CITY OF WEST COVINA
CITY COUNCIL/SUCCESSOR AGENCY
Public Comment Instructions
JULY 21, 2026, 7:00 PM
REGULAR MEETING
CITY HALL COUNCIL CHAMBERS
1444 W. GARVEY AVENUE SOUTH
WEST COVINA, CALIFORNIA 91790
Mayor Letty Lopez-Viado
Mayor Pro Tem Ollie Cantos
Councilwoman Rosario Diaz
Councilmember Brian Gutierrez
Councilman Tony Wu
Please turn off all cell phones and other electronic devices prior to entering the Council Chambers
AMERICANS WITH DISABILITIES ACT
The City complies with the Americans with Disabilities Act (ADA). If you will need special assistance at a Council meeting, please call (626) 939-8433 (voice) or (626) 960-4422 (TTY) from 8am to 5pm Monday through Thursday.
Please call at least one day prior to the meeting date to inform us of your particular needs and to determine if accommodation is possible. For sign language interpreter services at Council meetings, please request no less than four working days prior to the meeting.
AGENDA MATERIAL
Agenda material is available for review at the City Clerk's Office, Room 317 in City Hall, 1444 W. Garvey Avenue South, West Covina and at www.westcovina.org. Any writings or documents regarding any item on this agenda, not exempt from public disclosure, provided to a majority of the City Council that is distributed less than 72 hours before the meeting, will be made available for public inspection in the City Clerk’s Office, Room 317 of City Hall located at 1444 W. Garvey Avenue South, West Covina, during normal business hours.
NOTICE
The City Council will regularly convene on the first and third Tuesday of the month. The West Covina Community Development Commission, West Covina Public Financing Authority and the West Covina Community Services Foundation are agencies on which the City Council serves as members. Agendas may contain items for these boards, as necessary.
PUBLIC COMMENTS
ADDRESSING THE CITY COUNCIL
Any person wishing to address the City Council on any matter listed on the agenda, excluding any matter set for a public hearing, or on any other matter within their jurisdiction must complete a speaker card that is provided at the entrance to the Council Chambers and submit the card to the City Clerk prior to the commencement of Oral Communications. No speaker cards will be accepted after the commencement of Oral Communications, except at the discretion of the Presiding Officer.
Please identify on the speaker card whether you are speaking on an agenda item or non-agenda. Requests to speak on agenda items will be heard prior to requests to speak on non-agenda items. Comments are limited to three (3) minutes per speaker, unless modified by the Presiding Officer or the City Council.
Any testimony or comments regarding a matter set for a public hearing will be heard during the hearing.
While members of the public are free to level criticism of City policies and the action(s) or proposed action(s) of the City Council or its members, members of the public may not engage in behavior that is disruptive to the orderly conduct of the meeting, including, but not limited to, speaking off topic, speaking beyond the speaker’s allotted time limit, making slanderous or profane remarks or using loud, threatening, or abusive language which disrupts, disturbs, impedes, or renders infeasible the orderly conduct of the meeting. Members of the public may not threaten any person with physical harm or act in a manner that may reasonably be interpreted as an imminent threat of physical harm. The City of West Covina will not tolerate harassment based upon a person’s race, religious creed, color, national origin, ancestry, disability, medical condition, marital status, gender, sexual orientation, or age.
RULES OF DECORUM
Excerpts from the West Covina Municipal Code and Penal Code pertaining to the Rules of Decorum will be found at the end of agenda.
AGENDA
CITY OF WEST COVINA
CITY COUNCIL/SUCCESSOR AGENCY
TUESDAY JULY 21, 2026, 7:00 PM
REGULAR MEETING
INVOCATION
Led by Pastor Samuel Martinez from Amazing Love Ministries
PLEDGE OF ALLEGIANCE
Led by Councilman Wu
ROLL CALL
REPORTING OUT FROM CLOSED SESSION
PRESENTATIONS
Taste of West Covina Presentation Recognizing One Veg World Taste of West Covina Presentation Recognizing Sylvan Learning
CITY MANAGER'S REPORT
City Manager's report on current City projects.
ORAL COMMUNICATIONS - Three (3) minutes per speaker
Please step forward to the podium and state your name and city of residence for the record when recognized by the Mayor.
CONSENT CALENDAR
All matters listed under CONSENT CALENDAR are considered to be routine and can be acted on by one roll call vote.
There will be no separate discussion of these items unless members of the City Council/Community Development Commission request specific items to be removed from the Consent Calendar for separate discussion or action.
APPROVAL OF MEETING MINUTES
APPROVAL OF MEETING MINUTES
1) CONSIDERATION OF APPROVAL FOR THE JUNE 16 AND JULY 7, 2026, CITY
COUNCIL/SUCCESSOR AGENCY REGULAR SESSION MEETING MINUTES AND THE JUNE 16, AND JULY 7 2026 , CITY COUNCIL/SUCCESSOR AGENCY CLOSED SESSION MEETING MINUTES.
That the Council approve the June 16 and July 7, 2026, City Council/Successor Agency Regular Session Meeting Minutes and the June 16 and July 7, 2026, City Council/Successor Agency Closed Session Meeting Minutes
COMMUNITY DEVELOPMENT
2) CONSIDERATION OF FISCAL YEAR 2026-27 ASSESSMENT RATE FOR WEST COVINA LANDSCAPE MAINTENANCE DISTRICT NOS. 1 AND 2
It is recommended that the City Council adopt the following resolutions:
RESOLUTION NO. 2026-58 – A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST COVINA, CALIFORNIA SETTING THE ASSESSMENT RATE FOR WEST COVINA LANDSCAPE MAINTENANCE DISTRICT NO. 1 FOR THE FISCAL YEAR BEGINNING JULY 1, 2026
RESOLUTION NO. 2026-59 – A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST COVINA, CALIFORNIA SETTING THE ASSESSMENT RATE FOR WEST COVINA LANDSCAPE MAINTENANCE DISTRICT NO. 2 FOR THE FISCAL YEAR BEGINNING JULY 1, 2026
FINANCE DEPARTMENT
3) CONSIDERATION OF ADOPTING BUDGET AMENDMENT FOR LEGAL SERVICES It is recommended that the City Council adopt the following resolution:
RESOLUTION NO. 2026-87– A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2025 AND ENDING JUNE 30, 2026 (LEGAL
SERVICES)
FIRE DEPARTMENT
4) CONSIDERATION OF AGREEMENTS FOR FIRE DEPARTMENT FLEET MAINTENANCE
AND REPAIR SERVICES
It is recommended that the City Council take the following actions:
Award Request for Proposals No. 2026-15 for Fire Department Fleet Maintenance and Repair Services to Performance Truck Repair, Inc., ReNewell Fleet Service, LLC, and Fleetworks, Inc.; and
1. Authorize the City Manager to negotiate and execute agreements with Performance Truck Repair, Inc., ReNewell Fleet Service, LLC, and Fleetworks, Inc. for a five-year term commencing August 1, 2026 and ending July 31, 2031, in such final form as approved by the City Attorney; and
2. Authorize the City Manager to negotiate and execute any amendments to the agreements.
3. HUMAN RESOURCES/RISK MANAGEMENT
5) CONSIDERATION OF POSITION ACTIONS IN CITY MANAGER’S OFFICE, FINANCE DEPARTMENT, AND POLICE DEPARTMENT – NEW CLASSIFICATIONS, JOB
DESCRIPTION UPDATES, AND RECLASSIFICATIONS
It is recommended that the City Council:
Approve the class specifications and salary range for the new Media Production Specialist classification by adopting the following resolution:
1. RESOLUTION NO. 2026-80 - A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF WEST COVINA, CALIFORNIA, APPROVING THE
CLASSIFICATION SPECIFICATIONS AND SALARY RANGE FOR THE
NEW MEDIA PRODUCTION SPECIALIST CLASSIFICATION
Approve the repeal and replacement of the Executive Assistant to the City Manager classification specifications and the revised salary range for such classification by adopting the following resolution:
2. RESOLUTION NO. 2026-83 - A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF WEST COVINA, CALIFORNIA, APPROVING THE REPEAL
AND REPLACEMENT OF THE EXECUTIVE ASSISTANT TO THE CITY
MANAGER CLASSIFICATION SPECIFICATIONS AND AN UPDATED
SALARY RANGE FOR SUCH CLASSIFICATION
Approve the establishment of the Lead Jailer classification and corresponding classification specifications and salary range and the reclassification of two (2) Jailer positions to two (2) Lead Jailer positions by adopting the following resolution:
3. RESOLUTION NO. 2026-70 - A RESOLUTION OF THE CITY COUNCIL OF
THE CITY OF WEST COVINA, CALIFORNIA, APPROVING THE
ESTABLISHMENT OF THE LEAD JAILER CLASSIFICATION AND THE
CLASSIFICATION SPECIFICATIONS AND SALARY RANGE FOR SUCH
CLASSIFICATION, AND AMENDING THE SCHEDULE OF POSITIONS
BUDGETED FOR FISCAL YEAR 2026-27 TO REFLECT THE
RECLASSIFICATION OF TWO (2) JAILER POSITIONS TO TWO (2) LEAD
JAILER POSITIONS
PUBLIC WORKS
6) CONSIDERATION OF NEED TO CONTINUE EMERGENCY REPAIRS AT FIRE STATION 3 It is recommended that the City Council review the emergency action for the emergency conditions at Fire Station 3 and adopt the following resolution:
RESOLUTION NO. 2026-81 – A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST COVINA, CALIFORNIA, DETERMINING, BY AT LEAST A FOUR-FIFTHS
VOTE OF THE CITY COUNCIL, THAT THERE IS A NEED TO CONTINUE THE EMERGENCY ACTION AT FIRE STATION 3
7) APPROVAL OF PURCHASE ORDER FOR FORD FLEET CARE FOR FISCAL YEAR 7) APPROVAL OF PURCHASE ORDER FOR FORD FLEET CARE FOR FISCAL YEAR 2026-2027
It is recommended that the City Council:
Authorize the City Manager to issue a purchase order to Ford Fleet Care in the amount of $250,000 for vehicle repair and maintenance services utilizing the Sourcewell Cooperative Purchasing Agreement for Fiscal Year 2026-2027.
1. Authorize the City Manager to execute any purchase order change orders within the FY2026-2027 budget for Fund 365, Fleet Management.
2. END OF CONSENT CALENDAR
HEARINGS
PUBLIC HEARINGS
8) PUBLIC HEARING REGARDING FISCAL YEAR 2026-27 ASSESSMENT FOR THE WEST
COVINA CITYWIDE LIGHTING AND MAINTENANCE DISTRICT
It is recommended that the City Council adopt the following resolution:
RESOLUTION NO. 2026-69 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST COVINA, CALIFORNIA, CONFIRMING THE DIAGRAM AND
ASSESSMENTS FOR THE CITYWIDE LIGHTING AND MAINTENANCE DISTRICT FOR FISCAL YEAR 2026-27
9) PUBLIC HEARING REGARDING FISCAL YEAR 2026-27 ASSESSMENTS FOR WEST COVINA LANDSCAPE MAINTENANCE DISTRICTS 4, 6 AND 7
It is recommended that the City Council conduct a public hearing and then adopt the following resolutions:
RESOLUTION NO. 2026-73 – A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST COVINA, CALIFORNIA, CONFIRMING A DIAGRAM AND ASSESSMENTS FOR LANDSCAPE MAINTENANCE DISTRICT NO. 4 FOR FISCAL YEAR 2026-27 RESOLUTION NO. 2026-74 – A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST COVINA, CALIFORNIA, CONFIRMING A DIAGRAM AND ASSESSMENTS FOR LANDSCAPE MAINTENANCE DISTRICT NO. 6 FOR FISCAL YEAR 2026-27 RESOLUTION NO. 2026-75 – A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST COVINA, CALIFORNIA, CONFIRMING A DIAGRAM AND ASSESSMENTS FOR LANDSCAPE MAINTENANCE DISTRICT NO. 7 FOR FISCAL YEAR 2026-27 10) PUBLIC HEARING REGARDING THE WEST COVINA CITYWIDE SEWER SERVICE
CHARGE COLLECTION METHOD AND ASSOCIATED REPORT
It is recommended that the City Council adopt the following resolution:
RESOLUTION NO. 2026-67 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST COVINA, CALIFORNIA, APPROVING THE SEWER SERVICE CHARGES TO BE COLLECTED ON THE FISCAL YEAR 2026-27 TAX ROLL
11) PUBLIC HEARING TO CONSIDER WEST COVINA AUTO PLAZA BUSINESS IMPROVEMENT DISTRICT FISCAL YEAR 2026-27 ASSESSMENT
It is recommended that the City Council conduct a public hearing and then adopt the following resolution:
RESOLUTION NO. 2026-78 - A RESOLUTION OF THE CITY COUNCIL OF THE CITY
OF WEST COVINA, CALIFORNIA, CONFIRMING THE ANNUAL REPORT FILED BY
THE WEST COVINA AUTO PLAZA BUSINESS IMPROVEMENT DISTRICT
ADVISORY BOARD AND LEVYING AN ANNUAL ASSESSMENT FOR THE WEST
COVINA AUTO PLAZA BUSINESS IMPROVEMENT DISTRICT FOR FISCAL YEAR 2026-27
DEPARTMENTAL REGULAR MATTERS
CITY MANAGER'S OFFICE
12) PRESENTATION ON WEBSITE UPDATE EXPANDING PUBLIC ACCESS It is recommended that the City Council:
1. Receive and file this report.
MAYOR/COUNCILMEMBERS REPORTS
AB 1234 Conference and Meeting Report (verbal, if any)
(In accordance with AB 1234, Councilmembers shall make a brief report or file a written report on any meeting/event/conference attended at City expense.)
CITY COUNCIL REQUESTS FOR REPORTS, STUDIES OR INVESTIGATION (Per City of West Covina Standing Rules 4.f - Requests for reports, studies, or investigations that are not readily available must be placed on the City Council/Successor Agency agenda as items of business and must be approved by a majority of the City Council/Successor Agency Board.) 13) PRESENTATION ON PROPOSED PARKS AND RECREATION MASTERPLAN It is recommended that the City Council:
1. Receive and file this report; and
2. Provide direction.
CITY COUNCIL COMMENTS
ADJOURNMENT
Next Tentative City Council Meeting
Regular Meeting August 18, 2026 7:00 PM
RULES OF DECORUM
The following are excerpts from the West Covina Municipal Code:
Section 2-47. - Addressing the council.
Pursuant to the California Government Code, any person wishing to address the city council on any matter on the agenda or on any other matter within their jurisdiction, excluding any matter set for a public hearing, may do so upon first securing the recognition of the presiding officer during the time designated as “Oral Communications” on the agenda. The city council may not act on any item unless it is listed on the agenda.
Section 2-48. - Manner of addressing city council; time limit; persons addressing may be sworn. (a) Each person wishing to address the city council shall submit a speaker card to the city clerk prior to the commencement of the time designated for oral communications. No speaker cards will be accepted after the commencement of oral communications, except at the discretion of the presiding officer. (b) When called forward by the presiding officer or the city clerk, each person addressing the city council shall step up to the podium and give his or her name and city of residence in an audible tone of voice for the record.
(c) Each person addressing the city council during oral communications shall limit his or her comments to three (3) minutes, unless the time limit is modified by the presiding officer or the city council. In order to provide all speakers the opportunity to participate in oral communications, the presiding officer or the city council may reduce the time limit to allow reasonable time for all speakers to address the city council. (d) All remarks shall be addressed to the city council as a body and not to any member thereof. No person, other than the city council and the person having the floor, shall be permitted to enter into any discussion, either directly or through a member of the city council, without the permission of the presiding officer. No question shall be asked of a council member except through the presiding officer. (e) The presiding officer may require any person to be sworn as a witness before addressing the city council on any subject. Any such person who, having taken an oath that he or she will testify truthfully, willfully and contrary to such oath states as true any material matter which he knows to be false may be held to answer criminally and subject to the penalty prescribed for perjury by the provisions of the California Penal Code.
Section 2-50. - Decorum—Required.
(a) While the city council is in session, council members shall preserve order and decorum, and a council member shall neither, by conversation or otherwise, delay or disrupt the proceedings or the peace of the council nor interrupt any council member while speaking or refuse to obey the orders of the council or its presiding officer, except as otherwise herein provided. (b) Members of the public shall not willfully disrupt the meeting or act in a manner that actually disrupts, disturbs, impedes, impairs, or renders infeasible the orderly conduct of the meeting. For the purposes of this Code, “willfully disrupt” includes, but is not limited to, continuing to do any of the following after being warned by the presiding officer that the behavior is disrupting the meeting and failure to cease the behavior may result in removal from the meeting:
(1) Addressing the mayor or city council without first being recognized. (2) Persisting in addressing a subject or subjects, other than that before the mayor and city council. (3) Repetitiously addressing the same subject.
(4) Failing to relinquish the podium when directed to do so. (5) From the audience, interrupting or attempting to interrupt, a speaker, the presiding officer, a council member, or a staff member, or shouting or attempting to shout over a speaker, the presiding officer, a council member or a staff member.
(6) From the audience, engaging in disorderly, disruptive, or boisterous conduct, including, but not limited to, handclapping, stomping of feet, whistling, making noise, use of abusive, threatening or profane language or obscene gestures, yelling, obstructing the view of other audience members, or similar conduct which disrupts, disturbs, impedes, or renders infeasible the orderly conduct of the meeting.
(7) As a speaker, making slanderous or profane remarks or using loud, threatening, or abusive language which disrupts, disturbs, impedes, or renders infeasible the orderly conduct of the meeting; interrupting or attempting to interrupt the presiding officer, a council member, or a staff member; shouting over or attempting to shout over the presiding officer, a council member, or a staff member; or engaging in any other disorderly conduct which disrupts, disturbs, impedes, or renders infeasible the orderly conduct of the meeting. Nothing in this section or any rules of the city council shall be construed to prohibit public criticism of the policies, procedures, programs, or services of the city or of the acts or omissions of the city council.
(8) Engaging in behavior that constitutes use of force or a true threat of force. (c) It shall be unlawful to violate the provisions of this section. A person violating this section may be removed and barred from further participation at the meeting at which the violation occurs. (d) If any subsection, sentence, clause, or phrase or word of this section 2-50 is for any reason held to be invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of this section. The city council hereby declares that it would have passed this section and each subsection, sentence, clause and phrase thereof, irrespective of the fact that any one or more subsections, sentences, clauses, phrases or words had been declared invalid or unconstitutional.
Section 2-51. - Enforcement of decorum.
The chief of police or any member or members of the police department or other members of the city staff may be designated by the council to be sergeant-at-arms when, in the opinion of the presiding officer, the services of a sergeant-at-arms is necessary, and the sergeant-at-arms shall carry out all orders and instructions given by the presiding officer for the purpose of maintaining order and decorum in accordance with section 2-50 at the council meeting, including, but not limited to, removing and barring from further participation at the meeting any person who is willfully disrupting the orderly conduct of the meeting.
Section 2-52. Persons authorized to be within council area.
No person, except city officials, their representatives and members of the news media shall be permitted within the rail in front of the council chamber without the express consent of the council.
The following are excerpts from the Penal Code:
Section 148. Resisting public or peace officers or emergency medical technicians in discharge of their duties; Removal of weapon from person or presence of public or peace officer. (a) (1) Every person who willfully resists, delays, or obstructs any public officer, peace officer, or an emergency medical technician, as defined in Division 2.5 (commencing with Section 1797) of the Health and Safety Code, in the discharge or attempt to discharge any duty of his or her office or employment, when no other punishment is prescribed, shall be punished by a fine not exceeding one thousand dollars ($1,000), or by imprisonment in a county jail not to exceed one year, or by both that fine and imprisonment.
Section 403. Disturbance of assembly or meeting other than religious or political.
Every person who, without authority of law, willfully disturbs or breaks up any assembly or meeting that is not unlawful in its character, other than an assembly or meeting referred to in Section 302 of the Penal Code or Section 18340 of the Elections Code, is guilty of a misdemeanor.
AGENDA ITEM NO. 1
AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: July 21, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: CONSIDERATION OF APPROVAL FOR THE JUNE 16 AND JULY 7, 2026, CITY
COUNCIL/SUCCESSOR AGENCY REGULAR SESSION MEETING MINUTES AND THE JUNE 16, AND JULY 7 2026 , CITY COUNCIL/SUCCESSOR AGENCY CLOSED SESSION MEETING MINUTES.
RECOMMENDATION:
That the Council approve the June 16 and July 7, 2026, City Council/Successor Agency Regular Session Meeting Minutes and the June 16 and July 7, 2026, City Council/Successor Agency Closed Session Meeting Minutes
BACKGROUND:
That the City Council adopt the attached minutes.
Prepared by: Lisa Sherrick, Assistant City Clerk
Attachments
Attachment No. 1 - 6/16/2026 Closed Session Minutes Draft Attachment No. 2 - 6/16/2026 Regular Session Minutes Draft Attachment No. 3 - Resume History of Lloyd Johnson
Attachment No. 4 - 7.7.2026 Closed Session Minutes Draft Attachment No. 5 - 7.7.2026 Regular Session Minutes Draft CITY COUNCIL GOALS & OBJECTIVES: Enhance City Image and Effectiveness
D R A F T
CITY OF WEST COVINA
CITY COUNCIL/SUCCESSOR AGENCY
JUNE 16, 2026, 7:00 PM
REGULAR MEETING - CLOSED SESSION
MANAGEMENT RESOURCE CENTER 3RD FLOOR
1444 W. GARVEY AVENUE SOUTH
WEST COVINA, CALIFORNIA 91790
ROLL CALL
Present: Council Member Brian Gutierrez; Councilman Tony Wu; Councilwoman Rosario Diaz; Mayor Pro Tem Ollie Cantos; Mayor Letty Lopez-Viado
Staff Present: Mikan Mrakich, City Manager; Roxanne Lerma, Assistant City Manager; Niel Mehta, Assistant City Manager; Tom Duarte, City Attorney; Roger Scott, Buchalter
PUBLIC COMMENTS ON ITEMS ON THE AGENDA
None
CLOSED SESSION
1. CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION - Pursuant to Government Code § 54956.9(d)(1)
1. Guillermina Buenrostro v. City of West Covina (LA Superior Court, Case No 23PSCV02465) John Doe v. City of West Covina, et al, (United States District Court for the Central District of California Case No. 2:26-cv-03659-MEMF-MBK).
2. Attachment No. 1
2. CONFERENCE WITH LABOR NEGOTIATORS
Pursuant to Government Code § 54957.6
City Negotiators: Mrakich, Duarte
Employee Organizations
Confidential Employees
Maintenance & Crafts Employees
Non-Sworn
W.C. Police Officers’ Association
W.C. Firefighters’ Management Assoc.
W.C. Firefighters’ Association, I.A.F.F., Local 3226
General Employees
Mid-Management Employees
W.C. Police Management Association
Unrepresented Employee Group
Department Heads
REPORING OUT
With regard to Item No. 2, John Doe v. West Covina on a motion by Councilwoman Diaz and a second by Mayor Pro Tem Cantos voted 3-0 to defend Mayor Lopez-Viado and Milan Mrakich since they were named as defendants in the John Doe case.
ADJOURNMENT
A motion to adjourn the Regular Meeting was made, and the meeting was adjourned at 6:30 p.m.
The next regularly scheduled Regular Closed City Council Meeting will be held on Tuesday, July 7, 2026, at 6:00 p.m. in the Council Chamber, 1444 West Garvey Avenue South, West Covina, California.
Submitted By:
____________________________ ____________________________ Lisa Sherrick , CMC Letty Lopez-Viado
Assistant City Clerk Mayor
D R A F T
CITY OF WEST COVINA
CITY COUNCIL/SUCCESSOR AGENCY
JUNE 16, 2026, 7:00 PM
REGULAR MEETING
CITY HALL COUNCIL CHAMBERS
1444 W. GARVEY AVENUE SOUTH
WEST COVINA, CALIFORNIA 91790
MINUTES
INVOCATION
Led by Pastor Samuel Martinez from Amazing Love Ministries
PLEDGE OF ALLEGIANCE
Led by Councilmember Gutierrez
ROLL CALL
Present: Brian Gutierrez, Council Member; Tony Wu, Councilman; Rosario Diaz, Councilwoman; Ollie Cantos, Mayor Pro Tem; Letty Lopez-Viado, Mayor
REPORTING OUT FROM CLOSED SESSION
With regard to Item No. 2, John Doe v. West Covina on a motion by Councilwoman Diaz and a second by Mayor Pro Tem Cantos voted 3-0 to defend Mayor Lopez-Viado and Milan Mrakich since they were named as defendants in the John Doe case.
Attachment No. 2
PRESENTATIONS
Certificate Recognizing the San Gabriel Valley Senior Softball Team and President Ed Rhoads Taste of West Covina Presentation Recognizing South Hills Academy Taste of West Covina Presentation Recognizing Anna's Pizza
CITY MANAGER'S REPORT
City Manager's report on current City projects.
ORAL COMMUNICATIONS - Three (3) minutes per speaker
John Shewmaker
Speaker A
Mario Moet
AnnaMarie Lopez
AnaMarie Ruiz
Steve Bennett
Sherrie Berillon
Fredrick Sykes
Mario Sobalvarro
Josh Murry
Frank Auckley
Patricia Mendoza
Jesus Gomez
Keila Hernandez
John Rodriguez
Ralph J Beltran
Hollywood
CONSENT CALENDAR
Motion by Councilwoman Rosario Diaz, seconded by Mayor Pro Tem Ollie Cantos Approve Consent Calendar Item No. 1, 2 and 5-9. (Councilmember Gutierrez voted no on Item No. 1 and 5. Item No.3, and 4 were pulled by Councilmember Gutierrez.)
Motion by Councilman Wu and Second by Councilwoman Diaz, 4-1 (No: Gutierrez) to: Approve Consent Calendar Item No. 3. (Item No.3 was pulled by Councilmember Gutierrez) Motion by Councilman Wu and Second by Councilwoman Diaz, 4-1 (No: Gutierrez) to: Approve Consent Calendar Item No. 4. (Item No.4 was pulled by Councilwoman Diaz)
APPROVAL OF MEETING MINUTES
APPROVAL OF MEETING MINUTES
1) CONSIDERATION OF APPROVAL OF THE JUNE 2, 2026, CITY
COUNCIL/SUCCESSOR AGENCY REGULAR SESSION MEETING MINUTES AND THE JUNE 2, 2026, CITY COUNCIL/SUCCESSOR AGENCY CLOSED SESSION MEETING MINUTES.
Motion by Councilwoman Rosario Diaz, seconded by Mayor Pro Tem Ollie Cantos AYES: 4 NOES: Council Member Brian Gutierrez ABSENT: None. Motion:
Carried
ORDINANCES FOR ADOPTION - Procedural Waiver.
2) CONSIDERATION OF ADOPTION OF ORDINANCE NO. 2540 APPROVING CODE AMENDMENT NO. 26-01, AMENDING CHAPTER 26 OF THE WEST COVINA
MUNICIPAL CODE TO ESTABLISH REASONABLE DEVELOPMENT STANDARDS
FOR SUPPORTIVE AND TRANSITIONAL HOUSING, UPDATE THE LAND USE
TABLE REGARDING HOTEL AND MOTEL CONVERSIONS, AND ESTABLISH
CRITERIA FOR THE AUTOMATIC WITHDRAWAL OF INACTIVE OR
INCOMPLETE PLANNING APPLICATIONS
Motion by Councilwoman Rosario Diaz, seconded by Mayor Pro Tem Ollie Cantos AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried
COMMUNITY DEVELOPMENT
3) CONSIDERATION OF A BUDGET AMENDMENT FOR TRANSTECH ENGINEERS Motion by Councilman Tony Wu, seconded by Councilwoman Rosario Diaz AYES: 4 NOES: Council Member Brian Gutierrez ABSENT: None. Motion:
Carried
FINANCE DEPARTMENT
4) CONSIDERATION OF ADOPTING BUDGET AMENDMENT FOR LEGAL SERVICES Motion by Councilman Tony Wu, seconded by Councilwoman Rosario Diaz AYES: 4 NOES: Council Member Brian Gutierrez ABSENT: None. Motion:
Carried
5) CONSIDERATION OF PROPOSITION A EXCHANGE WITH FOOTHILL TRANSIT Motion by Councilwoman Rosario Diaz, seconded by Mayor Pro Tem Ollie Cantos Motion by Councilwoman Rosario Diaz, seconded by Mayor Pro Tem Ollie Cantos AYES: 4 NOES: Council Member Brian Gutierrez ABSENT: None. Motion:
Carried
AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried 6) AUDIT COMMITTEE UPDATE
Motion by Councilwoman Rosario Diaz, seconded by Mayor Pro Tem Ollie Cantos AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried
FIRE DEPARTMENT
7) CONSIDERATION OF AN AGREEMENT WITH ON DUTY HEALTH FOR FIRE
DEPARTMENT WELLNESS PROGRAM
Motion by Councilwoman Rosario Diaz, seconded by Mayor Pro Tem Ollie Cantos AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried
PUBLIC WORKS
8) CONSIDERATION OF NEED TO CONTINUE EMERGENCY REPAIRS AT FIRE STATION 3
Motion by Councilwoman Rosario Diaz, seconded by Mayor Pro Tem Ollie Cantos AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried 9) CONSIDERATION OF BUDGET AMENDMENT FOR FLEET SERVICES OPERATIONS – FLEET VEHICLE REPAIRS AND FUEL EXPENDITURES Motion by Councilwoman Rosario Diaz, seconded by Mayor Pro Tem Ollie Cantos AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried
END OF CONSENT CALENDAR
HEARINGS
PUBLIC HEARINGS
10) CONSIDERATION OF A MITIGATED NEGATIVE DECLARATION, GENERAL 10) CONSIDERATION OF A MITIGATED NEGATIVE DECLARATION, GENERAL
PLAN AMENDMENT, ZONE CHANGE, PRECISE PLAN, TENTATIVE TRACT MAP, AND TREE REMOVAL PERMIT FOR THE DEVELOPMENT OF A 232-UNIT RESIDENTIAL PROJECT LOCATED AT 1501 W. DEL NORTE STREET Public Comments in Favor
James Olvera
Marrio Sobalvarro
Sherrie Berillon
Jerri Potras
Public Comments Neither in Favor nor Opposed
Laura Vieyra
Steve Bennett
Andrea Hernandez
Adriana Padilla
Pete Limon
Ricardo Quintero
Javier Vega
J.D.
Public Comments in Opposition
Elvia Lima Ortiz
Glenn Kennedy
Justin
ACTION: Motion by Councilwoman Diaz and a second by Councilman Wu, 3-2 (No: Gutierrez, Cantos) to adopt Resolution No. 2026-39.
ACTION: Motion by Councilwoman Diaz and a Second by Councilman Wu, 3-2 (No: Gutierrez, Cantos) to adopt Resolution No. 2026-40.
ACTION: Motion by Councilwoman Diaz and a Second by Councilman Wu, 4-1 (No: Gutierrez) to approve Ordinance No 2541.
ACTION: Motion by Councilwoman Diaz and a Second by Councilman Wu, 4-1 (No: Gutierrez) to approve Resolution to 2026-41 with following corrections:
$25,000 for first time home buyers;
$250,000 cap for grading irrigation and sod for the baseball field; Fix typo on Condition of Approval Letter W, moving it from 23 to 19; Removes Conditions of Approval 3–6 except for number 5, only being the sidewalk at their property
11) REPORT ON JOB VACANCIES AND RECRUITMENT AND RETENTION EFFORTS PURSUANT TO ASSEMBLY BILL 2561
Public Comments in Favor
None
Public Comments Neither in Favor nor Opposed
None
Public Comments in Opposition:
None
This item is a receive and file item; no motion or vote is needed.
DEPARTMENTAL REGULAR MATTERS
12) CONSIDERATION OF ANNUAL APPROPRIATIONS LIMIT FOR FISCAL YEAR 2026-2027
Motion by Councilman Tony Wu, seconded by Councilwoman Rosario Diaz AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried 13) CONSIDERATION OF ADOPTING FISCAL YEAR 2026-27 WEST COVINA
COMMUNITY SERVICES FOUNDATION BUDGET
Motion by Councilman Tony Wu, seconded by Mayor Pro Tem Ollie Cantos AYES: 4 NOES: Council Member Brian Gutierrez ABSENT: None. Motion:
Carried
FINANCE DEPARTMENT
14) CONSIDERATION OF ADOPTING FISCAL YEAR 2026-27 OPERATING AND
CAPITAL IMPROVEMENT PROGRAM BUDGET
Motion by Councilman Tony Wu, seconded by Councilwoman Rosario Diaz AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried 15) REVIEW OF COUNCIL’S ALLOWANCE AND COUNCIL EXPENSE AND
REIMBURSEMENT POLICY
This item is a receive and file item; no motion or vote is needed.
MAYOR/COUNCILMEMBERS REPORTS
AB 1234 Conference and Meeting Report (verbal, if any)
None
CITY COUNCIL REQUESTS FOR REPORTS, STUDIES OR INVESTIGATION Mayor Lopez-Viado requested a presentation on Precision Concrete Cutting. There was no objection.
Councilwoman Diaz requested a cap of $10,000 on Council allowance, with any remaining funds being returned to the general fund. There was no objection.
CITY COUNCIL COMMENTS
Councilmember Gutierrez read into the record history on Former Councilmember Lloyd Johnson. There was no objection in adding the statement to the record.
Council members expressed their thoughts on Former Councilmember Lloyd Johnson
ADJOURNMENT
A motion to adjourn the Regular Meeting was made, and the meeting was adjourned at 1:40 a.m. The next regularly scheduled Regular Closed City Council Meeting will be held on Tuesday, July 7, 2026, at 7:00 p.m. in the Council Chamber, 1444 West Garvey Avenue South, West Covina, California.
Submitted By:
____________________________ ____________________________ Lisa Sherrick Letty Lopez-Viado Assistant City Clerk Mayor Attachment No. 3
D R A F T
CITY OF WEST COVINA
CITY COUNCIL/SUCCESSOR AGENCY
JULY 7, 2026, 7:00 PM
REGULAR MEETING - CLOSED SESSION
MANAGEMENT RESOURCE CENTER 3RD FLOOR
1444 W. GARVEY AVENUE SOUTH
WEST COVINA, CALIFORNIA 91790
ROLL CALL
Present: Council Member Brian Gutierrez; Councilman Tony Wu; Councilwoman Rosario Diaz; Mayor Pro Tem Ollie Cantos; Mayor Letty Lopez-Viado
Staff Present: Mikan Mrakich, City Manager; Roxanne Lerma, Assistant City Manager; Niel Mehta, Assistant City Manager; Tom Duarte, City Attorney; Roger Scott, Buchalter; Tom O'Connell, Buchalter; Missy OLin, Manning Kass
*Councilmember Gutierrez recused himself during discussion of items 2 and 3 and was not present during the discussion.
PUBLIC COMMENTS ON ITEMS ON THE AGENDA
None
CLOSED SESSION
Attachment No. 4
CONFERENCE WITH LEGAL COUNSEL - EXISTING LITIGATION - Pursuant to Government Code § 54956.9(d)(1)
Theresa Chavira, et al. v. City of West Covina, et al.(US District Federal Court Central District California Case No. 2:24-cv-08464-SB-PVC)
1. 2. Vincent A. Capelle v. City of West Covina, et all (LA Superior Court Case No. 26STCV06790
3. City of West Covina v. Brian Gutierrez (LA Superior Court Case No 26STCP00678) John Doe v. City of West Covina, et al, (United States District Court for the Central District of California Case No. 2:26-cv-03659-MEMF-MBK
4. CONFERENCE WITH LABOR NEGOTIATORS
Pursuant to Government Code § 54957.6
City Negotiators: Mrakich, Duarte
Employee Organizations
Confidential Employees
Maintenance & Crafts Employees
Non-Sworn
W.C. Police Officers’ Association
W.C. Firefighters’ Management Assoc.
W.C. Firefighters’ Association, I.A.F.F., Local 3226
General Employees
Mid-Management Employees
W.C. Police Management Association
Unrepresented Employee Group
Department Heads
REPORTING OUT
None
ADJOURNMENT
A motion to adjourn the Regular Closed Meeting was made by Mayor Letty Lopez-Viado, and the meeting was adjourned at 7:00 p.m. The next regularly scheduled Regular Closed City Council Meeting will be held on Tuesday, July 21, 2026, at 6:00 p.m. in the Management Resource Center 3rd Floor, 1444 West Garvey Avenue South, West Covina, California.
Submitted By:
____________________________ ____________________________ Lisa Sherrick , CMC Letty Lopez-Viado Assistant City Clerk Mayor
D R A F T
CITY OF WEST COVINA
CITY COUNCIL/SUCCESSOR AGENCY
JULY 7, 2026, 7:00 PM
REGULAR MEETING
CITY HALL COUNCIL CHAMBERS
1444 W. GARVEY AVENUE SOUTH
WEST COVINA, CALIFORNIA 91790
MINUTES
INVOCATION
Led by Pastor Mason Okubo from Immanuel First Lutheran Church
PLEDGE OF ALLEGIANCE
Led by Councilwoman Diaz
ROLL CALL
Present: Brian Gutierrez, Council Member; Tony Wu, Councilman; Rosario Diaz, Councilwoman; Ollie Cantos, Mayor Pro Tem; Letty Lopez-Viado, Mayor
REPORTING OUT FROM CLOSED SESSION
None
PRESENTATIONS
Attachment No. 5
PRESENTATIONS
Proclamation Celebrating Parks Make Life Better
Taste of West Covina Presentation Mizuri Tea
Taste of West Covina Presentation Wallace Chicken
Property Tax Relief for Small Businesses
CITY MANAGER'S REPORT
City Manager's report on current City projects.
ORAL COMMUNICATIONS - Three (3) minutes per speaker
John Rodriguez
Carlos
Steve Bennett
John Shewmaker
Armando Sanchez
Hector Galan
David Holguin
Mario Sobalvarro
Dana Sykes
AnnaMaria Lope
John Murry
Henrick Macalintal
Lee
Leslie
JD
Justin Harvey
Rene P
Andrew Gibbs
Miss Nikki
CONSENT CALENDAR
Motion by Councilwoman Rosario Diaz, seconded by Councilman Tony Wu Approve Consent Calendar Items No. 1 - 7 (Councilmember Gutierrez voted no on Item No. 1) AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried ORDINANCES FOR ADOPTION - Procedural Waiver. Waive full reading of each ordinance on the agenda and authorize the approval of each ordinance by title only. 1) CONSIDERATION OF ADOPTION OF ORDINANCE NO. 2541 APPROVING ZONE 1) CONSIDERATION OF ADOPTION OF ORDINANCE NO. 2541 APPROVING ZONE CHANGE NO. 25-01 TO CHANGE THE ZONING FROM SINGLE FAMILY RESIDENTIAL (R-1) TO SPECIFIC PLAN NO. 33 (DEL NORTE SPECIFIC PLAN) AND OPEN SPACE (O-S) FOR THE PROPERTY LOCATED AT 1501 W. DEL NORTE STREET
Motion by Councilwoman Rosario Diaz, seconded by Councilman Tony Wu AYES: 4 NOES: Council Member Brian Gutierrez ABSENT: None. Motion:
Carried
CITY MANAGER'S OFFICE
2) CONSIDERATION OF AMENDMENTS TO FY 2025-2026 AND FY 2026-2027 BUDGETS Motion by Councilwoman Rosario Diaz, seconded by Councilman Tony Wu AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried 3) CONSIDERATION OF A RESOLUTION OF INTENTION TO LEVY AN ASSESSMENT
FOR THE WEST COVINA AUTO PLAZA BUSINESS IMPROVEMENT DISTRICT FOR FISCAL YEAR 2026-27
Motion by Councilwoman Rosario Diaz, seconded by Councilman Tony Wu AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried
COMMUNITY DEVELOPMENT
4) CONSIDERATION OF RENEWAL OF LANDSCAPE MAINTENANCE DISTRICTS 4, 6, AND 7 - ORDERING AND APPROVAL OF THE PRELIMINARY CONSOLIDATED
ENGINEER'S REPORT AND ADOPTION OF RESOLUTIONS OF INTENTION TO LEVY ASSESSMENTS IN THE DISTRICTS FOR FISCAL YEAR 2026-27 Motion by Councilwoman Rosario Diaz, seconded by Councilman Tony Wu AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried 5) CONSIDERATION OF RESOLUTION DECLARING INTENT TO COLLECT
CITYWIDE SEWER SERVICE CHARGE ON COUNTY TAX ROLL FOR FISCAL YEAR 2026-27
6) CONSIDERATION OF RENEWAL OF THE CITYWIDE LIGHTING AND
MAINTENANCE DISTRICT - ORDERING AND APPROVAL OF THE ENGINEER'S
REPORT, PRELIMINARY APPROVAL OF THE ENGINEER'S REPORT, AND
ADOPTION OF RESOLUTION OF INTENTION TO LEVY ASSESSMENTS IN THE DISTRICT FOR FISCAL YEAR 2026-27
Motion by Councilwoman Rosario Diaz, seconded by Councilman Tony Wu AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried
PUBLIC WORKS
7) CONSIDERATION OF NEED TO CONTINUE EMERGENCY REPAIRS AT FIRE STATION 3
Motion by Councilwoman Rosario Diaz, seconded by Councilman Tony Wu AYES: Unanimous. NOES: None. ABSENT: None. Motion: Carried
END OF CONSENT CALENDAR
DEPARTMENTAL REGULAR MATTERS
COMMUNITY DEVELOPMENT
8) STATUS OF THE UPDATE TO STREET SWEEPING PROGRAM IMPLEMENTATION This item is a receive and file, no motion or vote was recorded.
MAYOR/COUNCILMEMBERS REPORTS
None
CITY COUNCIL REQUESTS FOR REPORTS, STUDIES OR INVESTIGATION (Per City of West Covina Standing Rules 4.f - Requests for reports, studies, or investigations that are not readily available must be placed on the City Council/Successor Agency agenda as items of business and must be approved by a majority of the City Council/Successor Agency Board.) Mayor Lopez-Viado- requested that the representative from the Library speak first during Oral Communication- No Objection
Mayor Pro Tem Cantos — Requested an agendaize an official policy that moving forward with decisions relating to street sweeping implementation that we set the policy of not removing the permit arrangements that have already been petitioned by different residents throughout different parts of the City. Second my Gutierrez - no objection Revert to the street sweeping schedule that was in existing prior to 2025. Second by Councilmember Gutierrez
Mayor Pro Tem Cantos requested that the street sweeping contract be reverted back to 2025. Second by Councilmember Gutierrez - 2-3 Motion failed.
