The name, phone number, and address of the Purchasing Entity representative; The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
A ceiling amount of the order for services being ordered; The Master Agreement identifier; and
Statement of Work, when applicable.
All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order.
Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.
Notwithstanding the expiration, cancellation or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination.
Contractor shall not honor any Orders placed after the expiration, cancellation or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.
Trade-In.
Any trade-in programs offered during the life of the Master Agreement must be approved by the Lead State.
Participating Entities must explicitly allow trade-in programs in their Participating Addenda for the approved programs to be allowed under that Participating Addendum. Trade-in value shall not decrease the discounts offered through the Master Agreement.
Shipping and Delivery.
The prices are the delivered price to any Purchasing Entity via standard shipping as follows:
For large or custom builds, shipping is 30-45 days after receipt of order (ARO) For in-stock products, shipping is 3-5 days ARO. If deployment services are required, shipping is 3-5 days after such services are rendered.
If an order is requested with expedited shipping, the Contractor must provide a firm “not to exceed” price for the expedited shipping on the quote. All deliveries shall be FOB Destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any
portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.
Specific delivery instructions, including FOB Inside Delivery, will be noted on the order form or Purchase Order.
Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to promptly notify the Purchasing Entity placing the Order.
All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipment shall be marked with the Purchasing Entity’s Purchase Order number and other information sufficient for the Purchasing Entity to properly identify the shipment as outlined in the Participating Addendum of the Purchasing Entity.
Inspection and Acceptance.
Where the Master Agreement, a Participating Addendum, or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code.
Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and quality assurance requirements under this Master Agreement. Upon delivery, the Purchasing Entity shall have 30 days to inspect. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantially impairs value) latent or hidden defects subsequently revealed when goods are put to use. Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked.
If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed.
The warranty period shall begin upon Acceptance. The Purchasing Entity will make every effort to notify the Contractor, within thirty (30) calendar days following delivery, of non-acceptance of a Product or completion of Service. In the event that the Contractor has not been notified within 30 calendar days from delivery of Product or completion of Service, the Product and Services will be deemed accepted on the 31st day after delivery of Product or completion of Services. This clause shall not be applicable, if acceptance testing and corresponding terms have been mutually agreed to by both parties in writing.
Acceptance Testing may be explicitly set out in a Master Agreement to ensure conformance to an explicit standard of performance. Acceptance Testing means the process set forth in the Master Agreement for ascertaining that the Product meets the standard of performance prior to Acceptance by the Purchasing Entity. If Acceptance Testing is prescribed, this subsection applies to applicable Products purchased under this Master Agreement, including any additional, replacement, or substitute Product(s) and any Product(s) which are modified by or with the written approval of Contractor after Acceptance by the Purchasing Entity. The Acceptance Testing period shall be thirty (30) calendar days or other time period identified in this Master Agreement or the Participating Addendum, starting from the day after the Product is delivered or, if installed, the day after the Product is installed and
Contractor certifies that the Product is ready for Acceptance Testing. If the Product does not meet the standard of performance during the initial period of Acceptance Testing, Purchasing Entity may, at its discretion, continue Acceptance Testing on a day-to-day basis until the standard of performance is met. Upon rejection, the Contractor will have fifteen (15) calendar days to cure the standard of performance issue(s). If after the cure period, the Product still has not met the standard of performance, the Purchasing Entity may, at its option: (a) declare Contractor to be in breach and terminate the Order; (b) demand replacement Product from Contractor at no additional cost to Purchasing Entity; or, (c) continue the cure period for an additional time period agreed upon by the Purchasing Entity and the Contractor. Contractor shall pay all costs related to the preparation and shipping of Product returned pursuant to the section. No Product shall be deemed Accepted and no charges shall be paid until the standard of performance is met. The warranty period shall begin upon Acceptance.
Title of Product.
Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product free and clear of all liens, encumbrances, or other security interests. Transfer of title to the Product shall include a license to use any Embedded Software in the Product, as follows:
To the extent that the Software sold under the Master Agreement is Commercial Off-the-Shelf Software, such Software is licensed, not sold, to the Purchasing Entity. The Contractor and its licensors reserve and retain all rights not expressly granted to the Purchasing Entity. No right, title or interest to any trademark, service mark, logo or trade name of Contractor or its licensors is granted to the Purchasing Entity. Licenses to such Software is provided in accordance with the terms of the manufacturer’s written End User License Agreement tied to the product at the time of purchase unless otherwise negotiated between Purchasing Entity and the Contractor or the Licensor in a duly executed contract.
Contractor will perform services for the Purchasing Entity, subject to the following section pursuant to a fully executed Statement of Work entered into between the Purchasing Entity and the Contractor.
The Contractor grants the Purchasing Entity a perpetual, non-exclusive, royalty free the license in Contractor’s pre-existing intellectual property that is contained in the products, materials, equipment or services, excluding software, that are purchased through this Master Agreement.
Any and all licensing, maintenance, cloud services, or order specific agreements referenced within the terms and conditions of this Master Agreement are agreed to only to the extent that the terms do not conflict with the terms of the Participating Addendum or the terms of the Master Agreement as incorporated into the Participating Addendum, and to the extent the terms are not in conflict with the Participating Entities’ applicable laws. In the event of a conflict in the terms and conditions, the conflict shall be resolved as detailed in the Order of Precedence defined herein. Notwithstanding the foregoing, licensing, maintenance, cloud services agreements, or order specific agreements may be further negotiated by the Contractor or, if applicable, the Licensor, and the potential Purchasing Entity, provided the contractual documents are duly executed in writing.
Warranty.
The Contractor must ensure warranty service and maintenance for all equipment, including third party products provided. The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.
System Failure or Damage.
In the event of system failure or damage caused by the Contractor or its Product, the Contractor shall use reasonable efforts to restore or assist in restoring the system to operational capacity. The Contractor shall be responsible under this provision to the extent a 'system' is defined at the time of the Order; otherwise the rights of the Purchasing Entity shall be governed by the Warranty.
Payment.
Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law.
Payments will be remitted by mail or electronically. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.
Prices are exclusive of taxes, duties, and fees, unless otherwise quoted. If a withholding tax is required by law, the tax will be added and identified on the applicable invoice. All applicable taxes, duties, and fees must be identified on the quote.
Leasing or Alternative Financing Methods.
Lease purchase and term leases are allowable only for Purchasing Entities whose rules and regulations permit leasing of software. Individual Purchasing Entities may enter into a lease agreement for the products covered in this Master Agreement, if they have the legal authority to enter into these types of agreements without going through a competitive process and if the applicable PAs permit leasing. No lease agreements will be reviewed or evaluated as part of the RFP evaluation process.
Contract Provisions for Orders Utilizing Federal Funds.
Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.
Self Audit.
The Contractor must conduct at a minimum a quarterly self-audit, unless approved by the Lead State. The audit will sample a minimum of one tenth of one percent (.001) of orders with a maximum of 100 audits per quarter conducted.
For example: Up to 1,000 sales = 1 audit; 10,000 sales = 10 audits; Up to 100,000 sales = 100 audits. This will be a random sample of orders and invoices and must include documentation of pricing. Summary findings must be reported to Lead State with actions to correct documented findings.
Assignment/Subcontracts.
Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.
The Lead State, or Participating Entity, shall not assign, delegate or otherwise transfer all or any part of this Master Agreement without prior written consent from Contractor, except for assignment or delegation to a Participating Entity State agency or eligible Purchasing Entity. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO ValuePoint and other third parties.
Insurance.
Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in the Lead State and in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the
required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.
Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:
Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$2 million general aggregate; Contractor must comply with any applicable statutory State Workers Compensation or Employers Liability Insurance requirements.
Contractor shall pay premiums on all insurance policies. Should any of the described policies be cancelled before the expiration date thereof or not renewed, Contractor will provide to a Participating Entity notice within five (5) business days.
Prior to commencement of performance, Contractor shall provide to the Participating Entity a certificate of insurance showing the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating Entity as an additional insured, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s Commercial General liability insurance policy shall be primary, with any liability insurance of any Participating Entity as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state.
During the term of this Master Agreement, the Lead State and Participating Entities may request Contractor provide evidence of coverage that meets the requirements of this Section. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.
Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.
Administrative Fees.
The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of onequarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter.
The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable.
The NASPO ValuePoint Administrative Fee in this section shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.
Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Purchasing Entity may allow the Contractor to adjust the Master Agreement pricing to account for these additional fees for purchases made by Purchasing Entities within the jurisdiction of the Participating Entity. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee.
NASPO ValuePoint Reports
Sales Data Reporting. In accordance with this section, Contractor shall report to NASPO ValuePoint all Orders under this Master Agreement for which Contractor has invoiced the ordering entity or individual, including Orders invoiced to Participating Entity or Purchasing Entity employees for personal use if such use is permitted by this Master Agreement and the applicable Participating Addendum (“Sales Data”). Timely and complete reporting of Sales Data is a material requirement of this Master Agreement. Reporting requirements, including those related to the format, contents, frequency, or delivery of reports, may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. NASPO ValuePoint shall have exclusive ownership of any media on which reports are submitted and shall have a perpetual, irrevocable, non-exclusive, royalty free, and transferable right to display, modify, copy, and otherwise use reports, data, and information provided under this section.
Summary Sales Data. “Summary Sales Data” is Sales Data reported as cumulative totals by state. Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Summary Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. If Contractor has no reportable Sales Data for the quarter, Contractor shall submit a zero-sales report.
Detailed Sales Data. “Detailed Sales Data” is Sales Data that includes for each Order all information required by the Solicitation or by NASPO ValuePoint, including customer information, Order information, and line-item details.
Contractor shall, using the reporting tool or template provided by NASPO ValuePoint, report Detailed Sales Data to NASPO ValuePoint for each calendar quarter no later than thirty (30) days following the end of the quarter. Detailed Sales Data shall be reported in the format provided in the Solicitation or provided by NASPO ValuePoint. The total sales volume of reported Detailed Sales Data shall be consistent with the total sales volume of reported Summary Sales Data.
Sales Data Crosswalks. Upon request by NASPO ValuePoint, Contractor shall provide to NASPO ValuePoint tables of customer and Product information and specific attributes thereof for the purpose of standardizing and analyzing reported Sales Data (“Crosswalks”). Customer Crosswalks must include a list of existing and potential Purchasing Entities and identify for each the appropriate customer type as defined by NASPO ValuePoint. Product Crosswalks must include Contractor’s part number or SKU for each Product in Offeror’s catalog and identify for each the appropriate Master Agreement category (and subcategory, if applicable), manufacturer part number, product description, eight-digit UNSPSC Class Level commodity code, and (if applicable) EPEAT value and Energy Star rating.
Crosswalk requirements and fields may be updated by NASPO ValuePoint with reasonable notice to Contractor and without amendment to this Master Agreement. Contractor shall work in good faith with NASPO ValuePoint to keep Crosswalks updated as Contractor’s customer lists and product catalog change.
Executive Summary. Contractor shall, upon request by NASPO ValuePoint, provide NASPO ValuePoint with an executive summary that includes but is not limited to a list of states with an active Participating Addendum, states with which Contractor is in negotiations, and any Participating Addendum roll-out or implementation activities and issues. NASPO ValuePoint and Contractor will determine the format and content of the executive summary.
NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review.
Contractor agrees to work cooperatively with NASPO ValuePoint personnel. Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement.
Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the Participating Entity. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the Participating Entity.
Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option.
Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees.
Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.
The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review.
Lead State may, in its discretion, cancel the Master Agreement pursuant to Paragraph 42 of Exhibit A, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement.
The Lead State may exercise its right to not renew the Master Agreement if contractor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Cancellation based on nonuse or under-utilization will not occur sooner than two years after award of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to cancel the Master Agreement pursuant to Section Paragraph 42 of Exhibit A or to terminate for default pursuant to Paragraph 44 of Exhibit A.
Contractor agrees to notify the Lead State and NASPO ValuePoint of any contractual most-favored-customer provisions in any Cooperative Purchasing Agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions. For the purposes of this paragraph, Cooperative Purchasing Agreement shall mean a cooperative purchasing program facilitating public procurement solicitations and agreements using a lead agency model. This does not include contracts with any federal agency or any federal contract.
Right to Publish.
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the public release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.
Records Administration and Audit.
The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders
placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions.
This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder.
Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of fees found as a result of the examination of the Contractor’s records.
The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.
Indemnification
General Indemnity. Contractor shall indemnify, defend (to the extent permitted by a state’s Attorney General), and hold harmless an Indemnified Party from any third-party claims or causes of action, including reasonable attorney’s fees, to the extent arising from Contractor’s intentional, willful, or grossly negligent acts or omissions; actions that give rise to strict liability; and actions arising from breach of contract or warranty. “Indemnified Party” means NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees.
The indemnification obligations of this section do not apply in the event the claim or cause of action is the result of the Indemnified Party’s sole negligence. This clause will not be construed to bar any legal remedies the Contractor may have for the Indemnified Party’s failure to fulfill its obligation under this Contract.
Intellectual Property Indemnification. Notwithstanding Paragraph 34.a of Exhibit A, the Contractor shall indemnify; defend, to the extent permitted by the Attorney General; and hold harmless the Purchasing Entity, at the Contractor’s expense, from any third-party action or claim brought against the Purchasing Entity to the extent that it is based on a claim that all or part of the works or documents infringe upon the intellectual property rights of others.
The Contractor will be responsible for payment of any and all such claims, demands, obligations, liabilities, costs, and damages, including but not limited to, reasonable attorney fees.
If such a claim or action arises, or in the Contractor’s or the Purchasing Entity’s opinion is likely to arise, the Contractor must, at the Purchasing Entity’s discretion, either procure for the Purchasing Entity the right or license to use the intellectual property rights at issue or replace or modify the allegedly infringing works or documents as necessary and appropriate to obviate the infringement claim. This remedy of the Purchasing Entity will be in addition to and not exclusive of other remedies provided by law.
Notwithstanding the foregoing, Contractor will not be liable under this section to the extent the infringement was caused by: 1) Contractor modification of the infringing material where such modification is made specifically for the Purchasing Entity, and where the Purchasing Entity has set forth the specific manner in which the modifications shall be made, as opposed to where the Purchasing Entity has requested modifications and given Contractor discretion over how to implement said modifications; 2) Purchasing Entity modification of the infringing material where such modification is not made under the direction of Contractor; 3) Use of the Deliverables or the System in a manner not contemplated by this Contract or as otherwise authorized by the Contractor in writing; 4) use of the Deliverables or the System in combination, operation, or use with other
products in a manner other than as contemplated by the Contract or otherwise authorized by the Contractor in writing.
Limitations of Liability
The Parties agree that neither Contractor nor the indemnified party shall be liable to each other, regardless of the form of action, for consequential, incidental, indirect, or special damages except any claim related to bodily injury or death an unauthorized release or breach of not public data as set forth more fully in Minn. Ch. 13; or a claim or demand based on patent, copyright, or other intellectual property infringement.
Contractor’s liability is limited to the greater of (i) the aggregate annual value amount of all fees paid to the Contractor by the Purchasing Entity under this Master Agreement; and (ii) $5,000,000. This limit on liability does not apply to claims for bodily injury or death or for intellectual property infringement.
Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is provided by the Contractor or the Contractor’s subsidiaries or affiliates;
specified by the Contractor to work with the Product; or reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
It would be reasonably expected to use the Product in combination with such product, system or method.
License of Pre-Existing Intellectual Property.
Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use, publish, translate, transfer with any sale of tangible media or Product, perform, and display the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”). The Contractor shall be responsible for ensuring that this license is consistent with any third party rights in the Pre-existing Intellectual Property.
Assignment of Antitrust Rights.
Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.
Debarment.
The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.
Governing Law and Venue.
The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.
Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.
If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.
Confidentiality, Non-Disclosure, and Injunctive Relief.
Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”).
Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information.
Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement.
Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep
one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement.
Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages.
Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available. Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.
Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.
The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to the cooperative’s Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to Paragraph 33 of Exhibit A. To the extent permitted by law, Contractor shall notify the Lead State of the identity of any entity seeking access to the Confidential Information described in this subsection.
Public Information.
This Master Agreement and all related documents are subject to disclosure pursuant to the Lead State’s public information laws.
Cancellation.
Unless otherwise set forth in this Master Agreement, this Master Agreement may be canceled by either party upon 60 days written notice prior to the effective date of the cancellation. Further, any Participating Entity may cancel its participation upon 30 days written notice, unless otherwise stated in the Participating Addendum. Cancellation may be in whole or in part. Any cancellation under this provision shall not affect the rights and obligations attending orders outstanding at the time of cancellation, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Cancellation of the Master Agreement due to Contractor default may be immediate as set forth in Paragraph 44 of Exhibit A.
Force Majeure.
Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, restrictions on the movement of people or goods imposed by public health order or by a declared state of emergency, or war, which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement upon thirty (30) days’ notice to Contractor for an opportunity to remediate or minimize the impact of such event on Contractor’s performance, after determining such delay or default will reasonably prevent successful performance of the Master Agreement.
Defaults and Remedies.
The occurrence of any of the following events shall be an event of default under this Master Agreement:
Nonperformance of contractual requirements; or
A material breach of this Master Agreement; or
Any certification, representation or warranty by Contractor in response to the RFP or in this Master Agreement that proves to be untrue or materially misleading; or Institution of proceedings under any bankruptcy, insolvency, court-ordered reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or
Any default specified in another section of this Master Agreement.
Upon the occurrence of an event of default, except for material breach, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement. The Lead State may immediately terminate this Master Agreement upon material breach of the Master Agreement by Contractor.
If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:
Exercise any remedy provided by law; and
Terminate this Master Agreement and any related contracts or portions thereof; and Impose liquidated damages as provided in this Master Agreement; and Suspend Contractor from being able to respond to future bid solicitations; and Suspend Contractor’s performance; and
Withhold payment until the default is remedied.
Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity.
Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.
Waiver of Breach.
Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or
requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.
Notices.
If one party is required to give notice to the other under the Master Agreement, such notice shall be in writing and shall be effective upon receipt. Delivery may be by certified United States mail or by hand, in which case a signed receipt shall be obtained. A facsimile or electronic transmission shall constitute sufficient notice, provided the receipt of the transmission is confirmed by the receiving party. Either party must notify the other of a change in address for notification purposes. All notices to the Lead State shall be addressed as follows:
Elizabeth Randa, Acquisition Management Specialist
112 Administration Bldg.
50 Sherburne Avenue
St. Paul, MN 55155
[email protected]
No Waiver of Sovereign Immunity.
In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.
This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.
Exhibit B: Minnesota Terms and Conditions
Change Requests.
The Lead State reserves the right to request, during the term of the Master Agreement, changes to the products offered within the Band(s). Products introduced during the term of the Master Agreement shall go through a formal review process. The process for updating the products offered within a Band is outlined in Paragraph 2 of Exhibit B. The Contractor shall evaluate and recommend products for which agencies have an expressed need. The Lead State shall require the Contractor to provide a summary of its research of those products being recommended for inclusion in the Master Agreement as well as defining how adding the product will enhance the Master Agreement. The Lead State may request that products, other than those recommended, are added to the Master Agreement.
In the event that the Lead State desires to add new products and services that are not included in the original Master Agreement, the Lead State requires that independent manufacturers and resellers cooperate with the already established Contractor in order to meet the Lead State’s requirements. Evidence of the need to add products or services should be demonstrated to the Lead State. The Master Agreement shall be modified via supplement or amendment. The Lead State will negotiate the inclusion of the products and services with the Contractor. No products or services will be added to the Master Agreement without the Lead State’s prior approval.
Product and Service Schedule (PSS).
Creating the Product and Service Schedule (PSS). Contractor will use the attached sample PSS to create and maintain a complete listing of all products and services offered under the Master Agreement. The PSS must conform to the contracted minimum discounts. Contractor may create and maintain a separate PSS for a Participating Entity based on the requirements and restrictions of the Participating Entity.
Contractors are encouraged to provide remote learning bundles for K-12 Education. These bundles can be included in the response to the PSS.
Maintaining the PSS.
In General. Throughout the term of the Master Agreement, on a quarterly basis, Contractor may update the PSS to make model changes, add new products or services, or remove obsolete or discontinued products or services. Any updates to the PSS must conform to the Master Agreement requirements, including the scope of the Master Agreement and contracted minimum discounts.
Process. Contractor must provide notification to the Lead State of any changes to their PSS using the attached Action Request Form (ARF).
a) The Lead State does not need to approve Contractor’s request to make model changes, add their own manufactured products, or remove discontinued or obsolete products or services, and Contractor does not need the Lead State’s approval prior to posting an updated PSS. b) The Lead State must approve Contractor’s request to add new third party manufacturers to Contractor’s PSS. If the proposed third-party manufacturer holds a NASPO Master Agreement for Computer Equipment, Contractor must obtain written authorization from that manufacturer. Contractor must have the Lead State’s approval prior to posting the updated PSS.
c) Contractor must maintain a historic record of all past PSSs on their dedicated NASPO ValuePoint website.
d) Pursuant to the audit provisions of the Master Agreement, upon the request of NASPO ValuePoint, the Lead State, or a Participating Entity, Contractor must provide an historic version of any Baseline Price List.
Purchase Orders.
There will be no minimum order requirements or charges to process an individual purchase order. The Participating Addendum number and the PO number must appear on all documents (e.g., invoices, packing slips, etc.). The Ordering Entity’s purchase order constitutes a binding contract.
Risk of Loss or Damage.
The Purchasing Entity is relieved of all risks of loss or damage to the goods or equipment during periods of transportation, and installation by the Contractor and in the possession of the Contractor or their authorized agent.
Payment Card Industry Data Security Standard and Cardholder Information Security.
Contractor assures all of its Network Components, Applications, Servers, and Subcontractors (if any) comply with the Payment Card Industry Data Security Standard (“PCIDSS”). “Network Components” shall include, but are not limited to, Contractor’s firewalls, switches, routers, wireless access points, network appliances, and other security appliances; “Applications” shall include, but are not limited to, all purchased and custom external (web) applications. “Servers” shall include, but are not limited to, all of Contractor’s web, database, authentication, DNS, mail, proxy, and NTP servers. “Cardholder Data” shall mean any personally identifiable data associated with a cardholder, including, by way of example and without limitation, a cardholder’s account number, expiration date, name, address, social security number, or telephone number.
Subcontractors (if any) must be responsible for the security of all Cardholder Data in its possession; and will only use Cardholder Data for assisting cardholders in completing a transaction, providing fraud control services, or for other uses specifically required by law. Contractor must have a business continuity program which conforms to PCIDSS to protect Cardholder Data in the event of a major disruption in its operations or in the event of any other disaster or system failure which may occur to operations; will continue to safeguard Cardholder Data in the event this Agreement terminates or expires; and ensure that a representative or agent of the payment card industry and a representative or agent of the Purchasing Entity shall be provided with full cooperation and access to conduct a thorough security review of Contractor’s operations, systems, records, procedures, rules, and practices in the event of a security intrusion in order to validate compliance with PCIDSS.
Foreign Outsourcing of Work.
Upon request, the Contractor is required to provide information regarding the location of where services, data storage, and location of data processing under the Master Agreement will be performed.
State Audits (Minn. Stat. § 16C.05, subd. 5).
The books, records, documents, and accounting procedures and practices of the Contractor or other party, that are relevant to the Master Agreement or transaction are subject to examination by the contracting agency and either the Lead State’s Legislative Auditor or State Auditor as appropriate for a minimum of six years after the end of the Master Agreement or transaction. The Lead State reserves the right to authorize delegate(s) to audit this Master Agreement and transactions.
Certification of Nondiscrimination (in accordance with Minn. Stat. § 16C.053).
If the value of this Contract, including all extensions, is $50,000 or more, Contractor certifies it does not engage in and has no present plans to engage in discrimination against Israel, or against persons or entities doing business in Israel, when making decisions related to the operation of the contractor's business. For purposes of this section, "discrimination" includes but is not limited to engaging in refusals to deal, terminating business activities, or other actions that are intended to limit commercial relations with Israel, or persons or entities doing business in Israel, when such actions are taken in a manner that in any way discriminates on the basis of nationality or national origin and is not based on a valid business reason.
Human Rights/Affirmative Action.
The Lead State requires affirmative action compliance by its Contractors in accordance with Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600.
Covered Contracts and Contractors. If the Contract exceeds $100,000 and the Contractor employed more than 40 full-time employees on a single working day during the previous 12 months in Minnesota or in the state where it has its principal place of business, then the Contractor must comply with the requirements of Minn. Stat. § 363A.36 and Minn. R. 5000.3400-5000.3600.
Minn. R. 5000.3400-5000.3600 implement Minn. Stat. § 363A.36. These rules include, but are not limited to, criteria for contents, approval, and implementation of affirmative action plans; procedures for issuing certificates of compliance and criteria for determining a contractor’s compliance status; procedures for addressing deficiencies, sanctions, and notice and hearing; annual compliance reports; procedures for compliance review; and contract consequences for noncompliance. The specific criteria for approval or rejection of an affirmative action plan are contained in various provisions of Minn. R. 5000.3400 5000.3600 including, but not limited to, parts 5000.3420- 5000.3500 and parts 5000.3552 5000.3559.
Disabled Workers. Minn. R. 5000.3550 provides the Contractor must comply with the following affirmative action requirements for disabled workers.
AFFIRMATIVE ACTION FOR DISABLED WORKERS
(a) The Contractor must not discriminate against any employee or applicant for employment because of physical or mental disability in regard to any position for which the employee or applicant for employment is qualified. The Contractor agrees to take affirmative action to employ, advance in employment, and otherwise treat qualified disabled persons without discrimination based upon their physical or mental disability in all employment practices such as the following: employment, upgrading, demotion or transfer, recruitment, advertising, layoff or termination, rates of pay or other forms of compensation, and selection for training, including apprenticeship. (b) The Contractor agrees to comply with the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act. (c) In the event of the Contractor’s noncompliance with the requirements of this clause, actions for noncompliance may be taken in accordance with Minn. Stat. § 363A.36 and the rules and relevant orders of the Minnesota Department of Human Rights issued pursuant to the Minnesota Human Rights Act.
(d) The Contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices in a form to be prescribed by the commissioner of the Minnesota Department of Human Rights. Such notices must state the Contractor’s obligation under the law to take affirmative action to employ and advance in employment qualified disabled employees and applicants for employment, and the rights of applicants and employees. (e) The Contractor must notify each labor union or representative of workers with which it has a collective bargaining agreement or other contract understanding, that the Contractor is bound by the terms of Minn. Stat. § 363A.36 of the Minnesota Human Rights Act and is committed to take affirmative action to employ and advance in employment physically and mentally disabled persons.
Consequences. The consequences of a Contractor’s failure to implement its affirmative action plan or make a good faith effort to do so include, but are not limited to, suspension or revocation of a certificate of compliance by
the commissioner, refusal by the commissioner to approve subsequent plans, and termination of all or part of the Contract by the commissioner or the State.
Certification. The Contractor hereby certifies that it is in compliance with the requirements of Minn. Stat. § 363A.36, subd. 1 and Minn. R. 5000.3400-5000.3600 and is aware of the consequences for noncompliance. It is agreed between the parties that Minn. Stat. 363.36 and Minn. R. 5000.3400 to 5000.3600 are incorporated into any contract between these parties based upon this specification or any modification of it. A copy of Minn. Stat. § 363A.36 and Minn. R. 5000.3400 to 5000.3600 are available upon request from the contracting agency.
Equal Pay Certification.
If required by Minn. Stat. §363A.44, the Contractor must have a current Equal Pay Certificate prior to Contract execution. If Contractor's Equal Pay Certificate expires during the term of this Contract, Contractor must promptly reapply for an Equal Pay Certificate with the Minnesota Department of Human Rights and notify the State's Authorized Representative once the Contractor has received the renewed Equal Pay Certificate. If Contractor claims to be exempt, the Lead State may require Contractor to verify its exempt status.
Americans with Disabilities Act (ADA).
Products provided under the Master Agreement must comply with the requirements of the Americans with Disabilities Act (ADA). The Contractor’s catalog and other marketing materials utilized to offer products under the Master Agreement must state when a product is not in compliance. If any descriptive marketing materials are silent as to these requirements, the Contractor agrees that the customer can assume the product meets or exceeds the ADA requirements.
Nonvisual Access Standards.
Pursuant to Minn. Stat. § 16C.145, the Contractor shall comply with the following nonvisual technology access standards:
That the effective interactive control and use of the technology, including the operating system applications programs, prompts, and format of the data presented, are readily achievable by nonvisual means; That the nonvisual access technology must be compatible with information technology used by other individuals with whom the blind or visually impaired individual must interact; That nonvisual access technology must be integrated into networks used to share communications among employees, program participants, and the public; and
That the nonvisual access technology must have the capability of providing equivalent access by nonvisual means to telecommunications or other interconnected network services used by persons who are not blind or visually impaired.
These standards do not require the installation of software or peripheral devices used for nonvisual access when the information technology is being used by individuals who are not blind or visually impaired.
Accessibility Standards.
Contractor acknowledges and is fully aware that the Lead State (Executive branch state agencies) has developed IT Accessibility Standard effective September 1, 2010. The standard entails, in part, the Web Content Accessibility Guidelines (WCAG) and Section 508 which can be viewed at: https://mn.gov/mnit/government/policies/accessibility/.
The Standards apply to web sites, software applications, electronic reports and output documentation, training delivered in electronic formats (including, but not limited to, documents, videos, and webinars), among others. As upgrades are made to the software, products, or subscriptions available through this Contract, the Contractor agrees to
develop functionality which supports accessibility. If any issues arise due to nonconformance with the above-mentioned accessibility Standards, the Contractor agrees to provide alternative solutions upon request at no additional charge to the State.
When updates or upgrades are made to the products or services available through this Contract, the Contractor agrees to document how the changes will impact or improve the product’s or service’s accessibility and usability. This documentation, upon request, must be provided to the Lead State in advance of the change, occurring within an agreed upon timeframe sufficient for the state to review the changes and either approve them or request a remediation plan from the Contractor. Contractor warrants that its Products comply with the above-mentioned accessibility Standards and agrees to indemnify, defend, and hold harmless the Lead State against any claims related to non-compliance of Contractor’s Product with the above-mentioned accessibility Standards. If agreed-upon updates fail to improve the product or service’s accessibility or usability as planned, the failure to comply with this requirement may be cause for contract cancellation or for the Lead State to consider the Contractor in default.
Conflict Minerals.
Contractor agrees to provide information upon request regarding adherence to the Conflict Minerals section of the Dodd-Frank Wall Street Reform and Consumer Protection Act (Section 1502).
See: http://beta.congress.gov/111/bills/hr4173/111hr4173enr.pdf#page=838 http://www.sec.gov/news/press/2012/2012-163.htm
Hazardous Substances.
To the extent that the goods to be supplied by the Contractor contain or may create hazardous substances, harmful physical agents or infectious agents as set forth in applicable state and federal laws and regulations, the Contractor must provide Material Safety Data Sheets regarding those substances. A copy must be included with each delivery.
Copyrighted Material Waiver.
The Lead State reserves the right to use, reproduce and publish proposals in any manner necessary for State agencies and local units of government to access the responses, including but not limited to photocopying, State Intranet/Internet postings, broadcast faxing, and direct mailing. In the event that the response contains copyrighted or trademarked materials, it is the responder’s responsibility to obtain permission for the Lead State to reproduce and publish the information, regardless of whether the responder is the manufacturer or reseller of the products listed in the materials. By signing its response, the responder certifies that it has obtained all necessary approvals for the reproduction and distribution of the contents of its response and agrees to indemnify, protect, save and hold the Lead State, its representatives and employees harmless from any and all third-party claims arising from the violation of this section and agrees to pay all legal fees incurred by the Lead State in the defense of any such action.
Publicity.
The Contractor shall make no representations of the State’s opinion or position as to the quality or effectiveness of the products or services that are the subject of the Master Agreement without the prior written consent of the State’s Assistant Director or designee of Office of State Procurement. Representations include any publicity, including but not limited to advertisements, notices, press releases, reports, signs, and similar public notices.
Performance While Dispute is Pending.
Notwithstanding the existence of a dispute, the parties shall continue without delay to carry out all of their responsibilities under the Master Agreement that are not affected by the dispute. If a party fails to continue without delay to perform its responsibilities under the Master Agreement, in the accomplishment of all undisputed work, any additional cost incurred by the other parties as a result of such failure to proceed shall be borne by the responsible party.
Organizational Conflicts of Interest.
An organizational conflict of interest exists when, because of existing or planned activities or because of relationships with other persons:
the Contractor is unable or potentially unable to render impartial assistance or advice to the State; the Contractor’s objectivity in performing the work is or might be otherwise impaired; or the Contractor has an unfair competitive advantage.
The Contractor agrees that if an organizational conflict of interest is discovered after award, an immediate and full disclosure in writing shall be made to the Assistant Director of the Lead State’s Department of Administration’s Office of State Procurement that shall include a description of the action the Contractor has taken or proposes to take to avoid or mitigate such conflicts. If an organizational conflict of interest is determined to exist, the Lead State may, at its discretion, cancel the Master Agreement. In the event the Contractor was aware of an organizational conflict of interest prior to the award of the Master Agreement and did not disclose the conflict to the Master Agreement Administrator, the Lead State may terminate the Master Agreement for default. The provisions of this clause shall be included in all subcontracts for work to be performed, and the terms “Contract,” “Contractor,” “Master Agreement”, “Master Agreement Administrator” and “Contract Administrator” modified appropriately to preserve the State’s rights.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion Certification regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions. Instructions for certification:
By signing and submitting this proposal, the prospective lower tier participant [responder] is providing the certification set out below.
The certification in this clause is a material representation of fact upon which reliance was placed when this transaction was entered into. If it is later determined that the prospective lower tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.
The prospective lower tier participant shall provide immediate written notice to the person to whom this proposal [response] is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or had become erroneous by reason of changed circumstances.
The terms covered transaction, debarred, suspended, ineligible lower tier covered transaction, participant, person, primary covered transaction, principal, proposal, and voluntarily excluded, as used in this clause, have the meaning set out in the Definitions and Coverages section of rules implementing Executive Order 12549. You may contact the person to which this proposal is submitted for assistance in obtaining a copy of those regulations.
The prospective lower tier participant agrees by submitting this response that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction [subcontract equal to or exceeding $25,000] with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, declared ineligible, or voluntarily excluded from participation in this covered transaction, unless authorized by the department or agency with which this transaction originated.
