Bell Gardens City Council
February 27, 2023

Hawaii
daho
MarsingRural F District
McCall Fire Protection District
McCall Memorial Hospital District
Meridian Cemetery Maintenance District
Meridian Library District
Meridian Rural Fire Protection District
Mica Kidd island Fire Protection District
Middleton Rural Fire District
Midvale Fire Protection District
Mlnldoka County Fire Protection District
Mlnldoka County Highway District
Moreland Water and Sewer District
Mountain Home Highway District
Mountain Rides Transportation Authority
Nampa and Meridian Irrigation District
Nampa Highway District No.1
Nampa Housing Authority
New Plymouth Fire District
North Bingham County District Library
North Custer Hospital District
North Kootenai Water and Sewer District
North Lake Recreational Sewer and Water District
North Latch County Highway District
Northern Lakes Fire District
Northsme Fire District
Notus,Parma Highway District No. 2
Oakley Highway District
Oakley Library District
Ola District Library
Oneida county Fire District
Oregon Trail Recreation District
Outlet Bay Water and Sewer District
Panhandle Health District
Parma Rural Fire Protection District
Pine Ridge Water and Sewer District
Pinehurst Water District
Pioneer Irrigation District
Placerville Fire Protection District
Pocatello Housing Authority
Pocatello-Chubbuck Auditorium District
Portneuf District Library
Post Falls Highway District
Power County Highway District
Prairie Highway District
Prairie -River Library District
Progressive Irrigation District
Raft River Highway District
Rapid River Water and Sewer District
Richfield District Library
Riverside Independent Water District
Rock Creek Fire District
Rockland Rural Fire District
Rogerson Water District
Ross Point Water District
Sagle Fire District
Salmon River Clinic Hospital District
Sam Owen Fire District
Santa,Fernwood Water and Sewer District
Schweitzer Fire -Rescue District
Settlers Irrigation District
Shelley/Firth Fire District
Shoshone City & Rural Fire District
Shoshone County Fire Protection District No.2
Shoshone Highway District No. 2
South Bannock Library District
South Bingham Soil Conservation District
South Boundary Fire Protection District
South Custer Fire District
South Fork Coeur d'Alene River Sewer District
South Latch Highway District
Southslde Water and Sewer District
Southwestern Idaho Cooperative Housing Authority
SL Maries Fire Protection District
Star Joint Fire District
Star Sewer and Water District
Son Valley Water and Sewer District
Sunset Heights Water District
Targhee Regional Public Transit Authority
Targhee Regional Public Transportation Authority
Teton County Fire Protection District
Three Creek Highway District
Three Mlle Water District
Timberlake Fire Protection District
Twin Falls Highway District
Twin Falls Housing Authority
Twin Fails Rural Fire Protection District
Twin Ridge Rural Fire District
Union Independent Highway District
Upper Fords Creek Rural Fire District
Warm Lake Recreational Water District
Wendell Highway District
West Bose Sewer District
West Bonner Library District
West Bonner Water and Sewer District
Dreg
Ra School D 'ct No 13
Redmond School District No. 21
Reedsport School District No. 105
Region 9 Education Service District
Reynolds School District No. 7
Riddle School District No. 70
Riverdale School District No. 511
Rogue River School District No. 35
Roseburg Public Schools
Salemkelzer Public School District No. 24J
Santlam Canyon School District No. 129,
Santlam Christian Schools
Scappeose School District No. 11
Sdo School District No. 95C
Seaside School District
Sheridan School District No. 4.

Sherman County School District
Sherwood School District No. 881
Sliver Falls School District No. 4l
Sisters School District No.6
Sluslaw School District No. 971
South Coast Education Service District, Region No. 7
South Lane School District No. 4513
South Umpqua School District No. 19
South Wasco County School District No.1
Southern Oregon Education Service District
Spray School District No.1
Springfield School District No. 19
St. Helens School District No. 502
St. Paul School District No. 45
Stanfield School District No. 61
Sutherlin School District No. 130
Sweet Home School District No. 55
Three Rivers School District
Tigard -Tualatin School District No. 231
Tillamook School District No.9
Ukiah School District 80 R
Umatilla School District No.6
Union School District 5
Vale School District No. 84
Vernonia School District No. 47.1
Wallowa School District No. 12
Warrenton -Hammond School District No. 30
West Linm Wlisonville School District
Willamette Education Service District
Wlllamina School District No. 301
Winston Dillard School District No. 116
Woodburn School District No. 103
amhlll-Carlton School District No.1
ncalla School District No. 32
Special District
Adair Rural Fire Protection District
Amity Fire District
Applegate Valley Fire District No.9
Arch Cape Sanitary District
Arch Cape Water District
Arnold Irrigation District
Aumsvllle Rural Fire District
Baker County Library District
Baker Rural Fire Protection District
Baker Valley Soil and Water Conservation District
Bandon Rural Fire Protection District
Barlow Water Improvement District
Bay Area Hospital District
Bend Parks anti Recreation District
Beverly Beach Water District
Black Butte Ranch Rural Fire Protection District
Blue Mountain Hospital District
Blue River Water District
Boardman Park anti Recreation District
Boardman Rural Fire Protection District
Boring Water District No. 24
Boulder Creek Retreat Special Road District
Brownsville Rural Fire District
Buell -Red Prairie Water District
Bunker Hill Sanitary District
Burlington Water District
Camellia Park Sanitary District
Cannon Beach Rural Fire Protection District
Central Lincoln People's Utility District
Central Oregon Irrigation District
Central Oregon Park and Recreation District
Central Oregon Regional Housing Authority
Charleston Fire District
Charleston Sanitary District
Chehalem Park and Recreation District
Chenowlth Water Public Utility District
ChllaquimAgency Lake Rural Fire Protection District
Christmas Valley Domestic Water Supply District
Christmas Valley Park and Recreation District
Clackamas County Fire District No.1
Clackamas County Housing Authority
Clackamas County Soil and Water Conservation District
Clatskanie Park and Recreation District
South Carolina
Greenville County R District
Greenville County Redevelopment Authority
Greenville Housing Authority
Greenville Transit Authority
Greenwood Metropolitan District
Greer Housing Authority
Hartsville Housing Authority
Hilton Head No.1 Public Service District
Holly Springs Fire -Rescue District
Homeland Park Water and Sewer District
Mines Island Public Service District
Kingstree Housing Authority
Lady's Island -St. Helena Fire District
Lake City Housing Authority
Lancaster County Water and Sewer District
Lancaster Housing Authority
Lancaster Soil and Water Conservation District
Laurens Housing Authority
Lexington County Health Services District, Inc.

Liberty-ChesnemFtngerville Water District
Local noosing Authority
Lwcountry Regional Transportation Authority
Lugoff--Elgin Water Authority
Marlon Housing Authority
Marlboro County Housing Authority
McColl Housing Authority
Medial University Hospital Authority
Metropolitan Sewer Sub -District
Mltford Water and Sewer District
Mullins Housing Authority
Murrells Inlet -Garden City Fire District
Myrtle Beach Air Force Base Redevelopment Authority
Myrtle Beach Housing Authority
Newberry County Water and Sewer Authority
Newberry Housing Authority
North Charleston Housing Authority
Norm Charleston Sewer District
Norm Greenville Fire District
Oconee County Joint Regional Sewer Authority
Parker Sewer and Fire Subdistrict
Patriots Point Development Authority
Pee Dee Regional Airport District
Pee Dee Regional Transportation Authority
Piedmont Public Service District
Pioneer Rural Water District
Powdersville Water District
Rlchland,Lexington Airport District
Rlchland,Lexington Riverbanks Park District
Rock Hill Housing Authority
Saluda County Water and Sewer Authority
Sandy Springs Water District
Santee Fire Service District
Santee Wateree Regional Transportation Authority
Sheldon Township Fire District
Slater -Marietta Fire District
South Carolina Housing Authority Bond Council
South Carolina Public Employee Benefit Authority
South Carolina Regional Housing Authority No.1
South Carolina Regional Housing Authority No. 3
South Carolina State Education Assistance Authority
South Carolina State Fiscal Accountability Authority
South Carolina State Housing Finance and Development Authority South Carolina State Ports Authority
South Greenville Fire District
South Island Public Service District
Southsme Rural Community Water District
Spartanburg Housing Authority
Spartanburg Regional Health Services District
St. Andrews Public Service District South Carolina
St. John's Fire District
Starr -Iva Water and Sewer District
Starter-Jackson-Wellford,Dunan Water District
Sumter Housing Authority
Talatha Rural Community Water District
Taylors Fire and Sewer District
Three Rivers Solid Waste Authority
Tlgerville Fire District
Tri-County Solid Waste Authority
Union Housing Authority
Valley Public Service Authority
Waccarnaw Regional Transportation Authority
Wedgefield Stateburg Water District
West Anderson Water District
WesNlew-Fairforest Fire District
Whitney Fire Protection District
Williamsburg County Transit Authority
Williamsburg County Water and Sewer Authority
Woodruff Housing Authority
Woodruff -Roebuck Water District
York County Natural Gas Authority
State
Santee -Lynches Regional Council of Governments
South Carolina Department of Health and Environmental Control South Carolina Department of Mental Health
titan
U ntah Highlands Water ands pv ment District
Uintah Mosquito Abatement District
ntah Recreation District
ntah Transportation Special Service District
ntah Water Conservancy District
Unified Fire Authority
Utah County Housing Authority
Utah Paiute Housing Authority
Utah Transit Authority
Utah Valley Dispatch Special Service District
Wasatch County Fire District
Wasatch Front Waste and Recycling District
Wasatch Integrated Waste Management District
Washington County Water Conservancy District
Waste Management Service District No.

Weber Basin Water Conservancy District
Weber Fire District
Weber Mosquito Abatement District
Weber,8ox Elder Conservation District
WellsvlllmMendon Conservancy District
W Mte city water Improvement District
Woodruff Fire District
State
State Of Utah
Utah Department of Administrative Services
Utah Department of Health
Utah State Legislature
Utah State Treasurer
Tribal
Confederated Tribes of the G shuts Re ion
Kanosh Band of the Paiute Indian Tribe of Utah
Koosharem Band of the Paiute Indian Tribe
Northwestern Band of Shoshone Nation
Northwestern Band of the Shoshone Nation Housing Authority Paiute Indian Tribe of Utah
Skull Valley Band of Goshute Indians
Ute Indian Tribe
Washington
Glenwood Sch District
Gomendale School District
Grano Coulee Dam School District
Grandview School District No. 200
Granger School District No. 204
Granite Falls School District No. 332
Grapevlew School District No. 54
Great Northern School District
Green Mountain School District No. 103
Griffin School District No. 324
Harrington Public Schools
Highland School District No. 203
Highline School District No. 401
Hockinson School District
Hood Canal School District No. 404
Hoqulam School District No. 28
Inchellum School District No. 70
Issaquah School District No. 411
Kahlotus School District No. 56
Kai., School District No. 402
Keller School District No.3
Kelso School District No. 458
Kennewick School District No. 17
Kent School District No. 415
Kettle Falls School District No. 212
Kiona,8enton City School District No. 52
Kitdtas School District
Kllckltat School District No. 402
La Center School District
La Conner School District No. 311
LaCrosse School District
Lake Chelan School District No. 129
Lake Quinault School District No. 97
Lake Stevens School District No.4
Lake Washington School District No. 414
Lakewood School District No. 306
Lamont School District
Liberty School District No. 362
Li
nd School District
Longview School District No. 122
Loon Lake School District No. 183
Lopez Island School District No. 144
Lyle School District No- 406
Lyndon School District No. 504
Mabton School District No. 120
Mansfield School District No. 207
Manson School District
Mary M. Knight School District
Mary Walker School District No. 207
Marysville School District No. 25
McCleary School District No..

MeadSchool District No. 354
Medial Lake School District N0.326
Mercer Island School District No. 400
Meridian School District No. 505
Methow Valley School District
Monroe School District No. 103
Montesano School District No. 06
Morton School District No. 214
Moses Lake School District No..1
Mossyrock School District No. 206
ML Adams School District No. 209
ML Baker School District No. 507
ML Vernon School District No. 320
Mukllteo School District No. B
Neches Valley School District No. 3
Napavine School District No. 14
NaselleGrayS River Valley School District No.105
Nezpelem School District No. 14
Newport School District No. 56415
Nine Mile Falls School District No. 325/179
Nookack Valley School District No.506
North Beach School District No. 84
North Franklin School District No.51
North Kltzap School District No. .0
North Mason School District
North Thurston Public Schools
Northport School District No. 211
Northshore School District No. 417
Oak Harbor School District No. 201
Oakesdale School District No. 324
Oakville School District No. 400
Ocean Beach School District No..1
Omsta School District No. 172
Odessa School District No. 105
Okanogan School District No. 105
Olympia School District No. 111
Olympic Educational Service District
Omak School District No.19
Onalaska School District No. 300
Onion Creek School District No. 30
Orcas Island School District No. 137
Orchard Prairie School District No. 123
Orient School District No. BS
Exh i bjt, r,d,, B
559

Hawaii
aaho
west Pena Oreille Fire District
Western Ada Recreation District
Western Elmore County Recreation District
Wilder Irrigation District
Wilder Public Library District
Wilder Rural Fire Protection District
Wilderness Ranch Fire Protection District
Winona Highway District
Worley Fire District
Worley Highway District
State
lawn Department of Administration
Idaho Department of Health and Welfare
State Of Idaho
Tribal
Coeur d'Alene Tribe....

Kootenai Tribe of Idaho
Nes Perce Tribal Enterprises
Nes Perce Tribe
Shoshone -Bannock Tribes
DreIg
L iskan e People's Utility District
Clatskanie Rural Fire Protection District
Clatsop Care Center Health District
Clatsop County Housing Authority
Cloverdale Rural Fire Protection District
Coburg Rural Fire Protection District
Colton Fire District
Colton Water District
Columbia Corridor Drainage Districts Joint Contracting Authority Columbia Health District
Columbia Improvement District
Columbia River People's Utility District
Columbia Soil and Water Conservation District
Loos County Airport District
Loos County Library Service District
Coquille Indian Homing Authority
Coquille Valley Hospital District
Corbett Water District
Corvallis Rural Fire Protection District
Cove Rural Fire Protection District
Crooked River Ranch Rural Fire Protection District
Crooked River Ranch Special Road District
Curry Health District
Curry Public Library District
Dallas Cemetery District No. 4
Dean Mlnard Water District
Dee Rural Fire Protection District
Deschutes County 911 Service District
Deschutes County Rural Fire District No.1
Deschutes Valley Water District
Devils Lake Water Improvement District
Dexter Rural Fire Protection District
Douglas County Fire District No.2
Douglas County Housing Authority
Douglas Soil and Water Conservation District
Drakes Crossing Rural Fire Protection District
Dufur Recreation District
Eagle Valley Soil and Water Conservation District
East Fork Irrigation District
East Multnomah Soil and Water Conservation District
East Umatilla County Health District
East Valley Water District
Echo Rural Fire District
Elsie-Vinemaple Rural Fire Protection District No. 11
Emerald People's Utility District
Estacada Rural Fire District No. 69
Fairview Water District
Falcon Love Beach Water District
Farmers Irrigation District
Gardiner Sanitary District
Gaston Rural Fire District
Gates Rural Fire Protection District
Gearhart Rural Fire Protection District
Glendale Rural Fire Protection District
Gleneaen Saoltnry District
Goshen Fire District
Government camp sanitary District
Grand Ronde Sanitary District
Grant County Transportation District
Grant Soil and Water Conservation District
Grants Pass Irrigation District
Green Sanitary District
Hahlen Road Special District
Halsey -Shedd Rural Fire Protection District
Hamlet Rural Fire Protection District
Harbor Sanitary District
Harbor Water Public Utility District
Harney District Hospital
Harney Soil and Water Conservation District
Harriman Rural Fire Protection District
Hazeldell Rural Fire Protection District
Hero Joint Water and Sewer Authority
Heceta Water District
Hermiston Cemetery District
Hermiston Fire and Emergency Services District
Hermiston Irrigation District
Hood River County Library District
Hood River County Transportation District
Hood River Valley Parks and Recreation District
Hoodland Fire District No. 74
Hubbard Rural Pre Protection District
ce Fountain Water District
Illnols Valley Rural Fire Protection District
one Rural Fire Protection District
rrlgon Community Park and Recreation Maintenance District ackson County Airport Authority
ackson County Eire District No.3
ackson County Eire District No. 5
ackson County Housing Authority
ackson County Library District
ackson County Vector Control District
ackson Soil and Water Conservation District
efferson Rural Fire Protection District
oho Day/Canyon City Parks and Recreation District
South Carolina
South Carolina Department of Revenue
South Carolina General Services Division
South Carolina Office of Regulatory Staff
South Carolina State Budget and Control Board
South Carolina State Treasurer's Office
State Of South Carolina
Township
Township of Grand Meadow
Tribal
Catawba Indian Nation
Utah
Washington
Orovllle School Dstr ctN 410
Orting School District No. 344
Othello School District
Palisades School District No. 102
Palouse School District No. 301
Pasco School District No.1
Pateros School District
Paterson School District No.5O
Pe Ell School District No. 301
Peninsula School District
Pioneer School District No.4O2
Pomeroy School District No. 11O
Port Angeles School District No.121
Port Townsend School District No. 5O
Prescott School District No. 402.37
Pride Prep Schools
Prosser School District No. 110
Puget Sound Educational Service District
Pullman School District No. 267
Puyallup School District No.3
QueetsGlearwater School District No. 20
Qullcene School District No. 48
Qulilayute Valley School District No. 4O2
Quin y School District No.144
Rainier School District No. 3O7
Raymond School District No. 118
Reardon-Eawall School District
Renton School District No. 403
Republic School District
Richland School District No. 400
Ridgefield School District No. 122
RIKNIIe School District
Riverside School District
Riverview School District No. 407
Rochester School District
Rosalla School District No. 32O
Royal School District
San Juan Island School District No. 149
Satsop School District No. 104
Seattle Public Schools
Seam -Woolley School District No. 1O1
Sclah School District No. 119
Selkirk School District Na. 7O
Scqulm School District No. 323
Shaw Island School District No. 10
Shelton School District No. 309
Shoreline School District No. 412
Skykomish School District
Snohomish School District No. 2O1
Snoqualmlo Valley School District No. 410
Soap Lake School District No. 156
South Bend School District No. 118
South Kitsap School District No. 402
South Whidbey School District No. 206
Southside School District
Spokane Public Schools
Sprague School District
St. John School District No. 322
Stanwood-Camano School District No. 401
Steilacoom Historical School District No.1
Steptoe School District No. 3O4
StevensoACarsen School District No. 303
Sultan School District No. 311
Summit Valley School District 202
Sumner School District No. 320
Sunnyside School District No. 2O1
Tacoma School District No. 10
Taholah School District No. 77
Tacoma School District No. 409
Tekoa School District No. 265
Tenlno School District No. 4O2
Thorp School District No. 400
Toledo School District No. 237
Tonasket School District
Toppenlsh School District No. 202
Touchet School District No. 30O
Toutle Lake School District No. 130
Trout Lake School District No. R-400
Tukwila School District No. 400
Tumwater School District No. 33
Union Gap School District No. 2
University Place School District No. 83
Valley School District
Valley School District No. 70
Vancouver School District No. 37
Vashon Island School District No. 4O2
Wahklakum School District No. 2O0
Wahluke School District No. 73
Waltsburg School District
Walla Walla School District No. 140
Wapato School District No. 207
Warden School District Na. 146.161
Washington Schools Risk Management Pool
Washington State Educational Service District
Exhibitp r,d,,B
560

Hawaii
Idaho
Dreg
Ju onCryRural Fir Protection District
Limper Flat Rural Pre Protection District
Keating Soil and Water Conservation District
Kelzer Rural Fire Protection District
Keno Fire Protection District
KernvllleGleneden Beach -Lincoln Beach Water District
Klamath County Fire District No.1
Klamath County Library Service District
Klamath Housing Authority
Klamath Irrigation District
Klamath Vector Control District
La Grande Rural Fire Protection District
La Pine Park and Recreation District
La Pine Rural Fire Protection District
La Pine Water District
Lake District Hospital
Lake Grove Water District
Lakeside Fire District No. 4
Lane county Pre District No.1
Lane Library District
Lane Transit District
Langlois Water District
LaPlne Special Sewer District
Lebanon Aquatic District
Lebanon Fire District
Lewis and Clark Rural Fire Protection District
Libby Drainage District
Linn Benton Housing Authority
Lookingglass Rural Fire District
Lorene Rural Fire Protection District
Lowell Rural Fire Protection District
Lower Umpqua Hospital District
Lusted water District
Madras Aquatic Center District
Malheur County Housing Authority
Malin Rural Pre Protection District
Mapleton Water District
Marlon County Fire District No.1
Marlon Soil and Water Conservation District
Medford Irrigation District
Merrill Rural Fire Protection District
Metro
McMinnville Water & Light
Mid -County Cemetery Maintenance District
Middle Fork Irrigation District
Mlles Crossing Sanitary Sewer District
MITI City Rural Pre Protection District
MlltomFreewater Water Control District
Mist.eirkenfeld Rural Pre Protection District
Mohawk Valley Rural Fire District
Molalla River Improvement District
Molalla Rural Pre Protection District No. 73
Monroe Rural Pre Protection District
Morrow County Health District
Mountain View Hospital District
Mt. Angel Fire District
Multnomah County Drainage District No.1
Multnomah County Rural Pre Protection District No. 10
Multnomah County Rural Pre Protection District No. 14
Nesika Beach-Ophlr Water District
Neskowin Regional Sanitary Authority
Neskowin Regional Water District
Nestucca Rural Fire Protection District
Netarts Oceanside Sanitary District
Netarts.Oceanside Rural Fire Protection District
North Bay Rural Protection Pre District
Norio Bend 66Y/Coos-Curry Housing Authority
Norco Central Public Health District
North Clackamas Parks and Recreation District
North County Recreation District
North Gilliam Cemetery District
North Gilliam County Rural Fire Protection District
North Lincoln Fire and Rescue District No.1
Norco Powder Rural Pre Protection District
Norco Sherman County Rural Pre Protection District
North U. Irrigation District
Northeast Oregon Housing Authority
Northern Wasco County Park and Recreation District
Northern Wasco County People's Utility District
Northwest Oregon Housing Authority
NYssa Road Assessment District No. 2
NYssa Rural Fire Protection District
Oak Hill Sanitary District
Oak Ledge Sanitary District
Oak Ledge Water District
Oceanside Water District
Ochoco West Sanitary District
Odell Sanitary District
Ontario Library District
Oregon Fire Districts Association
Oregon Infrastructure Finance Authority
Oregon Trail Library District
Oregon Water Wonderland Unit II Sanitary District
Owyhee Irrigation District
South Carolina
Utah
Washington
Washougal .hool District
Washtucna School District
Waterville School District No. 208
Wellpinit School District
Wenatchee School District No. 2.

West Valley School District No. 208, Yakima County
West Valley School District No. 363, Spokane County
White Pass School District No. 303
White River School District Na. 416
White Salmon Valley School District No. 405-1]
Wilbur School District Na. 200
Willapa Valley School District No. 160
Wilson Creek School District
WiMock School District No. 232
Wishkah Valley School District No. 11]
Woodland School District No. 404
Yakima School District No.7
Yelm Community School District No. 2
Zillah School District No. 205
'eAccmel0itict
Ac W DrtHct No. 13
Adams County Fire Protection District No.1
Adams County Mosquito Control District
Aeneas Lake Irrigation District
Alderwood Water and Wastewater District
Alpine Water District
Anacortes Housing Authority
Annapolis Water District
Asotin County Cemetery District No.1
Asotin County Conservation District
Asotin County Fire District No.1
Asotin County Housing Authority
Asotin County Public Utility District No.1
Badger Mountain Irrigation District
Bainbridge Island Metropolitan Park and Recreation District Basin City Water/Sewer District
BYvlew Beach Water District
Beacon Hill Water and Sewer District
Beehive Irrigation District
Belfalr Water District No.1
Bellevue Convention Center Authority
Bellingham Housing Authority
Bellingham Public Development Authority
Benton County Diking District No.1
Benton County Pre Protection District No.1
Benton County Pre Protection District No. 2
Benton County Pre Protection District No.4
Benton County Pre Protection District No.

Benton County Pre Protection District No. B
Benton County Mosquito Control District
Benton County Public Utility District No.1
Benton Irrigation District
Benton -Franklin Health District
Beverly Water District
Birch Bay Water and Sewer District
Black Diamond Water District
Bremerton Housing Authority
Buckhannon-Upshur County Airport Authority
Burbank Irrigation District No.4
Carnhope Irrigation District No 7
Cascadla Conservation District
Cedar River Water and Sewer District
Central Kllckitat County Park and Recreation District
Central Pierce Fire and Rescue District No. 6
Central Puget Sound Regional Transit Authority
Central Valley Ambulance Authority
Chelan County Pre District No.1
Chelan County Pre District No.3
Chelan County Fire District No.5
Chelan County Fire District No.6
Chelan County Fire District No.7
Chelan County Fire District No.8
Chelan County Fire District No.8
Chelan County Public Hospital District No.1
Chelan County Public Utility District No.1
Chelan 600nry/Wenatchee Housing Authority
ChelamDouglas Health District
Chinook Water District
Chuckanut Community Forest Park District
Clallam Conservation District
Clallam County Pre District No.2
Clallam County Pre District No.5
Clallam County Pre District No.6
Clallam County Pre Protection District No.1
Clallam County Pre Protection District No. 3
Clallam County Pre Protection District No.4
Clallam County Hospital District No.1
Clallam County Housing Authority
Clallam County Parks and Recreation District No.1
Clallam County Public Hospital District No. 2
Clallam County Public Utility District No.1
Clark County Fire District No. 10
Clark County Fire District No. 11
Clark County Fire District No. 13
Exhibjl,g„d,, B
561

Hawaii
Idaho
ores
Pa f City Jt Water S VAut}iorlry
Pacific L Health D rc
Palatine Hill WaterDlstrict
Peninsula Drainage District No.1
Peninsula Drainage District No.2
Pilot Rock Fire Protection District
Pine Grove Rural Fire Protection District
Pleasant Hill Rural Fire Protection District
Pleasant Home Water District
Polk County Fire District Na- I
Polk County Housing Authority
Polk Soil and Water Conservation District
Portland Metropolitan Area Water District
Public Procurement Authority
Rainbow Water District
Raleigh Water District
Redmond Area Park and Recreation District
Riddle Rural Fire District
River Forest Acres Special Road District
River Road Park and Recreation District
Rivergrove Water District
Roads End Sanitary District
Roberts Creek Water District
Rockwood Water People's Utility District
Rogue River Cemetery Maintenance District
Rogue Valley Transportation District
Roseburg Urban Sanitary Authority
Sable Drive Road District
Salem Area Mass Transit District
Salem Housing Authority
Salem-Kelzer Transit District
Santa Clara Rural Fire Protection District
Sanuam Water Control District
Smppoose Rural Fire District
Scio Rural Fire District
Smttsburg Rural Pre District
Seal Rock Fire District
Seal Rock Water District
Shangri-La Water District
Shasta View Irrigation District
Slletz Rural Pre Protection District
Silvermn Pre District
SlstersGamp Sherman Rural Pre Protection District
Sluslaw Public Library District
South Clackamas Transportation District
South Suburban Sanitary District
Southern Curry Cemetery Maintenance District
Southwest Lincoln County Water District
Spring River Special Road District
Springfield Utility District
Stanfield Fire District No. ]-402
Slayton Fire District
Suburban East Salem Water District
Sunrise Water Authority
Sunset Empire Transportation District
Swaney Irrigation District
Sweet Home Fire and Ambulance District
Talent Irrigation District
Terrebonne Domestic Water District
Three Sisters Irrigation District
Tillamook County Transportation District
Tillamook People's Utility District
Tiller Rural Fire District
Toledo Rural Pre Protection District
Trl City Rural Pre District No.4
Trl City Water District
Trl-City Service District
Trl-County Metropolitan Transportation District
Tualatan Hills Park and Recreation District
Tualatin Hills Park and Recreation District
Tualatin Valley Irrigation District
Tualatin Valley Water District
Tumalo Irrigation District
Twin Rocks Sanitary District
Umatilla County Housing Authority
Umatilla Hospital District
Umatilla Land Redevelopment Authority
Umatilla Morrow Radio and Data District
Umatilla Reservation Housing Authority
Umatilla Rural Fire Protection District
Upton Cemetery District
Vale Oregon Irrigation District
Valley View Water District
Vandevert Acres Special Road District
Vineyard Mountain Water and Improvement District
Walla Walla River Irrigation District
Wallowa County Health Care District
Wamlc Water and Sanitary Authority
Warm Springs Housing Authority
Wasco County Soil and Water Conservation District
Washington County Pre District No.2
Washington County Housing Authority
Water Wonderland Improvement District
Weddemwn Sanitary District
South Carolina Utah
Washington
Clark County F District N 5
Clark County F Protection District No3
Clark County Fire Protection District No. 6
Clark County Public Utility District No.1
Clark Regional Wastewater District
Cline Irrigation District
Clinton Water District
Coal Creek Utility District
Columbia Conservation District
Columbia County Fire District No. 3
Columbia County Public Hospital District No.1
Colombia County Rural Library District
Columbia Irrigation District
Columbia Valley Water District
Colville Indian Housing Authority
Consolidated Irrigation District No.14
Covington Water District
Cowiche Sewer District
Cowlitz County Cemetery District No.2
Cowlitz County Fire District No. fi
Cowlitz County Public Utility District No.1
Cowlitz Transit Authority
Cross Valley Water District
Dallesport Water District
Douglas County Fire District No. 2
Douglas County Fire Protection District No.5
Douglas County Public Utility District No.1
Douglas County Sewer District No.1
Douglas.Okanogan County Fire District No.15
East Columbia Basin Irrigation District
East Gig Harbor Water District
East Lewis County Public Development Authority
East Pierce Fire and Rescue District No. 22
East Spokane Water District No.1
East Wenatchee Water District
Easimont Metropolitan Park District
Eastsound Sewer and Water District
Edmonds Public Facilities District
Ellensburg Business Development Authority
Enterprise Cemetery District No. >
Entlat Irrigation District
Everett Housing Authority
Everett Public Facilities District
Evergreen Water.5ewer District No.19
Fall City Water District
Ferry County Public Utility District No.1
Ferr.Okanogan County Fire Protection District No.13
Fisherman Bay Sewer District
Foster Creek Conservation District
Four Lakes Water District No.10
Franklin Conservation District
Franklin County Cemetery District No. 2
Franklin County Fire District No.1
Franklin County Pre Protection District No. 3
Franklin County Irrigation District No.1
Franklin County Public Utility District No.1
Freeland Water and Sewer District
Ft. Worden Public Development Authority
Gardena Farms Irrigation District No.13
Goforth Special Utility District
Grand Coulee Project Hydroelectric Authority
Grandview Irrigation District
Grant County Airport District No. I
Grant County Fire District No.10
Grant County Fire District Noll
Grant County Fire District No. 3
Grant County Fire District No.4
Grant County Fire District No. >
Grant County Fire Protection District No.5
Grant County Housing Authority
Grant County Mosquito Control District No.1
Gant County Mosquito District No.2
Grant County Port District No.4
Grant County Port District No.0
Grant County Port District No.7
Grant County Public Hospital District No.1
Grant County Public Hospital District No. 2
Grant County Public Hospital District No. 3
Grant County Public Hospital District No.4
Grant County Public Utility District No.2
Grant Transit Authority
Grays Harbor Conservation District
Grays Harbor County Fire Protection District No.1
Grays Harbor County Fire Protection District No.12
Grays Harbor County Fire Protection District No. 14
Grays Harbor County Fire Protection District No. 2
Grays Harbor County Fire Protection District No. 7
Grays Harbor County Housing Authority
Grays Harbor County Water District No.1
Grays Harbor County Water District No.2
Grays Harbor Drainage District No.1
Grays Harbor Fire District No.10
Grays Harbor Historical Seaport Authority
Grays Harbor Public Utility District No.1
Exhibjl,g„d,, B
562

Hawaii
Idaho
Dreg
W Slope Water Dlsrci
West Valley using Authority
Western Lane Ambulance District
Westport Wauna Rural Fire Protection District
Westwood Hills Road District
Wiard Memorial Park District
Wicklup Water District
Wlllamalane Park and Recreation District
Williams Rural Fire Protection District
Willow Creek Park District
Winchester Bay Sanitary District
Winston-0Blard Fire District
Winston Dillard Water District
Woodburn Rural Fire Protection District
Yamhlll County Housing Authority
Yamhlll Fire Protection District
Youngs RlverLewls and Clark Water District
state
Oregon Department of Administrative Services
Oregon Department of Revenue
Oregon Health Licensing Agency
Oregon Higher Education Coordinating Commission
Oregon Secretary of State
Oregon State Board of Nursing
State of Oregon
Tribal
Burns Paiute Tribe
Confederated Tribes of Coos, Lower Umpqua and Sluslaw Indians Confederated Tribes of Grand Ronde Community
Confederated Tribes of Slletz Indians
Confederated Tribes of the Umatilla Indian Reservation
Confederated Tribes of the Warm Springs
Coquille Indian Tribe
Klamath Tribes
South Carolina
Utah
Washing
GraysH 6 Transportation Authority
Greater Wenatchee Irrigation District
Greater Wenatchee Regional Events Center Public Facilities District Green Tank Irrigation District No. 11
Hartstene Pointe Watersewer District
Highland Water District
Highlands Sewer District
Highllne Water District
Historic Seattle Preservation and Development Authority Holmes Harbor Sewer District
Hunters Water District
Hydro Irrigation District No.9
cicie Irrigation District
ncheliom Water District
rvin Water District No.6
Bland County Fire District No. 3
Bland County Fire Protection District No.1
Bland County Housing Authority
efferson County Conservation District
efferson County Fire District No.5
efferson County Fire Protection District No.1
efferson County Fire Protection District No. 3
efferson County Public Utility District No.1
efferson County Water District No. 3
efferson Transit Authority
Limper Beach Water District
apows n Water District
elso Housing Authority
ennewlck Housing Authority
ennewlck Irrigation District
ennewlck Public Facilities District
ennewick Public Hospital District
lit Fire Department Regional Fire Authority
ey Peninsula Metro Parks District
ing County Airport District No.1
ing County Ferry District
ing County Fire Protection District No..
ing County Fire Protection District No. 2
ing County Fire Protection District No. 20
ing County Fire Protection District No. 25
ing County Fire Protection District No. 2>
ing County Fire Protection District No. 28
ing County Fire Protection District No. 34
ing County Fire Protection District No. 3>
ing County Fire Protection District No. 40
ing County Fire Protection District No. 43
ing County Fire Protection District No. 44
ing County Fire Protection District No. 45
ing County Fire Protection District No. 4>
ing County Fire Protection District No. 50
ing County Flood Control District
ing County Hospital District No.4
ing County Housing Authority
ing County Public Hospital District No.1
ing County Public Hospital District No. 2
ing County Water District No.1
ing County Water District No. 111
ing County Water District No. 11>
ing County Water District No. 119
ing County Water District No. 125
ing County Water District No. 19
ing County Water District No. 20
ing County Water District No. 45
ing County Water District No. 49
ing County Water District No. 54
ing County Water District No. 90
trap Conservation District
[sap County Consolidated Housing Authority
nap County Fire District No. 16
trap County Public Utility District No.1
trap County Rural Library District
trap Public Health District
ittitas County Conservation District
ittitas County Fire District No. 2
ittitas County Fire Protection District No.>
ittitas County Hospital District No.2
ittitas County Housing Authority
ittitas County Public Utility District No.1
ittitas County Water District No.5
dtitas County Water District No. B
dtitas County Water District No.>
rckitat County Fire District No. 14
rckitat County Fire District No. 15
rckitat County Fire District No.1
lickltat County Fire Protection District No. 4
lickltat County Fire Protection District No. 5
lickltat County Port District No.1
Ilckltat County Public Hospital District No.1
Ilckltat County Public Hospital District No.2
Ilckltat County Public Utility District No.1
acey Fire District
ake Chelan Reclamation District
ake Chelan Sewer District
ake Forest Park Water District
Exhibjl,g„d,, B
563

Hawaii
Ida.

Oregon
South Carolina Utah
Washington
lake S ens Sewer District
Lake Wenatchee Water District
Lake Whatcom Water and Sewer District
Lakehaven Utility District
Lakewood Water District
Lenora Water and Sewer District
Lewis County Conservation District
Lewis County Fire District No.1
Lewis County Fire District No.11
Lewis County Fire District No.13
Lewis County Fire District No.18
Lewis County Fire District No.9
Lewis County Fire Protection District No.14
Lewis County Fire Protection District No..

Lewis County Fire Protection District No.2
Lewis County Fire Protection District No.5
Lewis County Fire Protection District No. e
Lewis County Fire Protection District No.B
Lewis County Hospital District No.1
Lewis County Public Facilities District
Lewis County Public Utility District No.1
Lewis County Water District No.1
Lewis County Water District No.3
Lewis Public Transportation Benefit Area Authority
Liberty Lake Sewer and Water District
Lincoln County Fire District No.1
Lincoln County Fire District No.4
Lincoln County Fire Protection Mstdct No.5
Lincoln County Fire Protection Mstdct No.

Lincoln County Fire Protection Mstdct No. B
Lincoln County Hospital District No.3
ncoin.Adams County Fire Protection District No. 3
Longview Housing Authority
Lopez Island Library District
Lower Elwha Housing Authority
Lower Squllchuck Irrigation District
Lummi Housing Authority
Lummi Tribal Sewer and Water District
Makah Housing Authority
Malaga Water District
Manchester Water District
Manson Park and Recreation District
Marshland Flood Control District
Marysville Fire District
Mason Conservation District
Mason County Fire District No.13
Mason County Fire District No.W
Mason County Fire District No.2
Mason County Fire District No.4
Mason County Fire Protection District No.5
Mason County Fire Protection District No.8
Mason County Housing Authority
Mason County Public Hospital District No.1
Mason County Public Utility District No.1
Mason County Public Utility District No.3
Mason County Transit Authority
Mcthow Valley Irrigation District
MId.Coiumbla Library District
Midway Sewer District
Moab Irrigation District No. 20
Moses Lake Irrigation and Rehabilitation District
Mukiiteo Water and Wastewater District
Naches5eiah Irrigation District
North Beach Water District
North Central Washington Economic Development District
North City Water District
North County Regional Fire Authority
North Hlghllne Fire District
North Perry Avenue Water District
North Whidbey Park and Recreation District
Northeast Sammamish Sewer and Water District
Northshore Utility District
Northwest Park and Recreation District No. 2
Okanogan Conservation District
Okanogan County Cemetery District No.4
Okanogan County Fire District No.

Okanogan County Fire Protection District Noll
Okanogan County Housing Authority
Okanogan County Public Hospital District No.3
Okanogan County Public Hospital District No. 4
Okanogan County Public Utility District No.1
Okanogan Fire Protection District No..

Okanogan Irrigation District
Olympic View Water and Sewer District
Olympus Terrace Sewer District
Orcas Island Library District
Orchard Avenue Irrigation District No.0
Oroviiie Housing Authority
Oroviile-Tonasket Irrigation District
Othello Housing Authority
Pacific Conservation District
Pacific County Fire District No.2
Pacific County Fire Protection District No.1
Pacific County Fire Protection District No.3
Exhibjl,g„d,, B
564

Hawaii
Ida.

Oregon
South Carolina Utah
Wasng
Pahcific County Public Healthcare Services Dls[r ct No 3 Pacific County Public Utility District No.2
Pacific Hospital Preservation and Development Authority Palouse Conservation District
Pasco/Franklin County Housing Authority
Pend Oreille County Fire District No.2
Pend Oreille County Fire District No.4
Pend Oreille County Fire District No.5
Pend Oreille County Library District
Pend Oreille County Public Hospital District No.1
Pend Oreille County Public Utility District No.1
Peninsula Housing Authority
Peninsula Metropolitan Park District
Peshastln Irrigation District
Peshastln Water District
Pierce Conservation District
Pierce County Fire District No. 13
Pierce County Fire District No..

Pierce County Fire District No. 18
Pierce County Fire District No. 23
Pierce County Fire District No. 2>
Pierce County Fire District No. 3
Pierce County Fire District No. 5
Pierce County Fire District No. 8
Pierce County Fire Protection District No. 14
Pierce County Fire Protection District No.2
Pierce County Fire Protection District No. 21
Pierce County Housing Authority
Pike Place Market Preservation and Development Authority Point Roberts Water District No.4
Ponderay Shores Water and Sewer District
Port Ludlow Drainage District
Prescott Mint Parks and Recreation District
Prosser Fire District No.3
Prosser Public Hospital District
Public Hospital District No.1
Public Hospital District No. 3
Public Utility District No. 1
Puyallup Tribal Health Authority
Quiieute Housing Authority
Qulnault Housing Authoriv
Quincy -Columbia Basin Irrigation District
Renton Housing Authority
Richland Housing Authority
Richland Public Facilities District
Ronald Wastewater District
Roza Irrigation District
Sachem Lake Sewer and Water District
Somme.. Plateau Water and Sewer District
San Juan island Library District
Saratoga Water District
Ratchet Head Water District
Rattle Chinatown International District Preservation and Development Authority Beattie Housing Authority
Beattie Southslde Regional Tourism Authority
Rlah-Moxee Irrigation District
Si View Metropolitan Park District
Silver Lake Flood Control District
Silver Lake Water And Sewer District
Silverdale Water District
Skagit Conservation District
Skagit County Cemetery District No. 2
Skagit County Fire District No. 10
Skagit County Fire District No. 11
Skagit County Fire District No. 15
Skagit County Fire District No.9
Skagit County Fire Protection District No. 13
Skagit County Fire Protection District No. 14
Skagit County Fire Protection District No.2
Skagit County Fire Protection District No.3
Skagit County Fire Protection District No.4
Skagit County Fire Protection District No.5
Skagit County Fire Protection District No.8
Skagit County Housing Authority
Skagit County Public Hospital District No.1
Skagit County Public Hospital District No.2
Skagit County Public Hospital District No. 304
Skagit County Public Utility District No.1
Skagit County Sewer District No.1
Skagit County Sewer District No.2
Skagit Valley Public Hospital District No. t
Skamanla County Fire District No.1
Skamanla County Fire District No.4
Skamanla County Public Hospital District No.1
Skamanla County Public Utility District No.1
Skamokawa Water and Sewer District
Skyway Water and Sewer District
Snohomish County Fire District No. 15
Snohomish County Fire District No. 10
Snohomish County Fire District No. 19
Snohomish County Fire District No. 20
Snohomish County Fire District No.

