Agenda packet — Corona City Council, November 6, 2024 (part 5 of 7)

CA\DD\02000.50101\1401461.15
RFP No. 25-007AS
Professional Consulting Services - Special Operations Team: Continuity of Operations in Riverside and San Bernardino Counties
10 (CITY ATTY: 05-19)
“public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and if the Total Compensation is $1,000 or more, Consultant and its subconsultants shall fully comply with the Prevailing Wage Laws for their employees and any others to whom such laws are applicable. Consultant and its subconsultants shall also be responsible for any and all violations and fines imposed on them pursuant to the Prevailing Wage Laws. Pursuant to SB 854, which amended the Prevailing Wage Laws, this Agreement would also be subject to compliance monitoring and enforcement by the California Department of Industrial Relations (“DIR”). Beginning April 1, 2015, no consultant or subconsultant may be awarded this Agreement unless registered with the DIR pursuant to Labor Code Section 1725.5. The City will report all necessary agreements to the DIR as required by the Prevailing Wage Laws.

Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the Project site. It is most efficient for the Consultant to obtain a copy of the prevailing wages in effect at the commencement of this Agreement from the website of the Division of Labor Statistics and Research of the DIR located at www.dir.ca.gov/dlsr/. In the alternative, Consultant may obtain a copy of the prevailing wages from the City’s Representative. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws.

3.3.6 Apprenticeable Crafts. If the services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, Consultant shall comply with the provisions of Section 1777.5 of the California Labor Code with respect to the employment of properly registered apprentices upon public works when Consultant employs workmen in an apprenticeable craft or trade. The primary responsibility for compliance with said section for all apprenticeable occupations shall be with Consultant.

3.4 Termination of Agreement.

3.4.1 Grounds for Termination. City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, as well as any authorized reimbursable expenses, and Consultant shall be entitled to no further compensation.

Consultant may not terminate this Agreement except for cause.

3.4.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

3.4.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

3.5 Ownership of Materials and Confidentiality.

3.5.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically, electronically or otherwise recorded or stored, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”). All Documents & Data shall be and remain the property of City, and shall not be used in whole or in substantial part by Consultant on other projects without the City's express written permission. Within thirty (30) days following the completion, suspension, abandonment or termination of this Agreement, Consultant shall provide to City reproducible copies of all Documents & Data, in a form and amount

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CA\DD\02000.50101\1401461.15
RFP No. 25-007AS
Professional Consulting Services - Special Operations Team: Continuity of Operations in Riverside and San Bernardino Counties
11 (CITY ATTY: 05-19)
required by City. City reserves the right to select the method of document reproduction and to establish where the reproduction will be accomplished. The reproduction expense shall be borne by City at the actual cost of duplication.

In the event of a dispute regarding the amount of compensation to which the Consultant is entitled under the termination provisions of this Agreement, Consultant shall provide all Documents & Data to City upon payment of the undisputed amount. Consultant shall have no right to retain or fail to provide to City any such documents pending resolution of the dispute. In addition, Consultant shall retain copies of all Documents & Data on file for a minimum of five (5) years following completion of the Project, and shall make copies available to City upon the payment of actual reasonable duplication costs. In addition, before destroying the Documents & Data following this retention period, Consultant shall make a reasonable effort to notify City and provide City with the opportunity to obtain the documents.

3.5.2 Subconsultants. Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or its subconsultants, or those provided to Consultant by the City.

3.5.3 Right to Use. City shall not be limited in any way in its use or reuse of the Documents and Data or any part of them at any time for purposes of this Project or another project, provided that any such use not within the purposes intended by this Agreement or on a project other than this Project without employing the services of Consultant shall be at City’s sole risk. If City uses or reuses the Documents & Data on any project other than this Project, it shall remove the Consultant’s seal from the Documents & Data and indemnify and hold harmless Consultant and its officers, directors, agents and employees from claims arising out of the negligent use or re-use of the Documents & Data on such other project. Consultant shall be responsible and liable for its Documents & Data, pursuant to the terms of this Agreement, only with respect to the condition of the Documents & Data at the time they are provided to the City upon completion, suspension, abandonment or termination. Consultant shall not be responsible or liable for any revisions to the Documents & Data made by any party other than Consultant, a party for whom the Consultant is legally responsible or liable, or anyone approved by the Consultant.

3.5.4 Indemnification. Consultant shall defend, indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless, pursuant to the indemnification provisions of this Agreement, for any alleged infringement of any patent, copyright, trade secret, trade name, trademark, or any other proprietary right of any person or entity in consequence of the use on the Project by City of the Documents & Data, including any method, process, product, or concept specified or depicted.

3.5.5 Confidentiality. All Documents & Data, either created by or provided to Consultant in connection with the performance of this Agreement, shall be held confidential by Consultant. All Documents & Data shall not, without the prior written consent of City, be used or reproduced by Consultant for any purposes other than the performance of the Services. Consultant shall not disclose, cause or facilitate the disclosure of the Documents & Data to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant that is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.

3.6 General Provisions.

3.6.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective Parties may provide in writing for this purpose:

Consultant:
[***INSERT NAME, ADDRESS & CONTACT PERSON***]

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CA\DD\02000.50101\1401461.15
RFP No. 25-007AS
Professional Consulting Services - Special Operations Team: Continuity of Operations in Riverside and San Bernardino Counties
12 (CITY ATTY: 05-19)
City:

City of Corona
400 South Vicentia Avenue
Corona, CA 92882
Attn: Brian Young, Fire Department,
Viola Van, Fire Department
Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.6.2 Indemnification. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its directors, officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, to the extent arising out of, pertaining to, or incident to any alleged willful misconduct or negligent acts, errors or omissions of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all settlement amounts, expert witness fees and attorneys fees and other related costs and expenses. Notwithstanding the foregoing, to the extent Consultant's Services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. Consultant’s obligation to indemnify shall survive expiration or termination of this Agreement, and shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents, or volunteers.

3.6.3 Governing Law; Government Code Claim Compliance. This Agreement shall be governed by the laws of the State of California. Venue shall be in Riverside County. In addition to any and all contract requirements pertaining to notices of and requests for compensation or payment for extra work, disputed work, claims and/or changed conditions, Consultant must comply with the claim procedures set forth in Government Code Sections 900 et seq. prior to filing any lawsuit against the City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to extra work, disputed work, claims, and/or changed conditions have been followed by Consultant. If no such Government Code claim is submitted, or if any prerequisite contractual requirements are not otherwise satisfied as specified herein, Consultant shall be barred from bringing and maintaining a valid lawsuit against the City.

3.6.4 Time of Essence. Time is of the essence for each and every provision of this Agreement.

3.6.5 City’s Right to Employ Other Consultants. City reserves right to employ other consultants in connection with this Project.

3.6.6 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.

3.6.6.1 Subconsultants; Assignment or Transfer. Consultant shall not subcontract any portion of the Services required under this Agreement, except as expressly authorized herein, without the prior written approval of the City. Subcontracts, if any, shall include a provision making them subject to all provisions of this Agreement. Consultant shall also not assign, hypothecate or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to subcontract or take any other action not authorized herein shall be null and void, and any subconsultants, assignees, hypothecates or transferees shall acquire no right or interest by reason of such action.

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CA\DD\02000.50101\1401461.15
RFP No. 25-007AS
Professional Consulting Services - Special Operations Team: Continuity of Operations in Riverside and San Bernardino Counties
13 (CITY ATTY: 05-19)

3.6.6.2 Corona Utility Authority. To the extent that this Agreement is deemed to be a "material contract" under either of the CUA Management Agreements, Consultant has no right to terminate this Agreement, either with or without cause, based upon the existence or non-existence of either or both of the CUA Management Agreements. Therefore, if an applicable CUA Management Agreement expires or terminates for any reason, Consultant shall remain fully obligated to perform under this Agreement with the CUA or another third party contracted by the CUA for the maintenance, management and operation of the applicable utility system.

3.6.7 Construction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subconsultants of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement.

3.6.8 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

3.6.9 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

3.6.10 No Third Party Beneficiaries. Except to the extent expressly provided for in Section 3.6.6, there are no intended third party beneficiaries of any right or obligation assumed by the Parties.

3.6.11 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

3.6.12 Prohibited Interests. Consultant maintains and warrants 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, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City’s Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the Term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.

3.6.13 Cooperation; Further Acts. The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.

3.6.14 Attorney’s Fees. If either Party commences an action against the other Party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing Party in such litigation shall be entitled to have and recover from the losing Party reasonable attorney’s fees and all other costs of such action.

3.6.15 Authority to Enter Agreement. Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.

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CA\DD\02000.50101\1401461.15
RFP No. 25-007AS
Professional Consulting Services - Special Operations Team: Continuity of Operations in Riverside and San Bernardino Counties
14 (CITY ATTY: 05-19)

3.6.16 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

3.6.17 Entire Agreement. This Agreement contains the entire Agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties.

3.6.18 Federal Provisions. When funding for the Services is provided, in whole or in part, by an agency of the federal government, Consultant shall also fully and adequately comply with the provisions included in Exhibit “D” (Federal Requirements) attached hereto and incorporated herein by reference (“Federal Requirements”).

With respect to any conflict between such Federal Requirements and the terms of this Agreement and/or the provisions of state law, the more stringent requirement shall control. [SIGNATURES ON NEXT 2 PAGES]

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CITY OF CORONA

CITY OF CORONA
By: _________________________
Brian Young
Fire Chief
Reviewed By: _________________________
Lee Shin
Emergency Services Manager
Reviewed By: _________________________
Viola Van
Management Analyst II
Reviewed By: _________________________
Yasmin Lopez
Purchasing Manager
Attest:
_________________________
Sylvia Edwards
City Clerk, City of Corona, California

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CITY OF CORONA

PROFESSIONAL SERVICES AGREEMENT
WITH [***INSERT NAME***]
(PROFESSIONAL CONSULTING SERVICES - SPECIAL OPERATIONS TEAM: CONTINUITY OF OPERATIONS IN RIVERSIDE AND SAN BERNARDINO COUNTIES, RFP 25-007AS) IN WITNESS WHEREOF, the Parties have entered into this Agreement as of the date first written above. [***INSERT NAME OF CONSULTANT***]
a [***INSERT TYPE OF LEGAL ENTITY***]
By: _________________________
[***INSERT NAME***]
[***INSERT TITLE***]
By: _________________________
[***INSERT NAME***]
[***INSERT TITLE***]

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SCOPE OF SERVICES
[***INSERT SCOPE***]

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SCHEDULE OF SERVICES
[***INSERT SCHEDULE***]

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COMPENSATION
[***INSERT RATES & AUTHORIZED REIMBURSABLE EXPENSES***]

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RFP No. 25-007AS Section VII. “Form of Agreement”
Professional Consulting Services - Special Operations Team: Continuity of Operations in Riverside and San Bernardino Counties
EXHIBIT “D”

FEDERAL REQUIREMENTS
[***INSERT ALL FORMS, PROVISIONS AND OTHER REQUIREMENTS OF THE FEDERAL FUNDING SOURCE***]

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PROPOSAL FOR
RFP NO. 25-007AS - Professional
Consulting Services - Special
Operations Team: Continuity
of Operations in Riverside and
San Bernardino Counties

SEPTEMBER
2024
13217 Jamboree Rd., #248
Tustin, CA 92782
888.4.JGA.1ST
JacobGreenAndAssociates.com

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LETTER FROM CEO JACOB GREEN

TABLE OF

CONTENTS

QUALIFICATIONS, RELATED EXPERIENCE,

AND REFERENCES

WORK PLAN

PROPOSED STAFFING AND PROJECT ORGANIZATION
Pages 1 - 2
Section
C
Section
B
Section
A
Cover
Letter
Pages 3 - 6
Pages 7 - 16
Pages 17 - 23

CORONACITY OF

FEE PROPOSAL
(Under Separate File)
Section
D
Pages 24- 26

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September 19, 2024
Annette Solorio, Purchasing Specialist II
City of Corona
400 S. Vicentia Ave., Suite 320
Corona, CA 92882
Dear Ms. Solorio,
Jacob Green & Associates (JGA) is pleased to present this proposal in response to the Request for Proposal (RFP) No. 25-007AS Professional Consulting Services - Special Operations Team: Continuity of Operations in Riverside and San Bernardino Counties for the City of Corona. We understand that this project is critical to ensure the operational readiness and resilience of the region’s Special Weapons and Tactics (SWAT), Hazardous Materials (HazMat) Response Teams, and Hazard Device Teams (HDT).

JGA has a proven track record in providing public safety and emergency management consulting services to cities, counties, and special districts across California. Our team brings together decades of experience in emergency operations planning, organizational assessments, and cross-agency collaboration, which aligns perfectly with the scope and objectives of this project. We are confident in our ability to support the City of Corona and the UASI region in maintaining high levels of operational efficiency and preparedness for its special operations teams.

Our project team, under the expert leadership of Senior Project Manager Dave Brown, brings unparalleled experience and expertise in the critical disciplines of Special Weapons and Tactics (SWAT), Hazardous Materials (HAZMAT) training, deployment and assessment, and Hazardous Device Teams (HDT/Bomb Squad) operations. With a proven track record of public safety leadership, Dave has successfully led, evaluated, and enhanced the performance of these specialized units. His deep understanding of regional tactical operations, combined with our team’s commitment to continuous improvement, ensures that we will deliver exceptional results.

We are committed to exceeding expectations, delivering timely results, and ensuring compliance with all federal, state, and local regulations, including those outlined in the California Office of Emergency Services (Cal OES) Urban Area Security Initiative (UASI) Grant Funding.

1.888.4.JGA.1ST | [email protected]
PAGE 1 Page 493 of 1003
Jacob Green
President & CEO
Contact Information:

Legal name:

Principle Contact name:

Address:

Telephone/Fax:

Website:

Email:

Sincerely,
Jacob Green & Associates, Inc.

Jacob Green
13217 Jamboree Rd., #248, Tustin, CA 92782
909.238.8536
www.JacobGreenAndAssociates.com
[email protected]
JGA acknowledges receipt of all addenda related to this RFP.

JGA confirms that our proposal will remain valid for a period of at least 90 days from the date of submission.

The cost of printing, mileage, telephone, mailing, and other expenses incidental to the performance of the main items of the special operations continuity of operations professional consulting services to be rendered are included in the hourly rates schedule of said fee proposal, and that there will be no additional charges.

JGA does not have any prior or ongoing contract failures, any civil or criminal litigation, or investigations pending which involves our company.

We look forward to the opportunity to partner with the City of Corona on this critical initiative.

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QUALIFICATIONS,

RELATED EXPERIENCE,

AND REFERENCES

SECTION A
P AGE 3 Page 495 of 1003
• City of Menifee Police Department - Organizational Assessment - Conducted a comprehensive Organizational Assessment and SWOT analysis of the Menifee Police Department, identified strategic planning priorities for the agency.
• City of San Luis Obispo Police Department - 5-year Strategic Plan - Delivered strategic planning fundamentals for the Police Department which included a detailed SWOT analysis, community and department engagement, and facilitation of a strategic planning retreat. • Central County Fire Department - Strategic Planning - Currently working with the Central County Fire Department to provide strategic planning fundamentals for the Fire Department, which included a detailed SWOT analysis, community and department engagement, and facilitation of a strategic planning retreat.
• City of El Centro Fire Department - Strategic Planning - Currently working with the El Centro Fire Department to provide strategic planning fundamentals for the Fire Department, which included a detailed SWOT analysis, community and department engagement, and facilitation of a strategic planning retreat.
• City of Lake Forest - Comprehensive Planning and Training - Delivered comprehensive emergency management services, including a gap analysis and work plan, an emergency operations plan, a disaster recovery plan, a continuity of operations plan, a local hazard mitigation plan, and training & exercise support.

QUALIFICATIONS, RELATED EXPERIENCE,

AND REFERENCES
JGA is an Orange County-based corporation comprised of 30 veteran local government leaders with over 600 years of combined municipal experience; and includes former City Managers, Police Chiefs, Fire Chiefs, Emergency Managers, and other municipal experts. We help our clients prepare for and respond to challenges in Public Safety, Emergency Management, Organizational Development, and Crisis Communications. JGA's headquarters are located in Tustin, CA.

We provide tailored services by developing a deep understanding of client needs, fostering authentic and trusted relationships, and focusing on solutions and outcomes that consistently exceed expectations.

Drawing on the deep local experience of our team members and advisors, JGA has quickly become a premier partner with public safety agencies throughout the state of California.

Jacob Green & Associates brings a robust portfolio of experience in organizational assessments, emergency operations planning, public safety policy development, gap analysis, and comprehensive emergency services. We have successfully developed, implemented, and managed a variety of law enforcement and fire service strategic plans, emergency operations plans (EOPs), and emergency services projects across multiple cities and jurisdictions.

Key Experience and Projects:

P AGE 4 Page 496 of 1003
PAGE 5
• City of Rialto - Comprehensive EM Services - Delivered comprehensive emergency management services, including a gap analysis and work plan, an emergency operations plan, a disaster recovery plan, a continuity of operations plan, a local hazard mitigation plan, and training & exercise support.
• City of Indio - Gap Analysis & Continuity of Operations Plan - Conducted a detailed gap analysis and developed a continuity of operations plan to enhance the City’s resilience and ensure uninterrupted essential functions during emergencies. • City of San Juan Capistrano - EM Services (Monthly) - Provide emergency management support and technical assistance, training & exercise support, a gap analysis and work plan, and emergency planning.
• City of Oxnard Fire Department - EM Services (Monthly) - Provided ongoing emergency management services, including regular assessments, training, and advisory support. This ongoing service ensured that the City's emergency management capabilities remained current and effective.

This selection of completed projects demonstrates our team’s depth of experience and proven track record in developing, implementing, and managing comprehensive public safety and emergency management solutions. Our work spans a variety of contexts and challenges, providing us with the expertise necessary to deliver a Continuity of Operations Plan that is both robust and tailored to the specific needs of the City of Corona and the Riverside UASI Region. Refer to teams bios for individual experience and accomplishments.

Our firm, Jacob Green and Associates, maintains a strong and stable financial condition, ensuring our ability to complete all projects without interruption. We do not have any existing or anticipated conditions such as bankruptcy, pending litigation, planned office closures, or impending mergers that would impede our ability to fulfill our contractual obligations. We are fully committed to delivering highquality services on time and within scope, supported by a sound financial foundation and an experienced team.

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REFERENCES

CITY OF SAN LUIS OBISPO
Chief Rick Scott, Chief of Police
[email protected]
805.781.7256
1042 Walnut Street, San Luis Obispo, California, 93401

CITY OF OXNARD
Alex Hamilton, Fire Chief
[email protected]
805.385.7700
360 W 2nd Steet, Oxnard, CA 93030

CITY OF SAN JUAN CAPISTRANO
Benjamin Siegel, City Manager
[email protected]
949.234.4563
30448 Rancho Viejo Road, Suite 110, San Juan Capistrano, CA 92675 PAGE 6 Page 498 of 1003

PROPOSED STAFFING

AND PROJECT

ORGANIZATION

SECTION B
P AGE 7 Page 499 of 1003

ORGANIZATIONAL CHART
P AGE 8

PROPOSED STAFFING AND PROJECT

ORGANIZATION
Our project team consists of highly experienced professionals who work closely together to ensure seamless collaboration and project success. Each team member brings specialized expertise and will be actively engaged in each task. Dave Brown, Principal Project Manager, will be responsible for leadership and oversight of this project, and be the primary point of contact for the City of Corona.

JACOB GREEN
President & CEO

DAVE BROWN
Principal Project Manager

BRAD KAYLOR
Project Lead - SWAT
JIM
MOSS
Tactical Operations

RANDY BLACK
Project Lead - HazMat
NICOLE
BEACH
Project Delivery

KEY PERSONNEL

SUBJECT MATTER EXPERTS
TONY

COLETTA
Emergency Management

RANDALL STERETT
Project Lead - Bomb/HDT
JIM

SCHILLER
Fire Services

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JACOB GREEN, MPA
President & CEO
Jacob has an extensive background in public safety and has overseen emergency management programs for over 18 years in his capacity as both Emergency Manager and the department head responsible for emergency management in various agencies, including the cities of Santa Ana, Fountain Valley, Ontario, and San Juan Capistrano. He specializes in seminar training and leadership coaching for municipal management staff involved with the planning and provision of emergency services.

Jacob’s key emergency management accomplishments include the creation of a new Bureau of Emergency Management for the City of Ontario, the design and construction of Ontario’s new $7 million Emergency Operations Center, and citywide disaster training/exercises, emergency operations plan writing, hazard mitigation plan writing, management of the emergency operations center during disaster activations, and community engagement and public education activities for multiple cities. Jacob has also served as the Ontario Fire Department’s lead Public Information Officer and Grant Manager.

Specific Experience and Qualifications related to this project:
• Managing Director, Organizational & Leadership Development Public Safety Group (Vice-President, Innovation)
• Assistant City Manager / San Juan Capistrano
• Assistant City Manager / Deputy City Manager / City of Ontario • Business Operations Director / City of Ontario
• Police Administrative Director / City of Ontario
• Emergency Manager / City of Ontario

JGA PROJECT TEAM
JGA’s Team Video Link: Jacob Green and Associates - JGA - Your First Call Jacob Green, as the President and CEO of Jacob Green & Associates, brings extensive experience in public safety, emergency management, and leadership development to this project. Jacob has managed over $5 million in grant funding for emergency initiatives and led the design and construction of a $7 million Emergency Operations Center. His hands-on involvement in over 100 fire department incidents as a Public Information Officer demonstrates his deep expertise in crisis management and public safety coordination. Jacob's leadership in these areas, combined with his strategic oversight of municipal operations, positions him as a trusted authority in emergency preparedness and organizational resilience.

PAGE 9 Page 501 of 1003

KEY PERSONNEL
P AGE 10

DAVE BROWN
Principle Project Manager // Director of Client Success Chief Dave Brown, (ret.) is passionate about helping public sector executives and organizations succeed in a dynamic and challenging environment, especially when facing leadership, political, or personnel challenges.

Chief Brown has held command positions in every division of law enforcement, including many years as a Chief of Police. He has also served as Director of Public Safety, Assistant City Manager, and completed several stints as Interim City Manager. Dave has been a staunch advocate and champion for the regionalization of specialized units like SWAT, HazMat, and Hazardous Device Teams.

Specific Experience and Qualifications related to this project:
• Charter Member / Commander / Team Leader, Southwest Cities Regional SWAT (Hemet/Murrieta/Menifee Police Department) • Past President, Inland Empire SWAT Commanders’ Association • Past President, Association of Riverside County Chiefs of Police • Co-Chair, Committee on Regionalization of SWAT Teams, CA Commission on POST
• Voting Member, Riv. Co. Anti-Terrorism Approval Authority (ATAA) • Certified Tactical (SWAT) Commander, California Association of Tactical Officers
As Principal Project Manager, Chief Brown brings a verified history of tactical collaboration and advancement in the region. He has a deep network of professional relationships and specific knowledge of the critical disciplines to be addressed in this project.

References:

Mike Abel, Police Chief (ret.), Corona Police Department 951.232.4453, [email protected]
Joe Delgudice, Inv. Bureau Chief (ret.), Riv. Co. District Attorney 951.870.6589, [email protected]
Karsten Guthrie, Asst, Fire Chief, Oxnard Fire Department 805.443.1379, [email protected]

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BRAD KAYLOR
Project Lead - SWAT
Chief Brad Kaylor began his law enforcement career in 1988 with the City of Claremont before joining the Ontario Police Department in 1990.

He held various roles, including Gang Violence Suppression, Narcotics, Field Training, SWAT, and DEA Group Supervisor, while also serving in Patrol, Investigations, and Special Operations.

A graduate of the FBI National Academy and the DEA Drug Unit Commanders Academy, Brad earned a Bachelor's in Organizational Management from the University of La Verne. He was Deputy Chief from 2010 to 2014 and Chief of Police until his retirement in 2018.

Specific Experience and Qualifications related to this project:
• Chief of Police (2014-2018): Oversaw all law enforcement operations for the City of Ontario.

Implemented staffing, law enforcement, and tactical response protocols for the Ontario International Airport.
• UASI Strategic Coordinator: Worked with multiple agencies to enhance security/response capabilities.
• UASI Project Coordinator: Oversaw the ASU regional downlink program and coordinated UASIfunded equipment acquisitions to enhance regional response capabilities. • FBI Regional Crime-Fighting Laboratory Partnership: Created a strategic partnership with the FBI regional crime-fighting laboratory, enhancing investigative capabilities and forensic support • Riverside FBI Joint Terrorism Task Force (JTTF): Contributed to counter-terrorism efforts and intelligence gathering as a member of the task force.
• DEA/HIDTA Group 50: Led efforts in combating drug trafficking and related criminal activities as Group Supervisor.
• Ontario SWAT Team: Served 10 years as SWAT team member, advancing to SWAT Team Commander. • Inland Empire SWAT Commanders Association: Collaborated with regional SWAT commanders to enhance tactical operations and inter-agency coordination. • Inland Empire Association of Chiefs of Police: Active member, working with fellow chiefs to improve law enforcement practices and community safety.
• Partnership with US Marshals Fugitive Task Force: Established a crucial partnership with the US Marshals Fugitive Task Force, enhancing efforts in capturing high-risk fugitives.

As Chief of Police, Chief Kaylor demonstrated a proven history of strategic leadership, tactical collaboration, and advancement in the region. He possesses a deep network of professional relationships and a thorough understanding of the critical disciplines necessary for effective public safety operations.