The prospective lower tier participant further agrees by submitting this proposal that it will include this clause titled, “Certification Regarding Debarment, Suspension, Ineligibility, and Voluntary Exclusion – Lower Tier Covered Transaction,” without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions.
A participant in a covered transaction may rely upon a certification of a prospective participant in a lower tier covered transaction that it is not proposed for debarment under 48 CFR part 9, subpart 9.4, debarred, suspended, ineligible, or voluntarily excluded from covered transactions, unless it knows that the certification is erroneous. A participant may decide the method and frequency by which it determines the eligibility of its principals. Each participant may, but is not required to, check the list of parties excluded from federal procurement and nonprocurement programs.
Nothing contained in the foregoing shall be construed to require establishment of a system of records in order to render in good faith the certification required by this clause. The knowledge and information of a participant is not required to exceed that which is normally possessed by a prudent person in the ordinary course of business dealings.
Except for transactions authorized under paragraph 5 of these instructions, if a participant in a covered transaction knowingly enters into a lower tier covered transaction with a person who is proposed for debarment under 48 CFR part 9, subpart 9.4, suspended, debarred, ineligible, or voluntarily excluded from participation in this transaction, in addition to other remedies available to the Federal government, the department or agency with which this transaction originated may pursue available remedies, including suspension and debarment.
Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion – Lower Tier Covered Transactions.
The prospective lower tier participant certifies, by submission of this proposal, that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction by any Federal department or agency.
Where the prospective lower tier participant is unable to certify to any of the statements in this certification, such prospective participant shall attach an explanation to this proposal.
Government Data Practices.
The Contractor and the Lead State must comply with the Minnesota Government Data Practices Act, Minn. Stat. Ch. 13, (and where applicable, if the Lead State contracting party is part of the judicial branch, with the Rules of Public Access to Records of the Judicial Branch promulgated by the Minnesota Supreme Court as the same may be amended from time to time) as it applies to all data provided by the Lead State to the Contractor and all data provided to the Lead State by the Contractor. In addition, the Minnesota Government Data Practices Act applies to all data created, collected, received, stored, used, maintained, or disseminated by the Contractor in accordance with the Master Agreement that is private, nonpublic, protected nonpublic, or confidential as defined by the Minnesota Government Data Practices Act, Ch. 13 (and where applicable, that is not accessible to the public under the Rules of Public Access to Records of the Judicial Branch).
In the event the Contractor receives a request to release the data referred to in this article, the Contractor must immediately notify the Lead State. The Lead State will give the Contractor instructions concerning the release of the data to the requesting party before the data is released. The civil remedies of Minn. Stat. § 13.08, apply to the release of the data by either the Contractor or the Lead State.
The Contractor agrees to indemnify, save, and hold the Lead State, its agent and employees, harmless from all claims arising out of, resulting from, or in any manner attributable to any violation of any provision of the Minnesota
Government Data Practices Act (and where applicable, the Rules of Public Access to Records of the Judicial Branch), including legal fees and disbursements paid or incurred to enforce this provision of the Master Agreement. In the event that the Contractor subcontracts any or all of the work to be performed under the Master Agreement, the Contractor shall retain responsibility under the terms of this article for such work.
Survivability.
Certain rights and duties of the Lead State and Contractor will survive the expiration or cancellation of the RFP and resulting Master Agreement. These rights and duties include but are not limited to paragraphs: Indemnification; Limitations of Liability; State Audits; Government Data Practices; Governing Law and Venue; Publicity; and Administrative Fees.
Severability.
If any provision of the Master Agreement, including items incorporated by reference, is found to be illegal, unenforceable, or void, then both the Lead State and the Contractor shall be relieved of all obligations arising under such provisions. If the remainder of the Master Agreement is capable of performance it shall not be affected by such declaration or finding and shall be fully performed.
Exhibit C: Requirements
Contractor Verification.
Contractor must be a manufacturer of a Product in the Band(s) it is awarded a Master Agreement. “Re-branding” a product that is manufactured by another company does not meet this requirement. If the Contractor ceases production, sells or assigns their manufacturing to another vendor, or otherwise no longer manufactures a product during the life of the Master Agreement the Lead State reserves the right to terminate the Contractor’s Master Agreement.
Warranty and Maintenance.
Contractor must ensure warranty service and maintenance for all equipment, including third party products provided.
The Contractor must facilitate the Manufacturer or Publisher warranty and maintenance of third party products furnished through the Master Agreement. The Contractor shall provide the warranty service and maintenance for equipment and all peripherals on the Master Agreement.
Website.
Contractor must develop and maintain a URL to a web site specific to the awarded Master Agreement. Contractor’s Master Agreement website must offer twenty-four (24) hours per day, seven (7) days per week availability, except for regularly scheduled maintenance times. The website must be separate from the Contractor’s commercially available (i.e., public) on-line catalog and ordering systems. No other items or pricing may be shown on the website without written approval from the Lead State
Mandatory Specifications:
• Designated Baseline Price List(s) (e.g., MSRP, List, or Education) • Product and Service Schedule (PSS)
• Product specifications, pricing, and configuration aids for the major product categories proposed that can be used to obtain an on-line quote,
• Service options and service agreements available on the contract. Please refer to Paragraph 5. • Contact information for order placement, service concerns (warranty and maintenance), problem reporting, and billing concerns
• Sales representatives for participating entities
• Links to environmental certification, including but not limited to take-back/recycling programs, EPEAT, Energy Star, etc.
Desirable Specifications:
• Purchase order tracking
• Information on accessibility and accessible products
• Signed Master Agreement
• Online ordering capability with the ability to remember multiple ship to locations (if applicable to product) • List of approved partners, if applicable
Within 30 calendar days of the notice of intent to award a Master Agreement, Contractor must provide a sample URL of the Master Agreement webpage to the Lead State for review and approval. The Lead State will review and determine acceptability of the website format and data. If the information is determined to be unacceptable or incorrect, the Contractor will have 15 calendar days to provide revisions to the Lead State. After the Lead State approves the website, Contractor may not make material changes to the website without notifying the Lead State through the ARF process and receiving written approval of the changes.
Environmental Certifications.
Contractor must include environmental or supply chain responsibility certifications and registrations for products sold through this Contract on their website. Contractor must provide these certifications and registrations for specific products to Participating Entities upon request.
EPEAT Registration.
Contractor agrees that applicable products offered that have EPEAT Standards provided under the Master Agreement must have achieved a minimum EPEAT Bronze registration. This requirement does not apply to Band 3.
Contractor may propose the addition of a product that has not yet achieved a minimum EPEAT Bronze registration. The Lead State, in its sole discretion may require Contractor to provide the following documentation to support the addition of the proposed product:
• A letter from the Green Electronics Council (GEC) on GEC’s letterhead confirming that the verification process is underway; or
• A copy of Contractor’s GEC contract, Conformity Assurance Board (CAB) contract, and a letter from Contractor’s CAB stating that the relevant product has been registered with the CAB and that verification is underway.
The Lead State reserves the right to reject the inclusion of such product, or if approved, require Contractor to remove the product at a later date if the product does not achieve a minimum EPEAT Bronze registration. The Contractor must remove any products that subsequently exit the verification process without achieving EPEAT Bronze or greater from the Master Agreement.
Third-Party Products.
Some products offered may be manufactured by a third party. Contractor, however, must provide or facilitate the warranty service and maintenance for all Third-Party Products on the Master Agreement either directly or pass-through from the manufacturer. Contractor may not offer products manufactured by another Contractor holding a Minnesota NASPO ValuePoint Master Agreement for Computer Equipment without approval from the Lead State. Warranty for third-party products must be provided by the Contractor. Warranty documents for products manufactured by a third party are preferred to be delivered to the Participating Entity with the products. Contractor can only offer Third-Party Products in a Band they have been awarded.
Third-Party Products are intended to enhance or supplement a Contractor’s own product line, and are not intended to represent more than a third of Contractor’s total sales under this Master Agreement. The Lead State may limit the sale of Third-Party Products through the Master Agreement during the life of the Master Agreement should Third-Party Product sales be determined to consistently exceed one third of the total sales under this Master Agreement. Such limitation may take the form of any action the Lead State so chooses, up to and including non-renewal or cancellation of the Master Agreement.
Partner Utilization.
If utilizing partners, the Contractor is responsible for the partners providing products and services, as well as warranty service and maintenance for equipment the partner provides. Participating Entities have the option of utilizing partners.
Contractor must provide a Participating Entity a copy of its plan for partner utilization upon request. Contractor must make available a list of approved partners for each Participating Entity. Participating Entities must approve specific Partners as outlined within the relevant Participating Addendum, and only partners approved by the Participating Entity may be deployed. The Participating Entity will define the process to add and remove partners in their Participating Addendum.
2019 National Defense Authorization Act, Section 889(f)(3).
Under the 2019 National Defense Authorization Act, Section 889(f)(3), the US military is prohibited from purchasing video surveillance and telecommunications equipment from certain Chinese-owned technology firms. While US state are
not subject to this act, there is increasing concern for the security of state data. Contractor certifies for the term of this Master Agreement that it is not subject to laws, rules, or policies potentially requiring disclosure of, or provision of access to, customer data to foreign governments or entities controlled by foreign governments, and that Contractor's Products do not contain, include, or utilize components or services supplied by any entity subject to the same.
Contractor also certifies that its Products do not contain, include, or utilize any covered technology prohibited under Section 889 of the National Defense Authorization Act, as amended.
Exhibit D: Pricing Schedule
Attached and incorporated into this Master Agreement as Exhibit D is the Price Schedule.
Exhibit D: Price Schedule
NASPO ValuePoint Computer Equipment (2023-2028)
CONTROL SET
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America Awarded Bands:
X Band 1: Personal Computing Devices (Windows)
X Band 2: Personal Computing Devices (Non-Windows)
Band 3: Servers and Storage
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 0.0%
1 1B-1 Fully Rugged TOUGHBOOK Computer 16.0%
1 1B-2 Semi-Rugged TOUGHBOOK Computer 13.0%
1 1B-3 TOUGHBOOK Tablet 12.0%
1 1B-4 TOUGHBOOK Handheld 9.0%
1 1B-5 Accessory 11.0%
1 1B-6 Peripheral: Professional Video 5.0%
1 1B-7 Peripheral: Professional Audio 10.0%
1 1B-8 Peripheral: Display 22.0%
1 1B-9 Peripheral: Display Accessory 10.0%
1 1B-10 Peripheral: Projector (Large Venue, Installation) 48.0% 1 1B-11 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0% 1 1T Band 1 - Third Party Product Minimum Discount 2.0% 1 1T-1 Absolute Software/Licenses 0.0%
1 1T-2 Agora Peripherals and Related Accessories 11.0%
1 1T-3 Airgain Peripherals and Related Accessories 11.0% 1 1T-4 Brother Peripherals and Related Accessories 11.0% 1 1T-5 CradlePoint Peripherals and Related Accessories 11.0% 1 1T-6 Crossmatch Software/Licenses 0.0%
1 1T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% 1 1T-8 Havis Peripherals and Related Accessories 11.0%
1 1T-9 Ikey Peripherals and Related Accessories 11.0%
1 1T-10 Lind Peripherals and Related Accessories 11.0%
1 1T-11 Nuance Peripherals/Accessories 11.0%
1 1T-12 Nuance Software/Licenses 0.0%
1 1T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessori 11.0% 2 2B Band 2 - Minimum Discount 0.0%
2 2B-1 TOUGHBOOK Tablet 12.0%
2 2B-2 TOUGHBOOK Handheld 9.0%
2 2B-3 Accessory 11.0%
2 2B-4 Peripheral: Professional Video 5.0%
2 2B-5 Peripheral: Professional Audio 10.0%
2 2B-6 Peripheral: Display 22.0%
Exhibit D: Price Schedule
Band Category Code Category Description Discount off
Baseline List
2 2B-7 Peripheral: Display Accessory 10.0%
2 2B-8 Peripheral: Projector (Large Venue, Installation) 48.0% 2 2B-9 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0% 2 2T Band 2 - Third Party Product Minimum Discount 2.0% 2 2T-1 Absolute Software/Licenses 0.0%
2 2T-2 Agora Peripherals and Related Accessories 11.0%
2 2T-3 Airgain Peripherals and Related Accessories 11.0% 2 2T-4 Brother Peripherals and Related Accessories 11.0% 2 2T-5 CradlePoint Peripherals and Related Accessories 11.0% 2 2T-6 Crossmatch Software/Licenses 0.0%
2 2T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% 2 2T-8 Havis Peripherals and Related Accessories 11.0%
2 2T-9 Ikey Peripherals and Related Accessories 11.0%
2 2T-10 Lind Peripherals and Related Accessories 11.0%
2 2T-11 Nuance Peripherals/Accessories 11.0%
2 2T-12 Nuance Software/Licenses 0.0%
2 2T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessori 11.0% S Installation 0.0%
S Extended Warranty 0.0%
S Training 0.0%
S Complimentary software 0.0%
Exhibit D: Price Schedule Discount Structure
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America Baseline Price List: Posted on Contractor's dedicated NASPO ValuePoint website Band 1: Personal Computer Equipment (Windows OS)
Band Category Code Category Description Discount off
Baseline List
1 1B Band 1 - Minimum Discount 0.0%
1 1B-1 Fully Rugged TOUGHBOOK Computer 16.0%
1 1B-2 Semi-Rugged TOUGHBOOK Computer 13.0%
1 1B-3 TOUGHBOOK Tablet 12.0%
1 1B-4 TOUGHBOOK Handheld 9.0%
1 1B-5 Accessory 11.0%
1 1B-6 Peripheral: Professional Video 5.0%
1 1B-7 Peripheral: Professional Audio 10.0%
1 1B-8 Peripheral: Display 22.0%
1 1B-9 Peripheral: Display Accessory 10.0%
1 1B-10 Peripheral: Projector (Large Venue, Installation) 48.0% 1 1B-11 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0% 1 1T Band 1 - Third Party Product Minimum Discount 2.0% 1 1T-1 Absolute Software/Licenses 0.0%
1 1T-2 Agora Peripherals and Related Accessories 11.0%
1 1T-3 Airgain Peripherals and Related Accessories 11.0% 1 1T-4 Brother Peripherals and Related Accessories 11.0% 1 1T-5 CradlePoint Peripherals and Related Accessories 11.0% 1 1T-6 Crossmatch Software/Licenses 0.0%
1 1T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% 1 1T-8 Havis Peripherals and Related Accessories 11.0%
1 1T-9 Ikey Peripherals and Related Accessories 11.0%
1 1T-10 Lind Peripherals and Related Accessories 11.0%
1 1T-11 Nuance Peripherals/Accessories 11.0%
1 1T-12 Nuance Software/Licenses 0.0%
1 1T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessorie 11.0% Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category Code Category Description Discount off
Baseline List
2 2B Band 2 - Minimum Discount 0.0%
2 2B-1 TOUGHBOOK Tablet 12.0%
2 2B-2 TOUGHBOOK Handheld 9.0%
2 2B-3 Accessory 11.0%
2 2B-4 Peripheral: Professional Video 5.0%
2 2B-5 Peripheral: Professional Audio 10.0%
2 2B-6 Peripheral: Display 22.0%
2 2B-7 Peripheral: Display Accessory 10.0%
2 2B-8 Peripheral: Projector (Large Venue, Installation) 48.0% 2 2B-9 Peripheral: Projector (Portable, Short Throw, Space Player) 38.0% 2 2T Band 2 - Third Party Product Minimum Discount 2.0%
Exhibit D: Price Schedule Discount Structure
Band 2: Personal Computer Equipment (Non-Windows OS)
Band Category Code Category Description Discount off
Baseline List
2 2T-1 Absolute Software/Licenses 0.0%
2 2T-2 Agora Peripherals and Related Accessories 11.0%
2 2T-3 Airgain Peripherals and Related Accessories 11.0% 2 2T-4 Brother Peripherals and Related Accessories 11.0% 2 2T-5 CradlePoint Peripherals and Related Accessories 11.0% 2 2T-6 Crossmatch Software/Licenses 0.0%
2 2T-7 Gamber-Johnson Peripherals and Related Accessories 11.0% 2 2T-8 Havis Peripherals and Related Accessories 11.0%
2 2T-9 Ikey Peripherals and Related Accessories 11.0%
2 2T-10 Lind Peripherals and Related Accessories 11.0%
2 2T-11 Nuance Peripherals/Accessories 11.0%
2 2T-12 Nuance Software/Licenses 0.0%
2 2T-13 Panasonic i-Pro Sensing Solution Peripherals and Related Accessorie 11.0%
Exhibit D: Price Schedule Volume-Based Discounts
Master Agreement: 23019
Contractor Name:
All Awarded Bands
1. Per Transaction Multiple Unit Discount(s)
2. Cumulative Discount(s)
3. Other Discount(s)
Additional discount(s) available.
Panasonic Connect North America, Division of Panasonic Corporation of North America Panasonic offers promotional pricing in which deeper discounts—an additional percentage off contract pricing—are available on specified products based on inventory and sales. Such promotional pricing is offered for a defined period (e.g., quarterly, defined as approximately 3 months).
Panasonic also provides piggyback pricing to local entities within States that have signed a NASPO Participating Addendum.
Contractor provides a contractual volume discount program as follows based on dollars in a single purchase order or combination of purchase orders submitted at one time by a Purchasing Entity, or multiple entities conducting a cooperative purchase.
Contractor provides a cumulative volume discount as follows based on dollars resulting from the cumulative purchases by all purchases made by Purchasing Entities for the duration of the Master Agreement.
Panasonic's volume discount applies to fully ruggedized TOUGHBOOK computers and tablets. It is calculated not on purchase price but on the quantity of the same model of TOUGHBOOK equipment purchased by each specific end-user customer per transaction.
An end-user customer purchasing 50 to 99 units of the same TOUGHBOOK model will receive a 2-percent discount off contract pricing.
An end-user customer purchasing 100 units or more will receive a 4-percent discount off contract pricing.
Cumulative discounts are not available at this time; however, in the instance that a State defines standardization of a Panasonic equipment model for use across the State, and multiple State entities or local entities within the State subsequently purchase the equipment model per State standardization, Panasonic may work with the State to provide additional discounts to the end-user purchasers.
Exhibit D: Price Schedule Services
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America Travel for Services will be negotiated with each Participating Entity in the Participating Addendum.
All Awarded Bands
Category Code Description of Service Percent Discount
S Installation 0.0%
S Extended Warranty 0.0%
S Training 0.0%
S Complimentary software 0.0%
Each Purchasing Entity will determine if and how services will be offered in the Participating Addendum.
Exhibit D: Price Schedule Lease Rates
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America All Awarded Bands
Optional: Lease Rates
0% Financing
Short-term rental available
Exhibit D: Price Schedule Prompt Payment Discount
Master Agreement: 23019
Contractor Name: Panasonic Connect North America, Division of Panasonic Corporation of North America in 30
in 15, Net 30
in 10, Net 30
X Net 30
X Other (specify): Pansonic sales are indirect, executed through its authorized reseller partners; therefore, prompt payment discounts do not apply to Panasonic. However, reseller partners may individually provide this discount to the end-user customer.
All Awarded Bands
EXHIBIT B
STATE OF UTAH COOPERATIVE CONTRACT AMENDMENT
AMENDMENT #: 2
CONTRACT #: AR3189
Starting Date: 10/1/2019
Expiration Date: 9/30/2024
TO BE ATTACHED AND MADE PART OF the specified contract by and between the State of Utah Division of Purchasing and Cradlepoint, Inc. (Referred to as CONTRACTOR).
BOTH PARTIES AGREE TO AMEND THE CONTRACT AS FOLLOWS:
The state of Utah is executing two 1 year extensions for this contract as allowed by the master agreement.
The new expiration date will be 9/30/2026.
Effective Date of Amendment: 3/1/2024
All other terms and conditions of the contract, including those previously modified, shall remain in full force and effect.
IN WITNESS WHEREOF, the parties sign and cause this contract to be executed.
CONTRACTOR STATE OF UTAH
Date Director, State of Utah Division of Purchasing Date Title (Print)
For Division of Purchasing Internal Use
Purchasing Agent Phone # E-mail Address Contract #
Grant Herdrich 801 957 7125 [email protected] AR3189
.
Attachment A: Page 2 of 28
instructions, data or functions, (including but not limited to viruses, worms, date bombs or time bombs), including but not limited to other programs, data storage, computer libraries and programs that self-replicate without manual intervention, instructions programmed to activate at a predetermined time or upon a specified event, and/or programs purporting to do a meaningful function but designed for a different function, that alter, destroy, inhibit, damage, interrupt, interfere with or hinder the operation of the Purchasing Entity’s’ software, applications and/or its end users processing environment, the system in which it resides, or any other software or data on such system or any other system with which it is capable of communicating.
Embedded Software means one or more software applications which permanently reside on a computing device.
Fulfillment Partner means a third-party contractor qualified and authorized by Contractor, and approved by the Participating State under a Participating Addendum, who may, to the extent authorized by Contractor, fulfill any of the requirements of this Master Agreement including but not limited to providing Services under this Master Agreement and billing Customers directly for such Services. Contractor may, upon written notice to the Participating State, add or delete authorized Fulfillment Partners as necessary at any time during the contract term. Fulfillment Partner has no authority to amend this Master Agreement or to bind Contractor to any additional terms and conditions.
Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.
Lead State means the State centrally administering any resulting Master Agreement(s).
Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of the NASPO ValuePoint program, and the Contractor, as now or hereafter amended.
NASPO ValuePoint is the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, a 501(c)(3) limited liability company that is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. NASPO ValuePoint facilitates administration of the NASPO cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states, the District of Columbia, and territories of the United States. NASPO ValuePoint is identified in the Master Agreement as the recipient of reports and may perform contract administration functions relating to collecting and receiving reports as well as other contract administration functions as assigned by the Lead State.
Attachment A: Page 3 of 28
Non-Public Data means Data that is not subject to distribution to the public as public information. It is deemed to be sensitive and confidential by the Purchasing Entity because it contains information that is exempt by statute, ordinance or administrative rule from access by the general public as public information.
Order or Purchase Order means any purchase order, sales order, contract or other document used by a Purchasing Entity to order the Products.
Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.
Participating Entity means a state, or other legal entity, properly authorized to enter into a Participating Addendum.
Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate.
Upon execution of the Participating Addendum, a Participating State becomes a Participating Entity; however, a Participating State listed in the Request for Proposal is not required to participate through execution of a Participating Addendum.
Personal Data means data alone or in combination that includes information relating to an individual that identifies the individual by name, identifying number, mark or description can be readily associated with a particular individual and which is not a public record. Personal Information may include the following personally identifiable information (PII): government-issued identification numbers (e.g., Social Security, driver’s license, passport); financial account information, including account number, credit or debit card numbers; or Protected Health Information (PHI) relating to a person.
Processed Data means the output of any computer processing, or other electronic manipulation, of any Data in the course of using and configuring the Services provided under this Agreement.
Product means any equipment, software (including embedded software), documentation, service or other deliverable supplied or created by the Contractor pursuant to this Master Agreement. The term Products, supplies and services, and products and services are used interchangeably in these terms and conditions.
Purchasing Entity means a state (as well as the District of Columbia and U.S territories), city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, that issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.
Services mean any of the services described in the Scope of Services that are supplied Attachment A: Page 4 of 28
or created by the Contractor pursuant to this Master Agreement.
Security Incident means the possible or actual unauthorized access to a Purchasing Entity’s Non-Public Data and Personal Data the Contractor believes could reasonably result in the use, disclosure or theft of a Purchasing Entity’s Non-Public Data within the possession or control of the Contractor. A Security Incident also includes a major security breach to the Contractor’s system, regardless if Contractor is aware of unauthorized access to a Purchasing Entity’s Non-Public Data. A Security Incident may or may not turn into a Data Breach.
Service Level Agreement (SLA) means a written agreement between both the Purchasing Entity and the Contractor that is subject to the terms and conditions in this Master Agreement and relevant Participating Addendum unless otherwise expressly agreed in writing between the Purchasing Entity and the Contractor. SLAs should include: (1) the technical service level performance promises, (i.e. metrics for performance and intervals for measure), (2) description of service quality, (3) identification of roles and responsibilities, (4) remedies, such as credits, and (5) an explanation of how remedies or credits are calculated and issued.
Solicitation means the documents used by the State of Utah, as the Lead State, to obtain Contractor’s Proposal.
Statement of Work means a written statement in a solicitation document or contract that describes the Purchasing Entity’s service needs and expectations.
NASPO ValuePoint Program Provisions
3. Term of the Master Agreement
a. The initial term of this Master Agreement is for five (5) years. This Master Agreement may be extended beyond the original contract period for two (2) additional years at the Lead State’s discretion and by mutual agreement and upon review of requirements of Participating Entities, current market conditions, and Contractor performance. b. The Master Agreement may be extended for a reasonable period of time, not to exceed six months, if in the judgment of the Lead State a follow-on, competitive procurement will be unavoidably delayed (despite good faith efforts) beyond the planned date of execution of the follow-on master agreement. This subsection shall not be deemed to limit the authority of a Lead State under its state law otherwise to negotiate contract extensions.
4. Amendments
The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written agreement of the Lead State and Contractor.
Attachment A: Page 5 of 28
5. Participants and Scope
a. Contractor may not deliver Products under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.
b. Use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts are subject to the approval of the respective State Chief Procurement Official. Issues of interpretation and eligibility for participation are solely within the authority of the respective State Chief Procurement Official.
c. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. States or other entities permitted to participate may use an informal competitive process to determine which Master Agreements to participate in through execution of a Participating Addendum. Financial obligations of Participating Entities who are states are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating Entities who are states incur no financial obligations on behalf of other Purchasing Entities. Contractor shall email a fully executed PDF copy of each Participating Addendum to [email protected] to support documentation of participation and posting in appropriate data bases.
d. NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint, is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States. e. Participating Addenda shall not be construed to amend the following provisions in this Master Agreement between the Lead State and Contractor that prescribe NASPO ValuePoint Program requirements: Term of the Master Agreement; Amendments; Attachment A: Page 6 of 28
Participants and Scope; Administrative Fee; NASPO ValuePoint Summary and Detailed Usage Reports; NASPO ValuePoint Cooperative Program Marketing and Performance Review; NASPO ValuePoint eMarketCenter; Right to Publish; Price and Rate Guarantee Period; and Individual Customers. Any such language shall be void and of no effect.
f. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the consent to participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum. g. Resale. “Resale” means any payment in exchange for transfer of tangible goods, software, or assignment of the right to services. Subject to any specific conditions included in the solicitation or Contractor’s proposal as accepted by the Lead State, or as explicitly permitted in a Participating Addendum, Purchasing Entities may not resell Products (the definition of which includes services that are deliverables). Absent any such condition or explicit permission, this limitation does not prohibit: payments by employees of a Purchasing Entity for Products; sales of Products to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.
6. Administrative Fees
a. The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than sixty (60) days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on all sales of products and services under the Master Agreement (less any charges for taxes or shipping). The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal.
b. Additionally, some states may require an additional fee be paid directly to the state only on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee in subsection 6a shall be based on the gross amount of all sales (less any charges for taxes or shipping) at the adjusted prices (if any) in Participating Addenda.
Attachment A: Page 7 of 28
7. NASPO ValuePoint Summary and Detailed Usage Reports
In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://calculator.naspovaluepoint.org. Any/all sales made under this Master Agreement shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required.
Reports shall be due no later than thirty (30) days following the end of the calendar quarter (as specified in the reporting tool).
b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) Ship Date; (8) and line item description, including product number if used. The report shall be submitted in any form required by the solicitation.
Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-ROM, flash drive or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in Attachment H. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report.
d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any Participating Addendum roll out or implementation activities and issues.
NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due thirty (30) days after the conclusion of each calendar quarter. e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media Attachment A: Page 8 of 28
containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section.
8. NASPO ValuePoint Cooperative Program Marketing, Training, and Performance Review
a. Contractor agrees to work cooperatively with NASPO ValuePoint personnel.
Contractor agrees to present plans to NASPO ValuePoint for the education of Contractor’s contract administrator(s) and sales/marketing workforce regarding the Master Agreement contract, including the competitive nature of NASPO ValuePoint procurements, the Master agreement and participating addendum process, and the manner in which qualifying entities can participate in the Master Agreement. b. Contractor agrees, as Participating Addendums become executed, if requested by ValuePoint personnel to provide plans to launch the program within the participating state. Plans will include time frames to launch the agreement and confirmation that the Contractor’s website has been updated to properly reflect the contract offer as available in the participating state.
c. Contractor agrees, absent anything to the contrary outlined in a Participating Addendum, to consider customer proposed terms and conditions, as deemed important to the customer, for possible inclusion into the customer agreement. Contractor will ensure that their sales force is aware of this contracting option. d. Contractor agrees to participate in an annual contract performance review at a location selected by the Lead State and NASPO ValuePoint, which may include a discussion of marketing action plans, target strategies, marketing materials, as well as Contractor reporting and timeliness of payment of administration fees. e. Contractor acknowledges that the NASPO ValuePoint logos may not be used by Contractor in sales and marketing until a logo use agreement is executed with NASPO ValuePoint.
f. The Lead State expects to evaluate the utilization of the Master Agreement at the annual performance review. Lead State may, in its discretion, terminate the Master Agreement pursuant to section 28, or not exercise an option to renew, when Contractor utilization does not warrant further administration of the Master Agreement. The Lead State may exercise its right to not renew the Master Agreement if vendor fails to record or report revenue for three consecutive quarters, upon 60-calendar day written notice to the Contractor. Termination based on nonuse or under-utilization will not occur sooner than two years after award (or execution if later) of the Master Agreement. This subsection does not limit the discretionary right of either the Lead State or Contractor to terminate the Master Agreement pursuant to section 28 or to terminate for default pursuant to section 30.
g. Contractor agrees, within 30 days of their effective date, to notify the Lead State and Attachment A: Page 9 of 28
NASPO ValuePoint of any contractual most-favored-customer provisions in third-part contracts or agreements that may affect the promotion of this Master Agreements or whose terms provide for adjustments to future rates or pricing based on rates, pricing in, or Orders from this master agreement. Upon request of the Lead State or NASPO ValuePoint, Contractor shall provide a copy of any such provisions.
9. NASPO ValuePoint eMarket Center
a. In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. (doing business as JAGGAER) whereby JAGGAER will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint’s customers to access a central online website to view and/or shop the goods and services available from existing NASPO ValuePoint Cooperative Contracts. The central online website is referred to as the NASPO ValuePoint eMarket Center. b. The Contractor will have visibility in the eMarket Center through Ordering Instructions. These Ordering Instructions are available at no cost to the Contractor and provide customers information regarding the Contractors website and ordering information. The Contractor is required at a minimum to participate in the eMarket Center through Ordering Instructions.
c. At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of written request to work with NASPO ValuePoint to provide any unique information and ordering instructions that the Contractor would like the customer to have. d. If the solicitation requires either a catalog hosted on or integration of a punchout site with eMarket Center, or either solution is proposed by a Contractor and accepted by the Lead State, the provisions of the eMarket Center Appendix to these NASPO ValuePoint Master Agreement Terms and Conditions apply.
10. Right to Publish
Throughout the duration of this Master Agreement, Contractor must secure from the Lead State prior approval for the release of information that pertains to the potential work or activities covered by the Master Agreement. This limitation does not preclude publication about the award of the Master Agreement or marketing activities consistent with any proposed and accepted marketing plan. The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.
11. Price and Rate Guarantee Period
All pricing must be guaranteed for the first year of the Master Agreement.
Following the guarantee period, any request for price increases must be for an equal Attachment A: Page 10 of 28
guarantee period (1 year), and must be submitted to the Lead State at least thirty (30) calendar days prior to the effective date. The Lead State will review a documented request for an MSRP price list increase only after the Price Guarantee Period.
Requests for price increases must include sufficient documentation supporting the request and demonstrating a reasonableness of the adjustment when comparing the current price list to the proposed price list. Documentation may include: the manufacturers national price increase announcement letter, a complete and detailed description of what products are increasing and by what percentage, a complete and detailed description of what raw materials and/or other costs have increased and provide proof of increase, index data and other information to support and justify the increase. The price increase must not produce a higher profit margin than the original contract, and must be accompanied by sufficient documentation and nationwide notice of price adjustment to the published commercial price list.
No retroactive price increases will be allowed.
Price Reductions. In the event of a price decrease in any category of product at any time during the contract in an OEM’s published commercial price list, including renewal options, the Lead State shall be notified immediately. All published commercial price list price reductions shall be effective upon the notification provided to the Lead State.
12. Individual Customers
Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.
Administration of Orders
13. Ordering
a. Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. b. Purchasing Entities may define entity or project-specific requirements and informally compete the requirement among companies having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to the Purchasing Entity’s rules and policies. The Purchasing Entity may in its sole discretion determine which Master Attachment A: Page 11 of 28
Agreement Contractors should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered. c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.
d. Contractor shall not begin work without a valid Purchase Order or other appropriate commitment document under the law of the Purchasing Entity. e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.
f. All Orders pursuant to this Master Agreement, at a minimum, shall include:
(1) The services or supplies being delivered;
(2) The place and requested time of delivery;
(3) A billing address;
(4) The name, phone number, and address of the Purchasing Entity representative;
(5) The price per hour or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
(6) A ceiling amount of the order for services being ordered; and (7) The Master Agreement identifier.
g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order. h. Orders must be placed pursuant to this Master Agreement prior to the termination date thereof, but may have a delivery date or performance period up to 120 days past the then-current termination date of this Master Agreement. Maintenance agreements may have terms as prescribed in section 27. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.
i. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement, or otherwise inconsistent with its terms. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.
Attachment A: Page 12 of 28
j. Notwithstanding anything contained in this Master Agreement to the contrary, Contractor reserves the right to require that purchases be made through Fulfillment Partners. Where so required by Contractor, Purchasers shall not order Products or Services directly from Contractor and shall order same from Fulfillment Partner.
Purchaser shall purchase products by issuing a written or electronic Purchase Order, signed or (in the case of electronic transmission) sent by its authorized representative, indicating specific products, quantity, unit price, total purchase price, shipping instructions, requested delivery dates, bill-to and ship-to addresses, tax exempt certifications, if applicable, and any other special instructions.
Contractor nonetheless remains contractually liable for all purchases under its Master Agreement, regardless if the purchase is made directly with Contractor or through a Fulfillment Partner.
