has not been removed and any non-conforming materials incorporated into the work) to be of good quality and free from any defective or faulty material and workmanship, Contractor agrees that for a period of one year (or the period of time specified elsewhere in the Contract or in any guarantee or warranty provided by any manufacturer or supplier of equipment or materials incorporated into the work, whichever is later) after the date of final acceptance, Contractor shall within ten (10) days after being notified in writing by the City of any defect in the Services or non-conformance of the Services to the Contract,commence and prosecute with due diligence all Services necessary to fulfill the terms of the warranty at its sole cost and expense.
Contractor shall act sooner as requested by the City in response to an emergency. In addition,Contractor shall, at its sole cost and expense, repair and replace any portions of the work (or work of other contractors) damaged by its defective Services or which becomes damaged in the course of repairing or replacing defective work. For any work so corrected, Contractor's obligation hereunder to correct defective work shall be reinstated for an additional one-year period, commencing with the date of acceptance of such corrected work. Contractor shall perform such tests as the City may require verifying that any corrective actions,including,without limitation, redesign, repairs,and replacements comply with the requirements of the Contract. All costs associated with such corrective actions and testing, including the removal, replacement, and reinstitution of equipment and materials necessary to gain access, shall be the sole responsibility of the Contractor. All warranties and guarantees of subcontractors, suppliers, and manufacturers with respect to any portion of the work, whether express or implied, are deemed to be obtained by Contractor for the benefit of the City, regardless of whether or not such warranties and guarantees have been transferred or assigned to the City by separate agreement and Contractor agrees to enforce such warranties and guarantees,if necessary,on behalf of the City. In the event that Contractor fails to perform its obligations under this Section, or under any other warranty or guaranty under this Contract,to the reasonable satisfaction of the City,the City shall have the right to correct and replace any defective or non-conforming work and any work damaged by such work or the replacement or correction thereof at Contractor's sole expense. Contractor shall be obligated to fully reimburse the City for any expenses incurred hereunder upon demand.
3.3 Fees and Payments.
3.3.1 Compensation. Contractor shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit"C" attached hereto and incorporated herein by reference. This amount shall not exceed Three Hundred Thousand Dollars $300,000.00 annually, for a total compensation of Nine Hundred Thousand Dollars $900,000.00 for the term of the Agreement.
3.3.2 Payment of Compensation. Contractor shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Contractor. The statement shall describe the amount of Services and supplies provided since the initial commencement date,or since - 1 0-
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the start of the subsequent billing periods, as appropriate,through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon.
3.3.3 Deductions. City may deduct or withhold, as applicable, from each progress payment an amount necessary to protect City from loss because of: (1) stop payment notices as allowed by state law; (2) unsatisfactory prosecution of the Services by Contractor; (3)sums representing expenses, losses, or damages as determined by the City, incurred by the City for which Contractor is liable under the Agreement; and (4) any other sums which the City is entitled to recover from Contractor under the terms of the Agreement or pursuant to state law,including Section 1727 of the California Labor Code. The failure by the City to deduct any of these sums from a progress payment shall not constitute a waiver of the City's right to such sums.
3.3.4 Reimbursement for Expenses. Contractor shall not be reimbursed for any expenses unless authorized in writing by City.
3.3.5 Extra Work. At any time during the term of this Agreement, City may request that Contractor perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. The City Manager may approve Extra Work up to ten percent(10%) of the amount of the Agreement or fifty thousand dollars ($50,000.00). In no event shall the total sum of the agreement(basic compensation amount and Extra Work) exceed fifty thousand dollars ($50,000.00). Any Extra Work in excess of this amount shall be approved by the City Council. Contractor shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative.
3.3.6 Prevailing Wages. Contractor is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 16000, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on certain"public works"and"maintenance" projects. If the Services are being performed as part of an applicable"public works" or"maintenance" project, as defined by the Prevailing Wage Laws,and if the total compensation is$1,000 or more, Contractor agrees to fully comply with such Prevailing Wage Laws. City shall provide Contractor with a copy of the prevailing rates of per diem wages in effect at the commencement of this Contract. Contractor shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request and shall post copies at Contractor's principal place of business and at the project site. Contractor shall defend, indemnify, and hold the City, its officials, officers, employees,and agents free and harmless from any claims, liabilities, costs, penalties,or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon the Contractor and all subcontractors to comply with all California Labor Code provisions, which include but are not limited to prevailing wages(Labor Code Sections 1771, 1774 and 1775),employment of apprentices (Labor Code Section 1777.5), certified payroll records (Labor Code Sections 1771.4 and 1776), hours of labor (Labor Code Sections 1813 and 1815) and debarment of contractors and subcontractors(Labor Code Section 1777.1). The requirement to submit certified payroll records directly to the Labor Commissioner under Labor Code section 1771.4 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Section 1771.4.
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3.3.7 Registration/DIR Compliance. If the Services are being performed as part of an applicable "public works" or "maintenance" project, and if the total compensation is $15,000 or more, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Contractor and all subcontractors performing such Services must be registered with the Department of Industrial Relations. Contractor shall maintain registration for the duration of the Project and require the same of any subcontractors, as applicable. This Project may also be subject to compliance monitoring and enforcement by the Department of Industrial Relations. It shall be Contractor's sole responsibility to comply with all applicable registration and labor compliance requirements. Notwithstanding the foregoing, the contractor registration requirements mandated by Labor Code Sections 1725.5 and 1771.1 shall not apply to work performed on a public works project that is exempt pursuant to the small project exemption specified in Labor Code Sections 1725.5 and 1771.1. Any stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor that affect Contractor's performance of Services, including any delay,shall be Contractor's sole responsibility. Any delay arising out of or resulting from such stop orders shall be considered Contractor caused delay and shall not be compensable by the City. Contractor shall defend, indemnify,and hold the City, its officials,officers, employees, and agents free and harmless from any claim or liability arising out of stop orders issued by the Department of Industrial Relations against Contractor or any subcontractor.
3.4 Termination of Agreement.
3.4.1 Grounds for Termination. City may, by written notice to Contractor, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Contractor of such termination,and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Contractor shall be compensated only for those services which have been adequately rendered to City, and Contractor shall be entitled to no further compensation. Contractor may not terminate this Agreement except for cause.
3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Contractor to provide all finished or unfinished Documents and Data and other information of any kind prepared by Contractor in connection with the performance of Services under this Agreement.
Contractor shall be required to provide such document and other information within fifteen (15) days of the request.
3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein,City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
3.5 General Provisions.
3.5.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address,or at such other address as the respective parties may provide in writing for this purpose:
Contractor:
Hardy& Harper, Inc.
32 Rancho Circle
Lake Forest, CA 92630
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City:
City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: Michael Blay, City Manager
With Copy To:
City of Upland
460 N. Euclid Avenue
Upland, CA 91786
Attn: City Attorney
Such notice shall be deemed made when personally delivered or when mailed,forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
3.5.2 Indemnification.
3.5.2.1 Scope of Indemnity. To the fullest extent permitted by law, Contractor shall defend, indemnify and hold the City, its officials, employees, agents and volunteers free and harmless from any and all claims, demands, causes of action, sults, actions, proceedings, costs, expenses, liability, judgments, awards, decrees, settlements, loss, damage or injury of any kind, in law or equity, regardless of whether the allegations are false,fraudulent,or groundless,to property or persons, including wrongful death, (collectively, "Claims") in any manner arising out of, pertaining to, or incident to any alleged acts, errors or omissions, or willful misconduct of Contractor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Contractor's Services,the Project or this Agreement,including without limitation the payment of all expert witness fees,attorneys'fees and other related costs and expenses. Notwithstanding the foregoing,to the extent required by Civil Code section 2782, Contractor's indemnity obligation shall not apply to liability for damages for death or bodily injury to persons, injury to property,or any other loss, damage or expense which is caused by the sole or active negligence or willful misconduct of the City or the City's agents,servants,or independent contractors who are directly responsible to the City.
3.5.2.2 Additional Indemnity Obligations. Contractor shall defend, with counsel of City's choosing and at Contractor's own cost, expense, and risk, any and all Claims covered by this indemnification section that may be brought or instituted against City or its officials, employees, agents, and volunteers. In addition, Contractor shall pay and satisfy any judgment, award or decree that may be rendered against City or its officials, employees, agents, and volunteers as part of any such claim, suit, action, or other proceeding. Contractor shall also reimburse.City for the cost of any settlement paid by City or its officials, employees, agents, and volunteers as part of any such claim, suit, action, or other proceeding. Such reimbursement shall include payment for City's attorney's fees and costs, including expert witness fees. Contractor shall reimburse City and its officials, employees, agents, and volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Contractor's obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its officials,employees, agents,and volunteers.
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3.5.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County, California. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims, and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a valid lawsuit against the City.
3.5.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.
3.5.5 City's Right to Employ Other Contractors. City reserves right to employ other contractors in connection with this Project.
3.5.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the parties.
3.5.7 Assignment or Transfer. Contractor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation, or transfer.
3.5.8 Construction; References;Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning,and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not workdays. All references to Contractor include all personnel,employees,agents,and subcontractors of Contractor,except as otherwise specified in this Agreement. All references to City include its officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content,or intent of this Agreement.
3.5.9 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
3.5.10 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.
3.5.11 No Third-Party Beneficiaries. Except to the extent expressly provided for in Section
3.5.7,there are no intended third-party beneficiaries of any right or obligation assumed by the Parties.
3.5.12 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction,the remaining provisions shall continue in full force and effect.
- 14-
3.5.13 Prohibited Interests. Contractor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Contractor,to solicit or secure this Agreement. Further, Contractor warrants that it has not paid, nor has it agreed to pay any company or person, other than a bona fide employee working solely for Contractor,any fee,commission, percentage, brokerage fee, gift, or other consideration contingent upon or resulting from the award or making of this Agreement. Contractor further agrees to file,or shall cause its employees or subcontractors to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement,no member,officer,or employee of City, during the term of his or her service with City,shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
3.5.14 Cooperation; Further Acts. The Parties shall fully cooperate with one another and shall take any additional acts or sign any additional documents as may be necessary,appropriate,or convenient to attain the purposes of this Agreement.
3.5.15 Authority to Enter Agreement. Contractor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
3.5.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.
3.5.17 Entire Agreement. This Agreement contains the entire Agreement of the parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both parties. [SIGNATURES ON FOLLOWING PAGE]
- 15-
SIGNATURE PAGE FOR
MAINTENANCE SERVICES AGREEMENT
BETWEEN THE CITY OF UPLAND
AND HARDY&HARPER, INC.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
CITY OF UPLAND HARDY&HARPER, INC.
APPROVED BY: By:
BILL VELTO
Mayor Its:Vice President
ATTESTED BY: Printed Name: Michael Murray
By:
KERI JOHNSON
City Clerk
•
Its: Corporate Secretary
APPROVED AS TO FORM:
Printed Name: Kristen Paulin()
Best Best& Krieger LLP •
City Attorney 215952 •
Contractor's License Number •
1000000076
DIR Registration Number
•
EXHIBIT A
SCOPE OF SERVICES •
Scope of Services
The successful proposer will be awarded a contract with an annual "not to exceed amount" estimated to be between $150,000 to $300,000 and established prices for labor, equipment, and materials (please refer to details within Exhibit "A", Scope of Services for this project).
The successful proposer shall be asked to provide repairs at various locations within the city based upon these established fees. Equipment and labor prices will be established as a part of this RFP process, along with costs for materials typically required for the work to be performed. Upon occasion, materials required will not be specifically established in the fee schedule. For those materials, the contractor will submit actual costs and be allowed a set mark-up as established in the basic contract.
The Contractor shall respond to individual calls for service within one (1) working day. The Work will then be scheduled by mutual agreement and be completed with the time agreed upon for each specific item of work. Failure to promptly respond or to complete the work in a timely manner shall give cause for termination of this agreement at the City's sole discretion.
•
•
EXHIBIT B
A Payment Bond and a Performance Bond, each in the amount of Three Hundred Thousand Dollars, are required and shall be renewed annually.
•
•
•
•
•
•
•
EXITBIT C
HARDY & HARPER
FEE SCHEDULE
On-Call Asphalt Repair—Standard Pricing — 2023
Equipment Breakdown (w/o Labor) Daily Rate
Flat Bed Truck w/Compressor Mount $330
Bob-Tail Truck 9-1 1 Yards $320
Concrete Flat Bed Truck $300
Dump Truck 9-1 1 Yards $350
Air Compressor $160
Water Truck $320
Skip Loader(incl trailer) $350
Flat Bed Truck w/3-5 Ton roller combo $670
Dump Truck w/Skip Loader&Trailer combo $700 10-1 2 Ton Roller(Intl trailer) $620
3-5 Ton Roller(Intl trailer) $370
Berm Machine(min.charge) $1,500
Bobcat w/bucket $250
Bobcat w/grinder $310
Materials Unit; Cost
Asphalt(D2-PG 64-10 Mix) in accordance with SSPWC TON $95.00 Subsections 203-6 "AC" and 302-5 "AC"
Asphalt(C2-PG 64-10 Mix) in accordance with SSPWC TON $92.00 Subsections 203-6 "Asphalt Concrete" and 302-5 "AC"
Asphalt Plant Opening on Saturday EACH $1,000 Crushed Aggregate Base (CAB) per SSPWC Section 200-2.2 CUBIC YARD $25.00 Crushed Misc. Base (CMB) per SSPWC Section 200-2.4. CUBIC YARD $15.00 Note: Processed Miscellaneous Base will NOT be allowed.
Tack Coat Grade SS-1 h per SSPWC Subsection 302-5.4 SQ. FT. $1.00 Concrete(3 - 10 C.Y.) CUBIC YARD $195.00
Short Load Charge (less than 3 C.Y.) EACH $700.00
EXITBIT C
HARDY & HARPER
FEE SCHEDULE
On-Call Asphalt Repair-Standard Pricing - 2023
Asphalt 4"thick Remove and Replace Unit Unit Price (Includes sawcut/grind, tack coat, 95%Comp)
1 0 -500 SQ.FT. $13.50
2 501 -2,000 SQ. FT. $10.00
3 2,001 -5,000 SQ. FT. $7.00
4 5,001 - 15,000 SQ.FT. $4.50
5 15,001 -30,000 SQ.FT. $3.50
Asphalt 6"thick- Remove and Replace in 2 - Unit Unit Price Lifts (Saw-cut/grind,tack coat, 95% Comp.)
1 0-500 SQ. FT. $17.00
2 501 -2,000 SQ.FT. $11.75
3 2,001 -5,000 SQ. FT. $9.25
4 5,001 - 15,000 SQ. FT. $5.75
5 15,001 -30,000 SQ. FT. $4.75
6" Asphalt Berm -Machine Unit Unit Price 1 0-500 LINEAR FT. $12.00
2 501 - 1,000 LINEAR FT. $11.00
8"Asphalt Berm - Machine Unit Unit Price
1 0 --500 LINEAR FT. $13.00
2 501 - 1,000 LINEAR FT. $12.00
"T-Cut"Asphalt Grinding-0 12' Depth w/ Unit Unit Price
0.1 2' AC.Overlay
1 0-500 SQ. FT. $9.50
2 501 -2,500 SQ. FT. $4.50
3 2,501 -5,000 SQ. FT. $3.25
EXITBIT C
HARDY & HARPER
FEE SCHEDULE
On-Call Asphalt Repair—Standard Pricing — 2023
Striping (Two Coats Paint) Unit Unit Price
1 4-inch White Stripe LINEAR FT. $1.15
2 6-inch White Stripe LINEAR FT. $1.45
3 8-inch White Stripe LINEAR FT. $1.75
4 4-inch Yellow Stripe LINEAR FT. $1.15
5 4-inch Double Yellow Stripe LINEAR FT. $2.30
Striping (Thermoplastic) per Caltrans Std. Unit Unit Price:
1 12-inch White Crosswalk SQ. FT. $5.00 2 12-inch White "Ladder Style" Crosswalk SQ. FT. $5.00 3 12-inch Yellow Crosswalk SQ. FT. $5.00 4 12-inch Yellow "Ladder Style" Crosswalk SQ. FT. $5.00 5 12-inch White Stop Bar SQ. FT. $5.00 6 Pavement Legend (Arrows, Speed Limit Markings) EACH $200.00 7 Pavement Legend ("STOP") EACH $300.00
8 Pavement Legend ("STOP AHEAD") EACH $300.00 9 Pavement Legend ("KEEP CLEAR") EACH $300.00 10 Pavement Legend ("SIGNAL AHEAD") EACH $350.00 11 Pavement Legend ("SLOW SCHOOL XING") EACH $400.00 12 Pavement Legend (Railroad Crossing Symbol) EACH $200.00 13 Pavement Legend (Bike Lane Symbol) EACH $200.00
EXITBIT C
HARDY & HARPER
FEE SCHEDULE
On-Call Asphalt Repair—Standard Pricing —2023
A.C. Cap Over Existing (Skin Patch) Unit Unit Price (1"- 1.25" Nominal Thickness)
1 0— 1,000 SQ. FT. $1 1.50
2 1,001 —5,000 SQ. FT. $9.50
3 5,001 — 10,000 SQ. FT. $7.50
4 10,001 + S.F. SQ. FT. $5.50
Slurry Seal Type 1 Unit Unit Price
1 0— 1,000 SQ. FT. $5.15
2 1,001 —5,000 SQ. FT. $2.85
3 5,001 — 10,000 SQ. FT. $1.45
4 10,001 + S.F. SQ. FT. $0.65
Slurry Seal—Type 2 Unit Unit Price
1 0— 1,000 SQ. FT. $5.15
2 1,001 —5,000 SQ. FT. $2.90
3 5,001 — 10,000 SQ. FT. $1.50
4 10,001 + S.F. SQ. FT. $0.75
4pF DP wJ
CALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits City Officers from participating in any action concerning a license, permit,other entitlement for use,franchise, or contract(collectively"license, permit,or contract")if they receive political contribution(s)from a party, or its agent(s), totaling more than $500 within the twelve (12) months before the proceeding, while a proceeding is pending, and for twelve (12) months following the date of a final decision in a proceeding.
The Levine Act also requires a member of the Upland City Council who has received such a contribution to disclose the contribution on the record of the proceeding and recuse themselves before the proceeding unless the violation has been properly cured.
Current Upland City Council Members are listed at:
https://www.uplandca.gov/city-council-treasurer
Parties and their Agents are responsible for accessing the link to review the names and disclosing their applicable contributions to City Officers on the record of a proceeding.
As a party to a proceeding,you are also required to provide information below about contributions made by you, your agents on behalf of you or your organization, your organization subject to the proceeding with the City, and any organization you direct or control pursuant to the aggregation rules at FPPC Reg. § 18438.5, except for uncompensated officers of a nonprofit organization. This form is to be submitted to the City of Upland and is a public record. If you have any questions about this form, please contact your City representative for assistance.
1. Have you or your company,or any agent/board member on behalf of you or your company/entity, made any political contributions of more than $500 to any Upland City Council Member in the 12 months preceding the date of the submission of your proposal or application,or the anticipated date of any Council action?
YES If yes, please identify the Council Member(s):
X NO
2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $500 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? YES If yes, please identify the Council Member(s):
)(NO
Answering yes to either of the two questions above does not preclude the Upland City Council from awarding a contract or approving an application or any subsequent action. It does, however, preclude the identified Council Member(s)from participating in any actions related to your proposal or application. ( \/ 7:U
Date Signature of authorized individual
Httr-PO Alq ft4kRet—/C4 a (Weir 0460N
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 Req 18438.4 particular decision in a proceeding if that person
lobbies in person the officers or employees of the
agency, testifies in person before the agency, or
otherwise acts to influence officers of the agency.
A person who represents a party or participant for
compensation and appears before or otherwise
Agent communicates with the governmental agency for the FPPC Req 18438.3 purpose of influencing the pending proceeding. See
FPPC Reg 18438.3 for exceptions for certain
consultants.
A contract required by law to be awarded to the lowest
responsible bidder with a responsive bid, or, if the FPPC 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 Req employment or retirement policy for employees or 18438.2(a)(3)(B) retirees, including a project labor agreement entered
under Public Contract Code Section 2500.
Personal A contract for employment, including the terms and Employment conditions of employment, between the agency and FPPC Req Contract an agency employee.A contract with an independent 18438.2(a)(3)(C)-(D) contractor is NOT a personal employment contract.
4c,°v °p`qt CITFUP LAND
o "The City of Gracious Living"
- -
DATE: June 22,2026
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
ALEX GONZALEZ,OPERATIONS SUPERVISOR
SUBJECT: CONSIDER PURCHASE APPROVAL OF THREE CHEVROLET EQUINOX ELECTRIC
VEHICLES FROM NATIONAL AUTO FLEET GROUP
RECOMMENDED ACTION:
It is recommended that the City Council approve the purchase of three(3)2026 Chevrolet Equinox electric vehicles (EVs)with National Auto Fleet Group of Watsonville,California for a total amount of$117,018.56;and authorize the City Manager to execute all necessary documents for the purchase of the vehicles.
GOAL STATEMENT
The proposed action supports the City's goal of the ongoing long-term City-wide fleet replacement and modernization program.
BACKGROUND
The Public Works Fleet Maintenance Division is responsible for purchase, disposal, maintenance and operation of City vehicles and equipment.As a part of the City's long term fleet replacement and modernization program,the Fleet Maintenance Division works with all the City's Departments on designing,acquisition,and vehicle replacement.
On June 9,2025,the City Council approved the Fiscal Year 2025-26 Mid-Cycle Budget,which included a budget of $120,000 in the Air Quality Management District(AQMD)Fund for 3 electric vehicles in the Police Department.
ISSUES AND ANALYSIS
At the request of the Upland Police Department,the Public Works Fleet Maintenance Division requested a quote from National Auto Fleet Group, who was awarded Sourcewell Contract No. 081325-NAF for the purchase of three (3) 2026 Chevrolet Equinox EV.
Sourcewell, formally known as the National Joints Powers Alliance (NJPA) is a self-sustaining government organization with over 40 years of dedicated service helping government, education, and nonprofit organizations operate efficiently by providing contract purchasing solutions through Cooperative Purchasing. Cooperative Purchasing is"procurement conducted by,or on behalf of, one or more Public Procurement Units"as defined by the American Bar Association Model Procurement Code for State and Local Governments. This arrangement allows multiple agencies to combine their buying requirements into a single contract and aggregate volume to enhance their purchasing power.
The requested vehicles will replace one outdated unit currently utilized by the Police Department's detectives,which has reached the end of its useful service life and is increasingly costly to maintain,while also adding two additional vehicles to support expanding operational needs. This approach is consistent with the City's long-term fleet replacement and modernization program and ensures that detectives are equipped with reliable, efficient, and technologically current transportation necessary to effectively perform their duties. The acquisition of these vehicles will improve operational readiness,reduce maintenance downtime,and enhance the Department's capacity to respond to service demands while supporting the City's commitment to maintaining a safe and dependable fleet.
ENVIRONMENTAL DETERMINATION
The purchase of a vehicle for maintenance is not considered a project under the California Environmental Quality Act (CEQA)and is Exempt from CEQA.
FISCAL IMPACTS
The total fiscal impact of this action is $117,018.56. There are available funds in the Fiscal Year 2025-26 operating budget,AQMD Account No. 2112502-5531.
ALTERNATIVES
Provide alternative direction to staff.
CEQA:Not a Project.
5/19/26,2:55 PM Sell,service,and deliver letter National Auto Fleet Group
A Diviolon el Chevrolet of WeteonvIlle
xvaka 490 Auto Center Drive, Watsonville, CA 95076
(855) 269-6572 0 (831 J 480-8497 Fax
FleetIONationalAutoFleetGroup.com
5/19/2026 Government Quote ID: 34537 R1
Mr Alex Gonzalez Order Cut Off Date: 5/29/2026
City of Upland
1370 N Benson Ave
Upland, California, 91786
Dear Alex Gonzalez,
National Auto Fleet Group is pleased to quote the following vehicle(s)for your consideration.
