Agenda packet — Bell Gardens City Council, August 22, 2022 (part 3 of 3)

Exhibit 2 336

I. ABOUT SOURCEWELL PARTICIPATING ENTITIES
A. SOURCEWELL
Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell's solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements, and results in cooperative contracting solutions from which Sourcewell's Participating Entities procure equipment, products, and services.

Cooperative contracting provides participating entities and vendors increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted vendors' potential pool of end users.

Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted.

B. USE OF RESULTING CONTRACTS
In the United States, Sourcewell's contracts are available for use by:
• Federal and state government entities;
• Cities, towns, and counties/parishes;
• Education service cooperatives;
• K-12 and higher education entities;
• Tribal government entities;
• Some nonprofit entities; and
• Other public entities.

In Canada, Sourcewell's contracts are available for use by:
• Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly-funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Calgary, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities;
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• Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest; Members of the Rural Municipalities of Alberta (RMA) and their represented Associations, Saskatchewan Association of Rural Municipalities (SARM), Saskatchewan Urban Municipalities Association (SUMA), Association of Manitoba Municipalities (AMM), Local Authority Services (LAS), Municipalities Newfoundland and Labrador (MNL), Nova Scotia Federation of Municipalities (NSFM), and Federation of Prince Edward Island Municipalities (FPEIM).

For a listing of current United States and Canadian Participating Entities visit Sourcewell's website (note: there is a tab for each country's listing): https:/Z www.sourcewell- mn.gov/sourcewel I-for-vendors/member-locator.

Access to contracted equipment, products, or services by Participating Entities is typically through a purchase order issued directly to the applicable vendor. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources.

To meet Participating Entities' needs, public notice of this RFP has been broadly published, including notification in the United States to each state-level procurement department for possible re-posting.

Proof of publication will be available at the conclusion of the solicitation process.

II. EQUIPMENT, PRODUCTS, AND SERVICES
A. SOLUTIONS-BASED SOLICITATION
This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards.

B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES
It is expected that Proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative.

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1. Sourcewell is seeking proposals for Forklifts and Lift Truck with Related Service, as follows:
a. Class I —VII forklifts and lift trucks:

Class I: Electric Motor Rider Trucks;
Class II: Electric Motor Narrow Aisle Trucks;
Class III: Electric Motor Hand Trucks or Hand Rider Trucks; Class IV: Internal Combustion Engine Trucks (Solid/Cushion Tires); Class V: Internal Combustion Engine Trucks (Pneumatic Tires); Class VI: Electric and Internal Combustion Engine Tractors; and, Class VII: Rough Terrain Forklift Trucks
b. Proposers may include forklift and lift truck accessories, attachments, repair and replacement parts, batteries, and chargers to the extent that the solutions are complementary to the offering of Class I —VII forklifts and lift trucks. A "parts-only" or an "attachments and accessories-only" offering is not permitted. c. Proposers may include related services, such as repair, maintenance or warranty services and operator or technical training, to the extent that the services are complementary to the offering of Class I —VII forklifts and lift trucks. A "services-only" or "training-only" offering is not permitted.

2. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell:
a. Low Speed Vehicles, Medium Speed Vehicles, and Utility Vehicles, with Related Equipment, Accessories (RFP#051717);
b. Roadway Maintenance Equipment with Related Accessories, Attachments, Materials, and Supplies (RFP# 052417);
c. Public Utility Equipment with Related Accessories and Supplies (RFP #012418); d. Facility MRO (Maintenance, Repair& Operations), Industrial & Building Supplies with Related Equipment, Accessories, Supplies & Services (RFP# 121218); e. Trailers with Related Equipment, Accessories, and Services (RFP #121918); f. Heavy Construction Equipment with Related Accessories, Attachments, and Supplies (RFP #032119);
g. Medium Duty and Compact Construction Equipment with Related Attachments, Accessories, and Supplies (RFP #040319), and
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h. Vehicle Lifts, with Garage and Fleet Maintenance Equipment (RFP#013020).

Proposers may include related equipment, accessories, and services to the extent that these solutions are complementary to the equipment, products, or service(s) being proposed.

Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third- party contractors, to properly install and bring to operation the equipment or products being proposed.

Sourcewell prefers vendors that provide a sole source of responsibility for the products and services provided under a resulting contract. If Proposer requires the use of dealers, resellers, or subcontractors to provide the products or services, the Proposal should address how the products or services will be provided to Participating Entities and describe the network of dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract.

Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities.

C. REQUIREMENTS
It is expected that Proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities.

1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes.

2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services.

3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, Proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal.

4. Delivered and operational. Unless clearly noted in the Proposal, equipment and products must be delivered to the Participating Entity as operational.

5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better.

D. ANTICIPATED CONTRACT TERM
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Sourcewell anticipates that the term of any resulting contract(s) will be four (4) years. Up to two one-year extensions may be offered based on the best interests of Sourcewell and its Participating Entities.

E. ESTIMATED CONTRACT VALUE AND USAGE
Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $5 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed.

F. MARKETING PLAN
Proposer's sales force will be the primary source of communication with Participating Entities.

The Proposer's Marketing Plan should demonstrate Proposer's ability to deploy a sales force or dealer network to Participating Entities, as well as Proposer's sales and service capabilities. It is expected that Proposer will promote and market any contract award.

G. ADDITIONAL CONSIDERATIONS

1. Contracts will be awarded to Proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP.

2. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the Proposal. Sourcewell reserves the right to verify Proposer's information and may request clarification from a Proposer, including samples of the proposed equipment or products.

3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory.

4. A Proposer's documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal.

III. PRICING
A. REQUIREMENTS
All proposed pricing must be:

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1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these:
a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the Vendor's published "List Price," as well as the "Contract Price." b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer's Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP.

2. The Proposer's ceiling price (Ceiling price means that the proposed pricing will be considered as the highest price for which equipment, products, or services may be billed to a Participating Entity). However, it is permissible for vendors to sell at a price that is lower than the contracted price;

3. Stated in U.S. and Canadian dollars (as applicable); and

4. Clearly understood, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity's location).

Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the Proposer. Additionally, Proposers should clearly describe any unique distribution and/or delivery methods or options offered in the Proposal.

B. ADMINISTRATIVE FEES
Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products,or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative.

IV. CONTRACT
Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the Proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the Proposal being disqualified from further review and evaluation.

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To request a modification to the Contract terms, conditions, or specifications, a Proposer must complete and submit the Exceptions to Terms, Conditions, or Specifications table, with all requested modifications, through the Sourcewell Procurement Portal at the time of submitting the Proposer's Proposal. Exceptions must:

1. Clearly identify the affected article and section, and

2. Clearly note what language is requested to be modified.

Unclear requests will be automatically denied.

Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded vendor for signature.

If a Proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell's sole discretion, the contract award may be revoked.

V. RFP PROCESS
A. PRE-PROPOSAL CONFERENCE
Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted on page one of this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and Sourcewell's competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional.

B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION Questions regarding this RFP must be submitted through the Sourcewell Procurement Portal.

The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions.

All questions, whether specific to a Proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the Proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline.

C. ADDENDA
Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to Rev.2/2020 Sourcewell RFP#091520
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Exhibit 2 343

potential Proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda.

Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the Proposer by checking the box for each addendum. It is the responsibility of the Proposer to check for any addenda that may have been issued up to the solicitation due date and time.

If an addendum is issued after a Proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the Proposer's proposal status to INCOMPLETE. The Proposer can view this status change in the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account. The Proposer is solely responsible to check the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its Proposal (and up to the Proposal due date). If the Proposer's Proposal status has changed to INCOMPLETE, the Proposer is solely responsible to:
i) make any required adjustments to its proposal;
ii) acknowledge the addenda; and
iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above.

D. PROPOSAL SUBMISSION
Proposer's complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the Proposer's sole responsibility to ensure that the proposal is received on time.

It is recommended that Proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a Proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock.

In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to twenty-four(24) hours to respond to certain issues.

Upon successful submission of a proposal, the Portal will automatically generate a confirmation email to the Proposer. If the Proposer does not receive a confirmation email, contact Sourcewell's support provider at [email protected].

To ensure receipt of the latest information and updates via email regarding this solicitation, or if the Proposer has obtained this solicitation document from a third party, the onus is on the Proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity.

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Within the Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the Proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, Proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the Proposer to remedies available by law.

E. GENERAL PROPOSAL REQUIREMENTS
Proposals must be:
• In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected.
• Complete. A proposal will be rejected if it is conditional or incomplete. • Submitted in English.
• Valid and irrevocable for 90 days following the Proposal Due Date.

Any and all costs incurred in responding to this RFP will be borne by the Proposer.

F. PROPOSAL WITHDRAWAL
Prior to the proposal deadline, a Proposer may withdraw its proposal.

G. OPENING
The Opening of Proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all Proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule.

To view the list of Proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to "All" or "Closed."The solicitation status will automatically change to "Closed" after the Proposal Due Date and Time.

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• The number of and geographic location of:
o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities' use.
o A Proposer's sales and service network to assure availability of product supply and coverage to meet Participating Entities' anticipated needs. • Total evaluation scores.
• The attributes of Proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell's knowledge about a specific vendor or product.

B. AWARD(S)
Award(s) will be made to the Proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP.

Sourcewell may request written clarification of a proposal at any time during the evaluation process.

Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (available in the Sourcewell Procurement Portal):

Conformance to RFP Requirements 50
Financial Viability and Marketplace Success 75 Ability to Sell and Deliver Service 100
Marketing Plan 50
Value Added Attributes 75
Warranty 50
Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400
TOTAL POINTS 1000
C. PROTESTS OF AWARDS
Any protest made under this RFP by a Proposer must be in writing, addressed to Sourcewell's Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O.

Box 219, Staples, MN 56479. The protest must be received no later than 10 calendar days' following Sourcewell's notice of contract award(s) or non-award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time.

A protest must include the following items:
• The name, address, and telephone number of the protester; Rev.2/2020 Sourcewell RFP#091520
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• The original signature of the protester or its representative; • Identification of the solicitation by RFP number;
• A precise statement of the relevant facts;
• Identification of the issues to be resolved;
• Identification of the legal or factual basis;
• Any additional supporting documentation; and
• Protest bond in the amount of$20,000, except where prohibited by law or treaty.

Protests that do not address these elements will not be reviewed.

D. RIGHTS RESERVED
This RFP does not commit Sourcewell to award any contract and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the Proposer may be rejected.

Sourcewell reserves the right to:
• Modify or cancel this RFP at any time;
• Reject any and all proposals received;
• Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; • Independently verify any information provided in a Proposal; • Disqualify any Proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity's state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect;
• Waive or modify any informalities, irregularities, or inconsistencies in the proposals received;
• Clarify any part of a proposal and discuss any aspect of the proposal with any Proposer; and negotiate with more than one Proposer;
• Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and
• Award a contract to one or more Proposers if it is in the best interest of Participating Entities.

E. DISPOSITION OF PROPOSALS
All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the Proposer's responsibility to clearly identify any data submitted that it Rev.2/2020 Sourcewell RFP#091520
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considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law.

Sourcewell will not consider the prices submitted by the Proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a Proposer is not considered trade secret under the statutory definition.

The Proposer understands that Sourcewell will reject proposals that are marked confidential or nonpublic, either substantially or in their entirety.

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Exhibit 2 348

SOUrcewell
8/6/2020
Addendum No. 1
Solicitation Number: RFP 091520
Solicitation Name: Fork Lifts and Lift Trucks with Related Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Are there forms to complete to provide company information; questions regarding corporate and dealer support; pricing; etc.?
Answer 1:

All proposals must be submitted through the Sourcewell Procurement Portal. Guidance on preparing a response in the Portal can be found in the "Submit Response Guide" located in the Resource Materials section of the Portal "Bids Homepage." End of Addendum
Acknowledgement of this Addendum to RFP 091520 posted to the Sourcewell Procurement Portal on 8/6/2020, is required at the time of proposal submittal.

Exhibit 2 349

SO U rc,ewe 11
8/10/2020
Addendum No. 2
Solicitation Number: RFP 091520
Solicitation Name: Fork Lifts and Lift Trucks with Related Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Where is end user location for delivery purposes?
Answer 1:

Sourcewell utilizes a competitive, solutions-based solicitation approach that is not based on detailed specifications, specific locations or finite quantities for our cooperative contract awards. Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities.

End of Addendum
Acknowledgement of this Addendum to RFP 091520 posted to the Sourcewell Procurement Portal on 8/10/2020, is required at the time of proposal submittal.

Exhibit 2 350

Sourcewell
8/25/2020
Addendum No. 3
Solicitation Number: RFP 091520
Solicitation Name: Fork Lifts and Lift Trucks with Related Services Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Should pricing be submitted in Canadian or U.S. Dollars? Answer 1:

Proposers should provide pricing as stated in RFP Section III. A. 3.

End of Addendum
Acknowledgement of this Addendum to RFP 091520 posted to the Sourcewell Procurement Portal on 8/25/2020, is required at the time of proposal submittal.

Exhibit 2 351

u
SO LJ rcewe
9/8/2020
Addendum No. 4
Solicitation Number: RFP 091520
Solicitation Name: Fork Lifts and Lift Trucks with Related Services Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

I received the following error message, "An error occurred - please contact the administrator" when I tried to edit my responses.

Answer 1:

The portal vendor has been contacted about the issue and it is being resolved.

Question 2:

If some pricing fluctuates with the usd/cad exchange rate. How would Sourcewell like pricing that fluctuates with exchange to be detailed?
Answer 2:

In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. So, each proposer, in its discretion, will determine and propose the pricing approach that aligns with their business methods and satisfies all the requirements of RFP Article III - Pricing.

End of Addendum
Acknowledgement of this Addendum to RFP 091520 posted to the Sourcewell Procurement Portal on 9/8/2020, is required at the time of proposal submittal.

Exhibit 2 352

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
Solicitation Number: 091520

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Hyundai Construction Equipment Americas, Inc., 6100 Atlantic Blvd., Norcross, GA 30071 (Vendor).

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to government entities. Participation is open to federal, state/province, and municipal governmental entities, higher education, K-12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Vendor desires to contract with Sourcewell to provide equipment, products, or services to Sourcewell and the entities that access Sourcewell's cooperative purchasing contracts (Participating Entities).

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires October 26, 2024, unless it is cancelled sooner pursuant to Article 24. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.

C. SURVIVAL OF TERMS. Articles 11 through 16 survive the expiration or cancellation of this Contract.

2. EQUIPMENT, PRODUCTS, OR SERVICES
A. EQUIPMENT, PRODUCTS, OR SERVICES. Vendor will provide the Equipment, Products, or Services as stated in its Proposal submitted under the Solicitation Number listed above.

Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Rev.2/2020 1
Exhibit 2 353

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

In addition, Vendor warrants the Equipment, Products, and Services are suitable for and will perform in accordance with the ordinary use for which they are intended. Vendor's dealers and distributors must agree to assist the Participating Entity in reaching a resolution in any dispute over warranty terms with the manufacturer. Any manufacturer's warranty that is effective past the expiration of the Vendor's warranty will be passed on to the Participating Entity.

C. DEALERS, DISTRIBUTORS, AND/OR RESELLERS. Upon Contract execution, Vendor will make available to Sourcewell a means to validate or authenticate Vendor's authorized dealers, distributors, and/or resellers relative to the Equipment, Products, and Services related to this Contract.This list may be updated from time-to-time and is incorporated into this Contract by reference. It is the Vendor's responsibility to ensure Sourcewell receives the most current version of this list.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal.

When providing pricing quotes to Participating Entities, all pricing quoted must reflect a Participating Entity's total cost of acquisition. This means that the quoted cost is for delivered Equipment, Products, and Services that are operational for their intended purpose, and includes all costs to the Participating Entity's requested delivery location.

Regardless of the payment method chosen by the Participating Entity, the total cost associated with any purchase option of the Equipment, Products, or Services must always be disclosed in the pricing quote to the applicable Participating Entity at the time of purchase.

A. SHIPPING AND SHIPPING COSTS. All delivered Equipment and Products must be properly packaged. Damaged Equipment and Products may be rejected. If the damage is not readily apparent at the time of delivery, Vendor must permit the Equipment and Products to be returned within a reasonable time at no cost to Sourcewell or its Participating Entities.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.

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Exhibit 2 354

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

Sourcewell may declare the Vendor in breach of this Contract if the Vendor intentionally delivers substandard or inferior Equipment or Products. In the event of the delivery of nonconforming Equipment and Products, the Participating Entity will notify the Vendor as soon as possible and the Vendor will replace nonconforming Equipment and Products with conforming Equipment and Products that are acceptable to the Participating Entity.

B. SALES TAX. Each Participating Entity is responsible for supplying the Vendor with valid tax- exemption certification(s). When ordering, a Participating Entity must indicate if it is a tax- exempt entity.

C. HOT LIST PRICING. At anytime during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

When Vendor determines it will offer Hot List Pricing, it must be submitted electronically to Sourcewell in a line-item format. Equipment, Products, or Services may be added or removed from the Hot List at any time through a Sourcewell Price and Product Change Form as defined in Article 4 below.

Hot List program and pricing may also be used to discount and liquidate close-out and discontinued Equipment and Products as long as those close-out and discontinued items are clearly identified as such. Current ordering process and administrative fees apply. Hot List Pricing must be published and made available to all Participating Entities.

4. PRODUCT AND PRICING CHANGE REQUESTS
Vendor may request Equipment, Product, or Service changes, additions, or deletions at any time. All requests must be made in writing by submitting a signed Sourcewell Price and Product Change Request Form to the assigned Sourcewell Contract Administrator.This form is available from the assigned Sourcewell Contract Administrator. At a minimum, the request must:
• Identify the applicable Sourcewell contract number;
• Clearly specify the requested change;
• Provide sufficient detail to justify the requested change; • Individually list all Equipment, Products, or Services affected by the requested change, along with the requested change (e.g., addition, deletion, price change); and • Include a complete restatement of pricing documentation in Microsoft Excel with the effective date of the modified pricing, or product addition or deletion. The new pricing restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

Rev.2/2020 3
Exhibit 2 355

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
A fully executed Sourcewell Price and Product Request Form will be become an amendment to this Contract and be incorporated by reference.

5. PARTICIPATION, CONTRACT ACCESS, AND PARTICIPATING ENTITY REQUIREMENTS A. PARTICIPATION. Sourcewell's cooperative contracts are available and open to public and nonprofit entities across the United States and Canada; such as federal, state/province, municipal, K-12 and higher education, tribal government, and other public entities.

The benefits of this Contract should be available to all Participating Entities that can legally access the Equipment, Products, or Services under this Contract. A Participating Entity's authority to access this Contract is determined through its cooperative purchasing, interlocal, or joint powers laws. Any entity accessing benefits of this Contract will be considered a Service Member of Sourcewell during such time of access. Vendor understands that a Participating Entity's use of this Contract is at the Participating Entity's sole convenience and Participating Entities reserve the right to obtain like Equipment, Products, or Services from any other source.

Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential members to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

B. PUBLIC FACILITIES. Vendor's employees maybe required to perform work at government- owned facilities, including schools. Vendor's employees and agents must conduct themselves in a professional manner while on the premises, and in accordance with Participating Entity policies and procedures, and all applicable laws.

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT. To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract.

Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

Rev.2/2020 4
Exhibit 2 356

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. PERFORMANCE BOND. If requested by a Participating Entity, Vendor will provide a performance bond that meets the requirements set forth in the Participating Entity's order.

D. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

E. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements; or

3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity.

F. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase.

7. CUSTOMER SERVICE
A. PRIMARY ACCOUNT REPRESENTATIVE. Vendor will assign an Account Representative to Sourcewell for this Contract and must provide prompt notice to Sourcewell if that person is changed. The Account Representative will be responsible for:
• Maintenance and management of this Contract;
• Timely response to all Sourcewell and Participating Entity inquiries; and • Business reviews to Sourcewell and Participating Entities, if applicable.

Rev.2/2020 5
Exhibit 2 357

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.

8. REPORT ON CONTRACT SALES ACTIVITY AND ADMINISTRATIVE FEE PAYMENT A. CONTRACT SALES ACTIVITY REPORT. Each calendar quarter, Vendor must provide a contract sales activity report (Report) to the Sourcewell Contract Administrator assigned to this Contract. A Report must be provided regardless of the number or amount of sales during that quarter (i.e., if there are no sales, Vendor must submit a report indicating no sales were made).

The Report must contain the following fields:
• Customer Name (e.g., City of Staples Highway Department); • Customer Physical Street Address;
• Customer City;
• Customer State/Province;
• Customer Zip Code;
• Customer Contact Name;
• Customer Contact Email Address;
• Customer Contact Telephone Number;
• Sourcewell Assigned Entity/Participating Entity Number; • Item Purchased Description;
• Item Purchased Price;
• Sourcewell Administrative Fee Applied; and
• Date Purchase was invoiced/sale was recognized as revenue by Vendor.

B. ADMINISTRATIVE FEE. In consideration for the support and services provided by Sourcewell, the Vendor will pay an administrative fee to Sourcewell on all Equipment, Products, and Services provided to Participating Entities. The Administrative Fee must be included in, and not added to, the pricing. Vendor may not charge Participating Entities more than the contracted price to offset the Administrative Fee.

The Vendor will submit a check payable to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Sourcewell-assigned contract number in the memo and must be mailed to the address above "Attn: Accounts Receivable." Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Rev.2/2020 6
Exhibit 2 358

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

In the event the Vendor is delinquent in any undisputed administrative fees, Sourcewell reserves the right to cancel this Contract and reject any proposal submitted by the Vendor in any subsequent solicitation. In the event this Contract is cancelled by either party prior to the Contract's expiration date, the administrative fee payment will be due no more than 30 days from the cancellation date.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

Vendor's Authorized Representative is the person named in the Vendor's Proposal. If Vendor's Authorized Representative changes at any time during this Contract, Vendor must promptly notify Sourcewell in writing.

10. ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.

B. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.

C. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.

D. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party.

E. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

11. LIABILITY
Vendor must indemnify, save, and hold Sourcewell and its Participating Entities, including their agents and employees, harmless from any claims or causes of action, including attorneys' fees, arising out of the performance of this Contract by the Vendor or its agents or employees; this indemnification includes injury or death to person(s) or property alleged to have been caused Rev.2/2020 7
Exhibit 2 359

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
by some defect in the Equipment, Products, or Services under this Contract to the extent the Equipment, Product, or Service has been used according to its specifications.

12. AUDITS
Sourcewell reserves the right to review the books, records, documents, and accounting procedures and practices of the Vendor relevant to this Contract for a minimum of 6 years from the end of this Contract.This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

13. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.

If the Vendor receives a request to release the data referred to in this article, the Vendor must immediately notify Sourcewell and Sourcewell will assist with how the Vendor should respond to the request.

14. INDEMNIFICATION
As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims,judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws.

15. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

1. Grant of License. During the term of this Contract:
a. Sourcewell grants to Vendor a royalty-free, worldwide, non-exclusive right and license to use theTrademark(s) provided to Vendor by Sourcewell in advertising and promotional materials for the purpose of marketing Sourcewell's relationship with Vendor.
b. Vendor grants to Sourcewell a royalty-free, worldwide, non-exclusive right and license to use Vendor's Trademarks in advertising and promotional materials for the purpose of marketing Vendor's relationship with Sourcewell.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article.

Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use, Quolity Control.
a. Sourcewell must not alter Vendor's Trademarks from the form provided by Vendor and must comply with Vendor's removal requests as to specific uses of its trademarks or logos.
b. Vendor must not alter Sourcewell's Trademarks from the form provided by Sourcewell and must comply with Sourcewell's removal requests as to specific uses of its trademarks or logos.

C. Each party agrees to use, and to cause its Permitted Sublicensees to use, the other party's Trademarks only in good faith and in a dignified manner consistent with such party's use of the Trademarks. Upon written notice to the breaching party, the breaching party has 30 days of the date of the written notice to cure the breach or the license will be terminated.

4. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions.

B. PUBLICITY. Any publicity regarding the subject matter of this Contract must not be released without prior written approval from the Authorized Representatives. Publicity includes notices, informational pamphlets, press releases, research, reports, signs, and similar public notices prepared by or for the Vendor individually or jointly with others, or any subcontractors, with respect to the program, publications, or services provided resulting from this Contract.

C. MARKETING. Any direct advertising, marketing, or offers with Participating Entities must be approved by Sourcewell. Materials should be sent to the Sourcewell Contract Administrator assigned to this Contract.

D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.

16. GOVERNING LAW,JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.

Rev.2/2020 9
Exhibit 2 361

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE

17. FORCE MAIEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

18. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.

19. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

1. Notification. The parties must promptly notify each other of any known dispute and work in good faith to resolve such dispute within a reasonable period of time. If necessary, Sourcewell and the Vendor will jointly develop a short briefing document that describes the issue(s), relevant impact, and positions of both parties.

2. Escalation. If parties are unable to resolve the issue in a timely manner, as specified above, either Sourcewell or Vendor may escalate the resolution of the issue to a higher level of management.The Vendor will have 30 calendar days to cure an outstanding issue.

3. Performance while Dispute is Pending. Notwithstanding the existence of a dispute, the Vendor must continue without delay to carry out all of its responsibilities under the Contract that are not affected by the dispute. If the Vendor fails to continue without delay to perform its responsibilities under the Contract, in the accomplishment of all undisputed work, any additional costs incurred by Sourcewell and/or its Participating Entities as a result of such failure to proceed will be borne by the Vendor.

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

Written notice of default and a reasonable opportunity to cure must be issued by the party claiming default. Time allowed for cure will not diminish or eliminate any liability for liquidated or other damages. If the default remains after the opportunity for cure, the non-defaulting party may:

Rev.2/2020 10
Exhibit 2 362

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
• Exercise any remedy provided by law or equity, or
• Terminate the Contract or any portion thereof, including any orders issued against the Contract.

20. INSURANCE
A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers'Compensation and Employer's Liability.

Workers' Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

2. Commercial General Liability Insurance. Vendor will maintain insurance covering its operations, with coverage on an occurrence basis, and must be subject to terms no less broad than the Insurance Services Office ("ISO") Commercial General Liability Form CG0001 (2001 or newer edition), or equivalent. At a minimum, coverage must include liability arising from premises, operations, bodily injury and property damage, independent contractors, products-completed operations including construction defect, contractual liability, blanket contractual liability, and personal injury and advertising injury. All required limits, terms and conditions of coverage must be maintained during the term of this Contract.

Minimum Limits:
$1,000,000 each occurrence Bodily Injury and Property Damage $1,000,000 Personal and Advertising Injury
$2,000,000 aggregate for Products-Completed operations
$2,000,000 general aggregate

3. Commercial Automobile Liability Insurance. During the term of this Contract, Vendor will maintain insurance covering all owned, hired, and non-owned automobiles in limits of liability not less than indicated below. The coverage must be subject to terms no less broad than ISO Business Auto Coverage Form CA 0001 (2010 edition or newer), or equivalent.

Minimum Limits:
$1,000,000 each accident, combined single limit
Rev.2/2020 11
Exhibit 2 363

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE

4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Network Security and Privacy Liability Insurance. During the term of this Contract, Vendor will maintain coverage for network security and privacy liability. The coverage may be endorsed on another form of liability coverage or written on a standalone policy. The insurance must cover claims which may arise from failure of Vendor's security resulting in, but not limited to, computer attacks, unauthorized access, disclosure of not public data —including but not limited to, confidential or private information, transmission of a computer virus, or denial of service.

Minimum limits:
$2,000,000 per occurrence
$2,000,000 annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

B. CERTIFICATES OF INSURANCE. Prior to commencing under this Contract, Vendor must furnish to Sourcewell a certificate of insurance, as evidence of the insurance required under this Contract. Prior to expiration of the policy(ies), renewal certificates must be mailed to Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 or sent to the Sourcewell Contract Administrator assigned to this Contract.The certificates must be signed by a person authorized by the insurer(s) to bind coverage on their behalf. All policies must include there will be no cancellation, suspension, non-renewal, or reduction of coverage without 30 days' prior written notice to the Vendor.

Upon request, Vendor must provide to Sourcewell copies of applicable policies and endorsements, within 10 days of a request. Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.

C. ADDITIONAL INSURED ENDORSEMENT AND PRIMARY AND NON-CONTRIBUTORY INSURANCE CLAUSE. Vendor agrees to list Sourcewell and its Participating Entities, including their officers, agents, and employees, as an additional insured under the Vendor's commercial general liability insurance policy with respect to liability arising out of activities, "operations," or "work" performed by or on behalf of Vendor, and products and completed operations of Vendor. The policy provision(s) or endorsement(s) must further provide that coverage is primary and not excess over or contributory with any other valid, applicable, and collectible insurance or self-insurance in force for the additional insureds.

Rev.2/2020 12
Exhibit 2 364

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies).

F. SELF-INSURED RETENTIONS. Any self-insured retention in excess of$10,000 is subject to Sourcewell's approval.

21. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

B. LICENSES. Vendor must maintain a valid and current status on all required federal, state/provincial, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Participating Entities.

22. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.

Vendor certifies and warrants that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this Contract. Vendor further warrants that it will provide immediate written notice to Sourcewell if this certification changes at any time.

Rev.2/2020 13
Exhibit 2 365

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE

23. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

UNITED STATES FEDERAL AWARDS OR OTHER AWARDS
Participating Entities that use United States federal grant or FEMA funds to purchase goods or services from this Contract may be subject to additional requirements including the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 C.F.R. § 200. Participating Entities may also require additional requirements based on specific funding specifications. Within this Article, all references to "federal" should be interpreted to mean the United States federal government.

The following list only applies when a Participating Entity accesses Vendor's Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60-

1.3 must include the equal opportunity clause provided under 41 C.F.R. §60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 FR 12319, 12935, 3 C.F.R. §, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 C.F.R. § 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor."The equal opportunity clause is incorporated herein by reference.

B. DAVIS-BACON ACT, AS AMENDED (40 U.S.C. § 3141-3148). When required by federal program legislation, all prime construction contracts in excess of$2,000 awarded by non- federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. § 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 C.F.R. § 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation.The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-federal entity must report all suspected or reported violations to the federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti-Kickback" Act (40 U.S.C. § 3145), as supplemented by Department of Labor regulations (29 C.F.R. § 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-federal entity must report all suspected or reported violations to the federal awarding agency. Vendor must be in compliance with all applicable Davis-Bacon Act provisions.

Rev.2/2020 14
Exhibit 2 366

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

Under 40 U.S.C. § 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

D. RIGHTS TO INVENTIONS MADE UNDER A CONTRACTOR AGREEMENT. If the federal award meets the definition of"funding agreement" under 37 C.F.R. § 401.2(a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 C.F.R. § 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

E. CLEAN AIR ACT(42 U.S.C. § 7401-7671Q.) AND THE FEDERAL WATER POLLUTION CONTROL ACT (33 U.S.C. § 1251-1387). Contracts and subgrants of amounts in excess of$150,000 require the non-federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. § 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). Vendor certifies that during the term of this Contract will comply with applicable requirements as referenced above.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

G. BYRD ANTI-LOBBYING AMENDMENT, AS AMENDED (31 U.S.C. § 1352). Vendors must file any required certifications. Vendors must not have used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

H. RECORD RETENTION REQUIREMENTS. To the extent applicable, Vendor must comply with the record retention requirements detailed in 2 C.F.R. § 200.333. The Vendor further certifies that it will retain all records as required by 2 C.F.R. § 200.333 for a period of 3 years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

I. ENERGY POLICY AND CONSERVATION ACT COMPLIANCE. To the extent applicable, Vendor must comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

J. BUY AMERICAN PROVISIONS COMPLIANCE.To the extent applicable, Vendor must comply with all applicable provisions of the Buy American Act. Purchases made in accordance with the Buy American Act must follow the applicable procurement rules calling for free and open competition.

K. ACCESS TO RECORDS (2 C.F.R. § 200.336). Vendor agrees that duly authorized representatives of a federal agency must have access to any books, documents, papers and records of Vendor that are directly pertinent to Vendor's discharge of its obligations under this Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Vendor's personnel for the purpose of interview and discussion relating to such documents.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 091520-HCE
and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

24. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal.

Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Hyundai Construction Equipment Americas, Inc.

DocuSigned by: DocuSigned by:
� S(6xvf � 9 -�-"
By: — C9FD2A ia9DD6489... By. 8EFl OA1344724D6...

Jeremy Schwartz (shuck Leone
Title: Director of Operations & Title: Executive Vice President & COO Procurement/CPO
Date: 10/28/2020 1 8:26 AM CDT
Date: 10/21/2020 1 1:46 PM CDT
Approved:
��''D11occuSigned by:

By 7E42B8F817A64CC...

Chad Coauette
Title: Executive Director/CEO
Date: 10/28/2020 1 8:32 AM CDT
Rev.2/2020 17
Exhibit 2 369

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 RFP 091520 - Fork Lifts and Lift Trucks with Related Services Vendor Details
Company Name: Hyundai Construction Equipment Americas, Inc.

Does your company conduct
business under any other name?If Hyundai Material Handling yes, please state:
6100 Atlantic Blvd.

Address:

Norcross, GA 30071
Contact: Paul Bilson
Email: [email protected]
Phone: 678-492-9466
Fax: 678-823-7778
HST#: 36-3793157
Submission Details
Created On: Friday August 07, 2020 07:35:09
Submitted On: Tuesday September 15, 2020 14:28:01
Submitted By: Paul Bilson
Email: [email protected]
Transaction#: 6498e383-af1f-411 c-a759-96bbeedcde24
Submitter's I Address: 107.0.87.30
PA[A n2ber: RFP 091520 3*ndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 Specifications
Table 1: Proposer Identity&Authorized Representatives
General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark"NA" if the question does not apply to you (preferably with an explanation).

Line Question Response*
Item
1 Proposer Legal Name (and Hyundai Construction Equipment Americas, Inc. applicable d/b/a, if any):
2 Proposer Address: 6100 Atlantic Blvd.

Norcross, GA 30071
3 IProposer website address: www.hyundaiforkliftamericas.com 4 Proposer's Authorized Chuck Leone
Representative (name, title, Executive Vice President & COO address, email address & phone) 6100 Atlantic Blvd.
(The representative must have Norcross, GA 30071
authority to sign the "Proposer's Email: [email protected] Assurance of Compliance" on Tel: 678-823-7906
behalf of the Proposer and, in the
event of award, will be expected
to execute the resulting contract):
5 Proposer's primary contact for this Paul Bilson proposal (name, title, address, Manager Dealer Development & National/Government Accounts email address & phone): 6100 Atlantic Blvd
Norcross, GA 30071
Email: [email protected]
Tel: 678-492-9466
6 Proposer's other contacts for this Kate Matthews, Sr. Sales Coordinator proposal, if any (name, title, 6100 Atlantic Blvd
address, email address & phone): Norcross, GA 30071
Email: [email protected]
Tel: 678-823-7863
Table 2: Company Information and Financial Strength
Line Question Response*
Item
7 Provide a brief history of your company, The Hyundai name has been synonymous with quality and innovation since Chung Ju- including your company's core values, yung launched his first company in 1947. Under Chung's leadership the company business philosophy, and industry longevity diversified and grew. By 1985, Hyundai was introducing the first Korean-made related to the requested equipment, products automobile to American consumers. Hyundai is now established as an industry or services. leader, and their car brands, including Kia and Genesis, are continually recognized for their quality. Today, the legacy continues with Hyundai Construction Equipment Americas, Inc., which includes Hyundai Materials Handling, bringing Hyundai-backed equipment to businesses, local and state government and other users across the U.S. and Canada.

Ingrained in our corporate values is our responsibility to give back to the community.

And, our contributions extend beyond providing funds for charitable causes, we reinforce our commitment through action. Whether we're supporting the environment, education, diversity, or the health and well-being of our customers and neighbors, our employees believe in making a difference wherever we do business. 8 What are your company's expectations in the As we are nearing the end of our term for the inaugural Sourcewell contract for event of an award? forklifts, we expect to grow our Sourcewell business significantly in the event of an award given our current Sourcewell customer base, and an increasing number of dealers quoting Sourcewell members. We've added more larger dealers to our network over the past four years, which has given us additional coverage and an improved focus on government sales. Our goal is to at least double our Sourcewell business in our second term.

PA[A n2ber: RFP 091520 3ypndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 9 Demonstrate your financial strength and $396m revenue North America; Parent $1.66b revenue 2019. (See attached Hyundai stability with meaningful data. This could Q2 2020 Earnings Release with summaries and financial statement.) include such items as financial statements,
SEC filings, credit and bond ratings, letters
of credit, and detailed reference letters.

Upload supporting documents (as applicable)
in the document upload section of your
response.
10 What is your US market share for the Hyundai being one of the up and coming brands of forklifts on the market, we solutions that you are proposing? currently have market share around 3%. (For Class V lifts, i.e. the vast majority of Sourcewell member purchases, our share is around 11%.) Note: Hyundai have made significant improvements to our dealer distribution network over the past five years, which has helped us double our share over this period, with growth of 17% CAGR (pre-Covid) over this period.
11 What is your Canadian market share for the Market share in Canada is currently 5% overall. solutions that you are proposing?
12 Has your business ever petitioned for No.
bankruptcy protection? If so, explain in detail.
13 How is your organization best described: is it Hyundai is a global manufacturer of industrial forklifts, with our US and Canadian a manufacturer, a distributor/dealer/reseller, or Sales and Parts Warehouse Headquartered in Norcross, GA. We have 57 a service provider? Answer whichever independently owned dealers that [combined] have 166 sales/service locations. Each question (either a) or b) just below) best dealer has its own sales, parts and service team, and Hyundai supports our dealers applies to your organization. with factory field service and sales support. We provide factory training to our a) If your company is best described as a dealers' sales and service organizations to keep our dealers up on the latest distributor/dealer/reseller (or similar entity), products and service technical training. provide your written authorization to act as a
distributor/dealer/reseller for the manufacturer
of the products proposed in this RFP. If
applicable, is your dealer network
independent or company owned?
b) If your company is best described as a
manufacturer or service provider, describe
your relationship with your sales and service
force and with your dealer network in
delivering the products and services proposed
in this RFP. Are these individuals your
employees, or the employees of a third party?
14 If applicable, provide a detailed explanation N/A outlining the licenses and certifications that
are both required to be held, and actually
held, by your organization (including third
parties and subcontractors that you use) in
pursuit of the business contemplated by this
RFP.
15 Provide all "Suspension or Debarment" N/A
information that has applied to your
organization during the past ten years.

