COMMONLY USED TERMS & ACRONYMS
The following commonly used terms and acronyms are provided to assist manual users. Many appear in this manual, while others are used in documents associated with the grant program management process.
ADA Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA.
(42 U.S.C. 12101 et seq.)
Annual Grant
Application Annual grant application means the document that the State submits each fiscal year as its application for highway safety grants (and amends as necessary), which provides any
necessary updates to the State's most recent triennial HSP, identifies all projects the State will implement during the fiscal year to achieve its highway safety performance targets, describes how the State has adjusted its countermeasure strategy for programming funds based on the annual report, and includes the application for grants under Sections 405 and 1906.
ARIDE Advanced Roadside Impaired Driving Enforcement - Training designed to bridge the gap between SFST and DRE that
enables a police officer to observe, identify and articulate the signs of impairment caused by drugs, alcohol, or a
combination of both.
Authorizing
Official, Grant
Director, and
Fiscal Official
Agency officials within a government or public entity who have the authority to obligate the agency to a grant
agreement. The individuals are responsible for establishing and maintaining procedures that ensure effective
administration of the approved grant and comply with grant requirements.
Budget Broad grouping of expenses such as personnel costs, supplies, and equipment.
Buy America
Act
Prohibits states or subrecipient from using highway grant funds under 23 U.S.C. Chapter 4 to purchase steel, iron and
manufactured products, unless they are produced in the U.S., under $5,000.00, or a waver is granted by the Secretary of Transportation. (23 U.S.C. 313)
CalSTA California State Transportation Agency
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Caltrans California Department of Transportation
CFDA Catalog of Federal Domestic Assistance - Provides a listing of all federal programs available to state and local governments; federally recognized Indian tribal governments; U.S. territories and possessions; domestic public, quasi-public and private profit and non-profit organizations and institutions; specialized groups; and individuals.
CFR Code of Federal Regulations - A listing of general and permanent rules published in the Federal Register by the Executive branch of the federal government and federal
agencies.
CHP California Highway Patrol
CPS Child Passenger Safety
DD Distracted Driving
DOF California Department of Finance
DOJ California Department of Justice
DRE Drug Recognition Expert - A police officer trained to recognize impairment in drivers under the influence of drugs other than or in addition to, alcohol.
DUI Driving Under the Influence
DUID Driving Under the Influence of Drugs
EB Method Empirical Bayesian Ranking Method - Used by researchers and statisticians to group and give varying weights to many different factors. The OTS Rankings for cities are developed using this method, which factors in not only population and daily vehicle miles traveled, but crash records and trends to arrive at a single, more accurate ranking.
EMS Emergency Medical Services
Employee Time
Certification
Used to certify that 100% of an employee’s time is federally grant funded (Form OTS-26)
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Equipment Non-expendable - Tangible, personal property having a useful life of more than one year and an acquisition cost of $5,000 or more that is used only for traffic safety purposes.
Equipment
Report
Details the purchase date, description, location, total cost, federal funds used, and current fair market value.
Equipment ReCertification
Report
Same as the equipment report but includes depreciation
information that must be updated and filed every two years from the original date of acquisition.
FARS Fatality Analysis Reporting System. Nationwide census providing yearly public data regarding fatal injuries suffered in motor vehicle traffic crashes. A database, created by NHTSA, of fatal traffic crashes from 1975 through present within the 50 States, the District of Columbia, and Puerto Rico. The database is updated annually and contains detailed information for crashes that result in at least one fatality.
Fair Market
Value (VFM)
Is the price that property/equipment would sell for on the open market. It is the price that would be agreed on
between a willing buyer and a willing seller, with neither being required to act, and both having reasonable knowledge of the relevant facts. (IRS Publication 561)
FFATA Federal Funding Accountability and Transparency Act - Requires subrecipients to annually report each action that obligates $25,000 or more in federal funds.
FHWA Federal Highway Administration
Fiscal Official Fiscal or accounting official who has responsibility for the agency’s fiscal/accounting records. Is responsible for ensuring costs are in accordance with the agency’s standard policies and procedures and records are maintained.
GEMS Grant Electronic Management System. The OTS on-line application and grant award system.
Grant Federal fiscal funding awarded by the OTS to a government or public entity to address a specific behavioral highway safety issue.
Grantee A government or public entity receiving a highway safety grant from the OTS. Also referred to as “subrecipient.”
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Grant
Agreement
Binding document between the OTS and a government or
public entity outlining the terms and conditions, and
programmatic and financial responsibilities of receiving federal highway safety grant funds.
Grant Claim
Invoice
Expenditures incurred in support of approved grant activities that a subrecipient may submit for reimbursement.
Grant Director The individual responsible for establishing and maintaining procedures that ensure effective administration of the
approved grant and comply with grant requirements. Is
responsible for day-to-day operations of the grant.
Grants Made
Easy (GME)
Templates designed to facilitate ease of preparing and
submitting a grant application.
Grant Revision A change to a grant agreement that is necessary to enhance its operational efficiency.