References:

Eric Hopley, Chief DA Investigator, SBCO DA, Chief of Police, Ontario PD (Ret.) 909.376.7044, [email protected],
Eric Charrette, Director of Security, Captain, Riverside PD (Ret.) 909.838.4631, [email protected]
Michael Lorenz, Chief of Police, Ontario PD
909.565.7547, [email protected]
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RANDY BLACK
Project Lead - HazMat
Randy retired with over 39 years in the fire service; he began his career as a Reserve Firefighter with the Santa Ana Fire Department in 1985. He rose through the ranks, becoming a Chief Officer in 2003. The last position he held before retirement was Assistant Chief, overseeing EMS, Operations Training and Promotions. Prior assignments included serving as Division Chief, overseeing the city of Santa Ana and the EMS Division, Emergency Planning and Coordination, Emergency Communication Center Manager, Public Information Officer, and Emergency Management Coordinator. He served as president of the California Fire Chiefs Association EMS Southern Section and Director of the FIRESCOPE EMS section. He has his bachelor’s degree in Public Fire Protection Administration.

Specific Experience and Qualifications related to this project:
• HazMat team, member and responder
• Oversight of the Hazardous Materials Program for the fire department
• Represented the Santa Ana Fire Department on regional hazardous material programs
• Worked on the development of the Orange County JHAT Program • Was a member of the Orange County UASI oversight committee reviewing and approving expenditures of Grant funds
• Instructed hazardous materials and terrorism response classes Randy’s career included being an active member of a regional hazardous materials response team staffed by fire department personnel. He is trained to the hazardous material specialist level and has taught hazardous materials and terrorism response.

As a chief officer, Randy participated in the early rollout of the UASI Grant program in Santa Ana and was an integral part of oversight for expenditures, including hazardous materials, team acquisitions of UASI funds. During this project, Randy participated in the development of the Orange County Joint Hazardous Assessment Team Program. This program integrated law enforcement, SWAT, and bomb squad specialists with hazardous materials teams, and the environmental health department to respond to complex multidisciplinary incidents.

References:

Robert Acosta, Support Services Director, Orange County Fire Authority (ret), Los Alamitos Police Department (current) Division Chief 714.483.0911, [email protected]
Kenny Dossey, Deputy Chief Operations, Orange County Fire Authority (ret) 949.322.8815, [email protected]
Stephen Horner, Hazardous Materials Master Instructor, Santa Ana College (current), Hazardous Materials Captain, Orange County Fire Authority (ret) 714.920.8143, [email protected]
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RANDY STERETT
Project Lead - Bomb/HDT
Randy brings a wealth of expertise as a critical asset for the project, particularly in his role as the Hazardous Device Team (HDT) lead. With over three decades of experience in law enforcement, including serving as a Bomb Squad Commander and Lieutenant with the Orange County Sheriff’s Department, he has extensive qualifications in managing and responding to high-risk explosive situations. His certifications, including those from the FBI in bomb and weapons of mass destruction technologies, as well as his role in national and international training, make him a vital resource in ensuring the project's success in areas related to public safety, tactical response, and threat mitigation. Randy earned a Master’s in Public Administration from California State University, Long Beach. Additionally, Randy holds Bachelor of Arts in Sociology and Associate of Arts in General Studies.

Specific Experience and Qualifications related to this project:
• Chairman of the National Bomb Squad Commanders’ Advisory Board (NBSCAB) • Wrote the curriculum and was lead instructor for the State Department’s South East Asia Counter IED Seminar (Thailand, Indonesia and Philippines), September, 2018 • Was an instructor for the State Department’s South East Asia Counter IED Seminar (Thailand, Indonesia and Philippines
• Helped develop and maintain Orange County’s Joint Hazard Assessment Team, which includes the 9th Civil Support Team
• Assisted California POST with the development of a three-part course covering Multi-assault Counterterrorism Events Action for Managers/Supervisors • California POST subject matter expert in domestic terrorism telecourse development • California POST subject matter expert for the development of a homemade explosives telecourse • Assisted with NTOA and NBSCAB bomb tech support for SWAT (AKA: Assault Support), assisting in the development of a Guideline for Standard Operating Procedures • Terrorism Liaison Officer coordinator for the Orange County Sheriff’s Department Intake Release Center (IRC)
• Tactical training: Certified Explosive Breacher, Orange County Sheriff’s 2-week Basic SWAT School, AT-Solutions SWAT/Bomb Squad Interoperability, SSI Counter-terrorism for SWAT Operations, FTF SWAT & Bomb Squad Interoperability for Terrorism Incidents, Multiple-assault Counter-terrorism Action Capabilities MACTAC, Low-light Entries, Patrol Entries, Tactical Combat Casualty Care, High Risk Entries
• Law Enforcement Security Clearance and F.B.I. Top Secret Security Clearance • More than 2,500 hours of explosive and/or bomb related training • More than 1,000 bomb related calls (e.g. post-blast investigations, suspicious packages, and destructive devices)
References:

Ronald Swanson, Glendale Police Department AZ
623.694.1488, [email protected]
Mathew James, U.S. State Department Office of Antiterrorism Assistance Program 202.793.0282, [email protected]
David Marker, Denver Police Department Sergeant (Retired) 720.641.2288, [email protected]
P AGE 1 3 Page 505 of 1003

SUPPORT PERSONNEL
PAGE 1 4

JIM SCHILLER
Fire Services // Subject Matter Expert
Battalion Chief Jim Schiller (ret.) brings 30 years of service in two fire agencies (Los Angeles City Fire Department and the City of Ontario), offering a unique depth of experience and a passion for helping public sector executives and organizations succeed in a dynamic and challenging environment, especially when faced with leadership, political, or personnel challenges.

Jim has an extensive background in emergency scene management and mitigation. He has been a key contributor in planning, coordinating, and executing Command-and-Control during emergency incidents. Jim has also held multiple positions in program creation and management, including the implementation of a process for Ontario Fire Department members to obtain Fire Incident Management Team positions.

Specific Experience and Qualifications related to this project:
• Paramedic/EMS Coordinator
• Certified California State Fire Marshal Instructor
• Certified California State Fire Marshal Company Officer • Certified California State Fire Marshal Chief Officer • Hazardous Materials Specialist Team Member/ Leader
• Wildland Fire Program manager
• US Army Veteran, Sergeant/E-5, 91B Combat Medic (1/6 Inf, 6/31 Mech Inf)
• French Commando School, asymmetrical warfare
As the Hazardous Materials Team Leader Jim worked with Fire Prevention in Fire Code development for multiple outdoor agricultural operations. Also working with and training with the Ontario Fire Department Explosive Ordinance Disposal unit coordinating realistic scenarios as well as interaction with Southern Pacific and Union Pacific Railroads Hazardous Materials response team in formal training and real-world incidents.

As a Fire Safety Subject Matter Expert, Chief Schiller brings a history of collaboration and advancement in the region. He has a deep network of professional relationships and specific knowledge of the critical disciplines to be addressed in this project.

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TONY COLETTA
Emergency Management // Subject Matter Expert
Tony Coletta brings 25 years of expertise providing emergency management services, emergency planning and hazard mitigation planning. His emergency management experience includes instructing and course design, emergency operations center design, recruitment and succession planning, strategic planning, grant management, and performance management.

Tony is a proven leader skilled in problem-solving, alliance-building, and organizational communication that delivers results-oriented solutions directed at tomorrow’s municipal challenges. He has built ultra-effective emergency management teams, led multi-million-dollar regional homeland security programs and coordinated state-wide public safety initiatives. Tony has authored best practice emergency plans, successfully leveraged federal agencies and elected officials to maximize emergency management funding and led the construction of state-of-the-art emergency operations centers. As the first Administrator of the Riverside UASI Program, he has a deep understanding of the capabilities of the special operations teams within both Riverside and San Bernardino Counties. This understanding came from overseeing regular federally required capability assessments and reporting of the region's public safety components including special operations teams.

Specific Experience and Qualifications related to this project:
• Riverside UASI/Riverside Regional Homeland Security Program Administrator
• Certified Emergency Manager (CEM) – International Association of Emergency Managers
• Past Member Governor’s - California Emergency Council As a Subject Matter Expert, Tony brings a verified history of leading the regions homeland security and emergency management capability building efforts. Serving as the first UASI Administrator, a role he held for over eight years, he built the Riverside UASI Program, including all administrative, logistical, and tactical components. This role required close coordination with the region’s public safety executives, agencies, and special teams. Tony has a deep understanding of the region’s public safety organizations and maintains a network of professional relationships supportive to the success of this project.

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PAGE 1 6

NICOLE BEACH
Project Delivery // Subject Matter Expert
Nicole Beach is a project management and strategy delivery leader who specializes in assisting organizations in realizing value by aligning strategy with execution. Nicole collaborates closely with our clients to develop work plans that ensure their success in executing strategic goals and provides project management oversight across all projects. Before joining JGA, Nicole amassed a wealth of experience leading complex technology, organizational, and strategic projects, including M&A integrations, ERP implementations, and process improvement initiatives.

Most recently, she oversaw Project Management Offices and Strategic Portfolio Management for SAFEbuilt, Citrix, and Sport Clips. Nicole holds certifications as a Project Management Professional (PMP) and Lean Six Sigma Green Belt. She also earned an MBA with a concentration in Process Improvement from Nova Southeastern University.

JIM MOSS
Tactical Operations // Subject Matter Expert
Jim Moss has spent the past 34 years serving in the Los Angeles County Sheriff's Department. His assignments have included roles as a Patrol Field Training Officer, a member of the Gang Enforcement Team, an instructor in the Advanced Officer Training Unit, and 19 years in the Special Enforcement Bureau. Within the bureau, he spent 8 years on the SWAT Team and 12 years as a Tactical/Rescue Medic on Air Rescue 5. In addition to his law enforcement career, Jim has spent over 25 years as a strength and speed coach for high school, college, and professional athletes. His true passion is helping individuals reach their full potential and building high-level teams in all areas. He has trained and collaborated with law enforcement officers and military personnel from around the world.

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WORK PLAN

SECTION C
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WORK PLAN

1. PROJECT OVERVIEW
The project aims to provide professional consulting services for the Special Operations Team’s Continuity of Operations in Riverside and San Bernardino Counties. The focus is on enhancing the capabilities of Special Weapons and Tactics (SWAT), Hazardous Materials (HazMat) Response Teams, and Bomb Squads within the Riverside Urban Area Security Initiative (UASI) region.

2. PROJECT DELIVERABLE
Continuity of Operations Plan (CON OPS):

A comprehensive CON OPS document that outlines a structured approach to maintaining and enhancing special operations capabilities in Riverside and San Bernardino Counties. This document will serve as the primary deliverable, integrating various aspects of the project into a cohesive framework. The components listed below will be included in the CON OPS as support to the overall framework.

A. Incorporation of SWOT Analysis
B. Standard Operating Guideline (SOG) Recommendations
C. Identification of Areas for Future Enhancement and Evolution D. Implementation and Evaluation Framework

1. Ensure the participation and collaboration of regional special operations teams.

2. Conduct a SWOT analysis to identify strengths, weaknesses, opportunities, and threats.

3. Recommend Standard Operating Guidelines (SOG) to improve interoperability and incident response.

4. Identify areas for future enhancement and evolution.

5. Develop a Continuity of Operations Plan (CON OPS) that integrates Objectives 1-4.

4. PROJECT PHASES AND TASKS
Phase 1: Project Initiation & Resource Allocation
Task 1.1: Kick-off Meeting
• Schedule and conduct a kick-off meeting with City staff and key stakeholders • Discuss project scope, objectives, and deliverables
• Assign roles and responsibilities
P AGE 18
Task Responsibility: Project Manager

3. PROJECT OBJECTIVES

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Phase 2: Analysis and Planning
Task 2.1: SWOT Analysis (RFP Task 2)
• Conduct a detailed SWOT analysis for the special operations teams • Document findings and provide recommendations for operational enhancements Task Responsibility: Project Manager, Project Leads
Task 2.2: Develop SOG Recommendations (RFP Task 3 )
• Create a section within the CON OPS dedicated to SOG recommendations • Focus on improving interoperability, incident response integration, and communications. (RFP Task 4)
Task Responsibility: Project Manager
Phase 3: Plan Development
Task 3.1: Draft CON OPS
• Develop a draft of the Continuity of Operations Plan incorporating SWOT analysis and SOG recommendations
• Ensure the plan addresses current capabilities and potential challenges • Conduct report design and formatting activities
Task Responsibility: Project Manager
Task 3.2: Review and Feedback
• Share the draft CON OPS with stakeholders for review and feedback • Incorporate feedback and make necessary revisions
Task Responsibility: Project Manager, Project Leads, SMEs Task 1.2: Stakeholder Engagement (RFP Task 1)
• Identify and engage stakeholders from SWAT, HazMat, and Bomb Squads • Schedule regular virtual or live meetings for collaboration Task Responsibility: Project Leads
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Phase 4: Plan Finalization
Task 4.1: Finalize CON OPS
• Prepare the final version of the CON OPS
• Ensure all recommendations and strategies are integrated Task Responsibility: Project Manager
Task 4.2: Implementation Framework
• Develop a structured framework for the implementation of the CON OPS (RFP Task 5) • Include timelines, resource allocation, and responsible parties Task Responsibility: Project Leads
Task 4.3: Evaluation Mechanism
• Establish an evaluation mechanism to regularly assess the effectiveness of the CON OPS • Make necessary adjustments based on evaluation results Task Responsibility: Project Leads
Phase 5: Project Closeout
Task 5.1: Deliver Final CON OPS
• Deliver the final version of the CON OPS
Task 5.2: Documentation Closeout
• Deliver all final project reports and documentation
Task(s) Responsibility: Project Manager, Project Coordinator PAGE 20 Page 512 of 1003
Phase 1: Project Initiation &
Resource Allocation
Phase 2: Analysis & Planning
Phase 3: Plan Development
Phase 4: Plan Finalization
Phase 5: Project Closeout
Task 1.1 Kick-off Meeting: Week 2
Task 1.2 Stakeholder Engagement: Weeks 3-6
Task 2.1 SWOT Analysis: Weeks 7-8
Task 2.2 Develop SOG Recommendations: Weeks 9-11
Task 3.1 Draft CON OPS: Weeks 12-15
Task 3.2 Review and Feedback: Weeks 16-18
Task 4.1 Finalize CON OPS: Week 19
Task 4.2: Implementation Framework: Week 20
Task 4.3: Evaluation Mechanism: Weeks 21 -22
Task 5.1: Deliver Final CON OPS: Weeks 23 -24
Task 5.2: Documentation Closeout: Weeks 25 -26
NOV 24 DEC 24 JAN 25 FEB 25 MAR 25 APR 25
X
X
X
X
X
X
X
X
X
Project Timeframe – November 4, 2024 – April 30, 2025

5. PROJECT SCHEDULE
PAGE 2 1

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PAGE 2 2

6. RESOURCE ALLOCATION
For Principal Project Members
• Project Manager: Responsible for overall project coordination and communication • Project Lead: Leading a major component of the project • Project Coordinator: Responsible for providing administrative support to the project • SME: Subject Matter Expert providing subject or topical expertise to the project

7. QUALITY ASSURANCE AND CONTROL
Project Phases 4 and 5
• Implement a QA/QC process to ensure the quality and accuracy of all deliverables Project Phases 2 through 5
• Conduct regular client progress meetings to track milestones and address any issues Project Phases 1 through 5
• Conduct regular internal project team meetings to track milestones and address any issues Project Phase 1 through 5
• Maintain thorough documentation of all project activities and decisions

8. COMMUNICATION PLAN
• Regular updates to City staff and stakeholders through regular meetings and project status reports o Biweekly Project Meetings (by Project Manager)
o Monthly Project Status Reports (by Project Manager/Project Coordinator) • Transparent communication of project progress, challenges, and solutions o Monthly Project Status Reports (by Project Manager/Project Coordinator) • Ensure all stakeholders are informed and engaged throughout the project lifecycle o Biweekly Project Meetings (by Project Manager)
o Monthly Project Status Reports (by Project Manager/Project Coordinator) o Regular Project Notices (email) and Project Stakeholder Calls (as required) (by Project Leads)

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• Clear Objectives: Define and communicate project goals, expectations, and deliverables clearly at the project's outset.
• Active Participation: Engage in regular meetings and provide necessary feedback to ensure the project stays on track and aligns with expectations.
• Resource Allocation: Ensure the availability of internal resources, including key personnel, data, and tools, required for the project.
• Open Communication: Maintain open and honest communication with the Consultant, addressing any concerns or changes in scope as soon as they arise. • Decision-Making: Facilitate timely decision-making processes to avoid delays and ensure project progress.
• Access Provision: Provide the Consultant with necessary access to relevant systems, documentation, and facilities.
• Respect Timelines: Adhere to agreed-upon timelines for reviews, approvals, and information requests to maintain project momentum.
• Change Management: Collaborate on managing any changes in project scope, requirements, or timelines, ensuring mutual agreement on modifications.
• Partnership Approach: Foster a collaborative and respectful working relationship, recognizing that successful outcomes depend on both parties' commitment and cooperation. • Timely Payment: Pay invoices pursuant to contract terms and communicate any payment issues promptly with the Consultant.

City of Corona's Commitment
Successful project outcomes rely on a strong partnership between our team and yours. To ensure the best results, we've outlined key client responsibilities that foster effective collaboration and project efficiency. By fulfilling these roles, you actively contribute to the project's success, helping us deliver high-quality work on time and within scope. This mutual commitment not only improves project outcomes but also maximizes the value and impact of our combined efforts.

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APPENDIX A

GRANT AGREEMENT DOCUMENTS

MEMORANDUM OF UNDERSTANDING (MOU)

BETWEEN

THE CITY OF RIVERSIDE OFFICE OF EMERGENCY

MANAGEMENT
AND

THE CITY OF CORONA

REGARDING

URBAN AREA SECURITY INITIATIVE (UASI) GRANT

FUNDING
FOR FEDERAL FISCAL YEAR 2022
PROFESSIONAL CONSULTING SERVICES –

SPECIAL OPERATIONS TEAM CONTINUITY OF

OPERATIONS IN RIVERSIDE AND SAN BERNARDINO

COUNTIES
RFP 25-007AS

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OCalOES

OOVEANOR'S OFFICE

OF EM ERO ENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs
As the duly authorized representative of the Applicant, I hereby certify that the Applicant has the legal authority to apply for federal assistance and the institutional, managerial, and financial capability (including funds sufficient to pay any non-federal share of project cost) to ensure proper planning, management, and completion of the project described in this application, within prescribed timelines.

The requirements outlined in these assurances apply to Applicant and any of its subrecipients.

I further acknowledge that the Applicant is responsible for reviewing and adhering to all requirements within the:
(a) Applicable Federal Regulations (see below);
(b) Federal Program Notice of Funding Opportunity (NOFO); (c) Federal Preparedness Grants Manual;
(d) California Supplement to the NOFO; and
(e) Federal and State Grant Program Guidelines.

Federal Regulations
Government cost principles, uniform administrative requirements, and audit requirements for federal grant programs are set forth in Title 2, Part 200 of the Code of Federal Regulations (C.F.R.). Updates are issued by the Office of Management and Budget (0MB) and can be found at http://www.whitehouse.gov/omb/.

State and federal grant award requirements are set forth below. The Applicant hereby agrees to comply with the following:

1. Proof of Authority
The Applicant will obtain proof of authority from the city council, governing board, or authorized body in support of this project. This written authorization must specify that the Applicant and the city council, governing board, or authorized body agree:
(a) To provide all matching funds required for the grant project and that any cash match will be appropriated as required;
(b) Any liability arising out of the performance of this agreement shall be the responsibility of the Applicant and the city council, governing board, or authorized body;
(c) Grant funds shall not be used to supplant expenditures controlled by the city council, governing board, or authorized body;

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Attachment A

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cJ CalOES

GOVERNOR'S OFFICE

OF EMERGENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs
(d) The Applicant is authorized by the city council, governing board, or authorized body to apply for federal assistance, and the institutional, managerial and financial capability (including funds sufficient to pay the non-federal share of project cost, if any) to ensure proper planning, management and completion of the project described in this application; and
(e) Official executing this agreement is authorized by the Applicant.

This Proof of Authority must be maintained on file and readily available upon request.

2. Period of Performance
The period of performance is specified in the Award. The Applicant is only authorized to perform allowable activities approved under the award, within the period of performance.

3. Lobbying and Political Activities
As required by Sec tion 1352, Title 31 of the United States Code (U.S.C.), for persons entering into a contract, grant, loan, or cooperative agreement from an agency or requests or receives from an agency a commitment providing for the United States to insure or guarantee a loan, the Applicant certifies that:
(a) No federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of an agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any federal grant, the making of any federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any federal contract, grant, loan, or cooperative agreement.
(b) If any funds other than federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions.
(c) The Applicant shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and discloseaccordingly. ri

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OCalOES

OOVEIINOR 'S OFFI CE

OF EMERGENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs
The Applicant will also comply with provisions of the Hatch Act (5 U.S.C. §§ 1501- 1508 and §§ 7324-7328) which limit the political activities of employees whose principal employment activities are funded in whole or in part with federal funds.

Finally, the Applicant agrees that federal funds will not be used, directly or indirectly, to support the enactment, repeal, modification or adoption of any law, regulation or policy without the express written approval from the California Governor's Office of Emergency Services (Cal OES) or the federal awarding agency.

4. Debarment and Suspension
As required by Executive Orders 12549 and 12689, and 2 C.F.R. § 200.214 and codified in 2 C.F.R. Part 180, Debarment and Suspension, the Applicant will provide protection against waste, fraud, and abuse by debarring or suspending those persons deemed irresponsible in their dealings with the federal government. The Applicant certifies that it and its subrecipients:
(a) Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any federal department or agency;
(b) Have not within a three-year period preceding this application been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (federal. state, or local) transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements. or receiving stolen property;
(c) Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (federal, state, or local) with commission of any of the offenses enumerated in paragraph (2) (b) of this certification; and (d) Have not within a three-year period preceding this application had one or more public transaction (federal, state, or loc al) terminated for cause or default.

Where the Applicant is unable to certify to any of the statements in this certification, he or she shall attach an explanation to this application.

5. Non-Discrimination and Equal Employment Opportunity
The Applicant will comply with all state and federal statutes relating to nondiscrimination, including:

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[] CalOES

GOVERNOR'S OFFICE

OF EMERGENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs
(a) Title VI of the Civil Rights Act of 1964 (Public Law (P.L.) 88-352 and 42 U.S.C. § 2000d et. seq.) which prohibits discrimination on the basis of race, color, or national origin and requires that recipients of federal financial assistance take reasonable steps to provide meaningful access to persons with limited English proficiency ( LEP) to their programs and services;
(b) Title IX of the Education Amendments of 1972, (20 U .S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex in any federally funded educational program or activity;
(c) Section 504 of the Rehabilitation Act of 1973, (29 U.S.C. § 794), which prohibits discrimination against those with disabilities or access and functional needs; (d) Americans with Disabilities Act (ADA) of 1990 (42 U.S.C. §§ 12101- 12213), which prohibits discrimination on the basis of disability and requires buildings and structures be accessible to those with disabilities and access and functional needs;
(e) Age Discrimination Act of 1975, (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age;
(f) Public Health Service Act of 1912 ( 42 U .S.C. § § 290 dd-2), relating to confidentiality of patient records regarding substance abuse treatment; (g) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), relating to nondiscrimination in the sale, rental or financing of housing as implemented by the Department of Housing and Urban Development at 24 C.F.R. Partl 00. The prohibition on disability discrimination includes the requirement that new multifamily housing with four or more dwelling units-i.e., the public and common use areas and individual apartment units (all units in buildings with elevators and ground-floor units in buildings without elevators)- be designed and constructed with certain accessible features (See 24 C.F.R. § 100.201); (h) Executive Order 11246, which prohibits federal contractors and federally assisted construction contractors and subcontractors, who do over $10,000 in Government business in one year from discriminating in employment decisions on the basis of race, color, religion, sex, sexual orientation, gender identification or national origin;
(i) Executive Order 11375, which bans discrimination on the basis of race, color, religion, sex, sexual orientation, gender identification, or national origin in hiring and employment in both the United States federal workforce and on the part of government contractors;
(j) California Public Contract Code§ l 0295.3, which prohibits discrimination based on domestic partnerships and those in same sex marriages;

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OCalOES
OO\IERNOR'S OFFICE

OF EMERGENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs
(k) OHS policy to ensure the equal treatment of faith-based organizations, under which the Applicant must comply with equal treatment policies and requirements contained in 6 C.F.R. Part 19;
(I) The Applicant will comply with California's Fair Employment and Housing Act (FEHA) (California Government Code§§ 12940, 12945, 12945.2), as applicable.

FEHA prohibits harassment and discrimination in employment because of ancestry, familial status, race, color, religious creed (including religious dress and grooming practices), sex (which includes pregnancy, childbirth, breastfeeding and medical conditions related to pregnancy, childbirth or breastfeeding), gender, gender identity, gender expression, sexual orientation, marital status, national origin, ancestry, mental and physical disability, genetic information, medical condition, age, pregnancy, denial of medical and family care leave, or pregnancy disability leave, military and veteran status, and/or retaliation for protesting il legal discrimination related to one of these categories, or for reporting patient abuse in tax supported institutions; (m) Any other nondiscrimination provisions in the specific statute(s) under which application for federal assistance is being made; and
(n) The requirements of any other nondiscrimination statute(s) that may apply to this application.

6. Drug-Free Workplace
As required by the Drug-Free Workplace Act of 1988 (41 U.S.C. § 701 et seq.),the Applicant certifies that it will maintain a drug-free workplace and a drug-free awareness program as outlined in the Act.

