West Covina City Council
August 18, 2026

QUOTE DETAILS (CONT.)
Advanced SD-WAN and Device Security)
5 years (60 months) term
California Palo Alto NVP Data Com -
AR3229 (AR3229 7-14-7047-06)
Electronic distribution - NO MEDIA
Contract: Standard Pricing
Palo Alto Networks - power supply - redundant - 450 Watt 4 6938385 $915.18 $3,660.72 Mfg. Part#: PAN-PWR-450W-AC
California Palo Alto NVP Data Com -
AR3229 (AR3229 7-14-7047-06)
Contract: Standard Pricing
PALO ALTO STRATA CLD MGR+AIOPS&ADEM 1 8142442 $88,130.00 $88,130.00 Mfg. Part#: PAN-NGFW-SCM-PRO
Strata Cloud Manager - Pro (includes
Strata Logging Service) for NGFW
subscription
California Palo Alto NVP Data Com -
AR3229 (AR3229 7-14-7047-06)
Electronic distribution - NO MEDIA
Contract: Standard Pricing
Cortex XDR Pro License - 1 Endpoint 500 5878169 $208.53 $104,265.00 Mfg. Part#: PAN-XDR-ADV-EP
Cortex XDR Pro for 1 endpoint
Includes 30 days of data retention
and standard success
California Palo Alto NVP Data Com -
AR3229 (AR3229 7-14-7047-06)
Electronic distribution - NO MEDIA
Contract: Standard Pricing
PALO ALTO CORTEX XDR PRO 33 7500696 $1,263.78 $41,704.74 Mfg. Part#: PAN-XDR-PRO-GB
Cortex XDR Pro for daily ingested GB
Includes 30 days of ingested data
retention
180 days of alerts and incidents
retention and standard success
California Palo Alto NVP Data Com -
AR3229 (AR3229 7-14-7047-06)
Electronic distribution - NO MEDIA
Contract: Standard Pricing
Palo Alto Networks Premium Success Plan - technical support - for Cortex XD
1 6363610 $29,568.60 $29,568.60
Mfg. Part#: PAN-XDR-PREM-SUCCESS
Cortex XDR Premium Success
California Palo Alto NVP Data Com -
AR3229 (AR3229 7-14-7047-06)
Electronic distribution - NO MEDIA
Contract: Standard Pricing
Palo Alto Networks QuickStart Service - installation
configuration - for
1 7260247 $31,417.94 $31,417.94
Mfg. Part#: PAN-CONSULT-XDR-EP-QS-S
QuickStart Services for Cortex XDR -
up to 2000 Agents
California Palo Alto NVP Data Com -
AR3229 (AR3229 7-14-7047-06)
Electronic distribution - NO MEDIA
Contract: Standard Pricing
PALO ALTO QUICKSTART SVC 1 7249439 $35,607.00 $35,607.00 Mfg. Part#: PAN-CONSULT-XDR-TB-QS
QuickStart Services for Cortex XDR
Pro per GB
California Palo Alto NVP Data Com -

QUOTE DETAILS (CONT.)
AR3229 (AR3229 7-14-7047-06)
Electronic distribution - NO MEDIA
Contract: Standard Pricing
Palo Alto Networks Consulting Services - technical support - 1 day
10 7030391 $4,607.96 $46,079.60
Mfg. Part#: PAN-CONSULT-DAY-FW
Palo Alto Networks consulting
services per day
Minimum 5 days
California Palo Alto NVP Data Com -
AR3229 (AR3229 7-14-7047-06)
Electronic distribution - NO MEDIA
Contract: Standard Pricing
PALO ALTO PROJECT MGR PRO SVCS 2 7030393 $3,341.75 $6,683.50 Mfg. Part#: PAN-CONSULT-PRJM-DAY-FW
Palo Alto Networks professional
services project manager per day
California Palo Alto NVP Data Com -
AR3229 (AR3229 7-14-7047-06)
Electronic distribution - NO MEDIA
Contract: Standard Pricing
Palo Alto Networks Unit 42 Public Sector Expertise on Demand Subscription L
1 7874534 $41,795.60 $41,795.60
Mfg. Part#: PAN-U42-EOD-24HR-L3
UNIT 42 PUBLIC SECTOR EXPERTISE ON

DEMAND SUBSCRIPTION
24 HOUR REMOTE RESPONSE TIME
UP TO 100 CONSULTING HOURS
California Palo Alto NVP Data Com -
AR3229 (AR3229 7-14-7047-06)
Electronic distribution - NO MEDIA
Contract: Standard Pricing
Training Credit - To be redeemed with Authorized Training Partners (ATPs) -
150 6170098 $94.99 $14,248.50
Mfg. Part#: PAN-EDU-TRAINING-100
Training Credit - To be redeemed
with Authorized Training Partners
(ATPs)
California Palo Alto NVP Data Com -
AR3229 (AR3229 7-14-7047-06)
Electronic distribution - NO MEDIA
Contract: Standard Pricing
These services are considered Third Party Services, and this purchase is subject to CDW’s Third Party Cloud Services Terms and Conditions, unless you have a written agreement with CDW covering your purchase of products and services, in which case this purchase is subject to such other written agreement.

The third-party Service Provider will provide these services directly to you pursuant to the Service Provider’s standard terms and conditions or such other terms as agreed upon directly between you and the Service Provider. The Service Provider, not CDW, will be responsible to you for delivery and performance of these services. Except as otherwise set forth in the Service Provider’s agreement, these services are non-cancellable, and all fees are non-refundable.

SUBTOTAL $657,445.24

SHIPPING $0.00
SALES TAX $2,307.36
GRAND TOTAL $659,752.60

PURCHASER BILLING INFO DELIVER TO
Billing Address:

CITY OF WEST COVINA

ACCTS PAYABLE
1444 W GARVEY AVE S
WEST COVINA, CA 91790-2716
Phone: (626) 814-8501
Payment Terms: Net 30 Days-Govt State/Local
Shipping Address:

CITY OF WEST COVINA

WILL TRUJILLO
1444 W GARVEY AVE S
WEST COVINA, CA 91790-2716
Phone: (626) 814-8501
Shipping Method: DROP SHIP-GROUND
Please remit payments to:

CDW Government
75 Remittance Drive
Suite 1515
Chicago, IL 60675-1515
Sales Contact Info
Thomas Hartman | (312) 705-0972 | [email protected] Need Help?
My Account Support Call 800.800.4239
About Us | Privacy Policy | Terms and Conditions
This order is subject to CDW's Terms and Conditions of Sales and Service Projects at http://www.cdwg.com/content/terms-conditions/product-sales.aspx For more information, contact a CDW account manager.
© 2026 CDW•G LLC, 200 N. Milwaukee Avenue, Vernon Hills, IL 60061 | 800.808.4239 Internal Contract Tracking #: AR626 Solicitation #: SK18001 Vendor #: VC0000182124 Contract #: AR3229

STATE OF UTAH COOPERATIVE CONTRACT

1. CONTRACTING PARTIES: This contract is between the Utah Division of Purchasing and the following Contractor:

Palo Alto Networks, Inc.

Name
3000 Tannery Way
Street Address
Clara CA 95054
City State Zip
Vendor # VC0000182124 Commodity Code #: 920-05 Legal Status of Contractor: For-Profit Corporation Contact Name: Regina Acheampong Phone Number: O:669-261-5126; C:240-338-0129 Email: [email protected]

2. CONTRACT PORTFOLIO NAME: Data Communications Products and Services.

3. GENERAL PURPOSE OF CONTRACT: Provide Data Communications Products and Services for the Award Categories provided in Attachment B – Scope of Work..

4. PROCUREMENT: This contract is entered into as a result of the procurement process on FY2018, Solicitation# SK18001

5. CONTRACT PERIOD: Effective Date: Tuesday, October 01, 2019. Termination Date: Monday, September 30, 2024 unless terminated early or extended in accordance with the terms and conditions of this contract. Renewal Options: Two (2) one year renewal options.

6. Administrative Fee (if any): Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) of contract sales no later than 60 days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on sales of the Services

7. Prompt Payment Discount Details (if any): N/A.

8. ATTACHMENT A: NASPO ValuePoint Master Terms and Conditions ATTACHMENT B: Scope Awarded to Contractor
ATTACHMENT C: Pricing Discounts and Value Added Services ATTACHMENT D: Service Offering EULAs, SLAs
Any conflicts between Attachment A and the other Attachments will be resolved in favor of Attachment A.

9. DOCUMENTS INCORPORATED INTO THIS CONTRACT BY REFERENCE BUT NOT ATTACHED:
a. All other governmental laws, regulations, or actions applicable to the goods and/or services authorized by this contract. b. Utah Procurement Code, Procurement Rules, and Contractor’s response to solicitation # SK18001.

10. Each signatory below represents that he or she has the requisite authority to enter into this contract.

IN WITNESS WHEREOF, the parties sign and cause this contract to be executed. Notwithstanding verbal or other representations by the parties, the “Effective Date” of this Contract shall be the date provided within Section 5 above.

CONTRACTOR DIVISION OF PURCHASING
Contractor's signature Date Director, Division of Purchasing Date Type or Print Name and Title
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C 









Chris Hughes (Aug 13, 2019)
Aug 13, 2019
ATTACHMENT NO. 2
Attachment A: Page 1 of 28
Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions

1. Master Agreement Order of Precedence
a. Any Order placed under this Master Agreement shall consist of the following documents:
(1) A Participating Entity’s Participating Addendum (“PA”); (2) NASPO ValuePoint Master Agreement Terms & Conditions; (3) A Purchase Order issued against the Master Agreement, including a Service Level Agreement;
(4) The Solicitation; and
(5) Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State.
b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

2. Definitions - Unless otherwise provided in this Master Agreement, capitalized terms will have the meanings given to those terms in this Section.

Acceptance is defined by the applicable commercial code, except Acceptance shall not occur before the completion of delivery in accordance with the Order, installation if required, and a reasonable time for inspection of the Product.

Contractor means the person or entity delivering Products or performing services under the terms and conditions set forth in this Master Agreement.

Data means all information, whether in oral or written (including electronic) form, created by or in any way originating with a Participating Entity or Purchasing Entity, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with a Participating Entity or Purchasing Entity, in the course of using and configuring the Services provided under this Agreement.

Data Breach means any actual or reasonably suspected non-authorized access to or acquisition of computerized Non-Public Data or Personal Data that compromises the security, confidentiality, or integrity of the Non-Public Data or Personal Data, or the 1RWH
6HFWLRQVQHJRWLDWHG


DQG

DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 2 of 28
ability of Purchasing Entity to access the Non-Public Data or Personal Data.

Disabling Code means computer instructions or programs, subroutines, code, instructions, data or functions, (including but not limited to viruses, worms, date bombs or time bombs), including but not limited to other programs, data storage, computer libraries and programs that self-replicate without manual intervention, instructions programmed to activate at a predetermined time or upon a specified event, and/or programs purporting to do a meaningful function but designed for a different function, that alter, destroy, inhibit, damage, interrupt, interfere with or hinder the operation of the Purchasing Entity’s’ software, applications and/or its end users processing environment, the system in which it resides, or any other software or data on such system or any other system with which it is capable of communicating.

Embedded Software means one or more software applications which permanently reside on a computing device.

Fulfillment Partner means a third-party contractor qualified and authorized by Contractor, and approved by the Participating State under a Participating Addendum, who may, to the extent authorized by Contractor, fulfill any of the requirements of this Master Agreement including but not limited to providing Services under this Master Agreement and billing Customers directly for such Services. Contractor may, upon written notice to the Participating State, add or delete authorized Fulfillment Partners as necessary at any time during the contract term. Fulfillment Partner has no authority to amend this Master Agreement or to bind Contractor to any additional terms and conditions.

Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

Lead State means the State centrally administering any resulting Master Agreement(s).

Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended.

NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 3 of 28
receiving reports as well as other contract administration functions as assigned by the Lead State.

Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products.

Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.

Participating Entity means a state, or other legal entity, properly authorized to enter into a Participating Addendum.

Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate.

Upon execution of the Participating Addendum, a Participating State becomes a Participating Entity; however, a Participating State listed in the Request for Proposal is not required to participate through execution of a Participating Addendum.

Personal Data means data alone or in combination that includes information relating to an individual that identifies the individual by name, identifying number, mark or description can be readily associated with a particular individual and which is not a public record. Personal Information may include the following personally identifiable information (PII): government-issued identification numbers (e.g., Social Security, driver’s license, passport); financial account information, including account number, credit or debit card numbers; or Protected Health Information (PHI) relating to a person.

Product means any equipment, software (including embedded software), Subscriptionbased offerings, documentation, service or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions.

Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

Services mean any of the specifications described in the Scope of Services that are supplied or created by the Contractor pursuant to this Master Agreement.

Security Incident means the actual unauthorized access to a Purchasing Entity’s NonPublic Data and Personal Data the Contractor believes could reasonably result in the use, disclosure or theft of a Purchasing Entity’s Non-Public Data within the possession DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 4 of 28
or control of the Contractor. A Security Incident also includes a major security breach to the Contractor’s system, regardless if Contractor is aware of unauthorized access to a Purchasing Entity’s Non-Public Data. A Security Incident may or may not turn into a Data Breach.

Service Level Agreement (SLA) means a written agreement between both the Purchasing Entity and the Contractor that is subject to the terms and conditions in this Master Agreement and relevant Participating Addendum unless otherwise expressly agreed in writing between the Purchasing Entity and the Contractor. SLAs should include: (1) the technical service level performance promises, (i.e. metrics for performance and intervals for measure), (2) description of service quality, (3) identification of roles and responsibilities, (4) remedies, such as credits, and (5) an explanation of how remedies or credits are calculated and issued.

Solicitation means the documents used by the State of Utah, as the Lead State, to obtain Contractor’s Proposal.

Statement of Work means a written statement in a solicitation document or contract that describes the Purchasing Entity’s service needs and expectations.

NASPO ValuePoint Program Provisions

3. Term of the Master Agreement
a. The initial term of this Master Agreement is for five (5) years. This Master Agreement may be extended beyond the original contract period for two (2) additional years at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance. b. The Master Agreement may be extended for a reasonable period of time, not to exceed six months, if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.

4. Amendments
The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor.

5. Participants and Scope
a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 5 of 28
Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.
b. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.
c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to [email protected] to support documentation of participation and posting in appropriate data bases.
d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States. e. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint Program requirements: Term of the Master Agreement; Amendments; Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; NASPO ValuePoint eMarketCenter; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.

DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 6 of 28
f. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. g. Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

6. Administrative Fees
a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal.
b. Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.

7. NASPO ValuePoint Summary and Detailed Usage Reports
In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports.

DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 7 of 28
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://calculator.naspovaluepoint.org. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required.

Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool).
b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the solicitation.

Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in Attachment H. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report.
d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues.

NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section.

DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 8 of 28

8. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review
a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel.

Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement. b. Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the participating state. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the participating state.
c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option. d. Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.
f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review. Lead State may, in its discretion, terminate the Master Agreement pursuant to section 28, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement. The Lead State may exercise its right to not renew the Master Agreement if vendor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Termination based on nonuse or under-utilization will not occur sooner than two years after award (or execution if later) of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to terminate the Master Agreement pursuant to section 28 or to terminate for default pursuant to section 30.
g. Contractor agrees, within 30 days of their effective date, to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in third-part contracts or agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 9 of 28
or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions.

9. NASPO ValuePoint eMarket Center
a. In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. (doing business as JAGGAER) whereby JAGGAER will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint’s customers to access a central online website to view and/or shop the goods and services available from existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket Center. b. The Contractor will have visibility in the eMarket Center through Ordering Instructions. These Ordering Instructions are available at no cost to the Contractor and provide customers information regarding the Contractors website and ordering information. The Contractor is required at a minimum to participate in the eMarket Center through Ordering Instructions.
c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of written request to work with NASPO ValuePoint to provide any unique information and ordering instructions that the Contractor would like the customer to have. d. If the solicitation requires either a catalog hosted on or integration of a punchout site with eMarket Center, or either solution is proposed by a Contractor and accepted by the Lead State, the provisions of the eMarket Center Appendix to these NASPO ValuePoint Master Agreement Terms and Conditions apply.

10. Right to Publish
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

11. Price and Rate Guarantee Period
All pricing must be guaranteed for the first year of the Master Agreement.

Following the guarantee period, any request for price increases must be for an equal guarantee period (1 year), and must be submitted to the Lead State at least thirty (30) calendar days prior to the effective date. The Lead State will review a documented request for an MSRP price list increase only after the Price Guarantee Period.

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Requests for price increases must include sufficient documentation supporting the request and demonstrating a reasonableness of the adjustment when comparing the current price list to the proposed price list. Documentation may include: the manufacturers national price increase announcement letter, a complete and detailed description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the increase. The price increase must not produce a higher profit margin than the original contract, and must be accompanied by sufficient documentation and nationwide notice of price adjustment to the published commercial price list.

No retroactive price increases will be allowed.

Price Reductions. In the event of a price decrease in any category of product at any time during the contract in an OEM’s published commercial price list, including renewal options, the Lead State shall be notified immediately. All published commercial price list price reductions shall be effective upon the notification provided to the Lead State.

12. Individual Customers
Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

Administration of Orders

13. Ordering
a. Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. b. Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.

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c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.
d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity. e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.
f. All Orders pursuant to this Master Agreement, at a minimum, shall include:
(1) The services or supplies being delivered;
(2) The place and requested time of delivery;
(3) A billing address;
(4) The name, phone number, and address of the Purchasing Entity representative;
(5) The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
(6) A ceiling amount of the order for services being ordered; and (7) The Master Agreement identifier.
g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order. h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Maintenance agreements may have terms as prescribed in section 27. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.
i. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

14. Shipping and Delivery
a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 12 of 28
F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. The minimum shipment amount, if any, will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.
b. All deliveries will be “Inside Deliveries” as designated by a representative of the Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a loading dock, front lobby, or reception area. Specific delivery instructions will be noted on the order form or Purchase Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order.
c. All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity’s Purchase Order number.

15. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations.

16. Inspection and Acceptance
a. Where the Master Agreement or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. b. All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Products that do not meet published specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed during the Acceptance Period (as defined below) when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. Upon shipment of the relevant Product to Purchasing Entity, DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 13 of 28
Purchasing Entity shall have thirty (30) days in which to inspect whether the Product materially conforms to Contractor’s published specifications (the “Acceptance Period”).

If the Product is non-conforming, it shall notify Contractor of the non-conformity within the Acceptance Period. Contractor shall replace the Product with a conforming Product.

Purchasing Entity shall be deemed to have accepted the Product; (i) at the end of the Acceptance Period if Purchasing Entity has not notified Contractor of any nonconformity with the Product during that time or (ii) if Purchasing Entity has notified Contractor of any non-conformity, the date on which it notifies Contractor that it accepts the replaced Product (the "Acceptance Date").
c. Acceptance of services shall be defined in the applicable Purchase Order and any associated statement of work. Notwithstanding the foregoing, if any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. In such an event, Contractor shall provide Purchasing Entity with a corrective action plan designed to remedy the nonconforming services or deliverable.

When defects cannot be corrected by re-performance of the services three (3) times pursuant to the corrective action plans proposed by Contractor, the Purchasing Entity may terminate the services with notice and shall have no liability to pay for such nonconforming services and/or deliverables, including fees and expenses for such services and Deliverables that have not been accepted in accordance with the terms herein.

Notwithstanding the foregoing, Purchasing Entity shall be responsible to pay for all services and deliverables that were performed and accepted hereunder. d. The warranty period shall begin upon Acceptance.

17. Payment
Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law. Payments will be remitted by mail. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.

18. Warranty
Warranty provisions govern where specified elsewhere in the documents that constitute the Master Agreement; otherwise this section governs. The Contractor warrants for a period of one year (90 days for software) from the date of shipment that: (a) the Product substantially performs according to all specific claims that the Contractor made in its response to the solicitation and published specifications, (b) the Product is suitable for the ordinary purposes for which such Product is used, (c) the Product is designed and manufactured in a commercially reasonable manner, and (d) the Product is free of defects. Upon breach of the warranty, the Contractor will repair or replace (at no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 14 of 28
known to the Contractor. Subject to mutual agreement if the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.

19. Title of Product
Upon Acceptance by the Purchasing Entity as detailed in Section 16 above, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. Transfer of title to the Product shall include an irrevocable and perpetual license to use any Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity pursuant to Contractor’s transfer policy provided within Attachment D, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license shall be at no additional cost or charge to either Purchasing Entity or Purchasing Entity’s transferee.

20. License of Pre-Existing Intellectual Property
Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, revocable, license to use, , translate, for Purchasing Entity’s own use in its normal and customary business operation, perform, display, of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”). The Contractor shall be responsible for ensuring that this license is consistent with any third party rights in the Pre-existing Intellectual Property.

21. No Guarantee of Service Volumes: The Contractor acknowledges and agrees that the Lead State and NASPO ValuePoint makes no representation, warranty or condition as to the nature, timing, quality, quantity or volume of business for the Services or any other products and services that the Contractor may realize from this Master Agreement, or the compensation that may be earned by the Contractor by offering the Services. The Contractor acknowledges and agrees that it has conducted its own due diligence prior to entering into this Master Agreement as to all the foregoing matters.

22. Purchasing Entity Data: Purchasing Entity retains full right and title to Data provided by it and any Data derived therefrom, including metadata.

Contractor shall not collect, access, or use user-specific Purchasing Entity Data except as strictly necessary to provide Service to the Purchasing Entity. No information regarding Purchasing Entity’s use of the Service may be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction. The obligation shall extend beyond the term of this Master Agreement in perpetuity.

Contractor shall not use any information collected in connection with this Master DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 15 of 28
Agreement, including Purchasing Entity Data, for any purpose other than fulfilling its obligations under this Master Agreement.

Notwithstanding the foregoing, Purchasing Entity Data will specifically exclude information collected, generated and/or analyzed by the Services such as threat intelligence data derived from processing log files, session data, telemetry, user data, usage data, and copies of potentially malicious files detected by Licensor through use of the Services. For the avoidance of doubt, Contractor may utilize Purchasing Entity Data to the extent that is necessary to continue to operate, adapt and improve its current security offerings. Such use shall not in any manner identify Purchasing Entity Data or Purchasing Entity to any third party and will be used strictly for product operation and improvement purposes.

23. System Failure or Damage: In the event of system failure or damage caused by Contractor or its Services, the Contractor agrees to use its best efforts to restore or assist in restoring the system to operational capacity.

24. Title to Product: If access to the Product requires an application program interface (API), Contractor shall convey to Purchasing Entity an irrevocable and perpetual license to use the API.

25. Data Privacy: The Contractor must comply with all applicable laws related to data privacy and security. Prior to entering into a SLA with a Purchasing Entity, the Contractor and Purchasing Entity must cooperate and hold a meeting to determine the Data Categorization to determine what data the Contractor will hold, store, or process.

The Contractor must document the Data Categorization in the SLA or Statement of Work.