14. Shipping and Delivery
a. The prices are the delivered price to any Purchasing Entity. All deliveries shall be F.O.B. destination, freight pre-paid, with all transportation and handling charges paid by the Contractor. Responsibility and liability for loss or damage shall remain the Contractor’s until final inspection and acceptance when responsibility shall pass to the Purchasing Entity except as to latent defects, fraud and Contractor’s warranty obligations. The minimum shipment amount, if any, will be found in the special terms and conditions. Any order for less than the specified amount is to be shipped with the freight prepaid and added as a separate item on the invoice. Any portion of an Order to be shipped without transportation charges that is back ordered shall be shipped without charge.
b. All deliveries will be “Inside Deliveries” as designated by a representative of the Purchasing Entity placing the Order. Inside Delivery refers to a delivery to other than a loading dock, front lobby, or reception area. Specific delivery instructions will be noted on the order form or Purchase Order. Any damage to the building interior, scratched walls, damage to the freight elevator, etc., will be the responsibility of the Contractor. If damage does occur, it is the responsibility of the Contractor to immediately notify the Purchasing Entity placing the Order.
c. All products must be delivered in the manufacturer’s standard package. Costs shall include all packing and/or crating charges. Cases shall be of durable construction, good condition, properly labeled and suitable in every respect for storage and handling of contents. Each shipping carton shall be marked with the commodity, brand, quantity, item code number and the Purchasing Entity’s Purchase Order number.
15. Laws and Regulations
Any and all Products offered and furnished shall comply fully with all applicable Federal and State laws and regulations.
Attachment A: Page 13 of 28
16. Inspection and Acceptance
a. Where the Master Agreement or an Order does not otherwise specify a process for inspection and Acceptance, this section governs. This section is not intended to limit rights and remedies under the applicable commercial code. b. All Products are subject to inspection at reasonable times and places before Acceptance. Contractor shall provide right of access to the Lead State, or to any other authorized agent or official of the Lead State or other Participating or Purchasing Entity, at reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance requirements under this Master Agreement. Products that do not meet specifications may be rejected. Failure to reject upon receipt, however, does not relieve the contractor of liability for material (nonconformity that substantial impairs value) latent or hidden defects subsequently revealed when goods are put to use.
Acceptance of such goods may be revoked in accordance with the provisions of the applicable commercial code, and the Contractor is liable for any resulting expense incurred by the Purchasing Entity related to the preparation and shipping of Product rejected and returned, or for which Acceptance is revoked. c. If any services do not conform to contract requirements, the Purchasing Entity may require the Contractor to perform the services again in conformity with contract requirements, at no increase in Order amount. When defects cannot be corrected by re-performance, the Purchasing Entity may require the Contractor to take necessary action to ensure that future performance conforms to contract requirements; and reduce the contract price to reflect the reduced value of services performed. d. The warranty period shall begin upon Acceptance.
17. Payment
Payment after Acceptance is normally made within 30 days following the date the entire order is delivered or the date a correct invoice is received, whichever is later. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance, unless a different late payment amount is specified in a Participating Addendum, Order, or otherwise prescribed by applicable law. Payments will be remitted by mail. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.
18. Warranty
Warranty provisions govern where specified elsewhere in the documents that constitute the Master Agreement; otherwise this section governs. The Contractor warrants for a period of one year from the date of Acceptance that: (a) the Product performs according to all specific claims that the Contractor made in its response to the solicitation, (b) the Product is suitable for the ordinary purposes for which such Product is used as described in Contractor’s response to the solicitation, (c) the Product is suitable for any special purposes identified in the solicitation , (d) the Product is designed and manufactured in a commercially reasonable manner, and (e) the Product is free of material defects. Upon breach of the warranty, the Contractor will repair or replace (at Attachment A: Page 14 of 28
no charge to the Purchasing Entity) the Product whose nonconformance is discovered and made known to the Contractor. If the repaired and/or replaced Product proves to be inadequate, or fails of its essential purpose, the Contractor will refund the full amount of any payments that have been made. The rights and remedies of the parties under this warranty are in addition to any other rights and remedies of the parties provided by law or equity, including, without limitation, actual damages, and, as applicable and awarded under the law, to a prevailing party, reasonable attorneys’ fees and costs.
19. Title of Product
Upon Acceptance by the Purchasing Entity, Contractor shall convey to Purchasing Entity title to the Product, except for any portion of the Product which is provided subject to a nonexclusive subscription license or is Embedded Software, free and clear of all liens, encumbrances, or other security interests. Subject to the foregoing exclusion, transfer of title to the Product shall include an irrevocable and perpetual license to use any Embedded Software in the Product. If Purchasing Entity subsequently transfers title of the Product to another entity, Purchasing Entity shall have the right to transfer the license to use the Embedded Software with the transfer of Product title. A subsequent transfer of this software license to the Embedded Software shall be at no additional cost or charge to either Purchasing Entity or Purchasing Entity’s transferee. Any Services or any portion of the Product which is provided subject to a nonexclusive subscription license provided under this Agreement shall not transfer to another entity.
20. License of Pre-Existing Intellectual Property
Except with respect to any portion of the Product which is provided subject to a nonexclusive subscription license, Contractor grants to the Purchasing Entity a nonexclusive, perpetual, royalty-free, irrevocable, license to use for Purchasing Entity’s own use, transfer with any sale of tangible media or Product, perform, display, and dispose of the Intellectual Property, and its derivatives, used or delivered under this Master Agreement, but not created under it (“Pre-existing Intellectual Property”). The Contractor shall be responsible for ensuring that this license is consistent with any third party rights in the Pre-existing Intellectual Property.
20.1 Subscription License
For that portion of the Product which is provided subject to a nonexclusive subscription license, Contractor shall grant to the Purchasing Entity such subscription license as agreed upon by the Contractor and Purchasing Entity as set forth in Attachment D.
21. No Guarantee of Service Volumes: The Contractor acknowledges and agrees that the Lead State and NASPO ValuePoint makes no representation, warranty or condition as to the nature, timing, quality, quantity or volume of business for the Services or any other products and services that the Contractor may realize from this Master Agreement, or the compensation that may be earned by the Contractor by offering the Services. The Contractor acknowledges and agrees that it has conducted its own due diligence prior to entering into this Master Agreement as to all the foregoing matters.
Attachment A: Page 15 of 28
22. Purchasing Entity Data: Purchasing Entity retains full right and title to Data and all Processed Data. Contractor shall not collect, access, or use user-specific Purchasing Entity Data and/or Processed Data specifically identifying a Purchasing Entity or individual users except as strictly necessary to provide Service to the Purchasing Entity.
No information regarding Purchasing Entity’s use of the Service may be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction unless in an aggregated and anonymized format that does not identify the Purchasing Entity or individual users.
The obligation shall extend beyond the term of this Master Agreement in perpetuity.
Except in an aggregated and anonymized format that does not identify the Purchasing Entity or individual users, Contractor shall not use any information collected in connection with this Master Agreement, including Purchasing Entity Data, for any purpose other than fulfilling its obligations under this Master Agreement.
23. System Failure or Damage: In the event of system failure or damage caused by Contractor or its Services, the Contractor agrees to use its best efforts to restore or assist in restoring the system to operational capacity.
24. Title to Product: If access to the Product requires an application program interface (API), other than any portion of the Product which is provided subject to a nonexclusive subscription license, Contractor shall convey to Purchasing Entity an irrevocable and perpetual license to use the API.
25. Data Privacy: The Contractor must comply with all applicable laws related to data privacy and security, including IRS Pub 1075. Prior to entering into a SLA with a Purchasing Entity, the Contractor and Purchasing Entity must cooperate and hold a meeting to determine the Data Categorization to determine what data the Contractor will hold, store, or process. The Contractor must document the Data Categorization in the SLA or Statement of Work.
26. Transition Assistance:
a. The Contractor shall reasonably cooperate with other parties in connection with all Services to be delivered under this Master Agreement, including without limitation any successor service provider to whom a Purchasing Entity’s Data is transferred in connection with the termination or expiration of this Master Agreement. The Contractor shall assist a Purchasing Entity in exporting and extracting a Purchasing Entity’s Data, in a format usable without the use of the Services and as agreed by a Purchasing Entity, at no additional cost to the Purchasing Entity. Any transition services requested by a Purchasing Entity involving additional knowledge transfer and support may be subject to a separate transition Statement of Work.
b. A Purchasing Entity and the Contractor shall, when reasonable, create a Transition Plan Document identifying the transition services to be provided and including a Statement of Work if applicable.
Attachment A: Page 16 of 28
c. The Contractor must maintain the confidentiality and security of a Purchasing Entity’s Data during the transition services and thereafter as required by the Purchasing Entity.
27. Performance and Payment Time Frames that Exceed Contract Duration: All maintenance or other agreements for services entered into during the duration of an SLA and whose performance and payment time frames extend beyond the duration of this Master Agreement shall remain in effect for performance and payment purposes (limited to the time frame and services established per each written agreement). No new leases, maintenance or other agreements for services may be executed after the Master Agreement has expired. For the purposes of this section, renewals of maintenance, subscriptions, and other service agreements, shall not be considered as “new.”
General Provisions
28. Insurance
a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of A.M. Best’s Insurance Reports. Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.
b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below:
(1) Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$3 million general aggregate; (2) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.
c. Contractor shall pay premiums on all insurance policies. Contractor shall provide notice to a Participating Entity who is a state within five (5) business days after Contractor is first aware of expiration, cancellation or nonrenewal of such policy or is first aware that cancellation is threatened or expiration, nonrenewal or expiration otherwise may occur.
d. Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor’s general liability insurance policy or other Attachment A: Page 17 of 28
documentary evidence acceptable to the Lead State that (1) names the Participating States identified in the Request for Proposal as additional insureds, (2) provides that written notice of cancellation shall be delivered in accordance with the policy provisions, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, other state Participating Entities’ rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection except the endorsement is provided to the applicable state. e. Contractor shall furnish to the Lead State copies of certificates of all required insurance in a form sufficient to show required coverage within thirty (30) calendar days of the execution of this Master Agreement and prior to performing any work. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date to the applicable state Participating Entity. Failure to provide evidence of coverage may, at the sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum.
f. Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.
29. Records Administration and Audit
a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and Orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, or such longer period as is required by the Purchasing Entity’s state statutes, to assure compliance with the terms hereof or to evaluate performance hereunder. b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or Orders or underpayment of Administrative Fees found as a result of the examination of the Contractor’s records.
c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations.
Attachment A: Page 18 of 28
30. Confidentiality, Non-Disclosure, and Injunctive Relief a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity or Purchasing Entity’s clients. Any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity (“Confidential Information”).
Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. c. Injunctive Relief. Contractor acknowledges that breach of this section, including Attachment A: Page 19 of 28
disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.
Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.
d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity. e. The rights granted Purchasing Entities and Contractor obligations under this section shall also extend to Confidential Information, defined to include Participating Addenda, as well as Orders or transaction data relating to Orders under this Master Agreement that identify the entity/customer, Order dates, line item descriptions and volumes, and prices/rates. This provision does not apply to disclosure to the Lead State, a Participating State, or any governmental entity exercising an audit, inspection, or examination pursuant to section 29. To the extent permitted by law, Contractor shall notify the Lead State of the identify of any entity seeking access to the Confidential Information described in this subsection.
31. Public Information
This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity’s public information laws.
32. Assignment/Subcontracts
a. Contractor shall not assign, sell, transfer, subcontract or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State, except that Contractor shall be authorized to utilize subcontractors to perform Web hosting of that portion of the Product which is provided subject to a nonexclusive subscription license upon written notice to the Lead State administrator.
b. The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint and other third parties.
33. Changes in Contractor Representation
The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel managing the Master Agreement in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.
Attachment A: Page 20 of 28
34. Independent Contractor
The Contractor shall be an independent contractor. Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.
35. Termination
Unless otherwise stated, this Master Agreement may be terminated by either Lead State or Contractor upon 60 days written notice prior to the effective date of the termination. Further, any Participating Entity may terminate its participation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum.
Termination may be in whole or in part. Any termination under this provision shall not affect the rights and obligations attending orders outstanding at the time of termination, including any right of a Purchasing Entity to indemnification by the Contractor, rights of payment for Products delivered and accepted, rights attending any warranty or default in performance in association with any Order, and requirements for records administration and audit. Termination of the Master Agreement due to Contractor default may be immediate.
36. Force Majeure
Neither party to this Master Agreement shall be held responsible for delay or default caused by fire, riot, unusually severe weather, other acts of God, or war which are beyond that party’s reasonable control. The Lead State may terminate this Master Agreement after determining such delay or default will reasonably prevent successful performance of the Master Agreement.
37. Defaults and Remedies
a. The occurrence of any of the following events by Contractor shall be an event of default under this Master Agreement:
(1) Nonperformance of contractual requirements; or
(2) A material breach of any term or condition of this Master Agreement; or (3) Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; or
(4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or (5) Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, the Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 15 Attachment A: Page 21 of 28
calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages, including liquidated damages to the extent provided for under this Master Agreement.
c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and the Lead State shall have the right to exercise any or all of the following remedies:
(1) Exercise any remedy provided by law; and
(2) Terminate this Master Agreement and any related Contracts or portions thereof; and
(3) Impose liquidated damages as provided in this Master Agreement; and (4) Suspend Contractor from being able to respond to future bid solicitations; and (5) Suspend Contractor’s performance; and
(6) Withhold payment until the default is remedied.
d. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and shall have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Unless otherwise specified in a Purchase Order, a Purchasing Entity shall provide written notice of default as described in this section and have all of the rights and remedies under this paragraph and any applicable Participating Addendum with respect to an Order placed by the Purchasing Entity.
Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.
38. Waiver of Breach
Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.
Attachment A: Page 22 of 28
39. Debarment
The Contractor certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency.
This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.
40. Indemnification
a. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, and Purchasing Entities, along with their officers and employees, from and against third-party claims, damages or causes of action including reasonable attorneys’ fees and related costs for any death, injury, or damage to tangible property arising from act(s), error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the performance under the Master Agreement.
b. Indemnification – Intellectual Property. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO Cooperative Purchasing Organization LLC (doing business as NASPO ValuePoint), the Lead State, Participating Entities, Purchasing Entities, along with their officers and employees ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim") of another person or entity. (1) The Contractor’s obligations under this section shall not extend to any combination of the Product with any other product, system or method, unless the Product, system or method is:
(a) provided by the Contractor or the Contractor’s subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
(d) It would be reasonably expected to use the Product in combination with such product, system or method.
(2) The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending Attachment A: Page 23 of 28
the Intellectual Property Claim resulting in increased expenses or loss to the Contractor.
If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be responsible. The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement.
41. No Waiver of Sovereign Immunity
In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of the Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.
This section applies to a claim brought against the Participating Entities who are states only to the extent Congress has appropriately abrogated the state’s sovereign immunity and is not consent by the state to be sued in federal court. This section is also not a waiver by the state of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.
42. Governing Law and Venue
a. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State. The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State.
b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.
c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely Attachment A: Page 24 of 28
and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to the procurement, evaluation, award, or contract performance or administration if the Lead State is a party; a Participating State if a named party; the state where the Participating Entity or Purchasing Entity is located if either is a named party.
43. Assignment of Antitrust Rights
Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1- 15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided in that state for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at the Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.
44. Contract Provisions for Orders Utilizing Federal Funds Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this Master Agreement.
45. Leasing or Alternative Financing Methods
The procurement and other applicable laws of some Purchasing Entities may permit the use of leasing or alternative financing methods for the acquisition of Products under this Master Agreement. Where the terms and conditions are not otherwise prescribed in an applicable Participating Addendum, the terms and conditions for leasing or alternative financing methods are subject to negotiation between the Contractor and Purchasing Entity.
Attachment A: Page 25 of 28
46. Limitation of Liability. Except for those obligations under the Indemnification section above, notwithstanding anything else herein, all liability of Contractor and its suppliers to any Participating Entity for claims arising under this Agreement, the applicable Participating Addendum, or otherwise shall be limited to Five Million Dollars ($5,000,000). This limitation of liability is cumulative and not per incident.
47. Waiver of Consequential and Other Damages. In no event shall Contractor or its suppliers be liable for any incidental, special, indirect, or consequential damages, or lost or damaged data (except for a loss of Purchaser data caused by Contractor's negligence), arising in tort (including negligence), or otherwise, even if Contractor or its suppliers have been informed of the possibility thereof.
48. Entire Agreement: This Master Agreement, along with any attachment, contains the entire understanding of the parties hereto with respect to the Master Agreement unless a term is modified in a Participating Addendum with a Participating Entity. No click-through, or other end user terms and conditions or agreements required by the Contractor (“Additional Terms”) provided with any Services hereunder shall be binding on Participating Entities or Purchasing Entities, even if use of such Services requires an affirmative “acceptance” of those Additional Terms before access is permitted.
Attachment A: Page 26 of 28
eMarket Center Appendix
a. This Appendix applies whenever a catalog hosted by or integration of a punchout site with eMarket Center is required by the solicitation or either solution is proposed by a Contractor and accepted by the Lead State.
b. Supplier’s Interface with the eMarket Center. There is no cost charged by JAGGAER to the Contractor for loading a hosted catalog or integrating a punchout site. c. At a minimum, the Contractor agrees to the following:
(1) Implementation Timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin enablement process. The Contractor shall have fifteen (15) days from receipt of written request to work with NASPO ValuePoint and JAGGAER to set up an enablement schedule, at which time JAGGAER’s technical documentation shall be provided to the Contractor. The schedule will include future calls and milestone dates related to test and go live dates. The contractor shall have a total of Ninety (90) days to deliver either a (1) hosted catalog or (2) punch-out catalog, from date of receipt of written request. (2) NASPO ValuePoint and JAGGAER will work with the Contractor, to decide which of the catalog structures (either hosted or punch-out as further described below) shall be provided by the Contractor. Whether hosted or punch-out, the catalog must be strictly limited to the Contractor’s awarded contract offering (e.g. products and/or services not authorized through the resulting cooperative contract should not be viewable by NASPO ValuePoint Participating Entity users). (a) Hosted Catalog. By providing a hosted catalog, the Contractor is providing a list of its awarded products/services and pricing in an electronic data file in a format acceptable to JAGGAER, such as Tab Delimited Text files. In this scenario, the Contractor must submit updated electronic data no more than once per 30 days to the eMarket Center for the Lead State’s approval to maintain the most up-to-date version of its product/service offering under the cooperative contract in the eMarket Center.
(b) Punch-Out Catalog. By providing a punch-out catalog, the Contractor is providing its own online catalog, which must be capable of being integrated with the eMarket Center as a. Standard punch-in via Commerce eXtensible Markup Language (cXML). In this scenario, the Contractor shall validate that its online catalog is up-to-date by providing a written update no more than once per 30 days to the Lead State stating they have audited the offered products/services and pricing listed on its online catalog. The site must also return detailed UNSPSC codes (as outlined in line 3) for each line item. Contractor also agrees to provide e-Quote functionality to facilitate volume discounts. d. Revising Pricing and Product Offerings: Any revisions to product/service offerings (new products, altered SKUs, new pricing etc.) must be pre-approved by the Lead State Attachment A: Page 27 of 28
and shall be subject to any other applicable restrictions with respect to the frequency or amount of such revisions. However, no cooperative contract enabled in the eMarket Center may include price changes on a more frequent basis than once per year (see required Price Guarantee Period section 11). The following conditions apply with respect to hosted catalogs:
(1) Updated pricing files are required each calendar month of the month and shall go into effect in the eMarket Center on as approved by the Lead State contract administrator.
(2) Lead State-approved price changes are not effective until implemented within the eMarket Center. Errors in the Contractor’s submitted pricing files will delay the implementation of the price changes in eMarket Center. e. Supplier Network Requirements: Contractor shall join the JAGGAER Supplier Network (SQSN) and shall use JAGGAER’s Supplier Portal to import the Contractor’s catalog and pricing, into the JAGGAER system, and view reports on catalog spend and product/pricing freshness. The Contractor can receive orders through electronic delivery (cXML) or through low-tech options such as fax. More information about the SQSN can be found at: www.sciquest.com or call the JAGGAER Supplier Network Services team at 800-233-1121.
f. Minimum Requirements: Whether the Contractor is providing a hosted catalog or a punch-out catalog, the Contractor agrees to meet the following requirements:
(1) Catalog must contain the most current pricing, including all applicable administrative fees and/or discounts, as well as the most up-to-date product/service offering the Contractor is authorized to provide in accordance with the cooperative contract; and
(2) The accuracy of the catalog must be maintained by Contractor throughout the duration of the cooperative contract; and
(3) The Catalog must include a Lead State contract identification number; and (4) The Catalog must include detailed product line item descriptions; and (5) The Catalog must include pictures when possible; and (6) The Catalog must include any additional NASPO ValuePoint and Participating Addendum requirements. Although suppliers in the SQSN normally submit one (1) catalog, it is possible to have multiple contracts applicable to different NASPO ValuePoint Participating Entities. For example, a supplier may have different pricing for state government agencies and Board of Regents institutions. Suppliers have the ability and responsibility to submit separate contract pricing for the same catalog if applicable.
The system will deliver the appropriate contract pricing to the user viewing the catalog.
Attachment A: Page 28 of 28
g. Order Acceptance Requirements: Contractor must be able to accept Purchase Orders via fax or cXML. The Contractor shall provide positive confirmation via phone or email within 24 hours of the Contractor’s receipt of the Purchase Order. If the Purchasing Order is received after 3pm EST on the day before a weekend or holiday, the Contractor must provide positive confirmation via phone or email on the next business day.
h. UNSPSC Requirements: Contractor shall support use of the United Nations Standard Product and Services Code (UNSPSC). UNSPSC versions that must be adhered to are driven by JAGGAER for the suppliers and are upgraded every year. NASPO ValuePoint reserves the right to migrate to future versions of the UNSPSC and the Contractor shall be required to support the migration effort. All line items, goods or services provided under the resulting statewide contract must be associated to a UNSPSC code. All line items must be identified at the most detailed UNSPSC level indicated by segment, family, class and commodity.
i. Applicability: Contractor agrees that NASPO ValuePoint controls which contracts appear in the eMarket Center and that NASPO ValuePoint may elect at any time to remove any supplier’s offering from the eMarket Center. j. The Lead State reserves the right to approve the pricing on the eMarket Center. This catalog review right is solely for the benefit of the Lead State and Participating Entities, and the review and approval shall not waive the requirement that products and services be offered at prices (and approved fees) required by the Master Agreement. k. Several NASPO ValuePoint Participating Entities currently maintain separate JAGGAER eMarketplaces, these Participating Entities do enable certain NASPO ValuePoint Cooperative Contracts. In the event one of these entities elects to use this NASPO ValuePoint Cooperative Contract (available through the eMarket Center) but publish to their own eMarketplace, the Contractor agrees to work in good faith with the entity and NASPO ValuePoint to implement the catalog.
NASPO ValuePoint does not anticipate that this will require substantial additional efforts by the Contractor; however, the supplier agrees to take commercially reasonable efforts to enable such separate JAGGAER catalogs. (December 2017)
Attachment B
Attachment B – Scope Awarded to Contractor
I. Data Communications Award Categories
The scope for this contract is as provided below. Contractor may offer products (i.e. white box, artificial intelligence, etc.) and services within the Categories it received an award in. Each category also allows for Internet of Things (IoT) products. These products must be an IoT product that can be deployed within, upon, or integrated into a government agency’s physical asset to address government line of business needs. Proposals are expected to include IoT products designed to support common government lines of business in specific subcategories i.e. routers, switches, end points, etc. IoT products can only be provided in categories that the vendor is awarded in and can include endpoints that support items in that category.
Category 1.2: NETWORKING
1.2.1 Network Application Services.
Application networking solutions and technologies that enable the successful and secure delivery of applications to local, remote, and branch-office users using technology to accelerate, secure, and increase availability of both application traffic and computing resources.
1.2.1.1 Virtualized Load Balancers vices that act like a reverse proxy to distribute network and/or application traffic across multiple servers to improve the concurrent user capacity and overall reliability of applications. Capabilities should include:
SSL (Secure Sockets Layer) Off-loading
Caching capabilities
Layer 4 Load Balancing
Layer 7 Load Balancing
Detailed Reporting
Supports multiple load balancers in the same system for multiple groups Supports TLS1.2
1.2.1.2 WAN Optimization ollection of techniques for increasing data-transfer efficiencies across wide-area networks (WAN). Capabilities should include:
CIFS (Common Internet File System) acceleration
Data Compression
SSL encryption/decryption for acceleration (Optional)
Layer 4-7 visibility
Application
messages).
1.2.2 Networking Software.
Software that runs on a server, or within the Cloud, and enables the server to manage data, users, groups, security, applications, and other networking functions. The network operating system is designed to allow
Attachment B
transfer of data among multiple computers in a network, typically a local area network (LAN), a private network or to other networks. Networking software capabilities should include:
Restartable Process
High availability options
Targeted operating systems, i.e. DC, campus, core, wan, etc.
Operating System Efficiencies
securely store log
messages).
1.2.2.1 Network Management and Automation network
automation, cloud computing, and IT systems management.
1.2.2.2 Data Center Management and Automation that capture and automate manual tasks across servers, network, applications,
1.2.2.3 Cloud Portal and Automation oducts and solutions for cloud management with policy-based controls for provisioning virtual and physical resources.
1.2.2.4 Branch Office Management and Automation
management of branch offices. Capabilities include remote troubleshooting, device management, and WAN performance monitoring.
1.2.3 Network Optimization and Acceleration.
Devices and tools for increasing data-transfer efficiencies across wide-area networks.
1.2.3.1 Data Analytics Appliance for improving network management by more effectively factoring in issues related to congestion, such -time
insights into network traffic to determine the value of different portions of that traffic.
1.2.3.2 Dynamic Load Balancing (Network Traffic Management) orms a series of checks and calculations to determine which server can best service each client request in order to select the server that can successfully fulfill the client request and do so in the shortest amount of time without overloading either the server or the server farm as a whole.
1.2.3.3 WAN Acceleration andwidth to improve the end user's experience on a wide area network (WAN). Capabilities should include:
CIFS acceleration
Data Compression
SSL encryption/decryption for acceleration (Optional)
Layer 4-7 visibility
1.2.3.4 High Availability and Redundancy isruption to network uptime should an appliance face unforeseen performance issues. Transparently redistributes workloads to surviving cluster appliances without impacting communication throughout the cluster.
1.2.4 Optical Networking.
Attachment B
High capacity networks based on optical technology and components that provide routing, grooming, and restoration at the wavelength level as well as wavelength based services.
1.2.4.1 Core DWDM (Dense Wavelength Division Multiplexing) Switches Switches used in systems designed for long haul and ultra long-haul optical networking applications.
1.2.4.2 Edge Optical Switches s into the enterprise or service provider core networks.
1.2.4.3 Optical Network Management network and allows
operators to execute end-to-end circuit creation.
1.2.4.4 IP over DWDM (IPoDWDM) ed to integrate IP Routers and Switches in the OTN (Optical Transport Network).
Category 1.3: ROUTERS, SWITCHES, SECURITY, AND NETWORKING STORAGE
1.3.1 Routers.
A device that forwards data packets along networks. A router is connected to at least two networks, commonly two LANs or WANs or a LAN and its ISP's network. Routers are located at gateways, the places where two or more networks connect, and are the critical device that keeps data flowing between networks and keep the networks connected to the Internet.
1.3.1.1 Branch Routers y used in branch offices or locations with limited numbers of users and supports flexible
acceleration, etc.
1.3.1.2 Network Edge Routers ding at the edge or boundary of a network. This router ensures the connectivity of its network with external networks, a wide area network or the Internet. An edge router uses an External Border Gateway Protocol, which is used extensively over the Internet to provide connectivity with remote networks.
1.3.1.3 Core Routers - High performance, high speed, low latency routers that enable Enterprises to deliver a suite of data, voice, and video services to enable next-generati Software as a Service (SaaS).
1.3.1.4 Service Aggregation Routers ation and routing for Ethernet and IP/MPLS networks to enable service providers and enterprise edge networks simultaneously host resource-intensive integrated data, voice and video business and consumer services.
1.3.1.5 Carrier Ethernet Routers routers that enable service providers to deliver a suite of data, voice, and video services to enable nextD a Service (SaaS).
1.3.2 Security.
1.3.2.1 Data Center and Virtualization Security Products and Appliances Products designed to protect high-value data and data center resources with threat defense and policy control.
Attachment B
1.3.2.2 Intrusion Detection/Protection and Firewall Appliances comprehensive inline network firewall security from worms, Trojans, spyware, key loggers, and other malware. This includes Next-Generation Firewalls (NGFW), which offer a wire-speed integrated network platform that performs deep inspection of traffic and blocking of attacks. Intrusion Detection/Protection and Firewall Appliances should provide:
Non-disruptive in-line bump-in-the-wire configuration
Standard first-generation firewall capabilities, e.g., network-address translation (NAT), stateful Application awareness, full stack visibility and granular control Capability to incorporate information from outside the firewall, e.g., directory-based policy, blacklists, white lists, etc.
Upgrade path to include future information feeds and security threats SSL decryption to enable identifying undesirable encrypted applications (Optional)
1.3.2.3 Logging Appliances and Analysis Tools
securely store log messages.
1.3.2.4 Secure Edge and Branch Integrated Security Products intrusion prevention for branches and the network edge. Products typically consist of appliances or routers.
1.3.2.5 Secure Mobility Products calable access to corporate applications across multiple mobile devices.
1.3.2.6 Encryption Appliances device that applies crypto services at the network transfer layer - above the data link level, but below the application level.
1.3.2.7 On-premise and Cloud-based services for Network Communications Integrity Solutions that provide threat protection, data loss prevention, message level encryption, acceptable use and application control capabilities to secure web and email communications. This could include cloud access security brokers (CASBs) and DNS security.
1.3.2.8 Secure Access cess to the network for any device, including personally owned mobile devices (laptops, tablets, and smart phones). Capabilities should include:
Management visibility for device access
Self-service on-boarding
Differentiated access and services
Device Management
1.3.3 Storage Networking.
High-speed network of shared storage devices connecting different types of storage devices with data servers.
1.3.3.1 Director Class SAN (Storage Area Network) Switches and Modules scalable, highperformance, and protocol-independent designed primarily to fulfill the role of core switch in a core-edge Fibre Channel (FC), FCOE or similar SAN topology. A Fibre Channel director is, by current convention, a
Attachment B
switch with at least 128 ports. It does not differ from a switch in core FC protocol functionality. Fibre Channel directors provide the most reliable, scalable, high-performance foundation for private cloud nts.
1.3.3.2 Fabric and Blade Server Switches Channel switch is a network switch compatible with the Fibre Channel (FC) protocol. It allows the creation of a Fibre Channel fabric, which is currently the core component of most SANs. The fabric is a network of Fibre Channel devices, which allows many-to-many communication, device name lookup, security, and redundancy. FC switches mechanism that disables unwanted traffic between certain fabric nodes.
1.3.3.3 Enterprise and Data Center SAN and VSAN (Virtual Storage Area Network) Management Management tools to provisions, monitors, troubleshoot, and
1.3.3.4 SAN Optimization secure SAN performance (ie. Encryption of dataat-rest, data migration, capacity op etc.
1.3.4: Switches.
Layer 2/3 devices that are used to connect segments of a LAN (local area network) or multiple LANs and to filter and forward packets among them.
1.3.4.1 Campus LAN – Access Switches connectivity for devices to the network and controls user and workgroup access to internetwork resources. The following are some of the features a campus LAN access switch should support:
1. Security
a.
b. 802.1X (Port Based Network Access Control)
c. Port Security
d. DHCP (Dynamic Host Configuration Protocol) Snooping
2. 3. Fast Ethernet/Gigabit Ethernet
4. PoE (Power over Ethernet)
5. link aggregation
6. 10 Gb support
7. Port mirroring
8. Span Taps
9. Support of IPv6 and IPv4
10. Standards-based rapid spanning tree
11. Netflow Support (Optional).
1.3.4.2 Campus LAN – Core Switches tches are generally used for the campus backbone and are responsible for transporting large amounts of traffic both reliably and quickly. Core switches should provide:
High bandwidth
Low latency
Hot swappable power supplies and fans
Attachment B
Security
o SSHv2
o MacSec encryption
o Role-Based Access Control Lists (ACL)
Support of IPv6 and IPv4
1/10/40/100 Gbps support
IGP (Interior Gateway Protocol) routing
EGP (Exterior Gateway Protocol) routing
Netflow Support.
1.3.4.3 Campus Distribution Switches a from all the access layer switches and forward it to the core layer switches. Traffic that is generated at Layer 2 on a switched network needs to be managed
the inter- ommunicate with another on the network.
Distribution layer switches provides advanced security policies that can be applied to network traffic using Access Control Lists (ACLs).
High bandwidth
Low latency
Hot swappable power supplies and fans
Security (SSHv2 and/or 802.1X)
Support of IPv6 and IPv4
Jumbo Frames Support
Dynamic Trunking Protocol (DTP)
PerSwitch-port auto recovery
NetFlow Support or equivalent
1.3.4.4 Data Center Switches er 2/3 switches, switch all packets in the data center by switching or routing good ones to their final destinations, and discard unwanted traffic using Access Control Lists (ACLs) a minimum of 10 Gigabit speeds. High availability and modularity differentiates a typical Layer 2/3 switch from a data center switch. Capabilities should include:
High bandwidth
Low latency
Hot swappable power supplies and fans
Ultra-low latency through wire-speed ports with nanosecond port-to-port latency and hardwarebased Inter-Switch Link (ISL) trunking Load Balancing across Trunk group able to use packet based load balancing scheme Bridging of Fibre Channel SANs and Ethernet fabrics
Jumbo Frame Support
Plug and Play Fabric formation that allows a new switch that joins the fabric to automatically become a member
Attachment B
Ability to remotely disable and enable individual ports Support NetFlow or equivalent
1.3.4.5 An application in SDN that manages flow control to enable intelligent networking.
1.3.4.6 Software Defined Networks (SDN) - Virtual
support software manipulation of hardware for specific use cases.
1.3.4.7 Software Defined Networks (SDN) Controllers - is an application in software-defined networking (SDN) that manages flow control to enable intelligent networking. SDN controllers are based on protocols, such as OpenFlow, that allow servers to tell switches where to send packets. The SDN controller lies between network devices at one end and applications at the other end. Any communications between applications and devices have to go through the controller. The controller uses multiple routing protocols including OpenFlow to configure network devices and choose the optimal network path for application traffic.
