Cudahy City Council
April 4, 2023

AGENDA

A REGULAR MEETING

OF THE CUDAHY CITY COUNCIL
and JOINT MEETING of the
CITY OF CUDAHY AS SUCCESSOR AGENCY and HOUSING SUCCESSOR AGENCY

TO THE CUDAHY DEVELOPMENT COMMISSION
Tuesday, April 4, 2023 – 6:30 P.M.

Written materials distributed to the City Council within 72 hours of the City Council meeting shall be available for public inspection at www.cityofcudahy.com In compliance with the Americans with Disabilities Act (ADA) if you need special assistance to participate in this meeting, you should contact the City Clerk’s Office at (323) 773-5143 at least 72 hours in advance of the meeting.

Rules of Decorum
Under the Government Code, the City Council may regulate disruptive behavior that impedes the City Council Meeting.

Disruptive conduct may include, but is not limited to:
• Screaming or yelling during another audience member’s public comments period; • Profane language directed at individuals in the meeting room; • Throwing objects at other individuals in the meeting room; • Verbal altercations with other individuals in the meeting room; and • Going beyond the allotted three-minute public comment period granted.

When a person’s or group’s conduct disrupts the meeting, the Mayor or presiding officer will request that the person or group stop the disruptive behavior and WARN the person or group that they will be asked to leave the meeting room if the behavior continues.

If the person or group refuses to stop the disruptive behavior, the Mayor or presiding officer may order the person or group to leave the meeting room and may request that those persons be escorted from the meeting room. Any person who, without authority of law, willfully disturbs or breaks up a City Council meeting is guilty of a misdemeanor. (Pen. Code, § 403.)
Daisy Lomelí, Mayor
Jose R. Gonzalez, Vice Mayor
Elizabeth Alcantar, Council Member
Martin U. Fuentes, Council Member
Cynthia Gonzalez, Council Member
This meeting will be conducted in
person, telephonically, and
electronically.

Council Chambers/Bedwell Hall
5240 Santa Ana Street
Cudahy, CA 90201
Teleconference Phone Number:
1 (669) 900-6833
Meeting ID: 833 0019 0880
https://us06web.zoom.us/j/83300190880

City of Cudahy
City Council and Successor Agency
Regular Meeting Agenda
April 4, 2023, at 6:30 P.M.

1. CALL TO ORDER

2. ROLL CALL
Council / Agency Member Gonzalez
Council / Agency Member Fuentes
Council / Agency Member Alcantar
Vice Mayor / Vice Chair Gonzalez
Mayor / Chair Lomelí

3. APPROVAL OF AGENDA

4. PLEDGE OF ALLEGIANCE

5. LAND ACKNOWLEDGMENT
We would like to acknowledge that the land we inhabit today was once known as Tovangaar, the home of the Gabrieleño-Tongva people. We show our respects to the Gabrieleño-Tongva people, as well as all Indigenous people, past, present, and future, and honor their labor as original caretakers of this land. We commit to uplifting the Gabrieleño-Tongva people, invite you to acknowledge the history, and join us in caring for this land.

6. PRESENTATIONS
A. Strategic Plan Update
B. Citizen Recognition Award
C. Annual Update - Administrative Services Department
D. Proclamation – Day of Silence

7. PUBLIC COMMENTS
(Each member of the public may provide a public comment in person, telephonically or electronically.

In person participants must submit one comment card if they wish to address the City Council. Only speakers that submit a comment card within the first 20 minutes of the meeting will be permitted to speak. Remote participants may provide public comment by clicking the hand icon on Zoom or pressing star (*) nine (9) on the telephone, if they wish to address the City Council. Members of the public are permitted to speak for three (3) minutes concerning items under the City Council’s jurisdiction, including items on the council agenda.)
(Any person who, without authority of law, willfully disturbs or breaks up a City Council meeting is guilty of a misdemeanor. (Pen. Code, § 403).)

8. CITY COUNCIL COMMENTS / REQUESTS FOR AGENDA ITEMS (Each Council Member is limited to three minutes.)

City of Cudahy
City Council and Successor Agency
Regular Meeting Agenda
April 4, 2023, at 6:30 P.M.

(This is the time for the City Council / Agency to comment on any topics related to “City Business,” including announcements, reflections on city / regional events, response to public comments, suggested discussion topics for future council meetings, general concerns about particular city matters, questions to the staff, and directives to the staff (subject to approval / consent of the City Council majority members present, regarding staff directives). Each Council / Agency Member will be allowed to speak for a period not to exceed three (3) minutes. Notwithstanding the foregoing, the City Council Members shall not use this comment period for serial discussions or debate between members on City business matters not properly agendized. The City Attorney shall be responsible for regulating this aspect of the proceeding.)

9. CITY MANAGER REPORT (information only)

10. REPORTS REGARDING AD HOC, ADVISORY, STANDING, OR OTHER COMMITTEE

MEETINGS
A. Report Regarding the Rent Control Ad Hoc Committee Meeting and Education Ad Hoc Committee Meeting (page 7)

11. WAIVER OF FULL READING OF RESOLUTIONS AND ORDINANCES (Consideration to waive full text reading of all Resolutions and Ordinances by single motion made at the start of each meeting, subject to the ability of the City Council / Agency to read the full text of selected resolutions and ordinances when the item is addressed by subsequent motion.) (COUNCIL / AGENCY)
Recommendation: Approve the Waiver of Full Reading of Resolutions and Ordinances.

12. CONSENT CALENDAR
(Items under the Consent Calendar are considered routine and will be enacted by one motion, prior to the vote to approve the Consent Calendar, each Council Member shall have a maximum of three (3) minutes to comment on the Consent Calendar as a whole. There will be no separate discussion of these items unless a Council / Agency Member so requests specific item(s) be removed from the Consent Calendar for separate action. Items may only be considered as a separate action if either (1) a Council Member must recuse themselves due to a conflict of interest or (2) a Council Member has specific questions for City Staff. Items called for separate discussion will be heard as the next order of business.) A. Consideration to Review and Approve the Draft Minutes of March 7, 2023, for the Regular Meeting of the City Council and the Joint Meeting of the City of Cudahy as Successor Agency and Housing Successor Agency to the Cudahy Development Commission (page 9) Presented by the City Clerk
Recommendation: The City Council is requested to review and approve the City Council / Successor Agency Draft Minutes for March 7, 2023.

City of Cudahy
City Council and Successor Agency
Regular Meeting Agenda
April 4, 2023, at 6:30 P.M.

13. PUBLIC HEARING – NONE

14. BUSINESS SESSION
A. Consideration to authorize the City Manager to enter into a Memorandum of understanding “MOU” Between the City of Cudahy and Boxing 4 Kids LA (page 23) Presented by the Administrative Services Director
Recommendation: The City Council is recommended to authorize the City Manager to enter into a Memorandum of understanding (“MOU”) between the City of Cudahy and Boxing 4 Kids LA.

B. Consideration to Authorize the City Manager to Execute an Agreement for the Purchase and Installation of Marquee Signs at Clara and Lugo Park (page 35) Presented by the Management Analyst
Recommendation: The City Council is requested to authorize the City Manager to enter into a Cooperative Purchase Agreement with Daktronics to purchase and install two (2) marquee signs at Clara and Lugo Park, for a not to exceed amount of $131,029.26.

C. Discussion and Potential Consideration to Adopt a Proposed Resolution Authorizing the City to Enter Into Five Nationwide Opioids Litigation Settlement Agreements with Walmart, Walgreens, CVS, Teva, and Allergen (page 229)
Presented by the City Attorney
Recommendation: Staff recommends the consideration and approval of Resolution No. 23-17 authorizing the City to enter into five national opioids litigation settlement agreements with Teva, Allergan, CVS, Walgreens, and Walmart, agree to the terms of the related State-Subdivision agreements, and authorize entry into the related State-Subdivision agreements with the Attorney General.

15. COUNCIL DISCUSSION - NONE

16. CLOSED SESSION

City of Cudahy
City Council and Successor Agency
Regular Meeting Agenda
April 4, 2023, at 6:30 P.M.

A. Conference with Legal Counsel - Existing Litigation (Government Code Section 54956.9, subdivision (d)(1) – In Re: National Prescription Opiate Litigation, U.S. District Court, Northern District of Ohio Eastern Division, Case No. 1:17-MD-02804.

B. Closed Session Pursuant to Government Code Section 54956.9(e)(1) – Conference with Legal Counsel to Discuss Matter Involving Potential Litigation – Two Matters

17. CLOSED SESSION ANNOUNCEMENT

18. ADJOURNMENT
I, Richard Iglesias, hereby certify under penalty of perjury under the laws of the State of California that the foregoing agenda was posted on the City’s Website, City Hall, Clara Park, and Lugo Park not less than 72 hours prior to the meeting. A copy of said Agenda is on file in the City Clerk’sOffice.

Dated this 30th day of March 2023
Richard Iglesias
City Clerk

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“Serving The People” "Sirviendo A La Comunidad"
Staff Report
4/4/2023 Page 1 of 1

AD HOC COMMITTEE UPDATES
Date: April 4, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Richard Iglesias, City Clerk
Subject: Ad Hoc Committee Report Out
RENT CONTROL AD HOC COMMITTEE - MAYOR ALCANTAR, VICE MAYOR J. GONZALEZ,

LANDLORD SUSIE DE SANTIAGO, RESIDENTS TEVINA QUINTANA AND IRMA LOPEZ On March 22, 2023, the Rent Control Ad Hoc Committee met and discussed extending the rent increase moratorium, rent stabilization policy maximum rent increase, and exemptions for landlords, presenting to the City Council at an upcoming council meeting regarding items ad hoc agreed to and for Council to provide feedback on unresolved items, and next proposed meeting date for March 29, 2023.

On March 29, 2023, the Rent Control Ad Hoc Committee met and discussed presenting a progress report to the City Council at an upcoming council meeting, went over rent stabilization policies agreed upon, unresolved topics, appeal process, exemptions, at-fault evictions, nofault evictions, relocation assistance, and notice to tenants.

EDUCATION AD HOC COMMITTEE – MAYOR LOMELÍ AND COUNCIL MEMBER C. GONZALEZ On March 23, 2023, the Education Ad Hoc Committee met and discussed the LAUSD Education Compact MOU, and March 28th was proposed as the next meeting date.

On March 28, 2023, the Education Ad Hoc Committee met, reviewed, and revised the LAUSD Education Compact MOU and set April 18th as the date to present a draft to the council for approval at its City Council meeting.

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“Serving the People” "Sirviendo A La Comunidad"
Staff Report
4/4/2023 Page 1 of 2

STAFF REPORT
Date: April 4, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Richard Iglesias, City Clerk
Subject: Consideration to Review and Approve the Draft Minutes of March 7, 2023, for the Regular Meeting of the City Council and the Joint Meeting of the City of Cudahy as Successor Agency and Housing Successor Agency to the Cudahy Development Commission

RECOMMENDATION
The City Council is requested to review and approve the City Council / Successor Agency Draft Minutes for March 7, 2023.

BACKGROUND / ANALYSIS
On December 12, 2016, the City Council of the City of Cudahy adopted Resolution No. 16-38, approving the use of summary action minutes, meant to allow the City Clerk's Office to write the minutes in brief, assuring a record of Council's actions, due to having a recording of the full Council Meeting on the City’s website.

Historically
The Municipal Clerk is one of the oldest professions in government, dating back to 1272 A.D., originating in England. The record keeper then was called Remembrancer, an English official whose job was to remind the Lord Treasurer and Barons of Court, of business pending.

Years later, in the 1600s, when early colonists came to America, the office of the Clerk was one of the first offices to be established. Over the years, the City Clerk’s office has become the core for local government, and the liaison to the residents of the Community. The Municipal Clerk (City Clerk) is the record keeper of a City’s recorded history.

Item Number
12A

“Serving the People” "Sirviendo A La Comunidad"
Staff Report
4/4/2023 Page 2 of 2
William Bennett Munro, a Canadian historian, and political scientist, who taught at Harvard University and the California Institute of Technology, stated in one of his first textbooks written: “No other office in municipal service has so many contacts. It serves the Mayor, the City Council, the City Manager (when there is one), and all administrative departments, without exception. All of them call upon it, almost daily, for some service or information. Its work is not spectacular, but it demands versatility, alertness, accuracy, and no end of patience.

The public does not realize how many loose ends of city administration this office pulls together.”
Moving forward to the present time, the City Clerk’s office today is generally responsible for keeping a record of City Council meetings; agreements; recordings of official documents; legal advertisements; municipal elections; commissions and committees current files; claims against the city; and other legal or official documents.

City Clerks are required to keep record of the proceedings (minutes) of Council meetings (Government Code Sections 36814 and 40801). Minutes are the official record of a meeting which provides a history of the Council’s decisions and actions.

CONCLUSION
City Council is requested to approve the attached City Council / Agency Draft Minutes of the proceedings of March 7, 2023.

FINANCIAL IMPACT
No Financial Impact.

ATTACHMENT
A. March 7, 2023
B. Resolution No. 16-38, approving the City Clerk’s use of Summary Action Minutes as the Official Record of the City Council proceedings.

City Council/Successor Agency Minutes of 3/7/2023 Page 1 of 10

MINUTES
CUDAHY CITY COUNCIL REGULAR MEETING and
CITY OF CUDAHY AS SUCCESSOR AGENCY and

HOUSING SUCCESSOR AGENCY TO THE CUDAHY

DEVELOPMENT COMMISSION JOINT MEETING
March 7, 2023 6:30 P.M.

1. CALL TO ORDER
Mayor / Chair Lomelí called the meeting to order at 6:31 p.m.

2. ROLL CALL
PRESENT: Council / Agency Member Cynthia Gonzalez
Council / Agency Member Martin Fuentes
Council / Agency Member Elizabeth Alcantar
Vice Mayor / Vice Chair Jose R. Gonzalez
Mayor / Chair Daisy Lomelí
ABSENT: None
ALSO PRESENT: City Manager, Alfonso Noyola, City Attorney, Stephanie Arechiga, City Clerk, Richard Iglesias, Assistant City Clerk, Estefania Zamora, Finance Director, Joshua Calhoun, Administrative Services Director, Brenda Rodriguez, Community Development Director, Juan Arauz, Public Works Director, Aaron Hernandez, Management Analyst, Andres Rangel, Executive Assistant, Janet Andrade. Administrative Analyst, David Reyes, Senior Planner, Cecilia Madrigal-Gonzalez, and Senior Accountant, Charles Ortiz

3. PLEDGE OF ALLEGIANCE
The Pledge of Allegiance was led by Council Member Fuentes.

4. LAND ACKNOWLEDGEMENT
The Land Acknowledgment was led by Council Member Alcantar.

We would like to acknowledge that the land we inhabit today was once known as Tovangaar, the home of the Gabrieleño-Tongva people. We show our respects to the Gabrieleño-Tongva people, as well as all Indigenous people, past, present, and future, and honor their labor as original caretakers of this land. We commit to uplifting the Gabrieleño-Tongva people, invite you to acknowledge the history, and join us in caring for this land.

Attachment A Page 11 of 402
City Council/Successor Agency Minutes of 3/7/2023 Page 2 of 10

5. PRESENTATIONS
A. Presentation on Monthly Recognition Program
B. City Clerk’s Department Annual Update

6. CLOSED SESSION PUBLIC COMMENTS – NONE
At 6:47 p.m., City Attorney, Stephanie Arechiga recessed to closed session.

7. CLOSED SESSION
A. Closed Session Pursuant to Government Code Section 54957 – Public Employee Performance Evaluation
Title of Employee: City Manager

Closed Session Pursuant to Government Code Section 54957.6 – Conference with Labor Negotiator
City’s Designated Representative: Stephanie Arechiga, City Attorney Unrepresented Employee: City Manager
B. Closed Session Pursuant to Government Code Section 54956.9(e)(1) – Conference with Legal Counsel to Discuss Matter Involving Potential Litigation – One Matter
At 7:34 p.m., Mayor Lomelí reconvened to open session.

8. CLOSED SESSION ANNOUNCEMENT
City Attorney Stephanie Arechiga announced for item 7A, she acted as City’s designated representative and unrepresented employee was the City Manager, all council members were present for item 7A, direction was received, council granted the City Manager a 6.5 percent dollar increase for a total of $236,123.28, the agreement will go before the council under item 16F and for item 7B, there was no reportable action.

9. PUBLIC COMMENTS
Claudia Benites commented supporting rent control in the City of Cudahy, fair cause, protection for tenants, wanting to be informed of their rights in the City, commented that landlord mentioned they would raise the rent once the ordinance expires, stating having no support from anyone.

Veronica Cervantes asked the Council to extend the rent increase moratorium for a fair cause and rent control in the City of Cudahy; mentioned their rent was increased twice

City Council/Successor Agency Minutes of 3/7/2023 Page 3 of 10 this year, and was warned that once the moratorium expired, the rent would be increased to the max, stated tenants feel they have no protection, they do not make enough and asked the council to act fast.

Brenda Garcia commented on the annual parking permit in the city being too high for those that make minimum wage, stated in Maywood parking permits are 10 dollars a year, and where she currently lives there is never parking, stated she just purchased the parking permit on March 6th for 90 dollars and needs to pay another 90 dollars in 3 months, asked the council if this can be changed beginning from the date paid.

East Yard Communities for Environmental Justice mentioned she is a community organizer, had the opportunity to support the Cudahy community with illegal rent increases, harassment, and other issues, and expressed concern about the rent increase moratorium expiring on April 17, 2023.

Irma Lopez asked the City Council to extend the rent increase moratorium to avoid possible problems and abuse from landlords towards tenants and say yes to rent control.

Maria Guillen mentioned she has 29 years living in Cudahy, supports and asked the Council for help with the rent increase moratorium because it is an injustice for everyone who is the minority, also commented on there being no parking and people not parking correctly, asked for vehicles be cited.

Susie de Santiago asked to be notified if there will be street light outages due to it being dark and she asked for support regarding the required fees for Cudahy Youth Foundation (CYF) to have fireworks stand this year.

10. CITY COUNCIL COMMENTS / REQUESTS FOR AGENDA ITEMS
Council Member Fuentes introduced himself, mentioned he participated in an outing with the City to see the Clippers and encouraged everyone to participate in City events, commented on attending Congressman Robert Garcia's swearing-in ceremony and meeting with him at City Hall, recognized March 8 as International Women's Day, asked for an agenda item for discussion regarding a civic center.

Council Member C. Gonzalez mentioned how nice it is to be back in person and see many attendees present, asked for more information regarding parking regulations due to the public comment earlier, stated she is happy to see how we will be working on cleanliness in the City, asked for a running list of agreements, mentioned her attendance at SELA Collaborative and will be visiting a Tech Center, asked about future commissions appointments to other commissions and when they will happen or be agendized.

Council Member Alcantar expressed her excitement to be back in person and to have people present talking about one issue, mentioned being a renter with an abusive landlord, which is similar to the stories said, and would like to meet to see how all can

City Council/Successor Agency Minutes of 3/7/2023 Page 4 of 10 align to push further with the Rent Control Ad Hoc Committee, commented meeting with Congressman Garcia, there being a vote with AQMD having Councilmember Solache with City of Lynwood now representing us in that board, attended Bell State of the City, staff met with Gateway COG to talk about the 710 where we can be better aligned, lastly, announce that she will be in DC talking with Local Progress.

Vice Mayor J. Gonzalez commented it is great to be in person, would like to see the parking fee amortized, rent control being a priority, asked staff to look into the possibility of doing a parking study, wants to see sting operations related to the thefts of catalytic converters, also wants a special projects budget that Council can work on, mentioned adult sports taking place, would love to see the schedule of summer concert series, contracts, where the Tech Center is at, invited Councilmembers to NALEO and Contract Cities, lastly recognized Janice Hahn.

Council Member Alcantar asked to add Tech Advisory Ad Hoc and CYF fee waiver items to the next meeting for discussion.

Mayor Lomelí thanked everyone for attending, invited everyone to join the walking group, mentioned meeting with Congressman Garcia and staff to coordinate a meeting with the librarian, commented on participating in the SELA meeting, Bell State of the City, and asked for a proclamation or a resolution to honor International Day of Visibility and thanked the staff for Visionary Leaders program.

Council Member Fuentes acknowledged David Reyes from staff for doing a great job with the City's social media and encouraged residents and neighbors to follow the City.

11. CITY MANAGER REPORT (information only)

12. REPORTS REGARDING AD HOC, ADVISORY, STANDING OR OTHER

COMMITTEE MEETINGS
A. Report Regarding the Rent Control Ad Hoc Committee Meeting, Economic Development Ad Hoc Committee Meeting, and Education Ad Hoc Committee Meeting
Rent Control Ad Hoc Committee Meeting
Council Member Alcantar reported on behalf of the Rent Control Ad Hoc Committee that it discussed max percent rent increase for 12 months, the next meeting date, mentioned the rent increase freeze ends April 17, 2023, committee meeting before then, and could potentially propose to Council to extend the freeze, having three residents who are members of the Ad Hoc Committee.

Vice Mayor J. Gonzalez reported on behalf of the Rent Control Ad Hoc Committee that the conversations have been fruitful and progressing and thanked everyone for participating.

City Council/Successor Agency Minutes of 3/7/2023 Page 5 of 10 Economic Development Ad Hoc Committee Meeting
Vice Mayor J. Gonzalez reported on behalf of the Economic Development Ad Hoc Committee that they had fruitful discussions, sprouts opening soon, and Starbucks, mentioned accountability with cannabis operators, thanked the team, and stated most issues had been resolved regarding temporary occupancy.

Council Member Alcantar reported on behalf of the Economic Development Ad Hoc Committee that there are serval opportunities and challenges South end of the City Atlantic and Patata with our properties and South Gates's.

Education Ad Hoc Committee Meeting
Council Member C. Gonzalez reported on behalf of the Education Ad Hoc Committee Meeting that there is an item on the agenda item 16H.

13. WAIVER OF FULL READING OF RESOLUTIONS AND ORDINANCES Motion: Vice Mayor J. Gonzalez motioned to waive full reading of resolutions and ordinances, seconded by Council Member Fuentes. Motion passed 5-0 by the following roll call vote:

AYES: C. Gonzalez, Fuentes, Alcantar, J. Gonzalez and Lomelí NOES: None
ABSENT: None
ABSTAIN: None

14. CONSENT CALENDAR
A. Adoption by Second Reading of Ordinance No. 732 Amending Section 2.16.020 (Director of Finance) of Chapter 2.16 (Director of Finance) and Section 2.24.010 (City Treasurer) of Chapter 2.24 (City Treasurer) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code
Presented by the City Attorney
Recommendation: The City Council is requested to adopt by second reading Ordinance No. 732, Amending Section 2.16.020 (Director of Finance) of Chapter 2.16 (Director of Finance) and Section 2.24.010 (City Treasurer) of Chapter 2.24 (City Treasurer) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code.

B. Consideration to Review and Approve the Draft Minutes of February 21, 2023, for the Regular Meeting of the City Council and the Joint Meeting of the City of Cudahy as Successor Agency and Housing Successor Agency to the Cudahy Development Commission

City Council/Successor Agency Minutes of 3/7/2023 Page 6 of 10 Presented by the City Clerk
Recommendation: The City Council is requested to review and approve the City Council / Successor Agency Draft Minutes for February 21, 2023.

Motion: Vice Mayor J. Gonzalez motioned to approve Consent Calendar items, seconded by Council Member Alcantar. Motion passed 5-0 by the following roll call vote:

AYES: C. Gonzalez, Fuentes, Alcantar, J. Gonzalez and Lomelí NOES: None
ABSENT: None
ABSTAIN: None

15. PUBLIC HEARING – NONE

16. BUSINESS SESSION
A. Adoption of a Proposed Resolution Superseding and Repealing Resolution No. 22- 78, and adopting separate Personnel Rules and Regulations, Fringe Benefit Plan and Salary Plan
Presented by the Human Resources Manager
Recommendation: The City Council is requested to approve the proposed Resolution No. 23-08, repealing the fringe benefits and salary plan, and then approving the proposed three resolutions: Resolutions No. 23-09; Resolutions No. 23-10; Resolutions No. 23-11, which create separate Personnel Rules and Regulations, Fringe Benefit Plan and Salary Plan resolutions.

Motion: Vice Mayor J. Gonzalez motioned to approve the proposed Resolution No. 23- 08, repealing the fringe benefits and salary plan, and approving the proposed three resolutions: Resolutions No. 23-09; Resolutions No. 23-10; Resolutions No. 23-11, which create separate Personnel Rules and Regulations, Fringe Benefit Plan and Salary Plan resolutions, seconded by Council Member Fuentes. Motion passed 5-0 by the following roll call vote:

AYES: C. Gonzalez, Fuentes, Alcantar, J. Gonzalez and Lomelí NOES: None
ABSENT: None
ABSTAIN: None
B. Adoption of a Proposed Resolution No. 23-12, Amending the Standard Order of Business for all City Council Meetings
Presented by the City Attorney

City Council/Successor Agency Minutes of 3/7/2023 Page 7 of 10 Recommendation: The City Council is requested to adopt a proposed Resolution No. 23-12, amending the Standard Order of Business for all City Council meetings.

Motion: Mayor Lomelí motioned to adopt a proposed Resolution No. 23-12, amending the Standard Order of Business for all City Council meetings, seconded by Council Member C. Gonzalez. Motion passed 5-0 by the following roll call vote:

AYES: C. Gonzalez, Fuentes, Alcantar, J. Gonzalez and Lomelí NOES: None
ABSENT: None
ABSTAIN: None
C. Adoption by First Reading of Ordinance No. 733 Amending Section 20.84.260 (Allowed Temporary Uses) of Part 4 (Temporary Use Permits) of Chapter 20.84 (Permit Procedures) of Title 20 (Zoning) of the Cudahy Municipal Code Presented by the Community Development Director
Recommendation: The City Council is requested to adopt by first reading Ordinance No. 733, Amending Section 20.84.260 (Allowed Temporary Uses) of Part 4 (Temporary Use Permits) of Chapter 20.84 (Permit Procedures) of Title 20 (Zoning) of the Cudahy Municipal Code.

Motion: Council Member Alcantar motioned to adopt by first reading Ordinance No. 733, Amending Section 20.84.260 (Allowed Temporary Uses) of Part 4 (Temporary Use Permits) of Chapter 20.84 (Permit Procedures) of Title 20 (Zoning) of the Cudahy Municipal Code, adding the following language to the Ordinance Upon adoption of Ordinance, City staff shall meet with organizations and businesses who hold events in the City, to outline relevant provisions of the Ordinance, seconded by Vice Mayor J.

Gonzalez. Motion passed 5-0 by the following roll call vote:

AYES: C. Gonzalez, Fuentes, Alcantar, J. Gonzalez and Lomelí NOES: None
ABSENT: None
ABSTAIN: None
D. Approval of Professional Services Agreement for Planning Services for the Vacant and Underutilized Lot Inventory
Presented by the Management Analyst
Recommendation: City Council is requested to award a Professional Services Agreement (PSA) to Placeworks for Planning Services for the Vacant and Underutilized Lot Inventory in the amount not-to-exceed $231,706.

City Council/Successor Agency Minutes of 3/7/2023 Page 8 of 10 Motion: Council Member Alcantar motioned to award a Professional Services Agreement (PSA) to Placeworks for Planning Services for the Vacant and Underutilized Lot Inventory in the amount not-to-exceed $231,706, seconded by Vice Mayor J. Gonzalez. Motion passed 5-0 by the following roll call vote:

AYES: C. Gonzalez, Fuentes, Alcantar, J. Gonzalez and Lomelí NOES: None
ABSENT: None
ABSTAIN: None
E. Approval of Professional Services Agreement between the City of Cudahy and Enso Law for Cannabis Retail Regulation Consulting Services
Presented by the Community Development Director
Recommendation: The City Council is requested to approve a Professional Services Agreement between the City of Cudahy and Enso Law for Cannabis Retail Regulation Consulting Services.

