Glendale City Council
December 16, 2025

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AGREEMENT

TO PROVIDE INFORMATION TECHNOLOGY

PRODUCTS AND RELATED SERVICES

BETWEEN

THE CITY OF OAKLAND

AND

AMERICAN TRAFFIC SOLUTIONS, INC. (DBA VERRA

MOBILITY)

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Table of Contents

1. Statement of Work

2. Compensation and Payment

3. Initial Term

4. Scope, Ownership, Use and Distribution or Sharing of City Data

5. Security of City Data

6. Data Incident

7. Contractor Warranties

8. Ownership of Intellectual Property

9. Limitation on Liability

10. Bankruptcy

11. Termination

12. Notices

13. Independent Contractor

14. Authority

15. Survival

EXHIBIT 1

CITY’S CONTRACTS AND COMPLIANCE PROVISIONS

101. Priority of Documents
102. Conditions Precedent
103. Access/Security of City Information Technology Systems 104. Acceptance
105. Amendments
106. Indemnification
107. Dispute Resolution
108. Agents/Brokers
109. Publicity
110. Conflict of Interest
111. Validity of Contracts
112. Governing Law
113. Headings
114. Construction
115. Waiver
116. Attorney’s Fees
117. Counterparts
118. Remedies Cumulative
119. Entire Agreement of the Parties
120. Right to Offset

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121. Time is of the Essence
122. Proprietary or Confidential Information
123. Business Tax Certificate
124. Compliance with State and/or Federal Standard
125. Inspection of Books and Records/Right to Audit
126. Non-Discrimination/Equal Employment Practices
127. Americans With Disabilities
128. Local and Small Local business Enterprise Program (L/SLBE) 129. Other Applicable Ordinances
a. Living Wage Ordinance
b. Minimum Wage Ordinance
c. Equal Benefits Ordinance
d. Nuclear Free Zone
e. Slavery Era Disclosure
130. City of Oakland Campaign Contribution Limits
131. Insurance
132. Political Prohibition
133. Religious Prohibition
134. Prompt Payment Ordinance
135. Arizona and Arizona-Based Businesses
136. Dispute Disclosure
137. Border Wall Ordinance
138. Sanctuary City Contracting and Investment Ordinance 139. Assignment
140. Third Party Beneficiary
141. Severability/Partial Validity
142. Force Majeure
143. Performance Bond

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This agreement to provide Information Technology Products and Related Services (“Agreement”) is made by and between the CITY OF OAKLAND (“City”), a municipal corporation, located at One Frank H. Ogawa Plaza, Oakland, California 94612, and American Traffic Solutions, Inc. (dba Verra Mobility), a Corporation located 1150 North Alma School Road, Mesa, Arizona 85201, (collectively the “Parties”) and shall be effective on the date the Agreement is executed by all Parties (“Effective Date”).

RECITALS

This Agreement is made with reference to the following facts and objectives:

A. WHEREAS, the City Council has authorized the City Administrator through. to enter into contracts for professional or specialized services where, as here, the mandates of Oakland City Charter Section 902(e) have been met for this project through Resolution 90764 C.M.S; and

B. WHEREAS, this contract was competitively procured through RFP #329523; and

C. WHEREAS, Contractor provides automated speed safety camera hardware and/or software; and

D. WHEREAS, this Agreement is being funded by a $2M grant from the Alameda County Transportation Commission, $500,000 in Fund 2219 Bicycle and Pedestrian Funds, and future speed camera program revenue; and

E. WHEREAS, City wishes to acquire Contractor’s Services by the terms specifically set forth in this Agreement; and

F. WHEREAS, the following Exhibits and Schedules are attached to and incorporated by this reference into this Agreement:

Exhibit 1 City’s Contracts and Compliance Provisions
Exhibit 2 Statement of Work
Exhibit 3 Contractor’s Cybersecurity Questionnaire
Exhibit 4 City’s Schedules
Exhibit 5 Contractor’s Statement of Ownership of Intellectual Property

NOW THEREFORE, CITY AND CONTRACTOR COVENANT AND AGREE AS FOLLOWS:

1. STATEMENT OF WORK

Contactor avers and covenants to provide the Services set forth in Exhibit 2 the Statement of Work (“SOW”).

2. COMPENSATION AND PAYMENT

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hall, in no event, exceed $4,860,000. Contractor shall invoice City for its Services as set forth in the SOW. City will pay Contractor’s invoice within thirty (30) days of City’s receipt of Contractor’s invoice. All such payments from the City shall be in immediately available funds and in U.S. dollars. City may withhold payment for non-performance, delayed deliverables, or breach of contract. City maintains audit rights over invoices and supporting documentation.

3. INITIAL TERM
The Agreement shall begin on October 1, 2025 and end on October 1, 2031 unless extended by an amendment pursuant to Section 105 (“Amendments”) or earlier terminated pursuant to Section 11 (“Termination”) herein.

4. SCOPE, OWNERSHIP, USE AND DISTRIBUTION OR SHARING OF CITY DATA
a. Sc
ope of City Data
W
ith the exception of that information which is publicly known or available as set forth in Section 122 (c) of the Agreement (“Proprietary or Confidential Information”), City data (“Data”) shall consist of any and all data disclosed or provided by the City to Contractor, any and all data resulting from Contractor providing its Services to City under this Agreement, whether pursuant or incidental to the purposes of the Agreement, whether or not delivered to the City including, but not limited to, all data, files, documentation, information, communications, media, whether intangible or tangible, whether provided directly or indirectly by Contractor to provide its Services, together with any and all results of Contractor’s providing of its Services, including all data Contractor accesses, collects, modifies, develops as work product, or otherwise generates.
b. Own
ership
All D
ata, including, but not limited to, the Data created and residing on Contractor’s Service Platform, shall be the exclusive property of and all ownership rights therein shall vest in the City. To the extent necessary, Contractor hereby assigns to the City any and all rights which arise out of City Data or are the results of the services Contractor provides using City Data under the Agreement. This provision shall not apply to Data defined as Exceptions under Section 122 (c) (“Proprietary or Confidential Information”). c. U se of City Data
Contractor avers and covenants to not use City Data for any purpose whatsoever other than to fulfill its obligations to City under the Agreement. Impermissible use includes, but is not limited to, in any way, sharing or distributing the Data developed during or resulting from the provision of its Services hereunder other than as expressly provided in Section 4(d) hereunder. Contractor and its subcontractors may use City Data to provide the services to the

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City, which may include processing City Data using artificial intelligence solutions, including generative AI. City Data will not be used to train, develop, or optimize any artificial intelligence solution outside of Contractor’s own environment or any environment operated by a Contractor subcontractor. Data must be returned and securely destroyed upon termination. The Contractor must allow real-time access to City Data throughout the term of the agreement, and export of usable data upon termination. Contractor shall not claim any proprietary interest in metadata, anonymized data, or analytics derived from City Data.

Contractor shall fully indemnify City for any claims against City resulting from Contractor’s use of City Data in violation of this provision.

If cloud services are used, the city requires data residency in the United States and Compliance with California Consumer Privacy Act (CCPA) and CPRA. No subcontractors may host or process data offshore without written City Approval.

d. Distribution or Sharing of City Data

Notwithstanding any other law or provision of this Agreement, Contractor shall, during its provision of Services to City as called for hereunder, take all steps necessary to assure that all Data resulting from its Services is kept confidential and disclosed: (1) only to Contractor’s personnel, agents or subcontractors with an absolute need to have access to the Data, who have executed a Confidentiality Agreement with Contractor sufficient to enable Contractor to comply with the requirements of this Section 4, with Contractor remaining liable for any breach of this Section 4 by its personnel, agents or subcontractors; and (2) to the City Project Manager for such dissemination as the City Project Manager, in its sole discretion, determines should be made; or (3) as required by law.

Contractor shall fully indemnify City for any claims against City resulting from Contractor’s distribution or sharing of the Data in violation of this provision.

5. SECURITY OF CITY DATA

a. City Data is highly sensitive, confidential and is of paramount importance to the City because unauthorized disclosures of the City Data could seriously harm City and possibly third parties. Contractor acknowledges that City, in entering into this Agreement with Contractor, is relying upon Contractor’s professional expertise, know-how, judgment, experience and its representations in its System Security per Contractor’s responses to the Cybersecurity Questionnaire (Exhibit 3-Vendor Cybersecurity Questionnaire) that the integrity of the security, availability and processing of its System protects and preserves the confidentiality and privacy of the City Data.

Further, Contractor warrants that, at all times, Contractor will use industry-standard management practices, technologies and security to protect the integrity, safety and security of City Data in both physical and electronic form and that its System will maintain and ensure

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that the City Data remains secure and does not through any of Contractor’s actions or lack of thereof become vulnerable to unauthorized access by third parties.

b. Notwithstanding as may be otherwise provided in this Agreement and with the exception of those instances for which City is responsible, Contractor avers and covenants to be solely responsible for restoring and correcting any corruption to City Data that occur by reason of Contractor’s actions or lack thereof, including ransomware attacks upon Contractor, and to fully indemnify City for any claims against City resulting from corruption of City Data and other injuries ensuing from, but not limited to, the herein forestated events.

6. DAT

A INCIDENT

a. Contractor shall implement and maintain a program for managing unauthorized disclosures of access to, or use of City Data however they may occur (“Data Incident”). In case of a Data Incident, or if Contractor knows or reasonably suspects a Data Incident has occurred, Contractor shall, within 24 hours of confirmation of a Data Incident:
(i) Promptly, and in any case in a manner to ensure notice within 24 hours, notify City’s Director of Information Technology/Chief Information Office and Chief Security Officer, or their designees of the Data Incident or suspected Data Incident; (ii) Cooperate with City and law enforcement agencies, where applicable, to investigate and resolve the Data Incident, including without limitation by providing reasonable assistance to City in notifying injured third parties; and (iii) O therwise comply with applicable laws governing data breach notification and response.
(iv) Contractor shall bear all costs associated with breach response, including notification, credit monitoring (minimum 12 months), forensic investigation, and regulatory penalties.

b. In case of a Data Incident or reasonably suspected Data Incident, Contractor shall, upon request by City:
(i) immediately conduct a reasonable investigation of the reasons for and circumstances surrounding such Data Incident or reasonably suspected Data Incident; (ii) us e best efforts and take all necessary actions to prevent, contain, and mitigate the impact of, such Data Incident or reasonably suspected Data Incident; (iii) collect and preserve all evidence concerning the discovery, cause, vulnerability, remedial actions and impact related to such Data Incident or reasonably suspected Data Incident, which shall meet reasonable expectations of forensic admissibility; and
(iv) document the incident response and remedial actions taken in detail, which shall meet reasonable expectations of forensic admissibility.

c. In addition, if the Data Incident results from Contractor’s breach of this Agreement or negligent or unauthorized act or omission, including without limitation those of its subcontractors or other agents, Contractor shall:

(i) Indemnify City for any reasonable expense related to notification of consumers;

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(ii) Provide 2 years of credit monitoring service to any affected individual.

(iii) Contractor shall give City prompt access to such records related to a Data Incident as City may reasonably request. City will treat such records as Contractor’s Confidential Information pursuant to Section 122 below (“Proprietary or Confidential Information”). Contractor is not required to give City access to records that might compromise the security of Contractor’s other customers.

d. City will coordinate with Contractor on the content of any intended public statements or required notices for the affected individuals and/or notices to the relevant authorities regarding the Data Incident.

e. City reserves the right to direct communications and public disclosures related to the Data Incident.

7. CONTRACTOR WARRANTIES

Contractor represents and warrants that:

(a) it has the requisite experience, certifications, skills , and qualifications necessary to perform the Services:
(i) in a timely, competent, and professional manner, without the advice or direction of the City.

(ii) in accord with the highest standards for the profession, industry, specialization and practice of information technology including, without limitation, for those persons that are engaged in providing services of a like nature and complexity such as and including, without limitation , of: (a) technical design services to facilitate the use of information technology by cities and enterprises and end users , or (b) specialized technology-oriented solutions by combining the processes and functions of software, hardware, networks, telecommunications and electronics, or (c) cloud-based and internet systems and services such as Software as a Service (“SaaS”), or (d) system security and privacy advice and services; and

(iii) in accordance with applicable governmental requirements, statutes, regulations, rules, and ordinances including, without limitation, applicable system security and data privacy laws and regulations (“Law”).

(b) it is able to fulfill the requirements of this Agreement and that failure to perform all of the Services required under this Agreement will constitute a material breach of the Agreement and may be cause for termination of the Agreement.

(c) it owns or has the unencumbered Intellectual Property Rights to provide the Services to City

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(d) it owns or has the unencumbered rights to license and/or assign to the City, as provided in this Agreement, all results of its Services to the City hereunder.

(e) the Services (i) will be free from defects in design, workmanship, and materials, delivered to City hereunder; (ii) will conform in all material respects to the Specifications.

(f) it will use all reasonable efforts, including appropriate testing, to ensure that the Services do not contain viruses, contaminants, or other harmful code that may harm the City systems or City software.

(g) E XCEPT FOR THE EXPRESS REPRESENTATIONS AND

WARRANTIES MADE IN THIS AGREEMENT, CONTRACTOR MAKES NO

REPRESENTATION, ACKNOWLEDGEMENT, CONDITION OR WARRANTY OF ANY

KIND WHATSOEVER UNDER THIS AGREEMENT OR OTHERWISE, INCLUDING

WITHOUT LIMITATION, ANY STATUTORY, EXPRESS, IMPLIED OR OTHER

WARRANTIES OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY

PARTICULAR PURPOSE REGARDING ANY SERVICES, DELIVERABLE OR ANY OTHER PRODUCT DELIVERED TO THE CITY UNDER THIS AGREEMENT.

8. OWNERSHIP OF INTELECTUAL PROPERTY

See Exhibit 5 Contractor’s Statement of Ownership of Intellectual Property

9. LIMITATION ON LIABILITY

(a) Either party's liability to the other party for any and all liabilities, claims or damages arising out of or relating to this Agreement, howsoever caused and regardless of the legal theory asserted shall not, in the aggregate, exceed the greater of three [3] times the total amount of the Agreement or the limits of Contractor’s IT Professional/Cyber Liability Insurance coverage per Schedule Q (“City’s Insurance Requirements”). (b) In no event shall either party be liable to the other for any punitive, exemplary, special, indirect, incidental or consequential damages (including, but not limited to, lost profits and lost business opportunities) arising out of or relating to this Agreement, regardless of the legal theory under which such damages are sought, and even if the parties have been advised of the possibility of such damages or loss. (c) This limitation on liability shall not apply to damages arising from Contractor’s Indemnification obligations as set forth in this Agreement including, but not limited to, Contractor’s breach of its duties and obligations under Sections 4, 5, 6. 13, 103, and 122 of this Agreement, nor due to fraud, bad faith, intellectual property infringement, bodily injury, death, intentional and willful misconduct, or grossly negligent acts

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10. BANKRUPTCY

All rights and licenses granted to the City pursuant to this Agreement are, and shall be deemed to be, for purposes of Section 365(n) of the U.S. Bankruptcy Code, licenses of rights to "intellectual property" as defined under Section 101 of the U.S. Bankruptcy Code. In a bankruptcy or insolvency proceeding involving Contractor, the parties agree that the City, as licensee of such rights, shall retain and fully exercise all of its rights and elections under the U.S. Bankruptcy Code, and the provisions thereof shall apply notwithstanding conflict of law principles. The parties further agree that, in the event of the commencement of a bankruptcy or insolvency proceeding by or against Contractor under the U.S. Bankruptcy Code, the City shall be entitled to a complete duplicate of any such intellectual property, including the source code for Contractor's licensed software and software it has used to provide City its Service hereunder regardless of whether Contractor has placed the source code in escrow, along with all embodiments of such intellectual property, to which the City would otherwise be entitled under this Agreement, and the same, if not already in the City's possession, shall be promptly delivered to the City (a) upon any such commencement of a bankruptcy proceeding upon written request therefore by the City, unless Contractor elects to continue to perform all of its obligations under this Agreement, or (b) if not delivered under (a) above, upon rejection of this Agreement by or on behalf of Contractor upon written request therefore by the City. If, in a bankruptcy or insolvency proceeding involving Contractor, the provisions of the U.S.

Bankruptcy Code referenced above are determined not to apply, the City shall nevertheless be entitled to no less than the protection offered by the provisions of the U.S. Bankruptcy Code with respect to its entitlement to and rights to the use and possession of all intellectual property to which the City has been granted rights under this Agreement notwithstanding the bankruptcy or insolvency of Contractor.

11. TERMINATION

(a) Termination for Breach. If Contractor breaches any material obligation under this Agreement and fails to cure the breach within 30 days of receipt of written notice from City of said breach, City may terminate the Agreement and, subject to the Limitation on Liability (Section 9), recover the pro rata portion of any prepaid but unused fees and all direct damages it incurs as a result of Contractor’s breach.

(b) Contractor may terminate this Agreement if City breaches a material provision of the Agreement and does not cure the breach within 30 days of written notice from Contractor of said breach.

(c) Termination for Convenience by City. City may terminate this Agreement for any reason at any time upon not less than sixty (60) days' prior written notice to Contractor.

After the date of such termination notice, Contractor shall not perform any further services or incur any further costs claimed to be reimbursable under this Agreement, any Purchase Order, Change Order, or Change Notice without the express prior written approval of City. As of the

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date of termination, City shall pay to Contractor for all Deliverables or Services it has Accepted but not yet paid Contractor.

(d) Transition Services after termination. In connection with the expiration or other termination of this Agreement or the expiration of this Agreement, Contractor may provide transition services as requested by City. Such transition services shall be subject to the pricing provided in this Agreement or any amendment thereto.

(e) Upon termination, Contractor shall immediately return or destroy all City Data, at City’s election.

12. NOTICES
If either party shall desire or be required to give notice to the other, such notice shall be given in writing, via email and with certified mail or overnight delivery service that ensures delivery within 2 days, addressed to recipient as follows:

City of Oakland American Traffic Solutions, Inc.
250 Frank Ogawa Plaza, Suite 4344 ( dba Verra Mobility) Oakland, CA 94612 1150 North Alma School Road
Attn: Craig Raphael Mesa, Arizona 85201
[email protected] Attn: Nick Potiris
[email protected]

Any party to this Agreement may change the name or address of representatives for the purpose of this Notice Section by providing written notice to all other parties ten (10) business days before the change is deemed effective.

13. INDEPENDENT CONTRACTOR

(a) Rights and Responsibilities. City shall have no authority over or responsibility for employees and subcontractors of Contractor. It is expressly agreed that , in the performance of the services necessary to carry out this Agreement, Contractor shall be, and is, an independent contractor, and is not an employee of the City. Contractor has complete and sole discretion for the manner in which the Work and Services under this Agreement is performed. Contractor will determine the method, details and means of performing the Services described in the SOW.

(b) Contractor acknowledges and agrees that (i) Contractor’s employees and subcontractors are under Contractor’s sole supervision, direction, and full control. of Contractor, and (ii) that Contractor controls the employment, direction, compensation and discharge of all persons assisting Contractor in the performance of Contractor’s services hereunder. Contractor shall be solely responsible for all matters relating to the payment of his/her employees, including compliance with Social Security, withholding and all other regulations governing such matters, Automated Speed Safety Camera System Page 12 of 60 Template Rev.3.24.2025 and shall be solely responsible for Contractor's own acts and those of Contractor’s subordinates and employees.
(
c) Contractor is responsible for paying, when due, all income taxes, including estimated taxes, incurred as a result of the compensation paid by the City to Contractor for services under this Agreement. On request, Contractor will provide the City with proof of timely payment.

Contractor agrees to indemnify the City for any claims, costs, losses, fees, penalties, interest, or damages suffered by the City resulting from Contractor’s failure to comply with this provision. (d) Non-Exclusive Relationship Contractor may perform services for, and contract with, as many additional clients, persons or companies as Contractor, in his or her sole discretion, sees fit.
(e) Cooperation of the City The City agrees to comply with all reasonable requests of Contractor necessary to the performance of Contractor’s duties under this Agreement. (f) Extra Work Contractor will do no extra work under this Agreement without first receiving prior written authorization from the City.

14. AUTHORITY
Each individual executing this Agreement or any Purchase Order or Amendment, hereby represents and warrants that he or she has the full power and authority to execute this Agreement or such Purchase Order, or Amendment on behalf of the named party such individual purports to bind.

15. S URVIVAL
All provisions of this Agreement, including its Exhibits, which by their terms should survive, shall survive the expiration or termination of this Agreement. [S
IGNATURE BLOCK ON FOLLOWING PAGE]

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SO AGREED:

City of Oakland, Contractor:

AMERICAN TRAFFIC SOLUTIONS
INC. (DBA VERRA MOBILITY), A

CORPORATION HEADQUARTERED
IN MESA, ARIZONA 2757599

____________________________________ ___________________________________ (City Administrator’s Office) (Date) (Signature) (Date)

Approved for forwarding: __________________________________ Print Name

____________________________________ ___________________________________ (Department Head Signature) (Date) Title

Approved as to form and legality: 00266994 _ Business Tax Certificate No.