1.3.4.8 Carrier Aggregation Switches n switches route traffic in addition to bridging (transmitted) Layer 2/Ethernet traffic. Carrier aggregation switches’ major characteristics are:
Designed for Metro Ethernet networks
Designed for video and other high bandwidth applications Supports a variety of interface types, especially those commonly used by Service Providers Capabilities should include:
Redundant Processors
Redundant Power
IPv4 and IPv6 unicast and multicast
High bandwidth
Low latency
Hot swappable power supplies and fans
MPLS (Multiprotocol Label Switching)
BGP (Border Gateway Protocol)
Policy based routing
Layer 2 functionality
o
o Rapid Spanning Tree
o
o Layer 2 Class of Service (IEEE 802.1p)
o Link Aggregation Control Protocol (LACP)
o QinQ (IEEE 802.1ad)
1.3.4.9 Carrier Ethernet Access Switches Ethernet access switch can connect directly to the a network interface on the service side to provide layer 2 services.
Attachment B
Hot-swappable and field-replaceable integrated power supply and fan tray AC or DC power supply with minimum
Ethernet and console port for manageability
SD flash card slot for additional external storage
Stratum 3 network clock
Line-rate performance with a minimum of 62-million packets per second (MPPS) forwarding rate Support for dying gasp on loss of power
Device Object Model (DOM)
Timing services for a converged access network to support mobile solutions, including Radio Access Network (RAN) applications
Support for Synchronous Ethernet (SyncE) services
Supports Hierarchical Quality of Service (H-QoS) to provide granular traffic-shaping policies Supports Resilient Ethernet Protocol REP/G.8032 for rapid layer-two convergence Category 1.4: WIRELESS.
Provides connectivity to wireless devices within a limited geographic area. System capabilities should include:
Redundancy and automatic failover
IPv6 compatibility
NTP Support
1.4.1 Access Points device that allows wireless devices to connect to a wired network using Wi-Fi, or related standards. Capabilities should include:
802.11a/b/g/n
802.11n
802.11ac
Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud Architecture)
UL2043 plenum rated for safe mounting in a variety of indoor environments Support AES-CCMP (128-bit)
Provides real-time wireless intrusion monitoring and detection
1.4.2 Outdoor Wireless Access Points
other type of mount. During operations they can tolerate a wide temperature range, high humidity and exposure to water, dust, and oil. Capabilities should include:
Flexible Deployment Options
Provides real-time wireless intrusion monitoring and detection Capable of controller discovery method via DHCP (onsite controller or offsite through Cloud Architecture)
Attachment B
1.4.3 Wireless LAN Controllers ight-weight access
points in large quantities by the network administrator or network operations center. The WLAN controller automatically handles the configuration of wireless access-points. Capabilities should include:
Ability to monitor and mitigate RF interference/self-heal Support seamless roaming from AP to AP without requiring re-authentication Support configurable access control lists to filter traffic and denying wireless peer to peer traffic System encrypts all management layer traffic and passes it through a secure tunnel Policy management of users and devices provides ability to dedenying the credentials of the user, nor disrupting other AP traffic Support configurable access control lists to filter traffic and denying wireless peer to peer traffic
1.4.4 Wireless LAN Network Services and Management administrators to quickly plan, configure and deploy a wireless network, as well as provide additional WLAN services. Some examples include wireless security, asset tracking, and location services. Capabilities should include:
Provide for redundancy and automatic failover
Historical trend and real time performance reporting is supported Management access to wireless network components is secured SNMPv3 enabled
RFC 1213 compliant
Automatically discover wireless network components
Capability to support Apple’s Bonjour Protocol / mDNS
QoS / Application identification capability
1.4.5 Cloud-based services for Access Points -based management of campus-wide WiFi deployments and distributed multi-site networks. Capabilities include:
Zero-touch access point provisioning
Network-wide visibility and control
RF
Firmware updates
1.4.6 Mobile Device Management (MDM) MDM
personally owned mobile devices (laptops, tablets, and smart phones) to their workplace, and use those devices to access privileged government information and applications in a secure manner. Capabilities should include:
Ability to apply corporate policy to new devices accessing the network resources, whether wired or wireless
Provide user and devices authentication to the network
Provide secure remote access capability
Support 802.1x
Attachment B
II. Value Added Services
For each Award Category above, the following valued services should also be available for procurement at the time of product purchase or anytime afterwards. This provided list of value added services is not intended to be exhaustive, and may be updated pursuant to the terms of the resulting Master Agreement
2.1 Maintenance Services technical support, software maintenance, flexible hardware coverage, and smart, proactive device diagnostics for hardware.
2.2 Professional Services
a. Deployment Services
i.
review/validation, and readiness assessment.
ii.
configuration or end-to-end integration and deployment. iii.
Customer’s infrastructure, applications and service management. b.
management, pr
reporting that may be on a subscription basis.
c.
security and performance of Customer’s existing solutions. d.
roadmaps for transforming Customer’s existing network architecture and operations management.
e. -specific tasks to be accomplished and/or services
to be delivered based on Customer’s business and technical requirements. f. Testing Services – Includes, but not limited to, testing the availability, reliability, security and performance of Customer’s existing solutions
2.3 Partner Services
a. Subject to Contractor’s approval and the certifications held by its Partners/Resellers, many Partners/Resellers can also offer and provide some or all of the Services as listed above at competitive pricing, along with local presence and support. As the primary Contractor (OEM), Contractor is ultimately responsible for the service and performance of its Partners/ Resellers.
Customers may have the option to purchase the Services to be directly delivered by Contractor (OEM) or its certified Partners/Resellers.
2.4 Training on networking technologies, including but not limited to designing, implementing, operating, configuring, and troubleshooting network systems pertaining to items provided under the master agreement.
Attachment B
III. Product Line Additions
During the contract term Contractor may submit a request to update product catalog that falls within the scope listed in herein this Attachment B as new technology is introduced, updated or removed from the market. Lead State will evaluate requests and update the contract offering as appropriate. New product additions to the same
service category.
A. Minimum Discount %
The Minimum Discount % off List shall be firm fixed for the duration of the contract. However, the list prices may fluctuate through the life of the contract, as provided within Attachment A. Contractor may offer increased discounts upon achievement of contract volume milestones. Minimum guaranteed contract discounts do not preclude Contractor
additional, incremental discounts at their sole discretion. Purchasing entities shall benefit from any promotional pricing offered by the Contractor to similar customers. Promotional pricing shall not be cause for a permanent price change.
Attachment D - Service Offering EULAs, SLAs Page 1 of 22 Attachment D - Service Offering EULAs, SLAs Page 2 of 22 Attachment D - Service Offering EULAs, SLAs Page 3 of 22 Attachment D - Service Offering EULAs, SLAs Page 4 of 22 Attachment D - Service Offering EULAs, SLAs Page 5 of 22 Attachment D - Service Offering EULAs, SLAs Page 6 of 22 Attachment D - Service Offering EULAs, SLAs Page 7 of 22 Attachment D - Service Offering EULAs, SLAs Page 8 of 22 Attachment D - Service Offering EULAs, SLAs Page 9 of 22 Attachment D - Service Offering EULAs, SLAs Page 10 of 22 Attachment D - Service Offering EULAs, SLAs Page 11 of 22 Attachment D - Service Offering EULAs, SLAs Page 12 of 22 Attachment D - Service Offering EULAs, SLAs Page 13 of 22 Attachment D - Service Offering EULAs, SLAs Page 14 of 22 Attachment D - Service Offering EULAs, SLAs Page 15 of 22 Attachment D - Service Offering EULAs, SLAs Page 16 of 22 Attachment D - Service Offering EULAs, SLAs Page 17 of 22 Attachment D - Service Offering EULAs, SLAs Page 18 of 22 Attachment D - Service Offering EULAs, SLAs Page 19 of 22 Attachment D - Service Offering EULAs, SLAs Page 20 of 22 Attachment D - Service Offering EULAs, SLAs Page 21 of 22 Attachment D - Service Offering EULAs, SLAs Page 22 of 22 Telephone: 800-373-5353
CDCE, Inc.
22641 Old Canal Road
Yorba Linda, CA 92887
City of Madera Police Department
330 S C Street
Madrea, CA 93638
United States
City of Madera Police Department
330 S C Street
Madera, CA 93638
United States
Sales Quote
123638-J
Customer No. CIMADERAPD
Sales Quote No.
Bill To Ship To
Contact:
Telephone: Telephone:
Contact:
559-661-5411
Acounts Payable
559-661-5411
Gary Price
Payment Method
Ship Via F.O.B. Customer PO Number
Net 30
UPS Ground Destination
Entered By Salesperson Ordered By
Andrew Delgado Andrew Delgado Gary Price
Order
Qty
Extended
Price
Unit
Price Part # Description
Quote Date
06/04/25
E-mail: [email protected] E-mail: [email protected]
Line
Item
1 25 FZ-55JZ00KBME130AE367A Panasonic Toughbook FZ-55 (see details below) 2,970.00 74,250.00 Win11 Pro,
Intel Core i7-1370P vPro (up to 5.2GHz),
AMT,
14.0" FHD 1000 nit Gloved Multi Touch,
32GB,
Intel UHD,
512GB OPAL SSD,
Intel Wi-Fi 6E,
Bluetooth,
Mic and Infrared 2MP Webcam,
Standard Battery,
TPM 2.0,
Emissive Backlit Keyboard,
Flat
2 25 PR-220173 9CAF39A783 FZ-55 & 54 GJ Lite Vehicle Dock (no pass) 680.00 17,000.00 USB-A (2), Serial, LAN,
MFG Part Number: GJ-55LVDLT0
3 25 PS-202013 601B907CBF Lind 120 Watt CF-31,33,54 DC Cig Adapter 130.00 3,250.00 4 25 WR-10500160E4E84E59 Pan Protection Plus Warranty 5yr 600.00 15,000.00 5 25 DM-400165F54B6B094D R1900 router with WiFi (5G modem), 3yr NetCloud 2,209.00 55,225.00 Performance Essentials Plan, Advanced Plan, NO power supply or antennae, Global,
MFG# MBA3-19005GB-GA
06/02/25
03:45:29 PM
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Print Time
Print Date
Continued on Next Page
F54B6B094D
Printed by Hubmate User: ADelgado
Telephone: 800-373-5353
CDCE, Inc.
22641 Old Canal Road
Yorba Linda, CA 92887
City of Madera Police Department
330 S C Street
Madrea, CA 93638
United States
City of Madera Police Department
330 S C Street
Madera, CA 93638
United States
Sales Quote
123638-J
Customer No. CIMADERAPD
Sales Quote No.
Bill To Ship To
Contact:
Telephone: Telephone:
Contact:
559-661-5411
Acounts Payable
559-661-5411
Gary Price
Payment Method
Ship Via F.O.B. Customer PO Number
Net 30
UPS Ground Destination
Entered By Salesperson Ordered By
Andrew Delgado Andrew Delgado Gary Price
Order
Qty
Extended
Price
Unit
Price Part # Description
Quote Date
06/04/25
E-mail: [email protected] E-mail: [email protected]
Line
Item
6 25 DM-410007707F2300FC CP-Modem & Switch, modular modem slot which provides 178.00 4,450.00 the ability to add a second modem and 4 additional GbE ports, Includes GPIO & Power Cable, 2x3, Small Accessories Kit, Mounting Template.
MFG #: MB-RX30-MC
7 25 DM-4001712F4E5D06B1 5G Modem (requires 4FF SIM) upgrade for R1900+RX30-MC 713.00 17,825.00 or IBR1700 Mobile Routers with door,
MFG Part Number: MB-MC400-5GB
8 25 ANT-941125AD9DF42FC6 Megalodon LG-IN2902 - 11-in-1 - Antenna - radome 457.00 11,425.00 cellular, Wi-Fi, navigation - omni-directional - panel mountable 9 25 LAB-320001F574BBEBFA Installation Customer Site 909.80 22,745.00 Install R1900, dock, secondary modem and antenna.
Swap current MDC, dock and power supply. Install FZ-55, dock and power supply.
10 23 ANT-801007E76CF1A9E3 Panorama Mount kit for antenna - Ford Explorer - black 30.00 690.00 MFG Part Number: SAB-353
11 2 ANT-80100888F1ED6D0E LPMM8 RIBBED PANEL ADAPTOR KIT- Ribbed or uneven 45.00 90.00 panel mount adaptor for Megaloldon range; Also suitable for thicker and curved panels,
MFG Part Number: SAB-346
12 25 FEE-100001B1FC204226 Recycle Fee for Monitors 4"-15" 4.00 100.00 06/02/25
03:45:29 PM
Page No.
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Print Date
Continued on Next Page
B1FC204226
Printed by Hubmate User: ADelgado
Telephone: 800-373-5353
CDCE, Inc.
22641 Old Canal Road
Yorba Linda, CA 92887
City of Madera Police Department
330 S C Street
Madrea, CA 93638
United States
City of Madera Police Department
330 S C Street
Madera, CA 93638
United States
Sales Quote
123638-J
Customer No. CIMADERAPD
Sales Quote No.
Bill To Ship To
Contact:
Telephone: Telephone:
Contact:
559-661-5411
Acounts Payable
559-661-5411
Gary Price
Payment Method
Ship Via F.O.B. Customer PO Number
Net 30
UPS Ground Destination
Entered By Salesperson Ordered By
Andrew Delgado Andrew Delgado Gary Price
Order
Qty
Extended
Price
Unit
Price Part # Description
Quote Date
06/04/25
E-mail: [email protected] E-mail: [email protected]
Line
Item
13 11 WR-263025A9215C5367 3-YR NETCLOUD EXCHANGE SERVICE GATEWAY, SELF- 13,300.00 3,300.00 HOSTED VIRTUAL APPLIANCE WITH 1 GBPS THROUGHPUT,
MFG Part Number: NCX-0003-SG1GBPS
14 25 WR-2630269822DF0487 3-yr NetCloud Exchange Secure Connect (requires 196.00 4,900.00 corresponding Essentials Plan),
MFG Part Number: NCX-0K03-SC
15 11 WR-26302761A85DEFD2 3-yr NetCloud Exchange ZTNA for Users (requires 153.00 53.00 NetCloud Exchange Secure Connect),
MFG Part Number: NCX-0E03-ZTNA
By signing, you are confirming not only your request to purchase, but also your authority to purchase the goods and services on this quote on behalf of the organization you represent. Signed quotes are de facto purchase orders and fall under the same terms and conditions of sale. If you choose to pay by credit card, you approve an additional 3% processing fee on total order for Visa/MC/Discover and 5% for American Express.
_______________________________________________________ Signature
_______________________________________________________ Print Name
_______________________________________________________ Date
06/02/25
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Page No.
Print Time
Print Date
Continued on Next Page
61A85DEFD2
Printed by Hubmate User: ADelgado
Telephone: 800-373-5353
CDCE, Inc.
22641 Old Canal Road
Yorba Linda, CA 92887
City of Madera Police Department
330 S C Street
Madrea, CA 93638
United States
City of Madera Police Department
330 S C Street
Madera, CA 93638
United States
Sales Quote
123638-J
Customer No. CIMADERAPD
Sales Quote No.
Bill To Ship To
Contact:
Telephone: Telephone:
Contact:
559-661-5411
Acounts Payable
559-661-5411
Gary Price
Payment Method
Ship Via F.O.B. Customer PO Number
Net 30
UPS Ground Destination
Entered By Salesperson Ordered By
Andrew Delgado Andrew Delgado Gary Price
Order
Qty
Extended
Price
Unit
Price Part # Description
Quote Date
06/04/25
E-mail: [email protected] E-mail: [email protected]
Line
Item
NetCloud Entitlements:
Gary Price
[email protected]
559-661-5411
ETA to ship within 2-6 weeks ARO.
This Quote Conforms to all Standards of the State of California NASPO Participating Addendum 7-20-70-47-02 AMENDMENT 1
DATA COMMUNICATIONS Utah NASPO ValuePoint Master Agreement Number AR3189 Agreement is extended from September 30, 2024, to September 30, 2026 Pan NASPO # MA23019
Purchase orders must include the following:
CDCE Quote#
All part numbers
Part Descriptions
Quantities and price
Sales Tax & Freight
Bill to/Ship To
Payment Terms
***This quote is valid for 30 days from the stated Quote Date*** 06/02/25
03:45:29 PM
Page No.
Print Time
Print Date
Order Total
8.250 % Sales Tax
Freight
Subtotal
255,857.89
15,196.91
257.98
240,403.00
61A85DEFD2
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RESOLUTION NO. 25-______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA
AUTHORIZING AND APPROVING AN AMENDMENT TO THE CITY OF
MADERA FISCAL YEAR 2024/2025 ADOPTED BUDGET TO APPROPRIATE
MEASURE K FUNDS FOR THE PURCHASE OF COMPUTERS AND
HARDWARE FOR THE POLICE DEPARTMENT
WHEREAS, the City Council has authorized the purchase of computers and hardware from Panasonic Connect North America, Division Of Panasonic Corporation Of North America and Cradlepoint, Inc. form the authorized dealer, CDCE, Inc., in the amount of $255,857.89; and WHEREAS, the amendment to the City of Madera Fiscal Year 2024/2025 Adopted Budget, listed in Exhibit C, attached hereto, is necessary to appropriate funds for the expenditure of the computers and hardware.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA hereby resolves, finds, determines, and orders as follows:
1. The above recitals are true and correct.
2. Funds shall be appropriated in the Fiscal Year 2024/25 operating budget in the amount of $255,857.89 from available Measure K fund balance in the Measure K vehicle and equipment account.
3. The City Clerk is authorized and directed to forward a copy of the resolution to the Director of Financial Services who is authorized to take such action as necessary to implement the terms of this resolution.
4. This resolution is effective immediately upon adoption. * * * * * * * *
ORG OBJECT
FUND CODE CODE DESCRIPTION (+) (-)
Measure K - Police Fund
1025 10252000 4900 Budgetary Carryover 255,858
1025 10252000 7000 Vehicles/Equipment 255,858
TOTALS $ 255,858 $ 255,858
EXHIBIT A
CITY OF MADERA FISCAL YEAR 2024/25 BUDGET AMENDMENT
1 REPORT TO CITY COUNCIL
Approved by:
________________________________
Joseph Hebert, Parks & Community Services Director
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Madera County Breastfeeding Coalition Fee Waiver Request for the 1st Annual Breastfeeding Awareness Walk & Celebration
RECOMMENDATION:
Adopt a Resolution waiving the rental fees of the Lions Town & Country Park (LT&C) on August 9, 2025, related to the 1st Annual Breastfeeding Awareness Walk & Celebration event hosted by the Madera County Breastfeeding Coalition, at an anticipated rental fee of $515 SUMMARY:
The City received a request from the Madera County Breastfeeding Coalition seeking a waiver of rental fees for the use of the (LT&C) to host the 1st Annual Breastfeeding Awareness Walk & Celebration. The event is scheduled for Saturday, August 9, 2025.
DISCUSSION:
The Madera County Breastfeeding Coalition has submitted a formal request for a fee waiver to use LT&C for the 1st Annual Breastfeeding Awareness Walk & Celebration event. The event is planned for Saturday, August 9, 2025. The request includes access to the park at 6 am to 2 pm, which includes time for setting up before the event and cleanup thereafter.
The Madera County Breastfeeding Coalition was formed to support, educate, and empower breastfeeding mothers. The Madera County Breastfeeding Coalition works to decrease breastfeeding disparities in Madera County by working collaboratively with stakeholders to support, protect, and normalize breastfeeding through education, community engagement, and advocacy. They are supported by the non-profit fiscal agent California Health Collaborative.
Council Meeting of: June 18, 2025
Agenda Number: _____ B-14
The Madera County Breastfeeding Coalition is committed to adhering to all rules and regulations regarding the use of the park and will ensure the area utilized is left in its original condition following the conclusion of the event.
This event is subject to all other applicable requirements. This includes the provision of acceptable rental insurance.
FINANCIAL IMPACT:
The applicable costs associated with the rental of LT&C, with the space as needed, are summarized in Table 1, which would be applicable for this rental. Costs are derived from the City of Madera Master Fee Schedule.
Table 1: Estimated Financial Impact Without Fee Waiver
Administrative Fee $25
Deposit $50
Special Event Fee $100
Pavilion $20/hour x 8 hours $160
Redwood $7.50/hour x 8 hours $60
Walking Track $15/hour x 8 hours $120
Total $515
The total applicable cost for the LT&C area sufficient to meet the reserved space needed, with dates and times as requested, would be $515.
ALTERNATIVES:
The Council may elect to reject the fee waiver and require the Madera County Breastfeeding Coalition to remit any associated fees if they wish to rent the LT&C for the 1st Annual Breastfeeding Awareness Walk & Celebration event.
ATTACHMENTS:
1. Resolution – Waiving the rental fees of the Lions Town & Country Park on August 9, 2025, related to the Madera County Breastfeeding Coalition’s 1st Annual Breastfeeding Awareness Walk & Celebration event, at an anticipated rental fee of $515 ATTACHMENT 1
Resolution – Waiving the rental fees of the Lions Town & Country Park on August 9, 2025, related to the Madera County Breastfeeding Coalition’s 1st Annual Breastfeeding Awareness Walk & Celebration event, at an anticipated rental fee of $515 RESOLUTION NO. 25-______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA,
CALIFORNIA WAIVING THE RENTAL FEES OF THE LIONS TOWN &
COUNTRY PARK ON AUGUST 9, 2025, RELATED TO THE MADERA COUNTY BREASTFEEDING COALITION’S 1ST ANNUAL BREASTFEEDING AWARENESS WALK & CELEBRATION EVENT, AT AN ANTICIPATED RENTAL FEE OF $515 WHEREAS, the City has received a request for the waiver of fees for the rental of the Lions Town & Country Park (LT&C); and
WHEREAS, the request is from the Madera County Breastfeeding Coalition; and WHEREAS, the Madera County Breastfeeding Coalition is looking to host the 1st Annual Breastfeeding Awareness Walk & Celebration; and
WHEREAS, the request is for rental utilization on Saturday, August 9, 2025, from 6:00 am to 2:00 pm; and
WHEREAS, the estimated fees for the request are calculated based on the City of Madera Master Fee Schedule; and
WHEREAS, the fees for the event are calculated at $515; and WHEREAS, the Madera County Breastfeeding Coalition is still subject to providing insurance documentation for City facility rentals that meet City requirements.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA hereby resolves, finds, determines and orders as follows:
1. The foregoing recitals are true and correct and incorporated herein by reference.
2. The Council finds that the waiver of fees as set forth in this resolution serves a valid public purpose in that the Madera County Breastfeeding Coalition serves a community need to support, educate, and empower breastfeeding mothers.
3. The City Council does hereby waive the City fees for Rental Fees of the Lions Town & Country Park on the dates and time identified herein, subject to confirmation of insurance.
4. This resolution is effective immediately upon adoption. * * * * * *
REPORT TO CITY COUNCIL
Approved by:
_________________________________
Joseph Hebert, Parks & Community Services Director
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Notice of Completion for the Frank Bergon Senior Center Fence Installation Project RECOMMENDATION:
Staff recommend that the City Council approve a Minute Order approving:
1. Acceptance of the new fence installation at Frank Bergon Senior Center (FBSC), located at 238 South D Street, Madera, CA 93638.
2. The Recording of Notice of Completion.
3. The release of retention 35 days after the recording of the Notice of Completion.
SUMMARY:
On May 17, 2024, the City released Invitation for Bids (IFB) No. 202324-31 for the Frank Bergon Senior Center Fencing, CBDG B22MC060053. No bids were received, allowing staff to directly negotiate with potential vendors. Per this process, a Construction Agreement between the City and Juarez Brothers General Engineering, Inc. for the installation of the safety perimeter fencing was approved by Council on February 5, 2025, for $137,622.76. Since then, the contractor has completed the project, with a Notice of Completion being recommended.
DISCUSSION:
During Fiscal Year (FY) 2023/24, the City received $148,386 in Community Development Block Grant (CDBG) funding for improvements at the FBSC, including a safety perimeter fence.
Subsequently, the City Council approved an additional appropriation of $65,172 in CDBG funds for further improvements at the FBSC, bringing the total project budget of $213,558.
Council Meeting of: June 18, 2025
Agenda Number: B-15
To date several improvements have been completed at the FBSC using these funds, including external repainting and upgrades to the kitchen.
On May 17, 2024, the City released IFB 202324-31 for the installation of a fence. However, the competitive bidding process resulted in no bids ďeŝnŐ received. In accordance with the City’s procurement policy, which allows for direct negotiation, should no bids be received following a formal solicitation, staff proceeded to identify a qualified contractor for a negotiated agreement. Staff selected Juarez Brothers General Engineering, Inc. to initiate negotiations based on the contractor meeting project type designation, DIR registration confirmation, contractor license status, and satisfactory prior work completed.
On February 5, 2025, the Council approved a Construction Agreement with Juarez Brothers General Engineering, Inc. for $137,622.76.
Key Milestones:
March 3, 2025: A pre-construction meeting was held between City staff and Juarez Brothers General Engineering, Inc.
On March 13, 2025: A Notice of Award was executed.
On April 1, 2025: A Notice to Proceed was executed.
April 14, 2025: Project start date. All work is to be completed within thirty (30) calendar days.
A final inspection was conducted on May 20, 2025. The inspection included representatives from Juarez Brothers General Engineering, Inc. and City staff. The project is now being recommended as completed, per project plans and specifications.
FINANCIAL IMPACT:
The installation of the safety perimeter fence at the FBSC was made possible by with CDBG funding. The additional CDBG appropriation of $65,172, approved by the Council on February 5, 2025, and as documented by Resolution No. 25-32, made the funding possible for the Construction Agreement with Juarez Brothers General Engineering, Inc.
Table 1 below outlines the CDBG expenditure to date.
Table 1: CDBG Award of $213,558 for FBSC Improvements Expenditure Vendor Amount
O’Dell Engineering; design services $20,999
QK Inc.; topography surveying $7,500
Patterson Painting $12,500
DL Batty, Inc.; kitchen renovations $27,410
Sherwin Williams; paint materials for kitchen renovations $100.45 Home Depot; garbage disposal for kitchen renovations $193.77 Capital improvement administration charges $752.04
Fence Installation by Juarez Brothers General Engineering, Inc. $137,622.76 Total Expenditure/Encumbered to Date $207,078.02
Remaining Balance to Date $6,479.98
Staff plans to address aĚĚŝƚŝŽnĂů ŝŵƉƌŽǀeŵenƚƐ neeĚeĚ Ăƚ ƚŚe Ɛŝƚe with the remaining balance, ƚŚĂƚ ǁŝůů ŝncůƵĚe ĂcceƐƐŝďŝůŝƚLJ ĂnĚ ůĂnĚƐcĂƉŝnŐ.
ALTERNATIVES:
As an alternative, the Council may elect to reject the Notice of Completion with due cause. Rejection of the notice would result in the staff’s inability to release retention funds until addressing the Council’s concerns.
ATTACHMENTS:
1. Notice of Completion
2. Fence Installation Boundary at a Glance
3. Photos of the Completed Project
ATTACHMENT 1
Notice of Completion
Recording Requested by:
City of Madera
And When Recorded, Mail to:
City of Madera – City Clerk
205 W. 4th Street
Madera, CA 93637
_________________________________________ Space above this line for Recorder’s Use ______________________________________ Fee Waived per Section 27383 & 27388.1(a)(2)(D) of the Government Code – No Document Tax Due $ -0-
NOTICE OF COMPLETION
_____________________________________________________________________________________________________________________ NOTICE IS HEREBY GIVEN THAT:
1. The undersigned is owner of the interest or estate stated below in the property hereinafter described.
2. The full name of the undersigned is City of Madera.
3. The full address of the undersigned is 205 W. 4th Street, Madera, CA 93637.
4. The nature of the title of the undersigned is: In fee ____________________________________________ (If other than fee, strike “In fee” and insert, for example, “purchaser under contract of purchase” or “lessee”.)
5. The full name and full addresses of all persons, if any, who hold title with the undersigned as joint tenant or as tenants in common are:
Name Address
______________________________________ ___________________________________________
6. A work of improvement on the property hereinafter described was completed on
7. The name of the original contractor, if any, for such work of improvement was:
(If no contractor for work of improvements as a whole, insert “none”.)
8. The full name(s) and address(es) of the transferor(s) of the undersigned is(are):
Name Address
______________________________________ ___________________________________________
9. The property on which said work of improvement was completed is in the City of Madera, County of Madera, State of California, and is described as follows:
10. The street address of said property is
(If no street address has been officially assigned, insert “none”.) (Signature of Owner named in Paragraph 2)
Dated :ŽƐeƉŚ ,eďeƌƚ
WĂƌŬƐ Θ ŽŵŵƵnŝƚLJ ^eƌǀŝceƐ ŝƌecƚŽƌ
________________________________________________
CITY OF MADERA
State of California
County of Madera
:ŽƐeƉŚ ,eďeƌƚ, ďeŝnŐ ĚƵůLJ ƐǁŽƌn ƐĂLJƐ͗ ,e ŝƐ ƚŚe ŝƚLJ Žf DĂĚeƌĂ WĂƌŬƐ Θ ŽŵŵƵnŝƚLJ ^eƌǀŝceƐ ŝƌecƚŽƌ, ƚŚe cŽƌƉŽƌĂƚŝŽn ƚŚĂƚ edžecƵƚeĚ ƚŚe fŽƌeŐŽŝnŐ nŽƚŝce ĂƐ Žǁneƌ Žf ƚŚe ĂfŽƌeƐĂŝĚ ŝnƚeƌeƐƚ Žƌ eƐƚĂƚe ŝn ƚŚe ƉƌŽƉeƌƚLJ ƚŚeƌeŝn ĚeƐcƌŝďeĚ͖ ƚŚĂƚ Śe ŵĂŬeƐ ƚŚŝƐ ǀeƌŝfŝcĂƚŝŽn Žn ďeŚĂůf Žf ƐĂŝĚ cŽƌƉŽƌĂƚŝŽn͖ ƚŚĂƚ Śe ŚĂƐ ƌeĂĚ ƐĂŝĚ nŽƚŝce ĂnĚ ŬnŽǁƐ ƚŚe cŽnƚenƚƐ ƚŚeƌeŽf, ĂnĚ ƚŚĂƚ ƚŚe fĂcƚƐ Śeƌeŝn ƐƚĂƚeĚ Ăƌe ƚƌƵe. (Signature of Officer)
CITY OF MADERA
_______________________________________________________ :ŽƐeƉŚ ,eďeƌƚ
WĂƌŬƐ Θ ŽŵŵƵnŝƚLJ ^eƌǀŝceƐ ŝƌecƚŽƌ
State of California
County of Madera
Subscribed and sworn to (or affirmed) before me on the ___________ day of _____________________, 202ϱ by :ŽƐeƉŚ ,eďeƌƚ, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
______________________________________________________ (Seal) Alicia Gonzales
City Clerk
The notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness, accuracy or validity of that document.
ATTACHMENT 2
Fence Installation Boundary at a Glance
ATTACHMENT 3
Photos of the Completed Project
The picture below depicts a pedestrian entryway gate.
The picture below shows a portion of the fence from the interior of the Frank Bergon Senior Center backyard area.
The picture below shows a close up of the fence installed.
REPORT TO CITY COUNCIL
Approved by: Council Meeting of: June 18, 2025
_________________________________ Agenda Number: ____________ Keith Helmuth, Department Director
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Acceptance of the Avenue 13 Sewer Interceptor Rehabilitation Project, City Project SS-00014 RECOMMENDATION:
Adopt a Minute Order Approving:
1. Acceptance of the Avenue 13 Sewer Interceptor Rehabilitation Project, City Project SS00014
2. The Recording of the Notice of Completion
3. The release of retention 35 days after the recording of the Notice of Completion SUMMARY:
The Avenue 13 sewer trunk main is now fully rehabilitated from Granada Drive to the Wastewater Treatment Plant (WWTP) located at Road 21½ and Avenue 13/Pecan Avenue. The CIPP lining project (Project) was awarded to SAK Construction, LLC, (SAK) on June 12, 2024. Council approved additional contingencies on March 5, 2025 to address costs associated with extensive cleaning and debris removal efforts not anticipated at the time of bidding. SAK has completed the project in accordance with the plans and specifications and as modified by approved Change Orders. The Project is ready for acceptance.
DISCUSSION:
City Council (Council) awarded the Project to SAK Construction, LLC, on June 12, 2024 based on the bid submitted on May 22nd. SAK started mobilizing for bypass pumping on June 10th, the night of the second sewer collapse on Avenue 13 within a one-week period. Implementing the long-term bypass for the Project best accommodated the emergency repairs needed at both failure locations (performed by Floyd Johnston Construction). It also allowed SAK to concurrently schedule the CIPP lining for the sewer main alleviating the possibilities of future failures due to pipe condition. The progress and scope of the work was significantly impacted by the sewer main collapses within the project limits. This resulted in several changes to the contract costs and B-16
original scope of work. It should be noted that the project remained on schedule throughout the course of work.
Table 1 is a summary of finalized change orders issued for the project. A detailed discussion on the various change orders including additional cleaning and debris removal was presented in the staff report provided for the March 5, 2025 City Council item requesting additional contingencies.
Table 1: Change Order Summary
Item Maximum Cost
Accelerated Mobilization – most of this cost is related to set up of bypass pumping and a changed approach to the Phase I CIPP lining $343,467
Bypass Trench Realignment for Phase I Bypass Operation $87,494 Increase in CIPP lining material due to increased pipe diameter as a result of deterioration of interior of pipe
$155,549
Additional Bypass Operations for Phase 1 due to emergency repairs and changed conditions for CIPP installation
$246,041
Additional Roadway and Trench Restoration due to change in location of bypass trench from shoulder to middle of westbound lane $224,867
Costs associated with extended rental of trench plates due to bypass needs for emergency repair and delays in CIPP lining due to changed conditions $38,283
Add CIPP lining from last manhole to WWTP new Screen Facility (not in original scope)
$365,511
Rehabilitate All Manholes in Project Limits (not in original scope) $402,790 Credits for Changes in Project Scope and bid items not needed (railroad flagging, for example)
($296,413)
Additional Cleaning and Debris Removal $2,260,710
Total Change Orders $3,828,299
The punch list items are complete, and the final costs have been determined. Staff recommends Council accept the Project and authorize filing of a Notice of Completion.
Table 2 provides the final contract costs.