Three (3) New/Unused 2026 Chevrolet Equinox EV (1MB48) 4dr LT1 wIPCY, delivered to your specified location, each for
One Unit One Unit Total % Extended Total Savings (MSRP) Savings Units (3)
Contract Price $37,590.00 $36,039.39 4.125 % $108,118.16 $4,651.84 Tax (7.7500 %) $2,793.05 $8,379.15
Tire fee $8.75 $26.25
Transportation $165.00 $495.00
Total $39,006.19 $117,018.56
- per the attached specifications.
This vehicle(s) is available under the Sourcewell Contract 081325-NAF . Please reference this Contract number on all purchase orders to National Auto Fleet Group. Payment terms are Net 20 days after receipt of vehicle.
Thank you in advance for your consideration. Should you have any questions, please do not hesitate to call.
Sincerely,
Yesenia Covarrubias
Account Manager Sourcewell
[email protected] Awarded Contract (626)457-5590
Contract#t}&132n-NAF
QG� •
CHEVROLET TOYOTA 140
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5/19/26,2:55 PM Sell,service,and deliver letter Vehicle Configuration Options
EMISSIONS
Code 'Description
YF5 Emissions, California state requirements
ENGINE
Code Description
ENO Engine, none, (STD) _� ...... v
TRANSMISSION
Code Description
MF'1 Transmission, none (electric drive unit), (STD)
PREFERRED EQUIPMENT GROUP
Code Description
2LT LT Preferred Equipment Group, includes standard equipment WHEELS
Code Description u �.
REH Wheels, 19" (48.3cm), (STD)
TIRES
Code Description
QLU Tires, 245/55R19 all-season blackwall, (STD)
PAINT _.. � . .. ..
Code Description
GBA Black
SEAT TYPE
Code Description
AR9 Seats, front bucket, (STD)
SEAT TRIM
Code Description
EKV Black, Cloth seat trim
ADDITIONAL EQUIPMENT
Code 'Description
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5/19/26,2:55 PM Sell,service,and deliver letter PCR LPO, All-Weather Mat Package, includes (CAV) all-weather cargo area liner, LPO and •
(VAV) all-weather floor mats, LPO
VAV LPO,All-weather floor mats
CAV LPO,All-weather cargo area liner
MODEL OPTION
Code Description � .. .. ..... �_ _ � _. � �___.... _ .____ •
•
• PCY LT 1 •
• PROPULSION
• Code Description
•
FWD Propulsion, front wheel drive, (STD)
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5119126,2:55 PM Sell,service,and deliver letter 2026 Fleet/Non-Retail Chevrolet Equinox EV 4dr LT1 w/PCY
WINDOW STICKER
2026 Chevrolet Equinox EV 4dr LT1 w/PCY
CODE MODEL MSRP
1MB48 2026 Chevrolet Equinox EV 4dr LT1 w/PCY $34,995.00
OPTIONS
YF5 Emissions, California state requirements $500.00 ENO Engine, none, (STD) $0.00
MF1 Transmission, none (electric drive unit), (STD) $0.00 2LT LT Preferred Equipment Group, includes standard equipment $0.00 REH Wheels, 19" (48.3cm), (STD) $0.00
QLU Tires, 245/55R19 all-season blackwall, (STD) $0.00 GBA Black $0.00
AR9 Seats,front bucket, (STD) $0.00
EKV Black, Cloth seat trim $0.00
PCR LPO,All-Weather Mat Package, includes (CAV) all-weather cargo area liner, LPO and (VAV)all- $295.00 weather floor mats, LPO
VAV LPO,All-weather floor mats INC
CAV LPO,All-weather cargo area liner INC
PCY LT 1 $0.00
FWD Propulsion,front wheel drive, (STD) $0.00 Please note selected options override standard equipment SUBTOTAL $35,790.00
Advert/Adjustments $0.00
Manufacturer Destination Charge $1,800.00
TOTAL PRICE $37,590.00
Est City: N/A MPG
Est Highway: N/A MPG
Est Highway Cruising Range: N/A mi
Any performance-related calculations are offered solely as guidelines.Actual unit performance will depend on your operating conditions.
Notes
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•
•
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5/19/26,2:55 PM Sell,service,and deliver letter Standard Equipment
MECHANICAL
Engine, none (STD)
Battery, 12V160AH, 680 ENCCA(STD)
Propulsion, front wheel drive (STD)
Transmission, none (electric drive unit) (STD)
EXTERIOR
Wheels, 19" (48.3cm) (STD)
Tires, 245155R19 all-season blackwall (STD)
INTERIOR
Seats, front bucket (STD)
CHARGING CORD
Dual Level Charge Cord, dual-mode, portable, 120-volt (1.4 kW) and 240-volt (7.7 kW) capability swappable NEMA 5-15 and NEMA 14-50 plugs with SAE J1772 vehicle connection
ADDITIONAL EQUIPMENT
Chevy Safety Assist includes Automatic Emergency Braking, Front Pedestrian Braking, Lane Keep Assist with Lane Departure Warning, (UE4) Following Distance Indicator, (UEU) Forward Collision Alert and (TQ5) lntelliBeam (Automatic Emergency Braking replaced by (UGN) Enhanced Automatic Emergency Braking. Lane Keep Assist with Lane Departure Warning replaced by (UKM) Enhanced Lane Keep Assist with Lane Departure Warning. Front Pedestrian Braking replaced by standard (UKT) Front Pedestrian and Bicyclist Braking.)
Electric drive unit, primary, 1 motor, integrated inverter, park system, 76F Battery Pack, Propulsion
.x m ,. —
Fuel, none
Emission system zero emission vehicle (ZEV)
Electronic Precision Shift
Propulsion, electric, FWD
Vehicle-to-home (V2H) all V2H-capable GM EV's can provide power to your properly equipped home in a blackout to all equipment groups. (The GM Energy PowerShift Charger and GM Energy V2H Enablement Kit requires an adequately charged and properly equipped GM EV having bidirectional charging capabilities, a properly equipped home, and proper grid interconnection. Some eligible 24MY EVs will require a dealership or over-the-air update to enable bidirectional charging. Weather conditions, life of the battery, vehicle variation and usage, and other external factors may impact the duration of power supply. Power supply may be interrupted. It is not recommended that the following httpsa/ www.nationalautotieetgroup.com/OrderRequest/SSDPrint/34537?ws=true&se=true&ssdType=Quickouote Page 489 of 673
5/19/26,2:55 PM Sell,service,and deliver letter devices be powered with the GM Energy PowerShift Charger and V2H Enablement Kit: Medical Devices.)
AC Charging, 11.5 kW capable
Brakes, 17" front and rear sliding caliper disc with DURALIFE rotors with regenerative capability. 4 wheel disc and 4-wheel antilock braking.
Brake lining, non-asbestos, organic
Brake rotor, FNC
Suspension, Ride and Handling
Wheel, spare, none
Tire, spare, none
Tire Inflator Kit (Included with 19" (48.3 cm) wheel
.)
Lamp, front marker, LED
Headlamps, LED, with LED Daytime Running Lamps
Tail lamps, LED
IntelliBeam, automatic high beam on/off
Glass, side front tempered, solar glazing
Glass, privacy
Glass, rear, deep tint
Mirrors, outside power-adjustable, manual-folding
Mirror caps, painted
Wipers, front intermittent
License plate front mounting package (will be forced on orders with ship-to states that require a front license plate)
Door handles, body-color
Liftgate, manual
Recovery hook, front
Recovery hook, rear
'Audio system, 17.7" diagonal advanced color LCD display with Google built-in compatibility (select service plan required, terms and limitations apply), including navigation capability, connected apps, personalized profiles for each driver's settings, and Natural Voice Recognition Audio system feature, 6-speaker system
SiriusXM with 360L Trial Subscription. SiriusXM with 360L transforms your customers' ride with our most extensive and personalized radio experience on the road. (IMPORTANT: The SiriusXM trial subscription is not provided on vehicles that are ordered for Fleet Daily Rental ("FDR") use. Trial subscription is subject to the SiriusXM Customer Agreement and privacy policy, visit siriusxm.com which includes full terms and how to cancel.All fees, content, features, and availability are subject to change. Some features require GM connected vehicle services.) 5G Wi-Fi Hotspot capable (Terms and limitations apply. See onstar.com or dealer for details.) Seat trim, Cloth
Seat adjuster, driver 6-way manual
Seat adjuster, front passenger 4-way manual
Seat, rear 60/40-split folding
Headrest, rear center
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5/19/26,2:55 PM Sell,service,and deliver letter Console, floor, with armrest
Armrest, rear center, with cup holders
i Floor mats, front, carpeted
Floor mats, rear, carpeted
Steering column, tilt and telescopic
Speedometer, miles/kilometers, miles odometer
Display, automatic occupant sensing
Driver Information Center, 11" diagonal display
Windows, remote Express-Down, all windows
Remote Start, smartphone app
Adaptive Cruise Control
Theft-deterrent system, unauthorized entry
Power outlets, (2), 12-volt, lower instrument panel and cargo area, auxiliary USB ports, 2 type-C, Charge/Data ports located on floor console USB ports, 2 type-C, located on back of center console, charge-only Google Automotive Services capable
Navigation System through Google built-in compatibility (select service plan required, terms and limitations apply)
Infotainment, High
Air conditioning, single-zone automatic climate control Air filter, pollutant � � � . �-- u...-._tl ..�. �� -.
Glovebox
Mirror, inside rearview, tilting
Visors, driver and front passenger, sliding
Enhanced Automatic Emergency Braking
Rear Park Assist
Intersection Automatic Emergency Braking
Rear Cross Traffic Braking
Reverse Automatic Braking
Front Pedestrian and Bicyclist Braking
Airbags, frontal, knee and seat-mounted side-impact for driver and front passenger and roof-rail mounted head-curtain for outboard seating positions. Includes Passenger Sensing System for front passenger (Always use seat belts and child restraints. Children are safer when properly secured in a rear seat in the appropriate child restraint. See the Owner's Manual for more information.) Airbag, Passenger Sensing System, sensor indicator inflatable restraint front passenger/child presence detector (Always use seat belts and child restraints. Children are safer when properly secured in a rear seat in the appropriate child restraint. See the Owner's Manual for more information.) OnStar Services capable (See onstar.com for details and limitations. Services vary by model. Service plan required.)
Forward Collision Alert
Following Distance Indicator
Lane Keep Assist with Lane Departure Warning, enhanced
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5119/26,2:55 PM Sell,service,and deliver letter Blind Zone Steering Assist
HD Rear Vision Camera
LED Reflective Windshield Collision Alert
Safety Alert Seat
Seat belt, front passenger presence detector
Seat belt restraint pretensioner, rear
Restraint provision-retractor, automatic locking
Buckle to Drive prevents vehicle from being shifted out of Park until driver seat'belt is fastened; times out after 20 seconds and encourages seat belt use
Teen Driver a configurable feature that lets you activate customizable vehicle settings associated with a key fob, to help encourage safe driving behavior. It can limit certain available vehicle features, and it prevents certain safety systems from being turned off. It includes the Buckle-to-Drive feature which prevents the driver from shifting from Park for up to 20 seconds if the driver's seat belt is not buckled.
An in-vehicle report card gives you information on driving habits and helps you to continue to coach your new driver
Restraint provisions, child, lsofix 2 point only, point/latch includes 2 top tether points Rear Seat Reminder
Rear Seat Belt Indicator
Lock control system, passive entry, extended range
Door locks, rear child security
Side Bicyclist Alert
Horn, dual-note 4v
OnStar Basics (OnStar Fleet Basics for Fleet) Drive confidently with core OnStar services including remote commands, built-in voice assistance, real-time traffic and navigation, and Automatic Crash Response to help if you're in need. (Requires (UE1) OnStar. OnStar Basics includes remote commands, Navigation, Voice Assistance, and Automatic Crash Response, for eligible vehicles with compatible software. OnStar Basics is standard for 8 years; OnStar plan, working electrical system, cell reception and GPS signal required. OnStar links to emergency services. Service coverage varies with conditions and location. Service availability, features and functionality vary by device and software version. See onstar.com for details and limitations.)
MODEL OPTION
LT 1 (Required on LT w/PCY trim. Includes standard equipment.) httpsa/www,nationalautofleetgroup.cam/OrderRequest/SSDPrint/34537?ws=true&se=true&SsdType=QuickQuote Page 492 of 673
10-8 RETROFIT, INC Estimate
415W MAIN ST
ONTARIO, CA 91762 Date Estimate#
5/29/2026 22218
Name/Address Ship To
CITY OF UPLAND CITY OF UPLAND
P.O.BOX 460 1370 NORTH BENSON
UPLAND,CA.91785 UPLAND CA 91786
Year, Make and Model Job Type Terms Rep P.O. No. Due Date 2026 CHEVY EQUINOX UNDERCOVER Net 30 WC 6/28/2026 Item Description Qty Rate Total
>>>FRONT LIGHTS« >>VISOR LIGHTS« >>SIDE LIGHTS >>REAR LIGHTS<<< Subtotal
Sales Tax (8.75%)
Phone# Fax# E-mail Total
909-986-5551 909-986-5506 [email protected]
10-8 RETROFIT, INC Estimate
415W MAIN ST
ONTARIO, CA 91762 Date Estimate#
5/29/2026 22218
Name/Address Ship To
CITY OF UPLAND CITY OF UPLAND
P.O.BOX 460 1370 NORTH BENSON
UPLAND,CA.91785 UPLAND CA 91786
Year, Make and Model Job Type Terms Rep P.O. No. Due Date 2026 CHEVY EQUINOX UNDERCOVER Net 30 WC 6/28/2026 Item Description Qty Rate Total
EMPS2STS4J mpower®4"Fascia Light w/Stud Mount, 18"hard wire 2 82.00 164.00T w/sync option,SAE Class 1 &CA Title 13,9-32 Vdc,
Black Housing, 12 LED,Dual Color-Red/Blue
(REAR VISOR)
PMP2WSSSB MPOWER 4"WINDSHIELD SHROUD BLACK 2 20.00 40.00T TAIL/ETFBSSN-P SOUND OFF REAR FLASHER FLASHBACK 1 65.00 65.00T
ETFBSSN-P/
>>>SIREN/SPEAKER« >>GUN BOX« >>WIRE/LABOR«<
TINT 1 TINT ALL WINDOWS AND VISOR 1 500.00 500.00T ANTENNA KIT ANTENNA KIT CABLE AND ANTENNA 1 65.00 65.00T RADIO/HKN41... POWER CABLE 10 FT, 12 AWG,20A HKN4191B 1 34.71 34.71T HKN6169B MOROTOLA XTL REMOTE CONTROL HEAD 1 105.00 105.00T CABLE, 17'
RADIO/HSN4032 MOTOROLA EXTERNAL SPEAKER HSN4032A 1 70.00 70.00T Subtotal
Sales Tax (8.75%)
Phone# Fax# E-mail Total
909-986-5551 909-986-5506 [email protected]
10-8 RETROFIT, INC Estimate
415W MAIN ST
ONTARIO, CA 91762 Date Estimate#
5/29/2026 22218
Name/Address Ship To
CITY OF UPLAND CITY OF UPLAND
P.O.BOX 460 1370 NORTH BENSON
UPLAND,CA.91785 UPLAND CA 91786
Year, Make and Model Job Type Terms Rep P.O. No. Due Date 2026 CHEVY EQUINOX UNDERCOVER Net 30 WC 6/28/2026 Item Description Qty Rate Total
MIC/MAGNETI... MAGNETIC MIC CLIP 1 40.00 40.00T CB-150 4703-150B 150 AMP CIRCUT BREAKER 1 40.00 40.00T
RESETABLE
6001-3001B 140 A TIME DELAY RELAY 1 130.00 130.00T ELECTRONIC B... ELECTRONIC BOARD FOR EQUIPMENT SIREN/ 1 75.00 75.00T
FUSE/RADIO
EFBAD-SMPL/... PANORAMA EASYFIT ANT 760-960MHZ 5M MPL 1 60.00 60.00T
ON-GLASS ANTENNA
8028B/FUSE BL... 6 POS CONNECTABLE FUSE BLOCK WITH LED 1 25.00 25.00T
INDICATOR
8030B/GROUN... 12 POSITION GROUND TERMINAL CONNECTS 1 13.58 13.58T WITH EGIS FUSE BLOCK 8028B
WIRE&TERMI... RELAYS 30 AMP,CIRCUIT BREAKER,FUSES, 1 300.00 300.00T WIRE,CONNECTORS,ETC.
LABOR 1 LABOR SHOP 1 3,465.00 3,465.00T QUOTE GOOD FOR 30 DAYS FROM DATE ON ESTIMATE
3.5%CONVENIENCE FEE WILL APPLY ON ALL CREDIT CARD PAYMENTS. Subtotal $8,389.13 CALIFORNIA CERTIFIED SMALL BUSINESS#1758177
SALES TAX WILL BE CHARGED ON ANY LABOR FOR VEHICLES WITH FEWER Sales Tax $.75% $734.05 THAN 500 MILES PER CA STATE BOE REGULATIONS
Phone# Fax# E-mail Total $9,123.18
909-986-5551 909-986-5506 [email protected]
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 081325-NAF
Sourcewell
MASTER AGREEMENT#081325
CATEGORY:Automobiles,SUVs,Vans,and Light Trucks with Related Equipment and Accessories SUPPLIER: 72 Hour LLC,dba National Auto Fleet Group
This Master Agreement (Agreement) is between Sourcewell, a Minnesota service cooperative located at 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and 72 Hour LLC, dba National Auto Fleet Group,490 Auto Center Drive,Watsonville, CA 95076 (Supplier).
Sourcewell is a local government and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) offering a Cooperative Purchasing Program to eligible participating government entities.
Under this Master Agreement entered with Sourcewell, Supplier will provide Included Solutions to Participating Entities through Sourcewell's Cooperative Purchasing Program.
Article 1:
General Terms
The General Terms in this Article 1 control the operation of this Master Agreement between Sourcewell and Supplier and apply to all transactions entered by Supplier and Participating Entities. Subsequent Articles to this Master Agreement control the rights and obligations directly between Sourcewell and Supplier(Article 2), and between Supplier and Participating Entity (Article 3), respectively.These Article 1 General Terms control over any conflicting terms. Where this Master Agreement is silent on any subject, Participating Entity and Supplier retain the ability to negotiate mutually acceptable terms. 1) Purpose. Pursuant to Minnesota law, the Sourcewell Board of Directors has authorized a Cooperative Purchasing Program designed to provide Participating Entities with access to competitively awarded cooperative purchasing agreements.To facilitate the Program, Sourcewell has awarded Supplier this cooperative purchasing Master Agreement following a competitive procurement process intended to meet compliance standards in accordance with Minnesota law and the requirements contained herein.
2) Intent.The intent of this Master Agreement is to define the roles of Sourcewell, Supplier, and Participating Entity as it relates to Sourcewell's Cooperative Purchasing Program. 3) Participating Entity Access. Sourcewell's Cooperative Purchasing Program Master Agreements are available to eligible public agencies (Participating Entities).A Participating Entity's authority to access Sourcewell's Cooperative Purchasing Program is determined through the laws of its respective jurisdiction.
4) Supplier Access.The Included Solutions offered under this Agreement may be made available to any Participating Entity. Supplier understands that a Participating Entity's use of this Agreement is at the Participating Entity's sole convenience. Supplier will educate its sales and service forces about Sourcewell eligibility requirements and required documentation. Supplier will be responsible for v052824 1
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ensuring sales are with Participating Entities.
5) Term.This Agreement is effective upon the date of the final signature below.The term of this Agreement is four(4)years from the effective date.The Agreement expires at 11:59 P.M. Central Time on November 13, 2029, unless it is cancelled or extended as defined in this Agreement. a. Extensions. Sourcewell and Supplier may agree to up to three (3) additional one-year extensions beyond the original four-year term.The total possible length of this Agreement will be seven (7) years from the effective date.
b. Exceptional Circumstances. Sourcewell retains the right to consider additional extensions as required under exceptional circumstances.
6) Survival of Terms. Notwithstanding the termination of this Agreement,the obligations of this Agreement will continue through the performance period of any transaction entered between Supplier and any Participating Entity before the termination date. 7) Scope.Supplier is awarded a Master Agreement to provide the solutions identified in RFP#081325 to Participating Entities. In Scope solutions include:
a. Category 1:ALL engines,fuel, and propulsion type Automobiles, SUVs,Vans, and Light Trucks:
i. Vehicles of the following types and classifications:
(1) Automobiles: mini, subcompact, compact, coupe, sedan, and full size; (2) Sport Utility Vehicles: cross-over, light duty, and heavy duty; (3) Vans: passenger and cargo; and
(4) Light Trucks: light duty, half-ton,three-quarter ton, and one ton. ii. Vehicles of the types and classifications in subsections 7 a. i. (1)-(4). above with upfitting designed for:
(1) Public safety applications;
(2) ADA and paratransit applications;
(3) Service bodies and utility bed for light trucks; and (4) Equipment, lighting,technology, accessories, safety products, and upfitting services directly related to turnkey solutions for subsections 7 a. ii. (1)-(3). iii. A wide range of vehicles by seating or cargo configurations, drive train options, trim levels, and optional equipment offerings.
iv. Proposers may include related equipment, accessories, supplies, parts, and services to the extent that the solutions are directly related to turnkey solutions for subsections 7 a. i. and 7 a. ii. above.
Proposers may include related equipment, accessories, and services to the extent that these solutions are ancillary or complementary to the equipment, products, or services being proposed. 8) Included Solutions.Supplier's Proposal to the above referenced RFP is incorporated into this Master Agreement. Only those Solutions included within Supplier's Proposal and within Scope (Included Solutions) are included within the Agreement and may be offered to Participating Entities. v052824 2
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9) Indefinite Quantity.This Master Agreement defines an indefinite quantity of sales to eligible Participating Entities.
10) Pricing. Pricing information (including Pricing and Delivery and Pricing Offered tables)for all Included Solutions within Supplier's Proposal is incorporated into this Master Agreement. 11) Not to Exceed Pricing.Suppliers may not exceed the prices listed in the current Pricing List on file with Sourcewell when offering Included Solutions to Participating Entities. Participating Entities may request adjustments to pricing directly from Supplier during the negotiation and execution of any transaction.
12) Open Market. Supplier's open market pricing process is included within its Proposal. 13) Supplier Representations:
i) Compliance.Supplier represents and warrants it will provide all Included Solutions under this Agreement in full compliance with applicable federal, state, and local laws and regulations.
ii) Licenses.As applicable, Supplier will maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of Supplier's business with Participating Entities. Participating Entities may request all relevant documentation directly from Supplier.
iii) Supplier Warrants. Supplier warrants that all Included Solutions furnished under this Agreement are free from liens and encumbrances, and are free from defects in design, materials, and workmanship. In addition, Supplier warrants the Solutions are suitable for and will perform in accordance with the ordinary use for which they are intended. 14) Bankruptcy Notices.Supplier certifies and warrants it is not currently in a bankruptcy proceeding.
Supplier has disclosed all current and completed bankruptcy proceedings within the past seven years within its Proposal. Supplier must provide notice in writing to Sourcewell if it enters a bankruptcy proceeding at any time during the term of this Agreement. 15) Debarment and Suspension.Supplier certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota,the United States federal government, or any Participating Entity. Supplier certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Agreement. Supplier further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time during the term of this Agreement.
16) Provisions for non-United States federal entity procurements under United States federal awards or other awards (Appendix II to 2 C.F.R§ 200). Participating Entities that use United States federal grant or other federal funding to purchase solutions from this Agreement may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200.