Snohomish County Fire Protection District No.1
Snohomish County Fire Protection District No. IV
Exhibjl,g„d,, B
565

Hawaii
Ida.

Oregon
South Carolina Utah
Washington
Snohomish County Fire Protection Distri 21
Snohomish County Fire Protection District No. 22
Snohomish County Fire Protection District No. 25
Snohomish County Fire Protection District No. 28
Snohomish County Fire Protection District No.3
Snohomish County Fire Protection District No,
Snohomish County Housing Authority
Snohomish County Public Hospital District No.1
Snohomish County Public Hospital District No. 2
Snohomish County Public Utility District No. t
Snohomish Health District
Snohomish River Regional Water Authority
Soogaalmie Valley Hospital District
South Colombia Basin Irrigation District
South Correctional Entity Public Development Authority
South Neches Irrigation District
South Whatcom Eire Authority
South Whidbey Parks and Recreation District
South Yakima Conservation District
Southwest Suburban Sewer District
Spokane Conservation District
Spokane County Fire District No. 12
Spokane County Fire District No. 2
Spokane County Fire District No. 4
Spokane County Fire Protection District No..

Spokane County Fire Protection District No. 11
Spokane County Fire Protection District No. 13
Spokane County Fire Protection District No.3
Spokane County Fire Protection District No. 5
Spokane County Fire Protection District No. 8
Spokane County Fire Protection District No. 9
Spokane County Library District
Spokane County Water District No.3
Spokane Housing Authority
Spokane Indian Housing Authority
Spokane Public Facilities District
Spokane Regional Health District
Spokane Transit Authority
Startup Water District
Steptoe Sewer District No.1
Stevens County Fire District No.2
Stevens County Fire District No. fi
Stevens County Fire Protection District No.1
Stevens County Fire Protection District No..

Stevens County Fire Protection District No. 12
Stevens County Fire Protection District No. 5
Stevens County Public Utility District No.1
Stevens County Rural Library District
Stevens Pass Sewer District
Sun Harbor Water District No.3
Sunnyside Housing Authority
Sunnyside Valley Irrigation District
Sunnyslope Water District
Swinomish Housing Authority
Tacoma Community Redevelopment Authority
Tacoma Housing Authority
Tacoma Metropolitan Park District
Terrace Heights Sewer District
Theo Foss Waterway Development Authority
Three Rivers Regional Wastewater Authority
Thurston Conservation District
Thurston County Eire District No. 12
Thurston County Eire District No.4
Thurston County Eire District No.9
Thurston County Pre Protection District No. 3
Thurston County Pre Protection District No.

Thurston County Pre Protection District No. B
Thurston County Pre Protection District No.8
Thurston County Housing Authority
Thurston County Public Utility District No.1
Trl-County Economic Development District
Tukwila Metropolitan Park District
Underwood Conservation District
Union Gap Irrigation District
Val Vue Sewer District
Valley Regional Fire Authority
Valley View Sewer District
Valley Water District
Vancouver Housing Authority
Vashon Park District
Wahklakum County Public Utility District No.1
Wahklakum Fire Protection District No. t
Wahklakum Port District No.1
Walla Walla County Pre Protection District No.1
Walla Walla County Pre Protection District No.3
Walla Walla County Pre Protection District No. 4
Walla Walla County Pre Protection District No.5
Walla Walla County Pre Protection District No. 8
Walla Walla County Rural Library District
Walla Walla Housing Authority
Wehrle Water District No.1
Washington State Convention Center Public Facilities District Washington State Major League Baseball Stadium Public Facilities District Washington State Tobacco Settlement Authority
Exhibjl,g„d,, B
566

Hawaii Ida.

South Carolina Utah
Washington
Water District 1P
Wells Ranch Irrigation District
Wenatchee Reclamation District
Wenatchee-Chiwawa Irrigation District
West Sound Utility District
Whatcom Conservation District
Whatcom County Fire District No.1
Whatcom County Fire District No. it
Wnatcom County Fire District No. 14
Wnatcom County Fire District No..

Wnatcom County Fire District No.17
Wnatcom County Fire District No.4
Wnatcom County Fire District No.5
Wnatcom County Fire District No.2
Whatcom County Fire District No. 8
Whatcom County Public Utility District No.1
Whatcom County Water District No.12
Whatcom County Water District No.13
Whatcom County Water District No.2
Whatcom County Water District No. >
Whatcom Transportation Authority
Whidbey Island Public Hospital District
Whitestone Reclamation District
Whitman County Fire District Noll
Whitman County Fire Protection District No.12
Whitman County Fire Protection District No.14
Whitman County Fire Protection District No. >
Whitman County Public Hospital District No.3
Whitman County Rural Library District
Whitworth Water District No.2
Wfllapa Valley Water District
William Shore Memorial Pool District
Williams Lake Sewer District No.2
Wine Science Center Development Authority
Wollochet Harbor Sewer District
Woodinville Water District
Yakima County Fire District No.1
Yakima County Fire District No. 3
Yakima County Fire District No.4
Yakima County Fire District No. 5
Yakima County Fire District No. fi
Yakima County Fire Protection District No.12
Yakima County Fire Protection District No.14
Yakima County Mosquito Control District
Yakima Housing Authority
Yakima Regional Clean Air Authority
Yakima Rural County Library District
Yakima -Teton Irrigation District
State
NorthSeattle Community College
Seattle Colleges
State Of Washington
Washington State Department of Enterprise Services
Washington State Department of Health
Washington State Department of Social and Health Services Washington State Health Care Authority
Tribal
Columbia River Inter Tribal Fish Commission
Confederated Tribes of the Chehalis Reservation
Confederated Tribes of the Colville Reservation
Confederated Tribes of the Vakama Nation
Cowlitz Indian Tribe
Hoh Indian Tribe
Jamestown S'Oallam Tribe
Kallspel Tribe of Indians
Lower Elwha Mall. Tribe
Lumml Indian Nation
Makah Tribe
Muckleshoot Indian Tribe
Nisqually Indian Tribe
Nooksack Indian Tribe
Port Gamble S'Klallam Tribe
Puyallup Tribe of Indians
Quileute Indian Tribe
Qulnault Indian Nation
Samish Indian Nation
SaukSuiattle Indian Tribe
Skokomish Indian Tribe
Snoqualmle Indian Tribe
Spokane Tribe
Squaxln Island Tribe
Stillaguamish Tribe of Indians
Suquamish Tribe
Swlnomish Indian Tribal Community
Tulallp Tribes
Upper Skagit Indian Tribe
Vakama Nation Land Enterprise
Exh i bjt,,r,d,, B
567

Appendix C - Political Subdivision list for
Virginia
City/Town
City of Alexandria
City of Bristol
City of Buena Vista
City of Charlottesville
City of Chesapeake
City of Colonial Heights
City of Covington
City of Danville
City of Emporia
City of Fairfax
City of Falls Church
City of Franklin
City of Fredericksburg
City of Galax
City of Hampton
City of Harrisonburg
City of Hopewell
City of Lexington
City of Lynchburg
City of Manassas
City of Manassas Park
City of Martinsville
City of Newport News
City of Norfolk
City of Norton
City of Petersburg
City of Poquoson
City of Portsmouth
City of Radford
co of Richmond
City of Roanoke
City of Salem
City of Staunton
City of Suffolk
City of Virginia Beach
City of Waynesboro
City of Williamsburg
City of Winchester
Town of Abingdon
Town of Alberta
Town of Altavista
Town of Amherst
Town of Appalachia
Town of Appomattox
Town of Ashland
Town of Bedford
Town of Berryville
Town of Big Stone Gap
Town of Blacksburg
Town of Bluefield
Town of Boones Mill
Town of Bowling Green
Town of Boyce
Town of Boydton
Town of Bridgewater
Town of Broadway
Town of Brodnax
Town of Brookneal
Town of Buchanan
Town of Burkevllle
Town of Cape Charles
Town of Cedar Bluff
Town of Charlotte Court House.

Town of Chase City
Town of Chatham
Town of Cheriton
Town of Chilhowie
Town of Chincoteague
Town of Christlansburg
Town of Claremont.

Town of Clarksville
Town of Clifton
Town of Clifton Forge
Town of CIInchco
Town of Cllntwood
Town of Coeburn
Town of Colonial Beach
Town of Columbia
Town of Cour,.

Town of Cralgsvilie
Town of Crewe
Town of Culpeper
Town of Damascus
Town of Dayton
Town of Dendron
Town of Dlliwyn
Town of Drakes Banch
Town of Dublin
Town of Dumfries
Town of Dungannon
Special Distrricts
Accvmack-Northampton Transportation District
Albemarle County Service Authority
Albemarle -Charlottesville Regional tail Authority
Alexandria Redevelopment and Housing Authority
Appomattox River Water Authority
Bath County Airport Authority
Bedford County Economic Development Authority
Bedford Regional Water Authority
Big Stone Gap Redevelopment and Housing Authority
Blacksbmg-Christlansburg-VPI Water Authority
Blacksburg -Virginia Polytechnic Institute Sanitation Authority Blue Ridge Airport Authority
Blue Ridge Crossroads Economic Development Authority
Blue Ridge Regional tall Authority
Blue Ridge Soil and Water Conservation District
Bristol Redevelopment and Housing Authority
Brookneal-Campbell County Airport Authority
Brunswick County Industrial Development Authority
Buchanan County Industrial Development Authority
Buena Vista Public Service Authority
Campbell County Utilities and Service Authority
Carroll County Industrial Development Authority
Carroll -Grayson -Galax Solid Waste Authority
Castlewood Water and Sewage Authority
Central Shenandoah Planning District Commission
Central Virginia Regional tall Authority
Central Virginia Waste Management Authority
Charlottesville Redevelopment and Housing Authority
Charlottesville -Albemarle Airport Authority
Chesapeake Airport Authority
Chesapeake Bay Bridge and Tunnel District
Chesapeake Hospital Authority
Chesapeake Redevelopment and Housing Authority
Coeburn -Norton -Wise Regional Wastewater Authority
Craig -New Castle Solid Waste Authority
Crater District Area Agency on Aging/Foster Grandparent Program, Inc Culpeper Soil and Water Conservation District
Cumberland Plateau Planning District Commission
Cumberland Plateau Regional Housing Authority
Cumberland Plateau Regional Waste Management Authority
Danville Redevelopment and Housing Authority
Danville-PitisylvaMa County Regional Industrial Facilities Authority Dickenson County Industrial Development Authority
Dickenson County Public Service Authority
Dinwlddie Airport and Industrial Authority
Dlnwlddie County Water Authority
District Three Governmental Cooperative
Dryden Water Authority
Eastern Shore of Virginia Broadband Authority
Essex County Industrial Development Authority
Fairfax County Economic Development Authority
Fairfax County Park Authority
Fairfax County Redevelopment and Housing Authority
Fairfax County Water Authority
Fauquier County Water and Sanitation Authority
Floyd County Economic Development Authority
Floyd -Floyd County Public Service Authority
Franklin Redevelopment and Housing Authority
Frederick County Sanitation Authority
Fredericksburg Stafford Park Authority
Frederick -Winchester Service Authority
Royal -Warren County Economic Development Authority
Ft Monroe Authority
Giles County Public Service Authority
Greensville County Water and Sewer Authority
Halifax County Industrial Development Authority
Halifax County Service Authority
Hampton Redevelopment and Housing Authority
Hampton Roads Planning District Commission
Hampton Roads Regional., Authority
Hampton Roads Sanitation District
Harrisonburg Redevelopment and Housing Authority
Harrisonburg -Rockingham Regional Sewer Authority
Headwaters Soil and Water Conservation District
Hopewell Redevelopment and Housing Authority
James River Water Authority
John Flannagan Water Authority
Joint Public Service Authority
Lee County Industrial Development Authority
Lee County Public Service Authority
LENOW ISCo Planning District Commission
Lord Fairfax Soil and Water Conservation District
Loudoun County Sanitation Authority
Louisa County Water Authority
Lynchburg Redevelopment and Housing Authority
Marlon Redevelopment and Housing Authority
Maury Service Authority
Mecklenburg -Brunswick Regional Airport Authority
Meherrin River Regional Jail Authority
Middle Peninsula Regional Airport Authority
Public K-12
Accvmack County Public Schools
Albemarle County Public Schools
Alexandria City Public Schools
Alleghany County Public Schools
Amelia County Public Schools
Amherst County Public Schools
Appomattox County Public Schools
Arlington Public Schools
Atlantic Shores Christian Schools
Augusta County Public Schools
Bath County Public Schools
Bedford County Public Schools
Bland County Public Schools
Botetourt County Public Schools
Bristol Virginia Public Schools
Brunswick County Public Schools
Buchanan County Schools
Buckingham County Public Schools
Buena Vista City Public Schools
Campbell County Public Schools
Caroline County Public Schools
Carroll County ...Schools
Charles City County School District
Charlotte County Public Schools
Charlottesville City Schools
Chesapeake Public Schools
Chesterfield County Public Schools
Clarke County School District
Colonial Beach Schools
Colonial Heights Public Schools
Copper River School District
Covington City Public Schools
Craig County Public Schools
Culpeper County Public Schools
Cumberland County Public Schools
Danville Public Schools
Dickenson County Public Schools
Dlnwlddie County Public Schools
Fairfax County Public Schools
Falls Church City Public Schools
Fauquier County Public Schools
Floyd County Public Schools
Fluvanna County Public Schools
nnklln City Schools
ranklln County Public Schools
Frederick County Public Schools
Fredericksburg City Public Schools
Galax City Public Schools
Giles County Public Schools
Gloucester County Public Schools
Goochland County Public Schools
Grayson County Public Schools
Greene County Schools
Greensville County Public Schools
Halifax County Public Schools
Hampton City Schools
Hanover County Public Schools
Harrisonburg City Public Schools
Henrico County Public Schools
Henry County Public Schools
Highland County Public Schools
Hopewell Public Schools
Imagine Schools
Isle of Wight County Schools
King and Queen County Public Schools
King George County Public Schools
King Witham County Public Schools
Lancaster County Public School System
Lee County Public Schools
Lexington City Schools
Loudoun County Public Schools
Louisa County Public Schools
Lynchburg City Schools
Madison County Public Schools
Manassas City Public Schools
Manassas Park City Schools
Martinsville Public Schools
Mathews County School District
Mecklenburg County Public Schools
Middlesex County Public Schools
Montgomery County Public Schools
Nelson County Public Schools
New Kent County Schools
Newport News Public Schools
Norfolk Public Schools
Northampton County School District
Northumberland County Public Schools
Norton City Public Schools
Nottoway County Public Schools
Orange County Public Schools
County
Accvmack County
Albemarle County
Alleghany County
Amelia County
Amherst County
Appomattox County
Arlington County
Augusta County
Bath County
Bedford County
Bedford County Public Service Authority
Bland County
Botetourt County
Brunswick County
Buchanan County
Buchanan County Public Service Authority
Buckingham County
Buckingham County Board of Supervisors
Campbell County
Caroline County
Carroll County
Carroll County Public Service Authority
Charles City County
Charlotte County
Chesterfield County
Clarke County
Craig County
Culpeper County
Cumberland County
Dickenson County
Dinwlddie County
Essex County
Fairfax County
Fauquier County
Floyd County
Fluvanna County
Franklin County
Frederick County
Giles County
Gloucester County
Goochland County
Grayson County
Greene County
Greensville County
Halifax County
Hanover County
Henrico County
Henry County
Henry County Public Service Authority
Highland County
Isle of Wight County
James City County
King and Queen County
King George County
King George County Service Authority
King Witham County
Lancaster County
Lee County
Loudoun County
Louisa County
Lunenburg County
Madison County
Mathews County
Mecklenburg County
Middlesex County
Montgomery County
Nelson County
New Kent County
Northampton County
Northumberland County
Nottoway County
Orange County
Page County
Patrick County
Plttsylvanla County
Plttsylvanla County Service Authority
Powhatan County
Prince Edward County
Prince George County
Prince William County
Prince William County Service Authority
Pulaski County
Rappahannock County
Richmond County
Roanoke County
Rockbridge County
Rockbridge County Public Service Authority
Rockingham County
Russell County
Scott County
Public Higher Education
Blue Ridge Community College
Central Virginia Community College
Christopher Newport University
College of William and Mary
Dabney S. Lancaster Community College
Danville Community College
Eastern Shore Community College
Eastern Virginia Medial School
George Mason University
Germanna Community College
L Sargeant Reynolds Community College
James Madison University
John Tyler Community College
Longwood University
Lord Fairfax Community College
Massanutten Techmal Centex
Mountain Empire Community College
New College Institute
New River Community College
Norfolk State University
Northern Virginia Community College
Old Dominion University
Patrick Henry Community College
Paulo. Camp Community College
Piedmont Vlrglnla Community College
Radford University
Rappahannock Community College
Richard Bland College
Rowanty Technical Center
Southern Virginia Higher Education Center
Southslde Vlrglnla Community College
Southwest VA., Community College
State Council of Higher Education for Virginia
Thomas Nelson Community College
Tidewater Community College
University of Mary Washington
University of Virginia
University of Virginia Foundation
University of Virginia Health System
University of Virginia, Wise
Virginia College Savings Plan
Virginia Commonwealth University
Virginia Community College System
Virginia Highlands Community College
Virginia Military Institute
Virginia Polytechnic Institute and State University
Virginia State University
Virginia Western Community College
Wytheville Community College
State
State of Virginia
Virginia Department of Behavioral Health and Developmental Services Virginia Department of General Services
Virginia Department of Health
Virginia Department of Health Professions
Virginia Department of Public Works
Townships
Township of Green, Ross County
Exhibit2dixC
568

City/Town
Town of Elkton
Town of Ekmore
Town of Farmvllle
Town of Flncastle
Town of Floyd
Town of Fries
Town of Front Royal
Town of Gate City
Town of Glade Spring
Town of Glasgow
Town of Glen Lyn
Town of Gordonsville
Town of Goshen
Town of Gretna
Town of Grottoes
Town of Halifax
Town of Hamilton
Town of Haymarket
Town of Hay,
Town of Herndon
Town of Hill.sville
Town of Honker
Town of Hurt
Town of Independence
Town of Iron Gate
Town of Irvington
Town of Jonesville
Town of Kenbridge
Town of Keys,.

Town of Kilmarnock
Town of La Crosse
Town of Lawrenceville
Town of Leesburg
Town of Louisa
Town of Lovettsvllle
Town of Luny
Town of Marlon
Town of Middleburg
Town of Middletown
Town of Mineral
Town of Monterey
Town of Montross
Town of Mt Jackson
Town of Narrows
Town of New Castle
Town of New Market
Town of Nlckelsvllle
Town of Occoouan
Town of Onanmck
Town of Orange
Town of Pamplln City
Town of Parks.,
Town of Pearrsburg
Town of Pembroke
Town of Pennington Gap
Town of Phenix
Town of Pocahontas
Town of Pound
Town of Pulaski
Town of Purcell,.

Town of Ouantico
Town of Remington
Town of Rich Creek
Town of Richlands
Town of Ridgeway
Town of Rocky Mount
Town of Round Hill
Town of Rural Retreat
Town of Saltville
Town of Scottsville
Town of Shenandoah
Town of Smithfield
Town of South Boston
Town of South Hill
Town of St Paul
Town of Stanley
Town of Stephens City
Town of Strasburg
Town of Stuart
Town of Tangier
Town of Tappahannock
Town of Tazewell
Town of Timberville
Town of Troutvltle
Town of Urbanna
Town of Victoria
Town of Vienna
Town of Vinton
Town of Wakefield
Town of Warrenton
Town of Warsaw
Town of Washington
Town of Waverly
Town of West Point
Town of White Stone
Town of Windsor
Town of Wise
Town of Woodstock
Town of Wytheville
Special Distrricts
Montgomery County Public Service Authority
Montgomery Regional Solid Waste Authority
MC Rogers Planning District Commission
New River Regional Water Authority
New River Resource Authority
New River Valley Planning District Commission
New River Valley Regional Jail Authority
Newport News Redevelopmentand Housing Authority
Nicholas County Solid Waste Authority
Norfolk Airport Authority
Norfolk Economic Development Authority
Norfolk Redevelopment and Housing Authority
Northern Neck Planning District Commission
Northern Virginia Regional Park Authority
Northern Virginia Transportation Authority
Northwestern Regional Jail Authority
NRV Regional Water Authority
Pamunkey Regional., Authority
Patrick County Economic Development Authority
Pepper's Fern/ Regional Wastewater Treatment Authority
Petersburg Redevelopment and Housing Authority
Peumansend Creek Regional Jail Authority
Piedmont Soil and Water Conservation District
Planning District One Behavioral Health Services
Portsmouth Redevelopment and Housing Authority
Prince William County Park Authority
Pulaski County Public Service Authority
Pulaski County Sewerage Authority
Radford Industrial Development Authority
Randolph County Water, Sewer and Fire Protection Authority Rapidan Service Authority
Rappahannock Regional., Authority
Rappahannock -Shenandoah -Warren Regional Jail Authority Region 2000 Services Authority
Richmond Behavioral Health Authority
Richmond Hospital Authority
Richmond Metropolitan Authority
Richmond Redevelopment and Housing Authority
Richmond Regional Planning District Commission
Rlvanna Solid Waste Authority
Rlvanna Water and Sewer Authority
Riverside Regional Jell Authority
Roanoke Retlevelopment and Housing Authority
Roanoke River Service Authority
Roanoke Valley Broadband Authority
Roanoke Valley Resource Authority
Robert E Lee Soil and Water Conservation District
Rockbridge Area Network Authority
Rockbridge County Solid Waste Authority
Russell County Industrial Development Authority
Russell County Public Service Authority
Scott County Economic Development Authority
Scott County Redevelopment and Housing Authority
Shenandoah Valley Soil a. Water Conservation District
Smyth County Industrial Development Authority
Smyth Washington Regional Industrial Facilities Authority South Central Wastewater Authority
Southeastern Public Service Authority
Southslde Planning District
Southslde Regional Jail Authority
Southwest Regional Recreation Authority
Southwest Virginia Regional Jail Authority
Suffolk Redevelopment and Housing Authority
Tappahannock-Essex County Airport Authority
Tazewell County Airport Authority
Tazewell County Industrial Development Authority
Tazewell County Public Service Authority
Tazwell County Public Service Authority
Thomas Jefferson Planning District Commission
Thomas Jefferson Soil and Water Conservation District
Toms Brook-Maurertown Sanitary District
Upper Occortuan Service Authority
Valley Municipal Utility District No.2
Vint Hill Economic Development Authority
Vlrglnla Beach Development Authority
Vlrglnla Commercial Space Flight Authority
Vlrglnla Highlands Airport Authority
Vlrglnla Housing Development Authority
Vlrglnla Peninsulas Public Service Authority
Vlrglnla Port Authority
Vlrglnla Resources Authority
Vlrglnla Tech/Montgomery Regional Airport Authority
Vlrglnla/Carolina Water Authority
Virginia's First Regional Industrial Facility Authority Washington County Industrial Development Authority
Washington County ServiceAuthority
Waynesboro Economic Development Authority
Waynesboro Redevelopment and Housing Authority
West Piedmont Planning District
Western Virginia Water Authority
Williamsburg Area Transit Authority
Winchester Regional Airport Authority
Wired Road Authority
Wise County Public Service Authority
Wise County Redevelopment and Housing Authority
Woodway Water and Sewer Authority
Wytheville Redevelopment and Housing Authority
Public K-12
Page County Public Schools
Patrick County Public Schools
Petersburg City Public Schools
Pltisylvanla County School District
Popuoson City Public Schools
Portsmouth Public Schools
Powhatan County Public Schools
Prince Edward County Schools
Prince George County ...Schools
Prince William County Schools
Pulaski County Public Schools
Radford City Schools
Rappahannock County Public Schools
Richmond CO Public Schools
Richmond County Public Schools
Roanoke City Public Schools
Roanoke County Public Schools
Rockbridge County Schools
Rockingham County Public Schools
Russell County Public Schools
Salem City Schools
Scott County Public Schools
Shenandoah County P.IIC Schools
Smyth County Public Schools
Southampton County Public Schools
Spotsylvama County Public Schools
Stafford County Public Schools
Staunton City Schools
Suffolk Public Schools
Surry County Public Schools
Sussex County Public Schools
Tazewell County P.IIC Schools
Virginia Beach CIty Public Schools
Warren County Public Schools
Washington County School District
Waynesboro P.IIC Schools
West Point Public Schools
Westmoreland County Public Schools
Williamsburg -James City County Public Schools
Winchester Public Schools
Wise County Public Schools
Wythe County Public Schools
York County Public Schools
County
Scott County Public Service Authority
Shenandoah County
Smyth County
Southampton County
Spotsylvama County
Stafford County
Surry County
Sussex County
Tazewell County
TH-County lake Administrative Commission
Warren County
Washington County
Westmoreland County
Wise County
Wythe County
York County
Public Higher Education
State Townships
Exhibit 2di5 � 569

Appendix D
SOURCEWELLSM (Formerly NJPA) AWARDED VENDOR

REQUIRED FEMA TERMS AND CONDITIONS CERTIFICATION
Procurements by SourcewellsM (Formerly NJPA) or Sourcewell. Members utilizing funds under a federal grant or contract funded all or in part by the Federal Emergency Management Agency (FEMA) may be subject to specific federal laws, regulations, and requirements in addition to those under other federal, state and local laws. This may include, but is not limited to, the procurement standards of the Uniform Administrative Requirements for Grants and Cooperative Agreements to State and Local Governments, Title 44 of the Code of Federal Regulations, Part 13 (44 CFR Part 13).

The terms included in this section express Vendors willingness and ability to comply with certain requirements which may be applicable to specific Sourcewell Member purchases using FEMA grant or contract dollars.

Sourcewell Members may also require Proposers to enter into ancillary agreements, in addition to the Sourcewell contract's general teiuis and conditions, to address a Member's specific contractual needs, including contract requirements for a procurement using FEMA grants or contracts. Sourcewell reserves the right at any time within a contract term to require an awarded Vendor to reaffirm or resubmit proper documentation relating to these requirements.

Note: The numbering and identification contained within this section is only for reference purposes and does not identify any actual Federal designation or location of the rule. Rules are located in 44 CFR Part 13. (A) Pursuant to 44 CFR 13.36(i)(1), Sourcewell is entitled to exercise all administrative, contractual, or other remedies permitted by law to enforce Vendor's compliance with the terms of the request for proposal and contract award, including but not limited to those remedies set forth at 44 CFR 13.43.

Vendor Agrees (YES or NO) Initials of Authorized Representative (B) Pursuant to 44 CFR 13.36(i)(2), Sourcewell may terminate the contract award for cause or convenience in accordance with the procedures set forth in the request for proposal and contract award and those provided by 44 CFR 13.44.

Vendor Agrees (YES or NQ) Initials of Authorized Representative (C) Pursuant to 44 CFR 13.36(i)(3)-(6)(12), and (13), Vendor shall comply with the following federal laws during the term of an award for this contract by Sourcewell:
a. Executive Order 11246 of September 24, 1965, entitled "Equal. Employment Opportunity," as amended by Executive Order l 1375 of October 13, 1967, and as supplemented in Department of Labor ("DOL") regulations (41 CFR Ch. 60);
b. Copeland "Anti -Kickback" Act (18 U.S.C. 874), as supplemented in DOL regulations (29 CFR Part 3); c. Davis -Bacon Act (40 U.S.C. 276a -276a-7) as supplemented by DOL regulations (29 CFR Part 5); d. Section 103 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-330) as supplemented by DOL regulations (29 CFR Part 5);
e. Section 306 of the Clean Air Act (42 U.S.C. 1857(h), section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR part 15); and Exhibit 2 570

Appendix D
f. 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 (Pub. L. 94-163, 89 Stat. 871).

Vendor Agrees (YES or NO) Initials of Authorized Representative (D) Pursuant to 44 CFR 13.36(i)(7), Vendor shall comply with FEMA requirements and regulations pertaining to reporting, including but not limited to those set forth at 44 CFR 40 and 41.

Vendor Agrees (YES or NO) Initials of Authorized Representative (E) Pursuant to 44 CFR 13.36(i)(8), Vendor agrees to the following provisions regarding patents:
a. During the term of an award for this contract by Sourcewell, all rights to inventions and/or discoveries that arise or are developed, in the course of or under this request for proposal and contract award, shall belong to the Sourcewell Member and be disposed of in accordance with their policy. Sourcewell and Sourcewell members, at its own discretion, may file for patents in connection with all rights to any such inventions and/or discoveries.

Vendor Agrees (YES or NO) Initials of Authorized Representative (F) Pursuant to 44 CFR 13.36(i)(9), Vendor agrees to the following provisions, regarding copyrights:
a. During the term of an award for this contract by Sourcewell, any copyrightable material or inventions, in accordance with 44 CFR 13.34, FEMA reserves a royalty -free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, for Federal Government purposes:
(1) The copyright in any work developed under a grant or contract; and (2) Any rights of copyright to which a grantee or a contactor purchases ownership with grant support.

Vendor Agrees (YES or NO) Initials of Authorized Representative (G) Pursuant to 44 CFR 13.36(1)(10), Vendor shall maintain any books, documents, papers, and records of the Vendor which are directly pertinent to this request for proposal and contract award. At any time during normal business hours and as often as Sourcewell or Sourcewell Members deems necessary, Vendor shall permit Sourcewell or Sourcewell Member, FEMA, the Comptroller General of United States, or any of their duly authorized representatives to inspect and photocopy such records for the purpose of making audit, examination, excerpts, and transcriptions
Vendor Agrees (YES or NO) Initials of Authorized Representative (H) Pursuant to 44 CFR 13.36(i)(11), Vendor shall retain all required records for three years after FEMA or Sourcewell or Sourcewell Members makes final payments and all other pending matters are closed. In addition, Vendor shall comply with record retention requirements set forth in 44 CFR 13.42 Exhibit 2 571
2 Appendix D
Vendor Agrees (YES or NO) Initials of Authorized Representative Vendor agrees to comply with federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that Vendor certifies compliance with provisions, laws, acts, regulations, etc. as noted above.

This certification shall be effective through the term of the Vendor's Sourcewell awarded contract.

Vendor:

Contract number:

Category:

Maturity date:

Address:

City, state, zip code:

Phone number:

Printed name and title of
authorized representative:

Signature of authorized
representative:

Date:

Exhibit 2 572
3 DocuSign Envelope ID: 63D422B4-7D1 D-413A-BED6-206658A85A66

CONTRACT EXTENSION
Contract Number: #040319-CEC
Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479 (Sourcewell) and Clark Equipment Company dba Bobcat Company and Doosan Infracore Construction Equipment, 250 E. Beaton Dr., West Fargo, ND 58078 have entered into Contract #040319-CEC for the procurement of Medium Duty and Compact Construction Equipment with Related Attachments, Accessories and Supplies. The Contract has an expiration date of May 31, 2023, but the parties may extend the Contract by mutual consent.

Sourcewell and Vendor acknowledge that extending the Contract benefits the Vendor, Sourcewell and Sourcewell's Members. Vendor and Sourcewell agree to extend the Contract listed above for an additional period, with a new Contract expiration date of May 31, 2024. All other terms and conditions of the Contract remain in full force and effect.

Sourcewell
Clark Equipment Company dba Bobcat
Company and Doosan Infracore Construction
Equipment
,,---DocuSigned by: ,— DocuSigned by:
.u.ly sdwa'5
By:

C0FD2A139D06489...

Jeremy Schwartz
Title: Chief Procurement Officer
raw b. fuss
By:

OF55B103999C454...

Randy Fuss
Title: Director, Government Accounts
1/6/2023 1 3:31 PM CST 1/23/2023 1 6:29 AM PST
Date: Date:

Rev. 7/2022
Exhibit 2 573

Form C

EXCEPTIONS TO PROPOSAL, TE

AND SOLUTIONS
Company Name: Clark. Equipment Company dba Bobcat Company

S, CONDITIONS,
QUEST
Any exceptions to the terms, conditions, specifications, or proposal forms contained in this RFP must be noted in writing and included with the Proposer's response. The Proposer acknowledges that the exceptions listed may or may not be accepted by Sourcewell or included in the final contract. Sourcewell will make reasonable efforts to accommodate the listed exceptions and may clarify the exceptions in the appropriate section below.

Section/page
Term, Condition, or
Specification Exception
Proposer's Signature:

Sourcewell

ACCEPTS
Date:

Sourcewell's clarification on exceptions listed above:

Exhibit 2
574

Contract Award
P #040319
FO
Formal Offering of Proposal
(To be completed only by the Proposer
Sourcewell

MEDIUM DUTY AND COMPACT CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS,

ACCESSORIES, AND SUPPLIES
In compliance with the Request for Proposal (RFP) for MEDIUM DUTY AND COMPACT CONSTRUCTION EQUIPMENT WITH RELATED ATTACHMENTS, ACCESSORIES, AND SUPPLIES, the undersigned warrants that the Proposer has examined this RFP and, being familiar with all of the instructions, terms and conditions, general and technical specifications, sales and service expectations, and any special terms, agrees to furnish the defined products and related services in full compliance with all terms and conditions of this RFP, any applicable amendments of this RFP, and all Proposer's response documentation. The Proposer further understands that it accepts the full responsibility as the sole source of solutions proposed in this RFP response and that the Proposer accepts responsibility for any subcontractors used to fulfill this proposal.

Company Name: Clark Equipment Company dba Bobcat Company Date: 03-29-2019 Company Address: 250 East Beaton Dr.

City: West Fargo
CAGE Code/DUNS: 1OK63 / 152762931
Contact Person: Randy L. Fuss Title: Director, Government Accounts Authorized Signature:

State: ND Zip: 58078
Randy L. Fuss
Name printed or typed)
Exhibit 2 575

DocuSign Envelope ID: F11868F3-F767-41 AA-AF63-6D8CAA105036 FORM E

CONTRACT ACCEPTANCE AND AWARD
(Top portion of this form will be completed by Sourcewell if the vendor is awarded a contract, The vendor should complete the vendor authorized signatures as part of the RFP response.) Sourcewell Contract #: 040319-CEC
Proposer's full legal name: Clark Equipment Company dba Bobcat Company Based on Sourcewell's evaluation of your proposal, you have been awarded a contract. As an awarded vendor, you agree to provide the products and services contained in your proposal and to meet all the terms and conditions set forth In this RFP, in any amendments to this RFP, and In any exceptions that are accepted by Sourcewell.

The effective date of the Contract will be May 31, 2019 and will expire on May 31, 2023 (no later than the later of four years from the expiration date of the currently awarded contract or four years from the date that the Sourcewell Chief Procurement Officer awards the Contract). This Contract may be extended for a fifth year at Sourcewell's discretion.

Sourcewell Authorized Signatures:
,—DocuSlpnad by
—00.tn2h139D0&489..

SOUR(.EWEIeI DIRECTOR OF OPERATIONS AND
±y T/CPO SIGNATURE
,e4

SOURCEWE

EXECUTIVE DIRECTOR/CEO SIGNATURE
Awarded on May 28, 2019
Vendor Authorized Signatures:

Jeremy Schwartz
(NAME PRINTED OR TYPED)
Chad Coauette
(NAME PRINTED OR TYPED)
Sourcewell Contract # 040319-CEC
The Vendor hereby accepts this Contract award, including all accepted exceptions and amendments.

Vendor Nam
Au s Title
VENDOR Al
Executed on , 20
Sourcewell Contract # 040319-CEC
44 4 441,

SIGNATURE (NAME PRINTED OR TYPED)
Exhibit 2
576

or• ,.

Sourcewell o
\,.

Form F

PROPOSER ASSURANCE OF COMPLIANCE
Proposal Affidavit Signature Page

PROPOSER'S AFFIDAVIT
The undersigned, authorized representative of the entity submitting the foregoing proposal (the "Proposer"), swears that the following statements are true to the best of his or her knowledge.

1. The Proposer is submitting its proposal under its true and correct name, the Proposer has been properly originated and legally exists in good standing in its state of residence, the Proposer possesses, or will possess before delivering any products and related services, all applicable licenses necessary for such delivery to Sourcewell members agencies. The undersigned affirms that he or she is authorized to act on behalf of, and to legally bind the Proposer to the terms in this Contract.

2. The Proposer, or any person representing the Proposer, has not directly or indirectly entered into any agreement or arrangement with any other vendor or supplier, any official or employee of Sourcewell, or any person, firm, or corporation under contract with Sourcewell, in an effort to influence the pricing, terms, or conditions relating to this RFP in any way that adversely affects the free and open competition for a Contract award under this RFP.

The Proposer has examined and understands the terms, conditions, scope, contract opportunity, specifications request, and other documents in this solicitation and affirms that any and all exceptions have been noted in writing and have been included with the Proposer's RFP response.

4. The Proposer will, if awarded a Contract, provide to Sourcewell Members the /products and services in accordance with the terms, conditions, and scope of this RFP, with the Proposer -offered specifications, and with the other documents in this solicitation.

5. The Proposer agrees to deliver 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.

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

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

8. The Proposer understands that it is the Proposer's duty to protect information that it considers nonpublic, and it agrees to defend and indemnify Sourcewell for reasonable measures that Sourcewell takes to uphold such a data designation.
[The rest of this page has been left intentionally blank. Signature page below] Exhibit 2 577

By signing below, Proposer is acknowledging that he or she has read, understands, and agrees to comply with the terms and conditions specified above.

Company Name: Clark Equipment Company dba Bobcat Company Address: 250 East Beaton Dr.

City/State/Zip: West Fargo, ND. 58078
Telephone Number: 701-241-8746
E-mail Address:
rdy.fus no t.c
Authorized Signature:

Randy L. Fuss
Authorized Name (printed):

Title: Director, Government Accounts
Date:
'. 2°'`✓
Notarized
Subscribed and sworn to before me this
Notary Public in and for the County of
My commission e,
Signature:
day o

LOGAN GIEFER
State of North Dakota
Notary Public
mm Expires May 8, 2023
, 20
State of
Exhibit 2 578

Sourcewell
Form P

PROPOSER QUESTIONNAIRE
Payment Terms, Warranty, Products and Services, Pricing and Delivery, and Industry -Specific Questions Proposer Name: Clark Equipment Company dba Bobcat Company Questionnaire completed by: Randy L. Fuss Director,, Government Accounts Payment Terms and Financing Options
1) What are your payment terms (e.g., net 10, net 30)?
Bobcat Company
Terms: Net 30
2) Do you provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions?
■ Bobcat Company
We provide competitive leasing, tax free municipal leasing and other financing options for various terms, which are available through the authorized dealer locations and other third party financing organizations such as; Wells Fargo, PNC, and National Cooperative Leasing. 3) Briefly describe your proposed order process. Please include enough detail to support your ability to report quarterly sales to Sourcewell. For example, indicate whether your dealer network is included in your response and whether each dealer (or some other entity) will process the Sourcewell Members' purchase orders. ■ Bobcat Company
- Quote preparation will be completed by the Government Accounts Department or Bobcat Dealer Sales Representative
Quote presented will include ordering instructions to submit to the Government Accounts Department or respective Bobcat Dealer
All orders will be sent to and handled/processed throok!► the corporate Bobcat Government Accounts Department to validate pricing, order control and visibility with the factories, and proper recording for audit purposes and sales report accountability.

Order is entered into the ERP System
Dealer is notified of order and any special requirements and install instrucitons Machine is built, inspected and shipped from the Bobcat Factory to the resepective delivering Bobcat Dealer
Bobcat Dealer will complete the pre -delivery inspection, install ordered parts/accessories and attachments and complete final delivery to government customer and complete initial operator/safety/maintenance training.

Bobcat Dealer will submit a signed delivery report notifying Bobcat Company of delivery and acceptance.

Bobcat Company or Bobcat Dealer invoices customer
4) Do you accept the P -card procurement and payment process? If so, is there any additional cost to Sourcewell Members for using this process?
Exhibit 2 579

Bobcat Company
Yes, Bobcat Company will accept government purchase cards to satisfy payment requirements. Currently, Bobcat Company does not charge any additional fees for credit card payments.

Warranty
5) Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may include in your response a copy of your warranties, but at a minimum please also answer the following questions.