GPR Grant Performance Review – A review of the subrecipient grant activities, progress in meeting goals and
objectives, and financial records for compliance with
federal rules.
Host Agency A government or public entity that acts as the primary subrecipient and manager of the grant but all or most of the activity is performed by a contractor.
HVE Grant High Visibility Enforcement is a universal traffic safety approach designed to create deterrence and change
unlawful traffic behaviors. An HVE grant is awarded to a law enforcement agency to target a specific traffic safety issue such as speeding or impaired driving; highly visible
enforcement is coupled with a publicity strategy designed to educate the public and promote voluntary compliance with the law.
LEL Law Enforcement Liaison – An individual employed by OTS who provides law enforcement expertise to the OTS and its
subrecipients for enforcement grant site selection, appropriate grant strategies and countermeasures, and grant
development as well as contacts for local, county, and state law enforcement officials, the OTS, and the Regional Office of the National Highway Traffic Safety Administration.
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NHTSA National Highway Traffic Safety Administration - The federal agency responsible for administering the national highway traffic safety grant programs funded by federal legislation.
Non-Profit A non-governmental entity registered as a 501(c)(3) with the California Secretary of State.
OP Occupant Protection
Other Direct
Costs
Any grant item or service costing less than $5,000 per unit.
OTS California Office of Traffic Safety, the state’s lead traffic safety organization tasked with addressing behavioral safety issues.
OTS Rankings Office of Traffic Safety Rankings - Developed using the Empirical Bayesian Ranking Method to enable a city or county to compare its traffic safety statistics to similar sized cities and counties.
Paid Media Advertising (print, TV, radio, display, promoted or sponsored social media) that is disseminated by the media for a fee.
PAR Employee-maintained timesheet or log used to account for all time spent on federal and non-federal grants and other
programs.
Performance
Measures
The goals and objectives that describe what the subrecipient will accomplish by implementing the traffic safety grant program (goals) and the tasks or activities that will be performed in support of the goals.
PI&E Public Information & Education - Includes educational and promotional materials, advertising, and public relations activities.
Pre-Operational
Review
A meeting held during the first 90 days after the start of the OTS grant to review the grant program manual and grant
requirements.
Primary
Contact
Main point of contact for the grantee (subrecipient) during the duration of the grant agreement.
Program Area
Review team
The OTS Program Coordinators assigned to a program area to evaluate applications. Each team includes a program area expert.
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Program
Coordinator
The OTS staff member responsible for the effective
administration of grants and statewide highway safety
programs.
PSA Public Service Announcement - Public interest messages designed to raise awareness and change public attitudes and behavior towards a social issue. May be disseminated by the media for free or a fee (paid media).
QPR Quarterly Performance Report - Prepared by the subrecipient describing tasks, activities and equipment purchases that were made in support of the goals, objectives, and objective data points in the grant.
SAM System for Award Management- A 12-digit alpha-numeric unique entity identifier to detect different divisions of companies and provide easy reference for those seeking
information.
SD/SO Sheriff’s Department/Sheriff’s Office
SFST Standardized Field Sobriety Testing - Composed of three physical exercises used by enforcement officials during a DUI detection investigation to assist in determining impairment in suspected DUI subjects.
Sole Source Purchases or contracts awarded through a non-competitive process.
STEP Selective Traffic Enforcement Program - Intensive enforcement of a specific traffic safety laws with extensive communication, education, and outreach informing the public about the
enforcement activity.
Subrecipients A government or public entity receiving a highway safety grant from the OTS. Also referred to as “grantee.”
Subrecipient
General Costs
of Government
Reduction in subrecipient funds for an existing activity specifically because federal funds become available or are expected to be available to fund that same activity.
Source
Documentation
Any documentation required by the OTS and/or NHTSA to
support grant activities.
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SWITRS Statewide Integrated Traffic Records System - Database used by the CHP and other law enforcement agencies to capture and review crash data by jurisdiction, location, and other criteria.
Time Sheet Approved documentation detailing work hours performed by an employee on behalf of his/her employer during a set time period (i.e., weekly, bi-weekly, overtime).
TIMS Transportation Injury Mapping System – Developed by the UC Berkeley Safe Transportation Research and Education Center (SafeTREC) to geocode and map the statewide crashes in an efficient and simple manner.
Title VI
Assessment
Form completed by the subrecipient to ensure compliance with federal statutes and regulations relating to nondiscrimination.
Triennial
Highway
Safety Plan
(3HSP)
The document that the State submits once every three fiscal years documenting its highway safety program, including the State's highway safety planning process and problem
identification, public participation and engagement,
performance plan, countermeasure strategy for programming funds, and performance report. Outlines the state’s annual expenditure of federal highway safety grant funds for priority behavioral safety programs during the federal fiscal year (October 1 – September 30).
TSRP Traffic Safety Resource Prosecutor - Typically current prosecutors who provide training, education, and technical support to traffic crimes prosecutors and law enforcement personnel throughout the state.