Motion: Council Member Fuentes motioned to approve a Professional Services Agreement between the City of Cudahy and Enso Law for Cannabis Retail Regulation Consulting Services, seconded by Vice Mayor J. Gonzalez. Motion passed 5-0 by the following roll call vote:

AYES: C. Gonzalez, Fuentes, Alcantar, J. Gonzalez and Lomelí NOES: None
ABSENT: None
ABSTAIN: None
F. Approval of First Amendment to City Manager Employment Agreement Between the City of Cudahy and Alfonso M. Noyola
Presented by the City Attorney
Recommendation: The City Council is requested to approve a First Amendment to the City Manager Employment Agreement with the City of Cudahy (“City”).

Motion: Council Member Alcantar motioned to approve a First Amendment to the City Manager Employment Agreement with the City of Cudahy, seconded by Vice Mayor J.

Gonzalez. Motion passed 5-0 by the following roll call vote:

AYES: C. Gonzalez, Fuentes, Alcantar, J. Gonzalez and Lomelí NOES: None
ABSENT: None
ABSTAIN: None

City Council/Successor Agency Minutes of 3/7/2023 Page 9 of 10 G. Adoption by First Reading of Ordinance No. 734 Repealing Chapter 2.56 (PostGovernment Employment Restrictions) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code
Presented by the City Attorney
Recommendation: The City Council is requested to adopt by first reading Ordinance No. 734, Repealing Chapter 2.56 (Post-Government Employment Restrictions) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code.

Motion: Vice Mayor J. Gonzalez motioned to adopt by first reading Ordinance No. 734, Repealing Chapter 2.56 (Post-Government Employment Restrictions) of Title 2 (Administration and Personnel) of the Cudahy Municipal Code, seconded by Council Member Fuentes. Motion passed 5-0 by the following roll call vote:

AYES: C. Gonzalez, Fuentes, Alcantar, J. Gonzalez and Lomelí NOES: None
ABSENT: None
ABSTAIN: None
H. Education Ad Hoc Committee
Presented by the Administrative Services Director
Recommendation: The City Council is requested to:

1. Approve the amendment of the objective focus for the Education Ad Hoc Committee.

2. Recommend Mayor Lomelí and Councilwoman Gonzalez continue on the Education Ad Hoc Committee under the amended focus, or appoint new council members to the committee.

Motion: Vice Mayor J. Gonzalez motioned to approve the amendment of the objective focus for the Education Ad Hoc Committee, and recommend Mayor Lomelí and Councilwoman Gonzalez continue on the Education Ad Hoc Committee under the amended focus seconded by Council Member Alcantar. Motion passed 5-0 by the following roll call vote:

AYES: C. Gonzalez, Fuentes, Alcantar, J. Gonzalez and Lomelí NOES: None
ABSENT: None
ABSTAIN: None
I. Receive and File of a Communications Plan Presentation Presented by the Management Analyst

City Council/Successor Agency Minutes of 3/7/2023 Page 10 of 10 Recommendation: The City Council is requested to receive and file a Communications Update Presentation.

NO MOTION – PRESENTATION ONLY
J. Cudahy Citywide Cleanliness and 2023 Clean-Up Day Events Presented by the Public Works Director
Recommendation: The City Council is requested to receive and file the report and provide direction.

NO MOTION – PRESENTATION ONLY

17. COUNCIL DISCUSSION – NONE

18. ADJOURNMENT
Vice Mayor J. Gonzalez motioned to adjourn the City Council / Agency meeting at 10:23 p.m., seconded by Council Member Fuentes. Motion passed 5-0 by the following roll call vote:

AYES: C. Gonzalez, Fuentes, Alcantar, J. Gonzalez and Lomelí NOES: None
ABSENT: None
ABSTAIN: None

Daisy Lomelí
Mayor
ATTEST:

Richard Iglesias
City Clerk

Attachment
B

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
4/4/2023 Page 1 of 2

STAFF REPORT
Date: April 4, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Brenda Rodriguez, Administrative Services Director
Subject: Consideration to authorize the City Manager to enter into a Memorandum of understanding “MOU” Between the City of Cudahy and Boxing 4 Kids LA

RECOMMENDATION
The City Council is recommended to authorize the City Manager to enter into a Memorandum of understanding (“MOU”) between the City of Cudahy and Boxing 4 Kids LA.

BACKGROUND
Boxing 4 Kids LA has been an accredited boxing non-profit organization since 2018. In August of 2018, Boxing 4 Kids LA began providing a boxing program in Cudahy. Services offered by Boxing 4 Kids LA are provided as contractor services. Boxing 4 Kids LA currently has 35 participants of which 80% are City of Cudahy residents. In 2022, through the strategic plan, direction was given to explore new programs and help current programs expand.

ANALYSIS
The Cudahy Boxing Program (“Boxing Program”) is currently run by Boxing 4 Kids LA, the Boxing Program is held at the Lugo Fitness Center at Lugo Park (“Fitness Center”), this is currently a contracted service. Boxing 4 Kids LA is subject to facility hours and limited use of the Fitness Center. Additionally, participants from the Boxing Program are unable to use the weight room of the Fitness Center unless each participant pays separately.

Boxing 4 Kids LA and the City held a series of meetings detailing a variety of options to enter into a partnership. Boxing 4 Kids LA and the City agreed to jointly staff the Fitness Center for the purpose of expanding the Boxing Program. Participants in the Boxing Program will be allowed to use the weight room. Boxing 4 Kids LA will staff and manage the day-to-day Item Number
14A

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Staff Report
4/4/2023 Page 2 of 2

operations of the Fitness Center. Proceeds from the Boxing Program and Fitness Center will go to Boxing 4 Kids LA.

If approved, the MOU would begin with a quarterly trial from April 2023 through June 2023, after which both parties may extend the agreement for one (1) year term with an option for two (2) one (1) year extensions.

CONCLUSION
Cudahy Strategic Plan 2022 -2026 Goal A states the City would like to provide community services, programs and activities for all ages. This is done not only by bringing new programs to the City, but also to help current programs expand their services. By entering into this MOU with Boxing 4 Kids LA, the City would be helping a widely sought out program expand and improve its services to the residents.

Staff recommends the City Council authorize the City Manager to enter into an MOU between the City of Cudahy and Boxing 4 Kids LA.

FINANCIAL IMPACT
The expected Fitness Center revenue for Fiscal year 2023-24 is $6,000. This revenue would no longer go to the City and would be collected by Boxing 4 Kids LA The expected Boxing program revenue for the city for Fiscal year 2023-24 is $2,400. This revenue would no longer go to the city and would be collected by Boxing 4 Kids LA.

The City would not be using a staff member at the facility. A staff member is designated to the Fitness Center 34 hours per week. The cost of staffing the Fitness Center annually is approximately $31,824 per year. See the attached Financial Revenues and Expenses Calculations attachement.

STRATEGIC PLAN CORRELATION
Goal A: Community Services, Programs and Activities for All Ages

ATTACHMENTS
A. Memorandum of Understanding
B. Financial Revenues and Expenses Calculations

MEMORANDUM OF UNDERSTANDING
Between
Boxing 4 Kids LA
and
City of Cudahy, California
This Memorandum of Understanding (“MOU”) is made and entered into on this 17th day of April, 2023 (hereinafter, the “Effective Date”) by and between the City of Cudahy, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 5220 Santa Ana St., Cudahy, CA 90201 ("City") and Boxing 4 Kids LA, a nonprofit with its principal place of business at 4336 Hartle Avenue, Cudahy, CA 90201 (“Boxing 4 Kids LA”). City and Boxing 4 Kids LA are sometimes individually referred to herein as "Party" and collectively as "Parties." I. PURPOSE & SCOPE
The purpose of this MOU is to provide the mutual and preliminary understandings of the parties as they relate to the provision of boxing instruction and coaching class program (“Boxing Program”) within the City.

This MOU is intended to establish a partnership between Boxing 4 Kids LA and the City for the purpose of establishing a Boxing Program in the City, including staffing the City’s Fitness Center with Boxing 4 Kids LA staff.

II. BACKGROUND
A Boxing program is currently run by Boxing 4 Kids LA acting as a contractor and providing boxing classes to kids, subject to facility hours.

Currently, Boxing 4 Kids LA is unable to use City owned facilities unless each participant pays separately. Boxing 4 Kids LA and the City agree to jointly staff the Lugo Fitness Center (“Fitness Center”) for the purpose of creating a Boxing Program.

III. RESPONSIBILITIES UNDER THIS MOU

REPSONSIBILITIES OF THE PARTIES
• Boxing 4 Kids LA shall:
o Provide staffing for the Lugo Fitness Center including but not limited to monitoring the front counter, including registering individuals using the Fitness Center.
o Ensure that the Fitness Center is properly staffed during its normal operating business hours of Monday – Friday 4:00 p.m.- 9:00p.m. and Saturday 12:00pm -4:00p.m. Hours of
Attachment A Page 25 of 402
operation may be changed with written approval from both parties.
• The City shall provide access to the Fitness Center, to all members enrolled in the boxing program through Boxing 4 Kids LA, and ensure the maintenance of the Fitness Center.
• Boxing 4 Kids LA will keep any proceeds made from its boxing program. Boxing 4 Kids LA will keep any proceeds from memberships to the Fitness Center. Fitness Center fees are set by Resolution No. 22-20. Fitness Center membership fees will be review by both parties on an annual basis. Requests to amend fees will include a financial study and be taken to the council for approval.

IV. TERM
The term of this agreement shall commence on April 17, 2023, and shall remain in effect until June 30. After which both parties may extend the agreement for one (1) year term with two (2) one (1) year options.

V. IT IS MUTUALLY UNDERSTOOD AND AGREED BETWEEN THE PARTIES THAT:
• Boxing 4 Kids LA shall staff the Lugo Park Fitness Center during normal operating hours.
• Boxing 4 Kids LA shall provide certified coaches and instructors to operate its Boxing Program at the Fitness Center.
• All coaches and instructors staffed at the Fitness Center shall complete a Live Scan through the City at Boxing 4 Kids LA’s expense/ • The City shall provide Boxing 4 Kids LA, access to the Fitness Center to operate the facility during normal business hours, free of charge. • Boxing Program proceeds will belong to Boxing 4 Kids LA. • The Parties will meet on a quarterly basis to assess the partnership and address any concerns.

VI. INSURANCE
DUTY TO PROCURE AND MAINTAIN INSURANCE: Prior to the beginning of and throughout the duration of the Work, CONSULTANT will procure and maintain policies of insurance that meet the requirements and specifications set forth under this Article.

CONSULTANT will procure and maintain the following insurance coverage, at its own expense:

Commercial General Liability Insurance: CONSULTANT will procure and maintain Commercial General Liability Insurance (“CGL Coverage”) as broad as Insurance Services Office Commercial General Liability coverage (occurrence Form CG 0001) or its equivalent. Such CGL Coverage will have minimum limits of no less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the general aggregate for bodily injury, personal injury, property damage, operations, products and completed operations, and contractual liability.

Automobile Liability Insurance: CONSULTANT will procure and maintain Automobile Liability Insurance as broad as Insurance Services Office Form Number CA 0001 covering Automobile Liability, Code 1 (any auto). Such Automobile Liability Insurance will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per accident for bodily injury and property damage.

Workers’ Compensation Insurance/ Employer’s Liability Insurance: A policy of workers’ compensation insurance in such amount as will fully comply with the laws of the State of California and which will indemnify, insure and provide legal defense for both CONSULTANT and CITY against any loss, claim or damage arising from any injuries or occupational diseases occurring to any worker employed by or any persons retained by CONSULTANT in the course of carrying out the Work contemplated in this Agreement.

Errors & Omissions Insurance: For the full term of this Agreement and for a period of three (3) years thereafter, CONSULTANT will procure and maintain Errors and

Omissions Liability Insurance appropriate to CONSULTANT’s profession. Such coverage will have minimum limits of no less than Two Million Dollars ($2,000,000.00) per claim.

Sexual Misconduct Insurance. Contractor will provide coverage for sexual abuse and molestation which covers bodily injury, emotional distress or mental anguish related to any claim, cause of action or liability associated with child molestation or sexual abuse, with limits no less than $3,000,000.00 per wrongful act and $3,000,000.00 aggregate.

ADDITIONAL INSURED REQUIREMENTS: The CGL Coverage and the Automobile Liability Insurance will contain an endorsement naming the CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers as additional insureds.

REQUIRED CARRIER RATING: All varieties of insurance required under this Agreement will be procured from insurers admitted in the State of California and authorized to issue policies directly to California insureds. Except as otherwise provided elsewhere under this Article, all required insurance will be procured from insurers who, according to the latest edition of the Best’s Insurance Guide, have an A.M. Best’s rating of no less than A:VII.

CITY may also accept policies procured by insurance carriers with a Standard & Poor’s rating of no less than BBB according to the latest published edition of the Standard & Poor’s rating guide. As to Workers’ Compensation Insurance/Employer’s Liability Insurance, the CITY Representative is authorized to authorize lower ratings than those set forth in this Section.

PRIMACY OF CONSULTANT’S INSURANCE: All policies of insurance provided by CONSULTANT will be primary to any coverage available to CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers. Any insurance or selfinsurance maintained by CITY or CITY’s elected or appointed officials, officers, employees, agents or volunteers will be in excess of CONSULTANT’s insurance and will not contribute with it.

WAIVER OF SUBROGATION: All insurance coverage provided pursuant to this Agreement will not prohibit CONSULTANT or CONSULTANT’s officers, employees, agents, subcontractors or subconsultants from waiving the right of subrogation prior to a loss. CONSULTANT hereby waives all rights of subrogation against CITY, its officials, officers, employees, agents and volunteers.

VERIFICATION OF COVERAGE: CONSULTANT acknowledges, understands and agrees, that CITY’s ability to verify the procurement and maintenance of the insurance required under this Article is critical to safeguarding CITY’s financial well-being and, indirectly, the collective well-being of the residents of the CITY. Accordingly, CONSULTANT warrants, represents and agrees that it will furnish CITY with original certificates of insurance and endorsements evidencing the coverage required under this Article on forms satisfactory to CITY in its sole and absolute discretion. The certificates of insurance and endorsements for each insurance policy will be signed by a person authorized by that insurer to bind coverage on its behalf, and will be on forms provided by the CITY if requested. All certificates of insurance and endorsements will be received and approved by CITY as a condition precedent to CONSULTANT’s commencement of any Work or any of the Work. Upon CITY’s written

request, CONSULTANT will also provide CITY with certified copies of all required insurance policies and endorsements.

CONSULTANT shall obtain and furnish to CITY a professional liability insurance policy covering the work to be performed hereunder. The policy shall provide coverage for CONSULTANT’s professional liability in an amount not less than One Million Dollars ($1,000,000) per occurrence and in the aggregate. The above-mentioned insurance shall not contain a self-insured retention, deductible, or any other similar form of limitation on the required coverage except with the express written consent of CITY. A claims-made policy shall be acceptable if the policy further provides that; (i) the policy restrictive date coincides with or precedes the initiation of the Scope of Work (including subsequent policies purchased as renewals or replacements); and (ii) CONSULTANT shall notify the CITY of circumstances or incidents that might give rise to future claims. If insurance is terminated for any reason, CONSULTANT agrees to purchase an extended reporting provision of at least two (2) years to report claims arising from Work performed in connection with this Agreement.

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

SPECIAL RISKS OR CIRCUMSTANCES. City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

VII. INDEMNIFICATION
The Parties agree that CITY and CITY’s elected and appointed officials, officers, employees, agents and volunteers (hereinafter, the “CITY Indemnitees”) should, to the fullest extent permitted by law, be protected from any and all loss, injury, damage, claim, lawsuit, cost, expense, attorneys’ fees, litigation costs, or any other cost arising out of or in any way related to the performance of this Agreement. Accordingly, the provisions of this indemnity provision are intended by the Parties to be interpreted and construed to provide the CITY Indemnitees with the fullest protection possible under the law.

CONSULTANT acknowledges that CITY would not enter into this Agreement in the absence of CONSULTANT’s commitment to indemnify, defend and protect CITY as set forth herein 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 not be restricted to insurance proceeds, if any, received by the CITY, its officials, officers, employees, agents or volunteers.

To the fullest extent permitted by law, CONSULTANT shall indemnify, hold harmless and defend the CITY Indemnitees from and against all liability, loss, damage, expense, cost (including without limitation reasonable attorneys’ fees, expert fees and all other costs, and fees of litigation) of every nature arising out of or in connection with CONSULTANT’s

performance of work hereunder or its failure to comply with any of its obligations contained in this Agreement, except such loss or damage which is caused by the sole negligence or willful misconduct of the CITY.

CITY shall have the right to offset against the amount of any compensation due to CONSULTANT under this Agreement, any amount due to CITY from CONSULTANT as a result of CONSULTANT’s failure to either pay CITY promptly for any costs associated with CONSULTANT’s obligations to indemnify the CITY Indemnitees under this Article, or related to CONSULTANT’s failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers’ compensation laws.

The obligations of CONSULTANT under this Article will not be limited by the provisions of any workers’ compensation act or similar act. CONSULTANT expressly waives its statutory immunity under such statutes or laws as to CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers.

CONSULTANT agrees to obtain executed indemnity agreements with provisions identical to those set forth herein this Article from each and every subcontractor or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement. In the event CONSULTANT fails to obtain such indemnity obligations from others as required herein, CONSULTANT agrees to be fully responsible and indemnify, hold harmless and defend CITY and CITY’s elected and appointed officials, officers, employees, agents, and volunteers from and against any and all claims and losses, costs or expenses for any damage due to death or injury to any person and injury to any property resulting from any alleged intentional, reckless, negligent, or otherwise wrongful acts, errors or omissions of CONSULTANT’s subcontractors or any other person or entity involved by, for, with or on behalf of CONSULTANT in the performance of this Agreement.

Such costs and expenses shall include reasonable attorneys’ fees incurred by counsel of CITY’s choice.

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

This Article and all provisions contained herein (including but not limited to the duty to indemnify, defend, and hold free and harmless) shall survive the termination or normal expiration of this Agreement and is in addition to any other rights or remedies which the CITY may have at law or in equity.

VIII. TERMINATION
TERMINATION WITHOUT CAUSE: CITY may immediately terminate this Agreement at any time for convenience and without cause by giving prior written notice of CITY’s intent to terminate this Agreement which notice shall specify the effective date of such termination. Upon such termination for convenience, CONSULTANT will be compensated only for those services and tasks which have been performed by CONSULTANT up to the effective date of the termination. CONSULTANT may not terminate this Agreement except for cause as provided under Section 5.2, below. If this Agreement is terminated as

provided herein, CITY may require CONSULTANT to provide all finished or unfinished Documents and Data, as defined in section 6.1 below, and other information of any kind prepared by CONSULTANT in connection with the performance of the Work.

CONSULTANT will be required to provide such Documents and Data within fifteen (15) calendar days of CITY’s written request. No actual or asserted breach of this Agreement on the part of CITY pursuant to Section 5.2, below, will operate to prohibit or otherwise restrict CITY’s ability to terminate this Agreement for convenience as provided under this Section.

IX. EFFECTIVE DATE AND SIGNATURE
This MOU shall have a term commencing from the Effective Date and will terminate one year from the Effective Date. The term can be extended only by agreement of all the parties and shall be subject to approval from the Cudahy City Council. By signing below, the City confirms that this MOU has been approved by the Cudahy City Council and the [City Manager of Cudahy] is hereby authorized to enter into this MOU.
[Remainder of page intentionally left blank; signature page follows]

IN WITNESS HEREOF, the parties hereto have caused the MOU to be executed on the day and year first appearing in this Agreement, above.

Boxing 4 Kids LA [City of Cudahy, California]
BY: ____________________________ BY:
________________________________
TITLE: __________________________ TITLE:
________________________________
DATE: __________________________ DATE:
________________________________

Total Hours Open
Mon - Fri 4pm - 10pm 30
Saturday 12- 4pm 4
Total Hours per week 34
Total Hours per year 1768
Pay per hour of staff member $ 18.00
Cost per year of staff member $ 31,824
Estimated 23-24 Percentage of Revenue for City Estimated City Revenue 23-24 Fitness center $ 6,000.00 100% $ 6,000
Boxing for kids LA $ 24,000.00 10% $ 2,400
Total Expexted revenue for 2023-24 $ 8,400
Loss of revenue $ 8,400.00
Savings in staff time $ 31,824.00
Net Savings $ 23,424.00
Current Schedule
Cudahy Revenues
Attachment B Page 33 of 402
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“Serving The People” "Sirviendo A La Comunidad"
Staff Report
4/4/2023 Page 1 of 3

STAFF REPORT
Date: April 4, 2023
To: Honorable Mayor/Chair and City Council/Agency Members From: Alfonso Noyola, City Manager/Executive Director
By: Andres Rangel, Management Analyst
Subject: Consideration to Authorize the City Manager to Execute an Agreement for the Purchase and Installation of Marquee Signs at Clara and Lugo Park

RECOMMENDATION
The City Council is requested to authorize the City Manager to enter into a Cooperative Purchase Agreement with Daktronics to purchase and install two (2) marquee signs at Clara and Lugo Park, for a not to exceed amount of $131,029.26.

BACKGROUND

1. On November 15,2022 the City Council approved Resolution No. 22-64. Approving CDBG Substantial Amendment No. 1. The substantial amendment included establishing the Clara & Lugo Park Marquee Installation Project.

2. On January 19, 2022, city staff coordinated Daktronics Inc. to receive a quote for the procurement and installation of two marquee signs using Sourcewell Cooperative Purchase Contract #050819-DAK

3. On March 1, 2023, after numerous walkthroughs and product discussion, the City received a quote from contractor Sports Facilities Group, Inc. using Contract #050819-DAK for the purchase and installation of two marquee signs at Lugo and Clara Park, respectively.

ANALYSIS
The City currently has a severe need to replace two dysfunctional and outdated marquee signs at Clara and Lugo Park, respectively. Both marquee signs do not work anymore, and have therefore been inoperable for a number of years.

Item Number
14B

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Staff Report
4/4/2023 Page 2 of 3

The City found a need to address this issue and therefore allocated this activity in the recently approved Capital Improvement Plan (CIP) as Project #PRE-008 under Clara & Lugo Park Marquee Sign Project.

Additionally, the City allocated past unused CDBG funds to procure, replace, and install two LED marquee signs at both parks. Doing so, would be instrumental in disseminating outreach and highly important city news and activities to the public.

Galaxy® Outdoor Electronic Message Center - GS6 Series - 15.85mm RGB If approved, the City would purchase two (2) Daktronic LED marquee signs. Both sign specs would be 4'-8" High X 9' 5" Wide x 5" Deep. With a 15.85 mm resolution. The signs would have the capacity to display high quality visuals including photos and videos as well as customizable graphics via a mobile app.

The installation component of the agreement would consist of removing existing marquee sign & leave support post in place. Dispose of old marquee. Re-paint pole Black w/outdoor rust inhibitive paint. Deliver new electronic marquee signs to site and re-install complete system on existing support post. Re-connect a/c power, install cell modem equipment, and test system.

Clean up worksite and dispose of all packing materials and other project debris and provide customer with Daktronics live webinar training for two site staff for operation of the new marquee.

3.16.100 Cooperative (piggyback) purchases
Chapter 3.16.100 of the City’s Municipal Code allows the participating in a cooperative purchasing agreement:
(1) Without complying with the requirements of CMC 3.16.120 and 3.16.130, the purchasing officer may participate in a cooperative purchasing agreement for the procurement of any items or services with any federal, state, county or local government agency when that agency has made their purchases in a competitive manner. (Ord. 672 § 3, 2017; Ord. 649 § 2, 2015).

As such the City wishes to engage in a cooperative purchasing agreement with Sourcewell, a reputable agency that publishes competitive bidding processes on masse, to ensure that cities receive the most competitive offer from a wide array of agencies.

Specifically, the City would be using Sourcewell’s cooperative purchasing agreement with Daktronics Inc. to purchase and install two marquee signs. Daktronics Inc. has an active cooperative purchasing agreement with Sourcewell. This ensures a discounted rate on the product as well as allows the City to make the purchases in a timely manner.

“Serving The People” "Sirviendo A La Comunidad"
Staff Report
4/4/2023 Page 3 of 3

CONCLUSION
To replace our current dysfunctional marquee signs, authorize the City Manager to enter into a Cooperative Purchase Agreement with Daktronics to purchase and install two (2) marquee signs at Clara and Lugo Park, for a not to exceed amount of $131,029.26.

STRATEGIC PLAN CORRELATION
Goal E (City Infrastructure and Service Delivery)
Objective:

1. Complete the Capital Improvement Plan, which anticipates the capital needs of Cudahy over a five-year period.

FINANCIAL IMPACT
The total project cost would be $131,029.26, to be fully paid by CDBG funds.

ATTACHMENTS
A. Agreement Between Sports Facilities Group, Inc. and City of Cudahy B. Marquee Signs Quotes for Clara and Lugo Park
C. Sourcewell Contract 050819-DAK and Supporting Documents D. Wage Determination
E. CDBG Labor Compliance Forms

CITY OF CUDAHY

PUBLIC WORKS AGREEMENT

CLARA AND LUGO PARK SIGNAGE PROJECT
CDBG Project Number: 602611-22
Funded by CDBG
This Agreement (“Agreement”) is made and entered into this 4th day of April 2023, by and between the City of Cudahy, a municipal corporation, organized under the laws of the State of California, with its principal place of business at 5220 Santa Ana St., Cudahy, CA 90201 ("City") and Sports Facilities Group, Inc. a California Corporation, located at PO Box 7024 Riverside, CA 92503 (“Contractor”). City and Contractor are sometimes individually referred to herein as "Party" and collectively as "Parties."

RECITALS
WHEREAS, pursuant to Cudahy Municipal Code (Municipal Code) Section 3.16.100, the City may participate in a cooperative purchasing agreement for the procurement of any items or services with any federal, state, county or local government agency when that agency has made their purchases in a competitive manner; and
WHEREAS, Sourcewell, with Daktronics, Inc., duly advertised for written bids to be submitted on or before May 9, 2019, at 8:30 A.M., for Scoreboards, Digital Displays, and Video Boards with Related Design Build Technology Integration, Installation, Supplies, and ServicesRFP #050819, attached and incorporated by reference herein as Exhibit “A”; and WHEREAS, at 11:05 A.M., on May 9, 2019, the bids were duly opened, and Contractor was selected for awarding of the contract, Sourcewell Coop contract #050819-DAK; and WHEREAS, the City desires to engage Contractor, to render Scoreboards, Digital Displays, and Video Boards with Related Design Build Technology Integration, Installation, Supplies, and Services for the Clara and Lugo Park Signage Project ("Project") as set forth in this Agreement; and
WHEREAS, at its Regular Meeting held on April 4, 2023, the City Council duly accepted the contract between Sourcewell and Daktronics, Inc., attached and incorporated by reference herein as Exhibit “B”, and directed that this Agreement be entered into with Contractor.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants and agreements herein contained, said parties do hereby agree as follows:

ARTICLE I – AGREEMENT DOCUMENTS

1.1 The Agreement for the Project shall consist of:
• Document Titled:

Attachment A Page 38 of 402
Agreement Documents Plans and Specifications for Clara and Lugo Park Signage Project CDBG Project Number: 602611-22
Funded by CDBG
• Contractor’s Proposal
• Federal Labor Standard Provisions
• Current Federal Department of Labor Wage Decision
• Federal Equal Employment Opportunity and Affirmative Action Requirements • All referenced specifications, details, standard drawings, and appendices, together with this Agreement and all required bonds, insurance certificates, permits, notices and declarations, affidavits, and also including any and all addenda or supplemental agreements clarifying, amending, or extending the work contemplated as may be required to insure its completion in an acceptable manner.