Bobcat Company
All Bobcat Skid Steer Loaders, Compact Track Loaders, and Mini -Excavators will include a 24 month/Unlimited hours warranty. All other products to include; Toolcat, Utility Vehicles, Mini -Track Loaders, and Versa -Handlers will include a 12 month/Unlimited hours warranty. (See Attached Warranty Statements) Do your warranties cover all products, parts, and labor? o Bobcat Company
■ Warranties will cover all parts and labor within the specified warranty period.

Do your warranties impose usage restrictions or other limitations that adversely affect coverage? o Bobcat Company
• Customary to the manufacturing industry, usage limitations such as; length of time or number of month (i.e. 12 months) and/or the number of hours (i.e. 2000 hours). Optional Manufacturers Warranty would also follow the aforementioned number of months/hours methodology. • Other limitations or circumstances that would restrict or otherwise create warranty limitations are; abuse, unauthorized alterations; damage; environmental conditions, inadequate maintenance, adjustments, normal wear/tear, consumable items, unauthorized repairs, rentals/loaner units, diagnostic time, freight charges, project/job loss, and clean up time Do your warranties cover the expense of technicians' travel time and mileage to perform warranty repairs? o Bobcat Company
■ Travel time for techinicians will not be covered to perfom warranty repair.

Are there any geographic regions of the United States for which you cannot provide a certified technician to perform warranty repairs? How will Sourcewell Members in these regions be provided service for warranty repair?
o Bobcat Company
■ Bobcat Company has nearly 600 independently owned and authorized dealers throughout North America. There are multiple dealers or enterprise locations within each state that will stand ready to perform service and warranty work to best serve the government customers.

WiII you cover warranty service for items made by other manufacturers that are part of your proposal, or are these warranties issues typically passed on to the original equipment manufacturer? a Bobcat Company
• Warranty service for any items made by other manufacturers or not manufactured by Bobcat Company will be passed on to the original equipment manufacturer. Note, all products currently offered in response to this RFP will be covered by the warranty of Bobcat Company.

What are your proposed exchange and return programs and policies? o Bobcat Company
Exhibit 2 580

Exchange and returns rarely occur, however in the event that the situation(s) shall arise, Bobcat Company will work with the customer on a case by case basis. It is Bobcat Companys' intent to create a world class customer experience and will work diligently with the customer(s) and dealer(s) to quickly provide resolution and minimize any disruption in the customer(s) operations. 6) Describe any service contract options for the items included in your proposal. o Bobcat Company
• Service contracts will be only offered by the Bobcat indepently owned and authorized dealers • If so chosen by the customer, service contracts through the Bobcat dealer can quoted and ordered in conjunction with contract items.

Pricing, Delivery, Audits, and Administrative Fee
7) Provide a general narrative description of the equipment/products and related services you are offering in your proposal.
• Bobcat Company's' product lines fit within the scope of this Sourcewell RFP. Our breadth of products include the following for Sales, Lease and Rental; Skid Steer Loaders, Compact Track Loaders, Compact and Mini Excavators, Mini Track Loaders, Utility Work Machines (Toolcat®), Compact Tractors, Utility Vehicles, and Versa -Handlers. Our product offering will be expanded in 2020 to include Small Articulating Loaders and Compact Wheel Loaders.
8) Describe your pricing model (e.g., line -item discounts or product -category discounts). Provide detailed pricing data (including standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. (Keep in mind that reasonable price and product adjustments can be made during the term of an awarded Contract. See the body of the RFP and the Price and Product Change Request Form for more detail.) • Bobcat Company's' pricing model will be a percentage discount off manufacturers suggested list price by product category. (See Bobcat Company Price Pages attached) 9) Please quantify the discount range presented in this response. For example, indicate that the pricing in your response represents is a 50% percent discount from the MSRP or your published list. • Bobcat Company discounts will range from 16% to 30% off the manufacturers suggested list price depending on product category. Throughout the term of the contract, Bobcat Company will offer additional discount incentives pertinent to manufacturing pressure, discount programs, and market share opportunities. (See attached Bobcat Company Price Pages)
10) The pricing offered in this proposal is
a. the same as the Proposer typically offers to an individual municipality, university, or school district.
b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments.
c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments.

X d. other than what the Proposer typically offers (please describe).

Pricing offered in response to this Sourcewell RFP is similar or is better than some pricing offered to other GPOs, Cooperative procurement organizations, or state purchasing departments. Because of the ceiling based pricing, our discount structure offered will allow for best value, better flexibility, better volume discount considerations, hot list pricing, market conditions, manufacturing pressures, and positioned to provide more competitive discounts as needed to accommodate budgets or customer situations.

Exhibit 2 581

11) Describe any quantity or volume discounts or rebate programs that you offer.

Bobcat Company
• Quantity or volume discounts are available upon request. Like models, factory installed options and attachments with quantities of 3 or more receive favorable discount considerations beginning with 1% additional discount and/or freight cost reductions.
12) Propose a method of facilitating "sourced" products or related services, which may be referred to as "open market" items or "nonstandard options". For example, you may supply such items "at cost" or "at cost plus a percentage," or you may supply a quote for each such request.

Bobcat Company
• Bobcat Company will allow for "sourced" goods/products or related services or "open market" item or "nonstandard options" to be itemized and offered on Sourcewell member quotes and orders. For example, items such as aftermarket attachments not offered by Bobcat Company will be offered at the dealer price plus 10% and the dealer invoice will collected for record retention. 13) Identify any total cost of acquisition costs that are NOT included in the pricing submitted with your response.

This cost includes all additional charges that are not directly identified as freight or shipping charges. For example, list costs for items like installation, set up, mandatory training, or initial/pre-delivery inspection.

Identify any parties that impose such costs and their relationship to the Proposer.

Bobcat Company
• Additional total cost of acquisition may include items such as dealer installation of parts and accessories, set up and pre -delivery inspections. Costs are associated with the local dealers shop and labor rates. 14) If travel expense, delivery or shipping is an additional cost to the Sourcewell Member, describe in detail the complete travel expense, shipping and delivery program.

Bobcat Company
• Freight costs (varies by product type) from the factory to customer delivery address will be itemized on the quote and paid by the customer, unless otherwise agreed. Units will be shipped from the factory to the nearest assigned dealer for pre -delivery inspection and parts/accessory installation unless unforeseen circumstances warrant a change to this procedure. The dealer will be responsible for making contact with the customer to arrange final delivery within the appropriate delivery times determined by the customer. 15) Specifically describe those travel expense, shipping and delivery programs for Alaska, Hawaii, Canada, or any offshore delivery.

Bobcat Company
In situations where delivery is to be made to Alaska, Hawaii, remote parts of Canada, or any offshore delivery the customer will be responsible for the additional freight, air freight, sling load, barge, fairy, and freight forwarding charges to include cargo containers. Additional charges will be reviewed by the customer prior to order and it is customary for Bobcat Company to work with the customer if there is a desired delivery method specified by the customer.
16) Describe any unique distribution and/or delivery methods or options offered in your proposal.

Bobcat Company
Other than the aforementioned methods of delivery, if a unique delivery situation were to arise Bobcat Company will work closely with the customer to provide the most efficient and cost effective methods.

Exhibit 2 582

17) Please specifically describe any self -audit process or program that you plan to employ to verify compliance with your proposed Contract with Sourcewell. This process includes ensuring that Sourcewell Members obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to Sourcewell.

Bobcat Company
• From inception of the contract, Sourcewell Contract specific price pages, dealer memorandum of instruction, and ordering instructions will be handled and distributed to the Bobcat Dealers by the Bobcat Company Government Sales Office. Pricing and discounts will be input into the Bobquote System in order to comply with contract discounts and pricing for quoting consistency in accordance to the awarded contract. All orders will be verified and processed by the Bobcat Government Sales Operations staff in order to maintain consistency and audit compliance. Sourcewell Contract quotes and sales orders will be documented on an internal retail report for easy access and filtering to efficiently provide sales data for quarterly reporting to Sourcewell and administrative fee remittance. 18) Identify a proposed administrative fee that you will pay to 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 RFP Section 6.29 and following for details.) Bobcat Compan y
Bobcat Company proposes an administrative fee structure of no more than 1%. This proposed discount will allow Bobcat Company to offer additional incentives to Sourcewell members to better meet the customers constrained budgets and better meet the competitive situations in markets of opportunity.

Industry -Specific Questions
19) Describe any industry -specific quality management system certifications obtained by your organization.

Bobcat Company
Bobcat Company hold certificates in accordance ISO 9001-2015 (see attached certificates) 20) Describe any environmental management system certifications obtained by your organization.

Bobcat Company
Bobcat Company holds certificates in accordance with ISO 14001 Environmental Management Systems certification (see attached certificate)
21) Describe any preventive maintenance programs that your organization offers for the solutions you are proposing in your response.

Bobcat Company
Preventative maintenance programs are available and may be purchased through the local dealer for an additional char .e. 'rices vary epending on model, level of service program desired (i.e. number of times per year, bei ed t Abe of hours,
Signature:

Date:

Exhibit 2 583

4, Bobcat
BOBCAT COMPANY SUGGESTED PRICE LIST - July 2022
Sourcewell Contract #040319-CEC
Bobcat Company
ORDER ADDRESS:

CLARK EQUIPMENT COMPANY dba BOBCAT COMPANY
250 EAST BEATON DRIVE
PO BOX 6000
WEST FARGO, ND 58078-6000
Government Sales Points of Contact:

Phone:

Heather Messmer - Government Accounts Sales Support Mgr. he [email protected]
(701) 241-8719
Chris Gerving - Government Account Manager
[email protected]
(701) 241-8737
Jesse Rheault - Government Account Manager
[email protected]
(701) 241-8759
Barry Hanson - Government Account Manager
[email protected]
(701) 241-8793
Randy Fuss - Director, Government Accounts
randy. [email protected]
(701) 241-8746
TOLL FREE #: 800-965-4232, Opt#2
FAX#: (855) 608-0681
PROMPT PAYMENT TERMS: Net 30
TIME OF DELIVERY: TBD
COMMERCIAL CREDIT CARD: Accepted (Visa/Mastercard/American Express) TID#: 38-0425350
REMIT TO ADDRESS:

CLARK EQUIPMENT COMPANY dba BOBCAT COMPANY
PO BOX 74007382
CHICAGO, IL 60674
Exhibit 2 584

Product
Discount
Percent
Skid Steer Loaders

28.0%
Compact Track Loaders

28.0%
Loader Attachments

24.0%
Compact Wheel Loader (CWL)

24.0%
CWL Attachments

24.0%
Small Articulating Loaders (SAL)

24.0%
SAL Attachments

24.0%
Compact Excavators

30.0%
Large Excavators

30.0%
Excavator Attachments

24.0%
Mini Track Loaders (MTL)

24.0%
MTL Attachments

24.0%
Toolcat

20.0%
Toolcat Attachments

24.0%
Compact Tractors

20.0%
Compact Tractor Implements and Attachments

24.0%
Utility Vehicles

20.0%
Telehandlers

24.0%
VH Attachments

24.0%
Bobcat® Mowers

16.0%
RYAN Turf Equipment & Attachments

16.0%
Steiner Tractors & Attachments

16.0%
Exhibit 2 585

EXHIBIT "C"

BOBCAT WARRANTY

WARRANTY

WARRANTY
Bobcat Excavators
Bobcat Company warrants to Its authorized dealers and authorized dealers of Bobcat Equipment Ltd., who in turn warrant to the owner, that each new Bobcat excavator with a delivery date on or after January 1, 2019 will be free from proven defects in material and workmanship with respect to (I) ali components of the product except as otherwise specified herein for twenty-four (24) months, or a total of 2000 hours of use, whichever occurs first, (iH) tracks for twelve (12) months on a prorated basis based on the remaining depth of the track at the time any defect Is discovered, (iii) Bobcat brand batteries, for an In al twelve (12) month warranty perkd and for an addltionai twelve (12) months thereafter, Bobcat Company shalt reimburse a fixed portion of the cost of replacing the battery as designated by Bobcat in the event of a proven defect and (iv) auxiliary hydraulic quick couplers for &x (6) months or 200 hours of use, whichever occurs first. The foregoing time periods shall all commence after delivery by the authorized Bobcat dealer to the original buyer.

During the warranty period, the authorized Bobcat dealer shall repair or replace„ at Bobcat Company's option, without charge for parts and labor, any part of the Bobcat product except as otherwise specified herein which fails because of defects in material or workmanship. The owner shall provide the authorized Bobcat dealer with prompt written notice of the defect and allow reasonable time for repair or replacement. Bobcat Company may, M ita option, require failed parts to be returned to the factory. Travel time of mechanics and transportation of the Bobcat product to the authorized Bobcat dealer for warranty work are the responsibility of the owner. The remedies provided In this warranty are excfusive.

This warranty does not cover replacement of scheduled service items such as oil, filters, tune-up parts, and other high -wear items. This warranty does not cover damages resulting from abuse, accidents, alterations, use of the Bobcat product with any accessory or attachment not approved by Bobcat Company, air flow obstructions, or failure to maintain or use the Bobcat product according to the instructions applicable to it.

THIS WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, EXCEPT THE WARRANTY OF TfTLE. BOBCAT COMPANY DISCLAIMS ALL OTHER WARRANTIES AND

CONDITIONS, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL BOBCAT

COMPANY OR THE AUTHORIZED BOBCAT DEALER BE LIABLE FOR ANY SPECIAL, INCIDENTAL,

INDIRECT OR CONSEQUENTIAL DAMAGES, WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, LOSS

OR INTERRUPTION OF BUSINESS, LOST PROFITS, OR LOSS OF MACHINE USE, WHETHER BASED

ON CONTRACT WARRANTY, TORT, NEGLIGENCE, STRICT LIABILITY, STATUTE OR OTHERWISE,

EVEN IF BOBCAT COMPANY OR THE AUTHORIZED BOBCAT DEALER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE TOTAL LIABILITY OF BOBCAT COMPANY AND THE

AUTHORIZED BOBCAT DEALERS WITH RESPECT TO THE PRODUCT AND SERVICES FURNISHED

HEREUNDER SHALL NOT EXCEED THE PURCHASE PRICE OF THE PRODUCT UPON WHICH SUCH LIABILITY IS BASED.
7385: 0enUS (©1-19) (AP
Bobcat
Pr4r ed in U.S.A.

Exhibit 2
gg6

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

AGENDA REPORT
Item 10.

TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Elizabeth Nava, Director of Recreation and Community Services SUBJECT: ACTIVENET FEE SCHEDULE AND CONTRACT APPROVAL
DATE: February 27, 2023
RECOMMENDATION:

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

1. Adopt the attached Resolution; and

2. Approve an agreement with ACTIVE Network, LLC in an amount not to exceed $50,000.

BACKGROUND/DISCUSSION:

In October 2021, the City of Bell Gardens entered into a 3 -year agreement with ActiveNetwork, LLC (ActiveNet) for Recreation Management Software services. This agenda item is to formalize and authorize the City Manager to sign the agreement, past invoices totaling approximately $13,000, as well as current, and future invoices for hardware and software provided by ActiveNet.

The Recreation and Community Services Department previously used a software called MaxGalaxy which merged with ActiveNet making MaxGalazy obsolete. The Recreation Management Software is currently only supported by ActiveNet.

The term of this agreement is 3 years, and it includes the migration of information from MaxGalaxy to the new ActiveNetwork platform, an annual subscription with a set fee for the three years of the agreement, and a 3% transaction fee for credit card transactions. After 3 years, the Recreation and Community Services Department can assess the effectiveness of this software and determine if it is beneficial to enter into another agreement with ActiveNet.

Transitioning from MaxGalaxy to ActiveNet has allowed easier access for residents and patrons to register for classes, youth sports programming and Department activities. For the staff, it has allowed for access to reports to assist with accounting and more efficient procedures for programming.

CONCLUSION:

ActiveNetwork is the platform that the Recreation and Community Services Department is using for their Recreation software and hardware needs. The adoption of this resolution and approval of the agreement formalizes this contract with ActiveNet and allows the City Manager to execute past, present, and future invoices on behalf of the City.

FISCAL IMPACT:

The Recreation and Community Services Department has General Fund dollars from the FY 22-23 Budget that has been allocated for annual subscriptions and professional services. No additional funds are required for the execution 587

of this contract.

ATTACHMENTS:

Exhibit 1- Resolution 2023-14
Exhibit 2- Agreement
Exhibit 3- ActiveNet Product and Services General Terms Exhibit 4- ActiveNet Recreation and Membership Management Product Terms Exhibit 5- ActiveNet Third Party Hardware Terms
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

RESOLUTION NO. 2023-14

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPROVING AN AGREEMENT BY AND

BETWEEN THE CITY OF BELL GARDENS AND ACTIVE NETWORK

FOR RECREATION MANAGEMENT SOFTWARE
WHEREAS, Bell Gardens residents and staff have increasingly requested convenient online registration and payment options for recreation programs and activities; WHEREAS, the implementation of recreation management software allows residents to register for City programs from the comfort of their own homes or from their mobile devices, which eliminates the need to drive through traffic, wait in line, and affords many other inconveniences;
WHEREAS, for the City, recreation management software means better scheduling and delivery of services, eliminating the need to have additional staff during high -traffic registration periods, and it also translates to potential savings to the City in personnel costs;
WHEREAS, Active Network and MaxGalaxy merged into one under ActiveNet, LLC and MaxGalaxy became obsolete;
WHEREAS, Active Network's software met all of the City's specifications and requirements; and
WHEREAS, the City entered into an agreement with Active Network for recreation management software in October, 2021 and wishes to formalize the agreement.

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

SECTION 1. The City Council finds that the above recitals are true and correct and incorporate them herein.

SECTION 2. The City Council hereby approves an agreement with Active Network for the purchase of recreation management software in a form approved by the City Attorney.

SECTION 3. The City Council authorizes the City Manager to execute all agreements consistent with the staff report and this Resolution along with any ancillary documents reasonably necessary to effectuate the intent of 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.

Exhibit 1 589

Resolution No. 2023-14
PASSED, APPROVED, and ADOPTED this 27th day of February 2023.

THE CITY OF BELL GARDENS
Alejandra Cortez, Mayor
APPROVED AS TO FORM: ATTEST:

Stephanie Vazquez
City Attorney
2 of 2
Daisy Gomez,
City Clerk
Exhibit 1 590

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F Company Address 717 North Harwood Drive, Suite 2500
Dallas, TX 75201
US
Prepared By Sharon Kramer
Opportunity Owner Yianni Drako
Owner Email yiannhdrrt. tr
Bill To Name
Bill To Contact
Bill To Address
City of Bell Gardens, CA
Raymond Corona
8000 Park Lane
Bell Gardens, CA 90201 United States
ACTIVENet - (credit card refunds I SaaS
- flat fee)
ACTIVENet - ACH Remittance -
"Daily" Every 72 Hours
ACTIVENet - Annual Subscription
Fee
ACTIVENet - Functionality:

Facilities
ACTIVENet - Functionality:

League Management
ACTIVENet - Functionality:

Memberships
ACTIVENet - Functionality: POS
(Point -of -sale)
ACTIVENet - Functionality:

Program & Activity Registration
ACTIVENet - Public Interface -
Online Transaction Fee
ACTIVENet - Public Interface Fee
Set up - absorbed by client
ACTIVENet - SaaS
Exhibit 2
Schedule
Created Date 10/7/2021
Quote Number 00122502
Currency USD
Contact Name Rozanne Adanto
Phone (562) 806-7650
Email [email protected]
Ship To Contact Raymond Corona
Ship To Address 8000 Park Lane
Bell Gardens, CA 90201 United States
Daily remittances are processed by Active on non -holiday business days 72 hours after the transaction day.

Service
Payments take one to three banking business days to
iprocess.

SaaS
#N/A
#N!A
SaaS ' #NIA
SaaS
SaaS
Migration Loyalty Rates for first term of contract for U.S. organizations exceeding $30,000,000 in annual revenue
through ACTIVE Net.

ACTIVE Net Service Package STANDARD 5 consists of
the following Services:
• remote business process review
• remote functionality review & data collection preparation • remote data collection review
• remote data entry (system inventory and policy controls) • remote user testing
• LMS training
• remote supplemental training
591
1 1
1 3.00

0.10 8,370.00

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F ACTIVENet- Service Package
Standard 5
Service
ACTIVENet - Staff Interface -
Payment Processing Fee - Credit I SaaS
Card
ACTIVENet - Staff Interface -
Payment Processing Fee
Electronic Cheque/Check
Processing
ACTIVENet - Technical Services: I
Customer Import
ACTIVENet - Technical Services:

Financial Export
Service Total
• remote user testing
• LMS training
• remote supplemental training
• remote Go Live preparation
• remote go live support
emote hardware configuration
remote system optimization training
The scope o
of choice.
50% of total Service costs will be billed at S
initiation,payable within 30 days of the date of invoice. 50% of total Service costs will be billed at Service
completion, payable within 30 days of the date of invoice.

Rates for organizations under $1,500,000 in annual
revenue through ACTIVE Net.
i ACTIVE Net Technical Services: Customer Import
Service I consists of the following Services:
• remote configuration, testing & training
ACTIVE Net Technical Services: Financial Export consists Service of the following Services: 1
remote configuration, testing & training
13,387.50
Total Price
Annual Projected
Contract Value
USD 21,75T50
USD 10,826.00
Active reserves the right, and may take additional measures to verify Client's account which may consist of reviewing publicly available data and/ confirmation of Client provided information. Such verification measures will be completed in advance of remittance.

All fees described herein are in consideration of the Software and Services that Active provides. Active and Client acknowledge that certain credit card network rules and laws prohibit imposing a surcharge that is based on the type of payment method used (e.g., having a different fee for the use of a credit card vs. debit card), and therefore, each agree not to impose such a surcharge on any End User.

The payment options we offer may include MasterCard, Visa, American Express and Discover, If your order includes hardware, please note that all hardware orders have a 30 -day return policy, and it is recommended that you inspect your purchases upon delivery.
"Sales tax and shipping not included in total price. Sales tax and shipping, where applicable, will be added to your invoice.

By signing this Schedule, you agree to the terms and conditions governing your use of the Software and Services as set forth at:

General Terms -h Lte .. fat .vm/genriraL-tarm
Product Terms -h. d_ W,actixutetwurk,cs2mLmsrtt_ rsh
Third Party Hardware Product Attachment - httP: 1 ,ar..ti rtttworkn Attachment: Exhibit A, Payment Services Agreement
Quote Acceptance Information
Client
Signatuf
Active Network, LLC
,-DocuSigned by:

Signature:
042FAC5901474C9._.

Exhibit 2 592

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F Name:

M/GIMEL
Title: 6r ry MANA
Date:
oCTo 8
PO# (if applicable):

12., 2021
Name:

Title:

Date:
u
Randy Skemp
vice President, sales
10/25/2021 I 9:05 AM CDT
Exhibit 2 593

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F

EXHIBIT A
Payment Services Agreement

IMPORTANT INFORMATION ABOUT PROCEDURES FOR OPENING A NEW ACCOUNT To help the government fight the funding of terrorism and money laundering activities, Federal law requires all financial institutions to obtain, verify, and record information that identifies each person who opens an account. What this means for you: When you open an account, we will ask for your name, address, date of birth, and other information that will allow us to identify you. We may also ask to see your driver's license or other identifying documents.

This Payment Services Agreement ("Agreement") is a legal agreement between Client and Active governing Client's use of Active's payment processing services (collectively, the "Services"). Client must accept all of the terms of this Agreement to use the Services. Visa, Mastercard, and Discover are collectively defined as the "Card Brands" and their cards are each a "Card".

1. SERVICES
Active's sponsor banks require certain information for the Services. Client must provide accurate and complete information and keep the information up-to-date. Active relies on this information for underwriting and to meet our obligations under applicable federal and state laws and other regulatory requirements. Client must only use the Services for the business purpose described in the General Terms and/or applicable Product Attachment. On an ongoing basis, Client will provide us with the current address of each of your offices, all "doing business as" (DBA) names used by you, and a complete description of goods sold and services provided by you. If the scope or nature of your business or the type of products or services you offer changes, Client must notify Active prior to the change. Client is liable to us for all losses and expenses incurred by us arising out of your failure to report changes to us.

2. REQUIRED INFORMATION, VERIFICATION
Active's sponsor banks and the Card Brands require us to verify your identity, credit, business operations, and compliance with the obligations under this Agreement. Client must provide sufficient information and documentation as requested by Active, including information to verify your identity, financial statements, and customer information. Client authorizes Active to make, from time to time, any business and personal credit inquiries, Exhibit 2 594

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F identity -verification inquiries, and other inquiries considered necessary to review the acceptance and continuation of this Agreement. Client also authorizes any person or credit reporting agency to compile information to answer those inquires and to furnish that information to Active. Active reserves the right to decline your application for any reason. Active is required to report certain information to our sponsor banks or Card Brands, including the names of any principles and country of domicile.

3. COMPLIANCE WITH LAWS AND RULES
Client must comply with all rules and operating regulations issued from time to time by the Card Brands; any policies, procedures, and instructions provided by us; and the Payment Card Industry Data Security Standards ("PCI DSS") and the Payment Application Data Security Standard ("PA-DSS") (collectively, "Rules"). The Rules are incorporated into this Agreement by reference as if they were fully set forth in this Agreement. An abridged version of the Visa and MasterCard Rules may be viewed at usa.visa.com and www.mastercardmerchant.com . Client further agrees to comply with all applicable federal, state, and local laws, rules, and regulations ("Laws"), as amended from time to time affecting acceptance of Cards, processing of Card transactions, and the transactions contemplated by this Agreement. Client agrees to the terms of the Electronic Funds Transfer Agreement incorporated into this Agreement by reference as if they were fully set forth in this Agreement. Client will assist Active in complying in a complete and timely manner with all Laws and Rules, now or hereafter applicable to any Card transaction or this Agreement. Client will execute and deliver to Active all such instruments deemed necessary for compliance. If any terms of this Agreement conflict with the Card Brand Rules, the Card Brand Rules will govern.

4. TRANSACTION PROCESSING
In order to process Card transactions, Client must familiarize itself with and adhere to the applicable Card Brand Rules. The following sections address some but not all of the Card Brand Rules that must be adhered to in order to process card transactions. It is Client's responsibility to understand and follow all Card Brand Rules.

5. CARD ACCEPTANCE
Client will honor, without discrimination, any valid Card properly tendered by a Cardholder. "Cardholder" means a person possessing a Card and asserting to be the person in whose name the Card is issued. Client may elect not to accept Visa or MasterCard branded debit cards, but you must provide Active with prior written notice of such election. Client will identify the Cardholder when accepting payment and will request the Card expiration date and ZIP code or postal code from the Cardholder's billing address. It is also highly recommended that Client obtain the security code from each Card. You must not honor any Card if the Card has expired or if the Card number is listed on a current Electronic Warning Bulletin file. You will properly disclose to the Cardholder, at the time of the Card transaction, Client's name, return policy, and other limitations you may have on accepting returned merchandise. Active's name may appear in conjunction with Client's name on Cardholders' statements. Client will not accept any payments from a Cardholder relating to previous charges for merchandise or services, and if Client receive such payments, you will promptly remit them to Active.

Exhibit 2 595

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F

6. CARD AUTHORIZATION
Client must obtain authorization via methods acceptable to Card Brand Rules prior to completing any Card transaction. Client must follow any instructions received during the authorization process. Upon receipt of authorization, Client may consummate only the transaction authorized. Where authorization is obtained, Client will be deemed to warrant the true identity of the customer as the Cardholder. Transactions will be deemed invalid on Cards that are expired, whether or not an authorization has been obtained.

Authorizations are not a guarantee of acceptance or payment of a Card transaction and do not waive any provision of this Agreement or otherwise validate a fraudulent transaction or a transaction involving the use of an expired Card. Active may refuse to authorize any transaction, and we are not liable to you if authorization for a transaction is not given. Client will not have any claim against, or right to receive payment from, a Cardholder or any other customer in any Card transaction if Active refuses to authorize the transaction for any reason.

7. RECORDS
Client will deliver to the Cardholder at the time of the transaction a complete and legible receipt from the Card transaction or refund. Client must retain the merchant copy of the receipt in accordance with the applicable Card Brand information security and confidentiality requirements for at least 3 years following the date of completion of the Card transaction (or such longer period as the Rules may require).

8. RECURRING TRANSACTIONS
For recurring transactions, Client must obtain a written request from the Cardholder for such goods and services to be charged to the Cardholder's account, the frequency of the recurring charge, and the duration of time during which such charges may be made. Client must obtain such written consent before the first recurring transaction, and Client must notify the Cardholder that he or she is able to discontinue consent for recurring billing charges at any time. Client must retain evidence of such written consent for recurring transactions for twenty-four months (24) from the date you submit the last recurring billing charge. If this Agreement is terminated for any reason, Client will, at your own cost, advise all individuals and establishments to whom you submit recurring billing charges that Client no longer accept the Card for amounts owed by such establishments or by such individual. The termination of a Cardholders' services constitutes immediate cancellation of the Cardholder's consent for recurring billing charges. Active has no obligation to notify Client of such cancellation, nor shall Active have any liability to Client arising from any such cancellation. Client will not complete any recurring transaction after receiving a cancellation notice from the Cardholder, notice from Active to not complete a recurring transaction, or a response that the Card is not to be honored.

Exhibit 2 596

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F

9. FUTURE DELIVERY
Client will not accept a Card transaction for the sale of goods or services for future delivery. If, however, Client has clearly disclosed your intentions to the Cardholder and the Cardholder agrees, Client may submit the following types of charges to Active before you deliver the goods purchased to the Cardholder: (a) charges representing deposits on (i) custom or special orders (provided that in doing so Client is in compliance with applicable law) and (ii) mail orders for items not in inventory at the time the order is placed; and (b) charges representing advance, partial, or full payment for items the Cardholder requests Client to deliver at a later date. If a Cardholder disputes any of these charges, Active will have the right to Full Recourse for such charge. Client represents and warrants to Active that you will not rely on any proceeds or credit resulting from such transactions to purchase or furnish goods or services. Client will maintain sufficient capital to provide for the delivery of goods or services at the agreed upon future date, independent of any credit or proceeds resulting from Card transactions taken in connection with future delivery transactions.

10. E -COMMERCE TRANSACTIONS
If applicable, Client may process e -commerce transactions only if the transactions have been encrypted by a third -party vendor acceptable to Active. Client is liable for all chargebacks and losses related to e -commerce transactions, whether or not encrypted. Encryption is not a guarantee of payment and will not waive any provision of this Agreement or otherwise validate a fraudulent transaction.

For goods to be shipped on e -commerce transactions, Client may obtain authorization up to seven calendar days prior to the shipment date. Client need not obtain a second authorization if the Card transaction amount is within 15% of the authorized amount, provided that the additional amount represents shipping costs. Client's website must contain all of the following information: (i) complete description of the goods or services offered, (ii) return and refund policies, (iii) customer service contact, including email address or telephone number, (iv) transaction currency (such as U.S. or Canadian dollars) (v) any export or legal restrictions, if known, and (vi) delivery policy.

11. PROHIBITED PRACTICES
Client may not split transactions into multiple Card transactions except where: (a) partial payment is entered on the transaction record and the balance of the transaction amount is paid in cash or by check at the time of transaction; or, (b) the amount represents an advance deposit in a Card transaction completed in accordance with this Agreement and the Rules. Client will not use the Services to accept amounts representing the refinancing of an existing uncollectible obligation, debt, or dishonored check of a Cardholder. Client may not process transactions for, receive payments on behalf of, or (unless required by Law) redirect payments to a third party. Client agrees that Active may, within our sole discretion, suspend the Services for a reasonable period of time required to investigate suspicious or unusual activity. Active shall have no liability for any losses Client may attribute to any suspension of funds disbursement. Client will not allow the Service to be used for high risk transactions or transactions for illegal activities. If Client engages in the behavior for illegal activities, you hereby acknowledge liability to Active and all damages suffered by Active, without limitation despite other language in this Agreement to the contrary. Without limiting the foregoing, Exhibit 2 597

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F Client agree to reimburse Active for any and all costs, expenses, and fines levied on Active by the Card Brands, our sponsor banks, payment processors, or service providers as a result of Client's use of the Services in violation of this Agreement. Active may reverse Card transactions we deem to violate this Agreement, the Laws, Rules, or Policies, and Client agrees to reimburse Active for any such reversal. Client agrees that Active is entitled to invoke the security interest we have, as set forth in this Agreement and all other rights we have, pursuant to a violation of this Agreement, in order to collect the fines levied against Client, or other losses incurred by Active, as set forth in this Agreement.

12. FRAUDULENT TRANSACTIONS
Client will not present for processing or credit, directly or indirectly, any transaction not originated as a result of a Card transaction directly between Client and a Cardholder or any transaction Client knows or should know to be fraudulent or not authorized by the Cardholder. Client will refer perpetrators of fraudulent transactions, in our discretion, to the appropriate law enforcement agency.

13. MERCHANT SERVICES AGREEMENT
Active may require that you enter into a Merchant Services Agreement if certain Card processing volume thresholds are met by Client's use of the Services. Such threshold is met when Card processing reaches over $1,000,000.00 USD in any one year period. Active will notify you if this occurs. Client's continued use of the Services after we notify you will constitute your agreement to the Merchant Services Agreement. Your acceptance of the Merchant Services Agreement supersedes all previous payment processing agreements with Active and will remain in effect until terminated by both parties. In the event your Card processing volume falls below the $1,000,000.00 processing threshold, the Merchant Services Agreement will continue to remain in effect.

14. CUSTOMER CONTACT
Client authorizes Active to contact Client's customers or their bank if Active determines that such contact is necessary to find out information about any payment transaction between Client and the customer. Also, Client will provide to Active upon our request, contact information for your customers as deemed necessary and reasonable by Active.

15. REFUND CREDITS
Client will issue a credit memorandum, instead of making a cash advance, a disbursement, or a refund on any Card transaction. Active's sponsor bank will debit from the amounts owing you under your Active account for the total face amount of each credit memorandum submitted. Client will not submit a credit relating to any Card transaction not originally submitted to Active, nor will Client submit a credit that exceeds the amount of the original Card transaction. Client will, within the time period specified by applicable law, provide Active with a credit memorandum or credit statement for every return of goods or forgiveness of debt for services that were the subject of a Card transaction.

Exhibit 2 598

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F

16. USE OF TRADEMARKS
Client's use of Card Brand marks will fully comply with the Rules. Client's use of Active's marks must comply with our instructions. Client's right to use Active marks and the Card Brand marks will cease upon termination of this Agreement. The Card Brands are the sole and exclusive owners of their marks. Active is the sole and exclusive owner of all Active marks. Client agrees to not contest the ownership of the marks for any reason. Active may at any time, immediately and without advance notice, prohibit the use any of the trademarks for any reason.

17. INFORMATION SECURITY
Client must keep all systems and media containing account, Cardholder, or transaction information (physical or electronic, including but not limited to account numbers, and card imprints,) in a secure manner, to prevent access by or disclosure to anyone other than your authorized personnel. Client must destroy in a manner that will render the data unreadable all such media that you no longer deem necessary or appropriate to store (except for receipts maintained in accordance with this Agreement, Laws, Rules, and Policies). Further, Client must take all steps reasonably necessary to ensure Cardholder information is not disclosed or otherwise misused. Client may not retain or store magnetic stripe or CVV2, CVC2, or CID data after authorization. Client must notify Active in the event Client uses any agent that will have access to Cardholder data. Card Brand regulations mandate that all agents that access, store, transmit, or process Cardholder data must be registered and comply with the established data security standards of PCI DSS and PA-DSS.

If Client stores Cardholder account numbers, expiration dates, and other personal Cardholder data in a database, Client must follow Card Brand guidelines on securing such data. Client must, at all times, remain in compliance with the PCI DSS and PA-DSS, as applicable, and as mandated by the Card Brands and Active's sponsor bank.

In the event of breach of, intrusion of, compromise of, or otherwise unauthorized access to Cardholder account information which is stored and in the possession of Client or Client's agents, Client must immediately notify Active and provide us with information relating and pertaining to the type, nature, and extent of Cardholder account information which has been compromised. Further, Client must cooperate with Active regarding reasonable requests for information and details regarding the compromise of Cardholder account information. Client will make all reasonable, good faith efforts to remedy and address the cause of said breach, intrusion, compromise, or otherwise unauthorized access to Cardholder account information. Client shall maintain industry "best practices" regarding continuity procedures and systems to ensure security of Cardholder account information in the event of a disruption, disaster, or failure of Client's respective data storage system and/or facility.

18. THIRD PARTY SERVICE PROVIDERS
If Client uses special services or software provided by a third party to assist in processing transactions, including authorizations and settlements, or accounting functions, Client is responsible for ensuring compliance with the requirements of any third party. Active is not responsible for any transaction until the point in time Active receives data about the transaction. Active has relationships with the Card Brands to provide the Services. The Exhibit 2
599

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F Card Brands have the right to enforce any provision of the Card Brand Rules and to prohibit Client and Active from engaging in any conduct that the Card Brands deem could injure or could create a risk of injury to the Card Brands, including injury to reputation, or that could adversely affect the integrity of the interchange system, the Card Brands' Confidential Information as defined in the Rules, or both. Client will not take any action that could interfere with or prevent the exercise of this right by the Card Brands.

19. ADDITIONAL REPRESENTATIONS AND WARRANTIES
In addition to all other warranties provided under this agreement, Client represents and warrants that (a) Client has never been placed on the MasterCard MATCH system or the Combined Terminated Merchant File, and if so, Client has disclosed this to Active and (b) all transactions are bona fide and no transaction involves the use of a Card for any purpose other than the purchase of goods or services from Client and does not involve a Cardholder obtaining cash from Client unless allowed by the Rules and agreed in writing with Active.

20. ADDITIONAL INDEMNIFICATION AND LIMITATION OF LIABILITY In addition to any other indemnity obligations provided under this Agreement, Client also agrees to indemnify and hold harmless Active's sponsor bank for acting in accordance with any instruction from Client or Active regarding Client's use of the Services. Further, Client shall indemnify and hold harmless Active's sponsor banks, the Card Brands, and Active, and all employees, officers, directors, shareholders and agents of Active or Active's sponsor bank from any and all loss, cost, expense, claim, damage, and liability (including attorneys' fees and costs) paid or incurred by any one or more of them, arising from, caused by, or attributable to, any of the following: (1) any Card transaction processed under this Agreement, (2) any breach by Client of this Agreement and those related to any bankruptcy proceeding; (3) willful misconduct, fraud, intentional tort or negligence by Client or that of Client's employees, agents or representatives; (4) theft, embezzlement, or unauthorized use; or (5) action by Active or Active's sponsor bank exercising any right under this Agreement, Laws, Rules, or Policies.

TO THE EXTENT PERMITTED BY APPLICABLE LAW, ACTIVE'S SPONSOR BANK'S

TOTAL AGGREGATE LIABILITY FOR ALL MATTERS ARISING FROM OR RELATED TO THIS AGREEMENT IS LIMITED TO $10,000 U.S. DOLLARS.

21. IRS REPORTING
To comply with RS 1099-K reporting requirements, Active may be required to file a form 1099-K with the U.S. Internal Revenue Service (IRS). Active may collect 28% federal backup withholding upon transaction settlement, on behalf of the IRS, from Client if Client does not supply your legal name, SSN or EIN, or if Client fails to respond to a request from Active to verify the same. All withholdings will be remitted to the IRS as required by law. To avoid potential backup withholdings, Client should notify Active any time there is a change to your SSN, EIN, legal name, or business address, and ensure you respond to any request for verification and record update from Active.

Exhibit 2 600

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F

22. RIGHTS AND REMEDIES CUMULATIVE
The rights conferred upon Active, Active's sponsor banks, and the Card Brands in this Agreement are not intended to be exclusive of each other or of any other rights and remedies Active has under this Agreement, at law, or in equity. Rather, each and every right Active has at law or in equity will be cumulative and concurrent and in addition to every other right.

23. AMENDMENTS
This Agreement and the Policies referenced and incorporated in this Agreement may be amended, modified, or revised at any time without notice. While Active may notify Client as the Agreement or Policies are modified, it is Client's sole responsibility to review and maintain familiarity with the Agreement and Policies, including any changes that may be made to these documents, respectively, from time to time thereto, and Client is bound by any changes. The amendments to this Agreement and/or Policies referenced herein will become effective and binding upon Client immediately. In the event Client does not agree to the aforementioned amendments and do not wish to be bound the terms and conditions thereto, Client shall provide written notice to Active. Notwithstanding the foregoing, changes to fees authorized by this Agreement will be effective upon the giving of notice to Client and any fee increase, change in Rules, or other requirement imposed by Card Brands may be passed on to Client and will be effective upon the giving of notice to Client.

24. AGENCY RELATIONSHIP
Client authorizes Active with respect to the Services to act as Client's agent for the limited purposes of holding, receiving, and disbursing funds on Client's behalf. Client's authorization permits Active to generate an electronic funds transfer to process each payment transaction.

This authorization will continue until this Agreement is terminated. Client agrees that Active's receipt of transaction proceeds satisfies your customers' obligations to Client. Active will remit funds actually received by Active on Client's behalf, less amounts owed to Active, subject to any chargebacks or reserve withheld or applied as per this agreement.

25. SECURITY INTEREST, RESERVE, RECOUPMENT, PERSONAL GUARANTEE Because Active is financially responsible for action taken by you using the Services, we require certain protective measures as outlined below.