26. Transition Assistance:
a. The Contractor shall reasonably cooperate with other parties in connection with all Services to be delivered under this Master Agreement, including without limitation any successor service provider to whom a Purchasing Entity’s Data is transferred in connection with the termination or expiration of this Master Agreement. The Contractor shall assist a Purchasing Entity in certifying the destruction of or exporting and extracting a Purchasing Entity’s Data, in a format usable without the use of the Services and as agreed by a Purchasing Entity at a cost mutually agreed to by the Parties. Any transition services requested by a Purchasing Entity involving additional knowledge transfer and support may be subject to a separate transition Statement of Work. b. A Purchasing Entity and the Contractor shall, when reasonable, create a Transition Plan Document identifying the transition services to be provided and including a Statement of Work if applicable.
c. The Contractor must maintain the confidentiality and security of a Purchasing Entity’s Data during the transition services and thereafter as required by the Purchasing Entity.

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27. Performance and Payment Time Frames that Exceed Contract Duration: All maintenance or other agreements for services whose performance and payment time frames extend beyond the duration of this Master Agreement shall remain in effect for performance and payment purposes (limited to the time frame and services established per each written agreement). No new leases, maintenance or other agreements for services may be executed after the Master Agreement has expired. For the purposes of this section, renewals of maintenance, subscriptions, and other service agreements, shall not be considered as “new.”
General Provisions

28. Insurance
a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.
b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:
(1) Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$3 million general aggregate; (2) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.
c. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.
d. Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating States identified in the Request for Proposal that enter into Participating Addendums with Contractor as additional insureds, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 17 of 28
Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state. e. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.
f. Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

29. Records Administration and Audit
a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, and examine, Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. Such audit shall occur no more than once yearly by the same Purchasing Entity and shall be conducted with a minimum disruption of Contractor’s business. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.
b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of Administrative Fees found as a result of the examination of the Contractor’s records.
c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.

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30. Confidentiality, Non-Disclosure, and Injunctive Relief a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”).

Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. c. Injunctive Relief. Contractor acknowledges that breach of this section, including DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 19 of 28
disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.

Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.
d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. e. The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to section 29. To the extent permitted by law, Contractor shall notify the Lead State of the identify of any entity seeking access to the Confidential Information described in this subsection.

31. Public Information
This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity’s public information laws.

32. Assignment/Subcontracts
a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.
b. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint and other third parties.

32. Changes in Contractor Representation
The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.

33. Independent Contractor
The Contractor shall be an independent contractor. Contractor shall have no DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 20 of 28
authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.

34. Termination
Unless otherwise stated, this Master Agreement may be terminated by either Lead State or Contractor upon 60 days written notice prior to the effective date of the termination. Further, any Participating Entity may terminate its participation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum.

Termination may be in whole or in part. Any termination under this provision shall not affect the rights and obligations attending orders outstanding at the time of termination, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. For the avoidance of any doubt, to the extent allowable by applicable Purchasing Entity law there shall be no refund upon termination for convenience. Termination of the Master Agreement due to Contractor default may be immediate.

35. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.

36. Defaults and Remedies
a. The occurrence of any of the following events by Contractor shall be an event of default under this Master Agreement:
(1) Nonperformance of contractual requirements; or
(2) A material breach of any term or condition of this Master Agreement; or (3) Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; or
(4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or (5) Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 15 calendar days in which Contractor shall have an opportunity to cure the default. The DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 21 of 28
Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages.
c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:
(1) Exercise any remedy provided by law; and
(2) Terminate this Master Agreement and any related Contracts or portions thereof; and
(3)Intentionally Omitted; and
(4) Suspend Contractor from being able to respond to future bid solicitations; and (5) Suspend Contractor’s performance; and
(6) Withhold payment until the default is remedied.
d. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity.

Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.

37. Waiver of Breach
Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.

38. Debarment
The Contractor certifies that neither it nor its principals are presently debarred, DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 22 of 28
suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency.

This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

39. Indemnification and Limitation of Liability
a. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees, from and against third-party claims, damages or causes of action including reasonable attorneys’ fees and related costs for any death, injury, or damage to tangible property arising from act(s), error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the performance under the Master Agreement.
b. Indemnification – Intellectual Property. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim") of another person or entity. (1) The Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:
(a) intentionally omitted;
(b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
(d) Intentionally omitted.
(2) The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor.

If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 23 of 28
Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement. c. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE

LAW (A) IN NO EVENT SHALL CONTRACTOR OR ITS SUPPLIERS BE LIABLE FOR

ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY OR

CONSEQUENTIAL DAMAGES OF ANY KIND (INCLUDING BUT NOT LIMITED TO

LOSS OF USE, DATA, BUSINESS OR PROFITS, OR FOR THE COST OF

PROCURING SUBSTITUTE PRODUCTS, SERVICES OR OTHER GOODS), ARISING

OUT OF OR RELATING TO THIS AGREEMENT, REGARDLESS OF THE THEORY

OF LIABILITY AND WHETHER OR NOT CONTRACTOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE OR LOSS; AND (B) IN NO EVENT SHALL CONTRACTOR’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS

EULA, FROM ALL CLAIMS OR CAUSES OF ACTION AND UNDER ALL THEORIES

OF LIABILITY, EXCEED THE GREATER OF THREE TIMES THE TOTAL PAYMENTS ACTUALLY MADE BY FOR THE PRODUCTS DURING THE TWELVE (12) MONTH

PERIOD PRIOR TO ANY SUCH CLAIM OR CAUSE OF ACTION BY THE

PURCHASING ENTITY SEEKING TO RECOVER DAMAGES, OR THREE MILLION DOLLARS ($3,000,000). THE FOREGOING LIMITATIONS SHALL NOT APPLY TO LIABILITY ARISING FROM DEATH OR BODILY INJURY. You agree that the foregoing limitations of liability constitute a material inducement for Palo Alto Networks to enter into this EULA and that the purchase price and fees charged to you would be substantially higher without such limitations.

40. No Waiver of Sovereign Immunity
In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 24 of 28

41. Governing Law and Venue
a. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.
b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.
c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to the procurement, evaluation, award, or contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.

42. Assignment of Antitrust Rights
Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1- 15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.

43. Contract Provisions for Orders Utilizing Federal Funds Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.

44. Leasing or Alternative Financing Methods
The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Where the terms and conditions are not DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 25 of 28
otherwise prescribed in an applicable Participating Addendum, the terms and conditions for leasing or alternative financing methods are subject to negotiation between the Contractor and Purchasing Entity.

45. Entire Agreement: This Master Agreement, along with any attachment, contains the entire understanding of the parties hereto with respect to the Master Agreement unless a term is modified in a Participating Addendum with a Participating Entity. No click-through, or other end user terms and conditions or agreements required by the Contractor (“Additional Terms”) provided with any Services hereunder shall be binding on Participating Entities or Purchasing Entities, even if use of such Services requires an affirmative “acceptance” of those Additional Terms before access is permitted.

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eMarket Center Appendix
a. This Appendix applies whenever a catalog hosted by or integration of a punchout site with eMarket Center is required by the solicitation or either solution is proposed by a Contractor and accepted by the Lead State.
b. Supplier’s Interface with the eMarket Center. There is no cost charged by JAGGAER to the Contractor for loading a hosted catalog or integrating a punchout site. c. At a minimum, the Contractor agrees to the following:
(1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin enablement process. The Contractor shall have fifteen (15) days from receipt of written request to work with NASPO ValuePoint and JAGGAER to set up an enablement schedule, at which time JAGGAER’s technical documentation shall be provided to the Contractor. The schedule will include future calls and milestone dates related to test and go live dates. The contractor shall have a total of Ninety (90) days to deliver either a (1) hosted catalog or (2) punch-out catalog, from date of receipt of written request. (2) NASPO ValuePoint and JAGGAER will work with the Contractor, to decide which of the catalog structures (either hosted or punch-out as further described below) shall be provided by the Contractor. Whether hosted or punch-out, the catalog must be strictly limited to the Contractor’s awarded contract offering (e.g. products and/or services not authorized through the resulting cooperative contract should not be viewable by NASPO ValuePoint Participating Entity users). (a) Hosted Catalog. By providing a hosted catalog, the Contractor is providing a list of its awarded products/services and pricing in an electronic data file in a format acceptable to JAGGAER, such as Tab Delimited Text files. In this scenario, the Contractor must submit updated electronic data no more than once per 30 days to the eMarket Center for the Lead State’s approval to maintain the most up-to-date version of its product/service offering under the cooperative contract in the eMarket Center.
(b) Punch-Out Catalog. By providing a punch-out catalog, the Contractor is providing its own online catalog, which must be capable of being integrated with the eMarket Center as a. Standard punch-in via Commerce eXtensible Markup Language (cXML). In this scenario, the Contractor shall validate that its online catalog is up-to-date by providing a written update no more than once per 30 days to the Lead State stating they have audited the offered products/services and pricing listed on its online catalog. The site must also return detailed UNSPSC codes (as outlined in line 3) for each line item. Contractor also agrees to provide e-Quote functionality to facilitate volume discounts. d. Revising Pricing and Product Offerings: Any revisions to product/service offerings (new products, altered SKUs, new pricing etc.) must be pre-approved by the Lead State and shall be subject to any other applicable restrictions with respect to the frequency or DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Attachment A: Page 27 of 28
amount of such revisions. However, no cooperative contract enabled in the eMarket Center may include price changes on a more frequent basis than once per year (see required Price Guarantee Period section 11). The following conditions apply with respect to hosted catalogs:
(1) Updated pricing files are required each calendar month of the month and shall go into effect in the eMarket Center on as approved by the Lead State contract administrator.
(2) Lead State-approved price changes are not effective until implemented within the eMarket Center. Errors in the Contractor’s submitted pricing files will delay the implementation of the price changes in eMarket Center. e. Supplier Network Requirements: Contractor shall join the JAGGAER Supplier Network (SQSN) and shall use JAGGAER’s Supplier Portal to import the Contractor’s catalog and pricing, into the JAGGAER system, and view reports on catalog spend and product/pricing freshness. The Contractor can receive orders through electronic delivery (cXML) or through low-tech options such as fax. More information about the SQSN can be found at: www.sciquest.com or call the JAGGAER Supplier Network Services team at 800-233-1121.
f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a punch-out catalog, the Contractor agrees to meet the following requirements:
(1) Catalog must contain the most current pricing, including all applicable administrative fees and/or discounts, as well as the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the cooperative contract; and
(2) The accuracy of the catalog must be maintained by Contractor throughout the duration of the cooperative contract; and
(3) The Catalog must include a Lead State contract identification number; and (4) The Catalog must include detailed product line item descriptions; and (5) The Catalog must include pictures when possible; and (6) The Catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. Although suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple contracts applicable to different NASPO ValuePoint Participating Entities. For example, a supplier may have different pricing for state government agencies and Board of Regents institutions. Suppliers have the ability and responsibility to submit separate contract pricing for the same catalog if applicable.

The system will deliver the appropriate contract pricing to the user viewing the catalog.

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g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via fax or cXML. The Contractor shall provide positive confirmation via phone or email within 24 hours of the Contractor’s receipt of the Purchase Order. If the Purchasing Order is received after 3pm EST on the day before a weekend or holiday, the Contractor must provide positive confirmation via phone or email on the next business day.
h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are driven by JAGGAER for the suppliers and are upgraded every year. NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC and the Contractor shall be required to support the migration effort. All line items, goods or services provided under the resulting statewide contract must be associated to a UNSPSC code. All line items must be identified at the most detailed UNSPSC level indicated by segment, family, class and commodity.
i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts appear in the eMarket Center and that NASPO ValuePoint may elect at any time to remove any supplier’s offering from the eMarket Center. j. The Lead State reserves the right to approve the pricing on the eMarket Center. This catalog review right is solely for the benefit of the Lead State and Participating Entities, and the review and approval shall not waive the requirement that products and services be offered at prices (and approved fees) required by the Master Agreement. k. Several NASPO ValuePoint Participating Entities currently maintain separate JAGGAER eMarketplaces, these Participating Entities do enable certain NASPO ValuePoint Cooperative Contracts. In the event one of these entities elects to use this NASPO ValuePoint Cooperative Contract (available through the eMarket Center) but publish to their own eMarketplace, the Contractor agrees to work in good faith with the entity and NASPO ValuePoint to implement the catalog.

NASPO ValuePoint does not anticipate that this will require substantial additional efforts by the Contractor; however, the supplier agrees to take commercially reasonable efforts to enable such separate JAGGAER catalogs. (December 2017)
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C

Attachment B
Attachment B – Scope Awarded to Contractor
I. Data Communications Award Categories
The scope for this contract is as provided below. Contractor may offer products (i.e. white box, artificial intelligence, etc.) and services within the Categories it received an award in. Each category also allows for Internet of Things (IoT) products. These products must be an IoT product that can be deployed within, upon, or integrated into a government agency’s physical asset to address government line of business needs. Proposals are expected to include IoT products designed to support common government lines of business in specific subcategories i.e. routers, switches, end points, etc. IoT products can only be provided in categories that the vendor is awarded in and can include endpoints that support items in that category.

Category 1.3: ROUTERS, SWITCHES, SECURITY, AND NETWORKING STORAGE

1.3.1 Routers.

A device that forwards data packets along networks. A router is connected to at least two networks, commonly two LANs or WANs or a LAN and its ISP's network. Routers are located at gateways, the places where two or more networks connect, and are the critical device that keeps data flowing between networks and keep the networks connected to the Internet.

1.3.1.1 Branch Routers ͸ŵƵůƚŝƐĞƌǀŝĐĞƌŽƵƚĞƌƚLJƉŝĐĂůůy used in branch offices or locations with limited numbers of users and supports flexible configurations/feature. For example: security, VoIP, wan acceleration, etc.

1.3.1.2 Network Edge Routers ͸ƐƉĞĐŝĂůŝnjĞĚƌŽƵƚĞƌƌĞƐŝding at the edge or boundary of a network. This router ensures the connectivity of its network with external networks, a wide area network or the Internet. An edge router uses an External Border Gateway Protocol, which is used extensively over the Internet to provide connectivity with remote networks.

1.3.1.3 Core Routers - High performance, high speed, low latency routers that enable Enterprises to deliver a suite of data, voice, and video services to enable next-generation applications such as IPTV and Video on Demand (VoD), and Software as a Service (SaaS).

1.3.1.4 Service Aggregation Routers ͸ WƌŽǀŝĚĞƐŵƵůƚŝƐĞƌǀŝĐĞĂĚĂƉƚĂƚŝŽŶ͕ĂŐŐƌĞŐation and routing for Ethernet and IP/MPLS networks to enable service providers and enterprise edge networks simultaneously host resource-intensive integrated data, voice and video business and consumer services.

1.3.1.5 Carrier Ethernet Routers ͸,ŝŐŚƉĞƌĨŽƌŵĂŶĐĞrouters that enable service providers to deliver a suite of data, voice, and video services to enable next-generation applications such as IPTV, Video on Demand (VoD), and Software as a Service (SaaS).

1.3.2 Security.

1.3.2.1 Data Center and Virtualization Security Products and Appliances ͸Products designed to protect high-value data and data center resources with threat defense and policy control.

1.3.2.2 Intrusion Detection/Protection and Firewall Appliances ͸ WƌŽǀŝĚĞ comprehensive inline network firewall security from worms, Trojans, spyware, key loggers, and other malware. This includes Next-Generation Firewalls (NGFW), which offer a wire-speed integrated network platform that performs DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C

Attachment B
deep inspection of traffic and blocking of attacks. Intrusion Detection/Protection and Firewall Appliances should provide:
x Non-disruptive in-line bump-in-the-wire configuration x Standard first-generation firewall capabilities, e.g., network-address translation (NAT), stateful protocol inspection (SPI) and virtual private networking (VPN), etc. x Application awareness, full stack visibility and granular control x Capability to incorporate information from outside the firewall, e.g., directory-based policy, blacklists, white lists, etc.
x Upgrade path to include future information feeds and security threats x SSL decryption to enable identifying undesirable encrypted applications (Optional)

1.3.2.3 Logging Appliances and Analysis Tools ͸ ^ŽůƵƚŝŽŶƐ ƵƚŝůŝnjĞĚ ƚŽ ĐŽůůĞĐƚ͕ ĐůĂƐƐŝĨLJ͕ ĂŶĂůLJnjĞ͕ ĂŶĚ securely store log messages.

1.3.2.4 Secure Edge and Branch Integrated Security Products ͸EĞƚǁŽƌŬƐĞĐƵƌŝƚLJ͕VPN, and intrusion prevention for branches and the network edge. Products typically consist of appliances or routers.

1.3.2.5 Secure Mobility Products ͸ ĞůŝǀĞƌƐ ƐĞĐƵƌĞ͕ Ɛcalable access to corporate applications across multiple mobile devices.

1.3.2.6 Encryption Appliances ͸ŶĞƚǁŽƌŬƐĞĐƵƌŝƚLJ device that applies crypto services at the network transfer layer - above the data link level, but below the application level.

1.3.2.7 On-premise and Cloud-based services for Network Communications Integrity ͸Solutions that provide threat protection, data loss prevention, message level encryption, acceptable use and application control capabilities to secure web and email communications. This could include cloud access security brokers (CASBs) and DNS security.

1.3.2.8 Secure Access ͸WƌŽĚƵĐƚƐ ƚŚĂƚƉƌŽǀŝĚĞƐĞĐƵƌĞĂĐcess to the network for any device, including personally owned mobile devices (laptops, tablets, and smart phones). Capabilities should include:
x Management visibility for device access
x Self-service on-boarding
x ĞŶƚƌĂůŝnjĞĚƉŽůŝĐLJĞŶĨŽƌĐĞŵĞŶƚ
x Differentiated access and services
x Device Management

1.3.3 Storage Networking.

High-speed network of shared storage devices connecting different types of storage devices with data servers.

1.3.3.1 Director Class SAN (Storage Area Network) Switches and Modules ͸  scalable, highperformance, and protocol-independent designed primarily to fulfill the role of core switch in a core-edge Fibre Channel (FC), FCOE or similar SAN topology. A Fibre Channel director is, by current convention, a switch with at least 128 ports. It does not differ from a switch in core FC protocol functionality. Fibre Channel directors provide the most reliable, scalable, high-performance foundation for private cloud ƐƚŽƌĂŐĞĂŶĚŚŝŐŚůLJǀŝƌƚƵĂůŝnjĞĚĞŶǀŝƌŽŶŵĞŶƚƐ͘
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Attachment B

1.3.3.2 Fabric and Blade Server Switches ͸&ŝďƌĞChannel switch is a network switch compatible with the Fibre Channel (FC) protocol. It allows the creation of a Fibre Channel fabric, which is currently the core component of most SANs. The fabric is a network of Fibre Channel devices, which allows many-to-many communication, device name lookup, security, and redundancy. FC switches ŝŵƉůĞŵĞŶƚ njŽŶŝŶŐ͖ Ă mechanism that disables unwanted traffic between certain fabric nodes.

1.3.3.3 Enterprise and Data Center SAN and VSAN (Virtual Storage Area Network) Management ͸ Management tools to provisions, monitors, troubleshoot, and administers SANs and VSANs.

1.3.3.4 SAN Optimization ͸dŽŽůƐƚŽŚĞůƉŽƉƚŝŵŝnjĞĂŶĚsecure SAN performance (ie. Encryption of dataat-rest, data migration, capacity opƚŝŵŝnjĂƚŝŽŶ͕ĚĂƚĂƌĞĚƵĐƚŝŽŶ͕etc.

1.3.4: Switches.

Layer 2/3 devices that are used to connect segments of a LAN (local area network) or multiple LANs and to filter and forward packets among them.

1.3.4.1 Campus LAN – Access Switches ͸WƌŽǀŝĚĞƐŝŶŝƚŝĂůconnectivity for devices to the network and controls user and workgroup access to internetwork resources. The following are some of the features a campus LAN access switch should support:

1. Security
a. SSHv2 (Secure Shell Version 2)
b. 802.1X (Port Based Network Access Control)
c. Port Security
d. DHCP (Dynamic Host Configuration Protocol) Snooping

2. VLANs

3. Fast Ethernet/Gigabit Ethernet

4. PoE (Power over Ethernet)

5. link aggregation

6. 10 Gb support

7. Port mirroring

8. Span Taps

9. Support of IPv6 and IPv4

10. Standards-based rapid spanning tree

11. Netflow Support (Optional).

1.3.4.2 Campus LAN – Core Switches ͸ ĂŵƉƵƐ ĐŽƌĞ Ɛǁŝtches are generally used for the campus backbone and are responsible for transporting large amounts of traffic both reliably and quickly. Core switches should provide:
x High bandwidth
x Low latency
x Hot swappable power supplies and fans
x Security
o SSHv2
o MacSec encryption
o Role-Based Access Control Lists (ACL)
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C

Attachment B
x Support of IPv6 and IPv4
x 1/10/40/100 Gbps support
x IGP (Interior Gateway Protocol) routing
x EGP (Exterior Gateway Protocol) routing
x VPLS (Virtual Private LAN Service) Support
x VRRP (Virtual Router Redundancy Protocol) Support
x Netflow Support.

1.3.4.3 Campus Distribution Switches ͸ŽůůĞĐƚƚŚĞĚĂƚa from all the access layer switches and forward it to the core layer switches. Traffic that is generated at Layer 2 on a switched network needs to be managed, or segmented into Virtual Local Area Networks (VLANs), Distribution layer switches provides the inter-VLAN routing functions so that one VLAN can communicate with another on the network.

Distribution layer switches provides advanced security policies that can be applied to network traffic using Access Control Lists (ACLs).
x High bandwidth
x Low latency
x Hot swappable power supplies and fans
x Security (SSHv2 and/or 802.1X)
x Support of IPv6 and IPv4
x Jumbo Frames Support
x Dynamic Trunking Protocol (DTP)
x Per-VLAN Rapid Spanning Tree (PVRST+)
x Switch-port auto recovery
x NetFlow Support or equivalent

1.3.4.4 Data Center Switches ͸ĂƚĂĐĞŶƚĞƌƐǁŝƚĐŚĞƐ͕Žƌ>ĂLJer 2/3 switches, switch all packets in the data center by switching or routing good ones to their final destinations, and discard unwanted traffic using Access Control Lists (ACLs) a minimum of 10 Gigabit speeds. High availability and modularity differentiates a typical Layer 2/3 switch from a data center switch. Capabilities should include:
x High bandwidth
x Low latency
x Hot swappable power supplies and fans
x Ultra-low latency through wire-speed ports with nanosecond port-to-port latency and hardwarebased Inter-Switch Link (ISL) trunking x Load Balancing across Trunk group able to use packet based load balancing scheme x Bridging of Fibre Channel SANs and Ethernet fabrics
x Jumbo Frame Support
x Plug and Play Fabric formation that allows a new switch that joins the fabric to automatically become a member
x Ability to remotely disable and enable individual ports x Support NetFlow or equivalent
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C

Attachment B

1.3.4.5 ^ŽĨƚǁĂƌĞĞĨŝŶĞĚEĞƚǁŽƌŬƐ;^EͿ͸An application in SDN that manages flow control to enable intelligent networking.

1.3.4.6 Software Defined Networks (SDN) - VirtualŝnjĞĚ^ǁŝƚĐŚĞƐĂŶĚZŽƵƚĞƌƐ͸dĞĐŚŶŽůŽŐLJƵƚŝůŝnjĞĚƚŽ support software manipulation of hardware for specific use cases.

1.3.4.7 Software Defined Networks (SDN) ͸ Controllers - is an application in software-defined networking (SDN) that manages flow control to enable intelligent networking. SDN controllers are based on protocols, such as OpenFlow, that allow servers to tell switches where to send packets. The SDN controller lies between network devices at one end and applications at the other end. Any communications between applications and devices have to go through the controller. The controller uses multiple routing protocols including OpenFlow to configure network devices and choose the optimal network path for application traffic.