TR Traffic Records
TRIP Traffic Records Improvement Project
Vertical
Prosecution
A method of prosecution that provides for the assignment of a prosecutor to a case from the initial point of referral to the completion of the resolution resulting in continuity and improved prosecution success.
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HIGHWAY SAFETY PROGRAM
The Office of Traffic Safety (OTS), headquartered in Elk Grove, is California’s lead traffic safety organization. Located within the California State Transportation Agency (CalSTA), the OTS is tasked with developing and implementing a highway safety program that addresses the behavioral factors that impact safety on the road.
The goal of the annual program is to prevent serious injury and death resulting from motor vehicle crashes so that all roadway users arrive at their destination safely. Using Federal Highway Safety Program funds, the OTS partners with political subdivisions of the state to address California’s highway safety needs at the state, county, and local level. The OTS cannot directly fund a 501(c)(3) nonprofit organization; however, these entities are eligible for funding through a “host” government or public entity (subrecipient) as a contractor.
DEVELOPMENT OF THE STATE HIGHWAY SAFETY PLAN
Problem Identification & Program Areas
Data analysis is essential to understanding who is crashing, where they’re crashing, and why. The OTS reviews local, county, and state crash data to identify roadway users – motorists, pedestrians, bicyclists, teens, older drivers, for example – with a statistically higher crash risk. This data, combined with citation, licensing, vehicle miles traveled, and demographic information, are analyzed to help the OTS and its partners understand what is prompting crashes and the resulting injuries and fatalities on California’s roadways not only statewide, but also at the county and city level. The OTS uses crash rankings to help individual cities compare their traffic safety statistics to those of a similar population size.
The OTS and cities use this data to monitor progress in addressing ongoing traffic safety problems as well as to identify emerging issues.
This information is also used to develop the Triennial Highway Safety Plan (3HSP), which details the extent of California’s crash problem and how federal highway safety dollars will be distributed into priority behavioral safety programs during the federal fiscal years (October 1 – September 30). The National Highway Traffic Safety Administration (NHTSA) has identified priority areas, which the agency
Vision - “Everyone traveling on California roadways will go safely” Mission - Effectively administer traffic safety grants that deliver innovative programs and eliminate traffic fatalities and injuries on California roadways.
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determines to be effective in reducing motor vehicle crashes, injuries, and fatalities. California’s 3HSP addresses NHTSA’s priority program areas and others including:
NHTSA Program Priority Areas
Alcohol-Impaired Driving Distracted Driving
Drug-Impaired Driving Emergency Medical Services
Motorcycle Safety Occupant Protection
Police Traffic Services Pedestrian and Bicycle Safety
Roadway Safety and
Traffic Records
Public Relations, Advertising, and
Marketing Program
The 3HSP not only describes what will be done to address these program areas, but also the goals and performance measures used to gauge progress.
Program goals and performance measures are selected based on severity, economic costs and number of agencies available to implement projects using proven countermeasures. Federal regulations require that the three common performance measures (fatalities, serious injuries and fatality rate) in the 3HSP have identical performance targets with the Caltrans Highway Safety Improvement Program (HSIP). These common performance targets shall be based on a five-year rolling average (only). For more information contact OTS or visit our web page at www.ots.ca.gov/About Us.
Project Solicitation and Development
The annual project selection process begins by notifying Grant Electronic Management System (GEMS) registrants through email of the open application period for the next federal fiscal year (October 1-September 30) and of funding workshop dates held each December. The message also announces when grant application forms and instructions will be available on the Grants/Apply Now page of the OTS website.
The Regional Grant Application Workshops, facilitated by the OTS staff, may be constructed to generate interest in a particular program area identified in the 3HSP and/or to address questions about the grant application process.
Additionally, the OTS staff review crash data and encourages government or public entities (i.e., law enforcement agencies, public health, fire departments, driving under the influence [DUI] courts, district attorneys, colleges and universities, school districts, and public emergency services providers) to apply for this grant funding opportunity or to attend a workshop.
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All grant applications are due January 31. The table below details the grant application process timeline.
Annual Grant Cycle
Month Activity
December OTS announces upcoming grant application period OTS conducts grant workshops
January 31 Deadline to submit grant applications to OTS February-May OTS reviews and ranks grant applications
June OTS submits grants to CalSTA for approval
OTS notifies subrecipients of grant application status
OTS holds pre-3HSP meeting with NHTSA (If applicable)
June - July OTS holds pre-funding meetings with subrecipients (as needed)
OTS develops draft grant agreements
OTS submits 3HSP to NHTSA (If applicable)
July - September OTS submits AGA to NHTSA
OTS sends grant agreements to subrecipients for review & signatures
September Signed grant agreements due to OTS
September 30 End of federal fiscal year
October 1 Federal fiscal year begins
OctoberDecember OTS holds pre-operation meetings with subrecipients Grant Eligibility
Before applying for a grant, all potential applicants should review the following list to ensure they meet eligibility requirements:
Are You Eligible for an OTS Grant?