____________________________________ 90764 C.M.S _ (City Attorney’s Office Signature) (Date) Resolution No.

Jon Baldwin (Sep 26, 2025 17:52:22 CDT)
Jon Baldwin
Sep 26, 2025
Jon Baldwin
Executive Vice President
Farrah Hussein (Oct 1, 2025 10:12:35 PDT)
Oct 1, 2025
Josh Rowan (Oct 1, 2025 12:28:24 PDT)
Oct 1, 2025
Laura Gonzales-Woodward
Jestin Johnson (Oct 6, 2025 13:47:15 PDT)
Oct 6, 2025

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EXHIBIT 1

CITY’S CONTRACTS AND COMPLIANCE PROVISIONS

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101. Priority of Documents

In the event of conflicting provisions as between the following documents, except as otherwise expressly stated, the provisions shall govern in the following order: the Amendments to this Agreement, in reverse chronological order of adoption, this Agreement and its Exhibits.

The Exhibits shall govern in numerical order as set out in this Agreement.

102. Conditions Precedent

(a) Contractor must provide City with the following before the Agreement will become effective:
(1) A copy of Contractor’s City of Oakland Business Tax License which must be kept current for the duration of the Agreement and shall be attached to this Agreement as part of the Contracts and Compliance Provisions (Exhibit 1).

(2) A completed set of the City of Oakland Schedules which shall be attached to this Agreement as Exhibit 4.

(b) Contractor and City must complete , agree upon and execute a Statement of Work before the Agreement will become effective and which shall be attached to this Agreement and incorporated herein by this reference.

103. Access/Security of City Information Technology Systems

If Contractor’s services hereunder require that Contractor access City’s Information Technology Systems (“City Systems”), Contractor shall not proceed with that City Systems work until Contractor first contacts and obtains prior written authorization from the City’s Director of Office of Information Technology, or his or her designee. The authorization shall be appended to the Agreement’s Statement of Work.

When accessing City’s Systems, Contractor warrants and covenants that:

(1) it will provide all information, reports, and data that fully informs the City with respect to any work Contractor performs, software deliverables, or products that Contractor provides or works on which alter or affect the City Systems, including without limitation, any source code, configurations and credentials necessary to access City Systems or make any such work, software, deliverables or products usable by the City.

(2) the City Systems with which Contractor interfaces or to which Contractor has access, are protected from unauthorized access, disclosure, alteration or destruction to City Systems and will not through any of Contractor’s actions or lack of action thereof, including, but not limited to, those of its subcontractors or agents (“Agents”), become vulnerable to security breach or ransomware attack (“Unauthorized Access”).

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(3) It shall fully indemnify the City, its Councilmembers, officers, partners, agents (“Indemnitees”) (i) against any damages to City and its Indemnitees which result from Unauthorized Access to City Systems; and (ii) against claims brought by third parties (including, but not limited to, contractors, retirees, current and former employees) whose personally identifiable information or sensitive personal information is disclosed due to Unauthorized Access to City Systems resulting from Contractor’s Work.

(4) In addition to its obligation to Indemnification obligations as set forth above, if an Unauthorized Access to City Systems occurs which is attributable to Contractor’s work hereunder, or breach of this Agreement or negligent or unauthorized act or omission including, without limitation, those of its subcontractors or other agents, Contractor shall treat the event as a Data Incident under Section 6 of this Agreement and take the steps set forth therein.

Further, Contractor agrees to maintain cybersecurity insurance which shall expressly be for the forestated Unauthorized Access and Events and shall be sufficient to fulfill its indemnification obligations hereunder.

Contractor shall also incorporate this provision in its entirety in any agreement with its subcontractors, or agents who perform work for Contractor on City Systems.

104. Acceptance

If the terms and conditions of the Agreement so require, the Parties agree that:
(a) When Contractor completes each Authorized Deliverable, the City shall have five (5) Business Days, or such longer period of time as the Parties may agree upon from the City’s receipt of the Deliverable to review and either provide its Acceptance of the Deliverable and an Acceptance Certificate or written notice of its rejection setting out in detail the reasons why such Deliverable failed to be Accepted such that the Deliverable complies with the requirements set out under this Agreement.
(b) For each Deliverable, when corrective action is required by the City’s written notice of deficiencies, Contractor shall have a Corrective Action Period of five (5) Business Days, or such longer period of time as the Parties may agree upon, to correct the deficiencies City has identified as provided herein.

1. For each Deliverable, Contractor shall be given at least two opportunities to correct the deficiencies identified by the City, unless the Parties otherwise mutually agree.

2. If Contractor fails to remedy a deficient Deliverable after both opportunities to remedy, then such failures shall constitute a material default of this Agreement.

3. Once the City Accepts a Deliverable City will issue Contractor an Acceptance Certificate which must accompany Contractor’s invoice to City for that Deliverable.

Changes to Deliverables for which the City has provided Acceptance will be handled through an Amendment as set out at Section 105 (“Amendments”) of this Agreement and Contractor will start no work on any change until the Parties have approved and executed any applicable Change Notice.

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105. Amendments
Changes to the terms and conditions of the Agreement must be accomplished by a written Amendment executed by the parties’ authorized representatives.

106. Indemnification

(a) General Indemnification. Notwithstanding any other provision of this Agreement, Contractor shall indemnify and hold harmless (and at City’s request, defend) City, and each of their respective Councilmembers, officers, partners, agents, and employees (each of which persons and organizations are referred to collectively herein as "Indemnitees" or individually as "Indemnitee") from and against any and all liabilities (of every kind, nature and description), claims, lawsuits, losses, damages, demands, debts, liens, costs, judgments, obligations, administrative or regulatory fines or penalties, damages, (incidental or consequential) costs, actions or causes of action, and expenses, including reasonable attorneys' fees, (collectively referred to herein as “Actions”) caused by or arising out of :

(i) Any grossly negligent or willful acts or omissions in the course of performance by Contractor under this Agreement;

(ii) Any claim for personal injury (including death) or property damage to the extent based on the strict liability or caused by any negligent act, error or omission of Contractor;

(iii) Any unauthorized use or disclosure by Contractor of Confidential Information or protest of a Request For Information (“RFI”) as provided in Section 122 (“Proprietary or Confidential Information”) below.

(b) Proprietary Rights Indemnity. Contractor shall indemnify, defend, save and hold harmless Indemnitees from any and all Actions arising out of claims that the Services, infringe upon or violate the Intellectual Property Rights of others. If the Services will become the subject of an Action or claim of infringement or violation of the Intellectual Property Rights of a third party, City, at its option, in addition to requiring Contractor to indemnify it hereunder, shall require Contractor, at Contractor’s sole expense to: (1) procure for City the right to continue using the Services; or (2) replace or modify the Services so that no infringement or other violation of Intellectual Property Rights occurs, if City determines that:
(A) such replaced or modified Services will operate in all material respects in conformity with the then-current specifications for the Services; and (B) City’s use of the Services is not impaired thereby. Contractor’s obligations under this Agreement will continue uninterrupted with respect to the replaced or modified Services as if it were the original Services.

(c) For the purposes of the indemnification obligations set forth herein, the term “Contractor” includes, without limitation, Contractor, its officers, directors, employees, representatives, agents, servants, sub consultants, and subcontractors.

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(d) Contractor acknowledges and agrees that it has an immediate and independent obligation to indemnify and defend Indemnitees from any Action which potentially falls within this Indemnification provision, which obligation shall arise at the time an Action is tendered to Contractor by City and continues at all times thereafter, without regard to any alleged or actual contributory negligence of any Indemnitee. Notwithstanding anything to the contrary contained herein, Contractor’s liability under this Agreement shall not apply to any Action arising from the sole negligence, active negligence or willful misconduct of an Indemnitee.

(e) City shall give Contractor prompt written notice of any Action and shall fully cooperate with Contractor in the defense and all related settlement negotiations to the extent that cooperation does not conflict with City’s interests. Notwithstanding the foregoing, City shall have the right, if Contractor fails or refuses to defend City with Counsel acceptable to City, to engage its own counsel for the purposes of participating in the defense. In addition, City shall have the right to withhold payments due Contractor in the amount of reasonable defense costs actually incurred. In no event shall Contractor agree to the settlement of any claim described herein without the prior written consent of City.

(f) All of Contractor’s indemnification obligations hereunder are intended to apply to the fullest extent permitted by law (including, without limitation, California Civil Code Section 2782) and shall survive the expiration or sooner termination of this Agreement.

107. Dispute Resolution

Any Party may commence said resolution efforts by giving notice, in writing, to any other Party. Such notice shall include at least a description of the Dispute and any remedial action that the Party commencing the resolution procedure asserts would resolve the Dispute.

Upon receiving such notice, the Party against whom the Dispute is brought shall respond in writing within five (5) Business Days. The Parties shall then meet and confer in a good faith attempt to resolve the Dispute.

108. Agents/Brokers

Contractor warrants that Contractor has not employed or retained any subcontractor, agent, company or person other than bona fide, full-time employees of Contractor working solely for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any subcontractor, agent, company or persons other than bona fide employees any fee, commission, percentage, gifts or any other consideration, contingent upon or resulting from the award of this Agreement. For breach or violation of this warranty, the City shall have the right to rescind this Agreement without liability or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of such fee, commission, percentage or gift.

109. Publicity

Automated Speed Safety Camera System Page 19 of 60 Template Rev.3.24.2025 Upon City’s prior written approval, any publicity generated by Contractor for the project funded pursuant to this Agreement, during the term of this Agreement or for one year thereafter, will make reference to the contribution of the City of Oakland in making the project possible. The words “City of Oakland” will be explicitly stated in all pieces of publicity, including but not limited to flyers, press releases, posters, brochures, public service announcements, interviews and newspaper articles.

City staff will be available whenever possible at the request of Contractor to assist Contractor in generating publicity for the project funded pursuant to this Agreement. Contractor further agrees to cooperate with authorized City officials and staff in any City-generated publicity or promotional activities undertaken with respect to this project. 110. C onflict of Interest
(a) Contractor
T
he following protections against conflict of interest will be upheld:
(1) Contractor certifies that no member of, or delegate to the Congress of the United States shall be permitted to share or take part in this Agreement or in any benefit arising therefrom.
(2) Contractor certifies that no member, officer, or employee of the City or its designees or agents, and no other public official of the City who exercises any functions or responsibilities with respect to the programs or projects covered by this Agreement, shall have any interest, direct or indirect in this Agreement, or in its proceeds during his/her tenure or for one year thereafter.
(3) Contractor shall immediately notify the City of any real or possible conflict of interest between work performed for the City and for other clients served by Contractor. (4) Contractor warrants and represents, to the best of its present knowledge, that no public official or employee of City who has been involved in the making of this Agreement, or who is a member of a City board or commission which has been involved in the making of this Agreement whether in an advisory or decision- making capacity, has or will receive a direct or indirect financial interest in this Agreement in violation of the rules contained in California Government Code Section 1090 et seq., pertaining to conflicts of interest in public contracting. Contractor shall exercise due diligence to ensure that no such official will receive such an interest.
(5) Contractor further warrants and represents, to the best of its present knowledge and excepting any written disclosures as to these matter s already made by Contractor to City, that (1) no public official of City who has participated in decision-making concerning this Agreement or has used his or her official position to influence decisions regarding this Agreement, has an economic interest in Contractor or this Agreement; and (2) this Agreement will not have a direct or indirect financial effect on said official, the official’s spouse

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or dependent children, or any of the official’s economic interests. For purposes of this paragraph, an official is deemed to have an “economic interest” in any (a) for-profit business entity in which the official has a direct or indirect investment worth $2,000 or more, (b) any real property in which the official has a direct or indirect interest worth $2,000 or more, (c) any for -profit business entity in which the official is a director, officer, partner, trustee, employee or manager, or (d) any source of income or donors of gifts to the official (including nonprofit entities) if the income totaled more than $500 in the previous 12 months, or value of the gift totaled more than $350 the previous year. Contractor agrees to promptly disclose to City in writing any information it may receive concerning any such potential conflict of interest. Contractor’s attention is directed to the conflict of interest rules applicable to governmental decision-making contained in the Political Reform Act (California Government Code Section 87100 et seq.) and its implementing regulations (California Code of Regulations, Title 2, Section 18700 et seq.).

(6) Contractor understands that in some cases Contractor or persons associated with Contractor may be deemed a “City officer” or “public official” for purposes of the conflict of interest provisions of Government Code Section 1090 and/or the Political Reform Act. Contractor further understands that, as a public officer or official, Contractor or persons associated with Contractor may be disqualified from future City contracts to the extent that Contractor is involved in any aspect of the making of that future contract (including preparing plans and sp ecifications or performing design work or feasibility studies for that contract) through its work under this Agreement.

(7) Contractor shall incorporate or cause to be incorporated into all subcontracts for work to be performed under this Agreement a provision governing conflict of interest in substantially the same form set forth herein.

(b) No Waiver. Nothing herein is intended to waive any applicable federal, state or local conflict of interest law or regulation.

(c) Remedies and Sanctions . In addition to the rights and remedies otherwise available to the City under this Agreement and under federal, state and local law, Contractor understands and agrees that, if the City reasonably determines that Contractor has failed to make a good faith effort to avoid an improper conflict of interest situation or is responsible for the conflict situation, the City may (1) suspend payments under this Agreement, (2) terminate this Agreement, (3) require reimbursement by Contractor to the City of any amounts disbursed under this Agreement. In addition, the City may suspend payments or terminate this Agreement whether or not Contractor is responsible for the conflict of interest situation.

111. Validity of Contracts

The Oakland City Council must approve all Agreements greater than $250,000. This Agreement shall not be binding or of any force or effect until signed by the City Administrator or his or her designee and approved as to form and legality by the City Attorney or his or her designee.

112. Governing Law

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This Agreement shall be governed and construed in accordance with the laws of the State of California, without reference to its conflicts of laws principles. Any action or proceeding to enforce the terms of this Agreement shall be brought in the courts of Alameda County, Oakland, California and each party agrees to waive any objections to personal jurisdiction and venue in the courts of Alameda County, Oakland, California.

113. Headings

Headings and captions used to introduce Sections and paragraphs of this Agreement are for convenience, only, and have no legal significance.

114. Construction
(a) Acceptance or acquiescence in a prior course of dealing or a course of performance rendered under this Agreement or under any Change Order, or Change Notice, shall not be relevant in determining the meaning of this Agreement even though the accepting or acquiescing party has knowledge of the nature of the performance and opportunity for objection.
(b) The language in all parts of this Agreement and any Purchase Order, Change Order, or Amendment, shall in all cases be construed in whole, according to its fair meaning, and not strictly for or against, either Contractor, City regardless of the drafter of such part.

115. Waiver

No covenant, term, or condition of this Agreement may be waived except by written consent of the party against whom the waiver is claimed and the waiver of any term, covenant or condition of this Agreement shall not be deemed a waiver of any subsequent breach of the same or any other term, covenant or condition of this Agreement.

116. Attorneys’ Fees

If either party commences an action or proceeding to determine or enforce its rights hereunder, the prevailing party shall be entitled to recover from the losing party all expenses reasonably incurred, including court costs, reasonable attorneys' fees and costs of suit as determined by the court.

117. Counterparts

This Agreement may be executed in any number of identical counterparts, any set of which signed by both parties shall be deemed to constitute a complete, executed original for all purposes.

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118. Remedies Cumulative

The rights and remedies of City provided in this Agreement shall not be exclusive and are in addition to any other rights and remedies provided by law, including the California Uniform Commercial Code.

If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, shall be finally found to be void, invalid, illegal or unenforceable by a court of competent jurisdiction, then notwithstanding such determination, such term or provision shall remain in force and effect to the extent allowed by such ruling and all other terms and provisions of this Agreement or the application of this Agreement to other situation shall remain in full force and effect.

Notwithstanding the foregoing, if any material term or provision of this Agreement or the application of such material term or condition to a particular situation is finally found to be void, invalid, illegal or unenforceable by a court of competent jurisdiction, then the Parties hereto agree to work in good faith and fully cooperate with each other to amend this Agreement to carry out its intent.
119. Entire Agreement of the Parties

This Agreement supersedes any and all Agreements, either oral or written, between the parties with respect to the rendering of services by Contractor for the City and contains all of the representations, covenants and Agreements between the parties with respect to the rendering of those services. Each party to this Agreement acknowledges that no representations, inducements, promises or Agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not contained in this Agreement, and that no other Agreement, statement or promise not contained in this Agreement will be valid or binding.

120. Right to Offset (NOT APPLICABLE)

All claims for money or to become due from City shall be subject to deduction or offset by City from any monies due Contractor by reason of any claim or counterclaim arising out of this Agreement or any Purchase Order, Change Order, or Change Notice or any other transaction with Contractor. To the extent that there are amounts due to the City and to a state or federal funding agency, and the amount of the offset is insufficient to pay such amount in full, the amount of the offset shall be prorated between the City and such state or federal funding agency in proportion to the amounts due them.

121. Time is of the Essence (NOT APPLICABLE)

The Special Circumstances of this Agreement require Contractor’s timely performance of its obligations under this Agreement. Therefore, time is of the essence in the performance of this Agreement.

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122. Proprietary or Confidential Information

(a) Confidentiality Obligations. Confidential Information shall mean all proprietary or confidential information disclosed or made available by the other Party pursuant to this Agreement that is identified as confidential or proprietary at the time of disclosure or is of a nature that should reasonably be considered to be confidential, and includes but is not limited to the terms and conditions of this Agreement, which includes all Exhibits and Schedules, and all business, technical and other information (including without limitation, all product, services, financial, marketing, engineering, research and development information, product specifications, technical data, data sheets, software, inventions, processes, training manuals, know-how and any other information or material), disclosed from time to time by the disclosing Party to the receiving Party, directly or indirectly in any manner whatsoever (including wit hout limitation, in writing, orally, electronically, or by inspection); provided, however, that Confidential Information shall not include the Content that is to be published on the website(s) of either Party.

(b) Each Party agrees to keep confidential and not disclose to any third party and to use only for purposes of performing or as otherwise permitted under this Agreement, any Confidential Information. The receiving Party shall protect the Confidential Information using measures similar to those it takes to protect its own confidential and proprietary information of a similar nature but not less than reasonable measures. Each Party agrees not to disclose the Confidential Information to any of its Representatives except those who are required to have the Confidential Information in connection with this Agreement and then only if such Representative is either subject to a written confidentiality agreement or otherwise subject to fiduciary obligations of confidentiality that cover the confidential treatment of the Confidential Information.

(c) Exceptions. The obligations of this Section 122 shall not apply if receiving Party can prove by appropriate documentation, where appropriate, that such Confidential Information (i) was known to the receiving Party as shown by the receiving Party’s files at the time of disclosure thereof, (ii) was alread y in the public domain at the time of the disclosure thereof, (iii) entered the public domain through no action of the receiving Party subsequent to the time of the disclosure thereof, (iv) is or was independently developed by the Contractor without access to or use of the Confidential Information; (v) was provided to the Contractor by a third party who, to the best of the Contractor’s knowledge, was not bound by any confidentiality obligation related to such Confidential Information; or (vi) is required by law or government order to be disclosed by the receiving Party, provided that the receiving Party shall (i) notify the disclosing Party in writing of such required disclosure as soon as reasonably possible prior to such disclosure, (ii) use its commercially reasonable efforts at its expense to cause such disclosed Confidential Information to be treated by such governmental authority as trade secrets and as confidential.

(d) Contractor acknowledges that City is subject to public disclosure laws and that City will comply with requests for information (“RFI”), as it is required to do under the federal Freedom of Information Act, California Public Records Act, City of Oakland Sunshine Act or judicial or administrative court order. Contractor acknowledges that an RFI may pertain to any and all documentation associated with City’s use of Contractor’ s Services. Contractor further Automated Speed Safety Camera System Page 24 of 60 Template Rev.3.24.2025 acknowledges that it is obligated to assist and cooperate with City by producing all documentation that City requests as responsive to the RFI so that City may comply with its statutory obligations. City agrees to give Contractor as timely written notice as possible of the RFI such that Contractor may oppose the RFI or exercise such other rights at law as Contractor believes it has. However, Contractor must produce all RFI responsive documents City has requested to City and City will comply with the RFI unless, within the time frame established by the statute, judicial or court order under which the RFI is made, Contractor procures a Temporary Restraining Order or similar injunctive relief from a court or other tribunal of competent jurisdiction ordering City not to comply with that portion of the RFI which Contractor protests, pending final determination of Contractor’s protest of the RFI. Contractor further agrees to accept City’s tender of defense and to indemnify City and pay all City costs of defense in any litigation brought against City with respect to City not complying with that portion of an RFI that Contractor protests and will hold City harmless against any claims, attorneys’ fees, damages, fines, judgments, or administrative penalties, which may arise from any such actions. (
e) Notwithstanding the provisions of Section 122(d) above, when Contractor’s Services produce highly sensitive data, reports and other records, (“Records”) which mandate that both the City and Contractor take every lawful step to establish that the Records be exempted from disclosure. Contractor’s failure or refusal to also take action to protect the Records from disclosure shall be considered a material breach of the Agreement. 123. B usiness Tax Certificate
C
ontractor shall obtain and provide proof that it has a valid City business tax certificate.