This Agreement will constitute a security agreement under the Uniform Commercial Code. You grant to us a security interest in and lien upon: (a) all funds representing amounts owing you under this Agreement at any time in the Member Operating Account, regardless of the source of such funds; (b) all funds at any time in the Reserve Account (as defined below), regardless of the source of such funds; (c) present and future Card transactions; and, (d) any amount which may be due to you under this Agreement, including, without limitation all rights to receive any payments or credits under this Agreement (collectively, the "Secured Assets"). You agree to provide other security to us upon request to secure your obligations under this Agreement. These security interests and liens will secure all of your obligations under this Agreement and any other agreements now existing Exhibit 2 601

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F or later entered into between you us including, but not limited to, your obligation to pay any amounts due and owing to us. We may exercise this security interest without notice or demand of any kind by making an immediate withdrawal or freezing of your Secured Assets. Upon our request, you will execute one or more financing statements or other documents to evidence this security interest. You represent and warrant that no other person or entity has a security interest in the Secured Assets. With respect to such security interests and liens, we will have all rights afforded under the Uniform Commercial Code and any other applicable law and in equity. You must obtain from us written consent prior to granting a security interest of any kind in the Secured Assets to a third party. You agree that this is a contract of recoupment. As such, we are not required to file a motion for relief from a bankruptcy action automatic stay to realize on any of the Secured Assets. Nevertheless, you agree not to contest or object to any motion for relief from the automatic stay filed by us. You authorize us and appoint us your attorney in fact to sign your name to any financing statement used for the perfection of any security interest or lien granted hereunder.

For the purpose of providing a deposit and a source of funds to pay us for amounts owed by you, you shall deposit to an account maintained by us titled to our sponsor banks, initially or at any time in the future, as requested in good faith by us, sums sufficient to satisfy your current and/or future obligations as determined by us ("Reserve Account"). Funds, if any, in the Reserve Account shall remain in the Reserve Account until each of the following has occurred: (a) this Agreement has been terminated; and, (b) you have paid us in full all amounts owing or that could ever be owed under this Agreement, including, without limitation, all outstanding or uncollected amounts and potential chargebacks. Our sponsor banks shall have sole control of the Reserve Account. Our sponsor banks or we may, at any time, require that the amount on deposit in the Reserve Account be increased and shall have sole discretion as to the amount from time to time. In no event shall you be entitled to a return of any sums remaining in the Reserve Account for 270 days following the effective date of termination of this Agreement. We have the right to debit your funds in the Member Operating Account to establish, increase, or maintain funds in the Reserve Account. We may deposit into the Reserve Account funds we would otherwise be obligated to pay you, for the purpose of establishing, increasing, or maintaining the Reserve Account in accordance with this section, if we determine such action is reasonably necessary to protect our interests. You understand and agree that if you are required to establish a Reserve Account, you have an obligation under this Agreement to maintain at all times a balance in the Reserve Account sufficient to protect us against losses resulting from transactions initiated by you. Active may, without notice to Client, apply funds deposited in your Reserve Account against any outstanding amounts you owe us under this Agreement or any other agreement between Client and Active. Also, Active may debit your Reserve Account to exercise our rights under this Agreement to collect any amounts due to us including, without limitation, rights of set-off and recoupment.

Active has the right of recoupment and set-off. This means that Active may offset any outstanding or uncollected amounts owed to us from: (a) any amounts owed to Client and (b) any other amounts Active may owe Client under this Agreement or any other agreement. Client acknowledges that in the event of a bankruptcy proceeding, in order for you to provide adequate protection under Bankruptcy Code § 362 to Active, Client must create or maintain the Reserve Account and Active will have the right to offset against the Reserve Account for any and all obligations which Client may owe to Active, without regard to whether the obligations relate to Card transactions initiated or created before or after the filing of the bankruptcy petition.

Exhibit 2 602

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F

26. DESIGNATION OF DEPOSITORY
The financial institution set forth in Client's application or order form is designated by Client as a depository institution ("Depository") for its card indebtedness hereunder. Such financial institution must be a member of an Automated Clearing House Association. Client authorizes payment for indebtedness purchased hereunder to be made by paying Depository therefore with instructions to credit Client's account(s) with Depository (the "Account(s)").

Active and/or its sponsor banks may charge the Account(s) for any amount due under this Agreement. Active must approve in writing any proposed changes to the Account(s) or to the Depository. Client represents and warrants that: (a) the Client Account(s) will always be in the same legal and DBA (if applicable) name as Client's name on Client's application or order form; (b) Client will own and maintain control of the Account(s) and will keep such Account(s) open at all times during the term and as long as any reserve account is in effect; and, (c) the Account(s) will not be associated with any merchant processing activity that is illegal or prohibited by the Rules or Law, including without limitation merchant processing activity associated with other accounts and/or processors. Client hereby authorizes Depository to release any and all account information to Active as Active may request without any further authorization, approval, or notice from or to Client.

27. DISCOVER PROGRAM MARKS
Merchant is hereby granted a limited non-exclusive, non -transferable license to use Discover brands, emblems, trademarks, and/or logos that identify Discover cards ("Discover Program Marks"). Merchant is prohibited from using the Discover Program Marks other than as expressly authorized in writing by Global Direct. Merchant shall not use the Discover Program Marks other than to display decals, signage, advertising and other forms depicting the Discover Program Marks that are provided to Merchant by Global Direct pursuant to this Card Services Agreement or otherwise approved in advance in writing by Global Direct. Merchant may use the Discover Program Marks only to promote the services covered by the Discover Program Marks by using them on decals, indoor and outdoor signs, advertising materials and marketing materials; provided that all such uses by Merchant must be approved in advance by Global Direct in writing. Merchant shall not use the Discover Program Marks in such a way that customers could believe that the products or services offered by Merchant are sponsored or guaranteed by the owners of the Discover Program Marks. Merchant recognizes that it has no ownership rights in the Discover Program Marks and shall not assign to any third party any of the rights to use the Discover Program Marks.

Exhibit 2 603

DocuSign Envelope ID: A5F05465-AC0B-4BB7-988F-80CC7D32399F

28. Termination
28 (a) Termination without cause. Active or its sponsor bank may terminate this Agreement without cause upon 30 days advance written notice to Client. 28 fb) Termination for cause. Active or its sponsor bank may terminate this Agreement in its sole discretion, effective immediately, upon written notice to Client if Active or its sponsor bank reasonably determines that any of the following conditions exist:

Client has violated any provision of this Agreement.

There is a material adverse change in Client's financial condition, material change in Client's processing activity, processing activity inconsistent with the Merchant Application, or Active or it's sponsor bank determines in its sole discretion that Client's processing activity could result in a loss to Active or Active's sponsor bank.

Exhibit 2 604

2/21/23, 8:38 AM
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LAST UPDATED JULY 8, 2022
Products and Services General Terms
Client's relationship with Active and Client's
use of Active's products and services
(including Client's licensing of Active's SaaS,
Client's use of Services, and/or Client's
purchase or leasing of Hardware) are subject
to the terms and conditions set forth herein
and are between Client and Active.

Capitalized terms are defined in Section 7
below, unless otherwise defined within the
body of this Agreement, the applicable
Product Attachment, or Schedule. In orc,
use the Products, Client must first agree to
Exhibit 3
https://www.activenetwork.com/information/general-terms 605
1/38

2/21/23, 8:38 AM
Products and Services General Terms I ACTIVE Network
Active.com Listing Services
Terms
Consumer Demand
Generation Services Terms
and Conditions
Data Processing Addendum
Digital Marketing Agency
Terms
Endurance, Sports, and
Ticketing Product Terms
Equipment Rental Terms
Gateway API Product
Attachment
JumpForward Camps Product
Terms
JumpForward Product Terms
Marketing Services Terms
Payment Manager Product
Terms
Product and Service Terms
Products and Services
General Terms
Purchase of Goods and
Services
Recreation and Membership
Management Product Terms
TeamPages Product Terms
this Agreement. Client represents and
warrants that Client has the necessary and
full right, power, authority, and capability to
accept this Agreement, to bind Client's
organization, and to perform Client's
obligations hereunder. Client can accept this
Agreement by: (a) clicking to accept or agree
to this Agreement, where this option is made
available to Client by Active in the user
interface for any Product; (b) signing a
document where a link to this Agreement
appears in an order form, Schedule, or other
document provided to Client by Active; (c) by
signing this Agreement, if there is a
designated area to sign; or (d) by actually
using the Products. In the case of (d), Client
understands and agrees that Active will treat
Client's use of the Products as acceptance of
this Agreement from that point onwards.

Client may not use the Products and may not
accept this Agreement if (i) Client is not of
legal age to form a binding contract with
Active, or (ii) Client is a person barred from
receiving the Products under the laws of the
United States or other countries, including the
country in which Client is a resident or from
which Client uses the Products. Client may
not use the Products if Client does not accept
this Agreement. By accepting this
Agreement, Client agrees as follows:

1. AGREEMENT STRUCTURE AND SCOPE.

1.1. General Terms and Incorporation of
Product Terms. This Agreement establishes
the general terms and conditions to which
the parties have agreed to in order to
Exhibit 3
https://www.activenetwork.com/information/general-terms 606
2/38

2/21/23, 8:38 AM
Products and Services General Terms I ACTIVE Network
Third Party Hardware Terms
Timing Equipment Sales and
Lease Agreement Terms
Timing Product Trial Period
Terms
Youth & Education Product
Terms
Other Languages
Aviso De Privacidad
Aviso De Privacidad
Conditions Generates
D'utilisation
Condizioni D'uso
Cookie-Richtlinie
Datenschutzhinweis
Datenschutzhinweis
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Declaration De Confidentialite
Informativa Sulla Privacy
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Nutzungsbedingungen
Data di entrata in vigore:
venerdi 25 maggio 2018
Politique Sur Les Cookies
facilitate the licensing of the Products.

Additional Product -specific terms and
conditions are set forth in one or more
documents referenced in the applicable
Schedule, each of which is incorporated
herein (each, a "Product Attachment"). All
references to the "General Terms" mean this
document, exclusive of Product Attachments
and Schedules.

1.2. Incorporation of Schedules. The parties
may enter into new Schedules from time to
time. Each Schedule incorporates the terms
of these General Terms and the applicable
Product Attachment.

1.3. Incorporation of EULAs. Client's use of
any Third Party Products hereunder may be
subject to, and Client will comply with, this
Agreement and any applicable Third Party
EULA(s).

1.4. Incorporation of Exhibits. Client's use of
any payment processing services hereunder
will be subject to, and Client will comply with,
this Agreement and an applicable Exhibit(s).

1.5. Affiliates. Client's Affiliates may order
Products from Active (or one of Active's
Affiliates) by entering into a Schedule. In the
event that a Client Affiliate enters into a
Schedule with Active (or an Affiliate of Active),
reference in this Agreement to "Client" and
"Active" will mean the respective entity that
accepts (as described in the Preamble) the
applicable Schedule. Each such Schedule will
be deemed to be a separate agreement.

Exhibit 3
https://www.activenetwork.com/information/general-terms 3/38 607

2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network Politica De Cookies
3 fGw�A

2. Fl C # L TE S.

2.1. Fees; Pay ent Ter s; Currency. Fees,
currency, and payment terms are specified in
the applicable Schedule. Unless otherwise
specified in the Schedule, all amounts owed
by Client that are not directly collected by
Active are due from Client within thirty (30)
days from either (a) the end of the
remittance cycle during which the fees
accrued (if related to registrations or
transaction processing), or (b) the date of the
applicable invoice. Past due fees will accrue
interest at the lesser of the annual rate of ten
percent (10%) per annum or the maximum
amount permitted by applicable law. In the
event of any non-payment or delay in paying
a fee, Client agrees to reimburse Active for
any fees and expenses incurred in its
collection efforts. Payment of fees is under no
circumstances subject to, or conditioned
upon, the delivery of future Products or
functionality. Active shall have the right, once
per calendar year, to increase the
subscription fees by two percent (2%) and/or
the transaction fees by four percent (4%) (the
" nnual Fee Increase"), as applicable. In
special circumstances, Active, in its sole
discretion and upon thirty (30) days' written
notice to Client (which may be sent by email),
shall have the right to further increase the
subscription fees and/or transaction fees on
an annual basis by an additional amount
(the " « • itional Increase") provided that the
Annual Fee Increase and the Additional
Increase cumulatively do not exceed five
percent (5%) for subscription fees and/or
Exhibit 3
https://www.activenetwork.com/information/general-terms 4/38 608

2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network twelve and a half percent (12.5%) for
transaction fees.

2.2. itional Pay ent Ter s. If Active
reasonably believes that a transaction by
Client, licensee, or End User, as applicable,
may be fraudulent or otherwise contrary to
law, Active may issue an invoice or offset an
equivalent amount from Client's account or
any payment Active owes to Client and return
the value to the End User (as set forth below)
and if sufficient funds are not available, Client
must reimburse Active on demand. Active will
notify Client of the reason for such offset
provided that it is lawful to do so.

2.3. Cre a it • r s Surchar in • . All fees
described in the applicable Schedule are in
consideration of the Products that Active
provides. Active and Client acknowledge that
certain credit card network rules and laws
prohibit imposing a surcharge that is based
on the type of payment method used (e.g.,
having a different fee for the use of a credit
card vs. debit card), and therefore, each
agrees not to impose such a surcharge on
any End User.

2.4. Taxes. The prices stated in this
Agreement do not include Taxes. Client is
responsible for, and agrees to pay, any and
all required Taxes which may be assessed on
Client's invoices. If Client is tax-exempt, Client
will send Active a copy of its valid tax-exempt
certificate (or, as applicable, its reseller's
certificate) prior to execution of any Schedule.

Client is solely responsible for determining
Exhibit 3 609
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network which, if any, Taxes apply to End Users or
licensees in connection with Client's use of
the Products and for collecting, remitting, and
reporting the correct amounts of all such
Taxes to the applicable governmental
authorities, even if Active provides Client with
tools that assist Client in doing so. In the
event that a governmental authority requires
Active to pay any Taxes attributable to
Client's use of the Products, to the extent not
prohibited by law, to the extent not prohibited
by law, Client agrees to defend, indemnify,
and hold Active harmless from all such Taxes
and all costs and expenses related thereto.

Active reserves the right to modify this section
and apply all required Taxes to this
Agreement upon providing a thirty (30) day
written notice to Client in order to comply with
applicable laws. When Active is acting as the
payment facilitator and Client elects to
include an additional fee in the End Users'
cart that is identified as a "sales tax" or similar
designation, then, no more frequently than
once per calendar year during the Term of
the Agreement, Active may, upon at least five
(5) business days' prior written notice, (a)
require Client to send to Active Client's books
and records related to its sales tax payments,
and/or (b) visit Client's premises during
Client's normal business hours to review
Client's sales tax payments.=

3. L ITE I TS • E S IP;
E IFIC . TI. ; C Fl TI LITY.

3.1. eservation of • • hts. All rights not
expressly granted in this Agreement are
Exhibit 3
https://www.activenetwork.com/information/general-terms 6/38 610

2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network reserved by Active and its licensors. Client
acknowledges that: (a) all Protected
Materials are licensed and not sold; (b) Client
acquires only the right to use the Products in
accordance with this Agreement, and Active
and/or its licensors will retain sole and
exclusive ownership of and all right, title, and
interest in the Products, including the
following: (i) all Intellectual Property
embodied or associated with the Products,
(ii) all deliverables and work product
associated with the Products, and (iii) all
copies and derivative works thereof; and (c)
the Products, including the source and object
codes, logic, and structure, contain and
constitute valuable trade secrets of Active
and its licensors.

3.2. estrictions. Unless otherwise set forth
in a EULA, Product Attachment, or Schedule,
Client will not itself, or through any Affiliate,
employee, consultant, contractor, agent, or
other third party: (a) sell, resell, distribute,
host, lease, rent, license, or sublicense, in
whole or in part, the Protected Materials; (b)
decipher, decompile, disassemble, reverse
assemble, modify, translate, reverse engineer,
or otherwise attempt to derive source code,
algorithms, tags, specifications, architecture,
structure, or other elements of the Products in
whole or in part, for competitive purposes or
otherwise; (c) allow access to, provide,
divulge, or make available the Protected
Materials to any user other than those who
are licensed pursuant to this Agreement to
have such access; (d) write or develop any
derivative works based upon the Products; (e)
Exhibit 3 611
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network Exhibit 3
modify, adapt, translate, or otherwise make
any changes to the Products or any part
thereof; (f) use the Protected Materials to
provide processing services to third parties, or
otherwise use the same on a service bureau
basis; (g) disclose or publish, without Active's
prior written consent, (i) performance or
capacity statistics, or the results of any
benchmark test performed on the Products,
or (ii) the terms (but not the existence) of this
Agreement or other valuable trade secrets of
Active or its licensors; (h) without Active's
prior written consent, perform or disclose or
cause to be performed or disclosed any
information related to any security
penetration or similar tests; (i) disclose or
otherwise use or copy the Protected Materials
except as expressly permitted herein; (j)
remove from any Products identification,
patent, copyright, trademark, or other notices
or circumvent or disable any security devices'
functionality or features; (k) contest or do or
aid others in contesting or doing anything
which impairs the validity of any proprietary
or Intellectual Property rights, title, or interests
of Active in and to any Products; (I) use the
Products for other than authorized and legal
purposes, consistent with this Agreement and
all applicable laws, regulations, and the rights
of others; (m) take any steps to avoid or
defeat the purpose of security measures
associated with the Products, such as sharing
of login and password information, or
attempt to circumvent any use restrictions; or
(n) except as expressly permitted by this
Agreement, use the Protected Materials for
hosting purposes. Further, Client will: (o) not
612
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network use the Products to transmit, publish, or
distribute any material or information: (i) for
which Client does not have all necessary
rights and licenses, including any material or
information that infringes, violates, or
misappropriates the Intellectual Property
rights of any third party; (ii) that contains a
computer virus or other code, files, or
programs designed to disrupt or interfere
with the functioning of the Products; (iii) that
is inaccurate or misleading; (iv) that is or that
may reasonably be perceived as being
harmful, threatening, offensive, obscene, or
otherwise objectionable; (v) that contains a
virus or malicious code; or (vi) that includes
the private information of another without
express permission, including but not limited
to contact information, social security
numbers, credit card numbers or other
information which a reasonable person would
consider private in nature; (p) not attempt to
gain access to any systems or networks that
connect to the Products except for the
express purpose of using the Products for
their intended use; (q) not engage in any
activity that interferes with or disrupts the
Products; and (r) not use the Products in
violation of the CAN-SPAM Act, Canadian
Anti -Spam Legislation, or any other
applicable laws pertaining to unsolicited
email, SMS, text messaging or other electronic
communications.

3.3. Enforce ent. Client will (a) ensure that
all Client users of Products comply with the
terms and conditions of this Agreement; (b)
promptly notify Active of any actual or
Exhibit 3 613
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network suspected violation thereof; and (c)
cooperate with Active with respect to any
investigation and enforcement of this
Agreement.

3.4. ctive In ';e nification. Active agrees
to defend, settle, and pay damages
(including reasonable attorneys' fees)
("Client Losses") relating to any third party
claim, demand, cause of action, or
proceedings (whether threatened, asserted,
or filed) ("Clai (s) ainst Client") against
Client to the extent that such claim is based
upon Active's proprietary Products (excluding
Professional Services and Third Party
Products) directly infringing a United States
patent, registered United States copyright, or
registered United States trademark, provided
that the Products are used in compliance
with this Agreement; provided Client shall (i)
promptly give Active written notice of the
Claim Against Client; provided, however, that
Client's failure to give or delay in giving such
notice to Active shall not relieve Active of any
liability it may have to Client except to the
extent that Active demonstrates that the
defense of such Claim Against Client is
prejudiced thereby, (ii) gives Active sole
control of the defense and settlement of the
Claim Against Client; provided that Active
may not settle any Claim Against Client
without Client's prior written consent unless
such settlement includes a complete and
final release of liability and Client Losses
against Client and does not impose any
obligations on Client, and (iii) gives Active all
reasonable assistance, at Active's expense.

Exhibit 3 614
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network

3.5. Infrin a ent. Active shall have no
liability or obligation under Section 3.4 above
or otherwise to the extent a Claim Against
Client is based upon (i) use of the Products in
combination with software or hardware not
provided by or specified by Active in the
Documentation, if infringement would have
been avoided in the absence of such
combination; (ii) modifications of the
Products made by any individual or entity
other than Active or at Active's written
direction; or (iii) use of the Products by Client
or any User in a manner not expressly
permitted by the Agreement. If Active has
reason to believe that the Products may
infringe or misappropriate any third party
Intellectual Property right or otherwise give
rise to an infringement or misappropriation
Claim Against Client, Active may in its sole
discretion and at no cost to Client (a) modify
the Products so that they no longer infringe or
misappropriate or (b) obtain a license for
Client's continued use of that Products in
accordance with this Agreement. If Active
determines (a) and (b) above are not
reasonably practicable, Active may (x)
terminate Client's subscriptions for the
Products, if applicable, or (y) terminate this
Agreement, if Client is not using the Products
on a subscription basis, upon thirty (30) days'
written notice and Active will refund to Client
any prepaid fees covering the remainder of
the Term (as defined in the applicable
Product Attachment) of the subscription(s).

Active's defense and indemnification
obligations in Section 3.4 above do not apply
Exhibit 3 615
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network to the extent a Claim Against Client arises
from Client's breach of this Agreement.

3. • Client In:;e nification. To the extent
not prohibited by law, Client will defend
Active, and hold Active and its Affiliates and
their respective employees, directors,
successors and permitted assigns harmless,
against any claim, action, regulatory action,
demands, lawsuit or proceedings (whether
threatened, asserted, or filed) made or
brought against Active by a third party to the
extent that such claim is based upon (a) any
actual, alleged or anticipated breach by
Client of this Agreement; (b) injury or death to
a person or damage to property resulting
from the participation in an Event (as defined
in the applicable Product Attachment)
operated by Client in connection with the
Products; (c) Client's provision to Active of
materials, products, or services as part of
Client's obligations hereunder that infringe
the Intellectual Property rights of any third
party provided that such materials, products,
or services are used by Active in accordance
with the Agreement; (d) use or unauthorized
disclosure of Participant Information by Client
or other third parties to whom access is given
to Participant Information as provided
hereunder; (e) Client's use of the Products in
violation of Section 3.2 (Restrictions) of these
General Terms; and/or (f) any claims for
refunds or chargeback requests from End
Users ("Clai (s) ainst ctive"). To the
extent not prohibited by law, Client will
indemnify Active from any damages,
liabilities, losses, expenses, fines, penalties
Exhibit 3 616
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network and/or judgments, attorney fees and costs
finally awarded against Active as a result of,
or for any amounts charged to Active,
recoverable from Active and/or paid by
Active under a Client and court -approved
settlement of, a Claim Against Active (" ctive
Losses"); provided Active (i) promptly gives
Client written notice of the Claim Against
Active; provided, however, that Client shall not
be excused from its indemnification
obligations unless a delay in providing such
notice impairs Client's ability to defend the
Claim Against Active; (ii) gives Client sole
control of the defense and settlement of the
Claim Against Active (except that Client may
not settle any Claim Against Active unless it
unconditionally releases Active of all liability),
and (iii) gives Client all reasonable
assistance, at Client's expense. The above
defense and indemnification obligations do
not apply to the extent a Claim Against Active
arises from Active's breach of this Agreement.

3.7. Sole y. This "Mutual
Indemnification" Section states the
indemnifying party's sole liability to, and the
indemnified party's exclusive remedy against,
the other party for a third party claim that
constitutes either a Claim Against Client or a
Claim Against Active as described in this
Section.

3. . ► efinition of Confi ential Infor ation.

During the Term (as defined in the applicable
Product Attachment) of this Agreement and
for a period of three (3) years after the
expiration of or the termination of this
Exhibit 3
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network Agreement each party acknowledges and
agrees that "Confi•'ential Infor •tion"
means all information disclosed by a party
(" ' isclosin + P # rty") to the other party
(" •eceivin. Party"), whether orally or in
writing, that is designated as confidential or
that reasonably should be understood to be
confidential given the nature of the
information and the circumstances of
disclosure. Confidential Information of Client
includes Client data; Confidential Information
of Active includes the Products; and
Confidential Information of each party, solely
by way of illustration, and not in limitation,
shall include the following information: the
terms and conditions of this Agreement
(including pricing), financial data, plans,
forecasts, Intellectual Property,
methodologies, as well as business and
marketing plans, technology and technical
information, product plans and designs,
Client information, strategic analyses and
business processes, in each instance
disclosed by such Disclosing Party or any of
its Representatives regarding it and its
Affiliates. However, Confidential Information
does not include any information that the
Receiving Party can demonstrate (i) is or
becomes generally known to the public
without breach of any obligation owed to the
Disclosing Party; (ii) was known to the
Receiving Party prior to its disclosure by the
Disclosing Party without breach of any
obligation owed to the Disclosing Party; (iii) is
received from a third party without breach of
any obligation owed to the Disclosing Party;
or (iv) was independently developed by the
Exhibit 3 618
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network Receiving Party without use of or reference to
the Disclosing Party's Confidential
Information, as evidence by prior
documentation or tangible embodiments of
such information

3.... Protection of Conf • ential Infor • tion.

The Receiving Party will use the same degree
of care that it uses to protect the
confidentiality of its own confidential
information of like kind (but not less than
reasonable care) (i) not to use any
Confidential Information of the Disclosing
Party for any purpose outside the scope of
this Agreement, and (ii) except as otherwise
authorized by the Disclosing Party in writing,
to limit access to Confidential Information of
the Disclosing Party to those of its and its
respective Affiliates' employees, officers,
directors, agents, representatives and
contractors, including, legal counsel, tax
advisors and/or accountants who need that
access for purposes consistent with this
Agreement and who have signed
confidentiality agreements with or are
otherwise subject to enforceable obligations
to the Receiving Party that contain
protections no less stringent than those
herein (collectively, " eresentatives").

Neither party will disclose the terms of this
Agreement to any third party other than its
Representatives without the other party's
prior written consent, provided that a party
that makes any such disclosure to its
Representatives will remain responsible for
such Representatives compliance with this
"Confidentiality" Section.

Exhibit 3 619
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network

3.1 •uire ®sclosure. The Receiving Party
may disclose Confidential Information of the
Disclosing Party to the extent compelled by
law to do so, provided the Receiving Party
gives the Disclosing Party prior notice of the
compelled disclosure (to the extent legally
permitted) and reasonable assistance, at the
Disclosing Party's cost, if the Disclosing Party
wishes to contest the disclosure. If the
Receiving Party is compelled by law to
disclose the Disclosing Party's Confidential
Information as part of a civil proceeding to
which the Disclosing Party is a party, and the
Disclosing Party is not contesting the
disclosure, the Disclosing Party will reimburse
the Receiving Party for its reasonable cost of
compiling and providing secure access to
that Confidential Information.

4. • ISC I E S r LI T #,,T
LI LITY.

4.1 EXCEPT AS OTHERWISE SET FORTH HEREIN

AND TO THE EXTENT PERMITTED BY APPLICABLE

LAW, CLIENT ACKNOWLEDGES AND AGREES
THAT THE PRODUCTS ARE PROVIDED ON AN "AS
IS" AND "AS AVAILABLE" BASIS. THE

WARRANTIES, IF ANY, SET FORTH HEREIN AND IN

THE PRODUCT ATTACHMENTS ARE LIMITED TO

THEIR EXPRESS TERMS AND ARE IN LIEU OF, AND

ACTIVE, ITS LICENSORS, AND SUPPLIERS

EXPRESSLY DISCLAIM TO THE MAXIMUM EXTENT

PERMITTED BY LAW, ALL OTHER WARRANTIES,

EXPRESS OR IMPLIED, ORAL OR WRITTEN,
INCLUDING ANY (a) WARRANTY THAT THE
PRODUCTS ARE ERROR -FREE OR "BUG" -FREE,
ACCURATE, SECURE, OR RELIABLE; (b)
Exhibit 3 620
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network

WARRANTY THAT THE PRODUCTS WILL OPERATE
WITHOUT INTERRUPTION; (c) WARRANTY THAT

ALL ERRORS WILL BE CORRECTED OR THAT THE

PRODUCTS WILL COMPLY WITH ANY LAW, RULE,
OR REGULATION; (d) IMPLIED WARRANTIES OF

MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, TITLE, OR NON -INFRINGEMENT; (e)

IMPLIED WARRANTIES ARISING FROM STATUTE,

COURSE OF DEALING, COURSE OF
PERFORMANCE, OR USAGE OF TRADE; AND (f)

WARRANTY THAT THE PRODUCTS WILL MEET
CLIENT'S REQUIREMENTS. ACTIVE WILL NOT BE

LIABLE FOR INDIRECT DAMAGES OR LOSSES (IN

CONTRACT, STATUTE, TORT, OR OTHERWISE),

INCLUDING DAMAGES FOR LOST PROFITS, LOST

SAVINGS, COST OF REPLACEMENT PRODUCTS,

LOST DATA, LOSS OF USE OF INFORMATION OR

PRODUCTS, OR ANY INCIDENTAL,

CONSEQUENTIAL, EXEMPLARY, PUNITIVE, OR

SPECIAL DAMAGES, WHETHER OR NOT ACTIVE

HAS PREVIOUSLY BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES. HOWEVER,

SOME JURISDICTIONS DO NOT ALLOW THE

EXCLUSION OR LIMITATION OF LIABILITY FOR

CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO

THE ABOVE LIMITATION ONLY APPLIES WHERE
ALLOWED. TO THE EXTENT PERMITTED BY

APPLICABLE LAW, ACTIVE'S TOTAL AGGREGATE

LIABILITY FOR ALL MATTERS ARISING FROM OR

RELATED TO THIS AGREEMENT IS LIMITED TO
(I)THE AMOUNT OF FEES ACTUALLY PAID BY

CLIENT AS CONSIDERATION FOR THE SPECIFIC

PRODUCT UNDER THE APPLICABLE SCHEDULE

GIVING RISE TO SUCH CLAIMS DURING THE
TWELVE (12) MONTH PERIOD PRECEDING THE

DATE ON WHICH THE FIRST CAUSE OF ACTION

AROSE LESS ANY AMOUNTS PAID BY ACTIVE
Exhibit 3 621
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2/21/23, 8:38 AM
Products and Services General Terms I ACTIVE Network

WITH RESPECTIVE TO LIABILITIES UNDER THIS

AGREEMENT, OR (II) IF NO SUCH PAYMENTS

HAVE BEEN MADE OR SUCH AMOUNTS CANNOT
BE CALCULATED, 10,000 U.S. DOLLARS (OR THE

EQUIVALENT THERETO AS DETERMINED BY THE

APPLICABLE COUNTRY'S CURRENCY), AS
APPLICABLE. NOTWITHSTANDING THE ABOVE, IF
CLIENT RESIDES OUTSIDE OF THE U.S., THIS DOES

NOT AFFECT ACTIVE'S LIABILITY FOR DEATH OR

PERSONAL INJURY ARISING FROM ITS

NEGLIGENCE, NOR FOR FRAUDULENT

MISREPRESENTATION, MISREPRESENTATION AS

TO A FUNDAMENTAL MATTER, OR ANY OTHER

LIABILITY WHICH CANNOT BE EXCLUDED OR
LIMITED UNDER APPLICABLE LAW.

4.2 TO THE EXTENT THIS AGREEMENT IS

GOVERNED BY ENGLISH LAW, THE FOLLOWING
APPLIES: ACTIVE IS LIABLE UNDER APPLICABLE

STATUTORY PROVISIONS FOR INTENT AND
GROSS NEGLIGENCE. THE SAME APPLIES TO

ASSUMPTIONS OF GUARANTEES, STRICT
LIABILITY, OR INJURY TO LIFE, LIMB, OR HEALTH.

ACTIVE IS LIABLE FOR ANY NEGLIGENT

BREACHES OF ESSENTIAL CONTRACTUAL

OBLIGATIONS BY ACTIVE BUT THE AMOUNT

SHALL BE LIMITED TO THE TYPICALLY OCCURRING
FORESEEABLE DAMAGE. ANY ADDITIONAL
LIABILITY OF ACTIVE IS EXCLUDED.

4.3 TO THE EXTENT THIS AGREEMENT IS

GOVERNED BY AUSTRALIAN LAW, THE
FOLLOWING APPLIES: EXCEPT AS EXPRESSLY

PROVIDED IN THIS AGREEMENT AND EXCEPT FOR

ANY CONDITION OR WARRANTY, THE EXCLUSION

OF WHICH COULD BE VOID OR OTHERWISE
CONTRAVENE THE TRADE PRACTICES ACT 1974
Exhibit 3 622
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network (CTH) OR ANY OTHER APPLICABLE LAW ("
E CLU r LE C • r.ITI • " ), ALL SOFTWARE AND

SERVICES OF ACTIVE ARE PROVIDED TO CLIENT
ON AN "AS -IS" BASIS WITHOUT WARRANTIES OF

ANY KIND, EITHER EXPRESS OR IMPLIED,

INCLUDING, WITHOUT LIMITATION, WARRANTIES

OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE. EXCEPT FOR ANY NON -

EXCLUDABLE CONDITION OR OTHERWISE AS

CONTAINED IN THIS AGREEMENT, ACTIVE

EXPRESSLY DISCLAIMS ANY WARRANTY THAT THE

USE OF ITS SOFTWARE OR SERVICES WILL BE

UNINTERRUPTED OR ERROR FREE OR THAT THE

SPECIFICATIONS WILL MEET CLIENT'S
REQUIREMENTS. WHERE LEGISLATION IMPLIES

INTO THIS AGREEMENT ANY NON -EXCLUDABLE

CONDITION, ACTIVE'S LIABILITY FOR ANY BREACH

OF SUCH NON -EXCLUDABLE CONDITION WILL BE

LIMITED AT ACTIVE'S SOLE DISCRETION TO ONE
OR MORE OF THE FOLLOWING: (1) IN THE CASE

OF GOODS, ANY ONE OR MORE OF THE
FOLLOWING: (I) THE REPLACEMENT OF THE
GOODS OR THE SUPPLY OF EQUIVALENT GOODS;
(II) THE REPAIR OF THE GOODS; (III) THE

PAYMENT OF THE COST OF REPLACING THE
GOODS OR OF ACQUIRING EQUIVALENT GOODS;

OR (IV) THE PAYMENT OF THE COST OF HAVING
THE GOODS REPAIRED; (2) IN THE CASE OF
SERVICES: (I) THE SUPPLYING OF THE SERVICES
AGAIN; OR (II) THE PAYMENT OF THE COST OF
HAVING THE SERVICES SUPPLIED AGAIN. (B)

ACTIVE SHALL NOT BE LIABLE FOR INDIRECT,

INCIDENTAL, CONSEQUENTIAL, OR SPECIAL OR

PUNITIVE DAMAGES INCLUDING WITHOUT

LIMITATION DAMAGES FOR LOST PROFIT, LOSS

OF GOODWILL, WORK STOPPAGE, DATA LOSS,

ANTICIPATED SAVINGS OR COMPUTER FAILURE
Exhibit 3 623
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network

WHETHER IN AN ACTION IN CONTRACT OR TORT,

EVEN IF ACTIVE OR ANY OTHER PERSON HAS

BEEN ADVISED OF THE POSSIBILITY OF SUCH

DAMAGES OR IF SUCH LOSS OUGHT

REASONABLY TO HAVE BEEN IN THE

CONTEMPLATION OF THE PARTIES AT THE
AGREEMENT DATE. DESPITE ANY OTHER

PROVISION CONTAINED IN THIS AGREEMENT,

ACTIVE'S TOTAL AGGREGATE LIABILITY FOR ALL

MATTERS ARISING FROM OR RELATED TO THIS

AGREEMENT IS LIMITED TO THE AMOUNT OF FEES

ACTUALLY PAID BY CLIENT AS CONSIDERATION

FOR THE SOFTWARE AND SERVICES GIVING RISE
TO SUCH CLAIM DURING THE TWELVE (12)

MONTH PERIOD PRECEDING THE DATE ON

WHICH THE CAUSE OF ACTION AROSE LESS ANY

AMOUNTS PAID BY ACTIVE WITH RESPECTIVE TO
LIABILITIES UNDER THIS AGREEMENT.

4.4 FOR THE PURPOSES OF THIS SECTION 4 AND

ANY INDEMNIFICATION PROTECTING ACTIVE

UNDER THIS AGREEMENT, REFERENCE TO ACTIVE

WILL ALSO INCLUDE ITS SUPPLIERS AND
LICENSORS.

5. TE TE i.TI

5.1. Ter . The Term (as defined in the
applicable Product Attachment) for each
Product offered under this Agreement will be
as set forth in the applicable Product
Attachment. This Agreement will continue
until either party terminates all Schedules
and Product Attachment as provided
hereunder.

Exhibit 3
https://www.activenetwork.com/information/general-terms

5.2. Ter ination. Either party may
terminate this Agreement, including any or all
624
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network Product Attachments and Schedules
executed hereunder, immediately upon
written notice: (a) in the event that the other
party commits a non -remediable material
breach of this Agreement and/or the
applicable Product Attachment or Schedule,
or if the other party fails to cure any
remediable material breach or provide a
written plan of cure acceptable to the non -
breaching party within thirty (30) days of
being notified in writing of such breach,
except for breach of Section 2 of these
General Terms which will have a ten (10) day
cure period; or (b) in the event of institution of
bankruptcy, receivership, insolvency,
reorganization, or other similar proceedings
by or against either party under any section
or chapter of the United States Bankruptcy
Code, as amended, or under any similar laws
or statutes of the United States or any state
thereof, if such proceedings have not been
dismissed or discharged within thirty (30)
days after they are instituted; or the
insolvency or making of an assignment for
the benefit of creditors or the admittance by
either party of any involuntary debts as they
mature or the institution of any reorganization
arrangement or other readjustment of debt
plan of either party not involving the United
States Bankruptcy Code. Where a party has
the right to terminate this Agreement, such
party may at its discretion either terminate
the entire Agreement or the applicable
Product Attachment or Schedule; provided
however, that termination of a Product
Attachment will automatically terminate all
Schedules entered into pursuant to such
Exhibit 3 625
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network Product Attachment. Product Attachments
and Schedules that are not terminated will
continue in full force and effect under the
terms ofthis Agreement. Following
termination of this Agreement or a Product
Attachment (for whatever reason), if
requested by Active, Client will certify that it
has returned or destroyed all copies of the
applicable Protected Materials and
acknowledges that its rights to use the same
are relinquished. Except for the refund of
prepaid fees set forth in Section 3.5
(Infringement), as applicable, termination for
any reason will not excuse Client's obligation
to pay in full any and all amounts due, nor will
termination by Active result in a refund of fees
paid.

5.3. Sus+=ension. Active will be entitled to
suspend any or all Products or deactivate
Client's account, including suspending its
performance and obligation to remit
payments hereunder, upon ten (10) days'
written notice to Client in the event Active
reasonably believes that Client is in breach of
this Agreement, Client's use of the Products is
not in compliance with applicable law or the
Agreement, is fraudulent, or is otherwise
suspect, or if there is a dispute as to the legal
authority of a Client -associated party to
perform hereunder. Further, Active, in its sole
discretion, may terminate Client's password,
accounts (or any part thereof), and/or
Client's right to use the Products, and remove
and discard any and all of Client's content
within the Products, at any time for any
reason or no reason, including, without
Exhibit 3 626
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network limitation, for lack of use, failure to timely pay
any fees or other monies due Active, or if
Active believes Client has violated or acted
inconsistently with the letter or sprit of this
Agreement. Client agrees that any
termination of its use of the Products may be
effected without prior notice, and
acknowledges and agrees that Active may
immediately deactivate or delete Client's
account and all related content and files
related to Client's account and/or bar any
further access to such files or Products.

Further, Client agrees that Active shall not be
liable to Client or any third party for any
termination of use of or access to the
Products. All provisions of this Agreement
that by their nature should survive
termination of Client's right to use the
Products shall survive (including, without
limitation, all limitations of liability, releases,
indemnification obligations, disclaimers of
warranties and Intellectual Property
protections and licenses).

6. EE P VS1

1. Force eure. Neither party will incur
any liability to the other party on account of
any loss, claim, damage, or liability to the
extent resulting from any delay or failure to
perform all or any part of this Agreement, if
and to the extent such delay or failure is
caused, in whole or in part, by events,
occurrences, or causes beyond the
reasonable control and without any
negligence on the part of the party seeking
protection under this subsection, including
Exhibit 3 627
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network internet service provider or third party
payment delays or failures, acts of God,
strikes, lockouts, riots, acts of war, terrorism,
earthquake, fire, or explosions. Dates by
which performance obligations are
scheduled to be met will be extended for a
time equal to the time lost due to the delay so
caused.
.2, ss.n ent. Active may assign this
Agreement and any or all of its rights and
obligations herein without Client's approval.