Table 3: Industry Recognition & Marketplace Success
Line Question Response*
Item
16 Describe any relevant industry awards or 2020 Hyundai Construction Equipment receives Samoter Technical Innovation Award recognition that your company has received for technical and technological development in the past five years
2019 Hyundai Construction Equipment becomes First Korean Manufacturer of Autonomous Forklifts
17 What percentage of your sales are to the 3.6% (2017-2019) 4.4% in 2019 and we are forecasting a jump to more than 6% governmental sector in the past three years in 2020. 18 What percentage of your sales are to the <1% education sector in the past three years
19 List any state, provincial, or cooperative Our dealer National Lift Truck Service, Inc. (Pompano, FL) holds the Florida State purchasing contracts that you hold. What is Contract for forklifts with Hyundai: In the past 3 years (2017-2019) we sold 18 the annual sales volume for each of these Hyundai on state contract; total sales $557,737.00 contracts over the past three years?
20 List any GSA contracts or Standing Offers Our dealer Advanced Material Handling holds a GSA contract for Hyundai Material and Supply Arrangements (SOSA) that you Handling. 2017 ($2.9m); 2018 ($3.5m); 2019 ($5.8m) hold. What is the annual sales volume for
each of these contracts over the past three
years?
PA[Agn2ber: RFP 091520 3)t�pndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 Table 4: References/Testimonials
Line Item 21. Supply reference information from three customers who are eligible to be Sourcewell participating entities.

Entity Name* Contact Name* Phone Number*
New Jersey Transit Authority Steven Craft, Sr Contract Specialist 973-491-7579 Irene Felcon, Principal Engineer 973-491-7354
Fontana (CA) Public Works Ken Coney 909-428-8808 Maryland Department of Transportation Shawn Powell 410-859-7724 Table 5: Top Five Government or Education Customers
Line Item 22. Provide a list of your top five government,education, or non-profit customers (entity name is optional), including entity type,the state or province the entity is located in, scope of the project(s),size of transaction(s), and dollar volumes from the past three years.

Entity Name Entity Type State 1 Scope of Work* Size of Transactions Dollar Volume Past Three Province�" Years*
NJ Transit Government New Jersey-NJ Forklifts various models —$24K avg $217,527 Authority
Broward Government Florida-FL 55K Ibs capacity forklift $315,587 $315,587 County Board
of County
Commissioners
Oneida Government New York-NY Forklifts —$26,188 $52,377 Herkimer Solid
Waste
Central Education North Carolina- Forklift 6K Ibs capacity $36,202.24 $36,202 Piedmont NC
Community
College
Department of Government District of Forklifts 29K Ibs capacity $143K average $715,000 Defense Columbia-DC
PA(A({rber: RFP 091520 gndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 Table 6: Ability to Sell and Deliver Service
Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers(full-time equivalents) involved in each sector, whether these workers are your direct employees(or employees of a third party), and any overlap between the sales and service functions.

Line Question Response*
Item
23 Sales force. Hyundai currently sells Sourcewell business through our dealer network and or direct. 24 Dealer network or other distribution methods. Hyundai has 57 authorized full service dealers with a combined 166 locations throughout the U.S. and Canada
25 Service force. With 166 dealer locations, there are approximately 1,000 to 1,200 trained service technicians that service Hyundai forklifts. Hyundai has four field service managers plus additional support representatives to assist dealers on technical support, troubleshooting, problem resolution and training for Hyundai products. Dealers can provide contracted maintenance and or full maintenance based on the entities needs, with many dealers that can maintain other types of equipment that may be in an entity's fleet.
26 Describe in detail the process and Most dealers respond to service calls within a four hour period of time, and most can procedure of your customer service get out to a customer site within 48 hours. Most dealers provide service after hours, program, if applicable. Include your weekends and holidays for an additional charge. Dealers have rental fleets to provide response-time capabilities and additional equipment to fill gaps in needs and or when equipment is down. Hyundai commitments, as well as any incentives that pays dealers 1 hour diagnostic time on warranty and their full retail labor rate based help your providers meet your stated on standard repair times to help ensure they complete repairs in a timely manner, as service goals or promises. well.
27 Identify your ability and willingness to Broad Line: 2,200 lbs. capacity to 55,000 Ibs capacity provide your products and services to Model Classes: I, II, III, IV and V and VI Sourcewell participating entities in the Availability: With a stock inventory of 500+ forklifts in Norcross, GA, we have been United States. able to deliver to Sourcewell entities in as little as 2 weeks. (This has been a big factor for entities that have a short capex window.)
U.S. Dealer Network: 48 dealers / 129 dealer locations
Cooperative Purchasing Training: Hyundai has and continues to have ongoing training with our dealer network on the Sourcewell program with 3.5 years now as a Sourcewell contracted vendor.
28 Identify your ability and willingness to Broad Line: 2,200 Ibs. capacity to 55,000 Ibs capacity provide your products and services to Model Classes: I, II, III, IV and V Sourcewell participating entities in Canada. Availability: With a stock inventory of 500+ forklifts in Norcross, GA, we have been able to deliver to Sourcewell entities in as little as 2 weeks. (This has been a big factor for entities that have a short capex window.)
Canadian Dealer Network: 9 dealers / 37 dealer locations Cooperative Purchasing Training: Hyundai has and continues to have ongoing training with our dealer network on the Sourcewell program with 3.5 years now as a Sourcewell contracted vendor.
29 Identify any geographic areas of the United None States or Canada that you will NOT be fully
serving through the proposed contract.
30 Identify any Sourcewell participating entity None sectors (i.e., government, education, not-for-
profit) that you will NOT be fully serving
through the proposed contract. Explain in
detail. For example, does your company
have only a regional presence, or do other
cooperative purchasing contracts limit your
ability to promote another contract?
Define any specific contract requirements or None
restrictions that would apply to our
participating entities in Hawaii and Alaska
Land
in US Territories.

PA[A n2ber: RFP 091520 3*ndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 Table 7: Marketing Plan
Line Question Response*
Item
32 Describe your marketing strategy for We will employ all the following:
promoting this contract opportunity. 1. Sourcewell and cooperative purchasing sales training to our dealer network; via Upload representative samples of your webinars, GTKU and Sourcewell University marketing materials (if applicable) in 2. Advertising in publications like The Municipal the document upload section of your 3. Trade Show Exhibits at venues like CAPPO and NIGP response. 4. Leveraging subscriptions such as GovSpend to identify upcoming bid opportunities - allows us to also track purchasing activity in the Government Sector for forklifts, and provides awareness of upcoming requirements.

5. Customized flyers for each of our dealers

6. Social Media
33 Describe your use of technology and We utilize our social media platforms in a few fashions. First, we showcase new products, digital data (e.g., social media, whether that be new equipment rollouts, promotional marketing giveaways from our e- metadata usage) to enhance commerce portal, or parts in our parts department. We also use it to highlight our clientele marketing effectiveness. base, with their permission, and spotlight their wins and successes. Our platforms are also employed to gain market awareness for our products in new markets.

Through these platforms we also analyze the analytics through the backend of the platforms.

We learn market trends and ensure we are gaining the best outcome for our ROL No data is shared outside of our internal team about our go-to market strategies or product development. Our social media is, however, run through a 3rd party partner, Amplify Marketing Solutions.
34 In your view, what is Sourcewell's role The ongoing efforts and involvement that Sourcewell has with State and local governments, in promoting contracts arising out of large school districts, utilities, etc. is invaluable to promoting all contracts; and we integrate this RFP? How will you integrate a the Sourcewell logo on our website, marketing flyers, email signatures and we have Sourcewell-awarded contract into your customized marketing collateral for our dealers who represent our contract, as well. sales process?
35 Are your products or services Yes. We have an ordering portal, which may be utilized if we were to sell directly to a available through an e-procurement Sourcewell member. They would obtain an ID and password to access the portal where ordering process? If so, describe your they can enter orders and receive acknowledgment and invoice. (Note: Since we have e-procurement system and how sold Sourcewell members primarily through our dealer network, the request by members governmental and educational has not come up.)
customers have used it.

PU(Aqrber: RFP 091520 3*ndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 Table 8: Value-Added Attributes
Line Question Response*
Item
36 Describe any product, equipment, Hyundai can provide forklift operator training programs, i.e. train the trainer and individuals, in maintenance, or operator training person and online via two firms that provide coverage throughout the U.S. and Canada. We programs that you offer to can provide these as pass through to Sourcewell members, e.g. either at a small 5% mark Sourcewell participating entities. up to cover our admin cost or have it billed directly through the firm.

Include details, such as whether
training is standard or optional,
who provides training, and any
costs that apply.
37 Describe any technological The word Hyundai means "modernity" and our forklifts come standard with many advanced advances that your proposed features. Our 9 series models come standard with full color screen LCD monitors; load products or services offer. weight indicators; incline and slope indicators to keep operators and some advanced options include rear cameras, fork cameras, fleet telematics.
38 Describe any "green" initiatives Eco Friendly Management of Products and Work Environment that relate to your company or to ISO 14001:2015, KS I ISO 14001: 2015 Conforms to Environmental Management System your products or services, and standards. It's aim is to assist companies in continually improving their environment include a list of the certifying performance
agency for each. Meets / Exceeds EPA and CARB requirements for all internal combustion powered forklifts Wide range of zero emissions battery powered forklift models 39 Identify any third-party issued eco- ISO 14001:2015, KS I ISO 14001: 2015 Conforms to Environmental Management System labels, ratings or certifications that standards. It's aim is to assist companies in continually improving their environment your company has received for the performance
equipment or products included in
your Proposal related to energy
efficiency or conservation, life-cycle
design (cradle-to-cradle), or other
green/sustainability factors.
40 Describe any Women or Minority We have some dealers who are WEBNC certified companies, and we encourage them to Business Entity (WMBE), Small promote that with every Sourcewell opportunity.

Business Entity (SBE), or veteran
owned business certifications that
your company or hub partners
have obtained. Upload
documentation of certification (as
applicable) in the document upload
section of your response.
41 What unique attributes does your Same day response - depending upon the time of the inquiry, we respond same day in company, your products, or your most cases, within 24 hours if late in the day. services offer to Sourcewell Hyundai forklifts come with more standard features than most manufacturers, and that participating entities? What makes includes safety items like lights, mirrors, rear handle with horn, etc. your proposed solutions unique in 3 years / 4,000 hours Comprehensive Warranty (most Sourcewell entity applications are lower your industry as it applies to hours than industry, so they typically receive the full three years coverage. This helps keep Sourcewell participating entities? their cost to operate very low.

PU(Aqrber: RFP 091520 3*ndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 Table 9: Warranty
Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below.

Line Question Response*
Item
42 Do your warranties cover all products, parts, and Class I, II, IV and V warranty is 3 years / 4,000 hours Comprehensive (i.e. labor? forklift and powertrain) parts and labor.

Class III and VI - Parts and Labor for the first 90 days (1 year / 1,200 hrs on parts)
43 Do your warranties impose usage restrictions or Operator abuse and lack of proper per manufacturer's maintenance guidelines other limitations that adversely affect coverage? would be the biggest concern. Extreme work environments, e.g. highly corrosive areas, extreme heat or cold beyond component ratings could affect coverage though we try to qualify applications up front. 44 Do your warranties cover the expense of Class I, II, IV and V allows One Way One Hour Travel per repair. Up to 4 technicians' travel time and mileage to perform hours of labor may be reimbursed when appropriate for travel,i e.g. in cases warranty repairs? where the customer is in a remote location. 45 Are there any geographic regions of the United No.

States (and Canada, if applicable) for which you
cannot provide a certified technician to perform
warranty repairs? How will Sourcewell participating
entities in these regions be provided service for
warranty repair?
46 Will you cover warranty service for items made by For items that we the factory install on the original sale, these would be other manufacturers that are part of your proposal, covered under warranty. Special attachment options, forklift batteries and or are these warranties issues typically passed on other items we typically purchase through 3rd parties would be warranted to the original equipment manufacturer? under those parties' warranties, but they could be filed through our local dealer - Hyundai.
47 What are your proposed exchange and return We do not have a written policy for exchange or return; however we take programs and policies? into consider each situation to see how best to resolve any issues to the customer's satisfaction.
48 Describe any service contract options for the items Preventive Maintenance and Full Maintenance contract options are available included in your proposal. through our local dealer network. Many of our dealers can work on other types of mobile equipment,which could be added to these types of contracts.

Table 10: Payment Terms and Financing Options
Line Question Response*
Item
49 What are your payment terms (e.g., net 10, net 30)? Standard terms are Net 30 days, but longer terms are available to Sourcewell members upon request and based upon credit worthiness. 50 Do you provide leasing or financing options, especially Yes. We have a variety of leasing options available through various those options that schools and governmental entities may vendor partners; and we can also work with Sourcewell associated need to use in order to make certain acquisitions? financial vendors 51 Briefly describe your proposed order process. Include Dealer quotes include our Sourcewell contract #101816-HCE. Invoices enough detail to support your ability to report quarterly also are to include our contract # and both quotes and invoices are sales to Sourcewell as described in the Contract template. submitted when we receive the orders. Based on the equipment sell For example, indicate whether your dealer network is price, we enter the calculated Sourcewell fee amount into our SAP included in your response and whether each dealer (or order system. At the end of the quarter, we pull up any orders that some other entity) will process the Sourcewell participating have this Sourcewell fee assigned and we gather the information entities' purchase orders. (quotes/invoices with customer information) to build our Quarterly Sourcewell Report.
52 Do you accept the P-card procurement and payment Most if not all of our Sourcewell forklift sales have gone through our process? If so, is there any additional cost to Sourcewell dealers who are likely not set up P-Card Payment. Payment by wire participating entities for using this process? or check is our standard methods of payments and would be the same for our dealers.

PA[A n2ber: RFP 091520 3)i ndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 Table 11: Pricing and Delivery
Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form.

Line Question Response*
Item
53 Describe your pricing model (e.g., line-item discounts or Product Category Discounts:
product-category discounts). Provide detailed pricing data For Classes I, II, IV, and V, we are providing a threshold price (including standard or list pricing and the Sourcewell model of List Price less 30%. discounted price) on all of the items that you want For Classes III and VI, we are providing a threshold model of Dealer Sourcewell to consider as part of your RFP response. If Net + 10% applicable, provide a SKU for each item in your proposal.

Upload your pricing materials (if applicable) in the document upload section of your response.
54 Quantify the pricing discount represented by the pricing For all Hyundai Class I, II, IV models and Class V models - List proposal in this response. For example, if the pricing in Price less 30% your response represents a percentage discount from MSRP For Class III and VI products, threshold price would be Dealer Net or list, state the percentage or percentage range. +10% For Industrial Batteries and Chargers, Attachments and other products sold via 3rd party, threshold price would be Dealer Net + 10%
55 Describe any quantity or volume discounts or rebate Quantity Orders of 10+ units would receive a 1% additional discount programs that you offer. provided the units are ordered at the same time. 56 Propose a method of facilitating "sourced" products or For Industrial Batteries and Chargers, Attachments and other related services, which may be referred to as "open market" products sold via 3rd party, threshold price would be Dealer Net + items or "nonstandard options". For example, you may 10% supply such items "at cost" or "at cost plus a percentage," We would also suggest our dealers provide a discount of 15% on or you may supply a quote for each such request. rentals and a discount of 10% off their labor published labor rates, to Sourcewell members.
57 Identify any element of the total cost of acquisition that is Inbound freight, Pre-Delivery Inspection, local delivery, which would be NOT included in the pricing submitted with your response. charged by our selling dealers. PDI costs may vary from market to This includes all additional charges associated with a market with a typical PDI taking 2-3 hours labor. purchase that are not directly identified as freight or shipping charges. For example, list costs for items like pre- delivery inspection, installation, set up, mandatory training, or initial inspection. Identify any parties that impose such costs and their relationship to the Proposer.
58 If freight, delivery, or shipping is an additional cost to the To help ensure our equipment is properly delivered to Sourcewell Sourcewell participating entity, describe in detail the members, our process is as follows:
complete freight, shipping, and delivery program. 1. Freight to local dealer

2. Dealer performs Pre-Delivery Inspection (PDI)

3. Dealer delivers to Sourcewell member

4. Delivery Report and introduction
59 Specifically describe freight, shipping, and delivery terms or Freight from Hyundai to these areas would be brokered for best rate programs available for Alaska, Hawaii, Canada, or any and or delivery time based on the customer's needs. Since we offshore delivery. have much more business going into Canada, units can be consolidated with dealer container shipments, which would help reduce freight cost.
60 Describe any unique distribution and/or delivery methods or Delivery is by one of our authorized dealers who will conduct a options offered in your proposal. delivery report and go over the unit with the customer. Establishing relationship with the local after sales support team, ie. the local dealer is a big part of the value of our Sourcewell purchase.

Table 12: Pricing Offered
Line The Pricing Offered in this Proposal is: Comments Item
61 c.better than the Proposer typically offers to GPOs,cooperative procurement organizations,or state purchasing departments.

PA[A n2ber: RFP 091520 3*ndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 Table 13: Audit and Administrative Fee
Line Question Response*
Item
62 Specifically describe any self-audit process or program that you We instruct our dealers to provide equipment pricing in a plan to employ to verify compliance with your proposed Contract separate line item from freight, PDI, local delivery, etc., which with Sourcewell. This process includes ensuring that Sourcewell allows us to quickly verify the amount is within the threshold participating entities obtain the proper pricing, that the Vendor price structure. The Sourcewell fee is assigned to that reports all sales under the Contract each quarter, and that the particular order in our SAP operating system, so we are able Vendor remits the proper administrative fee to Sourcewell. to pull all Sourcewell orders for the quarter to build our report. 63 Identify a proposed administrative fee that you will pay to 2% of the Hyundai equipment price portion on all models Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor's sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member's cost of goods. (See the RFP and template Contract for additional details.)
Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Question Response*
Item
64 Provide a detailed description of the Hyundai is a global provider of forklifts in Class I, II, III, IV, V and VI with capacities equipment, products, and services that you ranging from 2,200 lbs. to 55,000 lbs. with a wide variety of lift heights, which should are offering in your proposal. meet nearly all Sourcewell member entity requirements. Hyundai forklifts meet or exceed all CARB and EPA emissions standards and are available in Battery, LP and Diesel powered models. We have a network of 57 dealers with 166 combined locations, which can provide maintenance, parts, service, rental and who are accustomed to take trade-ins on equipment. Hyundai can provide additional items such as industrial batteries and chargers, attachments and miscellaneous items via 3rd party vendors at a mark up of no more than cost +10%. 65 Within this RFP category there may be Industrial Forklift or Motive Power Batteries; Forklift Attachments; Telematics subcategories of solutions. List subcategory
titles that best describe your products and
services.

PA[A n2ber: RFP 091520 3*ndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 Table 14B: Depth and Breadth of Offered Equipment Products and Services Indicate below what Classes of equipment are offered in this proposal.

Line Item Category or Type Offered Comments 66 Class I: Electric Motor Rider Trucks a: Yes 3 Wheel 24V 2,200 lbs.-3,000 Ibs cap a' No 3 Wheel 36/48V 3,000 thru 4,000 Ibs
cap
4 Wheel Cushion 5,000 thru 6,500
Ibs cap
4 Wheel Pneumatic 36/48V
3,200 Ibs thru 7,000 Ibs
4 Wheel 80V
5,000 Ibs thru 10,000 Ibs. cap
Stand Up Counterbalance 36/48V
3,000 Ibs thru 4,000 Ibs
67 Class II: Electric Motor Narrow Aisle Trucks r: Yes Order Pickers 24V and 36/48V r No 3,000 Ibs cap.

Reach Trucks 36/48V:

Single Reach Pantograph 3,500 Ibs
thru 4,500 Ibs cap
Double Reach Pantograph
3,000 Ibs cap
Moving Mast Reach Trucks (Standing)
3,000 Ibs thru 6,000 lb
Moving Mast Reach (Seated)
2,800 Ibs thru 5,000 Ibs cap
68 Class III: Electric Motor Hand Trucks or Hand a: Yes Walkie Pallet Trucks Rider Trucks r No 3,000 Ibs cap 24V conventional and Li battery
4,500 Ibs 24V
Walkie Rider 6,000 Ibs cap
Walkie Stacker 3,000 Ibs cap
69 Class IV: Internal Combustion Engine Trucks r: Yes LP Cushion (Solid/Cushion Tires) r No 3,000 Ibs thru 6,000 Ibs currently (will expand with 8,000 Ibs. thru 12,000
Ibs by end of 2021/early 2022 and
would add to contract)
70 Class V: Internal Combustion Engine Trucks a: Yes LP Pneumatics (Pneumatic Tires) r No 3,000 Ibs thru 15,500 Ibs cap Diesel Pneumatics
5,000 Ibs thru 55,000 Ibs cap
71 Class VI: Electric and Internal; Combustion Engine r: Yes Electric Stand Up Tow Tractor 9,000 Tractors r No Ibs
72 Class VII: Rough Terrain Forklift Trucks r Yes N/A a: No
PA[A n2ber: RFP 091520 30ndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 Table 15: Industry Specific Questions
Line Question Response*
Item
73 If you are awarded a contract, provide a Closed Order Ratio based on number of inquiries few examples of internal metrics that will GovSpend.com to which we subscribe provides order tracking of government be tracked to measure whether you are purchases for our product category, which helps us measure market share, as well as having success with the contract. price competitiveness - dealer sales participation on web training
74 Describe the average operating cost per Cost Calculation Example Based on one (1) Electric Forklift for Inside Warehouse hour of an electric truck operating inside a Application:
warehouse. 6 hours per shift x 5 days per week x 50 weeks per year x 5 years = 7,500 hours total
Hyundai 5,000 lbs. Cap.Cushion Tire $21,716.10 (common spec) Battery $8,175 (pricing example only)
Charger $2,358 (pricing example only)
Electricity to charge $600 (based on est $0.08 per kWhr) Maintenance: $7,500 over five years
Total Estimate: $40,349.10 divided by 7,500 total hours = $5.37 per hour Please refer to Hyundai Cost Calculator for Electric, LP and Diesel:
https:/Afvww.hyundaiforkliftamericas.com/true-cost-calculator/ (Note: Equipment Pricing Examples at Hyundai Online Cost Calculator are not Sourcewell RFP pricing)
75 Describe the average operating cost per Cost Calculation Example Based on one (1) LP Forklift for Outdoor Yard Application hour of a combustion engine truck 3 hours per shift x 5 days per week x 50 weeks per year x 5 years = 7,500 hours operating in an outdoor yard setting. total
Hyundai 5,000 lbs. Cap. Pneumatic Tire $23,237.20 (common spec) LP $41,250 (pricing example only based on 1 tank per day x $33 per tank ) Maintenance: $13,125 over five years
Total Estimate: $80,112.20 divided by 7,500 total hours = $10.68 per hour Please refer to Hyundai Cost Calculator for Electric, LP and Diesel https:/Afvww.hyundaiforkliftamericas.com/true-cost-calculator/ (Note: Equipment Pricing Examples at Hyundai Online Cost Calculator are not Sourcewell RFP pricing)
76 Describe any manufacturing processes or Mast are high strength, rolled steel with 3 deg canted rollers for high durability and materials utilized that contribute to overall smooth operation to full lift height. durability, driver safety, etc. that 3 POINT ENTRY — Easy on & off with large, low step height . 9- Series LP and differentiate your offerings. Diesel models (5K to 7K lbs cap) and 9-series Electric models provide anti roll back (Hill Start Assist Control) FULL SUSPENSION SEAT — Standard, Premium Grammer Seat with adjustable armrest, lumbar support, & reclines for increased comfort & productivity SEAT SIDE HYDRAULIC LEVERS — Ergonomic design maximizing productivity & ease of maintenance DASH DISPLAY — 9 Series models have Full Color LCD Screen, Onboard Diagnostics, Speedometer, Tilt Inclination Indicator (LP/Diesel), Load Weight indicator, Clock & Optional backup camera display LED LIGHTS — Standard, lowers cost of ownership & enhances operator visibility REAR DRIVE HANDLE WITH HORN BUTTON — Standard, Grab handle keeps the operators hands on horn switch & inside the OHG while traveling in reverse. Wet disc brakes sealed in oil bath for long life-low maintenance.
77 Describe any differentiating serviceability -Wet disc brakes save customers thousands in brake service costs over the life of attributes (remote diagnostics, parts fill the forklift rate, etc.) your proposal offers. -Hyundai uses O-Ring faced seals vs JIC fittings and are easier to maintenance and less $ to replace.

No tool access floor board provides easy access to service Valve Body easily accessed for maintenance
Battery Cut Off by key (LP and Diesel) deters theft and prevents battery drain North American Parts Depot - Norcross, GA 97% fill rate HiMate Remote Management (currently available 15.5K through 55K lbs capacity models; in process of adding this option to all 9 series models by end of 2020/ early 2021.)
PA[A n2ber: RFP 091520 3ypndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 Table 16: Exceptions to Terms, Conditions, or Specifications Form Line Item 78.INO1It III II:To identify any exception,or to request any modification,to the Sourcewell template Contract terms,conditions,or specifications,a Proposer must submit the exception or requested modification on the Exceptions to Terms,Conditions,or Specifications Form immediately below.The contract section,the specific text addressed by the exception or requested modification,and the proposed modification must be identified in detail.

Proposer's exceptions and proposed modifications are subject to review and approval of Sourcewell and will not automatically be included in the contract.

Contract Section Term,Condition,or Specification Exception or Proposed Modification Documents
Ensure your submission document(s)conforms to the following:

1. Documents in PDF format are preferred. Documents in Word, Excel, or compatible formats may also be provided.

2. Documents should NOT have a security password, as Sourcewell may not be able to open the file. It is your sole responsibility to ensure that the uploaded document(s)are not either defective, corrupted or blank and that the documents can be opened and viewed by Sourcewell.

3. Sourcewell may reject any response where any document(s)cannot be opened and viewed by Sourcewell.

4. If you need to upload more than one(1)document for a single item, you should combine the documents into one zipped file. If the zipped file contains more than one(1)document, ensure each document is named, in relation to the submission format item responding to. For example, if responding to the Marketing Plan category save the document as"Marketing Plan." • Financial IOLtrgn_gtIland Stabilit -Hyundai Construction Equipment(IR 2Q20).pdf-Monday September 14, 2020 17:30:01 • Marketing_- - F`lanf?am�l!s-Hyundai Marketnig Plan 2020 RFP.pdf-Monday September 14, 2020 17:52:12 • WMBE/MBE/SBE or Related Certificates (optional)
• \/VarraEty InLrr raa�tion -CERTIFICATE OF WARRANTY-FORKLIFTS All except Class 3 Updated and CERTIFICATE OF WARRANTY-FORKLIFTS Class 3.pdf-Monday September 14, 2020 15:30:28 • Pricing-Hyundai Sourcewell Price List of Common Specs 2020 RFP.pdf- Monday September 14, 2020 15:30:58 • Additional-Document- ISO Certification °i o l\d_Hyundai_Construction_Equipment_Co._Ltd._P1_2018_eng.pdf-Tuesday September 15, 2020 14:25:58
PA[A n2ber: RFP 091520 3&ndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 Proposer's Affidavit

PROPOSER AFFIDAVIT AND ASSURANCE OF COMPLIANCE
I certify that I am the authorized representative of the Proposer submitting the foregoing Proposal with the legal authority to bind the Proposer to this Affidavit and Assurance of Compliance:

1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence.

2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award.

3. The Proposer, including any person assisting with the creation of this Proposal, has arrived at this Proposal independently and the Proposal has been created without colluding with any other person, company, or parties that have or will submit a proposal under this solicitation; and the Proposal has in all respects been created fairly without any fraud or dishonesty. The Proposer has not directly or indirectly entered into any agreement or arrangement with any person or business in an effort to influence any part of this solicitation or operations of a resulting contract; and the Proposer has not taken any action in restraint of free trade or competitiveness in connection with this solicitation. Additionally, if Proposer has worked with a consultant on the Proposal, the consultant(an individual or a company) has not assisted any other entity that has submitted or will submit a proposal for this solicitation.

4. To the best of its knowledge and belief, and except as otherwise disclosed in the Proposal, there are no relevant facts or circumstances which could give rise to an organizational conflict of interest. An organizational conflict of interest exists when a vendor has an unfair competitive advantage or the vendor's objectivity in performing the contract is, or might be, impaired.

5. The contents of the Proposal have not been communicated by the Proposer or its employees or agents to any person not an employee or legally authorized agent of the Proposer and will not be communicated to any such persons prior to Due Date of this solicitation.

6. If awarded a contract, the Proposer will provide to Sourcewell Participating Entities the equipment, products, and services in accordance with the terms, conditions, and scope of a resulting contract.

7. The Proposer possesses, or will possess before delivering any equipment, products, or services, all applicable licenses or certifications necessary to deliver such equipment, products, or services under any resulting contract.

8. The Proposer agrees to deliver equipment, products, and services through valid contracts, purchase orders, or means that are acceptable to Sourcewell Members. Unless otherwise agreed to, the Proposer must provide only new and first-quality products and related services to Sourcewell Members under an awarded Contract.

9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.

10. The Proposer understands that Sourcewell will reject RFP proposals that are marked "confidential" (or"nonpublic," etc.), either substantially or in their entirety. Under Minnesota Statutes Section 13.591, subdivision 4, all proposals are considered nonpublic data until the evaluation is complete and a Contract is awarded. At that point, proposals become public data. Minnesota Statutes Section 13.37 permits only certain narrowly defined data to be considered a"trade secret," and thus nonpublic data under Minnesota's Data Practices Act.

11. Proposer its employees, agents, and subcontractors are not:
a. Included on the"Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: Lttts:ff treasury.gcrvfcrfacfdownloadsfsdnlist. dF; b. Included on the government-wide exclusions lists in the United States System for Award Management found at:
hts_:ff_ _w.sam.gcrvfperrtalf3; or
c. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated PA[A n2ber: RFP 091520 3Wndor Name: Hyundai Construction Equipment Americas, Inc.

DocuSign Envelope ID:83C8374E-89F0-4443-A7E9-776E4BBD3A60 by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation.

Iv- By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Paul Bilson, Manager of Dealer Development and National/Government Accounts, Hyundai Construction Equipment Americas, Inc.

The Proposer declares that there is an actual or potential Conflict of Interest relating to the preparation of its submission, and/or the Proposer foresees an actual or potential Conflict of Interest in performing the contractual obligations contemplated in the bid. r Yes r No
The Bidder acknowledges and agrees that the addendum/addenda below form part of the Bid Document.

Check the box in the column"I have reviewed this addendum" below to acknowledge each of the addenda.

II have urevliiewed @Ilh e
File Name lmalllcw addarndu iim aurnd pages attavllh i mrmein s f liif
a Ilfm IIF III lii ca Il III e)
Addend um_4_RFP_091520_Fork_Lifts_and_Lift_Trucks_with_Related_Services 0V- Tue September 8 2020 04:06 PM
Addend um_3_RFP_091520_Fork_Lifts_and_Lift_Trucks_with_Related_Services 1 Tue August 25 2020 01:29 PM
Addend um_2_RFP_091520_Fork_Lifts_and_Lift_Trucks_with_Related_Services Mon August 10 2020 03:11 PM
Addend um_1_RFP_091520_Fork_Lifts_and_Lift_Trucks_with_Related_Services Thu August 6 2020 08:15 AM
PA[A n2ber: RFP 091520 3Wndor Name: Hyundai Construction Equipment Americas, Inc.

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER
� u
m

AG E N DA RE P O RT
Item 10.

TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Grissel Chavez, Director of Public Works
Elizabeth Nava, Director of Recreation & Community Services SUBJECT: AGREEMENT WITH LANDSCAPE STRUCTURES INC. FOR PLAYGROUND SURFACE

INSTALLATION AT NEIGHBORHOOD YOUTH CENTER
DATE: August 22, 2022
RECOMMENDATION:

It is staff's recommendation that the City Council by motion:

1. Adopt the attached Resolution; and

2. Approve an agreement with Landscape Structures, Inc, subject to finalized terms and conditions as approved by City Attorney, for the installation of playground surfacing at Neighborhood Youth Center for a total cost of $52,664.

BACKGROUND/DISCUSSION:

Kaboom!, Inc. is a non-profit organization that partners with Landscape Structures, inc. to build and install new playgrounds and play structures in high need communities. Kaboom provides the funding through funding partners for the play equipment, and the City is responsible for a match of $8,500 plus the cost for the playground surfacing.

These Kaboom! playground projects rely heavily on community volunteers for the installation of the equipment. The City is responsible for recruiting and coordinating volunteers to help with this project. During the designated build week, volunteers will work with professionals from Landscape Structures, Inc. to build and install the actual playground equipment.

In 2021, Recreation and Community Services Staff submitted a grant to Kaboom!, Inc. for the construction of a new playground in Bell Gardens. Earlier this year, the City was selected as a recipient for a new Kaboom playground project at the Neighborhood Youth Center located at 5856 Ludell Street, and the Kaboom funding partner for this project is Carmax. Kaboom's objective is that the playground design incorporates feedback from the community whom would be using the playground upon completion. In partnership with Kaboom, Recreation & Community Services have jointly conducted community outreach and engagement activities via in person workshops, online survey sessions, and virtual check-in meetings to share the progress of playground design.

The designated playground build/install week has been scheduled for September 27-September 29, 2022. The Public Works Department will begin the demolition of the existing playground equipment/site during the last week of August and prepare the site to be ready for the new installation. Under the Kaboom grant terms, the City must now hire a contractor to install the playground surfacing. The City proposes to enter into an agreement with Landscape Structures, I nc. for this portion of the work.
385

Procurement of Playground Surfacing
Under Section 3.04.100(E) of the Bell Gardens Municipal Code, the City's purchasing policy allows for an exception to the purchasing policy when the supplier offers the same or better price, terms and conditions as a supplier offered as the lowest responsible bidder under a competitive procurement conducted by another city or public agency. Bell Gardens is a member of Sourcewell (formerly National Joint Powers Alliance NJ PA) and membership entitles the City to access competitively bid national contracts resulting in lower priced vehicles due to economies of scale.

Sourcewell was created by state law as a service cooperative to provide programs and services to education and government. As a service cooperative, Sourcewell is a local government unit, public corporation, and public agency created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to its members. Participation is open to all levels of governmental entity, higher education, K- 12 education, nonprofit, tribal government, and other public entities located in the United States and Canada.

Sourcewell is authorized to establish competitively awarded cooperative purchasing contracts on behalf of itself and its participating agencies. Sourcewell follows the competitive contracting law process to solicit, evaluate, and award cooperative purchasing contracts for goods and services.

The City as a public agency will be able to procure the installation of the playground surfacing through a cooperative agreement through Sourcewell. On November 10, 2020, Sourcewell released a Request for Proposals for Playground and Water Play Equipment with Related Accessories and Services. On January 5, 2021, Landscape Structures, Inc. submitted a proposal and on February 15, 2021, Landscape Structures, Inc. was awarded a Solicitation Contract, Contract# 010521-LS 1.

CONCLUSION:

Staff requests City Council approval of the agreement with Landscape Structures, Inc under Sourcewell Contract #0105021-LS 1, for a total of $52,664. If approved, the playground surfacing will be installed during the last week of September in coordination with the scheduled Kaboom playground project. It is anticipated the playground will re- open during the first week of October.

FISCAL IMPACT:

The FY 2022-23 Recreation budget includes $68,500 to cover the cost for the surfacing and the grant match (Playground 110-4660-3142).

ATTACHMENTS:

Exhibit 1- Resolution No. 2022-88
Exhibit 2 -Agreement
Exhibit 3 - Playground Area Renderings
APPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, Assistant City Attorney for Rick R. Olivarez, City Attorney Manuel Carrillo, Director of Finance and Administrative Services 386

RESOLUTION NO. 2022-88

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPROVING AN AGREEMENT WITH

LANDSCAPE STRUCTURES, INC FOR THE PURCHASE AND

INSTALLATION OF PLAYGROUND SURFACING
WHEREAS, under Section 3.04.100E of the Bell Gardens Municipal Code, the City's purchasing policy allows for an exception when the supplier offers the same or better price, terms and conditions as a supplier offers the lowest responsible bidder under a competitive procurement conducted by another city or public agency; and WHEREAS, Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that offers cooperative procurement solutions to its members; and WHEREAS, on November 10, 2020, Sourcewell (hereinafter, "Sourcewell") issued a Request for Proposals ("Sourcewell RFP") for Playground and Water Play Equipment with Related Accessories and Services (RFP #010521); and WHEREAS, on January 5, 2021, Landscape Structures, Inc. submitted a proposal; and
WHEREAS, on February 15, 2021, Landscape Structures, Inc. was awarded a Solicitation Contract #010521-LSI; and
WHEREAS, the City of Bell Gardens is a member of National Joint Powers Alliance (NJPA) and as member the City is entitled to access competitively bid national contracts; and
WHEREAS, the City of Bell Gardens Public Works Department requires the purchase and installation of playground surfacing; and
WHEREAS, the City Council finds that the City has complied with the procurement process; and
WHEREAS, the City desires enter into an agreement with Landscape Structures, Inc. for the purchase and installation of playground surfacing under contract#010521-LSI for the total cost of $52,664.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:

Exhibit 1 387

Resolution No. 2022-88
SECTION 1. The City Council finds that the above recitals are true and correct and incorporate them herein.

SECTION 2. The City Council finds that the City has complied with local, state and federal requirements for procurement as members of National Joint Powers Alliance (NJPA).

SECTION 3. The City Council hereby approves an agreement with Landscape Structures, Inc. for the purchase and installation of playground surfacing under contract #010521-LSI for the total cost of $52,664.

SECTION 4. The City Council further authorizes the City Manager to execute the agreement with Landscape Structures, Inc. consistent with this resolution along with any ancillary documents reasonably necessary to effectuate the intent of this Resolution.

SECTION 5. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.

PASSED, APPROVED and ADOPTED this 22nd August, 2022.