Said certificate must remain valid during the duration of this Agreement. 124. C ompliance with State and/or Federal Standard (NOT APPLICABLE) B
y executing this Agreement, Contractor certifies that Contractor is not suspended, debarred, or otherwise excluded from participation in federal assistance programs. Contractor has submitted Schedule Z, Certification of Debarment and Suspension, attached hereto and incorporated by reference herein.
125. I nspection of Books and Records/Right to Audit
(
a) During the term of this Agreement, and for a period of four (4) years after the termination of this Agreement, or two (2) years after the closure of any disputed matter, whichever occurs later, (the “Audit Period”), Contractor shall maintain financial and operational records related to this Agreement or to any other Agreement with City. Contractor shall make all books and records open to inspection by the governing agency, City Auditor or their individually assigned designee during normal business hours at a location within a twenty -five (25) mile radius of the City of Oakland for the period of this contract and for a period of four years after the close of each contract year.

Automated Speed Safety Camera System Page 25 of 60 Template Rev.3.24.2025 (b
) During the Audit Period, Contractor hereby grants to City or its designee(s), upon one (1) days prior notice to Contractor, access to and the right to make copies of any of Contractor’s books, statements, documents, papers or records (“Financial Information”) which arise from or relate to the terms and conditions of this Agreement and the performance of any services pursuant to this Agreement, or any other Agreement between the parties, in order to permit City to conduct audits, examinations, excerpts and t ransition audits (collectively hereafter referred to as “Audit or Audits”). Contractor authorizes the City Auditor or his designee to obtain such information directly from these sources. City’s right to Audit and to make copies shall apply whether such Financial Information is located at Contractor’s offices or at Contractor’s banks, financial institutions or lenders, or at the offices of Contractor’s financial consultants, accountants or bookkeepers. For the purposes of such Audit, Contractor waives its right to the confidentiality of all Financial Information and Contractor authorizes the City or its designee(s) to access, obtain and make copies of Financial Information directly from Contractor’s banks, financial institutions or lenders, or from Contractor’s financial consultants, accountants or bookkeepers.
(
c) Such Audits may be performed by City through its employees or by its designees including, without limitation, a third-party auditor retained by City. City’s right to Audit under this Section 124 is independent, separate and distinct from any right to audit such books and records reserved by law or contract, or as a condition of funding, by the county, state or federal government. (d
) If any Audit of Contractor’s invoices or other records reveals any variance from any invoice to City, or of any amount of funds provided to Contractor by City which is in excess of the amount actually due to Contractor by City, then:

Contractor shall immediately refund any excess payment or funds received from City. In addition, if any Audit reveals any variance from any invoice or funds received from City in excess of one- half percent (.5%) of the amount shown on such invoice or the amount of funds actually due to or granted to Contractor by City, Contractor shall immediately reimburse City for all costs and expenses incurred in conducting such Audit. Failure to pay such variance and the cost of the Audit as required herein shall constitute and be deemed a material breach of the Agreement by Contractor and will subject Contractor to termination of the Agreement by City and to a breach of contract claim for damages by City. 126. No n -Discrimination/Equal Employment Practices
C
ontractor shall not discriminate or permit discrimination against any person or group of persons in any manner prohibited by federal, state, or local laws. During the performance of this Agreement, Contractor agrees as follows:
a. C
ontractor and Contractor’s subcontractors, if any, shall not discriminate against any employee or applicant for employment because of age, marital status, religion,

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gender, sexual orientation, gender identity, race, creed, color, national origin, mental or physical disability (including but not limited to Acquired- Immune Deficiency Syndrome (AIDS), and AIDS -Related Complex (ARC)), military or military veteran status, or any other legally-protected class. This nondiscrimination policy shall include, but not be limited to, the following: employment, upgrading, promotion or failure to promote, demotion or transfer, recruitment advertising, layoffs, termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship.

b. Contractor and Contractor’s Subcontractors shall state in all solicitations or advertisements for employees placed by or on behalf of Contractor that all qualified applicants will receive consideration for employment without regard to age, marital status, religion, gender, sexual orientation, gender identity, race, creed, color, national origin, mental or physical disability (including by not limited to AIDS, and ARC), military or military veteran status, or any other legally-protected class.

c. Contractor shall make its goods, services, and facilities accessible to people with disabilities and shall comply with the Americans with Disabilities Act and all other applicable federal, state, and local disability rights legislation.

d. If applicable, Contractor will send to each labor union or representative of workers with whom Contractor has a collective bargaining agreement or contract or understanding, a notice advising the labor union or workers’ representative of Contractor’s commitments under this nondiscrimination clause and shall post copies of the notice in conspicuous places available to employees and applicants for employment.

e. Contractors are required to disclose any disciplinary or investigatory actions against the Contractor by the Equal Employment Opportunity Commission (EEOC), Department of Fair Employment & Housing (DFEH), or the Office of Federal Contract Compliance Programs (OFCCP). Contractor agrees to disclose and has disclosed, any and all such disciplinary or investigatory actions in writing to the Project Manager. Failure to disclose such action prior to execution of this Agreement or any subsequent amendment shall be a basis for termination of the Agreement.

127. Americans With Disabilities

The Americans with Disabilities Act (ADA) requires that private organizations serving the public make their goods, services and facilities accessible to people with disabilities.

Furthermore, the City of Oakland requires that all of its contractors comply with their ADA obligations and verify such compliance by signing the Declaration of Compliance incorporated herein as Schedule C-1.
128. Local and Small Local Business Enterprise Program (L/SLBE)

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The City of Oakland has adopted a Local and Small Local Business Enterprise Program L/SLBE). The City’s current L/SLBE Program guidelines may be accessed via the following link:
https://cao-94612.s3.amazonaws.com/documents/LSLBE-Program- Guidelines_Revised.5.4.21.pdf

Contractor understands and agrees to the following:

a. Preference Points – Preference points are awarded based on the level of local, small local and very small local business participation that is proposed by contractors during the competitive solicitation process.

b. Maintaining Participation – As a condition of the award of this Contract, Contractor must achieve and maintain the levels of local, small local or very small local business participation for which preference points were earned during the competitive solicitation process or the levels of participation agreed upon by the Parties during negotiation of this Agreement. Failure to achieve and maintain the proposed levels of participation may result in the imposition of penalties as set forth in the above -reference Local and Small Local Business Enterprise Program guidelines.

c. Contractor shall submit information concerning the ownership and workforce composition of Contractor’s firm as well as its subcontractors and suppliers, by completing Schedule D, Ownership, Ethnicity, and Gender Questionnaire, and Schedule E, Project Consultant Team , which shall be attached hereto and incorporated herein.

d. The L/SLBE participation goal for this procurement was set at 0% based on an availability analysis conducted by the Department of Employment and Workforce Standards (DWES).

129. Other Applicable Ordinances:

Living Wage Ordinance

If the contract amount of this Agreement is equal to or greater than $25,000, Contractor must comply with the Oakland Living Wage Ordinance, Title 2, Chapter 2.28 of the Oakland Municipal Code. The Living Wage Ordinance requires that nothing less than a prescribed minimum level of compensation (a living wage) be paid to, among others, employees of service contractors (consultants) of the City. Oakland employers are also subject to the City of Oakland Minimum Wage law (see next section) and must pay employees wages and provide benefits consistent with the Minimum Wage law or Oakland Living Wage Ordinance, whichever is greater.

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If applicable, Contractor certifies that it has submi tted a completed Declaration of Compliance with the Living Wage Ordinance (Schedule N) to secure this Agreement, which is incorporated herein, and, unless specific exemptions apply or a waiver is granted, Contractor agrees that it must provide the following to its employees who perform services under or related to this Agreement:
a. Minimum compensation and Health Benefits – Effective July 1st of each year, Contractor shall pay adjusted Living Wage rates, dependent on whether health benefits are included. The current Living Wage Rates for each year can be found at https://www.oaklandca.gov/departments/workplace-employment-standards.

Contractor agrees to pay the rates as upwardly adjusted each year no later than April 1 in proportion to the increase at the immediately preceding December 31 over the year earlier level of the Bay Region Consumer Price Index as published by the Bureau of Labor Statistics, U.S. Department of Labor . Contractor shall provide proof that health benefits are in effect for those employees at the lower living wage rate no later than 30 days after execution of the Contract.

b. Compensated days off – Said employees shall be entitled to twelve compensated days off per year for sick leave, vacation or personal necessity at the employee's request, and ten uncompensated days off per year for sick leave. Employees shall accrue one com pensated day off per month of full -time employment. Part-time employees shall accrue compensated days off in increments proportional to that accrued by full-time employees. The employees shall be eligible to use accrued days off after the first six months of employment or consistent with compa ny policy, whichever is sooner. Paid holidays, consistent with established employer policy, may be counted toward provision of the required 12 compensated days off. Ten uncompensated days off shall be made available, as needed, for personal or immediate family illness after the employee has exhausted his or her accrued compensated days off for that year.
c. Federal Earned Income Credit (EIC) - To inform employees that he or she may be eligible for Earned Income Credit (EIC) and shall provide forms to apply for advance EIC payments to eligible employees. There are several websites and other sources available to assist contractor. Web sites include but are not limited to: http://www.irs.gov
, for current guidelines as prescribed by the Internal
Revenue Service.
d. Contractor shall provide to all employees and to Contracts and Compliance, written notice of its obligation to eligible employees under the City’s Living Wage requirements. Said notice shall be posted prominently in communal areas of the work site(s) and shall include the above-referenced information. e. Contractor shall provide all written notices and forms required above in English, Spanish or other languages spoken by a significant number of employees within 30 days of employment under this Agreement.
f. Reporting – Contractor shall maintain a listing of the name, address, hire date, occupation classification, rate of pay and benefits for each of its employees.

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Contractor shall provide a copy of said list to the Office of the City Administrator, Contracts and Compliance Unit, on a quarterly basis, by March 31, June 30, September 30 and December 31 for the applicable compliance period. Failure to provide said list within five days of the due date will result in liquidated damages of five hundred dollars ($500.00) for each day that the list remains outstanding.

Contractor shall maintain employee payroll and related records for a period of four (4) years after expiration of the compliance period. g. Contractor shall require subcontractors that provide services under or related to this Agreement to comply with the above Living Wage provisions. Contractor shall include the above -referenced sections in its subcontracts. Copies of said subcontracts shall be submitted to Contracts and Compliance.

Minimum Wage Ordinance
Oakland employers are subject to Oakland’s Minimum Wage Law, whereby Oakland employees must be paid the current Minimum Wage rate. Employers must notify employees of the annually adjusted rates by each December 15th and prominently display notices at the job site. The law requires paid sick leave for employees and payment of service charges collected for their services. This contract is also subject to Oakland’s Living Wage Ordinance (see Section 6, above), and must pay employees wages and provide benefits consistent with the Living Wage Ordinance, whichever are greater.

For further information, please go to the following website:
https://www.oaklandca.gov/topics/minimum-wage-paid-leave-service-charges

Equal Benefits Ordinance

This Agreement is subject to the Equal Benefits Ordinance of Chapter 2.32 of the Oakland Municipal Code and its implementing regulations. The purpose of this Ordinance is to protect and further the public, health, safety, convenience, comfort, property, and general welfare by requiring that public funds be expended in a manner so as to prohibit discrimination in the provision of employee benefits by City Contractors (contractors) between employees with spouses and employees with domestic partners, and/or between domestic partners and spouses of such employees. (Ord. 12394 (part), 2001)

The following contractors are subject to the Equal Benefits Ordinance: Entities which enter into a "contract" with the City for an amount of twenty- five thousand dollars ($25,000.00) or more for public works or improvements to be performed, or for goods or services to be purchased or grants to be provided at the expense of the City or to be paid out of moneys deposited in the treasury or out of trust moneys under the control of or collected by the city; and Entities which enter into a "property contract" pursuant to Section 2.32.020(D) with the City in an amount of twenty-five thousand dollars ($25,000.00) or more for the exclusive use of or occupancy (1) of real property owned or controlled by the city or (2) of real property owned by others for the city’s use or occupancy, for a term exceeding twenty-nine (29) days in any calendar year.

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The Ordinance shall only apply to those portions of a Contractor’s operations that occur (1) within the City; (2) on real property outside the City if the property is owned by the City or if the City has a right to occupy the property, and if the contract’ s presence at that location is connected to a contract with the City; and (3) elsewhere in the United States where work related to a City contract is being performed. The requirements of this chapter shall not apply to subcontracts or sub-contractors.

The Equal Benefits Ordinance requires among other things, submission of the attached and incorporated herein as Schedule N-1, Equal Benefits-Declaration of Nondiscrimination form.

For more information, see:

http://library.municode.com/HTML/16308/level2/TIT2ADPE_CH2.32EQBEOR.html#TOPTI TLE

Nuclear Free Zone

Contractor confirms that it has read and understood Ordinance No. 11478 C.M.S., titled “An Ordinance Declaring the City of Oakland a Nuclear Free Zone and Regulating Nuclear Weapons Work and City Contracts with and Investment in Nuclear Weapons Makers,” which restricts the City from entering into professional service agreements with nuclear weapons makers unless an exemption applies. Under Ordinance No. 11478 C.M.S., it is the City’s policy to minimize the expenditure of City funds on goods and services produced by nuclear weapons makers and Contractor is urged to comply with this policy in making purchases and subcontracts.

Contractor agrees to comply with Ordinance No. 11478 C.M.S. in the provision of services under this Agreement and certifies that it is not a nuclear weapons maker.

Slavery Era Disclosure

Contractor confirms that it has read and understood the Slavery Era Disclosure Ordinance, Oakland Municipal Code Chapter 9.60, which requires contractors providing (1) insurance services or (2) financial services to the city of Oakland (including, but not limited to, any bank in which the city deposits public funds and any investment managers), whether subject to a competitive bid or not, and (3) each textile, tobacco, railroad, shipping, rice and/or sugar company doing business with the city, including but not limited to, such businesses with a city franchise, to disclose information related to the legacy of slavery.

If applicable, Contractor certifies that it has completed a signed Slavery Era Disclosure Affidavit (Schedule S) to secure this Agreement, incorporated herein, and agrees to comply with Oakland Municipal Code Chapter 9.60.

130. City of Oakland Campaign Contribution Limits

This Agreement is subject to the City of Oakland Campaign Reform Act of Chapter 3.12 of the Oakland Municipal Code and its implementing regulations if it requires Council approval.

The City of Oakland Campaign Reform Act prohibits contractors that are doing business or

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seeking to do business with the City of Oakland from making campaign contributions to Oakland candidates between the commencement of negotiations and either 180 days after completion of or termination of contract negotiations.

If this Agreement requires Council approval, Contractor must sign and date an Acknowledgment of Campaign Contribution Limits Form attached hereto and incorporated herein as Schedule O.

131. Insurance

Unless a written waiver is obtained from the City’s Risk Manager, Contractor must acquire and maintain for the duration of this Agreement, the policies of insurance identified in Schedule Q, Insurance Requirements, attached hereto and incorporated herein . Contractor must submit proof of insurance, which shall be attached hereto and incorporated herein.

132. Political Prohibition

Subject to applicable State and Federal laws, moneys paid pursuant to this Agreement shall not be used for political purposes, sponsoring or conducting candidate's meetings, engaging in voter registration activity, nor for publicity or propaganda purposes designed to support or defeat legislation pending before federal, state or local government.

133. Religious Prohibition

There shall be no religious worship, instruction, or proselytization as part of, or in connection with the performance of the Agreement.

134. Prompt Payment Ordinance

This contract is subject to the Prompt Payment Ordinance of Oakland Municipal Code, Title 2, Chapter 2.06 (Ordinance 12857 C.M.S, passed January 15, 2008, and effective February 1, 2008). The Ordinance requires that, unless specific exemptions apply, the Contractor and its subcontractors shall pay undisputed invoices of their subcontractors for goods and/or services within twenty (20) business days of submission of invoices unless the Contractor or its subcontractors notify the Liaison in writing within five (5) business days that there is a bona fide dispute between the Contractor or its subcontractor and claimant, in which case the Contractor or its subcontractor may withhold the disputed amount but shall pay the undisputed amount.

Disputed late payments are subject to investigation by the City of Oakland Liaison, Division of Contracts and Compliance upon the filing of a complaint. Contractor or its subcontractors opposing payment shall provide security in the form of cash, certified check or bond to cover the disputed amount and penalty during the investigation. If Contractor or its subcontractor fails or refuses to deposit security, the City will withhold an amount sufficient to cover the claim from the next Contractor progress payment. The City, upon a determination that an undisputed invoice or payment is late, will release security deposits or withholds directly to claimants for valid claims.

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Contractor and its subcontractors shall not be allowed to retain monies from subcontractor payments for goods as project retention and are required to release subcontractor project retention in proportion to the subcontractor services rendered, for which payment is due and undisputed, within five (5) business days of payment. Contractor and its subcontractors shall be required to pass on to and pay subcontractors mobilization fees within five (5) business days of being paid such fees by the City. For the purpose of posting on the City's website, Contractor and its subcontractors, are required to file notice with the City of release of retention and payment of mobilization fees, within five (5) business days of such payment or release; and, Contractor is required to file an affidavit, under penalty of perjury, that he or she has paid all subcontractors, within five (5) business days following receipt of payment from the City. The affidavit shall provide the names and address of all subcontractors and the amount paid to each.

If any amount due by a prime contractor or subcontractor to any claimant for goods and/or services rendered in connection with a purchase contract is not timely paid in accordance the Prompt Payment ordinance, the prime Contractor or subcontractor shall owe and pay to the claimant interest penalty in the amount of ten percent (10%) of the improperly withheld amount per year for every month that payment is not made, provided the claimant agrees to release the prime contractor or subcontractor from any and all further interest penalty that may be claimed or collected on the amount pai d. Claimants that receive interest payments for late payment Prompt Payment ordinance may not seek further interest penalties on the same late payment in law or equity.

Contractor and its subcontractors shall include the same or similar provisions as those set forth above in this section in any contract with another contractor or subcontractor that delivers goods and/or services pursuant to or in connection with this City of Oakland purchase contract.

Prompt Payment invoice and claim forms are available at the following City of Oakland website:
https://www.oaklandca.gov/documents/contracts-and-compliance-forms-and-schedules or in
the Department of Workplace and Employment Standards, 250 Frank H. Ogawa Plaza, Suite 3341, Oakland, CA 94612.

Invoice and claim inquiries should be directed to the Department of Workforce and Employment Standards , City of Oakland Prompt Payment Liaison, 510-238-3970 or email [email protected]
.

135. Arizona and Arizona-Based Businesses (Not Applicable – see Reso 90764 C.M.S.)

Contractor agrees that in accordance with Resolution No. 82727 C.M.S., neither it nor any of its subsidiaries, affiliates or agents that will provide services under this agreement is currently headquartered in the State of Arizona and shall not establish an Arizona business headquarters for the duration of this agreement with the City of Oakland or until Arizona rescinds SB 1070.

Contractor acknowledges its duty to notify the Purchasing Department if it’s Business Entity or any of its subsidiaries affiliates or agents subsequently relocates its headquarters to the State of Arizona. Such relocation shall be a basis for termination of this agreement.

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136. Dispute Disclosure

Contractors are required to disclose pending disputes with the City of Oakland when they are involved in submitting bids, proposals , or applications for a City or Agency contract or transaction involving professional services. This includes contract amendments. Contractor agrees to disclose and has disclosed, any and all pending disputes to the City prior to execution of this agreement. The City will provide a form for such disclosure upon Contractor’s request.

Failure to disclose pending disputes prior to execution of this amendment shall be a basis for termination of this agreement.

137. Border Wall Ordinance

Contractor confirms that it has read and understood Oakland Municipal Code Chapter

2.22, Border Wall Ordinance, which prohibits the City from entering into any contractual agreement for the purchase of services, goods, equipment, cyber network or cloud computing, internet, or cloud- based computer technology or services with any “BORDER WALL ENTITY” (as defined by Section 2.22.020 of the Oakland Municipal Code), individual, firm, or financial institution who provides any services, goods, equipment or informa tion technology or cloud-based technology or services, to construction of a wall along any part of the United States-Mexico border unless the prohibition is waived.

Contractor certifies that it has completed a Declaration of Compliance with the Border Wall Ordinance (Schedule W) to secure this Agreement, incorporated herein, and agrees, as a material condition of this Agreement, that Contractor and its agents or subcontractors that provide goods or services to or for the City under this Agreement have not been hired to provide services, goods, products, equipment, or information or cyber technology, construction, architectural, engineering, or any professional services for the construction of the Border Wall, or any Border Wall Work or provide such services for the duration this Agreement. Contractor stipulates that failure to comply with the requirements of Oakland Municipal Code Chapter 2.22 shall constitute a material breach by Contractor of this Agreement. The City in its sole discretion shall determine such failure.

138. Sanctuary City Contracting and Investment Ordinance

Contractor confirms that it has read and understood Oakland Municipal Code Chapter

2.23, Sanctuary City Contracting and Investment Ordinance, which prohibits the City from contracting with any person or entity that provides the United States Immigration and Customs Enforcement (ICE), the United States Customs and Border Protection (CBP) Customs and Border Protection (CBP), or the Department of Health and Human Services Office of Refugee Resettlement (HHS/ORR) with any “data broker,” “extreme vetting,” or “d etention facilities” services (as defined in Oakland Municipal Code Section 2.23.020) unless the prohibition is waived.