Table 2: Final Project Contract Costs
Amount
Original Contract Amount $8,328,452
Approved Change Orders $3,828,299
Total $12,156,751
FINANCIAL IMPACT:
Table 3 provides a breakdown of the project funding from Sewer Capital Outlay funds, American Resue Plan Act (ARPA) funds, and a State General Fund Grant secured through Senator Caballero.
Table 3: Funding Sources for Project
Amount
Sewer Funds $2,162,609
ARPA Funds $4,994,142
State General Fund Grant $5,000,000
Total $12,156,751
ALTERNATIVES:
If Council elects not to approve the acceptance of the project and filing of the Notice of Completion, staff is unable to release retention funds and close the project. Staff would request direction from Council as to additional information or action requested.
ATTACHMENTS:
1. Notice of Completion
Attachment 1
Notice of Completion
Recording Requested by:
City of Madera
And When Recorded, Mail to:
City of Madera – City Clerk
205 W. 4th Street
Madera, CA 93637
_________________________________________ Space above this line for Recorder’s Use ______________________________________ Fee Waived per Section 27383 & 27388.1(a)(2)(D) of the Government Code – No Document Tax Due $ -0-
NOTICE OF COMPLETION
_____________________________________________________________________________________________________________________ NOTICE IS HEREBY GIVEN THAT:
1. The undersigned is owner of the interest or estate stated below in the property hereinafter described.
2. The full name of the undersigned is City of Madera.
3. The full address of the undersigned is 205 W. 4th Street, Madera, CA 93637.
4. The nature of the title of the undersigned is: In fee ____________________________________________ (If other than fee, strike “In fee” and insert, for example, “purchaser under contract of purchase” or “lessee”.)
5. The full name and full addresses of all persons, if any, who hold title with the undersigned as joint tenant or as tenants in common are:
Name Address
______________________________________ ___________________________________________
6. A work of improvement on the property hereinafter described was completed on
7. The name of the original contractor, if any, for such work of improvement was:
(If no contractor for work of improvements as a whole, insert “none”.)
8. The full name(s) and address(es) of the transferor(s) of the undersigned is(are):
Name Address
______________________________________ ___________________________________________
9. The property on which said work of improvement was completed is in the City of Madera, County of Madera, State of California, and is described as follows:
10. The street address of said property is
(If no street address has been officially assigned, insert “none”.) (Signature of Owner named in Paragraph 2)
Dated Keith Brent Helmuth, P.E.
City Engineer
________________________________________________
State of California
County of Madera
Keith Brent Helmuth, being duly sworn says: He is the City Engineer of the City of Madera, the corporation that executed the foregoing notice as owner of the aforesaid interest or estate in the property therein described; that he makes this verification on behalf of said corporation; that he has read said notice and knows the contents thereof, and that the facts herein stated are true. (Signature of Officer)
_______________________________________________________ Keith Brent Helmuth, P.E.
City Engineer
State of California
County of Madera
Subscribed and sworn to (or affirmed) before me on the ___________ day of _____________________, 20251 by Keith Brent Helmuth, proved to me on the basis of satisfactory evidence to be the person(s) who appeared before me.
______________________________________________________ (Seal) Alicia Gonzales
City Clerk
The notary public or other officer completing this certificate verifies only the identity of the individual who signed the document to which this certificate is attached and not the truthfulness, accuracy or validity of that document.
REPORT TO CITY COUNCIL
Approved by: Council Meeting of: June 18, 2025
_________________________________ Agenda Number:
Will Tackett, Community Development Director
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Amendment No. 5 to Professional Services Agreement with Provost and Pritchard Consulting Group RECOMMENDATION:
Adopt a Resolution of the City Council of the City of Madera Approving Amendment No. 5 to Agreement for Professional Planning Services with Provost & Pritchard Consulting Group to Increase the Not-toExceed Compensation Limit by $10,000 SUMMARY:
On April 3, 2024, the City Council adopted Resolution No. 25-54 approving Amendment No. 4 to the Agreement for Professional Planning Services with Provost & Pritchard Consulting Group, increasing the not-to-exceed compensation of the Professional Services Agreement by $150,000 to include additional planning and environmental services; including but not limited to, professional services pertaining to activities eligible for reimbursement through REAP 1.0 Grant program funding or for 6th Cycle Housing Element update implementation.
Staff is requesting Council approve Amendment No. 5 to the Agreement for Professional Planning Services with Provost and Pritchard Consulting Group (P&P) increasing the not-to-exceed compensation of the Professional Services Agreement by $10,000 to complete preparation of Planning Commission and City Council reports and materials and to attend hearings as necessary to complete the goals and objectives identified for purposes of the Amended Agreement.
DISCUSSION:
On June 13, 2024, the City of Madera executed Amendment No. 4 to the Professional Services Agreement between Provost & Pritchard Consulting Group and the City of Madera for Planning Services. The services for which the Agreement was amended were funded, in part, through the Regional Early Action Planning (REAP) 1.0 grants program which were suballocated through the Madera County Transportation Commission (MCTC) for eligible activities and projects that will assist in the preparation and adoption of planning documents, process improvements and ordinance text amendments which demonstrate a nexus B-17
to increasing housing, accelerating production and/or facilitate compliance to implement the Sixth Cycle of the Regional Housing Needs Allocation (RHNA).
As a result of the services rendered by P&P, on February 5, 2025, the City Council adopted Ordinance No. 1014 C.S. amending Chapter 3 of Title X: Planning and Zoning of the City Municipal Code (CMC) regarding housing-related definitions, procedures, and regulated uses in zone districts that allow housing. Council adoption of the ordinance completed the first phase of planned amendments to the municipal code proposed by the Planning Department and to be funded/reimbursed through the REAP 1.0 program pursuant to the Agreement.
The second phase of proposed amendments to the municipal code currently being prepared pursuant to the agreement include more substantive changes; a proposed repeal and replacement of the Zoning Regulations with updated provisions, procedures, site development regulations, specific use regulations and use definitions/classifications that will further streamline and accelerate housing production as well as non-residential development and create greater certainty for prospective investment and development interests in the City.
FINANCIAL IMPACT:
Funding for the fee increase ($10,000) will be provided through an administrative budget transfer from salary savings within the Planning Department 2024/25 fiscal year operating budget. The amendment to the P&P Professional Services Agreement will therefore not result in a new fiscal impact to the City’s General Fund.
ALTERNATIVES:
As an alternative to staff’s recommendation, the Council may:
1. Authorize a lesser budget increase to the Professional Services Agreement with P&P Consulting Group.
2. Direct staff to solicit additional proposals for the intended contracted consultation services. Such action will delay staff’s ability to expeditiously complete the goals and objectives for which the Agreement was executed.
3. Deny the budget increase to the Professional Services Agreement with P&P Consulting Group.
Such action will delay staff’s ability to expeditiously complete the goals and objectives for which the Agreement was executed.
ATTACHMENTS:
1. Council Resolution
Exhibit A: Amendment No. 5 to the Professional Services Agreement Between Provost and Pritchard Consulting Group and the City of Madera for Planning Services ATTACHMENT 1
Resolution Approving Amendment No. 5 to Agreement for
Professional Planning Services with Provost & Pritchard Consulting Group; including,
Exhibit “A”: Amendment No. 5 to the Professional Services Agreement Between Provost and Pritchard
Consulting Group and the City of Madera for
Planning Services
RESOLUTION NO. ____________
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA APPROVING AMENDMENT NO. 5 TO AGREEMENT FOR PROFESSIONAL PLANNING SERVICES WITH PROVOST & PRITCHARD CONSULTING GROUP TO INCREASE THE NOT-TOEXCEED COMPENSATION LIMIT BY $10,000 WHEREAS, the City is in need of land use planning and environmental review services in connection with its efforts to repeal and replace the Zoning Regulations of the City Municipal Code with updated provisions, procedures, site development regulations, specific use regulations and use definitions/classifications that will streamline and accelerate housing production as well as nonresidential development and create greater certainty for prospective investment and development interests in the City; and
WHEREAS, Provost & Pritchard Consulting Group has been identified as a firm having the professional competence, experience, and qualifications to provide professional planning and environmental services; and
WHEREAS, the City Council (Council) adopted Resolution No. 20-46 entering into an agreement with Provost & Pritchard Consulting Group to provide professional planning and environmental review services; and
WHEREAS, on January 6, 2021, the Council approved amendment No. 1 under Resolution No. 21- 05; and
WHEREAS, on April 21, 2021, the Council approved amendment No. 2 under Resolution No. 21- 54; and
WHEREAS, on June 15, 2022, the Council approved amendment No. 3 under Resolution No. 22- 86; and
WHEREAS, on April 3, 2024, the Council approved amendment No. 4 under Resolution No. 24-54; and
WHEREAS, it has been determined that additional planning and environmental services assistance is warranted; and
WHEREAS, City staff is requesting an increase to the contract amount to include additional planning and environmental services and to be assigned for completion of text amendments to the Zoning Regulations of the City Municipal Code, including delivery of reports, materials and presentations to the Planning Commission and City Council; and
WHEREAS, the City has prepared an amendment to the Professional Services Agreement with Provost & Pritchard Group (“Amendment No. 5”) which is in the best interests of both parties; and WHEREAS, Amendment No. 5 increases the not-to-exceed compensation limit of the Professional Services Agreement by $10,000; and
WHEREAS, funds for $10,000 in Amendment No. 5 are available from salary savings in the City of Madera Planning Department fiscal year 2024/2025 operating budget; and WHEREAS, an amendment to the City General Fund is necessary to secure Amendment No. 5.
NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF MADERA hereby finds, orders and resolves as follows:
1. The recitals listed above are true and correct.
2. The City Council approves Amendment No. 5 to the Professional Services Agreement with Provost & Pritchard Consulting Group to increase the not-to-exceed compensation fee by $10,000, a copy of which is attached hereto and incorporated by reference.
3. The Resolution is effective immediately upon adoption. * * * * * * * * * * *
EXHIBIT A
Amendment No. 5 to the Professional Services Agreement Between Provost and Pritchard Consulting Group and the City of Madera for Planning Services
AMENDMENT NO. 5 TO PROFESSIONAL SERVICES AGREEMENT BETWEEN PROVOST &
PRITCHARD CONSULTING GROUP AND THE CITY OF MADERA FOR PLANNING SERVICES This Amendment No. 5 to the Agreement titled “Professional Services Agreement” dated April 2, 2020, is made and entered into on June 18, 2025, between the City of Madera, (“City”) and Provost & Pritchard Consulting Group, (“Firm”).
R E C I T A L S
WHEREAS, on April 2, 2020, City and the Firm entered into an Agreement for professional planning services; and
WHEREAS, on January 6, 2021, City and the Firm entered into Amendment No. 1 to the Agreement; and
WHEREAS, on April 21, 2021, City and the Firm entered into Amendment No. 2 to the Agreement; and
WHEREAS, on June 15, 2022, City and the Firm entered into Amendment No. 3 to the Agreement; and
WHEREAS, on April 3, 2024, City and the Firm entered into Amendment No. 4 to the Agreement; and
WHEREAS, during the performance of the Agreement, the Parties have determined that additional planning and environmental review services are needed; and WHEREAS, City and Firm wish to amend the Agreement to increase the Agreement’s compensation fee for additional work in accordance with Amendment No. 5 to Agreement.
A G R E E M E N T
Based on the foregoing recitals, the Parties hereto mutually agree as follows:
SECTION 1. Section 4 of the Agreement titled “Compensation” provides the compensation to be paid for services under the Agreement. The parties agree that the Agreement is amended to provide that the compensation to be paid for the professional planning services as provided Section 2 of the Agreement titled “Services” in accordance with the Scope of work identified in “Exhibit A” of the Agreement, except as amended by this Amendment No. 5, shall be increased $10,000 for a total not-to -exceed fee of $610,000.
SECTION 2. Except as amended by this Amendment No. 5, all other terms and conditions of the Agreement, Amendment No. 1, Amendment No. 2, Amendment No. 3 and Amendment No. 4 remain in full force and effect.
SECTION 3. This Amendment No. 5 to Professional Services Agreement shall be effective upon full execution by both parties.
(SIGNATURES ON NEXT PAGE)
CITY OF MADERA
A municipal corporation of
the State of California
By: _________________________________
CecĞlia Gallegos, Mayor
Date: _______________________________
ATTEST:
By: _________________________________
Alicia Gonzales, City Clerk
Date: _______________________________
PROVOST AND PRITCHARD CONSULTING
GROUP
By: _________________________________
Heather Bashian, RCE 73075
Director of Operations
Date: _______________________________
APPROVED AS TO FORM:
By: _________________________________
Shannon Chaffin, City Attorney
Date: _______________________________
REPORT TO CITY COUNCIL
Approved by: Council Meeting of: June 18, 2025
_________________________________ Agenda Number: ___________ Michael Lima, Director of Financial Services
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Appointment to the Transit Advisory Board
RECOMMENDATION:
Adopt a Resolution approving the appointment of Sipho Munyaradzi to the Transit Advisory Board
SUMMARY:
The Transit Advisory Board (TAB) serves in an advisory capacity to the City on matters pertaining to public transportation services and operations offered by the City. TAB is comprised of seven (7) members. Each member of the City Council can make a nomination to be considered for appointment by the Mayor, subject to approval of the full City Council by resolution. At this time, Councilmember Evans has appointed Sipho Munyaradzi to the TAB. The Mayor has considered the nomination and has approved the appointment of Mr. Munyaradzi. The requested action is a resolution of the City Council to approve the appointment of Mr. Munyaradzi to the TAB.
DISCUSSION:
The TAB was established by the City Council in March 1996 to serve in an advisory capacity to the City Council and staff on matters related to public transit. Each member’s duties include the following:
1. Provide oversight and make recommendations regarding the operation of the public transit system; including projects, programs, and special studies.
2. Ensure grievance procedures for transit services are followed and enforced.
3. Complete two Secret Rider Evaluations bi-annually.
B-18
TAB members are noted below in Table 1, with the individual considered for approval of appointment indicated in bold text.
Table 1: Transit Advisory Board Membership
Member Nominating Councilmember City Council District
Andrew Albonico Mayor Gallegos At-large Mayor
Jack Porter Councilmember Zacharia District 1
VACANT Mayor Pro Tem Rodriguez District 2
Marie Luna Councilmember Montes District 3
Sipho Munyaradzi Councilwoman Evans District 4
Otilia Morales Councilwoman Mejia District 5
Cynthia Ortegon Councilmember Villegas District 6
Sipho Munyaradzi has been a community member for almost 17 years. Mr. Munyaradzi has served as treasurer of the Fresno Westside Seventh Day Adventist Church and currently is a member of the City of Madera’s ADA Advisory Committee. Mr. Munyaradzi has expressed interest in also serving for the TAB. At this time, the Mayor has considered the nomination of Mr.
Munyaradzi by Councilmember Evans and is seeking approval from the City Council of the appointment to TAB. Per the Municipal Code, this appointment will be for a term matching the councilmember, or until the replacement is appointed. The councilmember’s term ends on December 6, 2028. The Municipal Code also provides that the resolution of appointment must receive at least four (4) affirmative votes to pass.
FINANCIAL IMPACT:
There is no anticipated financial impact as TAB members are volunteers and are not compensated.
ALTERNATIVES:
Council may direct staff to seek additional applications to serve on the Transit Advisory Board.
ATTACHMENTS:
1. Resolution
2. Volunteer application for Sipho Munyaradzi
Resolution No. 25-____
A RESOLUTION OF THE CITY COUNCILOF THE CITY OF MADERA APPROVING
THE APPOINTMENT OF SIPHO MUNYARADZI TOTHE CITY OF MADERA
TRANSIT ADVISORY BOARD
WHEREAS, the City of Madera has established a Transit Advisory Board (TAB) to serve in a volunteer capacity to fulfill the duties of the TAB as provided in their adopted bylaws; and
WHEREAS, TAB is comprised of seven (7) citizens nominated by members of the City Council and appointed by the Mayor, subject to confirmation by the Council as a whole; and
WHEREAS, Councilmember Evans has nominated Sipho Munyaradzi to be considered for appointment to TAB for a term concluding December 6, 2028, or as otherwise provided in the Madera Municipal Code; and
WHEREAS, the Mayor has considered the above-named nominated individual and has appointed Sipho Munyaradzi; and
WHEREAS, Sipho Munyaradzi has expressed desire to serve on TAB.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA hereby resolves, finds, and orders as follows:
1. The above recitals are true and correct.
2. The Council approves the appointment of Sipho Munyaradzi to TAB for a term ending December 6, 2028, unless otherwise indicated by the Madera Municipal Code.
3. This resolution is effective immediately upon adoption. * * * * * * * * * * * * * * * * * * * *
City Clerk Page 1 of 2
Update 09/19/23
CITY OF MADERA
COMMISSION, BOARD, AND COMMITTEE
APPLICATION
I hereby request that I be considered as a nominee for the following City of Madera Commission, Board, or Committee:
PLEASE CHECK ONE OR MORE:
_____ ADA Advisory Council _____ Airport Advisory Commission _____ Beautification Committee _____ Civil Service Commission _____ CDBG Block Grant Commission _____ Loan Review Committee _____ Planning Commission _____ Transit Advisory Board
_____ Other: ____________________
Please type or print in ink.
_________________________________________________________________________________________________________ LAST NAME FIRST NAME M.I.
HOME ADDRESS CITY, STATE, ZIP HOME PHONE
MAILING ADDRESS CITY, STATE ZIP E-MAIL ADDRESS
______________________________________________________________________________________
EMPLOYER JOB TITLE BUSINESS PHONE
Length of residence in the City of
Madera:
Years _________ Months ________
Have you ever been convicted of
a felony?
Yes _________ No ________
Are you 18 years of age or
older?
Yes ______ No ________
Educational background:
_______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ X
MUNYARADZI Sipho M
16 5 X X
NA NA NA
BS - Civil Engineering
MS - Food, Agriculture and Biological Engineering
PhD - Candidate for Food, Agriculture and Biological Engineering (All but dissertation) City Clerk Page 2 of 2
Update 09/19/23
Please list any organizations of which you are a member and any offices you have held in those organizations:
_______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ Please list any appointed public boards or commissions on which you have served, dates of service, and any chairmanship or office held:
_______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ I am interested in serving for the following reasons:
_______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ References (optional):
_______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ _______________________________________________________________________________ ________________________________ _________________________________________ Date Signature
Please return completed application to:
CITY OF MADERA
OFFICE OF THE CITY CLERK
205 West 4th Street, Madera, CA 93637
[email protected]
(559) 661-5405
Fresno Westside Seventh Day Adventist Church - Treasurer, Member of Administrative Committee, Chair of Ministry Council Member of Church Board
Member of City of Madera ADA Advisory Committee - Jan 2025 - To Date My goal is to ensure accessible, efficient, and equitable transit options for all residents. I bring a collaborative spirit and a passion for community engagement to the board. Together, we can drive positive change in our city's transit services.
I am committed to enhancing Madera's public transportation system to better serve our diverse community. 06/03/2025
REPORT TO CITY COUNCIL
Approved by: Council Meeting of: June 18, 2025
_________________________________ Agenda Number: ___________ Giachino Chiaramonte, Chief of Police
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
City’s Participation in the 4th of July Community Event RECOMMENDATION:
Adopt Resolutions:
1. Authorizing up to $5,000 in payment to the Greater Madera Kiwanis should the 4th of July Community Event not raise adequate funds
2. Approving a Budget Amendment to the Fiscal Year 2024/2025 Operating Budget to appropriate General Fund fund balance for payment to the Greater Madera Kiwanis
3. Waiving the fees to cover the costs of police services of $2,068 SUMMARY:
The Greater Madera Kiwanis (Kiwanis), a local service organization, is planning a community event for the 4th of July. Historically, the City hosted this event at the Madera Municipal Golf Course, but due to budget constraints and the COVID-19 pandemic, the last event hosted by the City was in 2017. To revive civic pride, the Kiwanis successfully hosted the event in 2024 at the Madera Fairgrounds with assistance from the City. Building on last year’s success, the Kiwanis will again host the event and are aggressively seeking donations, allowing them to host the event free of charge to community members. With limited time, the Kiwanis are requesting the City’s assistance by:
1. Authorizing up to $5,000 in direct funding to the Kiwanis should they be unable to raise all of the necessary funds
2. Waiving the fees to provide police services during the event totaling $2,068 DISCUSSION:
As the host, the Kiwanis have been fundraising and partnering with other organizations to cover costs associated with the event, including venue rental, permits from the State Fire Marshal, and B-19
the 18-minute fireworks display. The event will be free to enter, and parking will also be free. The event is open to all community members and will provide a place to gather and celebrate the country’s independence. In addition, the community will be able to enjoy activities and entertainment such as family games and live music. The Kiwanis do not anticipate profiting from the event; instead, any donations will cover the expected expenses. If the Kiwanis do not reach their fundraising goal, they have formally requested financial assistance from the City not to exceed $5,000.
Additionally, the Kiwanis have requested the City waive the fees associated with providing police services for traffic control and security. If approved, the Police Department plans to staff the event with six officers at the special event rate outlined in the City’s Master Fee Schedule. The estimated cost of police involvement is $2,068.
The Kiwanis will be required to obtain the necessary permits for using the Madera Fairgrounds and provide insurance binders (Special Events Insurance) to transfer liability and property damage claims from the City to the event sponsors, per City policy.
Moreover, the City maintains a service agreement with Mid Valley for garbage collection, which includes a provision for a $10,000 contribution from Mid Valley specifically designated for the 4th of July Community Event. As outlined in the agreement, these funds are intended to support community engagement efforts and will be disbursed to the Kiwanis on behalf of the City to assist with event planning and execution. It is important to clarify that this $10,000 is entirely separate from the additional $5,000 referenced in this report.
FINANCIAL IMPACT:
If approved, the City would contribute up to $5,000 to the Kiwanis from the City’s General Fund fund balance. Additionally, the cost of providing police services to assist with traffic control and security is estimated at $2,068, which covers the special event rate for six officers for five hours.
The funds for police presence would be incorporated into the fiscal year 2024/25 budget but are being brought to Council now, considering that the Kiwanis are finalizing their expenses.
It is important to note that this figure represents the City providing the total assistance requested by the Kiwanis. The Kiwanis may meet their fundraising goal and only require waiving police service fees.
ALTERNATIVES:
Council may decline the request to provide financial assistance for event expenses and police services. Alternatively, Council may approve either request independently from one another.
Furthermore, Council may request additional information.
ATTACHMENTS:
1. Resolution authorizing up to $5,000 in payment to the Greater Madera Kiwanis
2. Resolution approving budget amendment
a. Exhibit A: Budget amendment
3. Resolution waiving fees to cover the costs of police services
4. Request letter authored by the Greater Madera Kiwanis RESOLUTION NO. 25-______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA
AUTHORIZING UP TO $5,000 IN PAYMENT TO THE GREATER MADERA KIWANIS SHOULD THE 4TH OF JULY COMMUNITY EVENT NOT RAISE
ADEQUATE FUNDS
WHEREAS, on June 18, 2025, the City Council of the City of Madera considered a request by the Greater Madera Kiwanis (Kiwanis) to provide financial assistance up to $5,000 for the 4th of July Community Event; and
WHEREAS, the Kiwanis have planned and organized this annual community event, providing citizens of Madera and neighboring areas a place to celebrate; and WHEREAS, the event has various expenses, including venue rental, permits from the State Fire Marshall, and the firework display; and
WHEREAS, the Kiwanis have fundraised and partnered with other organizations but may not receive sufficient capital to fund all the event expenses; and WHEREAS, the City Council finds it is in the best interest of the City to approve the requested financial assistance to the Kiwanis; and
WHEREAS, this request provides a public benefit to the community.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA hereby resolves, finds, determines and orders as follows:
1. The foregoing recitals are true and correct and incorporated herein by reference.
2. The City Council does hereby authorize payment from the City’s General Fund fund balance to the Kiwanis for the 4th of July Community Event, in an amount not to exceed $5,000.
3. This resolution is effective immediately upon adoption. * * * * * * * *
RESOLUTION NO. 25-______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA,
CALIFORNIA, AUTHORIZING AND APPROVING AMENDMENTS TO THE CITY OF MADERA FISCAL YEAR 2024/2025 BUDGET
WHEREAS, the City of Madera has an Adopted Budget for Fiscal Year 2024/2025; and WHEREAS, the amendments to the City of Madera Fiscal Year 2024/2025 Budget, listed in Exhibit A, attached hereto, are necessary to account for payment to the Greater Madera Kiwanis for the 4th of July Community Event.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA hereby resolves, finds, determines, and orders as follows:
1. The above recitals are true and correct.
2. The appropriations for the items listed in Exhibit A, attached hereto, are approved.
3. The City Clerk is authorized and directed to forward a copy of the resolution to the Director of Financial Services who is authorized to take such action as necessary to implement the terms of this resolution.
4. This resolution is effective immediately upon adoption. * * * * * * * *
ORG OBJECT
FUND CODE CODE DESCRIPTION (+) (-)
GENERAL FUND
1020 10200000 4900 Budgetary Carryover 5,000
1020 10202000 6409 Community Outreach 5,000
TOTALS 5,000 5,000
EXHIBIT A
CITY OF MADERA FISCAL YEAR 2024/25 BUDGET APPROPRIATION FOR THE 4TH OF JULY COMMUNITY EVENT
RESOLUTION NO. 25-______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA WAIVING THE FEES TO COVER COSTS OF POLICE SERVICES FOR THE 4TH OF JULY
COMMUNITY EVENT FOR THE GREATER MADERA KIWANIS IN THE
AMOUNT OF $2,068
WHEREAS, on June 18, 2025, the City Council of the City of Madera considered a request by the Greater Madera Kiwanis (Kiwanis), to waive the fees to cover costs relating to the 4th of July Community Event; and
WHEREAS, the Kiwanis have planned and organized this annual community event providing citizens of Madera and neighboring areas a place to celebrate; and WHEREAS, the City fees for police services are $2,068; and WHEREAS, the City Council finds it is in the best interest of the City to approve the waiver of fees; and
WHEREAS, this request provides a public benefit to the community.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA hereby resolves, finds, determines and orders as follows:
1. The foregoing recitals are true and correct and incorporated herein by reference.
2. The Council finds that the waiver of fees as set forth in this resolution serves a public purpose and is in the best interest and welfare of the City and its residents.
3. The City Council does hereby waive the City fees requested by the Kiwanis, in the amount of $2,068 associated with the 4th of July Community Event.
4. This resolution is effective immediately upon adoption. * * * * * * * *
Greater Madera Kiwanis
4th of July 202 Event
Madera FairGrounds
Madera, Ca 93637
Mayor and Fellow Council Members,
On behalf of the Greater Madera Kiwanis, we respectfully request waiving the costs associated with the Police Department’s services for the 4th of July 202 Event ,Q DGGLWLRQ ZH DUH UHTXHVWLQJ XS WR LQ ILQDQFLDO DVVLVWDQFH IRU H[SHQVHV UHODWHG WR WKH HYHQW This year's event will take place on )ULGD\ July 4th , 202. This is the WKLUG year the Kiwanis Club is hosting the community event in order to help reduce the financial burden placed on the city in previous years.
This event has been traditionally held at the Madera Municipal Golf Course bringing large numbers of people out to enjoy a day of festivities and an amazing fireworks display. In an effort to expand and improve the experience we ZLOO RQFH DJDLQ KRVW the event DW the Madera FairJrounds.
We would like to thank everyone for their time and consideration in helping bring together this amazing event.
Respectfully,
%UHWW 0RJOLD
President of Greater Madera Kiwanis Club
REPORT TO CITY COUNCIL
Approved by: Council Meeting of: June 18, 2025
_________________________________ Agenda Number: ___________ Will Tackett, Community Development Director
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Consider an Amendment to the Professional Services Agreement with Fire Safety Solutions RECOMMENDATION:
Adopt a resolution of the Council of the City of Madera approving a Third Amendment to the Professional Services Agreement with Fire Safety Solutions, INC. for Building and Fire Plan Review and Inspection Services
SUMMARY:
The City of Madera (City) and Fire Safety Solutions, INC (formerly Fire Safety Solutions, LLC). (Consultant) are parties to an effective Professional Services Agreement (Agreement) approved by the Madera City Council on February 20, 2008, through passage of Madera City Council Resolution No. 08-38.
The Second Amendment is set to expire on July 1, 2025. City and Consultant desire to enter into this Third Amendment in order continue meeting customer and industry expectations and timeliness for delivery of Building Department plan review and inspection services.
Building Department staff have prepared the Third Amendment to the Professional Services Agreement by and between the City of Madera and Fire Safety Solutions (Third Amendment), included as Exhibit A to the Resolution attached to this report, in order to set forth and approve amendments to include a proposed term/expiration date of January 1, 2026, for the Agreement.
BACKGROUND:
The original Agreement did not include a sunset clause or length of term relative to an expiration date, number of effective years, or not-to-exceed compensation limitation. Therefore, the First Amendment included a term/expiration date of January 1, 2025, for the Agreement. The Second B-20
Amendment included a six-month extension resulting in a term/expiration date of July 1, 2025, for the Agreement. Now, this Third Amendment proposes an additional six-month extension resulting in a term/expiration date of January 1, 2026, for the Agreement.
Section 6.7 of the Agreement allows City and Fire Safety Solutions to effectuate modifications or amendments to the Original Professional Services Agreement only by a subsequent written agreement signed by both parties. Staff and Consultant have discussed the revised terms presented in this Third Amendment, to which the Consultant is agreeable. Except as amended with respect to the term/expiration date of the Agreement (i.e., six-month extension), all other terms and conditions of the Agreement, Amendment No. 1 and Amendment No. 2 will remain in full force and effect.
Workload volumes and staff resources require supplemental contracted consultant services in order to meet customer and industry expectations and timeliness for delivery of Building Department plan review and inspection services. Fire Safety Solutions has performed its duties and scope of services in an exemplary manner and has invested time and effort in building a positive reputation and rapport with the City of Madera’s customers. Staff recommend the Council approve the proposed Third Amendment in accordance with the terms and spirit of the provisions of the original agreement. Such approval will help the City ensure Building Department services may continue to be provided in a qualitative manner for its customers.
FINANCIAL IMPACT:
There is no fiscal impact associated with the recommended action. Utilization of professional contracted services was anticipated and budgeted by the Building Department in the approved City of Madera 2024/25 Fiscal Year budget; and sufficient funding has been proposed for purposes of the City of Madera 2025/2026 Fiscal Year budget.
ALTERNATIVES:
The Council may propose any such alternative terms or provisions in its motion; or, may elect to continue the item (to a future time and date certain) and/or refer the item back to staff, with further direction or requests for additional information, negotiations, or amendments.
ATTACHMENTS:
1. Resolution approving a Third Amendment to the Professional Services Agreement with Fire Safety Solutions, INC. for Building and Fire Plan Review and Inspection Service; including:
Exhibit A: Third Amendment to the Professional Services Agreement by and between City of Madera and Fire Safety Solutions
ATTACHMENT 1
Resolution Approving a Third Amendment to the Professional Services Agreement with Fire Safety Solutions, INC. for Building and Fire Plan Review and Inspection Service
Including:
Exhibit A: Third Amendment to the Professional Services Agreement by and between City of Madera and Fire Safety Solutions RESOLUTION NO. ______
A RESOLUTION OF THE COUNCIL OF THE CITY OF MADERA, CALIFORNIA,
APPROVING A THIRD AMENDMENT TO THE PROFESSIONAL SERVICES AGREEMENT WITH FIRE SAFETY SOLUTIONS, INC. FOR BUILDING AND FIRE PLAN REVIEW AND INSPECTION SERVICES.
WHEREAS, the City of Madera is committed to protecting public health, safety, welfare and environment, and as such, desires to provide professional fire and building plan review and inspection services; and
WHEREAS, existing staff persons are not available to provide the full range of services necessary to perform all duties related to professional fire and building plan review and inspection services; and
WHEREAS, the City of Madera (the “City”) and Fire Safety Solutions, INC. (formerly Fire Safety Solutions, LLC). (the “Consultant”) are parties to that certain Professional Services Agreement, approved by the Madera City Council on February 20, 2008, through passage of Madera City Council Resolution No. 08-38, and subsequently executed (the “Professional Services Agreement”); and
WHEREAS, the provisions of the Professional Services Agreement allow City and the Consultant to effectuate modifications or amendments to the Professional Services Agreement only by a subsequent written agreement signed by both parties; and WHEREAS, the City and Consultant desire to enter into a Third Amendment to the Professional Services Agreement (the “Third Amendment”) in order to set forth and approve amendments to include a proposed term/expiration date of the Agreement; and WHEREAS, approval of the Third Amendment to the Professional Services Agreement by and between the City and Consultant would continue to ensure City availability to sufficient resources to continue to provide for these services; and WHEREAS, sufficient monies exist within budgeted Contracted Services funds reserved for use by the Building Department.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Madera as follows:
1. The above recitals are true and correct.
2. The City Council approves the attached Third Amendment to the Professional Services Agreement by and between the City of Madera and Fire Safety Solutions INC., to perform professional fire and building plan review and inspection services(Exhibit “A”) and authorizes the Mayor to execute the same.
3. This Resolution is effective immediately upon adoption. * * * * *
Attachments:
Exhibit “A”: Third Amendment to the Professional Services Agreement by and between the City of Madera and Fire Safety Solutions, INC.
EXHIBIT A
THIRD AMENDMENT
TO THE PROFESSIONAL SERVICES AGREEMENT BY AND
BETWEEN CITY OF MADERA AND FIRE SAFETY SOLUTIONS
This Third Amendment to the Professional Services Agreement by and between the City of Madera and Fire Safety Solutions, LLC (the “Third Amendment”) is entered into by and between the CITY OF MADERA, a municipal corporation, organized and existing pursuant to the laws of the State of California and the City of Madera (the “City” or “Agency”), on the one hand, and FIRE SAFETY SOLUTIONS, INC. (formerly Fire Safety Solutions, LLC) on the other hand and hereinafter referred to as the “Consultant”.
This Third Amendment shall become effective upon the final signature date of execution by both parties (the “Third Amendment Date”). The City and Consultant enter into this Third Amendment with reference to the following facts:
R E C I T A L S
A. City and Consultant are parties to that certain Professional Services Agreement, dated as of February 20, 2008, that was passed, adopted, and recorded in the Official Records of City of Madera, on February 20, 2008, as Resolution No. 08-38 (the “Original Professional Services Agreement”).
