Exhibit 3 - Vortex Quote and Cooperative Purchase Agreement.pdf

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) Email: [email protected] Website: vortex-intl.com
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) Email: [email protected] Website: vortex-intl.com
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 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.

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.

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) Email: [email protected] Website: vortex-intl.com
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) Email: [email protected] Website: vortex-intl.com
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.

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) Email: [email protected] Website: vortex-intl.com

Victoria Park Splashpad, City of Corona, California
Version A - 39734
Water
moves
us
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.

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

1.877.586.7839 (USA & Canada)
+1.514.694.3868 (International)

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 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 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 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 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 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 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 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 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.

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

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
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

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
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.

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

To request paper copies from National Purchasing Partners To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, you must send us an email to [email protected] and in the body of such request you must state your email address, full name, mailing address, and telephone number. We will bill you for any fees at that time, if any.

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:
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..

Required hardware and software
The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guidesigning-system-requirements.

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.

By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that:
 You can access and read this Electronic Record and Signature Disclosure; and  You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and
 Until or unless you notify National Purchasing Partners as described above, you consent to receive exclusively through electronic means all notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you by National Purchasing Partners during the course of your relationship with National Purchasing Partners.

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 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
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
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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
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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
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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
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Electronic Record and Signature Disclosure

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
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:

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

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

Corona City CouncilNovember 6, 2024

Corona City Council
November 6, 2024