Councilwoman Diaz requested an amendment to the Nationwide contract with different time zones/street sweeping schedules (day and times), to clarify what other cities are doing, and taking into account where there is already permit parking. Second by Councilman Wu — there was no objection.
Councilman Gutierrez - Requested to suspend parking enforcement at this time and increase outreach - There was no second.
CITY COUNCIL COMMENTS
Councilman Cantos — Congratulated DMV West Covina for donation registrations.
Councilwoman Diaz — Thanked staff for a fabulous 4th of July celebration.
Councilwoman Diaz - Mentioned that she is a member at Sunday Car wash and on Sunday they have a food truck.
Councilman Wu Thanked staff and the residents for a great event on the 4th of July and gave condolences to the community member that was injured by a stray bullet.
Councilmember Gutierrez - thanked staff for going above and beyond for the celebration of the 4th of July.
Mayor Pro Tem Cantos - Asked the Fire team to improve the dissemination of announcements when there is a fire in the area.
Mayor Lopez-Viado - Stated that staff made the Council proud; the event was smooth, and she was able to engage with residents.
ADJOURNMENT
A motion to adjourn the Regular Closed Meeting was made by Mayor Letty Lopez-Viado, and the meeting was adjourned at 11:15 p.m. The next regularly scheduled Regular Closed City Council Meeting will be held on Tuesday, July 21, 2026, at 6:00 p.m. in the Council Chambers 1st Floor, 1444 West Garvey Avenue South, West Covina, California.
Submitted By:
____________________________ ____________________________ Lisa Sherrick Letty Lopez-Viado
Assistant City Clerk Mayor
AGENDA ITEM NO. 2
AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: July 21, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: CONSIDERATION OF FISCAL YEAR 2026-27 ASSESSMENT RATE FOR WEST COVINA LANDSCAPE MAINTENANCE DISTRICT NOS. 1 AND 2
RECOMMENDATION:
It is recommended that the City Council adopt the following resolutions:
RESOLUTION NO. 2026-58 – A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA SETTING THE ASSESSMENT RATE FOR WEST COVINA LANDSCAPE MAINTENANCE DISTRICT NO. 1 FOR THE FISCAL YEAR BEGINNING JULY 1, 2026
RESOLUTION NO. 2026-59 – A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA SETTING THE ASSESSMENT RATE FOR WEST COVINA LANDSCAPE MAINTENANCE DISTRICT NO. 2 FOR THE FISCAL YEAR BEGINNING JULY 1, 2026
BACKGROUND:
Landscape Maintenance District No. 1 (“LMD1”) and Landscape Maintenance District No. 2 (“LMD2”) (collectively referred to as “Districts”) were formed in 1970, as a planned community development known as Woodside Village that began with “clustered” housing units on smaller lots and numerous open space areas. This combination of small lots and open space areas were developed to provide more cost-effective housing and create a park-like setting. In order to pay for maintenance of the open space areas, the Districts were formed as ad valorem (Latin word for “according to value”) assessment districts pursuant to the Municipal Improvement Act of 1911. LMD1 is located south of Amar Road, east of Azusa Avenue, between Temple Avenue and Shadow Oak Drive and consists of 872 properties (Attachment No. 4). LMD2 is located north of Amar Road, between Lark Ellen Avenue and Azusa Avenue and consists of 787 properties (Attachment No. 5).
The assessments within an ad valorem district are based on property value rather than benefit as in other districts, which were formed pursuant to the Landscaping and Lighting Act of 1972. In 1972, Proposition 92 capped the assessment rates for ad valorem districts at their 1972 rate, which for LMD1 was 18.75 cents per 100 dollars of assessed value.
In July 2021, Governor Newsom signed Senate Bill (SB) 431 that allowed the City of West Covina to access existing funds in the Districts. It expanded the Districts’ eligible uses of its funds that the Municipal Improvement Act of 1911 restricted, allowing those funds to be used pursuant to the Landscaping and Lighting Act of 1972.
DISCUSSION:
Rates
For FY 2026-27, the LMD1 assessment rate is proposed to be maintained at the current rate of $0.1188 per 100 dollars of assessed property value. At this rate, the annual assessment for a home and property valued at $400,000 would be $475.20. The total projected revenue is $836,900 including $96,900 in interest, which will continue to fund the current maintenance. Attachment No. 3 shows the history of assessment rates in this district for the last 15 years.
There have been no increases in assessment rates over the last fifteen years. The LMD2 assessment rate is proposed to be maintained at the current rate of $0.0660 per 100 dollars of assessed value. At this rate, the annual assessment for a home and property valued at $400,000 would be $264.00. The total projected revenue is $363,200 including $26,600 in interest, which will continue to fund the current maintenance activities. Attachment No. 3 shows the history of assessment rates in this district for the last 15 years. There have been no increases in assessment rates over the last eight years.
Maintenance
LMD1 contains landscaped hillside slopes vegetated with plants, shrubbery, and trees. The current scope of work for the operations, maintenance, and care of these areas includes fire clearing along the entire slope and irrigation maintenance and repairs.
LMD2 contains lighted paseos landscaped hillside slopes vegetated with plants, shrubbery, and trees.
The current scope of work for the operations, maintenance, and care of these areas includes continued fire clearing along the entire slope, and irrigation maintenance and repairs, modification of the paseo lighting to LED for energy cost savings, repair and replacement of light standards, hardscape repair and replacement of off-grade, cracked and broken areas, tree trimming of the hillside trees on a trimming cycle, and landscape maintenance including trash removal and clearing of the hillside plants and shrubbery.
In FY 2023-24, the City entered into a new landscaping contract that increased the scope of services to include the entire hillside that will be trimmed to a maximum of 4 feet in height. The previous contract scope only addressed 4 feet from the sidewalk or property line. This work continued through FY 2025-26 and will be maintained for FY 2026-27.
If determined that rates are to be increased in the future, it would require a vote by the affected property owners. Pending completion of further analysis, this report recommends that assessment rates be maintained at their current levels for FY 2026-27.
LEGAL REVIEW:
The City Attorney's Office did not review this staff report.
OPTIONS:
The City Council has the following options:
1.Approve staff's recommendation; or
2.Reduce the assessment rates; LMD1 and LMD2's reserves will be depleted at a faster pace requiring the City's General Fund to subsidize the district; or
3.Provide alternative direction.
ENVIRONMENTAL REVIEW:
This item is statutorily exempt from the provisions of the California Environmental Quality Act (“CEQA”) pursuant to Section 15273 (Rates, Tolls, Fares, and Charges) and generally exempt from CEQA pursuant to Section15061 (b) (3) of the CEQA Guidelines in that it consists of the continuing maintenance and operations of landscaping and irrigation within the districts, which does not have the potential for causing a significant effect on the environment.
Prepared by: Robert Ortega Cip Project Manager
Fiscal Impact
FISCAL IMPACT:
For FY 2026-27, the LMD1 assessment rate is proposed to be maintained at the current rate of 11.88 cents per 100 dollars of assessed value. The projected income from the recommended rates is $740,000.
The LMD2 assessment rate is proposed to be maintained at the current rate of 6.60 cents per 100 dollars of assessed value. The projected income from the recommended rate is $336,300.
Furthermore, a portion of LMD2 overlaid by Landscape Maintenance District No. 4 (LMD4). LMD4 benefit assessment district was formed in 1975 to encompass the previously remaining undeveloped areas of the Woodside Village planned community development. As a result, a portion of the assessment collected from LMD2 is reimbursed to LMD4. In turn, this benefit assessment within the overlaid portion of LMD4 is reduced proportionately to reflect this reimbursement. For FY 2026-27, the reimbursement is $9,000 to reflect the appropriate share of the actual assessment collections. LMD4 rates will be adopted by the City Council separately.
Attachments
Attachment No. 1 - Resolution No. 2026-58
Attachment No. 2 - Resolution No. 2026-59
Attachment No.3 - 15-year Rate History
Attachment No.4 - LMD 1 Map
Attachment No.5 - LMD 2 Map
Attachment No.6 - LMD 1 Financial Report
Attachment No.7 - LMD 2 Financial Report
Attachment No.8 - LMD 1, 10-year Projection
Attachment No.9 - LMD 2, 10-year Projection
CITY COUNCIL GOALS & OBJECTIVES: Achieve Fiscal Sustainability and Financial Stability A Well-Planned Community
Enhance City Image and Effectiveness
RESOLUTION NO. 2026-58
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA, SETTING THE
ASSESSMENT RATE FOR WEST COVINA LANDSCAPE
MAINTENANCE DISTRICT NO. 1 FOR FISCAL YEAR
BEGINNING JULY 1, 2026
THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. As applicable, the assessment levied on the real property is exempt from the application of Article XIII A, Section 1 (A) and Article XIII C of the Constitution of the State of California and is levied for the benefit of the residents of the City of West Covina Landscape Maintenance District No. 1 (“LMD 1”).
SECTION 2. The amount of funds necessary to be raised by the assessment, upon the assessable property within LMD1, for the current Fiscal Year beginning July 1, 2026, is hereby fixed as follows:
For the cost of maintaining and operating the open space, improvements, and facilities thereon within the LMD1 in the amount of $566,861.
SECTION 3. For the purpose of raising the funding necessary to be raised by the assessment upon the assessable property within LMD 1, as revenue to maintain and operate the open space, improvements and facilities within the LMD 1, the rate is hereby fixed and the assessment is hereby set on all assessable real property in the LMD 1 for the Fiscal Year beginning July 1, 2026, at the rate of 0.1188 cents upon 100 dollars of assessed value of said assessable real property as assessed by the County Assessor and equalized by the Assessment Appeals Board of the County of Los Angeles and with respect to certain property as assessed by the State Board of Equalization and equalized by said Board as follows:
Estimated Assessed Value of Land within Entire District $622,895,623 Benefit Assessment Rate $0.1188 per one hundred dollars No separate tax is being levied upon the assessable property within any zone in LMD1 for the Fiscal year beginning July 1, 2026, and no funds are being raised to finance special services within LMD 1.
SECTION 4. The City Council finds that the levy and collection of these assessments is statutorily exempt from the California Environmental Quality Act under § ATTACHMENT NO. 1
15273 of the Guidelines. In addition, the capital improvements proposed for LMD 1 are of minor nature and, therefore, categorically exempt from the requirements for environmental compliance.
APPROVED AND ADOPTED this 21st day of July, 2026.
Letty Lopez-Viado
Mayor
APPROVED AS TO FORM ATTEST
Thomas P. Duarte Lisa Sherrick, CMC
City Attorney Assistant City Clerk
I, LISA SHERRICK, CMC, ASSISTANT CITY CLERK of the City of West Covina, California do hereby certify that the foregoing Resolution No. 2026-58 was duly adopted by the City Council of the City of West Covina, California, at their regular meeting thereof held on the 21st day of July, 2026, by the following vote of the City Council:
AYES:
NOES:
ABSENT:
ABSTAIN:
Lisa Sherrick, CMC
Assistant City Clerk
RESOLUTION NO. 2026-59
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA, SETTING THE
ASSESSMENT RATE FOR WEST COVINA LANDSCAPE
MAINTENANCE DISTRICT NO. 2 FOR FISCAL YEAR
BEGINNING JULY 1, 2026
THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. As applicable, the assessment levied on the real property is exempt from the application of Article XIII A, Section 1 (A) and Article XIII C of the Constitution of the State of California and is levied for the benefit of the residents of the City of West Covina Landscape Maintenance District No. 2 (“LMD 2”).
SECTION 2. The amount of funds necessary to be raised by the assessment, upon the assessable property within LMD 2, for the current Fiscal Year beginning July 1, 2026, is hereby fixed as follows:
For the cost of maintaining and operating the open space, improvements, and facilities thereon within the LMD 2 in the amount of $33,346.
SECTION 3. For the purpose of raising the funding necessary to be raised by the assessment upon the assessable property within LMD 2, as revenue to maintain and operate the open space, improvements and facilities within the LMD 2, the rate is hereby fixed and the assessment is hereby set on all assessable real property in the LMD 2 for the Fiscal Year beginning July 1, 2026, at the rate of $0.0660 upon 100 dollars of assessed value of said assessable real property as assessed by the County Assessor and equalized by the Assessment Appeals Board of the County of Los Angeles and with respect to certain property as assessed by the State Board of Equalization and equalized by said Board as follows:
Estimated Assessed Value of Land within Entire District $509,545,455 Benefit Assessment Rate $0.0660 per hundred
dollars
No separate tax is being levied upon the assessable property within LMD 2 for the Fiscal Year beginning July 1, 2026, and no funds are being raised to finance special services within LMD2.
SECTION 4. The City Council finds that the levy and collection of these assessments is statutorily exempt from the California Environmental Quality Act under § ATTACHMENT NO. 2
15273 of the Guidelines. In addition, the capital improvements proposed for LMD 2 are of minor nature and, therefore, categorically exempt from the requirements for environmental compliance.
APPROVED AND ADOPTED this 21st day of July, 2026.
Letty Lopez-Viado
Mayor
APPROVED AS TO FORM ATTEST
Thomas P. Duarte Lisa Sherrick, CMC
City Attorney Assistant City Clerk
I, LISA SHERRICK, CMC, ASSISTANT CITY CLERK of the City of West Covina, California do hereby certify that the foregoing Resolution No. 2026-59 was duly adopted by the City Council of the City of West Covina, California, at their regular meeting thereof held on the 21st day of July, 2026, by the following vote of the City Council:
AYES:
NOES:
ABSENT:
ABSTAIN:
Lisa Sherrick, CMC
Assistant City Clerk
West Covina
Landscape Maintenance District No. 1 and No. 2
15 Year Rate History
LMD 1 LMD 2
Fiscal Year
Rate per $100 of
Assessed Value
Assessments for
Assessed Value
of $400,000
Rate per $100 of
Assessed Value
Assessments for
Assessed Value
of $400,000
Proposed 2026-27 $0.1188 $475.20 $0.0660 $264.00
2025-26 $0.1188 $475.20 $0.0660 $264.00
2024-25 $0.1188 $475.20 $0.0660 $264.00
2023-24 $0.1188 $475.20 $0.0660 $264.00
2022-23 $0.1188 $475.20 $0.0660 $264.00
2021-22 $0.1188 $475.20 $0.0660 $264.00
2020-21 $0.1188 $475.20 $0.0660 $264.00
2019-20 $0.1188 $475.20 $0.0660 $264.00
2018-19 $0.1188 $475.20 $0.0660 $264.00
2017-18 $0.1188 $475.20 $0.0660 $264.00
2016-17 $0.1188 $475.20 $0.0660 $264.00
2015-16 $0.1188 $475.20 $0.0660 $264.00
2014-15 $0.1188 $475.20 $0.0660 $264.00
2013-14 $0.1188 $475.20 $0.0660 $264.00
2012-13 $0.1188 $475.20 $0.0660 $264.00
ATTACHMENT NO.3
Landscape Maintenance
District 1
Legend
City of West Covina Boundary
Maintenance District 1
Park
Open Space
Parcels
575 287.5 0 575 Feet
¯
ATTACHMENT NO.4
Landscape Maintenance
District 2
Legend
City of West Covina Boundary
Maintenance District 2
Parks
Open Space
Parcels
300 150
¯
0 300 Feet
ATTACHMENT NO.5
City of West Covina
Landscape Maintenance District No. 1
Fiscal Year 2026-27
Financial Report
Estimated Costs for Landscape Maintenance
Beginning Fund Balances $4,735,476
Revenues
Estimated Assessment Income $740,000
Interest $96,900
Total Projected Revenues $836,900
Expenditures
Direct Costs
Personnel Services $72,943
Maintenance Contracts $283,238
Utilities $42,900
Maintenance Supplies $8,000
Property & Liability Insurance $46,960
Capital Improvement Project $0
Total Direct Costs $454,041
Administrative Costs
Levy Admin & Professional Services $5,300
City Overhead & Administration $107,520
Total Administrative Costs $112,820
Total Expenditures $566,861
Ending Fund Balance (estimated) $5,005,515
ATTACHMENT NO.6
this is from 10 year projection, should it be from City budget? Last Year's amount was from the projection
Row Labels Sum of PropBudg
EXPENDITURES $566,860.53
Administrative Costs $107,520.00
Maintenance Contracts $283,238.00
Maintenance Supplies $8,000.00
Personnel Services $72,942.53
Property & Liability Insurance $46,960.00
Utilities $42,900.00
Professional Services $5,300.00
REVENUE $836,900.00
PROPERTY TAX - CY SECURED $740,000.00
INTEREST INCOME $96,900.00
Grand Total $1,403,760.53
City of West Covina
Landscape Maintenance District No. 2
Fiscal Year 2026-27
Financial Report
Estimated Costs for Landscape Maintenance
Beginning Fund Balances $1,449,577
Revenues
Assessments $336,300
Interest $26,600
Total Projected Revenues $362,900
Expenditures
Direct Costs
Personnel Services $44,560
Maintenance Contracts $236,596
Utilities $3,400
Maintenance Supplies $0
Property & Liability Insurance $53,760
Total Direct Costs $338,316
Administrative Costs
Levy Admin & Professional Services $5,300
City Overhead & Administration $19,730
Total Administrative Costs $25,030
Total Expenditures $363,346
Ending Fund Balance (estimated) $1,449,131
ATTACHMENT NO.7
Assessed Value
$509,545,454.55
Row Labels
EXPENDITURES
City Overhead & Administration
Maintenance Contracts
Personnel Services
Professional Services
Property & Liability Insurance
Utilities
REVENUE
INTEREST INCOME
PROPERTY TAX - CY SECURED
Grand Total
Sum of PropBudg
$363,346.04
$19,730.00
$236,596.00
$44,560.04
$5,300.00
$53,760.00
$3,400.00
$363,200.00
$26,600.00
$336,600.00
$726,546.04
Percent Increase 1% 1% 1% 1% 1% 1% 1% 1% 1% 1%
Fiscal Year 25-26(1) 26-27 27-28 28-29 29-30 30-31 31-32 32-33 33-34 34-35 Assessment Income $692,700 $699,627 $706,623 $713,690 $720,826 $728,035 $735,315 $742,668 $750,095 $757,596 Interest (1) $8,602 $8,381 $8,270 $8,119 $7,926 $7,688 $7,403 $7,071 $6,687 $6,251 Total Revenues $701,302 $708,008 $714,894 $721,809 $728,752 $735,722 $742,718 $749,739 $756,782 $763,846 Prior Year Balance $4,301,120 $4,190,404 $4,135,156 $4,059,622 $3,962,864 $3,843,908 $3,701,744 $3,535,323 $3,343,558 $3,125,318 Total Funding $5,002,422 $4,898,412 $4,850,050 $4,781,431 $4,691,616 $4,579,630 $4,444,463 $4,285,062 $4,100,340 $3,889,164 Operating Exp. (2) $737,018 $763,256 $790,428 $818,567 $847,708 $877,886 $909,139 $941,504 $975,022 $1,009,733 CIP $75,000 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total Cost $812,018 $763,256 $790,428 $818,567 $847,708 $877,886 $909,139 $941,504 $975,022 $1,009,733 Ending Balance $4,190,404 $4,135,156 $4,059,622 $3,962,864 $3,843,908 $3,701,744 $3,535,323 $3,343,558 $3,125,318 $2,879,431 Rate per $100 of Assessed Value $0.1188 $0.1188 $0.1188 $0.1188 $0.1188 $0.1188 $0.1188 $0.1188 $0.1188 $0.1188 Assessments for Assessed Value of $400,000 $475.20 $475.20 $475.20 $475.20 $475.20 $475.20 $475.20 $475.20 $475.20 $475.20 (1)Interest is 0.4% of one-half of the previous year ending balance. (2) 3.56% increase in maintenance cost each year due to inflation (average CPI 2023 to 2025) West Covina Lighting and Maintenance District No. 1
10 Year Fiscal Projection
ATTACHMENT NO.8
Percent Increase 1% 1% 1% 1% 1% 1% 1% 1% 1% 1%
Fiscal Year 25-26(1) 26-27 27-28 28-29 29-30 30-31 31-32 32-33 33-34 34-35 Assessment Income $254,500 $257,045 $259,615 $262,212 $264,834 $267,482 $270,157 $272,858 $275,587 $278,343 Interest (1) $1,824 $1,362 $869 $345 $0 $0 $0 $0 $0 $0
Total Revenues $256,324 $258,407 $260,485 $262,556 $264,834 $267,482 $270,157 $272,858 $275,587 $278,343 Prior Year Balance $912,185 $681,029 $434,602 $172,280 $0 $0 $0 $0 $0 $0 Total Funding $1,168,509 $939,436 $695,087 $434,837 $264,834 $267,482 $270,157 $272,858 $275,587 $278,343 Operating Exp. (2) $487,480 $504,834 $522,806 $541,418 $560,693 $580,653 $601,325 $622,732 $644,901 $667,860 CIP $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Total Cost $487,480 $504,834 $522,806 $541,418 $560,693 $580,653 $601,325 $622,732 $644,901 $667,860 Ending Balance/(Funding Shortfall) $681,029 $434,602 $172,280 ($106,582) ($295,859) ($313,171) ($331,168) ($349,873) ($369,314) ($389,517) Rate per $100 of Assessed Value $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 $0.0660 Assessments for Assessed Value of $400,000 $264.00 $264.00 $264.00 $264.00 $264.00 $264.00 $264.00 $264.00 $264.00 $264.00 (1)Interest is 0.4% of one-half of the previous year ending balance. (2) 3.56% increase in maintenance cost each year due to inflation (average CPI 2023 to 2025) West Covina Lighting and Maintenance District No. 2
10 Year Fiscal Projection
ATTACHMENT NO.9
AGENDA ITEM NO. 3
AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: July 21, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: CONSIDERATION OF ADOPTING BUDGET AMENDMENT FOR LEGAL SERVICES RECOMMENDATION:
It is recommended that the City Council adopt the following resolution:
RESOLUTION NO. 2026-87– A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2025 AND ENDING JUNE 30, 2026 (LEGAL SERVICES) BACKGROUND:
On June 17, 2025, City Council adopted a budget for Fiscal Year 2025-26.
On September 16, 2025, City Council approved special counsel Buchalter, Gemelli Employment Law, and Plante & Moran to assist with City Council investigations.
On December 16, 2025, City Council approved the additional appropriations (Budget Amendment BA 2026-13) for legal fees in the amount of $500,000.
On June 16, 2026, City Council approved the additional appropriations (Budget Amendment BA 2026-24) for legal fees in the amount of $606,800.
DISCUSSION:
This year, legal costs have been substantially higher than in prior years. See below for the summary of estimated legal expenses by activity (Table 1) and firm (Table 2).
Activity Estimate
General $335,415
Labor and Employment $247,668
Litigation/Council
Investigation $750,031
Litigation $484,613
Table 1 - Legal Services by Activity
Retainer (City Attorney) $507,249
Total Estimate $2,324,976
Firm Estimate
Buchalter A Professional
Corporation $1,230,294
Jones & Mayer - Retainer $507,249
Jones & Mayer - Non Retainer $245,243
Liebert Cassidy Whitmore $223,507
Gemelli Employment Law $63,747
JL Group LLC $22,751
Plante & Moran, PLLC $17,500
Cole Hubber LLP $13,255
Nancy K Bohl Inc $1,430
Total Estimate $2,324,976
Table 2 - Legal Services by Firm
Due to ongoing legal cases, investigations, and related professional services, actual costs are anticipated to exceed budget appropriation. Staff is requesting an additional $348,410 to cover outstanding invoices for legal, investigative, forensic analysis, personnel reviews, and other consulting services associated with these matters.
Staff is also requesting an increase to Human Resources legal services budget from $172,000 to $247,670, representing an additional appropriation of $75,670. This increase will provide funding for personnel-related matters, ADA, and labor negotiations.
Combined, these budget adjustments total $424,080 and will ensure sufficient funding is available to maintain continuity of legal counsel, investigative support, and related professional services through the remainder of the fiscal year.
Total legal services for FY 2025-26 are projected to exceed $2.3 million, compared to $1.1 million in the prior fiscal year. The increase is primarily attributable to ongoing litigation and related legal matters that require continued legal representation and professional support through the end of the fiscal year.
LEGAL REVIEW:
The City Attorney’s Office has reviewed the resolution and approved it as to form.
OPTIONS:
The City Council has the following options:
1. Approve staff’s recommendation; or
2. Provide alternative direction.
Prepared by: Karen Ogawa, Finance Director
Additional Approval: Roxanne E. Lerma, Assistant City Manager Fiscal Impact
FISCAL IMPACT:
Approval of the proposed budget amendment for Fiscal Year 2025-26 will be funded through available General Fund reserves. The proposed budget amendment will require the following funding:
ACCOUNT ACCOUNT NUMBER AMOUNT REQUESTED FUND
Legal Services 110.501.11.04.00.00.61.61110. $125,000 General Fund (110) Legal Services 110.501.14.08.00.00.61.61110. $75,670 General Fund (110) Litigation 110.501.11.04.00.00.61.61130. $223,410 General Fund (110) Total $424,080
Attachments
Attachment No. 1 - Resolution 2026-87
CITY COUNCIL GOALS & OBJECTIVES: Achieve Fiscal Sustainability and Financial Stability Enhance City Image and Effectiveness
ATTACHMENT NO. 1
RESOLUTION NO. 2026-87
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA, ADOPTING A BUDGET
AMENDMENT FOR THE FISCAL YEAR COMMENCING
JULY 1, 2025 AND ENDING JUNE 30, 2026 (LEGAL
SERVICES)
The City Council of the City of West Covina hereby finds and declares as follows:
WHEREAS, on June 3, 2025, the Acting City Manager presented to the City Council a proposed budget for Fiscal Year 2025-26 in compliance with Section 2-151(m) of the West Covina Municipal Code; and
WHEREAS, the City held meetings and community workshops and conducted an online budget survey in order to solicit input from the public regarding the proposed budget; and
WHEREAS, on June 17, 2025, the City Council adopted a budget for Fiscal Year 2025-26; and
WHEREAS, amendments must periodically be made to the budget to conform to changed circumstances following adoption of the budget.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City Council hereby approves Budget Amendment No. 2026-28, attached hereto as Exhibit A, for Fiscal Year 2025-26.
SECTION 2. The City Clerk shall certify to the adoption of this resolution and shall enter the same in the book of original resolutions and it shall become effective immediately.
APPROVED AND ADOPTED this 21st day of July, 2026.
Letty Lopez-Viado
Mayor
APPROVED AS TO FORM ATTEST
Thomas P. Duarte Lisa Sherrick, CMC
City Attorney Assistant City Clerk
I, LISA SHERRICK, CMC, ASSISTANT CITY CLERK of the City of West Covina, California, do hereby certify that the foregoing Resolution No. 2026-87 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 21st day of July, 2026, by the following vote of the City Council:
AYES:
NOES:
ABSENT:
ABSTAIN:
Lisa Sherrick, CMC
Assistant City Clerk
Exhibit A
City of West Covina
Fiscal Year 2025-26
Budget Amendment No. 2026-28
Fund No. - Name
Current
Budget
Proposed
Amendment
Amended
Budget
Fund 110 – General Fund
Revenue 98,039,328 0 98,039,328
Expenditures 101,804,090 424,080 102,228,170
Net Change in Fund Balance (3,764,762) 424,080 (4,188,842) REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 424,080
AGENDA ITEM NO. 4
AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: July 21, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: CONSIDERATION OF AGREEMENTS FOR FIRE DEPARTMENT FLEET
MAINTENANCE AND REPAIR SERVICES
RECOMMENDATION:
It is recommended that the City Council take the following actions:
Award Request for Proposals No. 2026-15 for Fire Department Fleet Maintenance and Repair Services to Performance Truck Repair, Inc., ReNewell Fleet Service, LLC, and Fleetworks, Inc.; and
1. Authorize the City Manager to negotiate and execute agreements with Performance Truck Repair, Inc., ReNewell Fleet Service, LLC, and Fleetworks, Inc. for a five-year term commencing August 1, 2026 and ending July 31, 2031, in such final form as approved by the City Attorney; and
2. 3. Authorize the City Manager to negotiate and execute any amendments to the agreements.
BACKGROUND:
The West Covina Fire Department serves the community by providing fire and life safety protection services, responding to incidents such as medical emergencies, structural fires, public assistance, hazardous conditions, and mutual aid calls from five strategically located fire stations. Emergency operations are conducted twenty-four (24) hours a day, seven (7) days a week, three hundred sixty-five (365) days a year, making the reliability and readiness of the department's apparatus critical to maintaining public safety.
A comprehensive inspection and preventative maintenance program is an essential component of fleet management. Regular maintenance reduces operating and repair costs, minimizes the time out of service, and extends equipment life. Due to the specialized nature of fire apparatus, repairs and maintenance must be performed by certified fire apparatus mechanics with the appropriate certifications, training and experience. The Fire Department fleet consists of eight Type I fire engines, one Type III fire engine, two tillered quints, eight ambulances, and two support vehicles. The Fire Department fleet apparatuses require routine inspections, preventive maintenance, diagnostics, repairs, and replacement of components to maintain operational readiness and ensure uninterrupted emergency response capabilities.
DISCUSSION:
On April 28, 2026, the City released Request for Proposals (RFP) No. 2026-15 for Fire Department On April 28, 2026, the City released Request for Proposals (RFP) No. 2026-15 for Fire Department Fleet Maintenance and Repair Services through PlanetBids. The RFP sought qualified vendors capable of providing maintenance and repair services for the City's fire apparatus to ensure continued reliability, safety, and operational readiness of the Fire Department fleet.
By the proposal submission deadline, the City received four (4) responsive proposals. A review panel consisting of Fire Department staff evaluated each proposal based on the criteria established in the RFP. The evaluation process considered the completeness of the proposal, the proposer's relevant experience and qualifications, capacity to perform the required services, and proposed cost. Using the following criteria, the maximum available score was 100 points:
Criteria: Maximum Points:
Completeness of Proposal 15 points
Relevant Experience and Qualifications of
Proposer 30 points
Capacity to Perform 30 points
Proposed Cost 25 points
Total Score 100
Following the evaluation process, the proposals were ranked as follows:
Rank: Vendor: Average Score:
1 Performance Truck Repair, Inc. 97
2 ReNewell Fleet Service, LLC 78
3 Fleetworks, Inc. 63
4 Diamond Star Commercial Vehicles 28
Performance Truck Repair, Inc. received the highest overall score, demonstrating extensive experience servicing emergency response vehicles, a strong understanding of the City's operational requirements, sufficient staffing and resources to perform the work, and a competitive cost proposal.
ReNewell Fleet Service, LLC and Fleetworks Inc. also demonstrated the qualifications and capabilities necessary to provide the requested services and are recommended as qualified vendors.
Diamond Star Commercial Vehicles received the lowest evaluation score and did not demonstrate the qualifications, experience, or capacity necessary to adequately meet the Department's fleet maintenance and repair service requirements. As a result, staff does not recommend awarding an agreement to Diamond Star Commercial Vehicles.
Staff recommends establishing agreements with the three highest-ranked vendors; Performance Truck Repair, Inc., ReNewell Fleet Service, LLC, and Fleetworks, Inc. to provide Fire Department fleet maintenance and repair services on an as-needed basis. Awarding agreements to multiple qualified vendors will provide the City with greater flexibility, ensure timely service availability, and help minimize potential disruptions to Fire Department operations.
The proposed agreements do not guarantee any minimum amount of work or compensation to any awarded vendor. Services will be requested on an as-needed basis and assigned at the Fire Department's discretion based on factors such as availability, responsiveness, location, and cost-effectiveness. Establishing a pool of qualified vendors will allow the City to efficiently address maintenance and repair needs while maintaining operational readiness of the Fire Department fleet throughout the term of the agreements.
LEGAL REVIEW:
The City Attorney's Office will review the final form of the agreements prior to execution.
OPTIONS:
The City Council has the following options:
1. Approve the staff recommendation; or
2. Provide alternative direction.
Fiscal Impact
FISCAL IMPACT:
The City appropriates funding each fiscal year. The amount spent on these services will not exceed the amount appropriated. These funds are budgeted under Account No. 110.502.32.10.00.00.63.63290.
Attachments
Attachment No. 1 - Performance Truck Repair_RFP 2026-15 Attachment No. 2 - ReNewell Fleet Service_ RFP 2026-15
Attachment No. 3 - Fleet Works_RFP 2026-15
Attachment No. 4 - Draft Agreement with Performance Truck Repair Attachment No. 5 - Draft Agreement with ReNewell Fleet Service Attachment No. 6 - Draft Agreement with Fleetworks
eNewell
Fleet Service
• West Covina Fire Apparatus Service and Maintenance RFP 2026-15 ReNewell Fleet Service, LLC
Dean Guccione, Director of Service Operations
2020 S. Baker Ave.
Ontario, CA. 91761
(909) 239-0677
[email protected]
May 21, 2026
City of West Covina, CA
Finance Department
1444 W. Garvey Ave Suite 308, West Covina, CA. 91790
Subject: Proposal Submission and Cover Letter- Proposal for Fire Department Fleet Maintenance and Repair Services (RFP 2026-15}
Dear Purchasing Officer,
On behalf of ReNewell Fleet Service, LLC, I am pleased to submit our proposal in response to Request for Proposal RFP 2026-15 for the Fire Apparatus Maintenance and Repair Services RFP for the City of West Covina.
We have carefully reviewed the scope of work and requirements outlined in the RFP, and we fully understand and accept the terms and conditions for the three-year (36) month agreement period, with the option of a mutual two-year extension. Per the requirements of the contract, Re Newell Fleet's Ontario facility is located approximately 22 miles from West Covina. My team and I also acknowledge that all work performed under this agreement will comply with NFPA 1911 and all applicable federal, state, and local regulations and standards. Re Newell Fleet did not submit questions for this RFP. ReNewell Fleet also accepts the indemnity and contract terms of this RFP.
ReNewell Fleet Service, LLC is uniquely qualified to provide the level of service and expertise expected by the City of West Covina Fire Department. As the Southern California sole source provider for Pierce service/repairs, warranty, and parts, our experienced technicians are Pierce factory-trained and certified in all major fire apparatus systems including general repairs & periodic maintenance, chassis electrical, fire pump systems (Waterous, Hale, Darley, PUC}; TAK-4, foam systems (Husky, Foam Pro), air brakes, steering & suspension, Command Zone diagnostics/reprogramming and repair, air conditioning, and aerial ladder maintenance and repair.
Our technicians also have significant experience in performing repairs and service on all makes and models of fire apparatus. We bring unmatched knowledge and experience in Pierce, Spartan, ATTACHMENT NO. 2
Performance Truck Repair, Inc.
Fire Department Fleet Maintenance and
Repair Services
1 MAINTENANCE SERVICES AGREEMENT
BETWEEN
CITY OF WEST COVINA
AND
PERFORMANCE TRUCK REPAIR, INC.
FOR
FIRE DEPARTMENT FLEET MAINTENANCE AND REPAIR SERVICES
THIS MAINTENANCE SERVICES AGREEMENT is made and entered into as of August 1, 2026 (“Effective Date”), by and between the CITY OF WEST COVINA, a municipal corporation (“City”), and PERFORMANCE TRUCK REPAIR, INC., a California corporation (“Contractor”).
RECITALS
A. City proposes to utilize the services of Contractor as an independent contractor to City to provide maintenance and repair services for the Fire Department’s fleet, as more fully described herein; and
B. Contractor represents that it has the experience and expertise to properly perform such services and holds all necessary licenses to practice and perform the services; and C. City and Contractor desire to contract for the specific services described in Exhibit “A” and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. No official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement; and
E. Contractor responded to City’s Request for Proposals No. 2026-15, dated April 28, 2026, incorporated via this reference as if fully set forth herein, and Contractor’s response to the Request for Proposals was a material inducement to the City ultimately entering into this Agreement; and
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONTRACTOR
1.1. Scope of Services. Contractor shall provide the services described in the Scope of Services, attached hereto as Exhibit “A,” and Contractor’s Proposal, attached hereto as Exhibit “B,” both incorporated herein.
1.2. Performance to Satisfaction of City. Contractor agrees to perform all the work to the complete satisfaction of the City. Evaluations of the work will be conducted by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Contractor to review the quality of the work and resolve the ATTACHMENT NO. 4
Performance Truck Repair, Inc.
Fire Department Fleet Maintenance and
Repair Services
2 matters of concern;
(b) Require Contractor to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.3. Compliance with Applicable Law. Contractor shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Contractor’s performance under this Agreement.
1.4. Non-Discrimination. In performing this Agreement, Contractor shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religious creed, color, national origin, ancestry, physical disability or mental disability, reproductive health decisionmaking, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or veteran or military status, except as permitted pursuant to Section 12940 of the California Government Code.
1.5. Non-Exclusive Agreement. Contractor acknowledges that City may enter into agreements with other contractors for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
1.6. Public Records Act Disclosure. Contractor has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Contractor, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 7920.000 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in California Government Code Section 7924.510, and of which Contractor informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the court.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Contractor shall be paid in accordance with the fee schedule set forth in Exhibit “C,” attached hereto and incorporated here (the “Fee Schedule”).
2.2. Additional Services. Contractor shall not receive compensation for any services provided outside the scope of services specified in Contractor’s Proposal unless the City, prior to Contractor performing the additional services, approves such additional services in writing. It is Performance Truck Repair, Inc.
Fire Department Fleet Maintenance and
Repair Services
3 specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. Contractor may submit invoices to the City for approval on a monthly. Said invoice shall be based on the total of all Contractor’s services which have been completed to City’s sole satisfaction. City shall pay Contractor’s invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Contractor’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after the termination or expiration of this Agreement.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The services shall be performed in strict compliance with the performance schedule agreed to by City and Contractor, which may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of Contractor is encountered, a time extension may be mutually agreed upon in writing by the City and Contractor. Contractor shall present documentation satisfactory to the City to substantiate any request for a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of five (5) years, ending on July 31, 2031, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Contractor. In the event of such termination, Contractor shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.
If Contractor defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding Performance Truck Repair, Inc.
Fire Department Fleet Maintenance and
Repair Services
4 any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement.
The City also shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement, immediately upon service of written notice of termination on Contractor, if the latter should:
(a) Be adjudged bankrupt;
(b) Become insolvent or have a receiver of its assets or property appointed because of insolvency;
(c) Make a general assignment for the benefit of creditors; (d) Default in the performance of any obligation or payment of any indebtedness under this Agreement;
(e) Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
(f) Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
4.3. Compensation. In the event of termination, City shall pay Contractor for reasonable costs incurred and professional services satisfactorily performed up to and including the effective date of the City’s written notice of termination, within forty-five (45) days after the effective date of the notice of termination or the final invoice of Contractor, whichever occurs last. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Contractor in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of the effective date of the notice of termination, at no cost to City.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Contractor shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company authorized to do business in California, with a current A.M. Best’s rating of no less than A:VII, and approved by City:
(a) Commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than Two Million Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000) general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not Performance Truck Repair, Inc.
Fire Department Fleet Maintenance and
Repair Services
5 been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than Two Million Dollars ($2,000,000) combined single limit for each accident.
(c) Garage keeper’s legal liability insurance of at least One Million Dollars ($1,000,000.00) per occurrence.
(d) Workers’ compensation insurance as required by the State of California, with statutory limits, and employer’s liability insurance with a limit of no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease. Contractor agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Contractor for the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.
If Contractor maintains higher limits or has broader coverage than the minimums shown above, the City requires and shall be entitled to all coverage, and to the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
5.2. Endorsements. The insurance policies are to contain, or be endorsed to contain, the following provisions:
(a) Additional Insureds: The City of West Covina and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of Contractor pursuant to its agreement with the City; products and completed operations of Contractor; premises owned, occupied or used by Contractor; automobiles owned, leased, hired, or borrowed by Contractor. (b) Notice of Cancelation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (c) Primary Coverage: Contractor’s insurance coverage shall be primary insurance as respects the City of West Covina, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of West Covina shall be excess and not contributing with the insurance provided by this policy.
(d) Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance.
Performance Truck Repair, Inc.
Fire Department Fleet Maintenance and
Repair Services
6 Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
(e) Coverage Not Affected: Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of West Covina, its officers, officials, agents, employees, and volunteers. (f) Coverage Applies Separately: Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. The City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
5.4. Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
5.5. Non-limiting. Nothing in this Section shall be construed as limiting in any way the indemnification provision contained in this Agreement.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification.
6.2. Representatives. The City Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Contractor shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Project Managers. City shall designate a Project Manager to work directly with Contractor in the performance of this Agreement.
Contractor shall designate a Project Manager who shall represent it and be its agent in all Performance Truck Repair, Inc.
Fire Department Fleet Maintenance and
Repair Services
7 consultations with City during the term of this Agreement. Contractor or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery or by U.S. mail, with postage properly prepaid and addressed as set forth below. Such communication shall be deemed served or delivered: (a) at the time of delivery if such communication is sent by personal delivery; and (b) on the earlier of the date actually received or on the third day after the postmark if such communication is sent through regular United States mail.
IF TO CONTRACTOR: IF TO CITY:
Performance Truck Repair, Inc.
892 W. 10th St.
Azusa, CA 91702
City of West Covina
1444 West Garvey Ave. South
West Covina, CA 91790
Attn: David Killackey Attn: Fire Chief
6.5. Attorneys’ Fees. If litigation is brought by any party in connection with this Agreement against another party, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California.
6.7. Assignment. Contractor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Contractor’s interest in this Agreement without City’s prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.
Regardless of City’s consent, no subletting or assignment shall release Contractor of Contractor’s obligation to perform all other obligations to be performed by Contractor hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Contractor agrees to defend, with counsel of City’s choosing, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Contractor’s sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of Contractor, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by Contractor, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of Contractor, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by Contractor, its employees, and/or authorized subcontractors under this Performance Truck Repair, Inc.
Fire Department Fleet Maintenance and
Repair Services
8 Agreement, whether or not Contractor, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, Contractor shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Contractor’s Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Contractor is and shall be acting at all times as an independent contractor and not as an employee of City. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.
Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Contractor shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Contractor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Contractor shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
6.11. Ownership of Documents. All reports, documents, information and data furnished or prepared by Contractor or any of its subcontractors in the course of performance of this Agreement shall be and remain the sole property of City. Contractor agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Contractor shall deliver to City any reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other related items as requested by City or its authorized representative, at no additional cost to the Performance Truck Repair, Inc.
Fire Department Fleet Maintenance and
Repair Services
9 City.
6.12. Cooperation. In the event any claim or action is brought against City relating to Contractor’s performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation which City might require.
6.13. Prohibited Employment. Contractor will not employ any regular employee of City while this Agreement is in effect.
6.14. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.