The first step in obtaining grant funding is to determine if the project you want funded is eligible for Federal Funds administered by the OTS. Please review the information below before applying to see if your Agency and Program meet the funding criteria. Eligible applicants must meet the six criteria below:
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1. Will you use the funds for one of the program areas listed below? NHTSA Program Priority Areas
Alcohol-Impaired Driving Distracted Driving
Drug-Impaired Driving Emergency Medical Services
Motorcycle Safety Occupant Protection
Police Traffic Services Pedestrian and Bicycle Safety
Roadway Safety and Traffic
Records
Public Relations, Advertising, and
Marketing Program
2. Can your organization pay project expenses, and then wait 90 days to be reimbursed?
• Project expenses are reimbursed after the grantee pays for them.
3. Is your organization a government or public entity?
• If you are a 501c (3) non-profit organization, you will need a government or public entity as your host agency. Please contact our office for more information.
4. Have you cleared the Single Audit?
5. Do you have a SAM number?
6. Are you able to provide Traffic Safety Data that demonstrates how your program will save lives on CA roadways and be able to demonstrate using performance measures with one-year of funding?
If you are still unsure whether your project meets the criteria, contact our office for assistance at (916) 509-3030 or go to OTS Grants to start your application.
As criteria #3 indicates, the OTS cannot directly fund a 501(c)(3) non-profit organization; however, a non-profit that is registered with the California Secretary of State is eligible for funding through a “host” government or public entity (subrecipient) as a “contractor.” The host agency should include funding for the “contractor” under contractual services in its grant application. The host agency, however, will be required to follow their contracting procedures.
Acceptance and funding of the application does not imply an agreement or requirement for a “sole source” contract. If the contractor will receive more than $150,000 in grant funds, the host agency should conduct a pre-award review. (For more information, refer to Non-Profits in the Grant Requirements section of this manual.)
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Grant Types
Two types of grant applications are available – General grants and Grants Made Easy (GME). A qualifying government or public entity determines which type to use based on the problem to be addressed. Problem identification should be determined through analysis of local crash data, as well as data from the California Highway Patrol Statewide Integrated Traffic Records System (SWITRS) and the OTS Rankings for California cities and counties. The rankings, which are developed using the Empirical Bayesian Ranking or EB Method, factor in not only population and daily vehicle miles traveled, but also crash records and trends.
This results in a single, more accurate ranking. Rankings are available addressing fatalities and injuries; alcohol; motorcyclists; pedestrians; bicyclists; speedrelated, hit and run, and nighttime crashes; and composite.
A government or public entity should apply for a General grant if it is seeking funding to address traffic safety problems other than what are listed on a GME.
Unlike a GME, which includes pre-determined goals, objectives and activities by focus area (i.e., DUI Court, EMS, Occupant Protection, Pedestrian and Bicycle Safety, Probation, Selective Traffic Enforcement Program, Traffic Records Improvement Project, and Vertical Prosecution), a General grant may be customized.
Grant Application Process and Review
Application Submission
The online GEMS provides a paperless system for application entry, the OTS review, allocation of funds, budgeting, tracking expenditures, monitoring grant performance, and supporting the development of reports required by state and federal agencies.
Grant applications must be submitted through GEMS before 11:59 p.m. on January 31 of each year. Access to GEMS application forms is only available during the open application period; however, application training resources are available year-round. First time GEMS users are required to register and must be granted access by the OTS. Returning users can login using their existing credentials. Review the OTS GEMS webpage for more guidance.
GEMS provides an application template for each grant type that conforms to federal requirements as outlined in the CFR Title 2 Subpart A Chapter II, Subpart C 200.211 including sections for:
• Agency Identification, specific information regarding the agency including the agency SAM number;
• Problem Statement that details problem to be solved;
• Supporting Statistical Data that thoroughly documents the problem;
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• Proposed Solution, a discussion of what strategies will be taken to solve the problem (i.e., increased DUI enforcement, pedestrian education) and what resources it will leverage to implement the intervention; • Goals & Objectives, both grant types call for goals and objectives that are specific, measurable, action-oriented, realistic, time-framed (SMART); • Method of Procedure, includes a plan for daily managing of the grant (agency qualifications), and a plan for reducing reliance on federal grant funding in the future (sustainability);
• Evaluation, general and GME grant applications also outline media, data collection and reporting, evaluation, and administrative support requirements;
• Budget items and Budget Narrative, include a detailed budget estimate with supporting narrative, that includes all cost categories – personnel costs, travel expenses, contractual services, equipment ($5,000 or more per unit), and direct and indirect costs. Each category must be detailed by individual line items;
• Allows upload of supporting documents - While not required, it is strongly recommended that the grant application include a letter(s) of support from the governing body (i.e., Board of Supervisors, City Council) and, if applicable, the community.
All sections of the application must be complete for GEMS to accept the submission. GEMS will provide an individual application number. The system allows for multiple entry so that an application can be built over a period of time. Guidance is provided within GEMS to explain field entry requirements.