Client may not resell, assign, or transfer any
of its rights or obligations under this
Agreement except as expressly provided
herein, and any attempt to resell, assign, or
transfer such rights or obligations without the
prior written consent of Active will be null and
void.
.3. Chan a of Control. Client will cause
each Schedule hereunder to be assigned to
(a) the purchaser of all or substantially all of
Client's assets or equity securities or (b) to
any successor by way of merger,
consolidation, or other corporate
reorganization of Client ((a) and (b) together,
a "Chan «e of Control"). Client will provide
written notice to Active of any proposed or
completed Change of Control as soon as
permissible and in any event within five (5)
days of the public announcement or close of
the transaction, whichever occurs first. Within
the thirty (30) day period following such
notice, Active will have the right to
immediately terminate each applicable
Schedule if Active determines, in its
Exhibit 3 628
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network reasonable good faith discretion that the
purchaser or assignee is a competitor of
Active or a party with whom Active does not
want to do business. Client agrees to require
that the purchaser or assignee (as outlined in
this Section 6.3) agree, in writing, to be bound
by the terms and conditions of the
Agreement and each applicable Schedule.
.4. Ex ort; nti- i ery. The Products may
include encryption software or other
encryption technologies that may be
controlled for import, transfer, export, or other
purposes under Export Laws. Client may not
export, re-export, transfer, or re -transfer or
assist or facilitate in any manner the export,
re-export, transfer, or re -transfer of, or
provide access to, any portion of the Products
in violation of Export Laws, as determined by
the laws under which Client operates,
including: (a) to any country on Canada's
Area Control List; (b) to any country subject to
U.N. Security Council embargo or action; (c)
contrary to Canada's Export Control List Item
5505; (d) to countries subject to U.S.
economic sanctions and embargoes; and (e)
to persons or entities prohibited from
receiving U.S. exports or U.S.-origin items,
including, to any person or entity appearing
on the Office of Foreign Assets Control's
Specially Designated Nationals and Blocked
Persons List; the Bureau of Industry and
Security's Denied Persons List, Entity List, or
Unverified List; or the Department of State
Debarred List. Client hereby represents and
covenants that: (i) Client is eligible to access
the Products under Export laws and all other
Exhibit 3 629
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network applicable laws; and (ii) Client will import,
export, re-export, transfer, or re -transfer the
Products to, or use or access the Products in,
any country or territory only in accordance
with Export Laws and all other applicable
laws. Furthermore, Client hereby represents
and covenants that, in connection with its
respective activities conducted under this
Agreement, it will comply with the U.S. Foreign
Corrupt Practices Act of 1977, as amended,
the U.K. Bribery Act of 2010, as amended, and
the Convention on Combating Bribery of
Foreign Public Officials and has not, and will
not, make or receive, directly or indirectly, any
payments or gifts, or offers or promises of
payments or gifts or things of value in
exchange for anything that may arise out of
this Agreement in a manner that would
violate these laws and rules or any other
applicable anti -corruption or anti -bribery
laws or regulations.

6.5. otices. Any notices required to be
given under this Agreement will be in writing
sent to the address on file with Active for
Client or, in the case of Active, to the address
set forth in Section 7 of these General Terms
to the attention of Legal Department. Notices
will be deemed received the next day if sent
via overnight mail or courier with
confirmation of receipt, or three (3) days after
deposited in the mail sent certified or
registered.
. elationshi . This Agreement is not
intended to create a partnership, franchise,
joint venture, agency, or a fiduciary or
Exhibit 3
https://www.activenetwork.com/information/general-terms 26/38 630

2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network employment relationship. Neither party may
bind the other party or act in a manner which
expresses or implies a relationship other than
that of independent contractor.
.7. Severa * ility. If any part or provision of
this Agreement is held to be unenforceable,
illegal, or invalid by a court of competent
jurisdiction for any reason whatsoever, (a) the
validity, legality, and enforceability of the
remaining provisions of this Agreement
(including all portions of any provisions
containing any such unenforceable provision
that are not themselves unenforceable) will
not in any way be affected or impaired
thereby, and (b) to the fullest extent possible,
the unenforceable, illegal, or invalid provision
will be deemed modified and replaced by a
provision that approximates the intent and
economic effect of the unenforceable, illegal,
or invalid provision and this Agreement will be
deemed amended accordingly.

6. Survival. The following provisions will
survive any termination, cancellation, or
expiration of this Agreement: Sections 1, 2, 3.2,

3.5, 3.6, 3.7, 3.8, 3.9, 4, 5.2, 6, and 7 of these
General Terms, and such other provisions that
should reasonably survive termination,
cancellation, or expiration hereof.
.9. en ents; o aiver. No
amendment or waiver of any provision of this
Agreement will be effective unless it is in
writing and signed by both parties.

Exhibit 3
.1 . Entire •;ree ent. This Agreement
constitutes the parties' entire agreement
631
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network relating to its subject matter. It cancels and
supersedes all prior or contemporaneous oral
or written communications, agreements,
requests for proposals, proposals, conditions,
representations, and warranties, or other
communication between the parties relating
to its subject matter as well as any prior
contractual agreements between the parties.

All pre-printed terms of any Client purchase
order, business processing document, or on-
line terms will have no effect. There have
been no material representations or
statements by any person or party to this
Agreement as an inducement for a party
hereto to accept this Agreement other than
what is expressly set forth in writing herein.

11. o Thir •' Party = eneficiaries. This
Agreement is for the benefit of the parties
and their successors and permitted assigns,
and does not confer any rights or benefits on
any third party, including any employee of a
party, any client of a party, or any employee
of a client of a party. Notwithstanding the
above, the parties acknowledge that all rights
and benefits afforded to Active under this
Agreement will apply equally to its licensors
and suppliers, and the owner of the Third
Party Products with respect to the Third Party
Products, and such third parties are intended
third party beneficiaries of this Agreement,
with respect to the Third Party Products as
applicable.
.12, overnin; La an•' Venue. Except as
set forth below, this Agreement will be
governed by the laws of the State of Texas,
Exhibit 3
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network without giving effect to the conflict of law
provisions thereof and as applicable under
United States federal law. The parties
irrevocably agree that any legal action or
proceeding relating to this Agreement will be
instituted only in any state or federal court in
Dallas County, Texas. Neither the United
Nations Convention of Contracts for the
International Sale of Goods nor the Uniform
Computer Information Transactions Act will
apply to this Agreement. THE PARTIES HERETO

IRREVOCABLY WAIVE ANY AND ALL RIGHTS TO A

TRIAL BY JURY IN ANY LEGAL PROCEEDING

ARISING OUT OF OR RELATING TO THIS
AGREEMENT. Notwithstanding the above, for
purposes of this Agreement, certain of the
terms and conditions will vary depending on
the location of the Client. If a country or term
is not specified below, then the Governing
Law and Venue set forth above shall apply.

Exhibit 3
If Client's The Thecourts
principal governing having
place of law is: exclusive
business jurisdiction
is in: are:

Canada
633
Province of Province of
British British
Columbia Columbia
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network United England England
Kingdom,
Ireland,
Germany,
France,
orAustria
Singapore Singapore Singapore
New Zealand England England
Singapore Singapore Singapore
Hong Kong
Hong Kong Hong Kong
Australia
New South Sydney, New
Wales South Wales
Switzerland England England
Denmark England England
Netherlands England England
Spain England England
Sweden England England
Exhibit 3
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network Exhibit 3
.13 + . er of Prece •!ence. To the extent any
terms and conditions of these General Terms
conflict with the terms and conditions of any
Product Attachment, the provisions of the
Product Attachment will control. To the extent
any provision of these General Terms or any
Product Attachment conflict with the
provisions of a Third Party EULA, the Third
Party EULA will control. In the event of a
conflict between a Schedule and these
General Terms or the applicable Product
Attachment, the General Terms or the
applicable Product Attachment will control,
provided, however, that such standard
variable terms such as price, quantity, license
scope, payment terms, shipping instructions,
and the like will be specified on each
Schedule. Further, Client agrees and
acknowledges that it shall not itself, or
through any Affiliate, employee, consultant,
contractor, agent, or other third party, amend,
alter, or contract away (or seek to amend,
alter, or contract away) any of its rights,
liabilities, or obligations under this Agreement
through any means (including, but not limited
to, through any waiver, contract, terms, or
communication with End Users (individually
and collectively, "Client Ter s"). Client
agrees and acknowledges that any such
amendment, alteration, or contracting away
of any such liabilities, or obligations under this
Agreement shall be void, and of no force or
effect. Active shall bear no liability or
obligation to any End User under any Client
Terms, and any provision of any Client Terms
that is inconsistent with this Agreement, or
that expressly, implicitly, or effectively
635
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network imputes any liability or obligation upon Active
to any End User or to any other third party
shall be void, and of no force or effect.

6.14 Inter • retation. Any reference to a
statutory provision includes a reference to
any modification or re-enactment of it from
time to time. The headings and pronouns
contained herein are for convenience and
ease of reference only and will not affect the
construction or interpretation of this
Agreement. The word "including" in this
Agreement means "including, without
limitation." All references to days means
calendar days. This Agreement will not be
construed in favor of or against a party based
on the author of the document.
.15 Counter arts. These General Terms
and each Product Attachment, Schedule, and
any exhibits thereto may be executed in one
or more counterparts, each of which will
constitute an enforceable original of this
Agreement, and the parties agree that
electronic or digital signatures, as well as PDF
scanned copies of signatures, will be as
effective and binding as original signatures.

6.16 a e• ies Cu ulative; Injunctive elief.

All rights and remedies provided in this
Agreement are cumulative and not exclusive
of any other rights or remedies that may be
available to the parties, whether provided by
law, equity, statute, in any other agreement
between the parties or otherwise.

Furthermore, in the event of a breach or
threatened breach of the Intellectual Property
Exhibit 3
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network obligations in this Agreement, Active, in
addition to any and all other rights (at law or
in equity) which may be available, will have
the right of injunctive relief and other
appropriate equitable remedies to restrain
any such breach or threatened breach,
without the requirement of posting a bond.

6.17 U.S. overn ent estricte »' i » hts. The
Products are provided with restricted rights.

Use, duplication, or disclosure by the U.S.

Government is subject to restrictions as set
forth in subparagraph (c) of The Rights in
Technical Data and Computer Software
clause at DFARS 252.227-7013, or
subparagraphs (b)(1) and (2) of the
Commercial Computer Software - Restricted
Rights at 48 CFR 52.227-19, as applicable. The
Manufacturer is Active Network, LLC or one of
its Affiliates or subsidiaries.

7. EFI T
".ctive" means Active Network, LLC, or, if
Client's principal place of business is in
Canada, The Active Network, Ltd., together
with their Affiliates, with a principal place of
business at 5850 Granite Parkway, Suite 1200,
Plano, TX 75024.

Exhibit 3
ffiliates" of a designated corporation,
company, partnership, or other entity means
all entities which control, are controlled by, or
are under common control with the named
entity, whether directly or through one or
more intermediaries. For purposes of this
definition "controlled" and "control" mean
ownership of more than 50% of the voting
637
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network capital stock or other interest having voting
rights with respect to the election of the
board of directors or similar governing
authority.
• ree ent" means these General Terms,
together with all Product Attachments and
Schedules accepted by the parties (as
described in the Preamble).
"Client" means the individual who accepts
this Agreement (as described in the
Preamble) and any business entity on behalf
of which such individual accepts this
Agreement.
",• ocu entation" means the user
instructions, release notes, manuals, or on-
line help files in the form generally made
available by Active, regarding the use of the
applicable Products, as updated by Active
from time to time.
"Effective ' ate" means the date of last
signature on page one of this Agreement.
"En• sers" means users who register for,
sign up, or otherwise use the Products in
connection with the Events (as defined in the
applicable Product Attachement).
"Ex ort La s" means export control laws and
regulations of the countries and/or territories
in which Active operates or in which the
Products are used, accessed, or from which
the Products are provided.

Exhibit 3
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network are" means computer hardware,
equipment, and/or utilities supplied by Active
pursuant to a Schedule.
"Intellectual Pro•erty" means any and all
intellectual property and proprietary rights (in
whole or in part) recognized in any country or
jurisdiction in the world, now or hereafter
existing, and whether or not perfected, filed, or
recorded, including inventions, technology,
patent rights (including patent applications,
divisions, and disclosures), copyrights and all
works of authorship (whether or not
copyrightable), moral rights, trade secrets,
trademarks and other indicators of source
(and the goodwill associated therewith),
service marks, trade dress, logos,
methodologies, procedures, processes, know-
how, tools, utilities, techniques, protocols,
various concepts, ideas, methods, models,
templates, software, source code, algorithms,
tools, utilities, the generalized features of the
structure, sequence and organization of
software, user interfaces and screen designs,
layouts, general purpose consulting and
software tools, utilities and routines, and logic,
coherence and methods of operation of
systems, training methodology and materials,
which Active has created, acquired, or
otherwise has rights in, and may, in
connection with the Products or the
performance of Services hereunder, create,
employ, provide, modify, create, acquire, or
otherwise obtain rights in, and in each case
includes any derivative works, alterations, and
other modifications using, incorporating,
based on, or derived from the foregoing.

Exhibit 3 639
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network ainten •.nce Services" means the provision
of Updates and Upgrades related to the SaaS
all as more particularly set out in the
applicable Product Attachment and/or
Schedule.
"Partici •ant Infor ation" means certain
information that Active collects from End
Users, individuals, and/or licensees as part of
the registration process for Events (as defined
in the applicable Product Attachment).
"Prea • e" means the first paragraph of
these General Terms.
"Pro *'ucts" means, collectively, SaaS, Services,
Hardware, and all other services, products, or
materials provided by Active to Client under
the terms of this Agreement.
"Professional Services" means the
implementation, site planning, configuration,
integration, and deployment of the SaaS,
training, project management, or other
consulting services.
"Protecte•' aterials" means Products,
except for Hardware.

Exhibit 3
"SaaS" means (a) the software as a service
which is hosted by Active or its hosting
providers and which is accessed by Client
and its users via the internet; (b) Active's web
sites; and (c) associated services, as more
fully described in the applicable Product
Attachment. SaaS functionality is subject to
change from time to time at Active's sole
discretion.
640
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network "Services" means, collectively, (a)
Professional Services; (b) Maintenance
Services; (c) Support Services; and (d) any
other services set forth in a Schedule.
"Schedule" means the document, schedule,
quote, pricing form, web page, order form, or
similar document and the terms and
conditions contained therein "accepted" (as
described in the Preamble) by the parties
that describes order -specific information,
such as a description of Products ordered,
features, options, license details, and fees.
"Su * • ort Services" means the provision of
technical assistance for SaaS or Hardware as
further described in an applicable Product
Attachment and/or Schedule.
"Taxes" means any and all applicable taxes,
including sales, use, excise, withholding,
assessments, stamp, transfer, value-added,
duties, tariffs, export charges, import charges,
and other taxes or assessments (however
designated) imposed by any foreign, federal,
provincial, state, or local governmental
authority upon or applicable to Products
arising out of this Agreement, other than
those based on Active's net income.
"Thirs Party EUL ' eans the end user
license agreement, if any, that accompanies
the Third Party Products, which governs the
use of or access by Client to the applicable
Third Party Products.
"Thir Party Pro 'ucts" means those
hardware, firmware and/or software
Exhibit 3
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2/21/23, 8:38 AM Products and Services General Terms I ACTIVE Network products, including updates and
enhancements thereto, if any, owned by third
parties, together with all user manuals and
other documents accompanying the delivery
of the Third Party Products.
"U.• ates" means bug fixes, patches, error
corrections, minor releases, or modifications
or revisions that enhance existing
performance of the SaaS that are provided as
part of Maintenance Services. Updates
exclude Upgrades.
"U * • •'es" means a new SaaS release that
contains major functionality enhancements
or improvements; and which is designated by
an incremental increase in the release
number to the left of the decimal point (by
way of example only, release 5.0 designates
an Upgrade from release 4.x). Upgrades
exclude new products, modules or
functionality for which Active generally
charges a separate fee.
"User" means an individual who is authorized
by Client to use the Products and to whom
Client (or Active at Client's request) has
supplied a user identification and password.

Users may include employees, consultants,
contractors and agents of Client, and third
parties with which Client transacts business,
but shall not include Client's End User.

Exhibit 3 642
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2/21/23, 8:41 AM
Recreation and Membership Management Product Terms I ACTIVE Network ACTIVE Network Policies
& Terms
Policies
ACTIVE Copyright and
Trademark Policy
ACTIVE Network Privacy
Notice
ACTIVENet Privacy Notice
Social Media Policy
Terms of Use
Global Payments UK Tax
Strategy
Terms
Active Engagement Platform
Product Terms
Active HY-TEK Services Terms
And Conditions
Active Reserve Product
Attachment
Recreation
and
Membership
Management
Product
Terms
LAST UPDATED MAY 12, 2021
Print
This document is a "Product Attachment" as
defined in the General Terms entered into by
Client and Active and is subject to and
incorporates by reference the provisions of
the General Terms. This Product Attachment
is effective as of the date it is "accepted" (in
accordance with the Preamble to the General
Terms). Any capitalized terms not define
herein have the meaning ascribed to tf•.
the General Terms.

Exhibit 4
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1/11

2/21/23, 8:41 AM
Recreation and Membership Management Product Terms I ACTIVE Network Active.com Listing Services
Terms
Consumer Demand
Generation Services Terms
and Conditions
Data Processing Addendum
Digital Marketing Agency
Terms
Endurance, Sports, and
Ticketing Product Terms
Equipment Rental Terms
Gateway API Product
Attachment
JumpForward Camps Product
Terms
JumpForward Product Terms
Marketing Services Terms
Payment Manager Product
Terms
Product and Service Terms
Products and Services
General Terms
Purchase of Goods and
Services
Recreation and Membership
Management Product Terms
TeamPages Product Terms

1. SERVICES. Active will provide the
Products related to events, camps, licenses,
classes, tickets, contests, permits,
facility/equipment use, transactions, sales,
memberships, reservations, donations,
and/or activities (together, "Events"),
including without limitation access to its
Products. Client agrees to cooperate with
Active and to provide Active with certain
information relating to Client's organization
as necessary for Active to provide the
Products. Products provided hereunder are
deemed delivered when access is made
available to Client.

2. LICENSE TO INTELLECTUAL
PROPERTY/PROMOTION.

2.1. Active hereby grants to Client a limited,
non-exclusive, non -transferable, non-
sublicensable license during the Term of this
Product Attachment (a) to use the Products
for the purposes of offering, promoting,
managing, tracking, and collecting fees in
connection with Client's Event(s) solely in
accordance with the Agreement and the
Schedule, which for purposes hereof will
include the support and maintenance
handbook applicable to the Products
(available for review in the Client portal), as
may be updated from time to time, and (b)
to display, reproduce, distribute, and transmit
in digital form Active's name and logo solely
for the purposes set forth in this Section 2.

Client hereby grants to Active a limited
license to use information provided by Client
relating to Client's organization and Event,
Exhibit 4
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2/11

2/21/23, 8:41 AM Recreation and Membership Management Product Terms I ACTIVE Network Third Party Hardware Terms
Timing Equipment Sales and
Lease Agreement Terms
Timing Product Trial Period
Terms
Youth & Education Product
Terms
Other Languages
Aviso De Privacidad
Aviso De Privacidad
Conditions Generates
D'utilisation
Condizioni D'uso
Cookie-Richtlinie
Datenschutzhinweis
Datenschutzhinweis
Declaration De Confidentialite
Declaration De Confidentialite
Informativa Sulla Privacy
Informativa Sulla Privacy
Nutzungsbedingungen
Data di entrata in vigore:
venerdi 25 maggio 2018
Politique Sur Les Cookies
which may include content regarding the
Event, Client's organization's name,
trademarks, service marks, and logo
(collectively, the "Marks"), in connection with
the promotion of Client's organization or
Events and the Products that Active provides.

2.2. Client will make reasonable efforts to
promote and encourage the use and
availability of the Products in connection with
the promotion of Events. During the Term of
this Product Attachment, Active will be the
sole and exclusive provider of registration
software and other services similar to the
Products provided to Client hereunder for all
of Client's Events for which registration begins
during the Term of this Product Attachment
until the Event occurs. For clarity, if an Event
occurs after this Agreement is terminated,
other than for Active's uncured material
breach, and registration for such Event begins
during the Term of this Agreement, then
Active Products shall be used. Client expressly
understands and agrees that the exclusivity
set forth in this Section 2.2 is consideration in
exchange for the pricing and other benefits
being provided to Client hereunder. Without
limiting the foregoing, Client will not enter into
any agreement, arrangement, or relationship
with any other party that offers online
registration or transaction processing
services similar to the Products provided to
Client hereunder.

2.3. Active may present commerce offers to
users who register for, sign up, or otherwise
use the Products in connection with the
Exhibit 4
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3/11

2/21/23, 8:41 AM Recreation and Membership Management Product Terms I ACTIVE Network Politica De Cookies
3 fGw�A
Events ("En ' sers"). Any such End Users may
opt in to receive information, items, or
promotions/deals from Active or third parties,
in which case, Active or such third party will
be responsible for fulfillment and providing
customer service for any such offers. Client
will not present any competing offers to End
Users.

3. I F • " TI • C LE TI

3.1. Active collects certain information from
End Users, individuals, and/or Licensees as
part of the registration process for Events
(collectively, "Partici •ant Infor ation").

Client may login to Active's data
management system to access the
Participant Information. Client is responsible
for the security of its login information and for
the use or misuse of such information. Client
will immediately disable a user's access who
is using the Products on its behalf or notify
Active in writing if any such user is no longer
authorized or is using such information
without Client's consent. Active may rely,
without independent verification, on such
notice, and Client, inclusive of Client's parent,
subsidiaries, and affiliated entities, as
applicable, and each of their respective
officers, directors, managers, shareholders,
owners, agents, employees, contractors, and
representatives, to the extent not prohibited
by law, covenant not to sue and agree to
defend, indemnify, and hold harmless Active
from any claims arising from Active providing,
denying, suspending, or modifying access to
or use of the Products of any individual as
Exhibit 4
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2/21/23, 8:41 AM Recreation and Membership Management Product Terms I ACTIVE Network directed by Client or by someone who Active
reasonably, under the circumstances,
believes is authorized to act on behalf of
Client. In the event of any dispute between
two or more parties as to account ownership,
Client agrees that Active will be the sole
arbiter of such dispute in its sole discretion
and that Active's decision (which may include
termination or suspension of any account
subject to dispute) will be final and binding
on all parties. Client agrees not to use the
Products to collect or elicit (a) any special
categories of data (as defined in the General
Data Protection Regulation, as may be
amended from time to time), including, but
not limited to, data revealing racial or ethnic
origin, political opinions, religious or other
beliefs, trade -union membership, as well as
personal data concerning health or sexual life
or criminal convictions other than as
expressly directed by Active, and in such
event, only in pre -defined fields within the
Products that are intended for that purpose;
or (b) credit card information other than in
pre -defined fields within the Products that are
intended for that purpose.

3.2. Both parties agree to use the collected
information in compliance with (a) all
applicable laws, rules and regulations,
including, without limitation, those governing
privacy and personal information (e.g., by
including an appropriate CAN-SPAM Act and
Canadian Anti -Spam Legislation opt out
mechanism in email communications) and
the use of credit card data (e.g., using credit
card information only for purposes authorized
Exhibit 4
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2/21/23, 8:41 AM Recreation and Membership Management Product Terms I ACTIVE Network by the cardholder); (b) applicable credit card
network rules and Payment Card Industry
Data Security Standards; and (c) Active's
privacy policy, as published on its website or
otherwise provided by Active from time to
time.

4. FEES.

4.1. Client will pay the fees as more fully
described in the applicable Schedule. Unless
otherwise set forth in the applicable Schedule,
Active will charge registration fees to
individuals who register for the Events or
purchase goods or services online, and will
process and collect such fees as a payment
facilitator according to the card networks. On
a bi-weekly basis, unless otherwise set forth
in the applicable Schedule, Active will pay
Client sums due to Client based on the total
fees collected, net of Active's service fees as
set forth in the applicable Schedule and any
other deductions provided herein. The
applicable currency will be set forth in the
Schedule.

4.2. If applicable, any minimum volume
commitment will be set forth in the applicable
Schedule. The minimum volume calculation
will begin on the date of the first live
operational use of the Products for the
Event(s) (" o -Live ate"). If the Schedule
indicates that Client is paying on a
subscription basis, Client will be invoiced for
the first month of subscription fees upon the
Go -Live Date, with subsequent subscription
fees being invoiced monthly.

Exhibit 4
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2/21/23, 8:41 AM Recreation and Membership Management Product Terms I ACTIVE Network

4.3. If (a) there are any overdue or overage
amounts owed by Client; or (b) there are
returned charges or items, including those
resulting from any error or complaint related
to an Event, Active has the right to charge
fees owed to Active by Client by issuing an
invoice, or by offsetting the deficiency from
any account balance Client maintains with
Active or any payment Active owes Client.

4.4. In the event Client is entering into this
Product Attachment and using the Products
for the benefit of a third -party Event or
organization (" Thir s Party • eci . ient"), Client
agrees that Active can remit amounts directly
to the Third Party Recipient identified by
Client. In addition, Client will cause each Third
Party Recipient to agree to and comply with
provisions that are at least as protective of
Active as Sections 3 and 4 of the General
Terms in Client's agreement with such Third
Party Recipient. Should Client fail to obtain
such agreement to such provisions and the
failure results in costs or damages to Active,
to the extent not prohibited by law, Client
agrees to defend, indemnify, and hold Active
harmless from any such costs and damages,
including, without limitation, reasonable
attorneys' fees. In addition, Client is
responsible and liable for each Third Party
Recipient's compliance with the terms and
conditions of the Agreement.

4.5. It is Client's responsibility to notify End
Users of Client's refund policy. Client must
ensure that Client's refund policies are
consistent with the Agreement. Client agrees
Exhibit 4
https://www.activenetwork.com/information/membership-terms 7/11 649

2/21/23, 8:41 AM Recreation and Membership Management Product Terms I ACTIVE Network that all fees for a given Event are earned by
Client only following either the conclusion or
delivery of the applicable Event (as
applicable) and all amounts ultimately due
to Client will be net of all service fees,
reversals, refunds, disputed charges,
chargebacks and other deductions whether
due to customer complaints, allegations of
fraud, discrepancies related to the applicable
Event or otherwise. No payments will be made
to Client with respect to any Event that is
cancelled. If payments have already been
made by Active to Client for a cancelled Event
or if Active reasonably determines that it is
prudent or otherwise necessary to pay a
refund to or honor a chargeback request
from an End User, Active may issue an invoice
or offset an equivalent amount from Client's
account or payment owed by Active to Client
and return the value to the End User, and if
sufficient funds are not available, Client must
reimburse Active on demand. Active will notify
Client of the reason for such offset provided
that it is lawful to do so.

5. TE
TE' # TI

5.1. Unless otherwise set forth in the
applicable Schedule, this Product Attachment
will commence on the Effective Date and will
continue in effect until the earlier to occur of
(i) its termination in accordance with the
terms and conditions below and (ii) the third
anniversary of the Effective Date (the "Initial
Ter "). This Product Attachment shall renew
automatically following the Initial Term for
subsequent renewal terms thereafter of three
Exhibit 4
https://www.activenetwork.com/information/membership-terms 8/11 650

2/21/23, 8:41 AM Recreation and Membership Management Product Terms I ACTIVE Network (3) years (the •,ene al Ter (s)", and,
together with the Initial Term, the "Ter ")
unless either Party delivers written notice to
the other Party at least 12 months prior to the
expiration of the then -current Term of its
intent to terminate this Product Attachment
upon the completion of the Initial Term or any
Renewal Term. Unless otherwise set forth in
the applicable Schedule, to the extent that
Client enters into a Schedule for additional
Products that are related to or interoperable
with the Products set forth in a previously
entered into Schedule, the Term of such
subsequent Schedule will be concurrent and
coterminous with the Term of the previously
entered into Schedule.

5.2. If Client has entered into a sub -merchant
agreement for payment processing services,
and such agreement is terminated by the
applicable acquiring bank, Active may
terminate this Product Attachment and the
effected Schedule.

6. P T
Client's obligations and all amounts payable
hereunder are contingent upon sufficient
appropriations therefore by Client's
Governing Body. If sufficient appropriations
are not made, Client will notify Active of the
same, and this Agreement will terminate
forthwith. Client represents that it intends to
fulfill its obligations under this Agreement and
reasonably believes that funds in amounts
sufficient to fulfill these obligations lawfully
can and will be appropriated and made
Exhibit 4
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2/21/23, 8:41 AM Recreation and Membership Management Product Terms I ACTIVE Network available for this purpose. In the event funds
are not appropriated in amounts sufficient to
fulfill these obligations, Client shall use its
best efforts to satisfy any requirement for
payment from any other source of funds
legally available for this purpose.

Notwithstanding the foregoing, Client shall
notify Active within ten (10) days of any action
by Client's governing body not to appropriate
funds for payment of Client's obligations
hereunder, and will provide with such notice a
copy of the resolution, minutes or recording of
such action.

7. ISCELL E US.

7.1. Sections 5 and 7 of this Product
Attachment and any fees owed by Client will
survive any termination or expiration of the
Agreement.

7.2. The "Li • ui • ate • ra a• e ount" equals
the "Annual Projected Contract Value" (to the
extent such amount is specified in the
applicable Schedule(s)) times the number of
years in the then -current Term, minus the
amount of revenue already paid to Active
during the then -current Term, net of all
refunds, credit card chargebacks, and all
other deducted amounts. Client agrees that
(a) it will pay Liquidated Damages to Active if
(i) Client breaches its exclusivity obligations
under Section 2.2 of this Product Attachment;
(ii) Active terminates a Schedule and/or the
Agreement in accordance with Section 5.2 of
the General Terms; (iii) Client fails to cause an
assignment as specified in Section 6.2 of the
Exhibit 4
https://www.activenetwork.com/information/membership-terms 10/11 652

2/21/23, 8:41 AM Recreation and Membership Management Product Terms I ACTIVE Network General Terms; and/or (iv) Active terminates
a Schedule and/or the Agreement pursuant
to Section 6.3 of the General Terms; (b) all
Liquidated Damage Amounts set forth in the
Agreement will automatically reset during
each Renewal Term; (c) Active may offset
any Liquidated Damages Amount set forth in
the Agreement from any account balance
Client maintains with Active or any payment
Active owes Client; (d) because of the
difficulty in making a precise determination of
actual damages incurred by Active, the
Liquidated Damage Amount will be assessed,
not as a penalty, but as a reasonable
approximation of costs incurred by Active
and Active's loss of revenue; and (e) that in
any suit or other action or proceeding
involving the assessment or recovery of
liquidated damages, the reasonableness of
the Liquidated Damage Amount will be
presumed and the liquidated damages
assessed will be in addition to every other
remedy now or hereinafter enforceable at
law, in equity, by statute, or under the
Agreement.

Exhibit 4
https://www.activenetwork.com/information/membership-terms 11/11 653

2/21/23, 8:41 AM Third Party Hardware Terms I ACTIVE Network ACTIVE Network Policies
& Terms
Policies
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ACTIVE Network Privacy
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ACTIVENet Privacy Notice
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6 Print
LAST UPDATED OCTOBER 27, 2022
This document is a "Product Attachment" as
defined in the General Terms entered into by
Client and Active and is subject to and
incorporates by reference the provisions of
the General Terms. This Product Attachment
is effective as of the date it is "accepted" (in
accordance with the Preamble to the General
Terms). Any capitalized terms not defined
herein have the meaning ascribed to them in
the General Terms.

Active HY-TEK Services Terms 1. PURCHASE AND SALE; DELIVERY.

And Conditions
Active Reserve Product
Attachment
Exhibit 5

1.1 Active hereby agrees to sell to Client
Client hereby agrees to purchase from A_
the Third Party Products listed in the
654
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2/21/23, 8:41 AM
Third Party Hardware Terms I ACTIVE Network
Active.com Listing Services
Terms
Consumer Demand
Generation Services Terms
and Conditions
Data Processing Addendum
Digital Marketing Agency
Terms
Endurance, Sports, and
Ticketing Product Terms
Equipment Rental Terms
Gateway API Product
Attachment
JumpForward Camps Product
Terms
JumpForward Product Terms
Marketing Services Terms
Payment Manager Product
Terms
Product and Service Terms
Products and Services
General Terms
Purchase of Goods and
Services
Recreation and Membership
Management Product Terms
TeamPages Product Terms
applicable Schedule in the volumes and at
the prices described therein. For purposes of
this Product Attachment, "Third Party
Products" means those hardware, firmware
and/or software products, provided to Active
by third parties, listed in the Schedule,
together with all user manuals and other
documents accompanying the delivery of the
Third Party Products, provided that the Third
Party Products shall not include Products
developed by Active.

1.2 Active will ship all or any part of the Third
Party Products to Client as soon as
reasonably practicable (or, if the below -
described purchase order documentation
does not seek immediate shipping, at the
time Active considers reasonable in order to
meet the desired delivery date described)
after receipt by Active of a purchase order
from Client specifying the particular Third
Party Products sought, the number of such
Third Party Products sought, the price payable
therefore, and the desired date and location
of delivery thereof. Any such purchase order
must, at a minimum, reference quantity,
description and price.

1.3 Following delivery by Client of any
purchase order documentation described in
Section 1.2, no changes by Client to the
shipment schedule described therein will be
permitted unless Active is notified thereof in
writing at least ninety (90) days in advance of
the delivery date sought in such purchase
order documentation.

Exhibit 5
https://www . activenetwork. com/information/third-party-hardware-terms 655
2/7

2/21/23, 8:41 AM
Third Party Hardware Terms I ACTIVE Network
Third Party Hardware Terms
Timing Equipment Sales and
Lease Agreement Terms
Timing Product Trial Period
Terms
Youth & Education Product
Terms
Other Languages
Aviso De Privacidad
Aviso De Privacidad
Conditions Generates
D'utilisation
Condizioni D'uso
Cookie-Richtlinie
Datenschutzhinweis
Datenschutzhinweis
Declaration De Confidentialite
Declaration De Confidentialite
Informativa Sulla Privacy
Informativa Sulla Privacy
Nutzungsbedingungen
Data di entrata in vigore:
venerdi 25 maggio 2018
Politique Sur Les Cookies

1.4 Purchase orders delivered by Client to
Active in respect of Third Party Products are
not binding upon Active until accepted by
Active in writing. In any case, despite any
indication to the contrary contained in any
such purchase order documentation, no
terms or conditions on purchase order
documentation issued by Client, other than
the information required by Active as set forth
expressly in this Agreement, will be binding
upon Active, nor will any such terms or
conditions modify or supplement this
Agreement in any way, notwithstanding the
fact that Active may accept or otherwise
approve such purchase orders. Active
reserves the right to refuse any such
purchase order for any reason not contrary to
this Agreement, including without limitation
pricing differences as described in Section

2.2. 1.5 Client may purchase Third Party Products
in addition to those listed in the Schedule by
issuing additional purchase order
documentation as described herein, provided
that the supply (or non -supply) of such
additional Third Party Products will be subject
to this Agreement as though such additional
Third Party Products had been included in the
Schedule on the date of execution of
Schedule subject to the following: (a) the
price for such additional Third Party Products
is subject to agreement between the parties
each in their own absolute discretion, and (b)
Active shall have the right to discontinue
delivery of such additional Third Party
Products upon at least ninety (90) days
Exhibit 5
https://www.activenetwork.com/information/third-party-hardware-terms 3/7 656

2/21/23, 8:41 AM Third Party Hardware Terms I ACTIVE Network Politica De Cookies
3 fGw�A
written notice to Client without any liability to
Client whatsoever for such discontinuance.

2. C A ESA ' PAY E TS.

2.2 The pricing applicable to Third Party
Products is as set out in the Schedule in the
form finally agreed to by the Parties.

2.2 Client acknowledges that: (a) the prices
described in the Schedule are applicable for
thirty (30) days after the date of execution
hereof, and such prices are based upon
Client taking delivery of the full number of any
particular Third Party Product listed in the
Schedule in a single shipment; and (b) Client
hereby agrees that after the expiry of such
initial thirty (30) day period or, in case of
Client seeking, in a particular shipment,
delivery of less than all of the Third Party
Products of a particular type listed the
Schedule, the actual prices may be higher.

Prior to shipment of any Third Party Products
that would be subject to pricing that differs
from that described in the Schedule, Active
will notify Client of any such different pricing
and Client will accept such different pricing,
as mutually agreed between Client and
Active, in writing.

3. S PP •; T F •' T I r P •'TY P• w UCTS. For
the purpose of isolating support issues and
responsibility in respect of Third Party
Products and their interaction with any
Products, Active will provide initial first -tier
support, to a maximum of fifteen (15) minutes
per support inquiry.

Exhibit 5
https://www.activenetwork.com/information/third-party-hardware-terms 4/7 657

2/21/23, 8:41 AM Third Party Hardware Terms I ACTIVE Network

4. P

P IET Y
TS.

4.1 Client acknowledges that any Third Party
Products supplied by Active hereunder are
supplied by Active as a reseller thereof and
that the Third Party Products are subject to
the Intellectual Property rights of the various
third party developers and/or manufacturers
thereof, as applicable, including without
limitation copyright, trade secret, trademark,
and patent rights. Client will maintain in
confidence and not use or disclose any and
all confidential business or technical
information connected with any Third Party
Product except as specifically permitted by a
party having legal control of such rights, and
Client will defend or settle any claim made or
any suit or proceeding brought against Active
insofar as such claim, suit, or proceeding is
based on an allegation that any Third Party
Product provided to Client hereunder has
been installed, used, or otherwise treated by
Client or any client or customer of Client in
violation of the proprietary rights of any third
party or on an allegation that Client or any
client or customer of Client has disclosed or
used any confidential business or technical
information connected with any Third Party
Product, provided that Active will notify Client
in writing promptly after the claim, suit, or
proceeding is known to Active and will give
Client such information and assistance as is
reasonable in the circumstances. Client will
have sole authority to defend or settle any
such claim at Client's expense. To the extent
not prohibited by law, Client will indemnify
and hold Active harmless from and against
Exhibit 5 658
https://www.activenetwork.com/information/third-party-hardware-terms 5/7

2/21/23, 8:41 AM Third Party Hardware Terms I ACTIVE Network any and all such claims and will pay all
damages and costs finally agreed to be paid
in settlement of such claim, suit or
proceeding.

4.2 Client acknowledges that the possession,
installation and use of all Third Party Products
which are software shall be governed by the
terms of the software license(s) of the
persons other than Active who possess the
rights to control such possession, installation
and use.

TY.

5.1 Active warrants to Client that Active has
the right to deliver the Third Party Products
subject to any documentation
accompanying such Third Party Products at
the time of delivery and/or any licensing
mechanisms, physical, electronic or
otherwise, included in any Third Party
Products that are software.

Exhibit 5

5.2 Third Party Products are warranted by the
manufacturers, suppliers or licensors thereof
in accordance with the warranty statements
accompanying delivery of the Third Party
Products, and Client agrees that Client will
rely solely on such Third Party Product
warranties. Client agrees not to make a claim
against Active on account of any warranty,
express or implied, which may apply to any
Third Party Product. If Client notifies Active of
a defect or nonconformity within thirty (30)
days of the date of delivery of such Third
Party Product, Active will assist Client in
troubleshooting such Third Party Product in
659
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2/21/23, 8:41 AM Third Party Hardware Terms I ACTIVE Network accordance with Section 3. If such defect or
nonconformity cannot be remedied during
such troubleshooting and such Third Party
Product is still under the Third Party Product
warranty, Active shall contact the applicable
manufacturer, supplier or licensor of such
Third Party Product to coordinate any returns
or refunds. If a notice of a defect or
nonconformity is received by Active from
Client of the defect or nonconformity
following the initial the thirty -day (30) period,
Active's sole obligation and liability will be to
provide support in accordance with Section 3.

Returns and refunds are at the sole discretion
of the applicable manufacturer, supplier or
licensor.

Exhibit 5 660
https://www.activenetwork.com/information/third-party-hardware-terms 7/7

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

AGENDA REPORT
Item 11.

TO:

FROM:

BY:

SUBJECT:

DATE:

Honorable Mayor and City Council Members
Michael O'Kelly, City Manager
Daisy Gomez, City Clerk

LOCAL COMMISSIONS APPOINTMENT LIST
February 27, 2023
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 BeII 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.

CONCLUSION:

After an appointment is made, Commission members will receive their Oath of Office before beginning 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 trainings for AB 1234 and AB 1661.

FISCAL IMPACT:

No fiscal impact.

ATTACHMENTS:

Exhibit 1 - Commissioner Roster
Exhibit 2 - Notice of Vacancies
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 661

CITY OF BELL GARDENS

ROSTER OF CITY COMMISSIONS
Updated: 1/10/2023
NAME

APPOINTED BY

APPOINTMENT DATE
Miguel Flores
Chavez
3/22/2021
Kristina Paulo
Barcena
1/9/2023
Oscar Boado
Cortez
1/9/2023
Gustavo Mendez
De Leon Sanchez
1/9/2023
VACANT
Pulido
Miguel De La Rosa
Chavez
1/11/2021.

Armando Barcena
Barcena
1/9/2023
Alexander Villalobos
Cortez
1/9/2023
Gabriela Gomez
De Leon Sanchez
1/9/2023
Tony Rivera
Pulido
1/11/2021.