6.15. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6.16. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.17. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.18. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement and have had an adequate opportunity to review each and every provision of the Agreement and submit the same to counsel or other consultants for review and comment. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.19. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
6.20. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.21. Severability. If any provision of this Agreement is determined by a court of Performance Truck Repair, Inc.
Fire Department Fleet Maintenance and
Repair Services
10 competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.22. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. Counterpart written signatures may be transmitted by facsimile, email or other electronic means and have the same legal effect as if they were original signatures.
6.23. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
6.24. Taxpayer Identification Number. Contractor shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W9, as issued by the Internal Revenue Service.
[SIGNATURE PAGE FOLLOWS.]
Performance Truck Repair, Inc.
Fire Department Fleet Maintenance and
Repair Services
11 CITY OF WEST COVINA,
A municipal corporation
__________________________________
Milan Mrakich
City Manager
CONTRACTOR
__________________________________
Signature
__________________________________
Name and Title
ATTEST:
__________________________________
Lisa Sherrick, CMC
Assistant City Clerk
APPROVED AS TO FORM:
__________________________________
Thomas P. Duarte
City Attorney
APPROVED AS TO INSURANCE:
__________________________________
Karen Ogawa
Finance Director
*EXHIBITS A-C TO BE INSERTED FOLLOWING CITY COUNCIL APPROVAL ReNewell Fleet Service, LLC
Fire Department Fleet Maintenance and
Repair Services
1 MAINTENANCE SERVICES AGREEMENT
BETWEEN
CITY OF WEST COVINA
AND
RENEWELL FLEET SERVICE, LLC
FOR
FIRE DEPARTMENT FLEET MAINTENANCE AND REPAIR SERVICES
THIS MAINTENANCE SERVICES AGREEMENT is made and entered into as of August 1, 2026 (“Effective Date”), by and between the CITY OF WEST COVINA, a municipal corporation (“City”), and RENEWELL FLEET SERVICE, LLC, a California limited liability company (“Contractor”).
RECITALS
A. City proposes to utilize the services of Contractor as an independent contractor to City to provide maintenance and repair services for the Fire Department’s fleet, as more fully described herein; and
B. Contractor represents that it has the experience and expertise to properly perform such services and holds all necessary licenses to practice and perform the services; and C. City and Contractor desire to contract for the specific services described in Exhibit “A” and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. No official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement; and
E. Contractor responded to City’s Request for Proposals No. 2026-15, dated April 28, 2026, incorporated via this reference as if fully set forth herein, and Contractor’s response to the Request for Proposals was a material inducement to the City ultimately entering into this Agreement; and
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONTRACTOR
1.1. Scope of Services. Contractor shall provide the services described in the Scope of Services, attached hereto as Exhibit “A,” and Contractor’s Proposal, attached hereto as Exhibit “B,” both incorporated herein.
1.2. Performance to Satisfaction of City. Contractor agrees to perform all the work to the complete satisfaction of the City. Evaluations of the work will be conducted by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
ATTACHMENT NO. 5
ReNewell Fleet Service, LLC
Fire Department Fleet Maintenance and
Repair Services
2 (a) Meet with Contractor to review the quality of the work and resolve the matters of concern;
(b) Require Contractor to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.3. Compliance with Applicable Law. Contractor shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Contractor’s performance under this Agreement.
1.4. Non-Discrimination. In performing this Agreement, Contractor shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religious creed, color, national origin, ancestry, physical disability or mental disability, reproductive health decisionmaking, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or veteran or military status, except as permitted pursuant to Section 12940 of the California Government Code.
1.5. Non-Exclusive Agreement. Contractor acknowledges that City may enter into agreements with other contractors for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
1.6. Public Records Act Disclosure. Contractor has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Contractor, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 7920.000 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in California Government Code Section 7924.510, and of which Contractor informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the court.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Contractor shall be paid in accordance with the fee schedule set forth in Exhibit “C,” attached hereto and incorporated here (the “Fee Schedule”).
2.2. Additional Services. Contractor shall not receive compensation for any services provided outside the scope of services specified in Contractor’s Proposal unless the City, prior to ReNewell Fleet Service, LLC
Fire Department Fleet Maintenance and
Repair Services
3 Contractor performing the additional services, approves such additional services in writing. It is specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. Contractor may submit invoices to the City for approval on a monthly. Said invoice shall be based on the total of all Contractor’s services which have been completed to City’s sole satisfaction. City shall pay Contractor’s invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Contractor’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after the termination or expiration of this Agreement.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The services shall be performed in strict compliance with the performance schedule agreed to by City and Contractor, which may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of Contractor is encountered, a time extension may be mutually agreed upon in writing by the City and Contractor. Contractor shall present documentation satisfactory to the City to substantiate any request for a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of five (5) years, ending on July 31, 2031, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Contractor. In the event of such termination, Contractor shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.
If Contractor defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that Contractor ReNewell Fleet Service, LLC
Fire Department Fleet Maintenance and
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4 fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement.
The City also shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement, immediately upon service of written notice of termination on Contractor, if the latter should:
(a) Be adjudged bankrupt;
(b) Become insolvent or have a receiver of its assets or property appointed because of insolvency;
(c) Make a general assignment for the benefit of creditors; (d) Default in the performance of any obligation or payment of any indebtedness under this Agreement;
(e) Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
(f) Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
4.3. Compensation. In the event of termination, City shall pay Contractor for reasonable costs incurred and professional services satisfactorily performed up to and including the effective date of the City’s written notice of termination, within forty-five (45) days after the effective date of the notice of termination or the final invoice of Contractor, whichever occurs last. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Contractor in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of the effective date of the notice of termination, at no cost to City.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Contractor shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company authorized to do business in California, with a current A.M. Best’s rating of no less than A:VII, and approved by City:
(a) Commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than Two Million Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000) general aggregate, for bodily injury, personal injury, and ReNewell Fleet Service, LLC
Fire Department Fleet Maintenance and
Repair Services
5 property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than Two Million Dollars ($2,000,000) combined single limit for each accident.
(c) Garage keeper’s legal liability insurance of at least One Million Dollars ($1,000,000.00) per occurrence.
(d) Workers’ compensation insurance as required by the State of California, with statutory limits, and employer’s liability insurance with a limit of no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease. Contractor agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Contractor for the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.
If Contractor maintains higher limits or has broader coverage than the minimums shown above, the City requires and shall be entitled to all coverage, and to the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
5.2. Endorsements. The insurance policies are to contain, or be endorsed to contain, the following provisions:
(a) Additional Insureds: The City of West Covina and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of Contractor pursuant to its agreement with the City; products and completed operations of Contractor; premises owned, occupied or used by Contractor; automobiles owned, leased, hired, or borrowed by Contractor. (b) Notice of Cancelation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (c) Primary Coverage: Contractor’s insurance coverage shall be primary insurance as respects the City of West Covina, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of West Covina shall be excess and not contributing with the insurance provided by this policy.
(d) Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire ReNewell Fleet Service, LLC
Fire Department Fleet Maintenance and
Repair Services
6 against the City by virtue of the payment of any loss under such insurance.
Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
(e) Coverage Not Affected: Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of West Covina, its officers, officials, agents, employees, and volunteers. (f) Coverage Applies Separately: Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. The City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
5.4. Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
5.5. Non-limiting. Nothing in this Section shall be construed as limiting in any way the indemnification provision contained in this Agreement.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification.
6.2. Representatives. The City Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Contractor shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Project Managers. City shall designate a Project Manager to work directly with Contractor in the performance of this Agreement.
ReNewell Fleet Service, LLC
Fire Department Fleet Maintenance and
Repair Services
7 Contractor shall designate a Project Manager who shall represent it and be its agent in all consultations with City during the term of this Agreement. Contractor or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery or by U.S. mail, with postage properly prepaid and addressed as set forth below. Such communication shall be deemed served or delivered: (a) at the time of delivery if such communication is sent by personal delivery; and (b) on the earlier of the date actually received or on the third day after the postmark if such communication is sent through regular United States mail.
IF TO CONTRACTOR: IF TO CITY:
ReNewell Fleet Service, LLC
2020 S. Baker Ave.
Ontario, CA 91761
City of West Covina
1444 West Garvey Ave. South
West Covina, CA 91790
Attn: Dean Guccione Attn: Fire Chief
6.5. Attorneys’ Fees. If litigation is brought by any party in connection with this Agreement against another party, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California.
6.7. Assignment. Contractor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Contractor’s interest in this Agreement without City’s prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.
Regardless of City’s consent, no subletting or assignment shall release Contractor of Contractor’s obligation to perform all other obligations to be performed by Contractor hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Contractor agrees to defend, with counsel of City’s choosing, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Contractor’s sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of Contractor, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by Contractor, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of Contractor, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon ReNewell Fleet Service, LLC
Fire Department Fleet Maintenance and
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8 the work performed by Contractor, its employees, and/or authorized subcontractors under this Agreement, whether or not Contractor, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, Contractor shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Contractor’s Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Contractor is and shall be acting at all times as an independent contractor and not as an employee of City. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.
Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Contractor shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Contractor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Contractor shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
6.11. Ownership of Documents. All reports, documents, information and data furnished or prepared by Contractor or any of its subcontractors in the course of performance of this Agreement shall be and remain the sole property of City. Contractor agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Contractor shall deliver to City any reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other ReNewell Fleet Service, LLC
Fire Department Fleet Maintenance and
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9 related items as requested by City or its authorized representative, at no additional cost to the City.
6.12. Cooperation. In the event any claim or action is brought against City relating to Contractor’s performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation which City might require.
6.13. Prohibited Employment. Contractor will not employ any regular employee of City while this Agreement is in effect.
6.14. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.
6.15. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6.16. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.17. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.18. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement and have had an adequate opportunity to review each and every provision of the Agreement and submit the same to counsel or other consultants for review and comment. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.19. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
6.20. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
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10 6.21. Severability. If any provision of this Agreement is determined by a court of competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.22. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. Counterpart written signatures may be transmitted by facsimile, email or other electronic means and have the same legal effect as if they were original signatures.
6.23. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
6.24. Taxpayer Identification Number. Contractor shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W9, as issued by the Internal Revenue Service.
[SIGNATURE PAGE FOLLOWS.]
ReNewell Fleet Service, LLC
Fire Department Fleet Maintenance and
Repair Services
11 CITY OF WEST COVINA,
A municipal corporation
__________________________________
Milan Mrakich
City Manager
CONTRACTOR
__________________________________
Signature
__________________________________
Name and Title
ATTEST:
__________________________________
Lisa Sherrick, CMC
Assistant City Clerk
APPROVED AS TO FORM:
__________________________________
Thomas P. Duarte
City Attorney
APPROVED AS TO INSURANCE:
__________________________________
Karen Ogawa
Finance Director
*EXHIBITS A-C TO BE INSERTED FOLLOWING CITY COUNCIL APPROVAL Fleetworks, Inc.
Fire Department Fleet Maintenance and
Repair Services
1 MAINTENANCE SERVICES AGREEMENT
BETWEEN
CITY OF WEST COVINA
AND
FLEETWORKS, INC.
FOR
FIRE DEPARTMENT FLEET MAINTENANCE AND REPAIR SERVICES
THIS MAINTENANCE SERVICES AGREEMENT is made and entered into as of August 1, 2026 (“Effective Date”), by and between the CITY OF WEST COVINA, a municipal corporation (“City”), and FLEETWORKS, INC., a California corporation (“Contractor”).
RECITALS
A. City proposes to utilize the services of Contractor as an independent contractor to City to provide maintenance and repair services for the Fire Department’s fleet, as more fully described herein; and
B. Contractor represents that it has the experience and expertise to properly perform such services and holds all necessary licenses to practice and perform the services; and C. City and Contractor desire to contract for the specific services described in Exhibit “A” and desire to set forth their rights, duties and liabilities in connection with the services to be performed; and
D. No official or employee of City has a financial interest, within the provisions of Sections 1090-1092 of the California Government Code, in the subject matter of this Agreement; and
E. Contractor responded to City’s Request for Proposals No. 2026-15, dated April 28, 2026, incorporated via this reference as if fully set forth herein, and Contractor’s response to the Request for Proposals was a material inducement to the City ultimately entering into this Agreement; and
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions contained herein, the parties hereby agree as follows:
1.0. SERVICES PROVIDED BY CONTRACTOR
1.1. Scope of Services. Contractor shall provide the services described in the Scope of Services, attached hereto as Exhibit “A,” and Contractor’s Proposal, attached hereto as Exhibit “B,” both incorporated herein.
1.2. Performance to Satisfaction of City. Contractor agrees to perform all the work to the complete satisfaction of the City. Evaluations of the work will be conducted by the City Manager or his or her designee. If the quality of work is not satisfactory, City in its discretion has the right to:
(a) Meet with Contractor to review the quality of the work and resolve the ATTACHMENT NO. 6
Fleetworks, Inc.
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2 matters of concern;
(b) Require Contractor to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.
1.3. Compliance with Applicable Law. Contractor shall perform the services required by this Agreement in compliance with all applicable Federal and California employment laws, including, but not limited to, those laws related to minimum hours and wages; occupational health and safety; fair employment and employment practices; workers’ compensation; and all other Federal, State and local laws and ordinances applicable to the services required under this Agreement. Contractor shall indemnify and hold harmless City from and against all claims, demands, payments, suits, actions, proceedings, and judgments of every nature and description including attorneys’ fees and costs, presented, brought, or recovered against City for, or on account of any liability under any of the above-mentioned laws, which may be incurred by reason of Contractor’s performance under this Agreement.
1.4. Non-Discrimination. In performing this Agreement, Contractor shall not engage in, nor permit its agents to engage in, discrimination in employment of persons because of their race, religious creed, color, national origin, ancestry, physical disability or mental disability, reproductive health decisionmaking, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or veteran or military status, except as permitted pursuant to Section 12940 of the California Government Code.
1.5. Non-Exclusive Agreement. Contractor acknowledges that City may enter into agreements with other contractors for services similar to the services that are subject to this Agreement or may have its own employees perform services similar to those services contemplated by this Agreement.
1.6. Public Records Act Disclosure. Contractor has been advised and is aware that this Agreement and all reports, documents, information and data, including, but not limited to, computer tapes, discs or files furnished or prepared by Contractor, or any of its subcontractors, pursuant to this Agreement and provided to City may be subject to public disclosure as required by the California Public Records Act (California Government Code Section 7920.000 et seq.).
Exceptions to public disclosure may be those documents or information that qualify as trade secrets, as that term is defined in California Government Code Section 7924.510, and of which Contractor informs City of such trade secret. The City will endeavor to maintain as confidential all information obtained by it that is designated as a trade secret. The City shall not, in any way, be liable or responsible for the disclosure of any trade secret including, without limitation, those records so marked if disclosure is deemed to be required by law or by order of the court.
2.0. COMPENSATION AND BILLING
2.1. Compensation. Contractor shall be paid in accordance with the fee schedule set forth in Exhibit “C,” attached hereto and incorporated here (the “Fee Schedule”).
2.2. Additional Services. Contractor shall not receive compensation for any services provided outside the scope of services specified in Contractor’s Proposal unless the City, prior to Contractor performing the additional services, approves such additional services in writing. It is Fleetworks, Inc.
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3 specifically understood that oral requests and/or approvals of such additional services or additional compensation shall be barred and are unenforceable.
2.3. Method of Billing. Contractor may submit invoices to the City for approval on a monthly. Said invoice shall be based on the total of all Contractor’s services which have been completed to City’s sole satisfaction. City shall pay Contractor’s invoice within forty-five (45) days from the date City receives said invoice. Each invoice shall describe in detail the services performed, the date of performance, and the associated time for completion. Any additional services approved and performed pursuant to this Agreement shall be designated as “Additional Services” and shall identify the number of the authorized change order, where applicable, on all invoices.
2.4. Records and Audits. Records of Contractor’s services relating to this Agreement shall be maintained in accordance with generally recognized accounting principles and shall be made available to City for inspection and/or audit at mutually convenient times from the Effective Date until three (3) years after the termination or expiration of this Agreement.
3.0. TIME OF PERFORMANCE
3.1. Commencement and Completion of Work. The services shall be performed in strict compliance with the performance schedule agreed to by City and Contractor, which may be amended by mutual agreement of the parties. Failure to commence work in a timely manner and/or diligently pursue work to completion may be grounds for termination of this Agreement.
3.2. Excusable Delays. Neither party shall be responsible for delays or lack of performance resulting from acts beyond the reasonable control of the party or parties. Such acts shall include, but not be limited to, acts of God, fire, strikes, material shortages, compliance with laws or regulations, riots, acts of war, or any other conditions beyond the reasonable control of a party. If a delay beyond the control of Contractor is encountered, a time extension may be mutually agreed upon in writing by the City and Contractor. Contractor shall present documentation satisfactory to the City to substantiate any request for a time extension.
4.0. TERM AND TERMINATION
4.1. Term. This Agreement shall commence on the Effective Date and continue for a period of five (5) years, ending on July 31, 2031, unless previously terminated as provided herein or as otherwise agreed to in writing by the parties.
4.2. Notice of Termination. The City reserves and has the right and privilege of canceling, suspending or abandoning the execution of all or any part of the work contemplated by this Agreement, with or without cause, at any time, by providing at least fifteen (15) days prior written notice to Contractor. In the event of such termination, Contractor shall immediately stop rendering services under this Agreement unless directed otherwise by the City. If the City suspends, terminates or abandons a portion of this Agreement such suspension, termination or abandonment shall not make void or invalidate the remainder of this Agreement.
If Contractor defaults in the performance of any of the terms or conditions of this Agreement, it shall have ten (10) days after service upon it of written notice of such default in which to cure the default by rendering a satisfactory performance. In the event that Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding Fleetworks, Inc.
Fire Department Fleet Maintenance and
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4 any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement.
The City also shall have the right, notwithstanding any other provisions of this Agreement, to terminate this Agreement, at its option and without prejudice to any other remedy to which it may be entitled to at law, in equity, or under this Agreement, immediately upon service of written notice of termination on Contractor, if the latter should:
(a) Be adjudged bankrupt;
(b) Become insolvent or have a receiver of its assets or property appointed because of insolvency;
(c) Make a general assignment for the benefit of creditors; (d) Default in the performance of any obligation or payment of any indebtedness under this Agreement;
(e) Suffer any judgment against it to remain unsatisfied or unbonded of record for thirty (30) days or longer; or
(f) Institute or suffer to be instituted any procedures for reorganization or rearrangement of its affairs.
4.3. Compensation. In the event of termination, City shall pay Contractor for reasonable costs incurred and professional services satisfactorily performed up to and including the effective date of the City’s written notice of termination, within forty-five (45) days after the effective date of the notice of termination or the final invoice of Contractor, whichever occurs last. Compensation for work in progress shall be prorated based on the percentage of work completed as of the effective date of termination in accordance with the fees set forth herein.
4.4. Documents. In the event of termination of this Agreement, all documents prepared by Contractor in its performance of this Agreement including, but not limited to, finished or unfinished design, development and construction documents, data studies, drawings, maps and reports, shall be delivered to the City within ten (10) days of the effective date of the notice of termination, at no cost to City.
5.0. INSURANCE
5.1. Minimum Scope and Limits of Insurance. Contractor shall obtain, maintain, and keep in full force and effect during the life of this Agreement all of the following minimum scope of insurance coverages with an insurance company authorized to do business in California, with a current A.M. Best’s rating of no less than A:VII, and approved by City:
(a) Commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than Two Million Dollars ($2,000,000) per occurrence, Four Million Dollars ($4,000,000) general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not Fleetworks, Inc.
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5 been amended. Any endorsement restricting standard ISO “insured contract” language will not be accepted.
(b) Automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Contractor arising out of or in connection with work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than Two Million Dollars ($2,000,000) combined single limit for each accident.
(c) Garage keeper’s legal liability insurance of at least One Million Dollars ($1,000,000.00) per occurrence.
(d) Workers’ compensation insurance as required by the State of California, with statutory limits, and employer’s liability insurance with a limit of no less than One Million Dollars ($1,000,000) per accident for bodily injury or disease. Contractor agrees to waive, and to obtain endorsements from its workers’ compensation insurer waiving subrogation rights under its workers’ compensation insurance policy against the City, its officers, agents, employees, and volunteers for losses arising from work performed by Contractor for the City and to require each of its subcontractors, if any, to do likewise under their workers’ compensation insurance policies.
If Contractor maintains higher limits or has broader coverage than the minimums shown above, the City requires and shall be entitled to all coverage, and to the higher limits maintained by Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City.
5.2. Endorsements. The insurance policies are to contain, or be endorsed to contain, the following provisions:
(a) Additional Insureds: The City of West Covina and its elected and appointed boards, officers, officials, agents, employees, and volunteers are additional insureds with respect to: liability arising out of activities performed by or on behalf of Contractor pursuant to its agreement with the City; products and completed operations of Contractor; premises owned, occupied or used by Contractor; automobiles owned, leased, hired, or borrowed by Contractor. (b) Notice of Cancelation: Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City. (c) Primary Coverage: Contractor’s insurance coverage shall be primary insurance as respects the City of West Covina, its officers, officials, agents, employees, and volunteers. Any other insurance maintained by the City of West Covina shall be excess and not contributing with the insurance provided by this policy.
(d) Waiver of Subrogation: Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City by virtue of the payment of any loss under such insurance.
Fleetworks, Inc.
Fire Department Fleet Maintenance and
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6 Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
(e) Coverage Not Affected: Any failure to comply with the reporting provisions of the policies shall not affect coverage provided to the City of West Covina, its officers, officials, agents, employees, and volunteers. (f) Coverage Applies Separately: Contractor’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
5.3. Deductible or Self Insured Retention. If any of such policies provide for a deductible or self-insured retention to provide such coverage, the amount of such deductible or self-insured retention shall be approved in advance by City. The City may require Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City.
5.4. Certificates of Insurance. Contractor shall provide to City certificates of insurance showing the insurance coverages and required endorsements described above, in a form and content approved by City, prior to performing any services under this Agreement. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time.
5.5. Non-limiting. Nothing in this Section shall be construed as limiting in any way the indemnification provision contained in this Agreement.
6.0. GENERAL PROVISIONS
6.1. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to any matter referenced herein and supersedes any and all other prior writings and oral negotiations. This Agreement may be modified only in writing, and signed by the parties in interest at the time of such modification.
6.2. Representatives. The City Manager or his or her designee shall be the representative of City for purposes of this Agreement and may issue all consents, approvals, directives and agreements on behalf of the City, called for by this Agreement, except as otherwise expressly provided in this Agreement.
Contractor shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Contractor called for by this Agreement, except as otherwise expressly provided in this Agreement.
6.3. Project Managers. City shall designate a Project Manager to work directly with Contractor in the performance of this Agreement.
Contractor shall designate a Project Manager who shall represent it and be its agent in all Fleetworks, Inc.
Fire Department Fleet Maintenance and
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7 consultations with City during the term of this Agreement. Contractor or its Project Manager shall attend and assist in all coordination meetings called by City.
6.4. Notices. Any notices, documents, correspondence or other communications concerning this Agreement or the work hereunder may be provided by personal delivery or by U.S. mail, with postage properly prepaid and addressed as set forth below. Such communication shall be deemed served or delivered: (a) at the time of delivery if such communication is sent by personal delivery; and (b) on the earlier of the date actually received or on the third day after the postmark if such communication is sent through regular United States mail.
IF TO CONTRACTOR: IF TO CITY:
Fleetworks, Inc.
14011 Marquardt Ave.
Santa Fe Springs, CA 90670
City of West Covina
1444 West Garvey Ave. South
West Covina, CA 91790
Attn: Richard Gautreau Attn: Fire Chief
6.5. Attorneys’ Fees. If litigation is brought by any party in connection with this Agreement against another party, the prevailing party shall be entitled to recover from the opposing party all costs and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in the exercise of any of its rights or remedies hereunder or the enforcement of any of the terms, conditions, or provisions hereof.
6.6. Governing Law. This Agreement shall be governed by and construed under the laws of the State of California without giving effect to that body of laws pertaining to conflict of laws. In the event of any legal action to enforce or interpret this Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of competent jurisdiction located in Los Angeles County, California.
6.7. Assignment. Contractor shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Contractor’s interest in this Agreement without City’s prior written consent. Any attempted assignment, transfer, subletting or encumbrance shall be void and shall constitute a breach of this Agreement and cause for termination of this Agreement.
Regardless of City’s consent, no subletting or assignment shall release Contractor of Contractor’s obligation to perform all other obligations to be performed by Contractor hereunder for the term of this Agreement.
6.8. Indemnification and Hold Harmless. Contractor agrees to defend, with counsel of City’s choosing, indemnify, hold free and harmless the City, its elected and appointed officials, officers, agents and employees, at Contractor’s sole expense, from and against any and all claims, demands, actions, suits or other legal proceedings brought against the City, its elected and appointed officials, officers, agents and employees arising out of the performance of Contractor, its employees, and/or authorized subcontractors, of the work undertaken pursuant to this Agreement. The defense obligation provided for hereunder shall apply without any advance showing of negligence or wrongdoing by Contractor, its employees, and/or authorized subcontractors, but shall be required whenever any claim, action, complaint, or suit asserts as its basis the negligence, errors, omissions or misconduct of Contractor, its employees, and/or authorized subcontractors, and/or whenever any claim, action, complaint or suit asserts liability against the City, its elected and appointed officials, officers, agents and employees based upon the work performed by Contractor, its employees, and/or authorized subcontractors under this Fleetworks, Inc.
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8 Agreement, whether or not Contractor, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, Contractor shall not be liable for the defense or indemnification of the City for claims, actions, complaints or suits arising out of the sole active negligence or willful misconduct of the City. This provision shall supersede and replace all other indemnity provisions contained either in the City’s specifications or Contractor’s Proposal, which shall be of no force and effect.
6.9. Independent Contractor. Contractor is and shall be acting at all times as an independent contractor and not as an employee of City. Contractor shall have no power to incur any debt, obligation, or liability on behalf of City or otherwise act on behalf of City as an agent.
Neither City nor any of its agents shall have control over the conduct of Contractor or any of Contractor’s employees, except as set forth in this Agreement. Contractor shall not, at any time, or in any manner, represent that it or any of its agents or employees are in any manner agents or employees of City. Contractor shall secure, at its sole expense, and be responsible for any and all payment of Income Tax, Social Security, State Disability Insurance Compensation, Unemployment Compensation, and other payroll deductions for Contractor and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Contractor shall indemnify and hold City harmless from any and all taxes, assessments, penalties, and interest asserted against City by reason of the independent contractor relationship created by this Agreement. Contractor further agrees to indemnify and hold City harmless from any failure of Contractor to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.
6.10. PERS Eligibility Indemnification. In the event that Contractor or any employee, agent, or subcontractor of Contractor providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Contractor shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Contractor or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Contractor and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.
6.11. Ownership of Documents. All reports, documents, information and data furnished or prepared by Contractor or any of its subcontractors in the course of performance of this Agreement shall be and remain the sole property of City. Contractor agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Contractor shall deliver to City any reports, documents, information, data, in any form, including but not limited to, computer tapes, discs, files audio tapes or any other related items as requested by City or its authorized representative, at no additional cost to the Fleetworks, Inc.
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9 City.
6.12. Cooperation. In the event any claim or action is brought against City relating to Contractor’s performance or services rendered under this Agreement, Contractor shall render any reasonable assistance and cooperation which City might require.
6.13. Prohibited Employment. Contractor will not employ any regular employee of City while this Agreement is in effect.
6.14. Order of Precedence. In the event of an inconsistency in this Agreement and any of the attached Exhibits, the terms set forth in this Agreement shall prevail. If, and to the extent this Agreement incorporates by reference any provision of any document, such provision shall be deemed a part of this Agreement. Nevertheless, if there is any conflict among the terms and conditions of this Agreement and those of any such provision or provisions so incorporated by reference, this Agreement shall govern over the document referenced.
6.15. Costs. Each party shall bear its own costs and fees incurred in the preparation and negotiation of this Agreement and in the performance of its obligations hereunder except as expressly provided herein.
6.16. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Contractor and no other parties are intended to be direct or incidental beneficiaries of this Agreement and no third party shall have any right in, under or to this Agreement.
6.17. Headings. Paragraphs and subparagraph headings contained in this Agreement are included solely for convenience and are not intended to modify, explain or to be a full or accurate description of the content thereof and shall not in any way affect the meaning or interpretation of this Agreement.
6.18. Construction. The parties have participated jointly in the negotiation and drafting of this Agreement and have had an adequate opportunity to review each and every provision of the Agreement and submit the same to counsel or other consultants for review and comment. In the event an ambiguity or question of intent or interpretation arises with respect to this Agreement, this Agreement shall be construed as if drafted jointly by the parties and in accordance with its fair meaning. There shall be no presumption or burden of proof favoring or disfavoring any party by virtue of the authorship of any of the provisions of this Agreement.
6.19. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.
6.20. Waiver. The delay or failure of either party at any time to require performance or compliance by the other of any of its obligations or agreements shall in no way be deemed a waiver of those rights to require such performance or compliance. No waiver of any provision of this Agreement shall be effective unless in writing and signed by a duly authorized representative of the party against whom enforcement of a waiver is sought. The waiver of any right or remedy in respect to any occurrence or event shall not be deemed a waiver of any right or remedy in respect to any other occurrence or event, nor shall any waiver constitute a continuing waiver.
6.21. Severability. If any provision of this Agreement is determined by a court of Fleetworks, Inc.
Fire Department Fleet Maintenance and
Repair Services
10 competent jurisdiction to be unenforceable in any circumstance, such determination shall not affect the validity or enforceability of the remaining terms and provisions hereof or of the offending provision in any other circumstance. Notwithstanding the foregoing, if the value of this Agreement, based upon the substantial benefit of the bargain for any party, is materially impaired, which determination made by the presiding court or arbitrator of competent jurisdiction shall be binding, then both parties agree to substitute such provision(s) through good faith negotiations.
6.22. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original. All counterparts shall be construed together and shall constitute one agreement. Counterpart written signatures may be transmitted by facsimile, email or other electronic means and have the same legal effect as if they were original signatures.
6.23. Corporate Authority. The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by doing so the parties hereto are formally bound to the provisions of this Agreement.
6.24. Taxpayer Identification Number. Contractor shall provide City with a complete Request for Taxpayer Identification Number and Certification, Form W9, as issued by the Internal Revenue Service.
[SIGNATURE PAGE FOLLOWS.]
Fleetworks, Inc.
Fire Department Fleet Maintenance and
Repair Services
11 CITY OF WEST COVINA,
A municipal corporation
__________________________________
Milan Mrakich
City Manager
CONTRACTOR
__________________________________
Signature
__________________________________
Name and Title
ATTEST:
__________________________________
Lisa Sherrick, CMC
Assistant City Clerk
APPROVED AS TO FORM:
__________________________________
Thomas P. Duarte
City Attorney
APPROVED AS TO INSURANCE:
__________________________________
Karen Ogawa
Finance Director
*EXHIBITS A-C TO BE INSERTED FOLLOWING CITY COUNCIL APPROVAL AGENDA ITEM NO. 5
AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: July 21, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: CONSIDERATION OF POSITION ACTIONS IN CITY MANAGER’S OFFICE, FINANCE DEPARTMENT, AND POLICE DEPARTMENT – NEW CLASSIFICATIONS, JOB
DESCRIPTION UPDATES, AND RECLASSIFICATIONS
RECOMMENDATION:
It is recommended that the City Council:
Approve the class specifications and salary range for the new Media Production Specialist classification by adopting the following resolution:
1. RESOLUTION NO. 2026-80 - A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF WEST COVINA, CALIFORNIA, APPROVING THE CLASSIFICATION
SPECIFICATIONS AND SALARY RANGE FOR THE NEW MEDIA PRODUCTION
SPECIALIST CLASSIFICATION
Approve the repeal and replacement of the Executive Assistant to the City Manager classification specifications and the revised salary range for such classification by adopting the following resolution:
2. RESOLUTION NO. 2026-83 - A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF WEST COVINA, CALIFORNIA, APPROVING THE REPEAL AND
REPLACEMENT OF THE EXECUTIVE ASSISTANT TO THE CITY MANAGER
CLASSIFICATION SPECIFICATIONS AND AN UPDATED SALARY RANGE FOR
SUCH CLASSIFICATION
Approve the establishment of the Lead Jailer classification and corresponding classification specifications and salary range and the reclassification of two (2) Jailer positions to two (2) Lead Jailer positions by adopting the following resolution:
3. RESOLUTION NO. 2026-70 - A RESOLUTION OF THE CITY COUNCIL OF THE
CITY OF WEST COVINA, CALIFORNIA, APPROVING THE ESTABLISHMENT OF
THE LEAD JAILER CLASSIFICATION AND THE CLASSIFICATION
SPECIFICATIONS AND SALARY RANGE FOR SUCH CLASSIFICATION, AND
AMENDING THE SCHEDULE OF POSITIONS BUDGETED FOR FISCAL YEAR 2026-27 TO REFLECT THE RECLASSIFICATION OF TWO (2) JAILER POSITIONS TO TWO (2) LEAD JAILER POSITIONS
BACKGROUND:
Finance Department – Media Production Specialist
On April 8, 2026, the Human Resources Commission (4–0 vote) approved establishing the Media Production Specialist classification. The part-time Cable Television Production Assistant no longer meets current multimedia needs, prompting the recommendation for a full-time role that better aligns with the City’s audiovisual and multimedia production demands. Through the adoption of the Fiscal Year 26-27 budget, the City Council approved the removal of the Cable Production Assistant classification and the establishment of the Media Production Specialist classification.
City Manager’s Office – Executive Assistant to the City Manager On July 8, 2026, the Human Resources Commission, by a 4–0 vote, approved updates to the Executive Assistant to the City Manager classification. This action included repealing the existing job description and salary grade and adopting a revised job description and updated salary grade.
Police Department – Lead Jailer & Reclassification of Two Jailer Positions At the December 2, 2025 City Council meeting, the City Council approved the removal of the Lead Jailer classification and the establishment of the Police Jail Supervisor classification. On July 8, 2026, the Human Resources Commission, by a 4–0 vote, approved the reclassification of two (2) Jailer positions to two (2) Lead Jailer positions. This action supports the Police Department’s operational needs by addressing staffing shortages and instability resulting from vacancies, resignations, limited part-time coverage, and the upcoming academy assignment of a recruit who had been assisting in jail operations.
DISCUSSION:
Finance Department – Media Production Specialist
The Media Production Specialist will provide essential audiovisual and multimedia support and offers the full-time technical capacity needed to meet current organizational demands.
City Manager’s Office – Executive Assistant to the City Manager The updated classification expands administrative support in business operations, records management, and project coordination.
Police Department – Lead Jailer & Reclassification of Two Jailer Positions Reestablish the Lead Jailer classification and reclassify two (2) Jailer positions to two (2) Lead Jailer positions. Creating the Lead Jailer classification and reclassifying two (2) existing Jailer positions will stabilize jail operations, retain experienced staff, reduce sworn overtime, and ensure adequate coverage while newly hired Jailers complete required training.
LEGAL REVIEW:
The City Attorney's Office has reviewed the resolutions and approved them as to form.
OPTIONS:
The City Council has the following options:
1. Approve staff's recommendation: or
2. Provide alternative direction.
Prepared by: Roderick Wells, Human Resources Manager
Additional Approval: Roxanne E. Lerma, Assistant City Manager Fiscal Impact
FISCAL IMPACT:
The fiscal impact of this action will be minimal, and no additional funding is required.
Attachments
Attachment No. 1 - Resolution No. 2026- 80 Media Production Specialist Attachment No. 2 - Resolution No. 2026-83 Executive Assistant to the City Manager Attachment No. 3 - Resolution No. 2026-70 Lead Jailer
Attachment No. 4 - 2026 07 08 - Human Resources Commission Special Meeting Minutes Attachment No. 5 - 2026 04 08 Human Resources Commission Regular Meeting Minutes CITY COUNCIL GOALS & OBJECTIVES: Protect Public Safety
Maintain Good Intergovernmental Relations
Enhance City Image and Effectiveness
ATTACHMENT NO. 1
RESOLUTION NO. 2026-80
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA, APPROVING THE
CLASSIFICATION SPECIFICATIONS AND SALARY
RANGE FOR THE NEW MEDIA PRODUCTION SPECIALIST
CLASSIFICATION
The City Council of the City of West Covina hereby finds and declares as follows:
WHEREAS, the Human Resources Department, as needed, reviews class specifications and/or pay grades to ensure position specifications and compensation are in alignment with current demands and comparable with similar classifications within the public sector labor market; and
WHEREAS, through the adoption of the budget for Fiscal Year 2026-27, the City Council approved the removal of the Cable Production Assistant classification and the establishment of the Media Production Specialist classification; and WHEREAS, the Human Resources Department has proposed the specifications for the Media Production Specialist classification, attached hereto as Exhibit A and incorporated herein, and the salary range for such classification; and WHEREAS, on April 8, 2026, the Human Resources Commission reviewed and approved the job description and salary range for the Media Production Specialist classification; and
WHEREAS, the City Council desires to approve the class specifications and the salary range for the Media Production Specialist classification.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City Council hereby approves the class specifications for the Media Production Specialist classification attached hereto as Exhibit A.
SECTION 2. The City Council hereby approves the following salary range for the Media Production Specialist classification:
CLASSIFICATION MONTHLY PAY RANGE
STEP 1 STEP 2 STEP 3 STEP 4 STEP 5 STEP 6 STEP 7
Media Production
Specialist
$3,908.00 $5,273.00 $5,431.00 $5,594.00
SECTION 3. The City Clerk shall certify to the adoption of this resolution and shall enter the same in the book of original resolution, and it shall become effective immediately.
APPROVED AND ADOPTED this 21st day of July, 2026.
Letty Lopez-Viado
Mayor
APPROVED AS TO FORM ATTEST
Thomas P. Duarte Lisa Sherrick, CMC
City Attorney Assistant City Clerk
I, LISA SHERRICK, CMC, ASSISTANT CITY CLERK of the City of West Covina, California, do hereby certify that the foregoing Resolution No. 2026-80 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 21st day of July, 2026, by the following vote of the City Council:
AYES:
NOES:
ABSENT:
ABSTAIN:
Lisa Sherrick, CMC
Assistant City Clerk
EXHIBIT A
CLASSIFICATION SPECIFICATIONS
CITY OF WEST COVINA
CLASSIFICATION SPECIFICATION
Class Title: MEDIA PRODUCTION SPECIALIST
Bargaining Unit: GENERAL EMPLOYEE ASSOCIATION
Class Code Salary: GN19
Grade Salary: $46,896-$67,128
FLSA: NON-EXEMPT
Date Established: 07.21.2026
JOB SUMMARY
Under general direction, plans, develops, and produces broadcast-quality videos; directs and assist with the transmission of broadcasts and streaming; operates and maintains video audio and related equipment; advises professional and technical staff on the effective use of audio and visual devices; and performs related duties as required.
ESSENTIAL FUNCTIONS
The duties listed below are examples of the work typically performed by employees of this class.
Not all assigned duties may be listed.
1. Oversees and directs the operation of audiovisual (A/V) equipment (PTZ cameras, microphones, sound mixer, Crestron, decoder/encoder, AN switchers, etc.); edits, creates, duplicates, and stores digital video, audio, photo, and electronic presentation content (e.g., PowerPoint and MP4 files) for historical reference.
2. Performs setup of A/V equipment (projectors, PA systems, microphones, podiums) and provides operational training for equipment users; records events using digital photography and/or basic video/audio techniques; films and directs on location for internal and external productions. Maintains records related to suspects in custody.
3. Produces multimedia aids such as digital video, audio, photographs, or PowerPoint presentations for use in public meetings, training sessions, and live or streaming broadcasts; determines appropriate video and audio locations for productions and photography.
4. Conducts routine equipment checks and maintenance in the Council Chambers; maintains audio, video, and photographic equipment to ensure timely repairs and upkeep.
5. Designs and maintains an audio-visual library system; requisitions, issues, catalogs, controls, and stores A/V materials and equipment; evaluates and recommends the purchase of new A/V equipment as needed.
6. Periodically captures high-quality photographs during City events and ceremonies throughout West Covina using cameras and drones in various formats; edits, digitizes, and/or print photographs as needed.
7. Periodically captures high-quality photographs during City events and ceremonies throughout West Covina using cameras and drones in various formats; edits, digitizes, and/or print photographs as needed.
GENERAL QUALIFICATIONS
Knowledge of:
1. Video and audio production methods including camera operation, lighting, and sound recordings.
2. Operation and troubleshooting of A/V equipment such as PTZ cameras, microphones, mixers, projectors, switchers, and encoders/decoders.
3. Video editing techniques and software, including Adobe Creative Cloud applications.
4. Live broadcasting and streaming practices.
5. Digital photography and basic drone operation requirements.
6. Media asset management and A/V inventory control.
Ability to:
1. Plan, coordinate, and independently execute media production projects.
2. Set up and operate equipment for meetings, events, and field assignments.
3. Capture and edit high-quality photos and video in varied environments.
4. Work a flexible schedule including evenings and special meetings.
5. Lift and transport equipment up to 50 pounds.
6. Prioritize tasks and work with minimal supervision.
MINIMUM QUALIFICATIONS
Education:
A bachelor’s degree from an accredited college or university in Television and Film Communication, Digital Filmmaking and Video Production, Graphic or Commercial Arts, or a closely related field is highly desirable.
OPTION II: Two (2) years of experience in video production, operating audio and video equipment, video editing, and working with Adobe Creative Cloud Suite software.
OPTION Ill: Any combination of training and experience that provides the required knowledge, skills, and abilities is qualifying. Experience in lieu of formal coursework will be considered Experience:
Previous experience in local government is highly desirable.
Licenses/Certificates:
A valid California Class C Driver's License with a satisfactory driving record is required.
SPECIAL REQUIREMENTS
Must be available to work Tuesday evenings for City Council and Planning Commission meetings.
Additional after-hours, special, or emergency meetings may be assigned as needed. The typical schedule is a 4/10 work shift from 7:00 a.m. to 6:00 p.m., Monday through Thursday, with the exception of Tuesdays or as adjusted for special meeting schedules.
PHYSICAL REQUIREMENTS
While performing the duties of this class, the employee is frequently required to sit, stand, walk, bend, stoop, crouch, and squat for extended periods in the performance of daily activities. The position requires work both indoors and outdoors, as well as the ability to lift and transport equipment weighing up to 50 pounds. Incumbents may be exposed to moderate levels of dust, temperature variations, noise, and inclement weather. The position may also require a varied work schedule, including nights, weekends, and holidays. Employees must be able to work independently with minimal supervision and must be able to open and close the City Council Chambers
WORK ENVIRONMENT
Work is performed in a secure custody facility with exposure to individuals who may be uncooperative, confrontational, or under the influence. Noise levels may vary. The position requires shift work, including nights, weekends, and holidays.