1.2 All of the above-mentioned documents are intended to complement the other documents so that any work called for in one, and not mentioned in the others, or vice versa, is to be executed the same as if mentioned in all of said documents. The document comprising the complete Agreement are hereinafter referred to as the Agreement Documents and are incorporated herein by this reference and made and part hereof as though they were fully set forth herein.

1.3 All of the rights and obligations of the City and Contractor are fully set forth and described in the Agreement Documents.

1.4 In the event there is a conflict between the terms of the Agreement Documents, the more specific or stringent provision shall govern. City shall decide which option is the more specific or stringent provision.

ARTICLE II - AGREEMENT

2.1 For and in consideration of the payments and agreements be made and performed by City, Contractor hereby agrees to furnish all materials and perform all work required for the Project (“Work”) and to fulfill all other obligations as set forth in the Agreement Documents.

2.2 The City Manager shall designate an Agreement Officer to act in accordance with this Agreement.

ARTICLE III - COMPENSATION

3.1 Contractor hereby agrees to receive and accept the total amount of ONE HUNDRED

THIRTY ONE THOUSAND TWENTY NINE DOLLARS AND TWENTY SIX CENTS ($131,029.26) (“Agreement Price”), based upon those certain unit prices set forth in Contractor’s Quote #1923R-1 and #19240 R-1, a copy of which is attached hereto as Exhibit “C” and by this reference incorporated herein and made a part hereof, as full

compensation for furnishing all materials, performing all work, and fulfilling all obligations hereunder.

3.2 Said Agreement Price shall cover all expenses, losses, damages, and consequences arising out of the nature of the work during its progress or prior to its acceptance including those for well and faithfully completing the work and the whole thereof in the manner and time specified in the Agreement Documents, and also including those arising from actions of the elements, unforeseen difficulties or obstructions encountered in the prosecution of the work, suspension or discontinuance of the work, and all other unknowns or risks of any description connected with the work.

3.3 The sum identified in Section 3.1 is not subject to escalation, the Contractor having satisfied himself with said Agreement Price, which includes all labor and material increases anticipated throughout the duration of this Agreement.

3.4 City shall retain five percent (5%) of said Agreement Price until said time as the provisions of Article XIV herein have been met.

3.5 Progress payments shall be made in accordance with Section 9 of the Standard Specifications for Public Works as amended by the General Provisions and Special Provisions.

3.6 Upon receipt of a properly presented payment request, Agreement Officer shall process the payment request in accordance with Public Contracts Code Section 20104.50. The Agreement Officer shall review the payment request as soon as possible. If the Agreement Officer rejects the payment request, it shall be returned to the Contractor within seven days of its receipt by the City with an explanation for the reasons of its rejection. If the payment request is approved in writing by the Agreement Officer, payment shall be made within thirty (30) days of receipt of an undisputed and properly presented payment request. Late payments shall bear interest at the legal rate of interest in accordance with Code of Civil Procedure 685.010. City shall pay Contractor a sum based upon ninety-five percent (95%) of the Agreement price apportionment of the labor and materials incorporated into the Work under this Agreement during the period covered by said statement. The remaining five percent (5%) thereof shall be retained as performance security.

3.7 Substitution of Securities for Retention. The Contractor may deposit securities in lieu of the 5% progress payment retentions in accordance with California Public Contracts Code 22300.

3.8 City’s obligation is payable only and solely from Community Development Block Grant (CDBG) funds appropriated from the United States Department of Housing and Urban Development (HUD) and for the purpose of this Agreement. All funds are appropriated every fiscal year beginning July 1. In the event this Agreement extends into the succeeding fiscal year and funds have not been appropriated, this Agreement will automatically terminate as of June 30 of the current fiscal year. The City will notify the Contractor in writing in ten (10) days of receipt of the non-appropriation notice.

ARTICLE IV – CONTRACTOR REPRESENTATIONS

4.1 City hereby promises and agrees to employ, and does hereby employ, Contractor to provide the materials, do the work, and fulfill the obligations according to the terms and conditions herein contained and referred to, for the said amounts set forth in Article III hereof, and hereby agrees to pay the same at the time, in the manner, and upon the conditions set forth in the Agreement Documents.

4.2 In addition, Contractor hereby promises and agrees to comply with all of the provisions of both State and Federal law with respect to the employment of unauthorized aliens.

4.3 Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by this Agreement, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Contractor hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorney’s fees, incurred by the City in connection therewith.

4.4 Furthermore, Contractor hereby represents and warrants that it is not currently, and has not at any time within the past five (5) calendar years been, suspended, debarred, or excluded from participating in, bidding on, contracting for, or completed any project funded in whole or in part by any federally funded program, grant or loan, or any project funded in whole or in part by a program, loan or grant from the State of California, and that Contractor currently has and for the past five (5) calendar years has maintained in good standing, a valid California contractor’s license. Contractor agrees to complete and execute any statement or certificate to this effect as may be required by the City or by any federal or State of California program, loan or grant utilized on this Project.

ARTICLE V – COMMENCEMENT DATE

5.1 Contractor shall commence Work on the date specified in the Notice to Proceed to be issued to said Contractor by the Director of Public Works of City and shall complete Work on the Project within forty (40) working days after commencement.

ARTICLE VI – NO DISCRIMINATION

6.1 Contractor shall not discriminate in its recruiting, hiring, promotion, demotion or termination practices on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sex, age, or sexual orientation in the performance of this Agreement and shall comply with the provisions of the California Fair Employment and Housing Act as set forth in Part 2.8 of Division 3, Title 2 of the California Government Code; the Federal Civil Rights Act of 1964, as set forth in Public Law 88-352, and all amendments thereto; Executive Order 11246; and all administrative rules and regulations issued pursuant to such acts and order.

6.2 Contractor hereby promises and agrees to comply with all of the provisions of the Federal Immigration and Nationality Act (8 USCA 1101, et seq.), as amended; and, in connection therewith, shall not employ unauthorized aliens as defined therein. Should Contractor so employ such unauthorized aliens for the performance of work and/or services covered by

this Agreement, and should the Federal Government impose sanctions against the City for such use of unauthorized aliens, Contractor hereby agrees to, and shall, reimburse City for the cost of all such sanctions imposed, together with any and all costs, including attorney’s fees, incurred by the City in connection therewith.

ARTICLE VII – LABOR CODE REQUIREMENTS

7.1 Compliance with SB 854 Registration: The Work completed under this Agreement is subject to compliance monitoring and enforcement by the Department of Industrial Relations. No prime contractor or subcontractor may be listed on a bid proposal for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. No prime contractor or subcontractor may be awarded a contract for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5. The Contractor will be required to post job site notices as described in 8 California Code of Regulation section 16451(d).

7.2 Contractor acknowledges that under California Labor Code sections 1810 and following, 8 hours of labor constitutes a legal day’s work. Contractor will forfeit as a penalty to City the sum of $25.00 for each worker employed in the execution of this Agreement by Contractor or any subcontractor for each calendar day during which such worker is required or permitted to work more than 8 hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Labor Code section 1810. (Labor Code § 1813).

7.3 Copies of the determination of the Director of the Department of Industrial Relations of the prevailing rate of per diem wages for each craft, classification or type of worker needed to execute this Agreement will be made available upon request from the City.

7.4 Contractor must post at the work site, or if there is no regular work site then at its principal office, for the duration of the Agreement, a copy of the determination by the Director of the Department of Industrial Relations of the specified prevailing rate of per diem wages. (Labor Code § 1773.2). The Contractor shall post WH-1321 ENGLISH and WH-1321 SPANISH at the work site.

7.5 Contractor, and any subcontractor engaged by Contractor, must pay not less than the specified prevailing rate of per diem wages to all workers employed in the execution of the Agreement. (Labor Code § 1774.) Contractor is responsible for compliance with Labor Code section 1776 relative to the retention and inspection of payroll records.

7.6 Contractor must comply with all provisions of Labor Code Section 1775 (“Section 1775”).

Under Section 1775, Contractor may forfeit as a penalty to City up to $50.00 for each worker employed in the execution of the Agreement by Contractor or any subcontractor for each calendar day, or portion thereof, in which the worker is paid less than the prevailing rates. Contractor may also be liable to pay the difference between the prevailing wage rates and the amount paid to each worker for each calendar day, or portion thereof,

for which each worker was paid less than the prevailing wage rate.

7.7 Nothing in this Agreement prevents Contractor or any subcontractor from employing properly registered apprentices in the execution of the Agreement. Contractor is responsible for compliance with Labor Code section 1777.5 for all apprenticeable occupations. This statute requires that contractors and subcontractors must submit contract award information to the applicable joint apprenticeship committee, must employ apprentices in apprenticeable occupations in a ratio of not less than one hour of apprentice’s work for every five hours of labor performed by a journeyman (unless an exception is granted under §1777.5), must contribute to the fund or funds in each craft or trade or a like amount to the California Apprenticeship Council, and that contractors and subcontractors must not discriminate among otherwise qualified employees as apprentices solely on the ground of sex, race, religion, creed, national origin, ancestry or color. Only apprentices defined in Labor Code Section 3077, who are in training under apprenticeship standards and who have written apprentice contracts, may be employed on public works in apprenticeable occupations.

7.8 This is a federally assisted Agreement, Federal Labor Standards Provisions, including prevailing wage requirements of the Davis-Bacon and Related Acts will be enforced. In the event of a conflict between Federal and State wages rates, the higher of the two will prevail. Modification of Federal Wage Rates published within ten (10) days prior to the scheduled Bid Opening date shall apply to the Agreement.

7.9 The Contractor shall submit payroll records to the City weekly for each week in which any Work is performed. The Contractor is also responsible for the submission of payroll records by all its Subcontractors performing any Work on this Project.

7.10 The payroll records submitted shall set out accurately and completely all of the information required to be maintained under Section 5.5(a) (3) (i) of 29 C.F.R. Part 5. Each payroll submitted shall be accompanied by a Statement of Compliance signed by the Contractor or Subcontractor or his or her agent who pays or supervises the payment of the persons employed under the Contract, and shall certify the following:
a) The payroll records for the payroll period contains the information required to be maintained under Section 5.5(a)(3)(i) of 29 C.F.R. Part 5, and that such information is correct and complete;
b) Each employee employed on the Agreement during the payroll period has been paid the full weekly wages earned, without rebate, either directly or indirectly, and that no deductions have been made either directly or indirectly from the full wages earned, other than permissible deductions as set forth in Regulations, 29 C.F.R. Part 3; c) Each employee has been paid not less than the applicable wage rates and fringe benefits or cash equivalents for the classification of work performed, as specified in the applicable wage determination incorporated into this Agreement.

7.11 This information may be submitted in any form desired, however, Form WH-347 is provided as an optional template. The Contractor shall submit a Statement of NonPage 43 of 402 Performance for each week of work for which craft work was not performed.

7.12 The falsification of any of the above certifications may subject the Contractor or Subcontractor to civil or criminal prosecution under Section 1001 of Title 18 and Section 231 of Title 31 of the United States Code.

7.13 The Contractor shall submit copies of apprentice certification(s) for each apprentice performing work on the Agreement to accompany the first payroll record in which that apprentice appears. The City will recognize apprentice certifications from the U.S.

Department of Labor and the California Division of Apprenticeship Standards. Any worker listed on a payroll at an apprentice wage rate, who is not registered or otherwise employed as stated above, shall be paid not less than the applicable wage rate on the wage determination for the classification of work actually performed.

7.14 The Contractor’s duty to pay State prevailing wages can be found under Labor Code Section 1770 et seq. and Labor Code Sections 1775 and 1777.7 outline the penalties for failure to pay prevailing wages and employ apprentices including forfeitures and debarment.

7.15 The Contractor agrees that the City, through its authorized representatives, has the right, at all reasonable times, to make site visits to review Project accomplishments and for other reasons, such as employee interviews. If any site visit is made by the City on the premises of the Contractor or any of its Subcontractors under this Agreement, the Contractor shall provide and shall require its Subcontractors to provide, all reasonable facilities and assistance for the safety and convenience of City representatives in the performance of their duties. All site visits and evaluations shall be performed in such a manner as will not unduly delay work being conducted by the Contractor or Subcontractor(s).

7.16 If the Work involves excavation of any trench five feet or more in depth the contractor shall submit a detailed plan of shoring, bracing, sloping or other provisions to be made for worker protection. Such plan shall be approved by a qualified representative of the City. (LC 6705).

ARTICLE VIII-PROVISIONS REQUIRED BY LAW

8.1 Each and every provision of law required to be included in these Agreement Documents shall be deemed to be included in these Agreement Documents. The Contractor shall comply with all requirements of applicable federal, state and local laws, rules and regulations, including, but not limited to, the provisions of the California Labor Code and California Public Contract Code which are applicable to this Project. Such laws, rules and regulations shall include, but not be limited to the following.

8.1.1 Contractor’s License. The Contractor shall possess a type B-General Building Contractor California Contractor's license at the time of award of the Contract.

8.1.2 Ineligible Contractor Prohibited. Any contractor or subcontractor who is ineligible to perform work on a public works project pursuant to Section 1777.1 or

1777.7 of the Labor Code is prohibited from performing Work under this Agreement.

8.1.3 Unfair Business Practices Claims. The Contractor or subcontractor offers and agrees to assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Section 15) or under the Cartwright Act (Chapter 2, (commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, services or materials pursuant to the public works contract or the subcontract. This assignment shall be made and become effective at the time the City renders final payment to the Contractor without further acknowledgment by the parties. (Section 7103.5, California Public Contract Code.).

8.1.4 Hazardous Materials and Unknown Conditions.
a) Contractor shall, without disturbing the condition, notify City in writing as soon as Contractor, or any of Contractor’s subcontractors, agents or employees have knowledge and reporting is possible, of the discovery of any of the following conditions:
b) Pending a determination by City of appropriate action to be taken, Contractor shall provide security measures (e.g., fences) adequate to prevent the hazardous waste or physical conditions from causing bodily injury to any person. c) City shall promptly investigate the reported conditions. If City, through its Director of Public Works, or their designee, and in the exercise of its sole discretion, determines that the conditions do materially differ, or do involve hazardous waste, and will cause a decrease or increase in the Contractor’s cost of, or time required for, performance of any part of the Work, then City shall issue a change order. d) In the event of a dispute between City and Contractor as to whether the conditions materially differ, or involve hazardous waste, or cause a decrease or increase in the Contractor’s cost of, or time required for, performance of any part of the Work, Contractor shall not be excused from any scheduled completion date and shall proceed with all work to be performed under the Agreement. Contractor shall retain any and all rights which pertain to the resolution of disputes and protests between the parties.

ARTICLE IX – INDEMNIFY

9.1 Contractor shall assume the defense of and indemnify and save harmless the City, its elective and appointive boards, officers, agents and employees, and Design Engineer and Construction Manager from all claims, loss, damage, injury and liability of every kind, nature and description, directly or indirectly arising from the performance of the Contractor’s Work, regardless of responsibility of negligence; and from any and all claims, loss, damage, injury and liability, howsoever the same may be caused, resulting directly or indirectly from the nature of the work covered by the Agreement, regardless of responsibility of negligence; provided:

a) That City does not, and shall not, waive any rights against Contractor which it may have by reason for the aforesaid hold-harmless Agreement because of the acceptance by City or the deposit with City by Contractor, of any of the insurance policies hereinafter described in this Agreement;
b) That the aforesaid hold-harmless Agreement by Contractor shall apply to all damages and claims for damages of every kind suffered, or alleged to have been suffered, by reason of any of the aforesaid operations of Contractor, or any subcontractor, regardless of whether or not such insurance policies shall have been determined to be applicable to any of such damages or claims for damages.

ARTICLE X – BONDS

10.1 Warranty & Guarantee

10.1.1 New Materials. Contractor guarantees that all materials and equipment furnished will be new unless otherwise specified in the Contract Documents.

10.1.2 One Year Guarantee. Contractor guarantees all materials and equipment furnished and Work performed for a period of one (1) year from the date of substantial completion is free from all defects due to faulty materials or workmanship. Contractor shall promptly make such corrections as may be necessary by reasons of such defects including the repairs of any damage to other property, whether real or personal. The City will give notice of observed defects with reasonable promptness. If Contractor fails to make such repairs, or other Work that may be made necessary by such defects, the City may do so and charge the Contractor the cost thereby incurred, plus 10% for administrative expenses. The Performance Bond shall remain in full force and effect through the guarantee period. Contractor shall execute the Public Improvement Warranty.

10.2 Bonds

10.2.1 Contractor shall provide a payment bond consistent with the terms of this section and City may not waive this requirement. Contractor shall also provide a performance bond consistent with the terms of this section, unless City waives such requirement in writing. Each bond shall (1) be in writing; (2) signed by at least one admitted surety insurer under oath; (3) if a bond is signed by more than one surety insurer, include a statement that the sureties are jointly and severally liable on the obligations required hereunder; (4) list the address at which the principal and surety/sureties may be served with notices, papers, and other documents under this chapter; (5) be in the form of a bond and not in a deposit in lieu of a bond; (6) be consistent with any other requirements of the City that reasonably relate to a guarantee that the project will be completed at no cost to the City.

10.2.2 Payment Bond. Contractor shall furnish and file with City a bond in the sum of one hundred percent (100%) of the Compensation. Consistent with Civil Code § 3248, the bond shall provide that if the Contractor or any subcontractors hired by Contractor fails to pay (1) any of the persons named in Civil Code § 3181; (2)

amounts due under the Unemployment Insurance Code with respect to work or labor performed under this Agreement; or (3) for any amounts required to be deducted, withheld, and paid over to the Employment Development Department from the wages of employees of the contractor and subcontractors pursuant to Unemployment Insurance Code §13020 with respect to the work and labor that the sureties will pay for the same, and also, in case suit is brought upon the bond, a reasonable attorney’s fee, to be fixed by the court. The bond shall, by its terms, inure to the benefit of any of the persons named in Civil Code § 3181 so as to give a right of action to those persons or their assigns in any suit brought upon the bond.

The bond provided under this section shall be released by written authorization of the City Engineer at the completion of the one year warranty period described in section 10.1.2, above, provided that Contractor is not in default on any provision of this Agreement.

10.2.3 Performance Bond. Contractor shall provide City with a bond in the sum of one hundred percent (100%) of the Compensation to guarantee the completion of the Work, to protect City if Developer is in default of this Agreement, and to secure Contractor’s one-year guarantee and warranty. The City Council may, in its sole and absolute discretion and upon recommendation of the City Engineer, partially release a portion or portions of the security provided under this section as the Public Improvements are accepted by City, provided that Contractor is not in default on any provision of this Agreement. All security provided under this section shall be released at the end of the warranty period described in section 10.1, above, provided that Contractor is not in default on any provision of this Agreement.

ARTICLE XI – INSURANCE

11.1 Contractor shall not commence Work under this Agreement until Contractor shall have obtained all insurance required by the Agreement Documents and such insurance shall have been approved by City as to form, amount and carrier, nor shall Contractor allow any subcontractor to commence Work on any subcontract until all similar insurance required of the subcontractor shall have been so obtained and approved. a) Compensation Insurance - Contractor shall take out and maintain, during the life of this Agreement, Worker’s Compensation Insurance for all of Contractor’s employees employed at the site of improvement; and, if any work is sublet, Contractor shall require the subcontractor similarly to provide Worker’s Compensation Insurance for all of the latter’s employees, unless such employees are covered by the protection afforded by Contractor. If any class of employees engaged in work under this Agreement at the site of the Project is not protected under any Workers’ Compensation law, Contractor shall provide and shall cause each subcontractor to provide adequate insurance for the protection of employees not otherwise protected. Contractor shall indemnify City for any damage resulting to it from failure of either Contractor or any subcontractor to take out or maintain such insurance.
b) Comprehensive General Liability, Products/Completed Operations Hazard,

Comprehensive Automobile Liability and Contractual General Liability Insurance - Contractor shall take out and maintain during the life of this Agreement such comprehensive general liability, products/completed operations hazard, comprehensive automobile liability and contractual general liability insurance as shall protect City, its elective and appointive boards, officers, agents and employees, Design Engineer and Construction Manager, Contractor, and any subcontractor performing Work covered by this Agreement, from claims for damage for personal injury, including death, as well as from claims for property damage which may arise from Contractor’s or any subcontractor’s operations under this Agreement, whether such operations be by Contractor or by any subcontractor, or by anyone directly or indirectly employed by either Contractor or any subcontractor, and the amounts of such insurance shall be as follows:
i. Public Liability Insurance in an amount of not less than TWO MILLION DOLLARS ($2,000,000);
ii. Products/Completed Operations Hazard Insurance in an amount of not less than TWO MILLION DOLLARS ($2,000,000);
iii. Comprehensive Automobile Liability Insurance in an amount of not less than TWO MILLION DOLLARS ($2,000,000);
iv. Contractual General Liability Insurance in an amount of not less than TWO MILLION DOLLARS ($2,000,000).
c) Proof of Insurance - The insurance required by this Agreement shall be with insurers which are Best A rated, and California Admitted or better. The City and Design Engineer and Construction Manager shall be named as “additional insured” on all policies required hereunder, and Contractor shall furnish City, concurrently with the execution hereof, with satisfactory proof of carriage of the insurance required, and adequate legal assurance that each carrier will give City at least thirty (30) days’ prior notice of the cancellation of any policy during the effective period of the Agreement.
d) Notice to Commence Work - The City will not issue any notice authorizing Contractor or any subcontractor to commence Work under this contact until Contractor has provided to the City the proof of insurance as required by subparagraph (c) of this article.

ARTICLE XII – ATTORNEY FEES

12.1 If either party to this Agreement is required to initiate or defend, or is made a party to, any action or proceeding in any way connected with this Agreement, the party prevailing in the final judgment in such action or proceeding, in addition to any other relief which may be granted, shall be entitled to reasonable attorney’s fees and costs. Attorney’s fees shall include reasonable costs for investigating such action.

ARTICLE XIII – LIQUIDATED DAMAGES

13.1 The Parties agree that it would be impractical and extremely difficult to fix the actual damages to the City in the event the Project is not commenced and/or completed on or before the dates specified for commencement and completion of the Project in the Agreement Documents. The parties have considered the facts of a breach of this Agreement and have agreed that the liquidated damages sum hereinafter set forth is reasonable as liquidated damages in the event of a breach, and that said sum shall be presumed to be the amount of the damages sustained by the City in the event such work is not begun and/or completed and accepted by the times so specified in the Agreement Documents, the sum of Five Hundred Dollars ($500) shall be presumed to be the amount of damages suffered by the City for each calendar days delay in the starting and/or completion and acceptance of said Project after the dates specified in the Agreement Documents for the start and/or completion thereof, and Contractor hereby agrees to pay said sum of Five Hundred Dollars ($500) as liquidated damages for each calendar day of delay in the starting and/or completing and acceptance of said Project beyond the dates specified in the Agreement Documents. Any and all such liquidated damages assessed shall be done so in accordance with that certain edition of the Standard Specification for Public Works Construction currently in effect on the execution date of this Agreement.

The payment of such liquidated damages is not intended as a forfeiture or penalty within the meaning of California Civil Code § 3275 or § 3369.

ARTICLE XIV – NOTICE OF COMPLETION

14.1 Upon completion of Project and acceptance of same by the City Council, the City Manager shall have cause to be recorded a Notice of Completion with the office of the Los Angeles County Recorder; and, after thirty-five (35) days from the date said Notice of Completion is recorded, the Director of Finance of City shall release the funds retained pursuant to Article III hereof; provided there have been no mechanics’ liens or stop notices filed against said work which have not been paid, withdrawn or eliminated as liens against said work.

ARTICLE XV - NO ASSIGNMENT

15.1 This Agreement shall not be assignable, either in whole or in part, by the Contractor without first obtaining the written consent of the City thereto.

ARTICLE XVI - CUMULATIVE RIGHTS

16.1 The provisions of this Agreement are cumulative and in addition to and not in limitation of any rights or remedies available to City.

ARTICLE XVII - TERMINATION

17.1 Termination for Convenience. The City may terminate this Agreement, in whole or in part, with 30 days written notice to the Contractor when it is in the City’s best interest. The Contractor shall be paid its costs, including Agreement close-out costs, and profit on Work performed up to the time of termination. The Contractor shall promptly submit its termination claim to City to be paid to the Contractor. If the Contractor has any property

in its possession belonging to the City, the Contractor will account for the same, and dispose of it in the manner the City directs. The Contractor may terminate this Agreement, in whole, with ninety (90) days written notice to the City.

17.2 Termination for Default. If at any time the Contractor is determined to be in material breach of the Contract, a Notice of Potential Breach of Contract shall be prepared by the City, and will be served upon the Contractor and its sureties. If the Contractor continues to neglect or refuses to comply with the Contract or with the Notice of Potential Breach of Contract to the satisfaction of the City within the time specified in such Notice, the City shall have the authority to terminate the Contract for this Project.

17.3 Waiver of Remedies for any Breach. In the event that City elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this Agreement, such waiver by City shall not limit City’s remedies for any succeeding breach of that or of any other term, covenant, or condition of this Agreement.

ARTICLE XVIII – FEDERAL REQUIREMENTS

18.1 Notwithstanding any other provision of this Agreement, if the Work covered under this Agreement is financed in whole or in part with assistance provided under a program of the U.S. Department of Housing and Urban Development or some other source of Federal funding, Contractor shall also comply with and cause its subcontractors to comply with the requirements of the Davis-Bacon Act (40 U.S.C. 276 et seq.). The Davis-Bacon Act requires the payment of wages to all laborers and mechanics at a rate not less than the minimum wage specified by the Secretary of Labor in the periodic wage rate determinations as described in the Federal Labor Standards Provisions (HUD-4010) available from the Agency’s Compliance Division. If Contractor is required to comply with the Davis-Bacon Act, Contractor shall pay the higher of Davis-Bacon Act or state prevailing wages, on a trade-by-trade basis.

18.2 By entering into this Agreement, Contractor certifies that it is not a person or firm ineligible to be awarded Government contracts by virtue of Section 3(a) of the Davis-Bacon Act or 29 CFR 5.12(a)(1) or if HUD funds are involved, to be awarded HUD contracts or participate in HUD programs pursuant to 24 CFR Part 24. Contractor agrees to include, or cause to be included, the above provision, to be applicable to contractors and subcontractors, in each contract and subcontract for work covered under this Agreement.

18.3 Contractor shall comply with all mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

18.4 The City, the federal grantor agency, the Comptroller General of the United States, or any of their duly authorized representatives shall have access to any books, documents papers and records of the Contractor and any subcontractors which are directly pertinent to this Agreement, for the purpose of making audit, examination, excerpts and transcriptions.

Contractor shall maintain all required records for three (3) years after City makes final payments and all other pending matters are closed.

18.5 Contractor shall comply with the Copeland “Anti-Kick Back” Act, 18 U.S.C. §874, as supplemented in Department of Labor regulations. (29 C.F.R. part 3.)

18.6 Contractor shall ensure compliance with sections 103 and 107 of the Contract Work Hours and Safety Standards Act, 40 U.S.C. §§ 327 – 33, as supplemented by Department of Labor regulations. See 29 C.F.R. part 5.

18.7 Contractor and any subcontractors must comply with Executive Order 11246 as amended by Executive Order 11375 and as supplemented in Department of Labor regulations. (41 C.F.R. part 3.)

18.8 If the Compensation exceeds $100,000, Contractor shall comply with all applicable standards, orders, or requirements issued under 42 USC 85 of the Clean Air Act, Section 508 of the Clean Water Act, Executive Order 11738, and Environmental Protection Agency (EPA) regulations, which prohibit the use under non-exempt federal contracts, grants or loans of facilities included on the EPA List of Violating Facilities. (See e.g. 47 C.F.R. §18.36(i)(12).)

18.9 If the Compensation exceeds $100,000 for construction or facility improvements, Contractor must observe the building requirements contained in Attachment B of OMB Circular A-110.