However, once submitted, the application is locked and cannot be altered by the applicant. To protect the integrity of the submission, the OTS can only view the application during its review process.
All applications successfully submitted on or before the January 31 deadline will receive the following automatically generated response via GEMS:
“Thank you for submitting your Traffic Safety Application. Applications are being reviewed for possible incorporation into our Highway Safety Plan for the next Federal Fiscal Year.
You will be notified when a decision has been reached concerning the status of your application. Thank you for your interest in traffic safety.” The status of the application is automatically updated to “Submitted”.
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Grant Application Review
Once the grant application period has closed, each application goes through an evaluation process. The application is assigned to a Program Area Review Team. The OTS Program Coordinators on the team review the application to determine if it:
• Will contribute to the California Traffic Safety Program; • Is compatible with NHTSA and OTS grant funding policies; • Falls under the OTS’ funding priorities, includes best practices and is a Strategic Highway Safety Plan priority;
• Addresses a serious problem that’s supported through comprehensive crash data analysis;
• Targets high-risk populations, high-risk behaviors, and high crash locations; • Is reasonable and proportional (strategy, time frame, budget) to the identified problem; and
• Is a continuation of an existing grant, was funded within the past five years or previously submitted and denied for funding and why.
Following this in-depth evaluation, the Review Team collectively prioritizes the applications and presents their assessment to the Branch Chiefs. The final meeting to determine funding approval involves the Review Team, the Branch Chief, the Deputy Director, and Director. The OTS then forwards its application funding recommendations to the California State Transportation Agency (CalSTA) for approval. All approved applications are included in the AGA, which is submitted on or before August 1 to NHTSA for review and approval.
Risk Assessment
The OTS is required by NHTSA, prior to making an award, to evaluate and document the risk for each entity selected for federal grant funding. The OTS will assess the applicant’s risk of noncompliance with federal statutes (Single Audit Compliance & Federal Debarment), regulations and the terms and conditions of the grant as well as the applicant’s financial stability, quality of management systems, history of past performance, and prior audit findings, if applicable. If the applicant does pose a risk, but the proposal has merit, the OTS may as a condition of awarding grant funds, conduct a pre-funding assessment meeting with the agency’s authorities, and/or impose specific terms or conditions. This information will be used to determine the appropriate level of monitoring if a grant is awarded.
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GRANT AGREEMENT & PRE-OPERATIONS MEETING
Following CalSTA review and approval of the OTS’ 3HSP and funding recommendations, the OTS will notify the government or public entity via GEMS email of the status of their application. Successful applications are converted by the OTS in GEMS to a draft grant agreement and assigned a grant number.
Draft Grant Agreement
The OTS works with the subrecipient to prepare the draft grant agreement using information included in the original grant application as well as any changes to the budget and/or strategies discussed. The draft grant agreement consists of the following documents:
• Traffic Safety Grant Agreement, Page 1 and Page 2 summarizes the terms of the contract between the subrecipient and the OTS. The page includes the grant number, grant title; name of the applicant agency; agency unit handling the grant; grant period and description; the amount of federal funds allocated; approval signatures of the Authorizing Official, Grant Director, and the Fiscal Official of the applicant agency; the authorizing official and Accounting Officer contact from the OTS; the agency’s SAM number; the budget funding data; NHTSA transparency reporting requirements; and the OTS fiscal approval signature.
• The Grant Description Schedule A outlines the grant’s purpose (supported by data), activities (i.e., strategies, tasks, reporting, evaluation method) and performance measures (goals and objectives), along with an administrative support statement from the appropriate governing body or official (i.e., city council, board of supervisors, county executive, city manager). All this information is taken directly from the original grant application and agency support letters.
• Detailed Budget Estimate, Schedule B, covers the entire one-year grant period (two years on an exception basis) beginning October 1 and ending September 30. Federal funding source information is provided to assist the agency with single audit compliance. Costs are divided into six categories which the government or public entity completed as applicable to its grant. (For more information on allowable costs, refer to Direct Allowable Costs in the Subrecipient Responsibilities & Procedures section of this manual.):
o Personnel Costs – Includes all classifications applicable to the grant, the hourly rate (based on the method of compensation for that classification) and percentage applicable to
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the grant. Overtime salaries must be broken out separately from regular pay. Reasonable cost of living increases, or merit increases are estimated and included. Benefits are included under personnel costs.
Estimated costs for this category should be provided by the agencies financial official.
o Travel Expense – Includes the estimated cost of grant-related travel expenses (transportation and per diem) segregated by in-state and out-of-state travel, using the subrecipient’s established reimbursement rates. If the subrecipient does not have a travel policy with established reimbursement rates, standard reimbursement rates apply per the California Department of Human Resources (CalHR). For rates consult the CalHR website.
o Contractual Services – Describes the estimated cost of services to be provided for each contract awarded on the grant using descriptive titles (i.e., “CPS Training,” “Evaluation Services,” “Public Awareness Campaign”) rather than a firm, agency, or individual names. Each contract must have its own sub-budget detailing the contractors’ expenses. For each contract, the agency is required to follow its established contracting policies.