SUPPLEMENTAL INFORMATION
Equal Opportunity Employer:
Equal Employment Opportunity (EEO) / Americans with Disabilities Act (ADA): The City of West Covina is an Equal Opportunity Employer. In compliance with the Americans with Disabilities Act (ADA) compliant employer, dedicated to ensuring equal employment opportunities for all employees and applicants.
ADA Accommodation: The City will provide reasonable accommodation for qualified individuals with disabilities and encourage both prospective and current employees to discuss potential accommodation with the employer.
ATTACHMENT NO. 2
RESOLUTION NO. 2026-83
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA, APPROVING THE REPEAL
AND REPLACEMENT OF THE EXECUTIVE ASSISTANT TO
THE CITY MANAGER CLASSIFICATION SPECIFICATIONS
AND AN UPDATED SALARY RANGE FOR SUCH
CLASSIFICATION
The City Council of the City of West Covina hereby finds and declares as follows:
WHEREAS, the Human Resources Department, as needed, reviews class specifications and/or pay grades to ensure position specifications and compensation are in alignment with current demands and comparable with similar classifications within the public sector labor market; and
WHEREAS, the Human Resources Department has reviewed the class specifications for the Executive Assistant to the City Manager position and has proposed revisions to such specifications as set forth in Exhibit A, attached hereto and incorporated herein; and
WHEREAS, the Human Resources Department has also proposed to adjust the salary range for the Executive Assistant to the City Manager classification; and WHEREAS, on July 8, 2026, the Human Resources Commission reviewed and approved the revised class specifications and salary range for the Executive Assistant to the City Manager classification; and
WHEREAS, the City Council desires to approve the repeal and replacement of the class specifications and the updated salary range for the Executive Assistant to the City Manager classification.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City Council hereby approves the repeal of the existing class specifications for the Executive Assistant to the City Manager classification.
SECTION 2. The City Council hereby approves replacing the repealed specifications with the specifications attached hereto As Exhibit A.
SECTION 3. The City Council hereby approves the following salary range for the Executive Assistant to the City Manager classification:
CLASSIFICATION MONTHLY PAY RANGE
STEP 1 STEP 2 STEP 3 STEP 4 STEP 5 STEP 6 STEP 7
Executive Assistant to
the City Manager
$6,282.00 $7,485.00 $7,710.00 $7,941.00
SECTION 4. The City Clerk shall certify to the adoption of this resolution and shall enter the same in the book of original resolutions, and it shall become effective immediately.
APPROVED AND ADOPTED this 21st day of July, 2026.
Letty Lopez-Viado
Mayor
APPROVED AS TO FORM ATTEST
Thomas P. Duarte Lisa Sherrick, CMC
City Attorney Assistant City Clerk
I, LISA SHERRICK, ASSISTANT CITY CLERK, CMC of the City of West Covina, California, do hereby certify that the foregoing Resolution No. 2026-83 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 21st day of July, 2026, by the following vote of the City Council:
AYES:
NOES:
ABSENT:
ABSTAIN:
Lisa Sherrick, CMC
Assistant City Clerk
EXHIBIT A
CLASSIFICATION SPECIFICATIONS
CITY OF WEST COVINA
CLASSIFICATION SPECIFICATION
Class Title:
Bargaining Unit:
Class Code: Salary
Grade: Salary:
FLSA:
Date Established:
EXECUTIVE ASSISTANT TO CITY MANAGER
CONFIDENTIAL EMPLOYEES’ ASSOCIATION
CE0 15
$75,384 – $95,292
EXEMPT
July 08, 2026
JOB SUMMARY
Under general direction, serves as executive assistant and general administrative aid to the City Manager and other managerial staff in the City Manager’s Office, helps coordinate office operations; assists in coordinating communication between the manager and departmental administrators, City Council and the public coordinates arrangements for meetings; and does related work as required.
ESSENTIAL FUNCTIONS
The duties listed below are intended only as illustrations of the various types of work thatmay be performed. The omission ofspecific statements of duties does not exclude them from the position if the work is similar, related, or a logical assignment to this class.
1. Maintains City Manager’s calendar, coordinates meetings, appointments, and retreats.
2. Organizes the flow of communications, paperwork, and activity through the City Manager’s office.
3. Establishes procedures to organize and maintain department files and records.
4. Responds to inquiries or refers them to appropriate office; pursues and expedites decisions, answers, and information of special management or public significance.
5. Independently drafts correspondence, and compiles information from a variety of sources.
6. Communicates information, advice, and instructions as an agent of the City Manager.
7. Maintains department payroll, personnel, and other official records.
8. Assembles City Council agenda materials and follow up on agenda items emanating from other City departments.
9. Assist City Council members in various requests in activities.
10. Records meetings, transcribes correspondences.
11. Supervises and trains office employees.
12. May perform, manage, and supervise business management operations of administrative support functions, including personnel, accounting, budgeting, office management, and operational procedures.
13. Supervise the maintenance of budget, inventory, purchasing, and personnel records.
14. Analyze departmental operations.
15. Serves as liaison on behalf of the department.
16. Conduct special projects related to development of departmental administrative services.
17. Prepare confidential reports and closed session agendas.
18. Provide administrative support services to Assistant City Managers city management.
19. Perform other related work as required.
GENERAL QUALIFICATIONS
Knowledge of:
1. Principles and methods of public and business administration, including organization and personnel, fiscal management, and budgetary control.
2. Office procedures and maintenance of records.
3. Basic payroll process and support to ensure accurate and timely reporting.
4. Proficiency in Microsoft Office Suite (Word, Excel, PowerPoint), and/or other comparable software such as Adobe Acrobat Reader, and Pro.
5. Principles and practices of management relating to training, evaluation, and supervision of subordinates.
6. Basic knowledge of English, grammar, spelling, filing arithmetic; modern office methods, principles of public relations and communications.
Ability to:
1. Understand, apply, and implement administrative policies, practices, and
2. Produce simple to complex documents, reports, presentations, and records using relevant software.
3. Represent management in dealing with a variety of administrative policies, practices, and procedures.
4. Represent management in dealing with a variety of administrative matters with employees, or in interactions with departments, outside agencies, and members of the public.
5. Train, evaluate, and supervise the work of subordinates.
6. Plan, coordinate, and initiate work assignments.
7. Work independently in identifying the need for and developing programs.
8. Speak and write effectively.
9. Create meeting agendas,serve as notetaker and produce accurate timely, and well-organized minutes and summaries for distribution to appropriate staff and stakeholders.
10. Maintain confidential information with discretion.
11. Establish and maintain cooperative working relations with City staff, elected officials, outside agencies, and the public.
12. Perform other related duties as required.
MINIMUM QUALIFICATIONS
Five (5) years’ experience involving a significantly high level of secretarial duties, including basic administrative, analytical, and evaluation assignments.
SKILLS
Computer PCX use; experience utilizing Microsoft Office 365 Dictation skills at 80 WPM.
PHYSICAL REQUIREMENTS
This position also requires extensive and repetitive physical activity involving the arms, wrists, and hands, including writing and using a keyboard, it also requires physical abilities associated with the ability to read, write, and communicate in a work environment requiring no extraordinary physical strength or other special physical qualifications.
SUPPLEMENTAL INFORMATION
The City of West Covina is an Equal Opportunity Employer. In compliance with the Americans with Disabilities Act, the City will provide reasonable accommodation to qualified individuals with disabilities and encourages both prospective and current employees to discuss potential accommodations with the employer
RESOLUTION NO. 2026-70
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA, APPROVING THE
ESTABLISHMENT OF THE LEAD JAILER
CLASSIFICATION AND THE CLASSIFICATION
SPECIFICATIONS AND SALARY RANGE FOR SUCH
CLASSIFICATION, AND AMENDING THE SCHEDULE OF
POSITIONS BUDGETED FOR FISCAL YEAR 2026-27 TO
REFLECT THE RECLASSIFICATION OF TWO (2) JAILER
POSITIONS TO TWO (2) LEAD JAILER POSITIONS
The City Council of the City of West Covina hereby finds and declares as follows:
WHEREAS, at the December 2, 2025 City Council meeting, the City Council approved the removal of the Lead Jailer classification and the establishment of the Police Jail Supervisor classification; and
WHEREAS, the Police Department’s Fiscal Year 2026-27 budget currently includes six (6) Jailer positions; and
WHEREAS, the Police Department has identified an operational need to reclassify Jailer positions to Lead Jailer positions based on current and anticipated jail staffing shortages; and
WHEREAS, in connection with the proposed reclassification, the Human Resources Department and the Police Department have proposed to reestablish the Lead Jailer classification; and
WHEREAS, the City Council desires to approve the establishment of the Lead Jailer classification; and
WHEREAS, the City Council desires to approve the class specifications and salary range for the new classification; and
WHEREAS, the City Council desires to amend the Schedule of Positions to reflect the reclassification of two (2) Jailer positions to two (2) Lead Jailer positions.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. The City Council hereby approves the establishment of the Lead Jailer classification.
SECTION 2. The City Council hereby approves the classification specifications for ATTACHMENT NO. 3
the Lead Jailer classification attached hereto as Exhibit A.
SECTION 3. The City Council hereby approves the following salary range for the Lead Jailer classification:
CLASSIFICATION MONTHLY PAY RANGE
STEP 1 STEP 2 STEP 3 STEP 4 STEP 5 STEP 6 STEP 7
Lead Jailer $4,448.00 $4,687.00 $4,927.00 $5,166.00 $5,406.00 $5,568.00 $5,735.00 SECTION 4. The City Council hereby approves the revised Schedule of Positions for Fiscal Year 2026-27 as set forth in Exhibit B, attached hereto and incorporated herein.
SECTION 5. The City Clerk shall certify to the adoption of this resolution and shall enter the same in the book of original resolutions and it shall become effective immediately.
APPROVED AND ADOPTED this 21st day of July, 2026.
Letty Lopez-Viado
Mayor
APPROVED AS TO FORM ATTEST
Thomas P. Duarte Lisa Sherrick, CMC
City Attorney Assistant City Clerk
I, LISA SHERRICK, CMC, ASSISTANT CITY CLERK of the City of West Covina, California, do hereby certify that the foregoing Resolution No. 2026-70 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 21st day of July, 2026, by the following vote of the City Council:
AYES:
NOES:
ABSENT:
ABSTAIN:
Lisa Sherrick, CMC
Assistant City Clerk
EXHIBIT A
CLASSIFICATION SPECIFICATIONS
CITY OF WEST COVINA
CLASSIFICATION SPECIFICATION
Class Title: LEAD JAILER
Bargaining Unit: POLICE SUPPORT SERVICES ASSOCIATION
Class Code Salary: NS05
Grade Salary: $53,376-$68,820
FLSA: NON-EXEMPT
Date Established: 07.21.2026
JOB SUMMARY
A Lead Jailer is a non-sworn uniformed position within the Police Department. Under the general direction of a Supervising Jailer, this position operates and maintains prisoner custody facilities; processes and ensures the health, safety, welfare, and transport of persons in custody; and performs other related duties as assigned.
Employees in the Lead Jailer class are distinguished from the Jailer classification by their performance of the full range of assigned duties and by receiving only occasional instruction or assistance when new or unusual situation arise. In addition to being fully capable of performing the essential functions of the Jailer position, the Lead Jailer may provide day-to-day supervision and technical direction to Jailers.
The Lead Jailer is responsible for assisting jail staff with scheduling, addressing personnel issues, ensuring training requirements are met, overseeing the ordering and maintenance of supplies and equipment, preparing the jail for inspections, and maintaining and updating policies in accordance with Title 15 regulations. The Lead Jailer also serves as the primary point of contact for staff concerns and assist with the selection and training of newly hire Jaier
ESSENTIAL FUNCTIONS
The duties listed below are intended only as illustrations of the various types of work that may be performed. The omission of specific statements of duties does not exclude them from the position if the work is similar, related, or a logical assignment to this class.
1. Receives, processes, and searches prisoners.
2. Books, photographs, and fingerprints suspects; oversees permitted phone calls.
3. Maintains records related to suspects in custody.
4. Conducts safety checks and observes prisoners to ensure their health and welfare.
5. Issues meals and supplies; monitors and maintains inventory levels.
6. Returns prisoner property in accordance with established procedures.
7. Prepares and transports prisoners for court appearances; releases prisoners to court custody.
8. Performs routine housekeeping duties to maintain the facility, including weekends.
9. Accesses CAL-ID for proof of prisoner identification when required.
10. Fingerprints and registers parolees, sex offenders, and job applicants.
11. Provides day-to-day supervision, guidance, and technical directions to Jailers.
12. Assists with scheduling, training coordination, and addressing personnel-related issues.
13. Oversees the ordering and maintenance of supplies, equipment, and facility readiness for inspections.
14. Ensures compliance with Title 15 standards; updates and maintains jail policies and procedures.
15. Assists in the selection, onboarding, and training of newly hired Jailers.
16. Completes required 24-hour annual training and other mandated in-service training.
17. Performs related duties as required.
GENERAL QUALIFICATIONS
Knowledge of:
1. Principles and practices related to jail operations and custodial care.
2. Applicable laws, regulations, and standards, including Title 15 requirements.
3. Effective oral and written communication techniques, including proper English usage.
4. Recordkeeping methods and procedures used in custody operations.
5. Safety practices related to handling prisoners and maintaining a secure facility.
6. Interpersonal relations practices for working with the public and individuals in custody.
7. Use of computers, office software, and law-enforcement databases (proficiency desirable).
Ability to:
1. Process, monitor, and maintain the safety and well-being of people in custody.
2. Lead, guide, and support the work of Jailers on a daily.
3. Prepare clear and accurate reports and maintain detailed records.
4. Communicate effectively both orally and in writing.
5. Apply appropriate techniques in restraining and controlling combative individuals.
6. Work effectively under pressure and handle emergency situations calmly.
7. Interpret, apply, and explain policies, procedures, and regulations.
8. Establish and maintain cooperative relationships with staff, prisoners, court personnel, and the public.
9. Successfully pass an intensive background investigation.
MINIMUM QUALIFICATIONS
Education:
College level coursework from an accredited college or university in liberal arts, public administration, police science or a closely related field is desirable.
Experience:
Experience performing custodial care duties and/or working with the public in a responsible capacity.
Licenses/Certificates:
A valid California class C Driver's License with a satisfactory driving record is required. Must complete all required Title 15 training and any other mandated certifications.
SUPPLEMENTAL INFORMATION
Background:
Ability to successfully pass an intensive background investigation.
Physical Requirements:
Must possess the physical strength and ability necessary to restrain and control combative or uncooperative individuals. This position requires extensive and repetitive physical activity involving the arms, wrists, and hands, including writing and keyboard use. It also requires the physical abilities needed to read, write, and communicate effectively in a work environment, without the need for extraordinary physical strength or other exceptional physical qualifications.
Work Environment:
Work is performed in a secure custody facility with exposure to individuals who may be uncooperative, confrontational, or under the influence. Noise levels may vary. The position requires shift work, including nights, weekends, and holidays.
Equal Opportunity Employer:
Equal Employment Opportunity (EEO) / Americans with Disabilities Act (ADA): The City of West Covina is an Equal Opportunity Employer. In compliance with the Americans with Disabilities Act (ADA) compliant employer, dedicated to ensuring equal employment opportunities for all employees and applicants.
ADA Accommodation: The City will provide reasonable accommodation for qualified individuals with disabilities and encourage both prospective and current employees to discuss potential accommodation with the employer.
EXHIBIT B
REVISED SCHEDULE OF POSITIONS
Schedule of Positions (Revised 07.21.2026)
FY 2023-24
Actual
FY 2024-25
Actual
Original
Budget FY
2025-26
Estimated FY
2025-26
Adopted
Budget
FY2026-27
Administration
Full-time
ASSISTANT CITY MANAGER 2 1 2 2 2
ASSISTANT TO THE CITY MANAGER 0 1 1 1 1
CITY MANAGER 1 1 1 1 1
EXEC ASSISTANT TO CITY MANAGER 1 1 1 1 1
SR ADMINISTRATIVE ASSISTANT 1 1 1 1 1
Full-time Total 5 5 6 6 6
Administration Total 5 5 6 6 6
City Clerk
Full-time
ASSISTANT CITY CLERK 1 1 1 1 1
DEPUTY CITY CLERK 1 1 1 2 2
Full-time Total 2 2 2 3 3
Part-time
OFFICE ASSISTANT I 1 1 1 1 1
Part-time Total 1 1 1 1 1
City Clerk Total 3 3 3 4 4
Community Development
Full-time
ADMINISTRATIVE ASSISTANT I 1 1 1 1 1
ADMINISTRATIVE ASSISTANT II 1 1 1 1 1
ECON DEV PROJECT COORDINATOR 2 2 1 1 1
ECON DEV/HOUSING MANAGER 1 1 1 1 1
PLANNING ASSISTANT 1 1 1 1 1
PLANNING ASSOCIATE 1 1 1 1 1
PROJECT MANAGER 1 1 1 1 1
SR ADMINISTRATIVE ASSISTANT 1 1 1 1 1
COMM DEVELOPMENT DIRECTOR 0 0 0 0 1
DEPUTY COMM DEVELOP DIRECTOR 1 1 1 1 0
Full-time Total 10 10 9 9 9
Part-time
INTERN 1 1 1 2 1
OFFICE AIDE III 1 1 1 1 1
PLANNING AIDE 1 1 1 1 1
Part-time Total 3 3 3 4 3
Community Development Total 13 13 12 13 12
EXHIBIT B
Schedule of Positions (Revised 07.21.2026)
FY 2023-24
Actual
FY 2024-25
Actual
Original
Budget FY
2025-26
Estimated FY
2025-26
Adopted
Budget
FY2026-27
Community Services
Full-time
ADMINISTRATIVE ASSISTANT I 1 1 1 1 1
COMMUNITY SERVICES COORDINATOR* 5 5 5 5 5
DEPUTY COMM SVS DIRECTOR 1 1 1 1 1
HEAD COOK 1 1 1 1 1
RECREATION SERVICES SUPERVISOR 1 1 1 1 0
COMMUNITY SERVICES MANAGER 0 0 0 0 1
Full-time Total 9 9 9 9 9
Part-time
ASSISTANT COOK 1 1 1 1 1
DAY CARE DIRECTOR 3 3 3 3 3
DAY CARE TEACHER 3 3 3 3 3
OFFICE AIDE I 1 1 1 1 1
RECREATION LEADER* 35 35 35 35 43
RECREATION SITE COORDINATOR* 9 9 9 9 11
Part-time Total 52 52 52 52 62
Community Services Total 61 61 61 61 71
Finance
Full-time
ACCOUNTANT I 0 0 0 1 1
ACCOUNTING TECHNICIAN II 2 2 2 2 2
ACCOUNTANT II 2 2 2 1 1
ACCOUNTING MANAGER 0 0 1 1 1
ASSISTANT FINANCE DIRECTOR 1 1 1 1 1
COMPUTER SERVICES TECHNICIAN 1 1 1 1 1
FINANCE DIRECTOR 1 1 1 1 1
GIS ANALYST 1 1 1 1 1
INFORMATION TECH ANALYST I 1 1 1 1 1
PAYROLL SPECIALIST 2 2 2 0 0
PURCHASING MANAGER 1 1 1 1 1
SENIOR ACCOUNTANT 1 1 0 0 0
SR ADMINISTRATIVE ASSISTANT 1 1 1 1 1
PAYROLL ANALYST 0 0 0 1 1
PAYROLL SPECIALIST II 0 0 0 1 1
MEDIA PRODUCTION SPECIALIST 0 0 0 0 1
INFORMATION TECH MANAGER 1 1 1 1 1
Full-time Total 15 15 15 15 16
Part-time
CABLE PRODUCTION ASSISTANT 1 1 1 1 0
INTERN 1 1 1 1 1
USER SUPPORT SPECIALIST 1 1 1 1 1
Part-time Total 3 3 3 3 2
Finance Total 18 18 18 18 18
Schedule of Positions (Revised 07.21.2026)
FY 2023-24
Actual
FY 2024-25
Actual
Original
Budget FY
2025-26
Estimated FY
2025-26
Adopted
Budget
FY2026-27
Fire
Full-time
ADMINISTRATIVE AIDE 2 2 2 2 2
ASSISTANT FIRE CHIEF 3 3 3 3 3
FIRE CAPTAIN 15 15 15 15 15
FIRE CHIEF 1 1 1 1 1
FIRE ENGINEER 15 15 15 15 15
FIRE PROTECTION SPECIALIST 1 1 1 1 1
FIREFIGHTER 9 9 9 9 7
FIREFIGHTER/PARAMEDIC 27 27 27 27 29
MANAGEMENT ANALYST I 1 1 0 0 0
SR ADMINISTRATIVE ASSISTANT 1 1 1 0 0
DEPUTY FIRE MARSHAL 0 0 1 1 0
EXE ASSISTANT TO THE FIRE CHIEF 0 0 0 1 1
Full-time Total 75 75 75 75 74
Part-time
FIRE PROTECTION SPECIALIST 2 2 1 1 1
DEPUTY FIRE MARSHAL 0 0 0 0 1
Part-time Total 2 2 1 1 2
Fire Total 77 77 76 76 76
Human Resources
Full-time
HUMAN RESOURCES DIRECTOR 0 0 1 1 1
HUMAN RESOURCES MANAGER 1 1 1 1 1
HUMAN RESOURCES ANALYST I 1 1 1 1 1
SR HUMAN RESOURCES TECHNICIAN 1 1 1 1 1
HUMAN RESOURCES TECHNICIAN 0 1 0 0 0
Full-time Total 3 4 4 4 4
Part-time
OFFICE AIDE III 1 1 0 1 1
Part-time Total 1 1 0 1 1
Human Resources Total 4 5 4 5 5
Schedule of Positions (Revised 07.21.2026)
FY 2023-24
Actual
FY 2024-25
Actual
Original
Budget FY
2025-26
Estimated FY
2025-26
Adopted
Budget
FY2026-27
Police
Full-time
CODE ENFORCEMENT SUPERVISOR 1 1 1 1 1
COMMUNICATIONS MANAGER 1 1 1 1 1
COMMUNICATIONS SUPERVISOR 4 4 4 4 4
COMMUNITY SERVICES OFFICER 8 8 8 8 8
CRIMINAL JUSTICE RES ANALYST I 1 1 1 1 1
FORENSIC SPECIALIST SUPERVISOR 1 1 1 1 1
JAILER 6 6 6 6 4
LEAD JAILER 1 1 1 0 2
POLICE CAPTAIN 2 2 2 2 2
POLICE CHIEF 1 1 1 1 1
POLICE CORPORAL 17 17 17 17 17
POLICE LIEUTENANT 6 6 6 6 6
POLICE OFFICER 58 58 63 63 61
POLICE OFFICER RECRUIT 5 5 10 10 10
POLICE RECORDS MANAGER 1 1 1 1 1
POLICE RECORDS SPECIALIST I 5 5 5 3 3
POLICE RECORDS SPECIALIST II 2 2 2 4 4
POLICE RECORDS SUPERVISOR 1 1 1 1 1
POLICE SERGEANT 13 13 13 13 13
PUBLIC SAFETY DISPATCHER 8 8 8 8 6
SR ADMINISTRATIVE ASSISTANT 1 1 1 1 1
SR COMMUNICATIONS OPERATOR 4 4 4 4 4
VICTIM ADVOCATE 1 1 1 1 1
POLICE EXECUTIVE ADMINISTRATOR 0 0 0 1 1
POLICE JAIL SUPERVISOR 0 0 0 1 1
SENIOR ADMINISTRATIVE ASSISTANT 1 1 1 0 0
POLICE ADMIN SERVICES MANAGER 1 1 1 0 0
EXEC ASSISTANT TO THE POLICE CHIEF 0 0 0 1 1
Full-time Total 150 150 160 160 156
Part-time
OFFICE AIDE III 2 2 2 2 2
PD RESERVE COMMANDER 1 1 1 1 1
PD RESERVE OFFICER - LEVEL 1 1 1 1 1 2
PD RESERVE OFFICER - LEVEL 3 1 1 1 1 1
PD RESERVE SERGEANT - LEVEL 1 1 1 1 0 0
POLICE BACKGROUND INVESTIGATOR 3 3 3 3 3
POLICE CADET 9 9 9 9 9
PD RESERVE OFFICER - LEVEL II 1 1 1 2 2
PD RESERVE LIEUTENANT - LEVEL 1 0 0 0 0 1
Part-time Total 19 19 19 19 21
Police Total 169 169 179 179 177
Schedule of Positions (Revised 07.21.2026)
FY 2023-24
Actual
FY 2024-25
Actual
Original
Budget FY
2025-26
Estimated FY
2025-26
Adopted
Budget
FY2026-27
Public Safety
Full-time
CODE ENFORCEMENT DIRECTOR 1 1 1 1 1
CODE ENFORCEMENT MANAGER 0 0 1 1 1
CODE ENFORCEMENT SUPERVISOR 1 0 0 0 1
CODE ENFORCEMENT OFFICER 4 4 4 4 9
Full-time Total 6 5 6 6 12
Part-time
CODE ENFORCEMENT OFFICER 6 7 12 12 12
Part-time Total 6 7 12 12 12
Public Safety Total 12 12 18 18 24
Public Works
Full-time
ADMINISTRATIVE ASSISTANT II 1 1 1 1 0
BUILDING MAINT LEAD WORKER 1 1 1 1 1
ELECTRICIAN I 1 1 1 1 1
ELECTRICIAN II 1 1 1 1 1
EQUIPMENT OPERATOR 1 1 1 1 1
FLEET SERVICES COORDINATOR 0 1 1 0 1
MAINTENANCE LEAD WORKER 2 2 2 2 2
MAINTENANCE SVCS COORDINATOR 3 2 2 3 1
MAINTENANCE WORKER II 22 22 22 22 23
MAINTENANCE WORKER III 4 4 4 4 4
MANAGEMENT ANALYST I 1 1 1 1 1
OFFICE ASSISTANT I 0 0 0 0 1
PUBLIC WORKS SUPERINTENDENT 1 1 1 1 1
STREET MAINTENANCE SUPERVISOR 0 1 1 1 0
PUBLIC WORKS DIRECTOR 0 0 0 0 1
PUBLIC WORKS DEPUTY DIRECTOR 1 1 1 1 0
SENIOR MAINTENANCE SUPERVISOR 1 0 0 0 0
MANAGEMENT ANALYST II 0 0 0 0 1
Full-time Total 40 40 40 40 40
Part-time
MAINTENANCE ASSISTANT 1 1 1 1 0
OFFICE AIDE I 3 3 3 0 0
OFFICE AIDE III 0 0 0 2 1
Part-time Total 4 4 4 3 1
Public Works Total 44 44 44 43 41
Grand Total 406 407 421 423 434
*COMMUNITY SERVICES COORDINATOR- Only 4 positions were funded; 1 position remains unfunded. *RECREATION LEADER- Only 35 positions were funded; 8 position remains unfunded. *COMMUNITY SERVICES COORDINATOR - Only 9 positions were funded; 2 position remains unfunded.
ATTACHMENT NO. 4
CITY OF WEST COVINA
HUMAN RESOURCES COMMISSION
WEDNESDAY, July 8, 2026, 6:00 PM
SPECIAL MEETING
WEST COVINA CITY HALL
MANAGEMENT RESOURCE CENTER (MRC) ROOM 314
WEST COVINA, CALIFORNIA 91790
MINUTES
Chairman - HenryTorres
Vice Chair
Commissioner- Dr. Deirdre Carlock
Commissioner - Rosa Franco
Commissioner - Eddie Gomez
Commissioner - Sergio Verceles
AMERICANS WITH DISABILITIES ACT
The Commission complies with the Americans with Disabilities Act (ADA). If you will need special assistance at Commission Meetings, please call (626) 939-8433 (voice) or (626) 960-4422 (TTY) from 8:00 a.m. to 5:00 p.m.
Monday throughThursday, at least 48 hours prior to the meeting to make arrangements.
AGENDA MATERIAL
Agenda material is available for review at the West Covina City Clerk's Office, Room 317 in City Hall, 1444 W.
Garvey Avenue and at www.westcovina.org. Any writings or documents regarding any item on this agenda not exemptfrom public disclosure, provided to a majority of the Commission that is distributed less than 72 hours before the meeting, will be made available for public inspection in the City Clerk's Office, Room 317 of City Hall during normal business hours.
PUBLIC COMMENTS
ADDRESSINGTHE COMMUNITY AND SENIOR SERVICES COMMISSION
Any person wishing to addressthe Commission on any matter listed on the agenda or on any othermatter within their jurisdiction should complete a speaker card that is provided at the entrance to the Council Chambers and submit the card to the Commission Secretary Please identify on the speaker cardwhether you are speakingon an agenda item or non-agenda. Requests to speak on agenda items will be heard prior to requests to speak on non-agenda items. All comments are limited to three (3) minutes per speaker.
CALL TO ORDER at 6:07 p.m. by Chair Torres.
INVOCATION- Chair Torres
PLEDGE OF ALLEGIANCE- Chair Torres
ROLL CALL:
Commissioners Torres, Franco, Gomez andVerceles.
Staff Present: Roderick Wells, HR Manager/ Kevin Richard, HR Analyst
CLOSED SESSION
None.
REPORTING OUT FROM CLOSEDSESSION
None.
ORALCOMMUNICATIONS· Three (3) minutes per speaker
Renee Torres: Secretary for Mid-Management Employee Association (MMEA)
CHANGES TO THE AGENDA
1 Typo called into question by Assistant City Manager Roxanne Lerma. Item No. 2, Attachment No. 2, #7
APPROVAL OF MEETING MINUTES 4/8/2026 MEETING
Motion to Approve: Commissioner Franco
Second: Commissioner Torres
Motion to approve passes 4-0
ACTION ITEMSTO CITY MANAGER/CITY COUNCIL
None.
1) April 8, 2026, Human Resources Commission Meeting Minutes Motion to Approve Minutes.
Motion By: Commissioner Franco, 2nd by: Commissioner Torres, motion to approve carried by a vote of 4 to O with 1 absence.
AYES: Commissioner Torres, Franco, Gomez, andVerceles.
NOES: None.
ABSENT: One (1).
ABSTAIN: None.
NEW BUSINESS
2) CONSIDERATION OF EXECUTIVE ASSISTANT TO THE CITYMANAGERJOB
DESCRIPTION AND SALARY UPDATE FOR THE CITYMANAGER'S OFFICE Motion By: Commissioner Gomez, 2nd by: Commissioner Franco, motion carried by a vote of 4 to 0 with 1 absence.
AYES: Commissioner Torres, Franco, Gomez, and Verceles.
NOES: None.
ABSENT: One (1).
ABSTAIN: None.
3) CONSIDERATION OF UPDATE TO THE COMMUNITYSERVICES MANAGERJOB DESCRIPTION.
Motion By: Commissioner Gomez, 2nd by: Commissioner Verceles, motion to table item until the next meeting. Motion carried by a vote of 4 to O with 1 absence.
AYES: Commissioner Torres, Franco, Gomez and Verceles.
NOES: None.
ABSENT: One (1).
ABSTAIN: None.
4) CONSIDERATIONOF ESTABLISHINGANEW JOBDESCRIPTIONFORDEPUTYFIRE CHIEF POSITION.
Motion By: Commissioner Gomez, 2nd by: Commissioner Verceles, motion to approve. Motion carried by a vote of 4 to O with 1 absence.
AYES: Commissioner Torres, Franco, Gomez and Verceles.
NOES: None.
ABSENT: One (1).
ABSTAIN: None.
5) CONSIDERATION OF NAME CHANGE ONLYFROM ASSISTANT FIRE CHIEF TO FIRE BATTALION CHIEF.
Motion By: Commissioner Gomez, 2nd by: Commissioner Verceles, motion to approve. Motion carried by a vote of 4 to O with 1 absence.
AYES: Commissioner Torres, Franco, Gomez and Verceles.
NOES: None.
ABSENT: One (1).
ABSTAIN: None.
6) RECLASSIFICATION OF TWO (2) POLICE DEPARTMENT JAILER POSITIONS TO TWO (2) LEAD JAILER POSITIONS.
Motion By: Commissioner Gomez, 2nd by: Franco, motion to approve. Motion carried by a vote of 4 to O with 1 absence.
AYES: Commissioner Torres, Franco, Gomez and Verceles.
NOES: None.
ABSENT: One (1).
ABSTAIN: None.
DIRECTOR'S REPORT:
None.
COMMISSIONERS REPORTS:
None.
ADJOURNMENT at 6:57 p.m. by Chair Torres.
Upcoming Human Resources Commission Meeting
Regular Meeting, August 12, 2026, 6:00 PM
Regular Meeting, October 14, 2026, 6:00 PM
Regular Meeting, December 9, 2026, 6:00 PM
.
Attachment No. 5
CITY OF WEST COVINA
HUMAN RESOURCES COMMISSION
WEDNESDAY, APRIL 8, 2026, 6:00 PM
REGULAR MEETING
WEST COVINA CITY HALL
MANAGEMENT RESOURCE CENTER (MRC) ROOM 314
WEST COVINA, CALIFORNIA 91790
MINUTES
Chairman - Henry Torres
Vice Chair -
Commissioner - Dr. Deirdre Carlock
Commissioner - Rosa Franco
Commissioner - Sergio Verceles
AMERICANS WITH DISABILITIES ACT
The Commission complies with the Americans with Disabilities Act (ADA). If you will need special assistance at Commission Meetings, please call (626) 939-8433 (voice) or (626) 960-4422 (TTY) from 8:00 a.m. to 5:00 p.m.
Monday through Thursday, at least 48 hours prior to the meeting to make arrangements.
AGENDA MATERIAL
Agenda material is available for review at the West Covina City Clerk's Office, Room 317 in City Hall, 1444 W.
Garvey Avenue and at www.westcovina.org. Any writings or documents regarding any item on this agenda not exempt from public disclosure, provided to a majority of the Commission that is distributed less than 72 hours before the meeting, will be made available for public inspection in the City Clerk's Office, Room 317 of City Hall during normal business hours.
PUBLIC COMMENTS
ADDRESSING THE COMMUNITY AND SENIOR SERVICES COMMISSION Any person wishing to address the Commission on any matter listed on the agenda or on any other matter within their jurisdiction should complete a speaker card that is provided at the entrance to the Council Chambers and submit the card to the Commission Secretary
Please identify on the speaker card whether you are speaking on an agenda item or non-agenda. Requests to speak on agenda items will be heard prior to requests to speak on non-agenda items. All comments are limited to three (3) minutes per speaker.
CALL TO ORDER at 6:05 p.m. by Chair Torres.
INVOCATION
PLEDGE OF
ALLEGIANCE ROLL
CALL:
Commissioners Torres, Carlock, Franco and Verceles.
Staff Present: Carmelita Underwood, HR/Risk Director, Roderick Wells, HR Manager and Kevin Richard, HR Analyst
CLOSED SESSION
None.
REPORTING OUT FROM CLOSED SESSION
ORAL COMMUNICATIONS-Three (3) minutes per speaker
None.
CHANGES TO THE AGENDA
None.
APPROVAL OF MEETING MINUTES
None.
ACTION ITEMS TO CITY MANAGER/CITY COUNCIL
None.
NEW BUSINESS
1) CONSIDERATION OF NEW CLASSIFICATION - MEDIA PRODUCTION SPECIALIST It is recommended that the Human Resources Commission approve the new job description and salary grade for the Media Production Specialist position.
Motion By: Commissioner Franco, 2nd by: Commissioner Verceles, motion carried by a vote of 4 to O with O absent.
AYES: Commissioner Torres, Carlock, Franco and Verceles.
NOES: None.
ABSENT: None.
ABSTAIN: None.
2) CONSIDERATION OF EXECUTIVE ASSISTANT TO THE CITY MANAGER
JOB DESCRIPTION AND SALARY UPDATE FOR THE CITY MANAGER'S OFFICE
City staff pulled this item for a future meeting
3) CONSIDERATION OF UPDATE TO THE COMMUNITY SERVICES MANAGER
JOB DESCRIPTION
City staff pulled this item for a future meeting
4) CONSIDERATION OF NAME CHANGE ONLY FROM ASSISTANT FIRE CHIEF TO FIRE BATTALION CHIEF.
Motion By: Commissioner Franco, 2nd by: Commissioner Verceles, motion to table this item to revisit at a later meeting. Motion carried by a vote of 4 to O with O absence.
AYES: Commissioner Torres, Carlock, Franco and Verceles.
NOES: None.
ABSENT: None.
ABSTAIN: None.
DIRECTOR'S REPORT:
None.
COMMISSIONERS REPORTS:
None.
ADJOURNMENT at 6:52 p.m. by Chair Torres.
Upcoming Human Resources Commission Meeting
Regular Meeting, June 10. 2026, 6:00 PM
Regular Meeting, August 12, 2026, 6:00 PM
Regular Meeting, October 14, 2026, 6:00 PM
Regular Meeting, December 9, 2026, 6:00 PM
AGENDA ITEM NO. 6
AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: July 21, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: CONSIDERATION OF NEED TO CONTINUE EMERGENCY REPAIRS AT FIRE STATION 3
RECOMMENDATION:
It is recommended that the City Council review the emergency action for the emergency conditions at Fire Station 3 and adopt the following resolution:
RESOLUTION NO. 2026-81 – A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA, DETERMINING, BY AT LEAST A FOUR-FIFTHS VOTE OF
THE CITY COUNCIL, THAT THERE IS A NEED TO CONTINUE THE EMERGENCY ACTION AT FIRE STATION 3
BACKGROUND:
On April 7, 2026, the City Council adopted Resolution No. 2026-32 determining, by a unanimous vote of the City Council, that an emergency exists at Fire Station 3 due to a rodent infestation, that the emergency will not permit the competitive solicitation for bids, and directing and authorizing the Acting City Manager to cause emergency repairs to be performed and to take any directly related and immediate action required by the emergency.
Pursuant to Public Contract Code Section 22050(c), the City Council is required to review the emergency action at every regularly scheduled meeting until the action is terminated, to determine, by a four-fifths vote, that there is a need to continue that action. The City Council is also required to terminate the action at the earliest possible date that conditions warrant.
On April 21, 2026, the City Council adopted Resolution No. 2026-34, determining, by a unanimous vote of the City Council, that there was a need to continue the emergency action at Fire Station 3.
On May 5, 2026, the City Council adopted Resolution No. 2026-35, determining, by a unanimous vote of the City Council, that there was a need to continue the emergency action at Fire Station 3.
On May 19, 2026, the City Council adopted Resolution No. 2026-38, determining, by a four-fifths vote of the City Council, that there was a need to continue the emergency action at Fire Station 3.
On June 2, 2026, the City Council adopted Resolution No. 2026-50, determining, by a unanimous vote of the City Council, that there was a need to continue the emergency action at Fire Station 3.
On June 16, 2026, the City Council adopted Resolution No. 2026-55, determining, by a unanimous vote of the City Council, that there was a need to continue the emergency action at Fire Station 3 and clarifying that the City Manager has the same authority provided to the Acting City Manager pursuant to Resolution No. 2026-32.
On July 7, 2026, the City Council adopted Resolution No. 2026-76, determining, by a unanimous vote of the City Council, that there was a need to continue the emergency action at Fire Station 3.
DISCUSSION:
The Acting City Manager authorized staff to proceed with all necessary work under the emergency action to safeguard the immediate health and safety of personnel at Fire Station 3. As detailed in the April 7, 2026 staff report, the rodent infestation presented serious health and sanitation hazards, exposing firefighters to unsafe living and working conditions.
The City executed a Construction Services Agreement with Sunshine Pacific Group America, Inc. and repair work continues at Fire Station 3.
Public Works continues to coordinate closely with Fire Department Management and Fire Station 3 personnel to maintain safety during the construction process. Temporary accommodations continue to be provided.
As the repair work is ongoing, staff recommends that the City Council determine there is a need to continue the emergency action.
LEGAL REVIEW:
The City Attorney's Office has reviewed the resolution and approved it as to form.
OPTIONS:
The City Council has the following options:
1. Approve staff’s recommendation; or
2. Provide alternative direction.
Prepared by: Renee M. G. Chavez, Management Analyst I
Fiscal Impact
FISCAL IMPACT:
This is strictly an administrative item. Therefore, there is no fiscal impact associated with this action.
Attachments
Attachment No. 1 - Resolution No. 2026-81
CITY COUNCIL GOALS & OBJECTIVES: Protect Public Safety
Achieve Fiscal Sustainability and Financial Stability
A Well-Planned Community
ATTACHMENT NO. 1
RESOLUTION NO. 2026-81
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
WEST COVINA, CALIFORNIA, DETERMINING, BY AT
LEAST A FOUR-FIFTHS VOTE OF THE CITY COUNCIL,
THAT THERE IS A NEED TO CONTINUE THE
EMERGENCY ACTION AT FIRE STATION 3
The City Council of the City of West Covina hereby finds and declares as follows:
WHEREAS, Public Contract Code section 1102 defines an “emergency” as “a sudden, unexpected occurrence that poses a clear and imminent danger, requiring immediate action to prevent or mitigate the loss or impairment of life, health, property, or essential public services”; and
WHEREAS, pursuant to Public Contract Code section 22050(a)(1), in the case of an emergency, the City, pursuant to a four-fifths vote of the City Council, may repair or replace a public facility, take any directly related and immediate action required by that emergency, and procure the necessary equipment, services, and supplies for those purposes, without giving notice for bids to let contracts; and WHEREAS, pursuant to Public Contract Code section 22050(a)(2), before the City Council takes any action pursuant to paragraph (1), it shall make a finding, based on substantial evidence set forth in the minutes of its meeting, that the emergency will not permit a delay resulting from a competitive solicitation for bids, and that the action is necessary to respond to the emergency; and
WHEREAS, pursuant to Section 2-357(a) of the West Covina Municipal Code, in cases of an emergency, the City Council, after making a finding, based on substantial evidence set forth in the minutes of the meeting, that the emergency will not permit a delay resulting from a competitive solicitation for bids, and that the action is necessary to respond to the emergency, may, by a four-fifths (⅘) vote of the City Council, repair or replace a public facility, take any directly related and immediate action required by that emergency, and procure the necessary equipment, services, and supplies for those purposes, without giving notice for bids to let contracts; and WHEREAS, City staff recently identified a significant rodent and rat infestation within Fire Station 3; and
WHEREAS, the infestation poses a clear and imminent danger requiring immediate action to avoid health and safety issues; and WHEREAS, on April 7, 2026, the City Council adopted Resolution No. 2026-32, finding, by a unanimous vote of the City Council, that an emergency exists at Fire Station 3 which will not permit the competitive solicitation for bids and directing and authorizing the Acting City Manager to cause emergency repairs to be performed and to take any directly related and immediate action required by the emergency; and WHEREAS, pursuant to Public Contract Code section 22050(c), if the City Council orders emergency repairs, the City Council is required to review the emergency action at its next regularly scheduled meeting and at every regularly scheduled meeting thereafter until the action is terminated, to determine, by a four-fifths vote, that there is a need to continue the action, and to terminate the action at the earliest possible date that conditions warrant so that the remainder of the emergency action may be completed by a competitive solicitation for bids; and
WHEREAS, on April 21, 2026, the City Council adopted Resolution No. 2026-34, determining, by a unanimous vote of the City Council, that there was a need to continue the emergency action at Fire Station 3; and
WHEREAS, on May 5, 2026, the City Council adopted Resolution No. 2026-35, determining, by a unanimous vote of the City Council, that there was a need to continue the emergency action at Fire Station 3; and
WHEREAS, on May 19, 2026, the City Council adopted Resolution No. 2026-38, determining, by a four-fifths vote of the City Council, that there was a need to continue the emergency action at Fire Station 3: and
WHEREAS, on June 2, 2026, the City Council adopted Resolution No. 2026-50, determining, by a unanimous vote of the City Council, that there was a need to continue the emergency action at Fire Station 3; and
WHEREAS, on June 2, 2026, the City Council appointed the Acting City Manager as the City Manager; and
WHEREAS, on June 16, 2026, the City Council adopted Resolution No. 2026-55, determining, by a unanimous vote of the City Council, that there was a need to continue the emergency action at Fire Station 3 and clarifying that the City Manager has the same authority provided to the City Manager pursuant to Resolution No. 2026-32; and WHEREAS, on July 7, 2026, the City Council adopted Resolution No. 2026-76, determining, by a unanimous vote of the City Council, that there was a need to continue the emergency action at Fire Station 3.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA DOES HEREBY RESOLVE AS FOLLOWS:
SECTION 1. Based upon the information provided in the staff report accompanying this resolution, the City Council determines that there is a need to continue the emergency action at Fire Station 3.