Participating Entities may have additional requirements based on specific funding source terms or v052824 3
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conditions. Within this Section, all references to "federal" should be interpreted to mean the United States federal government.The following list applies when a Participating Entity accesses Supplier's Included Solutions with United States federal funds.
i) EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all agreements that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60-1.3 must include the equal opportunity clause provided under 41 C.F.R. § 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."The equal opportunity clause is incorporated herein by reference.
ii) DAVIS-BACON ACT,AS AMENDED (40 U.S.C. §3141-3148). When required by federal program legislation, all prime construction contracts in excess of$2,000 awarded by non-federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141- 3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination.The non-federal entity must report all suspected or reported violations to the federal awarding agency.The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act(40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work,to give up any part of the compensation to which he or she is otherwise entitled.The non-federal entity must report all suspected or reported violations to the federal awarding agency. Supplier must comply with all applicable Davis-Bacon Act provisions.
iii) CONTRACT WORK HOURS AND SAFETY STANDARDS ACT(40 U.S.C. §3701-3708).
Where applicable, all contracts awarded by the non-federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).
Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week.The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous.These requirements do not apply to the purchases of supplies, materials, or articles ordinarily available on the open market, or v052824 4
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contracts for transportation or transmission of intelligence.This provision is hereby incorporated by reference into this Agreement. Supplier certifies that during the term of an award for all Agreements by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above.
iv) RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. If the federal award meets the definition of"funding agreement" under 37 C.F.R. §401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that"funding agreement,"the recipient or subrecipient must comply with the requirements of 37 C.F.R. §401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Supplier certifies that during the term of an award for all Agreements by Sourcewell resulting from this procurement process, Supplier must comply with applicable requirements as referenced above. v) CLEAN AIR ACT(42 U.S.C. §7401-7671Q.)AND THE FEDERAL WATER POLLUTION CONTROL ACT(33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of $150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Supplier certifies that during the term of this Agreement it will comply with applicable requirements as referenced above.
vi) DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. § 180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.
Supplier certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.
vii) BYRD ANTI-LOBBYING AMENDMENT,AS AMENDED(31 U.S.C. § 1352). Suppliers must file any required certifications. Suppliers must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Suppliers must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Suppliers must file all certifications and disclosures required by, and otherwise comply with,the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352). viii) RECORD RETENTION REQUIREMENTS.To the extent applicable, Supplier must comply with the record retention requirements detailed in 2 C.F.R. § 200.333.The Supplier further v052824 5
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certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. ix) ENERGY POLICY AND CONSERVATION ACT COMPLIANCE.To the extent applicable, Supplier must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.
x) BUY AMERICAN PROVISIONS COMPLIANCE.To the extent applicable, Supplier must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.
xi) ACCESS TO RECORDS(2 C.F.R. §200.336). Supplier agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Supplier that are directly pertinent to Supplier's discharge of its obligations under this Agreement for the purpose of making audits, examinations, excerpts, and transcriptions.The right also includes timely and reasonable access to Supplier's personnel for the purpose of interview and discussion relating to such documents.
xii) PROCUREMENT OF RECOVERED MATERIALS(2 C.F.R. §200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act.The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.
xiii) FEDERAL SEAL(S), LOGOS,AND FLAGS.The Supplier cannot use the seal(s), logos, crests, or reproductions of flags or likenesses of Federal agency officials without specific pre-approval. xiv) NO OBLIGATION BY FEDERAL GOVERNMENT.The U.S.federal government is not a party to this Agreement or any purchase by a Participating Entity and is not subject to any obligations or liabilities to the Participating Entity, Supplier, or any other party pertaining to any matter resulting from the Agreement or any purchase by an authorized user. xv) PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS.The Contractor acknowledges that 31 U.S.C. § 38 (Administrative Remedies for False Claims and Statements) applies to the Supplier's actions pertaining to this Agreement or any purchase by a Participating Entity.
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xvi) FEDERAL DEBT.The Supplier certifies that it is non-delinquent in its repayment of any federal debt. Examples of relevant debt include delinquent payroll and other taxes, audit disallowance, and benefit overpayments.
xvii) CONFLICTS OF INTEREST.The Supplier must notify the U.S. Office of General Services, Sourcewell, and Participating Entity as soon as possible if this Agreement or any aspect related to the anticipated work under this Agreement raises an actual or potential conflict of interest (as described in 2 C.F.R. Part 200).The Supplier must explain the actual or potential conflict in writing in sufficient detail so that the U.S. Office of General Services, Sourcewell, and Participating Entity are able to assess the actual or potential conflict; and provide any additional information as necessary or requested.
xviii) U.S. EXECUTIVE ORDER 13224.The Supplier, and its subcontractors, must comply with U.S. Executive Order 13224 and U.S. Laws that prohibit transactions with and provision of resources and support to individuals and organizations associated with terrorism. xix) PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT.To the extent applicable, Supplier certifies that during the term of this Agreement it will comply with applicable requirements of 2 C.F.R. § 200.216. xx) DOMESTIC PREFERENCES FOR PROCUREMENTS.To the extent applicable, Supplier certifies that during the term of this Agreement, Supplier will comply with applicable requirements of 2 C.F.R. § 200.322.
Article 2:
Sourcewell and Supplier Obligations
The Terms in this Article 2 relate specifically to Sourcewell and its administration of this Master Agreement with Supplier and Supplier's obligations thereunder. 1) Authorized Sellers. Supplier must provide Sourcewell a current means to validate or authenticate Supplier's authorized dealers, distributors, or resellers which may complete transactions of Included Solutions offered under this Agreement. Sourcewell may request updated information in its discretion, and Supplier agrees to provide requested information within a reasonable time. 2) Product and Price Changes Requirements. Supplier may request Included Solutions changes, additions, or deletions at any time.All requests must be made in writing by submitting a Sourcewell Price and Product Change Request Form to Sourcewell.At a minimum, the request must:
• Identify the applicable Sourcewell Agreement number; • Clearly specify the requested change;
• Provide sufficient detail to justify the requested change; • Individually list all Included Solutions affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of Pricing List with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Included Solutions offered, even for those items where pricing remains unchanged. v052824 7
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A fully executed Sourcewell Price and Product Change Request Form will become an amendment to this Agreement and will be incorporated by reference.
3) Authorized Representative. Supplier will assign an Authorized Representative to Sourcewell for this Agreement and must provide prompt notice to Sourcewell if that person is changed.The Authorized Representative will be responsible for:
• Maintenance and management of this Agreement;
• Timely response to all Sourcewell and Participating Entity inquiries; and • Participation in reviews with Sourcewell.
Sourcewell's Authorized Representative is its Chief Procurement Officer. 4) Performance Reviews. Supplier will perform a minimum of one review with Sourcewell per agreement year.The review will cover transactions to Participating Entities, pricing and terms, administrative fees, sales data reports, performance issues, supply chain issues, customer issues, and any other necessary information.
5) Sales Reporting Required. Supplier is required as a material element to this Master Agreement to report all completed transactions with Participating Entities utilizing this Agreement. Failure to provide complete and accurate reports as defined herein will be a material breach of the Agreement and Sourcewell reserves the right to pursue all remedies available at law including cancellation of this Agreement.
6) Reporting Requirements. Supplier must provide Sourcewell an activity report of all transactions completed utilizing this Agreement. Reports are due at least once each calendar quarter(Reporting Period). Reports must be received no later than 45 calendar days after the end of each calendar quarter. Supplier may report on a more frequent basis in its discretion. Reports must be provided regardless of the amount of completed transactions during that quarter(i.e., if there are no sales, Supplier must submit a report indicating no sales were made).
The Report must contain the following fields:
• Participating Entity Name (e.g., City of Staples Highway Department); • Participating Entity Physical Street Address;
• Participating Entity City;
• Participating Entity State/Province;
• Participating Entity Zip/Postal Code;
• Sourcewell Participating Entity Account Number;
• Transaction Description;
• Transaction Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Transaction was invoiced/sale was recognized as revenue by Supplier.
If collected by Supplier,the Report may include the following fields as available:
• Participating Entity Contact Name;
• Participating Entity Contact Email Address;
• Participating Entity Contact Telephone Number;
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7) Administrative Fee. In consideration for the support and services provided by Sourcewell, Supplier will pay an Administrative Fee to Sourcewell on all completed transactions to Participating Entities utilizing this Agreement. Supplier will include its Administrative Fee within its proposed pricing.
Supplier may not directly charge Participating Entities to offset the Administrative Fee. 8) Fee Calculation. Supplier's Administrative Fee payable to Sourcewell will be calculated as a stated percentage (listed in Supplier's Proposal) of all completed transactions utilizing this Master Agreement within the preceding Reporting Period. For certain categories, a flat fee may be proposed.The Administrative Fee will be stated in Supplier's Proposal. 9) Fee Remittance.Supplier will remit fee to Sourcewell no later than 45 calendar days after the close of the preceding calendar quarter in conjunction with Supplier's Reporting Period obligations defined herein. Payments should note the Supplier's name and Sourcewell-assigned Agreement number in the memo; and must be either mailed to Sourcewell above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions.
10) Noncompliance.Sourcewell reserves the right to seek all remedies available at law for unpaid or underpaid Administrative Fees due under this Agreement. Failure to remit payment, delinquent payments, underpayments, or other deviations from the requirements of this Agreement may be deemed a material breach and may result in cancellation of this Agreement and disbarment from future Agreements.
11) Audit Requirements. Pursuant to Minn. Stat. § 16C.05, subdivision 5,the books, records, documents, and accounting procedures and practices relevant to this Agreement are subject to examination by Sourcewell and the Minnesota State Auditor for a minimum of six years from the end of this Agreement. Supplier agrees to fully cooperate with Sourcewell in auditing transactions under this Agreement to ensure compliance with pricing terms, correct calculation and remittance of Administrative Fees, and verification of transactions as may be requested by a Participating Entity or Sourcewell.
12) Assignment,Transfer, and Administrative Changes. Supplier may not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of Sourcewell. Such consent will not be unreasonably withheld. Sourcewell reserves the right to unilaterally assign all or portions of this Agreement within its sole discretion to address corporate restructurings, mergers, acquisitions, or other changes to the Responsible Party and named in the Agreement. Any prohibited assignment is invalid. Upon request Sourcewell may make administrative changes to agreement documentation such as name changes, address changes, and other non-material updates as determined within its sole discretion.
13) Amendments.Any material change to this Agreement must be executed in writing through an amendment and will not be effective until it has been duly executed by the parties. 14) Waiver. Failure by Sourcewell to enforce any right under this Agreement will not be deemed a waiver of such right in the event of the continuation or repetition of the circumstances giving rise to such right.
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15) Complete Agreement.This Agreement represents the complete agreement between the parties for the scope as defined herein. Supplier and Sourcewell may enter into separate written agreements relating specifically to transactions outside of the scope of this Agreement. 16) Relationship of Sourcewell and Supplier.This Agreement does not create a partnership,joint venture, or any other relationship such as employee, independent contractor, master-servant, or principal-agent.
17) Indemnification. Supplier must indemnify, defend, save, and hold Sourcewell, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees incurred by Sourcewell, arising out of any act or omission in the performance of this Agreement by the Supplier or its agents or employees;this indemnification includes injury or death to person(s) or property alleged to have been caused by some defect in design, condition, or performance of Included Solutions under this Agreement. Sourcewell's responsibility will be governed by the State of Minnesota's Tort Liability Act (Minnesota Statutes Chapter 466) and other applicable law. 18) Data Practices. Supplier and Sourcewell acknowledge Sourcewell is subject to the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13.As it applies to all data created and maintained in performance of this Agreement, Supplier may be subject to the requirements of this chapter.
19) Grant of License.
a) During the term of this Agreement:
i) Supplier Promotion. Sourcewell grants to Supplier a royalty-free, worldwide, non-exclusive right and license to use the trademark(s) provided to Supplier by Sourcewell in advertising, promotional materials, and informational sites for the purpose of marketing Sourcewell's Agreement with Supplier.
ii) Sourcewell Promotion. Supplier grants to Sourcewell a royalty-free, worldwide, non- exclusive right and license to use Supplier's trademarks in advertising, promotional materials, and informational sites for the purpose of marketing Supplier's Agreement with Sourcewell.
b) Limited Right of Sublicense.The right and license granted herein includes a limited right of each party to grant sublicenses to their respective subsidiaries, distributors, dealers, resellers, marketing representatives, partners, or agents (collectively "Permitted Sublicensees") in advertising, promotional, or informational materials for the purpose of marketing the Parties' relationship.Any sublicense granted will be subject to the terms and conditions of this Article.
Each party will be responsible for any breach of this section by any of their respective sublicensees.
c) Use; Quality Control.
i) Neither party may alter the other party's trademarks from the form provided and must comply with removal requests as to specific uses of its trademarks or logos. ii) Each party agrees to use, and to cause its Permitted Sublicensees to use,the other party's trademarks only in good faith and in a dignified manner consistent with such party's use of the trademarks. Each party may make written notice to the other regarding misuse under v052824 10
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this section.The offending party will have 30 days of the date of the written notice to cure the issue or the license/sublicense will be terminated. d) Termination. Upon the termination of this Agreement for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage,websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of suppliers which may be used until the next printing). Supplier must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions.
20) Venue and Governing law between Sourcewell and Supplier Only.The substantive and procedural laws of the State of Minnesota will govern this Agreement between Sourcewell and Supplier. Venue for all legal proceedings arising out of this Agreement between Sourcewell and Supplier will be in court of competent jurisdiction within the State of Minnesota.This section does not apply to any dispute between Supplier and Participating Entity.This Agreement reserves the right for Supplier and Participating Entity to negotiate this term to within any transaction documents. 21) Severability. If any provision of this Agreement is found by a court of competent jurisdiction to be illegal, unenforceable, or void then both parties will be relieved from all obligations arising from that provision. If the remainder of this Agreement is capable of being performed, it will not be affected by such determination or finding and must be fully performed. 22) Insurance Coverage.At its own expense, Supplier must maintain valid insurance policy(ies) during the performance of this Agreement with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A-or better, with coverage and limits of insurance not less than the following:
a) Commercial General Liability Insurance. Supplier will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury.All required limits,terms and conditions of coverage must be maintained during the term of this Agreement.
• $1,500,000 each occurrence Bodily Injury and Property Damage • $1,500,000 Personal and Advertising Injury
• $2,000,000 aggregate for products liability-completed operations • $2,000,000 general aggregate
b) Certificates of Insurance. Prior to execution of this Agreement, Supplier must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Agreement. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or provided to in an alternative manner as directed by Sourcewell.The certificates must be signed by a person authorized by the insurer(s)to bind coverage on their behalf. Failure of Supplier to maintain the required insurance and documentation may constitute a material breach. v052824 11
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c) Additional Insured Endorsement and Primary and Non-contributory Insurance Clause. Supplier agrees to list Sourcewell, including its officers, agents, and employees, as an additional insured under the Supplier's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or"work" performed by or on behalf of Supplier, and products and completed operations of Supplier.The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds. d) Waiver of Subrogation.Supplier waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Agreement or other insurance applicable to the Supplier or its subcontractors.The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Supplier or its subcontractors. Where permitted by law, Supplier must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors. e) Umbrella/Excess Liability/SELF-INSURED RETENTION.The limits required by this Agreement can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.
23) Termination for Convenience. Sourcewell or Supplier may terminate this Agreement upon 60 calendar days' written notice to the other Party.Termination pursuant to this section will not relieve the Supplier's obligations under this Agreement for any transactions entered with Participating Entities through the date of termination, including reporting and payment of applicable Administrative Fees.
24) Termination for Cause.Sourcewell may terminate this Agreement upon providing written notice of material breach to Supplier. Notice must describe the breach in reasonable detail and state the intent to terminate the Agreement. Upon receipt of Notice,the Supplier will have 30 calendar days in which it must cure the breach.Termination pursuant to this section will not relieve the Supplier's obligations under this Agreement for any transactions entered with Participating Entities through the date of termination, including reporting and payment of applicable Administrative Fees.
Article 3:
Supplier Obligations to Participating Entities
The Terms in this Article 3 relate specifically to Supplier and a Participating Entity when entering transactions utilizing the General Terms established in this Master Agreement.Article 1 General Terms control over any conflict with this Article 3. Where this Master Agreement is silent on any subject, Participating Entity and Supplier retain the ability to negotiate mutually acceptable terms. 1) Quotes to Participating Entities. Suppliers are encouraged to provide all pricing information regarding the total cost of acquisition when quoting to a Participating Entity. Suppliers and Participating Entities are encouraged to include all cost specifically associated with or included within the Suppliers proposal and Included Solutions within transaction documents. 2) Shipping, Delivery,Acceptance, Rejection, and Warranty.Supplier's proposal may include proposed terms relating to shipping, delivery, inspection, and acceptance/rejection and other relevant terms v052824 12
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of tendered Solutions. Supplier and Participating Entity may negotiate final terms appropriate for the specific transaction relating to non-appropriation, shipping, delivery, inspection, acceptance/rejection of tendered Solutions, and warranty coverage for Included Solutions. Such terms may include, but are not limited to, costs, risk of loss, proper packaging, inspection rights and timelines, acceptance or rejection procedures, and remedies as mutually agreed include notice requirements, replacement, return or exchange procedures, and associated costs. 3) Applicable Taxes. Participating Entity is responsible for notifying supplier of its tax-exempt status and for providing Supplier with any valid tax-exemption certification(s) or related documentation. 4) Ordering Process and Payment. Supplier's ordering process and acceptable forms of payment are included within its Proposal. Participating Entities will be solely responsible for payment to Supplier and Sourcewell will have no liability for any unpaid invoice of any Participating Entity. 5) Transaction Documents. Participating Entity may require the use of its own forms to complete transactions directly with Supplier utilizing the terms established in this Agreement. Supplier's standard form agreements may be offered as part of its Proposal. Supplier and Participating Entity may complete and document transactions utilizing any type of transaction documents as mutually agreed. In any transaction document entered utilizing this Agreement, Supplier and Participating Entity must include specific reference to this Master Agreement by number and to Participating Entity's unique Sourcewell account number.
6) Additional Terms and Conditions Permitted. Participating Entity and Supplier may negotiate and include additional terms and conditions within transaction documentation as mutually agreed. Such terms may supplant or supersede this Master Agreement when necessary and as solely determined by Participating Entity. Sourcewell has expressly reserved the right for Supplier and Participating Entity to address any necessary provisions within transaction documents not expressly included within this Master Agreement, including but not limited to transaction cancellation, dispute resolution, governing law and venue, non-appropriation, insurance, defense and indemnity,force majeure, and other material terms as mutually agreed.
7) Subsequent Agreements and Survival. Supplier and Participating Entity may enter into a separate agreement to facilitate long-term performance obligations utilizing the terms of this Master Agreement as mutually agreed. Such agreements may provide for a performance period extending beyond the full term of this Master Agreement as determined in the discretion of Participating Entity.
8) Participating Addendums. Supplier and Participating Entity may enter a Participating Addendum or similar document extending and supplementing the terms of this Master Agreement to facilitate adoption as may be required by a Participating Entity.
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Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 081325-NAF
Sourcewell 72 Hour LLC, dba National Auto Fleet Group Siiggyne�d� 'I,,.,by: Signed by:
-
�COFD2A139D06489... FACBB5730C1E467...
By: By:
Jeremy Schwartz Jesse Cooper
Title: Chief Procurement Officer Title: Fleet Manager Date: 11/12/2025 112:32 PM CST Date: 11/12/2025 111:01 AM CST v052824 14
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA RFP 081325 - Automobiles, SUVs, Vans, and Light Trucks with Related Equipment and Accessories
Vendor Details
Company Name: 72 HOUR LLC
Does your company conduct
business under any other name?If National Auto Fleet Group yes, please state:
490 Auto Center Drive
Address:
Watsonville,CA 95076
Contact: Jesse Cooper
Email: [email protected]
Phone: 951-440-0585
Fax: 831-840-8497
HST#: 263297677
Submission Details
Created On: Friday August 01,2025 12:01:47
Submitted On: Sunday August 10,2025 16:56:26
Submitted By: Jesse Cooper
Email: [email protected]
Transaction#: 31d3edf8-96d1-4de1-b38c-173d68dcae06
Submitter's IP Address: 147.243.244.170
Bid Number: RFP 081325 Vendor NRgwe7§1dgt01I4C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA Specifications
Table 1: Proposer Identity&Authorized Representatives (Not Scored) General Instructions (applies to all Tables)Sourcewell prefers a brief but thorough response to each question. Do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; respond"N/A" if the question does not apply to you (preferably with an explanation).
Table 1 Specific Instructions. Sourcewell requires identification of all parties responsible for providing Solutions under a resulting master agreement(s)(Responsible Supplier). Proposers are strongly encouraged to include all potential Responsible Suppliers including any corporate affiliates, subsidiaries, D.B.A., and any other authorized entities within a singular proposal.All information required under this RFP must be included for each Responsible Supplier as instructed. Proposers with multiple Responsible Supplier options may choose to respond individually as distinct entities, however each response will be evaluated individually and only those proposals recommended for award may result in a master agreement award. Unawarded entities will not be permitted to later be added to an existing master agreement through operation of Proposer's corporate organization affiliation.
Line
Item Question Response*
1 Provide the legal name of the Proposer 72 Hour LLC authorized to submit this Proposal. DBA: National Auto Fleet Group By: Jesse Cooper
2 In the event of award, is this entity the Yes
Responsible Supplier that will execute the
master agreement with Sourcewell? Y or N.
3 Identify all subsidiaries, D.B.A., authorized 72 Hour LLC has numerous subsidiaries and DBA's including but not limited to:
affiliates, and any other entity that will be National Auto Fleet Group responsible for offering and performing delivery Chevrolet of Watsonville of Solutions within this Proposal (i.e. Watsonville Ford (WCAF LLC) Responsible Supplier(s) that will execute a Watsonville CDJR (WCDJR, LLC) master agreement with Sourcewell). Watsonville Fleet Group Clewiston Motor Company, inc
Alan Jay Automotive Inc
Alan Jay Ford
Alan Jay CDJR
Alan Jay Chrysler Jeep Inc
Alan Jay Buick
Alan Jay outlet
Alan Jay Lincoln
Alan Jay Ford
Alan Jay Nissan
Alan Jay Toyota
4 Provide your CAGE code or Unique Entity Duns#: 023680653 Identifier (SAM): Unique Entity ID: Y1FHD2Z1ZDY5 * CAGE/NCAGE: 7ZXM2
5 Provide your NAICS code applicable to 441110 (New Car Dealers) Solutions proposed. 532112 (Passenger Car Leasing) 6 Proposer Physical Address: 1490 Auto Center Drive * Watsonville, CA 95076
7 Proposer website address (or addresses): www.NationalAutoFleetGroup.com * 8 Proposer's Authorized Representative (name, Jesse Cooper title, address, email address & phone) (The
representative must have authority to sign Fleet Manager the "Proposer's Assurance of Compliance" on 1-855-289-6572 behalf of the Proposer):
490 Auto Center Drive
Watsonville, CA 95076
[email protected]
9 Proposer's primary contact for this proposal Jesse Cooper (name, title, address, email address & phone): Fleet Manager 490 Auto Center Drive
Watsonville, CA 95076
[email protected]
855-289-6572
Bid Number: RFP 081325 Vendor NR e7§1 9)10 C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 10 Proposer's other contacts for this proposal, if Melvin Cooper any (name, title, address, email address & President phone): 490 Auto Center Drive *
Watsonville, CA 95076
831-722-4122
Table 2A: Financial Viability and Marketplace Success (50 Points, applies to Table 2A and 2B) Line
Item Question Response
11 Provide a brief history of your company, National Auto Fleet Group was founded in 2010 as a new division of 72 Hour LLC, including your company's core values, born from a single dealership in Southern California with a bold vision for business philosophy, and industry longevity streamlined fleet solutions. Since then, we've expanded our reach to include a related to the requested Solutions. growing network of dealerships both within and beyond California, allowing us to serve public agencies and government entities with greater efficiency and scale.
From day one, our company has embraced a people-first mindset by hiring from within, investing in long-term careers, and building a culture rooted in loyalty and growth. Many of our original Fleet Managers are still with us today, a reflection of our commitment to strong internal leadership and lasting relationships.