18.10 No person or entity shall discriminate in the employment of persons in the performance of this Agreement by CONTRACTOR or under any subcontract executed by CONTRACTOR in the furtherance of CONTRACTOR’s performance under this Agreement because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, marital status, sexual preference, or gender of such persons, except as provided in Section 12940 of the Government Code. This Agreement is also subject to state contract nondiscrimination and compliance requirements pursuant to Government Code, Section 12990. CONTRACTOR and any subcontractor of CONTRACTOR who violates the provisions of Section 1735 of the Labor Code shall be subject to all the penalties imposed for a violation of Chapter 1, Part 7, Division 2 of the Labor Code; and VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq.), and implementing regulations in 24 CFR part 1, prohibiting discrimination upon the basis of race, color, religion, ancestry, sex, marital status, mental or physical disability, age, familial status, sexual orientation, or national origin.

18.11 Contractor shall comply with Section 503 of the Rehabilitation Act of 1973 (29 U.S.C. 794), as amended, and with all applicable implementing regulations. Any contract in excess of $10,000 entered into by any Federal department or agency for the procurement of personal property and non-personal services (including construction) for the United States shall contain a provision requiring that the party contracting with the United States shall take affirmative action to employ and advance in employment qualified individuals with disabilities. No otherwise qualified individual with handicaps in the United States shall, solely by reason of his or her handicap, be excluded from the participation in, be denied the benefits of, or be subjected to discrimination under any program or activity receiving Federal assistance.

18.12 Contractor shall comply with the Age Discrimination Act of 1975 (42 U.S.C. 6101-07) and implementing regulations at 24 CFR, Part 146, which prohibit discrimination because of age in programs and activities receiving Federal financial assistance.

18.13 In accordance with the Equal Employment Opportunity, as amended, and regulations of Executive Order 11246, amended by Executive orders 11375, 11478, 12086, and 12107 (3 CFR 1964-1965 Comp. p. 339; 3 CFR, 1966-1970 Comp., p. 684; 3 CFR, 1966-1970., p. 803; 3 CFR, 1978 Comp., p. 230; 3 CFR, 1978 Comp., p. 264). The Contractor:
a) Will not discriminate against any employee or applicant for employment because of race, color, religion, ancestry, sex, marital status, mental or physical disability, age, familial status, sexual orientation, gender identity or national origin.

Contractor will take affirmative action to insure that applicants are employed, without regard to race, color, religion, ancestry, sex, marital status, mental or physical disability, age, familial status, sexual orientation, gender identity, or national origin. Such action shall include, but not be limited to, the following:
employment, upgrading, demotion or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the municipality setting forth the provisions of this nondiscrimination clause.
b) Will cause the foregoing provisions to be inserted in all subcontracts for work covered by this Agreement so that such provision will be binding upon each subcontractor, provided that the foregoing provision shall not apply to contracts or subcontracts for standard commercial supplies or raw materials. c) Will, in all solicitations or advertisements for employees placed by or on behalf of the Contractor, state that all qualified applicants will receive consideration for employment without regard to their race, color, religion, ancestry, sex, marital status, mental or physical disability, age, familial status, sexual orientation, gender identity, or national origin.
d) Will be bound by the above equal opportunity clause with respect to its own employment practices when it participates in federally assisted construction work.

Contractor will assist and cooperate actively with the City and the Secretary of Labor in obtaining the compliance of Contractors and subcontractors with the equal opportunity clause and the rules, regulations and relevant orders of the Secretary of Labor, that it will furnish the Secretary of Labor such information as they may require for the supervision of such compliance and that it will otherwise assist the Secretary in the discharge of the Secretary's primary responsibility for securing compliance.
e) Will refrain from entering into any contract or contract modification subject to Executive Order 11246, as amended, with a Contractor debarred from, or who has not demonstrated eligibility for government contracts and federally assisted

construction contracts pursuant to said Executive Order and will carry out such sanctions and penalties for violation of the equal opportunity clause as may be imposed upon contractors and subcontractors by the Secretary of Housing and Urban Development or the Secretary of Labor pursuant to Part II, Subpart D of the Executive Order.

18.14 Contractor shall comply with the requirements set forth in 24 CFR part 5 and Executive Orders 12549 and 12689, prohibiting the use of debarred, suspended or ineligible contractors or subcontractors.

18.15 Contractor shall comply with Executive Orders 11625, 12432, and 12138, which state that recipients of federal assistance shall take affirmative action to encourage participation by minority and women-owned business enterprises. In accordance with 2 CFR § 200.321 all non-federal entities must take all necessary affirmative steps to assure that minority businesses, women's business enterprises, and labor surplus area firms are used when possible. As used in this Agreement, the terms “small business” means a business that meets the criteria set forth in section 3(a) of the Small Business Act, as amended (15 U.S.C. 632), and “minority and women’s business enterprise” means a business at least fifty-one (51%) percent owned and controlled by minority group members or women.

18.16 Contractor shall comply with the conflict-of-interest provisions, as applicable, in accordance with 2 CFR Part 200.112, 24 CFR Part 92.356, and 24 CFR Part 570.611.

18.17 Contractor shall comply with the regulations and authorities under 2 CFR 200 the Contractor and applicable subcontractors shall maintain adequate invoices, receipts, job records and disbursement journals and such other records for the Project for a period of five (5) years.

18.18 Neither the Contractor nor any subcontractor may use Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Contractors and subcontractors must disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award.

18.19 During the performance of this Agreement, the Contractor agrees as follows:
a) The Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. The Contractor will take affirmative action to ensure that applicants are employed, and that employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and applicants for

employment, notices to be provided setting forth the provisions of this nondiscrimination clause.
b) The Contractor will, in all solicitations or advertisements for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, or national origin.
c) The Contractor will send to each labor union or representative of workers with which he/she has a collective bargaining agreement or other contract or understanding, a notice to be provided, advising the said labor union or worker’s representative of the contractor’s commitments under this section, and shall post copies of the notice in conspicuous places available to employees and applicants for employment.
d) The Contractor will comply with all provisions of Executive Order 11246 of September 24, 1965, and of the rules, regulations, and relevant orders of the Secretary of Labor.
e) The Contractor will furnish all information and reports required by Executive Order 11246 of September 24, 1965, and by the rules, regulations, and orders of the Secretary of Labor, or pursuant thereto, and will permit access to his/her books, records, and accounts by the administering agency and the Secretary of Labor for purposes of investigation to ascertain compliance with such rules, regulations, and orders.
f) In the event of the Contractor’s noncompliance with nondiscrimination clause of this Agreement with any of the said rules, regulations, or orders, this Agreement may be canceled, terminated, or suspended in whole, or in part, and the contractor may be declared ineligible for further government contracts or federally assisted construction contracts in authorized in Executive Order 11246 of September 24, 1965, or by rule, regulation, or order of the Secretary of Labor, or as otherwise provided by law.
g) The Contractor will include the provisions of Paragraph 1a through 1g in every subcontract or purchase order unless exempted by rule, regulations, or orders of the Secretary of Labor issued pursuant to Section 204 of Executive Order 11246 of September 24, 1965, so that such provisions will be binding upon each subcontractor or vendor. The Contractor will take such action with respect to any subcontract or purchase order as the administering agency may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, that in the event a contractor becomes involved in, or is threatened with, litigation with a subcontractor or vendor as a result of such direction by the administering agency, the contractor may request the United States to enter into such litigation to protect the interests of the United States.

18.20 Contractor shall comply with the regulations and authorities under Executive Order 11246.

a) As used in these specifications:
i. Covered area means the geographical area described in the solicitation from which this Agreement resulted;
ii. Director means Director, Office of Federal Contract Compliance Programs, United States Department of Labor, or any person to whom the Director delegates authority;
iii. Employer Identification Number (EIN) means the Federal Social Security Number used on the Employer’s Quarterly Federal Tax Return, United States Treasury Department Form 941.
iv. Minority includes:
v. Black (all persons having origins in any of the Black African racial groups not of Hispanic origin);
vi. Hispanic (all persons of Mexican, Puerto Rican, Cuban, Central or South American or other Spanish culture or origin, regardless of race); vii. Asian and Pacific Islander (all persons having origins in any of the original peoples of the Far East, Southeast Asia, the Indian Subcontinent, or the pacific Islands); and
viii. American Indian or Alaskan Native (all persons having origins in any of the original peoples of North America and maintaining identifiable tribal affiliations through membership and participation or community identification).
b) Whenever the Contractor, or any subcontractor at any tier, subcontracts a portion of the work involving any construction trade, it shall physically include in each subcontract in excess of $10,000 the provisions of these specifications and the notice which contains the applicable goals for minority and female participation and which is set forth in the solicitations from which this Agreement resulted. c) If the Contractor is participating (pursuant to 41 CFR Part 60-4.5) in a Hometown Plan approved by the United States Department of Labor in the covered area either individually or through an association, its affirmative action obligations on all work in the Plan area (including goals and time-tables) shall be in accordance with that Plan for those trades which have unions participating in the Plan.

Contractors must be able to demonstrate their participation in and compliance with the provisions of any such Hometown Plan. Each contractor or subcontractor participating in an approved Plan is individually required to comply with its obligations under the EEO Clause, and to make a good faith effort to achieve each goal under the Plan in each trade in which it has employees. The overall good faith performance by other contractors or subcontractors toward a goal in an approved Plan does not excuse any covered contractor’s or subcontractor’s failure to take

good faith efforts to achieve the Plan goals and timetables. d) The Contractor shall implement the specific affirmative action standards provided in paragraphs 3g (1) through 3g (16) of these specifications. The goals set forth in the solicitation from which this Agreement resulted are expressed as percentages of the total hours of employment and training of minority and female utilization the contractor should reasonably be able to achieve in each construction trade in which it has employees in the covered area. Covered construction contractors performing construction work in geographical areas where they do not have a Federal or federally assisted construction contract shall apply the minority and female goals established for the geographical area where the work is being performed. Goals are published periodically in the Federal Register in notice form, and such notices may be obtained from any Office of Federal Contract Compliance Programs office or from Federal procurement contracting officers. The contractor is expected to make substantially uniform progress in meeting its goals in each craft during the period specified.
e) Neither the provisions of any collective bargaining agreement nor the failure by a union with whom the contractor has a collective bargaining agreement, to refer either minority or women shall excuse the contractor’s obligations under these specifications, Executive Order 11246 or the regulations promulgated pursuant thereto.
f) In order for the nonworking training hours of apprentices and trainees to be counted in meeting the goals, such apprentices and trainees must be employed by the contractor during the training period, and the contractor must have made a commitment to employ the apprentices and trainees at the completion of their training, subject to the availability of employment opportunities. Trainees must be trained pursuant to training approved by the United States Department of Labor. g) The Contractor shall take specific affirmative actions to ensure equal employment opportunity. The evaluation of the contractor’s compliance with these specifications shall be based upon its effort to achieve maximum results from its actions. The contractor shall document these efforts fully, and shall implement affirmative action steps at least as extensive as the following:
h) Contractors are encouraged to participate in voluntary associations which assist in fulfilling one or more of their affirmative action obligations 3g(1) through (16). The efforts of a contractor association, joint contractor-union, contractorcommunity, or other similar group of which the contractor is a member and participant, may be asserted as fulfilling any one or more of its obligations under 3g(1) though (16) of these specifications provided that the contractor actively participates in the group, makes every effort to ensure that the group has a positive impact on the employment of minorities and women in the industry, ensures that the concrete benefits of the program are reflected in the contractor’s minority and female work force participation, makes a good faith effort to meet its individual goals and timetables, and can provide access to documentation which demonstrates

the effectiveness of actions taken on behalf of the contractor. The obligation to comply, however, is the contractors’, and failure of such a group to fulfill an obligation shall not be a defense for the contractor’s noncompliance. i) A single goal for minorities and a separate single goal for women have been established. The contractor, however, is required to provide equal employment opportunity and to take affirmative action for all minority groups, both male and female, and all women, both minority and non-minority. Consequently, the contractor may be in violation of the Executive Order if a particular group is employed in a substantially disparate manner (for example, even though the contractor has achieved its goals for women generally, the contractor may be in violation of the Executive Order if a specific minority group of women is underutilized).
j) The Contractor shall not use the goals and timetables of affirmative action standards to discriminate against any person because of race, color, religion, sex or national origin.
k) The contractor shall not enter into any subcontract with any person or firm debarred from Government contracts pursuant to Executive Order 11246. l) The contractor shall carry out such sanctions and penalties for violation of these specifications and of the Equal Opportunity Clause, including suspension, termination, and cancellation of existing subcontracts as may be imposed or ordered pursuant to Executive Order 11246, as amended, and its implementing regulations, by the Office of Federal Contract Compliance Programs. Any contractor who fails to carry out such sanctions and penalties shall be in violation of these specifications and Executive Order 11246, as amended.
m) The contractor, in fulfilling its obligations under these specifications, shall implement specific affirmative action steps, at least as extensive as those standards prescribed in Paragraph 3g of these specifications, so as to achieve maximum results from its efforts to ensure equal employment opportunity. If the contractor fails to comply with the requirements of the Executive Order, the implementing regulations, or these specifications, the Director shall proceed in accordance with 41 CFR Part 60-1.8 (Show Cause Notice).
n) The contractor shall designate a responsible official to monitor all employment related activity to ensure that the company EEO policy is being carried out, to be required by the Government and to keep records. Records shall at least include for each employee the name, address, telephone numbers, construction trade, union affiliation, if any, employee identification number when assigned, social security number, race, sex, status (e.g., mechanic, apprentice, trainee, helper, or laborer), dates of changes in status, hours worked per week in the indicated trade, rate of pay, and locations at which the work was performed. Records shall be maintained in an easily understandable and retrievable form; however, to the degree that existing records satisfy this requirement, contractors shall not be required to

maintain separate records.
o) Nothing herein provided shall be construed as a limitation upon the application of other laws which establish different standards of compliance or upon the application of requirements for the hiring of local or other area residents (e.g., those under the Public Works Employment Act of 1977 and the Community Block Grant Program).
p) The Director, from time to time, shall issue goals and timetables for minority and female utilization which shall be based on appropriate work force, demographic or other relevant data and which shall cover construction projects or construction contracts performed in specific geographic areas. The goals, which shall be applicable to each construction trade in a covered contractor’s or subcontractor’s entire work force which is working in the area covered by the goals and timetables, shall be published as notices in the Federal Register, and shall be inserted by the contracting officers and applicants, as applicable, in the Notice required by 41 CFR 60-4.2.

18.21 For federally assisted construction contracts in excess of $10,000, the Contract/subcontractor shall:
a) Forward the following EEO certification forms to the contract awarding authority prior to contract award: Certification of Non-segregated Facilities and Certification with Regard to the Performance of Previous Contracts or Subcontracts Subject to the Equal Opportunity Clause and the Filing of Required Reports. b) Submit a notification of subcontracts awarded to the Director, Office of Federal Contract Compliance Programs, United States Department of Labor - ESA, 200 Constitutional Avenue, NW, Room C3325, Washington, D.C., 20210, within 10 working days of award of any subcontract in excess of $10,000, listing the name, address, and telephone number of the subcontractor; employer identification number; estimated dollar amount of the subcontract; estimated starting date and completion dates of the subcontract; and the geographical area in which the contract is to be performed.
c) Send a notice of the contractor’s commitment to equal employment opportunity to labor unions or representatives of workers prior to commencement of construction work.
d) Display an equal employment opportunity poster in a conspicuous place available to employees and applicants for employment.
e) For contracts in excess of $10,000, bind subcontractors to the Federal Equal Employment Opportunity requirements by including the provisions of Paragraphs 1 through 3, above, in the subcontract.
f) Upon commencement of construction work and until the work is completed, forward the Monthly Employment Utilization Report (Form CC-257) to the

contract awarding authority by the end of each work month. With the initial monthly report, contractor/subcontractor shall attach the Contractor’s List of Federal and Non-Federal Work in Bid Condition Area to the monthly report. [SIGNATURE PAGE TO FOLLOW]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the ____ day of April 2023 by their respective officers duly authorized in that behalf.

CITY OF CUDAHY
A Municipal Corporation
CONTRACTOR Sports Facilities Group,
Inc.

A California Corporation
By: By:

Daisy Lomeli, Mayor
ATTEST:

By:

Secretary
By:

City Clerk
APPROVED AS TO FORM:

By:

Stephanie Arechiga
City Attorney

PUBLIC IMPROVEMENTS WARRANTY

CLARA AND LUGO PARK SIGNAGE PROJECT
CDBG Project Number: 602611-22
Funded by CDBG
On ________________________, 202__, the City of CUDAHY accepted as complete and meeting the standards of City, the following public improvement(s):
______________________________________________________________________________ ______________________________________________________________________________ ___________________________________________________, built and constructed by or for _____________________, ("Contractor")
Contractor hereby warrants and guarantees the aforementioned public improvements as to the material used and workmanship performed for a period of one (1) year following the date set forth above.

In the event of a defect, malfunction, or failure to conform t the improvement specifications and all applicable local standards, the Contractor shall repair or replace said improvements at Contractor's own and sole expense within a reasonable time from notice of the defect from City.

Should Contractor fail to cure any defect within a reasonable period of time, Contractor agrees to reimburse City for any and all costs of City's efforts to cure any defect once City has provided notice to the Contractor of the defect and the City's intent to cure such defect.

Should litigation be necessary to enforce the provisions of this warranty, the prevailing party shall be entitled to reimbursement for attorney’s fees and court and related costs.

Executed at _________________________, California, on the day and year first written above.

CONTRACTOR
By:__________________________
Signature
By:__________________________
(Typed Name)
Its:__________________________
Title
By:__________________________
Signature
By:__________________________
(Typed Name)
Its:__________________________
Title

[NOTARY REQUIRED]

FAITHFUL PERFORMANCE BOND

CLARA AND LUGO SIGNAGE PROJECT
CDBG Project Number: 602611-22
Funded by CDBG
KNOW ALL MEN BY THESE PRESENTS that __________________________________, as CONTRACTOR and_____________________________________, as SURETY, are held and firmly bound unto the City of CUDAHY, in the penal sum of _____________________________dollars ($ ), which is 100 percent of the total contract amount for the above stated project, for the payment of which sum, CONTRACTOR and SURETY agree to be bound, jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas CONTRACTOR has been awarded and is about to enter into the annexed Contract with the City for the above stated project, if CONTRACTOR faithfully performs and fulfills all obligations under the contract documents in the manner and time specified therein, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of the City; provided that any alternations in the obligations or time for completion made pursuant to the terms of the contract documents shall not in any way release either CONTRACTOR or SURETY, and notice of such alternations are hereby waived by SURETY.

IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seals this ____day of _____________, 20 .

CONTRACTOR* _______________________________________________________________ ______________________________________________________________________________ SURETY* _______________________________________________________________ ______________________________________________________________________________ * Provide CONTRACTOR/SURETY name, address and telephone number and the name, title, address and telephone number for authorized representative.

Subscribed and sworn to this ______ day of _______________, 20__.

NOTARY PUBLIC:_______________________________________________________

MATERIAL AND LABOR BOND

CLARA AND LUGO SIGNAGE PROJECT
CDBG Project Number: 602611-22
Funded by CDBG
KNOW ALL MEN BY THESE PRESENTS that ___________________________________, as CONTRACTOR and_____________________________________, as SURETY, are held and firmly bound unto the City of CUDAHY, in the penal sum of __________________________dollars ($ ), which is 100 percent of the total contract amount for the above stated project, for the payment of which sum, CONTRACTOR and SURETY agree to be bound, jointly and severally, firmly by these presents.

THE CONDITIONS OF THIS OBLIGATION ARE SUCH that, whereas CONTRACTOR has been awarded and is about to enter into the annexed Contract with the City for the above stated project, if CONTRACTOR faithfully performs and fulfills all obligations under the contract documents in the manner and time specified therein, then this obligation shall be null and void, otherwise it shall remain in full force and effect in favor of the City; provided that any alternations in the obligations or time for completion made pursuant to the terms of the contract documents shall not in any way release either CONTRACTOR or SURETY, and notice of such alternations are hereby waived by SURETY.

IN WITNESS WHEREOF the parties hereto have set their names, titles, hands, and seals this ____day of _____________, 20 .

CONTRACTOR* _______________________________________________________________ ______________________________________________________________________________ SURETY* _______________________________________________________________ ______________________________________________________________________________ * Provide CONTRACTOR/SURETY name, address and telephone number and the name, title, address and telephone number for authorized representative.

Subscribed and sworn to this ______ day of _______________, 20__.

NOTARY PUBLIC:______________________________________________________

EXHIBIT “A”

SOURCEWELL REQUEST FOR PROPOSAL FOR THE PROCUREMENT OF

SCOREBOARD, DIGITAL DISPLAYS, AND VIDEO BOARDS WITH RELATED

DESIGN BUILD TECHNOLOGY INTERGRATION, INSTALLATION, SUPPLIES,

AND SERVICES

EXHIBIT “B”

CONTRACT AWARD
RFP #041719

EXHIBIT “C”
CONTRACTOR QUOTE #19239 R-1
CONTRACTOR QUOTE #19240 R-1

EXHIBIT “D”

WAGE DETERMINATION

EXHIBIT “D”

CDBG LABOR COMPLIANCE FORMS

Parts/Equipment
Quote #: 19239 R-1
Revised from #: 19036
Date: 03-29-2023
Expires: 04-28-2023
Terms: Net 30
Contractors License# 676578
PO Box 7024
Riverside, CA 92503
DIR# 1000002632
Toll Free:866-311-7344(SFGI)
Fax: 951-637-8406
Quoted By: Grant Warner
[email protected]
Bill To
Andres Rangel
Accounts Payable
City of Cudahy
5220 Santa Ana St.

Cudahy, CA 90201
Ph: 323-773-5143 x238
Ship To
Andres Rangel
Accounts Payable
Clara St. Park
4835 Clara St.

Cudahy, CA 90201
Ph: 323-773-5143
Description Of Work NOTE; Product pricing is based on Sourcewell Coop contract # 050819- DAK
Provide and install new post mounted double sided electronic L.E.D. marquee sign to replace the existing marquee on the existing post support next to the main parking lot entrance. New message display to be a DAKTRONICS brand model GS6-80X175-15.85mmRGB-2V 281 trillion colors L.E.D. display. 4G Lifetime cellular plan communication, Venus "CONTROL suite prime" cloud based software, and 5 year parts warranty. Dimensions are 4'-8" tall x 9' 5" wide. Marquee section weighs 315LBS per face & requires 2650 max total watts.

Option; Provide and install top identification signage, double sided & internally illuminated (graphics design provided by City).

Connect new sign to existing a/c power, install Verizon cellular modem, set up webinar training for two site administrators and insure sign is fully operational.
# Qty SKU Options Product Name Unit Price Extended

1. 1 GS6-80X175-

15.85-RGB-2V
Galaxy® Outdoor Electronic Message Center
- GS6 Series - 15.85mm RGB
37,333.00 37,333.00
MESSAGE SIGN DIMENSIONS: 4'-8" HIGH X 9' 5" WIDE x 5" DEEP Installation
Phase 1; Remove existing marquee sign & leave support post in place. Dispose of old marquee. Re-paint pole Black w/outdoor rust inhibitive paint.

Phase 2; Deliver new electronic marquee signs to site and re-install complete system on existing support post. Re-connect a/c power, install cell modem equipment, and test system. Clean up worksite and dispose of all packing materials and other project debris.

Phase 3; Provide customer with Daktronics live webinar training for two site staff for operation of the new marquee.

Exceptions
Sign to be connected to existing a/c power. If not adequate, it will be the City's responsibility to upgrade.

City to provide email addresses and user names/phone numbers for two site administrators for sign communication.

Does not include city permits, or other engineering that may be required. If overhead hi-tension lines need to be de-energized for install, the city will be responsible for those arrangements and cost.

New sign requires City to sign up for a lifetime 4G cellular data plan through Daktronics ( Verizon plan included in pricing).

City to provide ample space during site workdays for crane trucks and support equipment to access sign from the parking lot.

Option
Provide and install double face, internally illuminated top identification panel with photocell controll for backlighting.

Total option cost; $ 4,860.00
Labor $19,560.00
Parts $37,333.00
Tax $3,826.63
Freight $1,095.00
Attachment B Page 69 of 402
Bond Fees $3,700.00
Total $65,514.63

Parts/Equipment
Quote #: 19240 R-1
Revised from #: 19035
Date: 03-29-2023
Expires: 04-28-2023
Terms: Net 30
Contractors License# 676578
PO Box 7024
Riverside, CA 92503
DIR# 1000002632
Toll Free:866-311-7344(SFGI)
Fax: 951-637-8406
Quoted By: Grant Warner
[email protected]
Bill To
Andres Rangel
Accounts Payable
City of Cudahy
5220 Santa Ana St.

Cudahy, CA 90201
Ph: 323-773-5143 x238
Ship To
Andres Rangel
Accounts Payable
Lugo Park
7810 Otis Ave.

Cudahy, CA 90201
Ph: 323-773-5143
Description Of Work NOTE; Product pricing is based on Sourcewell Coop contract # 050819- DAK
Provide and install new post mounted double sided electronic L.E.D. marquee sign to replace the existing marquee on the existing post support next to the main parking lot entrance. New message display to be a DAKTRONICS brand model GS6-80X175-15.85mmRGB-2V 281 trillion colors L.E.D. display. 4G Lifetime cellular plan communication, Venus "CONTROL suite prime" cloud based software, and 5 year parts warranty. Dimensions are 4'-8" tall x 9' 5" wide. Marquee section weighs 315LBS per face & requires 2650 max total watts.

Option; Provide and install top identification signage, double sided & internally illuminated (graphics design provided by City).

Connect new sign to existing a/c power, install Verizon cellular modem, set up webinar training for two site administrators and insure sign is fully operational.
# Qty SKU Options Product Name Unit Price Extended

1. 1 GS6-80X175-

15.85-RGB-2V
Galaxy® Outdoor Electronic Message Center
- GS6 Series - 15.85mm RGB
37,333.00 37,333.00
MESSAGE SIGN DIMENSIONS: 4'-8" HIGH X 9' 5" WIDE x 5" DEEP Installation
Phase 1; Remove existing marquee sign & leave support post in place. Dispose of old marquee. Re-paint pole Black w/outdoor rust inhibitive paint.

Phase 2; Deliver new electronic marquee signs to site and re-install complete system on existing support post. Re-connect a/c power, install cell modem equipment, and test system. Clean up worksite and dispose of all packing materials and other project debris.

Phase 3; Provide customer with Daktronics live webinar training for two site staff for operation of the new marquee.

Exceptions
Sign to be connected to existing a/c power. If not adequate, it will be the City's responsibility to upgrade.

City to provide email addresses and user names/phone numbers for two site administrators for sign communication.

Does not include city permits, or other engineering that may be required. If overhead hi-tension lines need to be de-energized for install, the city will be responsible for those arrangements and cost.

New sign requires City to sign up for a lifetime 4G cellular data plan through Daktronics ( Verizon plan included in pricing).

City to provide ample space during site workdays for crane trucks and support equipment to access sign from the parking lot.

Option
Provide and install double face, internally illuminated top identification panel with photocell controll for backlighting.