Approval of the grant agreement does not imply agreement for a “sole source” contact.
o Equipment – Includes the estimated cost of each equipment item that costs $5,000 per unit or more and has a useful life of more than one year. The total cost of equipment (without discounts) includes modifications, attachments, accessories, or auxiliary apparatus necessary to make it usable for grant purposes as well as tax, shipping and installation.
o Other Direct Costs – Details the estimated cost of any other allowable direct grant expenses not covered under the previous categories including services not requiring contractual agreements and minor equipment such as office supplies, printing, educational materials, radar devices, child safety seats, bike helmets, and checkpoint supplies that support the grant goals and objectives. The agency must follow its established procurement policies. (Note: If a line item cost in this category is based on an allocation, it must be identified in the line item title as “Allocated Office Supplies” or “Communication Allocation.” Cost allocation plans may be requested to determine if costs are equitably distributed to the grant.)
o Indirect Cost – Details costs incurred for common or joint purposes (i.e., phone, supplies, administrative salaries) that are not a direct grant
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cost. An indirect cost benefits more than one cost objective and should be prorated equitably among all applicable functional areas.
For more information on indirect costs, refer to Allowable Indirect Costs in the Subrecipient Responsibilities & Procedures section of this manual.) Estimated costs for this category should be provided by the agencies fiscal official and supported by a current FFY Indirect Cost Rate approval letter from a federal agency.
• Budget Narrative, Schedule B-1, which provides line item descriptions, in the same order as the costs detailed in the budget estimate (Schedule B), and their relationship to the grant. The narrative addresses the following:
o Personnel Costs – Explains grant-related activities and/or responsibilities for personnel and provides itemized employee rates and benefits. (Since actual benefit costs differ for straight time and overtime hours, both rates are identified and itemized in their own benefit line.) o Federal guidelines prohibit using Federal grant funds to pay for routine and/or existing state or local activities that carry out the overall responsibilities of state, local, or federally recognized Indian tribal governments. This practice is known as General Costs of Government.
If a grant includes funding for straight time personnel, the OTS requires that the subrecipient include the following statement:
o “Any non-grant funded vacancies created by reassignment to a grant-funded position must be filled at the expense of the grantee agency.”
o Travel Expenses – Details the travel necessary to complete grant objectives including conferences, seminars, training and/or out-ofstate trips and corresponding costs using the subrecipient’s established travel policies and reimbursement rates. If no policy exists, it is noted in the narrative. If the subrecipient does not have a travel policy with established reimbursement rates, standard reimbursement rates apply per the California Department of Human Resources. For rates consult the CalHR website.
o Contractual Services – Includes a brief description of the services provided by each contract identified in the budget estimate and how they relate to the grant objectives. Each contract must have its own sub-budget with detail. For more information on contractual services, refer to Contractual Services in the Grant Requirement section, and
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Financial Management in Subrecipient Responsibilities & Procedures, and also Contractual within the same section.
o Equipment – Includes a brief description of the item(s) identified in the budget estimate, how it (they) will be used and if costs include any attachments, accessories, auxiliary apparatus, installation, or modification. Equipment brand names are not used.
o Other Direct Costs – Provides a brief description for each line item in the budget estimate by expense type, indicating how they support the grant goals and objectives. (For more information on direct allowable costs, refer to the Subrecipient Responsibilities & Procedures section in this manual.)
o Indirect Cost – Provides a brief description of how costs will be calculated (i.e., salaries, salaries and benefits). (For more information on indirect cost, refer to Direct & Allowable in the Subrecipient Responsibilities & Procedures section in this manual.)
• Certifications & Assurances, which document the federal terms, assurances and certifications that apply to the agreement between the OTS and the subrecipient. These may be reviewed in Appendix A in this manual.
Final Grant Agreement
Once the draft grant agreement is approved in GEMS, it is converted into a final grant agreement. The assigned OTS Program Coordinator e-mails a copy to the Primary Contact and Authorizing Official listed on the agreement with completion instructions. The official will also receive a GEMS User Authority form (see Authorizing Officials in the Subrecipient Responsibilities section) to designate individuals who can represent the agency for grant activities. The Authorizing Official, Grant Director, and the Fiscal Official will electronically sign the grant and the designation form. If the agreement requires governing body approval, the agency should notify the OTS of the timetable for that process.
Once the agreement is returned to the OTS, the agreement is signed by the appropriate OTS authority. The agency will then receive notification that the grant is active and can be viewed and downloaded from GEMS.
The signatures of the authorized representatives indicate that the subrecipient agrees to comply with the requirements outlined in the grant agreement. The subrecipient may not proceed with any expenditure associated with the grant
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until the authorizing Official receives notification from the OTS and it is on or after the effective grant start date.