7. Environmental Standards
The Applicant will comply with state and federal environmental standards, including:
(a) California Environmental Quality Act (CEQA) (California Public Resources Code § § 21000-211 77), to include coordination with the city or county planning agency;
(b) CEQA Guidelines (California Code of Regulations, Title 14, Division 6, Chapter 3, §§ 15000-15387);
(c) Federal Clean Water Act (CWA) (33 U.S.C. § 1251 et seq.), which establishes the basic structure for regulating discharges of pollutants into the waters of the United States and regulating quality standards for surface waters; (d) Federal Clean Air Act of 1955 (42 U.S.C. § 7 401) which regulates air emissions from stationary and mobile sources;

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GCalOES

OOVERNOR'S OFFICE

OF EMERGENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs
(e) Institution of environmental quality control measures under the National Environmental Policy Act (NEPA) of 1969 (P.L. 91-190); the Council on Environmental Quality Regulations for Implementing the Procedural Provisions of NEPA; and Executive Order 12898 which focuses on the environmental and human health effects of federal actions on minority and low-income populations with the goal of achieving environmental protection for all communities;
(f) Evaluation of flood hazards in floodplains in accordance with Executive Order 11988;
(g) Executive Order 11514 which sets forth national environmental standards; (h) Executive Order 11738 instituted to assure that each federal agency empowered to enter into contracts for the procurement of goods, materials, or services and each federal agency empowered to extend federal assistance by way of grant, loan, or contract shall undertake such procurement and assistance activities in a manner that will result in effective enforcement of the Clean Air Act and the Federal Water Pollution Control Act Executive Order 11990 which requires preservation ofwetlands;
(i) The Safe Drinking Water Act of 1974, (P.L. 93-523); (j) The Endangered Species Act of 1973, (P.L. 93-205);
(k) Assurance of project consistency with the approved state management program developed under the Coastal Zone Management Act of 1972 (16 U.S.C. §§1451 et seq.);
(I) Conformity of Federal Actions to State (Clear Air) Implementation Plans under Section 176(c) of the Clean Air Act of 1955, as amended (42 U.S.C. §§7401 et seq.);
(m) Wild and Scenic Rivers Act of 1968 ( 16 U.S.C. § 1271 et seq.) related to protecting components or potential components of the national wild and scenic rivers system.

The Applicant shall not be: 1) in violation of any order or resolution promulgated by the State Air Resources Board or an air pollution district; 2) subject to a cease and desist order pursuant to§ 13301 of the California Water Code for violation of waste discharge requirements or discharge prohibitions; or 3) determined to be in violation of federal law relating to air or water pollution.

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OCalOES

GOVERNOR' S OFFICE

OF EM ERO ENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs

8. Audits
For subrecipients expending $750,000 or more in federal grant funds annually, the Applicant will perform the required financial and compliance audits in accordance with the Single Audit Act Amendments of 1996 and Title 2 of the Code of Federal Regulations, Part 200, Subpart F Audit Requirements.

9. Cooperation and Access to Records
The Applicant must cooperate with any compliance reviews or investigations conducted by OHS. In accordance with 2 C.F.R. § 200.337, the Applicant will give the awarding agency, the Comptroller General of the United States and, if appropriate, the state, through any authorized representative, access to and the right to examine all records, books, papers, or documents related to the award. The Applicant will require any subrecipients, contractors, successors, transferees and assignees to acknowledge and agree to comply with this provision.
1 o. Conflict of Interest
The Applicant will establish safeguards to prohibit the Applicant's employees from using their positions for a purpose that constitutes or presents the appearance of personal or organizational conflict of interest, or personal gain.

11. Financial Management
False Claims for Payment - The Applicant will comply with 31 U.S.C §§ 3729-3733 which provides that Applicant shall not submit a false claim for payment, reimbursement, or advance.

12. Reporting - Accountability
The Applicant agrees to comply with applicable provisions of the Federal Funding Accountability and Transparency Act (FFATA) (P.L. 109-282), including but not limited to (a) the reporting of subawards obligating $30,000 or more in federal funds, and (b) executive compensation data for first-tier subawards as set forth in 2 C.F.R. Part 170, Appendix A. The Applicant also agrees to comply with the requirements set forth in the government-wide financial assistance award term regarding the System for Award Management and Universal Identifier Requirements located at 2 C.F.R. Part 25, Appendix A.

13. Whistleblower Protections
The Applicant must comply with statutory requirements for whistleblower protections at 10 U.S.C. § 2409, 41 U.S.C. § 471 2, and lO U.S.C. § 2324, 41 U.S.C. § 4304 and§ 4310.

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OF EMERGENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs

14. Human Trafficking
The Applicant will comply with the requirements of Section l 06(g) of the Trafficking Victims Protection Act of 2000, as amended (22 U.S.C. § 7104) which prohibits the Applicant or its subrecipients from: ( l) engaging in trafficking in persons during the period of time that the award is in effect; (2) procuring a commercial sex act during the period of time that the award is in effect; or (3) using forced labor in the performance of the award or subawards under the award.

15. Labor Standards
The Applicant will comply with the following federal labor standards:
(a) The Davis-Bacon Act (40 U.S.C. §§ 276a to 276a-7), as applicable, and the_ Copeland Act ( 40 U.S.C. § 3145 and 18 U .S.C. § 87 4) and the Contract Work Hours and Safety Standards Act (40 U.S.C. §§ 327-333), regarding labor standards for federally-assisted construction contracts or subcontracts, and (b) The Federal Fair Labor Standards Act (29 U.S.C. § 201 et al.) as they apply to employees of institutes of higher learning (IHE), hospitals and other non-profit organizations.

16. Worker's Compensation
The Applicant must comply with provisions which require every employer to be insured to protect workers who may be injured on the job at all times during the performance of the work of this Agreement, as per the workers compensation laws set forth in California Labor Code§§ 3700 et seq.

17. Property-Related
If applicable to the type of project funded by this federal award, the Applicant will:
(a) Comply with the requirements of Titles II and Ill of the Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970 (P.L. 91-646) which provide for fair and equitable treatment of persons displaced or whose property is acquired as a result of federal or federally-assisted programs. These requirements apply to all interests in real property acquired for project purposes regardless of federal participation in purchase;
(b) Comply with flood insurance purchase requirements of Section l 02(a) of the Flood Disaster Protection Act of 1973 (P.L. 93-234) which requires federal award subrecipients in a special flood hazard area to participate in the program and to purchase flood insurance if the total cost of insurable construction and acquisition is $10,000 or more;

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Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs
(c) Assist the awarding agency in assuring compliance with Section l 06 of the National Historic Preservation Act of 1966, as amended ( 16 U.S.C. § 470), Executive Order 11593 (identification and protection of historic properties), and the Archaeological and Historic Preservation Act of 197 4 ( 16 U.S.C. § 469a-l et seq.); and
(d) Comply with the Lead-Based Paint Poisoning Prevention Act (42 U.S.C. § 4831 and 24 CFR Part 35) which prohibits the use of lead-based paint in construction or rehabilitation of residence structures.

18. Certifications Applicable Only to Federally-Funded Construction Projects For all construction projects, the Applicant will:
(a) Not dispose of, modify the use of, or change the terms of the real property title or other interest in the site and facilities without permission and instructions from the awarding agency. Will record the federal awarding agency directives and will include a covenant in the title of real property ac quired in whole or in part with federal assistance funds to assure nondiscrimination during the useful life of the project;
(b) Comply with the requirements of the awarding agency with regard to the drafting, review and approval of construction plans and specifications; and (c) Provide and maintain competent and adequate engineering supervision at the construction site to ensure that the complete work conforms with the approved plans and specifications and will furnish progressive reports and such other information as may be required by the assistance awarding agency or State.

19. Use of Cellular Device While Driving is Prohibited
The Applicant is required to comply with California Vehicle Code sections 23123 and 23123.5. These laws prohibit driving motor vehicle while using an electronic wireless communications device to write, send, or read a text-based communication. Drivers are also prohibited from the use of a wireless telephone without hands-free listening and talking, unless to make an emergency call to 911, law enforcement, or similar services.

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GOVERNOR'S OFFICE

OF EMERGENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs

20. California Public Records Act and Freedom of Information Act The Applicant acknowledges that all information submitted in the course of applying for funding under this program, or provided in the course of an entity's grant management activities that are under Federal control, is subject to the Freedom of Information Act (FOIA), 5 U.S.C. § 552, and the California Public Records Act, California Government Code section 6250 et seq. The Applicant should consider these laws and consult its own State and local laws and regulations regarding the release of information when reporting sensitive matters in the grant application, needs assessment, and strategic planning process.

HOMELAND SECURITY GRANT PROGRAM (HSGP) -

PROGRAM SPECIFIC ASSURANCES / CERTIFICATIONS
21 . Acknowledgment of Federal Funding from DHS
The Applicant must acknowledge its use of federal funding when issuing statements, press releases, requests for proposals, bid invitations, and other documents describing projects or programs funded in whole or in part with federal funds.

22. Activities Conducted Abroad
The Applicant must ensure that project activities carried on outside the United States are coordinated as necessary with appropriate government authorities and that appropriate licenses, permits, or approvals are obtained.

23. Best Practices for Collection and Use of Personally Identifiable Information (PII) OHS defines personally identifiable information (PII) as any information that permits the identity of an individual to be directly or indirectly inferred, including any information that is linked or linkable to that individual. If the Applicant collects PII, the Applicant is required to have a publicly-available privacy policy that describes standards on the usage and maintenance of PII they collect. The Applicant may refer to the OHS Privacy Impact Assessments: Privacy Guidance and Privacy template as a useful resource.

24. Copyright
The Applicant must affix the applicable copyright notices of 17 U.S.C. §§ 401 or 402 and an acknowledgement of U.S. Government sponsorship (including the award number) to any work first produced under federal financial assistance awards.

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CJ CalOES

OOVERNOR'S OFFICE

OF EMERGENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs

25. Duplication of Benefits
Any cost allocable to a particular federal financial assistance award provided for in 2 C.F.R. Part 200, Subpart E may not be charged to other federal financial assistance awards to overcome fund deficiencies, to avoid restrictions imposed by federal statutes, regulations, or federal financial assistance award terms and conditions, or for other reasons. However, these prohibitions would not preclude the Applicant from shifting costs that are allowable under two or more awards in accordance with existing federal statutes, regulations, or the federal financial assistance award terms and conditions.

26. Energy Policy and Conservation Act
The Applicant must comply with the requirements of 42 U.S.C. § 6201 which contain policies relating to energy efficiency that are defined in the state energy conservation plan issued in compliance with this Act.

27. Federal Debt Status
The Applicant is required to be non-delinquent in its repayment of any federal debt.

Examples of relevant debt include delinquent payroll and other taxes, audit disallowances, and benefit overpayments. See 0MB Circular A-129.

28. Fly America Act of 1974
The Applicant must comply with Preference for U.S. Flag Air Carriers: (air carriers holding certificates under 49 U.S.C. § 41102) for international air transportation of people and property to the extent that such service is available, in accordance with the International Air Transportation Fair Competitive Practices Act of 197 4 ( 49 U .S.C. § 40118) and the interpretative guidelines issued by the Comptroller General of the United States in the March 31, 1981, amendment to Comptroller General Decision B138942.

29. Hotel and Motel Fire Safety Act of 1990
In accordance with Section 6 of the Hotel and Motel Fire Safety Act of 1990, the Applicant must ensure that all conference, meeting, convention, or training space funded in whole or in part with federal funds complies with the fire prevention and control guidelines of the Federal Fire Prevention and Control Act of 197 4, as amended, 15 U.S.C. § 2225a.

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OCalOES
GOVERNOR' S Ol'FICE

OF EMERGENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs

30. Non-supplanting Requirement
If the Applicant receives federal financial assistance awards made under programs that prohibit supplanting by law, the Applicant must ensure that federal funds do not replace (supplant) funds that have been budgeted for the same purpose through non- federal sources.
31 . Patents and Intellectual Property Rights
Unless otherwise provided by law, the Applicant is subject to the Bayh-Dole Act, Pub.

L. No. 96-517, as amended, and codified in 35 U.S.C. § 200 et seq. The Applicant is subject to the specific requirements governing the development, reporting, and disposition of rights to inventions and patents resulting from financial assistance awards located at 37 C.F.R. Part 401 and the standard patent rights clause located at 37 C.F.R. § 401.14.

32. SAFECOM
If the Applicant receives federal financial assistance awards made under programs that provide emergency communication equipment and its related activities, the Applicant must comply with the SAFECOM Guidance for Emergency Communication Grants, including provisions on technical standards that ensure and enhance interoperable communications.

33. Terrorist Financing
The Applicant must comply with Executive Order 13224 and U.S. law that prohibit transactions with, and the provisions of resources and support to, individuals and organizations associated with terrorism. The Applicant is legally responsible for ensuring compliance with the Order and laws.

34. Reporting of Matters Related to Recipient Integrity and Performance If the total value of the Applicant's currently active grants, cooperative agreements, and procurement contracts from all federal assistance offices exceeds $10,000,000 for any period of time during the period of performance of this federal financial assistance award, the Applicant must comply with the requirements set forth in the government-wide Award Term and Condition for Recipient Integrity and Performance Matters located at 2 C.F.R. Part 200, Appendix XII, the full text of which is incorporated here by reference in the award terms and conditions.

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OOVERNOR'S OFFICE

OF EMERGENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs

35. USA Patriot Act of 2001
The Applicant must comply with requirements of the Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act (USA PATRIOT Act), which amends 18 U.S.C. §§ 175-175c.

36. Use of OHS Seal, Logo, and Flags
The Applicant must obtain permission from their OHS Financial Assistance Office, prior t0 using the OHS seal(s), logos, crests or reproductions of flags or likenesses of OHS agency officials, including use of the United States Coast Guard seal, logo, crests or reproductions of flags or likenesses of Coast Guard officials.

37. Performance Goals
In addition to the Biannual Strategy Implementation Report submission requirements outlined in the Preparedness Grants Manual, the Applicant must demonstrate how the grant-funded project addresses the core capability gap associated with each project and identified in the Threat and Hazard Identification and Risk Analysis or Stakeholder Preparedness Review or sustains existing capabilities, as applicable. The capability gap reduction or capability sustainment must be addressed in the Project Description of the BSIR for each project.

38. Applicability of DHS Standard Terms and Conditions to Tribes The OHS Standard Terms and Conditions are a restatement of general requirements imposed upon the Applicant and flow down to any of its subrecipients as a matter of law, regulation, or executive order. If the requirement does not apply to Indian tribes or there is a federal law or regulation exempting its application to Indian tribes, then the acceptance by Tribes of, or acquiescence to, OHS Standard Terms and Conditions does not change or alter its inapplicability to an Indian tribe. The execution of grant documents is not intended to change, alter, amend, or impose additional liability or responsibility upon the Tribe where it does not already exist.

39. Required Use of American Iron, Steel, Manufactured Products, and Construction Materials
The Applicant must comply with the "Build America, Buy America" Act (BABAA), enacted as part of the Infrastructure Investment and Jobs Act and Executive Order 14005. Applicants receiving a federal award subject to BABAA requirements may not use federal financial assistance funds for infrastructure projects unless:

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OCalOES
OOVERNOR"S OFFICE

OF EMERGENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs
(a) All iron and steel used in the project are produced in the United States - this means all manufacturing processes, from the initial melting stage through the application of coatings, occurred in the United States; (b) All manufactured products used in the project are produced in the United States - this means the manufactured product was manufactured in the United States; and the cost of the components of the manufactured product that are mined, produced, or manufactured in the United States is greater than 55 percent of the total cost of all components of the manufactured product, unless another standard for determining the minimum amount of domestic content of the manufactured product has been established under applicable law or regulation; and
(c) All construction materials are manufactured in the United States - this means that all manufacturing processes for the construction material occurred in the United States.

The "Buy America" preference only applies to articles, materials, and supplies that are consumed in, incorporated into, or affixed to an infrastructure project. It does not apply to tools, equipment, and supplies, such as temporary scaffolding, brought to the construction site and removed at or before the completion of the infrastructure project. Nor does a Buy America preference apply to equipment and furnishings, such as movable chairs, desks, and portable computer equipment, that are used at or within the finished infrastructure project but are not an integral part of the structure or permanently affixed to the infrastructure project.

Per section 70914(c) of BABAA, FEMA may waive the application of a Buy America preference under an infrastructure program in certain cases.

On July 1, 2022, 0MB approved FEMA's General Applicability Public Interest Waiver of the BABAA requirements to be effective for a period of six months, through January 1, 2023. Applicants will not be required to follow the BABAA requirements for FEMA awards made, and any other funding FEMA obligates, during this waiver period. For any new awards FEMA makes after January 1, 2023, as well as new funding FEMA obligates to existing awards or through renewal awards where the new funding is obligated after January 1, 2023, Applicants will be required to follow the BABAA requirements unless another waiver is requested and approved.

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OCalOES

OOVEANOR'S OFFICE

OF EMERGENCY SERVICES
Standard Assurances
For Cal OES Federal Non-Disaster Grant Programs

IMPORTANT
The purpose of these assurances is to obtain federal and state financial assistance, including any and all federal and state grants, loans, reimbursement, contracts, etc.

Applicant recognizes and agrees that state financial assistance will be extended based on the representations made in these assurances. These assurances are binding on Applicant, its successors, transferees, assignees, etc. as well as any of its subrecipients.

Failure to comply with any of the above assurances may result in suspension, termination, or reduction of grant funds.

All appropriate documentation, as outlined above, must be maintained on file by the Applicant and available for Cal OES or public scrutiny upon request. Failure to comply with these requirements may result in suspension of payments under the grant or termination of the grant or both and the Applicant may be ineligible for award of any future grants if Cal OES determines that the Applicant: ( l ) has made false certification, or (2) violates the certification by failing to carry out the requirements as noted above.

All of the language contained within this document must be included in the award documents for all subawards at all tiers. Applicants are bound by the Department of Homeland Security Standard Terms and Conditions 2022, Version 3, hereby incorporated by reference, which can be found at: https://www.dhs.gov/publication/fyl 5-dhsstandard-terms-and-conditions.

The undersigned represents that he/ she is authorized to enter into this agreement for and on behalf of the Applicant.

Applicant: CO[,LcµJA:: h ~ a c/J ~~M.,C::,~
Signature of Authorized Agent: ~ l!! ~
Printed Name of Authorized Age~ ~ '--/O -...J ~ C.:,,
Title: --- -t--uLE° Ct-1c 2:C Date: I\ . oE:, , 2-02-3

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Attachment B

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Attachment C

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Attachment D

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Attachment E

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Professional Consulting Services - Special Operations Team:

Continuity of Operations in Riverside and San Bernardino Counties RFP 25-007AS
Addendum 1

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CITY OF CORONA
FINANCE DEPARTMENT – PURCHASING DIVISION
===============================================
August 26, 2024
SUBJECT: Request for Proposals (RFP) No. 25-007AS
Addendum No. 1
Professional Consulting Services - Special Operations Team: Continuity of Operations in Riverside and San Bernardino Counties
This Addendum No. 1 to the subject Request for Proposals (RFP) revises sections of the RFP Instructions and Project Scope of Services, revises the contract term, and provides answers to questions received. Please note the proposal due date and time have not changed.

All provisions of this Addendum No. 1 are hereby incorporated by reference into the subject RFP.

Consultants shall account for all provisions pursuant to this Addendum No. 1 in submitting their proposals. Each consultant shall acknowledge receipt of this Addendum in their proposal in the spaces provided therein.

1. RFP Instructions Revisions:

1.01 Section II, RFP Instructions, Subsection J. Contract Term, is hereby deleted in its entirety and replaced with the following:

J. Contract Term
The initial contract term will be for approximately five (5) months and shall be effective on or about November 6, 2024 through April 30, 2025, unless requested extension is granted by State grant authorities.

2. Project Description and Scope of Services Revisions:

2.01 Section IV, Project Description and Scope of Services, paragraph 5, is hereby deleted in its entirety and replaced with the following:

The City anticipates that this RFP will result in one contract award for approximately a (5) five-month period. Upon award of the project, the selected consultant shall begin the work no later than the date required in the notification of project award. By submitting a proposal to this RFP No. 25-007AS, consultant agrees to abide by their proposal or work deadlines required by the City, and

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Professional Consulting Services - Special Operations Team:

Continuity of Operations in Riverside and San Bernardino Counties RFP 25-007AS
Addendum 1

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consultants agree that failure to meet such deadlines, or failure to respond to project solicitations, may result in termination of consultant’s contract.

3. Questions & Answers:

3.01 Question: “This grant appears to be FY 2022 UASI grant funded. a. What is the grant performance period of the 2022 UASI grant? (Attachment A- Grant Agreement indicates a performance period of 09/01/2022- 01/01/2025)”
Answer: The original intent was to have a six-month performance period (November through June). The grant performance period is effective on or about November 6, 2024 through April 30, 2025, which factors in a request for an extension, which was granted through April 30, 2025.

3.02 Question: “Hs a project period been established for this project? a.If so, is the project period different or the same as the grant performance period? (Attachment A-Grant Agreement indicates a performance period of 09/01/2022-01/01/2025)”
Answer: The initial contract term shall be effective on or about November 6, 2024 through April 30, 2025, unless requested extension is granted by State grant authorities.

3.03 Question: “Attachment A-Grant Agreement indicates a performance period of 09/01/2022-01/01/2025. a. Has the City applied for a grant extension? b.

If so, what is the status of that request?”
Answer: The City has requested for a grant extension. It is currently pending.

Annette Solorio
______________________________
Annette Solorio
Purchasing Specialist II
City of Corona
400 South Vicentia Avenue, Suite 320
Corona, CA 92882
Office: 951-739-4922
Email: [email protected]

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DATE: 11/06/2024
TO: Honorable Mayor and City Council Members
FROM: Public Works Department
2024-120

REQUEST FOR CITY COUNCIL ACTION
SUBJECT:

PURCHASE OF SPLASH PAD EQUIPMENT FOR THE COMMUNITY FACILITIES & INFRASTRUCTURE PHASE I – VICTORIA PARK SPLASHPAD, CAPITAL IMPROVEMENT PROJECT NO. FC-2023-12 FROM VORTEX INTERNATIONAL

UTILIZING THE PUBLICLY SOLICITED CONTRACT THROUGH THE NATIONAL PROCUREMENT PARTNERS (NPP), CONTRACT NUMBER PS21115
EXECUTIVE SUMMARY:

This staff report asks Council to authorize the purchase of splash pad equipment for Victoria park from Vortex International in the amount of $323,843.09. The lead time for splash pad equipment orders is currently greater than 90 days. If the City purchases the equipment in advance via a cooperative purchase agreement it will save any contractor markup on the equipment and accelerate the construction of the project.

RECOMMENDED ACTION:

That the City Council:
a. Approve the use of the contract through the National Procurement Partners Agreement Number PS21115 for the purchase of splash pad equipment for the Community Facilities & Infrastructure Phase I - Victoria Park Splashpad, Capital Improvement Project No. FC-2023-12.

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b. Make a determination under Corona Municipal Code Section 3.08.140(c) that competitive bidding is not required for this purchase based upon the reasons provided in the "Basis for Determination of Competitive Bidding" section of this report.
c. Authorize the City Manager and City Attorney, or his designee, to negotiate and execute non-substantive extensions, change orders and amendments up to $32,384 or 10% of the original purchase order amount as authorized in Corona Municipal Code Section 3.08.080(I)
d. Authorize the City Manager, or his designee, to issue a Purchase Order to Vortex International in the amount of $323,843.09 for the purchase of splash pad equipment for the Community Facilities & Infrastructure Phase I – Victoria Park Splashpad, Capital Improvement Project No. FC-2023-12.

BACKGROUND & HISTORY:

Victoria Park is a 2.29-acre park located at the intersection of South Victoria Avenue and East 9th Street and is zoned for Parks. See Exhibit 1 for an overall map of Victoria Park.

Existing park amenities include a community center, basketball court, playground, picnic benches, and parking area. Installation of a new splash pad at Victoria Park is identified as a Systemwide Enhancement in the Parks and Recreation Master plan. The Victoria Park Splashpad is also supported by the City’s Strategic Priorities for the Downtown area.

The proposed splash pad includes several water features and designated play areas with multiple sprayers. It is proposed to be in an underutilized turf area within the park.

ANALYSIS:

The City currently has two widely used splash pads at Citrus Park and Ridgeline Park.

Both locations include Vortex International splash pad equipment, which has performed well over the years. For consistency and ease of maintenance, staff recommends using the same equipment manufacturer for the new splash pad at Victoria Park.

The attached Exhibit 2 is the splash pad renderings for the Victoria Park location. The equipment includes water jets and lights that create an immersive play experience and free-standing, interactive spinning water play features propelled by water.

The construction contract for the Victoria Park splash pad is out to bid. The lead time for splash pad equipment orders is over 90 days. By ordering the equipment now, the City will have the equipment ready for the contractor to install closer to the commencement of construction.

The Public Works Department is requesting an exception to competitive bidding for the purchase of the splash pad equipment for the Community Facilities & Infrastructure Phase I – Victoria Park Splashpad Project based on the following:

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This method of procurement is permitted per the Corona Municipal Code Section

3.08.140(c), which states that competitive bidding has been satisfied under the following conditions:
(1) A competitive bid procedure has been conducted by another public agency including, but not limited to, another local agency, the state through the California Multiple Award Schedule (CMAS), the federal government through the General Services Administration (GSA), the U.S. Communities Government Purchasing Alliance, or the Western States Contracting Alliance (WSCA); and (2) The price to the city is equal to or better than the price to that public agency.