1.3.4.8 Carrier Aggregation Switches ͸ĂƌƌŝĞƌĂŐŐƌĞŐĂƚŝŽn switches route traffic in addition to bridging (transmitted) Layer 2/Ethernet traffic. Carrier aggregation switches’ major characteristics are:
x Designed for Metro Ethernet networks
x Designed for video and other high bandwidth applications x Supports a variety of interface types, especially those commonly used by Service Providers Capabilities should include:
x Redundant Processors
x Redundant Power
x IPv4 and IPv6 unicast and multicast
x High bandwidth
x Low latency
x Hot swappable power supplies and fans
x MPLS (Multiprotocol Label Switching)
x BGP (Border Gateway Protocol)
x Software router viƌƚƵĂůŝnjĂƚŝŽŶĂŶĚͬŽƌŵƵůƚŝƉůĞƌŽƵƚŝŶŐƚĂďůĞƐ x Policy based routing
x Layer 2 functionality
o Per VLAN Spanning Tree
o Rapid Spanning Tree
o VLAN IDs up to 4096
o Layer 2 Class of Service (IEEE 802.1p)
o Link Aggregation Control Protocol (LACP)
o QinQ (IEEE 802.1ad)

1.3.4.9 Carrier Ethernet Access Switches ͸ĐĂƌƌŝĞƌ Ethernet access switch can connect directly to the ĐƵƐƚŽŵĞƌŽƌďĞƵƚŝůŝnjĞĚĂƐ a network interface on the service side to provide layer 2 services. x Hot-swappable and field-replaceable integrated power supply and fan tray x AC or DC power supply with minimum DC input ranging from 18V to 32 VDC and 36V to 72 VDC x Ethernet and console port for manageability
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C

Attachment B
x SD flash card slot for additional external storage
x Stratum 3 network clock
x Line-rate performance with a minimum of 62-million packets per second (MPPS) forwarding rate x Support for dying gasp on loss of power
x Support for a variety of small form factor pluggable transceiver (SFP and SFP+) with support for Device Object Model (DOM)
x Timing services for a converged access network to support mobile solutions, including Radio Access Network (RAN) applications
x Support for Synchronous Ethernet (SyncE) services
x Supports Hierarchical Quality of Service (H-QoS) to provide granular traffic-shaping policies x Supports Resilient Ethernet Protocol REP/G.8032 for rapid layer-two convergence II. Value Added Services
For each Award Category above, the following valued services should also be available for procurement at the time of product purchase or anytime afterwards. This provided list of value added services is not intended to be exhaustive, and may be updated pursuant to the terms of the resulting Master Agreement

2.1 Maintenance Services ͸ĂƉĂďŝůŝƚLJƚŽƉƌŽǀŝĚĞtechnical support, software maintenance, flexible hardware coverage, and smart, proactive device diagnostics for hardware.

2.2 Professional Services
a. Deployment Services
i. ^ƵƌǀĞLJͬĞƐŝŐŶ^ĞƌǀŝĐĞƐ͸/ŶĐůƵĚĞƐ͕ ďƵƚŶŽƚůŝŵŝƚĞĚ ƚŽ͕ĚŝƐĐŽǀĞƌLJ͕ĚĞƐŝŐŶ͕ĂƌĐŚŝƚĞĐƚƵƌĞ review/validation, and readiness assessment.
ii. Implementation ^ĞƌǀŝĐĞƐ ͸ /ŶĐůƵĚĞƐ͕ ďƵƚ ŶŽƚ ůŝŵŝƚĞĚ ƚŽ͕ ďĂƐŝĐ ŝŶƐƚĂůůĂƚŝŽŶ ĂŶĚ configuration or end-to-end integration and deployment. iii. KƉƚŝŵŝnjĂƚŝŽŶ ͸ /ŶĐůƵĚĞƐ͕ ďƵƚ ŶŽƚ ůŝŵŝƚĞĚ ƚŽ͕ ĂƐƐĞƐƐŝŶŐ ŽƉĞƌĂƚŝŽŶĂů ĞŶǀŝƌŽŶŵĞŶƚ readiness, identify ways to increase efficiencies throughŽƵƚ ƚŚĞŶĞƚǁŽƌŬ͕ĂŶĚŽƉƚŝŵŝnjĞ Customer’s infrastructure, applications and service management. b. ZĞŵŽƚĞDĂŶĂŐĞŵĞŶƚ^ĞƌǀŝĐĞƐ͸/ŶĐůƵĚĞƐ͕ďƵƚŶŽƚůŝŵŝƚĞĚ ƚŽ͕ĐŽŶƚŝŶƵŽƵƐŵŽŶŝƚŽƌŝŶŐ͕ŝŶĐŝĚĞŶƚ ŵĂŶĂŐĞŵĞŶƚ͕ ƉƌŽďůĞŵ ŵĂŶĂŐĞŵĞŶƚ͕ ĐŚĂŶŐĞ ŵĂŶĂŐĞŵĞŶƚ͕ ĂŶĚ ƵƚŝůŝnjĂƚŝŽŶ ĂŶĚ performance reporting that may be on a subscription basis.
c. ŽŶƐƵůƚŝŶŐͬĚǀŝƐŽƌLJ^ĞƌǀŝĐĞƐ͸/ŶĐůƵĚĞƐ͕ďƵƚŶŽƚůŝŵŝƚĞĚƚŽ͕ĂƐƐĞƐƐŝŶŐƚŚĞĂǀĂŝůĂďŝůŝƚLJ͕ƌĞůŝĂďŝůŝƚLJ͕ security and performance of Customer’s existing solutions. d. Data Communications Architectural ĞƐŝŐŶ^ĞƌǀŝĐĞƐ͸ĞǀĞůŽƉŝŶŐĂƌĐŚŝƚĞĐƚƵƌĂů ƐƚƌĂƚĞŐŝĞƐĂŶĚ roadmaps for transforming Customer’s existing network architecture and operations management.
e. ^ƚĂƚĞŵĞŶƚŽĨtŽƌŬ;^KtͿ^ĞƌǀŝĐĞƐ͸ƵƐƚŽŵĞƌ-specific tasks to be accomplished and/or services to be delivered based on Customer’s business and technical requirements. f. Testing Services – Includes, but not limited to, testing the availability, reliability, security and performance of Customer’s existing solutions

2.3 Partner Services ͸WƌŽǀŝĚĞĚďLJŽŶƚƌĂĐƚŽƌ͛Ɛ ƵƚŚŽƌŝnjĞĚWĂƌƚŶĞƌƐͬZĞƐĞůůĞƌƐ͘ DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C

Attachment B
a. Subject to Contractor’s approval and the certifications held by its Partners/Resellers, many Partners/Resellers can also offer and provide some or all of the Services as listed above at competitive pricing, along with local presence and support. As the primary Contractor (OEM), Contractor is ultimately responsible for the service and performance of its Partners/ Resellers.

Customers may have the option to purchase the Services to be directly delivered by Contractor (OEM) or its certified Partners/Resellers.

2.4 Training ͸>ĞĂƌŶŝŶŐŽĨĨĞƌŝŶŐƐĨŽƌ/dƉƌŽĨĞƐƐŝŽŶĂůƐon networking technologies, including but not limited to designing, implementing, operating, configuring, and troubleshooting network systems pertaining to items provided under the master agreement.

III. Product Line Additions
During the contract term Contractor may submit a request to update product catalog that falls within the scope listed in herein this Attachment B as new technology is introduced, updated or removed from the market. Lead State will evaluate requests and update the contract offering as appropriate. New product additions ŵƵƐƚƵƚŝůŝnjĞƚŚĞƐĂŵĞƉƌŝĐŝŶŐƐƚƌƵĐƚƵƌĞĂƐǁĂƐƵƐĞĚĨŽƌƐĞƌǀŝĐĞƐĨĂůůŝŶŐŝŶto the same service category.

A. Minimum Discount %
The Minimum Discount % off List shall be firm fixed for the duration of the contract. However, the list prices may fluctuate through the life of the contract, as provided within Attachment A. Contractor may offer increased discounts upon achievement of contract volume milestones. Minimum guaranteed contract discounts do not preclude Contractor ĂŶĚͬŽƌŝƚƐĂƵƚŚŽƌŝnjĞĚƌĞƐĞůůĞƌƐĨƌŽŵƉƌŽǀŝĚŝŶŐĚĞĞƉĞƌŽƌ additional, incremental discounts at their sole discretion. Purchasing entities shall benefit from any promotional pricing offered by the Contractor to similar customers. Promotional pricing shall not be cause for a permanent price change.

DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C ŽŶƚƌĂĐƚŽƌ
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ŽďũĞĐƚŝǀĞƐͿ Ψϰϯϳ͘ϱϬ Ψϰϯϳ͘ϱϬ E E E E
^ƚĂƚĞŵĞŶƚŽĨtŽƌŬ^ĞƌǀŝĐĞƐ ƵƐƚŽŵƉĞƌƌĞƋƵŝƌĞŵĞŶƚ
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^ĞĐƚŝŽŶϮ͗DŝŶŝŵƵŵŝƐĐŽƵŶƚйŽĨĨ>ŝƐƚ
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ƚƚĂĐŚŵĞŶƚ WĂŐĞϭŽĨϭ
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C End User Agreement - Dec 2018 - 810-000006-00G Page 1 of 9 END USER AGREEMENT (“EULA”)
THIS IS A LEGAL AGREEMENT BETWEEN YOU (REFERRED TO HEREIN AS “CUSTOMER”, “END USER”, “YOU” or “YOUR”) AND (A) PALO ALTO NETWORKS, INC., 3000 TANNERY WAY, SANTA CLARA, CALIFORNIA 95054 UNITED STATES, IF YOU ARE LOCATED IN NORTH OR LATIN AMERICA; OR (B) PALO ALTO NETWORKS (NETHERLANDS) B.V., OVAL TOWER, DE ENTRÉE 99- 197, 5TH FLOOR, 1101 HE AMSTERDAM, IF YOU ARE LOCATED OUTSIDE NORTH OR LATIN AMERICA (“PALO ALTO NETWORKS”).

BY DOWNLOADING, INSTALLING, REGISTERING, ACCESSING, EVALUATING OR OTHERWISE USING PALO ALTO NETWORKS PRODUCTS, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE BOUND TO THIS EULA. IF YOU DO NOT ACCEPT ALL ITS TERMS, IMMEDIATELY CEASE USING OR ACCESSING THE PRODUCT. THIS EULA GOVERNS YOUR USE OF PALO ALTO NETWORKS

PRODUCTS HOWEVER THEY WERE ACQUIRED INCLUDING WITHOUT LIMITATION VIA AN AUTHORIZED DISTRIBUTOR, RESELLER, ONLINE APP STORE, OR MARKETPLACE. MAINTENANCE AND SUPPORT SERVICES ARE GOVERNED BY THE END USER SUPPORT AGREEMENT (“EUSA”) FOUND AT www.paloaltonetworks.com/legal/eusa WHICH IS HEREBY INCORPORATED BY REFERENCE INTO THIS EULA.

1. DEFINITIONS
"Affiliate" means any entity that Controls, is Controlled by, or is under common Control with End User or Palo Alto Networks, as applicable, where “Control” means having the power, directly or indirectly, to direct or cause the direction of the management and policies of the entity, whether through ownership of voting securities, by contract or otherwise. “End User Data” means data that may be accessed or collected by Products during the relationship governed by this EULA, in the form of logs, session data, telemetry, user data, usage data, threat intelligence data, and copies of potentially malicious files detected by the Product. End User Data may include confidential data and personal data, such as source and destination IP addresses, active directory information, file applications, URLs, file names, and file content. “Hardware” means hardware-based products listed on Palo Alto Networks’ then-current price list or supplied by Palo Alto Networks regardless of whether a fee is charged for such hardware. “Product” means, collectively, Hardware, Software, Subscription, or any combination thereof. “Security Incident” means any unauthorized access to any End User Data stored on Palo Alto Networks’ equipment or in Palo Alto Networks’ facilities, or unauthorized access to such equipment or facilities resulting in loss, disclosure, or alteration of End User Data that compromises the privacy, security or confidentiality of such End User Data. “Software” means any software embedded in Hardware and any standalone software that is provided without Hardware, including updates, regardless of whether a fee is charged for the use of such software. “Subscription” means cloud-hosted, SaaS offerings provided by Palo Alto Networks including, but not limited to, Aperture, AutoFocus, Evident, GlobalProtect Cloud, Logging, Magnifier, RedLock, Threat Prevention, URL Filtering, WildFire, regardless of whether a fee is charged for its use. Maintenance and support, and professional services are not considered Subscriptions under this EULA.

2. USE AND RESTRICTIONS
a. Software Use Grant
This section 2.a applies to Software only. Palo Alto Networks grants you a limited, non-exclusive right to use the Software:
i. in accordance with published specifications for the Product; ii. solely for your internal use, unless agreed otherwise in a separate written contract with Palo Alto Networks; and iii. through your third-party contractor providing IT services solely for your benefit, subject to their compliance with this EULA. All other rights in the Software are expressly reserved by Palo Alto Networks. b. Access to Subscriptions
This section 2.b applies to Subscriptions only. During the period for which you purchased Subscriptions, Palo Alto Networks will use commercially reasonable efforts to make them available 24 hours a day, 7 days a week except for published downtime or any unavailability caused by circumstances beyond our control including, but not limited to, a force majeure event described in section 13.g below. Palo Alto Networks grants you a non-exclusive right to access the Subscriptions:
i. in accordance with published specifications for the Subscriptions; Attachment D - Service Offering EULAs, SLAs
Attachment D
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C End User Agreement - Dec 2018 - 810-000006-00G Page 2 of 9 ii. solely for your internal use, unless agreed otherwise in a separate written contract with Palo Alto Networks; and iii. through your third-party contractor providing IT services solely for your benefit, subject to their compliance with this EULA.

All other rights to the Subscriptions are expressly reserved by Palo Alto Networks. c. Use Restrictions
You shall not:
i. modify, translate or create derivative works from the Products, in whole or in part; ii. disassemble, decompile, reverse engineer or otherwise attempt to derive the source code of the Products, in whole or in part, unless expressly permitted by applicable law in the jurisdiction of use despite this prohibition; iii. disclose, publish or otherwise make publicly available any benchmark, performance or comparison tests that you (or a third-party contracted by you) run on the Products, in whole or in part; iv. interfere with, disrupt the integrity or performance of, or attempt to gain unauthorized access to the Subscriptions, their related systems or networks, or any third-party data contained therein; v. use the Subscriptions in any manner not authorized by the published specifications for the applicable Subscriptions; vi. duplicate the Software, except for making a reasonable number of archival or backup copies, provided that you reproduce in your copy the copyright, trademark and other proprietary notices or markings that appear on the original copy of the Software (if any) as delivered to you;
vii. sell, resell, distribute, transfer, publish, disclose, rent, lend, lease or sublicense the Products, except in accordance with Palo Alto Networks license transfer procedure (https://www.paloaltonetworks.com/support/supportpolicies/secondary-market-policy.html); or viii. make the functionality of the Products available to any third party through any means, including without limitation, by uploading the Software to a network or file-sharing service or through any hosting, application services provider, service bureau or other type of services unless agreed otherwise in a separate managed services agreement with Palo Alto Networks.
d. Affiliates
If you purchase Product for use by your Affiliate, you shall:
i. provide the Affiliate with a copy of this EULA;
ii. ensure that the affiliate complies with the terms and conditions therein; and iii. be responsible for any breach of this EULA by such affiliate. e. Authentication Credentials and Security Incidents
You shall keep accounts and authentication credentials providing access to Products secure and confidential. You must notify Palo Alto Networks without undue delay about any actual or suspected misuse of your accounts or authentication credentials or of any Security Incident you become aware of.

3. OWNERSHIP
Palo Alto Networks and its suppliers retain all rights to intellectual and intangible property relating to the Product, including but not limited to copyrights, patents, trade secret rights, and trademarks and any other intellectual property rights therein unless otherwise indicated. You shall not delete or alter the copyright, trademark, or other proprietary rights notices or markings that appear on the Product. To the extent you provide any suggestions or comments related to the Products, Palo Alto Networks shall have the right to retain and use any such suggestions or comments in current or future products or subscriptions, without your approval or compensation to you.

4. PAYMENT AND TAXES
a. Fees
Applicable fees will be set forth on the website at the time of purchase or in the applicable invoice. Note, however, that fees which are payable in advance for volume or capacity usage (e.g., terabytes of data, # of accounts, endpoints, devices, seats, users, workloads, etc.) must be reconciled with actual usage at the end of each month or applicable service period. Palo Alto Networks reserves the right to perform true-up reconciliation and charge for any usage above the volume or capacity purchased. Unless you have chosen monthly billing, fees will be due net thirty (30) days from invoice date. All sums due and payable that remain unpaid after any applicable cure period herein will accrue interest at the highest rate permissible by applicable law. Palo Alto Networks reserves the right to assign its right to receive payments hereunder to a third party with notice but without your consent. For purposes of such assignment, such third party shall be considered a third-party beneficiary of the payment obligation under this EULA. All fees are non-refundable unless otherwise specified.

Attachment D - Service Offering EULAs, SLAs
Attachment D
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C End User Agreement - Dec 2018 - 810-000006-00G Page 3 of 9 b. Taxes
Prices quoted are exclusive of all sales, use, value-added, good and services, withholding and other taxes or duties. You will pay or self-assess all taxes and duties assessed in connection with this EULA and its performance, except for taxes payable on Palo Alto Networks’ net income. To the extent that any amounts payable by you are subject to withholding taxes, the amount payable shall be grossed up such that the amount paid to Palo Alto Networks net of withholding taxes equals the amount invoiced by Palo Alto Networks. If you pay any withholding taxes based on payments made by you to Palo Alto Networks hereunder, you will furnish Palo Alto Networks with written documentation of all such tax payments, including receipts and other customary documentation, to demonstrate to the relevant tax authorities that you have paid such taxes. If applicable, you shall also provide Palo Alto Networks with appropriate VAT/GST registration numbers and other documentation satisfactory to the applicable taxing authorities to substantiate any claim of exemption from any tax or duties. You agree to indemnify Palo Alto Networks from liabilities, damage, costs, fees and expenses, arising out of or resulting from any thirdparty claims based on or otherwise attributable to your breach of this section 4.b.

The entirety of this section 4 does not apply to you if you purchased Product from an authorized reseller.

5. THIRD-PARTY PRODUCTS AND SERVICES
Through its Security Operating Platform, Palo Alto Networks may make available to you third-party products or services (“third-party apps”) which may contain features designed to interoperate with our Products. To use such features, you must obtain access to such third-party apps from their respective providers. All third-party apps are optional and if you choose to utilize such third-party apps:
i. all governing terms and conditions, including data processing terms, shall be entered into between you and the applicable app provider;
ii. you may be required to grant Palo Alto Networks access to your account on such third-party apps; and iii. you instruct Palo Alto Networks to allow the app provider to access your data as required for the interoperation with our Products.

In the event the operation of the third-party app requires the processing of personal data to which the General Data Protection Regulation (“GDPR”) applies in a country that does not provide adequate data protection safeguards, then you and the app provider will put in place an adequate data transfer mechanism as set out in Arts. 46 or 47 of the GDPR, including executing appropriate Standard Contractual Clauses, as needed. Palo Alto Networks shall not be responsible for any disclosure, modification, or deletion of your data resulting from access by such app providers. App providers do not operate as subprocessors to Palo Alto Networks, as that term is defined in the GDPR. Palo Alto Networks is not liable for and does not warrant or support any such third-party apps, whether or not they are designated as “Palo Alto Networks-certified” or otherwise. Similarly, Palo Alto Networks cannot guarantee the continued availability of such third-party apps, and may cease providing them without entitling you to any refund, credit, or other compensation, if for example the provider of the thirdparty app ceases to make its product or service available in a manner acceptable to Palo Alto Networks.

6. TERM; TERMINATION; AND EFFECT OF TERMINATION
This EULA is effective until terminated. You may terminate this EULA at any time by notifying Palo Alto Networks. Palo Alto Networks may terminate this EULA at any time in the event you breach any material term of this EULA and fail to cure such breach within thirty (30) days following notice. Upon termination, you shall immediately cease using the Product.

7. WARRANTY, EXCLUSIONS AND DISCLAIMERS
a. Warranty
Palo Alto Networks warrants that:
i. the Hardware shall be free from defects in material and workmanship for one (1) year from the date of shipment; ii. the Software will substantially conform to Palo Alto Networks’ published specifications for three (3) months from the date of shipment; and
iii. the Subscriptions shall perform materially to published specifications for the Product. As your sole and exclusive remedy, and Palo Alto Networks’ and its suppliers’ sole and exclusive liability for breach of warranty, Palo Alto Networks shall, at its option and expense, repair or replace the Hardware or correct the Software or the Subscriptions, as applicable.

All warranty claims must be made on or before the expiration of the warranty period specified herein, if any. Replacement Products may consist of new or remanufactured parts that are equivalent to new. All Products that are returned to Palo Alto Networks and replaced become the property of Palo Alto Networks. Palo Alto Networks shall not be responsible for your or Attachment D - Service Offering EULAs, SLAs
Attachment D
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C End User Agreement - Dec 2018 - 810-000006-00G Page 4 of 9 any third party’s software, firmware, information, or memory data contained in, stored on, or integrated with any Product returned to Palo Alto Networks for repair or upon termination, whether under warranty or not. You will pay the shipping costs for return of Products to Palo Alto Networks. Palo Alto Networks will pay the shipping costs for repaired or replaced Products back to you.
b. Exclusions
The warranty set forth above shall not apply if the failure of the Product results from or is otherwise attributable to:
i. repair, maintenance or modification of the Product by persons other than Palo Alto Networks or a Palo Alto Networksauthorized party; ii. accident, negligence, abuse or misuse of a Product; iii. use of the Product other than in accordance with Palo Alto Networks’ published specifications; iv. improper installation or site preparation or your failure to comply with environmental and storage requirements set forth in the published specifications including, without limitation, temperature or humidity ranges; or v. causes external to the Product such as, but not limited to, failure of electrical systems, fire or water damage. c. Disclaimers

EXCEPT FOR THE WARRANTIES EXPRESSLY STATED AND TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE PRODUCTS ARE PROVIDED “AS IS”. PALO ALTO NETWORKS AND ITS SUPPLIERS MAKE NO OTHER WARRANTIES AND

EXPRESSLY DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED

WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. PALO ALTO NETWORKS DOES NOT WARRANT THAT (A) THE PRODUCTS WILL MEET YOUR

REQUIREMENTS, (B) USE THEREOF SHALL BE UNINTERRUPTED OR ERROR-FREE, OR (C) THE PRODUCTS WILL PROTECT AGAINST ALL POSSIBLE THREATS WHETHER KNOWN OR UNKNOWN.