THE CITY OF BELL GARDENS
Maria Pulido, Mayor
APPROVED AS TO FORM: ATTEST:

Rick Olivarez Vanessa Quiroz
City Attorney Acting City Clerk
2of3
Exhibit 1 388

2022

EQUIPMENT PROCUREMENT AGREEMENT
(Procurement: Installation of Playground Surfacing for Neighborhood Youth Center) (Parties: City of Bell Gardens and Landscape Structures, Inc.) THIS EQUIPMENT PROCUREMENT AGREEMENT (hereinafter, "Agreement") is made and entered into this day of 2022 by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "City") and LANDSCAPE STRUCTURES, INC. (hereinafter, "LSI"). For the purposes of this Agreement, City and LSI may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to City or LSI interchangeably.

RECITALS
WHEREAS, City is a municipal corporation organized under the laws of the State of California, with power to contract for services necessary to achieve its purpose; and WHEREAS, City requires purchase and installation of playground surfacing for the Neighborhood Youth Center; and
WHEREAS, per Section 3.04.100(E) (Exceptions) of Chapter 3.04 (Purchasing System) of the Bell Gardens Municipal Code (hereinafter, "Section 3.04.100"), states that the purchasing policy may be dispensed with when supplies, services or equipment can be produced from a supplier who offers the same or better prices, terms and/or conditions as the supplier previously offered as the lowest responsible bidder under competitive procurement conducted by another city or public agency; and WHEREAS, on November 10, 2020, Sourcewell (hereinafter, "Sourcewell") issued a Request for Proposals ("Sourcewell RFP") for Playground and Water Play Equipment with Related Accessories and Services (RFP #010521); and WHEREAS, on January 5, 2021, Landscape Structures, Inc. submitted a proposal; and
WHEREAS, on February 15, 2021, Landscape Structures, Inc. was awarded a Solicitation Contract #010521-LSI, (hereinafter Sourcewell Contract); and WHEREAS, authorized under Section 3.04.100(E) of the Bell Gardens Municipal Code but such to certain terms and conditions set forth, City wishes to avail itself to the opportunity to purchase certain equipment and services that meet the specifications of the Sourcewell Contract at the same unit pricing and rates given to Sourcewell under the Sourcewell Contract; and
WHEREAS, the City as a public agency will be able to utilize LSI's cooperative agreement with Sourcewell, to purchase directly from LSI; and Exhibit 2 A9

WHEREAS, City desires to enter into an agreement with LSI for the purchase and installation of playground surfacing, upon the conditions set forth below.

NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City and LSI, agree as follows:

Section 1. DESCRIPTION OF MATERIALS AND SERVICES.

A. Subject to all the terms and conditions of this Agreement, LSI agrees to sell and install playground surfacing as described in the City's General Provisions (hereinafter, "General Provisions") and in LSI's Proposal #22081701 (hereinafter, "Quotation") dated August 17, 2022. A true and correct copy of the City's General Provisions and LSI's Quotation are attached and incorporated hereto as Exhibit "A" and Exhibit"B" respectively. For purposes of this Agreement, the capitalized term "Surfacing" shall refer to the Surfacing and installation listed in the Sourcewell RFP. The unit prices charged by LSI to City for the Surfacing listed in the Quotation shall be no greater than the unit prices charged to Sourcewell under the Sourcewell RFP. Except as otherwise provided herein the Surfacing shall in all respects meet the specifications for identical Surfacing set forth under the Sourcewell RFP and shall be subject to all warranties set forth under the Sourcewell RFP and Sourcewell Contract (Collectively referred to as Sourcewell Documents). A true and correct copy of the Sourcewell Documents are attached and incorporated hereto as Exhibit "C".

B. LSI; performance under this Agreement includes all transportation services, labor, material, tools and equipment necessary for LSI to complete its delivery and installation of the Surfacing at the location(s) specified by the City Representatives in a good workmanlike manner. LSI shall not commence the delivery and installation of the Surfacing until such time as City issues a written notice to proceed (hereinafter, the "Notice to Proceed") with the delivery, which notice shall specify the date, time and location of the delivery along with such other written instructions as may be provided by the City Representatives.

C. LSI shall perform all services and tasks contemplated under this Agreement continuously and with due diligence. LSI shall, among other things, be responsible for the delivery and installation of the Surfacing to City and shall also provide its delivery personnel with all equipment and tools necessary to move the Surfacing to the location(s) specified by the City representatives. City shall in no way be responsible for undertaking the delivery or installation of the Surfacing with its own personnel or any other contracted third-party, nor shall City be responsible for providing LSI's personnel with training, tools or equipment required to deliver the Surfacing. The Surfacing and installation shall occur by September 29, 2022.

D. The Surfacing and installation shall be subject to inspection by City and may be rejected by City if the Surfacing does not meet the specifications called for under this Agreement or is otherwise defective. The Surfacing and installation shall be considered accepted upon City's issuance of a written Notice of Acceptance, which Exhibit 2 A0

shall not be unreasonably withheld or delayed. At any time prior to the issuance of a Notice of Acceptance, City may reject, return and demand the replacement of the Surfacing which does not meet the required specifications or is defective and the cost of returning and replacing the Surfacing shall be borne solely and exclusively by LSI. At City's option, Surfacing that is rejected and returned by City shall be promptly replaced by LSI or the cost of such Surfacing shall be credited or refunded to City. No payment shall be required until replacement is complete.

LSI shall replace any and all Surfacing lost during delivery. Prior to the issuance of such Notice of Acceptance, LSI, at LSI's sole cost and expense, shall be required to make all such repairs, modifications or corrections to the Surfacing installation as may be necessary to ensure that the Surfacing installation is performed in accordance with the agreed specifications or replace any and all defective or incompatible parts as may be necessary to ensure that the Surfacing and installation is performed in accordance with the established specifications.

E. City's acceptance of the Surfacing and installation shall be conditioned upon the final inspection by City, as specified under Section 5 of this Agreement, below, to ensure that the Surfacing and installation satisfies the requirements of the City and is capable of performing in accordance with performance standards set forth in the specifications of the Sourcewell RFP. City reserves the right to direct to replace, at no additional cost to City, any Surfacing which is determined to be damaged, defective or other non-compliant with such specifications.

F. Coordinated Surfacing will take place during the standard business hours.

Section 2. STANDARD OF CARE.

A. LSI represents, acknowledges and agrees as follows:

1. LSI shall perform all work and services contemplated under this Agreement skillfully, competently and to the highest standards applicable to the LSI's field;

2. LSI shall perform all work in a manner reasonably satisfactory to the City;

3. LSI shall comply with all applicable federal, state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.);

4. LSI understands the nature and scope of the work to be performed under this Agreement as well as any and all schedules of performance;

5. All of LSI's employees and agents (including but not limited to LSI's subcontractors and subconsultants) possess sufficient skill, knowledge, training and experience to perform those services and tasks contemplated under this Agreement; and
Exhibit 2 Al

6. All of LSI's employees and agents (including but not limited to LSI's subcontractors and subconsultants) possess all licenses, permits, certificates, qualifications and approvals of whatever nature that are legally required to perform the tasks and services contemplated under this Agreement and all such licenses, permits, certificates, qualifications and approvals shall be maintained throughout the term of this Agreement.

The Parties acknowledge and agree that LSI's acceptance of any work performed by or on LSI's behalf shall not constitute a release of any defects or damage to the Surfacing undetectable or otherwise unknown to City at the time of acceptance. The Parties further acknowledge, understand and agree that City has relied upon the foregoing representations of LSI, including but not limited to the representation that possesses the skills, training, knowledge and experience necessary to perform all services and tasks contemplated under this Agreement in a skillful and competent manner.

Section 3. REPRESENTATIVES
A. City Representative. For the purposes of this Agreement, the Agreement administrator and City's representative shall be Grissel Chavez, Director of Public Works and her designee (hereinafter, the "City Representative"). It shall be LSI's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services and LSI shall refer any decisions which must be made by City to the City Representative. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the City Representative.

B. LSI Representative. For the purposes of this Agreement Eric Lewis, Sales Representative, is hereby designated as the principal and representative of LSI authorized to act on its behalf with respect to LSI's performance under this Agreement and to make all decisions in connection therewith (the "LSI Representative"). Notice to the LSI Representative shall be written to constitute notice to LSI.

Section 4. LSI'S PERSONNEL
A. LSI represents that it has, or will secure at its own expense, all personnel required to perform the services and tasks required under this Agreement. All such services will be performed by or under its supervision, and all personnel engaged in the work shall possess the qualifications, permits and licenses required by applicable law to perform such services.

B. LSI shall be solely responsible for the satisfactory work performance of all personnel engaged in performing services required by this Agreement, and compliance with all reasonable performance standards established by City.

C. In the event that City, in its sole and absolute discretion, at any time during the Exhibit 2 A2

term of this Agreement, desires the removal of any person or persons assigned to perform services pursuant to this Agreement, shall remove any such person immediately upon receiving notice from City of the desire of City for the removal of such person or persons.

D. LSI shall be responsible for payment of all employees' and subcontractors' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security.

E. Permits and Licenses. LSI shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the provision of services under this Agreement, including a City business license.

Section 5. INSTRUCTION ON MAINTENANCE
City's personnel in coordination with LSI's personnel shall have a period of thirty (30) calendar days from the date the Surfacing is delivered and installed to run performance tests of the Surfacing in order to determine whether or not the Surfacing meet specifications, are not damaged and are functioning properly. LSI, during the testing and inspection period contemplated herein, shall also provide City personnel with instruction and training on maintenance of the Surfacing and shall supply City with true and correct copies of all technical specifications, operating manuals and other materials relating to the maintenance and upkeep of the Surfacing. The foregoing shall be in addition to and not in lieu of any training program specified under the Sourcewell RFP. Unless otherwise notified in writing, the Surfacing shall be deemed accepted following the end of the 30- day testing and instruction period. City's issuance of notification of conditions, circumstances or other factors which make the City unwilling to accept the Surfacing and installation shall toll, the expiration of the 30-day testing and instruction period as to all Surfacing.

Section 6. WARRANTIES
LSI shall extend to City all such warranties for the Surfacing provided to Sourcewell under the Sourcewell RFP and Sourcewell Contract subject to the same terms and conditions set forth therein, including but not limited to the warranties referenced under Section C of the Sourcewell RFP and Section B of the Sourcewell Contract.

Section 7. COMPENSATION
A. Compensation for Surfacing. LSI shall sell, deliver and install the Surfacing and as referenced in the Quotation at unit pricing that is no greater than the unit pricing provided to Sourcewell for identical services under the Sourcewell Documents.

The foregoing notwithstanding, in no event may LSI's total aggregate compensation for the sale, delivery and installation of the Surfacing exceed the aggregate sum of FIFTY-TWO THOUSAND SIX HUNDRED SIXTY-FOUR DOLLARS ($52,664) (hereinafter, the "Not-to-Exceed Amount").

Exhibit 2 A3

Section 8. SURETY BOND
A. Performance Bond. Unless waived by the City Representative in writing, LSI shall execute and provide to City concurrently with this Agreement a Performance Bond in the amount of the total Not-to-Exceed Sum. The Performance Bond shall be in a form approved by City. No payment shall be made to LSI until the Performance Bond has been received and approved by the City or the requirement for the Performance Bond has been waived.

B. Labor and Materials Bond. Unless waived by the City Representative in writing, LSI shall execute and provide to City concurrently with this Agreement a Labor and Materials Bond in the amount of the Not-to-Exceed Sum. The Labor and Materials Bond shall be in a form approved by City. No payment shall be made to LSI until the Labor and Materials Bond has been received and approved by the City.

Section 9. PROHIBITED INTERESTS
LSI warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for LSI, to solicit or secure this Agreement. Further, LSI warrants and represents that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for LSI, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, City shall have the absolute and unfettered right to rescind this Agreement without liability or penalty. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

Section 10. INDEPENDENT CONTRACTOR
LSI will act hereunder as an independent contractor. This Agreement shall not and is not intended to constitute as an agent, servant, or employee of City and shall not and is not intended to create the relationship of partnership, joint venture or association between City and LSI.

Section 11. RECORDS AND INSPECTION
LSI shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three (3) years. City shall have access, without charge, upon reasonable notice, during normal business hours to such records, and the right to examine and audit the same and to make transcripts therefrom, and to inspect all program data, documents, proceedings, and activities. This right inspection shall not extend to the makeup of lump sum prices, day rates, or profit margins.

Exhibit 2 A4

Section 12. CONFLICTS OF INTEREST
LSI hereby warrants for itself, its employees, and subcontractors that those persons presently have no interest and shall not obtain any interest, direct or indirect, which would conflict in any manner with the performance of the services contemplated by this Agreement. No person having such conflicting interest shall be employed by or associated with in connection with this project. LSI hereby warrants for itself, its employees, and subcontractors that no such person shall engage in any conduct which would constitute a conflict of interest under any City ordinance, state law or federal statute. LSI agrees that a clause substantially similar to this Section shall be incorporated into any sub-contract that executes in connection with the performance of this Agreement.

Section 13. INDEMNIFICATION
LSI shall indemnify, defend and hold harmless the City, its elected and appointed officials, commissioners, officers, employees, agents and volunteers for the same types of loss, claims, suits, actions, damages and causes of action and to the same extent afforded the Sourcewell, Sourcewell's officials, commissioners, officers, agents, employees and volunteers.

Section 14. INSURANCE
LSI shall at all times during its period of performance under this Agreement maintain all policies of insurance at the same coverage levels and of the same type and scope as set forth under Section 18 of the Sourcewell Contract.

Section 15. MUTUAL COOPERATION
A. City shall provide all pertinent data, documents and other requested information as is reasonably available for the proper performance of LSI services.

B. In the event any claim or action is brought against City relating to LSI performance in connection with this Agreement, LSI shall render any reasonable assistance that City may require.

Section 16. TERMINATION FOR CONVENIENCE; TERMINATION FOR CAUSE A. Termination for Convenience. Prior to the issuance of City's written Notice to Proceed, City may immediately terminate this Agreement, inclusive of the purchase of the Surfacing, without cause, without liability and free of any charge or cost to City. After the City's issuance of a written Notice to Proceed, City may immediately terminate this Agreement for convenience and without cause. Such termination for convenience shall be made in writing signed by the City Representative specifying the effective date of such termination. LSI may only terminate this Agreement for cause. Except as otherwise provided herein, in the event of City's termination of this Agreement for convenience, LSI shall be compensated for such Surfacing delivered to and accepted by City and for such Exhibit 2 A

services performed up to the effective date of the termination.

B. Termination for Cause. In the event either Party fails to perform any duty, obligation, service or task set forth under this Agreement (or fails to timely perform or properly perform any such duty, obligation, service or task set forth under this Agreement), an event of default (hereinafter, "Event of Default") shall occur. For all Events of Default, the Party alleging an Event of Default shall give written notice to the defaulting Party (hereinafter referred to as a "Default Notice") which shall specify: (i) the nature of the Event of Default; (ii) the action required to cure the Event of Default; (iii) a date by which the Event of Default shall be cured, which shall not be less than the applicable cure period set forth under subsection 16(C) below or if a cure is not reasonably possible within the applicable cure period, to begin such cure and diligently prosecute such cure to completion. The Event of Default shall constitute a breach of this Agreement if the defaulting Party fails to cure the Event of Default within the applicable cure period or any extended cure period allowed under this Agreement. An Event of Default shall include, but shall not be limited to the following: (i) LSI's failure to fulfill or perform its obligations under this Agreement within the specified time or if no time is specified, within a reasonable time; (ii) LSI's and/or its employees' disregard or violation of any federal, state, local law, rule, procedure or regulation; (iii) the initiation of proceedings under any bankruptcy, insolvency, receivership, reorganization, or similar legislation as relates to LSI, whether voluntary of involuntary; (iv) LSI's refusal or failure to perform or observe any covenant, condition, obligation or provision of this Agreement; and/or (v) City's discovery that a statement representation or warranty by relating to this Agreement is false or erroneous in any material respect.

C. LSI shall cure the following Events of Defaults within the following time periods:

1. Within ten (10) calendar days of City's issuance of a Default Notice for any failure to timely provide City or its agents with any information and/or written reports, documentation or work product which LSI is obligated to provide to City or its agents under this Agreement. Prior to the expiration of the 10- day cure period, LSI may submit a written request for additional time to cure the Event of Default upon a showing that it has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 10-day cure period. The foregoing notwithstanding, City shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds thirty (30) calendar days from the end of the initial 10-day cure period; or

2. Within fifteen (15) calendar days of City's issuance of a Default Notice for any other Event of Default under this Agreement. Prior to the expiration of the 15-day cure period, may submit a written request for additional time to cure the Event of Default upon a showing that has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 30-day cure period. The foregoing notwithstanding, City Exhibit 2 3%6

shall be under no obligation to grant additional time for the cure of an Event of Default under this subsection that exceeds fifteen (15) calendar days from the end of the initial 15-day cure period.

If an Event of Default relates to a material falsehood or misrepresentation set forth in the Surfacing specifications that is not susceptible to a cure, City in its sole and absolute discretion may elect to treat the falsehood or misrepresentation as a breach of this Agreement or waive the falsehood or misrepresentation. The foregoing notwithstanding, the prior waiver of a falsehood or misrepresentation as an Event of Default shall not operate as a waiver or any other falsehood or misrepresentation later discovered by City.

D. Except as otherwise specified in this Agreement, City shall cure any Event of Default asserted by within forty-five (45) calendar days of LSI's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 45-day cure period. Prior to the expiration of the 45-day cure period, City may submit a written request for additional time to cure the Event of Default upon a showing that City has commenced its efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 45-day cure period.

The foregoing notwithstanding, an Event of Default dealing with City's failure to timely pay any undisputed sums to shall be cured by City within thirty (30) calendar days from the date of LSI's Default Notice to City.

E. City, in its sole and absolute discretion, may also immediately suspend LSI's performance under this Agreement (or the performance of any specific task or function performed by under this Agreement) pending LSI's cure of any Event of Default by giving written notice of City's intent to suspend LSI's performance (hereinafter, a "Suspension Notice"). City may issue the Suspension Notice at any time upon the occurrence of an Event of Default. Upon such suspension, LSI shall be compensated only for those services and tasks which have been rendered by to the reasonable satisfaction of City up to the effective date of the suspension.

No actual or asserted breach of this Agreement on the part of City shall operate to prohibit or otherwise restrict City's ability to suspend this Agreement as provided herein.

F. No waiver of any Event of Default or breach under this Agreement shall constitute a waiver of any other or subsequent Event of Default or breach. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

G. The duties and obligations imposed under this Agreement and the rights and remedies available hereunder shall be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or available by law. In addition to any other remedies available to City at law or under this Agreement in the event of any breach of this Agreement, City, in its sole and absolute discretion, may also pursue any one or more of the following remedies:

Exhibit 2 3%7

1. Upon written notice to LSI, the City may immediately terminate this Agreement in whole or in part;

2. Upon written notice to LSI, the City may extend the time of performance;

3. The City may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for LSI's breach of the Agreement, obtain specific performance from LSI or to terminate the Agreement; or

4. The City may exercise any other available and lawful right or remedy.

H. In the event City is in breach of this Agreement, LSI's sole remedy shall be the suspension or termination of this Agreement and/or the recovery of any unpaid sums lawfully owed to under this Agreement for completed services and tasks. In no event shall LSI be entitled to receive more than the amount that would be paid to for the full performance of the services required by this Agreement.

I. No waiver of any default or breach under this Agreement shall constitute a waiver of any other default or breach, whether of the same or other covenant, warranty, agreement, term, condition, duty or requirement contained in this Agreement. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.

Section 17. FORCE MAJEURE
LSI shall not be liable for any failure to perform if presents acceptable evidence, in City's reasonable judgment, that such failure was due to causes beyond the control and without the fault or negligence of LSI. In the event that a FORCE MAJEURE event materially increases the LSI's costs of performance hereunder then City shall make an equitable contribution to all such increased costs of performance to the extent that such costs are not covered by LSI's insurances.

Section 18. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (a)the day of delivery if delivered by hand or overnight courier service during LSI and City's regular business hours; or (b) on the third business day following deposit in the United States mail, postage prepaid, to the addresses heretofore below, or to such other addresses as the parties may, from time to time, designate in writing.

If to CITY: If to LANDSCAPE STRUCTURES, INC.:

City of Bell Gardens Landscape Structures, Inc.
7100 S. Garfield Avenue 601 7t" Street South
Bell Gardens, CA 90201 Delano, MN 55328
Attn: Grissel Chavez, Director of Public Attn: Eric Lewis, Sales Representative Works Phone: (763) 972-3391
Exhibit 2 H8

Section 19. NON-DISCRIMINATION AND EQUAL EMPLOYMENT OPPORTUNITY In the performance of this Agreement, shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation or other basis prohibited by law. will take affirmative action to ensure that subcontractors and applicants are employed, and that employees are treated during employment without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition, or sexual orientation.

Section 20. PROHIBITION AGAINST ASSIGNMENT
LSI shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City's prior written consent, which shall not be unreasonably withheld or delayed and any attempt to do so shall be void and of no effect. City shall not be obligated or liable under this Agreement to any party other than LSI.

Section 21. ATTORNEY FEES
In the event that City or LSI commences any legal action or proceeding to enforce or interpret the provisions of this Agreement, the prevailing party shall be entitled to recover its costs of suit, including reasonable attorney's fees.

Section 22. ENTIRE AGREEMENT
All documents referenced as exhibits in this Agreement are hereby incorporated in this Agreement. Except as expressly provided in this Agreement or its Exhibits, in the event of any conflict or inconsistency between the express provisions of this Agreement and provisions of any document incorporated by reference, the provisions of this Agreement shall prevail and control. This instrument contains the entire Agreement between City and LSI with respect to the subject matter herein. No other prior oral or written agreements are binding on the parties. Any modification of this Agreement will be effective only if it is in writing and executed by both City and LSI.

Section 23. GOVERNING LAW; JURISDICTION
This Agreement shall be interpreted and governed according to the laws of the State of California. In the event of litigation between the Parties, venue, without exception, shall be in the Los Angeles County Superior Court of the State of California. If, and only if, applicable law requires that all or part of any such litigation be tried exclusively in federal court, venue, without exception, shall be in the Central District of California located in the City of Los Angeles, California.

Section 24. SEVERABILITY
Wherever possible, each provision of this Agreement shall be interpreted in such a Exhibit 2 169

manner as to be valid under applicable law. If any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

Section 25. AMENDMENT; MODIFICATION
No amendment, modification or supplement of this Agreement shall be valid or binding unless executed in writing and signed by both Parties, subject to City approval. The requirement for written amendments, modifications or supplements cannot be waived and any attempted waiver shall be void and invalid.

Section 26. CAPTIONS
The captions used in this Agreement are solely for reference and the convenience of the parties. The captions are not a part of the Agreement, in no way bind, limit, or describe the scope or intent of any provision, and shall have no effect upon the construction or interpretation of any provision herein.

Section 27. AUTHORIZATION
Both parties represent and warrant that the person executing this Agreement on behalf of each party is an authorized agent who has actual authority to bind each party to each and every term, condition, and obligation of this Agreement and that all requirements of each party have been fulfilled to provide such actual authority.

Section 28. SURVIVAL OF PROVISIONS AND OBLIGATIONS
Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.

Section 29. EXECUTION
This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, but all of which when taken together shall constitute one and the same instrument.
[SIGNATURES ON FOLLOWING PAGE]
Exhibit 2 �60

TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the dates set forth below.

CITY OF BELL GARDENS LANDSCAPE STRUCTURES, INC.

By: By:

Michael B. O'Kelly, City Manager
Date: Date:

Approved as to form:

By:

Rick Olivarez, City Attorney
Exhibit 2 � 1

EXHIBIT "A"

GENERAL PROVISIONS
Exhibit 2 �62

EXHIBIT A-1

GENERAL PROVISIONS
I. Overview- Scope of Work
The work shall be performed at the Neighborhood Youth Center, 5856 Luddell Street, Bell Gardens, CA 90201 ("work site"). The work consists of provision and installation of new playground surfacing at the site, all of which is known as the "Kaboom-Carmax-Bell Gardens Playground Improvement Project" (the "Project"). All work shall be performed according to the requirements in the "General Provisions" and "Special Provisions" in Exhibit A-1 and Exhibit A-2, respectively. In the event of a conflict between Exhibits A-1 and A-2, and the other provisions of this Agreement, the other provisions of the Agreement will control.

Exhibit 2 403

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Exhibit 2 404

II. Contractor will perform the following services and deliver the following products, including the provision of all labor and equipment necessary therefore:

Item 1 — Playground Surfacing.

Contractor will provide and deliver to City all materials and equipment for the installation of the new playground surfacing at the Project site.

Contractor will provide & install 2433 SF of 3.5" TOTAL UNIFORM thickness SpectraPour safety surfacing. 3.5" UNIFORM thickness is certified for a max. fall height of 8`-0" Wear layer to be 50% STANDARD COLOR*/ 50% BLACK mixed with standard aromatic resin.
* Standard Colors include: Standard Red (Terracotta); Standard Green; Standard Blue; Light (Sky) Blue; and Beige
* ALL OTHER COLORS ARE SUBJECT TO ADDITIONAL COSTS
INCLUDE SIMPLE COLOR WAVE GRAPHIC. NO MORE THAN 2 COLOR BLENDS.

Item 4 - Inspection
Consultant will obtain a certified NPSI third-party safety audit and impact attenuation field test of the installed equipment. If any aspect of the equipment or installation fails to meet the requirements of the audit or certification, Contractor will make all necessary corrections to bring the equipment and installation into compliance at no additional cost to the notify City. City will not consider this item to be complete until the surfacing is completely ready for use and all construction equipment and materials have been removed from the work site.

Item 5 — Bonds
Contractor will procure all bonds required under this Agreement.

III. All work is subject to review and acceptance by the City, and must be revised by the Contractor without additional charge to the City until found satisfactory and accepted by City.

IV. Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition.

V. The City hereby approves Contractor's use of the following subcontractors to perform the following Tasks:

A. Item 1 — Surfacing
Spectra Turf
Mark Hollowell
Exhibit 2 405

CA # 854429 CA D I R #1000002615
555 S. Promenade Avenue #103
Corona, CA 92879
(800) 875-5788
Fax (951) 734-3630
mbhollowellspectraturf.com
B. Item 4 — Inspection
BSafe Playground Inspection Services, Inc.

Chris Tait
CPSI # 50513-0324
(916) 850-5071
10349 Ormond St.

Sunland, CA 91040

STANDARD SPECIFICATIONS
The Standard Specifications and Plans of the City are contained in the latest Edition of the Standard Specifications for Public Works Construction and Standard Plans for Public Works Construction, including all supplements, as written and promulgated by the Public Works Standards, Inc., and all amendments thereto. Copies of these Standard Specifications and Plans are available from the publisher, Building News, Incorporated, 1612 South Clementine Street, Anaheim, California 92802, telephone (714) 517-0970.

The Standard Specifications and Plans set forth above will control the general provisions, construction materials, and construction methods for this contract, except as amended by these Plans, Special Provisions, or other contract documents. The following Special Provisions are supplementary and in addition to the provisions of the Standard Specifications unless otherwise noted and the section numbers of the Special Provisions coincide with those of the said Standard Specifications and Plans. Only those sections requiring elaborations, amendments, specifying of options or additions are called out.

Exhibit 2 406

EXHIBIT A-2

SPECIAL PROVISIONS

THE FOLLOWING SPECIAL PROVISIONS SUPPLEMENT AND AMEND THE

STANDARD SPECIFICATIONS FOR PUBLIC WORKS CONSTRUCTION, LATEST EDITION, INCLUDING ALL THE SUPPLEMENTS. AS A REFERENCE CONVENIENCE,

THEY HAVE BEEN ARRANGED INTO A SEQUENCE WHICH PARALLELS THE ARRANGEMENT OF THE STANDARD SPECIFICATIONS.

Section 1 — TERMS, DEFINITIONS, ABBREVIATIONS AND SYMBOLS

1.0 Definitions
City: City of Bell Gardens
Engineer: The City Engineer of the City of Bell Gardens or his authorized representative
Contractor: The word Contractor is supplemented by adding thereto the following:

The term Contractor means the Contractor as defined herein or his authorized representative.
1-1 Location and Description of Work
The site at which this work will be accomplished is Neighborhood Youth Center, 5856 Luddell Street, Bell Gardens, CA. The project consists of the installation of new playground surfacing as designated on the site plan. The Work includes but is not limited to the following: surfacing.
1-2 to 1-4. Intentionally left blank.
1-5 Record Drawings
The Contractor shall have on file a minimum of one (1) set of Construction Drawings, hereinafter referred to as "RECORD DRAWINGS," upon which he/she shall record all variations between the work as built and as originally shown on the Construction Drawings or other Contract Documents. Said record drawings shall be supplemented by any detailed sketches as necessary or as directed by the Engineer to indicate fully the work as actually constructed. Said record drawings shall be kept at the job site and shall be accessible at all times during the construction period and shall be delivered to the Engineer within ten (10) days after completion of the work.

Exhibit 2 407

1-6 to 1-15. Intentionally left blank.
1-16 Site Conditions and Restrictions
1-16.1 The following 6-7.4, "Additional Requirements," shall be added under Section 6, "Prosecution, Progress and Acceptance of the Work," Subsection 6-7, "Time of Completion":
(1) The Contractor shall perform no Work on days other than Working Days or outside of normal working hours (defined as the hours between 7:00 a.m. to 5:00 p.m.) without the consent of the Engineer, unless otherwise specified. In any event, all Work shall be subject to approval of the Engineer. Before starting such work, the Contractor shall make arrangements with the Engineer for the continuous or periodic inspection of the work and tests of materials, when necessary. If the Contractor requests permission to outside of the above time periods and if the City grants such request, the Contractor shall pay all extra expense to the City for inspection and other incidental expenses caused by such overtime work. If the City requests the Contractor to work overtime or if overtime work is specifically required by these Specifications, the City will pay all extra expense of inspection.
(2) If the Contractor finds it necessary, in order to complete the work according to schedule, to perform certain of its operations outside of Working Days or normal working hours, these operations shall be performed as part of the Work included in the Contract Price and shall not constitute a basis for additional payments. 1-16.2 Access for emergency vehicles throughout the project shall be maintained at all times.
1-17. Intentionally left blank.
1-18 Traffic Control and Access
1-18.1 The Contractor shall provide safe and continuous passage for pedestrian and vehicular traffic in accordance with the Work Area Traffic Control Handbook (WATCH), latest edition.
1-18.2 The Contractor shall maintain two-way traffic on all streets at all times. Lane closures permitted with the prior approval of the City Engineer and shall conform to Caltrans or Watch Manual guidelines.
1-18.3 The Contractor shall maintain all travel lanes open during non-work hours except as may be allowed at the Agency's convenience and discretion to expedite the work. 1-19 Protection and Restoration of Existing Improvements Whenever, in the opinion of the Engineer, an emergency exists against which the Contractor has not taken sufficient precaution for the public safety, protection of utilities and protection of adjacent structures or property, which may be damaged by the Contractor's operations and when, in the opinion of the Engineer, immediate action shall Exhibit 2 408

be considered necessary in order to protect the public or property due to the Contractor's operations under this Contract, the Engineer will order the Contractor to provide a remedy for the unsafe condition. If the Contractor fails to act on this situation within a reasonable time period, the City will provide suitable protection of said interests by causing such work to be done and material to be furnished as may seem reasonable and necessary at the expense of the Contractor.
1-19.1 The following shall be added to Subsection 7-9, "Protection and Restoration of Existing Improvements" under Section 7, "Responsibilities of the Contractor":
(1)The Contractor shall become familiar with all existing improvements and facilities, both public and private, on the Work site and provide adequate safeguards to prevent damage to existing structures and improvements. The Contractor shall repair any damage to property from any cause that might have been prevented by the Contractor, the Contractor's employees, agents or subcontractors within five calendar days after such damage occurs, at the Contractor's sole cost and expense. The Contractor shall repair water service breaks the same day. In the event that the Contractor fails to repair such damages, the City will make the repairs, or cause them to be made, and will deduct the cost of repairs from the money due or to become due to the Contractor. (6) In accordance with the requirements of Section 21464 of the Vehicle code of the State of California, no person shall without lawful authority remove any official traffic control device, guidepost or signpost placed or erected as authorized or required by law.

Therefore, the Contractor shall not remove or relocate any such existing traffic control device, guidepost or signpost located within the alignment of or interfering with the new construction work required herein without first obtaining permission to do so from the Police Department of the City of Bell Gardens.
1-20 Claim Notification
If the Contractor should claim that any instruction, request, drawings, specification, action, condition, omission, default, or other situation obligates the City to pay additional compensation to the Contractor or to grant an extension of time for the Completion of the Contract, or constitutes a waiver of any provision in the contract, he shall notify the Engineer, in writing, of such claim within 10 days from the date he has actual or constructive notice of the factual basis supporting the claim. The Contractor's failure to notify the engineer within such ten (10) day period shall be deemed a waiver and relinquishment of the claim against the City.
1-21 Specification Changes
No changes, additions or deletions will be made to these specifications and plans unless directed by the Engineer.
1-22 to 1-23 — Intentionally left blank.
1-25. Intentionally left blank.

Exhibit 2 409

1-26 Superintendence by Contractor
The Contractor shall designate by letter to the City Engineer a competent superintendent, satisfactory to the City Engineer and with authority to act for the Contractor. The designated superintendent shall be on the job site at all times during performance until the work is completed and accepted by the City. Work will not be performed in the absence of a competent superintendent. Should a change in the job superintendent be necessary, the City Engineer shall be notified by letter. 1-27 Clean-Up
Clean-up shall be made as each portion of work progresses. Refuse and excess dirt shall be removed from the site, all walks and paving shall be broomed daily, and any damage sustained on the work of others shall be repaired to original conditions. WASH DOWNS ARE PROHIBITED.
1-28 Removal and Disposal of Materials
All materials removed shall become the property of the Contractor and shall be disposed of outside the right-of-way unless otherwise specified. Materials that are removed shall be disposed of in a legal manner by the Contractor. The Contractor shall make its own arrangements for disposing of materials and it shall pay all costs involved. It is the Contractor's responsibility to remove and export any environmentally impacted material to an appropriate class landfill for the material encountered and to provide to the Owner all required manifests for the disposal of said material. The cost of Removing and Disposing of Materials shall be included in the various Contract items of Work and no additional compensation will be allowed therefor. All construction debris is to be disposed of in accordance with the City of Bell Gardens Recycling Policy. The contactor shall be responsible for the payment of any deposits to the City of Bell Gardens, as part of the Recycling Policy. Please note that such deposits are refundable only after the contractor has provided the required documentation to substantiate compliance with the Recycling Policy.
1-29 to 1-32 Intentionally left blank.
1-33 Public Convenience, Public Safety, Signing and Traffic Control The following shall be added to Subsection 7-10, "Public Convenience and Safety" under Section 7, "Responsibilities of the Contractor" of the Standard Specifications:
1-33.1 The Contractor shall not close traffic lanes on arterial streets before 8:30a.m. or after 3:30 p.m. without consent of the Engineer.
1-33.2 Intentionally left blank.
1-35 Removal and Disposal of Materials
Exhibit 2 410

All materials removed shall become the property of the Contractor. Materials that are removed shall be disposed of in a legal manner by the contractor. The contractor shall make its own arrangements for disposing of materials and it shall pay all costs involved.

The cost of Removing and Disposing of Materials shall be included in the various contract items of work and no additional compensation will be allowed therefore. 1-36. Intentionally left blank.
(1) 1-38. Intentionally left blank.
1-40 Materials and Workmanship
1-40.1 The following shall be added or revised in the following subsections under Section 4, "Control of Materials," Subsection 4-1, "Materials and Workmanship" of the Standard Specifications:
(1) The following shall be added to 4-1.2, "Protection of Work and Materials":
a. The Contractor shall remove and replace materials damaged by the Contractor's operations at the Contractor's sole expense before the final inspection and acceptance. (2) The following shall be added to 4-1.4, "Test of Materials":
a. The Contractor shall submit samples of materials, at the Contractor's sole expense, as the Engineer may require, 15 days in advance of being incorporated in the Work to a testing laboratory designated by the City.
b. Samples of materials to be tested shall be properly identified and shall establish exact nature and character of materials. The City may reject any material or part thereof that proves defective as a result of testing and requires satisfactory replacement. (3) The following shall be added to 4-1.5, "Trade Names or Equals":
a. Where a specific manufacturer is noted on the Plans or listed in the Specifications, unless otherwise noted, an "approved equal" item may be substituted. b. If a Bidder desires to bid an "approved equal" item, the Bidder shall submit a request to do so to the Engineer in writing by the time and as shown in the Instructions to Bidders. (4) Subsection 4-1.9, "Construction Materials Dispute Resolution" shall be deleted. 1-41. Intentionally left blank.