Total option cost; $ 4,860.00
Labor $19,560.00
Parts $37,333.00
Tax $3,826.63
Freight $1,095.00
Attachment B Page 71 of 402
Bond Fees $3,700.00
Total $65,514.63

1 Sourcewell℠ Formerly the National Joint Powers Alliance (NJPA)

REQUEST FOR PROPOSAL
for the procurement of

SCOREBOARDS, DIGITAL DISPLAYS, AND VIDEO BOARDS WITH RELATED

DESIGN BUILD TECHNOLOGY INTEGRATION, INSTALLATION, SUPPLIES, AND

SERVICES
RFP Opening
May 09, 2019
8:30 a.m. Central Time
At the offices of Sourcewell
202 12th Street Northeast, Staples, MN 56479
RFP #050819
Sourcewell, formerly the National Joint Powers Alliance® (NJPA), on behalf of Sourcewell and its current and potential member agencies, which includes all governmental, higher education, K-12 education, not-for-profit, tribal government, and all other public agencies located in all fifty states, Canada, and internationally, issues this Request For Proposal (RFP) to result in a national contract solution for the procurement of #050819 SCOREBOARDS, DIGITAL DISPLAYS, AND

VIDEO BOARDS WITH RELATED DESIGN BUILD TECHNOLOGY INTEGRATION, INSTALLATION, SUPPLIES, AND SERVICES Details of this RFP are available beginning March 21st, 2019. Details may be obtained by letter of request to Greg Grunig, Sourcewell, 202 12th Street Northeast, P.O. Box 219, Staples, MN 56479, or by e-mail at [email protected]. Proposals will be received until May 08, 2019 at 4:30 p.m. Central Time at the above address and opened May 09, 2019 at 8:30 a.m. Central Time.

RFP Timeline
March 21, 2019 Publication of RFP in the print and online version of USA Today, in the print and online version of the Salt Lake News within the State of Utah, in the print and online version of the Daily Journal of Commerce within the State of Oregon (note: OR entities this pertains to: www.sourcewellmn.gov/compliance-legal/oregon-advertising and also RFP Appendix B), in the print and online version of The State within the State of South Carolina, the Sourcewell website, MERX, PublicPurchase.com, Biddingo, and Onvia.

April 25, 2019
10:00 a.m. CT
Pre-Proposal Conference (the webcast/conference call). The connection information will be sent to all inquirers two business days before the conference.

May 01, 2019 Deadline for RFP questions.

May 08, 2019
4:30 p.m. CT
Deadline for Submission of Proposals. Late responses will be returned unopened.

May 09, 2019
8:30 a.m. CT
Public Opening of Proposals.

Direct questions regarding this RFP to: Greg Grunig at [email protected] or 218-895-4189.

Attachment C Page 73 of 402
2 TABLE OF CONTENTS

1. DEFINITIONS
A. Contract
B. Proposer
C. Sourced Good of Open Market Item
D. Vendor

2. ADVERTISEMENT OF RFP

3. INTRODUCTION
A. About Sourcewell
B. Joint Exercise of Powers Laws
C. Why Respond to a National Cooperative
Procurement Contract
D. The Intent of This RFP
E. Scope of This RFP
F. Expectations for Equipment/Products
and Services Being Proposed
G. Solutions Based Solicitation

4. INSTRUCTIONS FOR PREPARING YOUR

PROPOSAL
A. Inquiry Period
B. Pre-Proposal Conference
C. Identification of Key Personnel
D. Proposer’s Exceptions to Terms and
Conditions
E. Proposal Format
F. Questions & Answers About This RFP
G. Modification or Withdrawal of a
Submitted Proposal
H. Proposal Opening Procedure
I. Sourcewell’s Rights Reserved

5. PRICING
A. Line-Item Pricing
B. Percentage Discount From Catalog or
Category
C. Cost Plus a Percentage of Cost
D. Hot List Pricing
E. Ceiling Price
F. Volume Price Discounts/
Additional Quantities
G. Total Cost of Acquisition
H. Sourced Equipment/Products/
Open Market Items
I. Price and Product Changes
J. Payment Terms
K. Sales Tax
L. Shipping

6. EVALUATION OF PROPOSALS
A. Proposal Evaluation Process
B. Proposer Responsiveness
C. Proposal Evaluation Criteria
D. Other Consideration
E. Cost Comparison
F. Marketing Plan
G. Certificate Of Insurance
H. Order Process and/or Funds Flow
I. Administrative Fees
J. Value Added
K. Waiver of Formalities

7. POST AWARD OPERATING ISSUES
A. Subsequent Agreements
B. Sourcewell Member Sign-up Procedure
C. Reporting of Sales Activity
D. Audits
E. Hub Partner
F. Trade-Ins
G. Out of Stock Notification
H. Termination of a Contract resulting from
this RFP

8. GENERAL TERMS AND CONDIITONS
A. Advertising a Contract Resulting From
This RFP
B. Applicable Law
C. Assignment of Contract
D. List of Proposers
E. Captions, Headings, and Illustrations
F. Data Practices
G. Entire Agreement
H. Force Majeure
I. Licenses
J. Material Suppliers and Sub-Contractors
K. Non-Wavier of Rights
L. Protests of Awards Made
M. Suspension or Disbarment Status
N. Affirmative Action and Immigration
Status Certification
O. Severability
P. Relationship of Parties
Q. Provisions for Non-Federal Entity
Procurements under Federal Awards or
Other Awards

9. FORMS

10. PRE-SUBMISSION CHECKLIST

11. PRICE & PRODUCT CHANGE REQUEST
FORM

12. APPENDIX A

13. APPENDIX B – HI, ID, OR, SC, UT, WA
Political Subdivisions (SEPARATE

ATTACHMENT)

14. APPENDIX C – VA Political Subdivisions
(SEPARATE ATTACHMENT)

15. APPENDIX D – FEMA Terms & Conditions
(SEPARATE ATTACHMENT)

3 1 DEFINITIONS
A. CONTRACT
Contract means this RFP, current pricing information, fully executed Forms C, D, F, & P from the Proposer’s response pursuant to this RFP, and a fully executed Form E (“Acceptance and Award”) with final terms and conditions. Form E will be executed after a formal award and will provide final clarification of terms and conditions of the award.

B. PROPOSER
A Proposer is a company, person, or entity delivering a timely response to this RFP. This RFP may also use the terms “respondent” or “proposed Vendor,” which is interchangeable with Proposer as the context allows.

C. SOURCED GOOD or OPEN MARKET ITEM
A Sourced Good or Open Market Item is a product within the RFP’s scope 1) that is not currently available under the Vendor’s Sourcewell contract, 2) that a member wants to buy under contract from an awarded Vendor, and 3) that is generally deemed incidental to the total transaction or purchase of contract items.

D. VENDOR
A Proposer whose response has been awarded a contract pursuant to this RFP.

4 2 ADVERTISEMENT OF RFP

2.1 Sourcewell advertises this solicitation: 1) in the hard copy print and online editions of the USA Today; 2) once each in Oregon’s Daily Journal of Commerce, South Carolina’s The State and Utah’s Salt Lake Tribune; 3) on Sourcewell’s website; and 4) on other third-party websites deemed appropriate by Sourcewell. Other third-party advertisers may include Onvia, PublicPurchase.com, MERX, and Biddingo.

2.2 Sourcewell also notifies and provides solicitation documentation to each state-level procurement departments for possible re-posting of the solicitation within their systems and at their option for future use and to meet specific state requirements.
3 INTRODUCTION
A. ABOUT SOURCEWELL

3.1 Sourcewell, formerly the National Joint Powers Alliance® (NJPA) is a public agency serving as a national municipal contracting agency established under the Service Cooperative statute by Minnesota Legislative Statute §123A.21 with the authority to develop and offer, among other services, cooperative procurement services to its membership. Eligible membership and participation includes states, cities, counties, all government agencies, both public and non-public educational agencies, colleges, universities and non-profit organizations.

3.2 Under the authority of Minnesota state laws and enabling legislation, Sourcewell facilitates a competitive solicitation and contracting process on behalf of the needs of itself and the needs of current and potential member agencies nationally. This process results in national procurement contracts with various Vendors of products/equipment and services which Sourcewell Member agencies desire to procure. These procurement contracts are created in compliance with applicable Minnesota Municipal Contracting Laws.

A complete listing of Sourcewell cooperative procurement contracts can be found at www.sourcewellmn.gov.

3.3 Sourcewell is a public agency governed by publicly elected officials that serve as the Sourcewell Board of Directors. Sourcewell’s Board of Directors oversees and authorizes the calls for all new proposals and holds those resulting Contracts for the benefit of its own and its Members use.

3.4 Sourcewell currently serves over 50,000 member agencies nationally. Both membership and utilization of Sourcewell contracts continue to expand, due in part to the increasing acceptance of Cooperative Purchasing throughout the government and education communities nationally.

B. JOINT EXERCISE OF POWERS LAWS

3.5 Sourcewell cooperatively shares those contracts with its Members nationwide through various Joint Exercise of Powers Laws or Cooperative Purchasing Statutes established in Minnesota, other states and Canadian provinces. The Minnesota Joint Exercise of Powers Law is Minnesota Statute §471.59 which states “Two or more governmental units…may jointly or cooperatively exercise any power common to the contracting parties…” This Minnesota Statute allows Sourcewell to serve Member agencies located in all other states. Municipal agencies nationally can participate in cooperative purchasing activities under their own state law. These laws can be found on our website at www.sourcewell-mn.gov/compliance-legal.

3.5.1 For Members within the Commonwealth of Virginia, this RFP is intended to be a “joint procurement agreement” as described in Vir. Code § 2.2-4304(A), and those Virginia Members identified in Appendix C may agree to be a Joint Purchaser under this RFP.

3.5.2 For Members within Canada, this RFP is intended to include municipalities and publiclyfunded academic institutions, schools boards, health authorities, and social services (MASH

5 sectors). In addition this RFP is intended to include current and potential Members of the Rural Municipalities of Alberta (RMA), and their represented Associations (SARM, SUMA and AMM).

C. WHY RESPOND TO A NATIONAL COOPERATIVE PROCUREMENT CONTRACT

3.6 National Cooperative Procurement Contracts create value for Municipal and Public Agencies, as well as for Vendors of products/equipment and services in a variety of ways:

3.6.1 National cooperative contracts potentially save time and effort for municipal and public agencies, who otherwise would have to solicit vendor responses to individual RFPs, resulting in individual contracts, to meet the procurement needs of their respective agencies. Considerable time and effort is also potentially saved by the Vendors who would have had to otherwise respond to each of those individual RFPs. A single, nationally advertised RFP, resulting in a single, national cooperative contract can potentially replace thousands of individual RFPs for the same equipment/products/services that might have been otherwise advertised by individual Sourcewell member agencies.

3.6.2 Sourcewell contracts offer our Members nationally leveraged volume purchasing discounts.

Our contract terms and conditions offer the opportunity for Vendors to recognize individual member procurement volume commitment through additional volume based contract discounts.

3.7 State laws that permit or encourage cooperative purchasing contracts do so with the belief that cooperative efficiencies will result in lower prices, better overall value, and considerable time savings.

3.8 The collective purchasing power of thousands of Sourcewell Member agencies nationwide offers the opportunity for volume pricing discounts. Although no sales or sales volume is guaranteed by a Sourcewell Contract resulting from this RFP, substantial volume is anticipated and volume pricing is requested and justified.

3.9 Sourcewell and its Members desire the best value for their procurement dollar as well as a competitive price. Vendors have the opportunity to display and highlight value-added attributes of their company, equipment/products and services without constraints of a typical individual proposal process.

D. THE INTENT OF THIS RFP

3.10. National contract awarded by Sourcewell: Sourcewell seeks the most responsive and responsible Vendor relationship(s) to reflect the best interests of Sourcewell and its Member agencies. Through a competitive proposal and evaluation process, the Sourcewell Proposal Evaluation Committee recommends vendors for a national contract awarded by the action of the Sourcewell Chief Procurement Officer. Sourcewell’s primary intent is to establish and provide a national cooperative procurement contract that offer opportunities for Sourcewell and our current and potential Member agencies throughout the United States and Canada to procure quality product/equipment and services as desired and needed. The contracts will be marketed nationally through a cooperative effort between the awarded vendor(s) and Sourcewell. Contracts are expected to offer price levels reflective of the potential and collective volume of Sourcewell and the nationally established Sourcewell membership base.

3.11 Beyond our primary intent, Sourcewell further desires to:

3.11.1 Award a four-year contract with a fifth-year contract option resulting from this RFP. Any fifth-year extension is exercised at Sourcewell’s discretion and results from Sourcewell’s contracting needs or from Member requests; this extension is not intended merely to accommodate an awarded Vendor’s request. If Sourcewell grants a fifth-year extension, it may also terminate the contract (or cause it to expire) within the fifth year if the extended

6 contract is replaced by a resolicited or newly solicited contract. In exigent circumstances, Sourcewell may petition Sourcewell’s Board of Directors to extend the contract term beyond five years. This rarely used procedure should be employed only to avoid a gap in contract coverage while a replacement contract is being solicited;

3.11.2 Offer and apply any applicable technological advances throughout the term of a contract resulting from this RFP;

3.11.3 Deliver “Value Added” aspects of the company, equipment/products and services as defined in the “Proposer’s Response”;

3.11.4 Deliver a wide spectrum of solutions to meet the needs and requirements of Sourcewell and Sourcewell Member agencies; and

3.11.5 Award an exclusive contract to the most responsive and responsible vendor when it is deemed to be in the best interest of Sourcewell and the Sourcewell Member agencies.

3.12 Exclusive or Multiple Awards: Based on the scope of this RFP and on the responses received, Sourcewell may award either an exclusive contract or multiple contracts. In some circumstances, a single national supplier may best meet the needs of Sourcewell Members; in other situations, multiple vendors may be in the best interests of Sourcewell and the Sourcewell Members and preferred by Sourcewell to provide the widest array of solutions to meet the member agency’s needs. Sourcewell retains sole discretion to determine which approach is in the best interests of Sourcewell Member agencies.

3.13 Non-Manufacturer Awards: Sourcewell reserves the right to make an award under this RFP to a non-manufacturer or dealer/distributor if such action is in the best interests of Sourcewell and its Members.

3.14 Manufacturer as a Proposer: If the Proposer is a manufacturer or wholesale distributor, the response received will be evaluated on the basis of a response made in conjunction with that manufacturer’s authorized dealer network. Unless stated otherwise, a manufacturer or wholesale distributor Proposer is assumed to have a documented relationship with their dealer network where that dealer network is informed of, and authorized to accept, purchase orders pursuant to any Contract resulting from this RFP on behalf of the manufacturer or wholesale distributor Proposer. Any such dealer will be considered a sub-contractor of the Proposer/Vendor. The relationship between the manufacturer and wholesale distributor Proposer and its dealer network may be proposed at the time of the submission if that fact is properly identified.

3.15 Dealer/Reseller as a Proposer: If the Proposer is a dealer or reseller of the products and/or services being proposed, the response will be evaluated based on the Proposer’s authorization to provide those products and services from their manufacturer. When requested by Sourcewell, Proposers must document their authority to offer those products and/or services.

E. SCOPE OF THIS RFP

3.16 Scope: The scope of this RFP is to award a contract to a qualifying vendor defined as a manufacturer, provider, or dealer/distributor, established as a Proposer, and deemed responsive and responsible through our open and competitive proposal process. Vendors will be awarded contracts based on the proposal and responders demonstrated ability to meet the expectations of the RFP and demonstrate the overall highest valued solutions which meet and/or exceed the current and future needs and requirements of Sourcewell and its Member agencies nationally within the scope of SCOREBOARDS, DIGITAL DISPLAYS, AND

VIDEO BOARDS WITH RELATED DESIGN BUILD TECHNOLOGY INTEGRATION, INSTALLATION, SUPPLIES, AND SERVICES.

3.17 Additional Scope Definitions: In addition to SCOREBOARDS, DIGITAL DISPLAYS, AND

VIDEO BOARDS WITH RELATED DESIGN BUILD TECHNOLOGY INTEGRATION,

7 INSTALLATION, SUPPLIES, AND SERVICES, this solicitation should be read to include, but not to be limited to:

3.17.1 Digital displays, LED video displays, video boards, scoreboards, sports displays, message centers, marquees, video walls, display screens, ribbon displays, stanchion displays, concourse displays, transportation displays (airports, traffic management, public transport, and parking), scorer’s tables, controllers, and timing systems, for indoor or outdoor applications;

3.17.1.1 A complementary offering of audio or sound systems related to and in connection with the equipment and products described in section 3.17.1 above. The Proposer’s primary offerings must be the equipment and products described in Section 3.17.1 above;

3.17.1.2 A complementary offering of accessories and supplies related to and in connection with the equipment and products described in section 3.17.1 above; and,

3.17.1.3 Technology Integration, software, design, project management, and installation services related to and in connection with the purchase of equipment and products described in section 3.17.1 above.

3.17.2 Sourcewell reserves the right to limit the scope of this solicitation for Sourcewell and current and potential Sourcewell member agencies.

3.17.2.1 This solicitation should NOT be construed to include any of the following:
a. “Service-only” solutions. All technology integration, software, design, project management, and installation services must be related to, and complementary with, a Proposer’s offering of Scoreboards, Digital Displays, and Video Boards.
b. “Audio-only” solutions. All audio systems/solutions must be related to or integrated into the display offerings by vendor.
c. “Accesory-only” solutions. All accessory solutions must be related to the display offerings by vendor.
d. Vendors whose primary business is covered under categories included in the following Sourcewell RFPs:
i. Classroom Audio Technology With Related Accessories, Services, and Supplies (See Sourcewell RFP #111616)

3.18 Overlap of Scope: When considering equipment/products/services, or groups of equipment/ products/services submitted as a part of your response, and whether inclusion of such will fall within a “Scope of Proposal,” please consider the validity of an inverse statement.

3.18.1 For example, pencils and post-it-notes can generally be classified as office supplies and office supplies generally include pencils and post-it-notes.

3.18.2 In contrast, computers (PCs and peripherals) can generally be considered office supplies; however, the scope of office supplies does not generally include computer servers and infrastructure.

3.18.3 In conclusion: With this in mind, individual products and services must be examined individually by Sourcewell, from time to time and in its sole discretion, to determine their compliance and fall within the original “Scope” as intended by Sourcewell.

3.19 Best and Most Responsive – Responsible Proposer: It is the intent of Sourcewell to award a Contract to the best and most responsible and responsive Proposer(s) offering the best overall quality and selection of equipment/products and services meeting the commonly requested specifications of Sourcewell and

8 Sourcewell Members, provided the Proposer’s Response has been submitted in accordance with the requirements of this RFP. Qualifying Proposers who are able to anticipate the current and future needs and requirements of Sourcewell and Sourcewell member agencies; demonstrate the knowledge of any and all applicable industry standards, laws and regulations; and possess the willingness and ability to distribute, market to and service Sourcewell Members in all 50 states are preferred. Sourcewell requests proposers submit their entire line of products and services as it applies and relates to the scope of this RFP.

3.20 Sealed Proposals: Sourcewell will receive sealed proposal responses to this RFP in accordance with accepted standards set forth in the Minnesota Procurement Code and Uniform Municipal Contracting Law.

Awards may be made to responsible and responsive Proposers whose proposals are determined in writing to be the most advantageous to Sourcewell and its current or qualifying future Sourcewell Member agencies.

3.21 Use of Contract: Any Contract resulting from this solicitation shall be awarded with the understanding that it is for the sole convenience of Sourcewell and its Members. Sourcewell and/or its members reserve the right to obtain like equipment/products and services solely from this contract or from another contract source of their choice or from a contract resulting from their own procurement process.

3.22 Awarded Vendor’s interest in a contract resulting from this RFP: Awarded Vendors will be able to offer to Sourcewell, and current and potential Sourcewell Members, only those products/equipment and services specifically awarded on their Sourcewell Awarded Contract(s). Awarded Vendors may not offer as “contract compliant,” products/equipment and services which are not specifically identified and priced in their Sourcewell Awarded Contract.

3.23 Sole Source of Responsibility- Sourcewell desires a “Sole Source of Responsibility” Vendor. This means that the Vendor will take sole responsibility for the performance of delivered equipment/products/ services. Sourcewell also desires sole responsibility with regard to:

3.23.1 Scope of Equipment/Products/Services: Sourcewell desires a provider for the broadest possible scope of products/equipment and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and potential Members.

3.23.2 Vendor use of sub-contractors in sourcing or delivering equipment/product/services:

Sourcewell desires a single source of responsibility for equipment/products and services proposed.

Proposers are assumed to have sub-contractor relationships with all organizations and individuals whom are external to the Proposer and are involved in providing or delivering the equipment/products/services being proposed. Vendor assumes all responsibility for the equipment/products/services and actions of any such Sub-Contractor. Suggested Solutions Options include:

3.23.3 Multiple solutions to the needs of Sourcewell and Sourcewell Members are possible.

Examples could include:

3.23.3.1 Equipment/Products Only Solution: Equipment/Products Only Solution may be appropriate for situations where Sourcewell or Sourcewell Members possess the ability, either in-house or through local third party contractors, to properly install and bring to operation those equipment/products being proposed.

3.23.3.2 Turn-Key Solutions: A Turn-Key Solution is a combination of equipment/products and services that provides a single price for equipment/products, delivery, and installation to a properly operating status. Generally this is the most desirable solution because Sourcewell and Sourcewell Members may not possess, or desire to

9 engage, personnel with the necessary expertise to complete these tasks internally or through other independent contractors.

3.23.3.3 Good, Better, Best: Where appropriate and properly identified, Proposers may offer the choice “of good, better, best” multiple-grade solutions to meet Sourcewell Members’ needs.

3.23.3.4 Proven – Accepted – Leading-Edge Technology: Where appropriate and properly identified, Proposers may provide a spectrum of technology solutions to complement or enhance the proposed solutions to meet Sourcewell Members’ needs.

3.23.4 If applicable, Contracts will be awarded to Proposer(s) able to deliver a proposal meeting the entire needs of Sourcewell and its Members within the scope of this RFP. Sourcewell prefers Proposers submit their complete product line of products and services described in the scope of this RFP. Sourcewell reserves the right to reject individual, or groupings of specific equipment/products and services proposals as a part of the award.

3.24 Geographic Area to be Proposed: This RFP invites proposals to provide SCOREBOARDS,

DIGITAL DISPLAYS, AND VIDEO BOARDS WITH RELATED DESIGN BUILD TECHNOLOGY INTEGRATION, INSTALLATION, SUPPLIES, AND SERVICES to Sourcewell and Sourcewell Members throughout the entire United States and possibly internationally. Proposers will be expected to express willingness to explore service to Sourcewell Members located abroad; however the lack of ability to serve Members outside of the United States will not be cause for non-award. The ability and willingness to serve Canada, for instance, will be viewed as a value-added attribute.

3.25 Contract Term: At Sourcewell’s option, a Contract resulting from this RFP will become effective either on the date awarded by the Sourcewell Executive Director and Chief Procurement Officer or on the day following the expiration date of an existing Sourcewell procurement contract for the same or similar product/equipment and services.

3.25.1 Sourcewell is seeking a Contract base term of four years as allowed by Minnesota Contracting Law. Full term is expected. However, one additional one-year renewal/extension may be offered by Sourcewell to Vendor beyond the original four year term if Sourcewell deems such action to be in the best interests of Sourcewell and its Members. Sourcewell reserves the right to conduct periodic business reviews throughout the term of the contract.

3.26 Minimum Contract Value: Sourcewell anticipates considerable activity resulting from this RFP and subsequent award; however, no commitment of any kind is made concerning actual quantities to be acquired. Sourcewell does not guarantee usage. Usage will depend on the actual needs of the Sourcewell Members and the value of the awarded contract.

3.27 [This section is intentionally blank.]

3.28 Contract Availability: This Contract must be available to all current and potential Sourcewell Members who choose to utilize this Sourcewell Contract to include all governmental and public agencies, public and private primary and secondary education agencies, and all non-profit organizations nationally.

3.28.1 With respect to Members within the Commonwealth of Virginia, this RFP is intended to be a “joint procurement agreement” as described in Vir. Code § 2.2-4304(A), and those Virginia Members identified in Appendix C must be allowed to use this Contract as a Joint Purchaser.

3.28.2 For Members within Canada, this RFP is intended to include municipalities and publiclyfunded academic institutions, schools boards, health authorities, and social services (MASH sectors). In addition this RFP is intended to include current and potential Members of the Rural Municipalities of Alberta (RMA), and their represented Associations (SARM, SUMA and AMM).

10 3.29 Proposer’s Commitment Period: In order to allow Sourcewell the opportunity to evaluate each proposal thoroughly, Sourcewell requires any response to this solicitation be valid and irrevocable for ninety (90) days after the date proposals are opened.

F. EXPECTATIONS FOR EQUIPMENT/PRODUCTS AND SERVICES BEING PROPOSED

3.30 Industry Standards: Except as contained herein, the specifications or solutions for this RFP shall be those accepted guidelines set forth by the SCOREBOARDS, DIGITAL DISPLAYS, AND VIDEO

BOARDS WITH RELATED DESIGN BUILD TECHNOLOGY INTEGRATION, INSTALLATION, SUPPLIES, AND SERVICES industry, as they are generally understood and accepted within that industry across the nation. Submitted products/equipment, related services and accessories, and their warranties and assurances are required to meet and/or exceed all current, traditional and anticipated standards, needs, expectations, and requirements of Sourcewell and its Members.

3.30.1 Deviations from industry standards must be identified by the Proposer and explained how, in their opinion, the equipment/products and services they propose will render equivalent functionality, coverage, performance, and/or related services. Failure to detail all such deviations may comprise sufficient grounds for rejection of the entire proposal.

3.30.2 Technical Descriptions/Specifications. Excessive technical descriptions and specifications that unduly enlarge the proposal response may cause Sourcewell to reduce the evaluation points awarded on Form G. Proposers must supply sufficient information to:

3.30.2.1 demonstrate the Proposer’s knowledge of industry standards and Member agency needs and expectations;

3.30.2.2 Identify the equipment/products and services being proposed as applicable to the needs and expectations of Sourcewell Member agencies; and

3.30.2.3 differentiate equipment/products and services from other industry manufacturers and providers.

3.31 New Current Model Equipment/Products: Proposals submitted shall be for new, current model equipment/products and services with the exception of certain close-out products allowed to be offered on the Proposer’s “Hot List” described herein.

3.32 Compliance with laws and standards: All items supplied on this Contract shall comply with any current applicable safety or regulatory standards or codes.

3.33 Delivered and operational: Products/equipment offered herein are to be proposed based upon being delivered and operational at the Sourcewell Member’s site. Exceptions to “delivered and operational” must be clearly disclosed in the “Total Cost of Acquisition” section of the proposal.

3.34 Warranty: The Proposer warrants that all products, equipment, supplies, and services delivered under this Contract shall be covered by the industry standard or better warranty. All products and equipment should carry a minimum industry standard manufacturer’s warranty that includes materials and labor. The Proposer has the primary responsibility to submit product specific warranty as required and accepted by industry standards. Dealer/Distributors agree to assist the purchaser in reaching a solution in a dispute over warranty’s terms with the manufacturer. Any manufacturer’s warranty that is effective past the expiration of the warranty will be passed on to the Sourcewell member. Failure to submit a minimum warranty may result in non-award.

3.35 Additional Warrants: The Proposer warrants that all products/equipment and related services furnished hereunder will be free from liens and encumbrances; defects in design, materials, and

11 workmanship; and will conform in all respects to the terms of this RFP including any specifications or standards. In addition, Proposer/Vendor warrants the products/equipment and related services are suitable for and will perform in accordance with the ordinary use for which they are intended.

G. SOLUTIONS-BASED SOLICITATION

3.36 The Sourcewell solicitation and contract award process is not based on detailed specifications. Instead, this RFP is a “Solutions-Based Solicitation.” Sourcewell expects respondents to understand and anticipate the current and future needs of Sourcewell and its members—within the scope of this RFP—and to propose solutions that are commonly desired or required by law or industry standards. Proposal will be evaluated in part on your demonstrated ability to meet or exceed the needs and requirements of Sourcewell and our member agencies within the defined scope of this RFP.

3.37 While Sourcewell does not typically provide product and service specifications, the RFP may contain scope refinements and industry-specific questions. Where specific items are specified, those items should be considered the minimum required, which the proposal can exceed in order to meet Members’ needs.