Tiara Solorzano
Chavez
1/25/2021
Isabel Duron
Barcena
1/9/2023
Carmen Vargas
Cortez
1/9/2023
Cecilia Diaz -Jimenez
De Leon Sanchez
1/23/2023
VACANT
Pulido
Diana Rivera
Chavez
1/9/2023
Ana Maria Sanchez Flores
Barcena
1/9/2023
Tiffany Quintero -Maldonado
Cortez
1/9/2023
Stephanie Perez
De Leon Sanchez
1/23/2023
VACANT
Pulido
Carlos Jose Barrera
Chavez
1/11/2021
David Heredia
Barcena
1/9/2023
Raul Velasco
Cortez
1/9/2023
Hugo Alvarado
De Leon Sanchez
1/9/2023
Jayson Gavilanes
Pulido
1/11/2021
Exhibit 1
662

City of Bell Gardens

NOTICE OF COMMISSION

VACANCIES
The City Council is seeking applications for the following vacancies:

NAME

APPOINTED
BY

NOTICE I APPOINTMENT DATE
POSTED

EDUCATION COMMISSION
Kristina Paulo
Oscar Boado
Miguel Flores
VACANT
Gustavo Mendez
Barcena
Cortez
Chavez
Pulido
Sanchez
1119/2023
1/19/2023
3/23/2021
1 /19/202
1/09/2023
1/09/2023
3/22/2021
1/09/2023
Armando Barcena
Alexander Villalobos
Miguel De La Rosa
Tony Rivera
Gabriela Gomez

PLANNING COMMISSION
Barcena
Cortez
Chavez
Pulido
Sanchez
1/19/2023
1/19/2023
1/11/2021
1/11/2021
1/19/2023
1/09/2023
1/09/2023
1/11/2021
1/11/2021
1/09/2023

RECREATION, CULTURAL AND YOUTH COMMISSION
Isabel Duron
Carmen Vargas
Tiara Solorzano
VACANT
Cecilia Diaz -Jimenez
Barcena 1/19/2023 1/09/2023
Cortez 111912023 1/09/2023
Chavez 1/25/2021 1/25/2021
Pulido
Sanchez 1/19/2023
1/23/2023

SENIOR CITIZEN COMMISSION
Ana M Sanchez Flores Barcena 1/19/2023
Tiffany Quintero -Maldonado Cortez 1/19/2023
Diana Rivera Chavez 1/19/2023
VACANT Pulido
Jacob Palicuin Hernandez Sanchez 1/19/2023
1/09/2023
1/09/2023
1/09/2023
1/09/2023

TRAFFIC AND SAFETY COMMISSION
David Heredia
Raul Velasco
Carlos Jose Barrera
Jayson Gavilanes
Hu Alvarado
Barcena 1/19/2023
Cortez 1/19/2023
Chavez 1/11/2021
Pulido 1/11/2021
Sanchez 1/19/2023
1/09/2023
1/09/2023
1/11/2021
1/11/2021
1/09/2023
Applicants must be residents of the City. No person previously convicted of a felony in this state or elsewhere shall be permitted to serve on any City Commission. Before assuming the duties of a commissioner, each person appointed shall take and file with the city clerk the same constitutional oath of office required of members of the city council. 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) Applications may be obtained from 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.

Please call the City Clerk's Office at (562) 806-7705 for more information.

Daisy Gomez Nt
City Clerk
Updated: 2/2/2023
Exhibit 2 663

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

AGENDA REPORT
Item 12.

TO:

FROM:

BY:

SUBJECT:

DATE:

Honorable Mayor and City Council Members
Michael B. O'Kelly, City Manager
Elizabeth Nava, Director of Recreation and Community Services KOUNKUEY DESIGN INITIATIVE (KDI) PROP 1 GRANT PROJECT UPDATE February 27, 2023
RECOMMENDATION:

It is staff's recommendation that the City Council receive and file the KDI Prop 1 Grant Project update.

BACKGROUND/DISCUSSION:

Kounkuey Design Initiative (KDI) is a design firm that has assisted the Recreation and Community Services Department with applying for multiple grants, some of which have been awarded to the City, like the State Proposition 68 Grant to renovate Veterans Park. After their success with the Prop 68 grant, KDI met with staff about reimagining the golf course. This conversation was started because at the time, the Golf Course Operation and Maintenance Budget exceeded the amount of revenue being brought in from golfers.

In August 2021 KDI submitted an application to the State Rivers and Mountains Conservancy Department, and awarded $200,000 in Proposition 1 Grant funding for the "Bell Gardens Recovery Project at the Bell Gardens Golf Course". Proposition 1 provides funding for agencies to create built environments that contribute to a healthy watershed with such amenities as drought tolerant planting, native California plangent and nature -based stormwater features.

KD I developed a plan for the funding they received which included the following steps:

1. Survey residents and stakeholders about reimagining the Golf Course into a public green space.

2. Take the input of the survey and create a vision plan for the green space.

3. Develop a concept design narrative and cost estimate to be used for applying for and securing future funding opportunities. (This grant does not pay for project construction, it is strictly used for information gathering and planning purposes).

4. Line up funding to implement the vision plan and involve the community in short-term activations such as tree planting or native plant management trainings.

PROJECT STATUS AND NEXT STEPS:

To date, KDI has hosted a few community workshops explaining their project and have surveyed residents an stakeholders. They will share their results with the community and will host workshops to develop a vision plan.

CONCLUSION:

Staff will continue to keep Council informed of KDI's progress with their project. 664

FISCAL IMPACT:

The continued outreach and vision plan development by KDI is not funded by the City in any way, so there is no fiscal impact.

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 665

CITY OF BELL GARDENS

OFFICE OF THE CITY MANAGER

AGENDA REPORT
Item 13.

TO: Honorable Mayor and City Council Members
FROM: Michael B. O'Kelly, City Manager
BY: Grissel Chavez, Director of Public Works
SUBJECT: APPROVAL OF THE FIRST AMENDMENT TO CONTRACT WITH ALL CITY

MANAGEMENT SERVICES FORADDITIONAL CROSSING GUARD SERVICES DATE: February 27, 2023
RECOMMENDATION:

It is staff's recommendation that the City Council by motion; 1) Approve the attached Resolution and authorize a First Amendment to the contract with All City Management Services for eight additional crossing guard locations; and 2 ) Approve an appropriation of $68,382 from the General Fund for the additional crossing guard service for the remainder of the 2022-23 school year.

BACKGROUND/DISCUSSION:

Through its existing contract with All City Management Services (ACMS), the City of Bell Gardens provides crossing guard services to the seven (7) below locations during the school year, including summer school.

Clara St./ Garfield Ave. (NW)
Florence Ave./ Ira Ave. (SE)
Jaboneria Rd./ Live Oak St. (SE)
Jaboneria Rd./ Quinn St. (SW)
Consideration of Additional Crossing Guards:

Emil Ave./ Suva St. (SE -am) (SW -pm)
Jaboneria Rd./ Clara St. (NW)
Jaboneria Rd./ Loveland St. (NW)
On November 14, 2022, staff presented the below eight locations, in priority order, for City Council consideration to add crossing guard services. These locations are recommended by the Bell Gardens Police Traffic/Patrol Officers and CSO's to enhance the safety of the students, parents, residents, and the motoring public.

1. Gage AveiJaboneria Rd. intersection: This location will assist all pedestrian traffic and motoring traffic with Bell Gardens High School and Cesar Chavez Elementary.

2. Eastern Ave./Jaboneria Rd. intersection: This location will assist all pedestrian traffic and motoring traffic with Bell Gardens Elementary, Bell Gardens Intermediate, and Bell Gardens High School.

3. Jaboneria Rd./Priory St. intersection: This location will assist all pedestrian traffic and motoring traffic with Bell Gardens Intermediate, Bell Gardens High, and Bell Gardens Elementary.

4. Live Oak St./Purdy Ave. stop sign/intersection: This location will assist all pedestrian traffic and motoring traffic with Bell Gardens intermediate.
666

5. Gage Ave./Colmar Ave. intersection: This location will assist all pedestrian traffic and motoring traffic with Bell Gardens High School and Cesar Chavez Elementary.

6. Jaboneria Rd./Agra St. intersection: This location will assist all pedestrian traffic and motoring traffic with Bell Gardens High School.

7. Colmar Ave./Agra St. intersection: This location will assist all pedestrian traffic and motoring traffic with Bell Gardens High School.

8. Gage Ave./Darwell St. intersection: This location will assist all pedestrian traffic and motoring traffic with Bell Gardens High School and Cesar Chavez Elementary.

At its November 14, 2022 Council meeting, the City Council directed staff to request funding from the Montebello Unified School District to pay for the additional crossing guard locations. Staff discussed the request with the School District whom advised that they do not have funding for crossing guards at this time. Staff will continue to work with the School District to determine if they may help cover the cost of these services for the next school year.

The proposed First Amendment to the contract with All City Management Services is attached for Council consideration for the deployment of crossing guards at the eight additional recommended locations. ACMS has advised that crossing guard services could begin in early March and cover the remainder of the current school year through summer school. The term and all other conditions of the agreement remain unchanged.

CONCLUSION:

Additional crossing guards could be deployed upon the City Council's approval of the proposed First Amendment to the existing contract with ACMS and with the appropriation of additional funds.

FISCAL IMPACT:

The City pays approximately $128,000 annually for crossing guard services for the seven existing locations.

An appropriation of $68,382 from the General fund is needed for the additional eight crossing guard locations to begin service from March 2023 to July 25, 2023 (includes summer school).

For the 2023-24 school year, the expected annual cost for the eight new crossing guard locations is $176,383. If approved, this expenditure will be included in the upcoming FY 2023-24 Public Works budget. Additionally, staff will continue to seek funding from the school district to assist with these additional costs.

ATTACHMENTS:

Exhibit 1 - Resolution 2023-15
Exhibit 2 - First Amendment and exhibits
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 667

RESOLUTION NO. 2023-15

A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF BELL

GARDENS, CALIFORNIA, APPROVING A FIRST AMENDMENT TO THE

CONTRACT SERVICES AGREEMENT BY AND BETWEEN THE CITY OF

BELL GARDENS AND ALL CITY MANAGEMENT SERVICES FOR

CROSSING GUARD SERVICES
WHEREAS, on June 14, 2021, the City of BeII Gardens and All City Management Services executed and entered into a Contract for crossing guard services; and WHEREAS, the City of BeII Gardens and All City Management Services wish to modify the terms of the Contract to add an additional eight (8) crossing guard services locations and revise the compensation.

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

SECTION 1. The City Council of the City of BeII Gardens hereby finds that the above recitals are true and correct and incorporated them herein by this reference.

SECTION 2. Based upon the above recitals, the staff report accompanying this Resolution, and such other oral and written evidence, the BeII Gardens City Council hereby approves the First Amendment to the Contract Services Agreement with All City Management Services.

SECTION 3. The City Council further authorizes and directs the City Manager to execute the First Amendment, along with all exhibits and other ancillary documents necessary to effectuate the intent and objectives of the First Amendment and 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.
[Signatures on the following page]
Exhibit 1 668

Resolution No. 2023-15
PASSED, APPROVED and ADOPTED this 27th day of February, 2023.

THE CITY OF BELL GARDENS
Alejandra Cortez, Mayor
APPROVED AS TO FORM: ATTEST:

Stephanie Vasquez
City Attorney
Daisy Gomez
City Clerk
Exhibit 1

2023

FIRST AMENDMENT TO CONTRACT SERVICES AGREEMENT
(Contractor: All City Management Services
(Nature of Engagement: Crossing Guard Services)
THIS FIRST AMENDMENT (hereinafter, "First Amendment") to that certain agreement entitled "Contract Services Agreement" and dated June 14, 2021 (hereinafter, the "Master Agreement"), is hereby made and entered into this day of , 2023 (hereinafter, "Effective Date") by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and ALL CITY MANAGEMENT SERVICES (hereinafter, "CONTRACTOR"). For purposes of this First Amendment, the capitalized term "Parties" shall be a collective reference to both CITY and CONTRACTOR. The capitalized term "Party" may refer to either CITY or CONTRACTOR, interchangeably as appropriate.

RECITALS
This First Amendment is made and entered into with respect to the following facts:

WHEREAS, on June 14, 2021, the Parties executed and entered into the Master Agreement for crossing guard services; and
WHEREAS, the Master Agreement is attached and incorporated hereto as Exhibit "A"; and
WHEREAS, the Parties wish to modify the terms of the Contract to add an additional eight (8) locations for crossing guard services locations and revise the compensation; and
WHEREAS, the additional services to be performed by CONTRACTOR are set forth and more particularly described in CONTRACTOR's February 8, 2023 "AII City Management Services Cost Proposal" (hereinafter, the "FEBRUARY 2023 CONTRACTOR'S SUPPLEMENTAL SERVICES") which is attached and incorporated hereto as Exhibit "B".

NOW, THEREFORE, in consideration of the mutual agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, and intending to be legally bound hereby, the Parties agree as follows:

SECTION 1. Section 1. (Description of the Work) is hereby modified to include the additional services as forth in the FEBRUARY 2023 CONTRACTOR'S SUPPLEMENTAL SERVICES, which is attached and incorporated hereto as Exhibit "B".

SECTION 2. Section 4. (Compensation) of the Agreement is hereby amended to increase the Year 2 Not -to -Exceed Sum of One Hundred Twenty -Seven Thousand Three Hundred Sixty -One Dollars ($127,361) by Sixty -Eight Thousand Three Hundred Eighty -One Dollars ($68,381) for a new Year 2 Not -to -Exceed Sum of One Hundred Ninety -Five Thousand Seven Hundred Forty -Two Dollars (195,742) and for Year 3, the Not -to -Exceed Sum of One Hundred Thirty Seven Thousand Four Exhibit 2
1 670

Hundred Forty -One Dollars ($137,441) shall be increased by One Hundred Seventy - Six Thousand Three Hundred Eighty -Three Dollars ($176,383) for a new Year 3 Not - to -Exceed Sum of Three Hundred Thirteen Thousand Eight Hundred Twenty -Four Dollars ($313,824) to allow for the additional services contemplated under the Master Agreement and First Amendment.

SECTION 3. Except as otherwise set forth in this First Amendment, the Master Agreement shall remain binding, controlling, and in full force and effect. Section 22 of the Master Agreement notwithstanding, this First Amendment, together with the Master Agreement, shall constitute the entire, complete, final, and exclusive expression of the Parties with respect to the matters addressed in both documents.

SECTION 4. The provisions of this First Amendment shall be deemed a part of the Master Agreement and except, as otherwise provided under this First Amendment, the Master Agreement and all provisions contained therein shall remain binding and enforceable. In the event of any conflict or inconsistency between the provisions of this First Amendment and the provisions of the Master Agreement, the provisions of this First Amendment shall control, but only in so far as such provisions conflict with the Master Agreement and no further.
(SIGNATURES ON NEXT PAGE)
2 Exhibit 2 671

IN WITNESS WHEREOF, the Parties hereto have caused this First Amendment to be executed on the day and year first appearing above.

CITY: CONTRACTOR:

CITY OF BELL GARDENS ALL CITY MANAGEMENT SERVICES
By: By:

Michael B. O'Kelly, City Manager
Date:

APPROVED AS TO FORM:

By:

Stephanie Vasquez, City Attorney
Date:

Name:

Title: _
Date:
3 Exhibit 2 672

EXHIBIT "A"

MASTER AGREEMENT
4 Exhibit 2 673

2021

CONTRACT SERVICES AGREEMENT
(Contractor: All City Management Services)
(Nature of Engagement: Crossing Guard Services)
THIS CONTRACT SERVICES AGREEMENT (hereinafter, "Agreement") is made and entered into this June 14, 2021 by and between the CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and All City Management Services (hereinafter, "CONTRACTOR"). For the purposes of this Agreement, CITY and CONTRACTOR may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to CITY or CONTRACTOR 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 Crossing Guard Services; and
WHEREAS, CITY staff has determined that CONTRACTOR possess the skills, experience and expertise required to competently provide the services and tasks contemplated under this Agreement; and
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONTRACTOR agree as follows:

Section 1. Description of the Work.

A. Subject to the terms and conditions of this Agreement, CONTRACTOR agrees to provide CITY Crossing Guard Services. The various tasks and related services to be performed by CONTRACTOR are more specifically described in the "CITY's Request for Proposal for Crossing Guard Services" (hereinafter the "CITY RFP") dated October 8, 2020 and the written proposal of CONTRACTOR entitled "A Proposal for the City of Bell Gardens Public Works Department Crossing Guard Services" (hereinafter, the "CONTRACTOR PROPOSAL") dated October 29, 2020. The CITY RFP and the CONTRACTOR PROPOSAL are attached and incorporated hereto as Exhibits "A" and "B" respectively. The term "Scope of Work" shall be a collective reference to the CITY RFP and the CONTRACTOR PROPOSAL. The capitalized term 'Work" shall be a collective reference to all the various services and tasks referenced in the Scope of Work. In the event of any conflict or inconsistency between the provisions of the document entitled CITY RFP and the provisions of the document entitled CONTRACTOR PROPOSAL, the requirements of the document entitled CITY RFP shall govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

Exhibit 2 674

B. CONTRACTOR shall provide all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the Work. CONTRACTOR shall perform the Work in accordance with the terms and conditions of this Agreement and in accordance with such other written or verbal directives as may be issued by CITY.

C. By executing this Agreement, CONTRACTOR warrants that CONTRACTOR: (i) has thoroughly investigated and considered the nature of the work, services and tasks to be performed under this Agreement; (ii) has carefully considered how the Work should be performed; and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. Should the CONTRACTOR discover any latent or unknown conditions which will materially affect the performance of the services hereunder, CONTRACTOR shall immediately inform the CITY of such fact and shall not proceed, except at CONTRACTOR's risk until written instructions are received from the City Representative as defined herein.

D. In the event CONTRACTOR ceases to perform the Work agreed to under this Agreement or otherwise abandons any undertaking contemplated herein prior to completion and acceptance of the Work, CONTRACTOR shall deliver to CITY immediately and without delay, al! materials, records and other work product prepared or obtained by CONTRACTOR in the performance of this Agreement.

Furthermore, CONTRACTOR shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONTRACTOR's cessation or abandonment.

Section 2. Term.

A. This Agreement shall have a term of three (3) years (hereinafter, the "Term") commencing from the date the Agreement is fully executed by all Parties (hereinafter, "Effective Date"). Agreement may be extended by the CITY subject to its same terms and conditions for a maximum of two (2) additional one-year extension terms, provided the CITY issues written notice of its intent to extend the Term of the Agreement prior to the expiration of the initial Term.

B. Nothing in this Section shall operate to prohibit or otherwise restrict the CITY's ability to terminate this Agreement at any time for convenience or for cause.

C. CONTRACTOR shall perform the Work continuously and with due diligence.

CONTRACTOR shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors or agents.

D. CONTRACTOR shall not claim or be entitled to receive any compensation or damage because of the failure of CONTRACTOR, or its subcontractors, to have related services or tasks completed in a timely manner.

E. CONTRACTOR shall at all times enforce strict discipline and good order among CONSULTANT's employees.
2 Exhibit 2 675

F. CONTRACTOR, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

G. CONTRACTOR shall complete the services within the term of this Agreement, and shall meet any other established schedules and deadlines.

Section 3. Prosecution of Work.

A. CONTRACTOR shall perform the Work contemplated under this Agreement on an as -needed, as requested basis. Nothing in this Agreement shall be construed to grant CONTRACTOR the exclusive right to perform any of the types of services or tasks contemplated under this Agreement nor shall anything in this Agreement be construed to entitle CONTRACTOR to the receipt of any sums under this Agreement, except to the extent CITY requests the performance of any Work in the manner described below and such Work is in fact performed and completed by CONTRACTOR and accepted by CITY.

B. Time is of the essence in the performance of Work under this Agreement, and in the absence of a specific schedule or other instructions from the City Representative, CONTRACTOR shall begin and complete performance of the Work to completion in a timely and a diligently manner as possible.

Section 4. Compensation.

A. CONTRACTOR shall perform all the Work in accordance with the rates set forth in CONTRACTOR's October 29, 2020 quote, which is attached and incorporated to the CONTRACTOR PROPOSAL.

B. CONTRACTOR's total compensation during the Term of this Agreement shall not exceed the annual sum of One Hundred Seventeen Thousand Five Hundred Thirty Three Dollars ($117,533) for Year 1, One Hundred Twenty Seven Thousand Three Hundred Sixty One Dollars ($127,361) for Year 2, and One Hundred Thirty Seven Thousand Four Hundred Forty One Dollars ($137,441) for Year 3 (hereinafter, the "Not -to -Exceed Sums"). CONTRACTOR further agrees that the Not -to -Exceed Sums are inclusive of compensation for all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the Work.

CONTRACTOR shall have no right or entitlement to any overage contingency sums authorized by the City Council as part of the approval of this Agreement, unless the City Representative authorizes the expenditure of such overage contingency funds in writing in the City Representative's sole and absolute discretion.

C. The Not -to -Exceed Sums will be paid to CONTRACTOR in monthly increments as the Work is completed. Following the conclusion of each calendar month, CONTRACTOR will submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. Within thirty (30) calendar days of receipt of each invoice, 3 Exhibit 2 676

CITY will notify CONTRACTOR in writing of any disputed amounts included in the invoice. Within thirty (30) calendar days of receipt of each invoice, CITY shall notify CONTRACTOR in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

Section 5. Standard of Care. CONTRACTOR represents, acknowledges and agrees as follows:

A. CONTRACTOR shall perform all work skillfully, competently and to the highest standards applicable to the CONTRACTOR's field;
B. CONTRACTOR represents and maintains that it is skilled in the professional calling necessary to perform the Services;
C. CONTRACTOR shall perform all work in a manner reasonably satisfactory to the CITY;
D. CONTRACTOR 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.). CONTRACTOR's compliance with applicable laws will include, without limitation, compliance with all applicable CaI/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization; E. CONTRACTOR understands the nature and scope of the Work to be performed under this Agreement as well as any and all schedules of performance; F. All of CONTRACTOR's employees and agents (including but not limited to CONTRACTOR's subcontractors and subconsultants) possess sufficient skill, knowledge, training and experience to perform those services and tasks contemplated under this Agreement;
G. All of CONTRACTOR's employees and agents (including but not limited to CONTRACTOR'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; and H. CONTRACTOR shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY's authorized representative. The quality of Services shall meet or exceed those standards established by the CITY or the City or County of jurisdiction.

The Parties acknowledge and agree that CONTRACTOR shall perform, at 4 Exhibit 2 677

CONTRACTOR's own cost and expense and without any reimbursement from CITY, any services or tasks necessary to correct any errors or omissions caused by CONTRACTOR's failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONTRACTOR's employees, agents, contractors, subcontractors and subconsultants. Such effort by CONTRACTOR to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing and absolute discretion. The Parties acknowledge and agree that CONTRACTOR's acceptance of any work performed by CONTRACTOR or on CONTRACTOR's behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CONTRACTOR has relied upon the foregoing representations of CONTRACTOR, including but not limited to the representation that CONTRACTOR possesses the skills, training, knowledge and experience necessary to perform the Work in a skillful and competent manner equivalent to, the standard of performance generally recognized as being employed by professionals performing the same type of work and services in the State of California.

Section 6. Representatives.

A. City Representative. For the purposes of this Agreement, the contract administrator and CITY's representative shall be Chau Vu, Director of Public Works (hereinafter, the "City Representative"). It shall be CONTRACTOR's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and CONTRACTOR 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. Contractor Representative. For the purposes of this Agreement, Baron Farwell, President & General Manager, is hereby designated as the principal and representative of CONTRACTOR authorized to act on its behalf with respect to CONTRACTOR's performance under this Agreement and to make all decisions in connection therewith (the "Contractor Representative"). Notice to the Contractor Representative whether written or verbal shall constitute notice to CONTRACTOR.

The Contractor's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

Section 7. Contractor's Personnel
A. CONTRACTOR represents that it has, or will secure at its own expense, all personnel required to perform the Work and all other services and tasks necessary for CONTRACTOR to competently and timely complete the improvements contemplated under this Agreement. All work, services and tasks will be performed under CONTRACTOR's supervision, and CONTRACTOR's personnel engaged in the performance of the work, services and tasks contemplated under this Agreement shall possess the qualifications, permits and licenses required by applicable law to perform such work, services and tasks. 5 Exhibit 2 678

B. CONTRACTOR shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Work.

CONTRACTOR shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the CONTRACTOR's performance of the Work, and shall indemnify, defend and hold harmless CITY against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against CITY hereunder.

C. CONTRACTOR shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Work.

D. In the event that CITY, in its sole reasonable discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by CONTRACTOR to perform services pursuant to this Agreement, CONTRACTOR shall remove any such person immediately upon receiving notice from CITY of the desire of CITY for the removal of such person or persons.

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

F. CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the performance of the Work contemplated under this Agreement.

Section 8. Substitution of Key Personnel. CONTRACTOR has represented to CITY that certain key personnel will perform and coordinate the Services under this Agreement.

Should one or more of such personnel become unavailable, CONTRACTOR may substitute other personnel of at least equal competence upon written approval of CITY.

In the event that CITY and CONTRACTOR cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONTRACTOR at the request of the CITY.

Section 9. Prevailing Wages and General Labor Compliance and Reporting.

A. CONTRACTOR and any subcontractor performing or contracting any portion of the Work shall comply with all applicable provisions of the California Labor Code for all workers, laborers and mechanics of all crafts, classifications or types, including, but necessarily limited to the following:

1. In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of the Work shall constitute a legal day's work under this Contract. CONTRACTOR and any subcontractor shall pay workers overtime 6 Exhibit 2 679

pay (not less than 1 1/2 times the base rate of pay) as required by California Labor Code Section 1815. CONTRACTOR and any subcontractor shall, as a penalty to the CITY, forfeit twenty-five dollars ($25) for each worker employed in the execution of the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation to the provisions of Article 3 of Chapter 1 of Part 7, Division 2 of the California Labor Code, which is incorporated by this reference as though fully set forth herein.

2. Pursuant to the provisions of California Labor Code, Sections 1770 et. seq., CONTRACTOR and any subcontractor under CONTRACTOR shall pay not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations. Pursuant to the provisions of California Labor Code Section 1773.2, CONTRACTOR is hereby advised that copies of the prevailing rate of per diem wages and a general prevailing rate for holidays, Saturdays and Sundays and overtime work in the locality in which the work is to be performed for each craft, classification, or type of worker required to execute the Contract, are on file in the office of the District Secretary, which copies shall be made available to any interested party on request. CONTRACTOR shall post a copy of said prevailing rate of per diem wages at each job site.

B. As required by Section 1773.1 of the California Labor Code, CONTRACTOR shall pay travel and subsistence payments to each worker needed to execute the work, as such travel and subsistence payments are defined in the applicable collective bargaining agreements filed in accordance with this Section.

C. To establish such travel and subsistence payments, the representative of any craft, classification, or type of workman needed to execute the contracts shall file with the Department of Industrial Relations fully executed copies of collective bargaining agreements for the particular craft, classification or type of work involved. Such agreements shall be filed within ten (10) days after their execution and thereafter shall establish such travel and payments.

D. CONTRACTOR shall comply with the provisions of Section 1775 of the California Labor Code and shall, as a penalty to CITY, forfeit up to fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rate of per diem wages for each craft, classification, or type of worker needed to execute the contract. CONTRACTOR shall pay each worker an amount equal to the difference between the prevailing wage rates and the amount paid worker for each calendar day or portion thereof for which a worker was paid less than the prevailing wage rate. CONTRACTOR is required to pay all applicable penalties and back wages in the event of violation of prevailing wage law, and CONTRACTOR and any subcontractor shall fully comply with California Labor Code Section 1775, which is incorporated by this reference as though fully set forth herein.

E. CONTRACTOR and any subcontractor shall maintain and make available for inspection payroll records as required by Labor Code Section 1776, which is 7 Exhibit 2 680

incorporated by this reference as though fully set forth herein. CONTRACTOR is responsible for ensuring compliance with Labor Code Section 1776 and shall keep accurate payroll records containing all such information as maybe called for under Labor Code Section 1776 and other applicable provisions of State law.

F. CONTRACTOR and any subcontractors shall, when they employ any person in any apprenticeable craft or trade, apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the work site for a certificate approving CONTRACTOR or subcontractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected; and shall comply with all other requirements of Section 1777.5 of the California Labor Code, which is incorporated by this reference as though fully set forth herein. The responsibility of compliance with California Labor Code Section 1777.5 during the performance of this contract rests with CONTRACTOR. Pursuant to California Labor Code Section 1777.7, in the event CONTRACTOR willfully fails to comply with the provisions of California Labor Code Section 1777.5, CONTRACTOR shall be denied the right to bid on any public works contract for up to three (3) years from the date noncompliance is determined and be assessed civil penalties.

G. In accordance with the provisions of Article 5, Chapter 1, Part 7, Division 2 (commencing with Section 1860), and Chapter 4, Part 1, Division 4 (commencing with Section 3700) of the California Labor Code, CONTRACTOR is required to secure the payment of compensation to its employees and for that purpose obtain and keep in effect adequate Workers' Compensation Insurance and Employers Liability Insurance. If CONTRACTOR, in the sole discretion of the CITY satisfies the CITY of the responsibility and capacity under the applicable Workers' Compensation Laws, if any, to act as self -insurer, CONTRACTOR may so act, and in such case, the insurance required by this paragraph need not be provided.

CONTRACTOR is advised of the provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code and shall comply with such provisions and have Employer's General Liability limits of $1,000,000 per accident before commencing the performance of the Work of this Contract. The Notice to Proceed with the Work under this Contract will not be issued, and CONTRACTOR shall not commence the Work, until CONTRACTOR submits written evidence that it has obtained full Workers' Compensation Insurance coverage for all persons whom it employs or may employ in carrying out the Work under this Contract. This insurance shall be in accordance with the requirements of the most current and applicable state Workers' Compensation Insurance Laws. In accordance with the provisions of Section 1861 of the California Labor Code, CONTRACTOR in signing this Contract certifies to the CITY as true the following statement: "I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this contract." A subcontractor is not allowed to commence Work on the project until verification of Workers' Compensation Insurance coverage has been obtained and verified by CONTRACTOR and submitted to the City Engineer for the CITY's review and 8 Exhibit 2 681

records.

H. In accordance with the provisions of Section 1727 of the California Labor Code, the CITY, before making payment to CONTRACTOR of money due under a contract for public works, shall withhold and retain therefrom all wages and penalties which have been forfeited pursuant to any stipulation in the contract, and the terms of Chapter 1, Part 7, Division 2 of the California Labor Code (commencing with Section 1720). But no sum shall be withheld, retained or forfeited, except from the final payment, without a full investigation by either the Division of Labor Standards Enforcement or by the CITY.

Section 10. Prohibited Interests. CONTRACTOR warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, CONTRACTOR 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 CONTRACTOR, 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 11. Independent Contractor.

A. All acts of CONTRACTOR, its agents, officers, subcontractors and employees and all others acting on behalf of CONTRACTOR relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of CITY. CONTRACTOR, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of CITY. CONTRACTOR has no authority or responsibility to exercise any rights or power vested in CITY. No agent, officer, or employee of CITY is to be considered an employee of CONTRACTOR. It is understood by both CONTRACTOR and CITY that this Agreement shall not, under any circumstances, be construed or considered to create an employer -employee relationship or a joint venture.

B. CONTRACTOR, its agents, officers, subcontractors and employees are and, at all times during the term of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of CITY.

C. CONTRACTOR shall determine the method, details and means of performing the Work. CONTRACTOR shall be responsible to CITY only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to CITY's control with respect to the physical action or activities of the CONTRACTOR in fulfillment of this Agreement.

CONTRACTOR has control over the manner and means of performing the services_ under this Agreement. CONTRACTOR is permitted to provide services to others during the same period as it provides services to CITY under this Agreement. If necessary, CONTRACTOR has the responsibility for employing 9 Exhibit 2 682

other persons or firms to assist CONTRACTOR in fulfilling the terms and obligations under this Agreement.

D. If in the performance of this Agreement any third persons are employed by CONTRACTOR, such persons shall be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the CONTRACTOR.

E. It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONTRACTOR nor CONTRACTOR'S assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of CITY in any capacity whatsoever as an agent, or to bind CITY to any obligation whatsoever.

F. As an independent contractor, CONTRACTOR hereby indemnifies and holds CITY harmless from any and all claims that may be made against CITY based upon any contention by any third party that an employer -employee relationship exists by reason of this Agreement.

Section 12. Conflicts of Interest. CONTRACTOR 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 CONTRACTOR in connection with this project. CONTRACTOR 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.

CONTRACTOR agrees that a clause substantially similar to this Section shall be incorporated into any sub -contract that CONTRACTOR executes in connection with the performance of this Agreement.

Section 13. Non -Discrimination. During the performance of this Agreement, CONTRACTOR and its subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40) or set.

CONTRACTOR and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

CONTRACTOR and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, Section 12990 et seq.) and the applicable regulations promulgated hereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. CONTRACTOR and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. This CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement. 10 Exhibit 2 683

Section. 14. Indemnification.

A. To the fullest extent permitted by law, CONTRACTOR hereby agrees, at its sole cost and expense, to defend, protect, indemnify, and hold harmless CITY and CITY's elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, and assigns (collectively "Indemnitees") from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively "Liabilities"), arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of CONTRACTOR or any of CONTRACTOR's officers, agents, servants, employees, subcontractors, materialmen, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to this Agreement and the performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by CONTRACTOR and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity provision shall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law or elsewhere under this Agreement. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against any one or more of the Indemnitees shall be conclusive in favor of the Indemnitees' right to recover under this indemnity provision.

CONTRACTOR shall pay Indemnitees for any attorney's fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code § 2782(a), or (b) the contracting public agency's active negligence to the limited extent that the underlying Agreement is subject to Civil Code § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverage(s) which may have been required under the Agreement or any additional insured endorsements which may extend to Indemnitees. Accountants, attorneys, or other professionals employed by Indemnitor to defend Indemnitees shall be selected by Indemnitees.

CONTRACTOR, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees.

B. CONTRACTOR's obligations under this or any other provision of this Agreement will not be limited by the provisions of any workers compensation act or similar act.

CONTRACTOR expressly waives its statutory immunity under such statutes or laws as to the Indemnities.
11 Exhibit 2 684

C. CONTRACTOR agrees to obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. In the event CONTRACTOR fails to obtain such indemnity obligations for the benefit of CITY, CONTRACTOR agrees to be fully responsible and indemnify, hold harmless and defend CITY, its officers, agents, employees and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged, intentional, reckless, negligent or otherwise wrongful acts, errors or omissions of CONTRACTOR or any of its officers, employees, servants, agents, subcontractors, volunteers or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of CITY's choice.

CITY does not, and shall not; waive any rights that it may possess against CONTRACTOR because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense. CONTRACTOR agrees that CONTRACTOR's covenant under this Section shall survive the termination of this Agreement.

E. CONTRACTOR shall fully comply with the workers' compensation laws regarding CONTRACTOR and CONTRACTOR's employees. CONTRACTOR further agrees to indemnify and hold CITY harmless from any failure of CONTRACTOR to comply with applicable workers' compensation laws. CITY shall have the right to offset against the amount of any fees due to CONTRACTOR under this Agreement any amount due to CITY from CONTRACTOR as a result of CONTRACTOR's failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

Section 15. Insurance.

A. CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:

1. Commercial General Liability Insurance with minimum limits of One Million Dollars ($1,000,000) for each occurrence and in the aggregate for any personal injury, death, loss or damage.

2. Automobile Liability Insurance for any owned, non -owned or hired vehicle used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per accident for bodily injury and property damage.

3. Worker's Compensation insurance as required by the State of California.

B. CONTRACTOR shall require each of its sub -consultants or sub -contractors to 12 Exhibit 2 685

maintain insurance coverage that meets all of the requirements of this Agreement.

C. The policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VI I in the latest edition of Best's Insurance Guide.

D. CONTRACTOR agrees that if it does not keep the insurance required in this Agreement in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR'S expense, the premium thereon.

E. Prior to commencement of work under this Agreement, CONTRACTOR shall file with CITY's Risk Manager a certificate or certificates of insurance showing that the insurance policies are in effect and satisfy the required amounts and specifications required pursuant to this Agreement.

CONTRACTOR shall provide proof that policies of insurance expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior tothe expiration of the coverages.

G. The general liability and automobile policies of insurance shall contain an endorsement naming CITY, its elected officials, officers, agents, employees, attorneys, servants, volunteers, successors and assigns as additional insureds.

All of the policies shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days' prior written notice to CITY.

CONTRACTOR agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions.

H. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the CITY, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

All insurance coverage provided pursuant to this Agreement shall not prohibit CONTRACTOR, and CONTRACTOR's employees, agents, subcontractors, or volunteers from waiving the right of subrogation prior to a loss. CONTRACTOR hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents and volunteers.

J. Any deductibles or self -insured retentions must be approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self -insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.

K. If CONTRACTOR is a Limited Liability Company, general liability coverage must 13 Exhibit 2 686

be amended so that the Limited Liability Company and its managers, affiliates, employees, agents, and other persons necessary or incidental to its operation are insureds.

L. Procurement of insurance by CONTRACTOR shall not be construed as a limitation of CONTRACTOR's liability or as full performance of CONTRACTOR's duties to indemnify, hold harmless and defend under Section 15 of this Agreement.

M. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or CITY will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, CITY may cancel this Agreement effective upon notice.

N. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Section 16. Records and Inspection. CONTRACTOR shall keep, and require subcontractors to keep, such books and records as shall be necessary to document the performance of the Work and enable the CITY to evaluate the performance of the Work.

The Contract Officer shall have full and free access to such books and records at all times during normal business hours of CITY, including the right to inspect, copy, audit, and make records and transcripts from such records. Such records shall be maintained for a period of four (4) years following completion of the services hereunder, and the CITY shall have access to such records in the event any audit is required.

Section 17. Termination.

A. Termination for Convenience. CITY may immediately terminate this Agreement for convenience, without cause and without penalty or liability at any time upon the issuance of written notice to CONTRACTOR specifying the effective date of such termination. Such termination for convenience shall be made in writing signed by either the City Representative, the City Manager or the Assistant City Manager.

CONTRACTOR may only terminate this Agreement for cause.

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 in this Section 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 14 Exhibit 2 687

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) CONTRACTOR'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) CONTRACTOR'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 CONTRACTOR, whether voluntary of involuntary; (iv) CONTRACTOR'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 CONTRACTOR relating to this Agreement is false or erroneous in any material respect, including any statement, representation or warranty set forth in the Equipment Specifications.

1. CONTRACTOR shall cure the following Event of Defaults within the following time periods:
i. Within three (3) business days of CITY's issuance of a Default Notice for any failure of CONTRACTOR to timely provide CITY or CITY's employees or agents with any information and/or written reports, documentation or work product which CONTRACTOR is obligated to provide to CITY or CITY's employees or agents under this Agreement.

Prior to the expiration of the 3 -day cure period, CONTRACTOR may submit a written request for additional time to cure the Event of Default upon a showing that CONTRACTOR has commenced efforts to cure the . Event of Default and that the Event of Default cannot be reasonably cured within the 3 -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 seven (7) calendar days from the end of the initial 3 -day cure period; or ii. Within thirty (30) 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 30 -day cure period, CONTRACTOR may submit a written request for additional time to cure the Event of Default upon a showing that CONTRACTOR 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 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 30 -day cure period.

If an Event of Default relates to a material falsehood or misrepresentation set forth in Exhibit B 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.
15 Exhibit 2 688

2. Except as otherwise specified in this Agreement, CITY shall cure any Event of Default asserted by CONTRACTOR within thirty (30) calendar days of CONTRACTOR's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 30 -day cure period. Prior to the expiration of the 30 -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 30 -day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY's failure to timely pay any undisputed sums to CONTRACTOR shall be cured by CITY within five (5) calendar days from the date of CONTRACTOR's Default Notice to CITY.

3. CITY, in its sole and absolute discretion, may also immediately suspend CONTRACTOR's performance under this Agreement (or the performance of any specific task or function performed by CONTRACTOR under this Agreement) pending CONTRACTOR's cure of any Event of Default by giving CONTRACTOR written notice of CITY's intent to suspend CONTRACTOR'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, CONTRACTOR shall be compensated only for those services and tasks which have been rendered by CONTRACTOR 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.

4. 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.

5. 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:
i. Upon written notice to CONTRACTOR, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONTRACTOR, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONTRACTOR's breach of the Agreement or to terminate the Agreement; or
16 Exhibit 2 689

iv. The CITY may exercise any other available and lawful right or remedy.

CONTRACTOR shall be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY's exercise of its remedies under this Agreement.

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

7. 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 18. Force Majeure. The Completion Date shall be extended in the event of any delays due to unforeseeable causes beyond the control of CONTRACTOR and without the fault or negligence of CONTRACTOR, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY, if the CONTRACTOR shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative's determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONTRACTOR be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONTRACTOR'S sole remedy being extension of the Agreement pursuant to this Section.

Section 19. 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 CONTRACTOR's 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:

City of Bell Gardens
7100 S. Garfield Ave.

BeII Gardens, California 90201
Attn: Director of Public Works
If to CONTRACTOR:

All City Management Services
10440 Pioneer Blvd, Suite 5
Santa Fe Springs, CA 90670
Attn: Baron Farwell
Phone: 800-540-9290
Exhibit 2
1 90

With a courtesy copy to:

Rick Olivarez,
Olivarez Madruga Lemieux O'Neill, LLP
500 S. Grand Ave. Floor 12
Los Angeles, CA 90071
Telephone: (213)744-0099
Facsimile: (213)744-0093
Section 20. Prohibition. CONTRACTOR shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without CITY's prior written consent, 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 CONTRACTOR.

Section 21. Attorney Fees. In the event that CITY or CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR.

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 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. 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 26. 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 18 Exhibit 2 691

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Date: June 29, 2021
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together shall constitute one and the same instrument.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF Bell Gardens, a municipal All City Management Services corporation
By:

Michael B. O'Kelly
City Manager
Date:

APPROVED AS TO FORM:

By:

Rick Olivarez
City Attorney
Date:

By.