B. Section 6.7 of the Professional Services Agreement allows City and the Consultant to effectuate modifications or amendments to the Original Professional Services Agreement only by a subsequent written agreement signed by both parties.
C. The parties subsequently entered into a Second Amendment, and the Original Professional Services Agreement as amended is set to expire on July 1, 2025.
D. City and Consultant desire to enter into this Third Amendment in order to extent the term/expiration date of the Original Professional Services Agreement as amended.
NOW THEREFORE, with reference to the above Recitals, the City and Consultant agree as follows:
A G R E E M E N T
1. Recitals. Each and all of the foregoing recitals of background facts are incorporated herein by this reference as though set forth herein verbatim.
2. Term of Amended Professional Services Agreement. Section 4.2 (Term of Contract) is added to Article 4 (TERMINATION) of the Original Professional Services Agreement to read in its entirety as follows:
4.2 Term of Contract
If not previously terminated, the term of this Agreement shall automatically expire and terminate on January 1, 2026, unless extended in writing by mutual consent of the Parties.
3. Conflict. Except as expressly provided in this Third Amendment the remaining terms of the Original Professional Services Agreement as amended by the First Amendment and as amended by the Second Amendment shall remain in full force and effect.
4. Binding and Effective. This Third Amendment shall become binding and effective as of June 18, 2025.
[SIGNATURES ARE ON THE FOLLOWING PAGES]
IN WITNESS WHEREOF, the parties have executed this Third Amendment at Madera, California, on the day and year first above written.
FIRE SAFETY SOLUTIONS:
By: ____________________________
Matthew S. Tarr, CEO
Date: ______________________
Number: ________________________
Federal Employer Identification
CITY OF MADERA:
By:
____________________________
CeceOiD Gallegos, Mayor
Date: ______________________
Attest:
___________________________
$OiFiD*RQ]DOHVCity Clerk
Approved as to Form:
___________________________
6hDQQRQ&hDIIiQCity Attorney
REPORT TO CITY COUNCIL
Approved by: Council Meeting of: June 18, 2025
____________________________________ Agenda Number: ___________ Michael Lima, Director of Financial Services
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Consideration of an Agreement with Flexlynqs, LLC for consultation services for the preparation of a Micro-Transit Feasibility Study
RECOMMENDATION:
Adopt a Resolution approving an Agreement with Flexlynqs, LLC and the City of Madera to provide consulting services for the preparation of a Micro-Transit Feasibility Study in the amount of $198,505.
SUMMARY:
The City released a Micro-Transit Feasibility Study Request for Proposals (RFP) to assess its current transit systems and determine the feasibility of implementing micro-transit services to address developing transit needs.
In accordance with local procurement policies, the City completed the procurement process for contracting services. As a result of the process, staff recommends awarding a contract with Flexlynqs, LLC. for consultation services in developing a Micro-Transit Feasibility Study.
DISCUSSION:
The City released a Request for Proposals (RFP), No. 202425-10, on January 8, 2025, soliciting bids to provide consulting services for the development of a micro-transit feasibility study to serve as a framework for the possible implementation of a micro-transit service, either in conjunction with the existing fixed route service or as a stand-alone service, to serve the mass transit needs of Madera’s residents. This study aims to identify and address service gaps in the current fixed route system, optimize cost-effectiveness by looking at either alternative models or enhancements to the existing system, and improve user satisfaction. The goal of the study is to deliver an adaptive and responsive transit system for the community.
D-1
The City sought a consultant with expertise in reviewing transit systems, synthesizing systemic data, and delivering appropriate enhancements for all elements of its Madera Metro transit system:
Fixed Route
ADA Paratransit
Demand-Response (Dial-A-Ride)
Scope of Work
RFP respondents were requested to address the following items:
1. Existing Conditions Analysis – Evaluate existing transit service conditions, policies and procedures.
2. Option Development – Identify potential service options such as service types, operating areas (zones), operating times, service frequency.
3. Stakeholder Engagement – Hold in-person meetings, online surveys and online events/meetingsto obtain feedback from residents in the type of transit system they wish to utilize.
4. Option Refinement – Develop transit options in the context of user feedback and analysis of the current system’s data to make final recommendations on aspects such as service areas, roues, service frequency, operating hours, operating costs, vehicle requirements and rideshare estimates as appropriate.
5. Development of an Implementation Plan – Present final data and recommendations.
Procurement
The RFP was posted on the City’s website, published in the Madera Tribune and posted on the City’s online bidding platform, PlanetBids. Staff also contacted two vendors via email to advise them of the RFP opportunity. The proposal was sent to all 16 firms that were registered with the City on PlanetBids and an additional 239 that were registered with other agencies. Twenty-five (25) vendors downloaded the RFP. A pre-proposal meeting was held on January 15, 2025, where seven firms were in attendance. Twenty-two (22) vendors indicated that they would submit a proposal. Ultimately, four proposals were received.
Four firms who did not submit a proposal voluntarily shared their rationale for not engaging in the RFP:
Two stated they did not have the time to take on a new project. One stated they were not positioned to pursue this as a prime contractor and presented a potential conflict of interest with other concurrent transit projects with the City. One stated not having determined whether to bid but offered if they would, it would be as a subcontractor.
The four proposals received were reviewed by an evaluation panel with scores shared on Friday, April 4, 2025. The top three scoring firms were invited to participate in the mandatory oral interviews and share a presentation with the evaluation panel. Before interviews were held, one firm retracted its proposal citing staffing constraints. The two remaining firms met with the evaluation team and shared a proposal presentation. The following tables provide summarized information of the evaluation process.
Table 1 lists the names of the evaluation panel.
Table 1: Evaluation Panel
Name Title
Marcela Zuniga Grants Administrator
Xochitl M. Villaseñor Program Manager
Randy Collins Fleet Manager
Gary Price IT Director
Mike Lima Director of Financial Services
Table 2 provides a summary of the Cost Proposals for the final two contenders.
Finally, Table 3 provides a summary of the final evaluation scores for the top two contenders who completed the evaluation process.
Based on the combined scores between the Proposal and Oral Interview, Flexlynqsscored slightly higher. However, their cost proposal is also higher than Via Mobility, LLC. Deciding factors in proposing the contract award to Flexlynqs include:
1. Flexlynqs demonstrated a strong focus in their interest in working with small agencies to deploy mobility options that best serve the needs of the community.
2. Flexlynqs is partnering with the Southwest Strategies Group to complete the community engagement/local marketing outreach component of the study. The lead community engagement staff member is a Madera County resident. During the oral interview, it Table 2: Summary of Cost Proposals
Consultant Cost Proposal
Flexlynqs, LLC $198,505
Via Mobility, LLC $173,500
Table 3: Summary of Proposer Evaluations
Proposers Weighted
Totals Rank Interview Scores
Combined
Scores
Final
Rank
Flexlynqs, LLC 71.74 3 85.87 157.61 1
Via Mobility, LLC 71.75 2 84.53 156.28 2
became clear that the community engagement staff are familiar with Madera’s community zones and residents. The Southwest Strategies Group is currently working with Madera County in updating their Regional Transportation Plan (RTP).
3. Flexlynqs is a certified Disadvantaged Business Enterprise (DBE). All recipients of Federal Transit Administration (FTA) funds are required to demonstrate efforts in supporting DBE’s.
4. The work plan/methodology proposed by Flexlynqs is designed to include compliance with specific FTA reporting requirements including: (1) the National Transit Database (NTD), and (2) Americans with Disabilities (ADA)/ Paratransit.
Therefore, Flexlynqs was determined to be the highest and most qualified consulting firm to develop the City’s Micro-Transit Feasibility Study.
Cost Proposal and Timeline
Flexlynqs will begin implementation of their proposal (Attachment B) immediately upon Council approval. If approved, the expected completion date is June 2026. As mentioned previously, the cost proposed by Flexlynqs is $198,505.
The proposal includes:
1. Project Management
2. Analysis of Existing Conditions
3. Option Development
4. Stakeholder Engagement
5. Option Refinement
6. Final Report
Agreement Negotiations
In the RFP proposal submitted by Flexlynqs, two exceptions to the Agreement were requested.
After review by City staff, the following item was negotiated.
1. Minimum Scope of Limits of Insurance - The Agreement was updated to allow combining the umbrella policy with the general liability and auto liability to meet the requested limits.
FINANCIAL IMPACT:
Transit expenses and personnel time are paid for by Federal Transit Authority, State of California, and local annual allocations of State of Good repair, Low Carbon Transit Operations Program, Local Transportation Fund, and Measure T monies. The proposed agreement with Flexlynqs will be paid for with Measure T funds and will not impact the City’s General Fund.
ALTERNATIVES:
As an alternative, Council may:
1. Not approve the proposed Agreement.
2. Direct staff to re-release RFP for consultation services to develop a Micro-Transit Feasibility Study.
ATTACHMENTS:
1) Resolution Approving the Micro-Transit Feasibility Study Agreement a) Exhibit 1 – Micro-Transit Feasibility Study Agreement i) Exhibit A – RFP No. 202425-10 Document
ii) Exhibit B – Flexlynqs, LLC Proposal
RESOLUTION NO. 25 -
A RESOLUTION OF THE CITY COUNCIL, OF THE CITY OF MADERA,
CALIFORNIA, APPROVING AN AGREEMENT FOR CONSULTATION SERVICES WITH FLEXLYNQS, LLC. FOR THE DEVEOPMENT OF A MICRO-TRANSIT FEASIBILITY STUDY IN THE AMOUNT OF $198,505
WHEREAS, the City needs the services of a qualified consultant to develop a Micro-Transit Feasibility Study, hereinafter called “Project”; and
WHEREAS, the City requires the services of a professional consulting firm to develop the Project, and
WHEREAS, the City issued a Request for Proposal on January 8, 2025, to find a firm that would develop the Project; and
WHEREAS, City staff evaluated the responses to the Request for Proposals and held interviews with two top respondents; and
WHEREAS, City staff determined that Flexlynqs LLC was the most responsive and responsible bidder for the Project; and
WHEREAS, Flexlynqs LLC. is qualified to provide the required consultation services and is knowledgeable of the principles and practices of the industry; and WHEREAS, the City desires to enter into an Agreement with Flexlynqs LLC for professional consultation services effective June 18, 2025, for a 12-month period ending on June 30, 2026.
NOW, THEREFORE, the City Council of the City of Madera finds, determines, resolves and orders as follows:
1. The Recitals listed above are true and correct.
2. The Council approves the Agreement for Consultation Services for a Micro-Transit Feasibility Study which is attached hereto and incorporated by reference as Exhibit A.
3. This Resolution is effective immediately upon adoption. *****
Exhibit A
AGREEMENT FOR CONSULTANT SERVICES
BETWEEN THE CITY OF MADERA AND
FLEXLYNQS, LLC.
This Agreement is made and entered into this 18th day of June 2025 by and between the CITY OF MADERA, a public agency, hereinafter referred to as “CITY,” and Flexlynqs, LLC. hereinafter referred to as “CONSULTANT” for consultation services to develop a Micro-Transit Feasibility Study, hereinafter referred to as “PROJECT.”
RECITALS
WHEREAS, CITY needs the services of a qualified consultant to develop a Micro-Transit Feasibility Study; and
WHEREAS, CITY requires the services of a professional consulting firm to develop the PROJECT, and the CITY engaged in a Request for Proposal on January 8, 2025; and WHEREAS, Flexlynqs LLC. is qualified to provide the required consultation services and is knowledgeable of the principles and practices of the industry; and WHEREAS, CITY desires to enter into an Agreement with Flexlynqs LLC for professional consultation services effective June 18, 2025, for a twelve-month period ending June 30, 2026.
NOW, THEREFORE, in consideration of the promises and mutual agreements herein, CITY and CONSULTANT agree as follows:
AGREEMENT
1. SERVICES OF CONSULTANT
CONSULTANT shall perform, to the satisfaction of CITY in accordance with this Agreement, the services described in the “Proposal” attached hereto as Exhibit A and incorporated by herein by this reference. CONSULTANT shall, at all times faithfully, competently and to the best of its ability, experience, and talent, perform all the services described herein.
2. AGREEMENT TERM
CONSULTANT shall commence the Services upon CITY’S issuance of a written "Notice to Exhibit A
Proceed" and shall continue in full force and effect for eight (8) months unless otherwise terminated by the CITY.
a. Continuity of Personnel. CONSULTANT shall make every reasonable effort to maintain the stability and continuity of CONSULTANT's staff and subcontractors assigned to perform the Services under this Agreement. CONSULTANT shall notify CITY of any changes in CONSULTANT's staff and subcontractors assigned to perform the Services under this Agreement.
b. Additional Services. CONSULTANT shall not be compensated for any services rendered in connection with its performance of this Agreement which are in addition to or outside of those set forth in this Agreement or listed in Exhibit A unless such additional services are authorized in advance and in writing by the City Manager of CITY. CONSULTANT shall be compensated for any such additional services in the amounts and in the manner agreed to by the CITY and CONSULTANT.
3. COMPENSATION
The total compensation for the work tasks itemized in Exhibit B, Cost Proposal is $198,505. a. Subject to any limitations set forth in this Agreement, CITY and CONSULTANT agree on the price shown Exhibit B, incorporated herein by this reference, and will remain in effect until the date of expiration of Agreement.
b. Each month, CONSULTANT shall invoice CITY for all work performed and expenses incurred during the preceding month. The invoice shall detail charges by the following categories:
labor (by subcategory), travel, materials, equipment,supplies, and sub-consultant contracts. c. CITY shall independently review each invoice submitted by CONSULTANT to determine whether the work performed, and expenses incurred are in compliance with the provisions of this Agreement. The invoiced amount shall be paid within 30 calendar days unless CITY disputes any charges or expenses. If any charges or expenses are disputed, CITY shall pay the undisputed amount and notify CONSULTANT of the nature and amount of the disputed charge or expense. The parties shall seek to resolve the disputed items(s) by mutual agreement.
Exhibit A
d. Payment to CONSULTANT for work performed under this Agreement shall not be deemed to waive any defects in work performed by CONSULTANT.
4. INDEPENDENT CONTRACTOR STATUS
CONSULTANT and its subcontractors shall perform the Services as independent contractors and not as officers, employees, agents, or volunteers of CITY. Nothing contained in this Agreement shall be deemed to create any contractual relationship between CITY and CONSULTANT’s employees orsubcontractors, norshall anything contained in this Agreement be deemed to give any third party, including but not limited to CONSULTANT’s employees or subcontractors, any claim or right of action against CITY. Neither the CITY nor any of its employees shall have any control over the manner, mode, or means by which CONSULTANT or its agents or employees perform the services under this Agreement.
5. QUALIFICATIONS AND PROFESSIONAL STANDARDS
CONSULTANT represents and warrants that it has the qualifications, experience, and facilities necessary to properly perform the services required under this Agreement in a thorough, competent, and professional manner. In meeting its obligations under this Agreement, CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing services similar to those required of CONSULTANT under this Agreement. CONSULTANT represents that to the extent CONSULTANT utilizes subcontractors, such subcontractors are, and will be, qualified in their fields. CONSULTANT also expressly represents that both CONSULTANT and its subcontractors, if any, are now, and will be throughout their performance of the Services under this Agreement, properly licensed or otherwise qualified and authorized to perform the Services required and contemplated by this Agreement. CONSULTANT and its subcontractors, if any, shall utilize the standard of care and skill customarily exercised by members of their profession, shall use reasonable diligence and best judgment while performing the Services, and shall comply with and keep themselves informed of all applicable laws and regulations.
Exhibit A
6. IDENTITY OF SUBCONTRACORS AND SUB-CONSULTANTS
CONSULTANT shall, before commencing any work under this Agreement, provide to CITY in writing:
a. The identity of all subcontractors and sub-consultants (collectively referred to as "subcontractors"), if any, which CONSULTANT intends to utilize in CONSULTANT's performance of this Agreement; and
b. Detailed description of the full scope of work to be provided by such subcontractors.
CONSULTANT shall only employ subcontractors pre-approved by CITY and in no event shall CONSULTANT replace an approved subcontractor without the advance written permission of CITY, with the understanding that CITY’s permission will not be unreasonably withheld.
Notwithstanding any other provisionsin this Agreement, CONSULTANT shall be liable to CITY for the performance of CONSULTANT's subcontractors.
7. SUBCONTRACTOR PROVISIONS
CONSULTANT shall include in its written agreements with its subcontractors, if any, provisions which:
a. Impose upon the subcontractors the obligation to provide to CITY the same insurance and indemnity obligations that CONSULTANT owes to CITY;
b. Make clear that CITY intends to rely upon the reports, opinions, conclusions, and other work product prepared and performed by subcontractors for CONSULTANT; and c. Compliance with all laws and certifications as required under this Agreement.
8. POWER TO ACT ON BEHALF OF CITY
CONSULTANT shall not have any right, power, or authority to create any obligation, express or implied, or make representations on behalf of CITY except as may be expressly authorized in advance in writing from time to time by CITY and then only to the extent of such authorization.
9. RECORD KEEPING/REPORTS
CONSULTANT shall keep complete records showing the type of Services performed.
CONSULTANT shall be responsible and shall require its subcontractors to keep similar records.
CITY shall be given reasonable access to the records of CONSULTANT and its subcontractors for Exhibit A
inspection and audit purposes. CONSULTANT shall provide CITY with a working draft of all reports and a copy of all final reports prepared by CONSULTANT under this Agreement.
10. OWNERSHIP AND INSPECTION OF DOCUMENTS
All data, tests, reports, documents, conclusions, opinions, recommendations, and other work product generated by or produced for CONSULTANT or itssubcontractorsin connection with the Services, regardless of the medium, including physical drawings and materials recorded on computer discs (“Work Product”), shall be and remain the property of CITY. CITY shall have the right to use, copy, modify, and reuse the Work Product as it sees fit. Upon CITY’s request, CONSULTANT shall make available for inspection and copying allsuch Work Product and all Work Product shall be turned over to CITY promptly at CITY’s request or upon termination of this Agreement, whichever occurs first. CONSULTANT shall not release any Work Product to third parties without prior written approval of the City Manager. This obligation shall survive termination of this Agreement and shall survive for four (4) years from the date of expiration or termination of this Agreement.
11. CONFIDENTIALITY
All data, reports, conclusions, opinions, recommendations, and other work product prepared and performed by and on behalf of CONSULTANT in connection with the Services performed pursuant to this Agreement shall be kept confidential and shall be disclosed only to CITY, unless otherwise provided by law or expressly authorized by CITY. CONSULTANT shall not disclose or permit the disclosure of any confidential information acquired during performance of the Services, except to its agents, employees, affiliates, and subcontractors who need such confidential information in order to properly perform their duties relative to this Agreement.
CONSULTANT shall also require its subcontractors to be bound to these confidentiality provisions.
12. CITY NAME AND LOGO
CONSULTANT shall not use CITY’s name or insignia, photographs relating to the CITY projects for which CONSULTANT’s services are rendered, or any publicity pertaining to the CONSULTANT’s Exhibit A
services under this Agreement in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of CITY.
13. CONFLICTS OF INTEREST
CONSULTANT warrants that neither CONSULTANT nor any of its employees have an interest, present or contemplated, which would conflict in any manner with the interests of the CITY, or which would in any way hinder CONSULTANT’s performance of services under this Agreement.
CONSULTANT covenants that no person having any such interest, whether an employee or subcontractor shall perform the Services under this Agreement. During the performance of the Services, CONSULTANT shall not employ or retain the services of any person who is employed by the CITY or a member of any City Board or Commission. CITY understands and acknowledges that CONSULTANT is, as of the date of execution of this Agreement, independently involved in the performance of non-related services for other governmental agencies and private parties.
CONSULTANT is unaware of any stated position of CITY relative to such projects. Any future position of CITY on such projects shall not be considered a conflict of interest for purposes of this section. CITY understands and acknowledges that CONSULTANT will, perform non-related services for other governmental agencies and private parties following the completion of the Services under this Agreement, and any such future service shall not be considered a conflict of interest for purposes of this section.
14. NON-LIABILITY OF OFFICERS AND EMPLOYEES
No officer or employee of CITY shall be personally liable to CONSULTANT, or any successors in interest, in the event of a default or breach by CITY for any amount which may become due CONSULTANT or its successor, or for any breach of any obligation under the terms of this Agreement.
15. CITY RIGHT TO EMPLOY OTHER CONSULTANTS
This Agreement is non-exclusive with CONSULTANT. CITY reserves the right to employ other consultants in connection with the Services.
Exhibit A
16. TERMINATION OF AGREEMENT
This Agreement shall terminate upon completion of the Services, or earlier pursuant to the following.
a. For Convenience of City. This Agreement may be terminated by CITY at its discretion upon thirty (30) days prior written notice to CONSULTANT.
b. For Breach of Either Party. If for any cause either party fails to fulfill in a timely and proper manner its obligations under this Agreement (the “breaching party”), the other party (the “terminating party”) shall have the right to terminate the Agreement by giving not less than five (5) working days’ written notice to the breaching party of the intent to terminate and specifying the effective date thereof. The terminating party shall, however, provide the breaching party with a detailed statement of the grounds for termination. This statement shall include, as appropriate, references to specific provisions of this Agreement, dates, dollar amounts and other information relevant to the decision to terminate for cause.
c. Compensation to Consultant Upon Termination. In the event termination is not due to fault attributable to CONSULTANT and provided all other conditions for payment have been met, CONSULTANT shall be paid compensation forservices performed prior to notice of termination. As to any phase partially performed but for which the applicable portion of CONSULTANT's compensation has not become due, CONSULTANT shall be paid the reasonable value of its services provided. However, in no event shall such payment when added to any other payment due under the applicable part of the work exceed the total compensation of such part asspecified in Section 3 herein. In the event of termination due to CONSULTANT’s failure to perform in accordance with the terms of this Agreement through no fault of CITY, CITY may withhold an amount that would otherwise be payable as an offset to CITY's damages caused by such failure.
d. Effect of Termination. Upon receipt of a termination notice (or completion of this Agreement), CONSULTANT shall: (i) promptly discontinue all Services affected (unless the notice directs otherwise); and (ii) deliver or otherwise make available to the CITY, without additional compensation, all data, documents, procedures, reports, estimates,summaries, and such other information and materials as may have been accumulated by the Exhibit A
CONSULTANT in performing this Agreement, whether completed or in process. Following the termination of this Agreement for any reason whatsoever, CITY shall have the right to utilize such information and other documents, or any other works of authorship fixed in any tangible medium of expression, including but not limited to physical drawings, data magnetically or otherwise recorded on computer disks, or other writings prepared or caused to be prepared under this Agreement by CONSULTANT. CONSULTANT may not refuse to provide such writings or materials for any reason whatsoever.
17. INSURANCE
CONSULTANT shall obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit C attached hereto and incorporated herein by this reference. All insurance policies shall be subject to CITY approval as to form and content.
CONSULTANT shall provide CITY with copies of required certificates of insurance upon request.
18. INDEMNITY AND DEFENSE
CONSULTANT shall indemnify, defend, and hold harmless the CITY, its officers, employees, agents and volunteers (“CITY indemnitees”), from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the CONSULTANT’s performance of its obligations under this agreement or out of the operations conducted by CONSULTANT, except for such loss or damage arising from the sole negligence or willful misconduct of the CITY. In the event the CITY indemnitees are made party to any action, lawsuit, or other adversarial proceeding arising from CONSULTANT’s performance of this agreement, the CONSULTANT shall provide a defense to the CITY indemnitees, or at the CITY’s option, reimburse the CITY indemnitees their costs of defense, including reasonable legal counsels’ fees, incurred in defense of such claims.
19. COMPLIANCE WITH ALL LAWS
CONSULTANT shall be familiar with and shall comply with all CITY, State, and Federal laws and regulations applicable to the work to be performed under this Agreement. In providing the services required under this Agreement, CONSULTANT shall at all times comply with all Exhibit A
applicable laws, regulations, and resolutions of the United States, the State of California, and the City of Madera now in force and as they may be enacted, issued, or amended during the term of this Agreement.
Where the services provided pursuant to the Agreement are funded by a federal program, CONSULTANT certifies and agrees that CONSULTANT will comply with the Federal Government Contract Clauses attached hereto as Exhibit D and incorporated herein by this reference.
20. ASSIGNMENT
Neither this Agreement nor any duties or obligations hereunder shall be assignable by CONSULTANT without the prior written consent of CITY. In the event of an assignment to which CITY has consented, the assignee shall agree in writing to personally assume and perform the covenants, obligations, and agreements herein contained. In addition, CONSULTANT shall not assign the payment of any monies due CONSULTANT from CITY under the terms of this Agreement to any other individual, corporation or entity. CITY retains the right to pay any and all monies due CONSULTANT directly to CONSULTANT.
21. FORM AND SERVICE OF NOTICES
All notices required or permitted to be given under this Agreement shall be in writing and shall be personally delivered, or sent by certified mail, postage prepaid and return receipt requested, addressed as follows:
If to CITY: Grants Administrator
CITY OF MADERA
205 West 4th Street
Madera, California 93637
If to CONTRACTOR: Santosh Mishra
Flexlynqx, LLC.
39899 Balentine Drive, Suite 200
Newark, CA 94560
Exhibit A
Notice shall be deemed effective on the date personally delivered or transmitted by facsimile, or if mailed, three (3) days after deposit of the same in the custody of the United States Postal Service.
Either party may update their contact information, including but not limited to mailing address, email address, or phone number, at any time by providing written notice to the other party in accordance with the notice provisionsset forth in this Agreement. Such updatesshall take effect upon the other party's receipt of the written notice unless a later effective date is specified in the notice.
22. ENTIRE AGREEMENT
This Agreement, including the attachments and exhibits, represents the entire Agreement between CITY and CONSULTANT and supersedes all prior negotiations, representations, or agreements, either written or oral with respect to the subject matter herein. This Agreement may be amended only by written instrument signed by both CITY and CONSULTANT.
23. SUCCESSORS AND ASSIGNS
This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns.
24. AUTHORITY
The signatories to this Agreement warrant and represent that they have the legal right, power, and authority to execute this Agreement and bind their respective entities.
25. SEVERABILITY
In the event any term or provision of this Agreement is declared to be invalid or illegal for any reason, this Agreement will remain in full force and effect and will be interpreted asthough such invalid or illegal provision were not a part of this Agreement. The remaining provisions will be construed to preserve the intent and purpose of this Agreement, and the parties will negotiate in good faith to modify any invalidated provisions to preserve each party’s anticipated benefits.
Exhibit A
26. APPLICABLE LAW AND INTERPRETATION AND VENUE
This Agreement shall be interpreted in accordance with the laws of the State of California. The language of all parts of this Agreement shall, in all cases, be construed as a whole, according to its fair meaning, and not strictly for or against either party. This Agreement is entered into by CITY and CONSULTANT in the County of Madera, California. Thus, in the event of litigation, the venue shall only lie with the appropriate state or federal court in Fresno County.
27. ATTORNEY’S FEES
If either party is required to commence any proceeding or legal action to enforce or interpret any term, covenant, or condition of this Agreement, the prevailing party in such proceeding or action shall be entitled to recover from the other party its reasonable attorneys’ fees and legal expenses.
28. AMENDMENTS AND WAIVER
This Agreement shall not be modified or amended in any way, and no provision shall be waived, except in writing signed by the parties hereto. No waiver of any provision of this Agreementshall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. Failure of either party to enforce any provision of this Agreement shall not constitute a waiver of the right to compel enforcement of the remaining provisions of this Agreement.
29. THIRD PARTY BENEFICIARIES
Nothing in this Agreementshall be construed to confer any rights upon any party not a signatory to this Agreement.
30. EXECUTION IN COUNTERPARTS
This Agreement may be executed in counterparts such that the signatures may appear on separate signature pages. A copy or an original, with all signatures appended together, shall be deemed a fully executed Agreement.
Exhibit A
31. NON-DISCRIMINATION
CONSULTANT shall not discriminate on the basis of any protected class under federal or State law in the provision of the Services or with respect to any CONSULTANT employees or applicants for employment. CONSULTANT shall ensure that any subcontractors are bound to this provision.
A protected class includes, but is not necessarily limited to race, color, national origin, ancestry, religion, age, sex, sexual orientation, marital status, and disability. ///
Exhibit A
IN WITNESS WHEREOF, the CITY and CONSULTANT have executed this Agreement on the date(s) set forth below.
* * * * * * * * * * *
CITY OF MADERA CONSULTANT
Flexlynqs, LLC
By: By:
Cecelia Gallegos, Mayor Santosh Mishra, President & CEO Date: Date:
APPROVE AS TO FORM:
Shannon L. Chaffin, City Attorney
ATTEST:
Alicia Gonzales, City Clerk
Exhibit A
SCOPE OF WORK
Microtransit Feasibilty Study
for the City of Madera
Madera Metro Public Transportation System
Exhibit A
General:
The City is interested in contracting with a Consultant that will conduct and coordinate specified tasks related to the advancement of the Madera Metro Transit system.
The work shall comply with the requirements of all the following without limitation, and shall apply to this RFP and any subsequent contract as though incorporated herein by reference:
Federal laws
State laws
Local laws
Rules and regulations of governing utility districts
Rules and regulations of other authorities with jurisdiction over the procurement of products
Services to be Provided:
Activities will include evaluating existing conditions of existing transit services, identifying potential transit service options, stakeholder engagement, and developing an implementation plan.
Existing Conditions Analysis:
It is critical to understand the baseline conditionsfor transportation services currently in use in Madera before assessing the suitability and applicability of alternate services.
As such, your proposal should reflect your understanding of the MTP that was approved in September 2022 (many of the amenities and route revisions identified in the MTP have been implemented).
The successful proponent will identify how they will examine the existing service function and operating conditions, highlighting methods of analysis where possible.
Maps of our existing service routes are included as supplemental information in Attachment E, Route Maps.
Analysis of existing policies, strategies and plans from the City should be documented and analyzed to ensure that any options that are developed are in line with the City's goals.
Option Development:
Following the results of the existing conditions analysis, if deemed appropriate, transit service options which could help Madera’s transit customers move around the service area should be identified and evaluated. These options will take into consideration different parameters such as, but not limited to:
Exhibit A
Service type (such as door-to-door, or home to a mobility hub, or fixed route) Operating areas (zones)
Operating times
Frequency of services.
If transit service options are not deemed suitable following the existing conditions analysis, an alternative method should be outlined for how best to progress the City's transit network.
Options presented are required to be cognizant of the existing policies, strategies and future committed development and infrastructure upgrades.
Stakeholder Engagement:
Once viable transit service options have been identified, a stakeholder engagement program is required to inform the public and key stakeholder groups and to determine their thoughts and opinions on the options. The Consultant should consider the following:
A. Consultant and City staff will collaborate to identify stakeholders.
B. The Consultant conducts the full engagement process on behalf of the City.
C. The engagement must include at least:
1) In-person events/meetings on different days of the week at different times of day 2) On-line surveys
3) Online events/meetings
Topicsto be covered in the engagement would focus on determining preferences of the types of transit and why they are preferred.
Option Refinement and Recommendations
Following the engagement, the Consultant will outline how to incorporate the results of the stakeholder engagement and refine the proposed options into final recommendations. These should be developed in further detail; covering aspects such as service areas, routes, service frequency and service hours, operating costs, vehicle requirements, and ridership estimates as appropriate. Opportunities for how to fund such a service should also be evaluated; including both federal, provincial, and other funding opportunities that the City could utilize.
The Consultant will be required to comment on the typical operating model for recommended options noting staffing requirements, organizational structure and other organizational components as necessary.
Supplemental Information
Project Management
A project can only be successful through a diligent and effective project management process.
Exhibit A
The successful proposer should demonstrate how they can ensure the project will be completed on time and on budget. A proposed timeline that identifies milestones is required as part of your proposal.
A. This assignment is to be self-managed by the selected Consultant, including all day- to-day decisions, and scheduling of work activities. Requests for information and direction of staff must be made or provided directly by the Consultant’s project manager.
B. The Consultant is required to monitor the estimated project costs from commencement to completion of the work.
C. The City’s Project Manager isto be kept informed of the progress of the work on a regular basis. To this end, the City’s project manager shall be copied on all pertinent correspondence.
D. The City’s Project Manager shall be advised of significant problems and issues arising, including options considered and solutions adopted.
Meetings:
A. All engagement meetings to be held virtually via a web-based video conferencing software with the ability to present documents and allow the attendance of multiple invitees, or in person when appropriate.
B. The Consultant’s Project Manager shall be present at all meetings.
C. The Consultant is required to attend and chair all project meetings, this includes scheduling the meetings with the required attendees and setting agendas.
D. A kick-off meeting is required as mutually agreed upon between the City and the Consultant. This meeting shall occur within ten (10) business days after contract execution.
E. The Consultant shall schedule, chair, and minute a draft report review meeting to review the draft interim and draft final reports.
F. The Consultant may select to schedule a separate meeting in addition to the draft interim report meeting to engage with City staff the requirements for engagement and/or the review of proposed engagement materials. Alternatively, this work can be included in the draft interim report review meeting.
G. Consultant shall prepare and present a presentation to the TAB to present the findings and recommendations from the assessment.
H. The Consultant shall prepare and present presentations to City Council to present the findings and recommendations resulting from the assignment.
Schedule:
Exhibit A
A. The schedule for deliverables and meetings related to the work shall be indicated by the proposer in their submittal.
Deliverables:
A. Interim Report – the interim report shall present all background information, methodology, analysis completed and recommended solutions. Commentary on the risks and challenges or solutions investigated is required. Details of the regulatory and guideline requirements that may impact potential solutions is to be included.