Sourcewell may award all of the respondent’s proposal or may limit the award to a subset of the proposal. 3 INSTRUCTIONS FOR PREPARING YOUR PROPOSAL
A. INQUIRY PERIOD

4.1 The inquiry period begins on the date of first advertisement and continues until to the Deadline for Submission.” RFP packages will be distributed to potential Vendors during the inquiry period.

B. PRE-PROPOSAL CONFERENCE

4.2 A pre-proposal conference will be held at the date and time specified in the timeline on page one of this RFP. Conference information will be sent to all potential Proposers, and attendance is optional. The purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Only answers issued by written addendum by Sourcewell to questions asked before the deadline for questions are binding on the parties to an awarded contract.

C. IDENTIFICATION OF KEY PERSONNEL

4.3 Awarded Vendors will designate one senior staff member to represent the Vendor to Sourcewell. This contact person will correspond with members for technical assistance, questions, or concerns that may arise, including instructions regarding different contacts for different geographical areas or product lines.

4.4 These designated individuals should also act as the primary contact for marketing, sales, and any other area deemed essential by the Proposer and Sourcewell.

D. PROPOSER’S EXCEPTIONS TO TERMS AND CONDITIONS

4.5 Any exceptions, deviations, or contingencies regarding this RFP that a Proposer requests must be documented on Form C, Exceptions To Proposal, Terms, Conditions And Solutions Request.

4.6 Exceptions, deviations or contingencies requested in the Proposer’s response, while possibly necessary in the view of the Proposer, may result in lower scoring or disqualification of a proposal.

E. PROPOSAL FORMAT

12 4.7 All Proposers must examine the entire RFP package to seek clarification of any item or requirement that may not be clear and to check all responses for accuracy before submitting a proposal.

4.8 All proposals must be properly labeled and sent to “Sourcewell, 202 12th Street NE Staples, MN 56479.”

4.9 All proposals must be physically delivered to Sourcewell at the above address with all required hard copy documents and signature forms/pages inserted as loose pages at the front of the Vendor’s response.

The proposal must include these items.

4.9.1 Hard copy original of completed, signed, and dated Forms C, D, F; hard copy of the signed signature-page only from Forms A and P from this RFP;

4.9.2 Signed hard copies of all addenda issued for the RFP;

4.9.3 Hard copy of Certificate of Insurance verifying the coverage identified in this RFP; and

4.9.4 A complete copy of your response on a flash drive (or other approved electronic means). The electronic copy must contain completed Forms A, B, C, D, F, and P, your statement of products and pricing (including apparent discount), and all appropriate attachments. In order to ensure that your full response is evaluated, you must provide an electronic version of any material that you provide in a hard copy format.

As a public agency, Sourcewell’s proposals, responses, and awarded contracts are a matter of public record, except for such data that is classified as nonpublic. Accordingly, public data is available for review through a properly submitted public records request. To redact nonpublic information from your proposal (under Minnesota Statute §13.37), you must make your request within thirty (30) days of the contract award or non-award date.

4.10 All Proposal forms must be submitted in English and must be legible. All appropriate forms must be executed by an authorized signatory of the Proposer. Blue ink is preferred for signatures.

4.11 Proposal submissions should be submitted using the electronic forms provided. Proposers that use alternative documents are responsible for ensuring that the content is substantially similar to the Sourcewell form and that the document is readable by Sourcewell.

4.12 The Proposer must ensure that the proposal is in the physical possession of Sourcewell before the submission deadline.

4.12.1 Proposals must be submitted in a sealed envelope or box properly addressed to Sourcewell and prominently identifying the proposal number, proposal category name, the message “Hold for Proposal Opening,” and the deadline for proposal submission. Sourcewell is not responsible for untimely proposals. Proposals received by the deadline for proposal submission will be opened and the name of each Proposer and other appropriate information will be publicly read.

4.13 Proposers are responsible for checking directly on the Sourcewell website for any addendums to this RFP. Addendums to this RFP can change the terms and conditions of the RFP, including the proposal submission deadline.

F. QUESTIONS AND ANSWERS ABOUT THIS RFP

4.14 Upon examination of this RFP document, Proposers should promptly notify Sourcewell of any ambiguity, inconsistency, or error they may discover. Interpretations, corrections, and changes to this RFP will be considered by Sourcewell through a written addendum. Interpretations, corrections, or changes that are made in any other manner are not binding, and Proposers must not rely on them.

13 4.15 Submit all questions about this RFP, in writing, referencing SCOREBOARDS, DIGITAL DISPLAYS,

AND VIDEO BOARDS WITH RELATED DESIGN BUILD TECHNOLOGY INTEGRATION, INSTALLATION, SUPPLIES, AND SERVICES to Greg Grunig at Sourcewell, 202 12th Street NE, Staples, MN 56479 or to [email protected]. You may also call Greg Grunig at 218-895-4189.

Sourcewell urges potential Proposers to communicate all concerns well in advance of the submission deadline to avoid misunderstandings. Questions received within seven (7) days before the submission deadline generally cannot be answered. Sourcewell may, however, field purely procedural questions, questions about Sourcewell-issued addenda, or questions involving a Proposer withdrawing its response before the RFP submission deadline.

4.16 If Sourcewell deems that its answer to a question has a material impact on other potential Proposers or on the RFP itself, Sourcewell will create an addendum to this RFP.

4.17 If Sourcewell deems that its answer to a question merely clarifies the existing terms and conditions and does not have a material impact on other potential Proposers or the RFP itself, no further documentation of that question is required.

4.18 Addenda are written instruments issued by Sourcewell that modify or interpret the RFP. All addenda issued by Sourcewell become a part of the RFP. Addenda will be delivered to all Potential Proposers using the same method of delivery of the original RFP material. Sourcewell accepts no liability in connection with the delivery of any addenda. Copies of addenda will also be made available on the Sourcewell website at www.sourcewell-mn.gov (under “Solicitations”) and from the Sourcewell offices. All Proposers must acknowledge their receipt of all addenda in their proposal response.

4.19 Any amendment to a submitted proposal must be in writing and must be delivered to Sourcewell by the RFP submission deadline.

4.20 through 4.21 [These sections are intentionally blank.] G. MODIFICATION OR WITHDRAWAL OF A SUBMITTED PROPOSAL

4.22 A submitted proposal must not be modified, withdrawn, or cancelled by the Proposer for a period of ninety (90) days following the date proposals were opened. Before the deadline for submission of proposals, any proposal submitted may be modified or withdrawn by notice to the Sourcewell Procurement Manager. Such notice must be submitted in writing and must include the signature of the Proposer. The notice must be delivered to Sourcewell before the deadline for submission of proposals and must be so worded as not to reveal the content of the original proposal. The original proposal will not be physically returned to the potential Proposer until after the official proposal opening. Withdrawn proposals may be resubmitted up to the time designated for the receipt of the proposals if they fully conform with the proposal instructions.

H. PROPOSAL OPENING PROCEDURE

4.23 Sealed and properly identified responses for this RFP entitled SCOREBOARDS, DIGITAL

DISPLAYS, AND VIDEO BOARDS WITH RELATED DESIGN BUILD TECHNOLOGY INTEGRATION, INSTALLATION, SUPPLIES, AND SERVICES will be received by Chris Robinson, Procurement Manager, at Sourcewell Offices, 202 12th Street NE, Staples, MN 56479 until the deadline identified on page one of this RFP. All Proposal responses must be submitted in a sealed package. The outside of the package must plainly identify SCOREBOARDS, DIGITAL DISPLAYS, AND VIDEO

BOARDS WITH RELATED DESIGN BUILD TECHNOLOGY INTEGRATION, INSTALLATION, SUPPLIES, AND SERVICES and the RFP number. To avoid premature opening, the Proposer must label the Proposal response properly. Sourcewell documents the receipt of proposals by immediately timeand date-stamping them. At the time of the public opening, the Sourcewell Director of Procurement or a representative from the Sourcewell Proposal Evaluation Committee will read the Proposer’s names aloud and will determine whether each submission has met Level-1 responsiveness.

14 I. SOURCEWELL’S RIGHTS RESERVED

4.24 Sourcewell may exercise the following rights with regard to the RFP.

4.24.1 Reject any and all proposals received in response to this RFP;

4.24.2 Disqualify any Proposer whose conduct or proposal fails to conform to the requirements of this RFP;

4.24.3 Duplicate without limitation all materials submitted for purposes of RFP evaluation, and duplicate all public information in response to data requests regarding the proposal;

4.24.4 Consider and accept for evaluation a late modification of a proposal if 1) the proposal itself was submitted on time, 2) the modifications were requested by Sourcewell, and 3) the modifications make the terms of the proposal more favorable to Sourcewell or its members;

4.24.5 Waive any non-material deviations from the requirements and procedures of this RFP;

4.24.6 Extend the Contract, in increments determined by Sourcewell, not to exceed a total Contract term of five years;

4.24.7 Cancel the Request for Proposal at any time and for any reason with no cost or penalty to Sourcewell;

4.24.8 Correct or amend the RFP at any time with no cost or penalty to Sourcewell. If Sourcewell corrects or amends any segment of the RFP after submission of proposals and before the announcement of the awarded Vendor, all proposers will be afforded a reasonable opportunity to revise their proposals in order to accommodate the RFP amendment and the new submission dates. Sourcewell will not be liable for any errors in the RFP or other responses related to the RFP; and

4.24.9 Extend proposal due dates.
5 PRICING

5.1 Sourcewell requests that potential Proposers respond to this RFP only if they are able to offer a wide array of products and services at lower prices and with better value than what they would ordinarily offer to a single government agency, a school district, or a regional cooperative.

5.2 This RFP requests pricing for an indefinite quantity of products or related services with potential national sales distribution and service. While most RFP categories represent significant sales opportunities, Sourcewell makes no guarantees about the quantity of products or services that members will purchase.

The estimated annual value of this contract is $20 Million.

Vendors are expected to anticipate additional volume through potential government, educational, and notfor-profit agencies that would find value in a national contract awarded by Sourcewell.

5.3 Regardless of the payment method selected by Sourcewell or an Sourcewell member, the total cost associated with any purchase option of the products and services must always be disclosed in the proposal and at the time of purchase.

5.4 All proposers must submit “Primary Pricing” in the form of either “Line-Item Pricing,” or “Percentage Discount from Catalog Pricing,” or a combination of these pricing strategies. Proposers are also encouraged to offer optional pricing strategies such as “Hot List,” “Sourced Products,” and “Volume Discounts,” as well as financing options such as leasing. All pricing documents should include a clear effective date.

15 A. LINE-ITEM PRICING

5.5 Line-item pricing is a pricing format in which individual products or services are offered at specific Contract prices. Products or services are individually priced and described by characteristics such as manufacture name, stock or part number, size, or functionality. This method of pricing may offer the least amount of confusion, but Proposers with a large number of items may find this method cumbersome. In these situations, a percentage discount from catalog or category pricing model may make more sense and may increase the clarity of the contract pricing format.

5.6 All line-item pricing items must be numbered, organized, sectioned (including SKUs, when applicable), and prepared to be easily understood by the Evaluation Committee and members.

5.7 Submit Line-Item Pricing items in an Excel spreadsheet format and include all appropriate identification information necessary to discern the line item from other line items in each Responder’s proposal.

5.8 Line-item pricing must be submitted to Sourcewell in a searchable spreadsheet format (e.g., Microsoft® Excel®) in order to facilitate quickly finding any particular item of interest. For that reason, Proposers are responsible for providing the appropriate product and service identification information along with the pricing information that is typically found on an invoice or price quote for such product or services.

5.9 All products or services typically appearing on an invoice or price quote must be individually priced and identified on the line-item price sheet, including any and all ancillary costs.

5.10 Proposers should provide both a published “List Price” as well as a “Proposed Contract Price” in their pricing matrix. Published List Price will be the standard “quantity of one” price currently available to government and educational customers, excluding cooperative and volume discounts.

B. PERCENTAGE DISCOUNT FROM CATALOG OR CATEGORY

5.11 This pricing model involves a specific percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services being proposed.

5.12 Individualized percentage discounts can be applied to any number of defined product groupings.

5.13 A percentage discount from MSRP may be applied to all elements identified in MSRP, including all manufacturer options applicable to the products or services.

5.14 When a Proposer elects to use “Percentage Discount from Catalog or Category,” Proposer will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP.

C. COST PLUS A PERCENTAGE OF COST

5.15 “Cost plus a percentage of cost” as a primary pricing mechanism is not desirable. It is, however, acceptable for pricing sourced goods or services.

D. HOT LIST PRICING

5.16 Where applicable, a Vendor may opt to offer a specific selection of products or services, defined as “Hot List” pricing, at greater discounts than those listed in the standard Contract pricing. All product and service pricing, including the Hot List Pricing, must be submitted electronically in a format that is acceptable to Sourcewell. Hot List pricing must be submitted in a line-item format. Products and services may be added or removed from the Hot List at any time through an Sourcewell Price and Product Change Form.

16 5.17 Hot List program and pricing may also be used to discount and liquidate close-out and discontinued products and services as long as those close-out and discontinued items are clearly labeled as such. Current ordering process and administrative fees apply. This option must be published and made available to all Sourcewell Members.

E. CEILING PRICE

5.18 Proposal pricing is to be established as a ceiling price. At no time may the proposed products or services be offered under this Contract at prices above this ceiling price without a specific request and approval by Sourcewell. Contract prices may be reduced at any time, for example, to reflect volume discounts or to meet the needs of an Sourcewell Member.

5.19 [This section is intentionally blank.]
F. VOLUME PRICE DISCOUNTS / ADDITIONAL QUANTITIES

5.20 through 5.23 [These sections are intentionally blank.] G. TOTAL COST OF ACQUISITION

5.24 The Total Cost of Acquisition for the equipment/products and related services being proposed, including those payable by Sourcewell Members to either the Proposer or a third party, is the cost of the proposed equipment/products product/equipment and related services delivered and operational for its intended purpose in the end-user’s location. For example, if you are proposing equipment/products FOB Proposer’s dock, your proposal should reflect that the contract pricing does not provide for delivery beyond Proposer’s dock, nor any set-up activities or costs associated with those delivery or set-up activities. Any additional costs for delivery and set-up should be clearly disclosed. In contrast, a proposal could state that there are no additional costs of acquisition if the product is delivered to and operational at the end-user’s location.

H. SOURCED GOOD or OPEN MARKET ITEM

5.25 A Sourced Good or an Open Market Item is a product that a member wants to buy under contract that is not currently available under the Vendor’s Sourcewell contract. This method of procurement can be satisfied through a contract sourcing process. Sourcing options serve to provide a more complete contract solution to meet our members’ needs. Sourced items are generally deemed incidental to the total transaction or purchase of contract items.

5.26 Sourcewell or Sourcewell Members may request products, equipment, and related services that are within the related scope of this RFP, even if they are not included in an awarded Vendor’s line-item price list or catalog. These items are known as Sourced Goods or Open Market Items.

5.27 An awarded Vendor may source such items to the extent that the items are identified as “Sourced Products/Equipment” or “Open Market Items” on any quotation issued in reference to an Sourcewell awarded contract, and that this information is provided to either Sourcewell or an Sourcewell Member.

Sourcewell is not responsible for determining whether a Sourced Good is an incidental portion of the overall purchase or whether a Member is able to consider a Sourced Good a purchase under a Sourcewell contract.

5.28 “Cost plus a percentage” pricing is an acceptable option in pricing of Sourced Goods.

I. PRODUCT & PRICE CHANGES

17 5.29 Awarded Vendors may request product or service changes, additions, or deletions at any time throughout the contract term. All requests must be made in written format by completing the Sourcewell Price and Product Change Request Form (located at the end of this RFP and on the Sourcewell website), signed by an authorized Vendor representative. All changes are subject to review and approval by Sourcewell. Submit your requests through email to your assigned Contract Manager and to [email protected].

5.30 Sourcewell will determine whether the request is both within the scope of the original RFP and in the best interests of Sourcewell and Sourcewell Members. Approved Price and Product Change Request Forms will be returned to the Vendor contact through email.

5.31 The Vendor must 1) complete this change request form and individually list or attach all items subject to change, 2) provide a sufficiently detailed explanation and documentation for the change, and 3) include a compete restatement of pricing document in appropriate format (preferably Excel). The pricing document must identify all products and services being offered and must conform to the following Sourcewell product and price change naming convention: (Vendor Name) (Sourcewell Contract #) (effective pricing date); for example, “COMPANY 012411-CPY effective 02-12-2016.”

5.32 The new pricing restatement must include all products and services offered, even for those items whose pricing remains unchanged, and must include a new effective date on the pricing documents. This requirement reduces confusion by providing a single, current pricing sheet for each vendor and creates a historical record of pricing.

5.33 ADDITIONS. New products and related services may be added to a Contract resulting from this RFP at any time during that Contract term to the extent that those products and related services are within the scope of this RFP. Allowable new products and related services generally include updated models of products and enhanced services that reflect new technology and improved functionality.

5.34 DELETIONS. New products and related services may be deleted from a contract if an item is no longer available.

5.35 PRICE CHANGES. A Vendor may request pricing changes by providing reasonable justification for the change. For example, a request for a 3% increase in a product line that relies heavily on petroleum products may be reasonable if the raw cost of required petroleum products has increased substantially.

Conversely, a request for a 3% increase in prices based only on a 3% increase in a cost-of-living index may be considered unreasonable. Although Sourcewell is sensitive to the possibility of fluctuations in raw material costs, prospective Vendors should make every reasonable attempt to account for normal cost changes by proposing pricing that will be effective throughout the duration of the four-year Contract.

5.35.1 Price decreases: Sourcewell expects Vendors to propose their very best prices and anticipates price reductions that are due to advancement in technology and marketplace efficiencies.

5.35.2 Price increases: A Vendor must include reasonable documentation for price-increase requests, along with both current and proposed pricing. Appropriate documentation should be attached to the Price and Product Change Request Form, including letters from suppliers announcing price increases. Price increases must not exceed the industry standard.

5.36 through 5.37 [These sections are intentionally blank.]

5.38 Proposers representing multiple manufacturers, or carrying multiple related product lines may also request the addition of new manufacturers or product lines to their Contract to the extent they remain within the scope of this RFP.

5.39 through 5.43 [These sections are intentionally blank.]

18 K. SALES TAX

5.44 Sales and other taxes should not be included in the prices quoted. The Vendor will charge state and local sales and other applicable taxes on items for which a valid tax-exemption certification has not been provided. Each Sourcewell Member is responsible for providing verification of tax-exempt status to the Vendor. When ordering, Sourcewell Members must indicate that they are tax-exempt entities. Except as set forth herein, no party is responsible for taxes imposed on another party as a result of or arising from the transactions under a Contract resulting from this RFP.

L. SHIPPING

5.45 Shipping costs can constitute a significant portion of the overall cost of procurement. Consequently, significant weight will be given to the quality of a prospective Vendor’s shipping program. Shipping charges should reasonably reflect the actual cost of shipping. Sourcewell understands that Vendors may use other shipping cost methods for simplicity or for transparency. But to the extent that shipping costs are determined to disproportionately increase a Vendor’s profit, Sourcewell may reduce the points awarded in the “Pricing” criteria.

5.46 through 5.47 [These sections are intentionally blank.]

5.48 All shipping and restocking fees must be identified in the price program. Certain industries providing made-to-order products may not allow returns. Proposals will be evaluated not only on the actual costs of shipping, but on the relative flexibility extended to Sourcewell Members relating to restocking fees, shipping errors, customized shipping requirements, the process for rejecting damaged or delayed shipments, and similar subjects.

5.49 through 5.50 [These sections are intentionally blank.]

5.51 Delivered products must be properly packaged. Damaged products may be rejected. If the damage is not readily apparent at the time of delivery, the Vendor must permit the products to be returned within a reasonable time at no cost to Sourcewell or Sourcewell Members. Sourcewell and Sourcewell Members reserve the right to inspect the products at a reasonable time subsequent to delivery where circumstances or conditions prevent effective inspection of the products at the time of delivery.

5.52 The Vendor must deliver Contract-conforming products in each shipment and may not substitute products without the express approval from Sourcewell or the Sourcewell Member.

5.53 Sourcewell reserves the right to declare a breach of Contract if the Vendor intentionally delivers substandard or inferior products that are not under Contract and described in its paper or electronic price lists or sourced upon request of any Member under this Contract. In the event of the delivery of nonconforming products, the Sourcewell Member will notify the Vendor as soon as possible and the Vendor will replace nonconforming products with conforming products that are acceptable to the Sourcewell member.

5.54 Throughout the term of the Contract, Proposer agrees to pay for return shipment on products that arrive in a defective or inoperable condition. Proposer must arrange for the return shipment of the damaged products.
6 EVALUATION OF PROPOSALS
A. PROPOSAL EVALUATION PROCESS

19 6.1 The Sourcewell proposal evaluation committee will evaluate proposals received based on a 1,000 point evaluation system. The committee establishes both the evaluation criteria and designates the relative weight of each criterion by assigning possible scores for each category on Form G of this RFP. The committee may adjust the relative weight of the criteria for each RFP. (For example, if the “Warranty” criterion does not apply to a particular RFP, the points normally awarded under “Warranty” may be used to increase the number of potential points in another evaluation category or categories.) The “Pricing” criterion will contain at least a plurality of points for every RFP.

6.2 Sourcewell uses a scoring system that gives primary importance to “Pricing.” But pricing includes more than just the absolute lowest initial cost of purchasing, for example, a particular product. Other considerations include the total cost of the acquisition and whether the Proposer’s offering represents the best value. The evaluation committee may consider such factors as life-cycle costs, total cost of ownership, quality, and the suitability of an offering in meeting Sourcewell Members’ needs. Pricing points may be awarded based on pricing clarity and ease of use. Sourcewell may also award points based on whether a response contains exceptions, exclusions, or limitations of liabilities.

6.3 The Sourcewell Executive Director and Chief Procurement Officer will consider making awards to the selected Proposer(s) based on the recommendations of the proposal evaluation committee. To qualify for the final evaluation, a Proposer must have been deemed responsive as a result of the criteria set forth under “Proposer Responsiveness,” found just below.

B. PROPOSER RESPONSIVENESS

6.4 All responses are evaluated for Level-One and Level-Two Responsiveness. If a response does not substantially conform to substantially all of the terms and conditions in the solicitation, or if it requires unreasonable exceptions, it may be considered nonresponsive.

6.5 All proposals must contain suitable responses to the questions in the proposal forms. The following requirements must be satisfied in order to meet Level-One Responsiveness, which is typically ascertained on the proposal opening date. If these standards are not met, your response may be disqualified as nonresponsive.

6.6 Level-One Responsiveness means that the response

6.6.1 is received before the deadline for submission or it will be returned unopened;

6.6.2 is properly addressed and identified as a sealed proposal with a specific RFP number and an opening date and time;

6.6.3 contains a pricing document (with apparent discounts) and all other forms fully completed, even if “not applicable” is the answer;

6.6.4 includes the original (hard copy) completed, dated, and signed RFP forms C, D, and F. In addition, the response must include the hard-copy signed signature page only from RFP Forms A and P and, if applicable, all signed addenda that have been issued in relation to this RFP;

6.6.5 contains an electronic (CD, flash drive, or other suitable) copy of the entire response; and

6.7 Level-Two Responsiveness (including whether the response is within the RFP’s scope) is determined while evaluating the remaining items listed under Proposal Evaluation Criteria below. These items are not arranged in order of importance. Each item draws from multiple questions, and a Proposer’s responses may affect scoring in multiple evaluation criteria. For example, the answers to Industry-Specific Questions may help determine scoring relative to a Proposer’s marketplace success, ability to sell and service nationwide, and financial strength. Any questions not answered without an explanation will likely result in a loss of

20 points and may lead to a nonaward if the proposal evaluation committee cannot effectively review your response.

C. PROPOSAL EVALUATION CRITERIA

6.8 Forms A and P include a series of questions that address the following categories:

6.8.1 Company Information and Financial Strength

6.8.2 Industry Requirements and Marketplace Success

6.8.3 Ability to Sell and Deliver Service Nationwide

6.8.4 Marketing Plan

6.8.5 Other Cooperative Procurement Contracts

6.8.6 Value-Added Attributes

6.8.7 Payment Terms and Financing Options

6.8.8 Warranty

6.8.9 Equipment/Products/Services

6.8.10 Pricing and Delivery

6.8.11 Industry-Specific Questions

6.9 [This section is intentionally blank.]
D. OTHER CONSIDERATIONS

6.10 In evaluating RFP responses, Sourcewell has no obligation to consider information that is not provided in the Proposer’s response. Sourcewell may, however, consider additional information outside the Proposer’s response. This research may include such sources as the Proposer’s website, industry publications, listed references, and user interviews.

6.11 Sourcewell may organize RFP responses into separate classes or subcategories, depending on the range of responses. For example, Sourcewell might receive numerous submissions for “Widgets and Related Products and Services.” Sourcewell may organize these responses into subcategories, such as manufacturers of fully operational Widgets, manufacturers of component parts for Widgets, and providers of parts and service for Widgets. Sourcewell reserves the right to award Proposers in some or all of such subcategories without regard to the evaluation score given to Proposers in another subcategory. This specifically allows Sourcewell to award Vendors that might not have, for instance, the breadth of products of Proposers in another subcategory, but that nonetheless meet a substantial and articulated need of Sourcewell Members.

6.12 [This section is intentionally blank.]

6.13 Sourcewell reserves the right to request and test equipment/products and related services and to seek clarification from Proposers. Before the Contract award, the Proposer must furnish the requested information within three (3) days (or within another agreed-to time frame) or provide an explanation for the delay along with a requested time frame for providing the requested information. Proposers must make reasonable efforts to supply test products promptly. All Proposer products remain the property of the Proposer, and Sourcewell will return such products after the evaluation process. Sourcewell may make provisional contract awards, subject to a Proposer’s proper response to a request for information or products.

6.14 A Proposer’s past performance under previously awarded contracts to schools, governmental agencies, and not-for-profit entities is relevant in evaluating a Proposer’s current response. Past performance includes

21 the Proposer’s record of conforming to published specifications and to standards of good workmanship, as well as the Proposer’s history for reasonable and cooperative behavior and for commitment to Member satisfaction. Incumbency as an awarded Vendor does not, by itself, merit positive consideration for a future Contract award.

6.15 Sourcewell reserves the right to reject any or all proposals.

E. COST COMPARISON

6.16 Sourcewell may use a variety of evaluation methods, including cost comparisons of specific products.

Sourcewell reserves the right to use this process when the proposal evaluation committee determines that this will help to make a final determination.

6.17 This direct cost comparison process will award points for being low to high Proposer for each cost evaluation item selected. A “Market Basket” of identical (or substantially similar) equipment/products and related services may be selected by the proposal evaluation committee, and the unit cost will be used as a basis for determining the point value. Sourcewell will select the “Market Basket” from all appropriate product categories as determined by Sourcewell.

F. MARKETING PLAN

6.18 A Proposer’s marketing plan is a critical component of the RFP response. An awarded Vendor’s sales force will likely be the primary source of communication with Sourcewell Members and will directly affect the contract’s success. Marketing success depends on communicating the contract’s value, knowing the contract thoroughly, and communicating the proper use of contracted products and services to the end user. Much of the success and sales reward is a direct result of the commitment to the contract by the awarded Vendor’s sales teams. Sourcewell reserves the right to deem a Proposer Level-Two nonresponsive or not to award a contract based on an unacceptable or incomplete marketing plan.

6.19 Sourcewell marketing expectations include the following components.

6.19.1 An awarded Vendor must demonstrate the ability to deploy a national sales force or dealer network. The best RFP responses demonstrate the ability to sell, deliver, and service products through acceptable distribution channels to Sourcewell members in all 50 states. Proposers’ responses should fully demonstrate their sales and service capabilities, should outline their national sales force network (both numerically geographically), and should describe their method of distribution of the offered products and related services. Service may be independent of the product sales pricing, but Sourcewell encourages related services to be a part of Proposers’ response.