Narr e
Title:

Date:
19 Exhibit 2 693

EXHIBIT "A"

CITY RFP
20 Exhibit 2 694

REQUEST FOR PROPOSALS
for
Crossing Guard Services
City of Bell Gardens
Public Works Department
8327 South Garfield Avenue
Bell Gardens, CA 90201
Phone: 562-806-7770
Fax: 562-806-7789
October 8, 2020
PROPOSAL DUE DATE:

October 29, 2020 by 5:00 P.M.

SUBMIT PROPOSALS TO:

ATTN: Chau Vu
City Clerk's Office
7100 Garfield Avenue
Bell Gardens, CA 90201
Exhibit 2 695

NOTICE INVITING PROPOSALS
FOR

CROSSING GUARD SERVICES

IN THE CITY OF BELL GARDENS
PUBLIC NOTICE IS HEREBY GIVEN that the City of Bell Gardens as AGENCY, invites sealed proposals for Request for Proposals (RFP) for crossing guard services at elementary and middle schools. Proposals will be received in the Office of the City Clerk, 7100 Garfield Avenue, Bell Gardens, CA 90201, up to 5:00 PM on Thursday, October 29, 2020. Only certified mail, FedEx, GSO bids postmarked on or before Thursday, October 29, 2020 will be accepted.

Copies of the Requests for Proposals, Proposals Documents, Contract Documents, and Specifications are available on the City's website at https://www.bellgardens.org/i-want-to/view-bids-rfps/rfps-and-bids . The Requests for Proposals, Proposals Documents, Contract Documents, and Specifications can also be emailed, at no cost.

The AGENCY reserves the right to reject any or all proposals, to waive any irregularity and to take all proposals under advisement for a period of 30 days.

BY ORDER OF the City of Bell Gardens
Exhibit 2 696

INTRODUCTION
The City of Bell Gardens is soliciting Requests for Proposals (RFP) from qualified companies to provide crossing guard services to seven locations within the City limits.

Due to sites with early release days, the schedule will vary by location. Total daily hours are split between morning and afternoon shifts at all locations. The total hours for crossing guards at all locations should not exceed 30 daily service hours with service decreasing or increasing contingent on school schedules and City needs.

The COVID-19 pandemic drastically impacted the 2019-2020 academic school year.

The initial year (07/01/2020-06/30/2021) of the contract service agreement may have an increase or reduction in the number of school days to recoup the loss of class instruction time during the 2020-2021 academic school year. The number of school days serviced are subject to change, based on the State of California and Los Angeles County Health Order guidelines regarding COVID-19.

PROPOSALS SUBMISSION INSTRUCTIONS
Response to Proposal
In addition to the proposed pricing the proposal at minimum must contain the following:

1. Introduction, which includes:
a. Identification of the offering company including name, address, telephone, email, and fax number.
b. Acknowledgement of the receipt of RFP addenda, if any. c. Name(s) title, address, email, and telephone number of a contact person during period of proposal evaluation.

2. Qualifications: The overall capabilities of the company should be discussed in this section. The bidder may demonstrate their qualifications by including a summary of their company's demonstrated capability for the past five (5) years including a summary of the company's history, its recent related experience, and the ability of persons assigned to perform the work, possession of appropriate compliance and any specified certifications.

3. References: List three (3) former or present clients for whom comparable services have been performed by the company within the last five (5) years.

References should include name, mailing address, email, and telephone for each 2 Exhibit 2 697

client's principal representative. References may be contacted with a request to rate the quality of the firm's service.

4. Community Benefit: The bidder should describe in their proposal any additional community benefits that may result from the respondent's proposal.

5. Costs of Services: Proposal shall include the annual costs of services, including the hourly rate charges for crossing guard services. Any additional costs/charges must be clearly defined in the proposal.

6. Authorization: The proposal shall be signed by an official authorized to bind the company and shall contain a statement to the effect that the proposal is valid for sixty (60) days.

Proposers Examination
Before submitting a proposal, the proposer shall carefully examine the scope of services and other contract documents and ensure that they have a clear understanding of the contract requirements regarding the performance of services.

Interpretation of Proposal and Documents
If any person contemplates submission of a proposal for the proposed contract and is in doubt as to the true meaning of any part of the scope of services, or other proposed contract documents, or finds discrepancies in, or omissions from the proposal, they may submit to the Director of Public Works a written request for an interpretation or correction thereof. The person submitting the request will be responsible for its prompt delivery.

Any interpretation or correction of the proposed documents shall be made only by addendum duly issued and copy of such addendum will be mailed or delivered to each person receiving a set of such documents. Neither the Director of Public Works or the Agency will be responsible for any other explanation or interpretation of the proposed documents. Proposals shall not contain any recapitulation of the work to be done.

Alternative proposals will not be considered.

Legal Responsibilities
All proposals must be submitted, filed, made, and executed in accordance with State and Federal laws relating to proposals for contracts of this nature whether the same are expressly referred to herein or not.
3 Exhibit 2 698

Any Proposer submitting a proposal shall by such action thereby agree to each and all of the terms, conditions, provisions, and requirements set forth, contemplated, and referred to in scope of services, contract documents, and to full compliance therewith.

SUBMISSION OF PROPOSAL
Proposals must be prepared in conformance with the Instructions to Proposers and submitted in a sealed envelope plainly marked on the outside as follows:
" SEALED PROPOSALS FOR CROSSING GUARD SERVICES IN THE CITY OF BELL

GARDENS -
DO NOT OPEN WITH REGULAR MAIL"

DELIVERY OF PROPOSALS
Proposals may be submitted via certified mail, FedEx, and GSO. However, it is the proposer's responsibility alone to ensure delivery of the proposal to the hands of the AGENCY'S designated official prior to the proposals opening hour stipulated in the Notice Inviting Sealed Proposals. Late proposals will not be considered.

WITHDRAWAL OF PROPOSALS
A proposal may be withdrawn by a written request signed by the proposer. Such requests must be delivered to the AGENCY'S designated official prior to the proposals opening hour stipulated in the Notice Inviting Sealed Proposals. Proposals may not be withdrawn after said hour without forfeiture of the proposal guarantee. The withdrawal of the proposal will not prejudice the right of the proposer to submit a new proposal, providing there is time to do so.

REJECTION OF PROPOSALS
This RFP does not commit the City to award any contract. The City reserves the right, at its sole discretion, to reject any or all proposals without penalty, to waive irregularities in any proposals or in the RFP procedures, and to be the final judge as to which proposals are responsive, responsible, and most qualified. Any proposal that contains items not specified, items that are incorrect, has incomplete portions of items scheduled, or does not respond to items in the manner specified in this RFP may be considered non- responsive and may be rejected on these bases at the sole discretion of the City. Proposals offering less than 60 days for acceptance from the proposed Proposals Due Date may be considered non -responsive and may be rejected. 4 Exhibit 2 699

Non -award of any proposal will not imply any criticism of the proposal or convey any indication that the proposal was deficient. Non -award of any proposal will mean that either another proposal was deemed more advantageous to the City, or that no proposal was deemed acceptable.

COSTS INCURRED BY PROPOSER
Costs for developing a response to the request for proposal and contract negotiations are entirely the obligation of the bidder and shall not be charged in any manner to the City of Bell Gardens.

NON -COLLUSION AFFIDAVIT
Proposer shall declare that the only persons or parties interested in the proposal as principals are those named therein; that no office, agent, or employee of the City of Bell Gardens is personally interested, directly or indirectly, in the proposal; that the proposal is made without connection to any other individual, firm, or corporation making a proposal for the same work; and that the proposal is in all respects fair and without collusion or fraud.

The Non -Collusion Affidavit shall be executed and submitted with the proposal.

DISCREPANCIES AND MISUNDERSTANDINGS
Proposers must satisfy themselves by personal examination of the work site, Plans, Specifications and other contract documents, and by any other means as they may believe necessary, as to the actual physical conditions, requirements and difficulties under which the work must be performed. No proposer shall at any time after submission of a proposal make any claim or assertion that there was any misunderstanding or lack of information regarding the nature or amount of work necessary for the satisfactory completion of the job.

It is the proposer's responsibility for the accuracy of theft proposals and to ensure that the proposed amounts are entered correctly and mathematically checked. Any errors, omissions, or discrepancies found in the contract documents shall be called to the attention of the AGENCY and clarified prior to the submission of proposals.

If the unit price and the total amount named by the proposer for any item are not in agreement, the unit price alone will be considered as representing the proposer's intentions, and the totals will be corrected to conform thereto. Any error in addition of the amounts constituting the items of the Proposals Schedule will be corrected and such corrected total shall be used to determine the successful proposer. All prices or sums shall include all sales and other taxes which may be applicable. 5 Exhibit 2 700

AWARD CRITERIA
General Provision — The award of any contract shall be at the sole discretion of the City. It is the intent to make an award to one Proposer for all requirements although the City reserves the right to make multiple awards depending on the City's needs and what is in the best interest of the City. The City may accept or reject any or all proposals in whole or in part and may waive informalities in the process. The contents of the proposal of the selected Proposer will become the basis for a contractual obligation when the award of proposals is made.

Evaluation Criteria
Proposals that meet the submittal requirements will be selected for further evaluation and negotiations by the City. Selection of the top proposals shall be based on the following criteria:

Evaluation Criteria
Points Possible
A
Thoroughness and completeness of the proposal
10 B
Experience, references, and overall qualifications
35 C
Ability and resources to provide and/or exceed
standards as outlined in the Scope of Work
15 D
Annual cost of services
30 E
Community Benefit
10 Total Points Possible
100
At the conclusion of the Proposal solicitation period, the City will review each submission, and then rank the Proposals according to evaluation criteria. Upon determination of the highest ranked Respondent, the City will endeavor to negotiate a mutually agreeable fee with the selected Respondent. If the City is unable to reach agreement, the City will proceed, at its sole discretion, to negotiate with the next Respondent selected by the City.

AWARD OF CONTRACT
Issuance of this RFP and receipt of proposals does not commit the City to award a contract.

If awarded, the contract will be awarded based on demonstrated experience and professional qualifications. The City reserves the right to reject all proposals and to contract for services in the manner that most benefits the City including awarding more than one contract if desired. In no event will an award be made until all necessary investigations are 6 Exhibit 2 701

made to the responsibility and qualifications of the contractor to whom the award is contemplated.

TERM OF CONTRACT
The initial contract shall cover three (3) years and the contract period shall be three years from date of execution by the City. The City may extend the effective termination date of the contract, thereafter, by mutual agreement of the parties for one-year periods, not to exceed twenty-four (24) months. The renewal periods can be authorized administratively by the City Manager.

Any increase in costs of the services, if approved by the City Manager, will be adjusted up to the C.P.I. of the Los Angeles region. This increase will not exceed 3% at any one time and the request must be submitted in writing with documentation verifying the percentage. The written request must be submitted by June 30 in order to take effect January 1 of the following year.

Proposer understands that this contract shall not bind nor purport to bind the City of BeII Gardens for any contractual commitment in excess of the original contract period. In the event the City exercises its options, all terms, conditions, and provisions of the original contract shall remain the same and apply during the extension period, unless otherwise mutually agreed to in writing by both parties.

Negotiations for contract extension may begin three (3) months before the effective termination date of the agreement in force and they shall end forty-five (45) days after the beginning date for contract extension. Should the city and the contractor not agree to the terms of a contract extension, the city may request proposals for the service with the intent that the service will continue uninterrupted until a new contract is awarded.

AMENDMENT OF CONTRACT
At any time during the contract, including those times when the contract is amended to extend the length of the contract, the city may, with the approval of the BeII Gardens City Manager, enact amendments to the contract that are mutually agreeable to both parties.

All amendments, with the exception of amendments that extend the length of the contract, shall take effect thirty (30) days from the date on which both parties formally agree in writing to enact the amendments unless the parties mutually agree to a shorter time period.

Any action that results in an increase in the "not to exceed" prices committed to by the successful proposer may require the city to re -open the contract to competitive bidding. 7 Exhibit 2 702

ADDENDA OR BULLETINS
All proposers are advised as to the possibility of issuance of addenda affecting the items, scope or quantity of the service required for this project. Each proposer shall be fully responsible for informing themselves as to whether or not any such addenda have been issued. The effect to all addenda to the contract documents shall be considered in the proposal and said addenda shall be made a part of the contract documents and shall be returned with them. Failure to cover in the proposal any such addenda issued may render the proposal irregular and may result in its rejection by the City.

IRREGULAR PROPOSALS
Unauthorized conditions, limitations or provisions attached to a proposal will render it irregular and may cause its rejection. The completed proposal forms shall be without interlineations, alterations, or erasures. Alternative proposals will not be considered unless specifically requested. No oral, telegraphic, or telephonic proposal, modification, or with- drawal will be considered.

INSURANCE REQUIREMENTS
At the time of execution of a contract the proposer will be required to comply with the following City insurance requirements:

1. Comprehensive General Liability Insurance with minimum limits of One Million Dollars ($1,000,000) including products and completed operations hazard, contractual insurance, broad form property damage, independent consultants, and personal injury.

2. Automobile Liability Insurance for any owned, non -owned or hired vehicle used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per claimant and One Million ($1,000,000) dollars per incident.

3. Worker's Compensation insurance as required by the State of California.

REQUESTS FOR CLARIFICATIONS
All questions, interpretations, or clarifications, either administrative or technical must be requested in writing and directed to:
8 Exhibit 2 703

Veronica Sanchez
Administrative Specialist
City of Bell Gardens
Public Works Department
7100 Garfield Avenue
Bell Gardens, CA 90201
Vsanchez(tbell aardens.ora
All written questions will be answered in writing and conveyed to all Respondents on the Proposer's List. Oral statements regarding this RFP by any persons should be considered unverified information unless conveyed in writing. To ensure a response, questions must be received in writing by 5:00 PM October 19, 2020.

GENERAL
The City of BeII Gardens is soliciting Requests for Proposals (RFP) from qualified companies to provide crossing guard services to seven locations within the city limits.

SCOPE OF WORK
The scope of work may include:
a. Provide a program manager who will coordinate crossing guard services with a City liaison.
b. Provide a supervisor to ensure guard activities are taking place at the required places and times and that proper safety procedures are complied with. c. Provide fully trained and equipped alternate personnel to ensure all contracted locations are covered in the event regular personnel are absent. d. Provide all crossing guards with a standardized uniform and proper weather apparel and gear, approved by the Director of Public Works or their designee, which must always be worn while performing their duties. e. Provide all crossing guards with handheld stop signs and reflective vests, which comply with applicable State and City laws and regulations.

Persons provided by the contractor as crossing guards shall be trained by the contractor. Training shall include the laws and codes of the State of California and the City of BeII Gardens pertaining to general pedestrian safety and school crossing areas. Training shall also include general traffic safety for pedestrians, 9 Exhibit 2 704

motorists, and the crossing guards themselves. Copies of all training certificates must be provided prior to execution of the contract. Provide training for crossing guards in first aid and CPR in accordance with Red Cross certification guideline.

Copies of valid Red Cross certificates on each crossing guard must be furnished to the city prior to signing of the agreement and annually afterwards. g. Provide evidence of compliance with California Vehicle Code section 21100 as it relates to crossing guards and compliance with 21100(i) prior to execution of the agreement.

SERVICE AREAS
Due to sites with early release days, the schedule will vary by location. Total daily hours are split between morning and afternoon shifts at all locations. The total hours for crossing guards at all locations should not exceed 30 daily service hours with service decreasing or increasing contingent on school schedules and City needs.

Sites with Early Release
4 sites with 144 regular days and 36 minimum days
Sites without Early Release
3 sites with 180 regular days
The necessary locations, days, and hours are noted in the table below.

Location
Total Daily Hours
Days
Clara St./Garfield Ave. (NW)

3.5 hours
Monday through
Friday
Emil Ave./Suva St. (SE -am)
(SW -pm)

4.5 hours
Florence Ave./Ira Ave. (SE)

3.5 hours
Jaboneria Rd./Clara St. (NW)

4.75 hours
Jaboneria Rd./Live Oak St. (SE)
3 hours
Jaboneria Rd./Loveland St.
(NW)

4.25 hours
Jaboneria Rd./Quinn St. (SW)
4 hours
10 Exhibit 2 705

Exhibit A
Required Forms for Submittal
11 Exhibit 2 706

Organization Performance History and References
Provide information for all relevant work history for the past five (years). City reserves the right to contact any listed agency for organization reference.

1. Agency Name:

Services Provided:

From: To:

Contact Person: Telephone:

2. Agency Name:

Services Provided:

From: To:

Contact Person: Telephone:

3. Agency Name:

Services Provided:

From: To:

Contact Person: Telephone:

4. Agency Name:

Services Provided:

From: To:

Contact Person: Telephone:

5. Agency Name:

Services Provided:

From: To:

Contact Person: Telephone:
12 Exhibit 2 707

6. Agency Name:

Services Provided:

From: To:

Contact Person: Telephone:

7. Agency Name:

Services Provided:

From: To:

Contact Person: Telephone:

8. Agency Name:

Services Provided:

From: To:

Contact Person: Telephone:

9. Agency Name:

Services Provided:

From: To:

Contact Person: Telephone:

10.Agency Name:

Services Provided:

From: To:

Contact Person: Telephone:
13 Exhibit 2 708

Exhibit
Sample Contract
14 Exhibit 2 709

2020

CONTRACT SERVICES AGREEMENT
(Contractor: )
(Nature of Engagement: Crossing Guard Services)
THIS CONTRACT SERVICES AGREEMENT (hereinafter, "Agreement") is made and entered into this day of 20 by and between the
CITY OF BELL GARDENS, a municipal corporation (hereinafter, "CITY") and (hereinafter, "CONTRACTOR"). For the purposes of this
Agreement, CITY and CONTRACTOR may be referred to collectively by the capitalized term "Parties." The capitalized term "Party" may refer to CITY or CONTRACTOR 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 Crossing Guard Services; and
WHEREAS, CITY staff has determined that CONTRACTOR possess the skills, experience and expertise required to competently provide the services and tasks contemplated under this Agreement; and
NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, CITY and CONTRACTOR agree as follows:

Section 1. Description of the Work.

A. Subject to the terms and conditions of this Agreement, CONTRACTOR agrees to provide CITY crossing guard services. The various tasks and related services to be performed by CONTRACTOR are more specifically described in the CITY's "Request for Proposals for Crossing Guard Services" (hereinafter the "CITY RFP") dated October 8, 2020 and the written proposal of CONTRACTOR entitled " " (hereinafter, the "CONTRACTOR PROPOSAL") dated
. The CITY RFP and the CONTRACTOR PROPOSAL are
attached and incorporated hereto as Exhibits "A" and "B" respectively. The term "Scope of Work" shall be a collective reference to the CITY RFP and the CONTRACTOR PROPOSAL. The capitalized term "Work" shall be a collective reference to all the various services and tasks referenced in the Scope of Work. 15 Exhibit 2 710

In the event of any conflict or inconsistency between the provisions of the document entitled CITY RFP and the provisions of the document entitled CONTRACTOR PROPOSAL, the requirements of the document entitled CITY RFP shall govern and control but only to the extent of the conflict or inconsistency and no further. In the event of any conflict or inconsistency between the provisions of the Scope of Work and the provisions of this Agreement to which the Scope of Work is attached, the provisions of this Agreement shall govern and control.

B. CONTRACTOR shall provide all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the Work. CONTRACTOR shall perform the Work in accordance with the terms and conditions of this Agreement and in accordance with such other written or verbal directives as may be issued by CITY.

C. By executing this Agreement, CONTRACTOR warrants that CONTRACTOR: (i) has thoroughly investigated and considered the nature of the work, services and tasks to be performed under this Agreement; (ii) has carefully considered how the Work should be performed; and (iii) fully understands the facilities, difficulties, and restrictions attending performance of the services under this Agreement. Should the CONTRACTOR discover any latent or unknown conditions which will materially affect the performance of the services hereunder, CONTRACTOR shall immediately inform the CITY of such fact and shall not proceed, except at CONTRACTOR's risk until written instructions are received from the City Representative as defined herein.

In the event CONTRACTOR ceases to perform the Work agreed to under this Agreement or otherwise abandons any undertaking contemplated herein prior to completion and acceptance of the Work, CONTRACTOR shall deliver to CITY immediately and without delay, all materials, records and other work product prepared or obtained by CONTRACTOR in the performance of this Agreement.

Furthermore, CONTRACTOR shall only be compensated for the reasonable value of the services, tasks and other work performed up to the time of cessation or abandonment, less a deduction for any damages, costs or additional expenses which CITY may incur as a result of CONTRACTOR's cessation or abandonment.

Section 2. Term.

This Agreement shall have a term of three (3) years (hereinafter, the "Term"). The Agreement may be extended by the CITY subject to its same terms and conditions for a maximum of two (2) additional one-year extension terms, provided the CITY issues written notice of its intent to extend the Term of the Agreement prior to the expiration of the initial Term.

Nothing in this Section shall operate to prohibit or otherwise restrict the CITY's ability 16 Exhibit 2 711

to terminate this Agreement at any time for convenience or for cause.

C. CONTRACTOR shall perform the Work continuously and with due diligence.

CONTRACTOR shall cooperate with CITY and in no manner interfere with the work of CITY, its employees or other consultants, contractors or agents.

D. CONTRACTOR shall not claim or be entitled to receive any compensation or damage because of the failure of CONTRACTOR, or its subcontractors, to have related services or tasks completed in a timely manner.

E. CONTRACTOR shall at all times enforce strict discipline and good order among CONSULTANT's employees.

F. CONTRACTOR, at its sole expense, shall pay all sales, consumer, use or other similar taxes required by law.

G. CONTRACTOR shall complete the services within the term of this Agreement, and shall meet any other established schedules and deadlines.

Section 3. Prosecution of Work.

A. CONTRACTOR shall perform the Work contemplated under this Agreement on an as -needed, as requested basis. Nothing in this Agreement shall be construed to grant CONTRACTOR the exclusive right to perform any of the types of services or tasks contemplated under this Agreement nor shall anything in this Agreement be construed to entitle CONTRACTOR to the receipt of any sums under this Agreement, except to the extent CITY requests the performance of any Work in the manner described below and such Work is in fact performed and completed by CONTRACTOR and accepted by CITY.

B. Time is of the essence in the performance of Work under this Agreement, and in the absence of a specific schedule or other instructions from the City Representative, CONTRACTOR shall begin and complete performance of the Work to completion in a timely and a diligently manner as possible.

Section 4. Compensation.

A. CONTRACTOR shall perform all the Work in accordance with the rates set forth in CONTRACTOR's (Date) quote, which is attached and incorporated hereto as Exhibit "C".
17 Exhibit 2 712

B. CONTRACTOR's total compensation during the Term of this Agreement shall not exceed the annual sum of WRITTEN AMOUNT($) (hereinafter, the "Annual Not -to -Exceed Sum"). CONTRACTOR further agrees that the Annual Not - to -Exceed Sum is inclusive of compensation for all labor, materials, tools, supplies, equipment, services, tasks and incidental and customary work necessary to competently perform and timely complete the Work. CONTRACTOR shall have no right or entitlement to any overage contingency sums authorized by the City Council as part of the approval of this Agreement, unless the City Representative authorizes the expenditure of such overage contingency funds in writing in the City Representative's sole and absolute discretion.

C. The Annual Not -to -Exceed Sum will be paid to CONTRACTOR in monthly increments as the Work is completed. Following the conclusion of each calendar month, CONTRACTOR will submit to CITY an itemized invoice indicating the services performed and tasks completed during the recently concluded calendar month, including services and tasks performed and the reimbursable out-of-pocket expenses incurred. Within thirty (30) calendar days of receipt of each invoice, CITY will notify CONTRACTOR in writing of any disputed amounts included in the invoice. Within thirty (30) calendar days of receipt of each invoice, CITY shall notify CONTRACTOR in writing of any disputed amounts included in the invoice. Within forty-five (45) calendar days of receipt of each invoice, CITY shall pay all undisputed amounts included on the invoice.

Section 5. Standard of Care. CONTRACTOR represents, acknowledges and agrees as follows:
a. CONTRACTOR shall perform all work skillfully, competently and to the highest standards applicable to the CONTRACTOR's field;
b. CONTRACTOR represents and maintains that it is skilled in the professional calling necessary to perform the Services;
c. CONTRACTOR shall perform all work in a manner reasonably satisfactory to the CITY;
d. CONTRACTOR 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.). CONTRACTOR's compliance with applicable laws will include, without limitation, compliance with all applicable Cal/OSHA requirements and applicable regulations of the Federal Department of Housing and Urbanization; e. CONTRACTOR understands the nature and scope of the Work to be performed 18 Exhibit 2 713

under this Agreement as well as any and all schedules of performance; All of CONTRACTOR's employees and agents (including but not limited to CONTRACTOR's subcontractors and subconsultants) possess sufficient skill, knowledge, training and experience to perform those services and tasks contemplated under this Agreement;
g.

All of CONTRACTOR's employees and agents (including but not limited to CONTRACTOR'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; and h. CONTRACTOR shall at all times employ such force, plant, materials, and tools as will be sufficient in the opinion of the CITY to perform the Services within the time limits established, and as provided herein. It is understood and agreed that said tools, equipment, apparatus, facilities, labor, and material shall be furnished and said Services performed and completed as required by the Agreement, and subject to the approval of the CITY's authorized representative. The quality of Services shall meet or exceed those standards established by the CITY or the City or County of jurisdiction.

The Parties acknowledge and agree that CONTRACTOR shall perform, at CONTRACTOR's own cost and expense and without any reimbursement from CITY, any services or tasks necessary to correct any errors or omissions caused by CONTRACTOR's failure to comply with the standard of care set forth under this Section or by any like failure on the part of CONTRACTOR's employees, agents, contractors, subcontractors and subconsultants. Such effort by CONTRACTOR to correct any errors or omissions shall be commenced immediately upon their discovery by either Party and shall be completed within seven (7) calendars days from the date of discovery or such other extended period of time authorized by the City Representative in writing and absolute discretion. The Parties acknowledge and agree that CONTRACTOR's acceptance of any work performed by CONTRACTOR or on CONTRACTOR's behalf shall not constitute a release of any deficiency or delay in performance. The Parties further acknowledge, understand and agree that CONTRACTOR has relied upon the foregoing representations of CONTRACTOR, including but not limited to the representation that CONTRACTOR possesses the skills, training, knowledge and experience necessary to perform the Work in a skillful and competent manner equivalent to, the standard of performance generally recognized as being employed by professionals performing the same type of work and services in the State of California. 19 Exhibit 2 714

Section 6. Representatives.
a. City Representative. For the purposes of this Agreement, the contract administrator and CITY's representative shall be Chau Vu, Director of Public Works (hereinafter, the "City Representative"). It shall be CONTRACTOR's responsibility to assure that the City Representative is kept informed of the progress of the performance of the services, and CONTRACTOR 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. Contractor Representative. For the purposes of this Agreement, (Contractor Representative), is hereby designated as the principal and representative of CONTRACTOR authorized to act on its behalf with respect to CONTRACTOR's performance under this Agreement and to make all decisions in connection therewith (the "Contractor Representative"). Notice to the Contractor Representative whether written or verbal shall constitute notice to CONTRACTOR.

The Contractor's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences, and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

Section 7. Contractor's Personnel
a. CONTRACTOR represents that it has, or will secure at its own expense, all personnel required to perform the Work and all other services and tasks necessary for CONTRACTOR to competently and timely complete the improvements contemplated under this Agreement. All work, services and tasks will be performed under CONTRACTOR's supervision, and CONTRACTOR's personnel engaged in the performance of the work, services and tasks contemplated under this Agreement shall possess the qualifications, permits and licenses required by applicable law to perform such work, services and tasks. b. CONTRACTOR shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the Work.

CONTRACTOR shall have the sole obligation to pay for any fees, assessments and taxes, plus applicable penalties and interest, which may be imposed by law and arise from or are necessary for the CONTRACTOR's performance of the Work, and shall indemnify, defend and hold harmless CITY against any such fees, assessments, taxes, penalties, or interest levied, assessed, or imposed against CITY hereunder.
c. CONTRACTOR shall be solely responsible for the satisfactory work performance 20 Exhibit 2 715

of all personnel engaged in performing the Work.
d. In the event that CITY, in its sole reasonable discretion, at any time during the term of this Agreement, desires the removal of any person or persons assigned by CONTRACTOR to perform services pursuant to this Agreement, CONTRACTOR shall remove any such person immediately upon receiving notice from CITY of the desire of CITY for the removal of such person or persons. e. CONTRACTOR shall be responsible for payment of all employees' and subconsultants' wages and benefits and shall comply with all requirements pertaining to employer's liability, workers' compensation, unemployment insurance, and Social Security.

CONTRACTOR shall obtain and maintain during the Agreement term all necessary licenses, permits and certificates required by law for the performance of the Work contemplated under this Agreement.

Section 8. Substitution of Key Personnel. CONTRACTOR has represented to CITY that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, CONTRACTOR may substitute other personnel of at least equal competence upon written approval of CITY. In the event that CITY and CONTRACTOR cannot agree as to the substitution of key personnel, CITY shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the CITY, or who are determined by the CITY to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the CONTRACTOR at the request of the CITY. The key personnel for performance of this Agreement are as follows:

Section 9. Prevailing Wages and General Labor Compliance and Reporting.

A. CONTRACTOR and any subcontractor performing or contracting any portion of the Work shall comply with all applicable provisions of the California Labor Code for all workers, laborers and mechanics of all crafts, classifications or types, including, but necessarily limited to the following:

1. In accordance with California Labor Code Section 1810, eight (8) hours of labor in performance of the Work shall constitute a legal day's work under this Contract. CONTRACTOR and any subcontractor shall pay workers overtime pay (not less than 1 1/2 times the base rate of pay) as required by California Labor Code Section 1815. CONTRACTOR and any subcontractor shall, as a penalty to the CITY, forfeit twenty-five dollars ($25) for each worker employed 21 Exhibit 2 716

in the execution of the contract by the respective contractor or subcontractor for each calendar day during which the worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation to the provisions of Article 3 of Chapter 1 of Part 7, Division 2 of the California Labor Code, which is incorporated by this reference as though fully set forth herein.

2. Pursuant to the provisions of California Labor Code, Sections 1770 et. seq., CONTRACTOR and any subcontractor under CONTRACTOR shall pay not less than the prevailing rate of per diem wages as determined by the Director of the California Department of Industrial Relations. Pursuant to the provisions of California Labor Code Section 1773.2, CONTRACTOR is hereby advised that copies of the prevailing rate of per diem wages and a general prevailing rate for holidays, Saturdays and Sundays and overtime work in the locality in which the work is to be performed for each craft, classification, or type of worker required to execute the Contract, are on file in the office of the District Secretary, which copies shall be made available to any interested party on request. CONTRACTOR shall post a copy of said prevailing rate of per diem wages at each job site.

B. As required by Section 1773.1 of the California Labor Code, CONTRACTOR shall pay travel and subsistence payments to each worker needed to execute the work, as such travel and subsistence payments are defined in the applicable collective bargaining agreements filed in accordance with this Section.

C. To establish such travel and subsistence payments, the representative of any craft, classification, or type of workman needed to execute the contracts shall file with the Department of Industrial Relations fully executed copies of collective bargaining agreements for the particular craft, classification or type of work involved. Such agreements shall be filed within ten (10) days after their execution and thereafter shall establish such travel and payments.

D. CONTRACTOR shall comply with the provisions of Section 1775 of the California Labor Code and shall, as a penalty to CITY, forfeit up to fifty dollars ($50) for each calendar day, or portion thereof, for each worker paid less than the prevailing rate of per diem wages for each craft, classification, or type of worker needed to execute the contract. CONTRACTOR shall pay each worker an amount equal to the difference between the prevailing wage rates and the amount paid worker for each calendar day or portion thereof for which a worker was paid less than the prevailing wage rate. CONTRACTOR is required to pay all applicable penalties and back wages in the event of violation of prevailing wage law, and CONTRACTOR and any subcontractor shall fully comply with California Labor Code Section 1775, which is incorporated by this reference as though fully set forth herein.

Exhibit 2
E. CONTRACTOR and any subcontractor shall maintain and make available for 22 717

inspection payroll records as required by Labor Code Section 1776, which is incorporated by this reference as though fully set forth herein. CONTRACTOR is responsible for ensuring compliance with Labor Code Section 1776 and shall keep accurate payroll records containing all such information as maybe called for under Labor Code Section 1776 and other applicable provisions of State law.

F. CONTRACTOR and any subcontractors shall, when they employ any person in any apprenticeable craft or trade, apply to the joint apprenticeship committee administering the apprenticeship standards of the craft or trade in the area of the work site for a certificate approving CONTRACTOR or subcontractor under the apprenticeship standards for the employment and training of apprentices in the area or industry affected; and shall comply with all other requirements of Section 1777.5 of the California Labor Code, which is incorporated by this reference as though fully set forth herein. The responsibility of compliance with California Labor Code Section 1777.5 during the performance of this contract rests with CONTRACTOR. Pursuant to California Labor Code Section 1777.7, in the event CONTRACTOR willfully fails to comply with the provisions of California Labor Code Section 1777.5, CONTRACTOR shall be denied the right to bid on any public works contract for up to three (3) years from the date noncompliance is determined and be assessed civil penalties.

G. In accordance with the provisions of Article 5, Chapter 1, Part 7, Division 2 (commencing with Section 1860), and Chapter 4, Part 1, Division 4 (commencing with Section 3700) of the California Labor Code, CONTRACTOR is required to secure the payment of compensation to its employees and for that purpose obtain and keep in effect adequate Workers' Compensation Insurance and Employers Liability Insurance. If CONTRACTOR, in the sole discretion of the CITY satisfies the CITY of the responsibility and capacity under the applicable Workers' Compensation Laws, if any, to act as self -insurer, CONTRACTOR may so act, and in such case, the insurance required by this paragraph need not be provided.

CONTRACTOR is advised of the provisions of Section 3700 of the California Labor Code, which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code and shall comply with such provisions and have Employer's General Liability limits of $1,000,000 per accident before commencing the performance of the Work of this Contract. The Notice to Proceed with the Work under this Contract will not be issued, and CONTRACTOR shall not commence the Work, until CONTRACTOR submits written evidence that it has obtained full Workers' Compensation Insurance coverage for all persons whom it employs or may employ in carrying out the Work under this Contract. This insurance shall be in accordance with the requirements of the most current and applicable state Workers' Compensation Insurance Laws. In accordance with the provisions of Section 1861 of the California Labor Code, CONTRACTOR in signing this Contract certifies to the CITY as true the following statement: "I am aware of the provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance 23 Exhibit 2 718

with the provisions of that Code, and I will comply with such provisions before commencing the performance of the work of this contract." A subcontractor is not allowed to commence Work on the project until verification of Workers' Compensation Insurance coverage has been obtained and verified by CONTRACTOR and submitted to the City Engineer for the CITY's review and records.

H. In accordance with the provisions of Section 1727 of the California Labor Code, the CITY, before making payment to CONTRACTOR of money due under a contract for public works, shall withhold and retain therefrom all wages and penalties which have been forfeited pursuant to any stipulation in the contract, and the terms of Chapter 1, Part 7, Division 2 of the California Labor Code (commencing with Section 1720). But no sum shall be withheld, retained or forfeited, except from the final payment, without a full investigation by either the Division of Labor Standards Enforcement or by the CITY.

Section 10. Prohibited Interests. CONTRACTOR warrants, represents and maintains that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, CONTRACTOR 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 CONTRACTOR, 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 11. Independent Contractor.
a. All acts of CONTRACTOR, its agents, officers, subcontractors and employees and all others acting on behalf of CONTRACTOR relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of CITY. CONTRACTOR, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of CITY. CONTRACTOR has no authority or responsibility to exercise any rights or power vested in CITY. No agent, officer, or employee of CITY is to be considered an employee of CONTRACTOR. It is understood by both CONTRACTOR and CITY that this Agreement shall not, under any circumstances, be construed or considered to create an employer -employee relationship or a joint venture. 24 Exhibit 2 719

b. CONTRACTOR, its agents, officers, subcontractors and employees are and, at all times during the term of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of CITY. c. CONTRACTOR shall determine the method, details and means of performing the Work. CONTRACTOR shall be responsible to CITY only for the requirements and results specified in this Agreement and, except as expressly provided in this Agreement, shall not be subjected to CITY's control with respect to the physical action or activities of the CONTRACTOR in fulfillment of this Agreement.

CONTRACTOR has control over the manner and means of performing the services under this Agreement. CONTRACTOR is permitted to provide services to others during the same period as it provides services to CITY under this Agreement. If necessary, CONTRACTOR has the responsibility for employing other persons or firms to assist CONTRACTOR in fulfilling the terms and obligations under this Agreement.
d. If in the performance of this Agreement any third persons are employed by CONTRACTOR, such persons shall be entirely and exclusively under the direction, supervision, and control of CONTRACTOR. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the CONTRACTOR.
e. It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONTRACTOR nor CONTRACTOR'S assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of CITY in any capacity whatsoever as an agent, or to bind CITY to any obligation whatsoever.

As an independent contractor, CONTRACTOR hereby indemnifies and holds CITY harmless from any and all claims that may be made against CITY based upon any contention by any third party that an employer -employee relationship exists by reason of this Agreement.

Section 12. Conflicts of Interest. CONTRACTOR 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 CONTRACTOR in connection with this project. CONTRACTOR 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.

CONTRACTOR agrees that a clause substantially similar to this Section shall be 25 Exhibit 2 720

incorporated into any sub -contract that CONTRACTOR executes in connection with the performance of this Agreement.

Section 13. Non -Discrimination. During the performance of this Agreement, CONTRACTOR and its subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, physical handicap, medical condition, marital status, age (over 40) or set.

CONTRACTOR and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

CONTRACTOR and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code, Section 12990 et seq.) and the applicable regulations promulgated hereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12990, set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. CONTRACTOR and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. This CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under this Agreement.

Section. 14. Indemnification.
a. To the fullest extent permitted by law, CONTRACTOR hereby agrees, at its sole cost and expense, to defend, protect, indemnify, and hold harmless CITY and CITY's elected and appointed officials, officers, attorneys, agents, employees, volunteers, successors, and assigns (collectively "Indemnitees") from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, expenses, judgments, penalties, liens, and losses of any nature whatsoever, including fees of accountants, attorneys, or other professionals and all costs associated therewith (collectively "Liabilities"), arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to any act, failure to act, error, or omission of CONTRACTOR or any of CONTRACTOR's officers, agents, servants, employees, subcontractors, materialmen, suppliers or their officers, agents, servants or employees, arising or claimed to arise, directly or indirectly, out of, in connection with, resulting from, or related to this Agreement and the performance or failure to perform any term, provision, covenant, or condition of the Agreement, including this indemnity provision. This indemnity provision is effective regardless of any prior, concurrent, or subsequent active or passive negligence by CONTRACTOR and shall operate to fully indemnify Indemnitees against any such negligence. This indemnity 26 Exhibit 2 721

provision shall survive the termination of the Agreement and is in addition to any other rights or remedies which Indemnitees may have under the law or elsewhere under this Agreement. Payment is not required as a condition precedent to an Indemnitee's right to recover under this indemnity provision, and an entry of judgment against any one or more of the Indemnitees shall be conclusive in favor of the Indemnitees' right to recover under this indemnity provision.

CONTRACTOR shall pay Indemnitees for any attorney's fees and costs incurred in enforcing this indemnification provision. Notwithstanding the foregoing, nothing in this instrument shall be construed to encompass (a) Indemnitees' sole negligence or willful misconduct to the limited extent that the underlying Agreement is subject to Civil Code § 2782(a), or (b) the contracting public agency's active negligence to the limited extent that the underlying Agreement is subject to Civil Code § 2782(b). This indemnity is effective without reference to the existence or applicability of any insurance coverage(s) which may have been required under the Agreement or any additional insured endorsements which may extend to Indemnitees. Accountants, attorneys, or other professionals employed by Indemnitor to defend Indemnitees shall be selected by Indemnitees.

CONTRACTOR, on behalf of itself and all parties claiming under or through it, hereby waives all rights of subrogation and contribution against the Indemnitees, while acting within the scope of their duties, from all claims, losses and liabilities arising out of or incident to activities or operations performed by or on behalf of the Indemnitor regardless of any prior, concurrent, or subsequent active or passive negligence by the Indemnitees.
b. CONTRACTOR's obligations under this or any other provision of this Agreement will not be limited by the provisions of any workers compensation act or similar act.

CONTRACTOR expressly waives its statutory immunity under such statutes or laws as to the Indemnities.
c. CONTRACTOR agrees to obtain executed indemnity agreements with provisions identical to those in this Section from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. In the event CONTRACTOR fails to obtain such indemnity obligations for the benefit of CITY, CONTRACTOR agrees to be fully responsible and indemnify, hold harmless and defend CITY, its officers, agents, employees and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged, intentional, reckless, negligent or otherwise wrongful acts, errors or omissions of CONTRACTOR or any of its officers, employees, servants, agents, subcontractors, volunteers or any other person or entity involved by, for, with or on behalf of CONTRACTOR in the performance of this Agreement. Such costs and expenses shall include reasonable attorneys' fees incurred by counsel of CITY's choice.
d. CITY does not, and shall not; waive any rights that it may possess against 27 Exhibit 2 722

CONTRACTOR because of the acceptance by CITY, or the deposit with CITY, of any insurance policy or certificate required pursuant to this Agreement. This hold harmless and indemnification provision shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense. CONTRACTOR agrees that CONTRACTOR's covenant under this Section shall survive the termination of this Agreement.
e. CONTRACTOR shall fully comply with the workers' compensation laws regarding CONTRACTOR and CONTRACTOR's employees. CONTRACTOR further agrees to indemnify and hold CITY harmless from any failure of CONTRACTOR to comply with applicable workers' compensation laws. CITY shall have the right to offset against the amount of any fees due to CONTRACTOR under this Agreement any amount due to CITY from CONTRACTOR as a result of CONTRACTOR's failure to promptly pay to CITY any reimbursement or indemnification arising under this Section.