SECTION 2. The City Manager shall report to the City Council at every regularly scheduled meeting until this emergency action is terminated the reasons justifying why the emergency continues to exist and whether there is a need to continue the emergency action.
SECTION 3. In accordance with Public Contract Code section 22050(c)(3), the City Council will terminate the emergency action at the earliest possible date that conditions warrant so that the remainder of the emergency action may be completed by a competitive solicitation for bids.
SECTION 4. The City Clerk shall certify to the adoption of this resolution and shall enter the same in the book of original resolutions and it shall become effective immediately.
APPROVED AND ADOPTED this 21st day of July, 2026.
Letty Lopez-Viado
Mayor
APPROVED AS TO FORM ATTEST
Thomas P. Duarte Lisa Sherrick, CMC
City Attorney Assistant City Clerk
I, LISA SHERRICK, CMC, ASSISTANT CITY CLERK of the City of West Covina, California, do hereby certify that the foregoing Resolution No. 2026-76 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 21st day of July, 2026, by the following vote of the City Council:
AYES:
NOES:
ABSENT:
ABSTAIN:
Lisa Sherrick, CMC
Assistant City Clerk
AGENDA ITEM NO. 7
AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: July 21, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: APPROVAL OF PURCHASE ORDER FOR FORD FLEET CARE FOR FISCAL YEAR 2026-2027 RECOMMENDATION:
It is recommended that the City Council:
Authorize the City Manager to issue a purchase order to Ford Fleet Care in the amount of $250,000 for vehicle repair and maintenance services utilizing the Sourcewell Cooperative Purchasing Agreement for Fiscal Year 2026-2027.
1. Authorize the City Manager to execute any purchase order change orders within the FY2026-2027 budget for Fund 365, Fleet Management.
2. BACKGROUND:
Since January 2018, the City has been utilizing Ford Fleet Care, a credit line provided by Ford Motor Company that enables billing for parts and services at authorized Ford dealerships. This program is particularly beneficial since the City’s fleet consists predominantly of Ford vehicles, 121 Ford and 80 non-Ford vehicles, some of which remain under the manufacturer’s warranty and thus require servicing at authorized Ford dealers.
Ford Fleet Care-participating dealerships are capable of servicing both Ford and many non-Ford vehicles. The City primarily uses vendors such as Performance Ford of West Covina, Puente Hills Ford, Ford of Upland and Ken Grody Ford for fleet maintenance and repairs.
The use of a cooperative purchasing agreement offers operational flexibility, complies with City procurement policies, and was competitively awarded. This arrangement serves the best interests of the City by streamlining service processes and providing cost-effective maintenance for its fleet, which primarily supports the Police and Public Works Departments.
DISCUSSION:
The City participates in multiple programs under the Sourcewell Cooperative Purchasing Agreement with Ford (Contract #080124-FMC, expiring 11/14/2028). These programs include the Ford Pro National Parts Discount Program and the Ford Fleet Advantage Program, which allows the City to purchase vehicles at fleet discount rates.
To manage its fleet efficiently, the City utilizes the Ford Fleet Care program, which consolidates monthly invoices into a single billing statement, replacing multiple individual repair orders and parts invoices. This ensures that all applicable discounts are applied consistently. The program supports fleets consisting of Ford, Lincoln, and Mercury vehicles, as well as non-Ford vehicles and trailers, and is accessible through Ford and Lincoln Dealerships and Quick Lane Tire & Auto Centers across the United States and Canada.
The City currently maintains a fleet of 201 vehicles under the Ford Fleet Care program, with model years ranging from 1996 through 2026. Of these, only 47 vehicles remain under Ford’s Bumper-to-Bumper Warranty, as they are less than three years old. The aging fleet and rising costs for parts and labor continue to significantly increase the City’s expenses for routine vehicle maintenance.
The following table shows expenditures for fleet auto repairs through Ford Fleet Care since utilizing the program :
FY19-20 $195,509 *
FY20-21 $170,551 *
FY21-22 $293,603
FY22-23 $405,166
FY23-24 $517,000
FY24-25 $364,272
FY25-26 $260,536
*These budget years reflect a decrease due to the COVID pandemic and a reduction to services.
Staff recommends that the City Council approve the issuance of an initial purchase order to Ford Fleet Care in the amount of $250,000 for vehicle repair and maintenance services. Any subsequent change orders shall not exceed the total budget allocation for vehicle repairs within Fund 365 - Fleet Management.
The proposed purchase will utilize the cooperative purchasing agreement that was competitively awarded in accordance with all applicable City policies, rules, and regulations. Leveraging this agreement is in the best interest of the City, providing both administrative efficiency and an economic advantage through pre-negotiated pricing and terms.
OPTIONS:
The City Council has the following options:
1.Approve staff’s recommendation; or
2.Provide alternative direction.
Prepared by: Renee M. G. Chavez, Management Analyst I
Fiscal Impact
FISCAL IMPACT:
Funds are budgeted for FY2026-27 under the Fleet Management Fund and are allocated back to departments based on actual usage. No additional appropriation is requested.
Account Number Account Name Adopted
FY2026-27
Budget
Ford Fleet
Purchase
Order
Remaining
FY 2026-27
Budget
365.522.61.52.67.00.63.63290 Other Vehicle Sublet
Repairs
$293,000 $250,000 $43,000
Attachments
Attachment No. 1 Ford Fleet Agreement
Attachment No. 2 Ford Contract 080124
Attachment No. 3 Summary Ford_ Contract 080124-FMC _ Sourcewell Attachment No. 4 Ford Fleet Care Brochure
Attachment No. 5 Ford 080124-FMC Pricing Sheet
CITY COUNCIL GOALS & OBJECTIVES: Protect Public Safety
Achieve Fiscal Sustainability and Financial Stability
Enhance City Image and Effectiveness
am+IFMM
4 Garvey Ave. #308
West Covina, CA 91790
Dear Mr. Martinez,
� I FORDFLEETCARE
Ford Motor Company
19855 W. Outer Drive
Suite 500 E
Dearborn, Ml 48124
FORD FLEET CARE ACCOUNT INFORMATION
Fleet Code: 014358/00000
Parts Billing Code: Q000FC14358
Billing Credit Limit: $140,000.00
90 Day 10% Discount Ends April 19, 2018
Congratulations and welcome to the Ford Fleet Care Program. With your enrollment, your company is now eligible to enjoy the benefits of consolidated billing. PLUS your company will receive a 10% discount on parts and services billed within 90 days of program enrollment'. *10% discount will be applied for 90 days from program enrollment on services using Ford and Motorcraft brand parts and billed through Ford Fleet Care. Discount excludes tax. Offer is valid for new account enrollments only. This offer can't be combined with any other Ford Motor Company parts rebate or service discount offer. Offer valid in U.S. only. Void where prohibited. Ford Motor Company reserves the right to modify or cancel this offer without prior notice.
The program allows you the flexibility to visit a participating Ford and Lincoln Dealer or Quicklane Tire & Auto Center nationwide, and have all invoicing pass to you in a convenient monthly bill. In addition, enrollment includes access to a National Glass Program of over 4,000 vendors, as well as Enhanced Roadside Assistance.
Details on all of our available support programs can be found in the enclosed literature as well as on line at www.fleetcare.ford.com.
If you haven't already made arrangements for electronic transactions, you may also want to review the information on our Electronic Billing and the Electronic Funds Transfer payment option. It provides a safe, fast payment method and may reduce per-transaction costs.
The Ford Fleet Care website is available to help you manage your account. Detailed business reports are available for accounts with a Ford Fleet Identification Number (FIN) and secure web single log on (WSL) ID. To review FIN requirements, or to apply, please select contact us at www.fleetcare.ford.com. You can use these reports for tracking and maintaining a history of your vehicle service repairs or parts purchases.
Program terms are outlined in the enclosed Ford Fleet Care Agreement Provisions. Please note service fees are applied to late payments, and disputes need to be submitted in writing within 30 days. Guidelines on disputing billing charges to your account can be viewed on line; please refer to the agreement provisions or to "Billing Disputes - Frequently Asked Questions" at the information tab of the www.fleetcare.ford.com site.
Ford Fleet Care is committed to sustaining your vehicle support needs. If you have any questions you can reach us at Ford Fleet Program Headquarters Monday - Friday, 8:30 am - 5:00 pm EST by dialing 800-367-3221 or by emailing us at [email protected].
Don't delay, start saving 10% today!
Ford Fleet Program Headquarters
FL 70A
08/17/2016
ATTACHMENT NO. 1
Ford Fleet Care Program Agreement
DEFINITION OF FORD MOTOR COMPANY ("FORD") FORD FLEET CARE CONSOLIDATED BILLING AND PARTS PURCHASE PROGRAM. Acceptance into the Ford Fleet Care Consolidated Billing and Parts Purchase Programs is at the sole discretion of Ford. Additional information (such as corporate, vender or state forms) may be required prior to enrollment. Upon acceptance into the Ford Fleet Care Consolidated Billing Program or Ford Fleet Care Parts Purchase Program, Ford will establish a billing account and pay participating Ford or Lincoln dealerships, Quick Lane Tire & Auto Centers or any Ford authorized program service provider in the USA or Ford and Ford-Lincoln dealerships or Quick Lane Tire & Auto Centres in Canada (collectively referred to as "Ford Fleet Care Service Providers") for repair, maintenance service, parts or accessories, Ford Protect Extended Service Plans, Rotunda shop equipment, or Ford Fleet Training purchases on behalf of the approved fleet company ("Fleet Company") in accordance with the Ford Fleet Care Program Agreement provisions set out herein.
ELIGIBILITY AND AGREEMENT PERIOD. Eligibility for the Ford Fleet Care Consolidated Billing Program is in effect from the issue date of the Ford Fleet Care Program acceptance letter, and is valid for the duration of the fleet company's enrollment in the Program. Eligibility for the Ford Fleet Care Parts Purchase Program is in effect from the issue date of the Parts Purchase membership card and is valid for the duration of the Fleet Company's enrollment in the Ford Fleet Care Parts Purchase Program.
Enrollment for both programs is renewed annually with then current provisions, unless notified and agreed to otherwise. Ford Fleet Care billing services may not be used for non- Ford vehicle components and/or operating systems on vehicles not owned, leased and operated by the approved fleet company, including Ford Qualified Vehicle Modifiers.
WHERE TO GO FOR SERVICE OR PARTS PURCHASES. All Ford Fleet Care Service Providers can perform repairs or maintenance services under the terms of the Ford Fleet Care Consolidated Billing Program. Parts may be purchased under the terms of the Ford Fleet Care Parts Purchase Program from all participating Ford or Lincoln dealerships in the USA or Ford and Ford-Lincoln dealerships in Canada. Certain parts or services may not be available for non-Ford vehicles. Motorcraft brand parts and fluids may be available from participating Ford Authorized Distributors.
PROGRAM CREDIT LIMIT AND MAXIMUM AUTHORIZED REPAIR AMOUNT.
Credit Limit: A maximum credit limit will be established for the Fleet Company based on a credit history evaluation and vehicle enrollment. Credit limits may be adjusted (increased/decreased) based on program activity and vehicles enrolled. Services or purchases that exceed the Fleet Company’s credit limit may result in suspension of Ford Fleet Care billing privileges. As a result, additional services or purchases may be denied until payment has been made. Requests for credit limit increase may be sent in writing to Ford Fleet Care Administration at the correspondence address identified below.
Ford Fleet Care Consolidated Billing Program: Should the total cost of repairs exceed the authorized limit, the Ford Fleet Care Service Provider will contact the Fleet Company for authorization, which shall be evidenced by the issuance of a purchase order or approval number, prior to proceeding with the repair. The authorization limit is set by the Fleet Company at the time of enrollment as Repair Prior Approval and generally will not exceed $500.00. The authorization limit may be modified at Ford's sole discretion by submission of a written request to the correspondence address below at a later date. Repairs that are less than the authorization limit are deemed to be authorized repairs. The Fleet Company is responsible for payment of all authorized repairs.
Ford Fleet Care Parts Purchase Program: All parts purchases shall require authorization for purchase from the Fleet Company, which shall be evidenced by the issuance of a purchase order or approval number. The Fleet Company is responsible for payment on all authorized parts purchases.
FORD FLEET CARE NATIONAL PROGRAMS. Ford Fleet Care may offer national programs as part of the Consolidated Billing program, such as Glass and Roadside programs (available only in the U.S.). The Fleet Company is automatically enrolled in Ford Fleet Care national programs as they become available. Services provided under the Ford Fleet Care national programs do not require prior approval from the Fleet Company, even if the charges exceed the established maximum authorized repair amount.
Additional information is available at www.fleetcare.ford.com.
ACCOUNT RESPONSIBILITIES FOR SERVICE AND MAINTENANCE OR PARTS PURCHASES. The Fleet Company is responsible for ensuring that: (1) Tax Exempt information, if applicable, is provided at time of service or purchase. (2) The requested work has been completed or the required part(s) have been received, (3) The repair or purchase order contains the correct name, VIN or account code, odometer reading and repair or purchase date and (4) The repair or purchase order is signed and dated or otherwise documented and a copy is retained for the Fleet Company's records. (5) VIN enrollment is accurate and additions and deletions are required in a timely basis. Failure to do so may result in charges on vehicles no longer owned or operated by the fleet.
STATEMENT OF ACCOUNT, INVOICE AND SUMMARY. Each billing period, Ford will post online or send the Fleet Company a summary and detail of individual charges, an invoice tallying monthly charges and a statement of account that includes billing and payment activity from the previous billing period. Online billing documents are available at www.fleetcare.ford.com. Documents without billing charges are not posted online or sent to the Fleet Company.
FOREIGN EXCHANGE. USA/Canadian currency exchange will be calculated based on the Ford bookkeeping rate at the time of the repair or parts purchase, as the case may be, with no service fees charged.
CHARGES AND FEES. Ford will bill the fleet company for their authorized repairs and services (including Prior Approval repair values) not covered by the New Vehicle Limited Warranty, Ford Protect Extended Service Plan (ESP), or other Ford program, and for parts and products purchased using an assigned Ford Fleet Care billing account number. Approved deviations from the standard services outlined in this agreement may result in additional charges to the Fleet Company's account. Service requests that may cause additional charges may include, but are not limited to: Requests for customized data reports, billing reprint requests, alternative billing services (i.e. EDI, third party billing services) or express mailing of billing documentation. Additionally, approved payment terms extended beyond net thirty days may result in additional charges.
PAYMENT. The Fleet Company shall pay Ford the amount stated on the invoice by the specified due date. At Ford's sole discretion, existing credit on account may be applied to subsequent billing, thereby reducing the amount owed. This will be reflected on the Fleet Company's statement of account, which is provided with the current billing period's invoice. In the event of nonpayment in whole or in part, Ford reserves the right to suspend or cancel Ford Fleet Care billing privileges upon written notice to the Fleet Company. Ford reserves the right to seek payment by any legal means it deems appropriate, including the right to offset against and redirect payments of any amounts otherwise payable to the Fleet Company by Ford (e.g. Competitive Price Allowance (CPA), Government Price Concession (GPC), etc.). Delinquent payment may be reported to national credit bureaus.
LATE PAYMENT FEE. Charges not disputed in writing or not paid in full by the specified invoice due date will be subject to a late fee at the standard rate of 4%, calculated and compounded monthly from the invoice due date until payment is received in full. Disputed charges will be exempt from the monthly service fee provided payment is made within 30 days from the time the dispute is resolved. The Fleet Company will be responsible for late fees incurred on delinquent invoices as a result of a failure to identify vendor approval steps or documentation required to facilitate payment. Additionally, approved payment terms extended beyond net thirty days may incur a late payment fee higher than the standard rate.
DISPUTED CHARGES. The Fleet Company MUST submit in writing inquiries and applicable copies of disputed charges within 30 days of the date of the invoice. Charges not disputed within 30 days of the date of invoice will become the responsibility of the Fleet Company. Disputed charges must include the Fleet Company name and account number, the dollar amount being disputed, and a description of the dispute and any supporting documentation. Submitting disputed invoices immediately may help in avoiding interruption of Ford Fleet Care service. Ford Fleet Care is a billing service only, so Ford will only correct errors made by Ford. Ford shall not be responsible for any misrepresentation of the Ford Fleet Care program and its features by a Ford Fleet Care Service Provider, any claims that work was not actually provided by the Ford Fleet Care Service Provider, or that the Ford Fleet Care Service Provider inaccurately or improperly performed the work. The Fleet Company should contact the Ford Fleet Care Service Provider directly to resolve these types of disputes. Ford makes no warranty or representation regarding the work performed by the Ford Fleet Care Service Providers or the parts and services provided by the Ford Fleet Care Service Providers, except to the extent that any purchased parts or accessories may be subject to an express Ford product warranty.
TO CANCEL FORD FLEET CARE ENROLLMENT. The Fleet company MUST notify Ford's Ford Fleet Care Administration in writing as soon as: (1) An enrolled vehicle is taken out of service, (2) Ford Fleet Care is no longer desired on a vehicle, or, (3) the Consolidated Billing or Parts Purchase account is no longer desired. The request must include the Fleet Company account code and specific VIN information if applicable. The enrollment cancellation process generally takes 10 business days from Ford's receipt of the request. The Fleet Company will be charged and responsible for all repairs performed on vehicles and/or parts purchases until Ford Fleet Care Administration completes the cancellation process. To avoid being charged, the Fleet Company should instruct drivers to refrain from receiving service or purchasing parts through Ford Fleet Care while the enrollment cancellation is in process. Confirmation of enrollment cancellation will be provided to the Fleet Company upon completion.
TERMINATION AND CHANGES TO FORD FLEET CARE PROGRAM AGREEMENT. In addition to any other termination rights specified herein, Ford shall have the right to terminate the Ford Fleet Care Program Agreement with the fleet company at any time, with or without cause, upon providing thirty (30) days prior written notice to the fleet company. Additionally, Ford shall have the right to change the Program Agreement at any time and such changes shall be effective upon Ford providing thirty (30) days prior written notice to the fleet company.
CORRESPONDENCE. Please direct all inquiries to Ford Fleet Care Headquarters as follows:
Phone: (800) 367-3221
Fax:
Email:
Mail:
(313) 390-3555
[email protected]
19855 W. Outer Drive Suite #500
Garrison Place East
Dearborn, MI 48124
PRIVACY STATEMENT. Ford’s full privacy policy is available at www.fleetcare.ford.com for review.
080124-FMC
v052824 1
MASTER AGREEMENT #080124
CATEGORY: OEM Vehicle Parts and Supplies
SUPPLIER: Ford Motor Company
This Master Agreement (Agreement) is between Sourcewell, ĂDŝŶŶĞƐŽƚĂƐĞƌǀŝĐĞĐŽŽƉĞƌĂƟǀĞlocated at 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Ford Motor Company, One American Road, Dearborn, MI 48216 (Supplier).
Sourcewell ŝƐĂůŽĐĂůŐŽǀĞƌŶŵĞŶƚĂŶĚƐĞƌǀŝĐĞĐŽŽƉĞƌĂƟǀĞĐƌĞĂƚĞĚƵŶĚĞƌƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨ DŝŶŶĞƐŽƚĂ;DŝŶŶĞƐŽƚĂ^ƚĂƚƵƚĞƐ^ĞĐƟŽŶϭϮϯ͘ϮϭͿŽīĞƌŝŶŐ a CŽŽƉĞƌĂƟǀĞPurchasing Program to eligible ƉĂƌƟĐŝƉĂƟŶŐŐŽǀĞƌŶŵĞŶƚĞŶƟƟĞƐ.
Under this Master Agreement entered with Sourcewell, Supplier will provide /ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ to WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐƚŚƌŽƵŐŚ^ŽƵƌĐĞǁĞůů͛ƐCŽŽƉĞƌĂƟǀĞPurchasing Program. ƌƟĐůĞϭ͗
General Terms
dŚĞ'ĞŶĞƌĂůdĞƌŵƐŝŶƚŚŝƐƌƟĐůĞϭĐŽŶƚƌŽůƚŚĞŽƉĞƌĂƟŽŶŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůů and Supplier and apply to all ƚƌĂŶƐĂĐƟŽŶƐĞŶƚĞƌĞĚďLJ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ͘^ƵďƐĞƋƵĞŶƚ
ƌƟĐůĞƐƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚĐŽŶƚƌŽůƚŚĞƌŝŐŚƚƐĂŶĚŽďůŝŐĂƟŽŶƐĚŝƌĞĐƚůLJďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ ^ƵƉƉůŝĞƌ;ƌƟĐůĞϮͿ͕ĂŶĚďĞƚǁĞĞŶ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJ;ƌƟĐůĞϯͿ͕ƌĞƐƉĞĐƟǀĞůLJ͘dŚĞƐĞƌƟĐůĞϭ
'ĞŶĞƌĂůdĞƌŵƐĐŽŶƚƌŽůŽǀĞƌĂŶLJĐŽŶŇŝĐƟŶŐƚĞƌŵƐ͘tŚĞƌĞƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚŝƐƐŝůĞŶƚŽŶĂŶLJƐƵďũĞĐƚ͕ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĂŶĚ^ƵƉƉůŝĞƌƌĞƚĂŝŶƚŚĞĂďŝůŝƚLJƚŽŶĞŐŽƟĂƚĞŵƵƚƵĂůůLJĂĐĐĞƉƚĂďůĞƚĞƌŵƐ. 1) Purpose. Pursuant to Minnesota law, tŚĞ^ŽƵƌĐĞǁĞůůŽĂƌĚŽĨŝƌĞĐƚŽƌƐŚĂƐĂƵƚŚŽƌŝnjĞĚ ĂŽŽƉĞƌĂƟǀĞ Purchasing Program designed to provide PĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐǁŝƚŚĂĐĐĞƐƐƚŽĐŽŵƉĞƟƟǀĞůLJĂǁĂƌĚĞĚ
ĐŽŽƉĞƌĂƟǀĞƉƵƌĐŚĂƐŝŶŐagreements͘dŽĨĂĐŝůŝƚĂƚĞƚŚĞWƌŽŐƌĂŵ͕^ŽƵƌĐĞǁĞůůhas awarded Supplier this ĐŽŽƉĞƌĂƟǀĞƉƵƌĐŚĂƐŝŶŐDĂƐƚĞƌŐƌĞĞŵĞŶƚĨŽůůŽǁŝŶŐĂĐŽŵƉĞƟƟǀĞƉƌŽĐƵƌĞŵĞŶƚƉƌŽĐĞƐƐŝŶƚĞŶĚĞĚƚŽ ŵĞĞƚĐŽŵƉůŝĂŶĐĞƐƚĂŶĚĂƌĚƐŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚDŝŶŶĞƐŽƚĂůĂǁĂŶĚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐĐŽŶƚĂŝŶĞĚ herein.
2) Intent. dŚĞŝŶƚĞŶƚŽĨƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚŝƐƚŽĚĞĮŶĞƚŚĞƌŽůĞƐŽĨ^ŽƵƌĐĞǁĞůů͕^ƵƉƉůŝĞƌ͕ĂŶĚ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĂƐŝƚƌĞůĂƚĞƐƚŽ^ŽƵƌĐĞǁĞůů͛ƐŽŽƉĞƌĂƟǀĞWƵƌĐŚĂƐŝŶŐWƌŽŐƌĂŵ͘ ϯͿ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĐĐĞƐƐ͘ ^ŽƵƌĐĞǁĞůů͛ƐCŽŽƉĞƌĂƟǀĞPurchasing Program Master Agreements are ĂǀĂŝůĂďůĞƚŽĞůŝŐŝďůĞƉƵďůŝĐĂŐĞŶĐŝĞƐ;WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐͿ. WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͛ƐĂƵƚŚŽƌŝƚLJƚŽĂĐĐĞƐƐ
^ŽƵƌĐĞǁĞůů͛ƐCŽŽƉĞƌĂƟǀĞPurchasing PƌŽŐƌĂŵŝƐĚĞƚĞƌŵŝŶĞĚƚŚƌŽƵŐŚƚŚĞůĂǁƐŽĨŝƚƐƌĞƐƉĞĐƟǀĞ ũƵƌŝƐĚŝĐƟŽŶ͘
4) Supplier Access. dŚĞ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐŽīĞƌĞĚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŵĂLJďĞŵĂĚĞĂǀĂŝůĂďůĞƚŽĂŶLJ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͘^ƵƉƉůŝĞƌƵŶĚĞƌƐƚĂŶĚƐƚŚĂƚĂWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͛ƐƵƐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƐĂƚƚŚĞ
WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͛ƐƐŽůĞĐŽŶǀĞŶŝĞŶĐĞ͘^ƵƉƉůŝĞƌǁŝůůĞĚƵĐĂƚĞŝƚƐƐĂůĞƐĂŶĚƐĞƌǀŝĐĞĨŽƌĐĞƐĂďŽƵƚ Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 ATTACHMENT NO. 2
080124-FMC
v052824 2
^ŽƵƌĐĞǁĞůůĞůŝŐŝďŝůŝƚLJƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚƌĞƋƵŝƌĞĚĚŽĐƵŵĞŶƚĂƟŽŶ͘^ƵƉƉůŝĞƌǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌ ĞŶƐƵƌŝŶŐƐĂůĞƐĂƌĞǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ.
5) Term. dŚŝƐŐƌĞĞŵĞŶƚŝƐĞīĞĐƟǀĞƵƉŽŶƚŚĞĚĂƚĞŽĨƚŚĞĮŶĂůƐŝŐŶĂƚƵƌĞďĞůŽǁ͘dŚĞƚĞƌŵŽĨƚŚŝƐ ŐƌĞĞŵĞŶƚŝƐĨŽƵƌ;ϰͿLJĞĂƌƐĨƌŽŵƚŚĞĞīĞĐƟǀĞĚĂƚĞ͘dŚĞŐƌĞĞŵĞŶƚĞdžƉŝƌĞƐĂƚϭϭ͗ϱϵW͘D͘ĞŶƚƌĂů Time on November 14, 2028, ƵŶůĞƐƐŝƚŝƐĐĂŶĐĞůůĞĚŽƌĞdžƚĞŶĚĞĚĂƐĚĞĮŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͘ a) Extensions. Sourcewell and Supplier may agree to up to three ;ϯͿ ĂĚĚŝƟŽŶĂůŽŶĞ-year extensions ďĞLJŽŶĚƚŚĞŽƌŝŐŝŶĂůĨŽƵƌ-LJĞĂƌƚĞƌŵ͘dŚĞƚŽƚĂůƉŽƐƐŝďůĞůĞŶŐƚŚŽĨƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞƐĞǀĞŶ(7) LJĞĂƌƐĨƌŽŵƚŚĞĞīĞĐƟǀĞĚĂƚĞ͘
b)
džĐĞƉƟŽŶĂůŝƌĐƵŵƐƚĂŶĐĞƐ͘ ^ŽƵƌĐĞǁĞůůƌĞƚĂŝŶƐƚŚĞƌŝŐŚƚƚŽĐŽŶƐŝĚĞƌĂĚĚŝƟŽŶĂůĞdžƚĞŶƐŝŽŶƐĂƐ ƌĞƋƵŝƌĞĚƵŶĚĞƌĞdžĐĞƉƟŽŶĂůĐŝƌĐƵŵƐƚĂŶĐĞƐ͘
6) Survival of Terms. EŽƚǁŝƚŚƐƚĂŶĚŝŶŐƚŚĞƚĞƌŵŝŶĂƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕ƚŚĞŽďůŝŐĂƟŽŶƐŽĨƚŚŝƐ ŐƌĞĞŵĞŶƚǁŝůůĐŽŶƟŶƵĞƚŚƌŽƵŐŚƚŚĞƉĞƌĨŽƌŵĂŶĐĞƉĞƌŝŽĚŽĨĂŶLJƚƌĂŶƐĂĐƟŽŶĞŶƚĞƌĞĚbetween ^ƵƉƉůŝĞƌĂŶĚĂŶLJWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJďĞĨŽƌĞƚŚĞƚĞƌŵŝŶĂƟŽŶĚĂƚĞ͘
7) Scope. ^ƵƉƉůŝĞƌŝƐĂǁĂƌĚĞĚĂDĂƐƚĞƌŐƌĞĞŵĞŶƚƚŽƉƌŽǀŝĚĞƚŚĞƐŽůƵƟŽŶƐŝĚĞŶƟĮĞĚŝŶRFP 080124 to WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ͘/Ŷ^ĐŽƉĞƐŽůƵƟŽŶƐŝŶĐůƵĚĞ͗K
DsĞŚŝĐůĞWĂƌƚƐĂŶĚ^ƵƉƉůŝĞƐ͘
a. KƌŝŐŝŶĂůĞƋƵŝƉŵĞŶƚŵĂŶƵĨĂĐƚƵƌĞƌ;K
DͿƌĞƉĂŝƌ͕ƌĞƉůĂĐĞŵĞŶƚ͕ŵĂŝŶƚĞŶĂŶĐĞƉĂƌƚƐ͕ƐƵƉƉůŝĞƐ͕ĂŶĚ ƐĞƌǀŝĐĞƐĨŽƌ͗
i. ƵƚŽŵŽďŝůĞƐ͕^hsƐ͕ǀĂŶƐ͕ůŝŐŚƚƚƌƵĐŬ͕ůĂƐƐϯ-ϴĐŚĂƐƐŝƐĂŶĚĞƋƵŝƉŵĞŶƚ͕ďƵƐ͕ĂŶĚ motorcycles; and
ii. ůůĞŶŐŝŶĞĂŶĚƉŽǁĞƌƚƌĂŝŶƚLJƉĞƐƐƵĐŚĂƐ͗ŐĂƐŽůŝŶĞ͕ĚŝĞƐĞů͕ĐŽŵƉƌĞƐƐĞĚŶĂƚƵƌĂůŐĂƐ (CNG), propane, electric, and hybrid.
8) /ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ͘ ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůƚŽƚŚĞĂďŽǀĞƌĞĨĞƌĞŶĐĞĚZ&Wis incorporated into this Master ŐƌĞĞŵĞŶƚ͘KŶůLJƚŚŽƐĞ^ŽůƵƟŽŶƐŝŶĐůƵĚĞĚǁŝƚŚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůĂŶĚǁŝƚŚŝŶ^ĐŽƉĞ;/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐͿĂƌĞŝŶĐůƵĚĞĚǁŝƚŚŝŶƚŚĞŐƌĞĞŵĞŶƚĂŶĚŵĂLJďĞŽīĞƌĞĚƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ.
9) /ŶĚĞĮŶŝƚĞYƵĂŶƟƚLJ͘ dŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚĚĞĮŶĞƐĂŶŝŶĚĞĮŶŝƚĞƋƵĂŶƟƚLJŽĨƐĂůĞƐƚŽĞůŝŐŝďůĞ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ.
10) WƌŝĐŝŶŐ͘ WƌŝĐŝŶŐŝŶĨŽƌŵĂƟŽŶ;ŝŶĐůƵĚŝŶŐWƌŝĐŝŶŐĂŶĚĞůŝǀĞƌLJĂŶĚWƌŝĐŝŶŐKīĞƌĞĚtĂďůĞƐͿĨŽƌĂůů/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐǁŝƚŚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůŝƐŝŶĐŽƌƉŽƌĂƚĞĚŝŶƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚ͘ 11) EŽƚƚŽ
džĐĞĞĚWƌŝĐŝŶŐ͘ Suppliers may not exceed the prices listed in the current Pricing List ŽŶĮůĞ with Sourcewell ǁŚĞŶŽīĞƌŝŶŐ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ͘WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐŵĂLJ
ƌĞƋƵĞƐƚĂĚũƵƐƚŵĞŶƚƐƚŽƉƌŝĐŝŶŐĚŝƌĞĐƚůLJĨŽƌŵ^ƵƉƉůŝĞƌĚƵƌŝŶŐƚŚĞŶĞŐŽƟĂƟŽŶĂŶĚĞdžĞĐƵƟŽŶŽĨĂŶLJ ƚƌĂŶƐĂĐƟŽŶ.
12) Open Market. ^ƵƉƉůŝĞƌ͛ƐŽƉĞŶŵĂƌŬĞƚƉƌŝĐŝŶŐprocess is included within its Proposal.
Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 080124-FMC
v052824 ϯ
ϭϯͿ ^ƵƉƉůŝĞƌZĞƉƌĞƐĞŶƚĂƟŽŶƐ͗
i) Compliance. Supplier represents and warrants it will provide all Included ^ŽůƵƟŽŶƐ ƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŝŶĨƵůůĐŽŵƉůŝĂŶĐĞǁŝƚŚĂƉƉůŝĐĂďůĞĨĞĚĞƌĂů͕ƐƚĂƚĞ͕ĂŶĚůŽĐĂůůĂǁƐĂŶĚ ƌĞŐƵůĂƟŽŶƐ͘
ii) Licenses. ƐĂƉƉůŝĐĂďůĞ͕^ƵƉƉůŝĞƌǁŝůůŵĂŝŶƚĂŝŶĂǀĂůŝĚƐƚĂƚƵƐŽŶĂůůƌĞƋƵŝƌĞĚĨĞĚĞƌĂů͕ƐƚĂƚĞ͕ ĂŶĚůŽĐĂůůŝĐĞŶƐĞƐ͕ďŽŶĚƐ͕ĂŶĚƉĞƌŵŝƚƐƌĞƋƵŝƌĞĚĨŽƌƚŚĞŽƉĞƌĂƟŽŶŽĨ^ƵƉƉůŝĞƌ͛ƐďƵƐŝŶĞƐƐǁŝƚŚ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ͘WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐŵĂLJƌĞƋƵĞƐƚĂůůƌĞůĞǀĂŶƚĚŽĐƵŵĞŶƚĂƟŽŶĚŝƌĞĐƚůLJĨƌŽŵ Supplier.
iii) Supplier Warrants. Supplier warrants that all Included ^ŽůƵƟŽŶƐĨƵƌŶŝƐŚĞĚƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚĂƌĞĨƌĞĞĨƌŽŵůŝĞŶƐĂŶĚĞŶĐƵŵďƌĂŶĐĞƐ͕ĂŶĚĂƌĞĨƌĞĞĨƌŽŵĚĞĨĞĐƚƐŝŶĚĞƐŝŐŶ͕ŵĂƚĞƌŝĂůƐ͕ ĂŶĚǁŽƌŬŵĂŶƐŚŝƉ͘/ŶĂĚĚŝƟŽŶ͕^ƵƉƉůŝĞƌǁĂƌƌĂŶƚƐƚŚĞ^ŽůƵƟŽŶƐĂƌĞƐƵŝƚĂďůĞĨŽƌĂŶĚǁŝůůƉĞƌĨŽƌŵ in accordance with the ordinary uƐĞĨŽƌǁŚŝĐŚƚŚĞLJĂƌĞŝŶƚĞŶĚĞĚ͘ 14) ĂŶŬƌƵƉƚĐLJEŽƟĐĞƐ͘ ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐŝƚŝƐŶŽƚĐƵƌƌĞŶƚůLJŝŶĂďĂŶŬƌƵƉƚĐLJƉƌŽĐĞĞĚŝŶŐ͘ ^ƵƉƉůŝĞƌŚĂƐĚŝƐĐůŽƐĞĚĂůůĐƵƌƌĞŶƚĂŶĚĐŽŵƉůĞƚĞĚďĂŶŬƌƵƉƚĐLJƉƌŽĐĞĞĚŝŶŐƐǁŝƚŚŝŶƚŚĞƉĂƐƚƐĞǀĞŶLJĞĂƌƐ ǁŝƚŚŝŶŝƚƐWƌŽƉŽƐĂů͘^ƵƉƉůŝĞƌŵƵƐƚƉƌŽǀŝĚĞŶŽƟĐĞŝŶǁƌŝƟŶŐƚŽ^ŽƵƌĐĞǁĞůůŝĨŝƚĞŶƚĞƌƐĂďĂŶŬƌƵƉƚĐLJ ƉƌŽĐĞĞĚŝŶŐĂƚĂŶLJƟŵĞĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘ 15) Debarment and Suspension. ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐĂƌĞ ƉƌĞƐĞŶƚůLJĚĞďĂƌƌĞĚ͕ƐƵƐƉĞŶĚĞĚ͕ƉƌŽƉŽƐĞĚĨŽƌĚĞďĂƌŵĞŶƚ͕ĚĞĐůĂƌĞĚŝŶĞůŝŐŝďůĞ͕ŽƌǀŽůƵŶƚĂƌŝůLJĞdžĐůƵĚĞĚ ĨƌŽŵƉƌŽŐƌĂŵƐŽƉĞƌĂƚĞĚďLJƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ͕ƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůŐŽǀĞƌŶŵĞnt, or any WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͘^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐŚĂǀĞďĞĞŶ ĐŽŶǀŝĐƚĞĚŽĨĂĐƌŝŵŝŶĂůŽīĞŶƐĞƌĞůĂƚĞĚƚŽƚŚĞƐƵďũĞĐƚŵĂƩĞƌŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌĨƵƌƚŚĞƌ ǁĂƌƌĂŶƚƐƚŚĂƚŝƚǁŝůůƉƌŽǀŝĚĞŝŵŵĞĚŝĂƚĞǁƌŝƩĞŶŶŽƟĐĞƚŽ^ŽƵƌĐĞǁĞůůŝĨƚŚŝƐĐĞƌƟĮĐĂƟŽŶĐŚĂŶŐĞƐĂƚ ĂŶLJƟŵĞĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘
16) Provisions for non-hŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĞŶƟƚLJƉƌŽĐƵƌĞŵĞŶƚƐƵŶĚĞƌhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĂǁĂƌĚƐ ŽƌŽƚŚĞƌĂǁĂƌĚƐ;ƉƉĞŶĚŝdžII to 2 C.F.R § 200). WĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐƚŚĂƚƵƐĞhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂů
ŐƌĂŶƚŽƌŽƚŚĞƌĨĞĚĞƌĂůĨƵŶĚŝŶŐƚŽƉƵƌĐŚĂƐĞƐŽůƵƟŽŶƐĨƌŽŵƚŚŝƐŐƌĞĞŵĞŶƚŵĂLJďĞƐƵďũĞĐƚƚŽ ĂĚĚŝƟŽŶĂůƌĞƋƵŝƌĞŵĞŶƚƐŝŶĐůƵĚŝŶŐƚŚĞƉƌŽĐƵƌĞŵĞŶƚƐƚĂŶĚĂƌĚƐŽĨƚŚĞhŶŝĨŽƌŵĚŵŝŶŝƐƚƌĂƟǀĞ ZĞƋƵŝƌĞŵĞŶƚƐ͕ŽƐƚWƌŝŶĐŝƉůĞƐĂŶĚƵĚŝƚZĞƋƵŝƌĞŵĞŶƚƐĨŽƌ&ĞĚĞƌĂůǁĂƌĚƐ͕Ϯ͘&͘Z͘ΑϮϬϬ͘ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐŵĂLJŚĂǀĞĂĚĚŝƟŽŶĂůƌĞƋƵŝƌĞŵĞŶƚƐďĂƐĞĚŽŶƐƉĞĐŝĮĐĨƵŶĚŝŶŐƐŽƵƌĐĞƚĞƌŵƐŽƌ ĐŽŶĚŝƟŽŶƐ͘tŝƚŚŝŶƚŚŝƐ^ĞĐƟŽŶ͕ĂůůƌĞĨĞƌĞŶĐĞƐƚŽ͞ĨĞĚĞƌĂů͟ƐŚŽƵůĚďĞŝŶƚĞƌƉƌĞƚĞĚƚŽŵĞĂŶƚŚĞhŶŝƚĞĚ ^ƚĂƚĞƐĨĞĚĞƌĂůŐŽǀĞƌŶŵĞŶƚ͘dŚĞĨŽůůŽǁŝŶŐůŝƐƚĂƉƉůŝĞƐǁŚĞŶĂWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJĂĐĐĞƐƐĞƐ^ƵƉƉůŝĞƌ͛Ɛ
Included ^ŽůƵƟŽŶƐǁŝƚŚhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĨƵŶĚƐ͘
i)
Yh>
DW>KzD
EdKWWKZdhE/dz͘
džĐĞƉƚĂƐŽƚŚĞƌǁŝƐĞƉƌŽǀŝĚĞĚƵŶĚĞƌϰϭ͘&͘Z͘Α
60, all agreements ƚŚĂƚŵĞĞƚƚŚĞĚĞĮŶŝƟŽŶŽĨ͞ĨĞĚĞƌĂůůLJĂƐƐŝƐƚĞĚĐŽŶƐƚƌƵĐƟŽŶĐŽŶƚƌĂĐƚ͟ŝŶϰϭ ͘&͘Z͘ΑϲϬ-ϭ͘ϯŵƵƐƚŝŶĐůƵĚĞƚŚĞĞƋƵĂůŽƉƉŽƌƚƵŶŝƚLJĐůĂƵƐĞƉƌŽǀŝĚĞĚƵŶĚĞƌϰϭ͘&͘Z͘ΑϲϬ-1.4(b), in ĂĐĐŽƌĚĂŶĐĞǁŝƚŚ
džĞĐƵƟǀĞKƌĚĞƌϭϭϮϰϲ͕͞
ƋƵĂů
ŵƉůŽLJŵĞŶƚKƉƉŽƌƚƵŶŝƚLJ͟;ϯϬ&ZϭϮϯϭϵ͕ϭϮϵϯϱ͕
ϯ͘&͘Z͘Α͕ϭϵϲϰ-ϭϵϲϱŽŵƉ͕͘Ɖ͘ϯϯϵͿ͕ĂƐĂŵĞŶĚĞĚďLJ
džĞĐƵƟǀĞKƌĚĞƌϭϭϯϳϱ͕͞ŵĞŶĚŝŶŐ
džĞĐƵƟǀĞKƌĚĞƌϭϭϮϰϲZĞůĂƟŶŐƚŽ
ƋƵĂů
ŵƉůŽLJŵĞŶƚKƉƉŽƌƚƵŶŝƚLJ͕͟ĂŶĚŝŵƉůĞŵĞŶƟŶŐ
ƌĞŐƵůĂƟŽŶƐ Ăƚϰϭ͘&͘Z͘ΑϲϬ͕͞KĸĐĞŽĨ&ĞĚĞƌĂůŽŶƚƌĂĐƚŽŵƉůŝĂŶĐĞWƌŽŐƌĂŵƐ͕ ƋƵĂů
ŵƉůŽLJŵĞŶƚKƉƉŽƌƚƵŶŝƚLJ͕ĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌ͘͟dŚĞĞƋƵĂůŽƉƉŽƌƚƵŶŝƚLJĐůĂƵƐĞŝƐŝŶĐŽƌƉŽƌĂƚĞĚ ŚĞƌĞŝŶďLJƌĞĨĞƌĞŶĐĞ͘
Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 080124-FMC
v052824 2
^ŽƵƌĐĞǁĞůůĞůŝŐŝďŝůŝƚLJƌĞƋƵŝƌĞŵĞŶƚƐĂŶĚƌĞƋƵŝƌĞĚĚŽĐƵŵĞŶƚĂƟŽŶ͘^ƵƉƉůŝĞƌǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌ ĞŶƐƵƌŝŶŐƐĂůĞƐĂƌĞǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ.