Pre-Operational Review
The OTS conducts a pre-operational review with all subrecipients within the first 90 days (between October and December) after the grant period begins. The review is conducted either by phone, virtually, or in-person with the OTS Program Coordinator at a mutually agreed upon time and location. Since the purpose of the meeting is to review in detail the grant operational and fiscal requirements outlined in the OTS Grant Agreement, the individual(s) responsible for administering the grant should attend the meeting. The Authorizing Official, Fiscal Official, and Grant director are strongly encouraged to participate in the pre-operational review, if available. The OTS Program Coordinator will review the grant goals and objectives along with base year data; equipment report, if applicable; the grant claim invoice and detail; and quarterly performance report. After the meeting, the Pre-Operational Review, which lists all who were in attendance, what was discussed and any other pertinent information, is completed by the OTS Program Coordinator in GEMS.
GRANT REQUIREMENTS
Reimbursement of approved grant expenditures is contingent upon the subrecipient complying with all grant requirements and the appropriation of sufficient funds by the federal government and the California Office of Traffic Safety. The OTS does not represent or guarantee the availability of federal highway safety funds for initial or subsequent year funding. If during the term of the grant federal funds are reduced or eliminated, the OTS may immediately terminate or reduce the grant award upon written notice to the subrecipient’s Authorizing Official.
Once a grant has been awarded and becomes effective, the OTS reimburses the subrecipient for actual expenditures related to approved activities. Only costs incurred within the approved grant period and that do not exceed the federally obligated funds as indicated in the agreement are reimbursed. The goals and objectives outlined in the grant should be accomplished during the grant period and within the approved budget.
Federal & State Regulations Governing the OTS Grants
The Office of Management and Budget (OMB) 2 CFR Part 200, Uniform Guidance for Federal Awards, is the federal administrative regulation under which the OTS grants operate. Agencies receiving highway safety funds must adhere to these requirements. The OTS is as restrictive as the requirements of
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2CFR Part 200 and 2 CFR Part 1201 (implementing regulations). However, in some cases, the OTS may be more restrictive to allow time for the submission of reports to NHTSA which include subrecipient information. (Refer to Appendix B, General Terms and Conditions in this manual.)
The expenses and costs eligible for reimbursement under the highway safety program are those stipulated in the approved grant budget. To be allowable, costs must be necessary, reasonable, allocable, and expended according to the appropriate federal and state statutes or grant regulations outlined in 2 CFR Part 200.416 and Appendix VII (for state, local or tribal government), 2 CFR Parts 200.418 and 200.419 and 2 CFR Part 200 Appendix III (for educational institutions) and 2 CFR 414, and Appendix IV (for private non-profit organizations other than higher education institutions or hospitals). When evaluating reasonable cost, subrecipients should consider the following:
• Is the cost generally recognized as ordinary and necessary for the performance of a government or public entity?
• Does the cost exceed the market price for comparable goods or services?
• Was restraint used and requirements followed (i.e., sound business practices, arm’s length bargaining)?
• Did the person act prudently and responsibly in expending public funds? • Did the subrecipient adhere to established procurement practices thereby ensuring the cost to the OTS is justifiable?
All procurement and contractual transactions must be conducted in a full, open and competitive manner consistent with the standards of 2 CFR Part 200.318. Sole source procurement or contracting is discouraged, because it is inconsistent with a policy of full and open competition. Grant management rules require the OTS to monitor subrecipients to ensure compliance with applicable federal requirements and cost principles. (For more information, refer to the Monitoring section in this manual and Audit information provided below.)
Audits
Audits are conducted to determine the fiscal integrity of financial transactions and reports, as well as compliance with laws, regulations and administrative requirements. All grants awarded by the OTS are federally funded by the U.S.
Department of Transportation/NHTSA and recorded in the catalog of Federal Domestic Assistance (CFDA). If a subrecipient or its parent agency expends over $750,000 in federal funds from any source, a single audit procedure is required by the Single Audit Act for State and Local Agencies, 1996
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Amendments, Public Law 104-156. Current code 2 CFR Subpart F - Audit, Part 200.501 describes the audit requirements. All agencies meeting this threshold, must submit a copy of their completed audit to the California State Controller’s Office.
State highway safety offices are required to review the Federal Agency Clearinghouse for existing audits submitted by entities meeting the $750,000 threshold. Annually in July, all proposed and current subrecipients that have not met the federal single audit requirement receive a letter from the OTS requesting resolution. If a subrecipient is unable or unwilling to have an audit conducted in accordance with 2 CFR Subpart F - Audit, Part 200.501, the OTS may administer the following sanctions: withhold a percentage of the grant award, withhold or disallow overhead cost, suspend the grant until the audit is conducted or an exemption certification is submitted, or terminate the grant.