Section 15. Insurance.
a. CONTRACTOR shall at all times during the term of this Agreement carry, maintain, and keep in full force and effect, insurance as follows:

4. Commercial General Liability Insurance with minimum limits of One Million Dollars ($1,000,000) for each occurrence and in the aggregate for any personal injury, death, loss or damage.

5. Automobile Liability Insurance for any owned, non -owned or hired vehicle used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per accident for bodily injury and property damage.

6. Worker's Compensation insurance as required by the State of California. b. CONTRACTOR shall require each of its sub -consultants or sub -contractors to maintain insurance coverage that meets all of the requirements of this Agreement. c. The policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VII in the latest edition of Best's Insurance Guide.
d. CONTRACTOR agrees that if it does not keep the insurance required in this 28 Exhibit 2 723

Agreement in full force and effect, CITY may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY may take out the necessary insurance and pay, at CONTRACTOR'S expense, the premium thereon.
e. Prior to commencement of work under this Agreement, CONTRACTOR shall file with CITY's Risk Manager a certificate or certificates of insurance showing that the insurance policies are in effect and satisfy the required amounts and specifications required pursuant to this Agreement.

CONTRACTOR shall provide proof that policies of insurance expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverages.
g.

The general liability and automobile policies of insurance shall contain an endorsement naming CITY, its elected officials, officers, agents, employees, attorneys, servants, volunteers, successors and assigns as additional insureds.

All of the policies shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty (30) days' prior written notice to CITY.

CONTRACTOR agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions.
h. All policies of Commercial General Liability and Automobile Liability insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the CITY, its officials, officers, employees, agents, or volunteers shall not contribute with this primary insurance. Policies shall contain or be endorsed to contain such provisions.

All insurance coverage provided pursuant to this Agreement shall not prohibit CONTRACTOR, and CONTRACTOR's employees, agents, subcontractors, or volunteers from waiving the right of subrogation prior to a loss. CONTRACTOR hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents and volunteers.

Any deductibles or self -insured retentions must be approved by CITY. At the option of CITY, CONTRACTOR shall either reduce or eliminate the deductibles or self -insured retentions with respect to CITY, or CONTRACTOR shall procure a bond guaranteeing payment of losses and expenses.
k. If CONTRACTOR is a Limited Liability Company, general liability coverage must be amended so that the Limited Liability Company and its managers, affiliates, employees, agents, and other persons necessary or incidental to its operation are insureds.
29 Exhibit 2 724

I. Procurement of insurance by CONTRACTOR shall not be construed as a limitation of CONTRACTOR's liability or as full performance of CONTRACTOR's duties to indemnify, hold harmless and defend under Section 15 of this Agreement. m. In the event any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced immediately so as to avoid a lapse in the required coverage, CITY has the right but not the duty to obtain the insurance it deems necessary and any premium paid by CITY will be promptly reimbursed by CONTRACTOR or CITY will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, CITY may cancel this Agreement effective upon notice.
n. CITY reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Section 16. Records and Inspection. CONTRACTOR shall keep, and require subcontractors to keep, such books and records as shall be necessary to document the performance of the Work and enable the CITY to evaluate the performance of the Work.

The Contract Officer shall have full and free access to such books and records at all times during normal business hours of CITY, including the right to inspect, copy, audit, and make records and transcripts from such records. Such records shall be maintained for a period of four (4) years following completion of the services hereunder, and the CITY shall have access to such records in the event any audit is required.

Section 17. Termination.
a. Termination for Convenience. CITY may immediately terminate this Agreement for convenience, without cause and without penalty or liability at any time upon the issuance of written notice to CONTRACTOR specifying the effective date of such termination. Such termination for convenience shall be made in writing signed by either the City Representative, the City Manager or the Assistant City Manager.

CONTRACTOR may only terminate this Agreement for cause. 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 30 Exhibit 2 725

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 in this Section 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) CONTRACTOR'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) CONTRACTOR'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 CONTRACTOR, whether voluntary of involuntary; (iv) CONTRACTOR'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 CONTRACTOR relating to this Agreement is false or erroneous in any material respect, including any statement, representation or warranty set forth in the Equipment Specifications.

1. CONTRACTOR shall cure the following Event of Defaults within the following time periods:
i. Within three (3) business days of CITY's issuance of a Default Notice for any failure of CONTRACTOR to timely provide CITY or CITY's employees or agents with any information and/or written reports, documentation or work product which CONTRACTOR is obligated to provide to CITY or CITY's employees or agents under this Agreement.

Prior to the expiration of the 3 -day cure period, CONTRACTOR may submit a written request for additional time to cure the Event of Default upon a showing that CONTRACTOR has commenced efforts to cure the Event of Default and that the Event of Default cannot be reasonably cured within the 3 -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 seven (7) calendar days from the end of the initial 3 -day cure period; or ii. Within thirty (30) 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 30 -day cure period, CONTRACTOR may submit a written request for additional time to cure the Event of Default upon a showing that CONTRACTOR 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 shall be under no obligation to grant additional time for the cure of an 31 Exhibit 2 726

Event of Default under this subsection that exceeds thirty (30) calendar days from the end of the initial 30 -day cure period.

If an Event of Default relates to a material falsehood or misrepresentation set forth in Exhibit B 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.

2. Except as otherwise specified in this Agreement, CITY shall cure any Event of Default asserted by CONTRACTOR within thirty (30) calendar days of CONTRACTOR's issuance of a Default Notice, unless the Event of Default cannot reasonably be cured within the 30 -day cure period. Prior to the expiration of the 30 -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 30 -day cure period. The foregoing notwithstanding, an Event of Default dealing with CITY's failure to timely pay any undisputed sums to CONTRACTOR shall be cured by CITY within five (5) calendar days from the date of CONTRACTOR's Default Notice to CITY.

3. CITY, in its sole and absolute discretion, may also immediately suspend CONTRACTOR's performance under this Agreement (or the performance of any specific task or function performed by CONTRACTOR under this Agreement) pending CONTRACTOR's cure of any Event of Default by giving CONTRACTOR written notice of CITY's intent to suspend CONTRACTOR'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, CONTRACTOR shall be compensated only for those services and tasks which have been rendered by CONTRACTOR 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.

4. 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.
32 Exhibit 2 727

5. 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:
i. Upon written notice to CONTRACTOR, the CITY may immediately terminate this Agreement in whole or in part;
ii. Upon written notice to CONTRACTOR, the CITY may extend the time of performance;
iii. The CITY may proceed by appropriate court action to enforce the terms of the Agreement to recover damages for CONTRACTOR's breach of the Agreement or to terminate the Agreement; or
iv. The CITY may exercise any other available and lawful right or remedy.

CONTRACTOR shall be liable for all legal fees plus other costs and expenses that CITY incurs upon a breach of this Agreement or in the CITY's exercise of its remedies under this Agreement.

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

7. 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 18. Force Majeure. The Completion Date shall be extended in the event of any delays due to unforeseeable causes beyond the control of CONTRACTOR and 33 Exhibit 2 728

without the fault or negligence of CONTRACTOR, including but not limited to severe weather, fires, earthquakes, floods, epidemics, quarantine restrictions, riots, strikes, freight embargoes, wars, litigation, and/or acts of any governmental agency, including the CITY, if the CONTRACTOR shall within three (3) calendar days of the commencement of such delay notify the City Representative in writing of the causes of the delay. The City Representative shall ascertain the facts and the extent of delay, and extend the time for performing the services for the period of the enforced delay when and if in the judgment of the City Representative such delay is justified. The City Representative's determination shall be final and conclusive upon the parties to this Agreement. In no event shall CONTRACTOR be entitled to recover damages against the CITY for any delay in the performance of this Agreement, however caused, CONTRACTOR'S sole remedy being extension of the Agreement pursuant to this Section.

Section 19. 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 CONTRACTOR's 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:

City of Bell Gardens
7100 S. Garfield Ave.

Bell Gardens, California 90201
Attn: Chau Vu, Public Works Director
With a courtesy copy to:

Rick Olivarez,
Olivarez Madruga Lemieux O'Neill, LLP
500 S. Grand Ave. Floor 12
Los Angeles, CA 90071
Telephone: (213)744-0099
Facsimile: (213)744-0093
If to CONTRACTOR:

CONTRACTOR NAME

ADDRESS
Attn: CONTACT NAME
Phone:

Section 20. Prohibition. CONTRACTOR shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without CITY's prior written consent, 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 CONTRACTOR. 34 Exhibit 2 729

Section 21. Attorney Fees. In the event that CITY or CONTRACTOR 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 CONTRACTOR 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 CONTRACTOR.

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 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. 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 26. 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]
35 Exhibit 2 730

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed the day and year first appearing in this Agreement, above.

CITY OF Bell Gardens, a municipal CONTRACTOR NAME
corporation
By:

Michael B. O'Kelly
City Manager
Date:

APPROVED AS TO FORM:

By:

Rick Olivarez
City Attorney
Date:

By:

Name:

Title:
36 Date:

Exhibit 2 731

EXHIBIT "A"

CITY RFP
37 Exhibit 2 732

EXHIBIT "B"

CONTRACTOR PROPOSAL
38 Exhibit 2 733

EXHIBIT "C"

CONTRACTOR QUOTE
39 Exhibit 2 734

EXHIBIT "B"

CONTRACTOR PROPOSAL
21 Exhibit 2 735

"The Crossing Guard Company"
A Proposal for
City of Bell Gardens
Public Works Department
Crossing Guards Services
October 29, 2020
Presented by
Exhibit 2
10440 Pioneer Boulevard, Suite 5, Santa Fe Springs, CA 90670 OFFICE PHONE: 800.540.9290 FAX: 310.202.8325
EMERGENCY DISPATCH: 877.363.2267
www.thecrossin� guardcompany. corn

Introduction
Exhibit 2 737

October 26, 2020
City of Bell Gardens
Public Works Department
Crossing Guard Services
8327 South Garfield Ave., Bell Gardens, CA 90201
Dear Chau Vu:

On behalf of All City Management Services, Inc. (ACMS), I would like to express our sincere appreciation for the potential opportunity to continue to serve the City of Bell Gardens Crossing Guard Program. We are proud to have served the community of Bell Gardens for the past twenty- nine years.

We have received the Notice Inviting Proposals. I have reviewed the Proposal Instructions, Scope of Work, Sample Services Agreement and Addenda. We agree to the terms and conditions set forth with exception to Sample Services Agreement Sections 4 — Compensation and 11 — Indemnification.

Please see our proposed modifications on our Exceptions Page included in our response.

Please note with the State of California Minimum Wage increasing annually through January of 2023, we will increase guard wages annually and this will be reflected in our pricing. Additionally as you may be aware, the State of California has a Labor Law pertaining to individuals who work a split -shift called "Split -Shift Differential" which entitles those individuals to be compensated at a minimum, an additional hour at the minimum rate of pay. Based on labor market conditions we plan to compensate the guards in this program an additional 1.5 hours per day. Our management of the City of Bell Gardens Crossing Guard program provides us a unique understanding of how to maintain a consistent workforce. Providing compensation that exceeds the "minimums" has allowed ACMS to hire and retain the qualified personnel needed for this position. We shall determine the coverages times based upon bell schedules and sub-sequent changes and our pricing will be in compliance with state requirements. Please see our attached pricing.

Our goal is simple, to continue to relieve the City of Bell Gardens of the day to day responsibilities of managing a Crossing Guard Program. As your full services contractor, we have assumed complete responsibility for the day to day operations of the Bell Gardens Crossing Guard program. This includes recruitment, background clearance, hiring, training, equipment, payroll, supervision, and management of the program.

Exhibit 73

We maintain local supervision, alternate guards, a paging system, and a 24 -hour 800 number to ensure adequate response and immediate back-up for any Crossing Guard absent from duty for any reason. We also establish communication with each school to ensure proper scheduling.

We have become the nation's largest provider of private crossing guards as a result of our singular focus to this industry as well development of benchmark training. This includes our "Employee Handbook for School Crossing Guards" which details our Job Requirements, the initial and ongoing Training we provide, including our Site Evaluations, our Rules of Conduct, Crossing Guard of the Year recognition and the Certification Requirements for all ACMS Crossing Guards.

We h are certainly excited about the possibility of again providing Crossing Guard services for the City of Bell Gardens. If you have any questions, please feel free to contact me at 800 540-9290 Harlan Sims
Director of Marketing
[email protected]
Exhibit 2 739
10440 Pioneer Blvd Suite ° r °" ° Springs, Ca ° 310-202-8284 ° 800-540 92 0 ° F'AX 310

Qualifications
Exhibit 2 740

Statement of Qualifications / Experience
All City Management Services, Inc. (ACMS) Serving over 250 cities, counties, and school districts, we have successfully privatized and exclusively provided Crossing Guard services for over 34 years. ACMS currently employs over 6,500 Crossing Guards who are supported by over 150 locally assigned Area Supervisors and second level management. We have experience managing small programs (19 or less), mid -sized programs (20 to 99) and large programs in excess of 100 Crossing Guards.

Our ability to operate and manage the City of Bell Gardens Crossing Guard program is supported by our success operating the Bell Gardens program and with similar programs in Southern California, a few of these programs include: City of South Gate, City of Paramount, Norwalk -La Mirada School District, City of Downey, City of Artesia, City of Whittier, City of Bellflower, City of Huntington Park, City of Lomita, City of Los Alamitos, City of Lynwood, City of Montebello, City of San Gabriel, City of San Marino, City of Temple City, Los Angeles Office of Education and many others.

Another defining component that distinguishes ACMS as the industry leader is our focus on providing School Crossing Guard services. We are not a security guard company with a few clients based upon a low-cost offering. Our singular area of service; "School Children Safety" enables all of our resources to be devoted to the development and delivery of programs that provide exceptionally high safety standards and client satisfaction. It should be noted that ACMS has never lost a client agency due to the level of service provided.

It should be noted that ACMS has never lost a client agency due to the level of service provided.

Exhibit 2 741

Y

COMPANY PROFILE
All City Management Services, Inc. (ACMS), is a California based Corporation founded in 1985.

We are the largest provider of School Crossing Guard services, managing both large and small Crossing Guard Programs. We currently have over 6,500 employees dedicated to safety, serving cities, towns, communities, schools, and school districts nationwide.

One defining issue that distinguishes ACMS is that we are the only company that exclusively provides School Crossing Guard Services. It is our commitment to limiting the scope and focus of the company to School Crossing Guards that has helped us emerge as "The Crossing Guard Company". We have successfully privatized the Crossing Guard programs for over 250+ agencies.

Ultimately our clients become the beneficiaries of our single-minded approach toward this industry.

The heart of our business is in assuming responsibility for the task and challenges of conducting a successful Crossing Guard Program. Toward that end, in our typical contractual arrangement we assume responsibility for; recruitment, local hiring, background clearance compliant with Department of Justice standards, initial and ongoing training, payroll and administrative support functions, coordination of assigning qualified substitutes during absences, local supervision, complaint investigation and resolution, communicating with schools and site safety inspections.

One of the benefits we bring to any agency is our expertise in overseeing a seamless transition from public to private management of the program. The continuity of the Crossing Guards' employment is a key component of a seamless transition. We value the experiences and understanding of the Crossing Guards currently working in each program we manage. Much of our success with individual programs is a result of the experience and knowledge these Crossing Guards bring to our management.

With over 34 years of experience, ACMS leads the Crossing Guard Industry in the development of Crossing Guard standards for training, supervision, and safety.

Each program we have taken on has brought a unique set of issues and challenges. The heart of our success has been our ability to articulate these challenges and experiences into our training, policies, and procedures to benefit all Crossing Guards in all the cities, towns, and communities we service.

All City Management Services, Inc. has not lost a client agency due to failure or refusals to complete a contract and has not lost a client agency due to the level of service provided. ACMS nor its principals, directors, or officers nor majority stakeholders have ever voluntarily filed for or put into bankruptcy or has ever been declared bankrupt. ACMS has never had an interest controlling or non - controlling another entity,.

Exhibit 2 742

President & Genera l Ma nager
Baron Farwell
Comptro ller
Frank Luna
Payroll Mgr. / Payroll
Reps
Billing Reps
Accou nts Receivable
Expense Management
Accounts Payable
Client Satisfaction
V.P. of O perations
Patricia Pohl
Regio nal Support
Ma nager
Regional Mangers
Crossing Guards
Client Satisfaction
Director of Marketing
Harlan Sims
Marketing Associate
Marketing Assistant
Business Development/
Contr acting
Client Satisfacti on
Direct or, Admin Services
D. Farwell
Office Assistants
HR C oordi nator
Vend or Relationships
In ventory
Insurance
Client Satisfaction
10440 Pioneer Blvd ., Ste . #5, Santa Fe Springs, CA 90670 • 800-540-9290 • F AX 310-202-8325

Approach and anagement Plan
ACMS employs a Team Concept of management which results in efficient field operations as well as providing a multifaceted response to potential problems. The Vice President of Operations and Regional Support Manager work together (with input from City of Bell Gardens) to establish specific program objectives and expectations. These Senior Managers then work directly with your Regional/Program Manager and Area Supervisor to implement the management plan.

The Program Manager along with your local Area Supervisor; has responsibility for the direct management of the Crossing Guards and together they will continue to ensure City of Bell Gardens operational expectations are met. Standards and expectations are communicated to Crossing Guards personally by their local supervisor so as to allow the employee a better understanding of the decision -making process. This helps reduce confrontational attitudes by establishing and enhancing the common goal of providing for the safety of school children.

Crossing Guard performance and compliance with safety standards will continue to be accomplished through regular site visits by the local Area Supervisor and Program Manager.

In addition to verbal training and counseling, these managers are supported by the use of Field Training Check Lists (attached), Field Training Cards (attached), Site Performance Evaluations (attached), independent Field Observations and a professionally produced Crossing Guard Safety DVD. Reports of satisfactory completion of all levels of training and ongoing safety reviews will be summarized and available to the City of Bell Gardens representative.

Background checks will be completed on all potential employees as allowed by California state law. Successful completion of the background check, Social Security verification via E -Verify is required prior to the employee being hired. ACMS will comply within the Equal Employment Opportunity Commission guidelines when making hiring decision based on criminal records.

After pre hire screening ACMS may conduct random field testing for drugs and or alcohol when use is suspected or at the discretion of management. ACMS has a strict policy on Drug and Alcohol abuse. This policy is included in our Employee Manual.

Internal minimum passing standards along with City of Bell Gardens established standards would prevent any person from working as a Crossing Guard for the program who has been convicted of any crime of moral turpitude or a crime against children, including, but not limited to:
• Conduct in violation of California Penal Code or which requires registration under California Penal Code
• Conduct which requires registration under California Health and Safety Code.

Exhibit 2 744

• Any offense involving the use of force or violence upon another person. • Any offense involving theft, fraud, dishonesty, or deceit. • Any offense involving the manufacture, sales, possession or use of a controlled substance
• Conspiracy or attempt to comment any of the aforementioned offenses. • Any registered sex offender or narcotics offender.

Summary reports of background clearance on employees within the City of Bell Gardens Crossing Guard program will be regularly available to the City.

ACMS will investigate all public complaints concerning crossing guard services. All incidents shall be reported to City within two (2) hours to advise the nature of complaint. ACMS shall furnish a written report within five (5) business days after the date of the incident, which includes the course of action/remedy/resolution of said complaint.

Communications with individual school sites is facilitated by the Field Supervisor. Personal visits are made regularly (minimum quarterly) to each school site in an effort to develop relationships with staff and establish a collaborative environment for information exchange.

Calendars and bell schedules are obtained for each school both at the beginning of the school year and periodically throughout the year. Key school personnel are supplied with appropriate contact information (business cards) and reminded to inform ACMS of any changes.

Additionally, schools are provided with large magnets which can be easily displayed making contact information effectively available to all staff. The email address of the Office Manager is also obtained which enables ACMS . + inistrative support staff to regularly contact each school and proactively solicit information regarding potential schedule changes.

The establishment of accurate and responsive shift times is critical to the effectiveness of Crossing Guard services. Sites further from the school would be expected to start earlier in the morning and finish later in the afternoon. These staggered shifts effectively address the time it takes for students to walk from a remote location to the school site (or vice versa in the afternoon) and optimize the protected periods. Additionally, locations are continually monitored for actual pedestrian traffic patterns enabling a better understanding of site needs and any potential deviation from established guidelines.

ACMS Area Supervisors are in the field daily when crossings are covered by the guards and they ensure all guards arrive on time and are ready for duties as scheduled. ACMS is in the final stages of developing an application (App) that will monitor guard attendance via cellphone and will improve efficiency in our timekeeping.

Exhibit 2 745

All City Management Services, Inc.

FIELD TRAINING CHECK LIST
As an Adult School Crossing Guard for ACMS, you must gain complete understanding and working knowledge of each item listed. You are required to ask questions and/or practice each procedure until you are able to perfouu the task from memory.

Initial
A. SCHEDULING
�.r

1. Must request time off as so ssible but no later than 48 hours in advance. a. Emergencies with k �� alitn hours notice will be charged and documented as an absence. Excess absences will result in disciplinary action. b. When requests �tt�ti tin advance OR an emer enc\) you may NOT leave a message --- you must sneak with someone.

2. Alternates must part they art"he days e NOT available for work to their supervisor p p no later than noon Friday of the previous week.

3. Must report to work on time and remain at their location for the entire scheduled shift a. Zero tolerance policy for arriving late or leaving early.

B. PERSONAL CONDUCT

1. Must wear company high visibility hat with compan: logo.

2. Must alwaprs be in paroper uniform including clean vest, proper shoes and clothing, whistle, ID badge.

3. Must be alert, attentive and 4. Must demonstrate the iible at strenintersection strength andagility at all timeswhileiob safely. Abl. Noe phone, no reading, no visitors, etc. necessary g p y to raise and hold stop sign over head repeatedly, able to step off from and onto curb easily, able to consistently_ walk safely at a rate of 4 feet per second.

C. PROCEDURES

1. Must cross all peds who will allow themselves

2. Must ive safety instructions to all peds who approach crosswalk. a. Same side of street: look at peds and ask them to please wait on the curb until called / look both b. O.)::aosite side of street: must

3. Must always attempt to hold all show
to the curb until anguard has control wait until called stop t
P_......� peds -------------------- -- --- - the crosswalk. a. Same side of street: following verbal instructions, use arms and stop sign as "gates" to hold peds to curb b. Opposite side of street: get attention of reds and hold up free hand in stop signal, ask them to "^lease wait"

4. If peds do not comply with first instruction to wait, must make second attempt b. Opposite side of street: continue to hold u /free hand, show stop signal and continue to give instructions to wait. tons to wait a. Same side of street: when step pint off curb turn back to pedestrians, show stop signal with free hand and a sin „give instruct

5. Must wait for prompt signal or adequate break in traffic before starting the cross.

6. Must group pedestrians before crossing using intervals similar to those of a traffic signal ro

7. Must use a two-handed cross with free hand extended in STOP signal to control pedestrians and vehicles. Pay special attention to the Danger Zones presented by turning vehicles
Must look left right -left for vehicles before stepping from curb. Don't just use y our e‘ es; turn your head - SEARCH

9. Must brin all tedestrians into the street with voice signal only tno hand signals to move forward).

10. Must enter the intersection far enough to assume and maintain control over vehicles. Discuss right turns urn loudly and from in lanes away from
guard's position, controlled vs. non -controlled intersections, traffic signals vs. stop signs. 11 Must maintain position primarily at edge of the crosswalk nearest to and facing the center of the intersection.

12. Must continue to guard against vehicles approaching or entering the crosswalk during the entire cross. a. Turn body toward moving vehicles and show faceVof stop sign, b. Use whistle to get motorists attention if necessary.

13. Must have all peds safely on the sidewalk before leaving intersection. Pay special attention to vehicles that still provide a threat on opposite side of street (moving forward or maktn; right turns) 14 Must hold the STOP sign high above head for entire time in the crosswalk. guard any signal other than STOP.

15. Must not direct traffic Under no circumstances may show motorists

16. Must control the use of bicycles, scooters, skateboards and/or rollerblades by students prior to their entering the crosswalk. a. Individuals on bicycles a proachin crosswalk on the sidewalk (either side of street) must be asked to walk bikes across street. b. Individual on skateboards must be asked to carry the skateboard across the street. eh. Mav cross safely if reeds fo :your safety instructions crossing.
c. Individuals on roller blades must be asked to skate slow enough to remain within the protection zone of the guard.

L 17. Whistle is to be used for emergency `t or of vehicles and/or pedestrians use only one long loud blast to signal STOP.

My initials on the check list aboy $ signature below indicate I have reviewed the outlined policies and procedures, had the opportu a my questions answered and understand my responsibilities to perform these duties, Additionally, I and&rstad there is a zero tolerance policy for reporting to work late or leaving my post early, PRINT Name
Exhibit 2
SIGN Name
746
City/Department Date
REV: 00S7 13

A T T
CITY M ANAGEMENT SERVICES, INC.

FIEL D TR AINING C AR D

1. Cr oss all pedestrians who allow you to cross them safely. If they follow your i nstructions; they can be crossed safely .

2. Give all pedestrians instructions to wait until called.

3. Give all pedestria ns instructions to lo ok both ways .

4. Give students instructions to walk bikes, skateboards, etc.

5. Wait for ped signal oreak in traffic before lea vi ng curb .

6. Look LEFT-RIGHT-LEFefore leaving curb .

7. Be fore leaving the curies g ds verbal instructions to wait u ntil called. Also hold up youtCe bprid in a STOP command to all peds including those on opit4id e of the street .

8. As you leave the curb, turn toed§ "- ds A GAIN and repeat instru ctions to wait. Continue talho STOP command to all peds including those on opposite side of street .
_. When safe to do so; bring pedestrians into crosswalk with verbal comman d on ly- no had signals to move forward.

10. Maintain position primarily along the edge of the crosswalk ne arest to and facing the cente r of intersection.

11. A lways u se two-handed cross with sign over head and free ha nd extended horizontally an d showing the STOP signal .

12. Prevent vehicles from entering crosswalk with extra attentio n to the dan gers of v ehicles that are tu rn in g.

13. Co ntinu e to keep the cro sswa lk secured un til all peds have reached the safety of the side wa lk_

14. U se whistle for EMERG ENCY only — one long LOUD blast.

I5. N ever direct traffic — all visible signals must be STOP o nly.

R EV : 8-09
AL L CITY MANA GEMENT SERVICES, INC.
"The Crossing Gu ard C ompany "
T oll Free: 1-800-540-9290

YOU MUST KEEP THIS FIEL D TRAININ G
CARD WITH YOU A ND REFER TO IT OFTEN.

YOUR SUPE RVIS OR'S N AME:

Y OUR S UPERVISOR'S -1'Z ONE NUMBER:

If you experience an emerge ncy and yo u cannot reach
Your supervisor, you must co nt act the m ain office at the number above.

All City Management Services, Inc.

SITE PERFORMANCE EVALUATION
Status: REG ALT
EMPLOYEE NAME (Prin
City / Dept Code
S = SELDOM: Employee seldom performs the task at an acceptable level to meet position standards.

Imme l to improvement in performance is mandatory.

U = USUALLY: � ye usually performs the task at an acceptable level to meet position standards. nce demonstrates understanding of duties but improvement is necessary.

A = ALWAY§:„oemployee consistently performs the task at a level that meets position standards.

Performance is fully acceptable and demonstrates commitment to duties Must achieve and maintain a "Yes" grade indicating full compliance with items 1-5 in Section A: Mandatory Compliance.

Must achieve and maintain minimum of "Usually" grade in Section B, C and D. Failure to achieve and maintain these grades will result in further disciplinary action up to and including termination of employment.

A. MANDATORY COMPLIANCE must score YES on 1-5 or receive mandatory disciplinary action NO YES

1. Does guard cross all pedestrians who will allow themselves to be crossed safely?

2. Does guard attempt to hold all peds to curb on both sides of the street until guard takes control of the crosswalk? Does guard make second attempt to hold to the curb those peds who do not comply with the first attempt? Does guard enter the intersection far enough to assume and maintain control of the crosswalk?

5. Is guard alert, attentive (no phone, reading, visitors, etc) and at the crosswalk when not actively crossing? B. PEDESTRIAN CONTROL

1. Does guard give all peds clear instructions to wait until called and to look both ways before leaving the curb

2. Does guard control use of bicycles, scooters, skateboards and/or rollerbiades in crosswalk?

3. Does guard refrain from using hand signals (other than stop) and give only voice commands to peds?

4. Does guard have all peds safely on the sidewalk before giving up control of the crosswalk? C. INTERSECTION CONTROL
__r.__...._._

1. Does guard wait for prompt signal or adequate break in traffic before starting the cross?

2. Does guard look left -right -left for vehicles before stepping from curb?

3. Does guard continue to look in all directions for vehicles approaching the crosswalk during the entire cross?

4. Does guard maintain position primarily at edge of the crosswalk nearest to and facing center of intersection?

5. Does guard use two-handed cross with free hand extended in STOP signal to control peds and vehicles?

6. 7.

Does guard hold the STOP sign high above their head for entire time they are in the intersection? Does guard refrain from directing traffic under all circumstances? D. PERSONAL CONDUCT

1. Does guard wear company -issued hat with logo?
Does guard otherwise conform with proper uniform (clean/closed vest, ID badge, proper shoes and clothin

3. Does guard give adequate notice in advan :e of requesting time off?

4. Does guard demonstrate the necessary strength and agility to perform job safely? COMMENTS:

S
I have discussed my performance scores with my evaluator. I understand that if I disagree with my scores, I may submit a letter to the Main Office stating my objections (see Employee Handbook for further details).

Employees Signature
Date
Evaluator's Signature
U A
Date
iNInn On this date my evaluator and I discussed the potential for trip and fall injuries and I was reminded to always use the curb cuts.

I understand I should periodically check for potential safety hazards and report them to my supervisor and/or complete and submit the injury and Illness Prevention Program form supplied in my Emplocee Handbook.

Exhibit 2
748
REV: 8 11

Recruitment and Staffing
ACMS Managers will continue to assess the staffing needs of the City of Bell Gardens on an ongoing basis. We will focus further recruitment efforts in the geographical areas where additional Crossing Guards will be needed.

We have developed a comprehensive plan for recruitment of new Crossing Guards. As a part of our Staffing strategy we encourage a very aggressive recruitment program. We utilize soft advertising, local media advertising, targeted flyers, on -site solicitation, school flyers and employee referral bonuses as parts of our overall recruitment strategy.

We often work closely with school districts in some of our recruitment drives.

Our ability to effectively staff a Crossing Guard Program remains a fundamental benefit that ACMS brings to most Crossing Guard Programs. Staffing sites is one of the primary responsibilities of the Area Supervisors. They are trained to continuously recruit and train prospective Crossing Guards. New recruits are first processed and submitted to the Department of Justice for background clearance.

Supervisors are also responsible for coordinating the staffing for all sites under their supervision. As part of our staffing strategy Area Supervisors aggressively enforce the following policies and procedures for Crossing Guards.
• Supervisors must maintain an adequate alternate or substitute guard roster. We encourage at least a 5 to 1 ratio of sites versus alternate guards
• We require any guard not reporting for duty to notify the Area Supervisor as early as possible utilizing our 24/7 Guard Hotline or directly notifying their Area Supervisor. Notifications less than 1 hour prior to shift starts are considered unexcused absences. • Our employee policy is "No call, No show, No Job" Throughout our training we emphasize the importance of insuring the safety of children by our presence. As such, we cannot allow the children's safety to be compromised by failing to call or show for duty.

Supervisor Teams — The City of Bell Gardens would benefit from our presence in nearby cities such as: Torrance, Lomita, Los Alamitos, Cypress, Bellflower, Compton, Lennox, Manhattan Beach, Lynwood, South Gate, Downey, Lawndale, Rancho Palos Verdes, Rolling Hills Estates, Huntington Park, Cudahy and El Segundo. Area Supervisors are grouped together by their geographic location. These Teams meet every quarter and team members are encouraged to work together. This cooperative effort allows them to share relief guards with each other, if needed. This has resulted in alternates guards getting more hours as they are "shared" with other Supervisors.

Consequently, we are able to retain a more stable group of alternate guards.

Exhibit 2 749

Employee Retention: To enhance employee satisfaction and support our retention efforts, ACMS reviews guards wage rates annually in an effort to continually remain competitive in the local labor market. If contractual and budget requirements allow; we plan to offer small wage increases a minimum of every two (2) years based upon performance and tenure.

We also provide publicized employee recognition through our Crossing Guard of the Year programs and Length of Service Awards. Additionally, we provide local Area Supervisors and small budget for employee socials.

Exhibit 2 750

Training
Effective initial and ongoing training is essential in a profession dedicated to the safety of children. With over 34 years of experience and a commitment to working cooperatively with other public safety professionals, ACMS is recognized as an industry leader in the development and implementation of School Crossing Guard training and standards of excellence.

The process begins during the first contact with a potential employee when our phone interview process outlines job expectations and our zero -tolerance policy for failure to report for a scheduled shift. Throughout the application process prospective employees are reminded about the critical nature of our assignments and the work ethic and integrity required of our employees.

Once hired, the training process starts in the classroom where employees review sections of the "Employee Handbook for School Crossing Guards" and are shown the professionally produced training DVD, "Crossing Guard Safety". The process then moves to a field practicum where the trainer demonstrates proper procedures and allows the employee to practice correct techniques. The employee's progress is closely noted on the detailed steps outlined on the the Field Training Check List to ensure the employees' field competence. This cross -modality approach not only exposes the employee to the necessary training components but also addresses the needs of the visual, auditory and kinesthetic learner. While the classroom setting is expected to require approximately one hour and the field training approximately two hours, it's important to note that the low ratio of students to trainer allows for accurate assessments of the employees readiness to move forward.

The new employee is typically assigned to alternate work and closely supervised during their early assignments. They benefit from their trainer completing of a written assessment of their work which better allows them to understand their strengths and weakness and make improvements where necessary (the Site Performance Evaluation). Additionally, all new employees are required to carry and regularly refer to the Field Training Cards. This pocket - sized card (listing all steps for a safe cross) allows the employee to self -evaluate their performance prior to the time they have all steps of the procedures memorized.

Throughout their employment, employees are subjected to the same Site Performance Evaluation as an ongoing training and assessment tool. These evaluations happen in both side - by -side sessions as well as unannounced observations without the knowledge of the employee.

The standard issue equipment and clothing includes:
• ANSI II compliant high -visibility retro-reflective vest marked with the required insignia of a Crossing Guard
• MUTCD compliant 18" STOP/STOP paddle
• Picture Identification Card with emergency contact information • Company -issued cap or visor with corporate logo
• Whistle for emergency alert to vehicles and pedestrians • High -visibility ANSI II compliant wind -breaker jacket Exhibit 2 751

City of Bell Gardens
Vice President of Operations
Patricia Pohl
310 877 7045 cell
Regional Support Manager
Kim Brooks
913 333 2563 cell
Regional/Program Manager
Kelly Hudson
562 202 2223 cell
Area Supervisor
Rita Newell
323 613 1171 cell
7 Crossing Guards
Exhibit 2 752

Field anagement Personnel
The most significant resources ACMS brings to any Crossing Guard program is the depth and scope of management provided by the years of experience brought by our operational management team. The community of Bell Gardens will benefit from a team concept which consists of Area Supervisor, Regional/Project Manager, Regional Support Manager and Vice President of Operations. Each Member of our management team is available 24 hours a day via cellular telephone. The following is a brief synopsis of the respective duties of each.

Area Supervisor ' la Newell): Rita will continue to be the Area Supervisor for the City of Bell Gardens program. She will handle all aspects of the daily supervision of the program of seven (7) Crossing Guards and alternate/relief pool. With support from the Program Manager and Regional Support Manager she will typically recruit, hire, train and provide personnel management for all the sites they oversee and interface with school staff as needed. In addition to communicating with the City and School staff, she is responsible for ensuring each employee receives the proper number of Site Performance Evaluations, completed the Certification mandates and will provide a comprehensive service report every 90 days to City personnel. Your Area Supervisor reports directly to the Program Manager.

Regional Manager (Kelly Hudson): Kelly has over 6 years in this industry and will oversee the program and directly manage your Area Supervisor and serve as Program Manager, providing training and support. She will also interface with the City of Bell Gardens representative and School staff as needed. Kelly will assist in the hiring of the Crossing Guards as well as the development and implementation of training programs and certification standards. She will ensure compliance with Company standards and City of Bell Gardens expectations. Kelly reports directly to Regional Support Manager.

Regional Support Manager (Kim Brooks): Kim has over 5 years in the industry providing field management and support for ACMS. She is responsible for the development and implementation of operational standards, training programs, safety instruction and compliance with all legal requirements and restrictions. Works directly with Project Manager to ensure all program standards are being met. Kim has extensive experience implementing and managing comparable and larger programs. She is responsible for initial training and orientation for all new client programs. Kim Brooks reports directly to Vice President of Operations.

Vice President of Operations (Pat Pohl): Pat has over 26 years of industry experience. She is responsible for overall contract compliance. Works with the Regional Support Manager on the development of training programs and implementation of safety standards. Coordinates the flow of information between operations and administrative staff.

Exhibit 2 753

PAT "' !! CIA J. POHL
21896 Red River Drive, Lake Forest, CA 92630 . 310.877.7045

WO HISTORY
2010 to present All City Management Services, Inc.
10440 Pioneer Blvd., Suite 5
Santa Fe Springs, California 90670
Vice President of Operations: Full responsibility for the planning, direction and coordination of all field - based leadership personnel nationwide (250+). Accountable for development and implementation of cost- effective procedures to meet current and future company needs. Responsible for all aspects of operations to ensure successful compliance with policies and procedure resulting in achieving optimum safety standards. 1998 to 2010 All City Management Services, Inc.
1749 South La Cienega Blvd.

Los Angeles, California 90035
Operations Manager: Accountable for management of day-to-day operations of field 50+ area supervisors.

Responsible for development, implementation and compliance for all training programs as well as Safety Certification standards for all Crossing Guards.
1994 to 1998 All City Management Services, Inc.
1749 South La Cienega Blvd.

Los Angeles, California 90035
Area Supervisor: Responsible for hiring, training, coordinating and scheduling 45 school crossing guards.

Served as company liaison to city governments, school districts and community. 1967 to 1994 Various Management, Sales and Administrative Positions Restaurant Manager, Advertising Sales Account Representative, Executive Assistant, Office Manager:

Employment history of repeated promotion to positions of leadership and management based on work ethic and commitment to the success of employer.

PROFESSIONAL ASSOCIATIONS
Previously invited to serve as the only private sector representative on:

California Crossing Guard Training Expert Review Panel
Safe Routes to School Technical Assistant Resource Center (SRTS TARC) a project of California Active Communities within the California Department of Public Health (CDPH) Previously retained as Expert Witness and Person Most Knowledgeable in several litigations related to personal injury accidents involving School Crossing Guards.

Florida Department of Transportation
School Crossing Guard Trainer Certification, currently status; active Exhibit 2 754

i erly .. roo s
15607 W. 83'd Street • Lenexa, KS 66219• (913)952-9159
[email protected]

GIONAL SUPPORT ANAGER
Proven advocate for pedestrian safety by effectively administering company policies and procedures to employees. Operations leader that utilizes training and mentoring techniques to develop continuous improvement efforts with Regional Managers toward staff development.

Skilled in organizing staff and planning for complete site coverage. Effective in recruiting from various sources and using system planning to align resources. Excellent communicator capable of building relationships with clients, supervisory staff, guards, and internally at any organizational level. ✓ Client engagement
✓ Recruiting & Training
✓ Relationship Builder
1 Safety focused
✓ Coaching & Mentoring
✓ Problem -solver
Professional Experience
ALL CITY MANAGEMENT SERVICES 2016 to Present
Regional Support Manager — May 2020 to Present
• Responsible for overseeing the day-to-day functions of the Regional Manager. • Identify challenge programs in cooperation with Regional Manager. • Oversee Client Relationships.
• Assist in the development and transition of new programs.

National Advertising and Recruiting Coordinator — February 2018 — May 2020 • Manage advertising and nationally.
• Recruit, hire and train Recruiting Coordinators to build relationships within their community. • Collaborate directly with Regional Manager to combat staffing issues within areas directly. • Develop new strategies for recruiting.

Regional Supervisor — September 2016 to 2018
• Administer policies through training of supervisory staff and monitoring compliance of guard performance.
• Serve as liaison with contracting point of contacts and company to communicate and resolve any operational issues such as site modifications and pedestrian counts. • Oversee programs covering over 200 sites in Kansas, Missouri and Iowa. • Other duties include approving payroll, onboarding and training employees.

Area Supervisor — July 2016 to 2018
• Recruit, train and staff crossing guards in the City of Lenexa. • Overall administrative functions for the area.

Exhibit 2 755

Kimberly M. Brooks