As the automotive landscape has evolved, so have we by adapting to emerging technologies, sustainability trends, and industry innovations. And yet, our core values remain unchanged: integrity, service, and a deep responsibility to the members we serve. We live by our promise to deliver the RIGHT vehicle, at the RIGHT time, to the RIGHT place, at the RIGHT price.
Proudly family-owned and operated, National Auto Fleet Group carries forward generations of automotive experience with a forward-looking approach. With future generations already preparing to carry the torch, we remain focused on delivering unmatched value and service for decades to come.
12 What are your company's expectations in the If awarded, this would mark our sixth Sourcewell contract, which is an achievement event of an award? we're incredibly proud of. We're fully prepared to execute with the same precision, care, and commitment that has defined our previous partnerships with Sourcewell.
Our expectations are simple: to continue delivering exceptional customer service, to raise the bar on satisfaction, and to deepen our value to your members. We plan to leverage this award to launch new growth strategies and expand the reach of our offerings to even more agencies across the country. * As part of that growth, we're excited to introduce our Partner Program, detailed in the "Marketing Plan for NAFG 081325" attachment. This next-generation tool empowers members to choose preferred upfitters, creating a seamless quoting and service experience through National Auto Fleet Group. We believe there's immense value in building these flexible, member-driven partnerships and we're committed to providing turnkey solutions that are not just efficient, but genuinely satisfying from start to finish.
13 Demonstrate your financial strength and To demonstrate National Auto Fleet Group's financial strength and stability we've stability with meaningful data. This could uploaded current bank commitment letters under the Financial Strength section of the include such items as financial statements, online application. We maintain a direct line of credit of $85,000,000, actively utilized SEC filings, credit and bond ratings, letters to support our current and previous Sourcewell contracts. This line can be extended of credit, and detailed reference letters. as needed to meet the evolving demands of Sourcewell members.
Upload supporting documents (as applicable)
in the document upload section of your To further reinforce our market position, we've included a summary of awarded response. DO NOT PROVIDE ANY TAX government contracts that, collectively, represent hundreds of millions of dollars in INFORMATION OR PERSONALLY vehicle and equipment deliveries under our existing Sourcewell agreement.
IDENTIFIABLE INFORMATION.
In addition, we've provided letters of commitment from several of our nationally * recognized upfitting partners, including The Knapheide Manufacturing Company, as well as regional leaders such as Phenix Truck Body in Southern California. These suppliers serve as trusted partners, offering localized support to help us fulfill orders efficiently and with precision.
Lastly, we've attached supporting documentation to show the consistent growth we've achieved since receiving our first Sourcewell contract in 2012. We hope these materials clearly demonstrate our long-term commitment to financial integrity, operational excellence, and building trusted relationships with both our partner upfitters and the members we serve.
14 What is your US market share for the Across the brands and OEMs we represent, our estimated U.S. market share for the Solutions that you are proposing? proposed Solutions falls between 60% and 75%. This strong presence reflects our * deep partnerships, longstanding industry relationships, and consistent ability to deliver tailored fleet solutions nationwide.
Bid Number: RFP 081325 Vendor NpI 7§1HgtJ 14C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 15 What is your Canadian market share for the While it is difficult to precisely quantify Canadian market share for the brands and Solutions that you are proposing? OEMs we represent, we estimate it aligns closely with our U.S. share, which is approximately 60% to 75%. This estimate reflects the consistent performance and availability of our represented brands across both markets. 16 Disclose all current and completed bankruptcy None proceedings for Proposer and any included
possible Responsible Party within the past
seven years. Proposer must provide notice in
writing to Sourcewell if it enters a bankruptcy
proceeding at any time during the pendency
of this RFP evaluation.
17 How is your organization best described: is it National Auto Fleet Group is best described as option 'A' - a a manufacturer, a distributor/dealer/reseller, or distributor/dealer/reseller and authorized dealer partner for over 17 OEM a service provider? Answer the question that manufacturers. Our network includes major brands such as Ford Motor Company, best applies to your organization, either a) or Chevrolet, RAM, GMC, Buick, Chrysler, Dodge, Jeep, Toyota, Nissan, KIA, BMW, b). Honda, Cadillac, and Volkswagen.
a) If your company is best described as a
distributor/dealer/reseller (or similar entity), All orders are placed through franchised dealerships and titled directly to the provide your written authorization to act as a purchasing member, ensuring compliance with all regulatory and manufacturer distributor/dealer/reseller for the manufacturer requirements. Supporting documentation, franchise agreements and seller's permits of the products proposed in this RFP. If are authorization by the OEM's, including certifications, DMV authorizations, and applicable, is your dealer network factory licenses, can be found in the "Related Certification" section of this RFP independent or company owned? submission.
b) If your company is best described as a
manufacturer or service provider, describe Please note: We do not offer used equipment under this contract. your relationship with your sales and service
force and with your dealer network in
delivering the products and services proposed
in this RFP. Are these individuals your
employees, or the employees of a third party?
18 If applicable, provide a detailed explanation Required licenses include a Dealer's License, a Franchise issued by the outlining the licenses and certifications that Manufacture, a Department of Motor Vehicles License, as well as a Reseller's permit are both required to be held, and actually license. All which NAFG and Dealer Partner's hold. Please review our attachment held, by your organization (including third documents in section "Related Certification" for licenses that we either solely own or parties and subcontractors that you use) in are jointly owned by our partner dealers that pertain to this RFP. A list of all our pursuit of the business contemplated by this licenses are below, some of which may not pertain to class 1-3 but to class 4-8.
RFP. Some of our Licenses are outlined here but not limited to: CA Certificate of Good Standing 200824810190 State of Florida License Certificates: VF/1000974/4 VF/1000950/1 VF/1046516/1 VF/1024619/2 VF/1024619/1 VF/1018615/1 VF/1021891/1 VF/1000974/3 VF/1105916/1 VF/1020705/1 VF/1000969/1 CA State Seller's Permit 101-135239 CA State Seller's Permit 245364864-00001 Department of Motor Vehicle, Vehicle Dealer/ License Number 97772 Department of Motor Vehicle, Vehicle Dealer License Number 97771 Department of Motor Vehicle, Vehicle Dealer License Number 43609 Bureau of Automotive repair Registration # ARD00296319 123120 CA State Seller's Permit 232781952-00001 City of Watsonville Business License Number 1792 City of Watsonville Business License Number 4358 Fictitious Business Names from Santa Cruz County for National Auto Fleet Group FBN: 2017-0000138 California General Resale Certificate Dun & Bradstreet Number: 023680653 Government of The District of Columbia Certificate Government of the District of Columbia Tax Registration # 7815888160711 City of Los Angeles Tax Registration Government of The District of Columbia CLEAN HANDS CERTIFICATION San Diego Freightliner Seller's Permit Commonwealth of Virginia State Corporation Commission Certificate State of Maryland Good Standing Certificate Kansas Department of Revenue for Kansas City Peterbilt New Jersey Department of Treasury Registration Certificate New Jersey Business Registration Notice of Compliance of the Canton City Codified Ordinance Employee Information Report for the State of New Jersey State of Maryland New Sales and Use tax License CA State Seller's Permit 98-037902 00006 South Carolina Department of Motor Vehicles License Number 36133 State of South Carolina Retail License Commonwealth of Kentucky Vehicle Dealer License 1583 20 100 State of West Virginia Dealer License Commonwealth of Kentucky Vehicle Dealer License 1581 20 036 State of Tennessee Vehicle Dealer License
19 Disclose all current and past debarments or Not applicable. National Auto Fleet Group has not been suspended or debarred at suspensions for Proposer and any included any point within the past ten years. possible Responsible Party within the past
seven years. Proposer must provide notice in
writing to Sourcewell if it enters a debarment
or suspension status any time during the
pendency of this RFP evaluation.
Bid Number: RFP 081325 Vendor NR e7§1dgt01I4C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 20 Describe any relevant industry awards or Over the past five years, National Auto Fleet Group has been honored with several recognition that your company has received in industry recognitions that reflect our commitment to excellence in government sales. the past five years. Most notably, we received top placement from Ford Motor Company as the leading dealership in Government Sales -a distinction we're especially proud of.
Additionally, our performance with Chevrolet has earned consistent recognition from General Motors, with honors received in five out of the past six consecutive years.
These awards speak to the strength of our partnerships, the dedication of our team, and our ongoing focus on delivering outstanding service to public sector clients nationwide.
21 What percentage of your sales are to the Within our fleet division, approximately 90% of all sales over the past three years governmental sector in the past three years? have been to governmental entities. This consistent focus reflects our deep * experience and trusted relationships within the public sector. 22 What percentage of your sales are to the Over the past three years, approximately 20% of our government sector sales have education sector in the past three years? been to educational institutions, including K-12 districts, colleges, and universities. * Education remains a key focus within our public sector partnerships. 23 List all state, cooperative purchasing We currently hold the State of California contract, under which we have delivered agreements that you hold. What is the annual between 200 and 500 units annually over the past three years. sales volume for each of these agreement
over the past three years? In addition, we have maintained multiple Sourcewell contracts—including 091521-NAF * and 032824-NAF with combined quarterly sales totaling over $350 million across that same period. These cooperative purchasing agreements have been instrumental in expanding our reach and supporting consistent, large-scale fulfillment for public sector members nationwide.
24 List any GSA contracts or Standing Offers National Auto Fleet Group's primary focus is on our Sourcewell contract, along with and Supply Arrangements (SOSA) that you the State of California contract. We do not currently hold any GSA contracts or hold. What is the annual sales volume for Standing Offers and Supply Arrangements (SOSA). Our annual sales volume across * each of these contracts over the past three these agreements is estimated to exceed $150 million over the past three years. years?
Table 2B: References/Testimonials
Line Item 25. Supply reference information from three customers who are eligible to be Sourcewell participating entities.
Entity Name* Contact Name* Phone Number"
City of Los Angeles, CA Joe Casaletta 323-526-9233 * City of Santa Monica, CA Mark Zamora 310-458-8526 * City of San Diego, CA Ralph Monroy 619-527-7577 * City of Jersey City, NJ James Lovero 201-547-4423 Table 3: Ability to Sell and Deliver Solutions (150 Points) Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable.Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers(full-time equivalents) involved in each sector,whether these workers are your direct employees(or employees of a third party), and any overlap between the sales and service functions.
Line
Item Question Response*
26 Sales force. 1 National Auto Fleet Group operates with a robust combination of direct and indirect sales force personnel.
Our direct sales force includes both in-house employees and partner dealership staff, totaling over 300 full-time and part-time individuals. These professionals are strategically located across the U.S., enabling us to support members nationwide. We also leverage strong relationships with larger-class dealerships to fulfill lower-class vehicle needs creating a versatile, cross-functional sales team that serves both our dealership network and the NAFG Fleet Division.
Our indirect sales force includes more than 100 personnel from our upfitter and supplier partner network, and that number continues to grow each year. This collaborative network supports quoting, fulfillment, and customer service, ensuring our members receive turnkey solutions that are seamless from start to finish.
Together, our direct and indirect teams have enabled NAFG to successfully grow, scale, and serve the evolving needs of Sourcewell members. As membership expands, we are fully committed to continuing that growth by bringing on additional staff to meet rising demand and, more importantly, exceed expectations.
Bid Number: RFP 081325 Vendor NR e7§Agt0134C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 27 Describe the network of Authorized Sellers Our network of Authorized Sellers spans both the United States, supported by a strong who will deliver Solutions, including dealers, franchise system built through our 17 proposed OEMs. Each of these manufacturers distributors, resellers, and other distribution has established extensive dealer networks across North America, with factory- methods. authorized stores strategically located to ensure all members have access to local service, support, and warranty coverage.
This built-in infrastructure enables us to deliver Solutions efficiently and reliably no matter where a member is located within the US. With certified dealerships in all 50 „ U.S. states, we are equipped to provide responsive delivery, servicing, and warranty fulfillment with consistency and scale.
NAFG feel's the North American automotive supply chain, particularly for the OEMs we represent, is one of the strongest and most reliable in the world. Our access to this network ensures that Sourcewell members receive the highest level of support from order to delivery and beyond.
28 Service force. The 17 OEMs we represent offer access to thousands of authorized service centers and warranty repair facilities across the United States. This expansive service network ensures that Sourcewell members have convenient, reliable support no matter where they are located with service centers in every state.
All OEM service locations are fully equipped to handle maintenance and warranty needs for their respective brands, providing timely and expert service that supports the „ full lifecycle of the vehicles we deliver.
While service accessibility is generally comprehensive across the continental U.S., members in Alaska and Hawaii may experience greater distances between franchise locations, which could impact travel time to the nearest authorized service center. Even in those cases, we work closely with our OEM partners to coordinate support and minimize disruption.
29 Describe the ordering process. If orders will Members can inquire about a new vehicle order process in three convenient ways:
be handled by distributors, dealers or
others, explain the respective roles of the Online by visiting www.NationalAutoFleetGroup.com and using our step-by-step quote Proposer and others. builder,
By phone at 855-289-6572 to speak directly with a fleet representative, or By email at [email protected].
Once an order is submitted, National Auto Fleet Group handles all coordination, „ including processing the order with the manufacturer and managing the vehicle's path through any requested upfitting or customization. Depending on the needs of the member, vehicles are either routed to an upfitting partner or shipped directly to the desired end-user location.
Throughout the process, our team remains the primary point of contact—managing communication, timelines, and logistics between the member, the manufacturer, and any third-party service providers. This ensures a streamlined, transparent, and responsive ordering experience from start to finish.
30 Demonstrate your ability and experience National Auto Fleet Group has consistently managed and delivered large-scale vehicle handling large order volumes for autos orders from government and education members nationwide. Ranging from 5 to 927 through light trucks. units in a single order from cars, vans, SUV's to light trucks, including complex multi- upfitted units.
Our ability to deliver large scale orders is supported not only by a streamlined digital ordering process, strong OEM partnerships, and a coast-to-coast dealer and supplier network but also our strong commitment from our banking partner Bank of America i„ which opened up $ 85,000,000 for our use to fulfill orders. For example, through our Sourcewell contracts, over the past 12 years we've fulfilled hundreds of millions of dollars in vehicle orders—often involving high-volume orders that include detailed upfitting, title coordination, and multi-location delivery logistics.
With our track record of thousands of units processed through platforms like our www.NationalAutoFleetGroup.com quote builder, we've demonstrated time and again our readiness to support large-volume orders quickly, accurately, and Bid Number: RFP 081325 Vendor Np 7 ildcyJi3M_C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 31 Describe in detail the process and Our customer service program is built on proactive support, personalized guidance, procedure of your customer service and transparency in every stage of the process. From quote to delivery, members are program, if applicable. Include your supported by our dedicated staff available Monday through Friday, 7 AM to 7 PM response-time capabilities and PST, as well as a live chat function on our website for real-time assistance. commitments, as well as any incentives that
help your providers meet your stated Members can generate quotes online through a secure dashboard, customize builds, service goals or promises. request upfitting, and view transparent pricing including MSRP, contract discounts, and total savings all within a few clicks. After submitting an order, members receive a Courtesy Confirmation to double-check specifications, colors, quantities, upfits, and title information. "
We also provide members with a "Track Your Order" feature, allowing real-time status updates using their PO number, Quote ID, VIN, or Upfit Quote ID similar to tracking a UPS package. This visibility helps members feel in control and supported every step of the way.
Our team also actively communicates factory cut-off dates, sends reminders, and documents these deadlines directly on quotes. Everything we do is focused on making the buying process easier, more transparent, and more member-driven. 32 Demonstrate in detail your ability to sell, National Auto Fleet Group has nationwide reach and the infrastructure to serve all deliver, and support vehicles sold on a Sourcewell members across the contiguous U.S., Alaska, Hawaii, U.S. Territories, and master agreement throughout the contiguous Canada.
United States; as well as sell, deliver, and
support vehicles sold on contract in Alaska, Our network of 17 OEM partners includes factory-authorized dealers and service Hawaii, US Territories, and Canada. centers across all 50 states and Canadian provinces, ensuring local access to warranty work, vehicle servicing, and delivery coordination. Even in geographically " challenging areas like Alaska and Hawaii, we work closely with manufacturers and logistics partners to overcome longer distances between franchise points, ensuring every member receives the same level of support.
Members also benefit from real-time tracking through our website, and our Customer Service Team is available to assist with logistics, titling, and documentation whether delivery is local
33 Describe your ability and willingness to We are fully committed to serving all Sourcewell participating entities. In fact, provide your products and services to Sourcewell members are the core of our business making up over 90% of our Sourcewell participating entities. government sales activity over the past three years.
We provide a full scale Solution designed specifically with Sourcewell members in mind. From simplified online quoting to customized upfitting and transparent pricing. " Whether it's a school district ordering a fleet of vans or a public works department in need of a specialty upfit, we treat every request with urgency, accuracy, and care.
Our willingness to support members isn't just operational, it's cultural. Our entire team are all aligned around one mission: to make it as easy as possible for Sourcewell members to get what they need, when they need it.
34 Describe your ability and willingness to NAFG are both willing and eager to extend our products and services to Sourcewell provide your products and services to members in Canada. Expanding into the Canadian market is a natural next step for Sourcewell participating entities in Canada. our organization, and we believe strongly in building success through partnerships with established, local Canadian dealer groups.
Our proven business model, competitive pricing, and seamless digital tools provide a strong foundation for growth. Additionally, our straightforward approach to U.S. Dollar to " Canadian Dollar conversion ensures transparency and simplicity for Sourcewell members across borders.
We're excited about the opportunity to support Canadian members with the same commitment to service, reliability, and value that we've delivered in the U.S. for over a decade.
35 Identify any geographic areas of the United National Auto Fleet Group will fully support 100% of geographic areas within the States or Canada that you will NOT be fully United States under the proposed agreement. We will continue to serve all Sourcewell serving through the proposed agreement. members through our 24/7 online portal, offering around-the-clock access to quotes, order tracking, and support.
While we anticipate some logistical challanges in Canada, we are committed to expanding our infrastructure and dealer partnerships to offer equally robust service and * customer care to Canadian members.
One important note: while we do serve nonprofit organizations, these entities may not qualify for the same discounted pricing available to government agencies. Nonprofits are subject to a separate pricing program, and each request will be reviewed on a case-by-case basis to determine eligibility and ensure fair, appropriate solutions.
Bid Number: RFP 081325 Vendor Npgwe1tRt3M-C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 36 Define any specific requirements or The only potential contract requirements or restrictions for participating entities in restrictions that would apply to our Hawaii, Alaska, and U.S. Territories are related to logistics and shipping constraints. participating entities in Hawaii and Alaska Due to geographic distance and limited access to certain shipping ports, there may and in US Territories. be additional freight, handling, and port fees associated with vehicle delivery to these regions.
For example, vehicles destined for Alaska or Hawaii, particularly those that include upfits, are often coordinated through mainland processing before being shipped to the * final destination. In these cases, members are informed in advance and may elect to include the additional shipping and port costs directly into their quote, ensuring full transparency and cost accuracy from the start.
Despite these logistical considerations, National Auto Fleet Group is fully equipped and experienced in fulfilling orders for members in these areas, and we will continue to do so with the same level of attention, care, and service as we provide in the continental U.S.
37 Describe in detail your history and National Auto Fleet Group (NAFG) has over two generations of expertise in selling experience selling vehicles to state and vehicles to state and local government agencies, public and private K-12 and higher local government agencies, public and education institutions, and non-profit organizations across the United States. As a private K-12 and higher education, and non- minority family-owned business, we have built a strong reputation for our ability to profits. navigate the complexities involved in government fleet vehicle purchasing.
We specialize in offering hassle-free, reliable, and cost-effective solutions through our Sourcewell contracs since Sourcewell has done the bidding already on behalf of the members. Sourcewell contracts empower public agencies to bypass the tedious and time-consuming bidding process, allowing them to focus their efforts on other projects while we handle the procurement.
NAFG holds two highly awarded Sourcewell contracts, which streamline vehicle * purchases by providing a range of options—from light-duty vehicles like cars, vans, and SUVs to heavy-duty trucks, buses, and specialized vehicles for public entities.
Through our partnerships with manufacturers and upfitters, we cater to the specific needs of government entities, school districts, and non-profits, ensuring the vehicles are ready for immediate in-service needs along with all necessary upfitting if needed.
Our experience spans from working with small rural schools requiring a single van, to large cities replacing fleets of hunderds of utility trucks. No matter the scale or complexity, we are committed to offering the highest level of customer service and delivering vehicles that meet our clients' needs, budgets, and timelines. By leveraging the efficiency of Sourcewell's competitive contracts, we help our customers save both time and money, making vehicle purchasing seamless and efficient. 38 Will Proposer extend terms of any awarded Yes, National Auto Fleet Group (NAFG) will extend the terms of any awarded master master agreement to nonprofit entities? agreement to nonprofit entities, provided the vehicles and the entities meet the applicable qualifications. We understand the importance of supporting nonprofit * organizations, and we are committed to offering the same competitive pricing, efficient service, and high-quality vehicles that we provide to our government and educational agency customers.
Table 4: Marketing Plan (100 Points)
Line Question Response*
Item
39 Describe your marketing strategy for National Auto Fleet Group (NAFG) uses a comprehensive, multi-tiered marketing strategy to promoting this opportunity. Upload promote the Sourcewell contract and streamline the vehicle purchasing process for representative samples of your government and education entities. Our marketing strategy combines digital, in-person, and marketing materials (if applicable) in relationship-based outreach to maximize exposure, drive engagement, and support long-term the document upload section of your growth.
response.
Website and Inbound Marketing:
Our professional, customer-focused website serves as a key marketing gateway. Members can browse in-stock vehicles, explore pricing, register for access, build vehicles, and request quotes. We create inbound opportunities through tailored content such as how-to videos, member success stories, and social media posts, directing potential members to our website and empowering them to make informed purchasing decisions.
Email Marketing:
Email remains one of our most effective outreach tools, given its high usage among public agency staff. We use visually rich, mobile-friendly email campaigns that include flyers with Sourcewell contract details, manufacturer incentives, seasonal promotions, first-time buyer offers, and factory cutoff reminders. These emails feature embedded videos, images, and direct links to the Sourcewell homepage and NAFG quoting tools. Our platform also allows us to track performance metrics such as open rates, click-throughs, and unsubscribes to continuously refine our messaging.
Bid Number: RFP 081325 Vendor Np 7 117I9A1t3M_C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA In-Person Marketing and Trade Shows:
We attend major industry trade shows, including GFX, IAPPO, NIGP, ACT, CAPPO, and CASBO to establish direct connections with members and vendors. These face-to-face meetings foster trust and long-term relationships. We also deliver in-person presentations to local cities, counties, school districts, water districts, and port authorities to explain how the NAFG—Sourcewell process works, how to buy without bidding, and the vehicle options available.
Customer Advocacy (Word-of-Mouth Marketing):
NAFG's reputation for exceptional service drives organic growth through member referrals.
Our commitment to white-glove support from quote to post-delivery often results in repeat customers and unsolicited endorsements. We've built our brand through consistent follow- through, fast solutions, and personalized care—even years after a vehicle has been delivered.
Cross-Promotion Marketing with Sourcewell Vendors:
We actively collaborate with fellow Sourcewell vendors such as NCL Government Capital to offer joint marketing materials and turnkey financing options. For example, we've co- developed videos, infographics, and flyers showcasing how to lease or purchase vehicles through multiple Sourcewell contracts. We also cross-market with Hoglund Bus Company, highlighting how members can pair NAFG chassis with various Hoglund bus bodies.
Preferred Vendor Program — NAFG Partner Page:
To increase our national network and visibility, we launched www.nafgpartner.com , a dedicated site encouraging body upfitters to join as preferred vendors. Partners receive benefits such as website and social media endorsements, referral opportunities, and PR support. To qualify, vendors agree to co-promote NAFG and refer their clients in need of chassis. This helps members easily locate qualified body upfitters in their area, while deepening vendor collaboration and contract awareness.