Contractor certifies that it has completed a Declaration of Compliance with the Sanctuary City Contracting and Investment Ordinance (Schedule I) to secure this Agreement, incorporated

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herein, and agrees, as a material condition of this Agreement, that Contractor and its agents or subcontractors that provide goods or services to or for the City under this Agreement have not been contracted to provide ICE, CBP, or the HHS/ORR with data broker, extreme vetting, or immigration detention facilities services, and that the City, in its sole discretion shall determine such failure.

139. Assignment

Contractor shall not assign or otherwise transfer any rights, duties, obligations or interest in this Agreement or arising hereunder to any person, persons, entity or entities whatsoever, including, but not limited to, an assignment of this Agreement to (i) a parent, subsidiary or affiliate; (ii) an acquirer of substantially all of its assets; or (iii) a successor by merger or acquisitions, without the prior written consent of the City Attorney and City Administrator which shall not be unreasonably withheld. Contractor must provide written notice to the City of its intent to assign the Agreement no later than 60 days prior to the assignment. City’s consent may be conditioned upon retaining all rights it has at law against Contractor as Assignor.

In the event of Contractor’s assignment or transfer without such prior required written notice and or consent City shall be entitled to terminate this Agreement without any liability therefor.

If the City so terminates this Agreement, Contractor shall reimburse the City a prorated portion of the annual subscription fee paid by the City at beginning of the contract year, for the period following the termination date.

Consent to any single assignment or transfer shall not constitute consent to any further assignment or transfer. In the event that City consents to Contractor’s assignment of this Agreement, this Agreement and all of its provisions shall inure to the benefit of and become binding upon the parties and the successors and permitted assigns of the respective parties.

140. Third Party Beneficiary

This Agreement shall not be construed to be an agreement for the benefit of any third party or parties, and no third party or parties shall have any claim or right of action under this Agreement.

141. Severability/Partial Validity

If any term or provision of this Agreement, or the application of any term or provision of this Agreement to a particular situation, shall be finally found to be void, invalid, illegal or unenforceable by a court of competent jurisdiction, then notwithstanding such determination, such term or provision shall remain in force and effect to the extent allowed by such ruling and all other terms and provisions of this Agreement or the application of this Agreement to other situation shall remain in full force and effect.

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142. Force Majeure

Neither party shall be held liable for the failure to perform any obligation, or for the delay in performing any obligation, arising out of or connected with this Agreement if such failure or delay results from or is contributed to by any cause beyond its reasonable control including failures or delays caused by the act or omission of any governmental authority, fire, flood, failures of third party suppliers, acts or omissions of carriers, transmitters, providers of telecommunications or Internet services, vandals, hackers or other event beyond its reasonable control.

143. Performance Bond

Promptly before the Agreement is fully executed and before Contractor commences work, Contractor will provide to City (specifically, to the City representative to whom Notices should be sent as is specified in Section 12 (“Notices”), a corporate surety bond, in the form of a Performance Bond, in the penal sum of 100% of the Contract Price of the System to guarantee Contractor’s faithful performance of its duties under this Agreement should it default or become insolvent. Contractor must
keep the Performance Bond current for the duration of this Project through System Acceptance or Beneficial Use. The executed Performance Bond will be incorporated herein by this reference.

Schedule Q: City of Oakland Insurance Requirements

To Access the Current Schedule Q: City of Oakland Insurance Requirements, click the link below.

https://www.oaklandca.gov/topics/risk-management

144. Utilization by Other Agencies
Subject to applicable state law and with the City’s prior written consent in each instance, the City may, at its sole discretion, permit other state and local governmental agencies, political subdivisions, and/or school districts (“Agency”) to utilize this Agreement to obtain Information Technology Products and Related Services (“Agreement”) under all terms and conditions specified herein, provided that:

1. No Negative Impact: Such utilization shall not adversely affect the City’s rights, pricing, service levels, or any other terms or obligations under this Agreement, as determined by the City in its sole discretion.

2. No Agency Relationship: Nothing herein shall be deemed to authorize or empower any Agency to act as an agent for the City in connection with the exercise of any rights hereunder,

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and neither party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other.

3. Separate Agreements: Each Agency shall enter into a separate agreement with the Contractor, and the City shall have no responsibility or liability whatsoever for any debts, liabilities, damages, claims, or expenses incurred by any Agency in connection with such separate agreements.

4. Indemnification: Each Agency shall indemnify, defend, and hold harmless the City, its officers, employees, and agents from and against any and all claims, damages, losses, and expenses (including attorneys’ fees) arising out of or resulting from the Agency’s use of this Agreement.

5. Insurance: Each Agency shall provide evidence of insurance coverage satisfactory to the City prior to utilizing this Agreement.

6. No Obligation: Nothing in this section shall obligate the City to permit any Agency to utilize this Agreement

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EXHIBIT 2

STATEMENT OF WORK

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Scope of Work
Automated Speed Safety Camera System

1.001 The City of Oakland (City) is seeking proposals to implement and provide for the design, installation, maintenance, and operation of an automated speed safety camera system. The City seeks fixed speed cameras to be put in place at 18 locations, with cameras positioned to enforce both approaches of traffic on two-way roadways. The Contractor may be required to remove, relocate, and/or replace SSC systems at no additional charge to the City. The system should commence operation in 2025 (see milestones in section 15) and be in place for at least five years. All camera systems must adhere to the specifications outlined in California Assembly Bill (AB) 645.

1.000 1. System Planning and Design

1.010 In coordination with the City, plan and design each system approach for any new approach or approach requiring removal. Plans will adhere to all applicable requirements and consider all applicable guidelines.

1.020 Conduct necessary analysis such as but not limited to site and structural analysis and field locating of assets. Contractor is responsible for obtaining necessary permits, approvals, and certifications as required by the applicable governmental entity having jurisdiction within the public right of way unless otherwise informed by the City

1.030 Of the 18 camera systems to be installed, each location has different existing conditions outlined in detail in Attachment G. Variable installation costs should be captured in the cost proposal spreadsheet. Additional costs for capital upgrades should be frontloaded into the first two years; monthly rates should stabilize by the third year (and later) of camera operation.

1.040 Please specify the approximate power draw per system and provide a cost estimate for 24- hour operation. Contractor must coordinate power connection installation with PG&E.

While power costs will be paid by the City through its existing PG&E contract, contractor is responsible for monitoring and reporting power usage to prevent overbilling

1.050 Obtain the necessary permits, approvals, clearances, electrification, and certifications as required by the applicable governmental entity or entities or other agencies having jurisdiction within the right of way.

1.060 Perform project management functions such as leading project meetings and field visits.

1.070 Ensure all SSC Systems are designed in compliance with AB 645.

1.080 Deliverable 1: Complete set of plans signed by the vendor's licensed engineer registered in the state of California for review and approval through the City.

2.000 2. Data Collection and Evaluation

2.010 Gather speed related data before mobilization and installation of any SSC system component.

2.020 Collect, manage, maintain and provide violation-related and traffic-related data during operation of any SSC system component. Any violation-related data must be managed in compliance with the provisions outlined in Section 8. All violation data, metadata, photographs, license plate captures, statistical data, logs, reports, and analysis created by or collected through the SSC Systems under this Agreement (‘City Data’) is and shall remain

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City property. Contractor shall not use or distribute this data without written consent from the City

2.030 Evaluate data as required throughout the system life cycle (such as but not limited to before and after speed studies, violation rates, and other data required under AB 645).

2.040

2.041
Collect, manage, maintain and provide photographic evidence of alleged violations in accordance with retention requirements. Further, describe type of imagery used and address image quality and accuracy.

All deliverables, including but not limited to reports, plans, calibration logs, photos, speed data, metadata, violation data, and configuration files produced under this Agreement, shall be the sole and exclusive property of the City. Contractor grants the City a royalty-free, irrevocable, non-exclusive license to use any proprietary methodologies included in deliverables.

2.050 Deliverable 2: At a minimum, monthly generated reports containing the quantity of possible traffic violations, quantity and reasons for citation rejections, number of warning letters and Notices of Violation mailed each day, number and speed of vehicle passes, and any other data commonly collected by the photo enforcement system that will assist in the evaluation of each approach.

3.000 3. Installation, Relocation and Removal of SSC Systems

3.010 Install the System in accordance with AB 645, applicable plans, design review and permitting requirements. Contractor shall retain ownership of the SSC System equipment, but City shall own all City Data, which includes all images, metadata, speed records, and violation records collected by the SSC system, as defined in the Agreement. Contractor cannot sell or share this data with third parties without express City approval in writing Contractor shall be properly licensed to perform the work called for by this Scope of Work and the Contract documents, and shall remain so during performance of the work described in this Scope of Work. Contractor will use only properly licensed subcontractors. Related tasks include but are not limited to construction kick-off meetings, securing traffic control, installing attachments on existing poles or new pole construction and installation, installing signage, and managing electrification.

3.020 Relocate or remove any system component upon request by City in accordance with the applicable plans, design review and permitting requirements and/or to comply with California Vehicle Code section 22425 (p). Upon written City request, the Contractor shall remove or relocate any system component within 30 calendar days. City shall have the right to deem delays a breach, subject to the Termination for Clause.

3.030 Upon the end or termination of the contract or by direction of the City, remove SSC systems in accordance with applicable plans, design review and permitting requirements. Contractor shall, upon termination or expiration, assist the City in transitioning SSC operations to a successor vendor or internal City team. This shall include exporting all data in usable format (CSV/Excel/XML), training staff, and full documentation of system configurations at no additional cost to the City

3.040 Deliverable 3: Monthly progress reports prior to installation of SSC Systems; anticipated construction schedules; needed construction permits; approvals, and as-builts.

4.000 4. Operationalize SSC Systems

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4.010 Activate SSC Systems concurrently or in a phased manner, as agreed upon by the City in writing.

4.020 Perform acceptance testing to verify the SSC Systems conform to the City's specifications and requirements.

4.030 Conduct initial and interim warning periods, when applicable, during which warning letters are mailed in lieu of citations with fines according to AB 645.

4.040 Conduct responsive adjustments to hardware and firmware as required due to, but not limited to, changes to speed limits or traffic signals.

4.050 Be available to conduct on-site field visits with city staff.

5.000 5. Maintenance of equipment and software

5.010 Regularly maintain SSC systems to ensure that Equipment and related services of each system are in good working order, with minimal service interruption (less than 5%), and ensure they are up to date with current technology and other information assurance requirements.

5.020 Inspect poles (both existing and any new poles installed by the Contractor) and equipment quarterly, at minimum, to check for damage, vandalism, structural integrity, and unauthorized posting of materials or graffiti. Unauthorized postings and graffiti shall be removed expeditiously and costs will be absorbed by the Contractor. Contractor must notify the City of any structural issues that could pose a safety risk and assumes liability for failing to identify or address defects in equipment.

5.030 Verify SSC System calibration and certification or otherwise demonstrate accuracy of violation events captured at least every 60 days for each location.

5.040 Provide emergency repair services to equipment that experience failures that could prove hazardous, and provide a twenty-four (24) hour emergency contact number for City employees to contact in case of emergency situations.

5.050 Conduct monthly site visits to each SSC System and SSC location-specific sign to monitor conditions and proactively address maintenance.

5.051 Each camera unit shall be calibrated every 60 days in accordance with the manufacturer’s instructions, and at least once per year by an independent calibration laboratory.

5.052 Documentation of the regular inspection, operation, and calibration of each SSC System shall be retained at least 180 days after the date on which the SSC System has been permanently removed from use.

5.060 Report Equipment or related services outages within 4 hours of occurrence, except under extreme circumstances such as natural disasters. Report impacts to data, firmware or hardware whether pertinent to the customer or agency dashboard or to the camera Products, and provide periodic updates regarding restoration of Service. If the equipment cannot be made operational within 24 hours of when issue occurred, the camera or equipment will be replaced at no charge to the City. Unless otherwise approved by the City, equipment being replaced due to damage, defacement or inoperability must be replaced with new equipment.

5.070 Document via electronic log or other acceptable means of reporting that may be made available to the City upon request but not less than every two months: the preventive maintenance of all camera equipment and radar components and related services, and all repair activity, planned, unplanned, or emergency, to be maintained by the contractor for

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each incident reported. The City shall have the right to review and audit Contractor’s documentation, including but not limited to site evaluations, calibration logs, maintenance logs, power usage records, subcontractor status logs, and firmware revisions at any time and without limitation, with 72 hours’ notice

5.090 Provide the City with accessible technical support for critical SSC Systems.

5.100

5.105
Ensure the SSC Systems are updated and upgraded with current photo enforcement software and hardware technology. As the Contractor develops and offers new products or upgrades of existing products, the Contractor will give the City the opportunity to upgrade to the newest product offerings. The Contractor will not implement technology upgrades without the City's approval. Requests to employ technical upgrades shall be made in writing.

Updates and upgrades to the SSC System will be at no charge to the City.

Equipment Warranty: Contractor warrants all equipment will substantially conform to system design for a minimum of 5 years. Equipment that becomes inoperable outside of extreme weather events must be replaced within 24 hours at Contractor’s expense (§5.060)

5.110 Deliverable 5A: Provide and report on a preventive maintenance program and, in times of emergency, repair damage of faulty equipment to achieve reasonable reliability and availability of the system.

5.120 Deliverable 5B: Certify speed safety system calibration at least every 60 days for each location

5.130 Deliverable 5C: Maintain documentation of monthly monitoring of every SSC-related field asset, including camera systems and signs.

5.140 Deliverable 5D: Provide SSC System updates and upgrades at no additional charge to the City.

6.000 6. Training of City Staff on SSC Systems

6.010 Provide training services and materials necessary, including a written handbook or some other documentation approved by the city, to ensure the proper operation of the equipment and performance of those functions for which the City staff will be responsible to review and/or testify.

6.020 Provide two days of on-site classroom, field, and hands-on training in accordance with state law and AB 645 requirements for certification of SSC Systems. Upon request of the City, training for updates and refreshers will be available up to six times per contract year.

6.030 Contractor ensures documentation is kept, and available upon request, of all training provided to the City employees.

6.040 Deliverable 6: Deliver training sessions, inclusive of all supplemental training materials, throughout the year on an annual and as-needed basis for the City personnel who will operate the SSC System, review photographic evidence and related violation data, and/or testify in administrative proceedings and any other personnel deemed necessary by the City within the first 3 months following contract execution and up to every 3 months as needed thereafter.

7.000 7. Manage Administration of Violation Life Cycle

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7.010 Provide the City with a secure and integrated SSC Program that provides for the complete life-cycle of Notice of Violation processing from violation event through to final disposition that allows designated staff to review, reject, or approve issuance. Authorized City personnel shall have the ability to perform functions including: approve/disapprove events, view all scanned images, search/view/update/print all event information, dismissing or voiding events, see the full history of a violation and any changes that are made.

7.012 Perpetual License to use Necessary Software and Tools: Contractor grants the City a perpetual, fully paid-up, royalty-free license to use all software, dashboards, or interfaces necessary to operate, manage, and extract SSC violation data during and after this Agreement. Contractor shall ensure continual access to these systems under any termination scenario

7.015

7.020
Data Security and Hosting Requirements: All City Data must be hosted on servers physically located in the continental United States. Contractor must comply with NIST cybersecurity framework, and notify City within 24 hours of any suspected security breach or incident involving data. Minimum standards should include: SOC 2 Type 2 compliance or ISO 27001; End-to-end encryption for violation data; No offshore storage or foreign subcontractors handling PII.

Gather violation data, review data using quality control measures, send potential violations to the City for review and validation, process validated violations as Notices of Violation (or warnings when applicable), track the citation disposition (e.g. payment, hearing, dismissal type, etc.) and administer returned mail in coordination with the City and in accordance with AB 645 and the Surveillance Technology Policy. Contractor is responsible for verifying addresses and re-sending notices (at least two attempts). Contractor is subject to legal review of Notices of Violation to confirm compliance with AB 645, California Vehicle Code, and due process requirements.

7.030 Be available for periodic spot checks of violation administration to ensure correct violation processing procedures are being followed and being done in the appropriate timeframe as outlined in AB 645. Spot checks will be performed by authorized City staff.

7.040 Capture, store, and make immediately available traffic volume data (e.g. speed breakdown, time of day volume, etc.) from each SSC System site. Individual camera site data shall be easily retrievable and shall be able to be imported by the City staff into XLS, CSV, or other mutually agreed upon format.

7.050 Provide maximum image clarity compatible with SSC Systems. Plate images and any other images required to issue the citation are the areas of primary concern with this requirement.

All images shall be stored in color and made available in JPG, BMP, GIF, TIFF, MPEG and AVI file formats or other mutually agreed upon format. Contractor shall make all archived photo enforcement images and related information (metadata) available for authorized City staff.

7.060 Deliverable 7: Collect and process digital images and violation data, conduct image and data quality review at every stage, update violation vehicle information to identify the vehicle, and then forward the information, violation data, and photographic evidence to the City for review and determination whether a citation should be issued. Forward the necessary images within 72 hours following the event.

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8.000 8. Data and Record Management

8.010 All data collected from the SSC Systems is confidential and must be maintained in compliance with applicable laws, including but not limited to AB 645, Oakland’s Surveillance Technology Ordinance, the Surveillance Impact Report and Surveillance Technology Use Policy (Attachments E and F), and Oakland Municipal Code. Contractor is prohibited from sharing, repurposing, or monetizing collected data, except as specifically authorized by the City. Contractor shall ensure the confidentiality, integrity, and availability of collected data by employing appropriate safeguards to properly protect components of the overall system architecture.

8.015 Ban on Monetizing or Reusing Violation Data per Cal. Veh. Code §22425 (p)(3)(A) & privacy standards under AB 645: “Contractor shall not analyze, sell, license, distribute, mine, or use any City Data (including anonymized data sets) for training algorithms, AI models, commercial purposes, or any analysis except as directed by the City in writing.”

8.020 Provide a secure database to store violation data and imagery (still images only) to support the tasks and services related to the processing of Notices of Violation.

8.030 Provide secure web-based dashboards to view photographic evidence of the violation and related violation data of any rejected violation or violation resulting in a citation. The dashboards’ login pages and all screens upon login shall provide contractor contact information.

8.040 Provide a standard relational database to allow authorized the City personnel to easily enter, access, search, and sort the database by various parameters including but not limited to: date of event, violation or alert tracking number, time of event, location of event, vehicle registration plate information, vehicle registration plate issuing state, specific lane in which the event occurred, non-processing reject code, average speed of detected vehicles, highest violator speed per site (daily, weekly, monthly), rejects/approvals/performance by the City personnel, and error alert type by date and location.

8.050 Contractor must disclose how they will secure data against breaches and unauthorized access through a data protection plan.

8.060 Deliverable 8.1: Provide secure online dashboards with associated databases for processing, reviewing, retrieving, exporting, storing, maintaining, and analyzing all citation-related data as well as traffic data collected by the system.

9.000 9. Speed Camera Citation System (SCCS)

9.010 The City shall oversee, maintain control, and have the final decision over all enforcement activities, including the determination of when and whether a Citation should be issued.

9.020 All SCCS and related systems and modules shall be web-based and compatible with all widely used browsers, including Internet Explorer, Chrome and Firefox.

9.040 Contractor shall be responsible to establish and maintain an alternate location from the primary data storage center. All data centers used in conjunction with the Agreement must be located within the continental United States.

9.050 Contractor shall integrate the SCCS and related systems with the City's existing parking citation management software to the fullest extent feasible.

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9.060 Contractor shall also provide the following:

9.070 a) Sufficient technical personnel so that in the event of hardware or software failure, diagnostic and corrective measures can support the system availability requirements noted below.

9.080 b) Backup and recovery procedures that can be used to restore or recover data and entire SCCS.

9.091 c) Appropriate and current web application security project protocols. Contractor shall not modify any web application security protocols without written notification to and written approval from the City.

9.092 SCCS Availability shall be as follows:

9.093 a) A fully tested and functioning SCCS shall be made available concurrent with operationalization of the SSC Systems.

9.094 b) Contractor shall provide uptime to the SCCS and Hosted Services to achieve a 99.9% Service Level Availability. Exceptions can be made in the sole discretion of the City if requested prior to incident and approved in writing by the City.

9.095 c) The Contractor shall not be responsible for unavailability caused by third-party providers (e.g. wireless communication vendors) or the City network.

9.100 Task 9.1: Security

9.101 Contractor shall provide for the following security measures for SCCS related hardware, software and support services:

9.102 a) Ability to restrict the City staff access to the system by time of day and based upon proper authorization

9.104 b) Audit trail of any modification to Customer records or User access parameters.

9.105 c) Transaction histories with date, time and identification of every transaction.

9.106 d) Strict control and reconciliation procedures for every system update.

9.107 e) Software virus detection and control.

9.108 f) Appropriate back up and archiving techniques that are periodically tested and evidenced.

9.201 Task 9.2: Warning Notices

9.202 The SCCS shall support the issuance of Warning Notices rather than Citations for violations detected by the speed safety systems during the first 60 calendar days of enforcement under the SSC Program at each location. If additional systems are utilized on additional streets after the initial program implementation, the SCCS shall support the issuance of Warning Notices rather than Citations detected by the new speed safety systems during the first 60 calendar days of enforcement for the additional streets added to the program.