1.42 Air Pollution Control
The Contractor shall comply with all air pollution control rules, regulations, ordinances and statutes which apply to any Work performed pursuant to the Contract, including any air pollution control rules, regulations, ordinances and statutes, specified in Section 11017 of the Government Code. In the absence of any applicable air pollution control rules, regulations, ordinances or statues governing solvents, all solvents, including but not Exhibit 2 411

limited to the solvent portions of paints, thinners, curing compounds, and liquid asphalt used on the Project shall comply with the applicable material requirements of the South Coast Air Quality Management District (SCAQMD). All containers of paint, thinner, curing compound or liquid asphalt shall be labeled to indicate that the contents fully comply with said requirements. Material to be disposed of shall not be burned, either inside or outside of the premises. The provisions of Section 300-1.3, "Removal and Disposal of Materials", of the SSPWC permitting disposal of material by burning shall not apply.
1-43 Completion, Acceptance and Warranty
1-43.1 Subsection 6-8, "Completion, Acceptance and Warranty," under Section 6, "Prosecution, Progress and Acceptance of the Work" shall be replaced by the following:
(1) Upon acceptance by the Engineer, the Engineer will file a Notice of Completion with Los Angeles County Recorder. The date the Notice of Completion is filed will be the date of acceptance of the Work and the date the Contractor is relieved from responsibility to protect the Work.
(2)The acceptance of the Work or the payment of any money by the City shall not operate as a waiver of any provision of the Contract, or of any power reserved to the City, or of any right to damages or indemnity provided in the Contract. The waiver of any breach of the Contract, or any default hereunder, shall not be held to be a waiver of any other or subsequent breach or default.
(3) The Contractor shall guarantee all Work against failure due to defective materials and faulty workmanship for a period of 1 year after the date of acceptance of the Work by the City, unless some longer period is expressly set forth in any manufacturer's warranty or within the Specifications.
(4) When the City discovers defective material or workmanship that requires repair or replacement under guarantee, the Contractor shall furnish all necessary labor, materials, and equipment to correct and make good, at no expense to the City, all such defects. The Contractor shall commence repair or replacement within 24 hours after receiving written notice from the Engineer, and diligently and continuously perform the Work until the repair or replacement is completed and the City has accepted it. 1-44. Intentionally left blank.
1-45 Storage of Equipment and Materials
It shall be the Contractor's responsibility to locate any storage sites for materials and equipment needed and such sites must be approved in advance by the City Engineer, and must be free of objectionable material. The Contractor must submit to the City Engineer for approval any and all agreement(s) between the Contractor and the property owner(s) of said storage site(s) and/or construction site(s) for approval prior to the start Exhibit 2 412

of construction. Said agreement(s) must provide for the restoration of the site(s) by the Contractor prior to the filing of"Notice of Completion" by the City Engineer. Stockpiling or storage of materials on any public right-of-way or parking areas will not be permitted without the approval of the Engineer. Materials spilled along or on said right-of-way or parking areas shall be removed completely and promptly. All stockpile and storage areas shall be kept in a safe, neat, clean, and orderly fashion, and shall be restored to equal or better than original condition upon completion of the Work Contractor shall only use a haul route approved in writing by the Engineer. The Contractor shall keep the work site as well as the route to and from the disposal site clean at all times. The Contractor shall immediately remove and haul away all materials included in the various items of removals.
1-46 Work Site Maintenance
1-46.1 The following shall be added to or revised in Subsection 7-8, "Work Site Maintenance" under Section 7, "Responsibilities of the Contractor"; (1) The following shall be added to 7-8.1, "General':
a. The Contractor shall include all cleanup costs in its Bid. The City will make no additional payment for this work.
(2) The following shall replace 7-8.3, "Noise Control':
a. The Contractor shall keep the noise level resulting from Work operations to a minimum at all times, especially during the morning hours.
b. Noise control is subject to the provisions of Bell Gardens Municipal Code section 16.24, "Noise Regulation."
(3) The following shall be added to 7-8.6, "Water Pollution Control':
a. Best Management Practices (BMPs) shall be defined as any program, technology, process, operating method, measure, or device that controls, prevents, removes, or reduces pollution.
b. At a minimum, the Contractor shall implement the following BMPs in conjunction with the Work:

Title Number
General Site Management
Water Conservation NS-1
Vehicle and Equipment Cleaning NS-8
Vehicle and Equipment Fueling NS-9
Vehicle and Equipment Maintenance NS-10
Em to ee/Subcontractor Training --
Construction Materials and Waste Management
Exhibit 2 413

Material Delivery and Storage WM-1
Material Use WM-2
Spill Prevention and Control WM-4
Solid Waste Management WM-5
Hazardous Waste Management WM-6
Concrete Waste Management WM-8
Erosion/Sediment Control
Storm Drain Inlet Protection SE-10
c. A description of each BMP is included in these Specifications. The Contractor shall have at least two readily accessible copies of these descriptions at the Work site at all times.
d. The Contractor shall continuously implement BMPs during the Work. The Contractor shall implement BMPs for erosion control and sedimentation during the period from October 1st to April 15th and whenever the National Weather Service predicts rain within 24 hours.
e. The Contractor shall conduct all aspects of the Work performed pursuant to these Plans and Specifications in accordance with all state and federal laws and regulations, including but not limited to all environmental laws and regulations, Order No. 99-060 of the California Regional Water Quality Control Board, Los Angeles Region ("Waste Discharge Requirements for Municipal Storm Water and Urban Runoff Discharges within the City of Bell Gardens"), and related BMPs. The City will deduct from the money due or to become due to the Contractor the total amount of any fines levied on the City, plus legal and staff costs, as a result of the Contractor's failure to comply with these provisions or less than complete implementation of the specified BMPs. In addition, the Contractor shall defend, indemnify, and hold the City harmless for any liability, loss, damage, fines, penalties, actions, costs and expenses related to the Contractor's (or its subcontractors) failure to comply with these laws and regulations.
f. Full payment for the implementation of BMPs, including the construction, removal, and furnishing of all necessary labor, equipment, and materials, shall b considered as included in the unit prices bid for the various items of work or the lump sum bid (as the case may be), and no additional payment will be made.
1-47 Protection and Restoration of Existing Improvements 1-47.1 The following shall be added to Subsection 7-9, "Protection and Restoration of Existing Improvements" under Section 7, "Responsibilities of the Contractor":
(1)The Contractor shall become familiar with all existing improvements and facilities, both public and private, on the Work site and provide adequate safeguards to prevent damage to existing structures and improvements. The Contractor shall repair any damage to property from any cause that might have been prevented by the Contractor, the Contractor's employees, agents or subcontractors within five calendar days after such Exhibit 2 414

damage occurs, at the Contractor's sole cost and expense. The Contractor shall repair water service breaks the same day. In the event that the Contractor fails to repair such damages, the City will make the repairs, or cause them to be made, and will deduct the cost of repairs from the money due or to become due to the Contractor. (6) In accordance with the requirements of Section 21464 of the Vehicle code of the State of California, no person shall without lawful authority remove any official traffic control device, guidepost or signpost placed or erected as authorized or required by law.

Exhibit 2 415

EXHIBIT "B"

QUOTATION
Exhibit 2 ��6

ALL PURCHASE ORDERS,CONTRACTS,AND PROPOSAL
CHECKS TO BE MADE OUT TO: 2208 7O
LANDSCAPE STRUCTURES, INC.
601 7TH STREET SOUTH
landscape DELANO, MN 55328 U.S.A. August 17, 2022 763-972-3391 800-328-0035 DATE
structures" Fax:763-972-3185
Customer Information
CONTACT: Grissel Chavez Destination
PHONE: 562-806-7770 F.O.B.

EMAIL: GChavez�dbellgardens.org FREIGHT Prepaid ❑Collect SHIP TO: Neighborhood Youth Center
5856 Luddell Street TBD
Bell Gardens, CA 90201 TERMS(Subject To Credit Approval By LSI) TBD
BILL TO: City of Bell Gardens SHIPPINGTIME
8000 Park Lane
Bell Gardens, CA 90201 Pricing Good for 30 days from Date of Proposal Kaboom-Carmax-Bell Gardens Playground Improvement Project: LSI #1167043-03-02 We are pleased to submit this proposal to su ply the followin items:

QTY ITEM NO. DESCRIPTION UNIT WT UNIT PRICE EXT WT EXTENDED PRICE Other Services
1 LS Third Party CPSI Audit & HIC Drop Test 1,725.00 $ 1,725.00 1 LS Provide & install safety surfacing 49,399.00 $ 49,399.00 SURFACING INSTALLATION INCLUDES PREVAILING BASE RATE WAGES.

Provide& install 2,433 SF of 3.5"TOTAL UNIFORM thickness SpectraPour safety surfacing.

3.5"UNIFORM thickness is certified for a max.fall height of 8'-0". 1/2"min.thickness wear layer to be 50%standard color/50%black mixed with standard aromatic resin. Standard colors include Red, Green, Blue, Sky Blue, and Beige. All other colors are subject to additional costs.Asimple color-wave graphic and two-color blend are included.

Upgrade options are available at an additional cost for 100%standard color(no black)and/or aliphatic resin (UV-stable, non-yellowing).

Excludes: Project Labor Agreements or similar, Union Labor Requirementsor one-time agreements, temporary construction fencing,third-party insurance credits,

STAMPED ENGINERING CALCULATIONS NOT INCLUDED
Standard Terms and Conditions for Installation Ap Il
SIGNATURE BELO WACCEPTING THISPROPOSAL WILL CONSTITUTEA PURCHASE Total Weight - ORDER ONLY UPON APPROVAL BY LANDSCAPE STRUCTURES,INC.CUSTOMER RECEIPT OF AN ORD ER A CKNO WL ED GEMENT CONSTIT UTES SUCH APPRO VAL. SUBTOTAL MATERIAL $ - INSTALLATION $ 51,124.00
ACCEPTED BY CUSTOMER DATE

9.50% SALES TAX $ -
PRINT NAME PAYMENT&
8/17/22 PERFORMANCE BONDI $ 1,540.00
PROPOSED BY LSI REPRESENTATIVE DATE
Eric Lewis, Sales Representative TOTAL $52,664.00

PRINT NAME
Taxable: Freight No Installation No
Exhibit 2 Page4170f 1

EXHIBIT "C"

SOURCEWELL DOCUMENTS
Exhibit 2 �b

jn 0
Sourcewell
lu'I"inmlll
RFP #010521

REQUEST FOR PROPOSALS
for
Playground and Water Play Equipment with Related Accessories and Services Proposal Due Date: January 5, 2021, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Playground and Water Play Equipment with Related Accessories and Services to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https: LproEortal.sourcewell-mn. ov1. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than January 5, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered.

Solicitation Schedule
Public Notice of RFP Published: November 10, 2020
Pre-proposal Conference: December 3, 2020, 10:00 a.m., Central Time Question Submission Deadline: December 23, 2020, 4:30 p.m., Central Time Proposal Due Date: January 5, 2021, 4:30 p.m., Central Time Late responses will not be considered.

Opening: January 5, 2021, 6:30 p.m., Central Time ** **SEE RFP SUB-SECTION V.G."OPENING'
Rev.2/2020 Sourcewell RFP#010521
Playground and Water Play Equipment with Related Accessories and Services

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Exhibit 2 419

Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted.

In Canada, Sourcewell's contracts are available for use by:
• Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies; • Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly-funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Calgary, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities;
Rev.2/2020 Sourcewell RFP#010521
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Exhibit 2 420

For a listing of current United States and Canadian Participating Entities visit Sourcewell's website (note: there is a tab for each country's listing): https:/l www.sourcewell- mn.govesourcewell-for-vendorsLaEency-locator.

Proof of publication will be available at the conclusion of the solicitation process.

1. Sourcewell is seeking proposals for Playground and Water Play Equipment with Related Accessories and Services, including, but not to be limited to:
a. Playground equipment, site furnishings, site amenities, and accessories; Rev.2/2020 Sourcewell RFP#010521
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b. Water play and aquatic recreational structures and equipment, such as splash pads, waterparks, waterslides, playable fountains, ground sprays and activity towers; c. Playground surfacing and fall protection, and water play and aquatic recreational surfacing; and,
d. Services related to the solutions described in subsections 1. a. - c. above, including design-build services, site assessment, site preparation, installation, maintenance or repair, and warranty programs. However, this solicitation should NOT be construed to include "service-only" solutions. Proposers may include related services to the extent that these solutions are complementary to the offering of the equipment and products being proposed.

2. This solicitation does not include those equipment, products, or services covered under categories included in contracts currently maintained by Sourcewell:

1. Athletic Surfacing with Related Materials, Supplies, Installation, and Services (RFP #060518)

2. Athletic and Physical Education Equipment and Supplies with Related Accessories (RFP #071819)

3. Flooring Materials, with Related Supplies and Services (RFP#080819) Proposers may include related equipment, accessories, and services to the extent that these solutions are complementary to the equipment, products, or service(s) being proposed.

A Proposer may elect to offer a materials-only solution, a turn-key solution, or an alternative solution. Generally, a turn-key solution is most desirable to Sourcewell and its Participating Entities, however, it is not mandatory or required.

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Exhibit 2 422

1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes.

4. Delivered and operational. Unless clearly noted in the Proposal, equipment and products must be delivered to the Participating Entity as operational.

5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better.

D. ANTICIPATED CONTRACT TERM
Sourcewell anticipates that the term of any resulting contract(s) will be four (4) years. Up to two one-year extensions may be offered based on the best interests of Sourcewell and its Participating Entities.

E. ESTIMATED CONTRACT VALUE AND USAGE
Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $70 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed.

F. MARKETING PLAN
Proposer's sales force will be the primary source of communication with Participating Entities.

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Exhibit 2 423

G. ADDITIONAL CONSIDERATIONS

III. PRICING
A. REQUIREMENTS
All proposed pricing must be:

3. Stated in U.S. and Canadian dollars (as applicable); and

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Exhibit 2 424

B. ADMINISTRATIVE FEES
Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total salesto Participating Entities for all contracted equipment, products,or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative.

1. Clearly identify the affected article and section, and

2. Clearly note what language is requested to be modified.

Unclear requests will be automatically denied.

Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded vendor for signature.

V. RFP PROCESS
A. PRE-PROPOSAL CONFERENCE
Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted on page one of this RFP and on the Sourcewell Procurement Portal. The Rev.2/2020 Sourcewell RFP#010521
Playground and Water Play Equipment with Related Accessories and Services

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Exhibit 2 425

purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and Sourcewell's competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional.

B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION Questions regarding this RFP must be submitted through the Sourcewell Procurement Portal.

C. ADDENDA
Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential Proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda.

If an addendum is issued after a Proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the Proposer's proposal status to INCOMPLETE.The Proposer can view this status change in the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account. The Proposer is solely responsible to check the "MY BIDS" section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its Proposal (and up to the Proposal due date). If the Proposer's Proposal status has changed to INCOMPLETE, the Proposer is solely responsible to:
i) make any required adjustments to its proposal;
ii) acknowledge the addenda; and
iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above.

Rev.2/2020 Sourcewell RFP#010521
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Exhibit 2 426

Any and all costs incurred in responding to this RFP will be borne by the Proposer.

F. PROPOSAL WITHDRAWAL
Rev.2/2020 Sourcewell RFP#010521
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Exhibit 2 427

Prior to the proposal deadline, a Proposer may withdraw its proposal.

VI. EVALUATION AND AWARD
A. EVALUATION
It is the intent of Sourcewell to award one or more contracts to responsive and responsible Proposer(s) offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of Proposers that Sourcewell determines is necessary to meet the needs of Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following:
• The number of and geographic location of:
o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities' use.
o A Proposer's sales and service network to assure availability of product supply and coverage to meet Participating Entities' anticipated needs. • Total evaluation scores.
• The attributes of Proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell's knowledge about a specific vendor or product.

B. AWARD(S)
Award(s) will be made to the Proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP.

Sourcewell may request written clarification of a proposal at any time during the evaluation process.

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Exhibit 2 428

Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (available in the Sourcewell Procurement Portal):

A protest must include the following items:
• The name, address, and telephone number of the protester; • The original signature of the protester or its representative; • Identification of the solicitation by RFP number;
• A precise statement of the relevant facts;
• Identification of the issues to be resolved;
• Identification of the legal or factual basis;
• Any additional supporting documentation; and
• Protest bond in the amount of$20,000, except where prohibited by law or treaty.

Protests that do not address these elements will not be reviewed.

Sourcewell reserves the right to:
• Modify or cancel this RFP at any time;
• Reject any and all proposals received;
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Exhibit 2 429

• Reject proposals that do not comply with the provisions of this RFP; • Select, for contracts or for discussion, a proposal other than that with the lowest cost; • Independently verify any information provided in a Proposal; • Disqualify any Proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity's state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect;
• Waive or modify any informalities, irregularities, or inconsistencies in the proposals received;
• Clarify any part of a proposal and discuss any aspect of the proposal with any Proposer; and negotiate with more than one Proposer;
• Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and
• Award a contract to one or more Proposers if it is in the best interest of Participating Entities.

E. DISPOSITION OF PROPOSALS
All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the Proposer's responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law.

The Proposer understands that Sourcewell will reject proposals that are marked confidential or nonpublic, either substantially or in their entirety.

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Exhibit 2 430

Sourcewell
11/12/2020
Addendum No. 1
Solicitation Number: RFP 010521
Solicitation Name: Playground and Water Play Equipment with Related Accessories and Services
Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

We manufacture site amenities such as tables, bollards, benches, trash receptacles and more. We do not manufacture playgrounds or water play equipment. Based on this, can we bid as a provider of the equipment and installation of our product scope? Answer 1:

Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell's requested equipment, products, and services as described in RFP Section II. B (Requested Equipment, Products and Services).

Question 2:

Do we need to be able to provide all the items listed in the Requested Equipment, Products, or Services to respond to the RFP?
Answer 2:

Sourcewell is seeking "... the broadest possible selection of products/equipment and services being proposed ... to the largest possible cross-section of Sourcewell current and future Participating Entities." A proposer is not required to offer all possible products or services within the scope of the solicitation to be considered for award.

Only those products and services within the scope of the RFP will be included in any contract awarded by Sourcewell as a result of this solicitation. Proposals are evaluated based on the criteria stated in the RFP.

Exhibit 2 431

End of Addendum
Acknowledgement of this Addendum to RFP 010521 posted to the Sourcewell Procurement Portal on 11/12/2020, is required at the time of proposal submittal.

Exhibit 2 432

II
SOUrcewell
11/13/2020
Addendum No. 2
Solicitation Number: RFP 010521
Solicitation Name: Playground and Water Play Equipment with Related Accessories and Services
Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

We are a manufacturer's representative in New York. Will that disqualify us from an award?
Answer 1:

A proposer is not required to cover every geographic region to be considered for award.

Sourcewell is seeking solutions to serve the largest possible cross-section of current and potential Sourcewell Participating Entities. Refer to the RFP Article on Participating Entities and Use of the Resulting Contracts for details. Each proposal is evaluated based on the criteria stated in the RFP.

Question 2:

Are you looking for pour in place rubber surfacing?This will be hard to provide, as it is dependent on the equipment being used for fall height and location of the playground or park.

Answer 2:

Sourcewell utilizes a competitive, solutions-based solicitation approach that is not based on detailed specifications or finite quantities for our cooperative contract awards. A proposer can propose its entire line of equipment, products, and services falling within the scope of the RFP. Section II. B. of the RFP addresses the Requested Equipment, Products, or Services for this solicitation.

Exhibit 2 433

End of Addendum
Acknowledgement of this Addendum to RFP 010521 posted to the Sourcewell Procurement Portal on 11/13/2020, is required at the time of proposal submittal.

Exhibit 2 434

Sourcewell
11/19/2020
Addendum No. 3
Solicitation Number: RFP 010521
Solicitation Name: Playground and Water Play Equipment with Related Accessories and Services
Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Is this RFP the same as the previous Recreation and Playground Equipment, Accessories, and Supplies contract that expires on 4/14/21?
Answer 1:

The Sourcewell RFP is an open and competitive solicitation process. Each proposer, in its discretion, will propose the equipment, products, and services that it deems to fall within Sourcewell's requested equipment, products, and services as described in the RFP. Only those products within the scope of the RFP will be included in any contract awarded by Sourcewell as a result of the solicitation and each Proposal will be evaluated based on the criteria stated in the RFP. Each RFP is an opportunity independent of any other prior, current or future RFPs.

End of Addendum
Acknowledgement of this Addendum to RFP 010521 posted to the Sourcewell Procurement Portal on 11/19/2020, is required at the time of proposal submittal.

Exhibit 2 435

Sourcewell
12/7/2020
Addendum No. 4
Solicitation Number: RFP 010521
Solicitation Name: Playground and Water Play Equipment with Related Accessories and Services
Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

We are a manufacturer with dealers and sales partners in many states and provinces. If awarded a contract, are we able to assign the contract to the local partner so that we do not need to be registered to collect tax in every state and province? Answer 1:

Refer to RFP Section II. B.— Requested Equipment, Products, or Services—"... If Proposer requires the use of dealers, resellers, or subcontractors to provide the products or services, the Proposal should address how the products or services will be provided to Participating Entities and describe the network of dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract." It is left to the discretion of each proposer to determine the information or documentation necessary to best demonstrate their ability to serve Sourcewell Participating Entities and satisfy all the requirements of the RFP and the questionnaire tables. Proposals are evaluated based on the criteria stated in the RFP.

For additional detail on the requirement for awarded suppliers with respect to distributor/dealer networks, refer to Sourcewell Contract Template Section 2. C. — Dealers, Distributors, and/or Resellers.

End of Addendum
Acknowledgement of this Addendum to RFP 010521 posted to the Sourcewell Procurement Portal on 12/7/2020, is required at the time of proposal submittal.

Exhibit 2 436

Sourcewell
12/18/2020
Addendum No. 5
Solicitation Number: RFP 010521
Solicitation Name: Playground and Water Play Equipment with Related Accessories and Services
Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Is Table 5 required for submission? Will bid be considered incomplete without it? Answer 1:

It is left to the discretion of each proposer to determine the documentation necessary to satisfy all the requirements included in the questionnaire tables. All proposals are evaluated based on the criteria as stated in the RFP.

End of Addendum
Acknowledgement of this Addendum to RFP 010521 posted to the Sourcewell Procurement Portal on 12/18/2020, is required at the time of proposal submittal.

Exhibit 2 437

Sourcewell
12/22/2020
Addendum No. 6
Solicitation Number: RFP 010521
Solicitation Name: Playground and Water Play Equipment with Related Accessories and Services
Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Can we email our financial statements to a procurement representative for review rather than submitting in the portal?
Answer 1:

Proposer's complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule (RFP Section V. D.), and all relevant information should be included in the proposal (RFP Section II., G.) It is left to the discretion of each proposer to determine the method it deems best suited to submit its relevant information in a timely fashion through the Sourcewell Procurement Portal.

Question 2:

Are you selecting multiple suppliers for award?
Answer 2:

Refer to RFP Section VI. - EVALUATION AND AWARD, subsections A. and B., for information regarding Sourcewell's intent with respect to awards. No limit (floor or ceiling) on the number of awards has been imposed.

End of Addendum
Acknowledgement of this Addendum to RFP 010521 posted to the Sourcewell Procurement Portal on 12/22/2020, is required at the time of proposal submittal.

Exhibit 2 438

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 010521-LSI
ISOLTrc
Solicitation Number: RFP #010521

CONTRACT
This Contract is between Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Landscape Structures Inc., 601 71h St. S., Delano, MN 55328 (Vendor).

Sourcewell issued a public solicitation for Playground and Water Play Equipment with Related Accessories and Services from which Vendor was awarded a contract.

1. TERM OF CONTRACT
A. EFFECTIVE DATE. This Contract is effective upon the date of the final signature below.

B. EXPIRATION DATE AND EXTENSION. This Contract expires February 17, 2025, unless it is cancelled sooner pursuant to Article 22. This Contract may be extended up to one additional one-year period upon request of Sourcewell and with written agreement by Vendor.

C. SURVIVAL OF TERMS. Articles 11 through 14 survive the expiration or cancellation of this Contract.

Vendor's Equipment, Products, or Services Proposal (Proposal) is attached and incorporated into this Contract.

Rev. 10/2020 1
Exhibit 2 439

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E 010521-LSI
All Equipment and Products provided under this Contract must be new/current model. Vendor may offer close-out or refurbished Equipment or Products if they are clearly indicated in Vendor's product and pricing list. Unless agreed to by the Participating Entities in advance, Equipment or Products must be delivered as operational to the Participating Entity's site.

This Contract offers an indefinite quantity of sales, and while substantial volume is anticipated, sales and sales volume are not guaranteed.

B. WARRANTY. Vendor warrants that all Equipment, Products, and Services furnished are free from liens and encumbrances, and are free from defects in design, materials, and workmanship.

3. PRICING
All Equipment, Products, or Services under this Contract will be priced as stated in Vendor's Proposal.

Participating Entities reserve the right to inspect the Equipment and Products at a reasonable Rev. 10/2020 2
Exhibit 2 440

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 010521-LSI
time after delivery where circumstances or conditions prevent effective inspection of the Equipment and Products at the time of delivery.

Vendor must arrange for and pay for the return shipment on Equipment and Products that arrive in a defective or inoperable condition.

C. HOT LIST PRICING. At anytime during this Contract, Vendor may offer a specific selection of Equipment, Products, or Services at discounts greater than those listed in the Contract.

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 010521-LSI
restatement must include all Equipment, Products, and Services offered, even for those items where pricing remains unchanged.

A fully executed Sourcewell Price and Product Request Form will become an amendment to this Contract and be incorporated by reference.

Vendor is responsible for familiarizing its sales and service forces with Sourcewell contract use eligibility requirements and documentation and will encourage potential participating entities to join Sourcewell. Sourcewell reserves the right to add and remove Participating Entities to its roster during the term of this Contract.

6. PARTICIPATING ENTITY USE AND PURCHASING
A. ORDERS AND PAYMENT.To access the contracted Equipment, Products, or Services under this Contract, a Participating Entity must clearly indicate to Vendor that it intends to access this Contract; however, order flow and procedure will be developed jointly between Sourcewell and Vendor. Typically, a Participating Entity will issue an order directly to Vendor. If a Participating Entity issues a purchase order, it may use its own forms, but the purchase order should clearly note the applicable Sourcewell contract number. All Participating Entity orders under this Contract must be issued prior to expiration of this Contract; however, Vendor performance, Participating Entity payment, and any applicable warranty periods or other Vendor or Participating Entity obligations may extend beyond the term of this Contract.

Rev. 10/2020 4
Exhibit 2 442

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 010521-LSI
Vendor's acceptable forms of payment are included in Attachment A. Participating Entities will be solely responsible for payment and Sourcewell will have no liability for any unpaid invoice of any Participating Entity.

B. ADDITIONAL TERMS AND CONDITIONS/PARTICIPATING ADDENDUM. Additional terms and conditions to a purchase order, or other required transaction documentation, may be negotiated between a Participating Entity and Vendor, such as job or industry-specific requirements, legal requirements (e.g., affirmative action or immigration status requirements), or specific local policy requirements. Some Participating Entitles may require the use of a Participating Addendum; the terms of which will be worked out directly between the Participating Entity and the Vendor. Any negotiated additional terms and conditions must never be less favorable to the Participating Entity than what is contained in this Contract.

C. SPECIALIZED SERVICE REQUIREMENTS. In the event that the Participating Entity requires service or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in this Contract, the Participating Entity and the Vendor may enter into a separate, standalone agreement, apart from this Contract. Sourcewell, including its agents and employees, will not be made a party to a claim for breach of such agreement.

D. TERMINATION OF ORDERS. Participating Entities may terminate an order, in whole or in part, immediately upon notice to Vendor in the event of any of the following events:

1. The Participating Entity fails to receive funding or appropriation from its governing body at levels sufficient to pay for the goods to be purchased;

2. Federal, state, or provincial laws or regulations prohibit the purchase or change the Participating Entity's requirements; or

3. Vendor commits any material breach of this Contract or the additional terms agreed to between the Vendor and a Participating Entity.

E. GOVERNING LAW AND VENUE. The governing law and venue for any action related to a Participating Entity's order will be determined by the Participating Entity making the purchase.

Rev. 10/2020 5
Exhibit 2 443

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 010521-LSI
B. BUSINESS REVIEWS. Vendor must perform a minimum of one business review with Sourcewell per contract year. The business review will cover sales to Participating Entities, pricing and contract terms, administrative fees, supply issues, customer issues, and any other necessary information.

The Vendor will submit payment to Sourcewell for the percentage of administrative fee stated in the Proposal multiplied by the total sales of all Equipment, Products, and Services purchased by Participating Entities under this Contract during each calendar quarter. Payments should note the Vendor's name and Sourcewell-assigned contract number in the memo; and must be mailed to the address above "Attn: Accounts Receivable" or remitted electronically to Sourcewell's banking institution per Sourcewell's Finance department instructions. Payments must be received no later than 45 calendar days after the end of each calendar quarter.

Rev. 10/2020 6
Exhibit 2 444

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 010521-LSI
Vendor agrees to cooperate with Sourcewell in auditing transactions under this Contract to ensure that the administrative fee is paid on all items purchased under this Contract.

9. AUTHORIZED REPRESENTATIVE
Sourcewell's Authorized Representative is its Chief Procurement Officer.

10. AUDIT, ASSIGNMENT, AMENDMENTS, WAIVER, AND CONTRACT COMPLETE A. AUDIT. Pursuant to Minnesota Statutes Section 16C.05, subdivision 5, the books, records, documents, and accounting procedures and practices relevant this Agreement are subject to examination by Sourcewell or the Minnesota State Auditor for a minimum of six years from the end of this Contract. This clause extends to Participating Entities as it relates to business conducted by that Participating Entity under this Contract.

B. ASSIGNMENT. Neither the Vendor nor Sourcewell may assign or transfer any rights or obligations under this Contract without the prior consent of the parties and a fully executed assignment agreement. Such consent will not be unreasonably withheld.

C. AMENDMENTS. Any amendment to this Contract must be in writing and will not be effective until it has been fully executed by the parties.

D. WAIVER. If either party fails to enforce any provision of this Contract, that failure does not waive the provision or the right to enforce it.

E. CONTRACT COMPLETE. This Contract contains all negotiations and agreements between Sourcewell and Vendor. No other understanding regarding this Contract, whether written or oral, may be used to bind either party. For any conflict between the attached Proposal and the terms set out in Articles 1-22, the terms of Articles 1-22 will govern.

F. RELATIONSHIP OF THE PARTIES. The relationship of the parties is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their Rev. 10/2020 7
Exhibit 2 445

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 010521-LSI
respective businesses. This Contract does not create a partnership, joint venture, or any other relationship such as master-servant, or principal-agent.

12. GOVERNMENT DATA PRACTICES
Vendor and Sourcewell must comply with the Minnesota Government Data Practices Act, Minnesota Statutes Chapter 13, as it applies to all data provided by or provided to Sourcewell under this Contract and as it applies to all data created, collected, received, stored, used, maintained, or disseminated by the Vendor under this Contract.

13. INTELLECTUAL PROPERTY, PUBLICITY, MARKETING, AND ENDORSEMENT A. INTELLECTUAL PROPERTY

2. Limited Right of Sublicense. The right and license granted herein includes a limited right of each party to grant sublicenses to its and their respective distributors, marketing representatives, and agents (collectively "Permitted Sublicensees") in advertising and promotional materials for the purpose of marketing the Parties' relationship to Participating Entities. Any sublicense granted will be subject to the terms and conditions of this Article.

Each party will be responsible for any breach of this Article by any of their respective sublicensees.

3. Use, Quality Control.

Rev. 10/2020 8
Exhibit 2 446

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 010521-LSI
a. Sourcewell must not alter Vendor's Trademarks from the form provided by Vendor and must comply with Vendor's removal requests as to specific uses of its trademarks or logos.
b. Vendor must not alter Sourcewell's Trademarks from the form provided by Sourcewell and must comply with Sourcewell's removal requests as to specific uses of its trademarks or logos.

4. As applicable, Vendor agrees to indemnify and hold harmless Sourcewell and its Participating Entities against any and all suits, claims,judgments, and costs instituted or recovered against Sourcewell or Participating Entities by any person on account of the use of any Equipment or Products by Sourcewell or its Participating Entities supplied by Vendor in violation of applicable patent or copyright laws.

S. Termination. Upon the termination of this Contract for any reason, each party, including Permitted Sublicensees, will have 30 days to remove all Trademarks from signage, websites, and the like bearing the other party's name or logo (excepting Sourcewell's pre-printed catalog of vendors which may be used until the next printing). Vendor must return all marketing and promotional materials, including signage, provided by Sourcewell, or dispose of it according to Sourcewell's written directions.

D. ENDORSEMENT. The Vendor must not claim that Sourcewell endorses its Equipment, Products, or Services.

14. GOVERNING LAW,JURISDICTION, AND VENUE
Minnesota law governs this Contract. Venue for all legal proceedings out of this Contract, or its breach, must be in the appropriate state court in Todd County or federal court in Fergus Falls, Minnesota.

Rev. 10/2020 9
Exhibit 2 447

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 010521-LSI

15. FORCE MAIEURE
Neither party to this Contract will be held responsible for delay or default caused by acts of God or other conditions that are beyond that party's reasonable control. A party defaulting under this provision must provide the other party prompt written notice of the default.

16. SEVERABILITY
If any provision of this Contract is found to be illegal, unenforceable, or void then both Sourcewell and Vendor will be relieved of all obligations arising under such provisions. If the remainder of this Contract is capable of performance, it will not be affected by such declaration or finding and must be fully performed.

17. PERFORMANCE, DEFAULT, AND REMEDIES
A. PERFORMANCE. During the term of this Contract, the parties will monitor performance and address unresolved contract issues as follows:

B. DEFAULT AND REMEDIES. Either of the following constitutes cause to declare this Contract, or any Participating Entity order under this Contract, in default:

1. Nonperformance of contractual requirements, or

2. A material breach of any term or condition of this Contract.

Rev. 10/2020 10
Exhibit 2 448

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E 010521-LSI
• Exercise any remedy provided by law or equity, or
• Terminate the Contract or any portion thereof, including any orders issued against the Contract.

18. INSURANCE
A. REQUIREMENTS. At its own expense, Vendor must maintain insurance policy(ies) in effect at all times during the performance of this Contract with insurance company(ies) licensed or authorized to do business in the State of Minnesota having an "AM BEST" rating of A- or better, with coverage and limits of insurance not less than the following:

1. Workers'Compensation and Employer's Liability.

Workers' Compensation: As required by any applicable law or regulation.

Employer's Liability Insurance: must be provided in amounts not less than listed below:

Minimum limits:
$500,000 each accident for bodily injury by accident
$500,000 policy limit for bodily injury by disease
$500,000 each employee for bodily injury by disease

Minimum Limits:
$1,000,000 each accident, combined single limit
Rev. 10/2020 11
Exhibit 2 449

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E 010521-LSI

4. Umbrella Insurance. During the term of this Contract, Vendor will maintain umbrella coverage over Workers' Compensation, Commercial General Liability, and Commercial Automobile.

Minimum Limits:
$2,000,000

5. Professional/Technical, Errors and Omissions, and/or Miscellaneous Professional Liability. During the term of this Contract, Vendor will maintain coverage for all claims the Vendor may become legally obligated to pay resulting from any actual or alleged negligent act, error, or omission related to Vendor's professional services required under this Contract.

Minimum Limits:
$2,000,000 per claim or event
$2,000,000—annual aggregate
Failure of Vendor to maintain the required insurance will constitute a material breach entitling Sourcewell to immediately terminate this Contract for default.

Failure to request certificates of insurance by Sourcewell, or failure of Vendor to provide certificates of insurance, in no way limits or relieves Vendor of its duties and responsibilities in this Contract.

D. WAIVER OF SUBROGATION. Vendor waives and must require (by endorsement or otherwise) all its insurers to waive subrogation rights against Sourcewell and other additional insureds for losses paid under the insurance policies required by this Contract or other insurance applicable to the Vendor or its subcontractors. The waiver must apply to all deductibles and/or self-insured retentions applicable to the required or any other insurance Rev. 10/2020 12
Exhibit 2 450

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 010521-LSI
maintained by the Vendor or its subcontractors. Where permitted by law, Vendor must require similar written express waivers of subrogation and insurance clauses from each of its subcontractors.

E. UMBRELLA/EXCESS LIABILITY/SELF-INSURED RETENTION. The limits required by this Contract can be met by either providing a primary policy or in combination with umbrella/excess liability policy(ies), or self-insured retention.

19. COMPLIANCE
A. LAWS AND REGULATIONS. All Equipment, Products, or Services provided under this Contract must comply fully with applicable federal laws and regulations, and with the laws in the states and provinces in which the Equipment, Products, or Services are sold.

20. BANKRUPTCY, DEBARMENT, OR SUSPENSION CERTIFICATION
Vendor certifies and warrants that it is not in bankruptcy or that it has previously disclosed in writing certain information to Sourcewell related to bankruptcy actions. If at any time during this Contract Vendor declares bankruptcy, Vendor must immediately notify Sourcewell in writing.

21. PROVISIONS FOR NON-UNITED STATES FEDERAL ENTITY PROCUREMENTS UNDER

Rev. 10/2020 13
Exhibit 2 451

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E 010521-LSI
The following list only applies when a Participating Entity accesses Vendor's Equipment, Products, or Services with United States federal funds.

A. EQUAL EMPLOYMENT OPPORTUNITY. Except as otherwise provided under 41 C.F.R. § 60, all contracts that meet the definition of"federally assisted construction contract" in 41 C.F.R. § 60-

C. CONTRACT WORK HOURS AND SAFETY STANDARDS ACT (40 U.S.C. § 3701-3708). Where applicable, all contracts awarded by the non-federal entity in excess of$100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. §§ 3702 and 3704, as supplemented by Department of Labor regulations (29 C.F.R. § 5).

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E 010521-LSI
hours in the work week. The requirements of 40 U.S.C. § 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into this Contract. Vendor certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Vendor must comply with applicable requirements as referenced above.

F. DEBARMENT AND SUSPENSION (EXECUTIVE ORDERS 12549 AND 12689). A contract award (see 2 C.F.R. § 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. §180 that implement Executive Orders 12549 (3 C.F.R. § 1986 Comp., p. 189) and 12689 (3 C.F.R. § 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Vendor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E 010521-LSI
agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 U.S.C. § 1352. Vendors must disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier to tier up to the non-federal award. Vendors must file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 U.S.C. § 1352).

L. PROCUREMENT OF RECOVERED MATERIALS (2 C.F.R. § 200.322). A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 C.F.R. § 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines.

Rev. 10/2020 16
Exhibit 2 454

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 010521-LSI

22. CANCELLATION
Sourcewell or Vendor may cancel this Contract at any time, with or without cause, upon 60 days' written notice to the other party. However, Sourcewell may cancel this Contract immediately upon discovery of a material defect in any certification made in Vendor's Proposal.

Cancellation of this Contract does not relieve either party of financial, product, or service obligations incurred or accrued prior to cancellation.

Sourcewell Landscape Structures Inc.

DocuSigned by: DocuSigned by:

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By: COFD2A139D06489._ By: 1AMM886566403_.

Jeremy Schwartz Fred Caslavka
Title: Director of Operations & Title: Chief Financial Officer Procurement/CPO
Date:
2/15/2021 1 10:32 PM CST Date: 2/15/2021 1 11:44 AM PST Approved:

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By:

Chad Coauette
Title: Executive Director/CEO
2/15/2021 1 10:43 PM CST
Date:

Rev. 10/2020 17
Exhibit 2 455

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E RFP 010521 - Playground and Water Play Equipment with Related Accessories and Services
Vendor Details
Company Name: Landscape Structures Inc.

Does your company conduct
business under any other name?If No
yes, please state:
601 7th Street S.