Customer Relationship Marketing:
Our sales team takes a relationship-first approach by focusing on solution-based selling and long-term support, not just transactions. We pride ourselves on building trust and delivering value, which translates to loyal clients and strong word-of-mouth.
Examples of Impactful Relationship Marketing:
A member used three Sourcewell contracts (NAFG, NCL Gov Capital, GovDeals) to finance, purchase, and dispose of a vehicle in a single seamless transaction.
A member urgently needed a vehicle due to an accident. We redirected them to our in- stock inventory and fulfilled the order within three weeks versus the standard 18-week factory lead time.
A liftgate malfunction two years after delivery was resolved at no cost thanks to our relationship with the original upfitter, ensuring continued satisfaction.
For a member uncertain about budget, we provided multi-OEM pricing through Ram, Chevrolet, and Ford—allowing them to choose without needing to shop around.
We expedited upfitting for a vehicle held up at a local body company by personally coordinating with the vendor, leading to early delivery.
This multi-pronged strategy ensures that National Auto Fleet Group not only promotes the Sourcewell contract widely but delivers measurable value to members across every stage of the vehicle procurement lifecycle.
Bid Number: RFP 081325 Vendor NRgwe7§1tigt01I4C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 40 Describe your use of technology and National Auto Fleet Group (NAFG) utilizes a robust mix of technology, social media, and digital data (e.g., social media, digital tools to drive marketing performance, boost engagement, and increase sales metadata usage) to enhance conversions.
marketing effectiveness.
Social Media Marketing — Linkedln Focus:
Linkedln serves as our primary digital channel to connect with public agencies and build our professional network. We use Linkedln to:
Share engaging content such as contract flyers, vehicle promotions, and program updates.
Monitor member activity and job changes to identify opportunities to re-engage or offer tailored solutions.
Send personalized messages to new members thanking them for registering, with direct links to our website and social platforms.
This strategic outreach not only strengthens our relationships with current members but also helps us reach new decision-makers who can benefit from our vehicle procurement solutions.
Video Marketing Strategy:
To further enhance digital reach and content quality, our in-house marketing team creates and distributes professional-grade videos through both email and social media. These include:
Welcome Video: A 90-second animated introduction to NAFG and our Sourcewell contract, featured in every weekly campaign.
Walkthrough Videos: Guided, step-by-step explainers on how to purchase both Light-Duty and Heavy-Duty vehicles through the contract.
In-Stock Vehicles Video: A visual showcase of available inventory with a call-to-action on how to request a quote.
ETA Tracking Video: A video tutorial that empowers customers to track their own vehicle's status.
Holiday-Themed Videos: Lighthearted, festive content that humanizes our brand and drives seasonal engagement.
Social Media Shorts: Bite-sized videos tailored for Linkedln and other platforms to promote new vehicles, highlight factory cutoff dates, and announce pricing changes.
All videos are optimized for both desktop and mobile viewing, helping to engage a broader audience and improve retention of key messages.
Email Campaign Analytics (Metadata):
We track weekly email flyers, incorporating images, links, and embedded videos. The platform provides real-time data including: Open rates, Link click-throughs and Unsubscribes to asses our outreach to the members.
This performance metadata allows us to adjust our messaging, layout, and frequency to ensure the highest level of engagement with our target audience. By analyzing this digital feedback, we continuously improve the effectiveness of each campaign.
Live Chat Technology for Real-Time Engagement:
To better serve website visitors, NAFG implemented a live chat feature that connects members directly with a live sales representative. This tool:
Offers fast, real-time responses to inquiries
Assists members while they build vehicle quotes online
Increases quote submissions and conversions by reducing hesitation and increasing clarity during the decision-making process
Early results show that our live chat feature has contributed to higher engagement, improved customer satisfaction, and shorter sales cycles—especially for first-time buyers navigating the Sourcewell process.
Bid Number: RFP 081325 Vendor NRe7§1ldgiI4C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 41 In your view, what is Sourcewell's role Sourcewell plays a pivotal role in promoting cooperative purchasing contracts by acting as in promoting agreements arising out of a trusted bridge between vendors and public sector agencies across government, this RFP? How will you integrate a education, and nonprofit organizations. Its mission - "Our commitment to service and Sourcewell-awarded agreement into exceeding client expectations", which perfectly aligns with National Auto Fleet Group's your sales process? relationship-based approach to sales and service.
Sourcewell establishes trust and credibility by conducting a rigorous vetting and solicitation process before awarding cooperative contracts. This ensures that only qualified, ethical, and dependable vendors are awarded contracts, giving agencies confidence in their purchasing decisions. For National Auto Fleet Group (NAFG), this endorsement elevates our brand and reassures our members that they are working with a vetted and approved partner.
Sourcewell's support tools, such as:
Professionally designed flyers
Training videos and webinars
Procurement documentation
Contract compliance support
These help us deliver consistent, transparent, and educational messaging to both new and existing members. These resources are integrated into our own marketing and client education materials, ensuring clients understand both the value of the cooperative contract and how to access it with ease.
In our sales process, the Sourcewell contract is woven into every touchpoint:
Our website clearly highlights the benefits of cooperative purchasing through Sourcewell.
Our email campaigns feature Sourcewell branding and direct links to contract resources.
Our sales team is fully trained to walk clients through the Sourcewell purchasing process, eliminating confusion and saving agencies the time and cost of traditional competitive bidding.
We educate members during in-person presentations and trade shows about how Sourcewell allows them to procure vehicles immediately while remaining fully compliant with public procurement laws.
At NAFG, we believe Sourcewell is more than just a contract holder—it's a strategic partner that helps us build trust, streamline procurement, and serve our members with unmatched efficiency and integrity. We are proud to uphold the high standards Sourcewell represents and integrate them throughout our client-facing operations.
Bid Number: RFP 081325 Vendor Npt7kdg11134C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 42 Are your Solutions available through Yes, National Auto Fleet Group offers a fully accessible e-procurement solution through our an e-procurement ordering process? If website, which provides government and education agencies with a self-guided, efficient, so, describe your e-procurement and user-friendly platform to browse, customize, and request vehicle quotes. system and how governmental and
educational customers have used it. Our online system allows members to:
Browse a wide selection of vehicle makes and models
Customize builds to meet their agency's specifications, including factory options and body upfitting needs
Generate real-time quotes, often in under five minutes depending on vehicle complexity Download or submit quotes and supporting documentation without ever needing to speak with a sales representative
For agencies that prefer guided support, a dedicated live chat feature is available alongside traditional phone and email contact options. Clients can interact with a knowledgeable representative in real time for assistance with quote building, vehicle specs, or ordering next steps.
To further enhance usability, we've created a "How-To Videos" section on our homepage.
These step-by-step guides demonstrate:
"How to register as a Sourcewell member" *
"How to build a vehicle online"
"How to include upfitting needs in the quote"
"How to submit a purchase order for processing"
Once a quote is finalized, the client can complete the transaction by simply uploading in directly into our site or bysubmitting a purchase order via email. This approach enables a flexible hybrid of self-service and personalized support, accommodating both highly independent buyers and those who prefer a walk-through approach.
Public agencies regularly use this e-procurement system to:
Compare options across manufacturers
Expedite quote generation and documentation for internal approvals Submit POs directly, avoiding the delays of traditional bidding processes Stay compliant through Sourcewell's competitively awarded contract framework This system not only saves time, but empowers agencies to manage their fleet procurement with autonomy, transparency, and full support from the NAFG team whenever needed Table 5A: Value-Added Attributes (100 Points, applies to Table 5A and 5B) Line
Item Question Response*
43 Describe any product, equipment, National Auto Fleet Group extends all product, equipment, maintenance, and operator training maintenance, or operator training programs made available by the OEMs directly to Sourcewell members during the quoting programs that you offer to process.
Sourcewell participating entities.
Include details, such as whether Training availability and scope are typically determined by the vehicle class, equipment type, training is standard or optional, and geographic location, and are quoted accordingly by the manufacturer. When such training * who provides training, and any is offered, NAFG can include it in the member's quote and handles it similarly to an upfit by costs that apply. ensuring it is documented, transparent, and customized to the member's needs.
These training programs may cover areas such as vehicle operation, safety, and maintenance procedures. Any associated costs are clearly outlined and passed through without markup, so members can make fully informed decisions.
Bid Number: RFP 081325 Vendor Npt7kI119, 134C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 44 Describe any technological The technological advancements offered through National Auto Fleet Group reflect both cutting- advances that your proposed edge manufacturer innovation and our own commitment to future-forward solutions.
Solutions offer.
OEMs like Ford Motor Company, General Motors, and other top-tier brands continue to push the boundaries with advanced safety systems, connectivity features, alternative fuel capabilities, and electrified powertrains, many of which are available across a wide range of vehicle classes offered to Sourcewell members.
In addition, NAFG supports members who are seeking to electrify their fleets by offering access to specialized upfits, for example including integration of Motive Power Systems.
These options allow members to transition into sustainable vehicle solutions while maintaining performance and functionality.
45 Describe any service contract National Auto Fleet Group (NAFG) offers all existing warranties provided by the Original options or extended warranties Equipment Manufacturers (OEMs) as an option, which will be treated as an upfit. In addition being offered with your proposal. to the OEM warranties, when asked by members, our standard offered extended warranty is „ a 5-year/100,000-mile coverage with a $0 deductible. This ensures that our customers receive peace of mind with comprehensive coverage for their fleet, minimizing potential repair costs over the long term.
46 Describe in detail warranties Since we are offering 17 different brand names, we have included a "Warranty" file in the offered and how they will be attachment under the specifications file in our response. The attachment outlines what is administered, including if they covered by each OEM and there length of coverage's by time and miles. cover all products, parts, labor,
technician travel, and geographic
regions covered.
47 Describe any "green" initiatives National Auto Fleet Group is deeply committed to supporting meaningful green initiatives that relate to your company or to and forward-thinking partnerships. your Solutions, and include a list
of the certifying agency for each. We played an integral role in the formation of the Climate Mayors Electric Vehicle Purchasing Collaborative, a coalition created in partnership with over 400 mayors nationwide to accelerate the adoption of clean, all-electric fleets. This initiative was designed specifically to help public agencies transition to zero-emission vehicles and lead by example in their communities.
Through this collaboration, Sourcewell members have access to a growing lineup of 100% electric vehicles, including models such as the Chevrolet EV line up with Silverado EV, Ford Mustang Mach-E, and the all-electric Ford F-150 Lightning. As OEMs continue to expand their electric offerings, NAFG is committed to making those vehicles readily available to Sourcewell members.
More information about this initiative can be found at www.DriveEVfleet.org . Certification and leadership for this program are guided by the Climate Mayors, Bloomberg Philanthropies, and C40 Cities.
48 Identify any third-party issued eco- National Auto Fleet Group, along with several of our partner suppliers and upfitters, maintains labels, ratings or certifications that relevant third-party certifications that reflect a commitment to energy efficiency and your company has received for the sustainability.
Solutions included in your Proposal
related to energy efficiency or Key certifications include:
conservation, life-cycle design
(cradle-to-cradle), or other California Air Resources Board (CARB) Certificate — Recognizing compliance with strict green/sustainability factors. emissions standards and supporting low- or zero-emission vehicle offerings.
Ford Qualified Vehicle Modifier (QVM) Certification — Awarded to select partners for meeting Ford's rigorous requirements for safety, quality, and environmental standards in vehicle modifications.
These certifications help demonstrate how our vehicles and upfitted solutions promote energy conservation, reduced emissions, and long-term operational efficiency. They also ensure that our offerings align with evolving environmental regulations and sustainability goals set by Sourcewell members.
Bid Number: RFP 081325 Vendor Np 7k cyJt3 C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 49 What unique attributes does your What sets National Auto Fleet Group apart is not just our experience - it's our measurable company, your products, or your commitment to results and service. From day one, our company has been built on a services offer to Sourcewell foundation of hard work, data-driven performance, and a relentless focus on customer participating entities? What makes satisfaction.
your proposed solutions unique in
your industry as it applies to We actively track and quantify our outcomes to ensure that real goals are being met, and Sourcewell participating entities? that every Sourcewell member receives timely, attentive, and solutions-oriented service. Our internal metrics drive accountability and help us continually improve how we support members.
One of our most unique offerings is our 24/7 online portal, which gives Sourcewell members secure access to quote-building tools, live tracking, support resources, and customer service assistance around the clock. Whether it's a complex upfit, a last-minute request, or a question about vehicle specs, our team is available to personally walk members through every step.
We pride ourselves on being flexible, responsive, and creative problem solvers. No matter the challenge, we're committed to thinking outside the box and finding a solution that works.
Table 5B: Value-Added Attributes
Line Question Certification Offered Comment Item
50 Select any Women r: Yes We offer leasing through Diversified Leasing owned and or Minority Business r No operated by Mr. Steve Wilson who is a Disabled Veteran Entity (WMBE), Small Business Owner who runs his company along with Debbie Business Entity Black his assistant. If an agency would like to work with (SBE), or veteran Diversified Leasing we will help facilitate the transaction. owned business
certifications that your
company or hub
partners have
obtained. Upload
documentation and a
listing of dealerships,
HUB partners or re-
sellers if available.
Select all that apply.
51 Minority Business r' Yes We are recognized as MBE by Supplier Clearinghouse, our Enterprise (MBE) r No certificate is attached in the attachments. 52 Women Business r Yes n/a
Enterprise (WBE) C: No
53 Disabled-Owned r Yes n/a
Business Enterprise C: No
(DOBE)
54 Veteran-Owned r Yes n/a
Business Enterprise a No
(VBE)
55 Service-Disabled r Yes n/a
Veteran-Owned C: No
Business
(SDVOB)
56 Small Business r Yes n/a
Enterprise (SBE) C: No
57 Small Disadvantaged r Yes n/a
Business (SDB) r No
58 Women-Owned Small r Yes n/a
Business (WOSB) C: No
Table 6A: Pricing (400 Points, applies to Table 6A and 6B) Provide detailed pricing information in the questions that follow below.
Line Question Response"`
Item
Bid Number: RFP 081325 Vendor NRie72dgt01I4c
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 59 Describe your payment terms and accepted payment Our standard payment terms are Net 20, with a 10-day grace period methods. offered for flexibility.
We accept the following payment methods:
Check ,
ACH (Automated Clearing House)
These options are designed to accommodate the procurement processes of public sector entities while ensuring a smooth and secure transaction experience.
60 Describe any leasing or financing options available for use To support educational and governmental entities with flexible by educational or governmental entities. procurement options, National Auto Fleet Group has partnered with National Cooperative Leasing (NCL) to offer customized leasing solutions for all vehicles quoted under our Sourcewell contract. We also offer leasing through Diversified Leasing.
These leasing options are available to Sourcewell members as part of our standard offering and can be applied to any eligible NAFG quote. This partnership ensures members have access to
competitive, compliant financing structures tailored to their budget cycles and operational needs.
For additional details, a sample lease agreement is included in the "Member Walk Through" attachment the document titled "NCL Sample Lease."
61 Describe any standard transaction documents that you National Auto Fleet Group utilizes a set of standardized transaction propose to use in connection with an awarded agreement documents designed to ensure transparency, accuracy, and ease of (order forms, terms and conditions, service level use for Sourcewell members. These documents may include:
agreements, etc.). Upload all template agreements or
transaction documents which may be proposed to - Order forms specific to vehicle configuration and upfit details Participating Entities.
- Courtesy Confirmations to validate order specifications before final placement
- Terms and Conditions outlining payment, delivery, and warranty provisions
- Service contract agreements when applicable, particularly for upfitting or specialty builds
- Title and registration documentation tailored to the member's local requirements
All relevant template documents have been uploaded in the Standard Transaction Document attachment. These documents reflect our commitment to clear communication and consistent standards, while also allowing room for customization based on the specific needs of each participating entity
62 Do you accept the P-card procurement and payment Yes, National Auto Fleet Group accepts P-card payments from process? If so, is there any additional cost to Sourcewell Sourcewell membes. participating entities for using this process?
We accept P-card transactions up to $2,500 per vehicle with no additional fee. For transactions exceeding $2,500, a credit card processing fee will apply, which will be transparently itemized and passed on to the member.
This policy allows us to support convenient procurement while maintaining cost transparency and flexibility for all participating entities. 63 Describe your pricing model (e.g., line-item discounts or National Auto Fleet Group utilizes a line-item discount model based product-category discounts). Provide detailed pricing data on Manufacturer Suggested Retail Pricing (MSRP). We are offering (including standard or list pricing and the Sourcewell Sourcewell participating entities competitive discounts across 17 discounted price) on all of the items that you want OEM brands, as detailed in the Price File.
Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. In addition to vehicle pricing, NAFG provides the option to customize Upload your pricing materials (if applicable) in the vehicles with upfits based on the member's needs. All upfit-related document upload section of your response. pricing is also included and clearly itemized in the Price Summary Page within the Price File.
Each line includes the standard MSRP, the Sourcewell discounted price, and all applicable OEM available options. Where available, SKUs and product identifiers are listed to support clarity and consistency.
Bid Number: RFP 081325 Vendor NR e72119)101I4C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 64 Quantify the pricing discount represented by the pricing National Auto Fleet Group's pricing proposal includes line-item proposal in this response. For example, if the pricing in discounts off MSRP across 17 OEM brands. Including all factory your response represents a percentage discount from options. The percentage discounts vary by manufacturer and vehicle MSRP or list, state the percentage or percentage range. model, and are fully detailed in the uploaded "Price File" ZIP under each respective tab.
Below is a summary of the estimated discount ranges offered by brand:
Ford Motor Company from -0.42% to 3.63%
Chevrolet from 0.24% to 10.02%
Ram Stellantis Company from 3.44% to 9.99%
Dodge Stellantis Company from 4.05% to 6.93%
Jeep Stellantis Company from -.073% to 6.82%
Chrysler Stellantis Company from .49% to 1.81%
Buick from 0.91% to 0.97%
Honda from -1.48 to 3.4%
Toyota from 0.07% to 5.22%
Nissan from 0.73% to 17%
Kia from -1.25% to 2.48%
GMC from 1.28% to 5.19%
Volkswagen from 1.74% to 3.08%
Lincoln from .077% to 3.12%
BMW from 0.32% to 2.9%
Cadillac from 2.11% to 2.2%
Mullen/Bollinger at 2%
While a few models reflect slight negative variances due to MSRP or market fluctuations, the majority of offerings show meaningful cost savings.
Full details, including price summary, models and discount breakdowns are included in the "Price File" for Sourcewell's review.
Upfits can be added at dealer invoice up to 20% detailed in the price file
65 Describe any quantity or volume discounts or rebate National Auto Fleet Group encourages members considering large- programs that you offer. volume purchases (typically 50 units or more) to reach out directly for customized pricing and additional volume-based discounts.
While standard discounts are reflected in our price file, we recognize that high-volume opportunities often warrant special consideration. In such cases, we work closely with both OEMs and upfit partners to secure the most competitive pricing available, ensuring maximum value for Sourcewell members. Depending on the uniqueness of the large order and model, some extra costs not associated with a single purchase may be added, these are provided in the Price File.
Each high-volume order is evaluated individually to provide tailored, transparent, and advantageous pricing.
66 Propose a method of facilitating "sourced" products or "Open market" items or "sourced goods" that fall outside of standard related services, which may be referred to as "open configurations will be facilitated and treated as upfit components market" items or "non-contracted items". For example, you within the quoting process. may supply such items "at cost" or "at cost plus a
percentage," or you may supply a quote for each such National Auto Fleet Group will obtain quotes for these items on a request. case-by-case basis and include them as part of the final vehicle quote. In most cases, such items will be provided at cost, though a markup of up to 20% may apply depending on the complexity of the item or service and any associated handling or integration requirements.
This approach ensures transparency while maintaining flexibility for Sourcewell members who require specialized, nonstandard solutions.
Bid Number: RFP 081325 Vendor Np 7ktQAJt3M_C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 67 Identify any element of the total cost of acquisition that is All standard costs associated with the total acquisition for a standard NOT included in the pricing submitted with your response. vehicle purchase including factory options, upfits, and administrative This includes all additional charges associated with a fees which have been accounted are within the Price Summary Page purchase that are not directly identified as freight or and Price table included in the submitted price file. shipping charges. For example, list costs for items like pre- delivery inspection, installation, set up, mandatory training, If a Sourcewell member requests a specialized or nonstandard or initial inspection. Identify any parties that impose such solution that involves additional services such as installation, training, costs and their relationship to the Proposer. or setup, those costs will be clearly quoted as part of the upfit and incorporated into the final vehicle quote. These services may be fulfilled either by OEM-authorized providers or trusted third-party upfitters in our partner network, depending on the nature of the request.
68 If freight, delivery, or shipping is an additional cost to the All manufacturers include a standard Factory Destination Charge as Sourcewell participating entity, describe in detail the part of the vehicle's MSRP. In addition to this, members may incur complete freight, shipping, and delivery program. separate freight or delivery costs if a vehicle requires additional transport. For example, to or from an upfitter or final delivery location.
These secondary freight charges vary depending on distance, delivery type, and location, and will be clearly itemized in the member's quote for full visibility and approval before purchase. National Auto Fleet Group ensures that all such charges are communicated upfront and incorporated seamlessly into the overall pricing.
69 Specifically describe freight, shipping, and delivery terms or Shipping to Alaska, Hawaii, Canada, and U.S. Territories may involve programs available for Alaska, Hawaii, Canada, or any additional logistical expenses, including but not limited to ferry offshore delivery. charges, port handling fees, and extended driver delivery costs.
These region-specific costs are carefully calculated based on the delivery route and vehicle type.
All such charges will be disclosed on the member's quote for review and approval prior to finalizing the purchase. National Auto Fleet Group is experienced in managing deliveries to these regions and ensures all logistics are handled efficiently, transparently, and in compliance with regional requirements.
70 Describe any unique distribution and/or delivery methods or National Auto Fleet Group operates within a highly developed, options offered in your proposal. nationwide franchise dealer distribution network, supported by relationships with 17 major OEMs. This network enables us to deliver vehicles quickly and efficiently to members and their end users across the country.
In addition, for vehicles requiring upfits or multi-stage delivery, NAFG coordinates logistics directly with upfitters and transport providers, ensuring a turnkey experience from quote to delivery. Our digital order tracking system also allows members to monitor each step in the delivery process, enhancing communication and transparency throughout.
71 Specifically describe any self-audit process or program that National Auto Fleet Group employs a robust self-audit process to you plan to employ to verify compliance with your ensure full compliance with our Sourcewell agreement, including proposed agreement with Sourcewell. This process includes verification that participating entities receive accurate, contract-based ensuring that Sourcewell participating entities obtain the pricing. proper pricing.
Sourcewell members can generate quotes directly through our user- friendly online platform, which is updated daily to reflect the most current manufacturer MSRP data. This ensures that pricing remains accurate and aligned with the most recent OEM updates.
Our system is designed to deliver 99.99% pricing accuracy, and every quote reflects both the Sourcewell contract discount and any applicable administrative fees. In addition to this front-end visibility, our internal processes include regular pricing audits, cross-checks, and validation against contract terms.
We also maintain a streamlined reporting system that allows us to deliver accurate quarterly sales and administrative reports to Sourcewell within a 15-30 day turnaround window, helping ensure transparency and ongoing contract compliance.
Bid Number: RFP 081325 Vendor Np7ktRIJ6C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA 72 If you are awarded an agreement, provide a few examples One of the key internal metrics National Auto Fleet Group uses to of internal metrics that will be tracked to measure whether track and measure success under the Sourcewell contract is you are having success with the agreement. maintained through our online platform, which logs all member- generated quotes in real time. We carefully monitor how many quotes are created, which are converted into purchase orders, and how frequently members engage with the system. This gives us immediate insight into usage trends, quote-to-order conversion rates, and which vehicle types or configurations are seeing the most interest.
Each month, we evaluate these indicators and closely monitor sales volume, frequency, and geographic distribution. We also track whether orders come from new or returning members, allowing us to measure how well we're growing the Sourcewell member base and
maintaining long-term relationships.