The City has satisfied the terms of the code because the City intends to use a publicly solicited contract through the National Procurement Partners (NPP). Staff is requesting an Exception to Bid for the purchase of splash pad equipment for the Community Facilities & Infrastructure Phase I – Victoria Park Splashpad Project from Vortex International.

Vortex International has a current contract under NPP Number PS21115, attached as Exhibit 3, for the term of March 15, 2021, through March 15, 2027.

By utilizing the NPP program, the City of Corona is saving 5% off the list price, a total savings of $14,565.08. It will also avoid any contractor markup that would be applied if included in the construction contract.

FINANCIAL IMPACT:

Funding for the recommended actions is available in the Community Facilities & Infrastructure Phase I – Victoria Park Splashpad Capital Improvement Project No. FC2023-12, within the CDBG Grant Fund 431. The current available balance in this funding source is $613,557 and sufficient for the purchase of the splash pad equipment. The equipment installation will be awarded after the public works bidding process has been conducted.

ENVIRONMENTAL ANALYSIS:

This action is categorically exempt pursuant to Sections 15302 of the Guidelines for the California Environmental Quality Act (CEQA), which states that the operation, repair, maintenance, permitting, leasing, licensing, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features, involving negligible or no expansion of use beyond that existing at the time of the CEQA determination, and is therefore exempt from CEQA. This action involves the purchase of splash pad equipment for future installation at an existing park for the purpose of enhancing the experience at the existing public facility. Therefore, no environmental analysis is required, and staff has filed a Notice of Exemption with the County of Riverside.

PREPARED BY: RACHEL MCLURE, CIP SUPERVISOR
REVIEWED BY: SAVAT KHAMPHOU, PUBLIC WORKS DIRECTOR

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ATTACHMENTS:

1. Exhibit 1 – Location Map

2. Exhibit 2 – Splashpad Renderings

3. Exhibit 3 – Vortex Quote and Cooperative Purchase Agreement

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CITY OF CORONA

PUBLIC WORKS DEPARTMENT

VICTORIA PARK SPLASHPAD
PROJECT NO FC-2023-12
EXHIBIT 1 – LOCATION MAP

PROJECT LOCATION

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Version A - 39734
Victoria Park Splashpad, City of Corona, California

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Water
moves
us

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We understand how every drop, stream, and
splash shapes the world around us. By harnessing
the transformative power of water, Vortex creates play
experiences for children to develop, communities to
flourish, and businesses to thrive. We exist to leave an impact—one that lasts long after families are dried off.

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We put a lot of stock into local representation.

Every collaboration begins by getting to know
the families you’re servicing and thinking
creatively about how we can help them
grow. We ensure that no matter where you’re
situated, our customer service and expert
guidance come equipped with an intuitive
understanding of what sets your facility apart.

Every Vortex project is engineered on-site to
ensure the highest quality and safety standards.

We use stainless and galvanized steel sourced
from North America and are vertically
integrated for maximum quality control.

Manufactured and tested in our Montreal
headquarters, products are designed to last
and require little maintenance.

To foster a rich understanding of your unique
needs, our design team draws its talent from
many disciplines. Engineers, creative designers,
childhood development specialists, and water
choreography experts tackle new projects
from all exciting angles. Our multidisciplinary
approach oversees countless variables
including water management, accessibility,
and (most importantly) play.
8,000
Projects
50 Countries
100+
Awards
Our boots on
the ground
Our superior
quality
Our diverse
expertise
Why choose Vortex?

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5 Victoria Park Splashpad, City of Corona, California
Version A - 39734 View 1
All 3D renders shown are for illustration purposes only. Actual colors, textures and finishes may differ from renders.

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6 Victoria Park Splashpad, City of Corona, California
Version A - 39734 View 2
All 3D renders shown are for illustration purposes only. Actual colors, textures and finishes may differ from renders.

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7 Victoria Park Splashpad, City of Corona, California
Version A - 39734 View 3
All 3D renders shown are for illustration purposes only. Actual colors, textures and finishes may differ from renders.

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8 Victoria Park Splashpad, City of Corona, California
Version A - 39734 View 4
All 3D renders shown are for illustration purposes only. Actual colors, textures and finishes may differ from renders.

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9 Splashpad® Victoria Park Splashpad, City of Corona, California Version A - 39734 Play Value Planning
Play Value Planning
Aquatic play may feel spontaneous, but it actually requires lots of planning. We design every play experience to keep families engaged, boost dwell times, and increase return visits.

To build lasting memories among moms, dads, and little
ones of all abilities, we carefully consider how to integrate products that cater to everything from the location’s footprint and capacity to its demographics and theming objectives.

Sensory
Stimulates & develops multiple
sense experiences
Spray
Encourages teamwork &
competition
Tactile
Promotes discovery of water
textures
Iconic
Features interactive fun & serves
as a social gathering place
Circuit
Encourages physical
development
Flow
Develops discovery
& learning
Kinetic
Features interactive fun &
encourages movement
Misty
Cloud-like experience gives
refreshing thrills
Teen
Family
Toddler

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10 Victoria Park Splashpad, City of Corona, California
Version A - 39734 Color Options
Beige
RAL 1015
Yellow
Orange
Saffron
RAL 1017
Orange
Yellow
RAL 1023
Red
Red
Orange
RAL 2011
Green
Lime
Red*
RAL 3000
Blue
Blue
Fuchsia
RAL 4006
Navy Blue
RAL 5003
Sky Blue
RAL 5012
Blue
RAL 5017
Pastel Blue
RAL 5024
Vortex Colors
SeeFlow™ Orbs Accessories
Superwave Supersplash Twinsplash
Green
RAL 6018
Mint Green
RAL 6019
Pale Green
RAL 6021
Fern Green
RAL 6025
Coral Green
RAL 6027
Forest Green
RAL 6029
Grey
RAL 7040
Sparkle
RAL 90080
Brown
RAL 8024
White
RAL 9003
Black
RAL 9017
PlaySafe™ Drain ToeGuard™ TwirlTec™ PodSpray™ TwistNozzle™ LED Available in Vortex Blue (as shown)
Vortex Colors
Vortex Colors
Vortex Colors
SeeFlow™
SeeFlow™
SeeFlow™
Vortex Colors
Vortex Colors
Vortex Colors
Vortex Colors
Steel and Fiberglass (excluding waterslides) * An additional fee will apply on fiberglass waterslide applications.

Urban Marine Nature Vibrant

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vortex-intl.com
Vortex Aquatic Structures International
[email protected]

1.877.586.7839 (USA & Canada)
+1.514.694.3868 (International)

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QUOTE
Account Name: City of Corona - Parks & Community Services Department
Created Date: 10/15/2024 3:59 PM
Project Name: 39734-Victoria Park/Corona/Ca Quote Number: QUO-17825-D0R3P3 Project ID: 39734 Quote Name: Version A
Bill To Name: City of Corona - Parks & Community Services Department
Bill To Address: 0
400 S VICENTIA AVE
Corona, CA 92882
United States
Contact Name: Steven Liao
Phone: (714) 754-7311 x 402
Email: [email protected]
Everette Lathan
Email: [email protected]
Prepared By:

Incoterm:

VOR Product No. Product Name Description QTY
1- Play Products
7234 103350-304L LUNA No.3 (SW, PC) 1
7240 103644-304L HELIO No.5 (SW, PC) 1
7061 123223-304L COREOPLAY RAINBOW (8X LUMIFLOW,
EM, PC) 1
104087-304L SPRAY LOOP W/ GRAPHICS (SW, PC) 1
0622 129863-304L ACTIVATOR NO4 (SM, PC) 1
2- Water Management System and Controls
1- Water Quality Management System 'WQMS'
WQMS
D
130921-304L WQMS DOME S-LOOP 15V 2X7SQ.FT
FILTER 5HP W VFD 208-230V 3PH 60HZ
WQMS DOME S-LOOP 15V 2X7SQ.FT FILTER 5HP W VFD 208-
230V 3PH 60HZ 1
4- Drains
1004 103080-304L PLAYSAFE DRAIN Nº4 (EM,PC) PLAYSAFE DRAIN Nº4 (EM,PC) 1 5- Additional products
131466-304L
PURIFY DOME KIT S-LOOP 396/361
GPM, 208-230V 1PH, 4" PIPING, WF-115-
4 PURIFY DOME KIT S-LOOP 396/361 GPM, 208-230V 1PH, 4"
PIPING, WF-115-4
1 CTM 122341 UNDERGROUND CHEMICAL
RESERVOIR- 50 GALLON (EM) UNDERGROUND CHEMICAL RESERVOIR- 50 GALLON (EM) 2 122673 AT&T LTE CELL MODULE ELECTRICAL AT&T LTE CELL MODULE ELECTRICAL 1 5- Discount
12070 Price Adjustment 2025 Pricing 1
12010 Buying Group - Products NPP 1
6- Services
10010 10010 WQMS Start-Up & Training Fees 1
Vortex Aquatic Structures International, Corporate Headquarters 7800 Trans Canada, Pointe-Claire, Québec, Canada, H9R 1C6 Tel: +1-514-694-3868 or 1-877-586-7839 (USA & Canada)
Email: [email protected] Website: vortex-intl.com
Vortex Aquatic Structures International, USA Office
3500 South Dupont Highway, Suite EP-101, Dover, DE 19901 Tel: +1 (704) 280-09271 or 1-877-586-7839 (USA & Canada)

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QUOTE
Additional Information
NPP member ID is M-5722234.
7- Installation Kits
101143-304L INSTALLATION KIT #SAFESWAP NO1 2
103539-304 INSTALLATION KIT #SAFESWAP NO7
(MEDIUM SW) SURFACE MOUNT 1
101134-304 INSTALLATION KIT V-JET No.1 24
103536-304L INSTALLATION KIT _LUMIFLOW 8
103543-304L Installation Kit Safeswap N°2 2
100308 TOOL KIT #28:RIV-VOZZLE TOOL 1
102309-304L TOOL KIT #116: LUNA No.3 NOZZLE
TOOL_WELDING 1
102313 TOOL KIT #0 : 1
102314 TOOL KIT #1 :SECURITY BITS (ALL) 1
123637-304L TOOL KIT #128: INSTALLATION KIT FOR
SPRAY LOOP (1 LOOP) 1
8- Parts
102317 TOE GUARD SINGLE 4" ASSEMBLY 1
WCS 5313.0022R01 WCS 4000G, SINGLE LOOP, ADJ.

SUCTION & RETURN (EM) 1
DTM 122984-304L DEBRIS TRAP HDPE WITH RAIN
DIVERTER VALVE (LEFT) (EM) 1
109877
LUMIFLOW_PWR_PCK_UL_120VAC_14
VAC_600W_ETH_MAX_12_LED_DMX_3
0W
1 Custom Part - WDS
WDS ECCC 2.0
VOR 39734D2404RC0

EMPTY SHELL CABINET
1 9- Transport
19030 19030 Freight Fee 1
19020 19020 Embed Freight Fee 1
18020 18020 Packaging Fee 1
Vortex Aquatic Structures International, Corporate Headquarters 7800 Trans Canada, Pointe-Claire, Québec, Canada, H9R 1C6 Tel: +1-514-694-3868 or 1-877-586-7839 (USA & Canada)
Email: [email protected] Website: vortex-intl.com
Vortex Aquatic Structures International, USA Office
3500 South Dupont Highway, Suite EP-101, Dover, DE 19901 Tel: +1 (704) 280-09271 or 1-877-586-7839 (USA & Canada)

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QUOTE
Payment Terms
The following terms and conditions (the "Terms and Conditions") form part of the Purchase Contract (the "Purchase Contract) between yourself (the "Customer, and Vortex Aquatic Structures International and/or Vortex USA Inc. ("Vortex"). The Customer's acceptance and understanding of these Terms and Conditions and all other supporting documentation provided as part of this package is evidenced by signing of the Purchase Contract.

Purchase Contract Terms & Conditions of Sales
Terms & Conditions
Products Payment Terms: Product >$250K+: 30% deposit at PO, 50% at shipment, 20% net 45 Total Summary
Customer Signature:

Products: 291,301.50
Discount: (14,565.08)
Services: 5,375.00
Transport: 18,900.00
Subtotal: 301,011.42
Tax: 22,831.67
Total: 323,843.09
Currency: US Dollar
Incoterm:

Enquire about our cooperative purchasing programs.

Thank you for doing business with us!
Pricing is valid for a period of 45 days.

Freight Charges
Please note: freight charge is an estimate and is subject to change without notice. Vortex reserves the right to adjust the freight charge quoted above. Should embed equipment be required ahead of scheduled delivery date, additional freight charges will apply.

Vortex Aquatic Structures International, Corporate Headquarters 7800 Trans Canada, Pointe-Claire, Québec, Canada, H9R 1C6 Tel: +1-514-694-3868 or 1-877-586-7839 (USA & Canada)
Email: [email protected] Website: vortex-intl.com
Vortex Aquatic Structures International, USA Office
3500 South Dupont Highway, Suite EP-101, Dover, DE 19901 Tel: +1 (704) 280-09271 or 1-877-586-7839 (USA & Canada)

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QUOTE
Service & Support
Vortex’ standard lead times are up to 3-4 weeks for embeds, up to 6-8 weeks for Play Products, up to 10 weeks for Water Recirculation Equipment, up to 16 weeks for Elevations and up to 16 weeks for Waterslides. The lead times areas contingent upon receipt of signed Purchase Contract, approved drawings, and all applicable color selections. Expected timing for order completion and shipment will be communicated to the Customer at the time the Purchase Contract is signed by the Customer and acknowledged by Vortex.

Vortex reserves the right to refuse a Customer’s delivery date change request if a delivery date confirmation has been previously confirmed/communicated to the Customer. All fees related to the delivery will be the sole responsibility of the Customer and will be borne by them. Storage fees will be charged if the Customer is unable or unwilling to receive the product as per the dates communicated by Vortex. The storage fees are payable before release of the shipment.

All products will be packaged to mitigate damage during shipment. All shipments must be inspected upon delivery and any damage, errors or omissions must be reported to Vortex at [email protected] and the transport company within 24 hours of receipt of goods. Vortex reserves the right to amend and modify the transportation costs based on the Customer’s request.

Lead Times & Logistics
Unless otherwise specified in the Purchase Contract, payment by the Customer of the purchase price specified in the Purchase Contract (with all applicable taxes, the '·Purchase Price") shall be on the following terms: 100% of the Purchase Price to be paid prior to Vortex commencing production on the Customer's order. Any overdue balances are subject to interest charges of 1.5% per month.

Unless otherwise specifically stated, all sales taxes or any other personal property taxes, use taxes, duties, excises, levies or tariffs imposed by any government authority and incurred by Vortex through performance of the Purchase Contract will be the Customer's responsibility. Without limiting the generality foregoing, applicable taxes will be applied to all taxable goods arid services included in the Purchase Contract as amended from time to time. Customers are advised to consult with their financial and tax advisors to obtain further information regarding taxes applicable to their purchase.

Vortex maintains a no return policy and asks all Customers to determine feature and color selection carefully. If a Customer cancels an order after production has commenced, Vortex reserves the right to charge (and the Customer agrees to pay) a 40% re-stocking fee.

Cheque, Wire Transfer, Irrevocable Letter of Credit or Credit Card (note: an administrative fee of 3.5% may apply to payments made via Credit Card) are considered acceptable payment methods.

Except where title to the products contained in the Customer's order is explicitly transferred by Vortex to the Customer and the Purchase Price is paid in full, title to and right to possession of such products shall remain with Vortex until the Purchase Price and all sums due or become due from the Customer are fully paid.

Should the goods comprising the Customer's order be connected to the ground or real property or buildings because of foundations or mechanical parts, then this connection is to be considered as transitory in nature until payment in full of the Purchase Price.

Unless otherwise agreed, projects where Vortex is supplying goods without installation, the risk of loss of the goods shall pass to the Customer when the goods are delivered to the Customer or its agent or to a carrier for delivery to the Customer or its agent, whichever event shall first occur. In the event of where Vortex is suppling and installing goods, risk of loss of the goods shall pass to the Customer upon completion of the project.

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QUOTE
The Customer has reviewed local codes and standards and has accepted the design and product specifications, including custom-designed features by signing the Purchase Contract. For orders including water recirculating equipment, the Customer is responsible for ensuring the accepted system meets local standards and codes and that all appropriate approvals are obtained, unless otherwise noted. Any design changes requested after signing the Purchase Contract will be subject to additional fees.

The Customer agrees to pay on demand all expenses reasonably incurred by Vortex in efforts to collect the amounts owing under the Purchase Contract. The Customer shall pay reasonable legal costs (fees and disbursements), including fees incurred in both trial and appellate courts or fees incurred without suit and all court costs.

Confidentiality: The design details and specifications of the products included in the Customer's order, including without limitation, fabrication drawings, samples, sketches, photographs, foundation drawings, approval drawings, shipping lists, manuals and any other technical details (collectively, the "Confidential Information"} supplied are the property of Vortex and are confidential. The Customer shall not, without prior written consent of Vortex, use the Confidential Information except in connection with the installation and operation of the goods supplied or disclose such Confidential Information to third parties unless compelled by law.

Limitation of Liability: The aggregate liability of Vortex, its affiliates, and their respective employees, directors, officers, agents and contractors for any claim, whether in contract, tort (including negligence) or otherwise, for any loss or damage arising out of, connected with, or resulting from the manufacture, sale, delivery, installation, resale, repair, replacement or use of any product will in no case exceed the actual portion of the Purchase Price paid by the Customer for the Purchase Contract. In no event will the Vortex be liable for special, indirect, or consequential damages. The limitation of liability contained herein shall survive the termination or expiration of the Purchase Contract.

Vortex is not responsible for any damages to the Customer’s environment and or landscaping as a result of its products. All modifications and alterations made to Vortex’s products will automatically void and null all warranties. Vortex may refuse to accept any order for any reason without incurring any liability from the Customer. No Change to this Agreement will be enforceable unless the Customer has a signed a Vortex Change Order request.

Pricing is valid for a period of 45 days.

General Terms & Conditions
Unless otherwise specified, the following is excluded from Vortex’ purchase agreement price and responsibility: project management, project coordination, loading and unloading, onsite storage, installation services, permits and permit fees, local, state and or health department codes and approvals, OHSA documentation, onsite electrical work, electrical connections, onsite plumbing work and plumbing connections, bonding payment, geotechnical survey work, excavation & removal of materials, concrete surfacing, slab design and concrete footings.

Exclusions
Digital versions of operations and maintenance manuals will be provided at the later of either the delivery of the products or completion of the project installation. Vortex is not responsible for coordination the installation project unless otherwise specified in the Contract. The Customer is responsible for coordinating installation schedules with Vortex to ensure that the site is ready for Vortex’ products and services. Vortex reserves the right to charge the Customer and the Customer agrees to pay for any additional time or idle time on site and all additional expenses incurred as a result of the site not being ready for the planned services.

Vortex reserves the right to cancel supervision, installation start-up and commissioning services if Vortex deems the site unsafe or not ready.

The Customer is responsible for ensuring a safe working environment for any Vortex or contracted service technicians. Vortex reserves the right to bill the Customer for (and the Customer agrees to pay) any additional time on site as well as any additional expenses incurred as a result of waiting to rectify an unsafe work condition.

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QUOTE
Vortex Aquatic Structures International, Corporate Headquarters 7800 Trans Canada, Pointe-Claire, Québec, Canada, H9R 1C6 Tel: +1-514-694-3868 or 1-877-586-7839 (USA & Canada)
Email: [email protected] Website: vortex-intl.com
Vortex Aquatic Structures International, USA Office
3500 South Dupont Highway, Suite EP-101, Dover, DE 19901 Tel: +1 (704) 280-09271 or 1-877-586-7839 (USA & Canada)

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QUOTE
STATEMENT OF WORK – Start-Up & Training Services
Inclusions General Items
• The Start-up service provides a set-up configurations and/or onsite training for (WQMS) Water Quality Management System and/or (WDS) Water Distribution.
• A certified installation Technician for the duration of up to a maximum of 12-hours of time. • A detailed Customer report for records.
• The Start-up configurations can include, but is not limited to the following Water Filtration verifications:
o Electrical entry requirements verifications, verifying that the main controller is operational, priming pump(s), verifying pump(s) rotation, filtration verifications, installation of chemical probes in flow cell, starting the filtration line, adjustments of filtration flow rate, making chemical controller functional/adjustments, adjusting the chemical feed pump settings, verifying that the filter flow switch signal is working, calibrating the pH probe, verifying that the water holding tank is clear and balanced. • The Start-up configurations can include the following Play feature verifications:
o Starting the feature pump, inspecting the system for leaks, ensuring no air bubbles in pump line, opening the ball valves on solenoid feed lines, Manual mode line verifications, flushing lines if required, adjusting flow through: Bypass valve, installation of all spray nozzles on features, manual-mode adjustments on water flow features, verifying that the flow switch signal on feature side is working. o The Start-up configurations can include the following Operations verifications:
o Verifying signal from activator(s), Setting time clock and operational hours, testing all sequence, adjusting feature flows during sequences, setting all control settings to automatic.
• The Start-up configurations can include the following UV verifications:
o Verification of the UV Model and installation, making sure the UV system was commissioned by certified UV Technician, verification of starting Dose of UV system.
o The Start-up configurations can include the following Filter Pump(s) and Feature Pump verifications:
o Horsepower, Phase, Pressure, Vacuum, Voltage, Amperage and Glow GPM, Sand Filter Pressure, Filter Effluent Pressure and Flow Cell Pressure. • The Start-up configurations can include the following Chemical Control water testing verifications:
o Chlorine levels, pH levels, alkalinity, calcium, making chemical pump chlorine setting adjustments and making Chemical pump acid setting adjustments.
• The training provided to the Customer responsible includes the following:
o Splashpad components and required maintenances
o Play features required maintenances
o WQMS or WDS Component maintenances
o Mechanical room operations/components management training o Training on controller
o Troubleshooting Training
o Seasonal Opening procedure Training
o Seasonal Closing procedure training
o maintenance checklists on all the necessary steps to maintain a Splashpad.

Customer’s Responsibility & Exclusions from Vortex’ Scope of Work • Vortex will only schedule onsite Start-up and Training Technician services once we receive the Installer Pre-visit checklist showing that the construction and system installation has been completed by the Installer. • Guiding individual Project Managers, General Contractor or Construction Contractors on the installation process. • Project manager or crew chief or laborer onsite.
• Filling the holding tank with clean water prior to scheduling the Vortex Technician. • Filling the sand filter(s) prior to scheduling the Vortex Technician. • Filling the chemical containers prior to scheduling the Vortex Technician. • Ensuring that all necessary resources are onsite for the entire duration of the Start-Up and Training service.

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QUOTE
Other clauses that may incur additional expenses to be borne by the client • The Customer must advise Vortex in advance of any special site access requirements. (ie: safety courses) • The Customer is responsible in providing a safe working environment. • Should the client request a shorter or longer period of Strat-up & Training, than what is determined by Vortex to be appropriate, they will be invoiced for the agreed upon duration. In the event the clients wants a shorter period of time than recommended, the Technician will do their best to give as much instruction as possible within the allotted time but Vortex does not accept any responsibility for any issues that may arise due to incomplete, insufficient or non-conforming Start-up or training. • The start-up configuration duration is usually about 8-hours and the training duration is usually about 4-hours. Days are working days Monday to Friday. A Working day is equal to 8 hours. Up to 10 hours may be tolerated, at the discretion of the Vortex Technician. Additional hours will be invoiced.
• Vortex is not responsible for delays due to weather, un-safe working conditions, lack of personnel, lack of equipment, or any other situations.

Any additional time required due to delays will be invoiced accordingly. • At all times the safety and general wellbeing of the Vortex Technician is the responsibility of the client/ GC/ Project Manager. If at any time the Vortex Technician feels they have been put in any kind of un safe situation, felt threatened or endangered by any personnel on or around the work site or asked to be part of anything not in accordance with their professional morals, it is at the discretion of the Technician to walk off the site and remove themselves from that situation. There would be no reimbursement of time lost in this situation Vortex Aquatic Structures International, Corporate Headquarters 7800 Trans Canada, Pointe-Claire, Québec, Canada, H9R 1C6 Tel: +1-514-694-3868 or 1-877-586-7839 (USA & Canada)
Email: [email protected] Website: vortex-intl.com
Vortex Aquatic Structures International, USA Office
3500 South Dupont Highway, Suite EP-101, Dover, DE 19901 Tel: +1 (704) 280-09271 or 1-877-586-7839 (USA & Canada)

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Victoria Park Splashpad, City of Corona, California
Version A - 39734

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Water
moves
us

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We put a lot of stock into local representation.

Every Vortex project is engineered on-site to
ensure the highest quality and safety standards.

We use stainless and galvanized steel sourced
from North America and are vertically
integrated for maximum quality control.

Manufactured and tested in our Montreal
headquarters, products are designed to last
and require little maintenance.

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5 Victoria Park Splashpad, City of Corona, California
Version A - 39734 View 1
All 3D renders shown are for illustration purposes only. Actual colors, textures and finishes may differ from renders.

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6 Victoria Park Splashpad, City of Corona, California
Version A - 39734 View 2
All 3D renders shown are for illustration purposes only. Actual colors, textures and finishes may differ from renders.

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7 Victoria Park Splashpad, City of Corona, California
Version A - 39734 View 3
All 3D renders shown are for illustration purposes only. Actual colors, textures and finishes may differ from renders.