Despite its preference for awarding contracts to Vendors that demonstrate nationwide sales and service, Sourcewell reserves the right to award contracts that meet specific Member needs locally or regionally.

6.19.2 Proposers are invited to demonstrate their ability to successfully market, promote, and communicate the benefits of an Sourcewell contract to current and potential Members nationwide.

Sourcewell desires a marketing plan that communicates the value of the contract to as many Members as possible.

6.19.3 Proposers are expected to be receptive to Sourcewell trainings. Awarded Vendors must provide an appropriate training venue for both management and the sales force. Sourcewell commits to providing training on all aspects of communicating the value of the awarded contract, including the authority of Sourcewell to offer the contract to its Members, the value and utility the contract delivers to Sourcewell Members, the scope of Sourcewell Membership, the authority of

22 Members to use Sourcewell procurement contracts, the preferred marketing and sales methods, and the successful use of specific business sector strategies.

6.19.4 Awarded Vendors are expected to demonstrate a commitment to fully embrace the Sourcewell contract. Proposers should identify both the appropriate levels of sales management and sales force that will need to understand the value of the Sourcewell contract, as well as the internal procedures needed to deliver the appropriate messaging to Sourcewell Members.

Sourcewell will provide a general schedule and a variety of methods describing when and how those individuals should be trained.

6.19.5 Proposers should outline their proposed involvement in promoting a Sourcewell contract through applicable industry trade show exhibits and related customer meetings. Proposers are encouraged to consider participation with Sourcewell at Sourcewell-endorsed national trade shows.

6.19.6 Proposers must exhibit the willingness and ability to actively market and develop contractspecific marketing materials including the following items.

6.19.6.1 Complete Marketing Plan. Proposers must submit a marketing plan outlining how they will launch the Sourcewell contract to current and potential Sourcewell Members.

Sourcewell requires awarded Vendors to embrace and actively promote the contract in cooperation with Sourcewell.

6.19.6.2 Printed Marketing Materials. Awarded Vendors will produce and maintain full color print advertisements in camera-ready electronic format, including company logos and contact information to be used in the Sourcewell directory and other approved marketing publications.

6.19.6.3 Contract announcements and advertisements. Proposers should outline in the marketing plan their anticipated contract announcements, advertisements in industry periodicals, and other direct or indirect marketing activities promoting the awarded Sourcewell contract.

6.19.6.4 Proposer’s Website. Proposers should identify how an awarded Contract will be displayed and linked on the Proposer’s website. An online shopping experience for Sourcewell Members is desired whenever possible.

6.19.7 A Sourcewell Vendor contract launch will be scheduled during a reasonable time frame after the award and held at the Sourcewell office in Staples, MN unless the Vendor and Sourcewell agree to a different location.

6.20 Proposer shall identify their commitment to develop a sales/communication process to facilitate Sourcewell membership and establish status of current and potential agencies/members. Proposer should further express their commitment to capturing sufficient member information as is deemed necessary by Sourcewell.

G. CERTIFICATE OF INSURANCE

6.21 Proposers must provide evidence of liability insurance coverage identified below in the form of a Certificate of Insurance (COI) or an ACORD binder form with their proposal. Upon an award issued under this RFP and before the execution of any commerce relating to such award, the awarded Vendor must provide verification, in the form of a Certificate of Insurance, identifying the coverage required below and identifying Sourcewell as a “Certificate Holder.” The Vendor must maintain such insurance coverage at its own expense throughout the term of any contract resulting from this solicitation.

23 6.22 Any exceptions or assumptions to the insurance requirements must be identified on Form C of this RFP. Exceptions and assumptions will be considered as part of the evaluation process. Any exceptions or assumptions that Proposers submit must be specific. If a Proposer does not include specific exceptions or assumptions when submitting the proposal, Sourcewell will typically not consider any additional exceptions or assumptions during the evaluation process. Upon contract award, the awarded Vendor must provide the Certificate of Insurance identifying the coverage as specified.

6.23 Insurance Liability Limits. The awarded Vendor must maintain, for the duration of its contract, $1.5 million in general liability insurance coverage or general liability insurance in conjunction with an umbrella for a total combined coverage of $1.5 million. Work on the Contract will not begin until after the awarded Vendor has submitted acceptable evidence of the required insurance coverage. Failure to maintain any required insurance coverage or an acceptable alternative method of insurance will be deemed a breach of contract.

6.23.1 Minimum Scope and Limits of Insurance. A n a w a r d e d Vendor must provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a “following form” basis.

6.23.1.1 Commercial General Liability—Occurrence Form
Policy shall include bodily injury, property damage and broad form contractual liability and XCU coverage.

6.23.1.2 Each Occurrence $1,500,000

6.24 Insurance Requirements: The limits listed in this RFP are minimum requirements for this Contract and in no way limit any indemnity covenants contained in this Contract. Sourcewell does not warrant that the minimum limits contained herein are sufficient to protect the Vendor from liabilities that might arise out of the performance of the work under this Contract by the Vendor, its agents, representatives, employees, or subcontractors, and t h e Vendor is free to purchase additional insurance as may be determined necessary.

6.25 Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the State of Minnesota and with an “A.M. Best” rating of not less than A- VII. Sourcewell does not warrant that the above required minimum insurer rating is sufficient to protect the Vendor from potential insurer solvency.

6.26 Subcontractors: Vendors’ certificate(s) must include all subcontractors as additional insureds under its policies, or the Vendor must furnish to Sourcewell separate certificates for each subcontractor. All coverage for subcontractors are be subject to the minimum requirements identified above.

H. ORDER PROCESS AND/OR FUNDS FLOW

6.27 Sourcewell Members typically issue a purchase order directly to a Vendor under a Contract resulting from this RFP. Alternatively, a separate contract may be created to facilitate acquiring products or services offered in response to this RFP. Nothing in this Contract restricts the Member and Vendor from agreeing to add terms or conditions to a purchase order or a separate contract provided that such terms or conditions must not be less favorable to Sourcewell’s Members.

6.28 [This section is intentionally blank.]
I. ADMINISTRATIVE FEES

6.29 Vendors will pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating this Contract with its current and potential Members. Sourcewell may grant a conditional contract award to a

24 Proposer if the proposed administrative fee is unclear, inadequate, or unduly burdensome for Sourcewell to administer. Sales under this Contract should not be processed until the parties resolve the administrative fee issue.

6.29.1 The administrative fee is typically calculated as a percentage of the dollar volume of all products and services by Sourcewell Members under this Contract, including anything represented to Sourcewell Members as falling under this Contract.

6.29.2 The administrative fee is included in, and not added to, the pricing included in Proposer’s response to the RFP. Awarded Vendors must not charge Sourcewell Members more that permitted in the then current price list in order to offset the administrative fee.

6.29.3 The administrative fee is designed to cover the costs of Sourcewell’s involvement in contract management, facilitating marketing efforts, Vendor training, and any order processing tasks relating to the Contract. Administrative fees may also be used for other purposes as allowed by Minnesota law.

6.29.4 The typical administrative fee under this Contract is two percent (2%). While Sourcewell does not dictate the particular fee percentage, we require that the Proposer articulate a specific fee in its response. For example, merely stating that “we agree to pay an administrative fee” is considered nonresponsive. Sourcewell acknowledges that the administrative fee percentage may differ between vendors, industries, and responses.

6.29.5 Sourcewell awarded Vendors are responsible for paying the administrative fee at least quarterly and for generating all related reporting. Vendors agree to cooperate with Sourcewell in auditing these reports to ensure that the administrative fee is paid on all items purchased under the Contract.

6.29.6 [This section is intentionally blank.]

6.30 through 6.32 [This section is intentionally blank.] J. VALUE–ADDED ATTRIBUTES

6.33 Desirability of Value-Added Attributes: Value-added attributes in an RFP response will be given positive consideration in Sourcewell’s evaluation process. Such attributes may increase the benefit of a product or service by improving functionality, performance, maintenance, manufacturing, delivery, energy efficiency, ordering, or other items while remaining within the scope of this RFP.

6.34 Women and Minority Business Enterprise (WMBE), Small Business, and Other Favored Businesses: Some Sourcewell Members give formal preference to certain types of vendors or contractors.

Proposers should document WMBE (or other) status for both their organization and for any affiliates (e.g., supplier networks) involved in fulfilling the terms of this RFP. The ability of a Proposer to provide preferred business entity “credits” to Sourcewell and Sourcewell Members under a Contract will be evaluated positively by Sourcewell and reflected in the “value added” area of the evaluation.

6.35 Environmentally Preferred Purchasing Opportunities: Many Sourcewell Members consider the environmental impact of the products and services they purchase. “Green” characteristics demonstrated by Proposers will be evaluated positively by Sourcewell and reflected in the “value added” area of the evaluation. Please identify any green characteristics of any offering in your proposal and identify the sanctioning body determining that characteristic. Where appropriate, please indicate which products have been certified as green and by which certifying agency.

6.36 Online Requisitioning Systems: When applicable, online requisitioning systems will be viewed as a value-added characteristic. Proposers should demonstrate how their system makes online ordering easier

25 for Sourcewell Members, including how Members could integrate their current e-Procurement or enterprise resource planning (ERP) systems into the Proposer’s ordering process.

6.37 Financing: The ability of the Proposer to provide financing solutions to Members for the products and services being proposed will be viewed as a value-added attribute.

6.38 Technology: Technological advances that appreciably improve the proposed products or services will be considered value-added attributes.

K. WAIVER OF FORMALITIES

6.39 Sourcewell reserves the right to waive minor formalities (or to accept minor irregularities) in any proposal, when it determines that considering the proposal may be in the best interest of its Members.

7 POST-AWARD OPERATING ISSUES
A. SUBSEQUENT AGREEMENTS

7.1 Purchase Order. Purchase orders for products and services may be executed between Sourcewell Members and the awarded Vendor (or Vendor’s sub-contractors) under this Contract. Sourcewell Members and Vendors must indicate on the face of such purchase orders that “This purchase order is issued under Sourcewell contract #XXXXXX” (insert the relevant contract number). Purchase order flow and procedure will be developed jointly between Sourcewell and an awarded Vendor after an award is made.

7.2 Governing Law. Purchase orders must be construed in accordance with, and governed by, the laws of a competent jurisdiction with respect to the Member. (See also Section 8.5 of this RFP.) All provisions required by law to be included in the purchase order should be read and enforced as if they were included.

If through mistake or otherwise any such provision is not included, then upon application of either party the Contract shall be physically amended to make such inclusion or correction. The venue for any litigation arising out of disputes related to purchase order will be a court of competent jurisdiction with respect to the Member.

7.3 Additional Terms and Conditions. Additional terms and conditions to a purchase order may be proposed by Sourcewell, Sourcewell Members, or Vendors. Acceptance of these additional terms and conditions is optional to all parties to the purchase order. One purpose of these additional terms and conditions is to address job- or industry-specific requirements of law such as prevailing wage legislation.

Additional terms and conditions may also include specific local policy requirements and standard business practices of the issuing Member or the Vendor. Such additional terms and conditions are not considered valid to the extent that they interfere with the general purpose, intent, or currently established terms and conditions contain in this RFP document. For example, a Vendor and Member may agree to add a “net 30” payment requirement to the purchase order instead of applying a “net 10” requirement. But the added terms and conditions must not be less favorable to the Member unless Sourcewell, the Member, and the Vendor agree to a Contract amendment or similar modification.

7.4 Specialized Service Requirements. In the event that the Sourcewell Member desires service requirements or specialized performance requirements (such as e-commerce specifications, specialized delivery requirements, or other specifications and requirements) not addressed in the Contract resulting from this RFP, the Sourcewell Member and the Vendor may enter into a separate, standalone agreement, apart from a Contract resulting from this RFP. Any proposed service requirements or specialized performance requirements require pre-approval by the Vendor. Any separate agreement developed to address these specialized service or performance requirements is exclusively between the Sourcewell Member and Vendor. Sourcewell, its agents, and employees shall not be made a party to any claim for breach of such agreement. Product sourcing is not considered a service. Sourcewell Members will need to

26 conduct procurements for any specialized services not identified as a part of or within the scope of the awarded Contract.

7.5 Performance Bond. At the request of the Member, a Vendor will provide all performance bonds typically and customarily required in their industry. These bonds will be issued pursuant to the requirements of purchase orders for products and services. If a purchase order is cancelled for lack of a required performance bond by the member agency, Sourcewell recommends that the current pending purchase order be canceled. Each Member has the final decision on purchase order continuation. Any performance bonding required by the Member, the Member’s state laws, or by local policy is to be mutually agreed upon and secured between the Vendor and the Member.

7.6 Asset Management Contracts: Asset Management-type Contracts can be initiated under a Contract resulting from this RFP at any time during the term of this Contract. Such a contract could involve, for example, picking up, storing, repairing, inventorying, salvaging, and delivery products falling within the scope of this Contract. The intention in using Asset Management Contracts is to promote the long-term efficiency of Sourcewell’s contracts by (among other things) extending the use and re-use of products.

Asset Management Contracts cannot be created under this Contract unless they are executed within the authorized term of a Contract resulting from this RFP. The actual term of the Asset Management Contract may, however, extend beyond the expiration date of this Contract.

B. SOURCEWELL MEMBER SIGN-UP PROCEDURE

7.7 Awarded Vendors are responsible for familiarizing their sales and service forces with the various forms of Sourcewell membership documentation and will encourage and assist potential Members in establishing membership with Sourcewell. Sourcewell membership is available at no cost, obligation, or liability to the Member or the Vendor.

C. REPORTING OF SALES ACTIVITY

7.8 Awarded Vendors must report at least quarterly the total gross dollar volume of all products and services purchased by Sourcewell Members as it applies to this RFP and Contract. This report must include the name and address of the purchasing agency, Member number, amount of purchase, and a description of the items purchased.

7.8.1 Zero sales reports: Awarded Vendors must provide a quarterly Contract sales report regardless of the amount of sales.

D. AUDITS

7.9 Sourcewell relies substantially on the reasonable auditing efforts of both Members and awarded Vendors to ensure that Members are obtaining the products, services, pricing, and other benefits under all Sourcewell contracts. Nonetheless, the Vendor must retain and make available to Sourcewell all order and invoicing documentation related to purchases that Members make from the Vendor under the awarded Contract. Sourcewell must not request such information more than once per calendar year, and Sourcewell must make such requests in writing with at least fourteen (14) days’ notice. Sourcewell may employ an independent auditor at its own expense or conduct an audit on its own. In either event, the Vendor agrees to cooperate fully with Sourcewell or its agents in order to ensure compliance with this Contract.

E. HUB PARTNER

7.10 Hub Partner: Sourcewell Members may request special services through a “Hub Partner” for the purpose of complying with a law, regulation, or rule that an Sourcewell Member deems to apply in its jurisdiction. Hub Partners may bring value to the proposed transactions through consultancy, through qualifying for disadvantaged business entity credits, or through other means.

27 7.11 Hub Partner Fees: Sourcewell Members are responsible for any transaction fees, costs, or expenses that arise under this Contract for special service provided by the Hub Partner. The fees, costs, or expenses levied by the Hub Vendor must be clearly itemized in the transaction documentation. To the extent that the Vendor stands in the chain of title during a transaction resulting from this RFP, the documentation must clearly indicate that the transaction is “Executed for the Benefit of [Sourcewell Member name].” F. TRADE-INS

7.12 The value in US Dollars for Trade-ins will be negotiated between Sourcewell or an Sourcewell Member, and an Awarded Vendor. That identified “Trade-In” value shall be viewed as a down payment and credited in full against the Sourcewell purchase price identified in a purchase order issued pursuant to any Awarded Sourcewell procurement contract. The full value of the trade-in will be consideration.

G. OUT OF STOCK NOTIFICATION

7.13 The Vendor must immediately notify Sourcewell Members when they order an out-of-stock item. The Vendor must also tell the Member when the item will be available and whether there are equivalent substitutes. The Member must have the option of accepting the suggested substitute or canceling the item from the order. Under no circumstance may the Vendor make unauthorized substitutions. Unfilled or substituted items must be indicated on the packing list.

H. CONTRACT TERMINATION FOR CAUSE AND WITHOUT CAUSE

7.14 Sourcewell reserves the right to cancel all or any part of this Contract if the Vendor fails to fulfill any material obligation, term, or condition as described in the following procedure. Before any such termination for cause, Sourcewell will provide written notice to the Vendor, an opportunity to respond, and a reasonable opportunity to cure the breach. The following are some examples of material breaches.

7.14.1 The Vendor provides products or services that do not meet reasonable quality standards and that are not remedied under the warranty;

7.14.2 The Vendor fails to ship the products or to provide the services within a reasonable amount of time;

7.14.3 Sourcewell reasonably believes that the Vendor will not or cannot perform to the requirements or expectations of the Contract, Sourcewell issues a request for assurance, and the Vendor fails to respond;

7.14.4 The Vendor fails to fulfill any of the material terms and conditions of the Contract;

7.14.5 The Vendor fails to follow the established procedure for purchase orders, invoices, or receipt of funds as established by Sourcewell and the Vendor;

7.14.6 The Vendor fails to properly report quarterly sales;

7.14.7 The Vendor fails to actively market this Contract within the guidelines provided in this RFP and defined in the Sourcewell contract launch.

7.15 Upon receipt of the written notice of breach, the Vendor will have ten (10) business days to provide a satisfactory response to Sourcewell. If the Vendor fails to reasonably address all issues in the written notice, Sourcewell may terminate the Contract immediately. If Sourcewell allows the Vendor more time to remedy the breach, such forbearance does not limit Sourcewell’s authority to immediately terminate the Contract

28 for continued breaches for which notice was given to the Vendor. Termination of the Contract for cause does not relieve either party of the financial, product, or service obligations incurred before the termination.

7.16 Sourcewell may terminate the Contract if the Vendor files for bankruptcy protection or is acquired by an independent third party. The Vendor must disclose to Sourcewell any litigation, bankruptcy, or suspensions/disbarments that occur during the Contract period. Failure to disclose such information authorizes Sourcewell to immediately terminate the Contract.

7.17 Sourcewell may terminate the Contract without cause by giving the Vendor sixty (60) days’ written notice of termination. Termination of the Contract without cause does not relieve either party of the financial, product, or service obligations incurred before the termination.

7.18 Sourcewell may immediately terminate any Contract without further obligation if any Sourcewell employee significantly involved in initiating, negotiating, securing, drafting, or creating the Contract on behalf of Sourcewell has colluded with any Proposer for personal gain. Sourcewell may also immediately cancel a Contract if it finds that gratuities, in the form of entertainment, gifts or otherwise, were offered or given by the Vendor or any agent or representative of the Vendor, to any employee of Sourcewell. Such terminations are effective upon written notice from Sourcewell or at a later date designated in the notice.

Termination of the Contract does not relieve either party of the financial, product, or service obligations incurred before the termination.
8 GENERAL TERMS AND CONDITIONS

8. ADVERTISING A CONTRACT RESULTING FROM THIS RFP

8.1 Proposer/Vendor must not advertise or publish information concerning this Contract before the award is announced by Sourcewell. Once the award is made, a Vendor is expected to advertise the awarded Contract to both current and potential Sourcewell Members.

B. APPLICABLE LAW

8.2 [This section is intentionally blank.]

8.3 Sourcewell Compliance with Minnesota Procurement Law: Sourcewell has designed its procurement process to comply with best practices in the State of Minnesota. Sourcewell’s solicitation methods are also created to comply with many of the various requirements that our Members must satisfy in their own procurement processes. But these requirements may differ considerably and may change from time to time. So each Sourcewell Member must make its own determination whether Sourcewell’s solicitation process satisfies the procurement rules in the Member’s jurisdiction.

8.4 Governing law with respect to delivery and acceptance: All applicable portions of the Minnesota Uniform Commercial Code, all other applicable Minnesota laws, and the applicable laws and rules of delivery and inspection of the Federal Acquisition Regulations (FAR) laws will govern Sourcewell contracts resulting from this solicitation.

8.5 Jurisdiction: Any claims that arise against Sourcewell pertaining to this RFP, and any resulting contract that develops between Sourcewell and any other party, must be brought only in courts in Todd County in the State of Minnesota unless otherwise agreed to.

8.5.1 Purchase orders or other agreements created pursuant to a contract resulting from this solicitation must be construed in accordance with, and governed by, the laws of the issuing Member. Any claim arising from such a purchase order or agreement must be filed and venued in a court of competent jurisdiction of the Member unless otherwise agreed to.

8.6 through 8.7 [This section is intentionally blank.]

29 8.8 Indemnification: Each party is responsible for its own acts and is not responsible for the acts of the other party and the results thereof. Sourcewell’s liability is governed by the Minnesota Tort Claims Act (Minn. Stat. §3.736) and other applicable law.

8.9 Prevailing wage: The Vendor must comply with applicable prevailing wage legislation in effect in the jurisdiction of the Sourcewell Member. The Vendor must monitor the prevailing wage rates as established by the appropriate federal governmental entity during the term of this Contract and adjust wage rates accordingly.

8.10 Patent and copyright infringement: The Vendor agrees to indemnify and hold harmless Sourcewell and Sourcewell Members against any and all suits, claims, judgments, and costs instituted or recovered against the Vendor, Sourcewell, or Sourcewell Members by any person on account of the use or sale of any articles by Sourcewell or Sourcewell Members if the Vendor supplied such articles in violation of applicable patent or copyright laws.

C. ASSIGNMENT OF CONTRACT

8.11 No right or interest in this Contract may be assigned or transferred by the Vendor without prior written permission by Sourcewell. No delegation of any duty of the Vendor under this Contract may be made without prior written permission of Sourcewell. Sourcewell will notify Members by posting approved assignments on the Sourcewell website (www.sourcewell-mn.gov).

8.12 If the original Vendor sells or transfers all assets or the entire portion of the assets used to perform this Contract, a successor-in-interest must perform all obligations under this Contract. Sourcewell reserves the right to reject the acquiring entity as a Vendor. A change of name agreement will not change the contractual obligations of the Vendor.

D. LIST OF PROPOSERS

8.13 Sourcewell will not maintain a list of interested proposers, nor will it automatically send RFPs to them.

All interested proposers must request the RFP as a result of Sourcewell’s national solicitation advertisements. Because of the wide scope of the potential Members and qualified national suppliers, Sourcewell has determined this to be the best method of fairly soliciting proposals.

E. CAPTIONS, HEADINGS, AND ILLUSTRATIONS

8.14 The captions, illustrations, headings, and subheadings in this RFP are for convenience and ease of understanding and in no way define or limit the scope or intent of this request.

F. DATA PRACTICES

8.15 All materials submitted in response to this RFP become Sourcewell’s property and become public records (under Minn. Stat. §13.591) after the evaluation process is completed. If the Proposer submits information in response to this RFP that it requests to be classified as nonpublic information (as defined by the Minnesota Government Data Practices Act, Minn. Stat. §13.37), the Proposer must meet the following requirements.

8.15.1 The Proposer must make the request within thirty (30) days of the award/nonaward notification, and include the appropriate statutory justification. Pricing, marketing plans, and financial information is generally not redactable. The Sourcewell Legal Department will review the request to determine whether the information can be withheld or redacted. If Sourcewell determines that it must disclose the information upon a proper request for such information, Sourcewell will inform the Proposer of such determination.

30 8.15.2 The Proposer must defend any action seeking release of the materials that it believes to be nonpublic information, and it must indemnify and hold harmless Sourcewell, its agents, and employees, from any judgments or damages awarded against Sourcewell in favor of the party requesting the materials, and any and all costs connected with that defense. This indemnification survives the term of any contract awarded under this RFP. In submitting a response to this RFP, the Proposer agrees that this indemnification survives as long as Sourcewell possesses the confidential information.

8.16 [This section is intentionally blank.]
G. ENTIRE AGREEMENT

8.17 This Contract, as defined herein, constitutes the entire agreement between the parties to this Contract.

A Contract resulting from this RFP is formed when the vendor, Sourcewell Executive Director and Chief Procurement Officer approves and signs the applicable Contract Award & Acceptance document (Form E).

H. FORCE MAJEURE

8.18 Except for payments of sums due, neither party is liable to the other nor deemed in default under this Contract if and to the extent that such party’s performance of this Contract is prevented due to force majeure. The term “force majeure” means an occurrence that is beyond the control of the party affected and occurs without its fault or negligence including, but not limited to, the following: acts of God, acts of the public enemy, war, riots, strikes, mobilization, labor disputes, civil disorders, fire, flood, snow, earthquakes, tornadoes or violent wind, tsunamis, wind shears, squalls, Chinooks, blizzards, hail storms, volcanic eruptions, meteor strikes, famine, sink holes, avalanches, lockouts, injunctions-intervention-acts, terrorist events or failures or refusals to act by government authority and/or other similar occurrences where such party is unable to prevent by exercising reasonable diligence. The force majeure is deemed to commence when the party declaring force majeure notifies the other party of the existence of the force majeure and is deemed to continue as long as the results or effects of the force majeure prevent the party from resuming performance in accordance with a Contract resulting from this RFP. Force majeure does not include late deliveries of products and services caused by congestion at a manufacturer’s plant or elsewhere, an oversold condition of the market, inefficiencies, or other similar occurrences. If either party is delayed at any time by force majeure, then the delayed party must (if possible) notify the other party of such delay within forty-eight (48) hours.

8.19 through 8.20 [These sections are intentionally blank.] I. LICENSES

8.21 The Vendor must maintain a valid status on all required federal, state, and local licenses, bonds, and permits required for the operation of the business that the Vendor conducts with Sourcewell and Sourcewell Members.

8.22 All responding Proposers must be licensed (where required) and must have the authority to sell and distribute the offered products and services to Sourcewell and Sourcewell Members. Documentation of the required licenses and authorities, if applicable, should be included in the Proposer’s response to this RFP.

J. MATERIAL SUPPLIERS AND SUB-CONTRACTORS

8.23 The awarded Vendor must supply the names and addresses of sourcing suppliers and sub-contractors as a part of the purchase order when requested by Sourcewell or a Sourcewell Member.

K. NON-WAIVER OF RIGHTS

31 8.24 No failure of either party to exercise any power given to it hereunder, nor a failure to insist upon strict compliance by the other party with its obligations hereunder, nor a custom or practice of the parties at variance with the terms hereof, nor any payment under a Contract resulting from this RFP constitutes a waiver of either party’s right to demand exact compliance with the terms hereof. Failure by Sourcewell to take action or to assert any right hereunder does not constitute a waiver of such right.

L. PROTESTS OF AWARDS MADE

8.25 Any protests must be filed with Sourcewell’s Executive Director and must be resolved in accordance with appropriate Minnesota rules. Protests will only be accepted from Proposers. A protest of an award or nonaward must be filed in writing with Sourcewell within ten (10) calendar days after the public notice or announcement of the award or nonaward. A protest must include the following items.

8.25.1 The name, address, and telephone number of the protester;

8.25.2 The original signature of the protester or its representative (you must document the authority of the representative);

8.25.3 Identification of the solicitation by RFP number;

8.25.4 Identification of the statute or procedure that is alleged to have been violated;

8.25.5 A precise statement of the relevant facts;

8.25.6 Identification of the issues to be resolved;

8.25.7 The aggrieved party’s argument and supporting documentation;

8.25.8 The aggrieved party’s statement of potential financial damages; and

8.25.9 A protest bond in the name of Sourcewell and in the amount of 10% of the aggrieved party’s statement of potential financial damages.

M. SUSPENSION OR DISBARMENT STATUS

8.26 If within the past five (5) years, any firm, business, person or Proposer responding to a Sourcewell solicitation has been lawfully terminated, suspended, or precluded from participating in any public procurement activity with a federal, state, or local government or education agency, the Proposer must include a letter with its response setting forth the name and address of the public procurement unit, the effective date of the suspension or debarment, the duration of the suspension or debarment, and the relevant circumstances relating to the suspension or debarment. Any failure to supply such a letter or to disclose pertinent information may result in the termination of a Contract. By signing the proposal affidavit, the Proposer certifies that no current suspension or debarment exists.