8. LIMITATION OF LIABILITY
a. Disclaimer of Indirect Damages
To the fullest extent permitted by applicable law, in no event shall either party or Palo Alto Networks’ suppliers be liable for any special, indirect, incidental, punitive, exemplary or consequential damages of any kind (including but not limited to loss of use, data, business or profits, or for the cost of procuring substitute products, services or other goods), arising out of or relating to this EULA, regardless of the theory of liability and whether or not the other party was advised of the possibility of such damage or loss.
b. Direct Damages
To the fullest extent permitted by applicable law, in no event shall the total liability of either party or Palo Alto Networks’ suppliers, from all claims or causes of action and under all theories of liability arising out of or relating to this EULA, exceed the greater of one million United States dollars or the total amount paid by End User for the entire term of the subscription or enterprise agreement on which the claim is based. The foregoing limitation in this section 8.b shall not apply to liability arising from:
i. death or bodily injury;
ii. sections 2 (Use and Restrictions) and 9 (Indemnification); and iii. End User’s payment obligations for the Product.

9. INDEMNIFICATION
a. Indemnification and Procedure
Palo Alto Networks will defend, at its expense, any third-party action or suit against you alleging that the Product infringes or misappropriates such third party’s patent, copyright, trademark, or trade secret (a “Claim”), and Palo Alto Networks will pay damages awarded in final judgment against you or agreed to in settlement by Palo Alto Networks that are attributable to any such Claim; provided that you (a) promptly notify Palo Alto Networks in writing of the Claim; (b) give Palo Alto Networks sole control of the defense and settlement of the Claim; and (c) reasonably cooperate with Palo Alto Networks’ requests for assistance with the defense and settlement of the Claim. Palo Alto Networks will not be bound by any settlement or compromise that you enter into without Palo Alto Networks’ prior written consent. b. Remedy
If the Product becomes, or in Palo Alto Networks’ opinion is likely to become, the subject of a Claim, then Palo Alto Networks may, at its sole option and expense:

Attachment D - Service Offering EULAs, SLAs
Attachment D
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C End User Agreement - Dec 2018 - 810-000006-00G Page 5 of 9 i. procure the right for you to continue using the Product; ii. replace or modify the Product to avoid the Claim; or iii. if options (i) and (ii) cannot be accomplished despite Palo Alto Networks’ reasonable efforts, then Palo Alto Networks may accept return of the Product and grant you credit for the price of the Product as depreciated on a straight-line five (5) year basis, commencing on the date you received such Product or, for Subscriptions, grant you credit for the portion of the Subscription paid but not used.
c. Exceptions
Palo Alto Networks’ obligations under this section shall not apply to the extent any Claim results from or is based on:
i. modifications to the Product made by a party other than Palo Alto Networks or its designee; ii. the combination, operation, or use of the Product with hardware or software not supplied by Palo Alto Networks, if a Claim would not have occurred but for such combination, operation or use; iii. failure to use the most recent version or release of the Product; iv. Palo Alto Networks’ compliance with your explicit or written designs, specifications or instructions; or v. use of the Product not in accordance with published specifications.

THE FOREGOING TERMS STATE PALO ALTO NETWORKS’ SOLE AND EXCLUSIVE LIABILITY AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY THIRD-PARTY CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT OR MISAPPROPRIATION.

10. CONFIDENTIALITY
“Confidential Information” means the non-public information that is exchanged between the parties, provided that such information is identified as confidential at the time of disclosure by the disclosing party (“Discloser”), or disclosed under circumstances that would indicate to a reasonable person that the information ought to be treated as confidential by the party receiving such information (“Recipient”).

Notwithstanding the foregoing, Confidential Information is exclusive of information or data that Recipient can prove by credible evidence:
a. Was in the public domain at the time it was communicated to Recipient; b. Entered the public domain subsequent to the time it was communicated to Recipient through no fault of Recipient; c. Was in Recipient’s possession not in violation of any obligation of confidentiality at the time it was communicated to Recipient;
d. Was disclosed to Recipient not in any violation of any obligation of confidentiality; or e. Was developed by employees or agents of Recipient without use of or reference to the Confidential Information of Discloser.

Each party will not use the other party’s Confidential Information, except as necessary for the performance of this EULA, and will not disclose such Confidential Information to any third party, except to those of its employees and subcontractors that need to know such Confidential Information for the performance of this EULA, provided that each such employee and subcontractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective as those set forth herein. Each party will use all reasonable efforts to maintain the confidentiality of all of the other party’s Confidential Information in its possession or control, but in no event shall each party use less effort that it ordinarily uses with respect to its own confidential information of similar nature and importance.

The foregoing obligations will not restrict either party from disclosing the other party’s Confidential Information or the terms and conditions of this EULA:
a. Pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the party required to make such a disclosure gives reasonable notice to the other party to enable it to contest such order or requirement;
b. On a confidential basis to its legal or professional financial advisors; or c. As required under applicable securities regulations.

The foregoing obligations of each Party shall continue for the period terminating three (3) years from the date on which the Confidential Information is last disclosed, or the date of termination of this EULA, whichever is later.

11. END USER DATA AND DATA PROTECTION
a. Sharing Data
Attachment D - Service Offering EULAs, SLAs
Attachment D
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C End User Agreement - Dec 2018 - 810-000006-00G Page 6 of 9 Palo Alto Networks provides End User the ability to configure the Products to share End User Data (including type thereof) with Palo Alto Networks for threat analysis and prevention as described in the applicable Product documentation, which contains details regarding the processing of End User Data and End User’s options for sharing such data. b. Data Processing
End User acknowledges, agrees and grants to Palo Alto Networks the right, to the extent permitted by applicable law, to process and retain data, including End User Data, shared by End User related to a security event, for the legitimate interest of operating, providing, maintaining, developing, and improving security technologies and services, including for purposes compatible with providing such services. To the extent Palo Alto Networks processes personal data on behalf of End User as a processor in the meaning given in EU data protection law, it will do so in accordance with section 12. c. Subcontractors
Palo Alto Networks will take appropriate measures to safeguard the confidentiality of End User Data. Except where required by law, Palo Alto Networks will not share End User Data with third parties other than with selected subcontractors. Palo Alto Networks will impose appropriate contractual obligations upon such subcontractors that are no less protective than this section 11 and Palo Alto Networks will remain responsible for the subcontractor’s compliance with this EULA and for any acts or omissions of the subcontractor that cause Palo Alto Networks to breach any of its obligations under this EULA. d. Regional Data Centers
For some Products, End Users may configure the Products to have End User Data remain in facilities located within the European Economic Area or another available region. If so, Palo Alto Networks will not transfer data out of the selected region, unless compelled by law or a binding order of a governmental body. e. Compliance with Laws
Palo Alto Networks will process End User Data in accordance with applicable data protection laws, including, where applicable, the EU General Data Protection Regulation. End User represents and warrants that its use of the Products, its authorization for Palo Alto Networks’ access to data, and any related submission of data to Palo Alto Networks, including any End User Data contained therein, complies with all applicable laws, including those related to data privacy, data security, electronic communication and the export of technical, personal or sensitive data. f. PCI Compliance
Palo Alto Networks is not a payment processor and as such is not subject to compliance with PCI standards. However, Palo Alto Networks acknowledges that credit card information may be provided by End User during the performance or use of Products and therefore Palo Alto Networks shall use information data security controls that are compliant with PCI standards. g. Audit
Palo Alto Networks will select an independent, qualified third-party auditor to conduct, at Palo Alto Networks’ expense, at least annual audits of the security of its data centers, its systems, and its computing environments used to process End User Data, in accordance with the SOC2 Type II standards or its equivalent. At End User’s request and under non-disclosure agreement Palo Alto Networks will provide such audit report to End User so that it may verify Palo Alto Networks’ compliance with the adopted security framework.

12. PROCESSING AS DATA PROCESSOR
a. Data Processor
To the extent Palo Alto Networks processes personal data on behalf of End User as a processor as defined by EU data protection law, it shall do so only on instructions from End User pursuant to this EULA and as permitted by applicable law. b. Confidentiality of Personal Data
Palo Alto Networks will ensure that personnel it authorizes to process personal data have committed themselves to confidentiality or are under appropriate statutory obligation of confidentiality. c. Sub-Processors
End User authorizes Palo Alto Networks to engage sub-processors, as described in the applicable Product documentation for the relevant Product, to process personal data. In the event Palo Alto Networks engages any new sub-processor it will:
i. update the applicable documentation;
ii. notify End Users that have opted in to receive compliance notifications of such change to give End User the opportunity to object to such sub-processing;
iii. impose appropriate contractual obligations upon the sub-processor that are no less protective than this section 12; and
iv. remain responsible for the sub-processor’s compliance with this EULA and for any acts or omissions of the subprocessor that cause Palo Alto Networks to breach any of its obligations under this EULA.

Attachment D - Service Offering EULAs, SLAs
Attachment D
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C End User Agreement - Dec 2018 - 810-000006-00G Page 7 of 9 If End User objects to a new sub-processor, it must do so in writing within fifteen (15) days of such update and Palo Alto Networks will then endeavor to offer alternate options for the delivery of Products that do not involve the new sub-processor without prejudice to any of End User’s termination rights. d. Security
Palo Alto Networks has implemented practices and policies to maintain appropriate organizational, physical and technical measures to safeguard the confidentiality and security of personal data to comply with applicable laws. e. Security Incident Notification
In the event of a Security Incident affecting End User personal data, Palo Alto Networks will without undue delay:
i. inform End User of the Security Incident pursuant to section 13.j below; ii. investigate and provide End User with detailed information about the Security Incident; and iii. take reasonable steps to mitigate the effects and minimize any damage resulting from the Security Incident as required by applicable law.
f. Assistance to Data Subjects
Palo Alto Networks shall provide reasonable assistance to End User to comply with its obligations with regard to data subject rights under applicable data protection law and any other legal requirements, as appropriate, taking into account the nature of the data processing and the information available to Palo Alto Networks. g. Data Retention
Palo Alto Networks shall process and retain personal data no longer than necessary for the purposes which it is processed.

Upon termination of this EULA, Palo Alto Networks shall, upon End User’s request, delete End User Data that is no longer necessary to carry out any of the purposes under section 11.b. h. International Transfer of Data
End User personal data may be sent to facilities hosted outside of the country where End User purchased or utilizes the Products. Palo Alto Networks will comply with the European Economic Area and Swiss data protection law regarding the collection, use, transfer, retention, and other processing of personal data from the European Economic Area and Switzerland, including the execution of EU Standard Contractual Clauses for data transfer, where applicable.

13. GENERAL
a. Assignment
Neither party may assign or transfer this EULA or any obligation hereunder without the prior written consent of the other party, except that, upon written notice, Palo Alto Networks may assign or transfer this EULA or any obligation hereunder to its subsidiary or Affiliate, or an entity acquiring all or substantially all of the assets of Palo Alto Networks, whether by acquisition of assets or shares, or by merger or consolidation without your consent. Any attempt to assign or transfer this EULA shall be null and of no effect. For purposes of this EULA, a change of control will be deemed to be an assignment. Subject to the foregoing, this EULA shall be binding upon and inure to the benefit of the successors and assigns of the parties. b. Auditing End User Compliance
You grant to Palo Alto Networks and its independent advisors the right to examine your books, records, and accounts during normal business hours to verify compliance with this EULA. In the event such audit discloses non-compliance with this EULA, you shall promptly pay the appropriate license fees, plus reasonable audit costs. c. Authorization Codes, Grace Periods and Registration
Your Product may require an authorization code to activate or access Subscriptions and support. The authorization codes will be issued at the time of order fulfillment. Where applicable, you will be able to download Software via the server network located closest to you. The subscription or support term will commence in accordance with the grace period policy at https://www.paloaltonetworks.com/support/support-policies/grace-period.html. You are hereby notified that, upon applicable grace period expiration, if any, Palo Alto Networks reserves the right to register and/or activate your Product and support services (if purchased) on your behalf without further notification to you. d. Compliance with Laws; Export Control
You shall comply with all applicable laws in connection with your use of the Product. You further agree that you will not engage in any illegal activity in any relevant jurisdiction, and you acknowledge that Palo Alto Networks reserves the right to notify its customers or appropriate law enforcement in the event of such illegal activity. Both parties shall comply with the U.S. Export Administration Regulations, and any other export laws, restrictions, and regulations to ensure that the Product and any technical data related thereto is not exported or re-exported directly or indirectly in violation of or used for any purposes prohibited by such laws and regulations.
e. Cumulative Remedies
Attachment D - Service Offering EULAs, SLAs
Attachment D
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C End User Agreement - Dec 2018 - 810-000006-00G Page 8 of 9 Except as expressly set forth in this EULA, the exercise by either party of any of its remedies will be without prejudice to any other remedies under this EULA or otherwise.
f. Entire Agreement
This EULA constitutes the entire agreement between the parties with respect to the subject matter hereof, and supersedes all prior written or oral agreements, understandings and communications between them with respect to the subject matter hereof. Any terms or conditions contained in your purchase order or other ordering document that are inconsistent with or in addition to the terms and conditions of this EULA are hereby rejected by Palo Alto Networks and shall be deemed null and of no effect.
g. Force Majeure
Palo Alto Networks shall not be responsible for any cessation, interruption or delay in the performance of its obligations hereunder due to earthquake, flood, fire, storm, natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, boycott or other similar events beyond its reasonable control. h. Governing Law
If you are located in North or Latin America, this EULA shall be governed by and construed in accordance with the laws of the state of California, excluding its conflict of laws principles. Any legal action or proceeding arising under this EULA will be brought exclusively in the state or federal courts located in Santa Clara, California, or the Northern District of California, as applicable. If you are located outside North or Latin America, this EULA shall be governed by and construed in accordance with the laws of the Netherlands, excluding its conflict of laws principles. Any legal action or proceeding arising under this EULA will be brought exclusively before the District Court of Amsterdam, the Netherlands. The United Nations Convention on Contracts for the International Sale of Goods shall not apply. i. Headings
The headings, including section titles, are given solely as a convenience to facilitate reference. Such headings shall not be deemed in any way material or relevant to the construction or interpretation of this document or any of its provisions. j. Notices
All notices shall be in writing and delivered by overnight delivery service or by certified mail sent to the address published on the respective parties’ websites or the address specified on the relevant order document (attention: Legal Department), and in each instance will be deemed given upon receipt.
k. Open Source Software
The Products may contain or be provided with components subject to the terms and conditions of open source software licenses (“Open Source Software”). A list of Open Source Software can be found at https://www.paloaltonetworks.com/documentation/oss-listings/oss-listings.html. These Open Source Software license terms are consistent with the license granted in section 2 (Use and Restrictions) and may contain additional rights benefitting you. Palo Alto Networks represents and warrants that the Product, when used in conformance with this EULA, does not include Open Source Software that restricts your ability to use the Product nor requires you to disclose, license, or make available at no charge any material proprietary source code that embodies any of your intellectual property rights. l. Reciprocal Waiver of Claims Related to United States SAFETY Act Where a Qualified Anti-terrorism Technology (the “QATT”) has been deployed in defense against, response to or recovery from an “act of terrorism” as that term is defined under the SAFETY Act, Palo Alto Networks and End User agree to waive all claims against each other, including their officers, directors, agents or other representatives, arising out of the manufacture, sale, use or operation of the QATT, and further agree that each is responsible for losses, including business interruption losses, that it sustains, or for losses sustained by its own employees resulting from an activity arising out of such act of terrorism. m. Survival
Sections regarding license restrictions, ownership, term and termination, U.S. Government End Users, limitations of liability, governing law, and this General section shall survive termination of this EULA. n. U.S. Government End Users
This section applies to United States Government End Users only and does not apply to any other End Users. The Software and its documentation are “commercial computer software” and “commercial computer software documentation,” respectively; as such terms are used in FAR 12.212 and DFARS 227.7202. If the Software and its documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202- 4, as applicable, the U.S. Government’s rights in the Software and its documentation shall be as specified in this EULA.

If any term or condition set forth in this EULA:
i. allows for the automatic termination of the Government’s license rights or maintenance of services; ii. allows for the automatic renewal of services and/or fees; Attachment D - Service Offering EULAs, SLAs
Attachment D
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C End User Agreement - Dec 2018 - 810-000006-00G Page 9 of 9 iii. allows for the Government to pay audit costs; and/or iv. requires the governing law to be anything other than Federal law, then such term and condition shall not apply to the United States Government, but shall continue to apply to prime contractors and subcontractors of the Government.

Furthermore, nothing contained in this EULA is meant to diminish the rights of the United States Department of Justice as identified in 28 U.S.C. Section 516. Finally, to the extent any term and condition set forth in this EULA is contrary to United States Federal procurement law, then such term and condition shall not apply to the United States Government, but shall continue to apply to prime contractors and subcontractors of the government. o. Waiver and Severability
The failure by either party to enforce any provision of this EULA will not constitute a waiver of future enforcement of that or any other provision. Any waiver or amendment of any provision of this EULA will be effective only if in writing and signed by authorized representatives of both parties. If any provision of this EULA is held to be unenforceable or invalid, that provision will be enforced to the maximum extent possible and the other provisions will remain in full force and effect.

Attachment D - Service Offering EULAs, SLAs
Attachment D
DocuSign Envelope ID: 32C18CEC-3333-4006-9F3B-904249FB577C Certificate Of Completion
Envelope Id: 32C18CEC333340069F3B904249FB577C Status: Completed Subject: Please DocuSign: AR3229 Palo Alto Master Agreement.pdf Source Envelope:

Document Pages: 46 Signatures: 1 Envelope Originator:

Certificate Pages: 1 Initials: 0 Matt Whipkey
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
3000 Tannery Way
Santa Clara, CA 95054
[email protected]
IP Address: 209.133.27.70
Record Tracking
Status: Original
8/12/2019 2:19:22 PM
Holder: Matt Whipkey
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Jeff True
[email protected]
SVP & General Counsel
Palo Alto Networks, Inc.

Security Level: Email, Account Authentication
(None)
Signature Adoption: Drawn on Device
Using IP Address: 199.167.54.229
Sent: 8/12/2019 2:20:31 PM
Viewed: 8/12/2019 2:34:35 PM
Signed: 8/12/2019 2:34:40 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
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Envelope Sent Hashed/Encrypted 8/12/2019 2:20:31 PM
Certified Delivered Security Checked 8/12/2019 2:34:36 PM Signing Complete Security Checked 8/12/2019 2:34:40 PM
Completed Security Checked 8/12/2019 2:34:40 PM
Payment Events Status Timestamps

STATE OF UTAH COOPERATIVE CONTRACT AMENDMENT
AMENDMENT #: 1
CONTRACT #: AR3229
Starting Date: 10/1/2019
Expiration Date: 9/30/2024
TO BE ATTACHED AND MADE PART OF the specified contract by and between the State of Utah Division of Purchasing and Palo Alto Networks (Referred to as CONTRACTOR).

BOTH PARTIES AGREE TO AMEND THE CONTRACT AS FOLLOWS:

The state of Utah is executing both 1 year extensions for this contract as allowed by the master agreement. The new expiration date will be 9/30/2026.

Effective Date of Amendment: 3/1/2024
All other terms and conditions of the contract, including those previously modified, shall remain in full force and effect.

IN WITNESS WHEREOF, the parties sign and cause this contract to be executed.

CONTRACTOR STATE OF UTAH
Contractor’s Signature Date Director, State of Utah Division of Purchasing Date Contractor’s Name (Print)
Title (Print)
For Division of Purchasing Internal Use
Purchasing Agent Phone # E-mail Address Contract #
Grant Herdrich 801 957 7125 [email protected] AR3229
DocuSign Envelope ID: 873E31CA-C52E-45E2-8DB4-E07A42BF569F 2024-02-13
Sr.Director, Associate General Counsel
Jacque Rider
DocuSign Envelope ID: A0518372-9DAC-4BE6-B70E-A6E16030FFC6 3/11/2024
AGENDA ITEM NO. 12

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: August 18, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: CONSIDERATION OF AUDIT SERVICES AGREEMENT
RECOMMENDATION:

It is recommended that the City Council:

Authorize the City Manager to execute an agreement with Van Lant & Fankhanel, LLP with an overall maximum compensation amount of $360,575. The agreement includes auditing services for Fiscal Years 2025-2026 through 2027-2028, with the option to extend the agreement for the Fiscal Year 2028-2029 and Fiscal Year 2029-2030 audits.

1. Authorize the City Manager to negotiate and execute any amendments or extensions to the agreement.

2. BACKGROUND:

The Government Finance Officers Associations (GFOA) has long recommended that state and local governmental entities obtain independent audits of their financial statements performed in accordance with appropriate professional auditing standards. Properly performed audits play a vital role in the public sector by helping preserve the integrity of public finance functions and by maintaining citizens' confidence in their elected leaders.

Pursuant to California Government Code section 12410.6(b), a local agency cannot employ a public accounting firm to provide audit services to a local agency if the lead audit partner or coordinating audit partner having primary responsibility for the audit, or the audit partner responsible for reviewing the audit, has performed audit services for that local agency for six (6) consecutive fiscal years.

DISCUSSION:

On April 19, 2016, the City Council entered into a five-year agreement with the audit firm Rogers, Anderson, Malody & Scott, LLP to provide auditing services for the Fiscal Years 2016 through 2020.

On February 16, 2021, staff issued a request for proposals (RFP) seeking qualified firms to provide auditing services beginning with Fiscal Year 2021.  The RFP was posted on Planet Bids.

A total of seven (7) proposals were received and reviewed by staff. On March 22, 2021, the top three (3) firms were interviewed by the staff and members of the Audit Committee.  On April 20, 2021, the City Council awarded an agreement to Van Lant & Fankhanel, LLP with the term expiring at the conclusion of the Fiscal Year 2025 audit.

Van Lant & Fankhanel, LLP has performed the City’s independent financial audits for the past five (5) fiscal years.  During that period, Greg Fankhanel has served as the engagement (lead) audit partner.

Under the proposed agreement, Brett Van Lant will serve as the engagement (lead) audit partner for the term of the proposed agreement.  This change is consistent with the partner rotation requirements of California Government Code section 12410.6(b), while allowing the City to retain the same independent auditing firm.

The proposed agreement provides for Van Lant & Fankhanel, LLP to perform the City’s annual financial auditing services for Fiscal Years 2025-2026 through 2027-2028, with the option to extend the agreement for the Fiscal Year 2028-2029 and Fiscal Year 2029-2030 audits, for a total amount not to exceed $360,575 (Attachment No. 1).

LEGAL REVIEW:

The City Attorney’s Office has reviewed the attached agreement 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:

Funding for the auditing services is included in Fiscal Year 2026 operating budget.

Attachments
Attachment No. 1 - Professional Services Agreement
CITY COUNCIL GOALS & OBJECTIVES: Achieve Fiscal Sustainability and Financial Stability 1 Van Lant & Fankhanel, LLP
Form Revised July 2026

PROFESSIONAL SERVICES AGREEMENT

BETWEEN

CITY OF WEST COVINA
AND

VAN LANT & FANKHANEL, LLP
FOR

PROFESSIONAL AUDITING SERVICES
THIS PROFESSIONAL SERVICES AGREEMENT is made and entered into as of August 18, 2026 (“Effective Date”), by and between the CITY OF WEST COVINA, a municipal corporation (“City”), and VAN LANT & FANKHANEL, LLP, a California limited liability partnership (“Consultant”).

RECITALS
A. City proposes to utilize the services of Consultant as an independent contractor to City to provide professional auditing services, as more fully described herein; and B. Consultant represents that it has that degree of specialized expertise contemplated within California Government Code Section 37103, and holds all necessary licenses to practice and perform the services herein contemplated; and
C. City and Consultant 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.