Address:

Delano, MN 55328
Contact: Elaine Harkess
Email: [email protected]
Phone: 763-972-5243
Fax: 763-972-3185
HST#: 41-0971842
Submission Details
Created On: Friday November 20,2020 15:44:26
Submitted On: Tuesday January 05,2021 14:56:03
Submitted By: Elaine Harkess
Email: [email protected]
Transaction#: 9a53de68-bd30-44d7-924d-6248bbd8d68b
Submitter's I Address: 96.39.128.58
PA[A n2ber: RFP 010521 456 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E Specifications
Table 1: Proposer Identity&Authorized Representatives
General Instructions (applies to all Tables) Sourcewell prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark"NA" if the question does not apply to you (preferably with an explanation).

Line Question Response*
Item
1 Proposer Legal Name (and Landscape Structures Inc. applicable d/b/a, if any):
2 Proposer Address: 601 7th ST S
Delano, MN 55328
3 IProposer website address: https:/t www.playlsi.com/ 4 Proposer's Authorized Fred Caslavka
Representative (name, title, Chief Financial Officer address, email address & phone) 601 7th ST S
(The representative must have Delano, MN 55328
authority to sign the "Proposer's [email protected] Assurance of Compliance" on 763-972-5362
behalf of the Proposer and, in the
event of award, will be expected
to execute the resulting contract):
5 Proposer's primary contact for this Elaine Harkess proposal (name, title, address, Contract Administrator email address & phone): 601 7th ST S
Delano, MN 55328
[email protected]
763-972-5243
6 Proposer's other contacts for this David Smith proposal, if any (name, title, Vice President of Sales address, email address & phone): 601 7th ST S
Delano, MN 55328
[email protected]
763-972-5205
Table 2: Company Information and Financial Strength
Line Question Response*
Item
PA[A n2ber: RFP 010521 457 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E 7 Provide a brief history of your company, Landscape Structures celebrates its 50th Anniversary in 2021. including your company's core values, Our vision is to be the industry leader in innovation and operational excellence, have business philosophy, and industry longevity the best sales consultants and be the most highly recognized manufacturer of related to the requested equipment, products commercial playground equipment. We strive to offer world class service and or services. products with our continuous improvement processes, and values-based employee culture.

Landscape Structures was founded in 1971 by Steve King and Barb King (1947- 2008). Steve is a landscape architect with a keen eye for beautiful aesthetics and functionality. Steve is also the creator of the concept of continuous play and was the first to interconnect play events including slides, climbers, horizontal ladders and more. The continuous play concept allowed him to create more play value in a smaller space and encourage more social interaction and skill development among children. Barb was educated as a home economist with a talent for organization development and the ability to plan, coordinate and execute. Their complementary styles and backgrounds proved to be the right combination as they turned a great idea into a successful business. Now, almost 50 years later, the company is a global leader in the commercial playground industry with nearly 500 employees, approximately 500,000+ square feet of manufacturing space in Minnesota and over 300 playground consultants spread across the world.

Landscape Structures is one of the few remaining independently owned manufacturers of playground equipment. We are 100 percent employee owned (ESOP), and each and every employee is committed to creating playgrounds and play spaces that encourage kids of all ages and abilities to learn persistence, leadership, competition, bravery, support and empathy through play. We push the limits to help kids realize there is no limit to what they can do today and in the future. Our core values-- relationships, integrity, commitment, innovation, team and passion—enable us to fulfill our mission of enhancing the lives of children through play while honoring the environment. For a better tomorrow, we play today. Cofounder and Chairman Steve King is the only leader of a playground company who is also a landscape architect.

With Steve's passion for creating playground products and designs that go beyond ADA requirements, we create truly inclusive play environments for children of all abilities. We also push the design envelope by creating some of the most creatively themed play events in the world, along with nature-inspired playground equipment that blends into the surrounding environments.

Landscape Structures' overall reputation in the marketplace is based on offering leading edge innovation and best value. Independent research conducted with the recreation industry over several years indicated superiority in areas of product quality, product innovation, custom capabilities, environmental stewardship, and customer service. Our products are of the highest quality and best long-term value to the customer. Our attention to detail in manufacturing and design along with the durability and product performance in the field, has earned us this reputation.

See attached Landscape Structures History for more detailed information. 8 What are your company's expectations in the Landscape Structures currently holds a Sourcewell contract (April 2017 thru April event of an award? 2022 (extended in response to customer request)). We have seen sales under this contract nearly double from 2018 to 2020.

If we are awarded a new Sourcewell contract, we expect the strong growth to continue. The Landscape Structures team is finishing one of the most challenging year's in our country's history with no lapse in service, no manufacturing delays and an increase in sales under our current Sourcewell contract. Our team continued to deliver at 99.1% on time with 94.3% clean shipments which was similar to the past 5 years. We have an established history and customer base to continue growing these sales. As customers look for more streamlined methods to make their purchases and purchasing vehicles to help make the most of their project dollars, we anticipate sales under cooperative contracts will continue to grow. With our strong dealer network and our ability to provide personalized service through that partnership, we believe our existing customers will continue to purchase Landscape Structures' products while at the same time referring new customers who will see the benefits of utilizing the Sourcewell contract.

PU[A n2ber: RFP 010521 458 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E 9 Demonstrate your financial strength and Landscape Structures Inc. (LSI) was a privately owned manufacturer until 2012 when stability with meaningful data. This could it became 100% employee owned. Historically, we have only provided limited include such items as financial statements, financial information to parties other than our financial institutions and insurance SEC filings, credit and bond ratings, letters company. For competitive reasons we are very protective of this information. of credit, and detailed reference letters.

Upload supporting documents (as applicable) However, we understand our financial stability is a critical aspect in the decision- in the document upload section of your making process. Landscape Structures employs nearly 500 people who, once response. eligibility requirements are met, all participate as owners of the company through a qualified Employee Stock Ownership Plan and Trust. On December 31, 2020 our total assets were over $90 million, our current ratio was 2.9 and our fixed charge coverage ratio was over 15.2 (U.S. Bank requires it to be no less than 1.15). We also have a $20.0 million line of credit with U.S. Bank that is rarely drawn upon and had an outstanding balance of zero on the date of this response as well as on December 31, 2020, 2019 and 2018. PriceWaterhouseCoopers LLP has issued clean opinions for the each of the past 29 years they audited Landscape Structures Inc. The clean opinion for 2019 and 2018 is attached. We anticipate another clean opinion to be issued for 2020 when the audit is completed in August of 2021.

Our current bonding capacity of $10,000,000 is also testimony by an independent third party of their belief in our ability to meet our obligations. We have the ability to increase the limit but have not found a business need to do so. As you are probably already aware, sureties like International Fidelity Insurance Company (AM Best rating of A-, Financial Size Category VII) insure to a zero-loss ratio and base their limits on the financial substance and stability of the company they are bonding.

We have supplemented this information with our bank and trade references. LSI has been working with U.S. Bank for over 29 years and many of our key suppliers over a similar time period. In totality this information should provide you with the assurance that we have the financial means to fulfill our short and long-term obligations.

If you determine that the information is inadequate, I would welcome and appreciate the opportunity to discuss this so that I may address any of your concerns.

Fred Caslavka, MBA, CMA, CPA (inactive)
Chief Financial Officer and Risk Manager
Direct: 763-972-5362
Cell: 763-221-0067
Report of Independent Auditors and Bank & Supplier References are attached. 10 What is your US market share for the Market share data is confidential and typically not disclosed. However, we are highly solutions that you are proposing? confident we hold significant market share. Based on the most recent information from IPEMA (International Play Equipment Manufacturer's Association) LSI estimates its U.S. market share at 22%. IPEMA members voluntarily report their sales to IPEMA which in turn supplies summary information to its members. 11 What is your Canadian market share for the Based on the most recent information from IPEMA (International Play Equipment solutions that you are proposing? Manufacturer's Association) LSI estimates its Canadian market share at 25%.

IPEMA members voluntarily report their sales to IPEMA which in turn supplies summary information to its members.
12 Has your business ever petitioned for Landscape Structures has never filed a petition for bankruptcy protection. bankruptcy protection? If so, explain in detail.

PA[A n2ber: RFP 010521 459 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E 13 How is your organization best described: is it Landscape Structures is a manufacturer. We market our products through a global a manufacturer, a distributor/dealer/reseller, or network of 50 independent sales organizations comprised of more than 700 sales a service provider? Answer whichever and service people. The sales organizations have exclusive territories and are not question (either a) or b) just below) best allowed to carry competing product lines. In the U.S. these independent sales applies to your organization. organizations provide full sales and service coverage for all 50 states. As a 100% a) If your company is best described as a employee owned company with Landscape Structures being the sole legal entity distributor/dealer/reseller (or similar entity), under which our products are sold, our sales organizations do not compete against provide your written authorization to act as a other entities owned by us. In short, Landscape Structures is not owned by another distributor/dealer/reseller for the manufacturer company, nor do we own any other companies that are selling and marketing similar of the products proposed in this RFP. If products that effectively compete against each other. Landscape Structures products applicable, is your dealer network account for more than 50% of the total revenue for 32 of the 36 North American independent or company owned? sales organizations. The percentage increases significantly when complimentary lines b) If your company is best described as a and services such as surfacing and installation are included. All of which would not manufacturer or service provider, describe be sold if it were not for the sale of our products. your relationship with your sales and service
force and with your dealer network in The distribution structure at Landscape Structures is led by our Vice President of delivering the products and services proposed Sales, two North American Regional Sales Managers, Custom Sales Manager and in this RFP. Are these individuals your International Sales Manager. employees, or the employees of a third party?
The independent sales organizations each maintain a team of sales representatives and support staff who serve the clients in their respective territories. Our sales organizations have been with Landscape Structures for an average of 25 years with several of our largest currently being led by the 2nd generation. Our shared values and commitment to serving our customers are the foundation of our relationship. The long tenure has resulted in strong synergies and shared quality, service and delivery values. We consider our sales channel true partners, and an integral part of the Landscape Structures family.
14 If applicable, provide a detailed explanation The playground industry does not require any special licenses to be held by outlining the licenses and certifications that manufacturers. are both required to be held, and actually Landscape Structures is proud to be at the forefront of an industry that cares about held, by your organization (including third children. We promote healthy kids and a sustainable world. We are one of the parties and subcontractors that you use) in founders of the International Play Equipment Manufacturers Association (IPEMA), an pursuit of the business contemplated by this organization that promotes quality and safety for all playground manufacturers. It is a RFP. member-driven international trade organization that represents and promotes an open market for manufacturers of play equipment of which Landscape Structures has been a member in good standing since its inception. In the interest of playground safety, IPEMA provides a Third Party Certification Service whereby a designated independent laboratory validates a participant's certification of conformance to ASTM F1487, Standard Consumer Safety Performance Specification for Playground Equipment for Public Use, except sections 7.1.1, 10 and 12.6.1; CAN/CSA Z614, Children's Playspaces and Equipment Standards, except clauses 9.8, 10 and 11; or both. The use of the corresponding logo in the Landscape Structures catalog signifies that Landscape Structures Inc. has received written validation from the independent laboratory that the product(s) associated with the use of the logo conforms with the requirements of the indicated standards.

CSA: The Canadian Standards Association. Nearly all equipment developed by Landscape Structures is certified to meet CAN/CSA-Z614-07, the Children's Playspaces and Equipment Standard, through IPEMA.

CPSIA Safety Compliance: At Landscape Structures, product safety is a top priority.

We believe there is no investment more valuable than the protection and safety of our children. That's why we always strive to go beyond the minimum safety requirements and build this value into every piece of playground equipment we produce.

The Consumer Products Safety Improvement Act (CPSIA) of 2008 specifies safe limits on the maximum allowable amount of lead in paints, coatings and other materials used on children's products, and sets limits on certain heavy metals and six different phthalates (plasticizers used to make vinyl and other plastics soft and flexible) used in certain toys and childcare articles. Landscape Structures has tested hundreds of materials to validate compliance to this safety act.

All products manufactured and distributed through Landscape Structures meet or exceed the requirements of the CPSIA.

ISO Certification: ISO (the International Organization for Standardization) is a worldwide federation of national standards bodies (ISO member bodies). Its purpose is to promote common standards for businesses worldwide.

ISO 9001:2015 has a process-oriented structure, is customer focused and emphasizes continuous improvement in quality.

ISO 14001:2015 drives us toward operating in a manner that is environmentally conscious.

Both standards provide guidelines for establishing a company's quality and environmental management programs. In 1998 Landscape Structures became the first play equipment manufacturer to be certified in ISO 9001 and ISO 14001. Annual audits by a 3rd party are required to maintain these certifications which LSI has done successfully for each year since 2015 through the date of this response.

What does this mean to a customer?
This means that a customer can purchase from Landscape Structures, a premier commercial playground equipment manufacturer, with confidence because we have the PU[A n2ber: RFP 010521 460 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E processes in place to consistently manufacture the highest quality products while being conscious of how we are impacting the environment.

Although not an industry requirement, Landscape Structures requires members of our staff to be certified by the National Playground Safety Institute (NPSI). This includes many of our product development team, playground design team and our technical services (installation support) team. This ensures our customers receive the benefit of the knowledge of and compliance with government standards. This occurs at all levels from the development of the equipment, design of the play structures, through installation and maintenance services.

In addition, many key staff members are actively involved in the development of the standards for our industry. Steve King, co-founder and chairman, is an American Society of Landscape Architects (ASLA) Fellow, a Certified Playground Safety Inspector, and a founding member and past President of IPEMA (International Play Equipment Manufacturers Association). Steve has been chairman of a task group of the American Society for Testing and Materials (ASTM) that worked with the U.S.

Consumer Products Safety Commission (CPSC) to update the ASTM F1487 Specification: a voluntary safety and accessibility standard for public playground equipment designed for children ages 2 to 12. His task group had the added responsibility of developing playground accessibility standards to comply with the Americans with Disabilities Act (ADA). Landscape Structures was also the first company to develop new playground events specifically meeting ADA requirements.

Randy Watermiller, Vice President of Product Development, has been with Landscapes Structures Inc. for 27 years. Randy serves as a committee member for ASTM, has served as President of IPEMA, and is currently the Treasurer of IPEMA.

He is certified by NRPA as a Certified Playground Safety Inspector (CPSI).

Tom Fitzpatrick, P.E. Product Development Engineer, has been with Landscape Structures for 15 years. Tom serves as a committee member for ASTM, is a member of the IPEMA Equipment Certification Committee and is certified by NRPA as a Certified Playground Safety Inspector (CPSI).

Landscape Structures is authorized to sell products in all 50 states. We currently hold contractor's licenses in the states of Alabama, Arizona, Arkansas, California, Florida, Hawaii, Idaho, Louisiana, Maryland, Mississippi, New Jersey, New Mexico, Tennessee and Washington (other states may not require them) allowing us to provide turn-key solutions to our customers in all of the states.

Third Party Certifications
Landscape Structures requires all playground equipment installers, with which we subcontract, to be manufacturer trained. Once trained, these installers are issued a Certified Installers Certificate. Many of our installers are also NPSI trained and Certified Playground Safety Inspectors. Installers are expected to maintain required permits and licenses applicable in their state to perform their work in a legal and professional manner. If required by local regulations, installers may also be required to be OSHA certified.

Most members of our independent sales team are NPSI certified. This ensures that when they are meeting with a customer, the customer has the assurance of working with an experienced and knowledgeable playground expert. Our sales organizations hold necessary contractor licenses as required.
15 Provide all "Suspension or Debarment' NONE — Landscape Structures has never been suspended or debarred. information that has applied to your
organization during the past ten years.

PA[A n2ber: RFP 010521 461 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E Table 3: Industry Recognition & Marketplace Success
Line Question Response*
Item
16 Describe any relevant industry awards or 2020 Nineteen-year participant in the annual EPCOT International Flower & recognition that your company has received Garden Festival (since 2001) in the past five years 2019 Landscape Structures was honored with the Best in Show award at the NRPA Annual Conference in Baltimore, MD
2018 Landscape Structures recognized for its Total Retirement Offering at the 2018 Plan Sponsor of the Year Awards. The company was honored for its innovation in helping employees reach a secure retirement. 2017 Landscape Structures receives a LAMMY Advertising Award for Best Message by Landscape Architecture Magazine
2016 Winner of the EpiserverTm North American Website Awards for Best 13213 Website
2016 Winner of Minnesota PRSA Classics Award for community relations campaign on inclusive play
2015 Pat Faust inducted as an Honorary Member of the American Society of Landscape Architects (ASLA)
2015 Landscape Structures receives Landscape Architecture Magazine Advertising Award (LAMMY) for Most Persuasive ad
2015 Winner of Landscape Architect Magazine's Advertising Award (Lammy) for Best Graphic Presentation
17 What percentage of your sales are to the Sales to the government sector accounts for 52% of our sales over the last 3 governmental sector in the past three years years. The government sector comprises the majority of our sales. This segment is critical to our business and growth prospects, as well as our overall success. 18 What percentage of your sales are to the Sales to the education sector accounts for 32% of our sales over the last 3 years. education sector in the past three years The education sector also makes up a significant portion of our sales and is key to our business and growth prospects, as well as our overall success. 19 List any state, provincial, or cooperative Landscape Structures currently holds cooperative purchasing contracts with the purchasing contracts that you hold. What is following agencies:
the annual sales volume for each of these Sourcewell contracts over the past three years? HGAC
NASPO ValuePoint
NCPA
National IPA/Omnia Partners
TIPS
New York State Contract
Ohio State Contract
Minnesota State Contract
California Multiple Award Schedule (CMAS)
KCDA (King County Directors Association)
Please see attached document "Cooperative Purchasing Contracts" for annual sales volume for 2018-2020.
20 List any GSA contracts or Standing Offers Landscape Structures does not hold any GSA contracts or Standing Offers and and Supply Arrangements (SOSA) that you Supply Arrangements. hold. What is the annual sales volume for
each of these contracts over the past three
years?
Table 4: References/Testimonials
Line Item 21. Supply reference information from three customers who are eligible to be Sourcewell participating entities.

Entity Name* Contact Name* Phone Number*
City of Los Angeles Department of Michael Shull, General Manager 818-524-9053 Recreation & Parks [email protected]
Maryland National Capital Park & Planning Bridget Stesney, Division Chief 301-699-2533 Commission [email protected]
Arlington Heights School District #25 Ryan Schulz, Buildings & Grounds Director (847) 506-6900 [email protected]
PA[A n2ber: RFP 010521 462 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E Table 5: Top Five Government or Education Customers
Line Item 22. Provide a list of your top five government,education, or non-profit customers (entity name is optional), including entity type,the state or province the entity is located in, scope of the project(s),size of transaction(s), and dollar volumes from the past three years.

Entity Name Entity Type State 1 Scope of Work* Size of Transactions Dollar Volume Past Three Province�" Years*
See attached Government New York-NY Varies by project to include Varies by project - see See attached supply equipment, installation, site attached.
work, protective surfacing
See attached Government ON-Ontario Varies by project to include Varies by project - see See attached supply equipment, installation, site attached.
work, protective surfacing
See attached Government California-CA Varies by project to include Varies by project - see See attached supply equipment, installation, site attached.
work, protective surfacing
See attached Education New Mexico- Varies by project to include Varies by project - see See attached NM supply equipment, installation, site attached. work, protective surfacing
See attached Education Illinois-IL Varies by project to include Varies by project - see See attached supply equipment, installation, site attached.
work, protective surfacing
Table 6: Ability to Sell and Deliver Service
Describe your company's capability to meet the needs of Sourcewell participating entities across the US and Canada, as applicable. Your response should address in detail at least the following areas: locations of your network of sales and service providers, the number of workers(full-time equivalents) involved in each sector, whether these workers are your direct employees(or employees of a third party), and any overlap between the sales and service functions.

Line Question Response*
Item
23 Sales force. Landscape Structures does not have a direct sales force. We partner with a network of exclusive independent sales representatives, led by our Vice President of Sales, two North America Regional Sales Managers, a Custom Sales Manager and International Sales Manager. We have an internal customer experience team who works with our distributor network supporting service on a daily basis. 24 Dealer network or other distribution methods. Landscape Structures' sales team is comprised of 50 independent organizations, 36 in North America and 14 internationally. A total of 300+ salespeople focus 100 percent of their attention on the sales and service of the products considered in this RFP.

Landscape Structures playground equipment, fabric shade, water play equipment, site amenities, fitness equipment and surfacing are our sales reps' primary business. They also carry complementary product lines and services so their total offering of products and services provide member agencies with a turn-key solution for their park and playground needs.
25 Service force. Landscape Structures' goal is to provide the highest quality of service possible. We understand it is a journey that will never end which meshes perfectly with our continuous improvement culture. Our customer experience team is a long tenured group whose job is 100 percent customer service focused. The team's slogan is "we support play". These team members support specific geographical territories and focus on everything service related including presale designs through post installation field support. They have ISO-audited standard work processes that have proven to be very successful. Responses are same day. Our corrective action process includes meeting weekly to review any issues and discuss proactive opportunities for greater service.

In addition, Landscape Structures' technical services team has two full-time staff members devoted to installation concerns and questions from both professional installers and customers. Our technical services team is available 24 hours a day, 7 days a week via a toll-free hotline.

PA[A n2ber: RFP 010521 463 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E 26 Describe in detail the process and Hours of operation vary between local offices but are typically 8 a.m. to 5 p.m., procedure of your customer service Monday through Friday. Many offices have personnel available for early morning, program, if applicable. Include your evening or weekend appointments to accommodate their customers. Landscape response-time capabilities and Structures' customer experience team members, referenced earlier, are available from commitments, as well as any incentives that 7 a.m. to 6 p.m. CT, Monday through Friday. Furthermore, our contact center help your providers meet your stated representatives are available from 8 a.m. to 5 p.m. CT, Monday through Friday. We service goals or promises. also offer a toll-free hotline for installation questions 24 hours a day, 7 days a week.

Landscape Structures has a standard work, ISO audited customer service program.

Our primary process is called CCN (customer contact note). CCNs come in from the field and address concerns about shipping shortages, freight damage, warranty issues, etc. We respond to CCNs within 24 hours, document and review weekly with operations. This process results in corrective action and continuous improvement efforts. Replacement parts are another unique aspect of Landscape Structures customer service and manufacturing expertise. We are the only play equipment company in the world that supplies replacement parts irrespective of the age of the equipment. The replacement parts will be identical to the original equipment except in situations where the original product has been redesigned for safety or conformance reasons. In these situations, Landscape Structures will provide replacements that are similar in form, fit and function. Our archived records include all documentation of orders including customer purchase orders, playground layout drawings, order acknowledgements, invoices, shipment documents and more. Standard lead time on replacement parts is nine business days, same lead time as provided on all of our standard play equipment. Upon request most standard hardware can be supplied next day while common painted welded parts can be shipped within 24 to 72 hours.

Part of our post-sale customer service is a customer satisfaction survey that is sent out eight weeks after every order is shipped. Feedback and results of those surveys are recorded, shared and followed up with our local representative organizations. 27 Describe your ability and willingness to Landscape Structures has nearly 50 years of experience successfully providing the provide your products and services to products and services represented by this RFP to the same customer base Sourcewell participating entities in the Sourcewell represents in their participating entities. We have a network of United States. independent sales representatives which covers all areas of the United States including Alaska and Hawaii. In cooperation with our sales channel, we are dedicated to continuing our legacy of providing premier products and services to the same customers Sourcewell serves.
28 Describe your ability and willingness to Landscape Structures has the ability and willingness to offer Sourcewell in Canada. provide your products and services to We have a long-established and successful sales network covering all Canadian Sourcewell participating entities in Canada. provinces and territories and have a growing market share (currently estimated at 25%) in Canada.
29 Identify any geographic areas of the United Landscape Structures has the ability and fully intends to serve the entire United States or Canada that you will NOT be fully States. In fact, we must serve the entire United States as that is what our current serving through the proposed contract. customer base currently requires and has required for decades.

We have the ability to fully serve Canada but due to administrative challenges of direct selling in Canada we are not planning to include Canada immediately if awarded. We are continually evaluating the potential of contract sales in Canada and are open to including Canada if the interest from Canadian customers changes. 30 Identify any Sourcewell participating entity N/A - Landscape Structures has the ability and fully intends to serve all Sourcewell sectors (i.e., government, education, not-for- participating entity sectors. In fact, Sourcewell's entity sectors are currently and have profit) that you will NOT be fully serving been for over 30 years, our core customer base. We have built our business around through the proposed contract. Explain in serving these entity sectors. detail. For example, does your company
have only a regional presence, or do other
cooperative purchasing contracts limit your
ability to promote another contract?
Define any specific contract requirements or N/A — Landscape Structures does not have any specific contract requirements or restrictions that would apply to our restrictions for participating entities in Hawaii, Alaska or any U.S. Territory. participating entities in Hawaii and Alaska
Land
in US Territories.

PU[A n2ber: RFP 010521 464 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E Table 7: Marketing Plan
Line Question Response*
Item
32 Describe your marketing strategy for Upon contract award and notification to our sales channel, our immediate plan would be to promoting this contract opportunity. send out co-branded press releases and social media announcements. As is currently, Upload representative samples of your Sourcewell's presence on our website would continue to provide links and all other pertinent marketing materials (if applicable) in contract details and information. In addition, we would continue to advertise our Sourcewell the document upload section of your contract with our current trade audience and promote at applicable trade shows. We would response. continue to partner with our sales channel on direct mail and/or email campaigns to send to their local territories, markets and customers.

Landscape Structures has a strong marketing team with specialists in communications, public relations, advertising, graphic design, multimedia design and production, web and social media. Our marketing materials are innovative, professional, and reflect our brand image of quality and customer focus. We have the ability to create and collaborate on the most effective marketing approaches to promote the contract whether the format is digital or printed. We have robust capabilities and produce most of our marketing materials internally. Four examples of internal marketing materials are included in an electronic format. Examples included with this RFP are Play Catalog, SkyWays Catalog, Aquatix Catalog, and Hedra Brochure.

In addition, Landscape Structures' entire product line can be viewed and/or downloaded directly from our Virtual Catalogs page on our website. Visit https://www.playlsi.com/en/view- playground-catalogs/ to view the most current version of our catalogs and product brochures. 33 Describe your use of technology and Landscape Structures uses the latest technology as it relates to our digital footprint. Our digital data (e.g., social media, public website, playlsi.com, will continue to promote the Sourcewell contract. Our metadata usage) to enhance representative organizations rely on PlayCentral, our extranet, as a source of information marketing effectiveness. where all of the contract details and marketing tools are available 24 by 7. We are active participants in social media outlets such as Facebook, Twitter and Instagram, as well as sending regular email communications to our client base. Additionally, we invest in ongoing organic and paid search efforts to improve our visibility to the marketplace. We would use a variety of digital vehicles to promote the Sourcewell contract and are open to, and constantly search for, new outlets to communicate awareness of the contract. In addition, our sales channel uses their websites, social media, email and other local and regional marketing to further the reach of Landscape Structures messages. 34 In your view, what is Sourcewell's role Our view of Sourcewell's role in promoting an awarded contract is a collaborative one. As in promoting contracts arising out of we have done in the past, we would request that Sourcewell staff participate in webinars this RFP? How will you integrate a and live meetings with our rep network. We would also continue to ask for assistance with Sourcewell-awarded contract into your specific agencies when needed. We want to be included in Sourcewell's marketing efforts sales process? among other contract holders to bring depth and strength to the program. We also appreciate Sourcewell's participation in conferences specific to our industry such as NRPA.

We will continue to collaborate with Sourcewell on new marketing opportunities.

Sourcewell is already integrated into our sales process with many of our sales reps leading with Sourcewell as their primary contract vehicle. Our sales leaders would continue to educate and promote the Sourcewell contract to new and existing sales reps. We will update the current Sourcewell specific marketing to further encourage use of the contract. 35 Are your products or services No. Due to the unique nature of designing play structures and playground environments to available through an e-procurement meet individual customer needs and comply with government regulations (CPSC, ASTM, ordering process? If so, describe your ADAAG) applicable to public playgrounds, it is not feasible to provide online ordering. To e-procurement system and how date, governmental and educational customers have not expressed any interest in governmental and educational purchasing our products and/or services in this manner. customers have used it.

Table 8: Value-Added Attributes
Line Question Response*
Item
PU[A n2ber: RFP 010521 465 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E 36 Describe any product, equipment, Landscape Structures offers many education and training sessions free of maintenance, or operator training charge. "Playground Safety and Maintenance — Keeping Your Playground Safe and programs that you offer to Compliant" is one of the topics provided in our Learning Academy program. Other topics Sourcewell participating entities. offered are: Designing Natural Play Environments; Inclusive Play; Designing Fitness-Focused Include details, such as whether Playgrounds. The Landscape Structures Learning Academy provides opportunities to training is standard or optional, customers to earn CEUs (Continuing Education Units - Park and Recreation) or PDHs who provides training, and any (Professional Development Hours - Landscape Architects) and gain valuable information they costs that apply. can use in their everyday work. Landscape Structures is an Authorized Provider by the International Association for Continuing Education and Training (IACET). In obtaining this approval, Landscape Structures has demonstrated that it complies with the ANSI/IACET Standards, which are widely recognized as standards of good practice internationally. As a result of our Authorized Provider status, Landscape Structures is authorized to offer IACET CEUs for its programs that qualify under the ANSI/IACET Standards. IACET is the organization NRPA uses for accreditation. All trainings provided are optional. The trainings are a regular practice at Landscape Structures and available to all Sourcewell members, either in person or online. See attached Learning Academy brochure for more information on courses offered or visit our website at https://www.playlsi.com/en/playground-planning- tools/education/continuing-education-seminars/
37 Describe any technological Landscape Structures invests heavily in the latest equipment and training to ensure the advances that your proposed highest quality play equipment is provided to our customers. Our product development team products or services offer. of 25 professionals is the largest among U.S. based playground manufacturers. Our annual spend on technology exceeds $4.5M. We implement the latest technology in our manufacturing processes in order for us to improve our service levels and expand our product offering. One example is DigiFuse@ technology, which provides vivid, full-color, photo- realistic graphics to create one-of-a-kind playground designs. Images are fused onto metal panels using a proprietary process to create engaging graphical elements for the optimal combination of beauty, durability and play value. We continue to invest in new capabilities that enhance our innovation and allow us to lead the market. To see more of our capabilities, see attached brochures: DigiFuse Inspirations, Concrete Solutions and Custom Playgrounds.
38 Describe any "green" initiatives Landscape Structures has a long-standing history of environmental awareness. Through our that relate to your company or to more than 75,000 playgrounds worldwide, we've helped create healthy kids and a sustainable your products or services, and world. Long before it was fashionable, Landscape Structures built a culture of sustainability, include a list of the certifying designing products that keep kids active, while going far beyond what was required to agency for each. protect the environment during manufacturing processes.

In fact, we began putting formal environmental processes in place more than 20 years ago, and Landscape Structures received its certification to the ISO 14001 environmental standard more than a decade ago. We are the first playground manufacturer in North America to receive that certification of environmental responsibility.

Landscape Structures has been recognized as a Minnesota Waste Wise Leader for its outstanding waste reduction and recycling efforts.

We partner with American Forests to plant trees to offset the carbon produced during the manufacturing of every play structure we sell, supporting the planting of more than 350,000 trees since 2010.

In 2008, we received the Tekne Green Award for our commitment to sustainability.

Landscape Structures believes in and practices building environmentally preferable playground products through one-playground flow manufacturing.
"The foremost environmental protection is to design and produce products that last and perform for a very long time." -Steve King, Cofounder and Chairman, Landscape Structures Design
• Each person involved in the design and production of our play structures is an owner of the company, and quality and environmental stewardship are integral parts of our culture • Evos@ playsystem: No PVC and provides a 30 percent smaller carbon footprint than traditional play structures
• Weevos@ playsystem: Offers a 17 percent smaller carbon footprint and is 100 percent recyclable at the end of its life.
• Recycled Permaleneg panels offer post-consumer recycled content of 73 percent.

Manufacturing
• Green Boards track the environmental aspects and impacts of each stage of production and document improvements made to reduce these impacts
• Steel and aluminum arrive cut to length to eliminate waste • High-efficiency light fixtures reduce energy use
• Recapture and use heat energy from curing oven
• Industry-leading recycling rates for all manufacturing waste Packaging
• Individualized, custom installation documents — no wasted pages • Automated wrapping to reduce waste
• Most packaging materials are recyclable and are provided with recycling instructions Transportation
• Whenever possible, playground equipment shipments are pooled to conserve the use of fossil fuels and limit the production of greenhouse gases PU[A n2ber: RFP 010521 466 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E 39 Identify any third-party issued eco- NA - Landscape Structures does not currently have any third-party eco-labels or certifications labels, ratings or certifications that in this category. your company has received for the
equipment or products included in
your Proposal related to energy
efficiency or conservation, life-cycle
design (cradle-to-cradle), or other
green/sustainability factors.
40 Describe any Women or Minority Landscape Structures is neither a woman-owned business nor a certified small business Business Entity (WMBE), Small entity. We do utilize several woman-owned, minority-owned and/or small businesses through Business Entity (SBE), or veteran our supplier network, sales distribution channel and subcontractors. Our 100% ESOP owned owned business certifications that company by definition cannot qualify for certification as a W/MBE. your company or hub partners
have obtained. Upload
documentation of certification (as
applicable) in the document upload
section of your response.
41 What unique attributes does your We are particularly proud of our continuous improvement culture at Landscape Structures. company, your products, or your This way of doing business measures the quality of our equipment and our total customer services offer to Sourcewell experience. "Cool Journey", our formal continuous improvement program, started in the Fall of participating entities? What makes 1999 and has dramatically improved our lead times, efficiencies and organizational your proposed solutions unique in effectiveness. Even though our standard lead time is two (2) weeks on standard products, your industry as it applies to our "lean" manufacturing practices and one order flow enables us to consistently manufacture Sourcewell participating entities? an entire order within two days. The two-week lead time is set so that demand on production can be spread out or smoothed.

Through our Kaizen events and daily improvement efforts, we have tackled thousands of issues throughout the company; from significantly improving paint line changeover times to decreasing the cost of our annual catalog. In all opportunities, the cross-functional thought and talent of our empowered employee-owners have found innovative solutions to help us run better, faster and smarter.

Here is a sample of the improvements we have made that result in providing our customers with a premier experience:
• Manufacturing lead-time has been reduced from 40 days to 2 days. • Most replacement parts are shipped out within two business days. We have provided replacement parts on product that was installed in the late 1970s. Promptly responding to replacement part requests reduces the amount of time children can't play on the equipment and significantly reduces the chances of a child getting injured. We have maintained on-time, clean deliveries to our customers over 99.4% of the time for nine years running. No other play equipment manufacturer in the world does this.
• If a customer contacts us with a challenge, we document it, trend it and drill down to the source to make sure it does not happen again.
• Safety — Kaizen activity has focused on safety and ergonomics since the start of 2009.

During one event alone we implemented over 50 improvements! There are many things that distinguish Landscape Structures from our competitors:
manufacturing excellence, the highest quality product, and product innovation are a few. Our biggest value to our customers is the total cost of ownership: our product is built to last. We have an unparalleled commitment to Inclusive Play and lead the industry with the movement to create the best play spaces for children of all abilities. We partner with experts and organizations that help us respond to societal issues. Topics such as fighting childhood obesity, bringing nature inspired play opportunities to children, creating multi generational recreation areas, promoting intense engagement on the playground, exercising the mind and body through innovative play are just a few of the areas we take very seriously. We have capabilities like no other manufacturer to provide custom solutions to playground projects, an emerging trend in our industry. As an ESOP organization, the biggest differentiation Landscape Structures has is our people — a culture of ownership, pride, and continuous improvement.

PU[A n2ber: RFP 010521 467 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E Table 9: Warranty
Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may upload representative samples of your warranty materials (if applicable) in the document upload section of your response in addition to responding to the questions below.

Line Question Response*
Item
42 Do your warranties cover all products, parts, and Product warranties do not cover labor. If purchased through Landscape labor? Structures, installation will be warrantied for one year.

See attached manufacturer warranties.
43 Do your warranties impose usage restrictions or No, Landscape Structures warranties do not impose usage restrictions. other limitations that adversely affect coverage?
44 Do your warranties cover the expense of No. Due to the variables impacting travel time and mileage there is no technicians' travel time and mileage to perform feasible way to calculate these factors to cover all potential situations. warranty repairs? Landscape Structures has playground equipment in both highly populated areas as well as very remote locations.
45 Are there any geographic regions of the United Although a certified technician/installer is not required to replace/install States or Canada (as applicable) for which you warranty parts on Landscape Structures playground equipment, it is highly cannot provide a certified technician to perform recommended. We have a network of certified installers available in all areas warranty repairs? How will Sourcewell participating of the continental U.S., Alaska and Hawaii. Sourcewell members should entities in these regions be provided service for contact their local sales representative for assistance with service for warranty warranty repair? repair.
46 Will you cover warranty service for items made by Warranty issues for items made by other manufacturers would be passed on other manufacturers that are part of your proposal, to the applicable equipment manufacturer. However, the bottom line is if the or are these warranties issues typically passed on other manufacturer(s) does not support their warranty, Landscape Structures to the original equipment manufacturer? will work with the customer to make it right. 47 What are your proposed exchange and return As an indication of our commitment to customers, Landscape Structures will programs and policies? accept returns of new structures and/or new equipment purchased within 60 days of the original invoice date. Advance notification is necessary to ensure proper credit. Parts not included in this return policy are custom parts (including PlayShaper@ posts), as well as used or damaged parts. A 20 percent restock fee plus all return freight charges will apply to all product returns.
48 Describe any service contract options for the items Maintenance contracts are offered through some of our sales organizations. included in your proposal.

Table 10: Payment Terms and Financing Options
Line Question Response*
Item
49 What are your payment terms (e.g., net 10, net 30)? Standard payment terms are net 30 days from invoice date. 50 Describe any leasing or financing options available for use Landscape Structures partners with NCL Government Capital (NCL) by educational or governmental entities. to offer Sourcewell members a complete suite of finance solutions.

NCL is a current Sourcewell financing contract holder (#011620-NCL) and is an industry expert in municipal financing solutions. NCL will offer leasing terms from 12-120 months on transactions from $5,000 and up. Traditional leasing and financing programs will be offered along with programs specifically designed for schools and governmental entities including Tax-Exempt Municipal Leases and a Purchase Order Only program.