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8 Victoria Park Splashpad, City of Corona, California
Version A - 39734 View 4
All 3D renders shown are for illustration purposes only. Actual colors, textures and finishes may differ from renders.

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10 Victoria Park Splashpad, City of Corona, California
Version A - 39734 Color Options
Beige
RAL 1015
Yellow
Orange
Saffron
RAL 1017
Orange
Yellow
RAL 1023
Red
Red
Orange
RAL 2011
Green
Lime
Red*
RAL 3000
Blue
Blue
Fuchsia
RAL 4006
Navy Blue
RAL 5003
Sky Blue
RAL 5012
Blue
RAL 5017
Pastel Blue
RAL 5024
Vortex Colors
SeeFlow™ Orbs Accessories
Twinsplash Superwave Supersplash
Green
RAL 6018
Mint Green
RAL 6019
Pale Green
RAL 6021
Fern Green
RAL 6025
Coral Green
RAL 6027
Forest Green
RAL 6029
Grey
RAL 7040
Sparkle
RAL 90080
Brown
RAL 8024
White
RAL 9003
Black
RAL 9017
PlaySafe™ Drain PodSpray™ ToeGuard™ TwirlTec™ TwistNozzle™ LED Available in Vortex Blue (as shown)
Vortex Colors
Vortex Colors
Vortex Colors
SeeFlow™
SeeFlow™
SeeFlow™
Vortex Colors
Vortex Colors
Vortex Colors
Vortex Colors
Steel and Fiberglass (excluding waterslides) * An additional fee will apply on fiberglass waterslide applications.

Urban Marine Nature Vibrant

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vortex-intl.com
Vortex Aquatic Structures International
[email protected]

1.877.586.7839 (USA & Canada)
+1.514.694.3868 (International)

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LEAGUE OF OREGON CITIES

MASTER PRICE AGREEMENT
This Master Price Agreement is effective as of the date of the last signature below (the “Effective Date”) by and between the LEAGUE OF OREGON CITIES, an Oregon public corporation under ORS Chapter 190 (“LOC” or “Purchaser”) and Vortex Aquatic Structures International (“Vendor”).

RECITALS
WHEREAS, the Vendor is in the business of selling certain PARK, PLAYGROUND, AND RECREATION EQUIPMENT, as further described herein; and
WHEREAS, the Vendor desires to sell and the Purchaser desires to purchase certain products and related services all upon and subject to the terms and conditions set forth herein; and WHEREAS, through a solicitation for PARK, PLAYGROUND, AND RECREATION EQUIPMENT the Vendor was awarded the opportunity to complete a Master Price Agreement with the LEAGUE OF OREGON CITIES as a result of its response to Request for Proposal No. 2060 for PARK, PLAYGROUND, AND RECREATION EQUIPMENT; and
WHEREAS, the LEAGUE OF OREGON CITIES asserts that the solicitation and Request for Proposal meet Oregon public contracting requirements (ORS 279, 279A, 279B and 279C et. seq.); and WHEREAS, Purchaser and Vendor desire to extend the terms of this Master Price Agreement to benefit other qualified government members of National Purchasing Partners, LLC dba Public Safety GPO, dba First Responder GPO, dba Law Enforcement GPO and dba NPPGov; NOW, THEREFORE, Vendor and Purchaser, intending to be legally bound, hereby agree as follows:

ARTICLE 1 – CERTAIN DEFINITIONS

1.1 “Agreement” shall mean this Master Price Agreement, including the main body of this Agreement and Attachments A-F attached hereto and by this reference incorporated herein, including Purchaser’s Request for Proposal No. 2060 (herein “RFP”) and Vendor’s Proposal submitted in response to the RFP (herein “Vendor’s Proposal”) as referenced and incorporated herein as though fully set forth (sometimes referred to collectively as the “Contract Documents”).

1.2 “Applicable Law(s)” shall mean all applicable federal, state and local laws, statutes, ordinances, codes, rules, regulations, standards, orders and other governmental requirements of any kind.

1.3 “Employee Taxes” shall mean all taxes, assessments, charges and other amounts whatsoever payable in respect of, and measured by the wages of, the Vendor’s employees (or subcontractors), as required by the Federal Social Security Act and all amendments thereto and/or any other applicable federal, state or local law.

1.4 “Purchaser’s Destination” shall mean such delivery location(s) or destination(s) as Purchaser may prescribe from time to time.

DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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2 1.5 “Products and Services” shall mean the products and/or services to be sold by Vendor hereunder as identified and described on Attachment A hereto and incorporated herein, as may be updated from time to time by Vendor to reflect products and/or services offered by Vendor generally to its customers.

1.6 “Purchase Order” shall mean any authorized written order for Products and Services sent by Purchaser to Vendor via mail, courier, overnight delivery service, email, fax and/or other mode of transmission as Purchaser and Vendor may from time to time agree.

1.7 “Unemployment Insurance” shall mean the contribution required of Vendor, as an employer, in respect of, and measured by, the wages of its employees (or subcontractors) as required by any applicable federal, state or local unemployment insurance law or regulation.

1.8 “National Purchasing Partners” or “(NPP)” is a subsidiary of two nonprofit health care systems.

The Government Division of NPP, hereinafter referred to as “NPPGov”, provides group purchasing marketing and administrative support for governmental entities within the membership. NPPGov’s membership includes participating public entities across North America.

1.9 “Lead Contracting Agency” shall mean the LEAGUE OF OREGON CITIES, which is the governmental entity that issued the Request for Proposal and awarded this resulting Master Price Agreement.

1.10 “Participating Agencies” shall mean members of National Purchasing Partners for which Vendor has agreed to extend the terms of this Master Price Agreement pursuant to Article 2.6 and Attachment C herein. For purposes of cooperative procurement, “Participating Agency” shall be considered “Purchaser” under the terms of this Agreement.

1.11 “Party” and “Parties” shall mean the Purchaser and Vendor individually and collectively as applicable.

ARTICLE 2 – AGREEMENT TO SELL

2.1 Vendor hereby agrees to sell to Purchaser such Products and Services as Purchaser may order from time to time by Purchase Order, all in accordance with and subject to the terms, covenants and conditions of this Agreement. Purchaser agrees to purchase those Products and Services ordered by Purchaser by Purchase Order in accordance with and subject to the terms, covenants and conditions of this Agreement.

2.2 Vendor may add additional products and services to the contract provided that any additions reasonably fall within the intent of the original RFP specifications. Pricing on additions shall be equivalent to the percentage discount for other similar products. Vendor may provide a web-link with current product listings, which may be updated periodically, as allowed by the terms of the resulting Master Price Agreement.

Vendor may replace or add product lines to an existing contract if the line is replacing or supplementing products on contract, is equal or superior to the original products offered, is discounted in a similar or to a greater degree, and if the products meet the requirements of the solicitation. No products may be added to avoid competitive procurement requirements. LOC may reject any additions without cause.

2.3 All Purchase Orders issued by Purchaser to Vendor for Products during the term (as hereinafter defined) of this Agreement are subject to the provisions of this Agreement as though fully set forth in such Purchase Order. The Vendor retains authority to negotiate above and beyond the terms of this Agreement to meet the Purchaser or Vendor contract requirements. In the event that the provisions of this Agreement conflict with any Purchase Order issued by Purchaser to Vendor, the provisions of this Agreement shall govern. No other terms and conditions, including, but not limited to, those contained in Vendor’s standard DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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3 printed terms and conditions, on Vendor’s order acknowledgment, invoices or otherwise, shall have any application to or effect upon or be deemed to constitute an amendment to or to be incorporated into this Agreement, any Purchase Order, or any transactions occurring pursuant hereto or thereto, unless this Agreement shall be specifically amended to adopt such other terms and conditions in writing by the Parties.

2.4 Notwithstanding any other provision of this Agreement to the contrary, the Lead Contracting Agency shall have no obligation to order or purchase any Products and Services hereunder and the placement of any Purchase Order shall be in the sole discretion of the Participating Agencies. This Agreement is not exclusive. Vendor expressly acknowledges and agrees that Purchaser may purchase at its sole discretion, Products and Services that are identical or similar to the Products and Services described in this Agreement from any third party.

2.5 In case of any conflict or inconsistency between any of the Contract Documents, the documents shall prevail and apply in the following order of priority:
(i) This Agreement;
(ii) The RFP;
(iii) Vendor’s Proposal;

2.6 Extension of contract terms to Participating Agencies:

2.6.1 Vendor agrees to extend the same terms, covenants and conditions available to Purchaser under this Agreement to Participating Agencies, that have executed an Intergovernmental Cooperative Purchasing Agreement (“IGA”) as may be required by each Participating Agency’s local laws and regulations, in accordance with Attachment C. Each Participating Agency will be exclusively responsible for and deal directly with Vendor on matters relating to ordering, delivery, inspection, acceptance, invoicing, and payment for Products and Services in accordance with the terms and conditions of this Agreement as if it were “Purchaser” hereunder. Any disputes between a Participating Agency and Vendor will be resolved directly between them under and in accordance with the laws of the State in which the Participating Agency exists.

Pursuant to the IGA, the Lead Contracting Agency shall not incur any liability as a result of the access and utilization of this Agreement by other Participating Agencies.

2.6.2 This Solicitation meets the public contracting requirements of the Lead Contracting Agency and may not be appropriate under or meet Participating Agencies’ procurement laws. Participating Agencies are urged to seek independent review by their legal counsel to ensure compliance with all local and state solicitation requirements.

2.6.3 Vendor acknowledges execution of the Vendor Administration Fee Agreement, Contract Number PS21115, with NPPGov, pursuant to the terms of the RFP.

2.7 Oregon Public Agencies are prohibited from use of Products and Services offered under this Agreement that are already provided by qualified nonprofit agencies for disabled individuals as listed on the Department of Administrative Service’s Procurement List (“Procurement List”) pursuant to ORS 279.835-.855.

See www.OregonRehabilitation.org/qrf for more information. Vendor shall not sell products and services identified on the Procurement List (e.g., reconditioned toner cartridges) to Purchaser or Participating Agencies within the state of Oregon.

ARTICLE 3 – TERM AND TERMINATION

3.1 The initial contract term shall be for three (3) calendar years from the Effective Date of this Agreement (“Initial Term”). Upon termination of the original three (3) year term, this Agreement shall automatically extend for up to three (3) successive one (1) year periods; (each a “Renewal Term”); provided, however, that the Lead Contracting Agency and/or the Vendor may opt to decline extension of the MPA by DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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4 providing notification in writing at least thirty (30) calendar days prior to the annual automatic extension anniversary of the Initial Term.

3.2 Either Vendor or the Lead Contracting Agency may terminate this Agreement by written notice to the other party if the other Party breaches any of its obligations hereunder and fails to remedy the breach within thirty (30) days after receiving written notice of such breach from the non-breaching party.

ARTICLE 4 – PRICING, INVOICES, PAYMENT AND DELIVERY

4.1 Purchaser shall pay Vendor for all Products and Services ordered and delivered in compliance with the terms and conditions of this Agreement at the pricing specified for each such Product and Service on Attachment A, including shipping. Unless Attachment A expressly provides otherwise, the pricing schedule set forth on Attachment A hereto shall remain fixed for the Initial Term of this Agreement; provided that manufacturer pricing is not guaranteed and may be adjusted based on the next manufacturer price increase.

Pricing contained in Attachment A shall be extended to all NPPGov, Public Safety GPO, First Responder GPO and Law Enforcement GPO members upon execution of the IGA.

4.2 Vendor shall submit original invoices to Purchaser in form and substance and format reasonably acceptable to Purchaser. All invoices must reference the Purchaser’s Purchase Order number, contain an itemization of amounts for Products and Services purchased during the applicable invoice period and any other information reasonably requested by Purchaser, and must otherwise comply with the provisions of this Agreement. Invoices shall be addressed as directed by Purchaser.

4.3 Unless otherwise specified, Purchaser is responsible for any and all applicable sales taxes.

Attachment A or Vendor’s Proposal (Attachment D) shall specify any and all other taxes and duties of any kind which Purchaser is required to pay with respect to the sale of Products and Services covered by this Agreement and all charges for packing, packaging and loading.

4.4 Except as specifically set forth on Attachments A and F, Purchaser shall not be responsible for any additional costs or expenses of any nature incurred by Vendor in connection with the Products and Services, including without limitation travel expenses, clerical or administrative personnel, long distance telephone charges, etc. (“Incidental Expenses”).

4.5 Price reductions or discount increases may be offered at any time during the contract term and shall become effective upon notice of acceptance from Purchaser.

4.6 Notwithstanding any other agreement of the Parties as to the payment of shipping/delivery costs, and subject to Attachments A, D, and F herein, Vendor shall offer delivery and/or shipping costs prepaid FOB Destination. If there are handling fees, these also shall be included in the pricing.

4.7 Unless otherwise directed by Purchaser for expedited orders, Vendor shall utilize such common carrier for the delivery of Products and Services as Vendor may select; provided, however, that for expedited orders Vendor shall obtain delivery services hereunder at rates and terms not less favorable than those paid by Vendor for its own account or for the account of any other similarly situated customer of Vendor.

4.8 Vendor shall have the risk of loss of or damage to any Products until delivery to Purchaser.

Purchaser shall have the risk of loss of or damage to the Products after delivery to Purchaser. Title to Products shall not transfer until the Products have been delivered to and accepted by Purchaser at Purchaser’s Destination.

DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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5 ARTICLE 5 – INSURANCE

5.1 During the term of this Agreement, Vendor shall maintain at its own cost and expense (and shall cause any subcontractor to maintain) insurance policies providing insurance of the kind and in the amounts generally carried by reasonably prudent manufacturers in the industry, with one or more reputable insurance companies licensed to do business in Oregon and any other state or jurisdiction where Products and Services are sold hereunder. Such certificates of insurance shall be made available to the Lead Contracting Agency upon 48 hours’ notice. BY SIGNING THE AGREEMENT PAGE THE VENDOR AGREES TO THIS

REQUIREMENT AND FAILURE TO MEET THIS REQUIREMENT WILL RESULT IN CANCELLATION OF THIS MASTER PRICE AGREEMENT.

5.2 All insurance required herein shall be maintained in full force and effect until all work or service required to be performed under the terms of this Agreement is satisfactorily completed and formally accepted.

Any failure to comply with the claim reporting provisions of the insurance policies or any breach of an insurance policy warranty shall not affect coverage afforded under the insurance policies to protect the Lead Contracting Agency. The insurance policies may provide coverage that contains deductibles or self-insured retentions. Such deductible and/or self-insured retentions shall not be applicable with respect to the coverage provided to the Lead Contracting Agency under such policies. Vendor shall be solely responsible for the deductible and/or self-insured retention and the Lead Contracting Agency, at its option, may require Vendor to secure payment of such deductibles or self-insured retentions by a surety bond or an irrevocable and unconditional letter of credit.

5.3 Vendor shall carry Workers’ Compensation insurance to cover obligations imposed by federal and state statutes having jurisdiction over Vendor’s employees engaged in the performance of the work or services, as well as Employer’s Liability insurance. Vendor waives all rights against the Lead Contracting Agency and its agents, officers, directors and employees for recovery of damages to the extent these damages are covered by the Workers’ Compensation and Employer’s Liability or commercial umbrella liability insurance obtained by Vendor pursuant to this Agreement.

5.4 Insurance required herein shall not be permitted to expire, be canceled, or materially changed without thirty days (30 days) prior written notice to the Lead Contracting Agency.

ARTICLE 6 – INDEMNIFICATION AND HOLD HARMLESS

6.1 Vendor agrees that it shall indemnify, defend and hold harmless Lead Contracting Agency, its respective officials, directors, employees, members and agents (collectively, the “Indemnitees”), from and against any and all damages, claims, losses, expenses, costs, obligations and liabilities (including, without limitation, reasonable attorney’s fees), suffered directly or indirectly by any of the Indemnitees to the extent of, or arising out of, (i) any breach of any covenant, representation or warranty made by Vendor in this Agreement, (ii) any failure by Vendor to perform or fulfill any of its obligations, covenants or agreements set forth in this Agreement, (iii) the negligence or intentional misconduct of Vendor, any subcontractor of Vendor, or any of their respective employees or agents, (iv) any failure of Vendor, its subcontractors, or their respective employees to comply with any Applicable Law, (v) any litigation, proceeding or claim by any third party relating in any way to the obligations of Vendor under this Agreement or Vendor’s performance under this Agreement, (vi) any Employee Taxes or Unemployment Insurance, or (vii) any claim alleging that the Products and Services or any part thereof infringe any third party’s U.S. patent, copyright, trademark, trade secret or other intellectual property interest. Such obligation to indemnify shall not apply where the damage, claim, loss, expense, cost, obligation or liability is due to the breach of this Agreement by, or negligence or willful misconduct of, Lead Contracting Agency or its officials, directors, employees, agents or contractors.

The amount and type of insurance coverage requirements set forth herein will in no way be construed as DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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6 limiting the scope of the indemnity in this paragraph. The indemnity obligations of Vendor under this Article shall survive the expiration or termination of this Agreement for two years.

6.2 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY

SPECIAL, INDIRECT, INCIDENTAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES IN CONNECTION

WITH OR ARISING OUT OF THIS AGREEMENT, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR

INJURIES TO PERSONS OR TO PROPERTY OR LOSS OF PROFITS OR LOSS OF FUTURE BUSINESS

OR REPUTATION, WHETHER BASED ON TORT OR BREACH OF CONTRACT OR OTHER BASIS, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

6.3 The same terms, conditions and pricing of this Agreement may be extended to government members of National Purchasing Partners, LLC. In the event the terms of this Agreement are extended to other government members, each government member (procuring party) shall be solely responsible for the ordering of Products and Services under this Agreement. A non-procuring party shall not be liable in any fashion for any violation by a procuring party, and the procuring party shall hold nonprocuring parties or unrelated purchasing parties harmless from any liability that may arise from action or inaction of the procuring party.

ARTICLE 7 – WARRANTIES
Purchaser shall refer to Vendor’s Proposal for all Vendor and manufacturer express warranties, as well as those warranties provided under Attachment B herein.

ARTICLE 8 - INSPECTION AND REJECTION

8.1 Purchaser shall have the right to inspect and test Products at any time prior to shipment, and within a reasonable time after delivery to the Purchaser’s Destination. Products not inspected within a reasonable time after delivery shall be deemed accepted by Purchaser. The payment for Products shall in no way impair the right of Purchaser to reject nonconforming Products, or to avail itself of any other remedies to which it may be entitled.

8.2 If any of the Products are found at any time to be defective in material or workmanship, damaged, or otherwise not in conformity with the requirements of this Agreement or any applicable Purchase Order, as its exclusive remedy, Purchaser may at its option and at Vendor’s sole cost and expense, elect either to (i) return any damaged, non-conforming or defective Products to Vendor for correction or replacement, or (ii) require Vendor to inspect the Products and remove or replace damaged, non-conforming or defective Products with conforming Products. If Purchaser elects option (ii) in the preceding sentence and Vendor fails promptly to make the necessary inspection, removal and replacement, Purchaser, at its option, may inspect the Products and Vendor shall bear the cost thereof. Payment by Purchaser of any invoice shall not constitute acceptance of the Products covered by such invoice, and acceptance by Purchaser shall not relieve Vendor of its warranties or other obligations under this Agreement.

8.3 The provisions of this Article shall survive the expiration or termination of this Agreement.

ARTICLE 9 – SUBSTITUTIONS
Except as otherwise permitted hereunder, Vendor may not make any substitutions of Products, or any portion thereof, of any kind without the prior written consent of Purchaser.

DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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7 ARTICLE 10 - COMPLIANCE WITH LAWS

10.1 Vendor agrees to comply with all Applicable Laws and at Vendor’s expense, secure and maintain in full force during the term of this Agreement, all licenses, permits, approvals, authorizations, registrations and certificates, if any, required by Applicable Laws in connection with the performance of its obligations hereunder. At Purchaser’s request, Vendor shall provide to Purchaser copies of any or all such licenses, permits, approvals, authorizations, registrations and certificates.

10.2 Purchaser has taken all required governmental action to authorize its execution of this Agreement and there is no governmental or legal impediment against Purchaser’s execution of this Agreement or performance of its obligations hereunder.

ARTICLE 11 – PUBLICITY / CONFIDENTIALITY

11.1 No news releases, public announcements, advertising materials, or confirmation of same, concerning any part of this Agreement or any Purchase Order issued hereunder shall be issued or made without the prior written approval of the Parties. Neither Party shall in any advertising, sales materials or in any other way use any of the names or logos of the other Party without the prior written approval of the other Party.

11.2 Any knowledge or information which Vendor or any of its affiliates shall have disclosed or may hereafter disclose to Purchaser, and which in any way relates to the Products and Services covered by this Agreement shall not, unless otherwise designated by Vendor, be deemed to be confidential or proprietary information, and shall be acquired by Purchaser, free from any restrictions, as part of the consideration for this Agreement.

ARTICLE 12 - RIGHT TO AUDIT
Subject to Vendor’s reasonable security and confidentiality procedures, Purchaser, or any third party retained by Purchaser, may at any time upon prior reasonable notice to Vendor, during normal business hours, audit the books, records and accounts of Vendor to the extent that such books, records and accounts pertain to sale of any Products and Services hereunder or otherwise relate to the performance of this Agreement by Vendor. Vendor shall maintain all such books, records and accounts for a period of at least three (3) years after the date of expiration or termination of this Agreement. The Purchaser’s right to audit under this Article 12 and Purchaser’s rights hereunder shall survive the expiration or termination of this Agreement for a period of three (3) years after the date of such expiration or termination.

ARTICLE 13 - REMEDIES
Except as otherwise provided herein, any right or remedy of Vendor or Purchaser set forth in this Agreement shall not be exclusive, and, in addition thereto, Vendor and Purchaser shall have all rights and remedies under Applicable Law, including without limitation, equitable relief. The provisions of this Article shall survive the expiration or termination of this Agreement.

ARTICLE 14 - RELATIONSHIP OF PARTIES
Vendor is an independent contractor and is not an agent, servant, employee, legal representative, partner or joint venture of Purchaser. Nothing herein shall be deemed or construed as creating a joint venture or partnership between Vendor and Purchaser. Neither Party has the power or authority to bind or commit the other.

DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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8 ARTICLE 15 - NOTICES
All notices required or permitted to be given or made in this Agreement shall be in writing. Such notice(s) shall be deemed to be duly given or made if delivered by hand, by certified or registered mail or by nationally recognized overnight courier to the address specified below:

If to Lead Contracting Agency:

LEAGUE OF OREGON CITIES
1201 Court St. NE
Suite 200
Salem OR 97301
ATTN: Jamie Johnson-Davis
Email: [email protected]
If to Vendor:

Vortex Aquatic Structures International
7800, Trans-Canada Highway
Pointe Claire, Quebec H9R 1C6
ATTN: Barb Lapierre
Email: [email protected]
Either Party may change its notice address by giving the other Party written notice of such change in the manner specified above.

ARTICLE 16 - FORCE MAJEURE
Except for Purchaser’s obligation to pay for Products and Services delivered, delay in performance or non-performance of any obligation contained herein shall be excused to the extent such failure or nonperformance is caused by force majeure. For purposes of this Agreement, “force majeure” shall mean any cause or agency preventing performance of an obligation which is beyond the reasonable control of either Party hereto, including without limitation, fire, flood, sabotage, shipwreck, embargo, strike, explosion, labor trouble, accident, riot, acts of governmental authority (including, without limitation, acts based on laws or regulations now in existence as well as those enacted in the future), acts of nature, a pandemic, and delays or failure in obtaining raw materials, supplies or transportation. A Party affected by force majeure shall promptly provide notice to the other, explaining the nature and expected duration thereof, and shall act diligently to remedy the interruption or delay if it is reasonably capable of being remedied. In the event of a force majeure situation, deliveries or acceptance of deliveries that have been suspended shall not be required to be made upon the resumption of performance.

ARTICLE 17 - WAIVER
No delay or failure by either Party to exercise any right, remedy or power herein shall impair such Party’s right to exercise such right, remedy or power or be construed to be a waiver of any default or an acquiescence therein; and any single or partial exercise of any such right, remedy or power shall not preclude any other or further exercise thereof or the exercise of any other right, remedy or power. No waiver hereunder shall be valid unless set forth in writing executed by the waiving Party and then only to the extent expressly set forth in such writing.

DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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9 ARTICLE 18 - PARTIES BOUND; ASSIGNMENT
This Agreement shall inure to the benefit of and shall be binding upon the respective successors and assigns of the Parties hereto, but it may not be assigned in whole or in part by Vendor without prior written notice to Purchaser which shall not be unreasonably withheld or delayed.

ARTICLE 19 - SEVERABILITY
To the extent possible, each provision of this Agreement shall be interpreted in such a manner as to be effective and valid under Applicable Law. If any provision of this Agreement is declared invalid or unenforceable, by judicial determination or otherwise, such provision shall not invalidate or render unenforceable the entire Agreement, but rather the entire Agreement shall be construed as if not containing the particular invalid or unenforceable provision or provisions and the rights and obligations of the Parties shall be construed and enforced accordingly.

ARTICLE 20 - INCORPORATION; ENTIRE AGREEMENT

20.1 All the provisions of the Attachments hereto are hereby incorporated herein and made a part of this Agreement. In the event of any apparent conflict between any provision set forth in the main body of this Agreement and any provision set forth in the Attachments, including the RFP and/or Vendor’s Proposal, the provisions shall be interpreted, to the extent possible, as if they do not conflict. If such an interpretation is not possible, the provisions set forth in the main body of this Agreement shall control.