In addition to these core metrics, we review:
1. Average order size and upfit complexity
2. Delivery timelines and fulfillment rates
3. Quote accuracy and pricing consistency
4. Regional sales performance and market penetration
This data informs both our strategic decision-making and our day-to- day service operations. Ultimately, we use these metrics to ensure we're not only meeting contractual obligations, but exceeding expectations by delivering consistent value, responsive service, and a positive experience for every Sourcewell member.
73 Provide a proposed Administration Fee payable to National Auto Fleet Group proposes the following Administrative Fee Sourcewell. The Fee is in consideration for the support structure payable to Sourcewell for all completed transactions under and services provided by Sourcewell. The propose an this Master Agreement:
Administrative Fee will be payable to Sourcewell on all completed transactions to Participating Entities utilizing this $300 per vehicle purchased directly through NAFG Agreement. The Administrative Fee will be calculated as a stated percentage, or flat fee as may be applicable, of all $200 per vehicle purchased through our approved partner dealer, * completed transactions utilizing this Master Agreement Alan Jay Automotive within the preceding Reporting Period defined in the
agreement. At this time, no other partner dealer groups are included in the scope of this agreement for administrative fee purposes. This fee will be submitted on all completed transactions during each applicable reporting period, in accordance with the terms outlined in the Master Agreement.
Table 6B: Pricing Offered
Line The Pricing Offered in this Proposal is:* Comments Item
74 The pricing offered is as good as or better than pricing typically offered through existing cooperative contracts,state Members receive the best contracts,or agencies. overall value, service and * customer care from NAFG.
Table 7A: Depth and Breadth of Offered Equipment Products and Services (200 Points, applies to Table 7A, 7B, and 7C or 7D)
Sourcewell is seeking proposals for Automobiles, SUVs,Vans, and Light Trucks with Related Equipment and Accessories. Awards under this solicitation for Automobiles, SUVs,Vans, and Light Trucks will be in two(2)categories.
Proposers submitting a proposal in Category 1 as defined herein will be submitting in the broad category that includes all types of engines,fuel, and propulsion systems. For example, if a proposer offers vehicle solutions with Internal Combustions Engines(ICE)as well as vehicles with electric propulsion systems the Proposer should designate it is seeking an award in Category 1 ONLY.
Proposers seeking an award in Category 2, as defined herein, must include at least one solution offered within the scope of Category 2 for electric propulsion systems ONLY.
Item Category Selection
75 Category 1:ALL engines,fuel,and propulsion type Automobiles,SUVs,Vans,and Light Trucks * Bid Number: RFP 081325 Vendor NRe721gt01I4C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA Table 7B: Depth and Breadth of Offered Solutions
Line Question Response
Item
76 Provide a detailed description of all the National Auto Fleet Group is offering a comprehensive lineup of vehicles and turnkey Solutions offered, including used Solutions if fleet solutions under this proposal. We represent 17 OEM manufacturers, collectively applicable, offered in the proposal. offering over 100 makes and models across Class 1-3 vehicles, as well as select Cab & Chassis configurations. These include sedans, SUVs, pickup trucks, vans, hybrid models, and electric vehicles. Our inventory spans gas, diesel, hybrid, and all- electric platforms to meet the evolving operational and sustainability goals of Sourcewell members.
All vehicle solutions offered through NAFG can be customized with upfits to meet industry-specific needs. They range from basic toolboxes and ladder racks to line mechanic bodies, service beds, utility bodies, and more. Upfits can be completed by either a trusted partner from our established upfitter network or by a supplier chosen by the member. In either case, NAFG coordinates directly to provide complete, turnkey quotes with all elements clearly specified.
At this time, used vehicles are not offered as part of this proposal, as we are focused on delivering new, warrantied, and fully specifiable vehicles that align with Sourcewell members' procurement and compliance standards. 77 Within this RFP category there may be Subcategory titles that best describe the solutions offered by National Auto Fleet subcategories of solutions. List subcategory Group include:
titles that best describe your products and
services. Passenger Vehicles (Sedans, SUVs, Crossovers) Light-Duty Trucks (Class 1-3)
Cab & Chassis
Cargo and Passenger Vans
Hybrid and Electric Vehicles
Utility Vehicles and Work Trucks
Upfitted Vehicles — Service Bodies, Mechanic Trucks, Utility Beds Fleet Leasing Options (via NCL)
Custom Upfit Coordination (Turnkey Quotes)
Online Quote Building and Member Support Tools
These subcategories reflect the breadth of our offering and our ability to provide end- to-end solutions, from vehicle sourcing to upfit customization and delivery.
Bid Number: RFP 081325 Vendor NpI7ktigt1134C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA Table 7C: Depth and Breadth -Category 1 -All Engine Types Indicate below if the listed types or classes of Solutions are offered within your proposal. Provide additional comments in the text box provided, as necessary.
I— We will not be submitting for Table 7C: Depth and Breadth-Category 1 -All Engine Types Line
Item Category or Type Offered* Comments
78 Automobiles a Yes Models offered are from 17 OEM's outlined in the specifications r No attachment.
79 Sport Utility Vehicles r: Yes Models offered are from 17 OEM's outlined in the specifications ✓ No attachment.
80 Vans a Yes Models offered are from 17 OEM's outlined in the specifications ✓ No attachment.
81 Light Trucks (half ton, three quarter r: Yes Models offered are from 17 OEM's outlined in the specifications ton, and one ton) r No attachment.
82 Vehicles of the types and r: Yes Models offered are from 17 OEM's outlined in the specifications classifications in 78-81 above with r No attachment. upfitting designed for Public Safety
Applications
83 Vehicles of the types and r: Yes Models offered are from 17 OEM's outlined in the specifications classifications in 78-81 above with r No attachment. upfitting designed for ADA and
Paratransit Applications
84 Vehicles of the types and r: Yes Models offered are from 17 OEM's outlined in the specifications classifications in 78-81 above with r No attachment. upfitting designed for Service Body
and Utility Bed for Light Truck
85 Conventional Internal Combustion r: Yes Models offered are from 17 OEM's outlined in the specifications models r No attachment.
86 Natural gas, propane autogas, a Yes Models offered are from 17 OEM's outlined in the specifications hybrid, or alternative fuel models r No attachment. 87 Electric powered models r. Yes Models offered are from 17 OEM's outlined in the specifications ✓ No attachment.
Bid Number: RFP 081325 Vendor Npt7kIdgt1134C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA Table 7D: Depth and Breadth -Category 2 - Electric Propulsion Systems Only Indicate below if the listed types or classes of Solutions are offered within your proposal. Provide additional comments in the text box provided, as necessary.
I✓ We will not be submitting for Table 7D: Depth and Breadth-Category 2-Electric Propulsion Systems Only Item Category or Type Offered* Comments
88 Automobiles f Yes
✓ No
89 Sport Utility Vehicles r Yes
✓ No
90 Vans r Yes
✓ No
91 Light Trucks (half ton, three quarter r Yes
ton, and one ton) r No
92 Vehicles of the types and r Yes
classifications in 88-91 above with r No
upfitting designed for Public Safety
Applications
93 Vehicles of the types and r Yes
classifications in 88-91 above with r No
upfitting designed for ADA and
Paratransit Applications
94 Vehicles of the types and r Yes
classifications in 88-91 above with r No
upfitting designed for Service Body
and Utility Bed for Light Truck
Table 8: Exceptions to Terms, Conditions, or Specifications Form Line Item 95. NOTICE:To identify any exception, or to request any modification, to Sourcewell standard Master Agreement terms, conditions, or specifications, a Proposer must submit the proposed exception(s)or requested modification(s)via redline in the Master Agreement Template provided in the"Bid Documents"section. Proposer must upload the redline in the"Requested Exceptions"upload field. All exceptions and/or proposed modifications are subject to review and approval by Sourcewell and will not automatically be included in the Master Agreement.
Do you have exceptions or modifications to propose? Acknowledgement* ✓ Yes
C: No
Documents
Ensure your submission document(s) conforms to the following:
1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.
2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s)are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.
3. Sourcewell may reject any response where any document(s)cannot be opened and viewed by Sourcewell.
4. If you need to upload more than one(1)document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one(1)document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as"Marketing Plan." Bid Number: RFP 081325 Vendor Nptdglf1134C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA • Pricing- Price File for NAFG 081325.zip-Sunday August 10, 2025 00:37:53 • Financial Strength and Stability- Financial Strength and Stability for NAFG 081325.zip-Sunday August 10, 2025 00:38:28 • Marketing Plan/Samples-Marketing Plan for NAFG 081325.zip-Sunday August 10, 2025 00:38:58 • WMBE/MBE/SBE or Related Certificates-MBE and Realted Certificates for NAFG 081325.zip-Sunday August 10, 2025 00:39:21 • Standard Transaction Document Samples-Standard Transaction for NAFG 081325.zip-Sunday August 10, 2025 00:39:37 • Requested Exceptions (optional)
• Upload Additional Document-ALL 17 Manufacture Models and Warranty for NAFG 081325.zip-Sunday August 10, 2025 00:40:37 Bid Number: RFP 081325 Vendor NRe '3gt01I4C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA Addenda, Terms and Conditions
PROPOSER AFFIDAVIT OF COMPLIANCE
I certify that I am an authorized representative of Proposer and have authority to submit the foregoing Proposal:
1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence.
2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for award.
3. The Proposer certifies that:
(1)The prices in this Proposal have been arrived at independently,without, for the purpose of restricting competition, any consultation, communication, or agreement with any other Proposer or competitor relating to- (i)Those prices;
(ii)The intention to submit an offer; or
(iii)The methods or factors used to calculate the prices offered. (2)The prices in this Proposal have not been and will not be knowingly disclosed by the Proposer, directly or indirectly,to any other Proposer or competitor before award unless otherwise required by law; and (3) No attempt has been made or will be made by Proposer to induce any other concern to submit or not to submit a Proposal for the purpose of restricting competition.
4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest.An organizational conflict of interest is created when a current or prospective supplier is unable to render impartial service to Sourcewell due to the supplier's: a. creation of evaluation criteria during performance of a prior agreement which potentially influences future competitive opportunities to its favor; b. access to nonpublic and material information that may provide for a competitive advantage in a later procurement competition; c. impaired objectivity in providing advice to Sourcewell.
5. Proposer will provide to Sourcewell Participating Entities Solutions in accordance with the terms, conditions, and scope of a resulting master agreement.
6. The Proposer possesses, or will possess all applicable licenses or certifications necessary to deliver Solutions under any resulting master agreement.
7. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.
8. Proposer its employees, agents, and subcontractors are not:
1. Included on the"Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: https://www.treasury.gov/ofac/downloads/sdnlist.pdf;
2. Included on the government-wide exclusions lists in the United States System for Award Management found at:
https://sam.gov/SAM/; or
3. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota;the United States federal government, as applicable; or any Participating Entity.Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation. l� By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect,validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Jesse Cooper, Fleet Manager, 72 Hour LLC, DBA: National Auto Fleet Group Bid Number: RFP 081325 Vendor NRie3tgt01I4C
Docusign Envelope ID: 1A447C9A-B7A6-44E0-BA71-2A3C5DF113AA The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the obligations contemplated in the solicitation proposal. r Yes r. No
The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document.
Check the box in the column "I have reviewed this addendum" below to acknowledge each of the addenda.
I have reviewed the
File Name below addendum and Pages attachments(if
applicable)
Addendum_6_Automobiles_SUVs_Vans_Light_Trucks_RFP_081325 r 1 Tue August 5 2025 09:12 AM
Addendum_5_Automobiles_SUVs_Vans_Light_Trucks_RFP_081325 r 2 Mon August 4 2025 08:59 AM
Addendum_4_Automobiles_SUVs_Vans_Light_Trucks_RFP_081325 F 2 Wed July 30 2025 08:06 AM
Addendum_3_Automobiles_SUVs_Vans_Light_Trucks_RFP_081325 1 Mon July 28 2025 07:50 AM
Addendum_2_Automobiles_SUVs_Vans_Light_Trucks_RFP_081325 r 2 Fri July 25 2025 08:11 AM
Addendum_1_Automobiles_SUVs_Vans_Light_Trucks_RFP_081325 r 2 Wed July 23 2025 04:15 PM
Bid Number: RFP 081325 Vendor Npiavedqt0134c
4<�°F °p`q� CITFUP LAND
.�, �• o "The City of Gracious Living" - -
DATE: June 22,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:MARCELO A.BLANCO,CHIEF OF POLICE
ANTHONY KABAYAN,POLICE LIEUTENANT
SUBJECT: CONSIDER APPROVING THE PURCHASE OF A COMPUTER AIDED DISPATCH AND
RECORDS MANAGEMENT SYSTEM FOR THE POLICE DEPARTMENT
RECOMMENDED ACTION:
It is recommended that the City Council: 1)approve the Software and Services Agreement with Sun Ridge Systems, Inc.in an amount not to exceed$1,420,393 over five(5)years;2)authorize the City Manager,subject to City Attorney review, to approve non-substantive modifications without increasing the City's financial obligations or liability; 3) appropriate $500,000 from the available unreserved COPS Fund Balance to the COPS Data Processing Center Account No. 2163201-5254; and 4) authorize the City Manager to execute the Agreement and any documents necessary to implement the project.
GOAL STATEMENT
The proposed action supports the City's goal of providing safe,efficient and effective law enforcement for the citizens of Upland.
BACKGROUND
The Police Department utilizes a Computer-Aided Dispatch(CAD)and Records Management System(RMS)as their primary public safety information platform. The system supports emergency communications,records management, mobile field reporting,evidence management, state and federal reporting requirements,and information sharing with criminal justice partners.
The Department's existing CAD/RMS platform has reached the point where replacement is necessary to ensure continued operational effectiveness, maintain compliance with evolving state and federal requirements, improve interoperability with partner agencies,and support future technological advancements.
ISSUES AND ANALYSIS
Following an evaluation of available public safety software solutions, staff determined that the Sun Ridge Systems RIMS platform provides the functionality necessary to support the Department's operational needs while offering a comprehensive implementation and data conversion strategy. Section 12.2 of Upland's Purchasing Policy exempts Computer Software and Computer Repair from public bidding requirements.
The proposed agreement provides for the purchase, implementation, training, data migration, support, and maintenance of the RIMS public safety software suite. The system includes the following components:
•Computer-Aided Dispatch(CAD)
•Records Management System(RMS)
•Mobile Data and Mobile Mapping Software
•Mobile Law Enforcement Application
•In-Station Mapping
•Property and Evidence Management Software
•Citizen Public Access Portal
The implementation process includes software installation,configuration,data conversion,testing,end-user training, and on-site support during system deployment.
Implementation and Training
Sun Ridge Systems will provide project management services,software installation,configuration assistance,system testing, and comprehensive training for dispatch personnel, sworn staff, records personnel, property and evidence staff,system administrators,and information technology personnel. The agreement also includes post-implementation refresher training and on-site support during system cutover to ensure a successful transition.
Data Conversion
A significant component of the project includes conversion of historical records from the City's existing RMS platform. Data conversion services include the migration of persons, arrests, vehicles, warrants, cases, property records,premises data,officer information,and associated attachments where available.
Operational Benefits
Implementation of the RIMS platform will provide several operational benefits,including:
•Improved information sharing among Department personnel. •Enhanced mobile reporting capabilities.
•Increased efficiency in records management processes.
•Improved integration with criminal justice partners.
• Streamlined property and evidence tracking.
•Enhanced reporting and analytical capabilities.
•Compliance with current CJIS and Department of Justice requirements. •Improved system reliability and vendor support.
ENVIRONMENTAL DETERMINATION
The proposed action is not subject to the California Environmental Quality Act(CEQA). Section 15738 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 of the project is $1,420,393 over five (5) years. The contract includes software licensing, implementation services, training, data conversion, hardware, annual maintenance, software updates, and technical support.
Payment Schedule:
Year 1 —Contract Execution: $500,000
Year 2: $266,962
Year 3: $269,991
Year 4: $273,111
Year 5: $110,329
Total Contract Amount: $1,420,393
The cost for the first year is $500,000. The majority of funding for the project is available through a federal Community Project Funding(CPF)appropriation secured by Congresswoman Judy Chu in the amount of$1,031,000.
Because the FY26 CPF funding has not yet been received,the$500,000 will be appropriated from available unreserved COPS Fund Balance to the COPS Data Processing Center Account No. 2163201-5254. COPS Fund Balance has sufficient funds available and is a law enforcement funding source generally eligible for technology-related expenditures of this nature. In the event no CPF funding is received,this account currently has sufficient available funds to support project costs, if necessary, subject to City Council appropriation and compliance with applicable funding restrictions.
The remaining future-years contract cost due on the project after the CPF appropriation is $389,393 and will be included as a part of future biennial budget preparations in Information Technology (IT) Data Processing Services Account No. 7533201-5254.
ALTERNATIVES
Provide alternative direction to staff.
CEQA:Not a Project.
SUN RIDGE SYSTEMS, INC.
SOFTWARE AND SERVICES AGREEMENT
This Software and Services Agreement ("Agreement") is executed in duplicate as of , 2026, between Sun Ridge Systems, Inc., a California corporation ("Sun Ridge"), and City of Upland, a political subdivision of the State of California ("the City") located at 460 N.
Euclid Avenue, Upland, CA, 91786.
Section 1. Agreement. That for and in consideration of payments and agreements hereinafter mentioned to be made and performed by the City, and under the conditions set forth in this Agreement, Sun Ridge agrees to provide computer software ("Software") and services ("Services")to the City as described in Exhibit A, Scope of Work, attached hereto and incorporated herein. The Software support and maintenance services to be provided by Sun Ridge as part of the Services are more specifically described in Exhibit C attached hereto and incorporated herein ("Software Support Services Agreement").
Section 2. City Project Manager. Sun Ridge shall work under the general direction of in fulfilling this Agreement.
Section 3. Scope of Work. The project that is the subject of this Agreement shall consist of the delivery by Sun Ridge to the City of the Software and Services (the "Project") described in Exhibit A.
Section 4. Payment Schedule. In consideration for the Software and Services to be provided by Sun Ridge under this Agreement, the City agrees to pay Sun Ridge the Total Contract Amount ("Contract Amount") given in Exhibit B according to the following schedule ("Payment Schedule"):
Support Total
Project and Payment
Balance _ Updates Amount
Payment#1 -Contract Signing $401,975 $98,025 $500,000 Payment#2 - 1 Year After System Cutover $165,996 $100,966 $266,962 Payment#3 -2 Years After System Cutover $165,996 $103,995 $269,991 Payment#4-3 Years After System Cutover $165,996 $107,115 $273,111 Payment#5 -4 Years After System Cutover $0 $110,329 $110,329 Total Contract Amount $1,420,393
The City shall not be entitled to withhold or delay payments due to Sun Ridge pursuant to the above Payment Schedule due to delay in the delivery, installation, or testing of Software items described in Exhibit A where the delay is the result of action or inaction or breach of this Agreement by the City, its agents or employees or the action or inaction of a third party which is not within Sun Ridge's reasonable control.
Section 5. Invoices. Invoices shall be sent to:
Sun Ridge Systems, Inc.-City of Upland Page 1
Upon receipt of the invoice, the City shall verify that the invoice has been properly prepared and that the conditions of payment have been fulfilled. If the payment conditions have been fulfilled, the invoice shall be processed and paid by the City within thirty (30) days after the City's receipt thereof.
In addition to any other amounts for which City is liable under this Agreement, City agrees to pay to Sun Ridge a late charge equal to one percent (1%) of the amount due if City fails to pay Sun Ridge any amount that is due and owing pursuant to this Agreement within sixty (60) days after City's receipt of an invoice from Sun Ridge. Any invoiced amounts that are due and owing under this Agreement which City fails to pay to Sun Ridge within ninety (90) days after City's receipt of an invoice from Sun Ridge shall thereafter bear interest at the rate of twelve percent (12%) per annum or the highest interest rate allowed by applicable law, whichever is less.
Section 6. Term of Agreement. Unless terminated earlier in accordance with the provisions of this Agreement or applicable law, the term of this Agreement ("Term") shall be from the date shown on the first page of this Agreement through completion of the Project. Completion of the Project means the installation by Sun Ridge of all of the Software, the completion by Sun Ridge of all training and other Services and the payment by the City to Sun Ridge of the entire Contract Amount. The Project schedule is to be separately generated and agreed to between the parties. Notwithstanding the foregoing, the License described in Section 9 below will remain in effect until it is terminated pursuant to Section 9.
Section 7. Warranty/Disclaimer of Liability.
a. Sun Ridge warrants that upon delivery the Software substantially conforms to its Documentation and is free from defects that will materially impair its use. The City's sole and exclusive remedy for breach of this warranty will be repair or replacement of the Software. Sun Ridge will make reasonable efforts to correct errors in the Software, but does not warrant that the Software is error-free or will perform without interruption. The City has relied solely upon its own investigation and judgment in selecting the Software and not upon any representations or promises of Sun Ridge except as may be expressly stated in this Agreement. b. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER
WARRANTIES PERTAINING TO THE SOFTWARE, EXPRESS OR IMPLIED, AND SUN RIDGE
SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
c. IN NO EVENT WILL SUN RIDGE BE LIABLE FOR LOST
BUSINESS, INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES,
HOWEVER CAUSED, WHETHER FOR BREACH OF WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE) ARISING OUT OF THE
QUALITY, CONDITION OR USE OF THE SOFTWARE OR ANY OTHER PART OF THE PRODUCT. IN NO EVENT WILL SUN RIDGE BE LIABLE FOR ANY AMOUNT WHICH EXCEEDS THE AMOUNT PAID BY THE CITY FOR THE PRODUCT.
Section 8. Final Acceptance. For thirty (30) days from the beginning of Agency's Operational Use of the Software or forty (40) days after the completion of installation and training by Sun Ridge, whichever comes first (the "Test Period"), Agency shall test the system for defects and anomalies. "Operational Use" is defined as the Agency's use of the Sun Ridge Software in the course of the Agency's daily business activities. During the Test Period, Sun Ridge shall address and attempt to resolve issues with the Software identified by Agency under the Software Support Services Agreement (Exhibit C). At the end of the Test Period, Agency shall accept or reject the Software as follows:
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a. If City determines that the Software is performing to its satisfaction it shall immediately provide written notice to Sun Ridge of final acceptance of the Software ("Final Acceptance Notice"), and upon receipt of a valid invoice from Sun Ridge, shall process and pay the final milestone of the Contract Amount including any additional outstanding milestone Payment Amounts. Any remaining issues with the Software shall be covered as part of the original cost of the system and handled as maintenance items under the Software Support Services Agreement (Exhibit C).
b. If City decides to not accept the Software, then it must so notify Sun Ridge in writing within five (5) calendar days after the end of the Test Period (a "Rejection Notice"). If a Rejection Notice is given, this Agreement shall be automatically terminated and all payments already made by City to Sun Ridge, less the cost of project management, installation, data conversion, and training services provided up to the date of termination shall be returned to City by Sun Ridge within thirty (30) days after receipt of the notice. The terms of Section 11 and all other provisions of this Agreement that expressly survive such termination shall apply. c. If City fails to provide a Final Acceptance Notice or a Rejection Notice within five (5) calendar days after the end of the Test Period, then City's final acceptance of the Software shall be considered to have occurred and City and Sun Ridge shall proceed as described in section 8.a above.