9.203 In addition, the SCCS shall ensure that a vehicle’s first violation within a designated jurisdiction for traveling 11 to 15 miles per hour over the posted speed limit is a Warning Notice, as required by AB 645. The SCCS shall support all phases of processing Warning Notices, and prepare proposed notices for City review within 72 hours of detection of a violation.

9.301 Task 9.3: Citation Processing

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9.302 The SCCS shall support all phases of Citation processing, from initial issuance of a Citation to final resolution by payment, dismissal, or other disposition. The SCCS shall perform the following functions for processing Citations:

9.303 a) Ensure that each electronically generated Citation has a unique number of algorithm check digits to avoid duplication.

9.304 b) Ensure compliance with warning notice requirements in AB 645 prior to issuing a Citation.

9.305 c) Provide an audit trail that lists the status of all Citations by number, regardless of whether a Citation was paid, dismissed, or otherwise disposed.

9.420 Task 9.4: DMV Data Integration

9.430 a) Contractor must provide real-time integration with the California DMV to obtain registered owner (RO) information, name and address processing based on vehicle license number (VLN) from original Citation and update Citation records for Citation processing.

9.440 b) The SCCS shall also use available communication mechanisms to obtain the same information from all other state motor vehicle registries where states allow such access, as well as for in- and out-of-state drivers with temporary license plate tags

9.460 c) Contractor must ensure that the SCCS will protect confidentiality for all data obtained from DMV and comply with all data confidentiality and security standards required by DMV or other state registries, and applicable state and local laws, including but not limited to AB 645, the Surveillance Technology Policy, and Oakland Municipal Code.

9.501 Task 9.5: Citation Detail

9.502 After all requirements of AB 645 have been met, for each violation of speed laws detected by an SSC System, Contractor shall prepare a proposed Citation, which must include a clear photograph of the license plate and rear of the vehicle only, and identify the specific section of the Vehicle Code violated, the camera location, and the date and time when the violation occurred. Contractor shall ensure that all Citations exclude images of the rear window area of the vehicle. The Citation shall include all of the following information:

9.503 a) The violation, including reference to the speed law that was violated, the speed of the vehicle, the speed limit for the road on which the violation occurred, and verification of the most recent calibration of the system in accordance with California Vehicle Code Section 22425(d)(3).

9.504 b) The date, time, and location where the violation occurred.

9.505 c) The vehicle license number and the name and address of the registered owner of the vehicle.

9.506 d) A statement that payment is required to be made no later than 30 calendar days from the date of mailing of the notice of violation, or that the violation may be contested pursuant to Vehicle Code Section 22427.

9.507 e) The amount of the civil penalty due for that violation and the procedures for the payment of the civil penalty or for contesting the notice of violation.

9.508 Contractor shall prepare the proposed Citations within 72 hours of the SSC System’s detection of a violation for the City review. Contractor shall comply with the statutory

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deadlines in mailing all Citations. The City has final authority as to whether a Citation should be issued.

9.509 The SCCS shall also provide the following information for all Citation records:

9.510 a) Summary Citation Data: Citation number, VLN and state of issuance, issue date and time, location, amount due, and current processing status.

9.512 b) Enforcement Data: Badge or ID number of the person issuing the Citation and issuing agency code.

9.513 c) Vehicle Data: Registered Owner information as referenced through DMV files;

9.514 d) Financial Data: The original Fine amount plus the dates and amounts of any penalties or fees that have accrued.

9.515 e) Mail Data: The mail date and description of all Notices or Correspondence letters mailed, including any return or forwarding mail information.

9.516 f) Adjudication Data: The date and time of any Administrative Review, Hearing, or Appeal and subsequent decision.

9.517 g) Protest Data: Date and disposition of Protests of Citations.

9.518 h) Correspondence and Notice Data: The date, time, and description of all Correspondence and Notices mailed relating to a Citation.

9.519 i) Payment Data: Payment date, payment source (e.g.; mail, in-person, online), payment amount, method of payment (e.g.; cash, check).

9.601 Task 9.6: Electronic Imaging

9.602 a) The SCCS will enable internal and, to a limited extent, external users to upload electronic or hard copy documents, files, e-mails, etc. to the Citation or other permanent account record.

9.701 Task 9.7: Pay-By-Web (PBW) Services

9.702 Contractor shall provide services that accept payments for Citations via the internet using a debit or credit card. Contractor shall balance all transactions and transferred amounts, and resolve any discrepancies. Contractor shall have the capacity to identify through the SCCS the distribution of funds through formulas required by the City and state law.

9.703 Services shall include the following:

9.704 a) Full compliance with Level 1 Payment Card Industry Data Security Standards including mandated updates. The Contractor shall act as Merchant of Record, unless the City exercises its right to assume this function.

9.705 d) Detailed information regarding each transaction, including last four digits of the credit card number, registration, date and time of transaction, authorization status, and amount of payment shall be captured and retained.

9.706 e) The service shall provide operational and management reports and appropriate audit trails to monitor the performance of the system.

9.707 f) Ability to perform research and payment investigations based on storage of muted credit card number.

9.708 g) Revenue received shall be deposited daily to the City designated account through electronic transfer.

9.801 Task 9.8: Cashiering Support

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9.802 a) Contractor shall provide a fully integrated cashiering system for in-person Citation payments, with access to system from the Oakland Parking Citation Assistance Center.

9.803 b) Contractor shall ensure that the cashiering system operates in a real-time mode, and shall provide the capability of accepting payments during periods when data communication lines are temporarily inactive. The system shall be capable of transferring transactions to the processing database within 15 minutes after data communication lines are restored.

9.804 c) Contractor shall ensure that the cashiering system performs the following functions:

9.805 i) Retrieval of information from the SCCS database such as Citation status, vehicle history, and DMV inquiries.

9.806 ii) Printing a detailed payment receipt.

9.807 iii) Creating a clear, auditable record of payments received including options for imaging of check or money order rendered at the Oakland Parking Citation Assistance Center.

9.808 e) Incorporation of security and financial control measures including, at a minimum:

9.809 i) Password security to gain access to the SCCS.

9.810 ii) Segregated cash out by operator.

9.811 iii) Automatic check endorsement.
iv) Separate totals for cash, check, money order and credit/debit card transactions

9.812 v) Reconciliation of payment transactions.

9.813 vi) The ability to provide ad-hoc, query-able reporting to build and customize reports by field for accounting and reconciliation needs.

9.101 Task 9.10: Web Portal

9.102 Contractor shall maintain a publicly accessible web portal to allow Customers to view status of Citations, including payments received and Citation Protest review status.

9.111 Task 9.11: Notices and Correspondence

9.112 The SCCS shall provide the following Citation notice and Correspondence functions in compliance with time periods set forth in AB 645:

9.113 a) Print and mail all approved Notices and Correspondence daily. Provide an image management system that tracks and processes incoming Correspondence and permit viewing of scanned Correspondence. Print and mail approved Notices of Violation daily (excluding weekends and approved City holidays).

9.114 b) Provide an automated Correspondence function that allows the City staff to automatically generate form letters to the satisfaction of the City.

9.115 c) SCCS shall automatically generate all Notices mailed for Citations.

9.116 d) Contractor shall comply with all U.S. Postal Service requirements applicable to pre- sorting, bar coding, and first-class mail including the U.S. Postal Service’s “Domestic Mail Manual”.

9.117 e) Daily batch processing and printing of decision letters and complete electronic image updated to file, including all Customer specific information; Correspondence will be held for 24 hours after decision for internal quality control.

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9.118 Deliverable 9.1: Perform acceptance testing on SCCS testing prior to implementation of SSC systems and within the timeframe identified in the Implementation Schedule to ensure SCCS meets requirements identified in Tasks 9-12 of this Scope of Work.

9.2 Implementation of SCCS that meets the requirements identified in Tasks 9-12 of this Scope of Work.

9.3 Preparation of a Routine Maintenance Plan prior to implementation of SCCS.

10.000 Support Services for the City Review and Disposition of Citation Protests

10.010 The SCCS shall provide a fully integrated adjudication module to allow for the effective and timely processing of requests for administrative review in compliance with AB 645 and applicable law.

10.100 Task 10.1: Protest Submission

10.101 Contractor shall provide the ability for Customers to submit Protests for Administrative Review and Administrative Hearings by telephone, in writing, electronically, or in person.

Customizable business rules including review submission timeline requirements and payment deposits, if applicable, must be applied to all submissions and automated responses and/or Notices shall be mailed to Protestor via first class mail (as specified by AB 645) if their submission request does not meet the business rule requirements for review.

10.201 Task 10.2: Citation Protest Processing

10.202 The SCCS shall provide the following capabilities related to the processing of Administrative Reviews, Administrative Hearings and Appeals:

10.203 a) Allow reviewers to process reviews either by accessing the pending review queue or by license plate or by Citation number.

10.204 b) Automatically place a “hold” or "suspend" on the Citation payment deadlines pending Review.

10.205 c) Ability to capture information describing the disposition following Administrative Review Administrative Hearing or Appeal, including denial or approval of the Protest, date and time of the Review, the person conducting the Review, and the reason for denial or approval of the Protest.

10.206 d) Provide a “comments” field for each VLN that will allow both the first level reviewers and the Hearing Division to enter notes about a particular VLN, and a separate “comments” field for each Citation.

10.207 e) Ability to enter a decision upholding or denying a Protest or a pending status

10.208 f) Allow for an option of a deposit payment or a hearing deposit waiver form for a hearing to be applied to a Citation.

10.209 g) Online real-time updating of disposition at the time of a Hearing Officer’s decision, the hearing type (e.g.; in person, mail, telephone), the hearing date and any Fines or fees due.

The system shall also provide a complete audit trail of all information relating to each Protest and resulting disposition.

10.301 Task 10.3: City Decisions Upholding Protests

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10.302 Contractor shall, through the SCCS, automatically issue refunds to Protestors who successfully dispute citations.

10.303 Task 10.4: Processing Administrative Review and Hearing Decision Letters

10.304 a) The Contractor shall provide a flexible system to generate Administrative Review and Hearing decision letters, as well as other related Correspondence, matching the action or decision associated with the Citation record activity. All correspondence shall be tracked and retained for the associated SSC file.

10.305 b) At the conclusion of the Administrative Review, the system shall promptly generate and mail a notice explaining the disposition in sufficient detail so that the Protestor is able to understand why the Protest was denied or upheld; the notice shall also explain the appeal procedures if the Protestor wishes to request an Administrative Hearing.

10.306 c) The system shall attach an electronic final version of the letter and store it with the associated electronic case file.

10.307 d) Allow for transmission of letters by e-mail if Customer agrees via online system. Email notifications shall be tracked by the system within each electronic case file and responses from notification recipients shall be recorded and retained within the associated electronic case file.

10.270 e) The SCCS shall be capable of generating reports listing the Citation numbers at various stages or times in the Protest process so that the City can ensure Reviews are conducted in a timely manner in conformance with the law; for example, under Vehicle Code section 22427 subsection (b)(3), Hearings are required to be conducted within 90 days of a request for a Hearing, the CPMS needs to be capable of identifying cases not yet adjudicated that are nearing statutory deadlines.

11.000 Financial Processing

11.010 The SCCS shall be required to provide an integrated, comprehensive and fully auditable financial processing system for all financial transactions.

11.101 Task 11.1: Inspection of Records

11.102 The City shall have the right to inspect Contractor’s records, which include, but are not limited to: accounting records (hardcopy as well as computer data), written policies and procedures, organization charts, internal audit reports, all Correspondence, subcontractor files, reports, and any other documents relating to the performance of this Contract shall be open to inspection and subject to audit and/or reproduction by the City, the City auditors, the City Attorney, or designees of the City as necessary to adequately permit evaluation and verification of Contractor’s compliance with contractual provisions.

11.201 Task 11.2: Financial Reconciliation

11.202 a) All monies and receipts deposited to the City’s bank accounts shall be balanced to revenue distribution reports based upon the Citations paid and fees collected as reflected on Contractor’s SCCS. Contractor shall immediately research and resolve any discrepancies between processing logs/worksheets, batches, and databases and provide revenue distribution reports balanced to the cashiering system totals upon request.

11.203 b) Contractor’s SSC audit report shall be produced annually to align with the City’s fiscal year calendar (July-June).

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11.301 Task 11.3: Transaction Accounting

11.302 Contractor shall reconcile all transactions updated to the database based upon the individual needs of the City.

11.303 Contractor shall reconcile new Citations added to the database through all stages of processing, including initial receipt from the City, batching for data entry, subsequent processing, and update to Contractor’s SCCS.

11.304 Contractor shall be responsible for all actions taken by Contractor’s employees, agents, and Subcontractors.

11.401 Task 11.4: Returned Check Items

11.402 Contractor shall allow the City staff access to the SCCS to make adjustments and/or reverse payment transactions for returned check items, send customizable Correspondence to the Customer advising them of the consequences and penalties applied because of the returned check transaction, update the Citation record and resume normal noticing and processing of the Citation.

11.403 Task 11.5: Financial Adjustments

11.404 Contractor’s system shall process various financial adjustments and update the SCCS to accurately reflect Citation status. The City will research overpayments and payments applied in error, perform the necessary financial adjustments, allow the ability to transfer paid amounts between two Citations if required, and process manual refunds through the City Controller’s system in accordance with California law and the City policy. These transactions shall undergo an accounting process separate from the daily reconciliation for in-person, mail-in and online payments.

11.405 Task 11.6: Historical Payment Tracking

12.000 Reporting and Report Generation

12.010 Display and analyze vehicle speed and volume, violation rejection rate and type, Citations generated and other data required for automated Citation generation, Citation disposition, and comprehensive traffic analysis on photo enforcement locations.

12.020 Display and analyze SSC Program services and performance metrics such as technical and human error, system constraints, event-to-rejection rates, and post-assessment of data quality pertaining to dismissed Notices of Violation.

12.030 Provide the City with monthly, quarterly, and annual activity reports concerning SSC Program results.

12.040 Reporting-General Requirements

12.050 Contractor shall provide flexible management reports for data analysis and oversight of Contractor’s SCCS to the satisfaction of the City. Contractor shall provide reports that include but are not limited to the following areas:

12.060 a) Program management

12.070 b) Performance standards

12.080 c) Operational statistics

12.090 d) Revenue and financial reporting

12.100 e) Management summary

12.110 f) Transactional reports

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12.120 g) Reconciliation reports

12.130 h) Contract compliance

12.140 i) Management Reports

12.150 Contractor shall, through the SCCS, provide the City with the ability to run the following reports on a daily, weekly and monthly reports as required by the City:

12.160 a) Financial Reports – These reports shall include payments and totals, number of payments received, number of Citations processed, revenue received, form of payment, processor, batch number, breakdown of payment type, and adjustment for bad checks and total.

Monthly financial reporting shall include number of payments received, dollar amount received, notice date, transaction date (record update), Citation number, partial payments, refunds deducted, aged revenue, and Fine/penalty breakdown. The Revenue Distribution Report (RDR) shall be tailored to allocate all Citation revenue to the City, other issuing agencies, and the state as specified by the City.

12.170 b) Update Reports – These reports shall include the types of records updated, total records updated, and reconciliation of errors. In addition, transaction edit reports, production control reports, and workstation operator productivity reports shall be generated as requested by the City.

12.180 c) Citations Issued Reports – These reports shall include Citations issued by the City, issuing officer, area, and detail regarding the monetary value of Citations issued and amounts paid.

12.190 d) Citation Dismissal Reports – These reports shall include Citations dismissed by the City, issuing officer, and violation type.

12.200 e) Administrative Dismissal Reports – These reports shall include Citations dismissed by category, and CSRs and Hearing Officers.

12.210 f) Administrative Hold Reports – These reports shall include Citations that have been suspended by category, issuing officer, Customer service representatives, and Hearing Officers, and Citations added and deleted by category.

12.220 g) Notices Mailed Reports – These reports shall include Notices mailed by type and total mailed by type.

12.230 Task 12.6: Additional Reporting Requirements

12.240 a) SCCS must allow Users to modify standard report parameters and search and export criteria.

12.250 b) If not a part of the SCCS software, Contractor shall provide analytical business intelligence software (e.g. Business Objects, Tableau), including licenses for 10 Users. the City reserves the right to purchase additional licenses as needed.

12.260 Deliverable 12A: Submit data reports to the City within 10 days after the end of each calendar month. Data should be made available in electronic formats and hard copies

12.270 Deliverable 12B: Provide the City with monthly, quarterly, and annual activity reports concerning SSC Program results.

13.000 SCCS Training and Manuals

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13.020 Contractor shall provide the City staff with all necessary training, manuals and documentation to efficiently and effectively use all functions of the SCCS systems and all Contractor-supplied equipment, hardware, software and peripherals.

13.1 Deliverable 13: Training materials, manuals and documentation described in this Task.

14.000 Public Education and Outreach

14.010 Task 14.1: Provide assistance with public education campaign by producing collateral material for use in press releases, brochures, public services announcements, and website content.

14.030 Deliverable 14: Upon request, provide content regarding photo enforcement that may include content for use in videos, written publications, web-based material, and/or audio publications.

15.000 Implementation Schedule

15.010 The Proposals shall include a proposed implementation schedule which complies with the following:

15.020 1) Within 45 days from Notice To Proceed (after award):

15.030 a. Complete set of plans for 18 SSC Systems signed by the vendor’s licensed engineer registered in the state of California.

15.040 b. Detailed construction schedule, demonstrating coordination with Pacific Gas and Electric (PG&E) requirements.

15.050 2) Within 90 days from Notice To Proceed (after award):

15.060 a. Installation of roadside equipment at 18 SSC System sites, including the installation of required electrical connections and metering equipment as specified by PG&E.

15.070 b. Documents certifying calibration and testing of roadside equipment at 18 SSC System sites.

15.080 3) Within 100 days from Notice To Proceed (after award):

15.090 a. Operationalize 18 SSC Systems and fully tested/functional SCCS System. Commence 60- day warning period.

15.120 4) Monthly, beginning at 100 days from Notice To Proceed:

15.130 a. Send monthly flat fee invoice for Services.

16.000 Cost Proposal

16.101 The Cost Proposal shall provide pricing as a fixed monthly fee for each SSC System. The fixed monthly fee shall include compensation for all services performed as described in the Scope of Work.

16.102 Monthly payments will commence when the SSC systems are operational. All upfront capital infrastructure costs should be captured in the first two years of operation. The City of Oakland shall not be charged a monthly fee when the systems are not yet operational, for example during the initial planning, design and installation period. In addition, monthly payments will conclude on the 60
th month, even if there are additional services relating to the processing and enforcement of the Notices of Violation, removal of ASE systems, and

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the closeout of the project, which would extend beyond the operations period of the ASE system.

16.103 The Cost Proposal will be the basis for contract negotiations with the selected Proposer.

16.104

17.000

The City of Oakland will select the Consultant for award based on the firm that it determines will provide the best overall program services to the City. The City reserves the right to accept other than the lowest-priced offer, and to reject any Proposal that is non- responsive to this Solicitation.

Postage Costs and Methods

17.100

17.101
Postage and USPS Special Services for Notices: In addition to the firm, fixed price in the SOW, the City will reimburse Contractor, as a separate line item on its monthly invoice, for Contractor’s actual, out-of-pocket United States Postal Service (USPS) postage and required USPS special service fees incurred to mail City-authorized automated speed enforcement notices that Contractor mails on the City’s behalf. The notices include: (i) warning notices; (ii) notices of violation; (iii) administrative hearing, determination/decision, and appeal notices; (iv) means-based reduction, payment plan, and delinquency notices required by applicable law or City policy; and (v) other notices required by applicable law, this Agreement, or expressly directed in writing by the City.

Mailing method and compliance: Contractor shall mail each notice using the mailing method, address source, content, and timeframe required by applicable law and City ordinance/policy, including, if and as required, first-class mail with proof of mailing (e.g., USPS certificate of mailing) addressed to the registered owner’s address from the Department of Motor Vehicles. Contractor shall use the lowest-cost USPS service that satisfies those requirements and the City’s written instructions. Certified, registered, return-receipt, tracking, international mail, or any service beyond first-class with certificate of mailing is reimbursable only if required by law or pre-approved in writing by the City.

17.102

Actual cost only, savings passed through. Reimbursement is limited to actual USPS postage and required USPS special service fees, without mark-up, handling, or administrative charges. Contractor shall (a) utilize USPS automation and presort to obtain all available discounts and pass all savings through to the City; (b) apply CASS/NCOA and Intelligent Mail barcode where applicable; and (c) design mail pieces to qualify for USPS automation letter rates and one-ounce postage unless the City approves otherwise in writing.

17.103

Documentation, audit, retention. Each monthly invoice shall show a separate postage line item supported by itemization and documentation reasonably acceptable to the City, which may include USPS postage statements, meter/permit logs, mail manifests, and certificate-of-mailing logs. Contractor shall retain proof of mailing and supporting documents for each notice through the later of the records-retention period in this Agreement or final disposition of the related matter (including appeals and litigation) and shall make such records available for audit. The City may disallow or recoup reimbursement for postage that lacks required proof of mailing or was not authorized.