20.2 This Agreement (including Attachments and Contract Documents hereto) constitutes the entire Agreement of the Parties relating to the subject matter hereof and supersedes any and all prior written and oral agreements or understandings relating to such subject matter.

ARTICLE 21 - HEADINGS
Headings used in this Agreement are for convenience of reference only and shall in no way be used to construe or limit the provisions set forth in this Agreement.

ARTICLE 22 - MODIFICATIONS
This Agreement may be modified or amended only in writing executed by Vendor and the Lead Contracting Agency. The Lead Contracting Agency and each Participating Agency contracting hereunder acknowledge and agree that any agreement entered into in connection with any Purchase Order hereunder shall constitute a modification of this Agreement as between the Vendor and the Participating Agency. Any modification of this Agreement as between Vendor and any Participating Agency shall not be deemed a modification of this Agreement for the benefit of the Lead Contracting Agency or any other Participating Agency.

ARTICLE 23 - GOVERNING LAW
This Agreement shall be governed by and interpreted in accordance with the laws of the State of Oregon or in the case of a Participating Agency’s use of this Agreement, the laws of the State in which the Participating Agency exists, without regard to its choice of law provisions.

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10 ARTICLE 24 - COUNTERPARTS
This Agreement may be executed in counterparts all of which together shall constitute one and the same Agreement.

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the day and year last written below.

PURCHASER:

Signature: ____________________________________
Printed Name:

Title: ____________________________________________

LEAGUE OF OREGON CITIES
Dated: ____________________________
VENDOR:

Signature: ______________________________
Printed Name:

Title: _____________________________
Vortex Aquatic Structures International
Dated: ____________________________
DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F March 12, 2021 | 12:59 PM PST
Controller
Jason Menghile
March 15, 2021 | 1:37 PM PDT
Mike Cully
Executive Director

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11 ATTACHMENT A
to Master Price Agreement by and between VENDOR and PURCHASER.

PRODUCTS, SERVICES, SPECIFICATIONS AND PRICES

PARK, PLAYGROUND, AND RECREATION EQUIPMENT
Product Category Percentage (%) off List Price*
(OR fixed price if % off pricing is not
available)

SCHOOL AGE PLAYGROUNDS & COMPONENTS
AQUATIC & OTHER PLAYGROUNDS & COMPONENTS 3-5% on equipment 3-5% of accessories or
attachments**
SHELTERS AND SHADE STRUCTURES Same as above
OUTDOOR FITNESS EQUIPMENT Same as above
SAFETY SURFACING Same as above
SITE AMMENITIES Same as above
INSTALLATION Same as above
** 3% for orders under $49,999.00
** 5% for orders over $50,000.00
Pricing contained in this Attachment A shall be extended to all NPPGov members upon execution of the Intergovernmental Agreement.

Participating Agencies may purchase from Vendor’s authorized dealers and distributors, as applicable, provided the pricing and terms of this Agreement are extended to Participating Agencies by such dealers and distributors. Vendor’s authorized dealers and distributors, as applicable, are identified in a [list, link found at http:], as may be updated from time to time. [ A current list may be obtained from Vendor.] DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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12 ATTACHMENT B
to Master Price Agreement by and between VENDOR and PURCHASER.

ADDITIONAL SELLER WARRANTIES
To the extent possible, Vendor will make available all warranties from third party manufacturers of Products not manufactured by Vendor, as well as any warranties identified in this Agreement and Vendor’s Proposal.

DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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13 ATTACHMENT C
to Master Price Agreement by and between VENDOR and PURCHASER.

PARTICIPATING AGENCIES
The Lead Contracting Agency in cooperation with National Purchasing Partners (NPPGov) entered into this Agreement on behalf of other government agencies that desire to access this Agreement to purchase Products and Services. Vendor must work directly with any Participating Agency concerning the placement of orders, issuance of the purchase orders, contractual disputes, invoicing, and payment. The Lead Contracting Agency shall not be held liable for any costs, damages, etc., incurred by any Participating Agency.

Any subsequent contract entered into between Vendor and any Participating Agency shall be construed to be in accordance with and governed by the laws of the State in which the Participating Agency exists. Each Participating Agency is directed to execute an Intergovernmental Cooperative Purchasing Agreement (“IGA”), as set forth on the NPPGov web site, www.nppgov.com. The IGA allows the Participating Agency to purchase Products and Services from the Vendor in accordance with each Participating Agency’s legal requirements as if it were the “Purchaser” hereunder.

DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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14 ATTACHMENT D
to Master Price Agreement by and between VENDOR and PURCHASER.

Vendor’s Proposal
(The Vendor’s Proposal is not attached hereto.)
(The Vendor’s Proposal is incorporated by reference herein.) DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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15 ATTACHMENT E
to Master Price Agreement by and between VENDOR and PURCHASER.

Purchaser’s Request for Proposal
(The Purchaser’s Request for Proposal is not attached hereto.) (The Purchaser’s Request for Proposal is incorporated by reference herein.) DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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16 ATTACHMENT F
to Master Price Agreement by and between VENDOR and PURCHASER.

ADDITIONAL VENDOR TERMS OF PURCHASE, IF ANY.

DocuSign Envelope ID: 7D8786FA-670B-4451-BA28-8F0E5E72D47F

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Certificate Of Completion
Envelope Id: 7D8786FA670B4451BA288F0E5E72D47F Status: Completed Subject: Please DocuSign: MPA 2060 LOC and Vortex - FINAL.pdf Source Envelope:

Document Pages: 16 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 0 Marshall Stiles
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
1100 Olive Way
Suite 1020
Seattle, WA 98101
[email protected]
IP Address: 73.239.90.189
Record Tracking
Status: Original
3/12/2021 12:52:03 PM
Holder: Marshall Stiles
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Jason Menghile
[email protected]
Controller
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 107.190.41.22
Sent: 3/12/2021 12:58:20 PM
Viewed: 3/12/2021 12:58:54 PM
Signed: 3/12/2021 12:59:22 PM
Electronic Record and Signature Disclosure:

Accepted: 3/12/2021 12:58:54 PM
ID: 92f72c1d-d66d-423d-9f8c-9ef59b0a8126
Mike Cully
[email protected]
Executive Director
Security Level: Email, Account Authentication
(None) Signature Adoption: Drawn on Device
Using IP Address: 71.63.236.213
Sent: 3/12/2021 12:59:24 PM
Viewed: 3/15/2021 1:37:12 PM
Signed: 3/15/2021 1:37:23 PM
Electronic Record and Signature Disclosure:

Accepted: 3/15/2021 1:37:11 PM
ID: e8711464-dde3-46f1-8e2d-5068435cc328
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Barbara Lapierre
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 3/12/2021 12:58:20 PM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign

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Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 3/12/2021 12:58:20 PM
Certified Delivered Security Checked 3/15/2021 1:37:12 PM Signing Complete Security Checked 3/15/2021 1:37:23 PM
Completed Security Checked 3/15/2021 1:37:23 PM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, National Purchasing Partners (we, us or Company) may be required by law to provide to you certain written notices or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 12/29/2020 5:54:29 AM Parties agreed to: Jason Menghile, Mike Cully

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Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

How to contact National Purchasing Partners:

You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows:

To contact us by email send messages to: [email protected] To advise National Purchasing Partners of your new email address To let us know of a change in your email address where we should send notices and disclosures electronically to you, you must send an email message to us at [email protected] and in the body of such request you must state: your previous email address, your new email address. We do not require any other information from you to change your email address.

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To withdraw your consent with National Purchasing Partners To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

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i. decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent, or you may; ii. send us an email to [email protected] and in the body of such request you must state your email, full name, mailing address, and telephone number. We do not need any other information from you to withdraw consent.. The consequences of your withdrawing consent for online documents will be that transactions may take a longer time to process..

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Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic notices and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving notices and disclosures exclusively in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

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First Amendment to Master Price Agreement for

PARK, PLAYGROUND, AND RECREATION EQUIPMENT
Company Name and Address Change
This Amendment to the Master Price Agreement is entered into this 20th day of July 2022 by LEAGUE OF OREGON CITIES LOC (“Purchaser”) and VORTEX USA INC. (“Vendor”) based upon the sales and/or service of Park, Playground, And Recreation Equipment.

RECITALS
WHEREAS, Purchaser and Vendor entered into a Master Price Agreement numbered PS21115 on or about March 15, 2021 and by this reference incorporated herein; and WHEREAS, Vendor desires to change the company name VORTEX AQUATIC STRUCTURES INTERNATIONAL to VORTEX USA INC., the name Vendor uses in the U.S., and update the agreement to reflect this change; and
WHEREAS, Vendor desires to change the company address to their new U.S. location as permitted under the terms of the Master Price Agreement; and WHEREAS, Vendor has provided notice, on or about July 18, 2022, to update their company name and company address in the Master Price Agreement; and
WHEREAS, Purchaser and Vendor desire that the Master Price Agreement shall be amended in part to reflect the company name and address change.

NOW, THEREFORE, Purchaser and Vendor enter into the following:

DocuSign Envelope ID: 841FC1FA-4314-4183-A057-11BA8A8CA78D

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2 AMENDMENT TO MASTER PRICE AGREEMENT

1. Company Name Change. Any references to VORTEX AQUATIC STRUCTURES INTERNATIONAL in the Master Price Agreement shall be updated to VORTEX USA INC.

2. Company Address Change. Any references to 7800, Trans-Canada Highway, Pointe Claire, Quebec H9R 1C6 in the Master Price Agreement shall be updated to 3500 South Dupont Highway, Suite EP-101, Dover, Delaware, United States 19901.

3. Full Force and Effect. In each and every other respect, the terms of the Master Price Agreement, as amended, entered into between the parties on or about March 15, 2021 shall remain in full force and effect during the term of the agreement and the parties hereto hereby ratify said Master Price Agreement in its entirety, as if fully set out herein, along with the modifications identified herein.

IN WITNESS WHEREOF, the parties have hereto signed this Amendment on the day and year first above written.

LEAGUE OF OREGON CITIES
_______________________________ Date _________________________ BY:

ITS:

VORTEX USA INC.
_______________________________ Date _________________________ BY:

ITS:

DocuSign Envelope ID: 841FC1FA-4314-4183-A057-11BA8A8CA78D July 21, 2022 | 1:30 PM PDT
Interim Executive Director
Patty Mulvihull
July 28, 2022 | 5:08 PM EST

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Certificate Of Completion
Envelope Id: 841FC1FA43144183A05711BA8A8CA78D Status: Completed Subject: Please DocuSign: Amendment 1 MPA 2060 VORTEX FINAL.pdf Source Envelope:

Document Pages: 2 Signatures: 1 Envelope Originator:

Certificate Pages: 4 Initials: 0 Marshall Stiles
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
17930 International Boulevard
Suite 900
SeaTac, WA 98188
[email protected]
IP Address: 67.161.97.19
Record Tracking
Status: Original
7/21/2022 10:21:57 AM
Holder: Marshall Stiles
[email protected]
Location: DocuSign
Signer Events Signature Timestamp
Patty Mulvihull
[email protected]
Interim Executive Director
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 174.204.215.143
Sent: 7/21/2022 10:24:39 AM
Viewed: 7/21/2022 1:30:23 PM
Signed: 7/21/2022 1:30:29 PM
Electronic Record and Signature Disclosure:

Accepted: 7/21/2022 1:30:23 PM
ID: 2781421a-be97-4b9a-930c-799446508888
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/21/2022 10:24:39 AM
Certified Delivered Security Checked 7/21/2022 1:30:23 PM Signing Complete Security Checked 7/21/2022 1:30:29 PM
Completed Security Checked 7/28/2022 10:50:53 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure

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All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 12/29/2020 5:54:29 AM Parties agreed to: Patty Mulvihull

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How to contact National Purchasing Partners:

If you created a DocuSign account, you may update it with your new email address through your account preferences.

To withdraw your consent with National Purchasing Partners To inform us that you no longer wish to receive future notices and disclosures in electronic format you may:

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March 8, 2024
RE: Contract Number: PS21115 – PARK, PLAYGROUND, AND RECREATION EQUIPMENT (RFP 2060) To Whom it May Concern:

Through this letter, I wish to notify you that, pursuant to section 3.1 of the aforementioned agreement between the League of Oregon Cities and VORTEX USA INC., the agreement has been automatically extended one-year until the anniversary of the Effective Date in 2025.

Sincerely,
Patricia M. Mulvihill
Executive Director
League of Oregon Cities
DocuSign Envelope ID: 8038E1F9-9CB5-4076-9CB5-572C1245AE0A

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DATE: 11/06/2024
TO: Honorable Mayor and City Council Members
FROM: Finance Department, Human Resources Department, and Information Technology Department
2024-128

REQUEST FOR CITY COUNCIL ACTION
SUBJECT:

APPROVAL OF ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM AND

ASSOCIATED AGREEMENTS FOR SOFTWARE, PROJECT MANAGEMENT, CHANGE MANAGEMENT, AND IMPLEMENTATION SERVICES; APPROVAL OF PURCHASE ORDERS AND RELATED ACTIONS; AND BUDGET APPROPRIATION EXECUTIVE SUMMARY:

This staff report proposes that the City Council approve the implementation of the Workday ERP system to replace our current legacy systems with a more efficient, cloudbased solution that integrates financial management and human resources functionalities. The total projected cost of the project over a 10-year period is $14,893,772, including one-time costs of $7,498,396.

RECOMMENDED ACTION:

That the City Council:
a. Award Request for Proposal RFP 24-018SB to Cognizant Technology Solutions, and Workday for implementation services and ERP software; b. Authorize the City Manager, or his designee, to approve and execute the agreements with Workday, Cognizant Technology Solutions, CanAm

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Technologies and BerryDunn, in the amounts not to exceed the following over a 10-year period:

1. Workday in the amount of $6,356,744

2. Cognizant Technology Solutions in the amount of $3,714,345

3. Can/Am Technologies (CanAm) in the amount of $1,038,632

4. BerryDunn in the amount of $1,114,960
c. Authorize the City Manager, or his designee, to issue Purchase Orders to Cognizant Technology Solutions for $3,714,345, BerryDunn for $1,114,960, Workday for $541,813, and Can/Am Technologies for $99,216. d. Authorize the City Manager to execute any non-substantive extensions, change orders, purchase orders, and amendments necessary with Workday, Cognizant Technology Solutions, CanAm and BerryDunn within a contingency of 20% of the original contract amount.
e. Approve an appropriation of $6,492,746 from the General Fund 110 to the ERP project 77880.

BACKGROUND & HISTORY:

In 1997, the City adopted an electronic financial system, ONESolution, which initially met its emerging needs. Over the subsequent years, while updates to the software provided incremental benefits, the City’s growth and increasing operational complexity have since surpassed the system's capabilities. ONESolution now lags behind modern financial and human resource management systems, which offer advanced features to manage complex financial and personnel-related transactions more effectively. Key processes such as accounts payable, procurement, financial planning, and payroll are not performing adequately when compared with current business technologies.

Furthermore, efforts to enhance this system have faced numerous setbacks due to technical and resource limitations faced by the system’s developer. This has been compounded by several changes in the company’s ownership and a relocation of its headquarters from California to Florida, which led to a loss of experienced staff who had supported the City for decades. There is a looming risk that ONESolution may eventually become unsupported, especially as its core platform is based on the outdated COBOL programming language, for which specialized resources are becoming scarce. In summary, the City cannot continue to maintain its backbone of financial and human resources functions on this nearly 30 year old system; it must be replaced.

ANALYSIS:

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Selection Process
In response to the issues stated in the Background and History section, City staff initiated a comprehensive business process analysis in 2022 by engaging ThirdWave Corporation.

This analysis involved a detailed needs assessment across all departments, charting both current and future operational models. Building on this analysis, the City collaborated with BerryDunn, a firm specializing in ERP software consulting, to evaluate options and plan the next steps. BerryDunn worked closely with City staff, leveraging the existing system as a benchmark to identify the requirements for a new ERP (enterprise resource planning) solution.

Based on this collaboration, BerryDunn crafted an RFP for a modernized system. On September 5, 2023, the City released RFP 24-018SB, inviting vendors capable of enhancing our financial, human resources, and procurement operations. The City received proposals from eight vendors. After an initial review for quality, functionality, and capability, the top three vendors were identified. The top three vendors represent System Implementors (SI); these are professionals who design, configure, and deploy ERP software to meet an organization's specific business needs, ensuring integration across departments and optimizing workflows. Two SIs proposed the same combination of software solutions and the third SI proposed a different combination of software solutions.

The top three vendors were invited to present their solutions through a mix of in-person and virtual Proof of Capabilities (POC) demonstrations over a three-week period in March 2024. These demonstrations were comprehensive, showcasing not just the functionality of the platforms but also providing in-depth insights into the technological underpinnings of the systems. They also covered strategies and resources for system implementation and ongoing support. The sessions were attended by over 20 staff members from Finance, Human Resources, Procurement, and Information Technology. These day-long sessions were interactive, with staff actively engaging, questioning, and thoroughly reviewing the ERP platforms. This meticulous approach ensured a thorough understanding of the potential systems to support informed decision-making.

Following the Proof of Concept (POC) demonstrations, the City held a comprehensive debrief with the RFP evaluation team to analyze the two proposed combinations of software solutions and each SIs approach to implementation. Based on this feedback, the team recommends selecting Workday as the City’s new ERP provider.

Key advantages and reasons for choosing Workday include:

Industry Leadership: Workday is a prominent provider to global corporations and has expanded into the public sector over the last decade, serving cities like Los Angeles, Ontario, San Mateo, and Rancho Cucamonga. Its robust system is tailored to meet the demands of its extensive clientele, equipping the City with advanced tools to enhance business processes and task automation, thereby freeing staff to focus on higher-level analytical work.

Technology and Accessibility: Workday employs cutting-edge technology architecture that ensures optimal system uptime and full functionality accessible from any location,

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including mobile devices. This is coupled with robust system security measures from an IT perspective.

User-Friendly Design: The system features intuitive user interfaces and dashboards tailored to the core needs of financial systems. Its user-friendly design and advanced search capabilities make it accessible for non-accounting staff to easily retrieve reports and data.

Flexibility in Support: Unlike systems that bind clients to the original software developers for support, Workday allows for support from a broad network of third-party providers.

This flexibility facilitates customization and integration, enhancing post-implementation support options.

Integration of Services: Workday integrates Human Resources and Finance functions in a user-friendly manner, automating many processes that are currently manual. This integration promises substantial time savings and increased efficiency across all City departments.

Strategic Implementation and Change Management: The implementation strategy prioritizes comprehensive change management, using the new system as a catalyst to overhaul and optimize business processes, rather than merely transferring existing practices into the new environment.

Centralized Data Management: Workday functions as a "system of record," serving as a secure, central repository for HR and financial data. It consolidates functions, automates tasks, and provides valuable analytics all within one system.

Advanced Reporting and Analytics: Workday offers powerful reporting capabilities and data analytics tools, essential for any modern software system. Its ability to deliver unified, real-time, and user-friendly analytics is a critical asset in today’s data-driven landscape.

These features position Workday as the best solution to meet the City’s evolving needs, ensuring a future-ready infrastructure that enhances operational effectiveness and employee productivity.

Proposed Agreements
It is recommended that the City enter into a ten-year agreement with Workday, pending future appropriations by the City Council through the annual budget process. In tandem with Workday, the City would also enter into agreements with Cognizant Technology Solutions and BerryDunn for project management and implementation services.

Cognizant, a leading consulting partner of Workday, brings nearly two decades of expertise in comprehensive finance and human resources transformation. They will serve as the City’s primary partner in deploying Workday, drawing on their extensive government sector experience and a robust toolkit of templates, cost reduction strategies, and efficiency techniques. Many of the personnel on Congizant’s team come from the

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public sector in finance and human resources. Cognizant’s role will be pivotal in ensuring the successful implementation of Workday, addressing immediate needs while also laying a foundation for long-term growth and adaptability. Throughout the project, Cognizant will oversee progress, troubleshoot issues, and work closely with City staff to optimize the system’s implementation and re-engineer business processes to leverage automation and best practices.

BerryDunn will serve as the project manager for the ERP initiative, ensuring that the project’s milestones are met and aligning the various strategic elements essential to the project’s success. From extensive project experience for more than 400 state, local, and quasi-governmental agencies, BerryDunn’s team brings valuable perspectives to every project and has prior experience serving state and local government agencies, providing them with an in-depth understanding of government operations, staffing needs, budgetary constraints, and the business processes required to provide necessary services to the internal divisions and the constituents the City serves.

A key component of the City’s core financial functions, cashiering, will be enhanced by the CanAm system, a third-party, cloud-based solution that will integrate with the ERP to support cash management, accounts receivable, and general public and business services. This modernization will enable the expansion of cashiering services to offsite locations, an upgrade from the current on-premise financial system.

Anticipating the complexity of ERP implementation, unforeseen challenges may necessitate additional resources. To effectively manage these contingencies, City staff recommends establishing a robust project contingency budget. This fund will allow the City Manager to allocate resources among the vendors (Workday, Cognizant Technology Solutions, BerryDunn, and CanAm) as needed and make necessary amendments to the agreements within the approved contingency limits.

Documentation of the proposed agreements is available for review in the City Clerk’s Office.

Implementation Strategy and Support Needs
The ERP implementation is a significant undertaking scheduled to begin in January 2025 and culminate with the system's "go live" in mid-2026. Given the project's vast size and scope, it will demand approximately 17,000 hours of dedicated staff time from the City’s Finance, HR, and IT departments.

Due to the extensive commitment required, the City’s current staff will not have the capacity to manage their regular responsibilities alongside the ERP implementation. To address this, the project budget also allocates funds to hire a combination of City parttime and full-time personnel as well as temporary staffing services. The temporary staffing service vendors were selected as explained below. This strategic move will backfill essential roles, ensuring that impacts on daily operations are minimized while also supporting the successful rollout of the ERP system. Additionally, some staffing

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resources are needed to remain after project completion to properly manage and maintain the system and its continued success.

Once the staffing hours were estimated for project implementation, the departments evaluated the existing available resources and where shortfalls existed. Due to time constraints, quotes were obtained for the Finance and Human Resources positions. A total of five (5) vendors were contacted and provided the same information. Five quotes were received and evaluated based on availability of resources, qualifications of resources, and cost. Two vendors were selected based on the criteria. The Remy Corporation was selected for the two Human Resources positions noted in the Backfill Resources table. Express Employment Professionals was selected for the three Finance positions noted in the Backfill Resources table. Finance will also utilize a part-time Intern II position to assist project implementation tasks, backfill, or daily tasks. Additionally, the City will contract with a payroll consultant, Theresa Lee Consulting, who is highly qualified and has been instrumental in multiple payroll module Workday implementations in other cities.

The Information Technology Department also received quotes for additional staffing resources. Due to the significant additional cost for the Information Technology backfill, it was determined that the most cost-effective option is to hire two (2) full-time, limitedterm positions now, in lieu of using temporary staffing. This will allow the new employees to become familiar with the system from the outset. After full project implementation, staff will re-evaluate the need to continue the funding for the Information Technology positions.

The positions and consultants identified below will be charged to the ERP System Project until the project is fully implemented, or their respective portion is completed. The appropriation request for resources totaling $1,683,387 is the full amount of the backfill resources as those are specifically project based. The agreements for temporary staffing services will come to the City Council for review and approval at the November 20, 2024 meeting. The costs are included at this time to provide a wholistic picture of the project costs.

The recommended backfill staffing resources include the following:

BACKFILL RESOURCES – Needed through project term
Department Position FY 2025
Cost
FY 2026
Cost
Total
Finance 2 Purchasing Assistants
(Temp Services)
$85,313 $119,438 $204,750
Finance 1 Accounting Technician
(Temp Services)
$46,313 $64,838 $111,750

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Finance 1 Limited-term Payroll
Technician
$62,360 -- $62,360
Finance 1 Intern II (Part-Time) $11,232 $15,725 $26,957 Finance Payroll Consultant $168,980 $191,510 $360,490
Human Resources 2 HR Analysts
(Temp Services)
$207,188 $290,063 $497,250
Information Technology 1 Limited-Term ERP Administrator$91,191 $127,668 $218,859 Information Technology 1 Limited-Term Applications Analyst$83,988 $117,583 $201,572 TOTALS $756,564 $926,824 $1,683,387
FINANCIAL IMPACT:

The total cost for the ERP project includes both one-time expenditures of and recurring subscription fees spanning a ten-year term. The tables provided below offers a detailed breakdown of the estimated costs associated with the ERP implementation and ongoing system maintenance, as well as the individual costs linked to the agreements with Workday, Cognizant, CanAm, and BerryDunn. The project has one-time costs of $7,498,396 and recurring costs of $7,395,376, bringing the project total to $14,893,772 over a 10-year period.

ONE-TIME COSTS RECURRING COSTS
Cognizant BerryDunn
Staff
Backfill Contingency
One-Time
Total Workday CanAm
Recurring
Total
Yearly
Total
Year 1 $3,714,345 $1,114,960 $756,564 $985,704 $6,571,573 $541,813 $99,216 $641,029 $7,212,602 Year 2 $926,824 $926,824 $669,354 $99,216 $768,570 $1,695,394 Year 3 $ -- $908,732 $99,216 $1,007,948 $1,007,948
Year 4 $ -- $569,908 $99,216 $669,124 $669,124
Year 5 $ -- $581,306 $99,216 $680,522 $680,522
Year 6 $ -- $592,929 $102,192 $695,121 $695,121
Year 7 $ -- $604,789 $105,258 $710,047 $710,047
Year 8 $ -- $616,885 $108,416 $725,301 $725,301
Year 9 $ -- $629,221 $111,668 $740,889 $740,889
Year
10 $ -- $641,807 $115,018 $756,825 $756,825
Totals $3,714,345 $1,114,960 $1,683,387 $985,704 $7,498,396 $6,356,744 $1,038,632 $7,395,376 $14,893,772 When the City implemented its current financial system in 1997, the one-time costs were approximately $1 million, which is equivalent to about $1.96 million in today's dollars.