Section 9. Software License. Subject to the terms, conditions, limitations and restrictions set forth in this Agreement, Sun Ridge grants to the City a nonexclusive and non- transferable license, effective upon the City's Final Acceptance of the Software pursuant to Section 8 above, to use the Software in connection with the City's normal and customary daily operations substantially as they exist as of the date of commencement of the Term as described below (the "License"). The City shall acquire no ownership or other rights in or to the Software except for the License granted hereunder, and title to the Software shall at all times remain with Sun Ridge.
a. The following additional terms, conditions and limitations apply to the License:
The City may use the Software only for the agency that is the subject of this Agreement. The CITY shall not permit any other agency to use the Software unless it has first obtained explicit written agreement from the Sun Ridge to do so; ii. The City may make a copy of the Software for backup or modification purposes only in support of the City's authorized use of the Software hereunder as Sun Ridge has expressly authorized; and
iii. No one using the Software, and no one for whose benefit the Software is being used, shall sublicense, resell, distribute, market, provide or otherwise make available the Software or any part or copies thereof to any third party. iv. The City shall not transfer, use, or export the Software in violation of any applicable laws, rules, or regulations of any government or governmental agency. v. The City shall not use the Software to disrupt, disable, or otherwise harm the operations, software, hardware, equipment, and/or systems of a business, institution, or other entity, including, without limitation, exposing the business, institution, or other entity to any computer virus, trojan horse, or other harmful, disruptive, or unauthorized component.
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vi. The City shall not embed the Software in any third-party applications, unless expressly permitted under this Agreement or otherwise authorized in writing in advance by an authorized officer of Sun Ridge.
vii. The License granted under this Agreement shall apply only to the object code for the Software. No one using the Software, and no one for whose benefit the Software is being used, shall have the right to use or have access to the source code for the Software, and neither the City nor anyone using the Software pursuant to this License will modify, change, merge, adapt, translate, reverse engineer, decompile, disassemble or prepare derivative works based upon the Software.
viii. The City acknowledges that the Software and the Documentation constitute trade secrets of Sun Ridge. The City agrees to maintain the confidentiality of the Software and the Documentation, and shall take commercially reasonable steps to preserve that confidentiality pursuant to Section 12 of this Agreement. b. The term of the License shall commence upon Final Acceptance of the Software by the City, and shall continue until the License is terminated as provided below.
Sun Ridge may immediately terminate the License in the
event of any failure by the City to comply with the terms or conditions of this Agreement by giving written notice of such termination to the City. In the event the City has leased the Software from Sun Ridge, the License will terminate automatically upon termination of the lease. Upon such termination, the City shall immediately cease further use of the Software and will cause all copies of the Software to be destroyed or returned to Sun Ridge. ii. The City may terminate the License at any time by giving written notice thereof to Sun Ridge and by destroying or returning to Sun Ridge all copies of the Software. The City acknowledges and agrees that any election by the City to terminate the License hereunder will not entitle the City to any refund of amounts paid or compensation of any kind from Sun Ridge.
iii. Upon any termination or expiration of the License, an authorized representative of the City shall certify in writing to Sun Ridge that all copies of the Software and the Documentation which were the subject of the License have either been destroyed or returned to Sun Ridge as required above.
iv. The provisions of Sections 7 and 11 through 13, inclusive, shall survive the expiration or termination of this Agreement.
C. Sun Ridge may, at its option, release updates to or new versions of the Software. If the City elects to obtain any update or new version of the Software, the use of such update or new version will be subject to the terms and conditions of this Agreement. d. Except as expressly provided in this Agreement, Sun Ridge retains all intellectual property rights and other rights to the Software, Documentation (as defined below), and the source code for the Software.
Section 10. Indemnity and Insurance.
a. Sun Ridge agrees to indemnify, defend, and hold harmless the City and its officers, directors, shareholders, employees, and agents (the "City Indemnified Parties") from any and all claims, demands, liabilities, and costs, including attorney's fees ("Claims"), arising out of or relating to (i) any actual infringement of a third-party's intellectual property rights Sun Ridge Systems, Inc.-City of Upland Page 4
or(ii)the negligence or willful misconduct of any employee or agent of Sun Ridge occurring during or as a result of Sun Ridge's performance of its obligations hereunder, provided that Sun Ridge shall have no indemnity or other obligations to the City hereunder to the extent any such Claims arise from or are the result of the negligence or other fault of the City or its employees, agents or other contractors nor shall the foregoing indemnity and hold harmless obligations of Sun Ridge extend to or cover any Claims arising from or relating to claims of defects or errors in the Software or the City's use or inability to use the Software. This indemnity obligation shall survive the expiration, cancellation or termination of this Agreement. Notwithstanding the foregoing, the City expressly waives, releases, and agrees that neither Sun Ridge nor Sun Ridge's officers, directors, shareholders, employees, agents and affiliates shall have any liability for any individual's or entity's lost business, direct damages, incidental or consequential damages, or any other Claims arising out of or related to the use or implementation of the Software. b. During the term of this Agreement, Sun Ridge shall comply with the following insurance requirements:
Workers' Compensation. Sun Ridge shall fully comply with the terms of the law of California concerning workers' compensation. Said compliance shall include, but not be limited to, maintaining in full force and effect one or more policies of insurance insuring against any liability Sun Ridge may have for workers' compensation. Said policy shall also include employer's liability coverage of$1,000,000 per accident for bodily injury or disease. ii. General Liability Insurance. Sun Ridge shall obtain at its sole cost and keep in full force and effect during the term of this Agreement commercial general liability insurance in the amount of $1,000,000 per occurrence for bodily injury, and property damage personal injury; coverage includes products and completed operations,. Said insurance shall provide (1) that the City, its officers, and employees shall be included as additional insureds under the policy, and (2)that the policy shall operate as primary insurance, and non-contributory. iii. Automobile Liability Insurance. Sun Ridge shall obtain at its sole cost and keep in full force and effect during the term of this Agreement business automobile liability insurance in the amount of $1,000,000 combined single limit per occurrence for bodily injury and property damage. Said insurance operate as primary insurance, and non-contributory. iv. Certificates of Insurance. Sun Ridge shall file with City upon the execution of this Agreement, certificates of insurance which shall provide that no cancellation, major change in coverage, expiration, or nonrenewal will be made during the term of this agreement, without thirty (30) days written notice to the City prior to the effective date of such cancellation, or change in coverage.
Section 11. Termination Rights. Either party may terminate this Agreement upon material breach of any of the terms of this Agreement by the other Party, after first giving the other party written notice of such breach and thirty (30) days to cure. If the breaching party does not cure the breach within the allotted time, the Agreement will be terminated. Upon Termination, each party will return, delete, or destroy any copies, whether tangible or electronic, of Confidential Information obtained from the other party pursuant to this Agreement, including but not limited to any Documentation and any Confidential Information stored on any equipment that may be returned, and certify to the other party in writing within five (5) business days of the termination date that it has done so.
Section 12. Confidential Information. "Confidential Information" means any and all confidential information of a party to this Agreement that is not generally known to or by members of the public, including but not limited to businesses that compete with such a party, including but not limited to the Software and the Documentation pertaining thereto. Confidential Information Sun Ridge Systems, Inc.-City of Upland Page 5
shall not include information that is now or becomes part of the public domain, is required by applicable law to be disclosed, was already known by the receiving party at the time of disclosure, is independently developed by the receiving party without any use of Confidential Information, or is lawfully obtained from a third party. "Documentation" means those visually readable materials developed by or for Sun Ridge for use in connection with the Software, in either written or electronic form.
Each party agrees to protect the other party's Confidential Information. Confidential Information will not be used or disclosed except as authorized by the providing party. Confidential Information will be disclosed to employees of the receiving party only on a "need to know" basis and only after such employees are informed of the confidential nature of the information and obligated to maintain confidentiality.
If a party or any party acting on its behalf is required to disclose by order of a court of competent jurisdiction, administrative agency or governmental body, or by subpoena, summons or other legal process, or by law, rule or regulation, or by applicable regulatory or professional standards to produce Confidential Information, that party shall promptly (and prior to such disclosure) notify the other party in writing of such demand or requirement whereupon the parties shall cooperate and take all reasonable acts (without significant cost or expense to the notifying party)to exhaust the legal avenues available to maintain the confidentiality of such Confidential Information, unless the party whose Confidential Information is at issue consents to the production and disclosure of such Confidential Information. In all events, only that portion of the Confidential Information specifically requested by the tribunal or person compelling such disclosure shall be provided and no interpretation or analysis of such data prepared for the purpose of such disclosure shall be disclosed unless approved the party whose Confidential Information is at issue or required by law.
Section 13. General Terms.
a. Governing Law. This Agreement will be construed by and enforced in accordance with the laws of the state of California. b. Arbitration. If a dispute arises from or related to this Agreement or the breach of this Agreement and if such dispute cannot be settled through direct discussions, the parties agree to first endeavor to settle the dispute in an amicable manner by mediation to be held in Sacramento, California, under the Commercial Mediation Rules of the American Arbitration Association before resorting to arbitration. Thereafter, any unresolved controversy or claim arising from or relating to this Agreement, or breach of this Agreement, shall be settled in arbitration to be held in Sacramento, California. The arbitration will be governed by the Commercial Arbitration Rules of the American Arbitration Association, and the parties shall be allowed discovery in accordance with the California Code of Civil Procedure. If Sun Ridge and the City cannot jointly select a single arbitrator to determine the matter, one arbitrator shall be chosen by each of Sun Ridge and the City (or, if a party fails to make a choice, by the American Arbitration Association on behalf of such party) and the two arbitrators so chosen will select one additional arbitrator.
The decision of the single arbitrator jointly selected by Sun Ridge and the City, or, if three arbitrators are selected, the decision of any two of them will be final and binding on the parties and the judgment of a court of competent jurisdiction may be entered on such decision. The prevailing party shall be entitled to recover reasonable fees and expenses resulting from any arbitration proceeding.
c. Severability. If any provision of this Agreement shall be held to be invalid, illegal, or unenforceable, such finding shall not affect the validity, legality, or enforceability of the remaining provisions.
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d. Assignment. Parties may not transfer, assign, or sublicense this Agreement, any license hereunder, or any of its rights or duties hereunder to any other person, site or corporation without the prior written consent of the other party. Any attempted transfer, assignment, or sublicense made without prior written consent shall be completely void. e. Notice. Any notice requested or permitted to be given hereunder shall be sent prepaid, certified mail, return receipt requested, and shall be deemed to have been given on the third (3rd) business day after mailing to the other party as follows: to the City at the address indicated in the initial paragraph of this Agreement or to electronic mail address ; to Sun Ridge Systems at P.O. Box 5071, El Dorado Hills, CA 95762, or electronic mail address [email protected]. Notices may be given by electronic mail transmission to such address as may be specified by the party for such purpose and shall be deemed to have been given when transmitted to such address with confirmation of a successful transmission.
f. Independent Contractors. The parties to this Agreement shall constitute independent contractors. Nothing in this Agreement shall be construed as establishing any employment, partnership, joint venture or similar arrangement between the parties, and no party has any authority to commit any other party to any obligation to any other person or entity, unless expressly agreed to in writing signed by such party. g. Force Majeure. Sun Ridge shall not be responsible for interruption of, interference with, diminution of, or suspension of any of its products or services, including performance failure, which are caused by strike, lockout, riot, epidemics, war, government regulation, fire, flood, natural disaster, acts of God, utility failures, losses or injuries arising directly or indirectly from criminal acts, negligent acts of others, malfunctions or inadequacies of equipment or service not directly within the control of Sun Ridge. h. Authorization/Entire Agreement/Modification. This Agreement will be effective upon signing by the City and Sun Ridge. This Agreement is the complete and final Agreement of the parties relating to the subject of this Agreement and it replaces and supersedes any prior or contemporaneous oral or written understandings or agreements. No alteration or variation to the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto.
This Agreement has been executed by the parties hereto, from the date shown on the first page.
SUN RIDGE SYSTEMS, INC. City of Upland
By: By:
Carol Gomes Jackson
Its: President Its:
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Exhibit A Scope of Work
Section 1 — Software Licenses
The City has purchased the following software licenses:
• RIMS Computer Aided Dispatch Software
• RIMS Records Management Software
• RIMS Mobile/Mobile Mapping Computer Software
• iRIMS Law Mobile App Software
• RIMS In-Station Mapping Software
• RIMS Property Room Bar Coding Software
• Citizen RIMS Public Access Software
The City has purchased the following RIMS interface software:
• RIMS E911 Link
• RIMS State Link (CLETS) Software
• RIMS Text Paging Software
• RIMS Body Worn Camera Link (AXON)
• RIMS AutoCite Import from Crossroads Link Software • RIMS AutoCite Import from Data Ticket Link Software • RIMS Citation Export to Data Ticket Link Software
• RIMS to FBI Criminal Justice N-Dex Link Software
• RIMS Accident Import from Crossroads Software
• RIMS False Alarm Link to PMAM Corporation Software • RIMS Eventide CAD Recorder Integration Software
• RIMS Flock Vehicle Alert Integration Software
• RIMS to Mindbase Link Software
• RIMS DA Link to San Bernardino County DA Software
Section 2 - Project Schedule
Upon execution of the Agreement, Sun Ridge and the City shall define a mutually agreed on project schedule.
Section 3— Hardware/Equipment
Sun Ridge is providing one (1)Worth Data Bar Code Scanner.
Section 4—Third-Party Software
Sun Ridge is providing no Third-Party software.
Section 5 - Installation
Sun Ridge will install all Sun Ridge provided Software on City provided servers and will provide instruction to the City staff on how to install the client workstation Software and Mobile/App Software. The City's servers and workstations (including desktop and laptop computers as well Sun Ridge Systems, Inc.-City of Upland Page 8
as Android and/or iOS devices) shall meet the minimum specifications set forth in Section 12.
Access to the City supplied servers shall be via unattended remote access using a product called Bomgar by Beyond Trust, provided by Sun Ridge. As part of installation, Sun Ridge will set up a basic system backup process to local disks.
Section 6— Configuration
Sun Ridge will provide the following sessions to the City's designated RIMS Administrators:
RIMS Configuration and Setup: Consists of up to 24 hours for CAD/RMS of configuration training, conducted via phone and/or remote access. The City's "RIMS Administrators" will be instructed on how to configure RIMS to most closely meet the desired operational procedures of the City. In some cases, the RIMS Administrators may find that modifying existing procedures may be desired in order to take full advantage of RIMS functionality. Discussions will include:
• Customization of drop-down menu choices for 200+fields • The City's dispatch operational decisions
• The City's records management operational decisions • Paper flow vs paperless vs less paper for records • Selection of case format type
• Review of data conversion processes and implementation, including reviewing data and starting data translations if converted data is available at the time the session is scheduled
Section 7—Street File (aka "Geofile") Load
The City and Sun Ridge will work together to determine the best street file source. One "load" of this source file into RIMS is included in the scope. If the City determines that additional iterations of the street file are to be loaded (due to updates or corrections) or determines an alternative source for the street file is preferred, Sun Ridge may charge additional fees for the additional loading.
Section 8 - Integration
Sun Ridge will provide RIMS sided interfaces for all third-party software applications listed in Section 1 above. The City must coordinate with third-party vendors to complete and test their portion of the interface.
Section 9 —Training
Sun Ridge is providing "end user" training all of which will be conducted on-site at a City provided location(s). Training days are contiguous, including weekends. Class times are 0800 to no later than 1700. Sun Ridge will provide a training plan at least 30 days prior to the first training session, Sun Ridge Systems, Inc.-City of Upland Page 9
generally following the parameters and total number of classes set forth in the chart below but with the specifics mutually agreed upon by the Parties.
Sun Ridge will provide course materials/handouts in electronic format in advance of the training.
A "session" is a repeat of the same class/material.
End User Training
Sessions Days Per Total
Subject Offered Session Days Class Size
No more than 1 student
per workstation/10
CAD/Dispatcher 2 2 4 students per session max
No more than 2 students
Officers/Mobile per workstation/20
Training 5 2 10 students per session max 1 student per workstation
(also must attend Day 1
Records 1 1 1 of Officer Training)
1 student per workstation
(also must attend Day 1
Property Room 1 1 1 of Officer Training)
IT Go Live Prep 1 1 1 TBD
Admin Review 1 1 1 TBD
In addition, the project includes 16 hours of refresher training, conducted remotely, typically scheduled 3 -6 months post go live.
Section 10 -Go Live Support
Three (3) Sun Ridge staff will be on site on the day of and the day after go live. Staff will be on site to answer questions and to address any system problems.
Section 11 - Data Conversion
Data conversion does not include establishing access between RIMS and the current TriTech/Central Square data. The City will obtain the full data set in SQL format from TriTech/Central Square and restore that data to the RIMS server. Sun Ridge will require two sets of data, one at the initial onset of the project and a second just prior to RIMS go live.
Once Sun Ridge receives access to the data, Sun Ridge will evaluate it to determine which items may be converted into RIMS. Please note that not all data may be available or suitable for conversion. As part of Sun Ridge's standard data conversion, we attempt to convert the following items. The following items are part of Sun Ridge's standard data conversion:
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People:
• Person Name (including combining duplicates based on 6-way match) • DOB
• Contact Information
• Description
• Identification Numbers
• Officer Safety Notifications
• Log Entries for Connections to Cases
• Log Entries for Citations
• Log Entries for Field Contacts
• Person Photos (if stored in the RMS and NOT a separate database or system).
Arrests:
• Arrestee
• Date/Time
• Charges
• Counts
• Offense Level
• Disposition
• Booked/Cited Out.
• Arresting Officer ID
• Booking #
Vehicles:
• License (including combing duplicates based on 2-way match) • License
• State
• Make
• Model
• Year
• Color
• Type
• Log Entries for Connections to Case
• Log Entries for Field Contacts
• Log Entries for Citations.
Cases:
• Location
• Date Reported
• Date Occurred
• Classification/Type
• Offenses
• Case Dispositions
• Date of Dispositions
• Officer ID
• Persons
• Vehicles
• Narratives
• Supplements.
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• Attachments to cases to include the following file types: .doc (no imbedded photos), .pdf., .jpeg.
Accident Reports (if stored in Central Square):
• Location
• Date Reported
• Date Occurred
• Classification/Type
• Offenses
• Case Dispositions
• Date of Dispositions
• Persons
• Vehicles
• Narrative
• Supplements
• CHP 555 Form and Diagram as .pdf files as part of attachments process.
Warrants (if applicable):
• Person Name
• Warrant#
• Warrant Date
• Type
• Felony/Misdemeanor
• Reason
• Court
• Judge
• Case #
• Cite
• Docket
• Ref#
• Agency
• Charges
• Comment
• Bail Amount
• Served Date
• Returned Date
• Returned Reason
• Recalled Date
• Recalled Reason.
Property in Cases:
• Category
• Article
• Status
• Description
• Brand
• Model
• Item #
• Property Code
• Locations
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• Value-stolen
• Recovered
• Damage
• Officer.
Premises:
• Common Place Name
• Address
• Contract Person
• Contract Phone Number
• Alarm.
Streets (if electronic street file is available):
• Street Name
• Intersections (with block ranges).
Officer:
• Name
• ID
Users:
• Name
• ID
Conversion of CAD data and third-party Property Room is not included.
Attachments stored in separate databases are not included.
Data conversion is an iterative process and requires the City to review converted data as soon as it is loaded and report any errors found to Sun Ridge. The City must identify at least two people to be part of a data conversion review team. This data conversion reviewteam shall promptly review the converted data once it is loaded into RIMS, identify any problems with the converted data, and report those problems to Sun Ridge in an organized manner.
Sun Ridge will then correct the reported errors, re-run the conversion, reload it onto your system and ask the data conversion review team to review the data again. The cycle is repeated as often as is necessary to ensure that the data conversion is as complete and correct as possible. To assist you with the review process, Sun Ridge will have trainers available via phone and remote access to guide the City. Sun Ridge staff are NOT responsible for reviewing or identifying errors in the converted data. They are responsible for facilitating the process with your staff. If during the course of data conversion Sun Ridge staff becomes aware of any error or defect in the data conversion process or the data itself, Sun Ridge staff will notify the City data conversion review team of such errors or defects. and if possible, will correct the identified error and reload it onto the City system.
In addition to the continued review of the data for the duration of the project via phone and remote access, there is one (1) day of on-site data conversion sessions with the Sun Ridge trainer and your staff prior to system cutover.
Our data conversion specialist will work with your technical staff to determine:
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1) The best format with which to provide the extracted data to the conversion specialist 2) The best method for transferring that data to the conversion engineer; and, 3) The timing for the final extract, conversion, and load of data for go live.
The City is responsible for the following:
• Coordinate and schedule resources of the City to include IT staff and TriTech/Central Square
Section 12 -The City's Responsibilities
The City is responsible for the following:
- Installation of all remaining client workstations - Installation of all remaining mobile computers
Installation of all remaining smartphone/tablet devices - Coordinate and schedule resources of the City to include IT staff - Identify RIMS Administrators
- Identify Data Conversion Review team (can be the same as RIMS Administrators) - Provide data communications infrastructure (network, wireless, internet, intranet) - Complete, submit and gain approval of updated DOJ CLETS application - Coordinate testing of the CLETS Message Switch
- Complete CIBRS re-certification (if required by DOJ) Contact third party vendors, and any other required third-parties, and coordinate their schedules and costs they may charge the City to provide, install and test their portion of the interface to RIMS.
- Provide Geofile (aka "street file") source and build-out Ensure accuracy of the geofile
Provide initial map source file
- Ensure all user-maintained configuration and data validation tables are completed prior to the start of training
- Provide training facilities and workstations (meeting minimum workstations requirements) and ensure access to RIMS training database from the training location(s)
Training facilities must meet current Federal, State and local guidelines for health and safety, including those that may affect class size and physical configuration - Make paper copies of class materials and handouts provided by Sun Ridge - Schedule the City's staff into requisite classes - Assume any costs for staff overtime or other expenses incurred to support training schedule
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- The City will allow unattended remote access (during implementation) to Sun Ridge allowing the use of Bomgar by BeyondTrust remote access software so that Sun Ridge may meet its responsibilities under this Agreement - Purchase a minimum of one (1) DYMO LabelWriter 550 Turbo Label Printer and minimum one (1) month supply of Dymo Labels # 30256 for Property Room - The City will provide the following hardware meeting the following minimum specifications:
• Database Software: Microsoft SQL Server software (Standard Edition) required to run the RIMS database.
• Servers: RIMS software supports a traditional hardware platform or a virtual platform. The hypervisor software products supported - VMWare, Hyper-V, and others. You will need one database server and one application server.
The application server does not require as much disk or RAM as the database server.
• Monitor Resolution: 1920 x 1080
• Minimum Specifications (If using existing PCs and servers) Office Workstations Database Servers
Microsoft Windows 10+ Microsoft Windows Server 2016+ 2+Ghz Processor/i5+ Microsoft SQL Server 2016+
'8 GB+RAM Intel 2 GHz+Processor
Any Sze Disk Space 16 GB+RAM
3x Current System Database Sze for Conversion
• Minimum Specifications (If purchasing new PCs and servers) _Office Workstations Database Servers
Microsoft Windows 10+ Microsoft Windows Server 2022+ i7/i9 Processor Microsoft SQL Server 2022+
16 GB+RAM i7,)(eon,or AMD Equivalent Processor
Any Size Disk Space 32 GB+RAM
3x Current System Database Sze for Conversion
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• Mobile Computer Specifications: RIMS Mobile Computer Software/OFR Software and RIMS Mobile Mapping run on Windows laptops or Windows tablets per the following minimum specifications:
• Recommended Specifications (If purchasing new Laptops/Tablets) Laptops/Tablets
Microsoft Windows 10+
i7/i9 Processor
16 GB+ RAM
Any Size Disk Space
Optional featuresfor Mobile RIMS: include support for touchscreens,locally connected GPS devices (COM-port Serial or network connection to the modem), NFC readers for YubiKeys (MFA), and Driver's License barcode scanning using enabled Getac tablets or DL scanners (Com-port Serial — AAMVA format— purchased separately by the City).
• Phone and Tablet Devices:The City must provide connectivity from the Phone or Tablet via the internet back to the City to reach the Application Server. The City must also provide a secure method to reach the Application Server, which can be done in various ways. Most agencies choose to use an agency-provided Virtual Private Network (VPN) or Net-Motion-type product that these devices support.