B. Final Report – the final report shall present all the information included within the interim report, engagement results,the option refinement and recommendations and associated enhanced analysis of the refined options.
w1 w2 w3 w4 w1 w2 w3 w4 w1 w2 w3 w4 w5 w1 w2 w3 w4 w1 w2 w3 w4 w5 w1 w2 w3 w4 w1 w2 w3 w4 w1 w2 w3 w4 w5 N/A Project Management
N/A NTP/Kickoff Meeting
N/A Regular Meetings
N/A Invoices and Progress Reports
1 Existing Conditions Analysis
1 Data Collection
1 Policy and Service Review
1 Evaluation of Current Service
1 Initlal Outreach Survey
2 Option Development
2 Modeling
2 Equity Analysis
2 Interim Report and Initial Recommendations
3 Stakeholder Engagement
3 Public Engagement Plan
3 Initiate Virtual Engagement Hub
3 Public Meetings
3 Pop Up Event
3 Virtual Meeting
3 Digital Survey
4 Option Refinement and Recommendations
4 KPI Framework
4 Refinement and Final Recommendations
4 Draft Final Report
4 Final Report
4 Presentation to Council
Feb-26 Mar-26 Task # Tasks Aug-25 Sep-25 Oct-25 Nov-25 Dec-25 Jan-26 Attachment A
RFP 202425-10 Microtransit Feasibility Study
Addendum No. 3, Attachment A, Cost Proposal Form REVISED
FEE PROPOSAL
Santosh
Mishra,
Principal in
Charge
Steve Wilks,
Project Manager
Josh Albertson,
Planning Lead
Jenna Kubiak,
Solutions
Manager
Enter Staffing
Title/Name Here
Enter Staffing
Title/Name Here
Enter Staffing
Title/Name Here
Enter Staffing
Title/Name Here
Enter Staffing
Title/Name Here
Enter Staffing
Title/Name Here
Modeling Leads,
Ontra Mobility
Jessica
Luternauer,
Strategic Counsel,
Southwest
Strategies
Seleyna Mendoza,
Outreach Manager,
Southwest
Strategies
Jordan Baez,
Outreach and
Digital Lead
Graphic Designer,
Southwest
Strategies
Outreach Support,
Southwest
Strategies
200 175 130 130
Enter Hourly Rate
Here
Enter Hourly Rate
Here
Enter Hourly Rate
Here
Enter Hourly Rate
Here
Enter Hourly Rate
Here
Enter Hourly Rate
Here 80 275 175 135 145 115
Task 1: Existing Conditions Analysis
Number of Hours: 16 40 48 16 120 20 0 8 8 0 16 52
Subtotal Cost: 3200 7000 6240 2080 0 0 0 0 0 0 18520 1600 0 1400 1080 0 1840 5920 0 172 24,440.00 $ Task 2: Option Development
Number of Hours: 12 32 40 16 100 260 0 0 0 0 0 260
Subtotal Cost: 2400 5600 5200 2080 0 0 0 0 0 0 15280 20800 0 0 0 0 0 20800 0 360 36,080.00 $ Task 3: Stakeholder Engagement
Task 3A: Virtual Meetings
Number of Hours: 0 16 16 8 40 0 6 17 40 16 29 108
Subtotal Cost: 0 2800 2080 1040 0 0 0 0 0 0 5920 0 1650 2975 5400 2320 3335 15680 8800 148 30,400.00 $ Task 3B:In Person Meetings
Number of Hours: 0 0 0 0 0 0 6 80 62 16 50 214
Subtotal Cost: 0 0 0 0 0 0 0 0 0 0 0 0 1650 14000 8370 2320 5750 32090 2975 214 35,065.00 $ Task 4: Option Refinement & Recommendations
Number of Hours: 24 40 96 44 204 0 0 0 0 0 0 0
Subtotal Cost: 4800 7000 12480 5720 0 0 0 0 0 0 30000 0 0 0 0 0 0 0 0 204 30,000.00 $ Task 5: Interim Report
Number of Hours: 8 24 32 16 80 40 0 0 0 0 0 40
Subtotal Cost: 1600 4200 4160 2080 0 0 0 0 0 0 12040 3200 0 0 0 0 0 3200 0 120 15,240.00 $ Task 6: Final Report
Number of Hours: 16 44 94 32 186 0 0 0 0 0 0 0
Subtotal Cost: 3200 7700 12220 4160 0 0 0 0 0 0 27280 0 0 0 0 0 0 0 0 186 27,280.00 $ Task 7: Miscellaneous Tasks & Contingency (time &
materials)
Number of Hours: 0 0 0 0 0 0 0 0 0 0 0 0
Subtotal Cost: 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 $ - $ 198,505.00
PROPOSAL AUTHORIZATION
Date:
Company Name:
Street Address:
City/State/ZIP:
Federal Tax ID Number:
Person Preparing Proposal:
Title:
Phone Number:
Email Address:
Signature of Person Preparing Proposal:
President and CEO
312-451-7694
[email protected]
Santosh Mishra
2/7/2025
Flexlynqs
39899 Balentine Drive, Suite 200
Newark, CA 94560
93-4828728
Santosh Mishra
TASK/SUBTASK Total Task Hours Total Task Fee
CONSULTANT SUB-CONSULTANT(S)
Consultant Task
Subtotals
Sub-Consultant
Task Subtotals
LABOR/HOURS
TOTAL ALL TASKS:
LABOR/HOURS
Proposer hereby proposes to deliver to and provide services for the City of Madera, in accordance with the published RFP for the following prices. Fee Proposal must include total cost for all labor, material, and supplies (tax included) necessary to provide said services specified in this RFP. If the cost for any of these tasks are included, do not include a cost on that line and make a note that the specific cost is included in the quoted fees. Proposal must be valid for a minimum 180 days following submission.
Direct Costs
(e.g., travel,
vendors)
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Exhibit A
EXHIBIT C
INSURANCE
A. INSURANCE REQUIREMENTS
CONSULTANT shall maintain limits no less than:
General Liability $1,000,000 (including operations, products and completed operations) per occurrence, $2,000,000 general aggregate, for bodily injury, personal injury and property damage, including without limitation, blanket contractual liability. Coverage shall be at least as broad as Insurance Services Office (ISO) Commercial General Liability Coverage Form CG 00 01. General liability policies shall be endorsed using ISO Form CG 20 10 that the CITY and its officers, officials, employees and agents shall be additional insureds under such policies.
Automobile Liability $1,000,000 combined single limit per accident for bodily injury or property damage at least as broad as ISO Form CA 00 01 for all activities of CONSULTANT arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non-owned or rented vehicles. Automobile Liability policies shall be endorsed to provide that the CITY and its officers, officials, employees, and agents shall be additional insureds under such policies. Worker’s Compensation as required by the State of California and $1,000,000 Employer’s Liability per accident for bodily injury or disease. CONSULTANT shall submit to the CITY, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of the CITY, its officers, agents, employees, and volunteers. Professional Liability (Errors & Omissions) $1,000,000 per claim and in the aggregate.
CONSULTANT shall maintain professional liability insurance that insures against professional errors and omission that may be made in performing the Services to be rendered in connection with this Agreement. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement, and CONSULTANT agrees to maintain continuous coverage through a period no less than Exhibit A
three years after completion of the services required by this Agreement. The cost ofsuch insurance shall be included in CONSULTANT’s bid.
Maintenance of Coverage
CONSULTANT shall procure and maintain, for the duration of the contract, insurance against claims for injuries to persons or damagesto property, which may arise from or in connection with the performance of the Work hereunder by CONSULTANT, its agents, representatives, employees, subcontractors or subconsultants as specified in this Agreement.
Proof of Insurance
CONSULTANT shall provide to the CITY certificates of insurance and endorsements, as required, as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers’ compensation. Insurance certificates and endorsements must be approved by the CITY prior to commencement of performance.
Current evidence of insurance shall be kept on file with the CITY at all times during the term of this Agreement. Agency reserves the right to require complete, certified copies of all required insurance policies, at any time.
Acceptable Insurers
All insurance policies shall be issued by an insurance company currently authorized by the Insurance commissioner to transact business of insurance in the State of California, with an assigned policyholders’ Rating of A- (or higher) and a Financial Size Category Class VII (or larger), in accordance with the latest edition of Best’s Key Rating Guide.
Waiver of Subrogation
All insurance coverage maintained or procured pursuant to this agreementshall be endorsed to waive subrogation against the CITY, its elected or appointed officers, agents, officials, employees, and volunteers, or shall specifically allow CONSULTANT, or others providing insurance evidence in compliance with these specifications, to waive their right of recovery prior to a loss. CONSULTANT hereby waives its own right of recovery against the CITY and shall require similar written express waivers and insurance clauses from each of its subconsultants or subcontractors.
Exhibit A
Enforcement of Contract Provisions (non estoppel)
CONSULTANT acknowledges and agrees that any actual or alleged failure on the part of the Agency to inform CONSULTANT of non-compliance with any requirement imposes no additional obligations on the CITY, nor does it waive any rights hereunder.
Specifications not Limiting
Requirements of specific coverage features, or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If CONSULTANT maintains higher limits than the minimums required above, the entity shall be entitled to coverage at the higher limits maintained by CONSULTANT.
Notice of Cancellation
CONSULTANT agrees to oblige its insurance agent or broker and insurers to provide to the CITY with thirty (30) calendar days’ notice of cancellation (except for nonpayment for which ten (10) calendar days’ notice is required) or nonrenewal of coverage for each required coverage.
Self-insured Retentions
Any self-insured retentions must be declared to and approved by the CITY. The CITY reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self-insurance will not be considered to comply with these specifications unless approved by the City’s Risk Manager.
Timely Notice of Claim
CONSULTANT shall give the CITY prompt and timely notice of claims made or suits instituted that arise out of or result from CONSULTANT’s performance under this Agreement, and that involve or may involve coverage under any of the required liability policies.
Exhibit A
Additional Insurance
CONSULTANT shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgement may be necessary for its proper protection and prosecution of the Work.
Exhibit A
EXHIBIT D
FEDERAL CONTRACT CLAUSES
The Federal Government shall not be subject to any obligations or liabilities to any third party, CONSULTANT, or subcontractor (other than the Recipient of federal funds) in connection with the performance of this contract. Notwithstanding any concurrence provided by the Federal Government in or approval of the solicitation or award of the underlying contract, the Federal Government retains no obligations or liabilities to any party, including CONSULTANT and subcontractor.
CONSULTANT acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. § 3801 et seq., and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actions under this contract. By executing this contract, CONSULTANT certifies or affirms the truthfulness and accuracy of any statement made regarding the contract.
CONSULTANT acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, the Federal Government reservesthe right to impose penalties under the Program Fraud Civil Remedies Act or other applicable federal laws.
CONSULTANT agrees to provide the FTA Administrator, the Comptroller General of the United States, or their authorized representatives access to all records, documents, and papers relating to this contract for audit, examination, and inspection purposes as required by 49 U.S.C. § 5325(g).
CONSULTANT shall comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Master Agreement between the recipient and FTA, as they may be amended or promulgated from time to time during the term of the contract. CONSULTANT's failure to comply shall constitute a material breach of the contract.
CONSULTANT agrees to comply with all applicable civil rights laws and regulations, including but not limited to Title VI of the Civil Rights Act of 1964, the Americans with Disabilities Act (ADA), and other nondiscrimination laws.
Exhibit A
CONSULTANT shall take all necessary and reasonable steps to ensure that DBEs have the opportunity to participate in this contract, in compliance with 49 CFR Part 26. CONSULTANT must not discriminate on the basis of race, color, national origin, or sex in the performance of this contract.
This contract is a covered transaction for purposes of 2 CFR Part 1200 and 2 CFR Part 180. As such, CONSULTANT certifies that neither it nor its principals are debarred, suspended, or otherwise excluded from participation in federal programs.
CONSULTANT certifiesthat no federal appropriated funds have been paid or will be paid to influence or attempt to influence any officer or employee of a federal agency, Member of Congress, or other federal officials in connection with this contract. CONSULTANT must submit Standard Form-LLL, "Disclosure Form to Report Lobbying," if any non-federal funds are used for lobbying activities.
CONSULTANT agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 U.S.C. § 7401 et seq.) and the Federal Water Pollution Control Act (33 U.S.C. § 1251 et seq.), as amended. Violations shall be reported to the FTA and the EPA.
CONSULTANT agrees to comply with all applicable mandatory energy efficiency standards and policies contained in applicable state energy conservation plans issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. § 6201 et seq.).
It is mutually agreed that all materials prepared by CONSULTANT under this AGREEMENT shall become the property of CITY, and CONSULTANT shall have no property right therein whatsoever.
Immediately upon termination, CITY shall be entitled to, and CONSULTANT shall deliver to CITY, reports, investigations, appraisals, inventories, studies, analyses, drawings and data estimates performed to that date, whether completed or not, and other such materials as may have been prepared or accumulated to date by CONSULTANT in performing this AGREEMENT which is not CONSULTANT’s privileged information, as defined by law, or CONSULTANT’s personnel information, along with all other property belonging exclusively to CITY which is in CONSULTANT’s possession.
Exhibit A
Publication of the information derived from work performed or data obtained in connection with services rendered under this AGREEMENT must be approved in writing by CITY.
Additionally, it is agreed that the Parties intend this to be an AGREEMENT for services and each considers the products and results of the services to be rendered by CONSULTANT hereunder to be work made for hire. CONSULTANT acknowledges and agrees that the work (and all rights therein, including, without limitation, copyright) belongs to and shall be the sole and exclusive property of CITY without restriction or limitation upon its use or dissemination by CITY.
Nothing herein shall constitute or be construed to be any representation by CONSULTANT that the work product is suitable in any way for any other project except the one detailed in this Contract.
Any reuse by CITY for another project or project location shall be at CITY’s sole risk.
Applicable patent rights provisions regarding rights to inventions shall be included in the contracts as appropriate (48 CFR 27 Subpart 27.3 - Patent Rights under Government Contracts for federal-aid contracts).
CITY may permit copyrighting reports or other agreement products. If copyrights are permitted; the AGREEMENT shall provide that the FHWA shall have the royalty-free nonexclusive and irrevocable right to reproduce, publish, or otherwise use; and to authorize others to use, the work for government purposes.
REPORT TO CITY COUNCIL
Approved by: Council Meeting of: June 18, 2025
__________ Agenda Number:
Assistant Chief Justin Macomb
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Schedule “A” Agreement with the California Department of Forestry and Fire Protection (CAL FIRE) from July 1, 2025, to June 30, 2026, for Fire Service Operations RECOMMENDATION:
Adopt a Resolution approving a new Schedule “A” agreement with the California Department of Forestry and Fire Protection (CAL FIRE) from July 1, 2025, to June 30, 2026, for $7,045,082 SUMMARY:
As discussed at the May 21, 2025 City Council meeting, the proposed agreement between the City and CAL FIRE, spanning from June 1, 2025, through June 30, 2026, is valued at $7,045,082.
This agreement ensures the staffing of personnel at Stations 56, 57, and 58. If approved, the City will maintain the current staffing levels with one modification, the replacement of three Firefighter II positions with Fire Apparatus Engineers.
DISCUSSION:
Prior to 1993, the City provided its own fire protection with two fire stations. In 1993, the City entered its first contract with the then-named California Department of Forestry. Public Resources Code Section 4142 allows CAL FIRE to enter into cooperative agreements with cities and counties for the purpose of suppressing fires within those jurisdictions. Currently, the City maintains three fire stations staffed with CAL FIRE personnel. Equipment and supplies are provided by the City and are not included in this agreement; instead, operating expenses are covered in the City’s annual budget. Table 1 provides a summary of personnel and equipment for each station.
D-2
Table 1: Summary of Personnel & Equipment per Station
Station Personnel on duty Equipment
56 (Lake) ▪ 1 Fire Captain
▪ 2 Fire Apparatus Engineers
▪ Battalion Chief for 72 hours per week
▪ Battalion 50
▪ Engine 56 (front-line engine)
▪ 1 Patrol vehicle
▪ 1 All-terrain vehicle
57 (Schnoor) ▪ 1 Fire Captain
▪ 2 Fire Apparatus Engineers
▪ Engine 57 (front-line engine)
▪ Reserve Engine 257
58 (Condor) ▪ 1 Fire Captain
▪ 2 Fire Apparatus Engineers
▪ Battalion Chief for 72 hours per week
▪ Battalion 51
▪ Truck 58 (front-line engine)
▪ Reserve Engine 258
Schedule “A” Agreement
The current agreement, approved in June 2024, was a one-year fire protection services reimbursement agreement from July 1, 2024, through June 30, 2025. The agreement was for $6,236,553. This proposed Fiscal Year (FY) 2025/2026 agreement will be for $7,045,082. This increase is attributable to:
▪ Staff benefit rates increasing from the previous year’s one-time (FY 2024/25) buy-down of 19.55% to State employee retirement benefits.
▪ Five percent estimated increase in cooperative agreements. ▪ Re-classification of 3 Firefighter II positions to Fire Apparatus Engineers Table 2 provides a summary of recent City and CAL FIRE agreements.
Table 2: Recent Schedule A agreements between the City and CalFire (1) Fiscal Year Personnel on duty (2) Contract
Amount
Actual Expenses Savings
2025/26 (3) 9 plus 2 Battalion Chiefs $7,045,082 - -
2024/25 (4) 9 plus 2 Battalion Chiefs $6,236,553 (5) (5) 2023/24 (6) 9 plus 2 Battalion Chiefs $6,428,387 6,444,166 (15,779.82) 2022/23 9 plus 2 Battalion Chiefs $6,057,566 $5,726,989 $330,576 2021/22 9 plus 1 Battalion Chief $5,530,761 $5,055,294 $475,467 2020/21 (7) 9 plus 1 Battalion Chief $5,676,191 $3,941,071 $1,735,120 2019/20 6 plus 1 Battalion Chief $4,634,772 $4,405,443 $229,329 (1) All figures rounded to the nearest dollar
(2) Battalion Chiefs work 72-hour shifts per week. The City had 1 Battalion Chief and added a second position (Fire Marshal) in the middle of FY 2022/23 in an effort to comply with SB 1205, which was adopted in response to the infamous Ghost Ship fire (3) Includes the conversion of 3 Firefighter II positions to Engineers (4) Included the conversion of 2 Firefighter II positions to Engineers (5) Actual Expenses and Savings for the current Fiscal Year will be known at the end of the current fiscal year
(6) Included the conversion of 2 Firefighter II positions to Engineers (7) Station 58 partial year, above average savings
Changing three positions from Firefighter II to Engineers Per previous Council direction, staff is proposing that 3 Firefighter II (FFII) be converted to Fire Apparatus Engineers (FAE). FFIIs are the junior-ranking members of an engine company and are limited in the job functions they can perform. FAEs can do all the job duties of an FFII in addition to the following:
▪ Act as the senior company officer in the absence of a Captain ▪ Command incidents
▪ Drive Code 3 during emergency response
▪ Trained in hydraulic calculations for pumping operations ▪ Higher level of job proficiency and training requirements ▪ Can be held to a minimum 2-year commitment
The cost difference due to the reclassification of 3 positions is $62,528 for the FY. The increase in costs is justified by the benefits gained from having more highly trained personnel. This enhancement in staffing ensures a higher level of service and operational efficiency, directly contributing to the safety and well-being of the community. Additionally, the lack of a mandatory commitment period for Firefighter IIs (FFIIs) before they are eligible for promotion has created operational challenges. As FFIIs promote, they leave vacancies that can take up to six months to fill, during which the positions are covered by overtime.
Currently, the City operates with 23 full-time firefighters and 2 Battalion Chiefs. Under the proposed contract, the City would continue to operate with 23 full-time firefighters and 2 Battalion Chiefs; however, 3 of the firefighter positions would be changed from FFII to Fire Apparatus Engineer (FAE) roles. This adjustment aims to improve operational efficiency and reduce the reliance on overtime to cover vacancies.
It is worth noting that historically, vacant firefighter positions may have been financially advantageous to the City, as the City would save money by not charging an employee’s salary and benefits to the contract, only incurring overtime costs. However, updated billing practices now require that while a new employee is in training, both their salary and benefits, as well as the overtime for their vacancy coverage, are charged to the contract. This change has the potential to result in costs that exceed the salary and benefits of a single employee.
Beyond the financial considerations, the operational effects also compound the issue. The extra days that employees work to fill staffing gaps add to the already high job stresses. While relief personnel are trained to existing standards, they may lack the local knowledge and experience specific to the City’s operating procedures. This gap necessitates additional training, which further increases stress, reduces efficiency, and escalates the program's cost. Implementing a mandatory commitment of no less than two years for Fire Apparatus Engineers (FAEs) would alleviate a significant number of these issues and enhance the level of service provided to the community.
Moreover, the City benefits from CAL FIRE personnel stationed nearby, who assist in times of need by providing additional personnel and equipment. These benefits include:
▪ Hazardous Materials response
▪ Fire origin investigations
▪ State resources at no cost during drawdown
▪ Employees on extended workers' comp are not billed to the contract ▪ Cost-share of support services
In addition to the benefits, CAL FIRE has provided substantial assistance to the City in several key areas:
1. Fresno River Clean-Up: Supplying personnel and equipment for the clean-up efforts along the Fresno River.
2. Post-Occupancy Inspections: Conducting inspections as required by SB 1205 to ensure compliance and safety in buildings. 257 Inspections conducted in 2024.
3. Fire Hydrant Maintenance: Flushing fire hydrants and creating an inventory of the City’s hydrants, which is shared with the Water Division to better coordinate the repair and maintenance of inoperable hydrants. 2,031 inspections conducted in 2024.
These collaborative efforts not only enhance the City's operational efficiency but also ensure a higher level of community safety and resource management.
FINANCIAL IMPACT:
Funds for this upcoming contract will be included in the Fiscal Year (FY) 2025/26 budget. Since the opening of Fire Station 58, one-third of the agreement has been funded by Measure K, reflecting the station’s contribution of 33 percent of additional staff. Following the addition of the 2nd Battalion Chief in FY 2022/23, the City continued this proportional funding approach. For FY 2025/26, staff recommends that the full cost of the 2nd Battalion Chief be funded by Measure K, rather than continuing the historical one-third/two-thirds cost-sharing model. This recommendation is based on the projected increase of over $808k in the contract from one year to another and is intended to help maintain the high level of service the community has come to expect.
Additionally, although not part of this item, it is worth noting that Measure K has covered expenses related to the operation of Station 58, including equipment costs. The General Fund continues to support operational expenses, as well as salaries and benefits for Stations 56 and
57. ATTACHMENTS:
1. Resolution
2. Fire Protection Reimbursement Agreement
a. Exhibit A
b. Exhibit B
c. Exhibit C
d. Exhibit D
e. Exhibit E
RESOLUTION NO. _____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA, CALIFORNIA, APPROVING A NEW SCHEDULE "A" AGREEMENT WITH THE CALIFORNIA DEPARTMENT OF FORESTRY AND FIREPROTECTION (CAL FIRE) FROM JULY 1, 2025, TO JUNE 30, 2026, FOR FIRE SERVICE OPERATIONS, AND AUTHORIZING
THE MAYOR TO SIGN THE AGREEMENT ON BEHALF OF THE CITY OF MADERA WHEREAS, the City of Madera (CITY) contracts with the State of California, Department of Forestry and Fire Protection (CAL FIRE) to provide fire protection services as allowed under Public Resources Code Section 4142; and
WHEREAS, CAL FIRE and the CITY have entered into agreements for services since 1993, the latest of which was a one-year Schedule "A" service agreement from July 1, 2024, through June 30, 2025; and
WHEREAS, the Schedule "A" agreement must be amended annually to cover each fiscal year's costs while providing for fire service operations; and WHEREAS, the subject agreement would extend the service agreement through June 30, 2026.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA herby resolves, finds, determines and orders as follows:
1. The above recitals are true and correct.
2. The City Council of the City of Madera, California approves the above-noted Schedule "A" agreement with the California Department of Forestry and Fire Protection (CAL FIRE) dated July 1, 2025 (Agreement# 4CA07250 in the amount of $7,045,082.00), a copy of which is on file in the office of the City Clerk and referred to for particulars.
3. The City Council of the City of Madera, California authorizes the Mayor, to sign and execute said Agreement on behalf of the City of Madera.
4. This resolution is effective immediately upon adoption. *******
COOPERATIVE FIRE PROGRAMS
FIRE PROTECTION REIMBURSEMENT AGREEMENT
LG-1 REV. 1/2024
AGREEMENT NUMBER 4CA07250
REGISTRATION NUMBER:
1. This Agreement is entered into between the State Agency and the Local Agency named below:
STATE AGENCY'S NAME
California Department of Forestry and Fire Protection – (CAL FIRE) LOCAL AGENCY’S NAME
City of Madera
2. The term of this Agreement is: July 1, 2025 through June 30, 2026
3. The maximum amount of this
Agreement is:
$ 7,290,135.00
Seven million, two hundred ninety thousand, one hundred thirty five dollars and zero cents
4. The parties agree to comply with the terms and conditions of the following exhibits which are by this reference made a part of the Agreement.
Exhibit A – Scope of Work – Includes page 2 (contact page) in count for Exhibit A pages Exhibit B – Budget Detail and Payment Provisions 2 pages Exhibit C – General Terms and Conditions 7 pages
Exhibit D – Additional Provisions
pages
Exhibit E – Description of Other Services 1 pages
IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto.
LOCAL AGENCY California Department of General
Services Use Only LOCAL AGENCY’S NAME
City of Madera
BY (Authorized Signature) DATE SIGNED(Do not type)
&HFH*DOOHJRV- Mayor
ADDRESS
205 West Fourth Street, Madera, CA 93637
STATE OF CALIFORNIA
AGENCY NAME
California Department of Forestry and Fire Protection
BY (Authorized Signature) DATE SIGNED(Do not type)
PRINTED NAME AND TITLE OF PERSON SIGNING
Nathan Barcklay, Assistant Deputy Director, Cooperative Fire ADDRESS P.O. Box 944246, Sacramento, CA 94244-2460
Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 2
EXHIBIT A
COOPERATIVE FIRE PROGRAMS
FIRE PROTECTION REIMBURSEMENT AGREEMENT
The project representatives during the term of this agreement will be:
CAL FIRE Unit Chief: Local Agency: City of Madera
Name: Name: Arnoldo Rodriguez - City
Manager
Phone: Phone: 559-661-2792
Fax:
MMU
&KULV7ULQGDGH
559-675-7799
559-673-2085 Fax: 559-674-2792
All required correspondence shall be sent through U.S. Postal Service by certified mail and directed to:
CAL FIRE Unit Chief: Local Agency: City of Madera
Section/Unit: Section/Unit: City Clerk
Attention: Attention: Alicia Gonzales
Address: Address: 205 West Fourth Street
Madera, CA 93637
Phone: Phone: 559-661-5400
Fax:
&KULV7ULQGDGH
MMU
Justin Macomb
200 West Fourth St
Madera, CA 93637
559-675-7799
559-673-2085 Fax: 559-661-2792
Send an additional copy of all correspondence to:
CAL FIRE
Cooperative Fire Services
P.O. Box 944246
Sacramento, CA 94244-2460
AUTHORIZATION
As used herein, Director shall mean Director of CAL FIRE. This agreement, its terms and conditions are authorized under the Public Resources Code Sections 4141, 4142, 4143 and 4144, as applicable.
Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 3
EXHIBIT A
SCOPE OF WORK
Under Public Resources Code Section 4114 and other provisions of law, STATE maintains fire prevention and fire suppression forces including the necessary equipment, personnel, and facilities required to prevent and extinguish forest fires.
The purpose of this agreement is to provide mutually advantageous fire and emergency services through an effective consolidated organization, wherein the STATE is primarily financially responsible for protecting natural resources from vegetation fires and the LOCAL AGENCY is primarily financially responsible for protecting life and property from fires and other emergencies. The LOCAL AGENCY shall have sole authority to establish the fire protection organization and structure needed to meet the determined level of service. This level of service may be based on the LOCAL AGENCY governing board’s established fiscal parameters and assessment of risks and hazards. LOCAL AGENCY personnel providing services under this agreement may include any one or a combination of the following: regular employees, persons temporarily employed and commonly known as volunteers, paid-call firefighters, or others temporarily employed to perform any emergency work or emergency service including, but not limited to fire prevention, fire suppression and emergency medical response.
To comply with the STATE’s mandate for full cost recovery of goods and services provided for others, the LOCAL AGENCY shall be responsible for all STATE costs, both direct and indirect, required to execute the terms of this agreement. These costs shall include, but not be limited to: required training and associated post coverage, employee uniform and Personal Protective Equipment (PPE) costs.
1. FIRE PROTECTION SERVICES TO BE PROVIDED BY THE STATE STATE provides a modern, full service fire protection and emergency incident management agency that provides comprehensive fire protection and other emergency incident response. STATE designs regional fire protection solutions for urban and rural communities by efficiently utilizing all emergency protection resources. Regional solutions provide the most effective method of protecting the citizens of California at local, county and state levels.
Fire protection services to be provided by STATE under this agreement shall include the following:
(check boxes below that apply)
1) Emergency Fire Protection, Medical and Rescue Response: services include commercial, residential, and wildland fire protection, prevention and investigation; hazardous materials incident response; emergency vehicle extrication; hazardous conditions response (flooding, downed power lines, earthquake, terrorist incident, etc.); emergency medical and rescue response; and public service assistance. Also included are management support services that include fire department administration, training and safety, personnel, finance and logistical support.
2) Basic Life Support Services: emergency medical technician (EMT) level emergency medical response providing first aid, basic life support (BLS), airway management, administration of oxygen, bleeding control, and life support system stabilization until patients are transported to the nearest emergency care facility.
3) Advanced Life Support Services: paramedic level emergency medical response providing early advanced airway management, intravenous drug therapy, and life support system stabilization until patients are transported to the nearest emergency care facility. 4) Dispatch Services: provide fire department 9-1-1 emergency dispatch by CAL FIRE Fire/Emergency Command Center (ECC). CAL FIRE will be responsible for fire/emergency Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 4
dispatching emergency resource units covered under this agreement. The CAL FIRE ECC is staffed with a Battalion Chief, three or more Fire Captains and Communications Operators to provide 24/7 year-round coverage. There is always an officer of Captain rank or higher to serve as the shift supervisor and command officer. CAL FIRE uses an integrated Computer Aided Dispatch (CAD) system using the latest technology, to direct the closest available resources to all emergency incidents.
5) Fire Code Inspection, Prevention and Enforcement Services: CAL FIRE has staff Fire Inspectors serving under the direction of the LOCAL AGENCY Fire Marshal to provide services to the area covered by this agreement. Fire Code Enforcement will normally be available five days per week, with emergency or scheduled enforcement inspections available seven days per week.
Fire Prevention and Investigation services will be provided by CAL FIRE Prevention Officers trained in arson, commercial, and wildland fire investigation. Officers are available by appointment for site visits and consultations. Officers are trained at CAL FIRE’s Peace Officer Standard Training (POST) certified law enforcement training academy and they cooperate effectively with all local, state and federal law enforcement agencies.
6) Land Use/ Pre-Fire Planning Services – CAL FIRE staff will provide community land use planning, administration of Pre-Fire project work, including community outreach, development of community education programs, project quality control, maintenance of project records and submittal of progress reports, completion of required environmental documentation, acquisition of required permits and completion of other associated administrative duties. 7) Disaster planning services (listed in Exhibit E, Description of Other Services, attached hereto and made a part of this agreement)
8) Specific service descriptions and staffing coverage, by station (listed in Exhibit E, Description of Other Services, attached hereto and made a part of this agreement) 9) Extended Fire Protection Service Availability (Amador)
2. ADMINISTRATION
Under the requirements of California Public Resources Code Section 4114 and other provisions of law, STATE maintains fire prevention and firefighting services as outlined in Exhibit D, Schedule B of this agreement.
A. Director shall select and employ a Region Chief who shall, under the direction of the Director/Chief Deputy Director, manage all aspects of fire prevention and fire protection services and forestry-related programs.
B. Director will select and employ a Unit Chief who shall, under the supervision and direction of Director/Region Chief or a lawful representative, have charge of the organization described in Exhibit D, Schedules A, B and C included hereto and made a part of this agreement.
C. LOCAL AGENCY shall appoint the Unit Chief as the LOCAL AGENCY Fire Chief for all Emergency Fire Protection, Medical and Rescue Response Agreements, pursuant to applicable statutory authority. The Unit Chief may delegate this responsibility to qualified staff.
D. The Unit Chief may dispatch personnel and equipment listed in Exhibit D, Schedules A, B and C from the assigned station or location under guidelines established by LOCAL AGENCY and approved by STATE. Personnel and/or equipment listed in Exhibit D, Schedule B may be dispatched at the sole discretion of STATE.
Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 5
E. The Unit Chief shall exercise professional judgment consistent with STATE policy and his or her employment by STATE in authorizing or making any assignments to emergencies and other responses, including assignments made in response to requests for mutual aid.
F. Except as may be otherwise provided for in this agreement, STATE shall not incur any obligation on the part of LOCAL AGENCY to pay for any labor, materials, supplies or services beyond the total set forth in the respective Exhibit D, Schedules A and C, as to the services to be rendered pursuant to each Schedule.
G. Nothing herein shall alter or amend or be construed to alter or amend any Collective Bargaining Agreement or Memorandum of Understanding between the State of California and its employees under the State Employer-Employee Relations Act.
3. SUPPRESSION COST RECOVERY
As provided in Health and Safety Code (H&SC) Section 13009, STATE may bring an action for collection of suppression costs of any fire caused by negligence, violation of law, or failure to correct noticed fire safety violations. When using LOCAL AGENCY equipment and personnel under the terms of this agreement, STATE may, at the request of LOCAL AGENCY, bring such an action for collection of costs incurred by LOCAL AGENCY. In such a case LOCAL AGENCY appoints and designates STATE as its agent in said collection proceedings. In the event of recovery, STATE shall deduct fees and litigation costs in a proportional percentage amount based on verifiable and justifiable suppression costs for the fire at issue. These recovery costs are for services provided which are beyond the scope of those covered by the local government administrative fee.
In all such instances, STATE shall give timely notice of the possible application of H&SC Section 13009 to the representative designated by LOCAL AGENCY.
4. MUTUAL AID
When rendering mutual aid or assistance as authorized in H&SC Sections 13050 and 13054, STATE may, at the request of LOCAL AGENCY, demand payment of charges and seek reimbursement of LOCAL AGENCY costs for personnel, equipment and operating expenses as funded herein, under authority given by H&SC Sections 13051 and 13054. STATE, in seeking said reimbursement pursuant to such request of LOCAL AGENCY, shall represent LOCAL AGENCY by following the procedures set forth in H&SC Section 13052. Any recovery of LOCAL AGENCY costs, less expenses, shall be paid or credited to LOCAL AGENCY, as directed by LOCAL AGENCY.
In all such instances, STATE shall give timely notice of the possible application of H&SC Sections 13051 and 13054 to the officer designated by LOCAL AGENCY.
5. PROPERTY PURCHASE AND ACCOUNTING
LOCAL AGENCY shall be responsible for all costs associated with property required by personnel to carry out this agreement. Employee uniform costs will be assessed to the LOCAL AGENCY through the agreement billing process. Personal Protective Equipment (PPE) costs shall be the responsibility of the LOCAL AGENCY. By mutual agreement, PPE meeting the minimum specifications established by the STATE may be purchased directly by the LOCAL AGENCY. Alternately, the STATE will supply all PPE and the LOCAL AGENCY will be billed for costs incurred.