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17.104

17.105

17.106

17.107

17.108
Errors, returns, and re-mailing. Re-mailing necessitated by Contractor’s error or negligence (including insufficient postage where Contractor controlled postage, improper addressing contrary to law or City instruction, or missed deadlines within Contractor’s control) shall be at Contractor’s sole expense. If a notice is returned as undeliverable despite compliance with legal addressing requirements, Contractor shall process returns and, if directed by the City, perform a lawful address update and re-mail; such City-directed re-mailings are reimbursable at actual USPS cost.

Scope limitations. This Section authorizes reimbursement solely for USPS postage and required USPS special service fees. All other costs of preparing and mailing notices (e.g., printing, envelopes, inserts, translations, inserting/fulfillment, address validation/CASS/NCOA, returned-mail handling, image hosting, and data processing) are included in the firm, fixed price unless the City approves otherwise in writing. Contractor shall not include courtesy or duplicate mailings unless directed by the City in writing.

Program planning and variance management. The parties shall establish an annual Postage Plan and maintain a rolling 90-day volume and spend forecast. Contractor shall notify the City in writing within two business days if actual or projected monthly postage is trending more than 15% above the then-current forecast, and the parties shall promptly confer to confirm mailing priorities and any City instructions. This subsection is for planning and does not limit the mailing of notices required by law or the City; however, Contractor shall follow any lawful City direction on pacing or method so long as legal deadlines and requirements are met.

Appropriation, no guarantee of revenue or volume. City’s payment obligations are subject to annual appropriation as provided in this Agreement. The City makes no guarantee of minimum mailing volume, citation issuance, or program revenue, and Contractor shall not be entitled to lost profits or other damages arising from changes in law, policy, or appropriations. Nothing in this Section limits the City’s other audit, overpayment recovery, or termination rights.

Deliverable 17: Annual Postage Plan, with rolling 90-day volume and spend forecast.

No. Description Delivery
Model
Units
(fill-in if blank)
Unit of Measure
(fill-in if blank)
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6
(Extension)
Year 7
(Extension)
Speed Safety Cameras

SOFTWARE SOLUTION
Software Solution License 30 Users
E-commerce Web portal(s)
Cashiering Support

HARDWARE SOLUTION
Speed Safety Cameras and related infrastructure 18 locations Installation, maintenance and training

SPECIAL SERVICES

DOCUMENT PRODUCTION AND MAILING SERVICES
Outgoing Document Production
Incoming Correspondence and Payment Processing
Payment Processing
Accounts Receivable, Revenue and payment tracking
TOTAL (total price per year; paid monthly) flat fee 972,000$ 972,000$ 972,000$ 972,000$ 972,000$ 972,000$ 972,000$ * Please provide a software, hardware and
services all-inclusive annual price. All upfront
capital infrastructure costs to install cameras
should be captured in the first two years of
operations. Calculation: $4,500 fixed fee x 12 months x 18 locations = $972,000/year, $4,860,000/contract term

COST PROPOSAL - SSC

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EXHIBIT 3

CONTRACTOR’S CYBERSECURITY QUESTIONNAIRE

Note: This  questionnaire  is  for  the  Contractor  to complete.

Contractor's  Name:  Verra  Mobility
Address:  1150 Alma Street, Mesa, Arizona
Contact  Person:  Paul St. Jean
Email:  [email protected]
Phone  Number  :

Question

Answer
GI  General  Information

GI.1  How long  has your  organization  been established  or product  been in  the market?  https://www.verramobility.com/about/

GI.2  Does  the contract  with the City of  Oakland consist  50% or more on your  annual revenue?  No

GRC  Governance,  Risk,  and  Compliance

GRC.1  Does  your  organization  have  cyber  security  policies,  procedures,  and  standards  based  on  industry  standards?  Yes

GRC.2  Is  your  organization  compliance  with  SOC2,  ISO27001,  FedRamp,  PCI,  HIPPA,  etc.?  Verra  Mobility undergoes  multiple  SOC  2,  ISO  27001,  and  PCI  audits  annually wit

GRC.3

Does  your  organization  have  designated  Cybersecurity  personnel?

Yes
GRC, Assurance, SecOps and
Engineering teams under a VP of
Cybersecurity
EM  Encryption  Management

EM.1  Does  your  organization  protect  sensitive  information  during  transmission  with  proper  encryption  (ex.  IPSec,  FIPs,  Yes

EM.2  Does  your  organization  protect  sensitive  information  at  rest  with  proper  encryption  (ex.  AES‐256,  DEKS,  etc.)?  Yes

EM.3  Are all  laptop  devices  that  store  sensitive  information  encrypted?  Yes  Generally,  sensitive data  is  not  st EM.4  Does  your  organization  implement  TLS  certicates  on  internal  and  external  facing  websites?  Yes

EM.5  Does  your  organization  maintain  a  Public  Key  Infrastructure  with  an  up‐to‐date  certificate  authority?  Yes

DP  Data Protection

DP.1

How and where is the City of  Oakland's data stored?
SOC 2 Report can be provided upon requrest with NDA
and contains this information.

DP.2

How long  is the City of Oakland's  data  being retained  after  the contract  has  been  terminated  with  your organization? Verra Mobility adheres to the terms established in the
contract and would conform
to  Oakland's  requirements.

DP.3  Do you have the ability to delete City of Oakland's data upon request?  Yes

DP.4  Does  your  developers  or  system adminstrators  have access  to  City  of  Oakland's  data?  Is  the data  hashed?  Access is limited and privileged access is reviewed quarterly.

DP.5  Do you use the City of Oakland's data for testing  or training  of AI  module?  No

NS  Network  Security

NS.1  Are all  devices  that  store or  process  sensitive information  protected  from the Internet  by a  firewall?  Yes

NS.2  Does  your  organization  log  and  monitor  devices  that  store or  process  sensitive information?  Yes

NS.3  Does your organization control web access based on the risk (e.g. reputation, content, and security) of the sites being visited by the internal users?
Yes
NS.4  Does  your  organization  have  secured  network  architure  with  properly  designed  network  segmentation?  Yes

ES  Endpoint  Security

ES.1  Do  all  devices  that  store  or  process  sensitive information  utilize anti‐virus  software?  Yes  Crowdstrike

ES.2
Do all devices that store or process sensitive information at a minimum have all unnecessary ports and services disabled and the device is used for their dedicated functions?

Yes
Periodic testing through red team
excercises (internal and
external)
ES.3  Do all devices  that  store or process  sensitive information at  a  minimum system hardening  based  on CIS  standards?  Verra Mobility aligns to NIST 800‐53. Other standards, baselines, and approaches to system hardening are
considered but are not
committed

ES.4  Do all devices that store or process sensitive information at a minimum have a centrally managed infrastructure including the ability to deploy unified configuration changes? Yes
ES.5  Are all  laptop  and  mobile devices  that  store  sensitive information  encrypted?  Yes

AT  Awareness  Training

AT.1  Does  your  organization  have  a  cybersecurity  user  education  and  awareness  program?  Yes

AT.2  Does  your  orgnanization  perform  simulated  phishing  e‐mail  testing  of  the  employees'  phishing  awareness?  Yes  Quarterly (at  a minimum) VM  Vulnerability  Management

VM.1  Do  all  devices  that  store or  process  sensitive information  at  a  minimum have vulnerability  scanning  performed  at  Yes

VM.2  Are vulnerabilities  being  remediated  in  a  risk  based  priority (highest  priority  vulnerabilities  are  fixed  first)?  Yes

VM.3  Does  organization  still  use legacy Operating  System (OS)?  If  so,  please  specify the OS  versions.  Not  applicable  to  this  scope

VM.4  Does your  organization  keep  an inventory of  your  assets  with proper  identification?  Yes

TI  Threat  Intelligence

TI.1  Does  your  organization  participate  in  a  cyber‐intel  sharing  forum  or  subscribe  to  threat  intelligence  feeds?  (e.g.  ISAC,  Yes

TI.2  Does  organization  periodically  assess  the  organization's  attack  surfaces?  Yes

AC  Access Control

AC.1  Does your organization enforce complex password standards to user accounts? Please describe the password complexity.

Yes  8  characters;  3  classes;  60‐day  rot
AC.2  Does  your  firm  require  2‐factor  authentication  to  login  internal  applications  and  assets?  Yes

AC.3  Does organization enforce the least privilege principle (e.g. a user should access to the data/asset based on their job title or role responsibility)?
Yes

AC.4

Does your  organization  remove or disable dormant  accounts?  If  so,  what  is the frequency of the review?

Yes
Quarterly privileged access reviews,
semi‐annual reviews
of  general access.

AC.5  How  does  your  organization  perform  access  review?  Using a modern UAR tool in coordination with supervisors and systems owners.

AC.6  Does  your  organization  enforce  conditional  access  policies  to  prevent  unauthorized  access?  Yes

AC.7  If  software provider ‐   Does  your  software  separate users  and  tenants  from  administrator  access?  N/A

SC  Secured  Coding

SC.1  Does  your  organization  have  a  formalized  software  development  lifecycle  (SDLC)?  Yes

SC.2  Have your  developers  been  trained  in  secure coding  techniques  to  prevent  OWASP  vulnerabilities?  Secuity training  is  included

SC.3  Are  source  codes  saved  in  the organization's  controlled  and  secured  code repositories?  Yes

SC.4  Does  the  organization  use  segregated  environments  for  development,  Q&A,  and  production?  Yes

SC.5  Does  the  organization  subject  developed  code  to  static  code  analysis  and/or  static  application  security  testing  prior  Yes

SC.6  Does  the organization  leverage the use of  a  web  application  firewall  (WAF)  on  external  facing  applications?  Yes

SC.7  Does your  organization have the ability to keep  track,  monitor,  and  log  of  APIs?  Yes

IR  Incident  Response

IR.1  Has  your  organization  encountered  a  major  cybersecurity incident  or  breach  in  the past?  If  so,  please describe.  N/A

IR.2  Does  your  firm have an  Incident  Response Team with  a  formal process  to respond  to  cybersecurity events?  Yes

IR.3  Please  briefly  describe  your  incident  response  and  breach  notification  process?  Our  Cybersecurity Incident  Response Plan  (CSIRP)  is  modeled  on  NIST  requireme

IR.4

How does  your  organization  monitor  for  threats  and  cybersecurity  incidents? Extensive security tooling, 24/7 overwatch services, and a dedicated security operations
function

IR.5  Does  your  organization  retain  network,  application,  and  endpoint  logs  for  investigation?  Yes

AA  Audit  and Assessment

AA.1  Does  your  organization  perform  cybersecurity  audits  by  external  3rd  parties  at  least  annually?  Yes  See notes  above.  Multiple  audits AA.2  What  type of  audit  is  performed?  (e.g.  pen  test,  risk assessment,  regulation  compliance audit,  etc.)  In  addition  to the compliance  audits  addressed  previously,  pen  testing  is  perform AA.3  Does your organization  maintain an  IT Risk Register of  known risks  to the organization?  Yes

PM  3rd‐Party  Management

PM.1  When your organization must share data with other companies, do you require those companies to follow policies, and procedures for cyber security based on industry standards? Yes  Formal addendum with
requirements  stipulated
PM.2  Does  your  organization  have a  well defined  3rd  party or  vendor  management  program?  Yes

EP  Email Protection

EP.1  Does  your  organization  have capabilities  to  detect  and  block malicious  emails  prior  to delivery  to  the end  user?  Yes

EP.2  Does  your  organization  have  DMARC,  SPF,  DKIM  properly configured  at  the  email  protection  gateway?  Not  fully for each; Mostly

EP.3  Does the organization have the ability to scan email content and attachment for malware or phishing links prior to delivery to the end user?
Yes

Preston Pham (Jul 21, 2025 20:55 PDT)

h varying  scopes  and  systems.  Verra  Mobility is  a  publicly  traded company and  must  adhere to  SOX  compliance requirements.

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Email:  [email protected]

Contractor's Cybersecurity Questionnaire
Signature:

From: Paul St Jean
To: Raphael, Craig
Subject: Oakland Speed - cybersecurity questionnaire answers Date: Monday, August 4, 2025 11:06:16 AM
Hi Craig,

Here is the email regarding the cybersecurity questionnaire that we discussed on Friday.

a. Data Storage is based in the USA? Confirmed, all data storage remains within the continental US.
b. For email protection, respond to “not fully for each but mostly” Please elaborate? Confirmed SPF, DMARC, and DKIM are in place.
c. Incident breach NA. Please elaborate? No breaches reported for this solution.

Please confirm receipt.

Thank you,

Paul StJean
Strategic Accounts Executive – Government Solutions

VERRA MOBILITY
1150 N. Alma School Road, Mesa, AZ 85201
M 562 754 6521 | E [email protected]

Automated Speed Safety Camera System Page 56 of 60 Template Rev.3.24.2025

EXHIBIT 4

CITY’S SCHEDULES

 



Project Name & Number (or Project Description): Automated Speed Safety Cameras Contractor Legal Name: American Traffic Solutions, Inc. dba Verra Mobility

Phone: 480-443-7000 Email: [email protected]

Address 1150 N. Alma School Road City Mesa State AZ Zip 85201 Federal Taxpayer ID Number: 48-1114931 City of Oakland Business License Number: 00266994 Schedule D – (Ownership, Ethnicity, and Gender) Please be advised that ethnicity and gender information will be used for reporting and tracking purposes ONLY.

Part I - Ownership & Ethnicity of Prime: (Please check one and explain below) Self-Employed, Name of Owner Co rporation, State of Incorporation Kansas

Partnership, General or Limited Names of Partners
Joint Venture, Names of Participants
Ownership Interests
All owners must be listed
in this information

Part II - Ethnicity and Gender of Employees:

Male Female

Employment Category

Total
Employees

Oakland
Residents
African
American
Native
American /
Native Alaskan
Asian / Pacific
Islander

Caucasian

Hispanic

Other
African
American
Native
American /
Native Alaskan

Asian / Pacific
Islander

Caucasian

Hispanic

Other
Project Management 3 0 0 0 0 3 0 0 0 0 0 0 0 0
Professional 3 0 0 0 0 2 1 0 0 0 0 0 0 0
Technical 0 0 0 0 0 0 0 0 0 0 0 0 0 0
Clerical 8 0 0 0 0 2 1 0 0 0 1 1 3 0
Trades 0 0 0 0 0 0 0 0 0 0 0 0 0 0

Ethnicity
African
American
American Indian/
Alaskan Native
Asian /Pacific
Islander
Caucasian Filipino Hispanic Other
Number of Owners
% Of Total Ownership
Women
Joint Venture
Ownership

Undefined Category
64 0
4 8
0 19
7 5
2 1
1 8
3 5
Rev. 06/23 Page 2 of 3
Schedule M – (Independent Contractor Questionnaire) – PART A: TO BE COMPLETED BY PROPOSED CONTRACTOR Please answer questions “yes” or “no” whenever possible. When a more extensive explanation is re quired and there is no space on this form, please attach a separate sheet. The word “co ntract” refers to th e agreement the City is contem plating entering into with you. I f you are a corporation, in addition to completing this form, attach a Cali fornia Secretary of State busin ess registration record (from the website) showing “active” status and return with this questionnaire. Non-profits must also attach a California Attorney General charitable trust registration record.

Yes No

1. Have you performed services for the City prior to today? If yes, please indicate the time period and the nature of the services.

✔

2. Have you received any training, guidance, or direction from the City regarding the particular method or manner by which the work will be performed? If yes, please describe what you are expecting (or have received) in the way of training or direction.

✔

3. Will your services under the contract be performed on City property? If no, please describe where the services are to be performed. ✔

4. Do you expect to devote any full days (6 or more hours) or full weeks (30 or more hours) towards performing the services und er the contract? If yes, please indicate approximately how many full days and/or full weeks you expect to devote during the life of the contract.

For field service termination and configuration, we estimate completing approximately two sites per day. O ✔

5. Are there any set or fixed hours or days of the week during which the City is expecting you to perform services under the co ntract? If yes, please indicate the days and hours during which you will be performing services.

✔

6. In order to perform services under the contract, do you intend to provide your own supplies or equipment? If yes, briefly de scribe the equipment/supplies. Photo enforcement systems ✔

7. If your response to No. 7 is yes, has the City promised to or will you be expecting the City to reimburse you in any way for the cost of the supplies or equipment? ✔

8. Other than the above-referenced supplies and equipment, do you anticipate incurring any un-reimbursable out-of-pocket expens es in the performance of the contract with the City? If yes, please describe.

✔

9. Do you have federal and state employe r identification numbers? If so, please provide these numbers FEIN: 48-1114931 CA EDD: 107-0290-0 ✔

10. Within the past two years have you regularly performed the same type of services (as called for in the contract) for any client(s) or customer(s) other than the City? If yes, please identify the client(s) or customer(s) and briefly describe the services performed.

Please see Proposal Response Section C. Company Profile ✔

11. Do you currently have any client(s) or customer(s)s other th an the City for whom you are performing or will perform service s during the duration of the contract? If yes, please identify client(s) or cust omer(s) by name and briefly describe the nature of services performed.

Please see Proposal Response Section C. Company Profile ✔

12. If you are self-employed, in the past two years have you notified any insurance company in conjunction with obtaining a bus iness-related insurance policy that you are self-employed? If yes, please indicate the insurance company and the nature of the business-related policy.

Not applicable

13. If you are self-employed, do you have your own employees to help you perform the services called for by your contract? (Do not refer to independent contractors you may use to assist you.) Not applicable

Rev. 06/23 Page 3 of 3

FOR CITY USE ONLY
Based upon a review of this questionnaire and any other factors I have cited below; I have determined that this person (is) ( is not) an independent contractor.

Date
City Attorney/Assistant City Attorney/Deputy City Attorney PLEASE NOTE: For an electronic copy of this combined form and copies of other required standalone contract schedules, please go to:
https://www.oaklandca.gov/documents/contracts-and-compliance-forms-and-schedules:
 Proposed contractors must submit standalone contract Schedules I, N, N-1, O, S, W for compliance with City of Oakland policies, as applicable;  Proposed contractors must submit Schedule E and/or R indicating the use of subcontractors;  Proposed contractors must submit Schedule Z if the contract involves federal funds; and  Proposed contractors must submit insurance documents in compliance with Schedule Q.

Yes No

14. If you are self-employed, within the past two years have you been an employee of any employer (received a W-2)? If yes, state the employer(s), the date(s) of employment, and the nature of the services performed. Not applicable

15. Do you maintain a business location or office, which may include your residence? Does not include a residence (not self-employed) ✔

16. With regar d to the following, please indicate whether you have:
a. an existing business letterhead? ✔
b. an existing business phone number other than your home number? ✔ c. filed for a fictitious business name? If yes, please attach a certified copy of the County issued certificate and an affidavit of publication.

✔
d. done public advertising for your business? ✔

17. If you have answered parts or all of No. 16 with “Yes,” are the services represented in your answers the same type of services you will be performing for the City? ✔

18. Do you have a license from any governmental agency to perform the services under the contract? If yes, please state the typ e of license and the name of the licensing agency. Please see Proposal Response Section E: Organization Chart and Staff Qualifications ✔

19. If you are self-employed, please describe the extent of any personal financial investment you have made in order to be self -employed. You may either choose to indicate the actual dollar amount of investment or, without disclosing any dollar amount, briefly describe any purchases, leases, or other types of financial commitments made by you for self-employment purposes.

✔

By signing and submitting this combined form, the authorized representative hereby obligates the proposer/contractor(s) to the stated conditions referenced in this document. I declare under penalty of perjury that the foregoing is true and correct.

Print Name: Jon Baldwin Title: Executive Vice President, Government Solutions Signature: Date: 7/28/2025

Farrah Hussein (Oct 1, 2025 10:12:35 PDT)
Oct 1, 2025

July 8, 2025
Jared Bagnall
American Traffic Solutions, Inc. DBA Verra Mobility
1150 N Alma School Road
Mesa, AZ 85291
Dear Jared Bagnall,
Congratulations! Based on a review of the Declaration of Nondiscrimination (Schedule N-1) and supporting documentation, it has been determined that your firm is in full compliance with the Equal Benefits Ordinance (EBO), Chapter 2.32 of the Oakland Municipal Code. Your business is EBO certified with the City of Oakland.

While the letter does not bear an expiration date, please be advised that updated documentation is required for all substantive changes to the current compliance status. Substantive changes may include but are not limited to an open enrollment period after the date of this correspondence that includes benefits different from those reviewed for compliance; changes to the current collective bargaining agreement that affect the conditions of compliance with the Equal Benefits Ordinance; and/or changes to personnel policies affecting compliance with the Equal Benefits Ordinance. Please notify this office should any of these changes occur. Please note that the City of Oakland no longer issues EBO Compliance Certificates or EBO Memos, and this is the letter that should be used as proof of your EBO certification.

Should you have questions regarding this correspondence, please contact the City of Oakland Business Certification Team at [email protected]. Remember, attaching a copy of this letter satisfies the compliance review process.

Again, congratulations on this accomplishment, and best wishes in all your efforts to do business with the City of Oakland.