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 CONSULTANT

1.1. Scope of Services. Consultant shall provide the professional services described in the Scope of Services, attached hereto as Exhibit “A” and incorporated herein.

1.2. Letters of Engagement. If requested by Consultant, each annual audit may be confirmed in a letter of engagement. Each letter of engagement will detail Consultant’s services, audit objectives, each party’s responsibilities, the timeline, and deliverables in connection with the annual audit. Each letter of engagement shall be in a form approved by the City Attorney. The Finance Director may execute the letters of engagement.

1.3. Professional Practices. All professional services to be provided by Consultant pursuant to this Agreement shall be provided by personnel experienced in their respective fields and in a manner consistent with the standards of care, diligence and skill ordinarily exercised by professional consultants in similar fields and circumstances in accordance with sound professional practices. Consultant also warrants that it is familiar with all laws that may affect its performance of this Agreement and shall advise City of any changes in any laws that may affect Consultant’s performance of this Agreement. Consultant shall keep itself informed of State and ATTACHMENT NO. 1
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Federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. Consultant shall at all times observe and comply with all such laws and regulations. City officers and employees shall not be liable at law or in equity for any claims or damages occurring as a result of failure of Consultant to comply with this section.

1.4. Performance to Satisfaction of City. Consultant agrees to perform all the work to the reasonable 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 Consultant to review the quality of the work and resolve the matters of concern;
(b) Require Consultant to repeat the work at no additional fee until it is satisfactory; and/or
(c) Terminate the Agreement as hereinafter set forth.

1.5. Warranty. Consultant warrants that it 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.

1.6. Non-Discrimination. In performing this Agreement, Consultant 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, 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.

1.7. Non-Exclusive Agreement. Consultant acknowledges that City may enter into agreements with other consultants 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.

1.8. Confidentiality. Employees of Consultant in the course of their duties may have access to financial, accounting, statistical, and personnel data of private individuals and employees of City. Consultant covenants that all data, documents, discussion, or other information developed or received by Consultant or provided for performance of this Agreement are deemed confidential and shall not be disclosed by Consultant without written authorization by City. City shall grant such authorization if disclosure is required by law. All City data shall be returned to City upon the termination of this Agreement. Consultant’s covenant under this Section shall survive the termination of this Agreement.

1.9. Public Records Act Disclosure. Consultant 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 Consultant, 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.). 3 Van Lant & Fankhanel, LLP
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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 Consultant 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. Consultant shall be paid in accordance with the fee schedule set forth in Exhibit A (the “Fee Schedule”). Consultant’s compensation shall be as follows:
(a) For auditing services for Fiscal Year 2025-2026, including the Measure W 3-Year Audit, Consultant’s compensation shall not exceed Eighty-Six Thousand Dollars and Zero Cents ($86,000.00).
(b) For auditing services for Fiscal Year 2026-2027, Consultant’s compensation shall not exceed Fifty-Eight Thousand Seven Hundred Fifty Dollars and Zero Cents ($58,750.00).
(c) For auditing services for Fiscal Year 2027-2028, Consultant’s compensation shall not exceed Sixty Thousand Two Hundred Fifty Dollars and Zero Cents ($60,250.00).
(d) If City exercises the option to extend the Agreement for the Fiscal Year 2028-2029 audit, Consultant’s compensation for auditing services for Fiscal Year 2028-2029, including the Measure W 3-Year Audit, shall not exceed Ninety-Two Thousand Six Hundred Twenty-Five Dollars and Zero Cents ($92,625.00).
(e) If City exercises the option to extend the Agreement for the Fiscal Year 2029-2030 audit, Consultant’s compensation for auditing services for Fiscal Year 2029-2030 shall not exceed Sixty-Two Thousand Nine Hundred Fifty Dollars and Zero Cents ($62,950.00).

2.2. Additional Services. Consultant shall not receive compensation for any services provided outside the scope of services specified in Consultant’s Proposal unless the City, prior to Consultant 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. Should the City request in writing additional services that increase the Scope of Services, an additional fee based upon Consultant’s standard hourly rates shall be paid to Consultant for such additional services.

2.3. Method of Billing. Consultant may submit invoices to the City for approval on a progress basis, but no more often than once a month. Said invoice shall be based on the total of all Consultant’s services which have been completed to City’s sole satisfaction. City shall pay Consultant’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. 4 Van Lant & Fankhanel, LLP
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2.4. Records and Audits. Records of Consultant’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. Unless otherwise agreed to by the parties, the professional services to be performed pursuant to this Agreement shall commence within five (5) days from the Effective Date of this Agreement. Said services shall be performed in strict compliance with a project schedule agreed to by 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 Consultant is encountered, a time extension may be mutually agreed upon in writing by the City and Consultant. Consultant 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 end upon Consultant’s completion of auditing services for the Fiscal Year ending June 30, 2028 to City’s satisfaction, unless previously terminated as provided herein. City may, at its option, extend this Agreement for the Fiscal Year 2028-2029 audit and the Fiscal Year 2029-2030 audit. Such extensions, if any, will be memorialized in a written amendment to this Agreement.

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 Consultant. In the event of such termination, Consultant 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 Consultant 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 Consultant fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this Agreement without further notice and without prejudice to any other remedy to which it may be entitled 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 Consultant, if the latter should:
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(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 Consultant 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 Consultant, 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 Consultant 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. Consultant 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:
(a) 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 ($2,000,000.00) per occurrence, Four Million Dollars ($4,000,000.00) general aggregate, for bodily injury, personal injury, and 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 liability insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage, including coverage for any owned, hired, non-owned or rented vehicles, in an amount not less than One Million Dollars ($1,000,000.00) combined single limit for each accident.
(c) Workers’ compensation insurance as required by the State of California, with statutory limits, and employer’s liability insurance with a limit of no less 6 Van Lant & Fankhanel, LLP
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than One Million Dollars ($1,000,000.00) per accident for bodily injury or disease.

5.2. Additional Requirements.
(a) Proof of insurance. Consultant shall provide certificates of insurance and required endorsements to City as evidence of the insurance coverage required herein. Insurance certificates and endorsements must be approved by City’s Finance Director prior to the date of commencement of services. Current certification of insurance shall be kept on file with City for the term of this Agreement and for three (3) years after the expiration or termination of this Agreement. City reserves the right to require complete, certified copies of all required insurance policies at any time. (b) Duration of coverage. Consultant shall procure and maintain for the term of the Agreement, and for three (3) years after the termination or expiration of this Agreement, insurance against claims to persons or damages to property, or financial loss which may arise from or in connection with this Agreement.
(c) Additional insured status. Consultant’s general liability, automobile liability, and umbrella/excess liability insurance policies shall provide or be endorsed to provide that the City of West Covina and its elected and appointed boards, officers, officials, agents, employees, representatives, and volunteers shall be additional insureds under such policies. The endorsement shall be at least as broad as ISO Form CG 20 10 (ongoing operations) and ISO Form CG 20 37 (completed operations). (d) Primary/non-contributing. Coverage provided by Consultant shall be primary, and any insurance or self-insurance procured or maintained by City shall not be required to contribute with it. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance policies shall include or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before City’s own insurance or self-insurance shall be called upon to protect it as a named insured.
(e) Waiver of subrogation. All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its elected and appointed officers, agents, officials, employees, representatives, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City and shall require similar written express waivers and insurance clauses from each of its vendors.
(f) Notice of cancellation. Consultant shall oblige its insurance agent or broker and insurers to provide the City with a thirty (30) day notice of cancellation (except for nonpayment for which a ten (10) day notice is required) or 7 Van Lant & Fankhanel, LLP
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nonrenewal of coverage for each required coverage. If any of Consultant’s insurers are unwilling to provide such notice, then Consultant shall notify the City immediately in the event of Consultant’s failure to renew any of the required insurance coverages or insurer’s cancellation or non-renewal. (g) Acceptable insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance or is on the List of Approved Surplus Line Insurers in the State of California, with an assigned policyholders’ Rating of A- (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best’s Key Rating Guide, unless otherwise approved by City.
(h) Enforcement of agreement provisions (non-estoppel). Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. (i) Requirements not limiting. Requirements of specific coverage features, or limits contained in this section, are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all-inclusive, or to the exclusion of other coverage, or a waiver of any type. If Consultant maintains higher limits than the minimums shown above, City requires and shall be entitled to coverage for the higher limits maintained by Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City.
(j) Prohibition of undisclosed coverage limitations. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing.
(k) Timely notice of claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from this Agreement, and that involve, or may involve, coverage under any of the required liability policies.

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 Consultant 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. Non-limiting. Nothing in this Section shall be construed as limiting in any way the indemnification provision contained in this Agreement.
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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.

Consultant shall designate a representative for purposes of this Agreement who shall be authorized to issue all consents, approvals, directives and agreements on behalf of Consultant called for by this Agreement, except as otherwise expressly provided in this Agreement.

6.3. Key Personnel. It is the intent of both parties to this Agreement that Consultant shall make available the professional services of Brett Van Lant, who shall coordinate directly with City. Any substitution of key personnel must be approved in advance in writing by City’s Representative.

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 CONSULTANT: IF TO CITY:

Van Lant & Fankhanel, LLP
29970 Technology Drive., Suite 105 A
Murrieta, CA 92563
Attn: Brett Van Lant
City of West Covina
1444 West Garvey Ave. South
West Covina, CA 91790
Attn: City Manager

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. Consultant shall not voluntarily or by operation of law assign, transfer, sublet or encumber all or any part of Consultant’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. 9 Van Lant & Fankhanel, LLP
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Regardless of City’s consent, no subletting or assignment shall release Consultant of Consultant’s obligation to perform all other obligations to be performed by Consultant hereunder for the term of this Agreement.

6.8. Indemnification and Hold Harmless. Consultant 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 Consultant’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 Consultant, 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 Consultant, 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 Consultant, 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 Consultant, its employees, and/or authorized subcontractors under this Agreement, whether or not Consultant, its employees, and/or authorized subcontractors are specifically named or otherwise asserted to be liable. Notwithstanding the foregoing, Consultant 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 Consultant’s Proposal, which shall be of no force and effect.

6.9. Independent Contractor. Consultant is and shall be acting at all times as an independent contractor and not as an employee of City. Consultant 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 Consultant or any of Consultant’s employees, except as set forth in this Agreement. Consultant 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. Consultant 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 Consultant and its officers, agents, and employees, and all business licenses, if any are required, in connection with the services to be performed hereunder. Consultant 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. Consultant further agrees to indemnify and hold City harmless from any failure of Consultant to comply with the applicable worker’s compensation laws. City shall have the right to offset against the amount of any fees due to Consultant under this Agreement any amount due to City from Consultant as a result of Consultant’s failure to promptly pay to City any reimbursement or indemnification arising under this paragraph.

6.10. PERS Eligibility Indemnification. In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement claims or is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of the City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.
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Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, Consultant and any of its employees, agents, and subcontractors providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by City, including but not limited to eligibility to enroll in PERS as an employee of City and entitlement to any contribution to be paid by City for employer contribution and/or employee contributions for PERS benefits.

6.11. Cooperation. In the event any claim or action is brought against City relating to Consultant’s performance or services rendered under this Agreement, Consultant shall render any reasonable assistance and cooperation which City might require.

6.12. Ownership of Documents. All findings, reports, documents, information and data including, but not limited to, computer tapes or discs, files and tapes furnished or prepared by Consultant or any of its subcontractors in the course of performance of this Agreement, shall be and remain the sole property of City. Consultant agrees that any such documents or information shall not be made available to any individual or organization without the prior consent of City. Any use of such documents for other projects not contemplated by this Agreement, and any use of incomplete documents, shall be at the sole risk of City and without liability or legal exposure to Consultant. City shall indemnify and hold harmless Consultant from all claims, damages, losses, and expenses, including attorneys’ fees, arising out of or resulting from City’s use of such documents for other projects not contemplated by this Agreement or use of incomplete documents furnished by Consultant. Consultant shall deliver to City any findings, 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 City. Consultant or Consultant’s agents shall execute such documents as may be necessary from time to time to confirm City’s ownership of the copyright in such documents.

6.13. Electronic Safeguards. Consultant shall identify reasonably foreseeable internal and external risks to the privacy and security of personal information that could result in the unauthorized disclosure, misuse, alteration, destruction or other compromise of the information.

Consultant shall regularly assess the sufficiency of any safeguards and information security awareness training in place to control reasonably foreseeable internal and external risks, and evaluate and adjust those safeguards in light of the assessment.

6.14. Economic Interest Statement. Consultant hereby acknowledges that pursuant to California Government Code Section 87300 and the Conflict of Interest Code adopted by City, Consultant is designated in said Conflict of Interest Code and is therefore required to file an Economic Interest Statement (Form 700) with the City Clerk, for each employee providing advice under this Agreement, prior to the commencement of work, unless waived by the City Manager.

6.15. Conflict of Interest. Consultant and its officers, employees, associates and subconsultants, if any, will comply with all conflict of interest statutes of the State of California applicable to Consultant’s services under this Agreement, including, but not limited to, the Political Reform Act of 1974 (California Government Code Section 81000, et seq.) and California Government Code Sections 1090-1092. Consultant covenants that none of Consultant’s officers or principals have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of the services hereunder, including in any manner in violation of the Political Reform Act. Consultant further covenants that in the performance of this Agreement, no person having such interest shall be used by Consultant as an officer, employee, agent, or subconsultant. Consultant further covenants that Consultant has 11 Van Lant & Fankhanel, LLP
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not contracted with nor is performing any services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City and further covenants and agrees that Consultant and/or its subconsultants shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City prior to the completion of the work under this Agreement.

6.16. Prohibited Employment. Consultant will not employ any regular employee of City while this Agreement is in effect.

6.17. 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.

6.18. 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.

6.19. No Third Party Beneficiary Rights. This Agreement is entered into for the sole benefit of City and Consultant 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.

6.20. 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.

6.21. 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.

6.22. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

6.23. 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.

6.24. Severability. If any provision of this Agreement is determined by a court of 12 Van Lant & Fankhanel, LLP
Form Revised July 2026
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.

6.25. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and may be executed by electronic signatures. All counterparts shall be construed together and shall constitute one agreement. Delivery of an executed counterpart of this Agreement by a .pdf data file or other scanned executed counterpart by email shall be equally as effective as delivery of a manually executed counterpart of this Agreement. Each duplicate and counterpart shall be equally admissible in evidence, and each shall fully bind each party who has executed it. The parties waive all right to challenge the admissibility or authenticity of this Agreement in a court of law based solely on the absence of an original signature.

6.26. 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.

6.27. Taxpayer Identification Number. Consultant 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.]
13 Van Lant & Fankhanel, LLP
Form Revised July 2026
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

CITY OF WEST COVINA,
A municipal corporation
__________________________________ Date: __________________________ Milan Mrakich
City Manager

CONSULTANT
__________________________________ Date: __________________________ Brett Van Lant
Partner
ATTEST:
__________________________________
Lisa Sherrick, CMC
Assistant City Clerk
APPROVED AS TO FORM:
__________________________________
Thomas P. Duarte
City Attorney
APPROVED AS TO INSURANCE:
__________________________________
Karen Ogawa
Finance Director

EXHIBIT A
CONSULTANT’S PROPOSAL
July 14, 2026
To: Management, City Council and
Board of Directors
City of West Covina and West Covina Housing Authority
1444 West Garvey Avenue South
West Covina, CA 91790
We are pleased to confirm our understanding of the services we are to provide the City of West Covina, the West Covina Housing Authority, and the Air Quality Improvement Special Revenue Fund, for the year ending June 30, 2026.

Audit Scope and Objectives
We will audit the financial statements of the governmental activities, the business-type activities, each major fund and the aggregate remaining fund information, including the related notes to the financial statements, which collectively comprise the basic financial statements, of the City as of and for the year ending June 30, 2026.

Accounting standards generally accepted in the United States of America provide for certain required supplementary information (RSI), such as management’s discussion and analysis (MD&A), to supplement the City’s basic financial statements. Such information, although not a part of the basic financial statements, is required by the Governmental Accounting Standards Board who considers it to be an essential part of financial reporting for placing the basic financial statements in an appropriate operational, economic, or historical context. As part of our engagement, we will apply certain limited procedures to the City’s RSI in accordance with auditing standards generally accepted in the United States of America. These limited procedures will consist of inquiries of management regarding the methods of preparing the information and comparing the information for consistency with management’s responses to our inquiries, the basic financial statements, and other knowledge we obtained during our audit of the basic financial statements. We will not express an opinion or provide any assurance on the information because the limited procedures do not provide us with sufficient evidence to express an opinion or provide any assurance. The following RSI is required by generally accepted accounting principles and will be subjected to certain limited procedures, but will not be audited:
1) Management’s Discussion and Analysis
2) Budgetary comparison schedules.
3) OPEB and Pension RSI.

We have also been engaged to report on supplementary information other than RSI that accompanies the City’s financial statements. We will subject the following supplementary information to the auditing procedures applied in our audit of the financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the financial statements or to the financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America, and we will provide an opinion on it in relation to the financial statements as a whole, in a report combined with our auditor’s report on the financial statements:
1) Schedule of expenditures of federal awards.
2) Combining schedules.

In connection with our audit of the basic financial statements, we will read the following other information and consider whether a material inconsistency exists between the other information and the basic financial statements, or the other information otherwise appears to be materially misstated. If, based on the work performed, we conclude that an uncorrected material misstatement of the other information exists, we are required to describe it in our report. 1 1) Introductory Section
2) Statistical Section
The objectives of our audit are to obtain reasonable assurance about whether the financial statements as a whole are free from material misstatement, whether due to fraud or error, and issue an auditor’s report that includes our opinions about whether your financial statements are fairly presented, in all material respects, in conformity with GAAP, and report on the fairness of the supplementary information referred to in the second paragraph when considered in relation to the financial statements as a whole. Reasonable assurance is a high level of assurance but is not absolute assurance and therefore is not a guarantee that an audit conducted in accordance with GAAS and Government Auditing Standards will always detect a material misstatement when it exists. Misstatements, including omissions, can arise from fraud or error and are considered material if there is a substantial likelihood that, individually or in the aggregate, they would influence the judgment of a reasonable user made based on the financial statements. The objectives also include reporting on:
 Internal control over financial reporting and compliance with provisions of laws, regulations, contracts, and award agreements, noncompliance with which could have a material effect on the financial statements in accordance with Government Auditing Standards.
 Internal control over compliance related to major programs and an opinion (or disclaimer of opinion) on compliance with federal statutes, regulations, and the terms and conditions of federal awards that could have a direct and material effect on each major program in accordance with the Single Audit Act Amendments of 1996 and Title 2 U.S. Code of Federal Regulations (CFR) Part 200, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards (Uniform Guidance).

Auditor’s Responsibilities for the Audit of the Financial Statements and Single Audit We will conduct our audit in accordance with GAAS; the standards for financial audits contained in Government Auditing Standards, issued by the Comptroller General of the United States; the Single Audit Act Amendments of 1996; and the provisions of the Uniform Guidance, and will include tests of accounting records, a determination of major program(s) in accordance with Uniform Guidance, and other procedures we consider necessary to enable us to express such opinions. As part of an audit in accordance with GAAS and Government Auditing Standards, we exercise professional judgment and maintain professional skepticism throughout the audit.

We will evaluate the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management. We will also evaluate the overall presentation of the financial statements, including the disclosures, and determine whether the financial statements represent the underlying transactions and events in a manner that achieves fair presentation. We will plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether from (1) errors, (2) fraudulent financial reporting, (3) misappropriation of assets, or (4) violations of laws or governmental regulations that are attributable to the government or to acts by management or employees acting on behalf of the government.

Because the determination of waste and abuse is subjective, Government Auditing Standards do not expect auditors to perform specific procedures to detect waste or abuse in financial audits nor do they expect auditors to provide reasonable assurance of detecting waste or abuse.

Because of the inherent limitations of an audit, combined with the inherent limitations of internal control, and because we will not perform a detailed examination of all transactions, there is an unavoidable risk that some material misstatements or noncompliance may not be detected by us, even though the audit is properly planned and performed in accordance with GAAS and Government Auditing Standards. In addition, an audit is not designed to detect immaterial misstatements or violations of laws or governmental regulations that do not have a direct and material effect on the financial statements or on major programs. However, we will inform the appropriate level of management of any material errors, any fraudulent financial reporting, or misappropriation of assets that come to our attention. We will also inform the appropriate level of management of any violations of laws or governmental regulations that come to our attention, unless clearly inconsequential. We will include such matters in the reports required for a Single Audit. Our responsibility as auditors is limited to the period covered by our audit and does not extend to any later periods for which we are not engaged as auditors.

We will also conclude, based on the audit evidence obtained, whether there are conditions or events, considered in the aggregate, that raise substantial doubt about the government’s ability to continue as a going concern for a reasonable period of time.

Our procedures will include tests of documentary evidence supporting the transactions recorded in the accounts, tests of the physical existence of inventories, and direct confirmation of receivables and certain assets and liabilities by correspondence with selected individuals, funding sources, creditors, and financial institutions. We will also request written representations from your attorneys as part of the engagement. 2 We have identified the following significant risk of material misstatement as part or our audit planning. According to GAAS, significant risks include management override of controls. Accordingly, we have considered management override of controls as a significant risk.

We may, from time to time and depending on the circumstances, use third-party service providers in serving your account. We may share confidential information about you with these service providers but remain committed to maintaining the confidentiality and security of your information. Accordingly, we maintain internal policies, procedures, and safeguards to protect the confidentiality of your personal information. In addition, we will secure confidentiality agreements with all service providers to maintain the confidentiality of your information and we will take reasonable precautions to determine that they have appropriate procedures in place to prevent the unauthorized release of your confidential information to others. In the event that we are unable to secure an appropriate confidentiality agreement, you will be asked to provide your consent prior to the sharing of your confidential information with the third-party service provider. Furthermore, we will remain responsible for the work provided by any such third-party service providers.

Our audit of financial statements does not relieve you of your responsibilities.

We will also provide a report on agreed upon procedures performed on the City’s calculation of its annual appropriations limit as required by Article XIII B of the California State Constitution. We will perform the procedures in the Article XIII B Appropriations Limit Uniform Guidelines as published by the League of California Cities. This report will include a statement that the report is intended solely for the information and use of management, City Council and specific legislative or regulatory bodies and is not intended to be and should not be used by anyone other than these specified parties.

Audit Procedures—Internal Control
We will obtain an understanding of the government and its environment, including internal control relevant to the audit, sufficient to identify and assess the risks of material misstatement of the financial statements, whether due to error or fraud, and to design and perform audit procedures responsive to those risks and obtain evidence that is sufficient and appropriate to provide a basis for our opinions. The risk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresentation, or the override of internal control. Tests of controls may be performed to test the effectiveness of certain controls that we consider relevant to preventing and detecting errors and fraud that are material to the financial statements and to preventing and detecting misstatements resulting from illegal acts and other noncompliance matters that have a direct and material effect on the financial statements. Our tests, if performed, will be less in scope than would be necessary to render an opinion on internal control and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to Government Auditing Standards.

As required by the Uniform Guidance, we will perform tests of controls over compliance to evaluate the effectiveness of the design and operation of controls that we consider relevant to preventing or detecting material noncompliance with compliance requirements applicable to each major federal award program. However, our tests will be less in scope than would be necessary to render an opinion on those controls and, accordingly, no opinion will be expressed in our report on internal control issued pursuant to the Uniform Guidance.