There is no ownership, common ownership, or control between Landscape Structures and NCL or any other leasing company. In addition, Landscape Structures is not incented financially to use NCL or any other leasing company.
51 Briefly describe your proposed order process. Include As we have been doing since April 2017, if awarded, all Sourcewell enough detail to support your ability to report quarterly contract orders will be made directly between the customer and sales to Sourcewell as described in the Contract template. Landscape Structures with service provided through our sales For example, indicate whether your dealer network is network. Orders will be submitted to the corporate office. Once included in your response and whether each dealer (or entered and processed, the customer will receive an order some other entity) will process the Sourcewell participating acknowledgement listing all the equipment and/or services they are entities' purchase orders. purchasing along with the scheduled ship date of the order. This allows for internal auditing of each purchase order against the requirements of the contract and insures accurate quarterly reporting. 52 Do you accept the P-card procurement and payment Yes, P-cards are accepted up to $3,000 at time of order with no process? If so, is there any additional cost to Sourcewell additional cost to the customer. participating entities for using this process?
PU[A n2ber: RFP 010521 468 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E Table 11: Pricing and Delivery
Provide detailed pricing information in the questions that follow below. Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract as desribed in the RFP, the template Contract, and the Sourcewell Price and Product Change Request Form.

Line Question Response*
Item
53 Describe your pricing model (e.g., line-item discounts or Landscape Structures strives to provide a fair and easily understood product-category discounts). Provide detailed pricing data pricing model. Therefore, we are proposing a single discount (including standard or list pricing and the Sourcewell percentage off list price (with a volume discount) on our park and discounted price) on all of the items that you want playground equipment and a single discount percentage off list price Sourcewell to consider as part of your RFP response. If for our Aquatix product line. Aquatix Mechanicals and Design applicable, provide a SKU for each item in your proposal. Services and all ancillary products and services are priced on a Upload your pricing materials (if applicable) in the document guaranteed not to exceed model. A complete price list showing list upload section of your response. price is attached. Price list includes unique model numbers for all products offered.

Since its inception, Landscape Structures goal has been to provide the highest quality and innovative products and services at a fair price while providing exceptional value. Even though value is defined differently by each customer, Landscape Structures strives to attract and retain customers that define it with characteristics such as durability, great service, working with a manufacturer that "does the right thing" irrespective of the wording of the warranty, values relationships and gives back to the community. Throughout its history, Landscape Structures has NEVER had a "sale". Unlike many other manufacturers, we don't inventory finished product so "excess inventory" does not drive our spring or fall pricing. We do not offer "Grant" programs that are merely disguised discounts. We do not utilize a retail pricing model whereby the product is priced above market and offered at a significant "discount" to entice potential buyers to act so they can take advantage of the limited time "discount". Our contract discounts are not intended to be recovered through higher markups on freight, installation or other products and services. When we became frustrated with competitors offering a "lifetime" warranty that included small print restrictions essentially reducing the warranty period to a few years, Landscape Structures began offering a warranty defined in years. The 100-year warranty on certain items seen today originated from this clarification. 54 Quantify the pricing discount represented by the pricing Landscape Structures is proposing a six (6) percent discount off list proposal in this response. For example, if the pricing in price on Landscape Structures play and shade equipment. your response represents a percentage discount from MSRP We are proposing a five (5) percent discount off list price on or list, state the percentage or percentage range. Aquatixg by Landscape Structures products.

Mechanical and Design Services provided by Aquatix are priced on a line item basis.
55 Describe any quantity or volume discounts or rebate An additional two (2) percent discount off list price on Landscape programs that you offer. Structures play and shade equipment is offered for orders exceeding $80,000 in equipment (total discount of eight (8) percent). No additional discounts are offered for Aquatix.

Volume rebate programs will be considered on a case-by-case basis with the Sourcewell member. Landscape Structures would extend that same volume discount program to all Sourcewell members, provided the same or similar volume commitment is given.
56 Propose a method of facilitating "sourced" products or Landscape Structures local sales representatives work closely with related services, which may be referred to as "open market" individual customers to determine their unique playground project items or "nonstandard options". For example, you may needs. Once the needs are identified, the sales representative works supply such items "at cost" or "at cost plus a percentage," with local suppliers to propose applicable sourced or you may supply a quote for each such request. products/equipment and services to provide a turn-key project.

Installation services offered through our certified installer network is provided on a "not to exceed" percentage of list price of Landscape Structures equipment on a state-by-state basis. Sourced product/equipment and related services will be quoted on a cost-plus basis not to exceed a 25% margin. Landscape Structures custom products are quoted on a per project basis and receive the same discount applied to our standard equipment. Landscape Structures PebbleFlex@ and AquaFlex@ surfacing systems are quoted on a per project basis.

PA[A n2ber: RFP 010521 469 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 57 Identify any element of the total cost of acquisition that is Bonding is not included in pricing. If bonding is required, the cost is NOT included in the pricing submitted with your response. 3% of the purchase order total payable to Landscape Structures.

This includes all additional charges associated with a
purchase that are not directly identified as freight or Also excluded are installation services, site preparation, unloading of shipping charges. For example, list costs for items like pre- equipment upon delivery, safety audits and inspections. All of these delivery inspection, installation, set up, mandatory training, or services can be contracted through Landscape Structures and they initial inspection. Identify any parties that impose such costs will be provided by qualified independent, third party and their relationship to the Proposer. vendors/contractors. 58 If freight, delivery, or shipping is an additional cost to the To best serve our customers and provide them the best price for Sourcewell participating entity, describe in detail the shipping, Landscape Structures provides freight FOB Destination, Pre- complete freight, shipping, and delivery program. paid and Added. Freight is calculated on the entire order (not per component) and quoted based on negotiated shipping rates. Custom freight quotes are requested on orders which contain over-sized components that have been identified by our shipping department Once Landscape Structures receives an order, the product is entered in the computerized scheduling system. Based on the product ordered, a ship date is scheduled. Every order generates a Sales Order Acknowledgement detailing to the customer what they ordered.

The Scheduled Ship Date is included on this acknowledgement, which is mailed and/or emailed directly to the customer. If there are any conflicts with the shipping schedule, the customer works with their local sales representative to coordinate any adjustments.

Landscape Structures has a 99.8 percent on-time shipping rate. In the event there is a delay in shipment, the local sales representative is notified. They in turn notify the customer to work out a satisfactory solution for the customer. Possible options include but are not limited to splitting the delayed items into a separate shipment at no charge to the customer; shipping the entire order at a later date agreed upon by the customer and possibly expediting the shipment to meet the customer's requirements.
59 Specifically describe freight, shipping, and delivery terms or Shipping, delivery, exchange and return programs for Alaska, Hawaii programs available for Alaska, Hawaii, Canada, or any and other offshore orders are treated in the same manner as orders offshore delivery. shipping to the continental United States with the exception of ocean freight. On ocean freight shipments, the maintenance kit, which contains touch-up paint cannot be shipped with the product, so it is shipped via air freight.
60 Describe any unique distribution and/or delivery methods or Landscape Structures prides itself on how it packages its products. options offered in your proposal. We go to great lengths to ensure the product is delivered to the site undamaged. Landscape Structures will work with individual customers to accommodate any special shipping requirements.

Individually marked hardware packets create efficiency for installation and accuracy of contents.

Table 12: Pricing Offered
Line The Pricing Offered in this Proposal is: Comments Item
61 b.the same as the Proposer typically offers to GPOs,cooperative procurement organizations,or state purchasing departments.

PA[A n2ber: RFP 010521 470 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E Table 13: Audit and Administrative Fee
Line Question Response*
Item
62 Specifically describe any self-audit process or program that you All Sourcewell customer orders will be directly invoiced by plan to employ to verify compliance with your proposed Contract Landscape Structures. As orders are received and submitted with Sourcewell. This process includes ensuring that Sourcewell into our order processing system, they will be flagged as participating entities obtain the proper pricing, that the Vendor Sourcewell contract orders. A daily report is generated reports all sales under the Contract each quarter, and that the alerting our Contract Administrator of all contract orders keyed Vendor remits the proper administrative fee to Sourcewell. the previous day. This contract coding is also the basis for all quarterly reporting and administrative fee payments.

All discounts on orders require a discount code which
provides another checkpoint to ensure the order has received pricing in compliance with the contract. The Sourcewell discount code will be keyed on the order alerting our
accounting personnel to verify the order has received the proper pricing.

All order keyers and accounting personnel are trained to review orders for contract compliance.

Landscape Structures shares the responsibility for the contract discount with the local sales representative. If they fail to submit the order correctly, they do not receive Landscape Structures' share of the discount and must cover the entire amount themselves. This provides a monetary incentive for the sales representative to submit the order with the correct contract information.

As an approved supplier on the Sourcewell contract for the past 3-Y2 years, we are unaware of any instances of non- compliance with the contract. We have incorporated the necessary controls to ensure compliance.
63 Identify a proposed administrative fee that you will pay to Landscape Structures is respectfully proposing consideration Sourcewell for facilitating, managing, and promoting the Sourcewell of a 1.5% administrative fee on the net sales price of all Contract in the event that you are awarded a Contract. This fee is products and services (excluding freight, bonding fees and typically calculated as a percentage of Vendor's sales under the taxes). Even though we believe the current 2% fee is not a Contract or as a per-unit fee; it is not a line-item addition to the major deterrent, internally marketing the lower fee to our sales Member's cost of goods. (See the RFP and template Contract for channel will make the Sourcewell contract that much more additional details.) attractive for them to promote over other contracts in our portfolio.

Table 14A: Depth and Breadth of Offered Equipment Products and Services Line Question Response*
Item
64 Provide a detailed description of the Landscape Structures is offering a turn-key solution to the marketplace need for equipment, products, and services that you playground and recreation-related equipment, accessories and supplies. are offering in your proposal.

Landscape Structures offers a full product suite that includes standard and custom playground equipment, freestanding play, shade, surfacing, sports & fitness equipment, site furnishings and splashpads. Turnkey services are offered to include design and site consultation, installation and site construction services.

To complement and enhance park and playground projects, we can provide turn-key solutions through our partnerships to include, but are not limited to, installation, site work (i.e., grading, concrete walkways, landscaping, drainage solutions), shelters, site amenities, waterplay, and independent safety audits. These are sourced products and services.
65 Within this RFP category there may be Playgrounds subcategories of solutions. List subcategory Recreation titles that best describe your products and Shade
services. Playground surfacing
Outdoor exercise equipment
Site amenities or furnishings such as picnic tables, benches and trash receptacles Aquatic solutions and splash pads
Table 14B: Depth and Breadth of Offered Equipment Products and Services PA[A n2ber: RFP 010521 471 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E Indicate below if the listed types or classes of equipment, products, and services are offered within your proposal. Provide additional comments in the text box provided, as necessary.

Line Item Category or Type Offered Comments 66 Playground equipment, site furnishings, site r. Yes Landscape Structures' products amenities, and accessories. r No include playground equipment for all ages and abilities.

Children ages 6 to 23 months are
gaining strength, stability and motor
skills, along with a host of other
physical and cognitive skills.

At ages 2 to 5, children are
developing physical play and are
thinking more creatively. We have
many playground designs that offer
age-appropriate play to test their
motor skills, strength, agility and
more. Equipment includes Weevosg,
arches with no prescribed entry
points; PlayShaperg, playgrounds
scaled for preschoolers and
PlaySenseg and Smart Play@,
preconfigured toddler playgrounds
Our PlayShaperg, Smart Play@,
Weevosg, PlaySenseg and Smart
Play@ playsystems support physical
and cognitive development by
following standard learning curricula
for infants, toddlers and preschoolers.

They're also designed to meet the
unique safety needs of these age
groups
Kids ages 5 to 12 need physical and
mental challenges while they play. Our
commercial playground equipment for
5- to 12-year-olds help them develop
balance, coordination, muscle
endurance, problem-solving skills,
social skills and much more.

Equipment includes Evos8, gyroscopic-
shaped playground equipment;
PlayBoosterg, our gold standard in
playground design, and PlaySenseg
and Smart Play@, preconfigured
playgrounds
Kids 13+ love to stay active through
play. We offer a wide variety of
playground activities that meet the
needs of this group to keep them
engaged and challenged. From
challenging net climbers to outdoor
fitness products, you'll find choices
that this hard-to-please age group will
love.

Site Amenities and Furnishings
include shade structures, picnic
tables, benches, trash receptacles
and more—all designed to coordinate
with your playground. Choose from
our, Nature-Inspired Collection, Vivid
Collection and more. The right pieces
will create a clean, safe and
welcoming spot for the whole
community.

PA[A n2ber: RFP 010521 472 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 67 Water play and aquatic recreational structures and G Yes With nearly 35 years of water equipment. r No experience, Aquatix (formerly Aquatic Recreation Company) is a leader in
water feature, splash park, and spray
park design, fabrication and
construction. Pioneering integrated
recirculation systems, the company
provides a sustainable solution that
empowers hours of innovative activity
without water consumption limits, and
the only manufacturer to offer a
completely UL Listed system.

By joining forces with leading
playground equipment manufacturer
Landscape Structures, Aquatix applies
the ground-breaking design and
innovation they are known for to the
creation of imaginative new water
experiences. Both Aquatix and
Landscape Structures lead the way in
forward thinking design, leadership in
the industry, and all-around play
knowledge.

Designed and engineered in-house,
Aquatix focuses on creating
interactive water park and splash pad
products that encourage kids to
experience water in novel ways. From
aim-and-sprays to dumping buckets,
ground sprays and much more, our
water products provide an inclusive,
sensory-rich play experience in water
for children of all ages and abilities.

Aquatix products meet or exceed
ADA standards of accessibility for
inclusive water play. Recycled
materials and earth conscious
manufacturing practices make Aquatix
a leader in sustainability in aqua play
products. Even more, Aquatix offers
versatility by being a water play
design and engineering company that
uses stainless steel, fiberglass, and
GFRC materials.

PU[A n2ber: RFP 010521 473 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E 68 Playground surfacing and fall protection, and water G Yes Landscape Structures surfacing play and aquatic recreational surfacing. r No options include PebbleFlex@ 2.0, a Landscape Structures product
provided by Surface America, which
combines the benefits of design,
technology and safety into one
revolutionary, high-performance
breakthrough surfacing solution and
AquaFlex@ Porous Water Play and
Pool Surfacing - Surfacing Solutions
for Outdoor Water Play Areas.

AquaFlex@ Porous, a Landscape
Structures product provided by
Surface America, is the most
common application for outdoor water
play environments, such as municipal
water play areas, splash pads and
pool decks, as it allows water to
penetrate through the surface. Even
more, it helps evacuate water off the
surface to allow for better traction.

Landscape Structures combines the
benefits of design, technology and
safety into a revolutionary, high-
performance breakthrough surfacing
solution. AquaFlex@ is the best
surfacing option for your water play
and pool deck needs.
69 Services related to the solutions above. r: Yes Landscape Structures, and our local r No sales channel, partners with
manufacturer-certified playground
installers and local contractors to
provide installation services and other
site work related to your playground
project to provide turn-key solutions.

These relationships mean the
customer receives the benefit of best
pricing available.

Table 15: Industry Specific Questions
Line Question Response*
Item
70 If you are awarded a contract, provide a Landscape Structures' sales leadership team uses Power BI to obtain current few examples of internal metrics that will information on contract usage. The finance team also provides quarterly and annual be tracked to measure whether you are contract usage reports to the executive and sales leadership teams. All contract having success with the contract. sales are coded for easy data retrieval. Reporting shows how the contract is doing against company sales by month, quarter and against previous years. It provides sales data segmented geographically and by sales organization. In addition, it provides a comprehensive list of sales by order size and repeat customers. This reporting allows us to see where the contract is strongest and areas across the country that our sales leadership team can focus on to increase usage of the Sourcewell contract.
71 Describe how your offering addresses the We believe good design matters. Whether realized or not, design affects our needs of user's safety, well-being, and perceptions and experiences. Our environment influences how we engage, learn and range or level of accessibility? develop.

A playground is a social space, and every child is different. We design with these differences in mind, in ways that respect and honor each pathway, while offering fun and exciting new challenges. There's nothing better than seeing a child's curiosity rewarded with the joy of discovery.

Safety is Our Top Priority. Kids are always finding new and inventive—but not necessarily safe—ways to play on or around playground equipment. And while they may scrape an elbow or bruise a shin, it's important to take steps to eliminate the risk of more serious mishaps. We make playground safety a top priority at Landscape Structures, and we'll help keep kids safe with our age-appropriate products, safety surfacing and shade systems. We certify our products comply with standards to help keep your kids safe while they play.

PU[A n2ber: RFP 010521 474 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E Landscape Structures has been actively involved with ASTM International (formerly American Society for Testing and Materials) in the development and on-going updates to ASTM F1487 (Standard Consumer Safety Performance Specification for Playground Equipment for Public Use) for the design, manufacture, installation and maintenance of public playground equipment. We are also a charter member of the International Play Equipment Manufacturers Association (IPEMA).

All standard products covered under the scope of the Standard in our 2020 (and upcoming 2021) Playground Catalog have been tested and certified to be in compliance with the requirements of the ASTM F1487-17 Safety Standard, except where noted. Our facilities, procedures and test results have been validated by an independent testing laboratory according to procedures set forth by the IPEMA. To verify product certification, visit www.ipema.org .

It is our opinion we also conform to the U.S. Consumer Products Safety Commission's (CPSC) Handbook for Public Playground Safety published in 2010, with the exception of Rhapsody Outdoor Musical Instruments. Most of our playstructures are also designed to be in compliance with the 2010 ADA Standard for Accessible Design.

The company has had continuous certification to the quality standard, ISO 9001, since 1996 and to the environmental standard, ISO 14001, since 1998. The pursuit of ISO certification helped Landscape Structures establish its quality management systems and establish the infrastructure for continued growth.

Landscape Structures received our ISO 9001 certification in 1996 and were the first U.S. commercial playground equipment manufacturer to achieve this standard. In 1998, we were certified to ISO 14001 as the first U.S. playground equipment manufacturer and seventh company in the state of Minnesota to achieve the highest standard for conservation and recycling process. We comply with the latest versions of both the 9001 and 14001 standards for both our play and shade divisions.

What this means is that you can purchase park and playground equipment from us with confidence because we have processes in place to manufacture a quality product while being conscious of how we are impacting the environment.

We offer a playground safety program to help teach elementary school students the importance of safe play. The program, featuring the Super Safety Team, Guardians of the Playground, contains practical tools for schools.

In addition, Landscape Structures has developed and made available Continuing Education Sessions approved by both the International Association for Continuous Education and Training (IACET) and the Landscape Architecture Continuing Education System TM (LA CES). Sessions related to safety include the following:

Maintaining Safe Play Environments
Play it Cool: Have Fun in the Sun with Shade
Designing a Safe Spray Park
Inclusive Play Allows Children of All Abilities to Grow Together. We believe all kids are created equal. That's why we create play environments using inclusive playground equipment that welcome kids and families of all abilities to learn, play and grow together.

Inclusive Play Design Philosophy: Our inclusive playground designs promote A Higher Level of Inclusive Play@ by addressing accessibility, age and developmental appropriateness and sensory-stimulating activity.

Our team of designers follows the Seven Principles of Universal Design to create a playground that best fits the needs of those in your community:

1. Equitable Use. The design is useful to people with diverse abilities.

2. Flexibility in Use. The design accommodates a wide range of individual preferences and abilities.

3. Simple and Intuitive Use. Use of the design is easy to understand regardless of the user's experience, knowledge, language skills or current concentration level.

4. Perceptible Information. The design communicates necessary information effectively to the user regardless of ambient conditions or the user's sensory abilities.

5. Tolerance for Error. The design minimizes hazards and the adverse consequences of accidental or unintended actions.

6. Low Physical Effort. The design can be used efficiently and comfortably.

7. Size and Space for Approach and Use. Appropriate size and space are provided for approach, reach, manipulation and use regardless of user's body size, posture or mobility.

Universal Design is a framework for the design of environments, products, buildings, ideas and more with the express goal that they be usable by the widest range of abilities. This framework influences our Inclusive Play Design Philosophy to ultimately increase access, safety, comfort and social participation within our play environments.

PA[A n2ber: RFP 010521 475 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E To help achieve our goals, Landscape Structures works with the following partners because we believe in what they are doing to create equity through play. Giving all children the opportunity to play together teaches them about their differences and their commonalities, thus eliminating bias.

Sensory Processing Disorder (SPD) Foundation and STAR Center Inclusion Matters@ by Shane's Inspiration
The Miracle League@
To learn more about our Inclusive Play Partners, visit our website at https://www.playlsi.com/en/playg round-design-ideas/inclusive-play/partnerships/ 72 Describe how your offering addresses the Landscape Structures' Design Philosophy: Creating Space for Future Leaders user's desire to customize the offering
(e.g. themes, etc.).

We believe Design Matters. Play Matters More.@
For us, design refers to what a play structure looks like as much as it does to the play value built into it. We simply cannot design one without the other.

And for one good reason: Play value is what creates return visitors. That's why Landscape Structures designs play environments to be newly fresh and exciting upon every visit. Children enjoy a hive of activity that sparks the imagination, facilitates discovery and lends itself to new adventure.

Integrated play opportunities ensure that there are always multiple options for a child's next move. Inclusive play spaces encourage children of all abilities to play alongside one another.

And so we ask ourselves: Is it extremely fun? Once a playground has captured a child's attention, does it hold their attention better than a video game? Does it cause them to return on a regular basis? Do they bypass other playgrounds to get to it? Does it imprint itself upon their memory and become part of their childhood story? When those answers are yes, a destination playground has become a legend. By design.

A Customized Experience — No company has more design talent, material options, advanced manufacturing capabilities or can provide more guidance to bring a unique destination to life. We learn about goals and vision, and work collaboratively to make it real.

Whether a distinctive landscape, historical homage, custom fantasy or abstract wonderland, our design inspiration can jumpstart imagination. We strive to build something iconic together that will engage communities for decades.

Landscape Structures has a long history of innovation and custom offerings. With our concrete operations, shade/heavy play capabilities as well as our basic manufacturing operations we have the ability to design and build almost anything our customers can imagine. We have a dedicated team of Custom Engineers and Custom Designers whose dedicated purpose is to design what the customer has envisioned. Whether the request is something as simple as adding a school logo or school colors to the play structure, creating a unique signage or as comprehensive as creating a completely unique themed playground we have the staff in place to make dreams come true.

PU[A n2ber: RFP 010521 476 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E 73 Identify any certification(s) that your ISO: Landscape Structures is certified to the latest versions of both the 9001 and business or the products included in your 14001 standards for both our play and shade divisions:
proposal have attained or received. ISO 9001:2015 standard has a process-oriented structure, is customer focused and emphasizes continuous improvement in quality
ISO 14001:2015 standard drives us toward operating in a manner that is environmentally conscious
AISC - Certified Fabricator: Our SkyWays@ shade products are certified to the American Institute of Steel Construction (AISC), which demonstrates our commitment to building in quality from the beginning. By complying with the rigorous standards established by the most recognized national quality certification program for the structural steel industry, you can feel confident about the superior quality of our shade products.

The Consumer Product Safety Commission (CPSC) is a governmental organization that provides technical safety guidelines for designing, constructing, operating and maintaining public playgrounds. It is our opinion we conform to the U.S. Consumer Products Safety Commission's (CPSC) Handbook for Public Playground Safety published in 2010 with noted exceptions.

Additionally, we meet or exceed the CPSC's Consumer Products Safety Improvement Act (CPSIA) of 2008. The CPSIA specifies safe limits on the maximum allowable amount of lead in paints, coatings and other materials used on children's products, and sets limits on certain heavy metals and six different phthalates (plasticizers used to make vinyl and other plastics soft and flexible) used in certain toys and childcare products.

CSA Group: Nearly all of our playground and park equipment is certified to meet CAN/CSA-Z614-07, the Children's Playspaces and Equipment Standard, through IPEMA.

IACET: We are approved as an Authorized Provider of continuing education and training by the International Association for Continuing Education and Training (IACET).

IPEMA: We're proud to be a founding member of the International Play Equipment Manufacturers Association (IPEMA TM), a member-driven international trade organization that represents and promotes an open market for manufacturers of play equipment. In the interest of public safety, IPEMA provides third-party Product Certification services for U.S. and Canadian public play equipment and U.S. public play surfacing materials.

The services, administered by TOV SOD America, validate our certification of conformance to the standards referenced below.

ASTM F1487-11, excluding sections 7.1.1, 10 and 12.6.1 - Standard Consumer Safety Performance Specification for Playground Equipment for Public use CAN/CSA-Z614-07 excluding clauses 9.8, 10, and 11 - Children's Playspaces and Equipment
Most of our playstructures are also designed to comply with the 2010 ADA Standard for Accessible Design.

Table 16: Exceptions to Terms, Conditions, or Specifications Form Line Item 74.INO 1 H III II:To identify any exception,or to request any modification,to the Sourcewell template Contract terms,conditions,or specifications,a Proposer must submit the exception or requested modification on the Exceptions to Terms,Conditions,or Specifications Form immediately below.The contract section,the specific text addressed by the exception or requested modification,and the proposed modification must be identified in detail.

Proposer's exceptions and proposed modifications are subject to review and approval of Sourcewell and will not automatically be included in the contract.

Contract Section Term,Condition,or Specification Exception or Proposed Modification

NO EXCEPTIONS REQUESTED
PA[A n2ber: RFP 010521 477 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C77120A-DC26-4596-8963-OOFB7603F76E Proposer's Affidavit

1. The Proposer is submitting this Proposal under its full and complete legal name, and the Proposer legally exists in good standing in the jurisdiction of its residence.

2. The Proposer warrants that the information provided in this Proposal is true, correct, and reliable for purposes of evaluation for contract award.

9. The Proposer will comply with all applicable provisions of federal, state, and local laws, regulations, rules, and orders.

11. Proposer its employees, agents, and subcontractors are not:
a. Included on the"Specially Designated Nationals and Blocked Persons" list maintained by the Office of Foreign Assets Control of the United States Department of the Treasury found at: Lttts:ff treasury.gcrvfcrfacfdownloadsfsdnlist. dF; b. Included on the government-wide exclusions lists in the United States System for Award Management found at:
.Lttt //sarrt gcrv/ ��CVI/; or
c. Presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from programs operated PA[A n2ber: RFP 010521 478 Vendor Name: Landscape Structures Inc.

DocuSign Envelope ID: 1 C7712OA-DC26-4596-8963-OOFB7603F76E by the State of Minnesota; the United States federal government or the Canadian government, as applicable; or any Participating Entity. Vendor certifies and warrants that neither it nor its principals have been convicted of a criminal offense related to the subject matter of this solicitation.

Iv- By checking this box I acknowledge that I am bound by the terms of the Proposer's Affidavit, have the legal authority to submit this Proposal on behalf of the Proposer, and that this electronic acknowledgment has the same legal effect, validity, and enforceability as if I had hand signed the Proposal. This signature will not be denied such legal effect, validity, or enforceability solely because an electronic signature or electronic record was used in its formation. - Elaine Harkess, Contract Administrator, Landscape Structures Inc.

Check the box in the column"I have reviewed this addendum" below to acknowledge each of the addenda.

II have urevliiewed @Ilh e
File Name IFalllow addarndu i m aind pages a@@avllh i mrmein s f liif
a Ilfm IIF III lii ca Il III e)
Addendum 6_Playground_Water_Play_Equipment_RFP_010521 1 Tue December 22 2020 03:29 PM
Addendum 5_Playground_Water_Play_Equipment_RFP_010521 1 Fri December 18 2020 04:15 PM
Addendum 4_Playground_Water_Play_Equipment_RFP_010521 1 Mon December 7 2020 07:55 AM
Addendum 3 Playground_Water_Play_Equipment_RFP_010521 1 ro
Thu November 19 2020 08:52 AM
Addendum 2_Playground_Water_Play_Equipment_RFP_010521 2 Fri November 13 2020 09:09 AM
Addendum 1_Playground_Water_Play_Equipment_RFP_010521 2 Thu November 12 2020 10:53 AM
PA[A n2ber: RFP 010521 479 Vendor Name: Landscape Structures Inc.

Exhibit 3—Rendering of Playground Area
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0 Exhibit 3 481

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER
u
m

AG E N DA RE P O RT
Item 11.

TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Vanessa Quiroz,Acting City Clerk
SUBJECT: CONSIDERATION AND APPROVAL OFA30-DAY RESOLUTION REGARDING THE

CONDUCT OF TELECONFERENCED MEETINGS OF THE CITY COUNCILAND OTHER

CITY BODIES UNDER THE MODIFIED RULES SET FORTH UNDER GOVERNMENT CODE SECTION 54953(E)
DATE: August 22, 2022
RECOMMENDATION:

It is staff's recommendation that the City Council adopt or approve the attached Resolution permitting the City conduct public meetings virtually for all public bodies subject to the Brown Act in accordance with the requirements of AB 361, which will require reauthorization every thirty(30)days.

BACKGROUND/DISCUSSION:

On March 4, 2020, Governor Gavin Newsom proclaimed a State of Emergency throughout the state of California, in response to the rapid spread and threat of the Novel Coronavirus (COVI D-19). On the same day, the Los Angeles County Board of Supervisors and Los Angeles County Department of Public Health ("LACDPH") declared a local emergency and local public health emergency throughout Los Angeles County. On March 17, 2020, the City of Bell Gardens City Council ("City Council") declared a local emergency due to COVID-19 and have reviewed the need for a local emergency at least once every 60 days since the initial declaration pursuant to Government Code Section 8630(c).

Currently, the state-declared emergency remains in effect. In addition, LACDPH has issued a series of Health Officer Orders containing recommendations for keeping individuals safe, reducing risk, and preventing the spread of COVI D-19. As stated, the most recent Health Order by the LACDPH, effective as of April 22, 2022, Los Angeles County is currently experiencing increases in COVI D-19 cases, positivity rates, and COVI D-19 hospitalizations are no longer in decline.

On September 16, 2021, Governor Newsom signed Assembly Bill (AB) 361 (Rivas, 2021), which authorizes local agencies to continue to hold public meetings remotely under modified teleconferencing requirements set forth in the Brown Act (Government Code section 54953(b)(3)) during a state-declared emergency, as that term is defined, and when either state or local health officials have imposed or recommended measures to promote social distancing, or in situations when the legislative body has determined that meeting in person would present imminent risks to the health or safety of attendees. AB 361 went into effect immediately and sunsets on January 1, 2024.

On Monday, August 8, 2022, the City passed Resolution Number 2022-74, ratifying the proclamation of a State of Emergency by Governor Newsom on March 4, 2020, and re-authorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens, for the period from August 8, 2022, through September 7, 2022, pursuant to Brown Act provisions.
482

Under AB 361, legislative bodies of the City can meet remotely during a declared State of Emergency by the Governor that includes the jurisdictional boundaries of the City, if the legislative body determines that one of the following is also true:

1. State or local officials have imposed or recommended social distancing; or

2. To determine, by a majority vote, whether to hold remote meetings as a result of the State of Emergency, because meeting in person would present imminent risks to the health or safety of attendees; or

3. The legislative body holds a meeting having already determined by a majority vote to hold remote meetings.

Modified Brown Act requirements under AB 361, include, among other provisions, that:
• Members of the public must be allowed to address the body and offer comments in real-time during the meeting. • In the event of a technical disruption, the public agency cannot take any further action on the agenda until the issue is resolved.
• Public agencies may not require public comments be submitted in advance (this is still a permissible option but cannot be the only option).
• Members of the public must be given a reasonable time to register to provide public comment, if necessary, and agencies that provide a timed public comment period shall not close the remote public comment option until that timed period has expired.

Once the initial authorizing resolution is adopted, ongoing authorization every thirty (30) days is required by majority vote. If the legislative body desires to continue using the teleconference exception, it must confirm the circumstances of the State of Emergency thirty (30) days after the first teleconference meeting and every thirty (30) days thereafter. Resolution Number 2022-74 expires on September 7, 2022. Staff recommends the City Council adopt the attached Resolution to avoid any lapse.

CONCLUSION:

If approved, the following will be adopted or approved:

1. The attached Resolution authorizing the City conduct public meetings virtually for all public bodies subject to the Brown Act in accordance with the requirements of AB 361, which will require reauthorization every thirty(30) days.

FISCAL IMPACT:

No fiscal Impact.

ATTACHMENTS:

Exhibit 1 - Resolution No. 2022-89
APPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, Assistant City Attorney for Rick R. Olivarez, City Attorney Manuel Carrillo, Director of Finance and Administrative Services 483

RESOLUTION NO. 2022-89

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, RATIFYING THE PROCLAMATION OF A

STATE OF EMERGENCY BY GOVERNOR NEWSOM ON MARCH 4, 2020, AND REAUTHORIZING REMOTE TELECONFERENCE

MEETINGS OF THE CITY COUNCIL, CITY BOARDS, AND ALL

COMMISSIONS OF THE CITY OF BELL GARDENS, FOR THE PERIOD FROM AUGUST 22, 2022, THROUGH SEPTEMBER 21, 2022,

PURSUANT TO BROWN ACT PROVISIONS
WHEREAS, Coronavirus, also known as COVID-19, was first reported in China in December 2019, it has now spread throughout the state of California, including throughout the City of Bell Gardens ("City");
WHEREAS, on March 4, 2020, California Governor Gavin Newsom declared a State of Emergency in response to the rising cases of COVID-19 throughout the state of California;
WHEREAS, on March 4, 2020, the Los Angeles County Board of Supervisors and Los Angeles County Department of Public Health ("LACDPH") declared a local emergency and local public health emergency in response to the spread of COVID-19 throughout the County;
WHEREAS, on March 13, 2020, the President of the United States declared a National Emergency due to the continued spread and the effects of COVID-19; WHEREAS, on March 17, 2020, the City of Bell Gardens City Council ("City Council') declared a local emergency due to COVID-19, and have reviewed the need for a local emergency at least once every 60 days since the initial declaration pursuant to Government Code Section 8630(c);
WHEREAS, on March 17, 2020, Governor Newsom issued Executive Order N-29- 20, which allowed local governments meet remotely without adherence to the traditional teleconferencing rules set forth in the Ralph M. Brown Act ("Brown Act"), this waiver was extended through September 30, 20217 by Executive Order N-08-21; WHEREAS, on September 16, 2021, Governor Newsom signed into law Assembly Bill No. 361 ("AB 361"), which, until January 1, 2024, authorizes a local agency to use teleconferencing without complying with the teleconferencing requirements imposed by the Brown Act, when a legislative body of a local agency holds a meeting during a declared State of Emergency, as that term is defined, when state or local health officials have imposed or recommended measures to promote social distancing or when the legislative body has determined that meeting in person would present imminent risks to the health or safety of attendees;
Exhibit 1 484

Resolution No. 2022-89
WHEREAS, as stated in the most recent Public Health Order ("Health Order") by the LACDPH, effective as of April 22, 2022, Los Angeles County is currently experiencing increases in COVID-19 cases, positivity rates, and COVID-19 hospitalizations are no longer in decline;
WHEREAS, AB 361 requires legislative bodies that hold teleconferenced meetings under its abbreviated teleconferencing procedures to give notice of the meeting and post agendas, as described, to allow members of the public to access the meeting and address the legislative body, to give notice of the means by which members of the public may access the meeting and offer public comment, including an opportunity for all persons to attend via a call-in option or an internet-based service option, and to conduct the meeting in a manner that protects the statutory and constitutional rights of the parties and the public appearing before the legislative body;
WHEREAS, AB 361 requires the legislative body take no further action on agenda items when there is a disruption which prevents the public agency from broadcasting the meeting, or in the event of a disruption within the local agency's control which prevents members of the public from offering public comments, until public access is restored; WHEREAS, AB 361 prohibits the legislative body from requiring public comments to be submitted in advance of the meeting and specifies that the legislative body must provide an opportunity for the public to address the legislative body and offer comment in real time;
WHEREAS, AB 361 prohibits the legislative body from closing the public comment period and the opportunity to register to provide public comment, until the public comment period has elapsed or until a reasonable amount of time has elapsed, as specified; WHEREAS, all City Council, Board, and Commission meetings are open and public, as required by the Brown Act, so that any member of the public may attend, participate, and watch the City Council or City Commission conduct their business; WHEREAS, on December 13, 2021, the City Council adopted Resolution No. 2021-105 ratifying the proclamation of a State of Emergency by Governor Newsom on March 4, 2020, and authorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens, for the period from December 13, 2021, through January 12, 2022, pursuant to Brown Act provisions; WHEREAS, on January 10, 2022, the City Council adopted Resolution No. 2022- 03, reauthorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens through February 9, 2022; WHEREAS, on January 24, 2022, the City Council adopted Resolution No. 2022- 08, reauthorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens through February 23, 2022; 2 of 5
Exhibit 1 485

Resolution No. 2022-89
WHEREAS, on February 14, 2022, the City Council adopted Resolution No. 2022- 12, reauthorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens through March 16, 2022; WHEREAS, on February 28, 2022, the City Council adopted Resolution No. 2022- 18, reauthorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens through March 30, 2022; WHEREAS, on March 14, 2022, the City Council adopted Resolution No. 2022- 23, reauthorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens through April 13, 2022; WHEREAS, on April 11, 2022, the City Council adopted Resolution No. 2022-27, reauthorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens through May 11, 2022; WHEREAS, on April 25, 2022, the City Council adopted Resolution No. 2022-36, reauthorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens through May 25, 2022; WHEREAS, on May 9, 2022, the City Council adopted Resolution No. 2022-38, reauthorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens through June 8, 2022; WHEREAS, on May 23, 2022, the City Council adopted Resolution No. 2022-43, reauthorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens through June 22, 2022; WHEREAS, on June 13, 2022, the City Council adopted Resolution No. 2022-47, reauthorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens through July 13, 2022; WHEREAS, on June 27, 2022, the City Council adopted Resolution No. 2022-60, reauthorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens through July 27, 2022; WHEREAS, on July 11, 2022, the City Council adopted Resolution No. 2022-66, reauthorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens through August 10, 2022; WHEREAS, on August 8, 2022, the City Council adopted Resolution No. 2022-74, reauthorizing remote teleconference meetings of the City Council, City Boards, and all Commissions of the City of Bell Gardens through September 7, 2022; WHEREAS, the City finds that the continuous spread of COVID-19, specifically with regard to the highly transmissible variants, throughout the community has caused, 3of5
Exhibit 1 486

Resolution No. 2022-89
and will continue to cause, conditions of peril to the safety of persons within the City that are likely to be beyond the control of the City;
WHEREAS, the City continues to enforce measures to promote social distancing which include recommending staff and civilians wear masks in City buildings as well as posting COVID-19 safety measures throughout City buildings and on the City website; WHEREAS, in light of the continuing State declaration of emergency resulting from the COVID-19 pandemic, the continuing recommendation by Los Angeles County Public Health officials for masking at indoor events, and the imminent risks to the health and safety of attendees at meetings conducted in person due to the spread of COVID-19, the City Council desires to make the findings required by AB 361 to allow the City Council and all City Boards and Commissions to continue to meet under AB 361's abbreviated teleconferencing procedures.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:

SECTION 1. The above recitals are true and correct and are incorporated herein by reference.