5) Term. dŚŝƐŐƌĞĞŵĞŶƚŝƐĞīĞĐƟǀĞƵƉŽŶƚŚĞĚĂƚĞŽĨƚŚĞĮŶĂůƐŝŐŶĂƚƵƌĞďĞůŽǁ͘dŚĞƚĞƌŵŽĨƚŚŝƐ ŐƌĞĞŵĞŶƚŝƐĨŽƵƌ;ϰͿLJĞĂƌƐĨƌŽŵƚŚĞĞīĞĐƟǀĞĚĂƚĞ͘dŚĞŐƌĞĞŵĞŶƚĞdžƉŝƌĞƐĂƚϭϭ͗ϱϵW͘D͘ĞŶƚƌĂů Time on November 14, 2028, ƵŶůĞƐƐŝƚŝƐĐĂŶĐĞůůĞĚŽƌĞdžƚĞŶĚĞĚĂƐĚĞĮŶĞĚŝŶƚŚŝƐŐƌĞĞŵĞŶƚ͘ a) Extensions. Sourcewell and Supplier may agree to up to three ;ϯͿ ĂĚĚŝƟŽŶĂůŽŶĞ-year extensions ďĞLJŽŶĚƚŚĞŽƌŝŐŝŶĂůĨŽƵƌ-LJĞĂƌƚĞƌŵ͘dŚĞƚŽƚĂůƉŽƐƐŝďůĞůĞŶŐƚŚŽĨƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞƐĞǀĞŶ(7) LJĞĂƌƐĨƌŽŵƚŚĞĞīĞĐƟǀĞĚĂƚĞ͘
b)
džĐĞƉƟŽŶĂůŝƌĐƵŵƐƚĂŶĐĞƐ͘ ^ŽƵƌĐĞǁĞůůƌĞƚĂŝŶƐƚŚĞƌŝŐŚƚƚŽĐŽŶƐŝĚĞƌĂĚĚŝƟŽŶĂůĞdžƚĞŶƐŝŽŶƐĂƐ ƌĞƋƵŝƌĞĚƵŶĚĞƌĞdžĐĞƉƟŽŶĂůĐŝƌĐƵŵƐƚĂŶĐĞƐ͘
6) Survival of Terms. EŽƚǁŝƚŚƐƚĂŶĚŝŶŐƚŚĞƚĞƌŵŝŶĂƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕ƚŚĞŽďůŝŐĂƟŽŶƐŽĨƚŚŝƐ ŐƌĞĞŵĞŶƚǁŝůůĐŽŶƟŶƵĞƚŚƌŽƵŐŚƚŚĞƉĞƌĨŽƌŵĂŶĐĞƉĞƌŝŽĚŽĨĂŶLJƚƌĂŶƐĂĐƟŽŶĞŶƚĞƌĞĚbetween ^ƵƉƉůŝĞƌĂŶĚĂŶLJWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJďĞĨŽƌĞƚŚĞƚĞƌŵŝŶĂƟŽŶĚĂƚĞ͘
7) Scope. ^ƵƉƉůŝĞƌŝƐĂǁĂƌĚĞĚĂDĂƐƚĞƌŐƌĞĞŵĞŶƚƚŽƉƌŽǀŝĚĞƚŚĞƐŽůƵƟŽŶƐŝĚĞŶƟĮĞĚŝŶRFP 080124 to WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ͘/Ŷ^ĐŽƉĞƐŽůƵƟŽŶƐŝŶĐůƵĚĞ͗K
DsĞŚŝĐůĞWĂƌƚƐĂŶĚ^ƵƉƉůŝĞƐ͘
a. KƌŝŐŝŶĂůĞƋƵŝƉŵĞŶƚŵĂŶƵĨĂĐƚƵƌĞƌ;K
DͿƌĞƉĂŝƌ͕ƌĞƉůĂĐĞŵĞŶƚ͕ŵĂŝŶƚĞŶĂŶĐĞƉĂƌƚƐ͕ƐƵƉƉůŝĞƐ͕ĂŶĚ ƐĞƌǀŝĐĞƐĨŽƌ͗
i. ƵƚŽŵŽďŝůĞƐ͕^hsƐ͕ǀĂŶƐ͕ůŝŐŚƚƚƌƵĐŬ͕ůĂƐƐϯ-ϴĐŚĂƐƐŝƐĂŶĚĞƋƵŝƉŵĞŶƚ͕ďƵƐ͕ĂŶĚ motorcycles; and
ii. ůůĞŶŐŝŶĞĂŶĚƉŽǁĞƌƚƌĂŝŶƚLJƉĞƐƐƵĐŚĂƐ͗ŐĂƐŽůŝŶĞ͕ĚŝĞƐĞů͕ĐŽŵƉƌĞƐƐĞĚŶĂƚƵƌĂůŐĂƐ (CNG), propane, electric, and hybrid.
8) /ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ͘ ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůƚŽƚŚĞĂďŽǀĞƌĞĨĞƌĞŶĐĞĚZ&Wis incorporated into this Master ŐƌĞĞŵĞŶƚ͘KŶůLJƚŚŽƐĞ^ŽůƵƟŽŶƐŝŶĐůƵĚĞĚǁŝƚŚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůĂŶĚǁŝƚŚŝŶ^ĐŽƉĞ;/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐͿĂƌĞŝŶĐůƵĚĞĚǁŝƚŚŝŶƚŚĞŐƌĞĞŵĞŶƚĂŶĚŵĂLJďĞŽīĞƌĞĚƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ.
9) /ŶĚĞĮŶŝƚĞYƵĂŶƟƚLJ͘ dŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚĚĞĮŶĞƐĂŶŝŶĚĞĮŶŝƚĞƋƵĂŶƟƚLJŽĨƐĂůĞƐƚŽĞůŝŐŝďůĞ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ.
10) WƌŝĐŝŶŐ͘ WƌŝĐŝŶŐŝŶĨŽƌŵĂƟŽŶ;ŝŶĐůƵĚŝŶŐWƌŝĐŝŶŐĂŶĚĞůŝǀĞƌLJĂŶĚWƌŝĐŝŶŐKīĞƌĞĚtĂďůĞƐͿĨŽƌĂůů/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐǁŝƚŚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůŝƐŝŶĐŽƌƉŽƌĂƚĞĚŝŶƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚ͘ 11) EŽƚƚŽ
džĐĞĞĚWƌŝĐŝŶŐ͘ Suppliers may not exceed the prices listed in the current Pricing List ŽŶĮůĞ with Sourcewell ǁŚĞŶŽīĞƌŝŶŐ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ͘WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐŵĂLJ
ƌĞƋƵĞƐƚĂĚũƵƐƚŵĞŶƚƐƚŽƉƌŝĐŝŶŐĚŝƌĞĐƚůLJĨŽƌŵ^ƵƉƉůŝĞƌĚƵƌŝŶŐƚŚĞŶĞŐŽƟĂƟŽŶĂŶĚĞdžĞĐƵƟŽŶŽĨĂŶLJ ƚƌĂŶƐĂĐƟŽŶ.
12) Open Market. ^ƵƉƉůŝĞƌ͛ƐŽƉĞŶŵĂƌŬĞƚƉƌŝĐŝŶŐprocess is included within its Proposal.
Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 080124-FMC
v052824 ϯ
ϭϯͿ ^ƵƉƉůŝĞƌZĞƉƌĞƐĞŶƚĂƟŽŶƐ͗
i) Compliance. Supplier represents and warrants it will provide all Included ^ŽůƵƟŽŶƐ ƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŝŶĨƵůůĐŽŵƉůŝĂŶĐĞǁŝƚŚĂƉƉůŝĐĂďůĞĨĞĚĞƌĂů͕ƐƚĂƚĞ͕ĂŶĚůŽĐĂůůĂǁƐĂŶĚ ƌĞŐƵůĂƟŽŶƐ͘
ii) Licenses. ƐĂƉƉůŝĐĂďůĞ͕^ƵƉƉůŝĞƌǁŝůůŵĂŝŶƚĂŝŶĂǀĂůŝĚƐƚĂƚƵƐŽŶĂůůƌĞƋƵŝƌĞĚĨĞĚĞƌĂů͕ƐƚĂƚĞ͕ ĂŶĚůŽĐĂůůŝĐĞŶƐĞƐ͕ďŽŶĚƐ͕ĂŶĚƉĞƌŵŝƚƐƌĞƋƵŝƌĞĚĨŽƌƚŚĞŽƉĞƌĂƟŽŶŽĨ^ƵƉƉůŝĞƌ͛ƐďƵƐŝŶĞƐƐǁŝƚŚ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ͘WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐŵĂLJƌĞƋƵĞƐƚĂůůƌĞůĞǀĂŶƚĚŽĐƵŵĞŶƚĂƟŽŶĚŝƌĞĐƚůLJĨƌŽŵ Supplier.
iii) Supplier Warrants. Supplier warrants that all Included ^ŽůƵƟŽŶƐĨƵƌŶŝƐŚĞĚƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚĂƌĞĨƌĞĞĨƌŽŵůŝĞŶƐĂŶĚĞŶĐƵŵďƌĂŶĐĞƐ͕ĂŶĚĂƌĞĨƌĞĞĨƌŽŵĚĞĨĞĐƚƐŝŶĚĞƐŝŐŶ͕ŵĂƚĞƌŝĂůƐ͕ ĂŶĚǁŽƌŬŵĂŶƐŚŝƉ͘/ŶĂĚĚŝƟŽŶ͕^ƵƉƉůŝĞƌǁĂƌƌĂŶƚƐƚŚĞ^ŽůƵƟŽŶƐĂƌĞƐƵŝƚĂďůĞĨŽƌĂŶĚǁŝůůƉĞƌĨŽƌŵ in accordance with the ordinary uƐĞĨŽƌǁŚŝĐŚƚŚĞLJĂƌĞŝŶƚĞŶĚĞĚ͘ 14) ĂŶŬƌƵƉƚĐLJEŽƟĐĞƐ͘ ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐŝƚŝƐŶŽƚĐƵƌƌĞŶƚůLJŝŶĂďĂŶŬƌƵƉƚĐLJƉƌŽĐĞĞĚŝŶŐ͘ ^ƵƉƉůŝĞƌŚĂƐĚŝƐĐůŽƐĞĚĂůůĐƵƌƌĞŶƚĂŶĚĐŽŵƉůĞƚĞĚďĂŶŬƌƵƉƚĐLJƉƌŽĐĞĞĚŝŶŐƐǁŝƚŚŝŶƚŚĞƉĂƐƚƐĞǀĞŶLJĞĂƌƐ ǁŝƚŚŝŶŝƚƐWƌŽƉŽƐĂů͘^ƵƉƉůŝĞƌŵƵƐƚƉƌŽǀŝĚĞŶŽƟĐĞŝŶǁƌŝƟŶŐƚŽ^ŽƵƌĐĞǁĞůůŝĨŝƚĞŶƚĞƌƐĂďĂŶŬƌƵƉƚĐLJ ƉƌŽĐĞĞĚŝŶŐĂƚĂŶLJƟŵĞĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘ 15) Debarment and Suspension. ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐĂƌĞ ƉƌĞƐĞŶƚůLJĚĞďĂƌƌĞĚ͕ƐƵƐƉĞŶĚĞĚ͕ƉƌŽƉŽƐĞĚĨŽƌĚĞďĂƌŵĞŶƚ͕ĚĞĐůĂƌĞĚŝŶĞůŝŐŝďůĞ͕ŽƌǀŽůƵŶƚĂƌŝůLJĞdžĐůƵĚĞĚ ĨƌŽŵƉƌŽŐƌĂŵƐŽƉĞƌĂƚĞĚďLJƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ͕ƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůŐŽǀĞƌŶŵĞnt, or any WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͘^ƵƉƉůŝĞƌĐĞƌƟĮĞƐĂŶĚǁĂƌƌĂŶƚƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐŚĂǀĞďĞĞŶ ĐŽŶǀŝĐƚĞĚŽĨĂĐƌŝŵŝŶĂůŽīĞŶƐĞƌĞůĂƚĞĚƚŽƚŚĞƐƵďũĞĐƚŵĂƩĞƌŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌĨƵƌƚŚĞƌ ǁĂƌƌĂŶƚƐƚŚĂƚŝƚǁŝůůƉƌŽǀŝĚĞŝŵŵĞĚŝĂƚĞǁƌŝƩĞŶŶŽƟĐĞƚŽ^ŽƵƌĐĞǁĞůůŝĨƚŚŝƐĐĞƌƟĮĐĂƟŽŶĐŚĂŶŐĞƐĂƚ ĂŶLJƟŵĞĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘
16) Provisions for non-hŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĞŶƟƚLJƉƌŽĐƵƌĞŵĞŶƚƐƵŶĚĞƌhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĂǁĂƌĚƐ ŽƌŽƚŚĞƌĂǁĂƌĚƐ;ƉƉĞŶĚŝdžII to 2 C.F.R § 200). WĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐƚŚĂƚƵƐĞhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂů
ŐƌĂŶƚŽƌŽƚŚĞƌĨĞĚĞƌĂůĨƵŶĚŝŶŐƚŽƉƵƌĐŚĂƐĞƐŽůƵƟŽŶƐĨƌŽŵƚŚŝƐŐƌĞĞŵĞŶƚŵĂLJďĞƐƵďũĞĐƚƚŽ ĂĚĚŝƟŽŶĂůƌĞƋƵŝƌĞŵĞŶƚƐŝŶĐůƵĚŝŶŐƚŚĞƉƌŽĐƵƌĞŵĞŶƚƐƚĂŶĚĂƌĚƐŽĨƚŚĞhŶŝĨŽƌŵĚŵŝŶŝƐƚƌĂƟǀĞ ZĞƋƵŝƌĞŵĞŶƚƐ͕ŽƐƚWƌŝŶĐŝƉůĞƐĂŶĚƵĚŝƚZĞƋƵŝƌĞŵĞŶƚƐĨŽƌ&ĞĚĞƌĂůǁĂƌĚƐ͕Ϯ͘&͘Z͘ΑϮϬϬ͘ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐŵĂLJŚĂǀĞĂĚĚŝƟŽŶĂůƌĞƋƵŝƌĞŵĞŶƚƐďĂƐĞĚŽŶƐƉĞĐŝĮĐĨƵŶĚŝŶŐƐŽƵƌĐĞƚĞƌŵƐŽƌ ĐŽŶĚŝƟŽŶƐ͘tŝƚŚŝŶƚŚŝƐ^ĞĐƟŽŶ͕ĂůůƌĞĨĞƌĞŶĐĞƐƚŽ͞ĨĞĚĞƌĂů͟ƐŚŽƵůĚďĞŝŶƚĞƌƉƌĞƚĞĚƚŽŵĞĂŶƚŚĞhŶŝƚĞĚ ^ƚĂƚĞƐĨĞĚĞƌĂůŐŽǀĞƌŶŵĞŶƚ͘dŚĞĨŽůůŽǁŝŶŐůŝƐƚĂƉƉůŝĞƐǁŚĞŶĂWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJĂĐĐĞƐƐĞƐ^ƵƉƉůŝĞƌ͛Ɛ
Included ^ŽůƵƟŽŶƐǁŝƚŚhŶŝƚĞĚ^ƚĂƚĞƐĨĞĚĞƌĂůĨƵŶĚƐ͘
i)
Yh>
DW>KzD
EdKWWKZdhE/dz͘
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60, all agreements ƚŚĂƚŵĞĞƚƚŚĞĚĞĮŶŝƟŽŶŽĨ͞ĨĞĚĞƌĂůůLJĂƐƐŝƐƚĞĚĐŽŶƐƚƌƵĐƟŽŶĐŽŶƚƌĂĐƚ͟ŝŶϰϭ ͘&͘Z͘ΑϲϬ-ϭ͘ϯŵƵƐƚŝŶĐůƵĚĞƚŚĞĞƋƵĂůŽƉƉŽƌƚƵŶŝƚLJĐůĂƵƐĞƉƌŽǀŝĚĞĚƵŶĚĞƌϰϭ͘&͘Z͘ΑϲϬ-1.4(b), in ĂĐĐŽƌĚĂŶĐĞǁŝƚŚ
džĞĐƵƟǀĞKƌĚĞƌϭϭϮϰϲ͕͞
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ŵƉůŽLJŵĞŶƚKƉƉŽƌƚƵŶŝƚLJ͟;ϯϬ&ZϭϮϯϭϵ͕ϭϮϵϯϱ͕
ϯ͘&͘Z͘Α͕ϭϵϲϰ-ϭϵϲϱŽŵƉ͕͘Ɖ͘ϯϯϵͿ͕ĂƐĂŵĞŶĚĞĚďLJ
džĞĐƵƟǀĞKƌĚĞƌϭϭϯϳϱ͕͞ŵĞŶĚŝŶŐ
džĞĐƵƟǀĞKƌĚĞƌϭϭϮϰϲZĞůĂƟŶŐƚŽ
ƋƵĂů
ŵƉůŽLJŵĞŶƚKƉƉŽƌƚƵŶŝƚLJ͕͟ĂŶĚŝŵƉůĞŵĞŶƟŶŐ
ƌĞŐƵůĂƟŽŶƐ Ăƚϰϭ͘&͘Z͘ΑϲϬ͕͞KĸĐĞŽĨ&ĞĚĞƌĂůŽŶƚƌĂĐƚŽŵƉůŝĂŶĐĞWƌŽŐƌĂŵƐ͕ ƋƵĂů
ŵƉůŽLJŵĞŶƚKƉƉŽƌƚƵŶŝƚLJ͕ĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌ͘͟dŚĞĞƋƵĂůŽƉƉŽƌƚƵŶŝƚLJĐůĂƵƐĞŝƐŝŶĐŽƌƉŽƌĂƚĞĚ ŚĞƌĞŝŶďLJƌĞĨĞƌĞŶĐĞ͘
Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 080124-FMC
v052824 4
ii) DAVIS-KEd͕^D
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ƉƌŽŐƌĂŵůĞŐŝƐůĂƟŽŶ͕ĂůůƉƌŝŵĞĐŽŶƐƚƌƵĐƟŽŶĐŽŶƚƌĂĐƚƐŝŶĞdžĐĞƐƐŽĨΨϮ͕ϬϬϬĂǁĂƌĚĞĚďLJŶŽŶ-ĨĞĚĞƌĂů ĞŶƟƟĞƐŵƵƐƚŝŶĐůƵĚĞĂƉƌŽǀŝƐŝŽŶĨŽƌĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞĂǀŝƐ-ĂĐŽŶĐƚ;ϰϬh͘^͘͘Αϯϭϰϭϯϭϰϰ͕ĂŶĚϯϭϰϲ-ϯϭϰϴͿĂƐƐƵƉƉůĞŵĞŶƚĞĚďLJĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌƌĞŐƵůĂƟŽŶƐ;Ϯϵ͘&͘Z͘Αϱ͕ ͞>ĂďŽƌ^ƚĂŶĚĂƌĚƐWƌŽǀŝƐŝŽŶƐƉƉůŝĐĂďůĞƚŽŽŶƚƌĂĐƚƐŽǀĞƌŝŶŐ&ĞĚĞƌĂůůLJ&ŝŶĂŶĐĞĚĂŶĚƐƐŝƐƚĞĚ ŽŶƐƚƌƵĐƟŽŶ͟Ϳ͘/ŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞƐƚĂƚƵƚĞ͕ĐŽŶƚƌĂĐƚŽƌƐŵƵƐƚ ďĞƌĞƋƵŝƌĞĚƚŽƉĂLJǁĂŐĞƐƚŽ ůĂďŽƌĞƌƐĂŶĚŵĞĐŚĂŶŝĐƐĂƚĂƌĂƚĞŶŽƚůĞƐƐƚŚĂŶƚŚĞƉƌĞǀĂŝůŝŶŐǁĂŐĞƐƐƉĞĐŝĮĞĚŝŶĂǁĂŐĞ ĚĞƚĞƌŵŝŶĂƟŽŶŵĂĚĞďLJƚŚĞ^ĞĐƌĞƚĂƌLJŽĨ>ĂďŽƌ͘/ŶĂĚĚŝƟŽŶ͕ĐŽŶƚƌĂĐƚŽƌƐŵƵƐƚďĞƌĞƋƵŝƌĞĚƚŽƉĂLJ ǁĂŐĞƐŶŽƚůĞƐƐƚŚĂŶŽŶĐĞĂǁĞĞŬ͘dŚĞŶŽŶ-ĨĞĚĞƌĂůĞŶƟƚLJŵƵƐƚƉůĂĐĞĂĐŽƉLJŽĨƚŚĞĐƵƌƌĞŶƚ ƉƌĞǀĂŝůŝŶŐǁĂŐĞĚĞƚĞƌŵŝŶĂƟŽŶŝƐƐƵĞĚďLJƚŚĞĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌŝŶĞĂĐŚƐŽůŝĐŝƚĂƟŽŶ͘dŚĞ ĚĞĐŝƐŝŽŶƚŽĂǁĂƌĚĂĐŽŶƚƌĂĐƚŽƌƐƵďĐŽŶƚƌĂĐƚŵƵƐƚďĞĐŽŶĚŝƟŽŶĞĚƵƉŽŶƚŚĞĂĐĐĞƉƚĂŶĐĞŽĨƚŚĞ ǁĂŐĞĚĞƚĞƌŵŝŶĂƟŽŶ͘dŚĞŶŽŶ-ĨĞĚĞƌĂůĞŶƟƚLJŵƵƐƚƌĞƉŽƌƚĂůůƐƵƐƉĞĐƚĞĚŽƌƌĞƉŽƌƚĞĚǀŝŽůĂƟŽŶƐƚŽ ƚŚĞĨĞĚĞƌĂůĂǁĂƌĚŝŶŐĂŐĞŶĐLJ͘dŚĞĐŽŶƚƌĂĐƚƐŵƵƐƚĂůƐŽŝŶĐůƵĚĞĂƉƌŽǀŝƐŝŽŶĨŽƌĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞ ŽƉĞůĂŶĚ͞ŶƟ-<ŝĐŬďĂĐŬ͟Đƚ;ϰϬh͘^͘͘ΑϯϭϰϱͿ͕ĂƐƐƵƉƉůĞŵĞŶƚĞĚďLJĞƉĂƌƚŵĞŶƚŽĨ>ĂďŽƌ regulaƟŽŶƐ;Ϯϵ͘&͘Z͘Αϯ͕͞ŽŶƚƌĂĐƚŽƌƐĂŶĚ^ƵďĐŽŶƚƌĂĐƚŽƌƐŽŶWƵďůŝĐƵŝůĚŝŶŐŽƌWƵďůŝĐtŽƌŬ &ŝŶĂŶĐĞĚŝŶtŚŽůĞŽƌŝŶWĂƌƚďLJ>ŽĂŶƐŽƌ'ƌĂŶƚƐĨƌŽŵƚŚĞhŶŝƚĞĚ^ƚĂƚĞƐ͟Ϳ͘dŚĞĐƚƉƌŽǀŝĚĞƐƚŚĂƚ ĞĂĐŚĐŽŶƚƌĂĐƚŽƌŽƌƐƵďƌĞĐŝƉŝĞŶƚŵƵƐƚďĞƉƌŽŚŝďŝƚĞĚĨƌŽŵŝŶĚƵĐŝŶŐ͕ďLJĂŶLJ means, any person ĞŵƉůŽLJĞĚŝŶƚŚĞĐŽŶƐƚƌƵĐƟŽŶ͕ĐŽŵƉůĞƟŽŶ͕ŽƌƌĞƉĂŝƌŽĨƉƵďůŝĐǁŽƌŬ͕ƚŽŐŝǀĞƵƉĂŶLJƉĂƌƚŽĨƚŚĞ ĐŽŵƉĞŶƐĂƟŽŶƚŽǁŚŝĐŚŚĞŽƌƐŚĞŝƐŽƚŚĞƌǁŝƐĞĞŶƟƚůĞĚ͘dŚĞŶŽŶ-ĨĞĚĞƌĂůĞŶƟƚLJŵƵƐƚƌĞƉŽƌƚĂůů ƐƵƐƉĞĐƚĞĚŽƌƌĞƉŽƌƚĞĚǀŝŽůĂƟŽŶƐƚŽƚŚĞĨĞĚĞƌĂůawarding agency. Supplier must comply with all applicable Davis-Bacon Act provisions.
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dz^dEZ^d;ϰϬh͘^͘͘ΑϯϳϬϭ-ϯϳϬϴͿ͘
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iv) RIGHTS TO INVENTIONS MADE UNDER A CONTRACT OR AGREEMENT. /ĨƚŚĞĨĞĚĞƌĂů ĂǁĂƌĚŵĞĞƚƐƚŚĞĚĞĮŶŝƟŽŶŽĨ͞ĨƵŶĚŝŶŐĂŐƌĞĞŵĞŶƚ͟ƵŶĚĞƌϯϳ͘&͘Z͘ΑϰϬϭ͘Ϯ;ĂͿĂŶĚƚŚĞƌĞĐŝƉŝĞŶƚ ŽƌƐƵďƌĞĐŝƉŝĞŶƚǁŝƐŚĞƐƚŽĞŶƚĞƌŝŶƚŽĂĐŽŶƚƌĂĐƚǁŝƚŚĂƐŵĂůůďƵƐŝŶĞƐƐĮƌŵŽƌŶŽŶƉƌŽĮƚ ŽƌŐĂŶŝnjĂƟŽŶƌĞŐĂƌĚŝŶŐƚŚĞƐƵďƐƟƚƵƟŽŶŽĨƉĂƌƟĞƐ͕ĂƐƐŝŐŶŵĞŶƚŽƌƉĞƌĨŽƌŵĂŶĐĞŽĨĞdžƉĞƌŝŵĞŶƚĂů͕ ĚĞǀĞůŽƉŵĞŶƚĂů͕ŽƌƌĞƐĞĂƌĐŚǁŽƌŬƵŶĚĞƌƚŚĂƚ͞ĨƵŶĚŝŶŐĂŐƌĞĞŵĞŶƚ͕͟ƚŚĞƌĞĐŝƉŝĞŶƚŽƌƐƵďƌĞĐŝƉŝĞŶƚ ŵƵƐƚĐŽŵƉůLJǁŝƚŚƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨϯϳ͘&͘Z͘ΑϰϬϭ͕͞ZŝŐŚƚƐƚŽ/ŶǀĞŶƟŽŶƐDĂĚĞďLJEŽŶƉƌŽĮƚ KƌŐĂŶŝnjĂƟŽŶƐĂŶĚ^ŵĂůůƵƐŝŶĞƐƐ&ŝƌŵƐhŶĚĞƌ'ŽǀĞƌŶŵĞŶƚ'ƌĂŶƚƐ͕ŽŶƚƌĂĐƚƐĂŶĚŽŽƉĞƌĂƟǀĞ ŐƌĞĞŵĞŶƚƐ͕͟ĂŶĚĂŶLJŝŵƉůĞŵĞŶƟŶŐƌĞŐƵůĂƟŽŶƐŝƐƐƵĞĚďLJƚŚĞĂǁĂƌĚŝŶŐĂŐĞŶĐLJ͘^ƵƉƉůŝĞƌ Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 080124-FMC
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Z>td
ZWK>>hd/KE
KEdZK>d;ϯϯh͘^͘͘ΑϭϮϱϭ-ϭϯϴϳͿ͘ ŽŶƚƌĂĐƚƐĂŶĚƐƵďŐƌĂŶƚƐŽĨĂŵŽƵŶƚƐŝŶĞdžĐĞƐƐŽĨ ΨϭϱϬ͕ϬϬϬƌĞƋƵŝƌĞƚŚĞŶŽŶ-ĨĞĚĞƌĂůĂǁĂƌĚƚŽĂŐƌĞĞƚŽĐŽŵƉůLJǁŝƚŚĂůůĂƉƉůŝĐĂďůĞƐƚĂŶĚĂƌĚƐ͕ŽƌĚĞƌƐ ŽƌƌĞŐƵůĂƟŽŶƐŝƐƐƵĞĚƉƵƌƐƵĂŶƚƚŽƚŚĞůĞĂŶŝƌĐƚ;ϰϮh͘^͘͘ΑϳϰϬϭ- ϳϲϳϭƋͿĂŶĚƚŚĞ&ĞĚĞƌĂů tĂƚĞƌWŽůůƵƟŽŶŽŶƚƌŽůĐƚĂƐĂŵĞŶĚĞĚ;ϯϯh͘^͘͘ΑϭϮϱϭ- ϭϯϴϳͿ͘sŝŽůĂƟŽŶƐŵƵƐƚďĞƌĞƉŽƌƚĞĚƚŽ ƚŚĞ&ĞĚĞƌĂůĂǁĂƌĚŝŶŐĂŐĞŶĐLJĂŶĚƚŚĞZĞŐŝŽŶĂůKĸĐĞŽĨƚŚĞ ŶǀŝƌŽŶŵĞŶƚĂůWƌŽƚĞĐƟŽŶŐĞŶĐLJ
;
WͿ͘^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƚǁŝůůĐŽŵƉůLJǁŝƚŚĂƉƉůŝĐĂďůĞ ƌĞƋƵŝƌĞŵĞŶƚƐĂƐƌĞĨĞƌĞŶĐĞĚĂďŽǀĞ͘
vi)
ZD
EdE^h^W
E^/KE;
y
hd/s
KZ
Z^ϭϮϱϰϵEϭϮϲϴϵͿ͘ A contract
ĂǁĂƌĚ;ƐĞĞϮ͘&͘Z͘ΑϭϴϬ͘ϮϮϬͿŵƵƐƚŶŽƚďĞŵĂĚĞƚŽƉĂƌƟĞƐůŝƐƚĞĚŽŶƚŚĞŐŽǀĞƌŶŵĞŶƚǁŝĚĞ ĞdžĐůƵƐŝŽŶƐŝŶƚŚĞ^LJƐƚĞŵĨŽƌǁĂƌĚDĂŶĂŐĞŵĞŶƚ;^DͿ͕ŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞKDŐƵŝĚĞůŝŶĞƐ ĂƚϮ͘&͘Z͘ΑϭϴϬƚŚĂƚŝŵƉůĞŵĞŶƚ
džĞĐƵƟǀĞKƌĚĞƌƐϭϮϱϰϵ;ϯ͘&͘Z͘ΑϭϵϴϲŽŵƉ͕͘Ɖ͘ϭϴϵͿĂŶĚ ϭϮϲϴϵ;ϯ͘&͘Z͘ΑϭϵϴϵŽŵƉ͕͘Ɖ͘ϮϯϱͿ͕͞ĞďĂƌŵĞŶƚĂŶĚ^ƵƐƉĞŶƐŝŽŶ͘͟^D džĐůƵƐŝŽŶƐĐŽŶƚĂŝŶƐ
ƚŚĞŶĂŵĞƐŽĨƉĂƌƟĞƐĚĞďĂƌƌĞĚ͕ƐƵƐƉĞŶĚĞĚ͕ŽƌŽƚŚĞƌǁŝƐĞĞdžĐůƵĚĞĚďLJĂŐĞŶĐŝĞƐ͕ĂƐǁĞůůĂƐƉĂƌƟĞƐ ĚĞĐůĂƌĞĚŝŶĞůŝŐŝďůĞƵŶĚĞƌƐƚĂƚƵƚŽƌLJŽƌƌĞŐƵůĂƚŽƌLJĂƵƚŚŽƌŝƚLJŽƚŚĞƌƚŚĂŶ džĞĐƵƟǀĞKƌĚĞƌϭϮϱϰϵ͘
^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚŶĞŝƚŚĞƌŝƚŶŽƌŝƚƐƉƌŝŶĐŝƉĂůƐĂƌĞƉƌĞƐĞŶƚůLJĚĞďĂƌƌĞĚ͕ƐƵƐƉĞŶĚĞĚ͕ƉƌŽƉŽƐĞĚ ĨŽƌĚĞďĂƌŵĞŶƚ͕ĚĞĐůĂƌĞĚŝŶĞůŝŐŝďůĞ͕ŽƌǀŽůƵŶƚĂƌŝůLJĞdžĐůƵĚĞĚĨƌŽŵƉĂƌƟĐŝƉĂƟŽŶďLJĂŶLJĨĞĚĞƌĂů department or agency.