An audit is not designed to provide assurance on internal control or to identify significant deficiencies or material weaknesses. Accordingly, we will express no such opinion. However, during the audit, we will communicate to management and those charged with governance internal control related matters that are required to be communicated under AICPA professional standards, Government Auditing Standards, and the Uniform Guidance.

Audit Procedures—Compliance
As part of obtaining reasonable assurance about whether the financial statements are free of material misstatement, we will perform tests of the City’s compliance with provisions of applicable laws, regulations, contracts, and agreements, including grant agreements. However, the objective of those procedures will not be to provide an opinion on overall compliance and we will not express such an opinion in our report on compliance issued pursuant to Government Auditing Standards.

The Uniform Guidance requires that we also plan and perform the audit to obtain reasonable assurance about whether the auditee has complied with federal statutes, regulations, and the terms and conditions of federal awards applicable to major programs. Our procedures will consist of tests of transactions and other applicable procedures described in the OMB Compliance Supplement for the types of compliance requirements that could have a direct and material effect on each of the City’s major programs. The purpose of these procedures will be to express an opinion on the City’s compliance with requirements applicable to each of its major programs in our report on compliance issued pursuant to the Uniform Guidance.
3 Other Services
We will also assist in preparing the financial statements, schedule of expenditures of federal awards, and related notes of the City in conformity with U.S. generally accepted accounting principles and the Uniform Guidance based on information provided by you. These nonaudit services do not constitute an audit under Government Auditing Standards and such services will not be conducted in accordance with Government Auditing Standards. We will perform the services in accordance with applicable professional standards. The other services are limited to the financial statements, schedule of expenditures of federal awards, and related notes services previously defined.

We, in our sole professional judgment, reserve the right to refuse to perform any procedure or take any action that could be construed as assuming management responsibilities.

You agree to assume all management responsibilities for the financial statements, schedule of expenditures of federal awards, and related notes, and any other nonaudit services we provide. You will be required to acknowledge in the management representation letter our assistance with preparation of the financial statements, the schedule of expenditures of federal awards, and related notes and that you have reviewed and approved the financial statements, the schedule of expenditures of federal awards, and related notes prior to their issuance and have accepted responsibility for them. Further, you agree to oversee the nonaudit services by designating an individual, preferably from senior management, with suitable skill, knowledge, or experience; evaluate the adequacy and results of those services; and accept responsibility for them.

Responsibilities of Management for the Financial Statements and Single Audit Our audit will be conducted on the basis that you acknowledge and understand your responsibility for (1) designing, implementing, establishing, and maintaining effective internal controls relevant to the preparation and fair presentation of financial statements that are free from material misstatement, whether due to fraud or error, including internal controls over federal awards, and for evaluating and monitoring ongoing activities to help ensure that appropriate goals and objectives are met; (2) following laws and regulations; (3) ensuring that there is reasonable assurance that government programs are administered in compliance with compliance requirements; and (4) ensuring that management and financial information is reliable and properly reported. Management is also responsible for implementing systems designed to achieve compliance with applicable laws, regulations, contracts, and grant agreements. You are also responsible for the selection and application of accounting principles; for the preparation and fair presentation of the financial statements, schedule of expenditures of federal awards, and all accompanying information in conformity with accounting principles generally accepted in the United States of America, and for compliance with applicable laws and regulations (including federal statutes), rules, and the provisions of contracts and grant agreements (including award agreements). Your responsibilities also include identifying significant contractor relationships in which the contractor has responsibility for program compliance and for the accuracy and completeness of that information.

You are also responsible for making drafts of financial statements, schedule of expenditures of federal awards, all financial records, and related information available to us and for the accuracy and completeness of that information (including information from outside of the general and subsidiary ledgers). You are also responsible for providing us with (1) access to all information of which you are aware that is relevant to the preparation and fair presentation of the financial statements, such as records, documentation, identification of all related parties and all related-party relationships and transactions, and other matters; (2) access to personnel, accounts, books, records, supporting documentation, and other information as needed to perform an audit under the Uniform Guidance; (3) additional information that we may request for the purpose of the audit; and (4) unrestricted access to persons within the government from whom we determine it necessary to obtain audit evidence. At the conclusion of our audit, we will require certain written representations from you about the financial statements; schedule of expenditures of federal awards; federal award programs; compliance with laws, regulations, contracts, and grant agreements; and related matters.

Your responsibilities include adjusting the financial statements to correct material misstatements and confirming to us in the management representation letter that the effects of any uncorrected misstatements aggregated by us during the current engagement and pertaining to the latest period presented are immaterial, both individually and in the aggregate, to the financial statements of each opinion unit taken as a whole.

You are responsible for the design and implementation of programs and controls to prevent and detect fraud, and for informing us about all known or suspected fraud affecting the government involving (1) management, (2) employees who have significant roles in internal control, and (3) others where the fraud could have a material effect on the financial statements. Your responsibilities include informing us of your knowledge of any allegations of fraud or suspected fraud affecting the government received in communications from employees, former employees, grantors, regulators, or others. In addition, you are responsible for identifying and ensuring that the government complies with applicable laws, regulations, contracts, agreements, and grants. You are also responsible for taking timely and appropriate steps to remedy fraud and noncompliance with provisions of laws, regulations, contracts, 4 and grant agreements that we report. Additionally, as required by the Uniform Guidance, it is management’s responsibility to evaluate and monitor noncompliance with federal statutes, regulations, and the terms and conditions of federal awards; take prompt action when instances of noncompliance are identified including noncompliance identified in audit findings; promptly follow up and take corrective action on reported audit findings; and prepare a summary schedule of prior audit findings and a separate corrective action plan.

You are responsible for identifying all federal awards received and understanding and complying with the compliance requirements and for the preparation of the schedule of expenditures of federal awards (including notes and noncash assistance received, and COVID-19-related concepts, such as lost revenues, if applicable) in conformity with the Uniform Guidance. You agree to include our report on the schedule of expenditures of federal awards in any document that contains, and indicates that we have reported on, the schedule of expenditures of federal awards. You also agree to [include the audited financial statements with any presentation of the schedule of expenditures of federal awards that includes our report thereon OR make the audited financial statements readily available to intended users of the schedule of expenditures of federal awards no later than the date the schedule of expenditures of federal awards is issued with our report thereon]. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the schedule of expenditures of federal awards in accordance with the Uniform Guidance; (2) you believe the schedule of expenditures of federal awards, including its form and content, is stated fairly in accordance with the Uniform Guidance; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the schedule of expenditures of federal awards.

You are also responsible for the preparation of the other supplementary information, which we have been engaged to report on, in conformity with U.S. generally accepted accounting principles (GAAP). You agree to include our report on the supplementary information in any document that contains, and indicates that we have reported on, the supplementary information. You also agree to [include the audited financial statements with any presentation of the supplementary information that includes our report thereon OR make the audited financial statements readily available to users of the supplementary information no later than the date the supplementary information is issued with our report thereon]. Your responsibilities include acknowledging to us in the written representation letter that (1) you are responsible for presentation of the supplementary information in accordance with GAAP; (2) you believe the supplementary information, including its form and content, is fairly presented in accordance with GAAP; (3) the methods of measurement or presentation have not changed from those used in the prior period (or, if they have changed, the reasons for such changes); and (4) you have disclosed to us any significant assumptions or interpretations underlying the measurement or presentation of the supplementary information.

Management is responsible for establishing and maintaining a process for tracking the status of audit findings and recommendations. Management is also responsible for identifying and providing report copies of previous financial audits, attestation engagements, performance audits, or other studies related to the objectives discussed in the Audit Scope and Objectives section of this letter. This responsibility includes relaying to us corrective actions taken to address significant findings and recommendations resulting from those audits, attestation engagements, performance audits, or studies. You are also responsible for providing management’s views on our current findings, conclusions, and recommendations, as well as your planned corrective actions for the report, and for the timing and format for providing that information.

Engagement Administration, Fees, and Other
We understand that your employees will prepare all cash, accounts receivable, or other confirmations and schedules we request and will locate any documents selected by us for testing.

At the conclusion of the engagement, we will complete the appropriate sections of the Data Collection Form that summarizes our audit findings. It is management’s responsibility to electronically submit the reporting package (including financial statements, schedule of expenditures of federal awards, summary schedule of prior audit findings, auditors’ reports, and corrective action plan) along with the Data Collection Form to the federal audit clearinghouse. We will coordinate with you the electronic submission and certification. The Data Collection Form and the reporting package must be submitted within the earlier of 30 calendar days after receipt of the auditors’ reports or nine months after the end of the audit period.

We will provide copies of our reports to the City; however, management is responsible for distribution of the reports and the financial statements. Unless restricted by law or regulation, or containing privileged and confidential information, copies of our reports are to be made available for public inspection.

The audit documentation for this engagement is the property of VLF, LLP and constitutes confidential information.

However, subject to applicable laws and regulations, audit documentation and appropriate individuals will be made 5 available upon request and in a timely manner to the Oversight Agency or its designee, a federal agency providing direct or indirect funding, or the U.S. Government Accountability Office for purposes of a quality review of the audit, to resolve audit findings, or to carry out oversight responsibilities. We will notify you of any such request. If requested, access to such audit documentation will be provided under the supervision of VLF, LLP personnel. Furthermore, upon request, we may provide copies of selected audit documentation to the aforementioned parties. These parties may intend, or decide, to distribute the copies or information contained therein to others, including other governmental agencies.

The audit documentation for this engagement will be retained for a minimum of seven years after the report release date or for any additional period requested by the Oversight Agency for Audit, or Pass-through Entity. If we are aware that a federal awarding agency, pass-through entity, or auditee is contesting an audit finding, we will contact the party(ies) contesting the audit finding for guidance prior to destroying the audit documentation.

We will begin our audit in August 2026 and plan to issue our reports in December of 2026. Brett Van Lant, CPA is the engagement partner and is responsible for supervising the engagement and signing the reports or authorizing another individual to sign them.

Our proposed fees for the 2025-2026 fiscal year and future years are as follows:

Our invoices for these fees will be rendered each month as work progresses and are payable on presentation. In accordance with our firm policies, work may be suspended if your account becomes 60 days or more overdue and may not be resumed until your account is paid in full. If we elect to terminate our services for nonpayment, our engagement will be deemed to have been completed upon written notification of termination, even if we have not completed our report(s). You will be obligated to compensate us for all time expended and to reimburse us for all out-of-pocket costs through the date of termination. The above fee is based on anticipated cooperation from your personnel and the assumption that unexpected circumstances will not be encountered during the audit. If significant additional time is necessary, we will discuss it with you and arrive at a new fee estimate before we incur the additional costs. In addition, the above fees are based on the assumption that the Single Audit will include no more than two major programs, in accordance with the Uniform Guidance.

Reporting
We will issue written reports upon completion of our Single Audit. Our reports will be addressed to the City Council of the City of West Covina and the Board of Directors for the West Covina Housing Authority. Circumstances may arise in which our report may differ from its expected form and content based on the results of our audit. Depending on the nature of these circumstances, it may be necessary for us to modify our opinions, add a separate section, or add an emphasis-of-matter or other-matter paragraph to our auditor’s report, or if necessary, withdraw from this engagement. If our opinions are other than unmodified, we will discuss the reasons with you in advance. If, for any reason, we are unable to complete the audit or are unable to form or have not formed opinions, we may decline to express opinions or issue reports, or we may withdraw from this engagement.

Service 2026 2027 2028 2029 2030
City Audit and Related Reports 45,250$ 46,750$ 48,000$ 49,150$ 50,250$ GANN Limit Review Report 550 550 550 575 575
Single Audit and Related Reports 3,300 3,400 3,500 3,600 3,675 Housing Authority Audit 3,000 3,050 3,100 3,150 3,200
Air Quality Improvement Fund Report 1,300 1,350 1,400 1,450 1,500 State Controller's Report Preparation 3,600 3,650 3,700 3,700 3,750 Total (not-to-exceed) 57,000$ 58,750$ 60,250$ 61,625$ 62,950$ Additional Services FY 2026 FY 2029
Measure W 3-year Audit 29,000 31,000
Fiscal Year Ending June 30,
3-year Period Optional Period
6 The Government Auditing Standards report on internal control over financial reporting and on compliance and other matters will state that (1) the purpose of the report is solely to describe the scope of testing of internal control and compliance and the results of that testing, and not to provide an opinion on the effectiveness of the entity’s internal control or on compliance, and (2) the report is an integral part of an audit performed in accordance with Government Auditing Standards in considering the entity’s internal control and compliance. The Uniform Guidance report on internal control over compliance will state that the purpose of the report on internal control over compliance is solely to describe the scope of testing of internal control over compliance and the results of that testing based on the requirements of the Uniform Guidance. Both reports will state that the report is not suitable for any other purpose.

We appreciate the opportunity to be of service to the City of West Covina and believe this letter accurately summarizes the significant terms of our engagement. If you have any questions, please let us know. If you agree with the terms of our engagement as described in this letter, please sign the attached copy and return it to us.

Very truly yours,

VAN LANT & FANKHANEL, LLP
Brett Van Lant
Certified Public Accountant
7 AGENDA ITEM NO. 13

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: August 18, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: CONSIDERATION OF ADOPTING BUDGET AMENDMENTS FOR FISCAL YEAR 2025-26 AND FISCAL YEAR 2026-27
RECOMMENDATION:

It is recommended that the City Council adopt the following resolutions:

RESOLUTION NO. 2026-92 – 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 (FISCAL YEAR 2025-26 AMENDMENTS).

1. RESOLUTION NO. 2026-93 – A RESOLUTION OF THE CITY COUINCIL OF THE CITY OF

WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2026 AND ENDING JUNE 30, 2027 (FISCAL YEAR 2026-27 AMENDMENTS).

2. BACKGROUND:

On June 17, 2025, City Council adopted the Fiscal Year (FY) 2025-26 budget.  Since the adoption of the budget, staff has recognized several Special Revenue Funds that require additional appropriations for FY 2025-26 and FY 2026-27.

DISCUSSION:

As the City approaches the end of the FY 2025-26, staff has identified budget overages in several Special Revenue Funds that require additional appropriations to ensure sufficient budget authority for expenditures.  Table 1 outlines the requested additional appropriations for FY 2025-26, while Table 2 identifies the requested additional appropriations for FY 2026-27.

Fund Amount Additional Appropriation
Air Quality Improvement (Fund 119) $42,000 Vehicles and mobile equipment Transportation Development Act
(Fund 128) $60,000 Sidewalk & concrete repairs project
Table 1 - FY 2025-26
AB 939 (Fund 129) $50,000
Solid waste reduction and recycling
projects; household hazardous waste
disposal; solid waste management
activities
Senior Meals Program (Fund 146) $83,000 Senior meals program Beverage Container Recycling
Grant (Fund 158) $5,200
Community engagement on beverage
container recycling and liter cleanup
activities
Park District "B" - Palm View Park
(Fund 171) $209,300 Palm View Park Roof Replacement project Citywide Maintenance District
(Fund 188) $3,000 Electricity
Sewer Maintenance (Fund 189) $95,000 Azusa Sewer Lift Upgrades project State Homeland Security (Fund
218)
$75,000
(revenues) Additional funding awarded
State Homeland Security (Fund
218) $74,000 State Homeland Security grant
West Covina Chamber of
Commerce (Fund 222)
$820
(revenues) Membership dues collected
West Covina Chamber of
Commerce (Fund 222) $1,000 Supplies, application and workplace fees Total FY 2025-26 Budget
Amendment $698,320

Fund Amount Additional Appropriation
AB 939 (Fund 129) $69,500
Solid waste reduction and recycling
projects; household hazardous waste
disposal; solid waste management
activities
Beverage Container Recycling
Grant (Fund 158)
$27,267
(revenues)
Beverage Container and Recycling
Program grant
Beverage Container Recycling
Grant (Fund 158) $27,267
Community engagement on beverage
container recycling and liter cleanup
activities
Park Acquisition (Fund 169) $30,000 Cameron Park Improvements project Maintenance District #1 (Fund 181) $225,000 Gingrich Park Improvements project General Plan Update (Fund 191) $16,200 Parks Master Plan Art In Public Places (Fund 212) $300,000 Restoration of Civic Center fountain Measure R (Fund 224) $85,000 Street sweeping program
Measure M (Fund 235) $88,427 Go West Covina program
Measure M (Fund 235) $422,500 Landscape median maintenance services Total FY 2026-27 Budget
Amendment $1,291,161
Table 2 - FY 2026-27
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: Karen Ogawa, Finance Director
Additional Approval: Roxanne E. Lerma, Assistant City Manager Fiscal Impact
FISCAL IMPACT:

Approval of the proposed budget amendments for FY 2025-26 is $698,320 and FY 2026-27 is $1,291,161.  The proposed budget amendments will require the following funding:

Fund Amount
Air Quality Improvement (Fund 119) $42,000
Transporation Development Act (Fund 128) $60,000
AB 939 (Fund 129) $50,000
Senior Meals (Fund 146) $83,000
Beverage Container Recycling Grant
(Fund 158)
$5,200
Park District "B" - Palm View Park $209,300
Citywide Maintenance District  (Fund 188) $3,000
Sewer Maintenance (Fund 189) $95,000
State Homeland Security (Fund 218) -
Revenues
$75,000
State Homeland Security (Fund 218) $74,000
West Covina Chamber of Commerce -
Revenues
$820
West Covina Chamber of Commerce $1,000
Total - FY 2025-26 $698,320
FY 2025-26

Fund Amount
AB 939 (Fund 129) $69,500
Beverage Container Recycling Grant
(Fund 158) - Revenues
$27,267
Beverage Container Recycling Grant
(Fund 158)
$27,267
FY 2026-27
Park Acquisition (Fund 169) $30,000
Maintenance District #1 (Fund 181) $225,000
General Plan Update (Fund 191) $16,200
Art in Public Places (Fund 212) $300,000
Measure R (Fund 224) $85,000
Measure M (Fund 235) $510,927
Total - FY 2026-27 $1,291,161
Attachments
Attachment No. 1 - Resolution No. 2026-92
Attachment No. 2 – Resolution No. 2026-93
CITY COUNCIL GOALS & OBJECTIVES: Achieve Fiscal Sustainability and Financial Stability ATTACHMENT NO. 1
RESOLUTION NO. 2026-92

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 (FISCAL YEAR
2025-26 AMENDMENTS)
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. 2026-29, 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 18th day of August, 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. 2026-92 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 18th day of August, 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. 2026-29
Fund No. - Name
Current
Budget
Proposed
Amendment
Amended
Budget
Fund 119 –Air Quality Improvement
Revenue 152,300 0 152,300
Expenditures 191,400 42,000 233,400
Net Change in Fund Balance (39,100) 42,000 (81,100)
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 42,000
Fund 128 –Transportation Development Act
Revenue 471,400 0 471,400
Expenditures 470,000 60,000 530,000
Net Change in Fund Balance 1,400 60,000 (58,600)
Fund 129 –AB 939
Revenue 332,100 0 332,100
Expenditures 59,839 50,000 109,839
Net Change in Fund Balance 272,261 50,000 222,261
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 50,000
Fund 146 –Senior Meals
Revenue 325,100 0 325,100
Expenditures 328,270 83,000 411,270
Net Change in Fund Balance (3,170) 83,000 (86,170)
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 83,000
Fund 158 –Beverage Container Recycling Grant
Revenue 0 0 0
Expenditures 0 5,200 5,200
Net Change in Fund Balance 0 5,200 (5,200)
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 5,200

Exhibit A (Continued)
City of West Covina
Fiscal Year 2025-26
Budget Amendment No. 2026-29
Fund No. - Name
Current
Budget
Proposed
Amendment
Amended
Budget
Fund 171 –Park District “B” Palm View Park
Revenue 20,700 0 20,700
Expenditures 0 209,300 209,300
Net Change in Fund Balance 20,700 (209,300) (188,600)
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 209,300
Fund 188–Citywide Maintenance District
Revenue 1,976,303 0 1,976,303
Expenditures 2,416,615 3,000 2,419,615
Net Change in Fund Balance (440,312) (3,000) (443,312)
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 3,000
Fund 189 –Sewer Maintenance
Revenue 4,689,600 0 4,689,600
Expenditures 3,919,232 95,000 4,014,232
Net Change in Fund Balance 770,368 (95,000) 675,368
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 95,000
Fund 218 –State Homeland Security
Revenue 90,860 75,000 165,860
Expenditures 125,140 74,000 199,140
Net Change in Fund Balance (34,280) 1,000 (33,280)
REVENUE TOTAL INCREASE 75,000
EXPENDITURE TOTAL INCREASE 74,000
Fund 222 –Chamber of Commerce
Revenue 0 820 820
Expenditures 0 1,000 1,000
Net Change in Fund Balance 0 (180) (180)
REVENUE TOTAL INCREASE 820
EXPENDITURE TOTAL INCREASE 1,000
ATTACHMENT NO. 2
RESOLUTION NO. 2026-93

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WEST COVINA, CALIFORNIA, ADOPTING A BUDGET

AMENDMENT FOR THE FISCAL YEAR COMMENCING
JULY 1, 2026 AND ENDING JUNE 30, 2027 (FISCAL YEAR
2026-27 AMENDMENTS)
The City Council of the City of West Covina hereby finds and declares as follows:

WHEREAS, on May 5, 2026, the City Manager presented to the City Council a proposed budget for Fiscal Year 2026-27 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 16, 2026, the City Council adopted a budget for Fiscal Year 2026-27; 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. 2027-06, attached hereto as Exhibit A, for Fiscal Year 2026-27.

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 18th day of August, 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. 2026-93 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 18th day of August, 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 2026-27
Budget Amendment No. 2027-06
Fund No. - Name
Current
Budget
Proposed
Amendment
Amended
Budget
Fund 129 –AB 939
Revenue 375,700 0 375,700
Expenditures 29,510 69,500 99,010
Net Change in Fund Balance 346,190 (69,500) 276,690
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 69,500
Fund 158– Beverage Container Recycling Grant
Revenue 0 27,267 27,267
Expenditures 0 27,267 27,267
Net Change in Fund Balance 0 0 0
REVENUE TOTAL INCREASE 27,267
EXPENDITURE TOTAL INCREASE 27,267
Fund 169 –Park Acquisition
Revenue 47,900 0 47,900
Expenditures 0 30,000 30,000
Net Change in Fund Balance 47,900 (30,000) 17,900
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 30,000
Fund 181 -Maintenance District #1
Revenue 836,900 0 836,900
Expenditures 566,861 225,000 791,861
Net Change in Fund Balance 270,039 (225,000) 45,039
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 225,000

Exhibit A (Continued)
City of West Covina
Fiscal Year 2026-27
Budget Amendment No. 2027-06
Fund No. - Name
Current
Budget
Proposed
Amendment
Amended
Budget
Fund 191 –General Plan Update
Revenue 140,000 0 140,000
Expenditures 0 16,200 16,200
Net Change in Fund Balance 140,000 (16,200) 123,800
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 16,200
Fund 212 –Art in Public Places
Revenue 15,530 0 15,530
Expenditures 0 300,000 300,000
Net Change in Fund Balance 15,530 (300,000) (284,470)
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 300,000
Fund 224 –Measure R
Revenue 1,913,574 0 1,913,574
Expenditures 1,539,090 85,000 1,624,090
Net Change in Fund Balance 374,484 (85,000) 289,484
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 85,000
Fund 235 –Measure M
Revenue 2,611,640 0 2,611,640
Expenditures 1,369,540 510,927 1,880,467
Net Change in Fund Balance 1,242,100 (510,927) 731,173
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 510,927
AGENDA ITEM NO. 14

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: August 18, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: CONSIDERATION OF THE UPDATES TO THE CORRECTIVE ACTION PLAN FOR STATE AUDITOR REPORT 2024-801
RECOMMENDATION:

Staff recommends that the City Council approve the corrective actions to update the Corrective Action Plan in response to the Local High Risk Program Report 2024-801 issued by the State Auditor.