SECTION 2. The City Council finds that local officials, specifically, the Los Angeles County Department of Public Health, has continued to recommend social distancing measures.

SECTION 3. The City Council hereby ratifies the Governor of the State of California's Proclamation of State of Emergency, effective as of its issuance date of March 4, 2020.

SECTION 4. The City Manager or designee and legislative bodies of the City are hereby authorized and directed to take all actions necessary to carry out the intent and purpose of this Resolution including, continuing to conduct open and public meetings in accordance with Government Code section 54953(e) and other applicable provisions of the Brown Act.

SECTION 5. This Resolution shall take effect immediately upon its adoption and shall be effective starting August 22, 2022, until the earlier of September 21, 2022, or such time as the City Council adopts a subsequent resolution in accordance with Government Code section 54953(e)(3) to extend the time during which the legislative bodies of the City of Bell Gardens may continue to teleconference without compliance with paragraph (3) of subdivision (b) of section 54953.

SECTION 6. All portions of this Resolution are severable. If any section, subsection, sentence, clause, phrase or portion of this Resolution is for any reason held invalid or unconstitutional, such decision shall not affect the validity of the remaining portions of this Resolution.
4of5
Exhibit 1 487

Resolution No. 2022-89
SECTION 7. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.

PASSED, APPROVED and ADOPTED this 22nd day of August 2022.

THE CITY OF BELL GARDENS
Maria Pulido, Mayor
APPROVED AS TO FORM: ATTEST:

Rick Olivarez Vanessa Quiroz
City Attorney Acting City Clerk
5of5
Exhibit 1 488

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER
u
m

AG E N DA RE P O RT
Item 12.

TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Scott Fairfield, Chief of Police
Paul Camacho, Captain
SUBJECT: APPROVAL OF CONTRACT FROM LENSLOCK, INC. FOR BODY WORN, IN-CAR,AND

FIXED CAMERAS
DATE: August 22, 2022
RECOMMENDATION:

It is staff's recommendation that the City Council approve the attached Resolution approving a new contract from LensLock, I nc. for body worn, in-car cameras, and fixed cameras.

BACKGROUND/DISCUSSION:

For decades video evidence has been considered an excellent source for providing an unbiased witness to a particular event, especially video evidence from police body worn cameras (BWC) and in-car video (I CV) recording systems. In addition, these recording platforms have helped law enforcement agencies throughout the country and abroad to establish a better understanding of what occurred during a police event, which is vital to a department's veracity and its public perception.

Police camera and audio systems offer many operation-critical benefits such as enhancing officer safety, accountability and integrity, provide an added layer of protection to the community, promote a positive image of the department, serve as a training tool, reduce the likelihood of a confrontation by those who are aware they are being recorded, and decrease the likelihood of costly litigation.

On January 14, 2019, the City Council of the City of Bell Gardens approved the purchase of Body Worn Cameras (BWC) for its Police Officers and also equipped patrol vehicles with In-Car Video (I CV) Cameras from LensLock.

Inc. In addition, on December 6, 2018, the City Manager approved to purchase 11 fixed cameras for the Jail because the system was obsolete.

The Police Department is currently in a 5-year contract with LensLock, Inc. The current contract includes 35 BWC, 21 In-Car cameras, 11 Jail cameras, and 11 Police Department cameras (Interior) for a total annual fee of $90,202.82. Currently, we are in year 4 of the contract which will end on June 30, 2023.

LensLock, I nc. is proposing a new contract which includes the following:
• Cancel the current 5-year contact, which is scheduled to end on June, 30, 2023. • Enter into a new 5-year contract, which includes the existing cameras and 2 free BWC (Jail Staff), 3 free fixed exterior cameras, a free complete and new camera system for the Police Department's interview room, 1 free elevator camera and an unlimited data plan for a total of$431,398.06. • This new contract also includes $51,730.15 in savings throughout the 5-years. 489

The new LensLock, Inc. camera system contract will be part of the Police Department's annual operating costs. The 5-year contract will include the following:
• Year 1 (Discount 10%)*$81,738.58
• Year 2 (Discount 7.5%) *$84,009.10
• Year 3 (Discount 5%) *$86,279.61
• Year 4 (Discount 2.5%) *$88,550.13
• Year 5 *$90,820.64
• Total $431,398.06
• Total savings $51,730.15 with 5 Free Security Cameras Furthermore, the new contract will waive the amount remaining for year four(4)on the existing contract. The first year annual subscription cost will be $81,738.58 due in FY 2022-23 and is budgeted in the Police Department, Administration division.

The Bell Gardens Municipal Code Section 3.04.104(A) states that Formal and Informal bidding procedures may be dispensed, "When the purchasing officer (for purchases of $10,000 or less) or city council (for purchases of more than $10,000) finds that such supplies or equipment are unique because of their quality, durability, availability, or fitness for a particular use and are available only from one source, or, if available from more than one source, bidding is not likely to result in the lowest price.

For the past four (4) years the Police Department has been using LensLock, Inc. BWC, ICV, and fixed cameras.

LensLock's equipment continues to be the best BWC for the Police Department because of its user-friendly software, durable for the patrol environment, and exceeds the industry standards. Recently, LensLock, Inc. upgraded all 35 BWC for the Police Department at no charge. LensLock's current software system is on the iCloud system and has been integrated with the Police Department's software systems as well.

Therefore, finding another vendor would not be cost effective because LensLock's equipment is not compatible with other systems in the market. Finding a new vendor, would require buying all new BWC, ICV, and fixed cameras for the Police Department and would require investing additional funds on developing a new software platform for the new system.

The Police Department requests the purchasing policy requirements be waived pursuant to Bell Gardens Municipal Code Section 3.04.104(A) so that that it may continue to use the current LensLock, Inc. technology software platform for the new contract which will allow the Department to continue successfully functioning without requiring additional equipment and/or hardware.

CONCLUSION:

The Police Department has been using LenLock, Inc. for the past 4-years and it is confident that continued use of their services will provide the City with the best and most cost efficient option. This new contract will provide additional equipment, unlimited data plan, and the additional needed equipment for the Police Department.

FISCAL IMPACT:

As mentioned above, the overall saving is $51,730.15. The first year annual subscription cost will be $81,738.58 due in FY 2022-23 and is budgeted in the Police Department, Administration division.

ATTACHMENTS:
490

Exhibit 1 - Resolution No. 2022-90
Exhibit 2 -LensLock Contract
APPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, Assistant City Attorney for Rick R. Olivarez, City Attorney Manuel Carrillo, Director of Finance and Administrative Services 491

RESOLUTION NO. 2022-90

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPROVING A NEW CONTRACT WITH LENSLOCK, INC. FOR BODY WORN, IN-CAR, AND FIXED CAMERAS WHEREAS, the City of Bell Gardens (the "City") desires to enter into an agreement ("agreement") with LensLock, Inc. ("Consultant") to purchase a body worn, in-car, and fixed cameras; and
WHEREAS, pursuant to Bell Gardens Municipal Code section 3.04.100(A), the City Council may dispense of the formal bid process to purchase items when the City Council finds that such supplies or equipment are unique because of their quality, durability, availability or fitness for a particular use and are available only from one source, or, if available from more than one source, bidding is not likely to result in the lowest price; and
WHEREAS, for the past four (4) years the Police Department has been using LensLock, Inc. BWC, ICV, and fixed cameras; and
WHEREAS, LensLock's equipment continues to be the best BWC for the Police Department because of its user-friendly software, durable for the patrol environment, and exceeds the industry standards; and
WHEREAS, LensLock's current software system is on the iCloud system and has been integrated with the Police Department's software systems; and WHEREAS, finding another vendor would not be cost effective because LensLock's equipment is not compatible with other systems in the market; and WHEREAS, finding a new vendor, would require buying all new BWC, ICV, and fixed cameras for the Police Department and would require investing additional funds on developing a new software platform for the new system; and WHEREAS, The Police Department requests the purchasing policy requirements be waived pursuant to Bell Gardens Municipal Code Section 3.04.104(A) so that that it may continue to use the current LensLock, Inc. technology software platform for the new contract which will allow the Department to continue successfully functioning without requiring additional equipment and/or hardware.

NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Bell Gardens as follows:

SECTION 1. The City Council, after consideration of the staff report and presentation, discussion, oral testimony and evidence presented to the City Council, hereby finds that the above recitals are true and correct and incorporate them herein.

Exhibit 1 492

Resolution No. 2022-90
SECTION 2. Based on the above recitals and staff report accompanying this Resolution, the City Council finds that bidding would not result in a lower price. As such, the formal bid process is waived pursuant to Bell Gardens Municipal Code Section 3.04.100(A) and the purchases of Lenslock Body Worn Camera and In-Car Video systems are approved, in an amount not to exceed $431,398.06 to Lenslock, Inc. for a five-year term.

SECTION 3. Subject to all applicable laws, the City Council hereby authorizes the City Manager to execute the Agreement in a form approved by the City Attorney and any and all reasonably related documents in connection with the vehicle and equipment purchases and installation and take any action that is consistent with this Resolution.

SECTION 4. The City Clerk shall attest and certify to the passage and adoption of this Resolution and enter it into the book of original resolutions, and it shall become effective immediately upon its approval.

PASSED, APPROVED, AND ADOPTED THIS 22nd day of August, 2022.

THE CITY OF BELL GARDENS
Maria Pulido, Mayor
APPROVED AS TO FORM: ATTEST:

Rick Olivarez Vanessa Quiroz
City Attorney Acting City Clerk
2of3
Exhibit 1 493

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Bell Gardens Police Department - CA
LentL k Reg,, nal S le Manager
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949-6,90-65,52
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LensLock Inc Issued: August 11 1h, 2022
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C Poway,CA 92064-U.&A.

Toll Free-888-538 0589
LENSA....OK mow1ensLockcorn
Services: BWC Et ICV Service
Payment Terms: Net 30
Length of Service: 60 Months
Start Date: 5/25/22
ATTENTION:

Chief Scott Fairfield SALES REPRESENTATIVE
Bell Gardens Police Department Sean O'Grady
7100 Garfield Ave Regional Manager
Be[ Gardens, CA 90201 Phone: 949-690-6552
Customer ID#22-510 Email: [email protected] 1 Year Total
I I NONE=EEMMZ=E� W �
35 Gen 12 Body Worn Camera Service- UNLIMITED Data Plan $899.00 $31,465.00 1 0
Gen 12 Body Worn 72 Worn Camera Service- Jail Staff $699.00 INCLUDED 21 Titan V In-Car Video Service- UNLIMITED Data Plan $1,899.00 $39,879.00 11 Fixed Camera System - Police Department $479.00 $5,269.00 11 Fixed Camera System - Jail $479.00 $5,269.00 3 LensLock Fixed Exterior Cameras - Install Included $775.00 INCLUDED 1 LensLock Concealed Interrogation Room Package - Install Included $2,895.00 INCLUDED 1 Elevator Dome IR Camera - Install Included $585.00 INCLUDED 1 Software Et Database Maintenance Fee -Annual Fee $495.00 $495.00 SUBTOTAL $82,377.00
SALES TAX (10.25%) $8,443.64
DISCOUNT(10%) -$9,082.06
Y1 TOTAL $81,738.58
Year 1 (Discount 10%) *$81P738.58
Year 2 (Discount 7.5%) *$84POO9.10
Year 3 (Discount 5%) *$86p279.61
Year 4 (Discount 2.5%) *$88p550.1 3
Year 5 *$90P820.64
TOTAL $431P398.06
TOTAL SAVINGS $51,730.15 with 5 Free Security Exhibit 6 49 Cameras for 5 Years

CITY OF BELL GARDENS,CALIFORNIA

DOCUMENTATION INSTRUCTIONS
The instructions listed below should be followed when completing the enclosed documentation.Please sign in blue ink and print on single sided Paper only.Documentation completed improperly will delay funding. If you have any questions regarding the Conditions to Funding,instructions or the documentation,please call us at(858)231-4061.

I. Attached Documentation

1. Government Obligation Contract
♦ An authorized individual that is with the Obligor should sign on the first space provided. All original signatures are required for funding.

2. Exhibit A—Description of Equipment
♦ Review equipment description.Complete serial number/VIN if applicable. ♦ List the location where the equipment will be located after delivery/installation.

3. Exhibit B—Payment Schedule
♦ Sign and print name and title

4. Exhibit C-Certificate of Acceptance
♦ Sign and print name and title

5. Exhibit D-Obligor Resolution
♦ Type in the date of the meeting in which the purchase was approved. ♦ Print or type the name and title of the individual(s)who is authorized to execute the Contract. ♦ The secretary,chairman or other authorized board member of the Obligor must sign the Resolution where indicated. ♦ A second authorized individual that is with the Obligor should attest the Resolution where indicated.

6. Exhibit E-Bank Qualified Certificate
♦ Sign and print name and title

7. Notice of Assignment
♦ Sign and print name and title.

8. Insurance Requirements
♦ Complete insurance company contact information where indicated.

9. Debit Authorization—(Preferred)
♦ Complete form and attach a voided check

10. 8038G IRS Form
♦ Please read 8038 Review Form
♦ In Box 2,type Employer Identification Number
♦ Sign and print name and title
II. Additional Documentation Required

1. Insurance certificate as stated on the Insurance Requirements Form

2. Vendor Invoice for the amount to finance listing applicable SN/VIN,down payment,trade,etc.

3. Signed and completed Credit Application
III. Condition to Funding
If,for any reason:(i)the required documentation is not returned by September 3,2022,is incomplete,or has unresolved issues relating thereto,or (ii)on,or prior to the return of the documentation,there is a change of circumstance,including but not limited to changes in the federal corporate income tax rate or reducing/capping the tax-exempt interest benefit,which adversely affects the expectations,rights or security of the Obligee or its assignees;then Obligee or its assignees reserve the right to withdraw/void its offer to fund this transaction in its entirety.Neither KS StateBank nor Baystone Government Finance is acting as an advisor to the municipal entity/obligated person and neither owes a fiduciary duty pursuant to Section 15B of the Exchange Act of 1934.

All documentation should be returned to:

LensLock Inc.
13125 Danielson Street, Suite 112
Poway, California 92064
Exhibit 2 496

CA SFP Abatement Firm Term BQ

GOVERNMENT OBLIGATION CONTRACT
Obligor Obligee
City of Bell Gardens, California LensLock Inc.
7100 Garfield Avenue 13125 Danielson Street, Suite 112 Bell Gardens, California 90201 Poway, California 92064 Dated as of May 25,2022
This Government Obligation Contract dated as of the date listed above is between Obligee and Obligor listed directly above.Obligee desires to finance the purchase of the Equipment described in Exhibit A to Obligor and Obligor desires to have Obligee finance the purchase of the Equipment subject to the terms and conditions of this Contract which are set forth below.

I. Definitions
Section 1.01 Definitions.The following terms will have the meanings indicated below unless the context clearly requires otherwise:
"Additional Schedule"refers to the proper execution of additional schedules to Exhibit A and Exhibit B,as well as other exhibits or documents that may be required by the Obligee all of which relate to the financing of additional Equipment.
"Budget Year"means the Obligor's fiscal year.
"Commencement Date"is the date when Obligor's obligation to pay Contract Payments begins. "Contract"means this Government Obligation Contract and all Exhibits attached hereto,all addenda,modifications,schedules,refinancings,guarantees and all documents relied upon by Obligee prior to execution of this Contract.
"Contract Payments"means the payments Obligor is required to make under this Contract as set forth on Exhibit B. "Contract Term"means the Original Term and all Renewal Terms. "Exhibit"includes the Exhibits attached hereto,and any"Additional Schedule",whether now existing or subsequently created. "Equipment" means all of the items of Equipment listed on Exhibit A and any Additional Schedule, whether now existing or subsequently created,and all replacements, restorations, modifications and improvements.
"Government"as used in the title hereof means a State or a political subdivision of the State within the meaning of Section 103(a)of the Internal Revenue Code of 1986,as amended("Code"), or a constituted authority or district authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of Treasury Regulation 1.103-1(b),or a qualified volunteer fire company within the meaning of section 150(e)(1)of the Code. "Obligee"means the entity originally listed above as Obligee or any of its assignees. "Obligor"means the entity listed above as Obligor and which is financing the Equipment through Obligee under the provisions of this Contract. "Original Term"means the period from the Commencement Date until the end of the Budget Year of Obligor. "Renewal Term"means the annual term which begins at the end of the Original Term and which is simultaneous with Obligor's Budget Year and each succeeding Budget Year for the number of Budget Years necessary to comprise the Contract Term. "State"means the state which Obligor is located.

II. Obligor Warranties
Section 2.01 Obligor represents,warrants and covenants as follows for the benefit of Obligee or its assignees:
(a) Obligor is an"issuer of tax exempt obligations"because Obligor is the State or a political subdivision of the State within the meaning of Section 103(a)of the Internal Revenue Code of 1986,as amended,(the"Code")or because Obligor is a constituted authority or district authorized to issue obligations on behalf of the State or political subdivision of the State within the meaning of Treasury Regulation 1.103-1(b),or a qualified volunteer fire company within the meaning of section 150(e)(1)of the Code. (b) Obligor has complied with any requirement for a referendum and/or competitive bidding. (c) Obligor has complied with all statutory laws and regulations that may be applicable to the execution of this Contract;Obligor,and its officer executing this Contract,are authorized under the Constitution and laws of the State to enter into this Contract and have used and followed all proper procedures of its governing body in executing and delivering this Contract.The officer of Obligor executing this Contract has the authority to execute and deliver this Contract.This Contract constitutes a legal,valid,binding and enforceable obligation of the Obligor in accordance with its terms.
(d) Obligor shall use the Equipment only for essential,traditional government purposes. (e) Should the IRS disallow the tax-exempt status of the interest portion of the Contract Payments as a result of the failure of the Obligor to use the Equipment for governmental purposes, or should the Obligor cease to be an issuer of tax exempt obligations,or should the obligation of Obligor created under this Contract cease to be a tax exempt obligation for any reason, then Obligor shall be required to pay additional sums to the Obligee or its assignees so as to bring the after tax yield on this Contract to the same level as the Obligee or its assignees would attain if the transaction continued to be tax-exempt. (f) Obligor will submit to the Secretary of the Treasury an information reporting statement as required by the Code. (g) Upon request by Obligee,Obligor will provide Obligee with current financial statements,reports,budgets or other relevant fiscal information. (h) Obligor shall retain the Equipment free of any hazardous substances as defined in the Comprehensive Environmental Response,Compensation and Liability Act,42 U.S.C.9601 et.seq. as amended and supplemented.
(i) Obligor hereby warrants the General Fund of the Obligor is the primary source of funds or a backup source of funds from which the Contract Payments will be made. (j) Obligor presently intends to continue this Contract for the Original Term and all Renewal Terms as set forth on Exhibit B hereto.The official of Obligor responsible for budget preparation will include in the budget request for each Budget Year the Contract Payments to become due in such Budget Year,and will use all reasonable and lawful means available to secure the appropriation of money for such Budget Year sufficient to pay the Contract Payments coming due therein.Obligor reasonably believes that moneys can and will lawfully be appropriated and made available for this purpose.
(k) Obligor has selected both the Equipment and the vendor(s)from whom the Equipment is to be purchased upon its own judgment and without reliance on any manufacturer,merchant, vendor or distributor,or agent thereof,of such equipment to the public. (1) Obligor owns the Equipment and any additional collateral free and clear of any liens,and Obligor has not and will not,during the Contract Term,create,permit,incur or assume any levies,liens or encumbrances of any kind with respect to the Equipment or any additional collateral except those created by this Contract. (m) Obligor warrants,as applicable,the purchase of any telecommunications and video surveillance services or equipment financed hereunder complies with 2 CFR§200.216 and 2 CFR§ 200.471.
(n) Obligor warrants that it understands and has complied with 2 CFR§200.322 in relation to domestic preferences for procurements,as applicable. (o) Obligor finds and determines that the amount of the Contract Payments set forth in Exhibit B are equal to the fair rental value of the related Equipment during the respective Budget Year of Obligor in which such Contract Payments are made. (p) The Equipment will have a useful life that is substantially in excess of the Contract Term.

Section 2.02 Escrow Agreement.In the event both Obligee and Obligor mutually agree to utilize an Escrow Account,then immediately following the execution and delivery of this Contract, Obligee and Obligor agree to execute and deliver and to cause Escrow Agent to execute and deliver the Escrow Agreement.This Contract shall take effect only upon execution and delivery of the Escrow Agreement by the parties thereto.Obligee shall deposit or cause to be deposited with the Escrow Agent for credit to the Equipment Acquisition Fund the sum of N/A,which shall be held,invested and disbursed in accordance with the Escrow Agreement.

III. Acquisition of Equipment,Contract Payments and the Purchase Option Price Section 3.01 Acquisition and Acceptance.Obligorshall be solely responsible forthe orderingofthe Equipmentand forthe deliveryand installation of the Equipment.Execution ofthe Certificate of Acceptance or,alternatively,Payment Request and Equipment Acceptance Form,by a duly authorized representative of Obligor,shall constitute acceptance of the Equipment on behalf of the Obligor.

Section 3.02 Contract Payments.Obligor shall pay Contract Payments exclusively to Obligee or its assignees in lawful,legally available money of the United States of America.The Contract Payments shall be sent to the location specified by the Obligee or its assignees. The Contract Payments,payable without notice or demand,are due as set forth on Exhibit B.Obligee shall have the option to charge interest at the highest lawful rate on any Contract Payment received later than the due date for the number of days that the Contract Payment(s)were late,plus any additional accrual on the outstanding balance for the number of days that the Contract Payment(s)were late.Obligee shall also have the option,on monthly payments only,to charge a late Exhibit 2 497

fee of up to 10%of the monthly Contract Payment that is past due.Furthermore,Obligor agrees to pay any fees associated with the use of a payment system other than check,wire transfer, or ACH.Once all amounts due Obligee hereunder have been received,Obligee will release any and all of its rights,title and interest in the Equipment.

Section 3.03 Abatement.During any period in which,by reason of material damage or destruction or taking under the power of eminent domain(or sale to any entity threatening the use of such power)or material title defect with respect to the Equipment,there is substantial interference with the use and possession by Obligor of the Equipment,the Contract Payments due under the Contract with respect to the Equipment shall be abated proportionately in whole or in part.Obligor shall immediately notify Obligee upon the occurrence of any event causing substantial interference with Obligor's use and possession of the Equipment and such notice shall be provided prior to the abatement of any Contract Payments.The amount of abatement shall be such that the remaining rental obligation represents fair consideration for Obligor's use and possession of the Equipment,or portions thereof,not substantially interfered with,and end on the earlier of the date on which the use and possession of the Equipment is restored to Obligor or the date on which Obligor uses the Net Proceeds of insurance or a condemnation awards to pay the Contract Payments or the applicable Purchase Option Price.In the event of any such interference,this Contract and the related abatement agreement shall continue in full force and effect.To the extent allowed by law,Obligor waives the benefits of Civil Code Section 1932 and any and all other rights to terminate this Contract and the related Abatement agreement by virtue of any interference with the use and possession of any Equipment,although such waiver shall not constitute a waiver of abatement of Contract Payments,as set forth in this section.

Section 3.04 Contract Payments Unconditional.Except as provided in Section 3.03,the obligation of Obligor to make Contract Payments or any other payments required hereunder shall be absolute and unconditional in all events.NOTWITHSTANDING ANY DISPUTE BETWEEN OBLIGOR AND OBLIGEE OR BETWEEN OBLIGOR AND VENDOR OR ANY OTHER PERSON,OBLIGOR SHALL

MAKE ALL CONTRACT PAYMENTS AND OTHER PAYMENTS REQUIRED HEREUNDER WHEN DUE AND SHALL NOT WITHHOLD ANY CONTRACT PAYMENT OR OTHER PAYMENT PENDING FINAL

RESOLUTION OF SUCH DISPUTE NOR SHALL OBLIGOR ASSERT ANY RIGHT OF SET-OFF OR COUNTERCLAIM AGAINST ITS OBLIGATION TO MAKE CONTRACT PAYMENTS OR OTHER PAYMENTS REQUIRED HEREUNDER.Obligor's obligation to make Contract Payments or other payments shall not be abated on account of failure of the Equipment to perform as desired or obsolescence of the Equipment and shall not be abated through accident or unforeseen circumstances except as provided in Section 3.03.

Section 3.05 Purchase Option Price.Upon thirty(30)days written notice,Obligor shall have the option to pay,in addition to the Contract Payment,the corresponding Purchase Option Price which is listed on the same line on Exhibit B.This option is only available to the Obligor on the Contract Payment date and no partial prepayments are allowed.If Obligor chooses this option and pays the Purchase Option Price to Obligee then Obligee will transfer any and all of its rights,title and interest in the Equipment to Obligor.

Section 3.06 Contract Term.The Contract Term shall be the Original Term and all Renewal Terms until all the Contract Payments are paid as set forth on Exhibit B except as provided under Section 9.01 below.

Section 3.07 Disclaimer of Warranties.OBLIGEE MAKES NO WARRANTY OR REPRESENTATION,EITHER EXPRESS OR IMPLIED,AS TO THE VALUE,DESIGN,CONDITION,MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE OR ANY OTHER WARRANTY WITH RESPECT TO THE EQUIPMENT.OBLIGEE IS NOT A MANUFACTURER,SELLER,VENDOR OR DISTRIBUTOR,OR AGENT THEREOF,OF SUCH EQUIPMENT;NOR IS OBLIGEE A MERCHANT OR IN THE BUSINESS OF DISTRIBUTING SUCH EQUIPMENTTO THE PUBLIC.OBLIGEE SHALL NOT BE LIABLE FOR ANY INCIDENTAL, INDIRECT,SPECIAL OR CONSEQUENTIAL DAMAGE ARISING OUT OF THE INSTALLATION,OPERATION,POSSESSION,STORAGE OR USE OF THE EQUIPMENT BY OBLIGOR.

IV. Appropriation of Money
Section 4.01 Appropriation.The person or entity in charge of preparing Obligor's budget will include in the budget request for each Budget Year the Contract Payments to become due in such Budget Year with respect to the Contract,and will use all reasonable and lawful means available to secure the appropriation of money for such Budget Year sufficient to pay all such Contract Payments coming due therein.The covenants on the part of Obligor contained in this Contract,including the covenant to budget and appropriate amounts necessary to make Contract Payments,shall be deemed to be duties imposed by law,and it shall be the duty of each and every public official of Obligor to take such action and do such things as required by law in the performance of the official duty of such officials to enable Obligor to carryout and perform the covenants and contracts in this Contract.This Contract and each abatement agreement represent a firm contract and not a non-appropriation contract.

V. Insurance,Damage,Insufficiency of Proceeds
Section 5.01 Insurance.Obligor shall maintain both casualty insurance,liability insurance and rental interruption and loss of use and occupancy insurance at its own expense with respect to the Equipment. Obligor shall be solely responsible for selecting the insurer(s)and for making all premium payments and ensuring that all policies are continuously kept in effect during the period when Obligor is required to make Contract Payments.Obligorshall provide Obligee with a Certificate of Insurance which liststhe Obligee and/or assigns as a loss payee and an additional insured on the policies with respect to the Equipment.
(a) Obligor shall insure the Equipment against any loss or damage by fire and all other risks covered by the standard extended coverage endorsement then in use in the State and any other risks reasonably required by Obligee in an amount at least equal to the then applicable Purchase Option Price of the Equipment.Alternatively,Obligor may insure the Equipment under a blanket insurance policy or policies.
(b) The liability insurance shall insure Obligee from liability and property damage in any form and amount satisfactory to Obligee. (c) Obligor shall maintain or cause to be maintained at its expense throughout the Contract,rental interruption insurance against loss of use of the Equipment or portions thereof with coverage equal to the maximum total Contract Payments payable under the Contract by Obligor for any consecutive 24-month period.The policy shall insure against abatement of Contract Payments payable by Obligor resultingfrom Obligor's loss of use ofthe Equipmentorany substantial portion thereof and caused by any and all perils,either insured or uninsured, including acts of God.The Net Proceeds of such insurance shall be payable to Obligee in amounts proportionate to Obligor's loss of use of the Equipment and the corresponding rental abatement,if any,and shall supplement Contract Payments made by Obligor,if any,during the period in which Obligor's use and occupancy of the Equipment is being restored in sufficient amounts to make Obligee whole.
(d) Obligor may self-insure against the casualty risks and liability risks described above.If Obligor chooses this option,Obligor must furnish Obligee with a certificate and/or other documents which evidences such coverage.
(e) All insurance policies issued or affected by this Section shall be so written or endorsed such that the Obligee and its assignees are named additional insureds and loss payees and that all losses are payable to Obligor and Obligee or its assignees as their interests may appear.Each policy issued or affected by this Section shall contain a provision that the insurance company shall not cancel or materially modify the policy without first giving thirty(30)days advance notice to Obligee or its assignees.Obligor shall furnish to Obligee certificates evidencing such coverage throughout the Contract Term.

Section 5.02 Damage to or Destruction of Equipment.Obligor assumes the risk of loss or damage to the Equipment.If the Equipment or any portion thereof is lost,stolen,damaged,or destroyed by fire or other casualty,Obligor will immediately report all such losses to all possible insurers and take the proper procedures to obtain all insurance proceeds.At the option of Obligee,Obligor shall either(1)apply the Net Proceeds to replace,repair or restore the Equipment or(2)apply the Net Proceeds to the applicable Purchase Option Price.For purposes of this Section and Section 5.03,the term Net Proceeds shall mean the amount of insurance proceeds collected from all applicable insurance policies after deducting all expenses incurred in the collection thereof.

Section 5.03 Insufficiency of Net Proceeds.If there are no Net Proceeds for whatever reason or ifthe Net Proceeds are insufficientto pay in full the cost of any replacement,repair,restoration, modification or improvement of the Equipment,then Obligor shall,at the option of Obligee,either(1)complete such replacement,repair,restoration,modification or improvement and pay any costs thereof in excess of the amount of the Net Proceeds or(2)apply the Net Proceeds to the Purchase Option Price and pay the deficiency,if any,to the Obligee.

Section 5.04 Obligor Negligence. Obligor assumes all risks and liabilities,whether or not covered by insurance,for loss or damage to the Equipment and for injury to or death of any person or damage to any property whether such injury or death be with respect to agents or employees of Obligor or of third parties,and whether such property damage be to Obligor's property or the property of others(including,without limitation,liabilities for loss ordamage related tothe release orthreatened release of hazardous substances underthe Comprehensive Environmental Response,Compensation and Liability Act,the Resource Conservation and Recovery Act or similar or successor law or any State or local equivalent now existing or hereinafter enacted which in any mannerarise out of or are incidentto any possession,use,operation,condition orstorage of any Equipment by Obligor),which is proximately caused bythe negligent conduct of Obligor, its officers,employees and agents.

Section 5.05 Reimbursement. Obligor hereby assumes responsibility for and agrees to reimburse Obligee for all liabilities,obligations,losses,damages,penalties,claims,actions,costs and expenses(including reasonable attorneys'fees)of whatsoever kind and nature,imposed on,incurred by or asserted against Obligee that in any way relate to or arise out of a claim,suit or proceeding,based in whole or in part upon the negligent conduct of Obligor,its officers,employees and agents,or arose out of installation,operation,possession,storage or use of any item of the Equipment,to the maximum extent permitted by law.

VI. Title and Security Interest
Section 6.01 Title.Title to the Equipment shall vest in Obligor when Obligor acquires and accepts the Equipment.Title to the Equipment will automatically transfer to the Obligee in the event Obligor defaults under Section 9.01.In such event,Obligor shall execute and deliverto Obligee such documents as Obligee may request to evidence the passage of legal title to the Equipment to Obligee.

Section 6.02 Security Interest.To secure the payment of all Obligor's obligations under this Contract,as well as all other obligations,debts and liabilities,plus interest thereon,whether now existing or subsequently created,Obligor hereby grants to Obligee a security interest under the Uniform Commercial Code constituting a first lien on the Equipment described more fully on Exhibit A.Furthermore,Obligor agrees that any other collateral securing any other obligation(s)to Obligee,whether offered prior to or subsequent hereto,also secures this obligation.The security interest established by this section includes not only all additions,attachments,repairs and replacements to the Equipment but also all proceeds therefrom.Obligor authorizes Obligee to prepare and record any Financing Statement required under the Uniform Commercial Code to perfect the security interest created hereunder.Obligor agrees that any Equipment listed on Exhibit A is and will remain personal property and will not be considered a fixture even if attached to real property.

Exhibit 2 498

VII. Assignment
Section 7.01 Assignment by Obligee.All of Obligee's rights,title and/or interest in and to this Contract may be assigned and reassigned in whole or in part to one or more assignees or sub- assignees by Obligee at any time without the consent of Obligor.No such assignment shall be effective as against Obligor until the assignor shall have filed with Obligor written notice of assignment identifying the assignee.Obligor shall pay all Contract Payments due hereunder relating to such Equipment to or at the direction of Obligee orthe assignee named in the notice of assignment.Obligor shall keep a complete and accurate record of all such assignments.

Section 7.02 Assignment by Obligor.None of Obligor's right,title and interest under this Contract and in the Equipment maybe assigned by Obligor unless Obligee approves of such assignment in writing before such assignment occurs and only after Obligor first obtains an opinion from nationally recognized counsel stating that such assignment will not jeopardize the tax-exempt status of the obligation.

Vill. Maintenance of Equipment
Section 8.01 Equipment.Obligor shall keep the Equipment in good repair and working order,and as required by manufacturer's and warranty specifications.If Equipment consists of copiers, Obligor is required to enter into a copier maintenance/service agreement.Obligee shall have no obligation to inspect,test,service,maintain,repair or make improvements or additions to the Equipment under any circumstances.Obligor will be liable for all damage to the Equipment,other than normal wear and tear,caused by Obligor,its employees or its agents.Obligor shall pay for and obtain all permits,licenses and taxes related to the ownership,installation,operation,possession,storage or use of the Equipment.If any fees are required to be paid by the California Debt&Investment Advisory Commission then such fees shall be paid directly from the Obligor to the California Debt&Investment Advisory Commission.If the Equipment includes any titled vehicle(s),then Obligor is responsible for obtaining such title(s)from the State and also for ensuring that Obligee is listed as First Lienholder on all of the title(s).Obligor shall not use the Equipment to haul,convey or transport hazardous waste as defined in the Resource Conservation and Recovery Act,42 U.S.C.6901 et.seq.Obligor agrees that Obligee or its Assignee may execute any additional documents including financing statements,affidavits,notices,and similar instruments,for and on behalf of Obligor which Obligee deems necessary or appropriate to protect Obligee's interest in the Equipment and in this Contract.Obligor shall allow Obligee to examine and inspect the Equipment at all reasonable times.

IX. Default
Section 9.01 Events of Default defined.The following events shall constitute an"Event of Default"under this Contract:
(a) Failure by Obligor to pay any Contract Payment listed on Exhibit B for fifteen(15)days after such payment is due according to the Payment Date listed on Exhibit B,otherthan by reason of abatement as provided under Section 3.03.
(b) Failure by Obligor to maintain any of the insurances as required under section 5.01. (c) Failure to pay any other payment required to be paid under this Contract at the time specified herein and a continuation of said failure for a period of fifteen(15)days after written notice by Obligee that such payment must be made.If Obligor continues to fail to pay any payment aftersuch period,then Obligee may,but will not be obligated to,make such payments and charge Obligor for all costs incurred plus interest at the highest lawful rate. (d) Failure by Obligor to observe and perform any warranty,covenant,condition,promise or duty under this Contract for a period of thirty(30)days after written notice specifying such failure is given to Obligor by Obligee,unless Obligee agrees in writing to an extension of time.Obligee will not unreasonably withhold its consent to an extension of time if corrective action is instituted by Obligor.Subsection(c)does not apply to Contract Payments and other payments discussed above. (e) Any statement,material omission,representation or warranty made by Obligor in or pursuant to this Contract which proves to be false,incorrect or misleading on the date when made regardless of Obligor's intent and which materially adversely affects the rights or security of Obligee under this Contract. (f) Any provision of this Contract which ceases to be valid for whatever reason and the loss of such provision would materially adversely affect the rights or security of Obligee. (g) Obligor admits in writing its inability to pay its obligations. (h) Obligor defaults on one or more of its other obligations. (i) Obligor becomes insolvent,is unable to pay its debts as they become due,makes an assignment for the benefit of creditors,applies for or consents to the appointment of a receiver, trustee,conservator,custodian,or liquidator of Obligor,or all or substantially all of its assets,or a petition for relief is filed by Obligor under federal bankruptcy,insolvency or similar laws,or is filed against Obligor and is not dismissed within thirty(30)days thereafter.