Given the current reliance on technology as the backbone of our City’s financial and human resource management activities, and significantly broader scope of the new ERP system which combines financial and HR functions and integrates a greater number and variety of systems than two decades ago, the one-time costs for deploying Workday represent a significant but necessary investment. Additionally, the transformational benefits that Cognizant will deliver during the implementation will yield further long-term benefits for the City’s investment.

Another financial consideration is the recurring subscription cost for Workday, which offers advanced functionality and capabilities far beyond those of our existing system, making a direct cost comparison impractical. Instead, using cost data from SAP, Oracle, and Tyler Technologies gathered during the procurement process as benchmarks, Workday's annual subscription fees align with those of other modern ERP solutions.

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The tables above include details the one-time and year 1 costs required for the Fiscal Year 2025 budget. Costs for years 2 through 10 will be included in the operating budget and approved through the annual budgeting process. Future annual subscription costs will be allocated between the General Fund and other funds based on a cost allocation plan that includes overhead costs distributed to various special funds and the Utilities Department. For Fiscal Year 2025, the allocation will be reviewed and revised with the mid-year budget update in February 2025.

The City Council has already allocated $1,427,238 toward the ERP system for FY 2025.

Additionally, the remaining balance from the previous Business Process Mapping project amounts to $219,441. These combined funds, totaling $1,646,679, will be applied to cover the projected expenses for Fiscal Year 2025. To fully finance this year's project costs, including the backfill resources, an additional appropriation of $6,492,746 from the General Fund 110 is requested to the ERP System account number 77880. The appropriation request is a combination of the one-time costs of $7,498,396 and the year one recurring costs totaling $641,029, adjusted for the funding that already exists. There is sufficient fund balance for the appropriation request. The additional funds needed for the project in future years will be allocated through the annual budget process.

Description Fund Existing Funds Appropriation Total
ERP System- Project 77880 Measure X
120
$1,100,000 $1,100,000
ERP System- Project 77880 General
Fund 110
$327,238 $6,492,746 $6,819,984
Business Process Management
– Project 72750
Various $219,441 $219,441
Totals $1,646,679 $6,492,746 $8,139,425
ENVIRONMENTAL ANALYSIS:

This action is exempt pursuant to Section 15061(b)(3) of the Guidelines for the California Environmental Quality Act (CEQA), which states that a project is exempt from CEQA if the activity is covered by the common sense exemption that CEQA applies only to projects that have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. This action is approve items related to the implementation of an ERP system, and there is no possibility that approval of the recommended actions will have a significant effect on the environment. Therefore, no environmental analysis is required.

PREPARED BY: KIM SITTON, FINANCE DIRECTOR

LORI SASSOON, CHIEF TALENT OFFICER
CHRIS McMASTERS, CHIEF INFORMATION OFFICER
REVIEWED BY: BRETT CHANNING, ASSISTANT CITY MANAGER
ATTACHMENTS:

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1. Exhibit 1 – Main Subscription Agreement - Workday

2. Exhibit 2 – Master Services Agreement – Cognizant

3. Exhibit 3 – Cognizant Statement of Work – Workday Deployment Services

4. Exhibit 4 – Teller Software as a Service Agreement – CanAm Technologies

5. Exhibit 5 – Professional Services Agreement - BerryDunn

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00459606.0- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - Customer
©2022 Workday v22.12 Page 1 of 13
JAMIER\10000.00005\10301199.4

SIGNATURE DOCUMENT
Documents Agreement Number
Main Subscription Agreement (v22.12) Agreement #: 00459606.0 Subscription Order Form Order Form #: 00418293.0
Subscription Order Form - Rising Passes Order Form #: 00476026.0 Training Order Form Order Form #: 00473391.0
By executing Signature Document the undersigned agree they are duly authorized signatories and all documents listed in the above table are entered into between the parties, effective as of the later of the dates beneath the Effective Date References to Signature Document and Effective Date in the Main Subscription Agreement shall mean those terms as defined in the preceding sentence.

The City of Corona
400 S. Vicentia Ave
Corona, CA, 92882
Workday, Inc.
6110 Stoneridge Mall Road
Pleasanton, CA 94588
Signature Signature
Name
Jacob Ellis
Name
Title
City Manager
Title
Date Signed Date Signed
Approved by:

Name: Sylvia Edwards
Title: City Clerk
[email protected]
Approved as to Legal Form by:

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00459606.0- Confidential

MAIN SUBSCRIPTION AGREEMENT
Main Subscription Agreement - Customer
©2022 Workday v22.12 Page 2 of 13
JAMIER\10000.00005\10301199.4
This Main Subscription Agreement, effective as of the Effective Date set out in the Signature Document, is by and between Workday, Inc. ("Workday") a Delaware corporation with offices at 6110 Stoneridge Mall Road, Pleasanton, CA 94588 and the City of Corona, The City of Corona , with offices at 400 S. Vicentia Ave, Corona, CA, 92882 United States.

Whereas Workday provides a subscription Service to which Customer intends to subscribe, this Agreement establishes the business relationship and allocation of responsibilities regarding the Service and the parties therefore agree as follows:

1. Provision of Service.

1.1 Workday Obligations. During the Term, Workday shall: (i) make the Service and Improvements available to Customer in accordance with the Documentation, the SLA and pursuant to the terms of this Agreement; and (ii) not use Customer Data except to provide the Service, prevent or address service or technical problems, or verify Improvements, in

1.2 Customer Obligations. Customer may enable access to the Service for use only by Authorized Parties solely for the Internal Business Purposes of Customer and its Affiliates in accordance with the Documentation and not for the benefit of any third parties for a level of use not exceeding the Pricing Metrics on the applicable Order Form. Customer is responsible for all Customer Affiliate and Authorized Party use of the Service and compliance with this Agreement. Customer shall: (a) have sole responsibility for the accuracy, quality, and legality of all information submitted to Workday, including, but not limited to Customer Data; (b) take commercially reasonable efforts to prevent unauthorized access to or use of the Service through login credentials of Authorized Parties, and notify Workday promptly of any unauthorized access or use; and (c) take commercially reasonable efforts to prevent the sending of or storage of Malicious Code in connection with use of the Service. Customer shall not: (i) use the Service in violation of Laws; (ii) in connection with use of the Service, send or store infringing, obscene, threatening, or otherwise unlawful or tortious material, including material that violates privacy rights; (iii) send or store Malicious Code in connection with use of the Service; (iv) interfere with or disrupt performance of the Service or the data contained therein; or (v) attempt to gain access to the Service or its related systems or networks in a manner not set forth in the Documentation.

2. Fees.

2.1 Invoices and Payment. Subscription Fees and all other fees due hereunder will be invoiced to Customer in the United States and payment will be remitted by Customer from the United States. Except where indicated otherwise on an applicable Order Form, all fees due hereunder (except fees subject to good faith dispute) shall be due and payable within thirty (30) days of invoice date. Workday will send all Customer invoices electronically (by email or otherwise). Workday shall email invoices to Customer within two business days of the date of the invoice. All fees are quoted and payable in United States Dollars and are based on access rights acquired and not actual usage. Customer shall provide Workday with complete and accurate billing and contact information including a valid email address. Upon request, Customer will make payments via electronic bank transfer. All remittance advice and invoice inquiries can be directed to [email protected]. 2.2 Non-cancelable and non-refundable. Except as specifically set forth to the contrary under Section 6.2 SLA Service all payment obligations under any and all Order Forms are non-cancelable and all payments made are non-refundable.

2.3 Overdue Payments. Except with respect to charges subject to a reasonable and good faith dispute, any payment not received from Customer by the due date may accrue, at Workday's discretion, late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by law, whichever is lower, from the date such payment was due until the date paid.

2.4 Non-Payment and Suspension of Service. Except with respect to charges subject to a reasonable and good faith dispute, if Customer's account is more than thirty (30) days past due, in addition to any other rights or remedies it may have under this Agreement or by law, Workday reserves the right to suspend the Service upon thirty (30) days written notice, without liability to Customer, until such amounts are paid in full. Such notice shall clearly and prominently state that the

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2.5 Taxes. This section applies only if Customer has not provided Workday with a tax exemption certificate authorized and honored by applicable taxing authorities that covers all Taxes. Subscription Fees and all other fees invoiced pursuant to this Agreement do not include, and may not be reduced to account for, any taxes, which may include local, state, provincial, federal or foreign taxes, levies, duties or similar governmental assessments of any nature, including, but not limited to, value-added taxes, excise, use, goods and services taxes, consumption taxes or similar taxes and foreign Customer is responsible for paying all Taxes imposed on the Service or any other services provided under this Agreement. If Workday has a legal obligation to pay or collect Taxes for which listed in the Signature Document which will be used as the ship-to address on the Order Form, and invoiced to and paid by Customer, unless Customer provides Workday with a valid tax exemption certificate authorized by the appropriate taxing authority.

3. Proprietary Rights.

3.1 Ownership and Reservation of Rights to Workday Intellectual Property. Workday and its licensors own all right, title and interest in and to the Service, Documentation, and other Workday Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, Workday reserves all rights, title and interest in and to the Service and Documentation, including all related Intellectual Property Rights. No rights are granted to Customer hereunder other than as expressly set forth herein.

3.2 Grant of Rights. Workday hereby grants Customer (for itself and those of Parties for whom Customer enables access to the Service) a non-exclusive, non-transferable, right to use the Service and Documentation solely for the Internal Business Purposes of Customer and its Affiliates and solely during the Term, subject to the terms and conditions of this Agreement within the scope of use defined in the relevant Order Form. The Service is provided in U.S. English. Workday has translated portions of the Service into other languages and unless otherwise indicated in the applicable Order Form, Customer may use any available translated portions of the applicable Service.

3.3 Restrictions. Customer shall not (i) modify or copy the Service or Documentation or create any derivative works based on the Service or Documentation; (except for archival copies of the Documentation for use consistent with this Agreement); (ii) license, sublicense, sell, resell, rent, lease, transfer, assign, distribute, time share, offer in a service bureau, or otherwise make the Service or Documentation available to any third party, other than to Authorized Parties as permitted herein; (iii) reverse engineer or decompile any portion of the Service or Documentation, including but not limited to, any software utilized by Workday in the provision of the Service and Documentation, except to the extent required by Law; or (iv) access the Service or Documentation in order to build any commercially available product or service except as otherwise provided in an applicable Order Form.

3.4 Ownership of Customer Data. As between Workday and Customer, Customer owns its Customer Data.

3.5 Customer Input. Workday shall have a royalty-free, transferable, sub-licensable, irrevocable, perpetual license to use, and incorporate into its services, any Customer Input. Workday shall have no obligation to make Customer Input an Improvement. Customer shall have no obligation to provide Customer Input.

4. Confidentiality.

4.1 Confidentiality. A party shall not disclose or use any Confidential Information of the other party except as reasonably necessary to perform its obligations or exercise its rights pursuant to this Agreement or with the other party's prior written permission.

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4.2 Protection. Each party agrees to protect the Confidential Information of the other party in the same manner that it protects its own Confidential Information of like kind, but in no event using less than a reasonable standard of care.

4.3 Compelled Disclosure. A disclosure by one party of Confidential Information of the other party to the extent required by Law shall not be considered a breach of this Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted), follows the process set forth in the applicable public records law(s), and provides reasonable assistance, at the other party's cost, if the other party wishes to contest the disclosure. Subject to the foregoing, in the event of any request by a government agency or law enforcement authority for access to Customer Data, Workday will seek to redirect the inquiry to Customer. In all such cases, Workday will take all reasonable and legally permissible measures to protect the Customer Data and to inform Customer of such demand.

4.4 Business Associate Exhibit. If Customer concludes that the Service will include access to Customer Data that is xhibit to this Agreement, which shall
as described in such Exhibit.

4.5 Remedies. If a party discloses or uses (or threatens to disclose or use) any Confidential Information of the other party in breach of confidentiality protections hereunder, the party who owns the Confidential Information shall have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts, it being acknowledged by both parties that any other available remedies may be inadequate.

4.6 Exclusions. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without breach of any obligation between the parties; (ii) was known to a party prior to its disclosure by the other party without breach of any obligation between the parties; (iii) was independently developed by a party without breach of any obligation between the parties; or (iv) is received from a third party without breach of any obligation owed to the other party. Customer Data shall not be subject to the exclusions set forth in this section.

5. Customer Data.

5.1 Protection and Security. Workday maintains a security program that conforms to the Workday Universal Security Exhibit
Organization Control 1 (SOC1) and Service Organization Control 2 (SOC2) audit reports or industry-standard successor reports. The most recently completed SOC1 and SOC2 (or industry standard successor audit reports) as of the Effective Date are referred to as the "Current Audit Reports". In no event during the Term shall Workday materially decrease the protections provided by the controls set forth in the Security Exhibit and the Current Audit Reports. -standard
successor reports prepared by independent third-party auditor. The Universal Data Processing Exhibit attached or will apply to the processing of Personal Data. Customer understands that its use of the Service and compliance with any terms hereunder does not constitute compliance with any Law. Customer understands that it has an independent duty to comply with any and all Laws applicable to it.

5.2 Unauthorized Disclosure. If either party believes that there has been a Security Breach, such party must promptly notify the other party, unless legally prohibited from doing so, within forty-eight (48) hours or any shorter period as may be required by Law; provided, however, that Customer is not required to notify Workday in any case where Customer reasonably determines that the Security Breach presents no threat to the Service. Additionally, each party will reasonably assist the other party in mitigating any potential damage. As soon as reasonably practicable after any such Security Breach that is not clearly attributable to Customer or its Authorized Parties, Workday shall conduct a root cause analysis and, upon request, will share the results of its analysis and its remediation plan with Customer. Unless prohibited by Law, each party shall provide the other party with reasonable notice of, and the opportunity to review and comment on the content of all public notices, filings, or press releases about a Security Breach that identify the other party by name prior to any such publication.

6. Warranties and Disclaimers.

6.1 Warranties. Each party warrants that it has the authority to enter into this Agreement and shall comply with all Laws in connection with its performance of this Agreement. Workday warrants that during the Term (i) the Service shall perform materially in accordance with the Documentation; (ii) the functionality of the Service will not be materially decreased during the Term; and, (iii) to the best of knowledge, the Service does not contain any Malicious Code. Order Forms

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6.2 Warranty Remedies. In the event of a breach of the warranty set forth in Section 6.1 (i), (ii) and (iii), (a) Workday shall correct the non-conforming Service at no additional charge to Customer, or (b) in the event Workday is unable to correct such deficiencies after good-faith efforts, Workday shall refund Customer amounts paid that are attributable to the defective Service from the date Workday received such notice (as set forth in Section 6.3 below) through the date of remedy, if any. The remedies set forth in this subsection shall be sole remedy and sole liability for breach of these warranties unless the breach of warranty constitutes a material breach of this Agreement and Customer elects to

6.3 Notice Obligations. To receive the warranty remedies set forth above, Customer must promptly report deficiencies in writing to Workday, but no later than thirty (30) days of the first date the deficiency is identified by Customer, or, in the case of a Related Service, no later than thirty (30) days after delivery of such Related Service.

Workday within such thirty (30) day period shall not affect right to receive the remedy in Section 6.2(a) unless Workday is somehow unable, or impaired in its ability to, corre within the thirty (30) day period. Notice of breaches of the warranty in Section 6.1(i), (ii), or (iii) shall be made through then-current error reporting system; notices of breaches of any other warranty shall be made in writing to Workday in accordance with the Notice provisions of this Agreement.

6.4 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED HEREIN AND TO THE MAXIMUM EXTENT PERMITTED

BY APPLICABLE LAW, THE PARTIES MAKE NO WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED,

STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING ANY

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE SERVICE AND RELATED SERVICES AND THE DOCUMENTATION. WORKDAY DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE

SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO CUSTOMER IN CONNECTION WITH THE PROVISION OF THE SERVICE.

7. Indemnification

7.1 Workday Indemnity. Workday shall defend Claim against Customer alleging that the use of the Service as contemplated under this Agreement infringes or misappropriates such third g
to such third party Claim.

7.2 RESERVED

7.3 Conditions.
giving written notice of the third-party Claim to the indemnitor (although a delay of notice will not relieve indemnitor of its obligations under this Section except to the extent that the indemnitor is prejudiced by such delay), (b) giving the indemnitor sole control of the defense and settlement of the third-party Claim (although indemnitor may not settle any third-party Claim reasonable assistance.

7.4 Exceptions. Workday shall have no liability for Claims or Losses to the extent arising from (a) modification of the Service by anyone other than Workday; (b) use of the Service in a manner inconsistent with this Agreement or Documentation (c) use of the Service in combination with any other product or service not provided by Workday.

7.5 Continued Use of the Service. If Customer is enjoined from using the Service or Workday reasonably believes it will be enjoined, Workday shall have the right, at its sole option, to obtain for Customer the right to continue use of the Service or to replace or modify the Service so that it is no longer infringing. If neither of the foregoing options is reasonably available to Workday, then the applicable Service may be terminated at either s option and sole obligation and liability related to the subject matter of this Section 7, in addition to the indemnification obligations herein, shall be to refund any prepaid fees for the applicable Service that was to be provided after the effective date of termination.

7.6 Exclusive Remedy.
sole obligations related to the subject matter of this Section.

8. Limitation of Liability.

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8.1 LIMITATION OF LIABILITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW AND EXCEPT WITH RESPECT TO (i) INTELLECTUAL PROPERTY INDEMNIFICATION OBLIGATIONS IN SECTION 7, (ii) EITHER RECKLESS MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD, (iii)

EITHER PARTY WHICH INCLUDES ITS RESPECTIVE AFFILIATES, AND IN THE CASE OF WORKDAY, ALSO

ALL CLAIMS (INDIVIDUALLY AND IN THE

AGGREGATE) ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR

OTHERWISE, IS LIMITED TO AN AMOUNT EQUAL TO THE FEES ACTUALLY PAID BY CUSTOMER UNDER THIS AGREEMENT DURING THE IMMEDIATELY PRECEDING TWELVE (12) MONTH PERIOD FOR THE SERVICE FROM

WHICH THE CLAIM(S) AROSE (OR, FOR A CLAIM(S) ARISING BEFORE THE FIRST ANNIVERSARY OF THE EFFECTIVE DATE, THE AMOUNT PAID OR PAYABLE FOR THE FIRST TWELVE (12)

SHALL BE INCREASED TO FEES PAID OR PAYABLE UNDER THE AGREEMENT DURING THE IMMEDIATELY PRECEDING TWENTY-FOUR (24)-MONTH PERIOD FOR THE SERVICE FROM WHICH THE CLAIM AROSE

8.2 EXCLUSION OF DAMAGES EXCEPT FOR IP INDEMNIFICATION OBLIGATIONS IN SECTION 7,

IN NO EVENT SHALL EITHER PARTY OR ITS AFFILIATES HAVE LIABILITY FOR LOST PROFITS OR REVENUES,

ACCORDANCE WITH ITS OBLIGATIONS HEREUNDER), BUSINESS INTERRUPTION, OR INDIRECT, SPECIAL,

INCIDENTAL, PUNITIVE, CONSEQUENTIAL, OR COVER DAMAGES, HOWEVER CAUSED, WHETHER IN CONTRACT,

TORT OR OTHERWISE, EVEN IF THE PARTY OR ITS AFFILIATES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE EXCLUSIONS IN THIS SECTION WILL NOT APPLY TO THE EXTENT PROHIBITED BY LAW.

PAYMENT OBLIGATIONS SHALL NOT BE CONSIDERED LOST PROFITS.

8.3 CLASSIFICATION OF CERTAIN DAMAGES. SUBJECT TO SECTION 8.1, AND NOTWITHSTANDING SECTION

8.2, IF EITHER PARTY BREACHES ITS OBLIGATIONS UNDER THIS AGREEMENT, THE FOLLOWING WILL BE CONSIDERED DIRECT DAMAGES: (1) AMOUNTS PAID TO AFFECTED THIRD PARTIES AS DAMAGES OR SETTLEMENTS ARISING FROM THE BREACH; (2) AMOUNTS PAID FOR FINES AND PENALTIES IMPOSED BY ANY GOVERNMENTAL AUTHORITY ARISING FROM THE BREACH; AND (3) REASONABLE LEGAL FEES, TO DEFEND AGAINST THIRD-PARTY CLAIMS ARISING FROM THE BREACH.

8.4 Workday Remediation of Certain Unauthorized Disclosures. In the event that any unauthorized access to or acquisition of Personal Data is caused by breach of its security and/or privacy obligations under this Agreement, Workday shall pay the reasonably necessary, documented costs incurred by Customer in connection with the following items: (a) costs of any reasonably required forensic investigation to determine the cause of the breach, (b) providing notification of the security breach to applicable government and relevant industry self-regulatory agencies, to the media (if required by Law) and to individuals whose Personal Data may have been accessed or acquired, (c) providing credit monitoring service to individuals whose Personal Data may have been accessed or acquired for a period of one year (or to the extent required by Law) after the date on which such individuals were notified of the unauthorized access or acquisition for such individuals who elected such credit monitoring service, and (d) operating a call center to respond to questions from individuals whose Personal Data may have been accessed or acquired for a period of one year (or to the extent required by Law) after the date on which such individuals were notified of the unauthorized access or acquisition.

NOTWITHSTANDING THE FOREGOING, OR ANYTHING IN THIS AGREEMENT TO THE CONTRARY, WORKDAY

SHALL HAVE NO RESPONSIBILITY TO PAY COSTS OF REMEDIATION THAT ARE DUE TO RECKLESS

MISCONDUCT, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND/OR FRAUD BY CUSTOMER OR ITS EMPLOYEES, AGENTS OR AUTHORIZED PARTIES. 9. Term and Termination.

9.1 Term of Agreement. The Term commences on the Effective Date and continues until the stated term in all Order Forms has expired or has otherwise been terminated, unless otherwise extended pursuant to the written agreement of the parties. Subscriptions to the Service commence on the date, and are for a period, as set forth in the applicable Order Form.

9.2 Termination. Either party may terminate this Agreement: (i) upon thirty (30) days prior written notice to the other party of a material breach by the other party if such breach remains uncured at the expiration of such notice period; or (ii) immediately in the event the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. In the event this Agreement is terminated, all

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For clarity, a breach or termination of any Professional Services Agreement, as defined in the DPE, or of any applicable statement of work and/or work order thereunder, shall not be considered a material breach or termination of this Agreement.

9.3 Effect of Termination. Upon any expiration or termination of this Agreement, all Order Forms shall immediately terminate and Customer shall, as of the date of such expiration or termination, immediately cease accessing and otherwise utilizing the applicable Service (except as permitted under the section entitled of Customer and Termination for any
reason shall not relieve Customer of the obligation to pay any fees accrued or due and payable to Workday prior to the effective date of termination. Additionally, termination for any reason other than uncured material breach, Termination for Non-Appropriation pursuant to Section 9.8, or the reasons set forth in Section 2.2, shall not relieve Customer of the obligation to pay all future amounts due under all Order Forms.

9.4 Transition Period before Final Termination. If this Agreement is terminated and Customer submits a written request to Workday prior to any such termination for a one-time transition period, Workday will continue to provide the Service for up to three (3) months after the effective date of such termination (the subject to the terms and conditions of this Agreement. Monthly fees for the Transition Period will be 1/12 of the immediately preceding twelvemonth period plus, only if this Agreement was not terminated by Customer for cause, an additional five percent (5%).

Notwithstanding the foregoing, if Workday is enjoined from performing, or termination of this Agreement was due to subject to reasonable and good faith dispute, (ii) prepayment of fees for further services, and (iii) certification of ongoing compliance with the terms of this Agreement during the Transition Period.

9.5 Transition Consulting Services. During a Retrieval Period or Transition Period, Workday will provide cooperation and assistance as Customer may reasonably request to support an orderly transition to another provider of similar software, services, or to operations. Such cooperation and assistance will be limited to consulting regarding the -current rates for consulting services and such
services will be set out in a statement of work to a professional services agreement between the parties. Notwithstanding the foregoing, in the event of termination of this
provision of transition consulting services and condition further performance upon (i) payment of undisputed fees then owed and (ii) prepayment of fees for further services.

9.6 Retrieval of Customer Data. Upon written request by Customer made prior to or upon any expiration or termination of this Agreement (including any Transition Period), Workday will make Customer Data available to Customer through the Service solely to allow Customer to retrieve Customer Data for a period of up to a total of sixty (60) days after such expiration or l
receive a total of no more than sixty (60) days of non-cost Retrieval Period. After such Retrieval Period, Workday will have no obligation to maintain or provide any Customer Data and shall thereafter, unless legally prohibited, delete all Customer provided, however, that Workday will not be required to remove copies of the Customer Data from its backup media and servers until such time as the backup copies are scheduled to be deleted, provided further that in all cases Workday will continue to protect the Customer Data in accordance with this Agreement. Customer Data will be made available in a Workday-supported format mutually agreed upon between the parties (for example, CSV, delimited text or Microsoft Excel). The foregoing deletion obligation will be subject to any retention obligations imposed on Workday by Law. Additionally,
web services.

9.7 Surviving Provisions. The following provisions of this Agreement shall not survive and will have no further force or effect following any
applicable Order Form(s). All other provisions of this Agreement shall survive any termination or expiration of this Agreement.