Respectfully,
Philip Lang
Assistant Contract Compliance Officer, Department of Workplace and Employment Standards (DWES)

Schedule N-1: Equal Benefits – Declaration of Nondiscrimination/Equal Access (Completed by the Prime Contractor/Consultant ONLY)

Chapter 2.32 - EQUAL BENEFITS ORDINANCE | Code of Ordinances | Oakland, CA | Municode Library The Equal Benefits Ordinance applies to entities that enter into a contract with the City for goods or services, public works or improvements, grants, and certain property contracts in the amount of $25,000 or more.

Section A. Vendor/Contractor/Consultant/Grantee Information Name of Company American Traffic Solutions, Inc. dba Verra Mobility

Contact Name Jared Bagnall Contact Title Manager, Human Resources

Address 1150 N Alma School Road

Mesa Arizona 85201
City State Zip
Phone Number 1.480.443.7000 Email Address [email protected]

Vendor Number Federal ID or Social Security Number 26-3302690 Approximate Number of Employees in the U.S. 1053

Are any of your employees covered by a collective bargaining agreement or union trust fund? Yes No Union Name(s)

Section B. Compliance
Does your company provide or offer access to any benefits to employees with spouses or to spouses of employees? (Please check one)

✔
Yes

No
Does your company provide or offer access to any benefits to employees with domestic partners1? (Please check one)
✔
Yes

No
Section C. Compliance Please check each benefit that applies

Benefits
Offered to
Employees
only
Offered to
Employees and
their spouses
Offered to
Employees and their
Domestic Partners
Not
Offered
at all
Employee
Handbook
attached
Health
✔

✔

✔

✔
Dental ✔ ✔ ✔

Vision ✔ ✔ ✔

Retirement (Pension, 401K, etc) ✔

Bereavement ✔

Family Leave ✔

Parental Leave ✔

Employee Assistance Program ✔ ✔

Relocation & Travel ✔

Company Discount, Facilities & Events ✔

Credit Union

Child Care

Other ✔ ✔ ✔

Signature: Date: 24 June 2025
1 Domestic Partner is defined as a same-sex couple, or opposite-sex couple registered as such with a state or local government domestic partnership registry To be completed by prime consultants only.

SCHEDULE E

PROJECT CONSULTANT TEAM LISTING
The consultant herewith must list all sub-consultants regardless of the tier and their respective percentages of the project work. No other sub-consultants. other than those listed below shall be us ed without prior written approval by the City of Oakland.

Provide all information listed and check the appropriate boxes. Firms must be certified with the City of Oakland in order to receive Local/Small Local Business Enterprise credits. At the time of submittal of Schedule E (for professional services), some USLBE-participation must be proposed in order to satisfy the requirement at the time of submission. If zero participation is presented, the proposal will not be accepted.

Date: 02.20.25

Prime Consultant: American Traffic
Solutions,
Inc. dba Verra
Mobility

Project Name:

Automated Speed Safety Cameras
Signed:

Type of Work Company Name Address and City Phone Number %of Project
Work
Dollar
Amount
LBE
VSLBE

SBE-LBE

LPG-LBE
Ethnicity
Gender
Electrical &
construction
Engineering
Services
Urban Design
Consulting
Engineers
1 Bluxome Street Suite 403, San
Francisco, CA 94107
(510) 868-1085
5% $234,000 x Asian, non-
Hispanic
Male
Print & Mail
Services CSG Systems,
Inc.
15404 Long Vista Drive, Austin,
Texas 78728
(402) 431-7490
11% $535,864 NL NL NL NL NL NL
Mail-in
Lockbox
Payment
Processing
Retail Lockbox 105 14
th Avenue, Suite 300,
Seattle, WA 98122
(206) 462-3135
1% $49,123 NL NL NL NL African
American/Non-
Black
Male
Electronic
Payment
Processing

Paymentus 11605 North Community House
Rd, Suite 300, Charlotte, NC 28277
(540) 250-6380
9% $417,084 NL NL NL NL NL NL
Attach add1t1onal page(s) 1f necessary.

Contractors are required to identify the ethnicity and gender of all listed firms majority owner. This information will be used for tracking purpo ses only. • (M=African American) (Al=Asian Indian) (AP=Asian Pacific) (C=Caucasian) (H=Hispanic) (NA=Native American) (O=Other) (NL=Not Listed) •• (M = Male) (F = Female) Revised l/21J2D22 OM
Marinship
Development
Interest, LLC
1485 Bayshore Blvd, Suite 201,
San Francisco, CA 94124-3002
(415) 716-3965
African
American/Non-
Male 21% $1,031,400Construction,
Electrical &
Services

x x x x
Project
Management,
Construction,
& Services
American Traffic
Solutions, Inc.
dba Verra
Mobility
1150 N. Alma School Road, Mesa, AZ
85201
480-443-7000 53% $2,592,529 NL NL NL NL NL NL

Un
ited States Immigration and Customs Enforcement (ICE), Customs and Border Protection (CBP), and Department of Health and Human Services Office of Refugee Resettlement (HHS/ORR) Prohibition.

This Schedule must be submitted with all proposals or bids by all contractors/Consultants and their sub-contractors/subconsultants, and all vendors seeking to do business with the City of Oakland.

Compliance must be established prior to full contract execution.

I, (n
ame) , the undersigned, of
(Position/Title
(Business Entity) - hereinafter referred to as Business Entity and duly authorized to attest on behalf of the business Entity), declare the following:

1. Neither this Business Entity nor any of its subsidiaries, affiliates or agents are under contract with the United States Immigration and Customs Enforcement (ICE), Customs and Border Protection (CBP), or the Department of Health and Human Services Office of Refugee Resettlement (HHS/ORR) to provide services or goods for data collection or immigration detention facilities. The term “data collection” includes the collection of information (such as personal information about consumers) for another purpose from that which it is ultimately used, datamining in large data bases for trends and information, threat-modeling to identify probable attackers to computer systems, predictive risk analysis to predict future events, and similar services. Additionally, this business entity does not anticipate a contract with ICE, CBP, or HHS/ORR for such work for the duration of a contract/contracts with the City of Oakland.

2. The appropriate individuals of authority are cognizant of their responsibility to notify the City’s Project Manager and invoice reviewer or the City Administrator’s Office, Chief Privacy Officer if any of this Business Entity’s subsidiaries, affiliates, or agents are under contract with ICE, CBP, or HHS/ORR for the purposes listed above.

3. To maintain compliance, upon review and approval of invoices, the contractors/vendors hereby agree to submit a declaration on company stationery attached to each invoice that the company remains in compliance with the ICE, CBP, and HHS/ORR Prohibition and will not seek or secure a contract with ICE, CBP, or HHS/ORR.

4. Upon close out or completion of deliverables and prior to issuance of final payment (while honoring the Prompt Payment Ordinance), this business entity agrees to submit a statement attached to the final invoice, under penalty of perjury, declaring full compliance with the ICE, CBP, and HHS/ORR Prohibition. I understand that an invoice is not declared fully complete and accepted unless and until the declaration of compliance is accepted.

5. If this business entity fails to disclose a contract with ICE, CBP, or HSS/ORR to provide services for data collection or immigration detention facilities, the relevant persons may be guilty of a misdemeanor and up to a $1,000 fine. Additionally, the City Administrator may to the extent permissible by law, remedy any such violations and may use all legal measures available to rescind, terminate, or void contracts in violation.

6. I declare under penalty of perjury that the above will not, have not, and do not plan to contract with ICE, CBP, or HHS/ORR to provide services or goods for data collection or immigration detention facilities.

Schedule I
“Sanctuary City Contracting and Investment Ordinance”
Jonathan Baldwin
Executive Vice President, Government Solutions
American Traffic Solutions, Inc. dba Verra Mobility
PLEA

SE COMPLETE AND SIGN

�� I declare that I understand Ordinance #13540 C.MS. Based on my understanding the above is true and correct to the best of my knowledge. or

�� I declare that I understand Ordinance # 13540 C.MS. Based on my understanding all or a portion of the above is not true and correct to the best of my knowledge. (Printed Name and Signature of Business Owner) (Date)
(Name of Business Entity) (Street Address, City, State, and Zip Code ) (Na
me of Parent Company) (If applicable)
Contacts:

Office Phone: Cell Phone:
email:

For Office Use Only:

Approved/Denied/Waived
(signed)
Authorized Representative
Date
SCHEDULE I DB/DM 2019
American Traffic Solutions, Inc. dba Verra Mobility
1150 North Alma School Road, Mesa, Arizona 85201
Verra Mobility
(480) 443 - 7000
NA
[email protected]
Jonathan Baldwin,
Executive Vice President,
Government Solutions
2/20/2025

United States Immigration and Customs Enforcement (ICE), Customs and Border Protection (CBP), and Department of Health and Human Services Office of Refugee Resettlement (HHS/ORR) Prohibition.

This Schedule must be submitted with all proposals or bids by all contractors/Consultants and their sub-contractors/subconsultants, and all vendors seeking to do business with the City of Oakland.

Compliance must be established prior to full contract execution.

I, (name) , the undersigned, of
(Position/Title

(Business Entity) - hereinafter referred to as Business Entity and duly authorized to attest on behalf of the business Entity), declare the following:

1. Neither this Business Entity nor any of its subsidiaries, affiliates or agents are under contract with the United States Immigration and Customs Enforcement (ICE), Customs and Border Protection (CBP), or the Department of Health and Human Services Office of Refugee Resettlement (HHS/ORR) to provide services or goods for data collection or immigration detention facilities. The term “data collection” includes the collection of information (such as personal information about consumers) for another purpose from that which it is ultimately used, datamining in large data bases for trends and information, threat-modeling to identify probable attackers to computer systems, predictive risk analysis to predict future events, and similar services. Additionally, this business entity does not anticipate a contract with ICE, CBP, or HHS/ORR for such work for the duration of a contract/contracts with the City of Oakland.

2. The appropriate individuals of authority are cognizant of their responsibility to notify the City’s Project Manager and invoice reviewer or the City Administrator’s Office, Chief Privacy Officer if any of this Business Entity’s subsidiaries, affiliates, or agents are under contract with ICE, CBP, or HHS/ORR for the purposes listed above.

3. To maintain compliance, upon review and approval of invoices, the contractors/vendors hereby agree to submit a declaration on company stationery attached to each invoice that the company remains in compliance with the ICE, CBP, and HHS/ORR Prohibition and will not seek or secure a contract with ICE, CBP, or HHS/ORR.

4. Upon close out or completion of deliverables and prior to issuance of final payment (while honoring the Prompt Payment Ordinance), this business entity agrees to submit a statement attached to the final invoice, under penalty of perjury, declaring full compliance with the ICE, CBP, and HHS/ORR Prohibition. I understand that an invoice is not declared fully complete and accepted unless and until the declaration of compliance is accepted.

5. If this business entity fails to disclose a contract with ICE, CBP, or HSS/ORR to provide services for data collection or immigration detention facilities, the relevant persons may be guilty of a misdemeanor and up to a $1,000 fine. Additionally, the City Administrator may to the extent permissible by law, remedy any such violations and may use all legal measures available to rescind, terminate, or void contracts in violation.

6. I declare under penalty of perjury that the above will not, have not, and do not plan to contract with ICE, CBP, or HHS/ORR to provide services or goods for data collection or immigration detention facilities.

Schedule I
“Sanctuary City Contracting and Investment Ordinance”
Marinship Development Interest LLC
Derek Smith
Managing Member

PLEASE COMPLETE AND SIGN

�� I declare that I understand Ordinance #13540 C.MS. Based on my understanding the above is true and correct to the best of my knowledge. or

�� I declare that I understand Ordinance # 13540 C.MS. Based on my understanding all or a portion of the above is not true and correct to the best of my knowledge.

(Printed Name and Signature of Business Owner) (Date)

(Name of Business Entity) (Street Address, City, State, and Zip Code )

(Name of Parent Company) (If applicable)
Contacts:

Office Phone: Cell Phone:
email:

For Office Use Only:

Approved/Denied/Waived

(signed)
Authorized Representative

Date
SCHEDULE I DB/DM 2019
2100 Embarcadero, Ste 205, Oakland, CA 94606
Marinship Development Interest LLC
Derek Smith
02/11/2025
N/A
(415) 282-5160
(415) 716-3965
[email protected]

Un
ited States Immigration and Customs Enforcement (ICE), Customs and Border Protection (CBP), and Department of Health and Human Services Office of Refugee Resettlement (HHS/ORR) Prohibition.

This Schedule must be submitted with all proposals or bids by all contractors/Consultants and their sub-contractors/subconsultants, and all vendors seeking to do business with the City of Oakland.

Compliance must be established prior to full contract execution.

I, (n
ame) , the undersigned, of
(Position/Title
(Business Entity) - hereinafter referred to as Business Entity and duly authorized to attest on behalf of the business Entity), declare the following:

1. Neither this Business Entity nor any of its subsidiaries, affiliates or agents are under contract with the United States Immigration and Customs Enforcement (ICE), Customs and Border Protection (CBP), or the Department of Health and Human Services Office of Refugee Resettlement (HHS/ORR) to provide services or goods for data collection or immigration detention facilities. The term “data collection” includes the collection of information (such as personal information about consumers) for another purpose from that which it is ultimately used, datamining in large data bases for trends and information, threat-modeling to identify probable attackers to computer systems, predictive risk analysis to predict future events, and similar services. Additionally, this business entity does not anticipate a contract with ICE, CBP, or HHS/ORR for such work for the duration of a contract/contracts with the City of Oakland.

2. The appropriate individuals of authority are cognizant of their responsibility to notify the City’s Project Manager and invoice reviewer or the City Administrator’s Office, Chief Privacy Officer if any of this Business Entity’s subsidiaries, affiliates, or agents are under contract with ICE, CBP, or HHS/ORR for the purposes listed above.

3. To maintain compliance, upon review and approval of invoices, the contractors/vendors hereby agree to submit a declaration on company stationery attached to each invoice that the company remains in compliance with the ICE, CBP, and HHS/ORR Prohibition and will not seek or secure a contract with ICE, CBP, or HHS/ORR.

4. Upon close out or completion of deliverables and prior to issuance of final payment (while honoring the Prompt Payment Ordinance), this business entity agrees to submit a statement attached to the final invoice, under penalty of perjury, declaring full compliance with the ICE, CBP, and HHS/ORR Prohibition. I understand that an invoice is not declared fully complete and accepted unless and until the declaration of compliance is accepted.

5. If this business entity fails to disclose a contract with ICE, CBP, or HSS/ORR to provide services for data collection or immigration detention facilities, the relevant persons may be guilty of a misdemeanor and up to a $1,000 fine. Additionally, the City Administrator may to the extent permissible by law, remedy any such violations and may use all legal measures available to rescind, terminate, or void contracts in violation.

6. I declare under penalty of perjury that the above will not, have not, and do not plan to contract with ICE, CBP, or HHS/ORR to provide services or goods for data collection or immigration detention facilities.

Schedule I
“Sanctuary City Contracting and Investment Ordinance”
Jason J. Ling Principal
Urban Design Consulting Engineers
Docusign Envelope ID: 998FB8EB-A214-4601-A227-E10071D6D8DC PLEAS

E COMPLETE AND SIGN

�� I declare that I understand Ordinance #13540 C.MS. Based on my understanding the above is true and correct to the best of my knowledge. or

�� I declare that I understand Ordinance # 13540 C.MS. Based on my understanding all or a portion of the above is not true and correct to the best of my knowledge. (Printed Name and Signature of Business Owner) (Date)
(Name of Business Entity) (Street Address, City, State, and Zip Code ) Cell
Phone:
(Name of Parent Company) (If applicable)
Contacts:

Office Phone: 510-868-1085
email:
[email protected]
For Office Use Only:

Approved/Denied/Waived
(signed)
Authorized Representative
Date
SCHEDULE I DB/DM 2019
Jason J. Ling
Urban Design Consulting Engineers 428 Alice Street, Suite 132, Oakland, CA 94607 N/A
(510) 693-3686
Docusign Envelope ID: 998FB8EB-A214-4601-A227-E10071D6D8DC 2/5/2025
X

Un
ited States Immigration and Customs Enforcement (ICE), Customs and Border Protection (CBP), and Department of Health and Human Services Office of Refugee Resettlement (HHS/ORR) Prohibition.

This Schedule must be submitted with all proposals or bids by all contractors/Consultants and their sub-contractors/subconsultants, and all vendors seeking to do business with the City of Oakland.

Compliance must be established prior to full contract execution.

I, (n
ame) , the undersigned, of
(Position/Title
(Business Entity) - hereinafter referred to as Business Entity and duly authorized to attest on behalf of the business Entity), declare the following:

1. Neither this Business Entity nor any of its subsidiaries, affiliates or agents are under contract with the United States Immigration and Customs Enforcement (ICE), Customs and Border Protection (CBP), or the Department of Health and Human Services Office of Refugee Resettlement (HHS/ORR) to provide services or goods for data collection or immigration detention facilities. The term “data collection” includes the collection of information (such as personal information about consumers) for another purpose from that which it is ultimately used, datamining in large data bases for trends and information, threat-modeling to identify probable attackers to computer systems, predictive risk analysis to predict future events, and similar services. Additionally, this business entity does not anticipate a contract with ICE, CBP, or HHS/ORR for such work for the duration of a contract/contracts with the City of Oakland.

2. The appropriate individuals of authority are cognizant of their responsibility to notify the City’s Project Manager and invoice reviewer or the City Administrator’s Office, Chief Privacy Officer if any of this Business Entity’s subsidiaries, affiliates, or agents are under contract with ICE, CBP, or HHS/ORR for the purposes listed above.

3. To maintain compliance, upon review and approval of invoices, the contractors/vendors hereby agree to submit a declaration on company stationery attached to each invoice that the company remains in compliance with the ICE, CBP, and HHS/ORR Prohibition and will not seek or secure a contract with ICE, CBP, or HHS/ORR.

4. Upon close out or completion of deliverables and prior to issuance of final payment (while honoring the Prompt Payment Ordinance), this business entity agrees to submit a statement attached to the final invoice, under penalty of perjury, declaring full compliance with the ICE, CBP, and HHS/ORR Prohibition. I understand that an invoice is not declared fully complete and accepted unless and until the declaration of compliance is accepted.

5. If this business entity fails to disclose a contract with ICE, CBP, or HSS/ORR to provide services for data collection or immigration detention facilities, the relevant persons may be guilty of a misdemeanor and up to a $1,000 fine. Additionally, the City Administrator may to the extent permissible by law, remedy any such violations and may use all legal measures available to rescind, terminate, or void contracts in violation.

6. I declare under penalty of perjury that the above will not, have not, and do not plan to contract with ICE, CBP, or HHS/ORR to provide services or goods for data collection or immigration detention facilities.

Schedule I
“Sanctuary City Contracting and Investment Ordinance”
Jerry Portocalis Chief Commercial Officer
Paymentus Corporation
PLEASE

COMPLETE AND SIGN

�� I declare that I understand Ordinance #13540 C.MS. Based on my understanding the above is true and correct to the best of my knowledge. or

�� I declare that I understand Ordinance # 13540 C.MS. Based on my understanding all or a portion of the above is not true and correct to the best of my knowledge. (Printed Name and Signature of Business Owner) (Date)
(Name of Business Entity) (Street Address, City, State, and Zip Code ) (Name of Pa
rent Company) (If applicable)
Contacts:

Office Phone: Cell Phone:
email:

For Office Use Only:

Approved/Denied/Waived
(signed)
Authorized Representative
Date
SCHEDULE I DB/DM 2019
X
Jerry Portocalis 2/20/2025
Paymentus Corporation 11605 N. Community House Rd, Suite 300, Charlotte, NC 28277 Paymentus Holdings, Inc.
980-272-3788 214-244-5360
[email protected]
American Traffic Solutions, Inc. dba Verra Mobility
480
443
7000
1150 North Alma School Road
AZ
85201
Mesa

NOT APPLICABLE
NA
NA
NA
NA
NA
NA
NA
Jonathan Baldwin
Executive Vice President, Government Solutions
2 2025
20 Craig Raphael 238-7229 1007571
Transportation Automated Speed Safety Cameras
2 24 25 Craig Raphael
x
Marinship Development Interest LLC
415 716 3965
2100 Embarcadero, Ste 205
Oakland
CA
94606
x
415 716 3965
Derek Smith
3637 Rhoda Ave
Oakland
CA
94602
Derek Smith
Managing Member
02 11 25
Craig Raphael
Transportation
238-7229 1007571
Automated Speed Safety Cameras
2 24 25 Craig Raphael
x
Urban Design Consulting Engineers 510 868 1085
428 Alice Street, Suite 132 Oakland CA 94605 X
Urban Design Consulting Engineers 510 868 1085
428 Alice Street, Suite 132 Oakland CA 94605 Jason J. Ling Principal
02 04 2025
Docusign Envelope ID: DAE3D4D8-6070-4CFF-90F3-71B03064ADA6 238-7229 1007571
Automated Speed Safety Cameras
Craig Raphael
Transportation
2 24 25 Craig Raphael
Cl� SCIEDULEO

OAKLAND
CONTRACTOR ACKHOWLS>GalENT OF aTY Of OAKl.AHll CAMPAIGN CONTRll!UllON LIIIITS �01M.....-llyc,ty�,...1o-1oea........