Section 9.02 Remedies on Default.Whenever any Event of Default exists,Obligee shall have the right to take one or any combination of the following remedial steps:
(a) Obligee,with or without terminating this Contract,may collect each installment of Contract Payments as it becomes due and payable with respect to the Equipment in accordance with Exhibit B to the end of the Contract Term.
(b) Obligee,with or without terminating this Contract,may repossess any or all of the Equipment by giving Obligor written notice to deliver the Equipment to the location designated by Obligee.In the event Obligor fails to do so within ten(10)days after receipt of such notice,Obligee may enter upon Obligor's premises where the Equipment is kept and take possession of the Equipment and charge Obligor for costs incurred in repossessing the Equipment,including reasonable attorneys'fees.Obligor hereby expressly waives any damages occasioned by such repossession.If the Equipment or any portion of it has been destroyed or damaged beyond repair,Obligor shall pay the applicable Purchase Option Price of the damaged or destroyed Equipment as set forth in the Contract Payment Schedule. Notwithstanding the fact that Obligee has taken possession of the Equipment,Obligor shall continue to be responsible for the Contract Payments with respect thereto as and when such Contract Payments become or would have become due and payable. (c) If Obligee,in its discretion,takes possession and disposes of the Equipment or any portion thereof,Obligee shall apply the proceeds of any such disposition to pay the following items in the following order:(i)all costs(including,but not limited to,attorneys'fees)incurred in securing possession of the Equipment;(ii)all expenses incurred in completing the disposition; (iii)any sales or transfer taxes;and(iv)the balance of any Contract Payments with respect thereto as and when such Contract Payment would become due and payable.Any disposition proceeds remaining after the requirements of clauses(i),(ii),(iii),(iv)have been met shall be paid to Obligor. (d) By action pursuant to the California Code of Civil Procedure,or as otherwise provided by law,obtain the issuance of a writ of mandamus enforcing,for the entire balance due,or as it becomes due,under Exhibit B of the Contract,the duty of Obligor to appropriate and take all other administrative steps necessary for the making of all Contract Payments. (e) Obligee may take any other remedy available at law or in equity with respectto an Event of Default,including(without limitation)those requiring Obligorto perform any of its obligations under this Contract or to pay any moneys due and payable to Obligee,provided Obligee shall have no rightto accelerate Contract Payments or otherwise declare any Contract Payments not then in default to be immediately due and payable.

Section 9.03 No Remedy Exclusive.No remedy herein conferred upon or reserved to Obligee is intended to be exclusive and every such remedy shall be cumulative and shall be in addition to every other remedy given under this Contract now or hereafter existing at law or in equity.No delay or omission to exercise any right or power accruing upon any default shall impair any such right or shall be construed to be a waiver thereof.

Section 9.04 Return of Equipment and Storage.
(a) Surrender:The Obligor shall,at its own expense,surrender the Equipment,any additional collateral and all required documentation to evidence transfer of title from Obligor to the Obligee in the event of a default by delivering the Equipment and any additional collateral to the Obligee to a location accessible by common carrier and designated by Obligee.In the case that any of the Equipment and any additional collateral consists of software,Obligor shall destroy all intangible items constituting such software and shall deliver to Obligee all tangible items constituting such software.At Obligee's request,Obligor shall also certify in a form acceptable to Obligee that Obligor has complied with the above software return provisions and that they will immediately cease using the software and that they shall permit Obligee and/or the vendor of the software to inspect Obligor's locations to verify compliance with the terms hereto.
(b) Delivery:The Equipment and any additional collateral shall be delivered tothe location designated bythe Obligee by a common carrier unless the Obligee agrees in writingthata common carrier is not needed.When the Equipment and any additional collateral is delivered into the custody of a common carrier,the Obligor shall arrange for the shipping of the item and its insurance in transit in accordance with the Obligee's instructions and at the Obligor's sole expense.Obligor at its expense shall completely sever and disconnect the Equipment and any additional collateral or its component parts from the Obligor's property all without liability to the Obligee.Obligor shall pack or crate the Equipment and any additional collateral and all of the component parts of the Equipment and any additional collateral carefully and in accordance with any recommendations of the manufacturer.The Obligor shall deliver to the Obligee the plans,specifications,operation manuals or other warranties and documents furnished by the manufacturer or vendor on the Equipment and any additional collateral and such other documents in the Obligor's possession relating to the maintenance and methods of operation of such Equipment and any additional collateral. (c) Condition:When the Equipment is surrendered to the Obligee it shall be in the condition and repair required to be maintained under this Contract.It will also meet all legal regulatory conditions necessary for the Obligee to sell or lease it to a third party and be free of all liens.If Obligee reasonably determines that the Equipment or an item of the Equipment,once it is returned,is not in the condition required hereby,Obligee may cause the repair,service,upgrade,modification or overhaul of the Equipment or an item of the Equipment to achieve such condition and upon demand,Obligor shall promptly reimburse Obligee for all amounts reasonably expended in connection with the foregoing. (d) Storage:Upon written request by the Obligee,the Obligor shall provide free storage forthe Equipment and any additional collateral for a period not to exceed 60 days afterthe expiration of the Contract Term before returning it to the Obligee.The Obligor shall arrange for the insurance described to continue in full force and effect with respect to such item during its storage period and the Obligee shall reimburse the Obligor on demand for the incremental premium cost of providing such insurance.

X. Miscellaneous
Section 10.01 Notices.All notices shall be sufficiently given and shall be deemed given when delivered or mailed by registered mail,postage prepaid,to the parties at their respective places of business as first set forth herein or as the parties shall designate hereafter in writing.

Exhibit 2 499

Section 10.02 Binding Effect.Obligor acknowledges this Contract is not binding upon the Obligee or its assignees unless the Conditions to Funding listed on the Documentation Instructions have been met to Obligee's satisfaction,and Obligee has executed the Contract.Thereafter,this Contract shall inure to the benefit of and shall be binding upon Obligee and Obligor and their respective successors and assigns.

Section 10.03 Severability.In the event any provision of this Contract shall be held invalid or unenforceable by any court of competent jurisdiction,such holding shall not invalidate or render unenforceable any other provision hereof.

Section 10.04 Amendments,Addenda.Changes or Modifications.This Contract may be amended,added to,changed or modified by written agreement duly executed by Obligee and Obligor.

Furthermore,Obligee reserves the right to directly charge or amortize into the remaining balance due from Obligor,a reasonable fee,to be determined at that time,as compensation to Obligee for the additional administrative expense resulting from such amendment,addenda,change or modification requested by Obligor.

Section 10.05 Execution in Counterparts.This Contract may be simultaneously executed in several counterparts,each of which shall be an original and all of which shall constitute but one and the same instrument.

Section 10.06 Captions.The captions or headings in this Contract do not define,limit or describe the scope or intent of any provisions or sections of this Contract.

Section 10.07 Master Contract.This Contract can be utilized as a Master Contract.This means that the Obligee and the Obligor may agree to the financing of additional Equipment under this Contract at some point in the future by executing one or more Additional Schedules to Exhibit and Exhibit B,as well as other exhibits or documents that may be required by Obligee.Additional Schedules will be consecutively numbered on each ofthe exhibits which make up the Additional Schedule and all the terms and conditions of the Contract shall govern each Additional Schedule.

Section 10.08 Entire Writing.This Contract constitutes the entire writing between Obligee and Obligor.No waiver,consent,modification or change of terms of this Contract shall bind either party unless in writing and signed by both parties,and then such waiver,consent,modification or change shall be effective only in the specific instance and for the specific purpose given.There are no understandings,agreements,representations,conditions,or warranties,express or implied,which are not specified herein regarding this Contract,the Equipment or any additional collateral,financed hereunder.Any terms and conditions of any purchase order or other documents submitted by Obligor in connection with this Contract which are in addition to or inconsistent with the terms and conditions of this Contract will not be binding on Obligee and will not apply to this Contract.

Obligee and Obligor have caused this Contract to be executed in their names by their duly authorized representatives listed below.

City of Bell Gardens, California LensLock Inc.

Signature Signature
Printed Name and Title Printed Name and Title
Exhibit 2 500

Schedule(01)

EXHIBIT A

DESCRIPTION OF EQUIPMENT
RE: Government Obligation Contract dated as of May 25,2022,between LensLock Inc.(Obligee)and City of Bell Gardens,California(Obligor) Below is a detailed description of all the items of Equipment including quantity,model number and serial number where applicable:

Thirty Five(35)Gen-12 Body Worn Cameras,Twenty One(21)Titan V In-Car Cameras,Twenty Two(22) Fixed Cameras and Three(3) Fixed Exterior Cameras
Physical Address of Equipment after Delivery
Exhibit 2 501

Schedule(01)

EXHIBIT B

PAYMENT SCHEDULE
RE: Government Obligation Contract dated as of May 25,2022,between LensLock Inc.(Obligee)and City of Bell Gardens,California(Obligor) Date of First Payment: July 1,2022
Original Balance: $431,398.06
Total Number of Payments: Five(5)
Number of Payments Per Year: One(1)
Pmt Due Contract Applied to Applied to *Purchase No. Date Payment Interest Principal Option Price 1 01-Jul-22 $81,738.58 $0.00 $81,738.58 $319,186.29 2 01-Jul-23 $84,009.10 $0.00 $84,009.10 $246,987.08 3 01-Jul-24 $86,279.61 $0.00 $86,279.61 $169,845.99 4 01-Jul-25 $88,550.13 $0.00 $88,550.13 $87,580.16 5 01-Jul-26 $90,820.64 $0.00 $90,820.64 $0.00 By signing below,Obligor acknowledges that its obligation to make the Contract Payments set forth in Exhibit B to the Contract includes repayment of the principal amount of$431,398.06,together with interest at 0.000%.

Furthermore,the amount financed by Obligor is$394,640.19 and such amount is the issue price of this Contract for federal income tax purposes.

The difference between the principal amount of this Contract and the issue price is original issue discount,as defined in section 1288 of the Internal Revenue Code of 1986,as amended. The yield of this Contract for federal income tax purposes is 4.300%. Such issue price and yield will be stated in the applicable Form 8038-G.

City of Bell Gardens, California
Signature
Printed Name and Title
*Assumes all Contract Payments due to date are paid
Exhibit 2 502

Schedule(01)

EXHIBIT C

CERTIFICATE OF ACCEPTANCE
RE: Government Obligation Contract dated as of May 25,2022,between LensLock Inc.(Obligee)and City of Bell Gardens,California(Obligor) I,the undersigned,hereby certify that I am a duly qualified representative of Obligor and that I have been given the authority by the Governing Body of Obligor to sign this Certificate of Acceptance with respect to the above referenced Contract.I hereby certify that:

1. The Equipment described on Exhibit A has been delivered and installed in accordance with Obligor's specifications.

2. Obligor has conducted such inspection and/or testing of the Equipment as it deems necessary and appropriate and hereby acknowledges that it accepts the Equipment for all purposes.

3. Obligor has appropriated and/or taken other lawful actions necessary to provide moneys sufficient to pay all Contract Payments required to be paid under the Contract during the current Budget Year of Obligor,and such moneys will be applied in payment of all Contract Payments due and payable during such current Budget Year.

4. Obligor has obtained insurance coverage as required under the Contract from an insurer qualified to do business in the State.

5. No event or condition that constitutes or would constitute an Event of Default exists as of the date hereof.

6. The governing body of Obligor has approved the authorization, execution and delivery of this Contract on its behalf by the authorized representative of Obligor who signed the Contract.

7. Please list the Source of Funds(Fund Item in Budget)for the Contract Payments that come due under Exhibit B of this Contract.

Source of Funds: General Fund
By signing below,Obligor hereby authorizes the General Fund of the Obligor as a backup source of funds from which the Contract Payments can be made.

City of Bell Gardens, California
Signature
Printed Name and Title
Exhibit 2 503

Schedule(01)

EXHIBIT D

OBLIGOR RESOLUTION
RE: Government Obligation Contract dated as of May 25,2022,between LensLock Inc.(Obligee)and City of Bell Gardens,California(Obligor) At a duly called meeting of the Governing Body of the Obligor(as defined in the Contract) held on the following resolution was introduced and adopted:

BE IT RESOLVED by the Governing Body of Obligor as follows:

1. Determination of Need.The Governing Body of Obligor has determined that a true and very real need exists for the acquisition of the Equipment described on Exhibit A of the Government Obligation Contract dated as of May 25,2022,between City of Bell Gardens,California(Obligor)and LensLock Inc.(Obligee).

2. Approval and Authorization. The Governing Body of Obligor has determined that the Contract, substantially in the form presented to this meeting,is in the best interests of the Obligor for the acquisition of such Equipment,and the Governing Body hereby approves the entering into of the Contract by the Obligor and hereby designates and authorizes the following person(s)to execute and deliver the Contract on Obligor's behalf with such changes thereto as such person(s) deem(s) appropriate, and any related documents, including any Escrow Agreement, necessary to the consummation of the transaction contemplated by the Contract.

Authorized Individual(s):
(Typed or Printed Name and Title of individual(s)authorized to execute the Contract)

3. Adoption of Resolution.The signatures below from the designated individuals from the Governing Body of the Obligor evidence the adoption by the Governing Body of this Resolution.

Signature:
(Signature of Secretary,Board Chairman or other member of the Governing Body) Printed Name&Title:
(Printed Name and Title of individual who signed directly above) Attested By:
(Signature of one additional person who can witness the passage of this Resolution) Printed Name&Title:
(Printed Name of individual who signed directly above)
Exhibit 2 504

Schedule(01)

EXHIBIT E

BANK QUALIFIED CERTIFICATE
RE: Government Obligation Contract dated as of May 25,2022,between LensLock Inc.(Obligee)and City of Bell Gardens,California(Obligor) Whereas,Obligor hereby represents that it is a"Bank Qualified"Issuer for the calendar year in which this Contract is executed by making the following designations with respect to Section 265 of the Internal Revenue Code of 1986,as amended(the"Code").(A"Bank Qualified Issuer"is an issuer that issues less than ten million($10,000,000)dollars of tax-exempt obligations other than"private activity bonds"as defined in Section 141 of the Code, excluding certain"qualified 501(c)(3)bonds"as defined in Section 145 of the Code,during the calendar year).

Now,therefor,Obligor hereby designates this Contract as follows:

1. Designation as Qualified Tax-Exempt Obligation.Pursuant to Section 265(b)(3)(13)(i)of the Code,the Obligor hereby specifically designates the Contract as a "qualified tax-exempt obligation"for purposes of Section 265(b)(3) of the Code. In compliance with Section 265(b)(3)(D) of the Code, the Obligor hereby represents that the Obligor will not designate more than $10,000,000 of obligations issued by the Obligor in the calendar year during which the Contract is executed and delivered as such"qualified tax-exempt obligations".

2. Issuance Limitation. In compliance with the requirements of Section 265(b)(3)(C)of the Code,the Obligor hereby represents that the Obligor (including all subordinate entities of the Obligor within the meaning of Section 265(b)(3)(E)of the Code) reasonably anticipates not to issue in the calendar year during which the Contract is executed and delivered,obligations bearing interest exempt from federal income taxation under Section 103 of the Code(other than "private activity bonds" as defined in Section 141 of the Code and excluding certain "qualified 501(c)(3) bonds"as defined in Section 145 of the Code)in an amount greater than$10,000,000.

City of Bell Gardens, California
Signature
Printed Name and Title
Exhibit 2 505

NOTICE OF ASSIGNMENT
MAY 25,2022
LensLock Inc.(Obligee/Assignor) hereby gives notice of an Assignment between Obligee/Assignor and KS StateBank(Assignee) of the Government Obligation Contract(Contract)between Obligee/Assignor and City of Bell Gardens,California,dated as of May 25,2022.

All Contract Payments coming due pursuant to the Contract shall be made to:

KS StateBank
P.O.Box 69
Manhattan,Kansas 66505-0069
LensLock Inc., Obligee/Assignor
Signature
Printed Name and Title

ACKNOWLEDGEMENT OF AND CONSENT TO ASSIGNMENT
City of Bell Gardens,California(Obligor)as party to a Government Obligation Contract dated as of May 25,2022 between Obligor and LensLock Inc. (Obligee),hereby acknowledges receipt of a Notice of Assignment dated May 25,2022 whereby Obligee gave notice of its assignment to KS StateBank of its right to receive all Contract Payments due from Obligor under the Contract and hereby consents to that Assignment.Pursuant to the Notice of Assignment from Obligee,Obligor agrees to deliver all Contract Payments coming due under the Contract to:

KS StateBank
P.O.Box 69
Manhattan,Kansas 66505-0069
City of Bell Gardens, California
Signature
Printed Name and Title
Exhibit 2 506

Credit Application
Return completed application with required financial information.

Legal Name of Obligor: City of Bell Gardens, California Fed. Tax ID#: 95-2141830 Address: 7100 Garfield Ave.

City: Bell Gardens County: Los Angeles State: CA Zip: 90201 Contact Person: Dano Neslen Title: Lieutenant
Phone: (562)755-6413 Fax: ( )
Email Address: [email protected]
Alternative Contact Person: Title:

Phone: Fax: ( )
Email Address:

Date municipal entity was established: Does the obligor self-insure for property&liability insurance? Total Cost of Equipment/Project: $ Term (years):

Delivery Date: Payment Amount: $
Payments: ❑ Monthly ❑ Quarterly ❑ Semi-Annual ❑Annual How will the contract payments be made? ❑ P-Card*Addt'I Fees Will Apply* ❑ Check ❑ACH ❑ Other(specify) What fund will the remaining contract payments be made from? ❑ General ❑ Special (specify) Equipment Description:

Replacement Equipment: ❑Yes ❑ No Age of current equipment: Year purchased:

If not a replacement, why is the equipment needed?
Describe the essential use of the equipment:

Has the obligor ever defaulted or non-appropriated on a lease, bond, or legal obligation? El Yes El No Will the obligor issue more than$10,000,000 in tax-exempt debt in this calendar year? El Yes ❑ No EE] Financial Information Required
• Two (2) most recently completed audits
• For any unaudited fiscal year provide comprehensive financial statements to include a Balance Sheet with Debt Service Commitments and an Income Statement in place of the audits Completed By(signature): Printed Name and Title: Date:
• Additional financial information may be requested if deemed necessary during credit review. • By signing this application Obligor representative agrees to the following statement. "Everything stated in this application is correct to the best of my knowledge. 1 understand Obligee will retain this application whether or not it is approved. Obligee is authorized to verify any information on this application with an appropriate third party as necessary to complete the credit review process."
Exhibit 2 507

INSURANCE REQUIREMENTS
Pursuant to Article V of the Government Obligation Contract, you have agreed to provide us evidence of insurance covering the Equipment.

A Certificate of Insurance listing the information stated below should be sent to us no later than the date on which the equipment is delivered.

Insured: Certificate Holder:

City of Bell Gardens,California KS StateBank
7100 Garfield Avenue 1010 Westloop, P.O. Box 69
Bell Gardens,California 90201 Manhattan, Kansas 66505-0069

1. Equipment Description
♦ Thirty Five(35)Gen-12 Body Worn Cameras,Twenty One(21)Titan V In-Car Cameras,Twenty Two(22)Fixed Cameras and Three(3) Fixed Exterior Cameras
♦ Please include all applicable VIN's,serial numbers,etc.

2. Deductible
♦ The deductible amounts on the insurance policy should not exceed$25,000.00.

3. Physical Damage
♦ All risk coverage to guarantee proceeds of at least$431,398.06.

4. Loss Payee
♦ KS StateBank AOIA(and/or Its Assigns)MUST be listed as loss payee.

5. Rental Interruption/Abatement Insurance
♦ As set forth in Section 5.01(c)of the Contract.

Please forward certificate as soon as possible to: Email: [email protected] Please complete the information below and return this form along with the Contract.

City of Bell Gardens,California
Insurance Company:

Agent's Name:

Telephone#:

Fax#:

Address:

City,State Zip:

Email:

Exhibit 2 508

*PREFERRED*
*As an additional payment option for Obligor,we are now providing the option of ACH(Automatic Clearing House).By completing this form,Obligor is authorizing Obligee to withdraw said payment amount on said date.

DEBIT AUTHORIZATION
I hereby authorize KS StateBank Government Finance Department to initiate debit entries for the Payment Amount(including,but not limited to,any late fees,rate changes,escrow modifications,etc.).I acknowledge that KS StateBank Government Finance Department may reinitiate returned entries up to two additional times,to the account indicated below at the financial institution named below and to debit the same to such account for:

Contract Number Payment Amount Frequency of Payments 3360432 1 @$81,738.58; 2 @$84,009.10; Annual 3 @$86,279.61; 4 @$88,550.13;
5 @$90,820.64
Beginning Day of Month
Month Year Debits will be made according to Exhibit B of the Contract I acknowledge that the origination of ACH transactions to this account must comply with the provisions of U.S.law.

Financial Institution Name Branch
Address City State Zip
Routing Number Account Number
Type of Account ❑Checking ❑Savings
If the account does not have sufficient funds,KS StateBank Government Finance Department may attempt, but shall have no obligation to continue to attempt to deduct the payment from the account. If the account has insufficient funds when KS StateBank Government Finance Department attempts to deduct a payment,KS StateBank Government Finance Department may terminate the automatic deduction of payments upon notice to borrower and me. Until such time as payment is made, borrower shall be responsible to make such payments,and all other payments that may be due to KS StateBank Government Finance Department regarding the above-referenced loan.

This authority is to remain in full force and effect until KS StateBank has received written notification from any authorized signer of the account of its termination in such time and manner as to afford KS StateBank a reasonable opportunity to act on it.

Obligor Name on Contract
City of Bell Gardens,California
Signature Printed Name and Title
Tax ID Number Date
95-2141830
PLEASE ATTACH COPY OF AVOIDED CHECK TO THIS FORM!
USA Patriot Act
USA Patriot Act requires identity verification for all new accounts. This means that we may require information from you to allow us to make a proper identification.

Exhibit 2 509

INVOICE
DATE SENT: 05-03-2022
BILL TO: REMIT TO:

CITY OF BELL GARDENS,CALIFORNIA KS STATE BANK
ATTN:ACCOUNTS PAYABLE GOVERNMENT FINANCE DEPARTMENT 7100 GARFIELD AVENUE PO BOX 69
BELL GARDENS,CALIFORNIA 90201 MANHATTAN, KS 66505-0069 FOR INQUIRIES: (858)231-4061
ACCOUNT • DATE DATE • AMOUNT DUE 3360432 60432-06-2022 06-25-2022 06-25-2022 $81,738.58 DESCRIPTION •
GOVERNMENT OBLIGATION CONTRACT PAYMENT AMOUNT: $81,738.58 DATED AS OF MAY 25,2022
THIRTY FIVE(35)GEN-12 BODY WORN CAMERAS,TWENTY ONE(21)TITAN V IN-CAR CAMERAS,TWENTY TWO(22) FIXED CAMERAS AND THREE (3) FIXED EXTERIOR CAMERAS Additional interest will be assessed on any payment received after the due date. $81,738.58
Exhibit 2 510

8038 REVIEW FORM
The 8038 form attached hereto is an important part of the documentation package and must be properly filled out and submitted to the Department of the Treasury in order for you to receive the lower tax-exempt rate.Unless you instruct us otherwise,we have engaged a Paid Preparer to assist in the filling out of this form.The Paid Preparer has filled out the relevant portions of this form based on the current understanding of what is required by the Department of the Treasury.The responses on this 8038 form are based on the dates and amounts which you have requested(structure of the transaction)and which are on the Payment Schedule.

1. Please review our responses for accuracy.If anything is inaccurate,please contact our office so that we can make proper revisions.

2. If the information provided to you on this form is accurate,please sign where indicated and return with the document package.

3. If there are any changes to the structure of the transaction that occur prior to funding which require a change to the 8038 form,we will make such changes and provide notification to you.

4. We will return to you a copy of the 8038 form that was mailed to the Department of the Treasury.

Important Note:

The IRS is now requesting information regarding tax-exempt issuers' and borrowers' written policies and procedures designed to monitor post- issuance compliance with the federal tax rules applicable to tax-exempt obligations(boxes 43 and 44). Do not check items 43 and 44 on the 8038 form unless you have established written procedures in accordance with the instructions referenced directly below. If you choose to"check"items 43 and/or 44,please be prepared to provide copies of such written procedures to the Paid Preparer or any representatives of the IRS upon request.

Written procedures should contain certain key characteristics,including making provisions for:
• Due diligence review at regular intervals;
• Identifying the official or employee responsible for review; •Training of the responsible official/employee;
• Retention of adequate records to substantiate compliance(e.g.,records relating to expenditure of proceeds); • Procedures reasonably expected to timely identify noncompliance;and • Procedures ensuring that the issuer will take steps to timely correct noncompliance.

For additional guidance on this 8038 form, you can refer to the Documentation Instructions located on the following government website:
http://www.irs.gov/app/picklist/list/formslnstructions.htmll or contact your local IRS office.

Exhibit 2 511

Form 8038-G Information Return for Tax-Exempt Governmental Obligations (Rev.September 2018) ► Under Internal Revenue Code section 149(e) OMB No.1545-0720 Department of the Treasury ►See separate instructions.

Internal Revenue Service Caution:If the issue price is under$100,000, use Form 8038-GC.

Reporting Authority If Amended Return, check here ► ❑ 1 Issuer's name 2 Issuer's employer identification number(EIN) City of Bell Gardens,California 95-2141830 3a Name of person(other than issuer)with whom the IRS may communicate about this return(see instructions) 3b Telephone number of other person shown on 3a 4 Number and street(or P.O.box if mail is not delivered to street address) Room/suite 5 Report number(For IRS Use Only) 7100 Garfield Avenue 1 3
6 City,town,or post office,state,and ZIP code 7 Date of issue Bell Gardens,California 90201 0512512022 8 Name of issue 9 CUSIP number
Government Obligation Contract None
10a Name and title of officer or other employee of the issuer whom the IRS may call for more information(seE 10b Telephone number of officer or other instructions) employee shown on 10a
Mr.Dano Neslen,Lieutenant (562)755-6413
Type of Issue(enter the issue price).See the instructions and attach schedule. 11 Education . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11 12 Health and hospital . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 12 13 Transportation . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13 14 Public safety . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 14 394,921 97 15 Environment(including sewage bonds) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 15 16 Housing . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16 17 Utilities . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 17 18 Other. Describe ► 18
19 If obligations are TANs or RANs,check only box 19a . . . . . . . . . . . . . . . . . . . . . ► ❑ If obligations are BANs,check only box 19b . . . . . . . . . . . . . . . . . . . . . . . . . ► ❑ 20 If obligations are in the form of a lease or installment sale,check box . . . . . . . . . . . . . . . ► Q Description of Obligations. Complete for the entire issue for which this form is being filed. (c)Stated redemption (d)Weighted
(a)Final maturity date (b)issue price price at maturity average maturity (e)Yield 21 0612512026 $ 394,921.97 $ NIA 4.080 years 4.300 % RiffLMV Uses of Proceeds of Bond Issue(including underwriters'discount) 22 Proceeds used for accrued interest . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 22 23 Issue price of entire issue(enter amount from line 21,column(b)) . . . . . . . . . . . . 23 24 Proceeds used for bond issuance costs(including underwriters'discount) . . . . 24 25 Proceeds used for credit enhancement . . . . . . . . . . . . . . . . . . 25 26 Proceeds allocated to reasonably required reserve or replacement fund . . . . . 26 27 Proceeds used to refund prior tax-exempt bonds. Complete Part V. . . . . . . . 27 28 Proceeds used to refund prior taxable bonds.Complete Part V. . . . . . . . . 28 29 Total(add lines 24 through 28) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 29 30 Nonrefunding proceeds of the issue subtract line 29 from line 23 and enter amount here 30 Description of Refunded Bonds. Complete this part only for refunding bonds. 31 Enter the remaining weighted average maturity of the tax-exempt bonds to be refunded. . . . . . . . . . . ► years 32 Enter the remaining weighted average maturity of the taxable bonds to be refunded . . . . . . . . . . . . ► years 33 Enter the last date on which the refunded tax-exempt bonds will be called (MM/DDNYYY) . . . . . . . . . ► 34 Enter the date(s)the refunded bonds were issued ► (MM/DDNYYY) . . . . . . . . . . . . . . . . .

For Paperwork Reduction Act Notice,see separate instructions. Cat. No.63773S Form 8038-G (Rev.9-2011) Exhibit 2 512

Form 8038-G Rev.9-2011 Page 2
MIMM Miscellaneous
35 Enter the amount of the state volume cap allocated to the issue under section 141(b)(5) . . . . . . . . . . . 35 36a Enter the amount of gross proceeds invested or to be invested in a guaranteed investment contract (GIC) (see instructions) . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 36a b Enter the final maturity date of the GIC► (MM/DD/YYYY) c Enter the name of the GIC provider ►
37 Pooled financings: Enter the amount of the proceeds of this issue that are to be used to make loans to other governmental units . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 37 38a If this issue is a loan made from the proceeds of another tax-exempt issue,check box► [Iand enter the following information:
b Enter the date of the master pool bond ►(MM/DD/YYYY) c Enter the EIN of the issuer of the master pool bond Po- d Enter the name of the issuer of the master pool bond ► 39 If the issuer has designated the issue under section 265(b)(3)(B)(i)(I II)(small issuer exception),check box. . . . . . . . . . . . ► Q 40 If the issuer has elected to pay a penalty in lieu of arbitrage rebate,check box. . . . . . . . . . . . . . . . . . . . . . . ► ❑ 41a If the issuer has identified a hedge,check here ► ❑ and enter the following information:
b Name of hedge provider►
c Type of hedge Po-
d Term of hedge ►
42 If the issuer has superintegrated the hedge,check box . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . ► ❑ 43 If the issuer has established written procedures to ensure that all nonqualified bonds of this issue are remediated according to the requirements under the Code and Regulations(see instructions),check box . . . . . . . . . . . . . . . . ► ❑ 44 If the issuer has established written procedures to monitor the requirements of section 148,check box . . . . . . . . . . . . ► ❑ 45a If some portion of the proceeds was used to reimburse expenditures,check here ► ❑ and enter the amount of reimbursement. . . . . . . . . . . lo-
b Enter the date the official intent was adopted ►(MM/DD/YYYY) Under penalties of perjury,I declare that I have examined this return and accompanying schedules and statements,and to the best of my knowledge Signature and belief,they are true,correct,and complete.I further declare that I consent to the IRS's disclosure of the issuer's return information,as necessary to and process this return,to the person that I have authorized above.

Consent
Signature of issuer's authorized representative Date Type or print name and title Print/Type preparer's name Preparer's signature Date PTIN H.Evan Howe Check❑if
Paid ; 2022.05.0316:00: self-employed
Preparer H. Evan Howe 57-05.00, 0510312022 P01438994 Use Only Firm's Name► Baystone Financial LLC Firm's EIN ► 48-1223987 Firm's Address► 10601 Mission Road,Suite 200,Leawood, KS 66206 Phone no. 800 752-3562 Form 8038-G (Rev.9-2011))
Exhibit 2 513

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER
u
m

AG E N DA RE P O RT
Item 13.

TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Elizabeth Nava, Director of Recreation and Community Services Grissel Chavez, Director of Public Works
SUBJECT: AQUATIC CENTER PROJECT UPDATE-AUGUST 2022
DATE: August 22, 2022
RECOMMENDATION:

It is staff's recommendation that the City Council receive and file the John Anson Ford Park Aquatic Center update presentation.

BACKGROUND/DISCUSSION:

On February 24, 2021, the City entered into an agreement with RJ M Design Group (RJ M) for design, architecture and engineering services for the Aquatic Center and John Anson Ford Park(Ford Park).

Project Costs:

The estimated construction and soft costs to fully fund the Aquatic Center total approximately $22.7 million. Actual costs will be determined once the bidding and procurement process takes place.

Project Costs:

Construction Costs
Demolition to Pool $1.1 M
New Aquatics Center $18 M
Soft Costs
Architect, engineering,
project and construction $3.6M
management, materials,
testing & inspection
Estimated Total Project Cost: $22.7 M
Staff presented the last project update to Council in April of this year. This August update is being presented to provide Council new information on activities that have been completed to date, along with challenges staff has been addressing.

Completed Progress to Date:
• Architectural and Engineering plans have been returned from LA County Department of Public Health. RJ M updated the plans accordingly and provided a 100% draft of the plans for final review and approval. 514

• Staff submitted funding requests to various dignitaries and local officials and are happy to announce that:
• Assemblywoman Cristina Garcia has awarded the Bell Gardens Aquatic Center Project$2 million. • Congresswoman Lucille Roybal-Allard approved allocating $1.5 million for the Bell Gardens Aquatic Center on the bill for funding consideration.
• Funding request is from the Congressionally Directed Spending appropriations for the 22-23 Fiscal year. Specifically, this comes out of appropriations from the Transportation, Housing and Urban Development and Related Agencies Bill. • The bill will need to be approved prior to funding being received by the City. We expect notice of award to be sometime in the Spring or early Summer of 2023. • Staff is waiting to hear back from Supervisor Janice Hahn's office regarding funding for this project. • Staff was informed that funding was not allocated by State Senator Lena Gonzalez.

Key Next Steps:
• Staff will continue providing monthly project updates to the Aquatic CenterAd Hoc Committee. • City is still waiting to receive Notice to Proceed (NTP)from the National Park Services (NPS)for the $6 million Land and Water Grant. As has been previously noted, the City cannot move forward on the demolition of the site until the NTP is received by the National Park Service. The State anticipates that the NTP will be given this summer which will allow the City to proceed with work.
• Recreation and Community Services staff hosted an aquatics program this summer at the Chet Holifield Park Pool in Montebello. Lessons will continue through the month of October as well as water aerobic classes and Rec Swim. Transportation is being provided to residents who are otherwise unable to get to Montebello.

Residents may sign up for swim lessons online through Active Net or in person at Ford and Veterans Park.

CONCLUSION:

Staff will keep council informed of progress with the National Park Services' Notice to Proceed as well as any additional funding that is secured.

FISCAL IMPACT:

The Land and Water Conservation Fund grant and any future allocations secured through various elected officials, will help offset the cost of new Aquatic Center. The balance of funds needed may come from general fund and CDBG/private financing.

APPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, Assistant City Attorney for Rick R. Olivarez, City Attorney Manuel Carrillo, Director of Finance and Administrative Services 515

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER
m

AG E N DA RE P O RT
Item 14.

TO: Honorable Mayor and City Council Members
FROM: Michael O'Kelly, City Manager
BY: Vanessa Quiroz,Acting City Clerk
SUBJECT: LOCAL COMMISSIONS APPOINTMENT LIST
DATE: August 22, 2022
RECOMMENDATION:

It is staff's recommendation that the City Council review the Commissions Appointments List and by motion, remove commissioners and/or make appointments to the posted vacancies.

BACKGROUND/DISCUSSION:

The Local Appointments List includes all Bell Gardens Commissions and Commissioners. The City Council adopted Ordinance No. 825 on July 13, 2009 establishing minimum requirements for service on commissions. All Commissioners must reside within the City of Bell Gardens and may only serve on one Commission at a time. Once appointed, each Commissioner must adhere to the requirements of the City's Conflict of Interest Code and state- mandated AB 1234 ethics training and AB 1661 harassment training.

Ordinance No. 825 allows each Council Member to remove or appoint one candidate per Commission, subject to the approval of the Council majority. Appointed Commission Members serve terms that coincide with the term of the Council Member who made the appointment.

Pursuant to California Government Code Section 54974 any special vacancy that have occurred have been posted for at least 10 working days and is eligible for appointment by corresponding Council Member:
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CONCLUSION:

After an appointment is made, Commission members will receive their Oath of Office and will begin service with their respective Commission at the next regularly scheduled Commission meeting. The City Clerk's Office will arrange for the proper filing of Conflict of Interest Code forms and schedule AB 1234 and AB 1661 training.

FISCAL IMPACT:

No fiscal impact.

ATTACHMENTS:
516

Exhibit 1 - Commissioner Roster
Exhibit 2 - Notice of Unscheduled Vacancy_Senior Citizen Commission APPROVED ELECTRONICALLY BY:

Michael B. O'Kelly, City Manager
Stephanie Vasquez, Assistant City Attorney for Rick R. Olivarez, City Attorney Manuel Carrillo, Director of Finance and Administrative Services 517

CITY OF BELL GARDENS

ROSTER OF CITY COMMISSIONS
Updated: 8/18/2022
NAME APPOINTED BY APPOINTMENT DATE
77 Miguel Flores Chavez 3/22/2021
Kristina Paulo Barcena 9/14/2020
Oscar Boado Jr. Cortez 10/12/2020
Jonathan Herrera Flores 9/27/2021
Francis De Leon Sanchez Pulido 1/11/2021
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Miguel De La Rosa Chavez 1/11/2021
Andrew Leon Barcena 12/14/2020
Alexander Villalobos Cortez 2/11/2019
Dianne Flores Flores 4/8/2019
Tony Rivera Pulido 1/11/2021
1 IIIIIIIIIII
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Tiara Solorzano Chavez 1/25/2021
Isabel Duron Barcena 8/8/2022
Carmen Vargas Cortez 9/14/2020
Laura Cortez Flores 4/12/2021
VACANT Pulido
VACANT Chavez
Ana Maria Sanchez Flores Barcena 9/27/2021 Tiffany Quintero-Maldonado Cortez 1/25/2021
VACANT Flores
VACANT Pulido
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Carlos Jose Barrera Chavez 1/11/2021
David Edward Heredia Barcena 1/14/2019
Raul Velasco Cortez 9/14/2020
Amy Sanchez Flores 4/11/2022
Jayson Gavilanes Pulido 1/11/2021
Exhibit 1 518

City of Bell Gardens
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An unscheduled vacancy exists on the:.

SENIOR CITIZEN COMMISSION
Pursuant to Section 54974 of the California Government Code, NOTICE IS HEREBY GIVEN that an unscheduled vacancy has occurred on the Bell Gardens Senior Citizen Commission as of July 9 2022. The unexpired term will end December 2022.

Applicants must be a registered voter and resident of the City of Bell Gardens. No person previously convicted of a felony in this state or elsewhere shall be permitted to serve on any City commission. Any member of a commission shall be deemed to have resigned from the commission, and his or her office as a member of the commission shall automatically vacated, in the event the member ceases to be a resident of the City or is convicted of a felony. (Bell Gardens Municipal Code Sections 2.68.030, 2.28.030, 2,22.030, 2.35.030) Appointment to fill the position will be made by the Bell Gardens City Council. Residents interested in being consider for said position should complete and submit a Gcrniii a s�AA)n iir ices,, �mmMp icabo to the City Clerk's office, 7100 Garfield Ave, Bell Gardens, CA 90201.

Applications will be accepted in the City Clerk's Office on a continuous basis until an appointment is made.

A �"o�inu iii siorr rSerif'i cati ri may be obtained from the City of Bell Gardens website at! !,.zIl� dp!j� or at the City Clerk's Office at City Hall. Please call the City Clerk's Office at (562) 806-7705 for more information.

This notice was duly posted no later than 20 days after the vacancy occurred as required by law. Final appointment to the Senior Citizen Commission shall not be made by the City Council for at least ten (10) working days after posting of this notice. An appointment can be made after JuIv 28 ,2022,
Vail O' M
Vanessa t uiroz, Vcting City Clerk
Posted Ju9y 'I , 2022'

Bell Gardens City CouncilAugust 22, 2022

Bell Gardens City Council
August 22, 2022