vii) BYRD ANTI->Kz/E'D
ED
Ed͕^D
E
;ϯϭh͘^͘͘ΑϭϯϱϮͿ͘ Suppliers must
ĮůĞĂŶLJƌĞƋƵŝƌĞĚĐĞƌƟĮĐĂƟŽŶƐ͘^ƵƉƉůŝĞƌƐŵƵƐƚŶŽƚŚĂǀĞƵƐĞĚĨĞĚĞƌĂůĂƉƉƌŽƉƌŝĂƚĞĚĨƵŶĚƐƚŽƉĂLJ ĂŶLJƉĞƌƐŽŶŽƌŽƌŐĂŶŝnjĂƟŽŶĨŽƌŝŶŇƵĞŶĐŝŶŐŽƌĂƩĞŵƉƟŶŐƚŽŝŶŇƵĞŶĐĞĂŶŽĸĐĞƌŽƌĞŵƉůŽLJĞĞŽĨ ĂŶLJĂŐĞŶĐLJ͕ĂŵĞŵďĞƌŽĨŽŶŐƌĞƐƐ͕ŽĸĐĞƌŽƌĞŵƉůŽLJĞĞŽĨŽŶŐƌĞƐƐ͕ŽƌĂŶĞŵƉůŽLJĞĞŽĨĂ ŵĞŵďĞƌŽĨŽŶŐƌĞƐƐŝŶĐŽŶŶĞĐƟŽŶǁŝƚŚŽďƚĂŝŶŝŶŐĂŶLJĨĞĚĞƌĂůĐŽŶƚƌĂĐƚ͕ŐƌĂŶƚ͕ŽƌĂŶLJŽƚŚĞƌ ĂǁĂƌĚĐŽǀĞƌĞĚďLJϯϭh͘^͘͘ΑϭϯϱϮ͘^ƵƉƉůŝĞƌƐŵƵƐƚĚŝƐĐůŽƐĞĂŶLJůŽďbying with non-ĨĞĚĞƌĂůĨƵŶĚƐ ƚŚĂƚƚĂŬĞƐƉůĂĐĞŝŶĐŽŶŶĞĐƟŽŶǁŝƚŚŽďƚĂŝŶŝŶŐĂŶLJĨĞĚĞƌĂůĂǁĂƌĚ͘^ƵĐŚĚŝƐĐůŽƐƵƌĞƐĂƌĞĨŽƌǁĂƌĚĞĚ ĨƌŽŵƟĞƌƚŽƟĞƌƵƉƚŽƚŚĞŶŽŶ-ĨĞĚĞƌĂůĂǁĂƌĚ͘^ƵƉƉůŝĞƌƐŵƵƐƚĮůĞĂůůĐĞƌƟĮĐĂƟŽŶƐĂŶĚĚŝƐĐůŽƐƵƌĞƐ ƌĞƋƵŝƌĞĚďLJ͕ĂŶĚŽƚŚĞƌǁŝƐĞĐŽŵƉůLJǁŝƚŚ͕ƚŚĞLJƌĚŶƟ->ŽďďLJŝŶŐŵĞŶĚŵĞŶƚ;ϯϭh͘^͘͘ΑϭϯϱϮͿ͘ viii) Z
KZZ
d
Ed/KEZ
Yh/Z
D
Ed^͘To the extent applicable, Supplier must comply
ǁŝƚŚƚŚĞƌĞĐŽƌĚƌĞƚĞŶƟŽŶƌĞƋƵŝƌĞŵĞŶƚƐĚĞƚĂŝůĞĚŝŶϮ͘&͘Z͘ΑϮϬϬ͘ϯϯϯ͘dŚĞ^ƵƉƉůŝĞƌĨƵƌƚŚĞƌ ĐĞƌƟĮĞƐƚŚĂƚŝƚǁŝůůƌĞƚĂŝŶĂůůƌĞĐŽƌĚƐĂƐƌĞƋƵŝƌĞĚďLJϮ͘&͘Z͘ΑϮϬϬ͘ϯϯϯĨŽƌĂƉĞƌŝŽĚŽĨϯLJĞĂƌƐĂŌĞƌ grantees or ƐƵďŐƌĂŶƚĞĞƐƐƵďŵŝƚĮŶĂůĞdžƉĞŶĚŝƚƵƌĞƌĞƉŽƌƚƐŽƌƋƵĂƌƚĞƌůLJŽƌĂŶŶƵĂůĮŶĂŶĐŝĂů ƌĞƉŽƌƚƐ͕ĂƐĂƉƉůŝĐĂďůĞ͕ĂŶĚĂůůŽƚŚĞƌƉĞŶĚŝŶŐŵĂƩĞƌƐĂƌĞĐůŽƐĞĚ͘ ix) ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, ^ƵƉƉůŝĞƌŵƵƐƚĐŽŵƉůLJǁŝƚŚƚŚĞŵĂŶĚĂƚŽƌLJƐƚĂŶĚĂƌĚƐĂŶĚƉŽůŝĐŝĞƐƌĞůĂƟŶŐƚŽĞŶĞƌŐLJĞĸĐŝĞŶĐLJ ǁŚŝĐŚĂƌĞĐŽŶƚĂŝŶĞĚŝŶƚŚĞƐƚĂƚĞĞŶĞƌŐLJĐŽŶƐĞƌǀĂƟŽŶƉůĂŶŝƐƐƵĞĚŝŶĐŽŵƉůŝĂŶĐĞǁŝƚŚƚŚĞ ŶĞƌŐLJ
WŽůŝĐLJĂŶĚŽŶƐĞƌǀĂƟŽŶĐƚ͘
x) BUY AMERICAN PROVISIONS COMPLIANCE. To the extent applicable, Supplier must ĐŽŵƉůLJǁŝƚŚĂůůĂƉƉůŝĐĂďůĞƉƌŽǀŝƐŝŽŶƐŽĨƚŚĞƵLJŵĞƌŝĐĂŶĐƚ͘WƵƌĐŚĂƐĞƐŵĂĚĞŝŶĂĐĐŽƌĚĂŶĐĞ ǁŝƚŚƚŚĞƵLJŵĞƌŝĐĂŶĐƚŵƵƐƚĨŽůůŽǁƚŚĞĂƉƉůŝĐĂďůĞƉƌŽĐƵƌĞŵĞŶƚƌƵůĞƐĐĂůůŝŶŐĨŽƌĨƌĞĞĂŶĚ ŽƉĞŶĐŽŵƉĞƟƟŽŶ͘
Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 080124-FMC
v052824 6
xi)
^^dKZ
KZ^;Ϯ͘&͘Z͘ΑϮϬϬ͘ϯϯϲͿ͘ ^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŚĂƚĚƵůLJĂƵƚŚŽƌŝnjĞĚ ƌĞƉƌĞƐĞŶƚĂƟǀĞƐŽĨĂĨĞĚĞƌĂůĂŐĞŶĐLJŵƵƐƚŚĂǀĞĂĐĐĞƐƐƚŽĂŶLJŬƐ͕ĚŽĐƵŵĞŶƚƐ͕ƉĂƉĞƌƐĂŶĚ ƌĞĐŽƌĚƐŽĨ^ƵƉƉůŝĞƌƚŚĂƚĂƌĞĚŝƌĞĐƚůLJƉĞƌƟŶĞŶƚƚŽ^ƵƉƉůŝĞƌ͛ƐĚŝƐĐŚĂƌŐĞŽĨŝƚƐŽďůŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂŬŝŶŐĂƵĚŝƚƐ͕ĞdžĂŵŝŶĂƟŽŶƐ͕ĞdžĐĞƌƉƚƐ͕ĂŶĚƚƌĂŶƐĐƌŝƉƟŽŶƐ͘dŚĞ ƌŝŐŚƚĂůƐŽŝŶĐůƵĚĞƐƟŵĞůLJĂŶĚƌĞĂƐŽŶĂďůĞĂĐĐĞƐƐƚŽ^ƵƉƉůŝĞƌ͛ƐƉĞƌƐŽŶŶĞůĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨ ŝŶƚĞƌǀŝĞǁĂŶĚĚŝƐĐƵƐƐŝŽŶƌĞůĂƟŶŐƚŽƐƵĐŚĚŽĐƵŵĞŶƚƐ͘
xii) WZKhZ
D
EdK&Z
Ks
Z
Dd
Z/>^;Ϯ͘&͘Z͘ΑϮϬϬ͘ϯϮϮͿ͘A non-ĨĞĚĞƌĂůĞŶƟƚLJ
ƚŚĂƚŝƐĂƐƚĂƚĞĂŐĞŶĐLJŽƌĂŐĞŶĐLJŽĨĂƉŽůŝƟĐĂůƐƵďĚŝǀŝƐŝŽŶŽĨĂƐƚĂƚĞĂŶĚŝƚƐĐŽŶƚƌĂĐƚŽƌƐŵƵƐƚ ĐŽŵƉůLJǁŝƚŚ^ĞĐƟŽŶϲϬϬϮŽĨƚŚĞ^ŽůŝĚtĂƐƚĞŝƐƉŽƐĂůĐƚ͕ĂƐĂŵĞŶĚĞĚďLJƚŚĞZĞƐŽƵƌĐĞ ŽŶƐĞƌǀĂƟŽŶĂŶĚZĞĐŽǀĞƌLJĐƚ͘dŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨ^ĞĐƟŽŶϲϬϬϮŝŶĐůƵĚĞƉƌŽĐƵƌŝŶŐŽŶůLJŝƚĞŵƐ ĚĞƐŝŐŶĂƚĞĚŝŶŐƵŝĚĞůŝŶĞƐŽĨƚŚĞ
ŶǀŝƌŽŶŵĞŶƚĂůWƌŽƚĞĐƟŽŶŐĞŶĐLJ;
WͿĂƚϰϬ͘&͘Z͘ΑϮϰϳƚŚĂƚ
ĐŽŶƚĂŝŶƚŚĞŚŝŐŚĞƐƚƉĞƌĐĞŶƚĂŐĞŽĨƌĞĐŽǀĞƌĞĚŵĂƚĞƌŝĂůƐƉƌĂĐƟĐĂďůĞ͕ĐŽŶƐŝƐƚĞŶƚǁŝƚŚŵĂŝŶƚĂŝŶŝŶŐĂ ƐĂƟƐĨĂĐƚŽƌLJůĞǀĞůŽĨĐŽŵƉĞƟƟŽŶ͕ǁŚĞƌĞƚŚĞƉƵƌĐŚĂƐĞƉƌŝĐĞŽĨƚŚĞŝƚĞŵĞdžĐĞĞĚƐΨϭϬ͕ϬϬϬŽƌƚŚĞ ǀĂůƵĞŽĨƚŚĞƋƵĂŶƟƚLJĂĐƋƵŝƌĞĚĚƵƌŝŶŐƚŚĞƉƌĞĐĞĚŝŶŐĮƐĐĂůLJĞĂƌĞdžĐĞĞĚĞĚΨϭϬ͕ϬϬϬ͖ƉƌŽĐƵƌŝŶŐ ƐŽůŝĚǁĂƐƚĞŵĂŶĂŐĞŵĞŶƚƐĞƌǀŝĐĞƐŝŶĂŵĂŶŶĞƌƚŚĂƚŵĂdžŝŵŝnjĞƐĞŶĞƌŐLJĂŶĚƌĞƐŽƵƌĐĞƌĞĐŽǀĞƌLJ͖ and esƚĂďůŝƐŚŝŶŐĂŶĂĸƌŵĂƟǀĞƉƌŽĐƵƌĞŵĞŶƚƉƌŽŐƌĂŵĨŽƌƉƌŽĐƵƌĞŵĞŶƚŽĨƌĞĐŽǀĞƌĞĚŵĂƚĞƌŝĂůƐ ŝĚĞŶƟĮĞĚŝŶƚŚĞ
WŐƵŝĚĞůŝŶĞƐ͘
xiii) &
Z>^
>;^Ϳ͕>K'K^͕E&>'^͘ The Supplier cannot use the seal(s), logos, crests, ŽƌƌĞƉƌŽĚƵĐƟŽŶƐŽĨŇĂŐƐŽƌůŝŬĞŶĞƐƐĞƐŽĨ&ĞĚĞƌĂůĂŐĞŶĐLJŽĸĐŝĂůƐǁŝƚŚŽƵƚƐƉĞĐŝĮĐƉƌĞ-approval. xiv) NO OBLIGATION BY FEDERAL GOVERNMENT. dŚĞh͘^͘ĨĞĚĞƌĂůŐŽǀĞƌŶŵĞŶƚŝƐŶŽƚĂƉĂƌƚLJ ƚŽƚŚŝƐŐƌĞĞŵĞŶƚŽƌĂŶLJƉƵƌĐŚĂƐĞďLJĂWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĂŶĚŝƐŶŽƚƐƵďũĞĐƚƚŽĂŶLJŽďůŝŐĂƟŽŶƐ
ŽƌůŝĂďŝůŝƟĞƐƚŽƚŚĞWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͕^ƵƉƉůŝĞƌ͕ŽƌĂŶLJŽƚŚĞƌƉĂƌƚLJƉĞƌƚĂŝŶŝŶŐƚŽĂŶLJŵĂƩĞƌ ƌĞƐƵůƟŶŐĨƌŽŵƚŚĞŐƌĞĞŵĞŶƚŽƌĂŶLJƉƵƌĐŚĂƐĞďLJĂŶĂƵƚŚŽƌŝnjĞĚƵƐĞƌ͘ xv) PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED ACTS. The ŽŶƚƌĂĐƚŽƌĂĐŬŶŽǁůĞĚŐĞƐƚŚĂƚϯϭh͘^͘͘Αϯϴ;ĚŵŝŶŝƐƚƌĂƟǀĞZĞŵĞĚŝĞƐĨŽƌ&ĂůƐĞůĂŝŵƐĂŶĚ ^ƚĂƚĞŵĞŶƚƐͿĂƉƉůŝĞƐƚŽƚŚĞ^ƵƉƉůŝĞƌ͛ƐĂĐƟŽŶƐƉĞƌƚĂŝŶŝŶŐƚŽƚŚŝƐŐƌĞĞŵĞŶƚŽƌĂŶLJƉƵƌĐŚĂƐĞďLJĂ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͘
xvi) FEDERAL DEBT. dŚĞ^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚŝƚŝƐŶŽŶ-ĚĞůŝŶƋƵĞŶƚŝŶŝƚƐƌĞƉĂLJŵĞŶƚŽĨĂŶLJ ĨĞĚĞƌĂůĚĞďƚ͘
džĂŵƉůĞƐŽĨƌĞůĞǀĂŶƚĚĞďƚŝŶĐůƵĚĞĚĞůŝŶƋƵĞŶƚƉĂLJƌŽůůĂŶĚŽƚŚĞƌƚĂdžĞƐ͕ĂƵĚŝƚ ĚŝƐĂůůŽǁĂŶĐĞ͕ĂŶĚďĞŶĞĮƚŽǀĞƌƉĂLJŵĞŶƚƐ͘
xvii) CONFLICTS OF INTEREST. dŚĞ^ƵƉƉůŝĞƌŵƵƐƚŶŽƟĨLJƚŚĞh͘^͘KĸĐĞŽĨ'ĞŶĞƌĂů^ĞƌǀŝĐĞƐ͕ ^ŽƵƌĐĞǁĞůů͕ĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĂƐƐŽŽŶĂƐƉŽƐƐŝďůĞŝĨƚŚŝƐŐƌĞĞŵĞŶƚŽƌĂŶLJĂƐƉĞĐƚƌĞůĂƚĞĚ ƚŽƚŚĞĂŶƟĐŝƉĂƚĞĚǁŽƌŬƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚƌĂŝƐĞƐĂŶĂĐƚƵĂůŽƌƉŽƚĞŶƟĂůĐŽŶŇŝĐƚŽĨŝŶƚĞƌĞƐƚ(as ĚĞƐĐƌŝďĞĚŝŶϮ͘&͘Z͘WĂƌƚϮϬϬͿ͘dŚĞ^ƵƉƉůŝĞƌŵƵƐƚĞdžƉůĂŝŶƚŚĞĂĐƚƵĂůŽƌƉŽƚĞŶƟĂůĐŽŶŇŝĐƚŝŶ ǁƌŝƟŶŐŝŶƐƵĸĐŝĞŶƚĚĞƚĂŝůƐŽƚŚĂƚƚŚĞh͘^͘KĸĐĞŽĨ'ĞŶĞƌĂů^ĞƌǀŝĐĞƐ͕^ŽƵƌĐĞǁĞůů͕ĂŶĚ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĂƌĞĂďůĞƚŽĂƐƐĞƐƐƚŚĞĂĐƚƵĂůŽƌƉŽƚĞŶƟĂůĐŽŶŇŝĐƚ͖ĂŶĚƉƌŽǀŝĚĞĂŶLJĂĚĚŝƟŽŶĂů ŝŶĨŽƌŵĂƟŽŶĂƐŶĞĐĞƐƐĂƌLJŽƌƌĞƋƵĞƐƚĞĚ͘
xviii) h͘^͘
y
hd/s
KZ
ZϭϯϮϮϰ͘ The Supplier, and its subcontractors, must comply with h͘^͘
džĞĐƵƟǀĞKƌĚĞƌϭϯϮϮϰĂŶĚh͘^͘>ĂǁƐƚŚĂƚƉƌŽŚŝďŝƚƚƌĂŶƐĂĐƟŽŶƐǁŝƚŚĂŶĚƉƌŽǀŝƐŝŽŶŽĨ ƌĞƐŽƵƌĐĞƐĂŶĚƐƵƉƉŽƌƚƚŽŝŶĚŝǀŝĚƵĂůƐĂŶĚŽƌŐĂŶŝnjĂƟŽŶƐĂƐƐŽĐŝĂƚĞĚǁŝƚŚƚĞƌƌŽƌŝƐŵ͘ Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 080124-FMC
v052824 7
xix) PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE ^
Zs/
^KZ
Yh/WD
Ed͘ dŽƚŚĞĞdžƚĞŶƚĂƉƉůŝĐĂďůĞ͕^ƵƉƉůŝĞƌĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨ ƚŚŝƐŐƌĞĞŵĞŶƚŝƚǁŝůůĐŽŵƉůLJǁŝƚŚĂƉƉůŝĐĂďůĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨϮ͘&͘Z͘ΑϮϬϬ͘Ϯϭϲ͘ xx) DOMESTIC PREFERENCES FOR PROCUREMENTS. To the extent applicable, Supplier ĐĞƌƟĮĞƐƚŚĂƚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕^ƵƉƉůŝĞƌǁŝůůĐŽŵƉůLJǁŝƚŚĂƉƉůŝĐĂďůĞ ƌĞƋƵŝƌĞŵĞŶƚƐŽĨϮ͘&͘Z͘ΑϮϬϬ͘ϯϮϮ͘
17) Force Majeure. EĞŝƚŚĞƌƉĂƌƚLJƚŽƚŚŝƐŐƌĞĞŵĞŶƚǁŝůůďĞŚĞůĚƌĞƐƉŽŶƐŝďůĞĨŽƌĚĞůĂLJŽƌĚĞĨĂƵůƚĐĂƵƐĞĚ ďLJĂĐƚƐŽĨ'ŽĚŽƌŽƚŚĞƌĐŽŶĚŝƟŽŶƐƚŚĂƚĂƌĞďĞLJŽŶĚƚŚĂƚƉĂƌƚLJ͛ƐƌĞĂƐŽŶĂďůĞĐŽŶƚƌŽů͘ƉĂƌƚLJ ĚĞĨĂƵůƟŶŐƵŶĚĞƌƚŚŝƐƉƌŽǀŝƐŝŽŶŵƵƐƚƉƌŽǀŝĚĞƚŚĞŽƚŚĞƌƉĂƌƚLJƉƌŽŵƉƚǁƌŝƩĞŶŶŽƟĐĞŽĨƚŚĞĚĞĨĂƵůƚ͘ ƌƟĐůĞϮ͗
^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌKďůŝŐĂƟŽŶƐ
dŚĞdĞƌŵƐŝŶƚŚŝƐƌƟĐůĞϮƌĞůĂƚĞƐƉĞĐŝĮĐĂůůLJƚŽ^ŽƵƌĐĞǁĞůůĂŶĚŝƚƐĂĚŵŝŶŝƐƚƌĂƟŽŶŽĨƚŚŝƐDĂƐƚĞƌ ŐƌĞĞŵĞŶƚǁŝƚŚ^ƵƉƉůŝĞƌĂŶĚ^ƵƉƉůŝĞƌ͛ƐŽďůŝŐĂƟŽŶƐƚŚĞƌĞƵŶĚĞƌ͘ 1) Authorized Sellers͘^ƵƉƉůŝĞƌŵƵƐƚƉƌŽǀŝĚĞ^ŽƵƌĐĞǁĞůůĂĐƵƌƌĞŶƚŵĞĂŶƐƚŽǀĂůŝĚĂƚĞŽƌĂƵƚŚĞŶƟĐĂƚĞ ^ƵƉƉůŝĞƌ͛ƐĂƵƚŚŽƌŝnjĞĚĚĞĂůĞƌƐ͕ĚŝƐƚƌŝďƵƚŽƌƐ͕ŽƌƌĞƐĞůůĞƌƐǁŚŝĐŚŵĂLJĐŽŵƉůĞƚĞƚƌĂŶƐĂĐƟŽŶƐŽĨ/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐŽīĞƌĞĚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘^ŽƵƌĐĞǁĞůůŵĂLJƌĞƋƵĞƐƚƵƉĚĂƚĞĚŝŶĨŽƌŵĂƟŽŶŝŶŝƚƐ ĚŝƐĐƌĞƟŽŶ͕ĂŶĚ^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŽƉƌŽǀŝĚĞƌĞƋƵĞƐƚĞĚŝŶĨŽƌŵĂƟŽŶǁŝƚŚŝŶĂƌĞĂƐŽŶĂďůĞƟŵĞ͘ 2) WƌŽĚƵĐƚĂŶĚWƌŝĐĞŚĂŶŐĞƐZĞƋƵŝƌĞŵĞŶƚƐ͘ ^ƵƉƉůŝĞƌŵĂLJƌĞƋƵĞƐƚ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐchanges, ĂĚĚŝƟŽŶƐ͕ŽƌĚĞůĞƟŽŶƐĂƚĂŶLJƟŵĞ͘ůůƌĞƋƵĞƐƚƐŵƵƐƚďĞŵĂĚĞŝŶǁƌŝƟŶŐďLJƐƵďŵŝƫŶŐĂ^ŽƵƌĐĞǁĞůů WƌŝĐĞĂŶĚWƌŽĚƵĐƚŚĂŶŐĞZĞƋƵĞƐƚ&ŽƌŵƚŽ^ŽƵƌĐĞǁĞůů͘ƚĂŵŝŶŝŵƵŵ͕ƚŚĞƌĞƋƵĞƐƚŵƵƐƚ͗ x /ĚĞŶƟĨLJƚŚĞĂƉƉůŝĐĂďůĞ^ŽƵƌĐĞǁĞůůŐƌĞĞŵĞŶƚŶƵŵďĞƌ͖
x ůĞĂƌůLJƐƉĞĐŝĨLJƚŚĞƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ͖
x WƌŽǀŝĚĞƐƵĸĐŝĞŶƚĚĞƚĂŝůƚŽũƵƐƟĨLJƚŚĞƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ͖ x /ŶĚŝǀŝĚƵĂůůLJůŝƐƚĂůů/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐĂīĞĐƚĞĚďLJƚŚĞƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ͕ĂůŽŶŐǁŝƚŚƚŚĞ ƌĞƋƵĞƐƚĞĚĐŚĂŶŐĞ;Ğ͘Ő͕͘ĂĚĚŝƟŽŶ͕ĚĞůĞƟŽŶ͕ƉƌŝĐĞĐŚĂŶŐĞͿ͖ĂŶĚ x /ŶĐůƵĚĞĂĐŽŵƉůĞƚĞƌĞƐƚĂƚĞŵĞŶƚŽĨWƌŝĐŝŶŐ>ŝƐƚǁŝƚŚƚŚĞĞīĞĐƟǀĞĚĂƚĞŽĨƚŚĞŵŽĚŝĮĞĚƉƌŝĐŝŶŐ͕ ŽƌƉƌŽĚƵĐƚĂĚĚŝƟŽŶŽƌĚĞůĞƟŽŶ͘dŚĞŶĞǁƉƌŝĐŝŶŐƌĞƐƚĂƚĞŵĞŶƚŵƵƐƚŝŶĐůƵĚĞĂůů/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐŽīĞƌĞĚ͕ĞǀĞŶĨŽƌƚŚŽƐĞŝƚĞŵƐǁŚĞƌĞƉƌŝĐŝŶŐƌĞŵĂŝŶƐƵŶĐŚĂŶŐĞĚ͘ ĨƵůůLJĞdžĞĐƵƚĞĚ^ŽƵƌĐĞǁĞůůWƌŝĐĞĂŶĚWƌŽĚƵĐƚŚĂŶŐĞZĞƋƵĞƐƚ&ŽƌŵǁŝůůďĞĐŽŵĞĂŶĂŵĞŶĚŵĞŶƚƚŽ ƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚǁŝůůďĞŝŶĐŽƌƉŽƌĂƚĞĚďLJƌĞĨĞƌĞŶĐĞ͘
ϯͿ ƵƚŚŽƌŝnjĞĚZĞƉƌĞƐĞŶƚĂƟǀĞ͘ ^ƵƉƉůŝĞƌǁŝůůĂƐƐŝŐŶĂŶƵƚŚŽƌŝnjĞĚZĞƉƌĞƐĞŶƚĂƟǀĞƚŽ^ŽƵƌĐĞǁĞůůĨŽƌƚŚŝƐ ŐƌĞĞŵĞŶƚĂŶĚŵƵƐƚƉƌŽǀŝĚĞƉƌŽŵƉƚŶŽƟĐĞƚŽ^ŽƵƌĐĞǁĞůůŝĨƚŚĂƚƉĞƌƐŽŶŝƐĐŚĂŶŐĞĚ͘dŚĞƵƚŚŽƌŝnjĞĚ ZĞƉƌĞƐĞŶƚĂƟǀĞǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌ͗
x DĂŝŶƚĞŶĂŶĐĞĂŶĚŵĂŶĂŐĞŵĞŶƚŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͖
x dŝŵĞůLJƌĞƐƉŽŶƐĞƚŽĂůů^ŽƵƌĐĞǁĞůůĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŝŶƋƵŝƌŝĞƐ͖ĂŶĚ
x WĂƌƟĐŝƉĂƟŽŶŝŶƌĞǀŝĞǁƐǁŝƚŚ^ŽƵƌĐĞǁĞůů͘
^ŽƵƌĐĞǁĞůůΖƐƵƚŚŽƌŝnjĞĚZĞƉƌĞƐĞŶƚĂƟǀĞŝƐŝƚƐŚŝĞĨWƌŽĐƵƌĞŵĞŶƚKĸĐĞƌ.
Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 080124-FMC
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4) WĞƌĨŽƌŵĂŶĐĞZĞǀŝĞǁƐ͘ Supplier will ƉĞƌĨŽƌŵĂŵŝŶŝŵƵŵŽĨŽŶĞƌĞǀŝĞǁǁŝƚŚ^ŽƵƌĐĞǁĞůůƉĞƌ ĂŐƌĞĞŵĞŶƚLJĞĂƌ͘dŚĞƌĞǀŝĞǁǁŝůůĐŽǀĞƌƚƌĂŶƐĂĐƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ͕ƉƌŝĐŝŶŐĂŶĚƚĞƌŵƐ͕
ĂĚŵŝŶŝƐƚƌĂƟǀĞĨĞĞƐ͕ƐĂůĞƐĚĂƚĂƌĞƉŽƌƚƐ͕ƉĞƌĨŽƌŵĂŶĐĞŝƐƐƵĞƐ͕ƐƵƉƉůLJ chain issues, customer issues, and ĂŶLJŽƚŚĞƌŶĞĐĞƐƐĂƌLJŝŶĨŽƌŵĂƟŽŶ͘
5) ^ĂůĞƐZĞƉŽƌƟŶŐZĞƋƵŝƌĞĚ͘ ^ƵƉƉůŝĞƌŝƐƌĞƋƵŝƌĞĚĂƐĂŵĂƚĞƌŝĂůĞůĞŵĞŶƚƚŽƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚƚŽ ƌĞƉŽƌƚĂůůĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐƵƟůŝnjŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͘&ĂŝůƵƌĞƚŽ
provide complete and accurate ƌĞƉŽƌƚƐĂƐĚĞĮŶĞĚŚĞƌĞŝŶǁŝůůďĞĂŵĂƚĞƌŝĂůďƌĞĂĐŚŽĨƚŚĞŐƌĞĞŵĞŶƚ ĂŶĚ^ŽƵƌĐĞǁĞůůƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽƉƵƌƐƵĞĂůůƌĞŵĞĚŝĞƐĂǀĂŝůĂďůĞĂƚůĂǁŝŶĐůƵĚŝŶŐĐĂŶĐĞůůĂƟŽŶŽĨ this Agreement.
6) ZĞƉŽƌƟŶŐZĞƋƵŝƌĞŵĞŶƚƐ͘ ^ƵƉƉůŝĞƌŵƵƐƚƉƌŽǀŝĚĞ^ŽƵƌĐĞǁĞůůĂŶĂĐƟǀŝƚLJƌĞƉŽƌƚŽĨĂůůƚƌĂŶƐĂĐƟŽŶƐ ĐŽŵƉůĞƚĞĚƵƟůŝnjŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͘ZĞƉŽƌƚƐĂƌĞĚƵĞĂƚůĞĂƐƚŽŶĐĞĞĂĐŚĐĂůĞŶĚĂƌƋƵĂƌƚĞƌ;ZĞƉŽƌƟŶŐ WĞƌŝŽĚͿ͘ZĞƉŽƌƚƐŵƵƐƚďĞƌĞĐĞŝǀĞĚŶŽůĂƚĞƌƚŚĂŶϰϱĐĂůĞŶĚĂƌĚĂLJƐĂŌĞƌƚŚĞĞŶĚŽĨĞĂch calendar ƋƵĂƌƚĞƌ͘^ƵƉƉůŝĞƌŵĂLJƌĞƉŽƌƚŽŶĂŵŽƌĞĨƌĞƋƵĞŶƚďĂƐŝƐŝŶŝƚƐĚŝƐĐƌĞƟŽŶ͘ZĞƉŽƌƚƐŵƵƐƚďĞƉƌŽǀŝĚĞĚ ƌĞŐĂƌĚůĞƐƐŽĨƚŚĞĂŵŽƵŶƚŽĨĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐĚƵƌŝŶŐƚŚĂƚƋƵĂƌƚĞƌ;ŝ͘Ğ͕͘ŝĨƚŚĞƌĞĂƌĞŶŽƐĂůĞƐ͕ Supplier must submit a ƌĞƉŽƌƚŝŶĚŝĐĂƟŶŐŶŽƐĂůĞƐǁĞƌĞŵĂĚĞͿ͘ dŚĞZĞƉŽƌƚŵƵƐƚĐŽŶƚĂŝŶƚŚĞĨŽůůŽǁŝŶŐĮĞůĚƐ͗
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJEĂŵĞ;Ğ͘Ő͕͘ŝƚLJŽĨ^ƚĂƉůĞƐ,ŝŐŚǁĂLJĞƉĂƌƚŵĞŶƚͿ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJWŚLJƐŝĐĂů^ƚƌĞĞƚĚĚƌĞƐƐ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŝƚLJ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ^ƚĂƚĞͬWƌŽǀŝŶĐĞ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŝƉͬWŽƐƚĂůŽĚĞ͖
x ^ŽƵƌĐĞǁĞůůWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJAccount Number;
x dƌĂŶƐĂĐƟŽŶĞƐĐƌŝƉƟŽŶ͖
x dƌĂŶƐĂĐƟŽŶWƵƌĐŚĂƐĞĚWƌŝĐĞ͖
x ^ŽƵƌĐĞǁĞůůĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƉƉůŝĞĚ͖ĂŶĚ
x ĂƚĞdƌĂŶƐĂĐƟŽŶǁĂƐŝŶǀŽŝĐĞĚͬƐĂůĞǁĂƐƌĞĐŽŐŶŝnjĞĚĂƐƌĞǀĞŶƵĞďLJ^ƵƉƉůŝĞƌ͘ /Ĩcollected by Supplier, ƚŚĞZĞƉŽƌƚŵĂLJŝŶĐůƵĚĞƚŚĞĨŽůůŽǁŝŶŐĮĞůĚƐĂƐĂǀĂŝůĂďůĞ͗ x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŽŶƚĂĐƚEĂŵĞ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŽŶƚĂĐƚ
ŵĂŝůĚĚƌĞƐƐ͖
x WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŽŶƚĂĐƚdĞůĞƉŚŽŶĞEƵŵďĞƌ͖
7) ĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞ͘ /ŶĐŽŶƐŝĚĞƌĂƟŽŶĨŽƌƚŚĞƐƵƉƉŽƌƚĂŶĚƐĞƌǀŝĐĞƐƉƌŽǀŝĚĞĚďLJ^ŽƵƌĐĞǁĞůů͕^ƵƉƉůŝĞƌ ǁŝůůƉĂLJĂŶĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƚŽ^ŽƵƌĐĞǁĞůůŽŶĂůůĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐ
ƵƟůŝnjŝŶŐƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌǁŝůůŝŶĐůƵĚĞŝƚƐĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞǁŝƚŚin its proposed pricing. ^ƵƉƉůŝĞƌŵĂLJŶŽƚĚŝƌĞĐƚůLJĐŚĂƌŐĞWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐƚŽŽīƐĞƚƚŚĞĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞ͘
8) &ĞĞĂůĐƵůĂƟŽŶ͘ ^ƵƉƉůŝĞƌ͛ƐĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƉĂLJĂďůĞƚŽ^ŽƵƌĐĞǁĞůůǁŝůůďĞĐĂůĐƵůĂƚĞĚĂƐĂƐƚĂƚĞĚ ƉĞƌĐĞŶƚĂŐĞ;ůŝƐƚĞĚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂůͿŽĨĂůůĐŽŵƉůĞƚĞĚƚƌĂŶƐĂĐƟŽŶƐƵƟůŝnjŝŶŐƚŚŝƐDĂƐƚĞƌ ŐƌĞĞŵĞŶƚǁŝƚŚŝŶƚŚĞƉƌĞĐĞĚŝŶŐZĞƉŽƌƟŶŐWĞƌŝŽĚ͘ For certain categories, a ŇĂƚĨĞĞ may be proposed. dŚĞĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞǁŝůůďĞƐƚĂƚĞĚŝŶ^ƵƉƉůŝĞƌ͛ƐWƌŽƉŽƐĂů. 9) &ĞĞZĞŵŝƩĂŶĐĞ͘ ^ƵƉƉůŝĞƌǁŝůůƌĞŵŝƚĨĞĞƚŽ^ŽƵƌĐĞǁĞůůŶŽůĂƚĞƌƚŚĂŶϰϱĐĂůĞŶĚĂƌĚĂLJƐĂŌĞƌƚŚĞĐůŽƐĞ ŽĨƚŚĞƉƌĞĐĞĚŝŶŐĐĂůĞŶĚĂƌƋƵĂƌƚĞƌŝŶĐŽŶũƵŶĐƟŽŶǁŝƚŚ^ƵƉƉůŝĞƌ͛ƐZĞƉŽƌƟŶŐWĞƌŝŽĚŽďůŝŐĂƟŽŶƐ Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 080124-FMC
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ĚĞĮŶĞĚŚĞƌĞŝŶ͘WĂLJŵĞŶƚƐƐŚŽƵůĚŶŽƚĞƚŚĞ^ƵƉƉůŝĞƌ͛ƐŶĂŵĞĂŶĚ^ŽƵƌĐĞǁĞůů-assigned Agreement number in the memo; and must be either mailed to Sourcewell ĂďŽǀĞ͞ƩŶ͗ĐĐŽƵŶƚƐZĞĐĞŝǀĂďůĞ͟Žƌ ƌĞŵŝƩĞĚĞůĞĐƚƌŽŶŝĐĂůůLJƚŽ^ŽƵƌĐĞǁĞůů͛ƐďĂŶŬŝŶŐŝŶƐƟƚƵƟŽŶƉĞƌ^ŽƵƌĐĞǁĞůů͛Ɛ&ŝŶĂŶĐĞĚĞƉĂƌƚŵĞŶƚ ŝŶƐƚƌƵĐƟŽŶƐ͘
10) Noncompliance. ^ŽƵƌĐĞǁĞůůƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚƚŽƐĞĞŬĂůůƌĞŵĞĚŝĞƐavailable ĂƚůĂǁĨŽƌƵŶƉĂŝĚŽƌ ƵŶĚĞƌƉĂŝĚĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐĚƵĞƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘&ĂŝůƵƌĞƚŽƌĞŵŝƚƉĂLJŵĞŶƚ͕ĚĞůŝŶƋƵĞŶƚ payments͕ƵŶĚĞƌƉĂLJŵĞŶƚƐ͕ŽƌŽƚŚĞƌĚĞǀŝĂƟŽŶƐĨƌŽŵƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚŝƐŐƌĞĞŵĞŶƚŵĂLJďĞ ĚĞĞŵĞĚĂŵĂƚĞƌŝĂůďƌĞĂĐŚĂŶĚŵĂLJƌĞƐƵůƚŝŶĐĂŶĐĞůůĂƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚĂŶĚĚŝƐďĂƌŵĞŶƚĨƌŽŵ ĨƵƚƵƌĞŐƌĞĞŵĞŶƚƐ͘
11) ƵĚŝƚZĞƋƵŝƌĞŵĞŶƚƐ͘ Pursuant to Minn. Stat. Α ϭϲ͘Ϭϱ͕ƐƵďĚŝǀŝƐŝŽŶϱ͕ƚŚĞŬƐ͕ƌĞĐŽƌĚƐ͕ ĚŽĐƵŵĞŶƚƐ͕ĂŶĚĂĐĐŽƵŶƟŶŐƉƌŽĐĞĚƵƌĞƐĂŶĚƉƌĂĐƟĐĞƐƌĞůĞǀĂŶƚƚŽƚŚŝƐŐƌĞĞŵĞŶƚĂƌĞƐƵďũĞĐƚƚŽ ĞdžĂŵŝŶĂƟŽŶďLJ^ŽƵƌĐĞǁĞůůand ƚŚĞDŝŶŶĞƐŽƚĂ^ƚĂƚĞƵĚŝƚŽƌĨŽƌĂŵŝŶŝŵƵŵŽĨƐŝdžLJĞĂƌƐĨƌŽŵƚŚĞĞŶĚ ŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘^ƵƉƉůŝĞƌĂŐƌĞĞƐƚŽĨƵůůLJĐŽŽƉĞƌĂƚĞǁŝƚŚ^ŽƵƌĐĞǁĞůůŝŶĂƵĚŝƟŶŐƚƌĂŶƐĂĐƟŽŶƐƵŶĚĞƌ ƚŚŝƐŐƌĞĞŵĞŶƚƚŽĞŶƐƵƌĞĐŽŵƉůŝĂŶĐĞǁŝƚŚƉƌŝĐŝŶŐƚĞƌŵƐ͕ĐŽƌƌĞĐƚĐĂůĐƵůĂƟŽŶĂŶĚƌĞŵŝƩĂŶĐĞŽĨ ĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐ͕ĂŶĚǀĞƌŝĮĐĂƟŽŶ ŽĨƚƌĂŶƐĂĐƟŽŶƐĂƐŵĂLJďĞƌĞƋƵĞƐƚĞĚďLJĂWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJŽƌ
Sourcewell.
12) ƐƐŝŐŶŵĞŶƚ͕dƌĂŶƐĨĞƌ͕and ĚŵŝŶŝƐƚƌĂƟǀĞŚĂŶŐĞƐ͘EĞŝƚŚĞƌƉĂƌƚLJŵĂLJĂƐƐŝŐŶŽƌŽƚŚĞƌǁŝƐĞƚƌĂŶƐĨĞƌ its rights or oblŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚǁŝƚŚŽƵƚƚŚĞƉƌŝŽƌǁƌŝƩĞŶĐŽŶƐĞŶƚŽĨƚŚĞŽƚŚĞƌƉĂƌƚLJ ĂŶĚĂĨƵůůLJĞdžĞĐƵƚed assignment agreement. Such consent will not be unreasonably withheld. Any ƉƌŽŚŝďŝƚĞĚĂƐƐŝŐŶŵĞŶƚŝƐŝŶǀĂůŝĚ͘hƉŽŶƌĞƋƵĞƐƚ by Supplier, ^ŽƵƌĐĞǁĞůůŵĂLJŵĂŬĞĂĚŵŝŶŝƐƚƌĂƟǀĞ ĐŚĂŶŐĞƐƚŽĂŐƌĞĞŵĞŶƚĚŽĐƵŵĞŶƚĂƟŽŶƐƵĐŚĂƐŶĂŵĞĐŚĂŶŐĞƐ͕ĂĚĚƌĞƐƐĐŚĂŶŐĞƐ͕ĂŶĚŽƚŚĞƌŶŽŶmaterial updates as determined withiŶŝƚƐƐŽůĞĚŝƐĐƌĞƟŽŶ͘ ϭϯͿ Amendments. ŶLJŵĂƚĞƌŝĂůĐŚĂŶŐĞƚŽƚŚŝƐŐƌĞĞŵĞŶƚŵƵƐƚďĞĞdžĞĐƵƚĞĚŝŶǁƌŝƟŶŐƚŚƌŽƵŐŚĂŶ ĂŵĞŶĚŵĞŶƚĂŶĚǁŝůůŶŽƚďĞĞīĞĐƟǀĞƵŶƟůŝƚŚĂƐďĞĞŶĚƵůLJĞdžĞĐƵƚĞĚďLJƚŚĞƉĂƌƟĞƐ. 14) Waiver. Failure by Sourcewell to ĞŶĨŽƌĐĞany right under this Agreement will not be deemed a waiver ŽĨƐƵĐŚƌŝŐŚƚŝŶƚŚĞĞǀĞŶƚŽĨƚŚĞĐŽŶƟŶƵĂƟŽŶŽƌƌĞƉĞƟƟŽŶŽĨƚŚĞĐŝƌĐƵŵƐƚĂŶĐĞƐŐŝǀŝŶŐƌŝƐĞƚŽƐƵĐŚ right.
15) ŽŵƉůĞƚĞŐƌĞĞŵĞŶƚ͘ dŚŝƐŐƌĞĞŵĞŶƚƌĞƉƌĞƐĞŶƚƐƚŚĞĐŽŵƉůĞƚĞĂŐƌĞĞŵĞŶƚďĞƚǁĞĞŶƚŚĞƉĂƌƟĞƐ ĨŽƌ ƚŚĞƐĐŽƉĞĂƐĚĞĮŶĞĚŚĞƌĞŝŶ͘^ƵƉƉůŝĞƌĂŶĚ^ŽƵƌĐĞǁĞůůŵĂLJĞŶƚĞƌŝŶƚŽƐĞƉĂƌĂƚĞǁƌŝƩĞŶĂŐƌĞĞŵĞŶƚƐ ƌĞůĂƟŶŐƐƉĞĐŝĮĐĂůůLJƚŽƚƌĂŶƐĂĐƟŽŶƐŽƵƚƐŝĚĞŽĨƚŚĞƐĐŽƉĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͘ 16) ZĞůĂƟŽŶƐŚŝƉŽĨ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌ͘ dŚŝƐŐƌĞĞŵĞŶƚĚŽĞƐŶŽƚĐƌĞĂƚĞĂƉĂƌƚŶĞƌƐŚŝƉ͕ũŽŝŶƚ ǀĞŶƚƵƌĞ͕ŽƌĂŶLJŽƚŚĞƌƌĞůĂƟŽŶƐŚŝƉƐƵĐŚĂƐĞŵƉůŽLJĞĞ͕ŝŶĚĞƉĞŶĚĞŶƚĐŽŶƚƌĂĐƚŽƌ͕ŵĂƐƚĞƌ-servant, or principal-agent.
17) /ŶĚĞŵŶŝĮĐĂƟŽŶ͘ ^ƵƉƉůŝĞƌŵƵƐƚŝŶĚĞŵŶŝĨLJ͕ĚĞĨĞŶĚ͕ƐĂǀĞ͕ĂŶĚŚŽůĚ^ŽƵƌĐĞǁĞůů͕ŝŶĐůƵĚŝŶŐƚŚĞŝƌĂŐĞŶƚƐ ĂŶĚĞŵƉůŽLJĞĞƐ͕ŚĂƌŵůĞƐƐĨƌŽŵĂŶLJĐůĂŝŵƐŽƌĐĂƵƐĞƐŽĨĂĐƟŽŶ͕ŝŶĐůƵĚŝŶŐĂƩŽƌŶĞLJƐ͛ĨĞĞƐŝŶĐƵƌƌĞĚďLJ ^ŽƵƌĐĞǁĞůů͕ĂƌŝƐŝŶŐŽƵƚŽĨĂŶLJĂĐƚŽƌŽŵŝƐƐŝŽŶŝŶƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚŝƐ Agreement by the Supplier ŽƌŝƚƐĂŐĞŶƚƐŽƌĞŵƉůŽLJĞĞƐ͖ƚŚŝƐŝŶĚĞŵŶŝĮĐĂƟŽŶŝŶĐůƵĚĞƐŝŶũƵƌLJŽƌĚĞĂƚŚƚŽƉĞƌƐŽŶ;ƐͿŽƌƉƌŽƉĞƌƚLJ ĂůůĞŐĞĚƚŽŚĂǀĞďĞĞŶĐĂƵƐĞĚďLJƐŽŵĞĚĞĨĞĐƚŝŶĚĞƐŝŐŶ͕ĐŽŶĚŝƟŽŶ͕ŽƌƉĞƌĨŽƌŵĂŶĐĞŽĨ/ŶĐůƵĚĞĚ ^ŽůƵƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚ͘^ŽƵƌĐĞǁĞůů͛ƐƌĞƐƉŽŶƐŝďŝůŝƚLJǁŝůůďĞŐŽǀĞƌŶĞĚďLJƚŚĞ^ƚĂƚĞŽĨ DŝŶŶĞƐŽƚĂ͛ƐdŽƌƚ>ŝĂďŝůŝƚLJĐƚ;DŝŶŶĞƐŽƚĂ^ƚĂƚƵƚĞƐŚĂƉƚĞƌϰϲϲͿĂŶĚŽƚŚĞƌĂƉƉůŝĐĂďůĞůĂǁ͘ Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 080124-FMC
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18) ĂƚĂWƌĂĐƟĐĞƐ͘ ^ƵƉƉůŝĞƌĂŶĚ^ŽƵƌĐĞǁĞůůĂĐŬŶŽǁůĞĚŐĞ^ŽƵƌĐĞǁĞůůŝƐƐƵďũĞĐƚƚŽƚŚĞDŝŶŶĞƐŽƚĂ 'ŽǀĞƌŶŵĞŶƚĂƚĂWƌĂĐƟĐĞƐĐƚ͕DŝŶŶĞƐŽƚĂ^ƚĂƚƵƚĞƐŚĂƉƚĞƌϭϯ͘ƐŝƚĂƉƉůŝĞƐƚŽĂůůĚĂƚĂĐƌĞĂƚĞĚĂŶĚ ŵĂŝŶƚĂŝŶĞĚŝŶƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕^ƵƉƉůŝĞƌŵĂLJďĞƐƵďũĞĐƚƚŽƚŚĞƌĞƋƵŝƌĞŵĞŶƚƐŽĨƚŚŝƐ chapter.