Rep,eseutlOi • - P,qoctSpocNo. 1007571 __
.... c---, ......
1 •••Sts SO..)!., Uf1gWlal_n.� tU1111, \'""'� one). lf'-",yina1. con,�ea■ u,-.�es. rr .-....:-� • ......,.,�\.e ..__,tractor name ia.llU any �ngedclato,
ic---. CSG S:z'.Slems, Inc. -• ..lQ.3 200 2000
�-- 169 Inverness Dr W, Suite 300 Citf Englewood sia co Zip .llllll.1 lryp,ots...- (--)_Bio_,,,_,. x_Quolilc:mc,, __ I
� Ow,-(1 ""1'� A majority_,., is•-o,enti!y...,CMns mon, than �oft,e cm>-ading firm o, entity. hCMd,,a or Business Mame N/A ----------
1s--. ..... - n,
If ho ..,..,.izllMd Cclnroc:lon � oclonowloclgeo by l>ia 0< her .;gn.tura tho folowing:

The Oalo1and Campaign Relocm Act limits campaign contribu1ions and prohibits comribu1ions from contnlcloB doing business ..it, the City of Oa.Jdand and the Oakland Redevek>pment Agency during specified time periods. Vdators are subject lo civil and criminal penalies.

I - ... ad Oal<land Muricipal Code Chap ... 3.12- including seclion 3. 12.140. the oontracl0r provisions of 1toe Oaland Campaign Reform Act and cet1if)' that I/we Raw-not knowingly. norwill I lwe make contributions cfurin'1 the period specified in the Act.

I ....-.dff'stand that the contribution rM"lrictions also a;ppty to entitiHlper'50nS affiliated 'Mth the contractor as indicated in � Oakland M.onicipal Code Cbapte, 3. 12-080.
•-•""""l'°"""""'°"""°"""i""""hsfom...,.ille°"'lril<lti......-...ilime,erio<l,IMlfilt..,,,_bm.,.t,lltCilyof 7,k.u,d2 t<4,� __)__)�2/0712025
0'1lt
Michael Woods EVP & President Communications, Media & Tech �Nameol.=- PosiOao
IToHC......,..llyCiyofo.l<--com,1-ofhfam
Pait
-llyOly: __J__J_ By
n,ie-cnC-�· __J__J II,
Craig Raphael
Transportation Automated Speed Safety Cameras
238-7229
2 24 25 Craig Raphael
c,tf!: SCIEDULEO

OAKLAND
CONTRACTOR AC�NT OF aTY OF OAKI.AHll CAMPAIGN CONTRll!UllO� LIIIITS [To1M..,.,.-11yc.ty�,...1x>-1x>Ca<rocb
�R,,,_.., __ - P,qoctSpocNo. __
.,__ c-.,._,,_
11111sts an_ ungWl.:._ ,,�� ..... ,,. , .... -=- oneJ.. •--"l;llina. con,�ea■ .. , ..... appues. ,r ,,=•�. "'"'""''¥""''-e """"''tractor name_.._. any �nged data.
�- Walt Townes -· 20?70?6556
15 .... -. 105 14th Ave Ste 300 City Seattle _w&.�
ir,,..o1s.....- (--illlew ____,,,.,,..,. _QualilOltioll _-...,1 � OwrW< (I..,� Amajcrity _,.,is•- o,enti!y...,<MM men, than 50%oft,e cm>-ading firm o, entily . ......,.°'a..s;,,...Na,me Walt Townes """"° 20� 46�-3135 15 _ _, 105 14th Ave Ste 300 ,..,. Seattle _ wAn.98122
[TH Wldonq,«I Ccl<ltroclon �- ocllnowlodgeo by l>ia o,har.;gn.tura tho -...g:

The Oalc1and Campaign Rolorm Act limits campaign contrib<dions ard prohibits comribu1ions 1n,m conttaclol5 doing bugness wilh
the City of Oakland and the Oakland RedeYek>pment Agency during specified time periods. Vtola'Df'S are subject lo civil and criminal penalies.

I Ntv• n,ad Oal<land Murocipal C:00.. Chapll!r 3. 12. including .-ion 3. 12. 140. t1w! contrad>Ot' p,ov.sions of� Oakland Campaign Reform Act and certify that I/we haw not knowingly. nor will I fwe make oontributions during the period specified in the Act.

I md«stand that ttw contribution rM"tric1ions also a,ppy to entitiH/person.s affiliated with the oontracror as indicated in ct.. Oakland Municipal Code Cbapte, 3.12.080.
•- .,. ..,-.,..1o111e notmi1lionon1ti5-uinghconHMD......-...ilime llffll'l, I Mlfilton ..,.,__,,..,.,.Cilyof h!att 1ql1'.'1� [
WaftTownH(�bl3 20lSU:36!::!!l
Walt Townes
�Nameol.=-
[Tolle�llyCiy oto.l<--com,1-ofllle-
Pait -llyCily: _J_J_
n.oe-cnc-�- _J___J II,
_3/E-2025
Co-Founder
Posibcn
By
Craig Raphael 238-7229 1007571
Transportation Automated Speed Safety Cameras
2 24 25 Craig Raphael
Paymentus Corporation
11605 Community House Rd, Suite 300 Charlotte NC 28277
X
Paymentus Corporation is a wholly owned
subsidiary of Paymentus Group, which is a wholly
owned subsidiary of Paymentus Holdings, Inc.
(same)
(same)
980 272 3788
Jerry Portocalis Chief Commercial Officer
2 20 2025
Craig Raphael
Transportation
238-7229 1007571
Automated Speed Safety Cameras
2 24 25 Craig Raphael

SCHEDULE W

BORDER WALL PROHIBITION
(This form is to be completed by Contractors and their sub-contractors, and all Vendors seeking to do business with the City of Oakland) I, , the undersigned, a
(Name)
of
(T itle)
(Bus iness Entity)
(hereinafter referred to as Business Entity am duly authorized to attest on behalf of the business Entity)
I. Neit
her this Business Entity nor any of its subsidiaries, affiliates or agents are under contract with any branch of the federal government to plan, design, build, support, repair and/or maintain any part of the border wall nor do we anticipate entering or competing for such work for the duration of a contract or contracts with the City of Oakland.

II. The appropriate individuals of authority are cognizant of their responsibility to notify the city contact person/Project Manager, invoice reviewer or the Department of Workplace and
Employment Standards (DWES), if any of the identified above decide to compete, plan, design, build, support, repair and/or maintain any part of work or servicing the border wall.

III. To maintain compliance, upon review and approval of invoices, the contractors/vendors hereby agree to submit attached to each invoice, a declaration on comp any stationery that the company remains in compliance with the Border Wall Prohibition and will not seek or secure a contract related to all aspects of the Border Wall IV. Upon close out or completion of deliverables and prior to issuance of final payment (while honoring the Prompt Payment Ordinance) I agree to submit a statement attached to the final invoice, under penalty of perjury, declaring full compliance with the Border Wall Prohibition. I understand that an invoice is not declared fully complete and accepted unless and until the declaration of compliance is accepted.

V. I declare under penalty of perjury that the above will not, have not and do not plan to participate in the building, servicing, maintenance of the operations of the so called “Border Wall”.  I declare that I understand Ordinance #13459 C.MS. Based on my understanding the above is true and correct to the best of my knowledge.
 I declare that I understand Ordinance #13459 C.MS. Based on my understanding all or a portion of the above is not true and correct to the best of my knowledge.

Jonathan Baldwin
Executive Vice President, Government Solutions
American Traffic Solutions, Inc. dba Verra Mobility

(Printed Name and Signature of Business Owner) (Date)
(Name of Business Entity) (Street Address City, State and Zip Code) (Name of Parent Company)
Jonathan Baldwin
American Traffic Solutions, Inc. dba Verra Mobility
1150 North Alma School Road, Mesa, Arizona 85201
Verra Mobility
2/20/2025

SCHEDULE W

BORDER WALL PROHIBITION
(This form is to be completed by Contractors and their sub-contractors, and all Vendors seeking to do business with the City of Oakland) I, , the undersigned, a
(Name)
of
(T itle)
(Bus iness Entity)
(hereinafter referred to as Business Entity am duly authorized to attest on behalf of the business Entity)
I. Neit
her this Business Entity nor any of its subsidiaries, affiliates or agents are under contract with any branch of the federal government to plan, design, build, support, repair and/or maintain any part of the border wall nor do we anticipate entering or competing for such work for the duration of a contract or contracts with the City of Oakland.

II. The appropriate individuals of authority are cognizant of their responsibility to notify the city contact person/Project Manager, invoice reviewer or the Department of Workplace and
Employment Standards (DWES), if any of the identified above decide to compete, plan, design, build, support, repair and/or maintain any part of work or servicing the border wall.

III. To maintain compliance, upon review and approval of invoices, the contractors/vendors hereby agree to submit attached to each invoice, a declaration on comp any stationery that the company remains in compliance with the Border Wall Prohibition and will not seek or secure a contract related to all aspects of the Border Wall IV. Upon close out or completion of deliverables and prior to issuance of final payment (while honoring the Prompt Payment Ordinance) I agree to submit a statement attached to the final invoice, under penalty of perjury, declaring full compliance with the Border Wall Prohibition. I understand that an invoice is not declared fully complete and accepted unless and until the declaration of compliance is accepted.

V. I declare under penalty of perjury that the above will not, have not and do not plan to participate in the building, servicing, maintenance of the operations of the so called “Border Wall”.  I declare that I understand Ordinance #13459 C.MS. Based on my understanding the above is true and correct to the best of my knowledge.
 I declare that I understand Ordinance #13459 C.MS. Based on my understanding all or a portion of the above is not true and correct to the best of my knowledge.

Derek Smith
Managing Member
Marinship Development Interest LLC

(Printed Name and Signature of Business Owner) (Date)

(Name of Business Entity) (Street Address City, State and Zip Code)

(Name of Parent Company)

2100 Embarcadero, Ste 205, Oakland, CA 94606
Marinship Development Interest LLC
02/05/2025
N/A

SCHEDULE W

BORDER WALL PROHIBITION
(This form is to be completed by Contractors and their sub-contractors, and all Vendors seeking to do business with the City of Oakland) I, , the undersigned, a
(Name)
of
( Title)
(B usiness Entity)
(hereinafter referred to as Business Entity am duly authorized to attest on behalf of the business Entity)
I. Nei
ther this Business Entity nor any of its subsidiaries, affiliates or agents are under contract with any branch of the federal government to plan, design, build, support, repair and/or maintain any part of the border wall nor do we anticipate entering or competing for such work for the duration of a contract or contracts with the City of Oakland.

II. The appropriate individuals of authority are cognizant of their responsibility to notify the city contact person/Project Manager, invoice reviewer or the Department of Workplace and
Employment Standards (DWES), if any of the identified above decide to compete, plan, design, build, support, repair and/or maintain any part of work or servicing the border wall.

III. To maintain compliance, upon review and approval of invoices, the contractors/vendors hereby agree to submit attached to each invoice, a declaration on comp any stationery that the company remains in compliance with the Border Wall Prohibition and will not seek or secure a contract related to all aspects of the Border Wall IV. Upon close out or completion of deliverables and prior to issuance of final payment (while honoring the Prompt Payment Ordinance) I agree to submit a statement attached to the final invoice, under penalty of perjury, declaring full compliance with the Border Wall Prohibition. I understand that an invoice is not declared fully complete and accepted unless and until the declaration of compliance is accepted.

V. I declare under penalty of perjury that the above will not, have not and do not plan to participate in the building, servicing, maintenance of the operations of the so called “Border Wall”.  I declare that I understand Ordinance #13459 C.MS. Based on my understanding the above is true and correct to the best of my knowledge.
 I declare that I understand Ordinance #13459 C.MS. Based on my understanding all or a portion of the above is not true and correct to the best of my knowledge.

Jason J. Ling
Principal Urban Design Consulting Engineers
Docusign Envelope ID: 9AE24F90-5F3F-4922-8FAB-F8155EEB7B88 X
(Name of Business Entity) (Street Address City, State and Zip Code) (Name of Parent Company)
Jason J. Ling
(Printed Name and Signature of Business Owner) (Date)
Urban Design Consulting Engineers 428 Alice Street, Suite 132, Oakland, CA 94607 N/A
Docusign Envelope ID: 9AE24F90-5F3F-4922-8FAB-F8155EEB7B88 2/4/2025

SCHEDULE W

BORDER WALL PROHIBITION
(This form is to be completed by Contractors and their sub-contractors, and all Vendors seeking to do business with the City of Oakland) I, , the undersigned, a
(Name)
of
(T itle)
(Bus iness Entity)
(hereinafter referred to as Business Entity am duly authorized to attest on behalf of the business Entity)
I. Neit
her this Business Entity nor any of its subsidiaries, affiliates or agents are under contract with any branch of the federal government to plan, design, build, support, repair and/or maintain any part of the border wall nor do we anticipate entering or competing for such work for the duration of a contract or contracts with the City of Oakland.

II. The appropriate individuals of authority are cognizant of their responsibility to notify the city contact person/Project Manager, invoice reviewer or the Department of Workplace and
Employment Standards (DWES), if any of the identified above decide to compete, plan, design, build, support, repair and/or maintain any part of work or servicing the border wall.

III. To maintain compliance, upon review and approval of invoices, the contractors/vendors hereby agree to submit attached to each invoice, a declaration on comp any stationery that the company remains in compliance with the Border Wall Prohibition and will not seek or secure a contract related to all aspects of the Border Wall IV. Upon close out or completion of deliverables and prior to issuance of final payment (while honoring the Prompt Payment Ordinance) I agree to submit a statement attached to the final invoice, under penalty of perjury, declaring full compliance with the Border Wall Prohibition. I understand that an invoice is not declared fully complete and accepted unless and until the declaration of compliance is accepted.

V. I declare under penalty of perjury that the above will not, have not and do not plan to participate in the building, servicing, maintenance of the operations of the so called “Border Wall”.  I declare that I understand Ordinance #13459 C.MS. Based on my understanding the above is true and correct to the best of my knowledge.
 I declare that I understand Ordinance #13459 C.MS. Based on my understanding all or a portion of the above is not true and correct to the best of my knowledge.

Jerry Portocalis
Chief Commercial Officer Paymentus Corporation
X
(Printed Name and Signature of Business Owner) (Date)
(Name of Business Entity) (Street Address City, State and Zip Code) (Name of Parent Company)
Jerry Portocalis 2/20/2025
Paymentus Corporation 11605 N. Community House Rd, Suite 300, Charlotte, NC 28277 Paymentus Holdings, Inc.

Automated Speed Safety Camera System Page 57 of 60 Template Rev.3.24.2025

EXHIBIT 5

CONTRACTOR’S STATEMENT OF OWNERSHIP OF

INTELLECTUAL PROPERTY

Automated Speed Safety Camera System Page 58 of 60 Template Rev.3.24.2025

Intellectual Property Warranty
Contractor represents, warrants, and agrees that: (a) Contractor has all of the Intellectual Property Rights necessary to provide the Product or Services to Client in accordance with the terms of this Agreement; (b) Contractor is the sole owner and/or has secured all necessary licenses, consents, and authorizations with respect to the use of the Product or Services to the full extent contemplated herein, including, but not limited to, all Source Code, text, pictures, audio, video, logos, and copy contained therein; (c) the Product or Services do not and shall not infringe upon any patent, copyright, trademark or other proprietary right or violate any trade secret or other contractual right of any Third Party; and (d) as far as Contractor is aware and could discover with reasonable diligence, there is currently no actual or threatened suit against Contractor by any Third Party based on an alleged violation of such right. This warranty shall survive the expiration or termination of this Agreement.”

Definitions
(a) Intellectual Property: all patentable and unpatentable inventions, algorithms, application programming interfaces (APIs), concepts, data, databases and data collections, designs, diagrams, documentation, drawings, flow charts, formulae, ideas, knowhow, materials, marketing and development plans, trademarks and service marks (including brand names, product names, logos, and slogans), methods, models, procedures, processes, protocols, software code (in any form including source code and executable or object code), specifications, uniform resource identifiers including uniform resource locators (URLs), user interfaces, web sites, works of authorship or expression, and other forms of technology.
(b) Pre-Existing Intellectual Property: Intellectual Property developed prior to or outside the scope of this Agreement, and any derivatives of that Intellectual Property. (c) Software: All computer programs, media, procedures, rules, and associated Documentation pertaining to the control and operation of the data processing and data storage for the System as further set forth in any associated Scope of Work. Software includes all associated features and functions described in the Scope of Work and Requirements, including all Updates, derivative works, Enhancements, modifications or Upgrades, and all error corrections, patches and bug fixes provided by the Contractor and which is made part of the System as well as all related or ancillary data files, modules, libraries, tutorial and demonstration programs, and other components thereof, all source and object code, firmware and all Documentation. (d) City Work Product: All intellectual property, documentation, software configurations, reports, data schemas, scripts, workflows, visualizations, forms, and templates developed specifically under this Agreement for the City, excluding Contractor’s pre-existing intellectual property and derivative works thereof.

General Ownership Provisions
(a) Ownership - City: Contractor acknowledges and agrees that the City retains sole ownership and Intellectual Property rights in all Pre-Existing Intellectual Property of the City. Contractor further acknowledges and agrees that the City retains sole ownership and Intellectual Property rights in and to all City Data. Contractor further acknowledges and agrees that the Contractor neither has nor makes any claim to any

Automated Speed Safety Camera System Page 59 of 60 Template Rev.3.24.2025

right, title or interest in any of the foregoing, except as specifically granted or authorized under this Agreement. City grants to Contractor and its affiliates and contractors a non-exclusive, worldwide, royalty-free, fully paid, non-sublicensable, and non-transferable license to use and reproduce City Data solely to provide and support City’s use of the System. City Data shall include all information, documents, images, photographs, violation records, calibration logs, reports, configurations, analytical results, metadata, traffic patterns, and any other outputs generated by the System from City Data in connection with use within city limits—regardless of form or format, and whether derived from or based on Contractor’s proprietary tools. (b) Ownership - Contractor: The City acknowledges and agrees that the Contractor and its licensors retain sole ownership and Intellectual Property rights in all Pre-Existing Intellectual Property of the Contractor. The City further acknowledges and agrees that Contractor and its licensors retain sole ownership of the Intellectual Property rights in and to the System, documentation, Contractor websites, software, and technology and methodologies created by or for, or licensed to, Contractor and any updates to, or derivative works of, the foregoing (“Contractor Core Technology”), notwithstanding anything in this Agreement to the contrary. Contractor Core Technology further includes previously existing Intellectual Property rights or rights to Intellectual Property developed by Contractor, alone or in collaboration with the City or a third party, during the Term of this Agreement whether specifically to satisfy the terms of this Agreement or not. The City further acknowledges and agrees that the City neither has nor makes any claim to any right, title or interest in any of the foregoing, except as specifically granted or authorized under this Agreement. Under no circumstances will any modifications, configurations, improvements, enhancements, upgrades, or further developments of the Contractor Core Technology be considered “work for hire.” (c) Ownership - Third Party Intellectual Property: All rights, licenses, and privileges for all third-party Software integrated, bundled, or provided as part of the System are acquired by Contractor from those third parties (“Third Party Licenses”). Contractor represents that it has the right to grant use of any third-party intellectual property integrated into the System. Contractor further grants a non-exclusive, non-transferrable and non-assignable license during the Term, to use and access the third-party Software incorporated in the System, for the sole purposes of providing the stated goods or Services to the City pursuant to the terms of this Agreement. (d) Ownership – Jointly Developed Intellectual Property: The City acknowledges and agrees that the Contractor retains sole ownership and Intellectual Property rights in all Jointly-Developed Intellectual Property. “Jointly-Developed Intellectual Property” includes intellectual property, documentation, public service announcements and other materials, software configurations, reports, data schemas, scripts, workflows, visualizations, forms, and templates developed specifically under this Agreement for or with the City, excluding Contractor’s Pre-Existing Intellectual Property and derivative works thereof. Contactor grants the City a non-exclusive, non-transferable, non- sublicensable, perpetual, and royalty-free license to access, use, reproduce, and display the Jointly-Developed Intellectual Property.
(e) License to Any Required Software or Tools: Contractor grants City a non-exclusive, non-transferable, non-sublicensable, revocable, and royalty-free license

Automated Speed Safety Camera System Page 60 of 60 Template Rev.3.24.2025

to access, use, and operate the System during the Term, including any software, code, dashboard, portal, or data processing tools that are part of or required to use the System, solely for City’s stated purposes in this Agreement or SOW in accordance with the applicable Contractor published system requirements and technical functionality for the System as described in the Documentation. “Documentation” means the then-current product documentation for the supported version of the System.

Other Provisions:
(a) Transition Rights: City shall be entitled to, and Contractor shall assist with, a complete data export of City Data upon expiration or termination of this contract.
(b) No Use of City Data or Images for Machine Learning or Marketing:

Contractor will not use City Data, violation records, or vehicle imagery to develop algorithms, train AI models, or conduct commercial analytics without prior written City approval.
(c) City Approval Prior to Implementation of Any OSS or Third-Party License: Contractor shall inform City in writing before embedding any third-party or open-source license components that may impose onward obligations on the City.