Supported Devices Include:
Android Devices iOS Devices
(Android v13+ I i0Sv16+
• FBI CJIS Requirements:All workstations must comply with FBI CJIS policies, including Multi-Factor Authentication (MFA). MFA can be provided within the Sun Ridge Systems products, or the City can use its own solution. Sun Ridge only offers these two MFA possession solutions: Time-Based One-Time Password (TOTP) Authenticator and physical YubiKeys (purchased by the City). For mobile devices using Mobile RIMS or TRIMS, a Mobile Data Management (MDM) software product may be required, which Sun Ridge does not provide nor sell. The City is responsible for other FBI CJIS requirements, including virus protection, local firewalls, and VPNs.
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• Property Room Specifications:
- Provide a minimum of one (1) DYMO LabelWriter 550 Turbo Label Printer - Provide a minimum one (1) month supply of Dymo Labels # 30256 for Property Room
Sun Ridge Systems, Inc.-City of Upland Page 17
Exhibit B -Contract Amount
Item Price
RIMS Computer-Aided Dispatch and Records Management Software $315,000 RIMS Mobile Computer and Mobile Mapping Software $103,000 iRIMS Law iOS/Android App Software $29,000
RIMS In Station Mapping Software $42,000
RIMS Property Room Bar Coding Software $35,000
RIMS Citizen RIMS Public Access Software $13,000 RIMS E911 Link Software $15,000
RIMS State Link(CLETS)Software $19,000
RIMS2Text Paging Link Software $7,000
RIMS Collaborate Data Sharing Software $14,000
RIMS Officer Training Management(TIMS) Software $9,000 RIMS Body Camera Link to AXON Software $3,000
RIMS AutoCite Import from Crossroads Software $4,000 RIMS AutoCite Importfrom Data Ticket Parking Software $4,000 RIMS Citation Export to Data Ticket Link Software $4,000 RIMS to FBI Criminal Justice N-DexLink Software $7,000 RIMS Accident Import from Crossroads Software $2,000 RIMS False Alarm Link to PMAM Corporation Software $5,000 RIMS Eventide CAD Recorder Integration Software $3,500 RIMS Flock Vehicle Alert Integration Software $4,000 RIMS to Mindbase Link Software $4,000
RIMS DA Link to San Bernardino CountyDA $12,000 Worth Data Bar Coding Equipment $1,700
Data Conversion Services (See Data Conversion note) $60,000 RIMS Installation Costs $44,700
RIMS Project and Training Costs Training note) $139,930 Annual Support and Updates-Year 1 $98,025
Annual Supportand Updates-Year 2 $100,966
Annual Supportand Updates-Year 3 $103,995
Annual Supportand Updates-Year 4 $107,115
Annual Supportand Updates-Year 5 $110,329
CA Sales Tax $134
TOTAL CONTRACT AMOUNT $1,420,393
Sun Ridge Systems, Inc.-City of Upland Page 18
Exhibit C —Support Services
This is a description of the software support,maintenance,and update/upgrade services to be provided by Sun Ridge Systems,Inc.("SRS")to the Cityof Upland("Licensee")as part of a Software Support Services Agreement("Agreement"). This Agreement covers all RIMS public safety software(Software)licensed by the Licensee and is effective on the date of system cutover of the first RIMS product in production use.
Under this agreement SRS agrees to provide the following services to Licensee:
1. Coverage Hours. SRS will provide a toll-free phone number and dedicated email address for support purposes during normal service hours.Normal service hours are defined as Monday- Friday,8AM-5PM PST,except for New Year's Day, Martin Luther King Day, Presidents Day, Memorial Day,July 4', Labor Day, Veterans Day, Thanksgiving Day,Day after Thanksgiving,and Christmas Day("common holidays").
However,for instances where the Licensee's system is completely inoperable due to an SRS software problem("critical problems")preventing basic system operation,service will be available 24 hours,7 days a week,common holidays included. Examples of critical problems include:
- RIMS is down/not responding on multiple workstations - Cannot create a call for service(CAD Incident)
- Cannot issue a case number
- Unable to access NCIC
- Other issues that will not allow the userto complete critical tasks Licensee will have taken reasonable measurespriortocontactingSRSsupportduringnon- service hours including:
- Verified thatthe issue is not related to just 1 workstation - Restarted the workstation in question
- Contacted in-house ITsupport if the issue is related to network orserver errors - Verified the issue is critical enough that it cannot wait until normal support hours
2. SRS Response to reported problems. SRS agrees to provide service and assistance as expeditiously as possible as follows:
a. Most problems will be resolved with the initial phone call or email.
Sun Ridge Systems, Inc.-City of Upland Page 19
b. For problems that cannot be immediately resolved,SRS will work to resolve the problem based on the severity of the problem and the urgency reported by Licensee. • For critical problems,SRS personnel will work with Licensee until the situation is resolved. • For problems that are not critical problems that have a lesser though continuing impact on operations of Licensee SRS will endeavorto provide a solution or workaround within 72 hours of the problem being reported to SRS by the Licensee. • For other problems SRS may,at its discretion,either issue a nearterm"fix release"of the product or include the fix in the next scheduled product update.
3. Licensee equipment and software responsibilities. Licensee agrees to allow SRS to remotely connect to Licensee's system when a problem is reported. SRS uses BeyondTrust remote access software for secure installation and follow-on support services. BeyondTrust software provides superiorsecurity and does so overan ordinary internet connection via an SRS serverthat hosts a BeyondTrust security hardware device.
If Licensee does not allow unattended access,the SRS response to a service request may be delayed until a responsible party of the Licensee allows access. Once remote access is obtained, SRS will examine data files, investigate reported problems, and provide updates and corrections as necessary.
4. Provision of software updates. SRS will provide all new enhanced and updated versions of software licensed to Licensee at no additional cost. This software will be provided with detailed installation instructions for installation by Licensee. If desired,Licensee may retai n SRS to perform any installation at additional costto be determined on a per case basis. Updates are distributed via download from the SRS ftp web site. SRS will not be obligated to provide service for release versions that are more than two annual release versions older than the current release.
5. Term. The term of the support period shall be one yearfrom the date of systemcutoverand shall be annually renewed for another year upon payment of invoice. Payment for the year is due in advance the day the services begin. Non-payment of the support invoice within 60 days as shall be cause for terminating or suspending support services at the discretion of SRS. 6 Termination. Licensee may terminate this Agreement with or without cause upon ninety(90) days written notice to SRS. If terminated,Licensee is entitled to a prorated refund forthe service days not consumed beginning on the last day of the month the written notice is received by SRS to the end of the remaining term of the Agreement.
7. Limitations. SRS agrees to provide support only for public safety application software provided by SRS. Other software used by Licensee(word processing,spreadsheet,etc.)is not included in this Agreement. PC and network operating system software and Microsoft SQL Server database system software is similarly not included,although SRS may assist Licensee in isolating problems to this software. (SRS reserves the right to charge for diagnostic services in the event it is Sun Ridge Systems, Inc.-City of Upland Page 20
determined that the reported issue is not attributable to RIMS.) Also specifically excluded is responsibility for administration,support,or maintenance of Licensee'server,computer network, operating systems, or database (Microsoft SQL Server).
Licensee may request that SRS provide support services outside the limitations of this Support Services Agreement. If SRS agrees to provide any requested additional support services, such support services will be provided atSRS's then current rate and underterms and conditions that SRS may require.
This Agreement does not include equipment maintenance or assistance in diagnosing hardware problems including but not limited to PCs,printers,network,scanners,and other computer peripheral devices with the exception that SRS will assist Licensee in determining whether a application software in nature.
Sun Ridge Systems, Inc.-City of Upland Page 21
4 of riz.z
d CITY OF UPLAND
c ' BUDGET AMENDMENT
-4xpoo
Date: 6/22/2026 Fiscal Year: FY25-26
Requested by: Charles Kwon Amount: $ 500,000.00 Dept/Div: Finance Description: 6/22/2026 Council Meeting
PD CAD/RMS
EXPENDITURES
Proposed
Account Number Dept/Account Description Adopted Budget Current Budget Amendment Amended Budget 2163201-5254 COPS/ DATA PROCESS SYS - - 500,000.00 500,000.00 Total - - 500,000.00 500,000.00
REVENUES
Proposed
Account Number Account Description Adopted Budget Current Budget Amendment Amended Budget Total - -
Fiscal Impact 500,000.00
REASON/JUSTIFICATION (Please be specific)
❑ Reallocation of maintenance&operations to cover actual expense/encumbrances ❑ Estimated revenue adjustment for donations/other sources of revenue ❑ Appropriation line item adjustment to match funds received by grant, donations of other sources (deposit) ❑ Emergency purpose:
Description of Expense:
El Other- Explain:
PURCHASE OF A COMPUTER AIDED DISPATCH AND RECORDS MANAGEMENT SYSTEM FOR THE POLICE DEPARTMENT This request is directly related to:
❑ Purchase Requisition No. Vendor:
El Council Meeting action: 6/22/2026 (Attach copy of minutes) Increase Purchase Order# OR Requisition #
APPROVALS
Dept Head Approval: Date:
Finance Officer: Date:
Funds Available? ❑Yes ❑No
o Approved ❑ Denied
City Manager*: Date:
*Not required if approved by City Council
Comment:
Finance Division Only:
BA#: 12266077 Help Ticket#: N/A
Journal #: Initial/Date:
Revised:3/2024 Page 5571:011fi7438 PM
4 or UN
`tCALIFORNIA LEVINE ACT DISCLOSURE STATEMENT
Ogt�� 4Q"
California Government Code Section 84308, commonly referred to as the "Levine Act," prohibits City Officers from participating in any action concerning a license, permit,other entitlement for use,franchise, or contract(collectively"license, permit,or contract")if they receive political contribution(s)from a party, or its agent(s), totaling more than $500 within the twelve (12) months before the proceeding, while a proceeding is pending, and for twelve (12) months following the date of a final decision in a proceeding.
The Levine Act also requires a member of the Upland City Council who has received such a contribution to disclose the contribution on the record of the proceeding and recuse themselves before the proceeding unless the violation has been properly cured.
Current Upland City Council Members are listed at:
https://www.uplandca.gov/city-council-treasurer
Parties and their Agents are responsible for accessing the link to review the names and disclosing their applicable contributions to City Officers on the record of a proceeding.
As a party to a proceeding,you are also required to provide information below about contributions made by you, your agents on behalf of you or your organization,your organization subject to the proceeding with the City, and any organization you direct or control pursuant to the aggregation rules at FPPC Reg. § 18438.5, except for uncompensated officers of a nonprofit organization. This form is to be submitted to the City of Upland and is a public record. If you have any questions about this form, please contact your City representative for assistance.
1. Have you or your company,or any agent/board member on behalf of you or your company/entity, made any political contributions of more than $500 to any Upland City Council Member in the 12 months preceding the date of the submission of your proposal or application, or the anticipated date of any Council action?
YES If yes, please identify the Council Member(s):
X NO
2. Do you or your company/entity, or any agency on behalf of you or your company/entity, anticipate or plan to make any political contribution of more than $500 to any Upland City Council Member in the 12 months following any Council action related to your proposal or application? YES If yes, please identify the Council Member(s):
X 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. 6 15 26 .-.---(221.--74---
Date Signature of authorized individual
_Sun Ridge Systems, Inc.
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.
G'ti.4°F °p`qt CI TFUPLAND
.", 1` "The City of Gracious Living"
''' 5 oid.
DATE: June 22,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR
ALAN FRENCH,PRINCIPAL ENGINEER
HARRY PARR,ASSOCIATE ENGINEER
SUBJECT: CONSIDER ADOPTING A RESOLUTION ESTABLISHING RESIDENTIAL PERMIT
PARKING ON GENOA WAY
RECOMMENDED ACTION:
It is recommended that the City Council adopt a resolution establishing residential permit parking on Genoa Way, between W 8th Street and its northerly terminus;and authorize its implementation.
GOAL STATEMENT
The proposed action supports the City's goal of providing reasonable accommodation to residents' needs in an efficient,professionally responsive,and courteous manner.
BACKGROUND
On November 10,2025,the City Council adopted Resolution No. 6852 establishing a new residential permit parking zone,6A,on Spinnaker Way.Prior to this decision,surveys were sent to residents of Genoa Way to determine whether they wished to be included in the new permit parking zone.The majority of residents on Genoa Way were not in favor of being included in the new parking zone in 2025. In April 2026,the City received a petition signed by 11 of the 14 residents on Genoa Way, requesting to be annexed into the new permit parking zone. Staff resent surveys to the residents on Genoa Way and found a majority are now in favor of this action.
ISSUES AND ANALYSIS
Section 10.44.010 of the Upland Municipal Code authorizes the City Council to establish parking permit zones on certain residential streets.City staff conducted an investigation and determined that Genoa Way between W 8th Street and its northerly terminus meets the criteria for establishment of a residential parking permit zone.
Upon City Council's approval of this item,the Development Services Department will begin issuing parking permits (upon request) for a fee ($10) to the residents within the zone. Staff will also create a work order to install signs throughout the proposed zone restricting parking to those vehicles displaying valid permits. Enforcement of the parking zone will occur 30 days after the street signs have been installed.
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 cost to purchase and install the parking signs along Genoa Way is $840. There are available funds in Development/Traffic Engineering Other Services Account No. 1012208-5258.
The parking permits will be issued to residents as set forth in the Master Fee Schedule.
ALTERNATIVES
Provide alternative direction to staff.
CEQA:Not a Project.
RESOLUTION NO.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
UPLAND, CALIFORNIA ESTABLISHING A PERMIT
PARKING ZONE ON GENOA WAY
WHEREAS, Section 10.44.010 of the Upland Municipal Code allows for the establishment of permit parking zones; and
WHEREAS, the Development Services Department has received a request to establish residential permit parking from affected residents; and WHEREAS, the establishment of a permit parking zone is necessary to provide reasonably available and convenient parking for the benefit of adjacent residents; and WHEREAS, the establishment of a permit parking zone is desirable to encourage the use of car pooling; and
WHEREAS, the proposed zone would protect the quality of life in the area threatened by litter, noise, traffic hazards, and devaluation of real property resulting from nonresident vehicular traffic and parking; and
WHEREAS, the proposed zone is necessary to encourage nonresident vehicles to park in designated off-street facilities.
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF UPLAND AS FOLLOWS:
SECTION 1. The above recitals are true and correct and are incorporated herein by this reference.
SECTION 2. The City Council of the City of Upland does hereby designate the area described below as a permit parking zone:
Genoa Way between W 8th Street and its northerly terminus.
SECTION 3. The City Council of the City of Upland hereby directs City staff to place signage and markings to provide the general public notice of the permit parking zone. In accordance with Section 10.44.010.B. of the Upland Municipal Code and California Vehicle Code section 22507, this Resolution shall not be effective until such signage and markings have been placed.
SECTION 4. Compliance with California Environmental Quality Act. The City Council finds that this Resolution is not subject to the California Environmental Quality Act ("CEQA") pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the State CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for
Resolution No.
Page
resulting in physical change to the environment, directly or indirectly. Further, if the activity is deemed a project this City Council finds that this Resolution is exempt pursuant to Section 15061(b)(3) of the State CEQA Guidelines.
SECTION 5. Certification. The City Clerk shall certify to the passage and adoption of this Resolution and enter it into the book of original resolutions.
SECTION 6. Severability. If any section, subsection, subdivision, sentence, or clause or phrase in this Resolution or any part thereof is for any reason held to be unconstitutional, invalid or ineffective by any court of competent jurisdiction, such decision shall not affect the validity or effectiveness of the remaining portions of this Resolution or any part thereof. The City Council hereby declares that it would have adopted each section irrespective of the fact that any one or more subsections, subdivisions, sentences, clauses, or phrases are declared unconstitutional, invalid, or ineffective.
SECTION 7. Effective Date. This Resolution shall become effective immediately.
PASSED, APPROVED and ADOPTED this 22nd day of June, 2026.
Bill Velto, Mayor
I, Keri Johnson, City Clerk of the City of Upland, do hereby certify that the foregoing Resolution was adopted at a regular meeting of the City Council held on the 22nd day of June, 2026, by the following vote:
AYES:
NOES:
ABSENT:
ABSTAINED:
ATTEST:
Keri Johnson, City Clerk
PERMIT PARKING ZONE 6A
i
111
PROPOSED ANNEXATION 12
TO ZONE 6A -
134 125
132
131 135
11 120 134
123 120 1 138 137
137
133 132 131 130 — •
0 1489 1481 116
149
137 1<3.8 r n
139 1.42 m
161ED
8880 2 _1• . 1 .9_ 1 —
mEXISTI G ZONE 6A t 1 1492 1484 1472 1464 1456 I 14 1_ 1_69 _ {n 162 163_1 1J54
5 1.77 x- 1. : 127_ 6 1_/8 1$1
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rts
192 1483 1471 1467 1459 1449
i „197_ . ',. 1.98 .193_... .. 1.'4 193 ...... .. 8th St 8th St 8th St 8,
1 03
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EDLll
toneridge L1U
Apartment Home
of v.t'Z
1" = 150 ft GENOA WAY PROPOSED ANNEX 06/04/2026 ° -age 563 of 673
This map may represent a visual display of related geographic information.Data provided here is not a guarantee of actual field conditions.To ensure complete accuracy,please contact the responsible staff for the most up-to-date information.
4c °v °p`q� CITFUP LAND
�" - -
.�, �` "The City of Gracious Living"
c�lrFOR�i�
DATE: June 22,2026
TO: MAYOR AND CITY COUNCIL
FROM: MICHAEL BLAY,CITY MANAGER
PREPARED BY:ROBERT D.DALQUEST,DEVELOPMENT SERVICES DIRECTOR
ALAN FRENCH,PRINCIPAL ENGINEER
YESENIA DIAZ,ASSOCIATE ENGINEER
SUBJECT: CONSIDER APPROVAL OF A THIRD AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH HR GREEN PACIFIC,INC.
RECOMMENDED ACTION:
It is recommended that the City Council approve the Third Amendment to the Professional Services Agreement with HR Green Pacific, Inc. to extend the contract term by one year to June 30, 2027, with an annual compensation of $60,000 for Fiscal Year 2026-27; and authorize the City Manager to execute the agreement.
GOAL STATEMENT
The proposed action supports the City's goal of providing reliable, timely and efficient engineering, mapping, and development related services by the city.
BACKGROUND
The Land Development and Engineering Division is responsible for reviewing and providing conditions of approval for development projects,tentative subdivision maps,and use permits for residential,commercial,office and industrial development. In order to provide plan checking services with current staffing levels and workload,the city utilizes outside consulting engineering services.
On September 27,2021,the City Council approved the Professional Services Agreement with HR Green Pacific,Inc. ("HR Green")to provide development plan,map review,plan checking and staff augmentation services on a project- by-project basis.The original contract with HR Green was in the amount of$60,000 per year for five-years(until June 30,2026).The agreement allows the parties to extend this agreement for up to two additional one-year terms by mutual consent.
On August 14,2023,the City Council approved Amendment No. 1 to increase the annual Fiscal Year 2022-23 contract limit from the original amount of$60,000 to $95,000 to accommodate an increased workload for Fiscal Year 2022- 2023,and to decrease the annual amount for Fiscal Year 2023-24 to$25,000 to account for prior year expenditures.
On June 9,2025,the City Council approved Amendment No.2 to the contract to increase the annual Fiscal Year 2024- 25 contract limit from the original amount of$60,000 to $98,000 to accommodate an increased workload for Fiscal Year 2024-2025.
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.
ISSUES AND ANALYSIS
HR Green provides cost-effective services and has performed satisfactorily for the term of the contract. HR Green was assigned work for several development projects that are in process. Continuity will be achieved by allowing the process to be completed by the same plan checkers who have been reviewing the projects.
The Third Amendment to the professional services agreement will extend the current contract for a one-year term, allowing the projects in the pipeline to be completed by the same plan checkers and avoiding unnecessary re-checks.
With the approved amendment,HR Green will continue to do plan checking at the current$60,000 annual amount for the work assigned in Fiscal Year 2026-27.
However,the scope of work associated with this contract falls within duties performed by classifications represented by the UMMEA bargaining unit and is therefore subject to the requirements of AB 339. On June 8, 2026,the City provided notice to UMMEA regarding the proposed contract and requested consideration of waiving the statutory 45- day notice period to avoid an interruption in services currently being provided under the existing contract.
Following discussions between City and UMMEA representatives,UMMEA agreed to waive the remainder of the 45- day notice period and support continuation of the contracted services while the City completes the necessary steps to establish and fill a permanent City employee position to perform these functions. Staff anticipate that the recruitment and hiring process will be completed within approximately six months, at which time the services are expected to transition from the contractor to City staff.
ENVIRONMENTAL DETERMINATION
The proposed action is a contract amendment for development plan checking and is not subject to the California Environmental Quality Act(CEQA). Section 15378 of the CEQA Guidelines defines a project subject to CEQA. The proposed action is not included within the definition of a"project"and thus is exempt.
FISCAL IMPACTS
The total cost for Fiscal Year 2026-27 is$60,000.There are available funds in the Development/Traffic Engineering Professional Services Account No. 101228-5252 which are fully offset through the collection of fees in the development process deposited into the Development Map&Plan Check Revenue Account No. 1012208-4646.
ALTERNATIVES
Provide alternative directions to staff.
CEQA:Not a Project.
AMENDMENT NO. 3 TO
AGREEMENT FOR PROFESSIONAL SERVICES
WITH HR GREEN PACIFIC, INC.
This Amendment No. 3 to a certain Professional Services Agreement by and between the Parties is made and entered into as of July 1, 2026 ("Effective Date") by and between the City of Upland, a municipal corporation ("City") and HR GREEN PACIFIC, INC. ("Consultant"). City and Consultant are sometimes referred to herein individually as a "Party" and collectively as "Parties."
RECITALS
A. WHEREAS, City and Consultant have entered into a Professional Services Agreement, dated September 27, 2021, for the purpose of providing plan checking services (the "Original Agreement").
B. WHEREAS, the Parties executed Amendment No.1 to the Original Agreement on August 14, 2023 ("Amendment No. 1").
C. WHEREAS, the Parties executed Amendment No. 2 to the Agreement on June 9, 2025, to provide for additional plan-checking services by Consultant during the City's 2024/2025 fiscal year and to increase compensation for such services from $60,000 to $98,000 in accordance with the compensation provisions of the Agreement ("Amendment No. 2"). Collectively the Original Agreement, Amendment No. 1, and Amendment No. 2 are hereinafter referred to as the "Agreement").
D. WHEREAS, the Parties now desire to amend the Agreement to extend the term for an additional one-year period for Consultant to continue providing plan-checking services during the City's 2026/2027 fiscal year and to provide additional compensation for such services in accordance with the compensation provisions of the Agreement.
NOW, THEREFORE, in consideration of the above recitals and the mutual covenants, conditions, and promises contained in this Amendment No. 3 and the Agreement, the Parties mutually agree as follows:
AGREEMENT
1. Incorporation of Recitals. The recitals listed above are true and correct and are hereby incorporated herein by this reference.
2. Term Extension 2026/2027 Fiscal Year and Compensation.
Notwithstanding any provision in Sections 5 of the Agreement to the contrary, the end limit date of June 30, 2026 is hereby replaced by the end date of June 30, 2027 to include City's 2026-2027 fiscal year. The not-to-exceed compensation due Consultant for 2026/2027 shall be $60,000 in accordance with the Original Agreement and the current rate schedule attached hereto.
3. Full Force. Except as amended by this Amendment No. 3, all provisions of
the Agreement, including without limitation the indemnity and insurance provisions, shall remain in full force and effect and shall govern the actions of the Parties under this Amendment No. 3.
4. Electronic Transmission. A manually signed copy of this Amendment No. 3, which is transmitted by facsimile, email or other means of electronic transmission shall be deemed to have the same legal effect as delivery of an original executed copy of this Amendment No. 3 for all purposes. This Amendment No. 3 may be signed using an electronic signature.
5. Counterparts. This Amendment No. 3 may be signed in counterparts, each of which shall constitute an original.
IN WITNESS WHEREOF, the Parties hereto have executed this Amendment No.3 on the Effective Date first herein above written.
[SIGNATURES ON THE FOLLOWING PAGE]