All property provided by LOCAL AGENCY and by STATE for the purpose of providing fire protection services shall be marked and accounted for by the Unit Chief in such a manner as to conform to the regulations, if any, established by the parties for the segregation, care, and use of the respective properties.
Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 6
EXHIBIT B
BUDGET DETAIL AND PAYMENT PROVISIONS
1. PAYMENT FOR SERVICES
A. LOCAL AGENCY shall pay STATE actual cost for fire protection services pursuant to this agreement an amount not to exceed that set forth in Exhibit D, Schedule A for each fiscal year. STATE shall prepare an Exhibit D, Schedule A each year, which shall be the basis for payment for the entire fiscal year for which services are provided.
B. Any other funds designated by LOCAL AGENCY to be expended under the supervision of or for use by a Unit Chief for fire protection services shall be set forth in Exhibit D, Schedule C. This clause shall not limit the right of LOCAL AGENCY to make additional expenditures, whether under Exhibit D, Schedule C or otherwise.
C. STATE shall invoice LOCAL AGENCY for the cost of fire protection services on a quarterly basis as follows:
1) For actual services rendered by STATE during the period of July 1 through September 30, by an invoice filed with LOCAL AGENCY on or after December 10. 2) For actual services rendered by STATE during the period October 1 through December 31, by an invoice filed with LOCAL AGENCY on or after December 31. 3) For actual services rendered by STATE during the period January 1 through March 31, by an invoice filed with LOCAL AGENCY on or after March 31. 4) For the estimated cost of services during the period April 1 through June 30, by an invoice filed in advance with LOCAL AGENCY on or after March 1. 5) A final statement shall be filed with LOCAL AGENCY by October 1 following the close of the fiscal year, reconciling the payments made by LOCAL AGENCY with the cost of the actual services rendered by STATE and including any other costs as provided herein, giving credit for all payments made by LOCAL AGENCY and claiming the balance due to STATE, if any, or refunding to LOCAL AGENCY the amount of any overpayment.
6) All payments by LOCAL AGENCY shall be made within thirty (30) days of receipt of invoice from STATE, or within thirty (30) days after the filing dates specified above, whichever is later.
7) The STATE reserves the right to adjust the frequency of billing and payment to a monthly cycle with a thirty (30) day written notice to the LOCAL AGENCY when:
a. The Director predicts a cash flow shortage, or
b. When determined by the Region Chief, after consulting with the Unit Chief and the LOCAL AGENCY Contract Administrator, that the LOCAL AGENCY may not have the financial ability to support the contract at the contract level.
D. Invoices shall include actual or estimated costs as provided herein of salaries and employee benefits for those personnel employed, charges for operating expenses and equipment and the administrative charge in accordance with Exhibit D, Schedule A.
When "contractual rates" are indicated, the rate shall be based on an average salary plus all benefits. "Contractual rates" means an all-inclusive rate established in Exhibit D, Schedule A for total costs to STATE, per specified position, for 24-hour fire protection services during the period covered.
Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 7
E. STATE shall credit the LOCAL AGENCY, or cover behind at no cost, for the costs of Non-post (e.g. Fire Marshal, Training Officer, etc.) positions and equipment assigned to STATE responsibility fires or other STATE funded emergency incidents. The STATE shall notify the LOCAL AGENCY when this occurs.
2. COST OF OPERATING AND MAINTAINING EQUIPMENT AND PROPERTY The cost of maintaining, operating, and replacing any and all property and equipment, real or personal, furnished by the parties hereto for fire protection purposes, shall be borne by the party owning or furnishing such property or equipment unless otherwise provided for herein or by separate written agreement.
3. BUDGET CONTINGENCY CLAUSE
A. If the LOCAL AGENCY’s governing authority does not appropriate sufficient funds for the current year or any subsequent years covered under this Agreement, which results in an inability to pay the STATE for the services specified in this Agreement, the LOCAL AGENCY shall promptly notify the STATE and this Agreement will terminate pursuant to the notice periods required herein.
B. If funding for any fiscal year is reduced or deleted by the LOCAL AGENCY for purposes of this program, the LOCAL AGENCY shall promptly notify the STATE, and the STATE shall have the option to either cancel this Agreement with no liability occurring to the STATE, or offer an agreement amendment to LOCAL AGENCY to reflect the reduced amount, pursuant to the notice terms herein.
C. If the STATE Budget Act does not appropriate sufficient funds to provide the services for the current year or any subsequent years covered under this Agreement, which results in an inability to provide the services specified in this Agreement to the LOCAL AGENCY, the STATE shall promptly notify the LOCAL AGENCY, and this Agreement will terminate pursuant to the notice periods required herein.
D. If funding for any fiscal year is reduced or deleted by the STATE Budget Act for purposes of this program, the STATE shall promptly notify the LOCAL AGENCY, and the LOCAL AGENCY shall have the option to either cancel this Agreement with no liability occurring to the LOCAL AGENCY, or offer an agreement amendment to LOCAL AGENCY to reflect the reduced services, pursuant to the notice terms herein.
E. Notwithstanding the foregoing provisions in paragraphs A and B above, the LOCAL AGENCY shall remain responsible for payment for all services actually rendered by the STATE under this Agreement regardless of LOCAL AGENCY funding being reduced, deleted or not otherwise appropriated for this program. The LOCAL AGENCY shall promptly notify the STATE in writing of any budgetary changes that would impact this Agreement.
F. LOCAL AGENCY and STATE agree that this Budget Contingency Clause shall not relieve or excuse either party from its obligation(s) to provide timely notice as may be required elsewhere in this Agreement.
Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 8
EXHIBIT C
GENERAL TERMS AND CONDITIONS
1. APPROVAL: This Agreement is of no force or effect until signed by both parties and approved by the Department of General Services, if required. STATE will not commence performance until such approval has been obtained.
2. AMENDMENT: This agreement may be amended by mutual consent of LOCAL AGENCY and STATE. No amendment or variation of the terms of this Agreement shall be valid unless made in writing, signed by the parties and approved as required. No oral understanding or Agreement not incorporated in the Agreement is binding on any of the parties.
If during the term of this agreement LOCAL AGENCY shall desire a reduction in STATE civil service employees assigned to the organization provided for in Exhibit D, Schedule A, LOCAL AGENCY shall provide 120 days written notice of the requested reduction. Notification shall include the following: (1) The total amount of reduction; (2) The firm effective date of the reduction; and (3) The number of employees, by classification, affected by a reduction. If such notice is not provided, LOCAL AGENCY shall reimburse STATE for relocation costs incurred by STATE as a result of the reduction. Personnel reductions resulting solely from an increase in STATE employee salaries or STATE expenses occurring after signing this agreement and set forth in Exhibit D, Schedule A to this agreement shall not be subject to relocation expense reimbursement by LOCAL AGENCY.
If during the term of this agreement costs to LOCAL AGENCY set forth in any Exhibit D, Schedule A to this agreement increase and LOCAL AGENCY, in its sole discretion, determines it cannot meet such increase without reducing services provided by STATE, LOCAL AGENCY shall within one hundred twenty (120) days of receipt of such Schedule notify STATE and designate which adjustments shall be made to bring costs to the necessary level. If such designation is not received by STATE within the period specified, STATE shall reduce services in its sole discretion to permit continued operation within available funds.
3. ASSIGNMENT: This Agreement is not assignable by the LOCAL AGENCY either in whole or in part, without the consent of the STATE in the form of a formal written amendment.
4. EXTENSION OF AGREEMENT:
A. One year prior to the date of expiration of this agreement, LOCAL AGENCY shall give STATE written notice of whether LOCAL AGENCY will extend or enter into a new agreement with STATE for fire protection services and, if so, whether LOCAL AGENCY intends to change the level of fire protection services from that provided by this agreement. If this agreement is executed with less than one year remaining on the term of the agreement, LOCAL AGENCY shall provide this written notice at the time it signs the agreement and the one year notice requirement shall not apply.
B. If LOCAL AGENCY fails to provide the notice, as defined above in (A), STATE shall have the option to extend this agreement for a period of up to one year from the original termination date and to continue providing services at the same or reduced level as STATE determines would be appropriate during the extended period of this agreement. Six months prior to the date of expiration of this agreement, or any extension hereof, STATE shall give written notice to LOCAL AGENCY of any extension of this agreement and any change in the level of fire protection services STATE will provide during the extended period of this agreement.
Services provided and obligations incurred by STATE during an extended period shall be accepted by LOCAL AGENCY as services and obligations under the terms of this agreement.
Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 9
C. The cost of services provided by STATE during the extended period shall be based upon the amounts that would have been charged LOCAL AGENCY during the fiscal year in which the extended period falls had the agreement been extended pursuant hereto. Payment by LOCAL AGENCY for services rendered by STATE during the extended period shall be as provided in Exhibit B, Section 1, B of this agreement.
5. AUDIT: STATE, including the Department of General Services and the Bureau of State Audits, and LOCAL AGENCY agree that their designated representative shall have the right to review and to copy any records and supporting documentation of the other party hereto, pertaining to the performance of this agreement. STATE and LOCAL AGENCY agree to maintain such records for possible audit for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated, and to allow the auditor(s) of the other party access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. STATE and LOCAL AGENCY agree to a similar right to audit records and interview staff in any subcontract related to performance of this Agreement. (Gov. Code §8546.7, Pub. Contract Code §10115 et seq., CCR Title 2, Section 1896).
6. INDEMNIFICATION: Each party, to the extent permitted by law, agrees to indemnify, defend and save harmless the other party, its officers, agents and employees from (1) any and all claims for economic losses accruing or resulting to any and all contractors, subcontractors, suppliers, laborers and any other person, firm, or corporation furnishing or supplying work services, materials or supplies to that party and (2) from any and all claims and losses accruing or resulting to any person, firm or corporation who may be injured or damaged by that party, in the performance of any activities of that party under this agreement, except where such injury or damage arose from the sole negligence or willful misconduct attributable to the other party or from acts not within the scope of duties to be performed pursuant to this agreement; and (3) each party shall be responsible for any and all claims that may arise from the behavior and/or performance of its respective employees during and in the course of their employment to this cooperative agreement.
7. DISPUTES: LOCAL AGENCY shall select and appoint a "Contract Administrator" who shall, under the supervision and direction of LOCAL AGENCY, be available for contract resolution or policy intervention with the STATE’s Region Chief when, upon determination by the designated STATE representative, the Unit Chief acting as LOCAL AGENCY’s Fire Chief under this agreement faces a situation in which a decision to serve the interest of LOCAL AGENCY has the potential to conflict with STATE interest or policy. Any dispute concerning a question of fact arising under the terms of this agreement which is not disposed of within a reasonable period of time by the LOCAL AGENCY and STATE employees normally responsible for the administration of this agreement shall be brought to the attention of the CAL FIRE Director or designee and the Chief Executive Officer (or designated representative) of the LOCAL AGENCY for joint resolution. For purposes of this provision, a “reasonable period of time” shall be ten (10) calendar days or less. STATE and LOCAL AGENCY agree to continue with the responsibilities under this Agreement during any dispute.
8. TERMINATION FOR CAUSE/CANCELLATION:
A. If LOCAL AGENCY fails to remit payments in accordance with any part of this agreement, STATE may terminate this agreement and all related services upon 60 days written notice to LOCAL AGENCY. Termination of this agreement does not relieve LOCAL AGENCY from providing STATE full compensation in accordance with terms of this agreement for services actually rendered by STATE pursuant to this agreement.
Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 10
B. This agreement may be cancelled at the option of either STATE or LOCAL AGENCY at any time during its term, with or without cause, on giving one year’s written notice to the other party. Either LOCAL AGENCY or STATE electing to cancel this agreement shall give one year’s written notice to the other party prior to cancellation.
9. INDEPENDENT CONTRACTOR: Unless otherwise provided in this agreement LOCAL AGENCY and the agents and employees of LOCAL AGENCY, in the performance of this Agreement, shall act in an independent capacity and not as officers or employees or agents of the STATE.
10. NON-DISCRIMINATION CLAUSE: During the performance of this agreement, LOCAL AGENCY shall be an equal opportunity employer and shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS) mental disability, medical condition (e.g.cancer), age (over 40), marital status, denial of family care leave, veteran status, sexual orientation, and sexual identity. LOCAL AGENCY shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. LOCAL AGENCY shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Agreement by reference and made a part hereof as if set forth in full. LOCAL AGENCY shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.
In addition, LOCAL AGENCY acknowledges that it has obligations relating to ethics, Equal Employment Opportunity (EEO), the Fire Fighter’s Bill of Rights Act (FFBOR), and the Peace Officer’s Bill of Rights Act (POBOR). LOCAL AGENCY shall ensure that its employees comply with all the legal obligations relating to these areas. LOCAL AGENCY shall ensure that its employees are provided appropriate training.
11. TIMELINESS: Time is of the essence in the performance of this agreement.
12. COMPENSATION: The consideration to be paid STATE, as provided herein, shall be in compensation for all of STATE’s expenses incurred in the performance hereof, including travel, per Diem, and taxes, unless otherwise expressly so provided.
13. GOVERNING LAW: This agreement is governed by and shall be interpreted in accordance with the laws of the State of California.
14. CHILD SUPPORT COMPLIANCE ACT: “For any Agreement in excess of $100,000, the LOCAL AGENCY acknowledges in accordance with Public Contract Code 7110, that:
A. The LOCAL AGENCY recognizes the importance of child and family support obligations and shall fully comply with all applicable state and federal laws relating to child and family support enforcement, including, but not limited to, disclosure of information and compliance with earnings assignment orders, as provided in Chapter 8 (commencing with section 5200) of Part 5 of Division 9 of the Family Code; and
B. The LOCAL AGENCY, to the best of its knowledge is fully complying with the earnings assignment orders of all employees and is providing the names of all new employees to the New Hire Registry maintained by the California Employment Development Department.” Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 11
15. UNENFORCEABLE PROVISION: In the event that any provision of this Agreement is unenforceable or held to be unenforceable, then the parties agree that all other provisions of this Agreement have force and effect and shall not be affected thereby.
16. COMPLIANCE WITH THE HEALTH INSURANCE PORTABILITY AND ACCOUNTABILITY
ACT (HIPAA)
The STATE and LOCAL AGENCY have a responsibility to comply with the provisions of the 1996 Federal Health Insurance Portability and Accountability Act (HIPAA) and the 2001 State Health Insurance Portability and Accountability Implementation Act. HIPAA provisions become applicable once the association and relationships of the health care providers are determined by the LOCAL AGENCY. It is the LOCAL AGENCY’S responsibility to determine their status as a “covered entity” and the relationships of personnel as “health care providers”, “health care clearinghouse”, “hybrid entities”, business associates”, or “trading partners”. STATE personnel assigned to fill the LOCAL AGENCY’S positions within this Agreement, and their supervisors, may fall under the requirements of HIPAA based on the LOCAL AGENCY’S status. It is the LOCAL AGENCY’S responsibility to identify, notify, train, and provide all necessary policy and procedures to the STATE personnel that fall under HIPAA requirements so that they can comply with the required security and privacy standards of the act.
17. LIABILITY INSURANCE
The STATE and LOCAL AGENCY shall each provide proof of insurance in a form acceptable to the other party at no cost one to the other, to cover all services provided and use of local government facilities covered by this agreement. If LOCAL AGENCY is insured and/or self-insured in whole or in part for any losses, LOCAL AGENCY shall provide a completed Certification of Self Insurance (Exhibit D, Schedule E) or certificate of insurance, executed by a duly authorized officer of LOCAL AGENCY. Upon request of LOCAL AGENCY the STATE shall provide a letter from DGS, Office Risk and Insurance Management executed by a duly authorized officer of STATE. If commercially insured in whole or in part, a certificate of such coverage executed by the insurer or its authorized representative shall be provided.
Said commercial insurance or self-insurance coverage of the LOCAL AGENCY shall include the following:
A. Fire protection and emergency services - Any commercial insurance shall provide at least general liability for $5,000,000 combined single limit per occurrence.
B. Dispatch services – Any commercial insurance shall provide at least general liability for $1,000,000 combined single limit per occurrence.
C. The CAL FIRE, State of California, its officers, agents, employees, and servants are included as additional insured’s for purposes of this contract.
D. The STATE shall receive thirty (30) days prior written notice of any cancellation or change to the policy at the addresses listed on page 2 of this agreement.
18. WORKERS COMPENSATION: (only applies where local government employees/volunteers are supervised by CAL FIRE, as listed in Exhibit D Schedule C. STATE contract employees’ workers compensation is included as part of the contract personnel benefit rate).
A. Workers' Compensation and related benefits for those persons, whose use or employment is contemplated herein, shall be provided in the manner prescribed by California Labor Codes, State Interagency Agreements and other related laws, rules, insurance policies, collective bargaining agreements, and memorandums of understanding.
Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 12
B. The STATE Unit Chief administering the organization provided for in this agreement shall not use, dispatch or direct any non STATE employees, on any work which is deemed to be the responsibility of LOCAL AGENCY, unless and until LOCAL AGENCY provides for Workers' Compensation benefits at no cost to STATE. In the event STATE is held liable, in whole or in part, for the payment of any Worker's Compensation claim or award arising from the injury or death of any such worker, LOCAL AGENCY agrees to compensate STATE for the full amount of such liability.
C. The STATE /LOCAL AGENCY shall receive proof of Worker’s Compensation coverage and shall be notified of any cancellation and change of coverage at the addresses listed in Section 1.
19. CONFLICT OF INTEREST: LOCAL AGENCY needs to be aware of the following provisions regarding current or former state employees. If LOCAL AGENCY has any questions on the status of any person rendering services or involved with the Agreement, the STATE must be contacted immediately for clarification.
Current State Employees (Public Contract Code §10410):
1) No officer or employee shall engage in any employment, activity or enterprise from which the officer or employee receives compensation or has a financial interest and which is sponsored or funded by any state agency, unless the employment, activity or enterprise is required as a condition of regular state employment.
2) No officer or employee shall contract on his or her own behalf as an independent contractor with any state agency to provide goods or services.
Former State Employees (Public Contract Code §10411):
1) For the two-year period from the date he or she left state employment, no former state officer or employee may enter into a contract in which he or she engaged in any of the negotiations, transactions, planning, arrangements or any part of the decision-making process relevant to the contract while employed in any capacity by any state agency. 2) For the twelve-month period from the date he or she left state employment, no former state officer or employee may enter into a contract with any state agency if he or she was employed by that state agency in a policy-making position in the same general subject area as the proposed contract within the 12-month period prior to his or her leaving state service.
If LOCAL AGENCY violates any provisions of above paragraphs, such action by LOCAL AGENCY shall render this Agreement void. (Public Contract Code §10420) Members of boards and commissions are exempt from this section if they do not receive payment other than payment of each meeting of the board or commission, payment for preparatory time and payment for per diem. (Public Contract Code §10430 (e))
20. LABOR CODE/WORKERS' COMPENSATION: LOCAL AGENCY needs to be aware of the provisions which require every employer to be insured against liability for Worker's Compensation or to undertake self-insurance in accordance with the provisions, and LOCAL AGENCY affirms to comply with such provisions before commencing the performance of the work of this Agreement. (Labor Code Section 3700)
21. AMERICANS WITH DISABILITIES ACT: LOCAL AGENCY assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 13
of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 U.S.C. 12101 et seq.)
22. LOCAL AGENCY NAME CHANGE: An amendment is required to change the LOCAL AGENCY’S name as listed on this Agreement. Upon receipt of legal documentation of the name change the STATE will process the amendment. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.
23. RESOLUTION: A county, city, district, or other local public body must provide the STATE with a copy of a resolution, order, motion, or ordinance of the local governing body which by law has authority to enter into an agreement, authorizing execution of the agreement.
24. AIR OR WATER POLLUTION VIOLATION: Under the State laws, the LOCAL AGENCY shall not be: (1) in violation of any order or resolution not subject to review promulgated by the State Air Resources Board or an air pollution control district; (2) subject to cease and desist order not subject to review issued pursuant to Section 13301 of the Water Code for violation of waste discharge requirements or discharge prohibitions; or (3) finally determined to be in violation of provisions of federal law relating to air or water pollution.
25. AFFIRMATIVE ACTION. STATE certifies its compliance with applicable federal and State hiring requirements for persons with disabilities, and is deemed by LOCAL AGENCY to be in compliance with the provisions of LOCAL AGENCY’S Affirmative Action Program for Vendors.
26. DRUG AND ALCOHOL-FREE WORKPLACE. As a material condition of this Agreement, STATE agrees that it and its employees, while performing service for LOCAL AGENCY, on LOCAL AGENCY property, or while using LOCAL AGENCY equipment, shall comply with STATE’s Employee Rules of Conduct as they relate to the possession, use, or consumption of drugs and alcohol.
27. ZERO TOLERANCE FOR FRAUDULENT CONDUCT IN LOCAL AGENCY SERVICES.
STATE shall comply with any applicable “Zero Tolerance for Fraudulent Conduct in LOCAL AGENCY Services.” There shall be “Zero Tolerance” for fraud committed by contractors in the administration of LOCAL AGENCY programs and the provision of LOCAL AGENCY services.
Upon proven instances of fraud committed by the STATE in connection with performance under the Agreement, the Agreement may be terminated consistent with the termination for cause/cancellation term, Exhibit C, section 8, subsection B, of Cooperative Fire Programs Fire Protection Reimbursement Agreement, LG-1, between the California Department of Forestry and Fire Protection (CAL FIRE) and the LOCAL AGENCY.
28. CONFIDENTIAL INFORMATION. “Confidential information” means information designated by CAL FIRE and/or the LOCAL AGENCY disclosure of which is restricted, prohibited or privileged by State and federal law. Confidential Information includes, but is not limited to, information exempt from disclosure under the California Public Records Act (Government Code Sections 6250 et seq.) Confidential Information includes but is not limited to all records as defined in Government Code section 6252 as well as verbal communication of Confidential Information.
Any exchange of Confidential Information between parties shall not constitute a “waiver” of any exemption pursuant to Government Code section 6254.5
CAL FIRE and LOCAL AGENCY personnel allowed access to information designated as Confidential Information shall be limited to those persons with a demonstrable business need for such access. CAL FIRE and LOCAL AGENCY agree to provide a list of authorized personnel in writing as required by Government Code section 6254.5(e). CAL FIRE and the LOCAL Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 14
AGENCY agree to take all necessary measures to protect Confidential Information and shall impose all the requirements of this Agreement on all of their respective officers, employees and agents with regards to access to the Confidential Information. A Party to this Contract who experiences a security breach involving Confidential Information covered by this Contract, agrees to promptly notify the other Party of such breach
29. ENTIRE AGREEMENT: This agreement contains the whole agreement between the Parties. It cancels and supersedes any previous agreement for the same or similar services.
Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 15
EXHIBIT D
ADDITIONAL PROVISIONS
EXCISE TAX: State of California is exempt from federal excise taxes, and no payment will be made for any taxes levied on employees' wages. STATE will pay any applicable State of California or local sales or use taxes on the services rendered or equipment or parts supplied pursuant to this agreement. The STATE may pay any applicable sales and use tax imposed by another state.
Schedules
The following Schedules are included as part of this agreement (check boxes if they apply):
A. Fiscal Display, PRC 4142 AND/OR PRC 4144 - STATE provided LOCAL AGENCY funded fire protection services. STATE-owned vehicles shall be operated and maintained in accordance with policies of STATE at rates listed in Exhibit D, Schedule A.
B. STATE Funded Resource - A listing of personnel, crews and major facilities of the STATE overlapping or adjacent to the local agency area that may form a reciprocal part of this agreement.
C. LOCAL AGENCY Provided Local Funded Resources - A listing of services, personnel, equipment and expenses, which are paid directly by the local agency, but which are under the supervision of the Unit Chief.
D. LOCAL AGENCY Owned STATE Maintained Vehicles - Vehicle information pertaining to maintenance responsibilities and procedures for local agency-owned vehicles that may be a part of the agreement.
LOCAL AGENCY-owned firefighting vehicles shall meet and be maintained to meet minimum safety standards set forth in Title 49, Code of Federal Regulations; and Titles 8 and 13, California Code of Regulations.
LOCAL AGENCY-owned vehicles that are furnished to the STATE shall be maintained and operated in accordance to LOCAL AGENCY policies. In the event LOCAL AGENCY does not have such policies, LOCAL AGENCY-owned vehicles shall be maintained and operated in accordance with STATE policies. The cost of said vehicle maintenance and operation shall be at actual cost or at rates listed in Exhibit D, Schedule D.
Exhibit D, Schedule D is incorporated into this section if LOCAL AGENCY-owned vehicles listed in Exhibit D, Schedule D are to be operated, maintained, and repaired by STATE.
LOCAL AGENCY assumes full responsibility for all liabilities associated therewith in accordance with California Vehicle Code Sections 17000, 17001 et seq. STATE employees operating LOCAL AGENCY-owned vehicles shall be deemed employees of LOCAL AGENCY, as defined in Vehicle Code Section 17000. Except where LOCAL AGENCY would have no duty to indemnify STATE under Exhibit C, Section 6 for all LOCAL AGENCY-owned vehicles operated or used by employees of STATE under this agreement.
Contractor Name: City of Madera
Contract No.: 4CA07250
Page No.: 16
LOCAL AGENCY employees, who are under the supervision of the Unit Chief and operating STATE-owned motor vehicles, as a part of the duties and in connection with fire protection and other emergency services, shall be deemed employees of STATE, as defined in Vehicle Code Section 17000 for acts or omissions in the use of such vehicles. Except where STATE would have no duty to indemnify LOCAL AGENCY under Exhibit C, Section 6.
E. Certification of Insurance - Provider Insurance Certification and/or proof of selfinsurance. (LG1 REV. 01/2017)
Contractor Name: City of Madera
Contract No: 4CA5
Page No.: 17
EXHIBIT D, SCHEDULE A
LOCAL FUNDED – STATE RESOURCES
FISCAL DISPLAY
PRC 4142
NAME OF LOCAL AGENCY: City of Madera
CONTRACT NUMBER: 4CA07250
Index: 4200 PCA: 47920 Fiscal Year: 2025/26 to 2025/26
This is Schedule A of Cooperative Agreement originally dated July 1, 2025, by and between CAL FIRE of the State of California and LOCAL AGENCY. (See Attached)
Unit: MMU
Agreement Total $7,290,135 4CA07250
47920 PS Total $7,142,236
47920 OE Total $147,899
TOTAL $7,290,135
Fiscal Year 25/26
Contract Name: City of Madera
Contract No.:
Page No.: 18
Fiscal Year: 2025 Sub Total $6,447,808
Index: 4200 Unit: MMU Admin $694,429
PCA 47920 Total $7,142,236 4CA07250
PRC: 4142
Comments Overtime Total: $355,075
Staff Benefit Rate as of 7/1/25 for POF Classifications 93.92% Staff Benefit Rate as of 7/1/25 for SAF Classifications 67.30% Staff Benefit Rate as of 7/1/25 for MIS Classifications 81.85% Number of
Positions Classification/ad-ons (Pick From List) RET. Period Salary Months
Salary
Rate Total Salary EDWC Rate EDWC Periods Total EDWC Salary Benefits FFI UI EDWC
Benefits
Total Salary &
EDWC
Total Position
Cost
2 Battalion Chief POF 12 $8,930 $214,315 $3,639 12 $87,336 $201,285 $0 $50,279 $553,215 $612,824 2 Education Incentive Pay Differential POF 12 $150 $3,600 $0 $3,381 $0 $6,981 1 Hazmat Pay Differential POF 12 $150 $1,800 $0 $1,691 $0 $3,491 1 Longevity Pay Differential - 9% POF 12 $0 $9,644 $0 $9,058 $0 $18,702 POF $0 $0 $0 $0 $0 $0
Overtime POF $30,000 $0 $435 $0 $30,435
7 Fire Captain, Range A POF 12 $7,694 $646,267 $3,143 12 $264,012 $606,974 $0 $151,992 $1,669,244 $1,867,637 7 Education Incentive Pay Differential POF 12 $150 $12,600 $0 $11,834 $0 $24,434
4.5 Longevity Pay Differential - 9% POF 12 $0 $37,391 $0 $35,118 $0 $72,509 POF $0 $0 $0 $0 $0 $0
POF $0 $0 $0 $0 $0 $0
Overtime POF $100,000 $0 $1,450 $0 $101,450
13 Fire Apparatus Engineer POF 12 $6,856 $1,069,571 $2,807 12 $437,892 $1,004,541 $0 $252,094 $2,764,099 $3,103,072 9 Hazmat Pay Differential POF 12 $150 $16,200 $0 $15,215 $0 $31,415 7 Longevity Pay Differential - 9% POF 12 $0 $51,833 $0 $48,682 $0 $100,515 7 Education Incentive Pay Differential POF 12 $150 $12,600 $0 $11,834 $0 $24,434 POF $0 $0 $0 $0 $0 $0
Overtime POF $180,000 $0 $2,610 $0 $182,610
3 Fire Fighter II POF 12 $6,181 $222,507 $2,536 12 $91,296 $208,979 $0 $52,559 $575,341 $615,921 POF $0 $0 $0 $0 $0 $0
POF $0 $0 $0 $0 $0 $0
POF $0 $0 $0 $0 $0 $0
POF $0 $0 $0 $0 $0 $0
Overtime POF $40,000 $0 $580 $0 $40,580
1.5 Communications Operator, Range A SAF 12 $6,459 $116,262 $0 0 $0 $78,244 $0 $0 $194,506 $203,641
1.5 Night-Shift Pay Differential SAF 12 $303 $5,460 $0 $3,674 $0 $9,134 SAF $0 $0 $0 $0 $0 $0
SAF $0 $0 $0 $0 $0 $0
SAF $0 $0 $0 $0 $0 $0
Overtime SAF $0 $0 $0 $0
0.5 Office Assistant (Typing), Range A MIS 12 $4,098 $24,588 $0 0 $0 $20,125 $0 $0 $44,713 $44,713 MIS $0 $0 $0 $0 $0 $0
MIS $0 $0 $0 $0 $0 $0
MIS $0 $0 $0 $0 $0 $0
MIS $0 $0 $0 $0 $0 $0
Overtime MIS $0 $0 $0 $0
$0 $0 $0 0 $0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
$0 $0 $0 $0 $0 $0
Overtime $0 $0 $0 $0
This is a Schedule A - 4142 of the Cooperative Agreement, dated July 1, 2025 between "Blank Fire Protection District" and The California Department of Forestry and Fire Protection (CAL FIRE) Contract Name: City of Madera
Contract No.:
Page No.: 19
CAL FIRE Unit Chief
CAL FIRE Region Chief
Chris Trindade
David Fulcher
Fiscal Year: 2025 $834
Index: 4200 $133,519
PCA: 47920 $14,380
PRC: 4142 $147,899 20
Comments
1.45%
Category (Pick from List) Details Number Months Rate Sub-Total Uniform Benefits Total UNIFORM ALLOWANCE FOR BU8 27.00 12.00 $178 $ 57,510 $ 834 $ 58,344 UNIFORM ALLOWANCE FOR COMM OP 1.50 12.00 $104 $ 1,875 0 $ 1,875 GENERAL EXPENSE 1.00 1.00 $10000 $ 10,000 0 $ 10,000
COMMUNICATIONS 1.00 12.00 $500 $ 6,000 0 $ 6,000
UTILITIES 1.00 1.00 $300 $ 300 0 $ 300
TRAINING 1.00 1.00 $1000 $ 1,000 0 $ 1,000
TRAVEL 1.00 1.00 $6000 $ 6,000 0 $ 6,000
OTHER ITEMS OF EXPENSE Safety Gear 1.00 1.00 $50000 $ 50,000 0 $ 50,000 $ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
$ - 0 $ -
4CA07250
Total Page No.:
This is a Schedule A - 4142 of the Cooperative Agreement, dated July 1, 2025 between "Blank Fire Protection District" and The California Department of Forestry and Fire Protection (CAL FIRE) Uniform Benefits Contract Name:
Sub Total
Admin Contract No.:
City of Madera
(LG1 REV. 01/2017)
Contractor Name: City of
Madera Contract No: 4CA5
Page No.: 21
EXHIBIT D, SCHEDULE C
LOCAL FUNDED LOCAL RESOURCES
ASSIGNED TO THE CAL FIRE UNIT
NAME OF LOCAL AGENCY:City of Madera
This is Schedule C of Cooperative Agreement originally dated July 1, 2025, by and between CAL FIRE of the State of California and LOCAL AGENCY.
FISCAL YEAR: 2025/2 to 2025/2
(See Attached)
Contractor Name: City of Madera
Contract No: 4CA5
Page No.: 22
EXHIBIT D, SCHEDULE C
LOCAL FUNDED LOCAL RESOURCES
ASSIGNED TO THE CAL FIRE UNIT
NAME OF LOCAL AGENCY: City of Madera
This is Schedule C of Cooperative Agreement originally dated July 1, 2025 by and between CAL FIRE of the State of California and City of Madera.
FISCAL YEAR: 2025-202
Fire Stations:
Madera City Station 56
Madera City Station 57
Madera City Station 58
Equipment:
3-Pick up Trucks
2023 Chevy 2500 (B51)
2017 Ford F-250 (B50)
2006 Chevy 1500 (Utility7)
5-Fire Engines
2022 Rosenbauer Cumming ISL9
2016 Spartan (E-56) Cummings ISL9
2008 Spartan (E-57) Cummings ISL9
2002 Spartan (E-258) Cummings ISM-450
1990 Grumman (E-257) Detroit Series 92 307hp
1- Ladder Truck
2017 Rosenbauer 105’ Aerial (T58) Cummings ISL9 550hp 1- Type 6 Patrol
2009 Ferrara F550 (E-656) 6.0PSD
1- Portable Air Unit
1- Honda 1000 Side by SIde
(LG1 REV. 01/2017)
Contractor Name: City of 0DGHUD
Contract No: 4CA5
Page No.: 23
EXHIBIT D, SCHEDULE E
This is Schedule E of Cooperative Agreement originally dated July 1, 2025, by and between the CAL FIRE of the State of California and LOCAL AGENCY NAME OF LOCAL AGENCY:City of Madera
The CAL FIRE, State of California and its officers, agents, employees, and servants are included as additional insured for the purposes of this contract. The State shall receive thirty (30) days prior written notice of any cancellation or change to the policy at the addresses listed in LG1,