BACKGROUND:

In December 2019, the State Auditor's Office informed the City of West Covina that it had been selected for review under the high-risk local Government Agency Audit Program. The State Auditor completed its audit and published its report on December 1, 2020. To view the report, please visit:
http://www.auditor.ca.gov/reports/2020-806/index.html.

In July 2024, the State Auditor initiated a follow-up review of the City and included its findings in Local High Risk Program Report No. 2024-801 issued on December 19, 2024. An excerpt of this report has been included as Attachment No. 1. To view the full report, please visit https://www.auditor.ca.gov/reports/2024-801/.

The City Council approved the Corrective Action Plan, which was submitted to the State Auditor in February 2025.

As part of the State Auditor’s High-Risk Local Government Agency Audit Program, the City is required to provide the State Auditor with updates every six (6) months regarding its progress in addressing the identified high-risk areas. These periodic updates allow the State Auditor to monitor the City’s implementation of corrective actions and assess the City’s continued progress toward fully addressing the remaining high-risk areas.

DISCUSSION:

On December 3, 2024, the City adopted Ordinance No. 2524, which amended the Purchasing Ordinance to strengthen contracting policies and to address High-Rish Area #6, lack of oversight to ensure that contracts provide best value. Among other changes, Ordinance No. 2524 established a maximum agreement term of not to exceed five (5) years. For agreements exceeding the five (5) year duration, the City is required to document the rationale and why such agreement is in the best interest of the City.

The City’s adoption of Ordinance No. 2524 directly addressed the State Auditor’s concerns regarding oversight of contract duration and the need to ensure that contractual arrangements continue to provide the best value to the City.  As a result of the City’s adoption of the revised contracting requirements, the State Auditor modified its assessment of the High-Risk Area #6 from “Partially Addressed” to “Fully Addressed.” This modification reflects the City’s implementation of a formal policy establishing a maximum contract duration, while also providing a documented exception process for agreements that extend beyond the five (5) years.

The State Auditor’s follow-up review demonstrates the City’s continued progress in implementing corrective actions identified through the High-Risk Local Government Agency Audit Program.  As of the date of this report, the City has fully addressed four (4) out of the six (6) identified high-risk areas as outlined in the table below.

No. High Risk Area Current
Assessment
1 Continual Diminishing of Reserves Partially
Addressed
2 Questionable Use of City Resources Partially
Addressed
3 Financial Decisions Based on Insufficient
Analyses Fully Addressed
4 Lack of Formal Financial Recovery Plan Fully Addressed 5 Inadequate Management of Purchase Cards Fully Addressed 6 Lack of Oversight to Ensure That Contracts
Provide Best Value Fully Addressed
The City will continue to monitor and implement the remaining corrective actions identified by the State Auditor.  The following summarize the remaining areas of concern and corrective actions being undertaken by the City.

High Risk Area #1 – Continual Diminishing Of Reserves
State Auditor Conclusion: Although the City’s general fund revenue is higher than its operational expenditures, the City has chosen to maintain the minimum recommended reserve level, which introduces higher risk in that it will not be able to address future financial needs.

State Auditor Recommendation to Address This Risk Area: West Covina should establish a general fund reserve level higher than its current 17 percent goal that is sufficient to mitigate current and future risks, including its pension related debt.

Proposed Corrective Action: On February 18, 2025, the City Council adopted Resolution No. 2025-14 which amended the Fund Balance Policy to require the City to maintain a minimum unassigned fund balance of at 18% (previously 17%).

Staff will continue to review its Fund Balance policy annually and recommend revisions as necessary.

High Risk Area #2 – Questionable Use Of City Resources
State Auditor Conclusion: The City has not renegotiated its labor agreements with its employee unions as we recommended, but it has updated its fee schedule.

State Auditor Recommendation to Address This Risk Area: To limit its costs related to employee health care benefits, West Covina should renegotiate employee union agreements once the effects of the pandemic subside so that its employees contribute a reasonable percentage of their premiums. To determine that percentage, West Covina should consider options such as using survey data from comparably sized cities in its region.

Proposed Corrective Action: At the time the City was evaluated for the 2024 Audit Report, the City was under negotiations with six (6) of the employee unions, under contract with two (2), and pending initiation of negotiations with one (1) union. As of November 2025, all nine (9) employee unions have an agreement with no changes to the medical level benefits.

The City’s ability to lower its costs related to employee health care benefits is limited by the bargaining groups willingness to negotiate. Thus, the City will continue to show good faith efforts to lower its costs related to employee health care benefits during future renegotiations of its labor agreements.

Additionally, the City does not necessarily need to wait until the next full audit to have its designation removed. The State Auditor has the authority to determine the City is no longer high risk at any point in time. Keeping the State up to date on these risk areas and the steps the City is taking to address them is key. Staff will be submitting an update on the City’s actions to eliminate the remaining two (2) areas of concern.  As more information about the risk areas is available, the State will continue to assess the city’s progress and make determinations about the overall high-risk status of the City.

LEGAL REVIEW:

The City Attorney’s Office reviewed this staff report.

Prepared by: Karen Ogawa, Finance Director
Additional Approval: Roxanne E. Lerma, Assistant City Manager Fiscal Impact
FISCAL IMPACT:

There are no direct fiscal impact though the adoption of the Corrective Action Plan.

Attachments
Attachment No. 1 – Exert from State Report 2024-801
Attachment No. 2 – Corrective Action Plan Draft
CITY COUNCIL GOALS & OBJECTIVES: Achieve Fiscal Sustainability and Financial Stability ATTACHMENT NO. 1

DRAFT
August 2026 1
City of West Covina
The City of West Covina’s proposed corrective action plan addresses the conditions identified in the Local High Risk Program Report No. 2024-801. The 2024 report was a follow up to the initial audit conducted in 2020. The 2020 Audit Report identified six (6) risk areas for the City of West Covina. The audit report issued in December 2024 indicates that the City has fully addressed three (3) of the six (6) risk areas as noted in the table below.

High-Risk Area Current Assessment
1 Continual Diminishing of Reserves Partially Addressed 2 Questionable Use of City Resources Partially Addressed 3 Financial Decisions Based on Insufficient Analyses Fully Addressed 4 Lack of Formal Financial Recovery Plan Fully Addressed 5 Inadequate Management of Purchase Cards Fully Addressed 6 Lack of Oversight to Ensure That Contracts Provide Best Value Fully Addressed This proposed corrective action plan seeks to address the two (2) remaining risk areas:

High‑Risk Area #1 – Continual Diminishing Of Reserves
High‑Risk Area #2 – Questionable Use Of City Resources

Corrective Action Plan

Local High Risk Program Report 2024-801
ATTACHMENT NO. 2
City of West Covina
Corrective Action Plan
Local High Risk Program Report 2024-801
August 2026 2
High‑Risk Area #1 – Continual Diminishing Of Reserves
 State Auditor Conclusion: Although the City’s general fund revenue is higher than its operational expenditures, the City has chosen to maintain the minimum recommended reserve level, which introduces higher risk it will not be able to address future financial needs.  State Auditor Recommendation to Address This Risk Area: West Covina should establish a general fund reserve level higher than its current 17 percent goal that is sufficient to mitigate current and future risks, including its pension‑related debt.  Proposed Corrective Action: On February 18, 2025 the City Council adopted Resolution No. 2025-14 which amended the Fund Balance Policy to require the City to maintain a minimum unassigned fund balance of at 18% (previously 17%).

High‑Risk Area #2 – Questionable Use Of City Resources
 State Auditor Conclusion: The City has not renegotiated its labor agreements with its employee unions as we recommended, but it has updated its fee schedule.  State Auditor Recommendation to Address This Risk Area: To limit its costs related to employee health care benefits, West Covina should renegotiate employee union agreements once the effects of the pandemic subside so that its employees contribute a reasonable percentage of their premiums. To determine that percentage, West Covina should consider options such as using survey data from comparably sized cities in its region.  Proposed Corrective Action: The City’s ability to lower its costs related to employee health care benefits is limited by the bargaining groups willingness to negotiate. Thus, the City will continue to show good faith efforts to lower its costs related to employee health care benefits during renegotiations of its labor agreements.

At the time the City was evaluated for the 2024 Audit Report, the City was under negotiations with six (6) of the employee unions, under contract with two (2), and pending initiation of negotiations with one (1) union. As of November 2025, all nine (9) employee unions have an agreement with no changes to the medical level benefits.

AGENDA ITEM NO. 15

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: August 18, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: CONSIDERATION OF PURCHASING REPORT
RECOMMENDATION:

It is recommended that the City Council receive and file the listing of all contracts and purchase orders that have been awarded by the City Manager and Purchasing Officer from January 1, 2026 to June 30, 2026.

BACKGROUND:

Sections 2-337 and 2-356 of the West Covina Municipal Code require that a report be presented to the City Council on a semi-annual basis listing all contracts and purchase orders that have been awarded by the City Manager pursuant to the City Manager’s authority during the preceding six months.  The report must include a description of the materials or services or public project performed, the vendor/contractor name and the amount of the expenditure.  The last report was submitted to the City Council at the February 3, 2026 City Council meeting.

DISCUSSION:

Staff is submitting a Purchasing Report (Attachment No. 1) that provides a list of all purchase orders entered into under the Purchasing Officer’s and City Manager’s authority during the period of January 1, 2026 through June 30, 2026.

LEGAL REVIEW:

The City Attorney’s Office reviewed the staff report.

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:

This is strictly an administrative item, therefore, there is no fiscal impact associated with this action.

Attachments
Attachment No. 1 - Purchasing Report
CITY COUNCIL GOALS & OBJECTIVES: Achieve Fiscal Sustainability and Financial Stability ATTACHMENT NO. 1
City of West Covina
Contracts & Purchase Orders Issued under Section 2-337- and 2-356 of the Municipal Code January 1, 2026 to June 30, 2026
Vendor Name Item Description Amount FYE2026
AFFORDABLE GENERATOR Repairs generator 6,032.78
ALACO LADDER COMPANY Ladder refurbishment 15,921.25
ALL SAFE INDUSTRIES Equipment 20,606.31
APPLIED CONCEPTS INC SAM 3 Trailer, vertical with sol 14,448.59 BRISKIE, MATTHEW Matthew Briskie FY 25-26 $1356.0 1,356.00 Matthew Briskie FY 25-26 $1380.0 1,380.00
CDCE INC Lightbars 22,780.59
CDW GOVERNMENT INC Subscription - Adobe Pro 11,017.68
CERVANTES, BRIAN Tuition Reimbursement 2,240.00
CHAVEZ-HUGHES,AMANDA Tuition Reimbursement 2,177.00
CIVICPLUS LLC CivicPlus Docassess 25,000.00
COASTLINE EQUIPMENT Emergency Repairs 9,516.56
CODE 3 TECHNOLOGY LL 14 Getac B360G3 Intel Core Ultra 54,663.21 COLLEEN ISHIBASHI Consultanting services 30,000.00
DANA SAFETY SUPPLY I Equipment with installation 12,758.18 DELL COMPUTERS Microsoft Azure data overages Fe 76,675.95 Palo Alto PA-3220 subscription 41,968.80
Microsoft Azure data overages th 139,050.09
DEROTIC LLC Vehicle mounted equipment 29,963.86
DESTINY SOFTWARE INC Software 7,200.00
DOOLEY ENTERPRISES I 42 cases of 1000 rounds of 5.56m 20,047.97 41 cases of 1000 rounds of 9mm 1 9,873.67
DWWSA INC Used 2024 Honda Accord EX (stock 29,999.75
ENVISION WC TOY AUTO 2026 Toyota Camry LE hybrid, inc 33,798.37 ESGV COALITION FOR H Homeless services 4,900.00
FOSTER & FOSTER CONS Actuarial valuation services 28,750.00 Valuation report FY2025 20,000.00
GOLDEN BELL PRODUCTS Insecticide - sewer manholes 50,600.00 H20 FIRE PROTECTION Emergency repairs 19,230.00
HOISTS DIRECT LLC Equipment 7,548.61
IMPEX TECHNOLOGIES Pure Storage Flash Array hardwar 9,916.67 KEN GRODY FORD 2025 Mustang Mach E 45,128.64
LA COUNTY AUDITOR CO LA County LARIAC 60,567.00
LEADSONLINE PARENT CellHawk Tier 3 subscription & u 9,261.00 LECLERC ENTERPRISE Patio cover installation 51,790.00
LN CURTIS & SONS COR UTV Equipment 6,364.81
Gloves and hoods 5,502.75
Equipment 54,297.53
LOS ANGELES ZOO Senior excursion tickets 1,248.00
MALLORY SAFETY & SUP Equipment 12,001.76
MC CULLOUGH, PHILLIP Phil McCullough FY 25-26 $325.00 325.00 MICHAEL GARCIA Ferris Wheel and Rock Wall renta 11,800.00 MICHAEL PENA JR. Sound/Lighting Electric Boba Fest 15,770.00 MIWALL CORPORATION CCI 9mm 115gr FMJ, 1,000 rounds 6,058.20 Horn 5.56 55GR FMJ TAP Train, 50 23,705.22
ATTACHMENT NO. 1
City of West Covina
Contracts & Purchase Orders Issued under Section 2-337- and 2-356 of the Municipal Code January 1, 2026 to June 30, 2026
Vendor Name Item Description Amount FYE2026
MOBILE WIRELESS LLC Netmotion 9,564.75
MOORE UNITED Demo of existing carpet tiles, b 72,288.00 MOTOROLA SOLUTIONS I Astro DMS Advanced RM On-Prem fo 11,200.00 MULTI W SYSTEMS INC Repairs to Citrus lift station 6,000.00 MUNICIPAL EMERGENCY Turnout set 5,427.88
NATIONAL AUTO FLEET One new 2026 Chevrolet Traverse 51,577.37 NEIGHBORLY SOFTWARE Annual License 7,740.00
PRYME INFIL Pryme Infil service 15,750.00
PUENTE HILLS FORD CO 2025 Ford F-150 61,702.04
Ford E-Transit 350 49,321.35
Ford Ranger 49,297.00
PYRO SPECTACULARS IN 4th of July Fireworks 42,750.00
SEAVCO INC 2026 BMW R1300RT-P motorcycle 41,175.00
SHARP PERFORMANCE IN Sharp Performance wellness Platf 30,000.00 SHEPHERDS PANTRY CDBG public services 4,900.00
SUNSHINE PACIFIC Floor Demolition inside the Firi 15,000.00 THE TECH 10 GROUP 4th of July Sound/Lighting 24,950.00
THORSON MOTOR CENTER Purchase of Vehicle for Street S 50,000.00 TOP NOTCH PLUMBING I Repairs at Shadow Oak 41,235.00
TRAFFIC MANAGEMENT I Traffic Control for 4th of July 53,235.90 ULTIMATE PERFORMANCE Fire UTV 60,894.71
Misc equipment 3,074.11
US FOODS INC Raw Food for Senior Meals Program 50,000.00 WEST COAST ARBORISTS Tree trimming services 47,102.40
WESTERN SAFETY Equipment 6,587.74
Grand Total 1,874,015.05
AGENDA ITEM NO. 16

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: August 18, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: CONSIDERATION OF AGREEMENT FOR LANDSCAPE MAINTENANCE OF CITYWIDE

MEDIANS, RIGHT-OF-WAYS, COMMERCIAL ZONES, PARKWAYS, OTHER AREAS AND CITY

ARTERIALS
RECOMMENDATION:

It is recommended that the City Council:

1. Award a Maintenance Services Agreement for RFP 2026-10 to Parkwood Landscape Maintenance, Inc.

Authorize the City Manager to negotiate and execute the Maintenance Services Agreement for a five-year term with Parkwood Landscape Maintenance, Inc. with a maximum annual compensation amount of $579,318 and an overall maximum compensation of $3,620,738 (which includes 25% for additional services to be approved by the City Manager on an as-needed basis) , in such final form as approved by the City Attorney.

2. 3. Adopt the following resolution:

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA, ADOPTING A BUDGET AMENDMENT FOR THE FISCAL YEAR COMMENCING JULY 1, 2026 AND ENDING JUNE 30, 2027 (AGREEMENT

FOR LANDSCAPE MAINTENANCE OF CITYWIDE MEDIANS, RIGHTS-OF-WAY, COMMERCIAL ZONES,

PARKWAYS, CITY ARTERIALS, AND OTHER AREAS)
BACKGROUND:

At the direction of City Council, the landscape and maintenance agreement for medians was competitively rebid through RFP 2026-10. The solicitation sought comprehensive maintenance of Citywide medians, rights-of-way, commercial zones, sidewalks, tree wells, other landscaped areas, and City arterials. The scope of services was amended to provide a more comprehensive level of landscape and maintenance services for the City's medians and now includes the City's main arterials to ensure more comprehensive coverage and was updated to improve service levels, accountability, reporting, and quality assurance.

The summary scope description/location areas are as follows:

Scope Section Location/Description
A.   Medians / Parkway / Tree Wells / Sidewalks / Right-of-Ways / Walls / Fences / Other Areas
B.   Tree Wells Only
C.   Commercial Zones
D.   Freeway Offramps, Right-of-Ways, Overpass and Underpass Areas E.   City Property at Wash Areas
F.    Arterials in West Covina
Because the original bid validity period would expire before the scheduled Council award date, tonight's meeting, proposers agreed to extend their pricing through August 31, 2026.

DISCUSSION:

The Request for Proposal (RFP 2026-10) was publicly advertised, sent out to subscribers through the City's RFP e-notification The Request for Proposal (RFP 2026-10) was publicly advertised, sent out to subscribers through the City's RFP e-notification system, and made available for download from the City's third-party website, Planet Bids, on February 10, 2026. The mandatory pre-proposal meeting was conducted on February 18, 2026, with fifteen (15) landscape maintenance firms in attendance.

On March 19, 2026, at 1:30 pm, the eleven (11) proposals submitted were opened via public opening link on Teams.

Proposals were evaluated by staff using the criteria established in the RFP, including qualifications, municipal experience, staffing, and capacity to perform.  Proposal evaluation scores were combined with the proposal cost score provided by the Finance Department to determine the ranking for interviews.

Interviews were conducted with the top five (5) firms on June 25, 2026.   The purpose of the interviews was to provide the panel with a better understanding of each firm’s experience, operational capabilities, staffing resources, safety practices, quality control procedures, and overall approach to performing the services required under the contract.  To ensure that all firms were evaluated fairly and consistently, the panel followed the same format and asked each firm the same questions.

The results of the proposal review scoring and interviews are as follows:

Proposal Review Interview
Average Score Ranking Final Ranking
Parkwood Landscape Maintenance Inc. 66.0 5 1
Merchants Landscape Services, Inc. 72.0 3 2
Mariposa Landscapes, Inc. 74.5 1 3
BrightView Landscape Services, Inc. 74.5 1 4
J. Orozco Enterprises 67.0 4 5
Maximum Points             100.0
Parkwood Landscape Maintenance Inc. received the highest overall ranking based on their technology-based quality assurance process, including internal audits, photo documentation, GPS tracking, and other tools used to verify work performance and is staff's recommendation for the contract award. The agreement for the five-year term would not exceed $3,620,775 ($579,324 per year plus 25% for additional services to be approved by the City Manager on an as-needed basis.)
LEGAL REVIEW:

The City Attorney's Office will review and approve the final form of the agreement prior to execution.

OPTIONS:

The City Council has the following options:

1. Adopt staff’s recommendation.

2. Provide alternative direction.

Prepared by: Renee M. G. Chavez, Management Analyst I
Fiscal Impact
FISCAL IMPACT:

The estimated budget impact for Fiscal Year 2026-2027 will be for nine (9) months totaling $41,018 for the contract.

Sufficient funds ($2,051) are available in the Citywide Maintenance District (Account No. 188.503.61.52.62.00.61.61300).  A budget amendment in the amount of $38,967 is required for Measure M (Account No. 235.503.61.52.62.00.61.61300).

Citywide Maintenance District 188.503.61.52.62.00.61.61300 $2,051  sufficient funds available
Measure M 235.503.61.52.62.00.61.61300 $38,967 requires budget amendment
Attachments
Attachment No. 1 - Resolution No. 2026-91
Attachment No. 2 - Draft Maintenance Services Agreement CITY COUNCIL GOALS & OBJECTIVES: Achieve Fiscal Sustainability and Financial Stability A Well-Planned Community
Enhance City Image and Effectiveness
ATTACHMENT NO. 1
RESOLUTION NO. 2026-91

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WEST COVINA, CALIFORNIA, ADOPTING A BUDGET

AMENDMENT FOR THE FISCAL YEAR COMMENCING
JULY 1, 2026 AND ENDING JUNE 30, 2027 (AGREEMENT

FOR LANDSCAPE MAINTENANCE OF CITYWIDE

MEDIANS, RIGHTS-OF-WAY, COMMERCIAL ZONES,

PARKWAYS, CITY ARTERIALS, AND OTHER AREAS)
The City Council of the City of West Covina hereby finds and declares as follows:

WHEREAS, on May 5, 2026, the City Manager presented to the City Council a proposed budget for Fiscal Year 2026-27 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 16, 2026, the City Council adopted a budget for Fiscal Year 2026-27; 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. 2027-03, attached hereto as Exhibit A, for Fiscal Year 2026-27.

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 18th day of August, 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. 2026-91 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 18th day of August, 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 2026-27
Budget Amendment No. 2027-03
Fund No. - Name
Current
Budget
Proposed
Amendment
Amended
Budget
Fund 235 – Measure M
Revenue 2,611,640 0 2,611,640
Expenditures 1,369,540 38,967 1,408,507
Net Change in Fund Balance 1,242,100 38,967 1,203,133
REVENUE TOTAL INCREASE 0
EXPENDITURE TOTAL INCREASE 38,967
DRAFT
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Landscape Maintenance Services

MAINTENANCE SERVICES AGREEMENT

BETWEEN

CITY OF WEST COVINA
AND
PARKWOOD LANDSCAPE MAINTENANCE, INC.

FOR

LANDSCAPE MAINTENANCE OF CITYWIDE MEDIANS, RIGHTS-OF-WAY, COMMERCIAL

ZONES, SIDEWALKS, TREE WELLS, CITY ARTERIALS, AND OTHER AREAS THIS MAINTENANCE SERVICES AGREEMENT is made and entered into as of October 1, 2026 (“Effective Date”), by and between the CITY OF WEST COVINA, a municipal corporation (“City”), and PARKWOOD LANDSCAPE MAINTENANCE, INC., a California corporation (“Contractor”).