N. AFFIRMATIVE ACTION AND IMMIGRATION STATUS CERTIFICATION

8.27 An Affirmative Action Plan, Certificate of Affirmative Action, or other documentation regarding Affirmative Action may be required by Sourcewell or Sourcewell Members relating to a transaction from this RFP. Vendors must comply with any such requirements or requests.

8.28 Immigration Status Certification may be required by Sourcewell or Sourcewell Members relating to a transaction from this RFP. Vendors must comply with any such requirements or requests.

O. SEVERABILITY

32 8.29 In the event that any of the terms of a Contract resulting from this RFP are in conflict with any rule, law, or statutory provision, or are otherwise unenforceable under the laws or regulations of any government or subdivision thereof, such terms will be deemed stricken from the Contract, but such invalidity or unenforceability shall not invalidate any of the other terms of an awarded Contract resulting from this RFP.

P. RELATIONSHIP OF PARTIES

8.30 No Contract resulting from this RFP may be considered a contract of employment. The relationship between Sourcewell and an awarded Vendor is one of independent contractors, each free to exercise judgment and discretion with regard to the conduct of their respective businesses. The parties neither intend the proposed Contract to create, nor is to be construed as creating, a partnership, joint venture, masterservant, principal-agent, or any other, relationship. Except as provided elsewhere in this RFP, neither party may be held liable for acts of omission or commission of the other party and neither party is authorized or has the power to obligate the other party by contract, agreement, warranty, representation, or otherwise in any manner whatsoever except as may be expressly provided herein.

Q. PROVISIONS FOR NON-FEDERAL ENTITY PROCUREMENTS UNDER FEDERAL AWARDS OR OTHER AWARDS; AIRPORT IMPROVEMENT PROGRAM PROVISIONS

8.31 Procurements by Sourcewell or Sourcewell Members utilizing funds under a federal grant or contract may be subject to specific federal laws, regulations, and requirements in addition to those under state and local laws. Applicable law may include, but is not limited to, the procurement standards of the Uniform Administrative Requirements, Cost Principles and Audit Requirements for Federal Awards, 2 CFR Part 200 (also referred to as the “Uniform Guidance” or “EDGAR”). The terms included in this section express Proposers willingness and ability to comply with certain requirements which may be applicable to specific Sourcewell Member purchases using federal grant or contract dollars. Sourcewell Members may also require Proposers to enter into ancillary agreements, in addition to the Sourcewell contract’s general terms and conditions, to address the Member’s specific contractual needs, including contract requirements for a procurement using federal grants or contracts. Sourcewell reserves the right at any time within a contract term to require an awarded Vendor to reaffirm or resubmit proper documentation relating to these requirements. The numbering and identification contained within this section is only for reference purposes and does not identify any actual Federal designation or location of the rule. Rules are located in 2 CFR Part 200.

8.32 Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.

Sourcewell reserves all rights and privileges under the applicable laws and regulations with respect to this procurement process in the event of breach of contract by either party.

8.33 Contracts in excess of $10,000 must address termination for cause and for convenience by the nonFederal entity including the manner by which it will be effected and the basis for settlement.

Sourcewell reserves the right to terminate any agreement resulting from this procurement process pursuant to Sourcewell RFP sections 7.13 and 7.17. Prior to any termination for cause, Sourcewell will provide written notice to the Proposer, opportunity to respond and opportunity to cure. Sourcewell reserves the right to terminate any agreement resulting from this procurement process without cause with a required 60-day written notice of termination. Termination of Contract shall not relieve either party of financial, product or service obligations incurred or accrued prior to termination.

33 8.34 Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” This provision is hereby incorporated by reference into all applicable contracts.

The equal opportunity clause is incorporated by reference herein.

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

Proposer shall be in compliance with all applicable Davis-Bacon Act provisions.

8.36 Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of 04 or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. This provision is hereby incorporated by reference into all applicable contracts.

Proposer certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Proposer shall comply with applicable requirements as referenced above.

8.37 Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.

34 Proposer certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Proposer shall comply with applicable requirements as referenced above.

8.38 Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387). Contracts and subgrants of amounts in excess of $150,000 require the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387).

Violations shall be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Proposer certifies that during the term of an award for all contracts by Sourcewell resulting from this procurement process, Proposer shall comply with applicable requirements as referenced above.

8.39 Debarment and Suspension (Executive Orders 12549 and 12689). A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Proposer nor its principals shall be presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency.

8.40 Byrd Anti-Lobbying Amendment, as amended (31 U.S.C. 1352). Proposers shall file any required certifications. Proposers shall not have used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Proposers shall disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.

Proposers shall file all certifications and disclosures required by, and otherwise comply with, the Byrd AntiLobbying Amendment (31 USC 1352).

8.41 Record Retention Requirements. To the extent applicable, Proposer shall comply with the record retention requirements detailed in 2 CFR § 200.333. The Vendor further certifies that Vendor will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

8.42 Energy Policy and Conservation Act Compliance. To the extent applicable, Proposer shall comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act.

8.43 Buy American Provisions Compliance. To the extent applicable, Proposer agrees to comply with 49 U.S.C. § 50101, which provides that Federal funds may not be obligated unless all steel and manufactured goods used in AIP funded projects are produced in the United States, unless the Federal Aviation Administration has issued a waiver for the product; the product is listed as an Excepted Article, Material Or Supply in Federal Acquisition Regulation subpart 25.108; or is included in the FAA Nationwide Buy American Waivers Issued list. Purchases made in accordance with the Buy American Act shall follow the applicable procurement rules calling for free and open competition.

35 8.44 Title VI Solicitation Notice. Sourcewell, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 USC §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders or offerors that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises or airport concession disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

8.45 Trade Restriction Certification. To the extent applicable, Proposer will comply with the provision in 49 U.S.C. § 50104 regarding certification and notice requirements for firm ownership or control by one or more citizens of a foreign county listed by the Office of the United States Trade Representative as discriminating against U.S. firms.

8.46 Procurement of Recovered Materials. To the extent applicable, Proposer agrees to comply with Section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act, and the regulatory provisions of 40 CFR Part 247.

8.47 Access to Records (2 CFR § 200.336). Proposer agrees that duly authorized representatives of an Agency shall have access to any books, documents, papers and records of Proposer that are directly pertinent to Proposer’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to Proposer’s personnel for the purpose of interview and discussion relating to such documents. 9 FORMS
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36 Form A
PROPOSER QUESTIONNAIRE- General Business Information
(Products, Pricing, Sector Specific, Services, Terms and Warranty are addressed on Form P) Proposer Name: ____________________________Questionnaire completed by: ________________________________ Please identify the person Sourcewell should correspond with from now through the Award process:

Name: _____________________________________ E-Mail address: _______________________________________ Please answer and submit the electronic version of the questions below in Microsoft Word® This allows Sourcewell evaluators to cut and paste your answers into a separate worksheet. Place your answer directly below each question.

Sourcewell prefers a brief but thorough response to each question. Please do not merely attach additional documents to your response without also providing a substantive response. Do not leave answers blank; mark “NA” if the question does not apply to you (preferably with an explanation). Please create a response that is easy to read and understand. For example, you may consider using a different font and color to distinguish your answer from the questions.

Company Information & Financial Strength
1) Provide the full legal name, mailing and email addresses, tax identification number, and telephone number for your business.
2) Provide a brief history of your company, including your company’s core values, business philosophy, and longevity in the SCOREBOARDS, DIGITAL DISPLAYS, AND VIDEO BOARDS WITH RELATED DESIGN BUILD TECHNOLOGY INTEGRATION, INSTALLATION, SUPPLIES, AND SERVICES industry. 3) Provide a detailed description of the products and services that you are offering in your proposal. 4) What are your company’s expectations in the event of an award? 5) Demonstrate your financial strength and stability with meaningful data. This could include such items as financial statements, SEC filings, credit and bond ratings, letters of credit, and detailed reference letters. 6) What is your US market share for the solutions that you are proposing? What is your Canadian market share, if any? 7) Has your business ever petitioned for bankruptcy protection? Please explain in detail. 8) How is your organization best described: is it a manufacturer, a distributor/dealer/reseller, or a service provider? Answer whichever question (either a) or b) just below) best applies to your organization. a) If your company is best described as a distributor/dealer/reseller (or similar entity), please provide your written authorization to act as a distributor/dealer/reseller for the manufacturer of the products proposed in this RFP. If applicable, is your dealer network independent or company owned? b) If your company is best described as a manufacturer or service provider, please describe your relationship with your sales and service force and with your dealer network in delivering the products and services proposed in this RFP.

Are these individuals your employees, or the employees of a third party? 9) If applicable, provide a detailed explanation outlining the licenses and certifications that are both required to be held, and actually held, by your organization (including third parties and subcontractors that you use) in pursuit of the business contemplated by this RFP.
10) Provide all “Suspension or Disbarment” information that has applied to your organization during the past ten years. 11) Within this RFP category there may be subcategories of solutions. List subcategory titles that best describe your products and services.

37 Industry Recognition & Marketplace Success
12) Describe any relevant industry awards or recognition that your company has received in the past five years. 13) Supply three references/testimonials from your customers who are eligible for Sourcewell membership. At a minimum, please include the entity’s name, contact person, and phone number. 14) Provide a list of your top five governmental or educational customers (entity name is optional), including entity type, the state the entity is located in, scope of the projects, size of transactions, and dollar volumes from the past three years. 15) Indicate separately what percentages of your sales are to the government and education sectors in the past three years? 16) List any state or cooperative purchasing contracts that you hold. What is the annual sales volume for each of these contracts over the past three years?
17) List any GSA contracts that you hold. What is the annual sales volume for each of these contracts over the past three years?
Proposer’s Ability to Sell and Deliver Service Nationwide 18) Describe your company’s capability to meet Sourcewell Member’s needs across the country. Your response should address at least the following areas.
a) Sales force.
b) Dealer network or other distribution methods.
c) Service force.

Please include details, such as the locations of your network of sales and service providers, the number of workers (fulltime equivalents) involved in each sector, whether these workers are your direct employees (or employees of a third party), and any overlap between the sales and service functions. 19) Describe in detail the process and procedure of your customer service program, if applicable. Please include your response-time capabilities and commitments, as well as any incentives that help your providers meet your stated service goals or promises.
20) a) Identify any geographic areas of the United States that you will NOT be fully serving through the proposed contract. b) Identify any Sourcewell Member sectors (i.e., government, education, not-for-profit) that you will NOT be fully serving through the proposed contract. Please explain your answer. For example, does your company have only a regional presence, or do other cooperative purchasing contracts limit your ability to promote another contract? 21) Define any specific contract requirements or restrictions that would apply to our Members in Hawaii and Alaska and in US Territories.

Marketing Plan
22) If you are awarded a contract, how will you train your sales management, dealer network, and direct sales teams (whichever apply) to ensure maximum impact? Please include how you will communicate your Sourcewell pricing and other contract detail to your sales force nationally.
23) Describe your marketing strategy for promoting this contract opportunity. Please include representative samples of your marketing materials in electronic format.
24) Describe your use of technology and digital data (e.g., social media, metadata usage) to enhance marketing effectiveness.

38 25) In your view, what is Sourcewell’s role in promoting contracts arising out of this RFP? How will you integrate a Sourcewell-awarded contract into your sales process?
26) Are your products or services available through an e-procurement ordering process? If so, describe your e-procurement system and how governmental and educational customers have used it.

Value-Added Attributes
27) Describe any product, equipment, maintenance, or operator training programs that you offer to Sourcewell Members.

Please include details, such as whether training is standard or optional, who provides training, and any costs that apply. 28) Describe any technological advances that your proposed products or services offer. 29) Describe any “green” initiatives that relate to your company or to your products or services, and include a list of the certifying agency for each.
30) Describe any Women or Minority Business Entity (WMBE) or Small Business Entity (SBE) certifications that your company or hub partners have obtained.
31) What unique attributes does your company, your products, or your services offer to Sourcewell Members? What makes your proposed solutions unique in your industry as it applies to Sourcewell members? 32) Identify your ability and willingness to provide your products and services to Sourcewell member agencies in Canada. 33) Sourcewell Members may intend to use funds from a federal grant or contract under the Federal Emergency Management Agency (FEMA). In that event, state your ability and willingness to complete, execute, and provide the “Required FEMA Terms and Conditions Certification” form attached as Appendix D to the RFP.

NOTE: Questions regarding Payment Terms, Warranty, Products/Equipment/Services, Pricing and Delivery, and Industry Specific Items are addressed on Form P.

Signature: __________________________________________________________ Date: ________________________

39 Form B

PROPOSER INFORMATION
Company Name: _________________________________________________________________________ Address: ________________________________________________________________________________ City/State/Zip: ___________________________________________________________________________ Phone: _____________________________________ Fax: ____________________________________ Toll-Free Number: ___________________________ E-mail: __________________________________ Website Address: _______________________________________________________________________________

COMPANY PERSONNEL CONTACTS
Authorized signer for your organization
Name: _________________________________________________________________________________ Email: _________________________________________________Phone: ___________________________________ The person identified here must have proper signing authority to sign the “Proposer’s Assurance of Compliance” on behalf of the Proposer.

Who prepared your RFP response?
Name:__________________________________________________Title:______________________________________ Email: _________________________________________________Phone:_____________________________________ Who is your company’s primary contact person for this proposal? Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________ Other important contact information
Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________ Name: _________________________________________Title:______________________________________ Email: _________________________________________Phone:_____________________________________

40 Form C

EXCEPTIONS TO PROPOSAL, TERMS, CONDITIONS,

AND SOLUTIONS REQUEST
Company Name: _____________________________________________________________________________ Any exceptions to the terms, conditions, specifications, or proposal forms contained in this RFP must be noted in writing and included with the Proposer’s response. The Proposer acknowledges that the exceptions listed may or may not be accepted by Sourcewell or included in the final contract. Sourcewell will make reasonable efforts to accommodate the listed exceptions and may clarify the exceptions in the appropriate section below.

Section/page
Term, Condition, or
Specification Exception
Sourcewell

ACCEPTS

Proposer’s Signature: ______________________________________________________ Date: ________________ Sourcewell’s clarification on exceptions listed above:

41 Contract Award
RFP #041719
FORM D
Formal Offering of Proposal
(To be completed only by the Proposer)

SCOREBOARDS, DIGITAL DISPLAYS, AND VIDEO BOARDS WITH RELATED DESIGN BUILD

TECHNOLOGY INTEGRATION, INSTALLATION, SUPPLIES, AND SERVICES In compliance with the Request for Proposal (RFP) for SCOREBOARDS, DIGITAL DISPLAYS, AND VIDEO BOARDS

WITH RELATED DESIGN BUILD TECHNOLOGY INTEGRATION, INSTALLATION, SUPPLIES, AND SERVICES the undersigned warrants that the Proposer has examined this RFP and, being familiar with all of the instructions, terms and conditions, general and technical specifications, sales and service expectations, and any special terms, agrees to furnish the defined products and related services in full compliance with all terms and conditions of this RFP, any applicable amendments of this RFP, and all Proposer’s response documentation. The Proposer further understands that it accepts the full responsibility as the sole source of solutions proposed in this RFP response and that the Proposer accepts responsibility for any subcontractors used to fulfill this proposal.

Company Name: _______________________________ Date: ___________________________________________ Company Address: _______________________________________________________________________________ City:_________________________________________ State: ____________ Zip: __________________________ CAGE Code/DUNS:____________________________
Contact Person: ________________________________ Title: ___________________________________________ Authorized Signature: ____________________________________________________________________________ (Name printed or typed)

42 FORM E

CONTRACT ACCEPTANCE AND AWARD
(Top portion of this form will be completed by Sourcewell if the vendor is awarded a contract. The vendor should complete the vendor authorized signatures as part of the RFP response.) Sourcewell Contract #: 041719-XXX
Proposer’s full legal name: TBD
Based on Sourcewell’s evaluation of your proposal, you have been awarded a contract. As an awarded vendor, you agree to provide the products and services contained in your proposal and to meet all of the terms and conditions set forth in this RFP, in any amendments to this RFP, and in any exceptions that are accepted by Sourcewell.

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

Sourcewell Authorized Signatures:
_____________________________________________ Jeremy Schwartz

SOURCEWELL DIRECTOR OF COOPERATIVE CONTRACTS (NAME PRINTED OR TYPED)

AND PROCUREMENT/CPO SIGNATURE
_____________________________________________ Chad Coauette

SOURCEWELL EXECUTIVE DIRECTOR/CEO SIGNATURE (NAME PRINTED OR TYPED) Awarded on MM DD, YYYY Sourcewell Contract # 041719-XXX --------------------------------------------------------------------------------------------------------------------------------------------------------------------- Vendor Authorized Signatures:

The Vendor hereby accepts this Contract award, including all accepted exceptions and amendments.

Vendor Name _____________________________________________________________________ Authorized Signatory’s Title _________________________________________________________ _____________________________________________ _____________________________________________

VENDOR AUTHORIZED SIGNATURE (NAME PRINTED OR TYPED)
Executed on _____________, 20___ Sourcewell Contract # 041719-XXX

43 Form F

PROPOSER ASSURANCE OF COMPLIANCE
Proposal Affidavit Signature Page
PROPOSER’S AFFIDAVIT
The undersigned, authorized representative of the entity submitting the foregoing proposal (the “Proposer”), swears that the following statements are true to the best of his or her knowledge.

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

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

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

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

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

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

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

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

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

Company Name:

Address: ____________________________________________________________________________________ City/State/Zip: _______________________________________________________________________________ Telephone Number: ______________________________________________________________ E-mail Address:______________________________________________________________________________ Authorized Signature: _________________________________________________________________________ Authorized Name (printed): ______________________________________________________________________ Title: _______________________________________________________________________________________ Date: _______________________________________________________________________________________ Notarized
Subscribed and sworn to before me this ______________ day of ___________________, 20______________ Notary Public in and for the County of __________________________________________ State of __________ My commission expires: _______________________________________________________________________ Signature: __________________________________________________________________________________

45 Form G

OVERALL EVALUATION AND CRITERIA
For the Proposed Subject: SCOREBOARDS, DIGITAL DISPLAYS, AND VIDEO BOARDS WITH RELATED

DESIGN BUILD TECHNOLOGY INTEGRATION, INSTALLATION, SUPPLIES, AND SERVICES Conformance to RFP Terms and Conditions 50

Financial Viability and Marketplace Success 75

Ability to Sell and Deliver Service Nationwide 100

Marketing Plan 50

Value-Added Attributes 75

Warranty 50

Depth and Breadth of Offered Products and Related
Services
200

Pricing 400

TOTAL POINTS 1000

Reviewed by: _________________________________________ Its_________________________________ _________________________________________Its_________________________________

46 Form P

PROPOSER QUESTIONNAIRE
Payment Terms, Warranty, Products and Services, Pricing and Delivery, and Industry-Specific Questions Proposer Name: _________________________________________________________________________ Questionnaire completed by: ______________________________________________________________ Payment Terms and Financing Options
1) What are your payment terms (e.g., net 10, net 30)?
2) Do you provide leasing or financing options, especially those options that schools and governmental entities may need to use in order to make certain acquisitions?
3) Briefly describe your proposed order process. Please include enough detail to support your ability to report quarterly sales to Sourcewell. For example, indicate whether your dealer network is included in your response and whether each dealer (or some other entity) will process the Sourcewell Members’ purchase orders. 4) Do you accept the P-card procurement and payment process? If so, is there any additional cost to Sourcewell Members for using this process?
Warranty
5) Describe in detail your manufacturer warranty program, including conditions and requirements to qualify, claims procedure, and overall structure. You may include in your response a copy of your warranties, but at a minimum please also answer the following questions.
 Do your warranties cover all products, parts, and labor?  Do your warranties impose usage restrictions or other limitations that adversely affect coverage?  Do your warranties cover the expense of technicians’ travel time and mileage to perform warranty repairs?  Are there any geographic regions of the United States for which you cannot provide a certified technician to perform warranty repairs? How will Sourcewell Members in these regions be provided service for warranty repair?
 Will you cover warranty service for items made by other manufacturers that are part of your proposal, or are these warranties issues typically passed on to the original equipment manufacturer?  What are your proposed exchange and return programs and policies? 6) Describe any service contract options for the items included in your proposal.

Pricing, Delivery, Audits, and Administrative Fee
7) Provide a general narrative description of the equipment/products and related services you are offering in your proposal.
8) Describe your pricing model (e.g., line-item discounts or product-category discounts). Provide detailed pricing data (including standard or list pricing and the Sourcewell discounted price) on all of the items that you want Sourcewell to consider as part of your RFP response. If applicable, provide a SKU for each item in your proposal. (Keep in mind

47 that reasonable price and product adjustments can be made during the term of an awarded Contract. See the body of the RFP and the Price and Product Change Request Form for more detail.) 9) Please quantify the discount range presented in this response. For example, indicate that the pricing in your response represents is a 50% percent discount from the MSRP or your published list. 10) The pricing offered in this proposal is
________a. the same as the Proposer typically offers to an individual municipality, university, or school district.
________b. the same as the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments.
_________c. better than the Proposer typically offers to GPOs, cooperative procurement organizations, or state purchasing departments.
________d. other than what the Proposer typically offers (please describe). 11) Describe any quantity or volume discounts or rebate programs that you offer. 12) Propose a method of facilitating “sourced” products or related services, which may be referred to as “open market” items or “nonstandard options”. For example, you may supply such items “at cost” or “at cost plus a percentage,” or you may supply a quote for each such request.
13) Identify any total cost of acquisition costs that are NOT included in the pricing submitted with your response. This cost includes all additional charges that are not directly identified as freight or shipping charges. For example, list costs for items like installation, set up, mandatory training, or initial/pre-delivery inspection. Identify any parties that impose such costs and their relationship to the Proposer. 14) If travel expense, delivery or shipping is an additional cost to the Sourcewell Member, describe in detail the complete travel expense, shipping and delivery program.
15) Specifically describe those travel expense, shipping and delivery programs for Alaska, Hawaii, Canada, or any offshore delivery.
16) Describe any unique distribution and/or delivery methods or options offered in your proposal. 17) Please specifically describe any self-audit process or program that you plan to employ to verify compliance with your proposed Contract with Sourcewell. This process includes ensuring that Sourcewell Members obtain the proper pricing, that the Vendor reports all sales under the Contract each quarter, and that the Vendor remits the proper administrative fee to Sourcewell.
18) Identify a proposed administrative fee that you will pay to Sourcewell for facilitating, managing, and promoting the Sourcewell Contract in the event that you are awarded a Contract. This fee is typically calculated as a percentage of Vendor’s sales under the Contract or as a per-unit fee; it is not a line-item addition to the Member’s cost of goods. (See RFP Section 6.29 and following for details.)
Industry-Specific Questions
19) Describe any quality management or environmental management system certifications obtained by your organization. 20) Describe any preventive maintenance programs that your organization offers for the solutions you are proposing in your response.
21) Identify any third-party issued eco-labels, ratings or certifications that your company has received for the equipment or products included in this Proposal related to energy efficiency or conservation, life-cycle design (cradle-to-cradle), or other green/sustainability factors.
22) If you are awarded a contract, provide a few examples of internal metrics that will be tracked to measure whether you are having success with the contract.

48 23) Describe any reliability or durability testing on the equipment or products included in your proposal and results if applicable.
24) Please elaborate on any design-build capabilities or services offered by your firm related to the equipment or products included in your proposal.
25) Describe any curriculum or training materials that you offer related to the equipment or products included in your proposal for use by academic institution customers in educational programming. 26) Describe any sponsorship, promotional, or revenue-generating attributes of the equipment or products included in your proposal, and identify any support or training available to customers related to implementation of those solutions. 27) Describe the functionality of your equipment or products in integrating with public alert system or applications (automated weather, emergency, public safety notifications, etc.).

Signature: ___________________________________________________________Date: _______________________

49 10 PRE-SUBMISSION CHECKLIST
Check
when
Completed Contents of Your Bid Proposal
Hard Copy Required
Signed and Dated
Electronic Copy
Required – Flash
Drive or CD
Form A: Proposer Questionnaire with all
questions answered completely X – signature page only X Form B: Proposer Information
X
Form C: Exceptions to Proposal, Terms,
Conditions, and Solutions Request X
X
Form D: Formal Offering of Proposal X
X
Form E: Contract Acceptance and Award X
Form F: Proposers Assurance of Compliance X X
Form P: Proposer Questionnaire with all
questions answered completely X – signature page only X Certificate of Insurance with $1.5 million
coverage X X
Copy of all RFP Addendums issued by
Sourcewell X X
Pricing for all Products/Equipment/Services
within the RFP being proposed X
Entire Proposal submittal including signed
documents and forms X
All forms in the Hard Copy Required Signed
and Dated should be inserted in the front of
the submitted response, unbound
Package containing your proposal labeled
and sealed with the following language:
“Competitive Proposal Enclosed, Hold for
Public Opening XX-XX-XXXX”
Response Package mailed and delivered
prior to deadline to:

Sourcewell, 202 12th St NE, PO Box 219
Staples, MN 56479

50 11 SOURCEWELL VENDOR PRICE AND PRODUCT CHANGE REQUEST FORM Section 1. Instructions for Vendor
Requests for product or service changes, additions, or deletions will be considered at any time throughout the awarded contract term. All requests must be made in writing by completing sections 2, 3, and 4 of this Sourcewell Price and Product Change Request Form and signed by an authorized Vendor representative in section 5. All changes are subject to review by the Sourcewell Procurement Manager and to approval by Sourcewell’s Chief Procurement Officer. Submit request through email to your assigned Sourcewell Contract Administrator.

Sourcewell will determine whether the request is 1) within the scope of the original RFP, and 2) in the best interests of Sourcewell and Sourcewell Members. Approved Price and Product Change Request Forms will be signed and emailed to the Vendor contact.

The Vendor must complete this change request form and individually list or attach all items or services subject to change, must provide sufficiently detailed explanation and documentation for the change, and must include a complete restatement of pricing documentation in an appropriate format (preferably Microsoft® Excel®). The pricing document must identify all products and services being offered and must conform to the following Sourcewell product/price change naming convention: (Vendor Name) (Sourcewell Contract #) (effective pricing date); for example, “Acme Widget Company #012416-AWC eff. 01-01-2017.” NOTE: New pricing restatements must include all products and services offered regardless of whether their prices have changed and must include a new “effective date” on the pricing documents. This requirement reduces confusion by providing a single, current pricing sheet for each Vendor and creates a historical record of pricing.

ADDITIONS. New products and related services may be added to a contract if such additions are within the scope of the original RFP.

DELETIONS. New products and related services may be deleted from a contract if, for example, they are no longer available or have been modified to a point where they are outside the scope of the RFP.

PRICE CHANGES: Vendors may request price changes if they provide sufficient rationale for the change. For example, a Vendor that manufactures products that require substantial petroleum-related material might request a 3% price increase because of a 20% increase in petroleum costs.

Price decreases: Sourcewell expects Vendors to propose their very best prices and anticipates that price reductions might occur because of improved technologies or marketplace efficiencies.

Price increases: Acceptable price increases typically result from specific Vendor cost increases. The Vendor must include reasonable justification for the price increase and must not, for example, offer merely generalized statements about an increase in a cost-of-living index. Appropriate documentation should be attached to this form, including such items as letters from suppliers announcing price increases.

Refer to the RFP for complete “Pricing” details.

Section 2. Vendor Name and Type of Change Request
CHECK ALL CHANGES THAT APPLY:

AWARDED VENDOR NAME: ☐ Adding
Products/Services
vices
☐ Deleting
Products/Services
☐ Price Increase

SOURCEWELL CONTRACT
NUMBER:
☐ Price Decrease