9.8 Termination for Non-Appropriation. Customer is a US Federal, State, or Local governmental entity that relies on funding which is allocated at the federal, state and/or local level to fund the Service in the Agreement. Customer intends to continue the Agreement for its entire term and to satisfy its obligations thereunder. Customer will seek to obtain funding for each fiscal year of an Order Form. For each succeeding fiscal period: (a) Customer agrees to include in its budget request appropriations sufficient to cover Customer's obligations under the Agreement; (b) Customer agrees to use all reasonable

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Notwithstanding the foregoing, Customer will pay for (i) the entire time period the Service was made available to Customer prior to Workday's receipt of notice of termination for non-appropriation; and (ii) for all amounts and Service periods for which Customer has received services. Customer shall not execute any Order Form unless funds have been appropriated for at least the first year's subscription fee. Upon termination, Customer will remit all amounts due, and all costs reasonably incurred up to the date of termination. Upon request by Workday, Customer shall identify to Workday the extent to which funds have been allocated for individual Order Forms throughout the term of the Agreement.

10. General Provisions.

10.1 Relationship of the Parties. The parties are independent contractors. This Agreement does not create nor is it intended to create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties.

There are no third-party beneficiaries to this Agreement.

10.2 Insurance. Workday will maintain during the entire Term, at its own expense, the types of insurance coverage specified below, on standard policy forms and with insurance companies with at least an A.M. Best Rating of A-VII at the time of policy inception.
(a) Compensation insurance prescribed by applicable local law and Employers Liability insurance with limits not less than $1,000,000 per accident/per employee. This policy shall include a waiver of subrogation against Customer
(b) Business Automobile Liability covering all vehicles that Workday owns, hires or leases with a limit of no less than $1,000,000 (combined single limit for bodily injury and property damage) for each accident. (c) Commercial General Liability insurance including Contractual Liability Coverage, with coverage for products liability, completed operations, property damage and bodily injury, including death, with an aggregate limit of no less than $2,000,000. This policy shall name Customer as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Customer. Workday shall provide to Customer endorsements evidencing the additional insured coverage and the waiver of subrogation required by this subsection.

Technology Professional Liability Errors & Omissions policy (which includes Cyber Risk coverage, internet liability, and Computer Security and Privacy Liability coverage) with a limit of no less than $10,000,000 per occurrence and in the aggregate.
(d) Crime policy with a limit of no less than $5,000,000 per occurrence and in the aggregate and naming Customer (as its interests may appear) as a loss payee.
(e) Excess Liability/Umbrella coverage with a limit of no less than $9,000,000 per occurrence and in the aggregate (such limit may be achieved through increase of limits in underlying policies to reach the level of coverage shown here). This policy shall name Customer as an additional insured with respect to the provision of services provided under this Agreement. This policy shall include a waiver of subrogation against Customer.

Upon Customer's request, Workday agrees to deliver to Customer certificates of insurance evidencing the coverage specified in this section. Such certificate(s) will contain a thirty (30) day prior notice of cancellation provision. Workday will be solely responsible for any deductible or self-insurance retentions. Such insurance coverage will be primary and any other valid insurance existing will be in excess of such primary insurance policies. The required insurance coverage and limits of liability set forth above shall not be construed as a limitation or waiver of any potential liability or satisfaction of any indemnification/hold harmless obligation of Workday.

10.3 Notices. Unless expressly stated otherwise, all notices under this Agreement shall be in writing and shall be deemed to have been given upon: (i) personal delivery; or (ii) the third business day after first class mailing. Notices to Workday shall be sent to the address shown in the Signature Document addressed to the attention of its General Counsel

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10.4 Background Check. Unless prohibited by law, Workday agrees to conduct (or has previously conducted) a criminal background check on personnel employed by Workday (or will require its subcontractors to conduct a background check on their own personnel) who will have access to Customer Data. Such background check shall be in the form generally used by Workday in its initial hiring of employees or contracting for contractors or, as applicable, during the employmentscreening process. Workday will not allow any person performing under this Agreement on behalf of Workday to be assigned to have access to Customer Data whose background check revealed a conviction of any violent crime or crime involving theft, dishonesty, moral turpitude, breach of trust, or money laundering.

10.5 Code of Conduct. Workday has a published code of conduct available on its public web site with rules for ethical business conduct which complies with applicable law. Workday uses commercially reasonable efforts to ensure that Workday complies with its code of conduct, including but not limited to periodic training of employees about the code.

10.6 Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right or any other right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

10.7 Force Majeure. Neither party shall be liable for any failure or delay in performance under this Agreement for causes acts of God, acts of government, flood, fire, civil unrest, acts of terror, strikes or other labor problems (other than those involving Workday or Cus Force Majeure
scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused, provided that notice of the Force Majeure event is given in writing within fifteen (15) days after the Force Majeure event begins. Such notice shall identify the nature of the Force Majeure event, its expected duration and the probable impact on the performance

10.8 Assignment. Neither party may assign any of its rights or obligations hereunder, whether by operation of law or otherwise, without the prior written consent of the other party (which consent shall not be unreasonably withheld).

Notwithstanding the foregoing, either party may assign this Agreement in its entirety (including all Order Forms) without consent of the other party in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets (an so long as the assignee agrees to be bound by all of the terms of this Agreement in an amendment to this Agreement and all past due fees are paid in full or otherwise accounted for in the amendment. In no event shall Customer have the right to assign this Agreement to a direct Competitor of Workday. In the event of an M&A assignment, the non-assigning party shall be entitled to request from the assignee information to demonstrate that the assignee has the necessary resources and expertise to provide the Service. Failure to provide such information shall be a material breach of this Agreement. Any attempt by a party to assign its rights or obligations under this Agreement other than as permitted by this section shall be void and of no effect. Subject to the foregoing, this Agreement shall bind and inure to the benefit of the parties, their respective successors and permitted assigns.

10.9 Governing Law; Waiver of Jury Trial. This Agreement shall be governed exclusively by the internal laws of the State of California, without regard to its conflicts of laws rules. Each party hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement.

10.10 Export. Each party shall comply with the export laws and regulations of the United States and other applicable jurisdictions in providing and using the Service. Without limiting the generality of the foregoing, Customer shall not make the Service available to any person or entity that: (i) is located in a country that is subject to a U.S. government embargo; (ii) is listed on any U.S. government list of prohibited or restricted parties; or (iii) is engaged in activities directly or indirectly related to the proliferation of weapons of mass destruction, unless authorized by the United States government.

10.11 Workday SLA Service Credits. If, in any rolling six-month period, Workday fails to meet the monthly Service remedies no later than six months after the applicable Failure occurs: (1) a meeting to discuss possible corrective actions for the first Failure; (2) a 10% Service Credit for a second Failure; (3) a 20% Service Credit for a third Failure; and (4) a 30% Service Credit for a fourth Failure. In this Agreement, means a credit equal to the stated percentage of the

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10.12 Federal Government End Use Provisions (if applicable). Workday provides pre-existing, commercial Service, including related software and technology, for federal government end use solely in accordance with the terms and conditions of this Agreement, and Workday provides only the technical data and rights as provided herein. If a government agency has a need for rights not conveyed under these terms, it must negotiate with Workday to determine whether there are acceptable terms for transferring additional rights. A mutually acceptable addendum specifically conveying such rights must be executed by the parties in order to convey such rights beyond those set forth herein. For avoidance of doubt, Workday does not currently provide the Service for use in furtherance of a federal prime or subcontract. Additionally, the parties agree that the purpose of this Agreement is to provide a sophisticated integrated system solution, principally for the provision of a product, not a service and as such, neither the Service Contract Act nor its related statutes or regulations

10.13 Use by other Entities. The parties agree that other public entities, including state agencies, local governments, courts, and public institutions of higher education may utilize the terms of this Agreement to purchase the Service from Workday for agreements commencing no later than five (5) years after the Effective Date of this Agreement. Workday may extend the availability of this Agreement for such use in its sole and reasonable discretion. The parties understand that pricing is specific to Pricing Metrics and the choice of Workday Service components and other entities will not necessarily pay the same price as Customer. Any such other entity shall be responsible for complying with its relevant procurement rules and regulations. Customer will in no way whatsoever incur any liability to Workday, such entities, or others in relation to specifications, delivery, payment, or any other aspect of actions or omissions by such entities. An entity wishing to utilize name. The parties agree that Workday can disclose this Agreement, all exhibits, and any applicable Order Forms to an entity seeking to make use of this Section.

10.14 Publicity.

Except as set forth herein, Workday shall not use Customer's name, logos or trademarks, without the prior written consent of Customer, in any written press releases, advertisements and/or marketing materials. Notwithstanding the foregoing, Workday may use Customer's name and logo in lists of customers and on its website, including, but not limited to, community portal; however, such usage shall not be classified as an advertisement but only identification as an entity who receives the Service from Workday. For the avoidance of doubt, this section does not prohibit Workday from referencing Customer's name in a verbal format.

10.15 Miscellaneous. This Agreement, including all exhibits and attachments hereto and all Order Forms, constitutes the entire agreement between the parties with respect to the subject matter hereof. In the event of a conflict, the provisions of an Order Form shall take precedence over provisions of the body of this Main Subscription Agreement and over any other exhibit or attachment to this Main Subscription Agreement. This Agreement supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter and is entered into without reliance on any promise or representation other than those expressly contained in this Agreement. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Notwithstanding any language to the contrary therein, no terms or conditions stated in a Customer purchase order or in any other non-negotiated Customer order documentation shall be incorporated into or form any part of this Agreement, and all such terms or conditions shall be null and void. This Agreement may be executed in counterparts, which taken together shall form one binding legal instrument. The parties hereby consent to the use of electronic signatures in connection with the execution of this Agreement, and further agree that electronic signatures to this Agreement shall be legally binding with the same force and effect as manually executed signatures, provided that such signatures must be made using a technology designed for electronic signatures and include appropriate certificates to verify the identity of the signatory. For avoidance of doubt, emails stating consent to an Agreement or action shall not be considered an electronic signature.

10.16 Special Access by Law Enforcement and for Oversight. Customer is a public sector entity subject to oversight by other public sector entities and potentially by the federal government. The parties agree that to the extent that law enforcement officials or entities with appropriate oversight authority request access to the Service for the purpose of viewing or retrieving Customer Data or confirming how Customer processes Customer Data, Customer may grant such access either by permitting

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©2022 Workday v22.12 Page 11 of 13 JAMIER\10000.00005\10301199.4 ce or by granting such representatives temporary status as an Authorized Party. Customer shall ensure any individuals to whom observation or temporary Authorized Party status is provided, have entered into a Confidentiality Agreement at least as restrictive as the provisions in Section 4 of the Agreement.

10.17 Audit Financial Billing. During the Term of this Agreement but not more frequently than once per year, Workday shall make available to Customer or its chosen independent third-party auditor (or federal or state department auditor having monitoring or reviewing authority over Customer), for examination those financial books, records, and files of Workday that rm(s) issued hereunder.

Workday shall be subject to examination and/or audit to the extent set forth in law and shall comply with all program and fiscal reporting requirements set forth by law as described more fully in the Data Processing Exhibit. Workday shall maintain complete and accurate records as is reasonably necessary to substantiate such charges for at least five (5) years after such charges are invoiced. Customer shall provide Workday with reasonable notice prior to conducting such financial audit and the parties shall mutually agree upon the timing of such financial audit which shall be conducted in a manner that is least disruptive - ons or thirdrds or other financial records not related to Service fees invoiced to Customer.

10.18 California Labor Code Requirements. Workday is aware of the requirements of California Labor Code Sections 1720 et seq. and 1770 et seq., which require the payment of prevailing wage rates and the performance of other requirements on agrees to fully comply with such Prevailing Wage Laws, if applicable. Workday shall defend, indemnify and hold Customer, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. It shall be mandatory upon Workday and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages, employment of apprentices, hours of labor and debarment of contractors and subcontractors for work performed in California.

10.19 Verification of Employment Eligibility. By executing this Agreement, Workday verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-subconsultants to comply with the same.

10.20 Equal Opportunity Employment. Workday represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of, as applicable under the law of the jurisdiction where employment occurs, race, religion, color, national origin, ancestry, sex, age, or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.

10.21 Prohibited Interests. Workday represents that it has not employed nor retained any company or person, other than a bona fide employee working solely for Workday, to solicit or secure the Agreement. Further, Workday 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 Workday, 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 representation, Customer shall have the right to rescind the Agreement rms that are not
or person, other than a bona fide employee working solely for Workday, to solicit or secure this Order Form. Further, Workday 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 Workday, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from

11. Definitions.
means any entity which directly or indirectly controls, is controlled by, or is under common control by either party.

For purposes of the preceding sentence, "control" means direct or indirect ownership or control of more than 50% of the voting interests of the subject entity.
means this Main Subscription Agreement, including the Signature Document, any exhibits, addenda or attachments hereto, and any fully executed or attached and referenced Order Form(s).

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Customer, and as appropriate for the applicable Service, students and their parents or guardians, prospective employees, integration or other data exchange process.
means any claim, demand, suit, or other legal proceeding made or brought against a party to this Agreement. "Confidential Information" means (a) any software utilized by Workday in the provision of the Service and its respective source code; (b) Customer Data; (c)
Documentation, training materials, any information relating to software plans, designs, costs, prices and names, finances, marketing plans, business opportunities, personnel, research, development or know-how that is designated in writing by the disclosing party as "confidential" or "proprietary"; and (d) the terms, conditions and pricing of this Agreement (but not its existence or parties).
"Customer Data" means the electronic data or information submitted by Customer or Authorized Parties to the Service. means suggestions, enhancement requests, recommendations or other feedback provided by Customer, its Employees or Authorized Parties relating to the operation or functionality of the Service. from time to time.
"Employee" or means employees, consultants, contingent workers, independent contractors, and retirees of Customer and its Affiliates whose business record(s) are or may be managed by the Service and for which a subscription to the Service has been purchased pursuant to an Order Form. means all improvements, updates, enhancements, error corrections, bug fixes, release notes, upgrades and changes to the Service and Documentation, as developed by Workday and made generally available for Production use without a separate charge to Customers.

Intellectual Property Rights
copyright, trademarks, trade secrets, patents and other proprietary rights issued, honored or enforceable under any applicable laws anywhere in the world, and inclusive of all moral rights related thereto.

Internal Business Purposes
Service, as opposed to Customer using the products or Service for customers, clients, or prospective customers of the Customer. As illustrative examples: (1) use of recruiting functionality to assist with the recruitment of employees ity to find employees for its third-party
Purpose.
means any local, state, national and/or foreign law, treaties, and/or regulations applicable to a respective party. means any damages or costs finally awarded or entered into in settlement (including, without limitation, reasonable attorneys' fees).
means viruses, worms, time bombs, ransomware, Trojan horses and other malicious code, files, scripts, agents or programs intended to do harm. "Order Form" means the separate ordering documents under which Customer subscribes to the Service or other services pursuant to this Agreement which are fully executed by the parties. has the definition set forth in the Data Processing Exhibit.

Pricing Metrics means the specific measure identified on the applicable Order Form used for determining the Subscription

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capacity.
means any professional services provided by Workday pursuant to an Order Form subject to this Agreement and related to the Service.
means (i) any actual or reasonably suspected unauthorized use of, loss of, access to or disclosure of, Customer Data; provided that an incidental disclosure of Customer Data to an Authorized Party or Workday, or incidental access to Customer Data by an Authorized Party or Workday, where no reasonable suspicion exists that such disclosure purposes of this definition, unless such incidental disclosure or incidental access triggers a notification obligation under any Law, (ii) any Personal Data Breach as defined in the DPE; and (iii) any security breach (or substantially similar term) as defined by Law affecting Customer Data.
"Service" means software-as-a-service applications and Improvements as described in the Documentation and subscribed to under an Order Form.
means the Workday Production Support and Service Level Availability Policy, located at https://www.workday.com/en-us/legal/contract-terms-and-conditions/index/exhibits.html, which may be updated by Workday from time to time.

Subscription Fee means all amounts invoiced and payable by Customer for the Service. "Tenant" means a unique instance of the Service, with a separate set of Customer Data held by Workday in a logically separated database (i.e., a database segregated through password-controlled access).

Base is a naming convention that will be used in all of the Tenant URLs provided by Workday, as specified has the meaning set forth in Section 9.1.

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Workday Universal Data Processing Exhibit
Frequently Asked Questions
Protecting our personal data is one of highest priorities and is integral to the success of our business.

These FAQs provide information to assist customers when (1) selecting Workday as an enterprise cloud provider to process Processing Exhibit.

These FAQs do not form part of the contract and are for informational purposes only.

What is role?
(For information purposes only, this FAQ does not form part of any contract.) Workday Universal Data Processing Exhibit Customer
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Workday acts as a processor or service provider for the personal data our customers submit electronically into our enterprise cloud applications or, where applicab
As such, Workday processes Personal Data on behalf of and according to our instructions who are the controllers (or businesses).

Does Workday make available a data processing agreement? Workday offers a comprehensive Universal Data Processing Exhibit that operates seamlessly as part of The DPE supports Workday's one-to-many service delivery model and our underlying technical and operational processes, such as our certifications, the performance of audits and our use of subprocessors.

Will DPE work for companies operating globally?
Workday has customers around the globe, so we offer our customers industry-leading data processing terms that address data protection requirements around the globe. Our DPE incorporates the core privacy principles that underlie many international data protection laws.

Traditionally, European data protection laws have been among the strictest. To provide our global customers with a robust framework, we have used the strict GDPR requirements as the baseline for our DPE. As new laws take effect, including comprehensive state privacy laws in the United States, we adjust as necessary to ensure continued compliance with data protection laws.

Does Workday comply with data protection laws?
Workday complies with all data protection laws directly applicable to Workday. applications to process their Personal Data in light of the specific laws and regulations to which they are subject. It is also and regulatory obligations.

How does the CCPA apply to enterprise services?
To the extent the CCPA applies to services, Workday acts as a service provider, which is defined by the CCPA as an entity that processes information on behalf of a business. customers act as the business, which Protection Regulation.)
Under the CCPA, a service provider processes personal information provided by a business for a business purpose pursuant to a written contract, provided that the contract prohibits the entity receiving the information from retaining, using, or disclosing personal information for any purpose other than for the specific purpose of performing the services specified in provide that we can proce

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Frequently Asked Questions
Subprocessors
Does Workday use subprocessors?
Workday uses subprocessors to provide the Covered Services. Any subprocessor that Workday engages to process our Personal Data undergoes a thorough information security and data protection due diligence review and agrees to abide by data protection terms no less protective than the DPE.

Which subprocessors is Workday using?
https://www.workday.com/en- us/legal/subprocessors.html. (For information purposes only, this FAQ does not form part of any contract.) Workday Universal Data Processing Exhibit Customer
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How does Workday inform our customers about new subprocessors? Workday will update the subprocessor list at least thirty days prior to authorizing a new subprocessor to process Personal Data. Customers can subscribe to receiving email notifications for each Covered Service by signing up here. Our customers are responsible for ensuring that the individuals in their organization who need to be notified about new subprocessors (e.g., their Privacy Team or Data Protection Officer) subscribe to the relevant Covered Service email updates and monitor their email accounts.

Can customers object to use of a new subprocessor?
Where required object a new subprocessor on reasonable grounds relating to data protection. If Workday decides to retain a subprocessor to which a customer has objected, then the customer has the option to terminate the affected Covered Service.

For International Data Transfers
Is Personal Data transferred outside of Europe in connection with Workday enterprise cloud applications? In order to provide its enterprise cloud applications, Workday may use subprocessors (both Workday affiliates and third parties) located outside the European Economic Area ("EEA"), the United Kingdom ( "Europe"). For example, Workday provides 24/7 follow-the-sun support which necessarily means a degree of processing data in multiple time zones. For the purpose of international transfers, Workday Limited (our European headquarters in Ireland) is the "data exporter" under the GDPR and our customers are not transferring personal data outside of Europe.

How does Workday protect Personal Data transferred outside of Europe? Workday uses the following data transfer mechanisms to legitimize transfers of Personal Data outside of Europe to meet its compliance duties:

Adequacy Decisions
The European Commission recognizes certain countries around the world as offering an adequate level of protection for personal data. The UK and Switzerland recognize the same countries. Workday relies on adequacy decisions in relation to transfers of Personal Data to New Zealand, Switzerland or the UK.

Binding Corporate Rules
Workday is one of the few companies worldwide to have an approved set of Processor Binding Corporate Rules (or multinational group. Under its BCRs, Workday can share the Personal Data it processes on behalf of its customers within its group in compliance with EU data protection laws. A list of enterprise cloud applications covered by the https://www.workday.com/en-us/why-workday/security-trust.html.

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The Information Commissioner Office has validated the European SCCs as an equal alternative to the UK only
UK data. For consistency across our customer base, we implement the SCCs via the ICO's "UK Addendum" as Switzerland has recognized the SCCs as the basis for personal data transfers to a country without an adequate level of data protection, provided that the necessary adaptations and amendments are made for use under Swiss data protection legislation (as set out below).

Does DPE cover professional services delivered by Workday? Yes, DPE covers consulting and professional services delivered by Workday.

General Data Protection Regulation
What is the General Data Protection Regulation?
The
2018. The EU GDPR sets a global standard for data protection compliance by implementing strict requirements on how organizations handle and protect personal data. Following Brexit, section 3 of the European Union (Withdrawal) Act 2018 brought the EU GDPR into UK law (the "UK GDPR"). For the purpose of our relationship with our customers, at this time, they do not differ in substance, so we refer to both laws collectively as "GDPR." We are committed to supporting our journey to compliance with the GDPR when they use enterprise cloud applications.

How does Workday assist our customers in fulfilling their obligations to respond to data subject requests under Chapter III of the GDPR?
delete or restrict the processing of their Personal Data and comply with data portability requests under the GDPR.

What technical and organizational measures has Workday implemented to protect Personal Data? Workday has implemented robust technical and organizational measures designed to protect our Personal Data against accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data.

However, data security is a shared responsibility. Our customers are responsible for implementing and maintaining privacy protections and security measures for components of the Workday enterprise cloud applications that they control.

Workday is certified to various industry standards such as ISO 27001, 27017, and 27018. See Workday's SOC 2 reports for more information on our technical and organizational measures.

Furthermore, Workday adheres to the EU Cloud Code of Conduct (EUCoC) which provides independent third-party verification of Workda technical and organizational measures. According to Article 28 (5) of the EU GDPR, adherence to a Code of Conduct can be used to demonstrate that sufficient guarantees have been made to implement appropriate technical and organizational measures as a d
https://eucoc.cloud/en/public-register/list-of-adherent-services/.

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Frequently Asked Questions
(For information purposes only, this FAQ does not form part of any contract.) Workday Universal Data Processing Exhibit Customer
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How does Workday assist our customers fulfilling their obligation to notify personal data breaches? Under the GDPR, our customers, as controllers, must notify the competent data protection supervisory authority without undue delay and, where feasible, not later than 72 hours after becoming aware of a personal data breach, unless the breach is unlikely to result in a risk to the rights and freedoms of natural persons.

Workday maintains incident response policies and plans, including a security incident policy, an incident response plan and Data,
Workday will notify our customers without undue delay and assist our customers to meet their personal data breach notification obligations by providing the relevant information regarding the personal data breach.

How does Workday assist our customers with the GDPR requirements to conduct data protection impact assessments and prior consultations in relation to their use of a Workday enterprise cloud application? To help identify risks to rights, Article 35 of the GDPR requires controllers to carry out a Data Protection Impact individual.

Where customers require additional information from Workday to carry out a DPIA in relation to their use of our enterprise cloud applications, they can rely on the information in application audit reports and certifications. In addition, our -based Customer Audit Program.

Does DPE meet the GDPR requirements for a data processing agreement? quick reference checklist below identifies each of the specific requirements of Article 28 GDPR and matches them against GDPR Requirement Relevant Section in
DPE
Art. 28 (3) Subject-matter and duration of the processing, the nature and purpose of the processing. Sec. 11.1
Art. 28 (3) Type of personal data and categories of data subjects. Sec. 11.1 Art. 28 (3) (a) Processor processes the personal data only on documented instructions from the controller. Sec. 2.2
Art. 28 (3) (b)
Persons authorized to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality.

Sec. 5
Art. 28 (3) (c) Processor has taken all measures required pursuant to Article 32 (Security of Processing). Sec. 7
Art. 28 (3) (d) Processor respects the conditions referred to in paragraph 2 and 4 for engaging another processor. Sec. 3

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Art. 28 (3) (e)
Processor assists the controller by appropriate technical and organizational measures, insofar as this is possible, for the fulfilment of the controller's obligation to respond to requests for exercising the data subject's rights. Sec. 4 Art. 28 (3) (f)
Processor assists the controller in ensuring compliance with the obligations pursuant to Articles 32 to 36.

Article 32 (Security of processing) Sec. 7
Article 33 (Notification of a personal data breach to the supervisory authority) Article 34 (Communication of a personal data breach to the data subject) Sec. 6
Article 35 (Data protection impact assessment)
Article 36 (Prior consultation)
Sec. 11.2
Art. 28 (3) (g) Processor will, at the choice of the controller, delete or return all the personal data to the controller after the end of the provision of services. Sec. 9 Art. 28 (3) (h)
Processor makes available to the controller all information necessary to demonstrate compliance with the obligations laid down in this Article and allow for and contribute to audits, including inspections, conducted by the controller or another auditor mandated by the controller.

Sec. 8

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Corona City CouncilNovember 6, 2024

Corona City Council
November 6, 2024