RECITALS
A. City proposes to utilize the services of Contractor as an independent contractor to City to provide landscape maintenance of Citywide medians, rights-of-way, commercial zones, sidewalks, tree wells, City arterials, and other areas, 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. 2026-10 dated February 20, 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
F. City’s City Council authorized the City Manager to execute this Agreement at its August 18, 2026 meeting.

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 professional services described in the Scope of Services, attached hereto as Exhibit “A,” and Contractor’s Proposal, attached hereto as Exhibit “B,” both incorporated herein.

ATTACHMENT NO. 2
DRAFT
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Landscape Maintenance Services

1.2. Prevailing Wage Requirements.
(a) Prevailing Wage Laws. Contractor is aware of the requirements of Chapter 1 (beginning at Section 1720 et seq.) of Part 7 of Division 2 of the California Labor Code, as well as Title 8, Section 16000 et seq. of the California Code of Regulations (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. This project is a “public works” project and requires compliance with the Prevailing Wage Laws. Contractor shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.
(b) Payment of Prevailing Wages. Contractor shall pay the prevailing wage rates for all work performed under this Agreement. When any craft or classification is omitted from the general prevailing wage determinations, Contractor shall pay the wage rate of the craft or classification most closely related to the omitted classification. A copy of the general prevailing wage rate determination is on file in the Office of the City Clerk and is incorporated into this Agreement as if fully set forth herein. Contractor shall post a copy of such wage rates at all times at the project site(s). (c) Legal Working Day. In accordance with the provisions of California Labor Code Section 1810 et seq., eight (8) hours is the legal working day.

Contractor and any subcontractor(s) of Contractor shall comply with the provisions of the California Labor Code regarding eight (8)-hour workday and 40-hour work week requirements, and overtime, Saturday, Sunday, and holiday work. Work performed by Contractor’s or any subcontractor’s employees in excess of eight (8) hours per day, and 40 hours during any one week, must include compensation for all hours worked in excess of eight (8) hours per day, or 40 hours during any one week, at not less than one and one-half times the basic rate of pay. Contractor shall forfeit as a penalty to City Twenty-Five Dollars ($25.00), or any greater penalty set forth in the California Labor Code, for each worker employed in the execution of the work by Contractor or by any subcontractor(s) of Contractor, for each calendar day during which such worker is required or permitted to the work more than eight (8) hours in one calendar day or more than 40 hours in any one calendar week in violation of the California Labor Code.
(d) Apprentices. Contractor shall comply with the provisions of California Labor Code Section 1777.5 concerning the employment of apprentices on public works projects. Contractor shall be responsible for ensuring compliance by its subcontractors with California Labor Code Section 1777.5. (e) Payroll Records. Pursuant to California Labor Code Section 1776, Contractor and any subcontractor(s) shall keep accurate payroll records, showing the name, address, social security number, work classification, straight time and overtime hours worked each day and week, and the actual per diem wages paid to each journeyman, apprentice, worker, or other DRAFT
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employee employed by Contractor or any subcontractor in connection with this Agreement. Each payroll record shall contain or be verified by a written declaration that it is made under penalty of perjury, stating both of the following: (1) The information contained in the payroll record is true and correct; and (2) The employer has complied with the requirements of Sections 1771, 1881, and 1815 of the California Labor Code for any work performed by his or her employees on this project. The payroll records shall be certified and shall be available for inspection at all reasonable hours in accordance with the requirements of California Labor Code Section 1776. (f) Registration with DIR. Contractor and any subcontractor(s) of Contractor shall comply with the provisions of California Labor Code Sections 1771 and 1725.5 requiring registration with the DIR.

1.3. Performance Standards; Liquidated Damages.
(a) Performance Standards. Contractor’s performance of the work to be performed pursuant to this Agreement will be continuously evaluated by the Public Works Department. The methods and standards by which Contractor’s performance will be evaluated include, but are not limited to, reviewing, sampling, conducting inspections, surveying, and assessing complaints.

Failure to perform work in accordance with the specifications of this Agreement is considered unacceptable. The Public Works Director, or his/her designee, may provide notice to Contractor of any deficiency, any incident of failure to comply with the specifications set forth in this Agreement or any other unsatisfactory performance.

Contractor shall immediately correct any deficiency, incident of failure to comply with the specifications, or unsatisfactory performance and shall explain to the Public Works Director, or his/her designee, in writing within seven (7) working days from the date of receipt of the notice of the deficiency, incident, or other unsatisfactory performance, how and when the performance will be returned to acceptable levels and Contractor’s plans to ensure the unsatisfactory performance will be prevented in the future. After considering the deficiency, incident, or unsatisfactory performance, the Public Works Director, or his/her designee, may excuse the deficiency, incident, or unsatisfactory performance or elect any remedy provided by this Agreement.
(b) Liquidated Damages.
(i) If Contractor fails to meet specified performance requirements, the City may, in lieu of other remedies provided by law or this Agreement, assess liquidated damages in the amounts set forth herein and deduct them from the next monthly payment to Contractor. However, neither the provision of a sum of liquidated damages for nonperformance or inadequate performance nor the City’s acceptance of liquidated damages shall be construed to waive the City’s right to reimbursement for damage to its property or indemnity DRAFT
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against third party claims.
(ii) The amounts of liquidated damages set forth herein have been set in recognition of the following circumstances existing at the time of formation of this Agreement:
(1) All the time limits and acts required to be performed by Contractor are of the essence of this Agreement;
(2) Contractor is experienced in the performance of the work required by this Agreement;
(3) The Agreement contains a reasonable statement of the work to be performed in order that the expectations of the parties are realized. The expectation of City is that the work will be performed with due care in a workmanlike, competent, timely, and cost-efficient manner while the expectation of Contractor is a realization of a profit through the ability to perform the work in accordance with the terms and conditions of this Agreement at the prices set forth in the fee schedule;
(4) The parties are not under any compulsion to contract; (5) Contractor’s acceptance of the assessment of liquidated damages against it for unsatisfactory and late performance is by agreement and willingness to be bound as part of the consideration being offered in connection with award of this Agreement to Contractor; and
(6) The liquidated damages specified herein represent a fair approximation of the damages the City would incur as a result of Contractor’s failure to meet the performance standard as to each item for which an amount of liquidated damages is
specified.
(iii) Liquidated damages will be assessed as follows:
(1) Contractor shall pay City or City may withhold and deduct from monies due Contractor liquidated damages in the amount of Two Hundred Fifty Dollars ($250.00) for each calendar day that Contractor fails to complete work in accordance with the agreed upon work schedule. City will notify Contractor in writing of a failure to provide services in accordance with the work schedule.
(2) If Contractor fails to meet any specification identified in Exhibit A, City will notify Contractor in writing of such failure. Contractor shall cure the failure within seventy-two (72) hours of receipt of such notice. If such failure is not corrected within such seventytwo (72) hour period, Contractor shall pay City or City may withhold and deduct from monies due Contractor liquidated DRAFT
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damages in the amount of Two Hundred Fifty Dollars ($250.00) per failure identified by City, per occurrence. City will assess liquidated damages in the amount of Two Hundred Fifty Dollars ($250.00) per failure identified for each calendar day the failure continues until the performance failure is corrected to the City’s satisfaction.
(3) In addition to the amounts set forth above, the City may impose remedies in accordance with the Performance Requirements Summary, attached hereto as Exhibit “D” and incorporated herein, if the performance criteria detailed therein is not met to acceptable standards as determined by the Public Works
Director or his/her designee.

1.4. 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 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.

1.5. 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.

1.6. 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, 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.

1.7. 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.

1.8. Public Records Act Disclosure. Contractor has been advised and is aware that this DRAFT
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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. City agrees to pay Contractor in accordance with the fee schedule set forth in Exhibit “C,” attached hereto and incorporated herein (“Fee Schedule”). Contractor’s annual compensation shall not exceed Five Hundred Seventy-Nine Thousand Three Hundred Eighteen Dollars and Zero Cents ($579,318.00)

2.2. Amendments to the Scope of Services. The City reserves the right to increase or decrease the quantity of any item(s) or portion(s) of the work described in the Scope of Services or to omit portions of the work so described as may be deemed necessary or expedient by the City. Contractor may also request alterations, modifications or deviations from the work described in the Scope of Services by submitting a written request to the City detailing the requested alteration, modification, or deviation and the basis therefor and the proposed increase or decrease to Contractor’s compensation that would result from such alteration, modification or deviation. City will pay Contractor for approved additional services in accordance with the Fee Schedule.

Contractor acknowledges and agrees that additional services must be approved in writing by the City Manager. Any requested alteration, modification, or deviation requires prior written approval of the City. Any changes to the Scope of Services will be memorialized in an amendment to this Agreement executed by the City Manager and Contractor. It is specifically understood that oral requests and/or approvals of such changes to the Scope of Services shall be barred and are unenforceable.

2.3. Method of Billing. Contractor may submit invoices to the City for approval on a progress basis, but no more often than once a month. 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 and the date of performance. 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. Contractor shall commence work on October 1, 2026. Contractor shall perform all services in strict compliance with the maintenance DRAFT
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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 be effective retroactive to the Effective Date and continue through September 30, 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 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
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(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 Five Million Dollars ($5,000,000.00) per occurrence, Ten Million Dollars ($10,000,000.00) general aggregate, for bodily injury, personal injury, and 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 ($2,000,000.00) combined single limit for each accident. (c) 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 ($1,000,000.00) 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. (d) If required to meet the limits specified herein, umbrella or excess liability insurance with limits that will provide bodily injury, personal injury, and DRAFT
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property damage liability coverage, including commercial general liability, automobile liability, and employer’s liability. Such policy or policies shall include the following terms and conditions:
(i) A drop-down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason, other than bankruptcy or insolvency of said primary insurer;
(ii) “Pay on behalf of” wording as opposed to “reimbursement”; (iii) Concurrency of effective dates with primary policies.

If Contractor obtains and maintains an excess liability policy, such policy shall be excess over commercial general liability, automobile liability, and employer’s liability policies. Such policy or policies shall include wording that the excess liability policy follows the terms and conditions of the underlying 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.

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.

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(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 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 DRAFT
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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:

Parkwood Landscape Maintenance, Inc.
16443 Hart Street
Van Nuys, CA 91406
City of West Covina
1444 West Garvey Ave. South
West Covina, CA 91790
Attn: President Attn: Mike Cresap

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 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.

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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 City. Contractor or Contractor’s agents shall execute such documents as may be necessary from time to time to confirm City’s ownership of the copyright in such documents.

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.

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6.13. Conflict of Interest. Contractor and its officers, employees, associates and subcontractors, if any, will comply with all conflict of interest statutes of the State of California applicable to Contractor’s services under this Agreement, including, but not limited to, the Political Reform Act of 1974 (California Government Code Section 81000 et seq.) and California Government Code Sections 1090-1092. Contractor covenants that none of Contractor’s officers or principals have any interest in, or shall acquire any interest, directly or indirectly, which will conflict in any manner or degree with the performance of the services hereunder, including in any manner in violation of the Political Reform Act. Contractor further covenants that in the performance of this Agreement, no person having such interest shall be used by Contractor as an officer, employee, agent, or subcontractor. Contractor further covenants that Contractor has not contracted with nor is performing any services, directly or indirectly, with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City and further covenants and agrees that Contractor and/or its subcontractors shall provide no service or enter into any agreement or agreements with a/any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) owning property in the City prior to the completion of the work under this Agreement.

6.14. Prohibited Employment. Contractor will not employ any regular employee of City while this Agreement is in effect.

6.15. 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.

6.16. 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.

6.17. 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.

6.18. 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.

6.19. 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.

6.20. Amendments. Only a writing executed by the parties hereto or their respective successors and assigns may amend this Agreement.

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6.21. 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.

6.22. 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.

6.23. Counterparts and Electronic Signatures. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, and may be executed by electronic signatures. All counterparts shall be construed together and shall constitute one agreement. Delivery of an executed counterpart of this Agreement by a .pdf data file or other scanned executed counterpart by email shall be equally as effective as delivery of a manually executed counterpart of this Agreement. Each duplicate and counterpart shall be equally admissible in evidence, and each shall fully bind each party who has executed it. The parties waive all right to challenge the admissibility or authenticity of this Agreement in a court of law based solely on the absence of an original signature.

6.24. 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.

6.25. 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.]
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by and through their respective authorized officers, as of the date first above written.

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 TO BE INSERTED FOLLOWING CITY COUNCIL APPROVAL

AGENDA ITEM NO. 17

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: August 18, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: CONSIDERATION OF TERMINATION OF EMERGENCY ACTION FOR EMERGENCY REPAIRS AT FIRE STATION 3 AND ACCEPTANCE OF WORK AND

AUTHORIZATION TO FILE THE NOTICE OF COMPLETION
RECOMMENDATION:

It is recommended that the City Council:

1. Terminate the emergency action at Fire Station 3 by adopting the following resolution:

RESOLUTION NO. 2026-82 – A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF WEST

COVINA, CALIFORNIA, TERMINATING THE EMERGENCY ACTION FOR THE REMEDIATION OF THE RODENT AND RAT INFESTATION AT FIRE STATION 3

2. Accept the work performed by Sunshine Pacific Group America Inc. with a final compensation amount of $130,720.85.

3. Authorize the City Manager and Assistant City Clerk to execute the Notice of Completion and file the Notice of Completion with the County of Los Angeles Registrar-Recorder.

BACKGROUND:

On April 7, 2026, the City Council adopted Resolution No. 2026-32 determining, by a unanimous vote, that an emergency existed at Fire Station 3 due to a rodent infestation. The Council found that the emergency would not permit the competitive solicitation for bids, and authorized the City Manager to cause emergency repairs to be performed and to take immediate related actions.

Pursuant to Public Contract Code Section 22050(c), the City Council has reviewed and determined there was a need to continue this emergency action at every regularly scheduled meeting following adoption of Resolution No. 2026-32 by adopting Resolutions Nos. 2026-34, 2026-35, 2026-38, 2026-50, 2026-55, 2026-76, and 2026-81. Public Contract Code Section 22050(c) requires the City Council to terminate the emergency action at the earliest possible date that conditions warrant.

DISCUSSION:

The City executed a Construction Services Agreement with Sunshine Pacific Group America, Inc. to The City executed a Construction Services Agreement with Sunshine Pacific Group America, Inc. to remediate the serious health and sanitation hazards presented by the rodent infestation, safeguarding the immediate health and safety of personnel at Fire Station 3.

Staff is pleased to report that Sunshine Pacific Group America, Inc. has successfully completed all work required under the emergency action. Public Works and Fire Department Management have conducted a final inspection and confirmed that:

The rodent infestation has been thoroughly eradicated and exclusion measures are in place.

All building infrastructure repairs and sanitation cleanups are complete.

Fire Station 3 is safe, fully operational, and fit for long-term habitation.

Personnel have moved back into the facility from their temporary accommodations.

Because the emergency conditions no longer exist and the repair work is complete, staff recommends that the City Council formally terminate the emergency action in compliance with Public Contract Code requirements. Staff also recommends that the City Council accept the work and authorize staff to file the Notice of Completion.

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 an administrative item to conclude the emergency action. The final cost of the Construction Services Agreement with Sunshine Pacific Group America, Inc. was $130,720.85. In addition, $11,650.00 was expended for replacement appliances required to restore Fire Station 3 to full operation. These expenditures were funded through previously approved emergency appropriations.

No additional fiscal impact is associated with this termination action.

Attachments
Attachment No. 1 - Resolution No. 2026-82
Attachment No. 2 - Notice of Completion
CITY COUNCIL GOALS & OBJECTIVES: Protect Public Safety
Achieve Fiscal Sustainability and Financial Stability
A Well-Planned Community
ATTACHMENT NO. 1
RESOLUTION NO. 2026-82

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF

WEST COVINA, CALIFORNIA, TERMINATING THE

EMERGENCY ACTION FOR THE REMEDIATION OF THE
RODENT AND RAT INFESTATION AT FIRE STATION 3
The City Council of the City of West Covina hereby finds and declares as follows:

WHEREAS, on April 7, 2026, in accordance with Public Contract Code section 22050(a), the City Council adopted Resolution No. 2026-32, finding, by a unanimous vote of the City Council, that an emergency existed at Fire Station 3 due to a rodent and rat infestation which would 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, in accordance with Public Contract Code section 22050(c), the City Council reviewed the emergency action at each regular meeting following its adoption of Resolution No. 2026-32 and determined there was a need to continue such action by adopting Resolutions Nos. 2026-34, 2026-35, 2026-38, 2026-50, 2026-55, 2026-76, and 2026-81; and
WHEREAS, pursuant to Public Contract Code section 22050(c), the City Council is required to terminate the action at the earliest possible date that conditions warrant; and
WHEREAS, City staff have inspected the facility and determined that the rodent and rat infestation and health and safety hazards have been mitigated; and WHEREAS, the City Council desires to terminate the emergency action.

NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF WEST COVINA, CALIFORNIA DOES HEREBY RESOLVE AS FOLLOWS:

SECTION 1. The City Council hereby terminates the emergency action for the remediation of the rodent and rat infestation at Fire Station 3.

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 18th day of August, 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. 2026-82 was duly adopted by the City Council of the City of West Covina, California, at a regular meeting thereof held on the 18th day of August, 2026, by the following vote of the City Council:

AYES:

NOES:

ABSENT:

ABSTAIN:

Lisa Sherrick, CMC
Assistant City Clerk
ATTACHMENT NO. 2

RECORDING REQUESTED BY
AND WHEN RECORDED MAIL TO:

City Clerk
City of West Covina
1444 W. Garvey Ave. S.

West Covina, CA 91790
SPACE ABOVE LINE FOR RECORDER’S USE ONLY
EXEMPT FROM RECORDING FEES – GOVERNMENT CODE §§ 6103, 27383

NOTICE OF COMPLETION
(California Civil Code § 9204)
NOTICE IS HEREBY GIVEN that on August 18, 2026, the City Council of the City of West Covina accepted the public work of improvement (“Project”) described herein and the Project was deemed completed on such date.

1. Name and Address of Owner: The City of West Covina (“City”), 1444 W. Garvey Ave. S., West Covina, CA 91790.

2. Description of Project: The Project is known as: Emergency Repairs to West Covina Fire Station 3.

3. Location of Project: Fire Station 3, 1433 W. Puente Ave., West Covina, CA 91790.

4. Name and Address of Contractor: Sunshine Pacific Group America Inc., 4195 Chino Hills Pkwy. #97 Chino Hills, CA 91709

5. Date of Agreement: April 8, 2026

6. Name of Surety: Old Republic Surety Company
_______________________________________
Milan Mrakich, City Manager Date
City of West Covina

VERIFICATION
I, the undersigned, say: I am the Assistant City Clerk of the City of West Covina, the declarant of the foregoing Notice of Completion; I have read said Notice of Completion and know the contents thereof; the same is true of my own knowledge. I declare under penalty of perjury that the foregoing is true and correct.

Executed on _____________________, at West Covina, California. _______________________________
Lisa Sherrick, CMC
Assistant City Clerk
AGENDA ITEM NO. 18

AGENDA STAFF REPORT
City of West Covina | Office of the City Manager
DATE: August 18, 2026
TO: Mayor and City Council
FROM: Milan Mrakich, City Manager
SUBJECT: REVIEW OF REQUEST FOR PROPOSAL (RFP) FOR THE DEL NORTE PARK IMPROVEMENTS & DOG PARK PROJECT - PROJECT NO. 24001
RECOMMENDATION:

Staff recommends that the City Council authorize the Public Works Department to issue a formal Request for Proposals (RFP) for architectural design services for the Del Norte Park Improvements & Dog Park Project.

BACKGROUND:

On December 17, 2024, Councilmember Gutierrez requested that staff issue a Request for Proposals (RFP) for the Del Norte Park Improvements and Dog Park Improvements and return the item to the City Council for consideration.

On February 24, 2025, City staff issued an RFP for architectural services related to the planned improvements at Del Norte Park and the Dog Park. The objective of the RFP was to obtain construction-ready plans to support the proposed upgrades. The scope of work included several enhancements to the Dog Park, such as expanding the park area and dividing it into three sections to facilitate regular maintenance. Additional improvements included replacing the existing fencing with a new six-foot, predator-resistant fence with coyote rollers; installing secure access gates; new concrete paving; upgraded amenities (including pet waste stations, dual-purpose drinking fountains for dogs and people, benches, trash receptacles, and dog play equipment); and area lighting. Restroom improvements were also included in the scope and consisted of ADA-compliant upgrades, new fixtures (toilets, sinks, and hand dryers), and exterior enhancements such as updated roofing, fascia boards, and roof eaves.

On May 6, 2025, the consideration of an agreement with a designer was brought before the City Council for award of a Professional Services Agreement for design services. At that meeting, the City Council voted to reject all proposals and directed staff to readvertise the project following the adoption of the Parks Master Plan.

On December 16, 2025, City staff presented the RFP for the Del Norte Park Improvements & Dog Park Project to the City Council for consideration of its release, consistent with the Council's previous direction. During the meeting, the City Council directed staff to bring the item back for consideration at the first available meeting following completion of the Parks Master Plan.

DISCUSSION:

To ensure the project meets the needs of the community, staff is seeking City Council feedback on the proposed Request for Proposals (RFP) included as Attachment No. 1 – Draft RFP. The Draft RFP is substantially the same as the version previously issued in February 2025.

The Draft RFP solicits professional design services for the Del Norte Park and Dog Park Improvements Project. The scope of work includes the design of dog park upgrades and renovations, such as expansion of the park area and division into three sections to allow for regular maintenance; replacement of the existing fencing with new six-foot, predator-resistant fencing; new concrete paving; and new equipment and amenities including pet waste receptacles, dual-purpose drinking fountains for dogs and people, benches, trash receptacles, dog play equipment, and area lighting. The scope also includes restroom improvements, such as facility upgrades (toilets, sinks, hand dryers), ADA-compliant improvements, and exterior enhancements.

The RFP specifies that proposals will be evaluated based on the evaluation criteria outlined in the table below.

Proposal Evaluation Criteria Max
Points
Completeness of the SOQs and compliance with the required RFP format.  5 Project understanding, scope and approach to develop the project efficiently. 20 Experience and qualifications of key staff. 20
Similar project experience, including familiarity with State and Federal procedures 20 Effectiveness of Project Schedule showing how the proposer will be able to complete the design within the required time duration
20 Fees proposed to complete the design within the required duration. 15 Total Points 100
Additionally, the RFP provides that, at the City’s discretion, in-person interviews may be conducted in accordance with Section 9, Oral Presentations, of the RFP with up to the three highest-scoring proposers based on the evaluation rubric. All interviewed proposers will be asked the same questions, with equal point values assigned to each question. If interviews are conducted, the contract award will be based on the highest combined interview score.

Project Timeline
If approved, the Request for Proposals can be released with a close date in October 2026.

LEGAL REVIEW:

The City Attorney's Office reviewed the staff report.

OPTIONS:

The City Council has the following options:

1. Approve Staff's recommendation; or

2. Provide alternative direction.

Prepared by: Roberto Ortega, CIP Project Manager
Fiscal Impact
FISCAL IMPACT:

This is strictly an administrative item, therefore; there is no fiscal impact associated with this action.

Attachments
Attachment No.1 - Del Norte Draft RFP
CITY COUNCIL GOALS & OBJECTIVES: A Creative and Active Community A Well-Planned Community
An Accessible Community
City of West Covina Request for Proposals
Architectural Design Services – Del Norte Park Improvements and Dog Park