19) Grant of License.
a) ƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͗
i) ^ƵƉƉůŝĞƌWƌŽŵŽƟŽŶ͘ Sourcewell grants to Supplier a royalty-ĨƌĞĞ͕ǁŽƌůĚǁŝĚĞ͕ŶŽŶ-exclusive ƌŝŐŚƚĂŶĚůŝĐĞŶƐĞƚŽƵƐĞƚŚĞƚƌĂĚĞŵĂƌŬ;ƐͿƉƌŽǀŝĚĞĚƚŽ^ƵƉƉůŝĞƌďLJ^ŽƵƌĐĞǁĞůůŝŶĂĚǀĞƌƟƐŝŶŐ͕ ƉƌŽŵŽƟŽŶĂůŵĂƚĞƌŝĂůƐ͕ĂŶĚŝŶĨŽƌŵĂƟŽŶĂůƐŝƚĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂƌŬĞƟŶŐ^ŽƵƌĐĞǁĞůů͛Ɛ Agreement with Supplier.
ii) ^ŽƵƌĐĞǁĞůůWƌŽŵŽƟŽŶ͘ Supplier grants to Sourcewell a royalty-ĨƌĞĞ͕ǁŽƌůĚǁŝĚĞ͕ŶŽŶĞdžĐůƵƐŝǀĞƌŝŐŚƚĂŶĚůŝĐĞŶƐĞƚŽƵƐĞ^ƵƉƉůŝĞƌ͛ƐƚƌĂĚĞŵĂƌŬƐŝŶĂĚǀĞƌƟƐŝŶŐ͕ƉƌŽŵŽƟŽŶĂů ŵĂƚĞƌŝĂůƐ͕ĂŶĚŝŶĨŽƌŵĂƟŽŶĂůƐŝƚĞƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂƌŬĞƟŶŐ^ƵƉƉůŝĞƌ͛ƐŐƌĞĞŵĞŶƚǁŝƚŚ Sourcewell.
b) >ŝŵŝƚĞĚZŝŐŚƚŽĨ^ƵďůŝĐĞŶƐĞ͘ dŚĞƌŝŐŚƚĂŶĚůŝĐĞŶƐĞŐƌĂŶƚĞĚŚĞƌĞŝŶŝŶĐůƵĚĞƐĂůŝŵŝƚĞĚƌŝŐŚƚŽĨĞĂĐŚ ƉĂƌƚLJƚŽŐƌĂŶƚƐƵďůŝĐĞŶƐĞƐƚŽƚŚĞŝƌƌĞƐƉĞĐƟǀĞƐƵďƐŝĚŝĂƌŝĞƐ͕ĚŝƐƚƌŝďƵƚŽƌƐ͕ĚĞĂůĞƌƐ͕ƌĞƐĞůůĞƌƐ͕ ŵĂƌŬĞƟŶŐƌĞƉƌĞƐĞŶƚĂƟǀĞƐ͕ƉĂƌƚŶĞƌƐ͕ŽƌĂŐĞŶƚƐ;ĐŽůůĞĐƟǀĞůLJ͞WĞƌŵŝƩĞĚ^ƵďůŝĐĞŶƐĞĞƐ͟ͿŝŶ ĂĚǀĞƌƟƐŝŶŐ͕ƉƌŽŵŽƟŽŶĂů͕ŽƌŝŶĨŽƌŵĂƟŽŶĂůŵĂƚĞƌŝĂůƐĨŽƌƚŚĞƉƵƌƉŽƐĞŽĨŵĂƌŬĞƟŶŐƚŚĞWĂƌƟĞƐ͛ ƌĞůĂƟŽŶƐŚŝƉ͘ŶLJƐƵďůŝĐĞŶƐĞŐƌĂŶƚĞĚǁŝůůďĞƐƵďũĞĐƚƚŽƚŚĞƚĞƌŵƐĂŶĚĐŽŶĚŝƟŽŶƐŽĨƚŚŝƐƌƟĐůĞ͘
ĂĐŚƉĂƌƚLJǁŝůůďĞƌĞƐƉŽŶƐŝďůĞĨŽƌĂŶLJďƌĞĂĐŚŽĨƚŚŝƐƐĞĐƟŽŶ ďLJĂŶLJŽĨƚŚĞŝƌƌĞƐƉĞĐƟǀĞ sublicensees.
c) hƐĞ͖YƵĂůŝƚLJŽŶƚƌŽů͘
i) EĞŝƚŚĞƌƉĂƌƚLJŵĂLJĂůƚĞƌƚŚĞŽƚŚĞƌƉĂƌƚLJ͛ƐƚƌĂĚĞŵĂƌŬƐĨƌŽŵƚŚĞĨŽƌŵƉƌŽǀŝĚĞĚĂŶĚŵƵƐƚ ĐŽŵƉůLJǁŝƚŚƌĞŵŽǀĂůƌĞƋƵĞƐƚƐĂƐƚŽƐƉĞĐŝĮĐƵƐĞƐŽĨŝƚƐƚƌĂĚĞŵĂƌŬƐŽƌůŽŐŽƐ. ii)
ĂĐŚƉĂƌƚLJĂŐƌĞĞƐƚŽƵƐĞ͕ĂŶĚƚŽĐĂƵƐĞŝƚƐWĞƌŵŝƩĞĚ^ƵďůŝĐĞŶƐĞĞƐƚŽƵƐĞ͕ƚŚĞŽƚŚĞƌƉĂƌƚLJ͛Ɛ ƚƌĂĚĞŵĂƌŬƐŽŶůLJŝŶŐŽŽĚĨĂŝƚŚĂŶĚŝŶĂĚŝŐŶŝĮĞĚŵĂŶŶĞƌĐŽŶƐŝƐƚĞŶƚǁŝƚŚƐƵĐŚƉĂƌƚLJ͛ƐƵƐĞŽĨ ƚŚĞƚƌĂĚĞŵĂƌŬƐ͘
ĂĐŚƉĂƌƚLJŵĂLJŵĂŬĞǁƌŝƩĞŶŶŽƟĐĞƚŽƚŚĞŽƚŚĞƌƌĞŐĂƌĚŝŶg misuse under ƚŚŝƐƐĞĐƟŽŶ͘dŚĞŽīĞŶĚŝŶŐƉĂƌƚLJǁŝůůŚĂǀĞϯϬĚĂLJƐŽĨƚŚĞĚĂƚĞŽĨƚŚĞǁƌŝƩĞŶŶŽƟĐĞƚŽĐƵƌĞ ƚŚĞŝƐƐƵĞŽƌƚŚĞůŝĐĞŶƐĞͬƐƵďůŝĐĞŶƐĞǁŝůůďĞƚĞƌŵŝŶĂƚĞĚ͘ d) dĞƌŵŝŶĂƟŽŶ͘ hƉŽŶƚŚĞƚĞƌŵŝŶĂƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌĂŶLJƌĞĂƐŽŶ͕ĞĂĐŚƉĂƌƚLJ͕ŝŶĐůƵĚŝŶŐ WĞƌŵŝƩĞĚ^ƵďůŝĐĞŶƐĞĞƐ͕ǁŝůůŚĂǀĞϯϬĚĂLJƐƚŽƌĞŵŽǀĞĂůůdƌĂĚĞŵĂƌŬƐĨƌŽŵƐŝŐŶĂŐĞ͕ǁĞďƐŝƚĞƐ͕ĂŶĚ ƚŚĞůŝŬĞďĞĂƌŝŶŐƚŚĞŽƚŚĞƌƉĂƌƚLJ͛ƐŶĂŵĞŽƌůŽŐŽ;ĞdžĐĞƉƟŶŐ^ŽƵƌĐĞǁĞůů͛ƐƉƌĞ-printed ĐĂƚĂůŽŐŽĨ ƐƵƉƉůŝĞƌƐǁŚŝĐŚŵĂLJďĞƵƐĞĚƵŶƟůƚŚĞŶĞdžƚƉƌŝŶƟŶŐͿ͘^ƵƉƉůŝĞƌŵƵƐƚƌĞƚƵƌŶĂůůŵĂƌŬĞƟŶŐĂŶĚ ƉƌŽŵŽƟŽŶĂůŵĂƚĞƌŝĂůƐ͕ŝŶĐůƵĚŝŶŐƐŝŐŶĂŐĞ͕ƉƌŽǀŝĚĞĚďLJ^ŽƵƌĐĞǁĞůů͕ŽƌĚŝƐƉŽƐĞŽĨŝƚĂĐĐŽƌĚŝŶŐƚŽ ^ŽƵƌĐĞǁĞůů͛ƐǁƌŝƩĞŶĚŝƌĞĐƟŽŶƐ͘
20) sĞŶƵĞĂŶĚ'ŽǀĞƌŶŝŶŐůĂǁďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌKŶůLJ͘ dŚĞƐƵďƐƚĂŶƟǀĞĂŶĚƉƌŽĐĞĚƵƌĂů ůĂǁƐŽĨƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂǁŝůůŐŽǀĞƌŶƚŚŝƐŐƌĞĞŵĞŶƚďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌ͘sĞŶƵĞ ĨŽƌĂůůůĞŐĂůƉƌŽĐĞĞĚŝŶŐƐĂƌŝƐŝŶŐŽƵƚŽĨƚŚŝƐŐƌĞĞŵĞŶƚďĞƚǁĞĞŶ^ŽƵƌĐĞǁĞůůĂŶĚ^ƵƉƉůŝĞƌǁŝůůďĞŝŶ ĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƟŽŶǁŝƚŚŝŶƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂ͘dŚŝƐƐĞĐƟŽŶĚŽĞƐŶŽƚĂƉƉůLJƚŽĂŶLJ ĚŝƐƉƵƚĞďĞƚǁĞĞŶ^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJ͘dŚŝƐŐƌĞĞŵĞŶƚƌĞƐĞƌǀĞƐƚŚĞƌŝŐŚƚĨŽƌ^ƵƉƉůŝĞƌĂŶĚ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJƚŽŶĞŐŽƟĂƚĞƚŚŝƐƚĞƌŵƚŽǁŝƚŚŝŶĂŶLJƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚƐ.
Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 080124-FMC
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21) Severability. /ĨĂŶLJƉƌŽǀŝƐŝŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƐĨŽƵŶĚďLJĂĐŽƵƌƚŽĨĐŽŵƉĞƚĞŶƚũƵƌŝƐĚŝĐƟŽŶƚŽďĞ ŝůůĞŐĂů͕ƵŶĞŶĨŽƌĐĞĂďůĞ͕ŽƌǀŽŝĚƚŚĞŶďŽƚŚƉĂƌƟĞƐǁŝůůďĞƌĞůŝĞǀĞĚĨƌŽŵĂůůŽďůŝŐĂƟŽŶƐĂƌŝƐŝŶŐĨƌŽŵƚŚĂƚ ƉƌŽǀŝƐŝŽŶ͘/ĨƚŚĞƌĞŵĂŝŶĚĞƌŽĨƚŚŝƐŐƌĞĞŵĞŶƚŝƐĐĂƉĂďůĞŽĨďĞŝŶŐƉĞƌĨŽƌŵĞĚ͕ŝƚǁŝůůŶŽƚďĞĂīĞĐƚĞĚ ďLJƐƵĐŚĚĞƚĞƌŵŝŶĂƟŽŶŽƌĮŶĚŝŶŐĂŶĚŵƵƐƚďĞĨƵůůLJƉĞƌĨŽƌŵĞĚ͘ 22) /ŶƐƵƌĂŶĐĞŽǀĞƌĂŐĞ͘ At its own expense, Supplier must maintain valid insurance policy(ies) during ƚŚĞƉĞƌĨŽƌŵĂŶĐĞŽĨƚŚŝƐŐƌĞĞŵĞŶƚǁŝƚŚŝŶƐƵƌĂŶĐĞĐŽŵƉĂŶLJ;ŝĞƐͿůŝĐĞŶƐĞĚŽƌĂƵƚŚŽƌŝnjĞĚƚŽĚŽ ďƵƐŝŶĞƐƐŝŶƚŚĞ^ƚĂƚĞŽĨDŝŶŶĞƐŽƚĂŚĂǀŝŶŐĂŶ͞D
^d͟ƌĂƟŶŐŽĨ- ŽƌďĞƩĞƌ͕ǁŝƚŚĐŽverage and
ůŝŵŝƚƐŽĨŝŶƐƵƌĂŶĐĞŶŽƚůĞƐƐƚŚĂŶƚŚĞĨŽůůŽǁŝŶŐ͗
a) Commercial General Liability Insurance. ^ƵƉƉůŝĞƌǁŝůůŵĂŝŶƚĂŝŶŝŶƐƵƌĂŶĐĞĐŽǀĞƌŝŶŐŝƚƐŽƉĞƌĂƟŽŶƐ͕ ǁŝƚŚĐŽǀĞƌĂŐĞŽŶĂŶŽĐĐƵƌƌĞŶĐĞďĂƐŝƐ͕ĂŶĚŵƵƐƚďĞƐƵďũĞĐƚƚŽƚĞƌŵƐŶŽůĞƐƐďƌŽĂĚƚŚĂŶƚŚĞ /ŶƐƵƌĂŶĐĞ^ĞƌǀŝĐĞƐKĸĐĞ;͞/^K͟ͿŽŵŵĞƌĐŝĂů'ĞŶĞƌĂů>ŝĂďŝůŝƚLJ&Žƌŵ'ϬϬϬϭ;ϮϬϬϭŽƌŶĞǁĞƌ ĞĚŝƟŽŶͿ͕ŽƌĞƋƵŝǀĂůĞŶƚ͘ƚĂŵŝŶŝŵƵŵ͕ĐŽǀĞƌĂŐĞŵƵƐƚŝŶĐůƵĚĞůŝĂďŝůŝƚLJĂƌŝƐŝŶŐĨƌŽŵƉƌĞŵŝƐĞƐ͕ ŽƉĞƌĂƟŽŶƐ͕ďŽĚŝůLJŝŶũƵƌLJĂŶĚƉƌŽƉĞƌƚLJĚĂŵĂŐĞ͕ŝŶĚĞƉĞŶĚĞŶƚĐŽŶƚƌĂĐƚŽƌƐ͕ƉƌŽĚƵĐƚƐ-completed ŽƉĞƌĂƟŽŶƐŝŶĐůƵĚŝŶŐĐŽŶƐƚƌƵĐƟŽŶĚĞĨĞĐƚ͕ĐŽŶƚƌĂĐƚƵĂůůŝĂďŝůŝƚLJ͕ďůĂŶŬĞƚĐŽŶƚƌĂĐƚƵĂůůŝĂbility, and ƉĞƌƐŽŶĂůŝŶũƵƌLJĂŶĚĂĚǀĞƌƟƐŝŶŐŝŶũƵƌLJ͘ůůƌĞƋƵŝƌĞĚůŝŵŝƚƐ͕ƚĞƌŵƐĂŶĚĐŽŶĚŝƟŽŶƐŽĨĐŽǀĞƌĂŐĞŵƵƐƚ ďĞŵĂŝŶƚĂŝŶĞĚĚƵƌŝŶŐƚŚĞƚĞƌŵŽĨƚŚŝƐAgreement.
x Ψϭ͕ϱϬϬ͕ϬϬϬĞĂĐŚŽĐĐƵƌƌĞŶĐĞŽĚŝůLJ/ŶũƵƌLJĂŶĚWƌŽƉĞƌƚLJĂŵĂŐĞ x Ψϭ͕ϱϬϬ͕ϬϬϬWĞƌƐŽŶĂůĂŶĚĚǀĞƌƟƐŝŶŐ/ŶũƵƌLJ
x ΨϮ͕ϬϬϬ͕ϬϬϬĂŐŐƌĞŐĂƚĞĨŽƌƉƌŽĚƵĐƚƐůŝĂďŝůŝƚLJ-ĐŽŵƉůĞƚĞĚŽƉĞƌĂƟŽŶƐ x ΨϮ͕ϬϬϬ͕ϬϬϬŐĞŶĞƌĂůĂŐŐƌĞŐĂƚĞ
b) ĞƌƟĮĐĂƚĞƐŽĨ/ŶƐƵƌĂŶĐĞ͘ WƌŝŽƌƚŽĞdžĞĐƵƟŽŶŽĨƚŚŝƐŐƌĞĞŵĞŶƚ͕^ƵƉƉůŝĞƌŵƵƐƚĨƵƌŶŝƐŚƚŽ ^ŽƵƌĐĞǁĞůůĂĐĞƌƟĮĐĂƚĞŽĨŝŶƐƵƌĂŶĐĞ͕ĂƐĞǀŝĚĞŶĐĞŽĨƚŚĞŝŶƐƵƌĂŶĐĞƌĞƋƵŝƌĞĚƵŶĚĞƌƚŚŝƐ ŐƌĞĞŵĞŶƚ͘WƌŝŽƌƚŽĞdžƉŝƌĂƟŽŶŽĨƚŚĞƉŽůŝĐLJ;ŝĞƐͿ͕ƌĞŶĞǁĂůĐĞƌƟĮĐĂƚĞƐŵƵƐƚďĞŵĂŝůĞĚƚŽ Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or provided to in an ĂůƚĞƌŶĂƟǀĞŵĂŶŶĞƌĂƐĚŝƌĞĐƚĞĚďLJ^ŽƵƌĐĞǁĞůů͘dŚĞĐĞƌƟĮĐĂƚĞƐŵƵƐƚďĞƐŝŐŶĞĚďLJĂƉĞƌƐŽŶ ĂƵƚŚŽƌŝnjĞĚďLJƚŚĞŝŶƐƵƌĞƌ;ƐͿƚŽďŝŶĚĐŽǀĞƌĂŐĞŽŶƚŚĞŝƌďĞŚĂůĨ͘&ĂŝůƵƌĞŽĨ^ƵƉƉůŝĞƌƚŽŵĂŝŶƚĂŝŶƚŚĞ ƌĞƋƵŝƌĞĚŝŶƐƵƌĂŶĐĞĂŶĚĚŽĐƵŵĞŶƚĂƟŽŶŵĂLJĐŽŶƐƟƚƵƚĞĂŵĂƚĞƌŝĂůďƌĞĂĐŚ͘ c) ĚĚŝƟŽŶĂů/ŶƐƵƌĞĚ
ŶĚŽƌƐĞŵĞŶƚĂŶĚWƌŝŵĂƌLJĂŶĚEŽŶ-contributory Insurance Clause. Supplier ĂŐƌĞĞƐƚŽůŝƐƚ^ŽƵƌĐĞǁĞůů͕ŝŶĐůƵĚŝŶŐŝƚƐŽĸĐĞƌƐ͕ĂŐĞŶƚƐ͕ĂŶĚĞŵƉůŽLJĞĞƐ͕ĂƐĂŶĂĚĚŝƟŽŶĂůŝŶƐƵƌĞĚ ƵŶĚĞƌƚŚĞ^ƵƉƉůŝĞƌ͛ƐĐŽŵŵĞƌĐŝĂůŐĞŶĞƌĂůůŝĂďŝůŝƚLJŝŶƐƵƌĂŶĐĞƉŽůŝĐLJǁŝƚŚƌĞƐƉĞĐƚƚŽůŝĂďŝůŝƚLJĂƌŝƐŝŶŐ ŽƵƚŽĨĂĐƟǀŝƟĞƐ͕͞ŽƉĞƌĂƟŽŶƐ͕͟Žƌ͞ǁŽƌŬ͟ƉĞƌĨŽƌŵĞĚďLJŽƌŽŶďĞŚĂůĨŽĨ^ƵƉƉůŝĞƌ͕ĂŶĚƉƌŽĚƵĐƚƐ ĂŶĚĐŽŵƉůĞƚĞĚŽƉĞƌĂƟŽŶƐŽĨ^ƵƉƉůŝĞƌ͘dŚĞƉŽůŝĐLJƉƌŽǀŝƐŝŽŶ;ƐͿŽƌĞŶĚŽƌƐĞŵĞŶƚ;ƐͿŵƵƐƚĨƵƌƚŚĞƌ provide that coverage is primary and not excess over or contributory with any other valid, ĂƉƉůŝĐĂďůĞ͕ĂŶĚĐŽůůĞĐƟďůĞŝŶƐƵƌĂŶĐĞŽƌƐĞůĨ-ŝŶƐƵƌĂŶĐĞŝŶĨŽƌĐĞĨŽƌƚŚĞĂĚĚŝƟŽŶĂůŝŶƐƵƌĞĚƐ͘ d) tĂŝǀĞƌŽĨ^ƵďƌŽŐĂƟŽŶ͘ ^ƵƉƉůŝĞƌǁĂŝǀĞƐĂŶĚŵƵƐƚƌĞƋƵŝƌĞ;ďLJĞŶĚŽƌƐĞŵĞŶƚŽƌŽƚŚĞƌǁŝƐĞͿĂůůŝƚƐ ŝŶƐƵƌĞƌƐƚŽǁĂŝǀĞƐƵďƌŽŐĂƟŽŶƌŝŐŚƚƐĂŐĂŝŶƐƚ^ŽƵƌĐĞǁĞůůĂŶĚŽƚŚĞƌĂĚĚŝƟŽŶĂůŝŶƐƵƌĞĚƐĨŽƌůŽƐƐĞƐ ƉĂŝĚƵŶĚĞƌƚŚĞŝŶƐƵƌĂŶĐĞƉŽůŝĐŝĞƐƌĞƋƵŝƌĞĚďLJƚŚŝƐŐƌĞĞŵĞŶƚŽƌŽƚŚĞƌŝŶƐƵƌĂŶĐĞĂƉƉůŝĐĂble to ƚŚĞ^ƵƉƉůŝĞƌŽƌŝƚƐƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘dŚĞǁĂŝǀĞƌŵƵƐƚĂƉƉůLJƚŽĂůůĚĞĚƵĐƟďůĞƐĂŶĚͬŽƌƐĞůĨ-insured ƌĞƚĞŶƟŽŶƐĂƉƉůŝĐĂďůĞƚŽƚŚĞƌĞƋƵŝƌĞĚŽƌĂŶLJŽƚŚĞƌŝŶƐƵƌĂŶĐĞŵĂŝŶƚĂŝŶĞĚďLJƚŚĞ^ƵƉƉůŝĞƌŽƌŝƚƐ ƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘tŚĞƌĞƉĞƌŵŝƩĞĚďLJůĂǁ͕^ƵƉƉůŝĞƌŵƵƐƚƌĞƋƵŝƌĞƐŝŵŝůĂƌǁƌŝƩĞŶĞdžƉƌĞƐƐǁĂŝǀĞƌƐ ŽĨƐƵďƌŽŐĂƟŽŶĂŶĚŝŶƐƵƌĂŶĐĞĐůĂƵƐĞƐĨƌŽŵĞĂĐŚŽĨŝƚƐƐƵďĐŽŶƚƌĂĐƚŽƌƐ͘ Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 080124-FMC
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e) Umbrella/Excess Liability/SELF-INSURED RETENTION. dŚĞůŝŵŝƚƐƌĞƋƵŝƌĞĚďLJƚŚŝƐAgreement can ďĞŵĞƚďLJĞŝƚŚĞƌƉƌŽǀŝĚŝŶŐĂƉƌŝŵĂƌLJƉŽůŝĐLJŽƌŝŶĐŽŵďŝŶĂƟŽŶǁŝƚŚƵŵďƌĞůůĂͬĞdžĐĞƐƐůŝĂďŝůŝƚLJ ƉŽůŝĐLJ;ŝĞƐͿ͕ŽƌƐĞůĨ-ŝŶƐƵƌĞĚƌĞƚĞŶƟŽŶ͘
ϮϯͿ dĞƌŵŝŶĂƟŽŶĨŽƌŽŶǀĞŶŝĞŶĐĞ͘ Sourcewell or Supplier may terminate this Agreement upon 60 ĐĂůĞŶĚĂƌĚĂLJƐΖǁƌŝƩĞŶŶŽƟĐĞƚŽƚŚĞŽƚŚĞƌWĂƌƚLJ͘dĞƌŵŝŶĂƟŽŶƉƵƌƐƵĂŶƚƚŽƚŚŝƐƐĞĐƟŽŶǁŝůůŶŽƚƌĞůŝĞǀĞ ƚŚĞ^ƵƉƉůŝĞƌ͛ƐŽďůŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌany ƚƌĂŶƐĂĐƟŽŶƐĞŶƚĞƌĞĚǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐƚŚƌŽƵŐŚƚŚĞĚĂƚĞŽĨƚĞƌŵŝŶĂƟŽŶ͕ŝŶĐůƵĚŝŶŐƌĞƉŽƌƟŶŐĂŶĚƉĂLJŵĞŶƚŽĨĂƉƉůŝĐĂďůĞ ĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐ͘
24) dĞƌŵŝŶĂƟŽŶĨŽƌĂƵƐĞ͘ ^ŽƵƌĐĞǁĞůůŵĂLJƚĞƌŵŝŶĂƚĞƚŚŝƐŐƌĞĞŵĞŶƚƵƉŽŶƉƌŽǀŝĚŝŶŐǁƌŝƩĞŶŶŽƟĐĞŽĨ ŵĂƚĞƌŝĂůďƌĞĂĐŚƚŽ^ƵƉƉůŝĞƌ͘EŽƟĐĞŵƵƐƚĚĞƐĐƌŝďĞƚŚĞďƌĞĂĐŚŝŶƌĞĂƐŽŶĂďůĞĚĞƚĂŝůĂŶĚƐƚĂƚĞƚŚĞ ŝŶƚĞŶƚƚŽƚĞƌŵŝŶĂƚĞƚŚĞŐƌĞĞŵĞŶƚ͘hƉŽŶƌĞĐĞŝƉƚŽĨEŽƟĐĞ͕ƚŚĞ^ƵƉƉůŝĞƌǁŝůůŚĂǀĞϯϬĐalendar days ŝŶǁŚŝĐŚŝƚŵƵƐƚĐƵƌĞƚŚĞďƌĞĂĐŚ͘dĞƌŵŝŶĂƟŽŶƉƵƌƐƵĂŶƚƚŽƚŚŝƐƐĞĐƟŽŶǁŝůůŶŽƚƌĞůŝĞǀĞƚŚĞ^ƵƉƉůŝĞƌ͛Ɛ ŽďůŝŐĂƟŽŶƐƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚĨŽƌany ƚƌĂŶƐĂĐƟŽŶƐĞŶƚĞƌĞĚǁŝƚŚWĂƌƟĐŝƉĂƟŶŐ ŶƟƟĞƐƚŚƌŽƵŐŚƚŚĞ
ĚĂƚĞŽĨƚĞƌŵŝŶĂƟŽŶ͕ŝŶĐůƵĚŝŶŐƌĞƉŽƌƟŶŐĂŶĚƉĂLJŵĞŶƚŽĨĂƉƉůŝĐĂďůĞĚŵŝŶŝƐƚƌĂƟǀĞ&ĞĞƐ͘ ƌƟĐůĞϯ͗
^ƵƉƉůŝĞƌKďůŝŐĂƟŽŶƐƚŽWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ
The Terms in ƚŚŝƐƌƟĐůĞϯƌĞůĂƚĞƐƉĞĐŝĮĐĂůůLJƚŽ^ƵƉƉůŝĞƌĂŶĚĂWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJǁŚĞŶĞŶƚĞƌŝŶŐ
ƚƌĂŶƐĂĐƟŽŶƐƵƟůŝnjŝŶŐƚŚĞ'ĞŶĞƌĂůdĞƌŵƐĞƐƚĂďůŝƐŚĞĚŝŶƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚ͘ƌƟĐůĞϭ'ĞŶĞƌĂůdĞƌŵƐ ĐŽŶƚƌŽůŽǀĞƌĂŶLJĐŽŶŇŝĐƚǁŝƚŚƚŚŝƐƌƟĐůĞ ϯ͘tŚĞƌĞƚŚŝƐDĂƐƚĞƌŐƌĞĞŵĞŶƚŝƐƐŝůĞŶƚŽŶĂŶLJƐƵďũĞĐƚ͕ WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJĂŶĚ^ƵƉƉůŝĞƌƌĞƚĂŝŶƚŚĞĂďŝůŝƚLJƚŽŶĞŐŽƟĂƚĞŵƵƚƵĂůůLJĂĐĐĞƉƚĂďůĞƚĞƌŵƐ. 1) YƵŽƚĞƐƚŽWĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐ͘ ^ƵƉƉůŝĞƌƐĂƌĞĞŶĐŽƵƌĂŐĞĚƚŽƉƌŽǀŝĚĞĂůůƉƌŝĐŝŶŐŝŶĨŽƌŵĂƟŽŶ ƌĞŐĂƌĚŝŶŐƚŚĞƚŽƚĂůĐŽƐƚŽĨĂĐƋƵŝƐŝƟŽŶǁŚĞŶƋƵŽƟŶŐƚŽĂWĂƌƟĐŝƉĂƟŶŐ ŶƟƚLJ͘^ƵƉƉůŝĞƌƐĂŶĚ
WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐĂƌĞĞŶĐŽƵƌĂŐĞĚƚŽŝŶĐůƵĚĞĂůůĐŽƐƚƐƉĞĐŝĮĐĂůůLJĂƐƐŽĐŝĂƚĞĚǁŝƚŚŽƌŝŶĐůƵĚĞĚǁŝthin ƚŚĞ^ƵƉƉůŝĞƌƐƉƌŽƉŽƐĂůĂŶĚ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ ǁŝƚŚŝŶƚƌĂŶƐĂĐƟŽŶĚŽĐƵŵĞŶƚƐ. 2) ^ŚŝƉƉŝŶŐ͕ĞůŝǀĞƌLJ͕ĐĐĞƉƚĂŶĐĞ͕ZĞũĞĐƟŽŶ͕ĂŶĚtĂƌƌĂŶƚLJ͘ ^ƵƉƉůŝĞƌ͛ƐƉƌŽƉŽƐĂůŵĂLJŝŶĐůƵĚĞƉƌŽƉŽƐĞĚ ƚĞƌŵƐƌĞůĂƟŶŐƚŽƐŚŝƉƉŝŶŐ͕ĚĞůŝǀĞƌLJ͕ŝŶƐƉĞĐƟŽŶ͕ĂŶĚĂĐĐĞƉƚĂŶĐĞͬƌĞũĞĐƟŽŶ and other relevant terms ŽĨƚĞŶĚĞƌĞĚ^ŽůƵƟŽŶƐ͘^ƵƉƉůŝĞƌĂŶĚWĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŵĂLJŶĞŐŽƟĂƚĞĮŶĂůƚĞƌŵƐĂƉƉƌŽƉƌŝĂƚĞĨŽƌƚŚĞ
ƐƉĞĐŝĮĐƚƌĂŶƐĂĐƟŽŶƌĞůĂƟŶŐƚŽnon-ĂƉƉƌŽƉƌŝĂƟŽŶ͕ƐŚŝƉƉŝŶŐ͕ĚĞůŝǀĞƌLJ͕ŝŶƐƉĞĐƟŽŶ͕ ĂĐĐĞƉƚĂŶĐĞͬƌĞũĞĐƟŽŶŽĨƚĞŶĚĞƌĞĚ ^ŽůƵƟŽŶƐ͕ĂŶĚǁĂƌƌĂŶƚLJĐŽǀĞƌĂŐĞĨŽƌ/ŶĐůƵĚĞĚ^ŽůƵƟŽŶƐ͘^ƵĐŚ terms may include, but are not lŝŵŝƚĞĚƚŽ͕ĐŽƐƚƐ͕ƌŝƐŬŽĨůŽƐƐ͕ƉƌŽƉĞƌƉĂĐŬĂŐŝŶŐ͕ŝŶƐƉĞĐƟŽŶƌŝŐŚƚƐĂŶĚ ƟŵĞůŝŶĞƐ͕ĂĐĐĞƉƚĂŶĐĞŽƌƌĞũĞĐƟŽŶƉƌŽĐĞĚƵƌĞƐ͕ĂŶĚƌĞŵĞĚŝĞƐĂƐŵƵƚƵĂůůLJĂŐƌĞĞĚŝŶĐůƵĚĞŶŽƟĐĞ ƌĞƋƵŝƌĞŵĞŶƚƐ͕ƌĞƉůĂĐĞŵĞŶƚ͕ƌĞƚƵƌŶŽƌĞdžĐŚĂŶŐĞƉƌŽĐĞĚƵƌĞƐ͕ĂŶĚĂƐƐŽĐŝĂƚĞĚĐŽƐƚƐ͘ ϯͿ Applicable Taxes. WĂƌƟĐŝƉĂƟŶŐ
ŶƟƚLJŝƐƌĞƐƉŽŶƐŝďůĞĨŽƌŶŽƟĨLJŝŶŐƐƵƉƉůŝĞƌŽĨŝƚƐƚĂdž-exempt status and ĨŽƌƉƌŽǀŝĚŝŶŐ^ƵƉƉůŝĞƌǁŝƚŚĂŶLJǀĂůŝĚƚĂdž-ĞdžĞŵƉƟŽŶĐĞƌƟĮĐĂƟŽŶ;ƐͿŽƌƌĞůĂƚĞĚĚŽĐƵŵĞŶƚĂƟŽŶ͘ 4) KƌĚĞƌŝŶŐWƌŽĐĞƐƐĂŶĚWĂLJŵĞŶƚ͘ ^ƵƉƉůŝĞƌ͛ƐŽƌĚĞƌŝŶŐƉƌŽĐĞƐƐĂŶĚĂĐĐĞƉƚĂďůĞĨŽƌŵƐŽĨƉĂLJŵĞŶƚĂƌĞ ŝŶĐůƵĚĞĚǁŝƚŚŝŶŝƚƐWƌŽƉŽƐĂů͘WĂƌƟĐŝƉĂƟŶŐ
ŶƟƟĞƐǁŝůůďĞƐŽůĞůLJƌĞƐƉŽŶƐŝďůĞĨŽƌƉĂLJŵĞŶƚƚŽ^ƵƉƉůŝĞƌ ĂŶĚ^ŽƵƌĐĞǁĞůůǁŝůůŚĂǀĞŶŽůŝĂďŝůŝƚLJĨŽƌĂŶLJƵŶƉĂŝĚŝŶǀŽŝĐĞŽĨĂŶLJWĂƌƟĐŝƉĂƟŶŐ ŶƟƚy.
Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 080124-FMC
v052824 ϭϯ
5) Refurbished Goods. ůů
ƋƵŝƉŵĞŶƚĂŶĚWƌŽĚƵĐƚƐƉƌŽǀŝĚĞĚƵŶĚĞƌƚŚŝƐŐƌĞĞŵĞŶƚŵƵƐƚďĞ ŶĞǁͬĐƵƌƌĞŶƚŵŽĚĞů͘^ƵƉƉůŝĞƌŵĂLJŽīĞƌƌĞĨƵƌďŝƐŚĞĚ
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Sourcewell Ford Motor Company
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Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Table 88: Depth and 8readth of Offered Solutions
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.
Line Item Category or Type Offered * Comments
77 Automobile OEM Parts Yes
No
The only Ford OEM parts authorized
by Ford Motor Company for Ford
& Lincoln vehicles. These parts are
only sold at Ford Dealerships (2,900+
locations nationally) and Ford
Authorized Distributors (459 locations
nationally)
*
78 SUV OEM Parts Yes
No
The only Ford OEM Parts authorized
by Ford Motor Company for Ford &
Lincoln SUVs to include Police
Interceptors purchased by government
agencies. These parts are only sold
at Ford Dealerships (2,900+) and
Ford Authorized Distributors (459
locations).
*
79 Van OEM Parts Yes
No
The only Ford OEM Parts authorized
by Ford Motor Company for Ford
Transit Vans. These parts are only
sold at Ford Dealerships (2,900+)
and Ford Authorized Distributors (459
locations).
*
80 Light Truck OEM Parts Yes
No
The only Ford OEM Parts authorized
by Ford Motor Company for Ford
light trucks. (Example: Ford
Maverick, Ford Ranger) These parts
are only sold at Ford Dealerships
(2,900+) and Ford Authorized
Distributors (459 locations).
*
81 Class 3-8 Chassis and equipment OEM Parts Yes
No
The only Ford OEM Parts authorized
by Ford Motor Company for Ford F350, 450, 550, 650, 750 trucks.
These parts are only sold at Ford
Dealerships (2,900+) and Ford
Authorized Distributors (459 locations).
*
82 Bus OEM Parts Yes
No
The only Ford OEM Parts authorized
by Ford Motor Company for a Ford
Bus Chassis. These parts are only
sold at Ford Dealerships (2,900+)
and Ford Authorized Distributors (459
locations).
83 Motorcycles OEM Parts Yes
No
NA
Exceptions to Terms, Conditions, or Specifications Form Only those Proposer Exceptions to Terms, Conditions, or Specifications that have been accepted by Sourcewell have been incorporated into the contract text.
Documents
Ensure your submission document(s) conforms to the following:
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Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1 7KH3URSRVHUGHFODUHVWKDWWKHUHLVDQDFWXDORUSRWHQWLDO&RQIOLFWRI,QWHUHVWUHODWLQJWRWKHSUHSDUDWLRQRILWVVXEPLVVLRQDQGRUWKH 3URSRVHUIRUHVHHVDQDFWXDORUSRWHQWLDO&RQIOLFWRI,QWHUHVWLQSHUIRUPLQJWKHREOLJDWLRQVFRQWHPSODWHGLQWKHVROLFLWDWLRQSURSRVDO <HV 1R
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Bid Number: RFP 080124 Vendor Name: Ford Motor Company
Docusign Envelope ID: C8447C14-6043-4823-9B0C-068378DB41B1
Ford
Automotive parts, service, and supplies
#080124-FMC
Maturity Date: 11/14/2028
Website: FordParts.com
Products & Services
Sourcewell contract 080124-FMC gives access to the following types of goods and services:
Genuine Ford and OE authorized motorcraft parts, oils, and lubricants Ford and Lincoln dealer repair services
Quick Lane tire and auto care services
Ford National Fleet Parts pricing program
Ford Fleet Care consolidated billing
Third-party collaboration for vendor managed inventory
Parts inventory management training
Ford Rotunda diagnostic tools and equipment
Ford Pro hardware and software charging solutions
Ford Pro intelligence and fleet management solutions
Ford Pro Parts Loyalty Rewards incentive program
To use this contract, you must first register on the vendor-provided, nongovernment website at: parts.ford.com
Download step-by-step instructions (PDF) to get started
Buy Sourcewell Documents Contact Information Products & Services search menu
7/10/25, 3:27 PM Ford: Contract 080124-FMC | Sourcewell https://www.sourcewell-mn.gov/cooperative-purchasing/080124-fmc 1/4 ATTACHMENT NO. 3
FORD FLEET CARE
FORD FLEET CARE
ATTACHMENT NO. 4
2 FORD PARTS
Ford Parts provides original equipment design
and fit for your Ford and Lincoln vehicles to
help restore new-vehicle-like performance
and reliability. Plus, all Ford parts are backed
by Ford Motor Company and built with the
engineering expertise from a manufacturer
with more than 100 years of experience.
The name says quality, dependability, and
performance. Motorcraft® parts are designed
specifically for Ford and Lincoln vehicles and
have undergone extensive laboratory and
on-road testing. Our comprehensive product
line is built to maximize the performance of
Ford and Lincoln vehicles.
A trusted relationship just got better.
Omnicraft™ is the newest member of the
Ford family of parts, offering affordable,
reliable parts designed for non-Ford repairs.
With more than a century of parts heritage
to build upon, Omnicraft is a quality choice for
your business. Now available along with Ford
and Motorcraft® parts for one-stop shopping
at your Ford Dealer.
THE FORD FLEET CARE
ADVANTAGE
• Cardless/cashless convenience
• Reduced administration
• Controlled spending limits
• No enrollment fees
• Access to online business reports
• All-make billing solution
CONSOLIDATED BILLING
FOR YOUR SELF-MANAGED FLEET
Learn more. Apply today.
Visit the Ford Fleet Care website at fleetcare.ford.com or scan this code with your smartphone.
Message and data rates apply.
FORD FLEET CARE
Cardless/Cashless Convenience
• No need for drivers to carry a credit
card or cash
• Ford and Lincoln dealers able to verify
vehicle enrollment in program
Reduced Administration and Cost
• Consolidated monthly invoice replaces multiple
repair orders or part purchase invoices
• Ability to make a single payment on behalf of
your entire fleet
• No enrollment or administrative fees
• Access to online business reports
Controlled Spending Limits
• Establish prior approval spending limit
• Ford and Lincoln dealers able to view your
preset spending limit and contact you for
purchase order approval
All-Make Billing Solution
• Ford and Lincoln vehicles
• Non-Ford vehicles and trailers
Additional Vehicle Service Programs*
National glass program
OEM windshield replacement and repair
provided through mobile service with OEM
specifications
Enhanced roadside assistance
Offers services beyond New Vehicle Limited
Warranty and Ford Protect extended service
plan roadside coverages
* Available in the U.S. only. Prior approval is not available.
Ford Fleet Care is a parts and service consolidated billing program, offered without administrative fees, to commercial fleets who choose to self-manage their fleet of vehicles. The program allows you to make a single monthly payment on behalf of your entire fleet for vehicle service and part purchases - helping you reduce administrative time and cost.
The program is available through Ford and Lincoln dealerships and Quick Lane Tire and Auto Centers throughout the United States and Canada.
3 VEHICLE MAINTENANCE AND SERVICE
Consolidated service billing documents provide a summary of your vehicle maintenance and service events in an
easy-to-read format.
Consolidated Invoice
Compiles total amount due for the billing period:
• Replaces multiple dealership invoices
• Helps save processing time
Repair Notification Summary
Summarizes vehicle service events charged during
the billing period:
• Vehicle Identification Number (VIN)
• Fleet unit number (when provided)
• Fleet prior approval code
• Servicing location
• Repair mileage
• Dealership repair order number
Repair Notification
Provides details of individual dealership repair orders in an easy-to-read format that includes:
• Billing location
• Service provider
• Vehicle data, including VIN and your assigned unit number • Description of performed repairs, including parts and labor • Condition code – describes the condition of the replaced part
CONSOLIDATED BILLING OPTIONS
FORD, MOTORCRAFT® AND OMNICRAFT™
PARTS PURCHASES
The Parts Purchase Billing Program extends the same consolidated billing convenience from the dealership’s Service Department to the dealership’s Parts Department. And can be utilized as stand-alone billing or combined with service billing.
Features include:
• A dedicated parts account code and card issued for your convenience • Authorization by your designated company representative • The ability to order parts on fordparts.com and bill to your Ford Fleet Care account
Consolidated Invoice
Compiles total amount due for the billing period:
• Replaces multiple dealership invoices
• Helps save processing time
Purchase Notification Summary
Summarizes parts purchases charged during the billing period and includes:
• Your Ford Fleet Care account code
• Prior approval code
• Purchase location
Purchase Notification
Provides details of individual dealership parts purchase orders in an easy-to-read format that includes:
• Billing location
• Service provider
• Unit price
• Service provider comments
• Part code and quantity purchased
Centralized Billing Program
INVOICE
Invoice No: QSE0700001
Invoice Date: 01-Dec-20XX
Due Date: 01-Jan-20XX
Total Cost: $15,336.38
Total U.S. Sales Tax: $717.78
Total Administration Fee: $ 0.00
Total Amount:
Please call 1-800-367-3221 if balances are not paid in full
ABC FLEET
000000/00000
123 MAIN ST
DEARBORN, MI 48124
Attn: FLEET ADMINISTRATOR
Please Make Check Payable To: Please include Invoice No QSE0700001 on check remittance when submitting payment.
Dept 121801
Quality Fleet Care
PO Box 67000 Payment Term Net 30 Days from Invoice Date.
Detroit, MI 48267-1218 Overdue Invoices will be assessed a 2% Tele: 1-800-367-3221 Late Fee
$16,054.16
Please make check payable to:
Ford Quality Fleet Care
Dept 121801
PO Box 67000
Detroit, MI 48267-1218
Comments: Ordered 10 Rotors
R1 1 Fleet Part Sales Partsale 0 0.00 0.00
2 Rotor Assembly DR374B 10 33.72 337.20
Comments: Ordered 20 Starters
R2 1 Fleet Part Sales Partsale 0 0.00 0.00
2. Starter Assembly E9Tz 12A112A 20 50.60 1,000.00
Comments: Ordered 8 Pads
R3 1 Fleet Part Sales Partsale 0 0.00 0.00
2. PAD XU2Z 2V001AVA 8 55.19 441.52
Comments: Ordered 10 Alternators
R4 1 Fleet Part Sales Partsale 0 0.00 0.00
2. Alternator Assembly F6AZ 10346AARM1 10 251.64 2,516.40 Account Info:
ABC FLEET – 000000/00000
123 MAIN ST
DEARBORN, MI 48124
Attn: FLEET ADMINISTRATOR
Invoice No: QSE0700001-0001
Currency Code: USD
Invoice Date: 01-Dec-20XX
Payment Terms Net 30 Days from Invoice Date
Seller:
Ridge Ford
123 Maple Street
DEARBORN, MI 48121
(800) 367-32218
Participating Business Preferred Network Dealer
Purchase Date: 01-Dec-20XX
Order No: 060762
Approval Number: 785652
Billing Info:
Billing Number: Q000FC0XXX0
Authorized By: James Bond
Plan:
QUALITY FLEET CARE-PARTS PURCHASE
PROGRAM
Line Description Part Code Quantity Unit Price Cost
Admin Fee: $0.00 Tax: $55.30 Total: $4,350.42
$4,295.12
Centralized Billing Program
PURCHASE NOTIFICATION