In addition to the federal single audit requirement, the California Department of Finance Office of State Audits and Evaluations (OSAE) conducts financial and compliance audits and monitoring activities on behalf of the OTS in accordance with government audit standards. These audits are performed to aid the OTS in complying with federal audit requirements and grant fund oversight. (For more information, refer to the Monitoring section in this manual) Federal Funding Accountability & Transparency Act
Passed by Congress in 2006, the Federal Funding Accountability and Transparency Act (FFATA) requires the OTS to report each action (sub-award and executive compensation) that obligates $25,000 or more in federal funds during the grant year. The subrecipient is exempt from this requirement if, during the previous year, its gross income from all sources was less than $300,000.
Procurement Standards (Competitive & Sole Source)
A subrecipient of federal grant funds awarded by the OTS must follow the same policies and procedures it uses for procuring goods and services with nonfederal funds provided they conform to applicable state laws as well as federal laws and standards outlined in 2 CFR Part 200.318. A copy of the subrecipient’s established procurement procedures must be readily available for audit purposes upon request from the OTS. State government agencies must comply with contract and procurement policies and procedures set forth in the California State Administrative Manual and the California State Contracting Manual. Three competitive bids should be secured for each purchase or service.
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Purchases or contracts awarded by a non-competitive process or sole source are allowed only when small purchase procedures, sealed bids or competitive proposals are unfeasible, and the following applies:
• Goods or services are only available from a single source. • Public need or emergency will not permit a delay resulting from a competitive solicitation.
• Competition is determined to be inadequate after soliciting a number of sources.
Sole source approvals must be granted in accordance with the subrecipient’s procurement and contracting directives addressing non-competitive procurement and contracting. All exceptions must follow state guidelines.
Buy America Act - 23 USC 313
Prohibits states and their subrecipients from using highway grant funds to purchase products over $5,000.00, unless they are manufactured or assembled in the U.S. This prohibition applies to steel, iron and all manufactured products, unless a waiver is granted by the U.S. Secretary of Transportation. There is no minimum purchase threshold that exempts the need for a waiver under the Buy America Act.
The Buy America Act is also contained within Appendix A - Certifications and Assurances for Highway Safety Grants, which become a part of a signed grant agreement.
Contractual Services
Subrecipients may use consultants and contractors, secured through a competitive bid or proposal as previously described in the Procurement Standards in this manual, to achieve the goals and objectives outlined in a federal funded highway safety grant. However, the subrecipient should not enter into a contract until the grant agreement is signed and authorized by the OTS, and effective after the grant start date. The subrecipient is responsible for verifying contractor eligibility by checking the System for Awards Management website or adding a self-certification clause or condition to the contract (see Certification Regarding Debarment and Suspension included in Appendix A of this manual).
The subrecipient is responsible for managing all contracts issued using the OTS grant funds including:
• Ensuring the contractor complies with all contract provisions.
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• Ensuring services are performed according to the quality, quantity, objectives, timeframes, and manner specified in the contract. • Ensuring that all work is completed and accepted before the contract expires.
• Assessing and requesting amendments, renewals or new contracts as required allowing sufficient time to process and execute these changes before the contract expires to prevent lapse in service. • Ensuring that contracts are amended after any grant agreement revision that affects the contract terms.
• Reviewing and approving invoices for payment, ensuring payments are made in accordance with contract terms, all costs are budgeted and allowable, and work has been performed.
• Monitoring contract expenditures to ensure there are sufficient funds to pay for all services rendered as required by the contract. • Verifying all requirements of the contract are fulfilled before submitting the final invoice.
• Ensuring that all Personnel Activity Reporting (PAR) requirements are met. (For more information, refer to Personnel Source Documentation in the Direct Allowable Cost & Source Documents section in this manual.) Nothing contained in the grant agreement creates a contractual relationship between the OTS or the State of California and the contractor. The subrecipient is responsible for monitoring the activities of the contractor to ensure it is achieving the desired results as outlined in the contract and grant agreement, and that federal grant funds are used for purposes authorized in the grant agreement and in compliance with federal and state statutes and regulations.
The subrecipient, not the OTS or the State, is responsible for paying its contractors.
The subrecipient is the responsible party and remains liable for the performance of the terms, conditions, assurances, and certifications of the grant agreement that specifically relate to the contractor. The subrecipient is as fully responsible to the OTS and the State for the acts and omissions of its contractors and the contractor’s employees as it is for its own employees. In the event of a contractual and/or administrative issue arising out of a contract entered into in support of the grant agreement, the subrecipient, not the OTS or the State of California, is responsible for resolving all disputes, claims or other matters of a contractual nature as well as civil liability arising out of negligence or intentional misconduct on the part of the contractor.
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Non-Profits
Contractual agreements with 501(c)(3) non-profit organizations (“contractors”) registered with the California Secretary of State are allowable and must be on a cost reimbursement basis and include detailed budgets with budget narratives descriptive enough to limit misinterpretation of allowable cost items. If the value of the contract is more than $150,000, the host agency is responsible for conducting pre-award reviews, as necessary, to determine if the non-profit can perform in accordance with the terms, conditions and specifications in the contract and all applicable state and federal requirements. The review should determine:
• the propriety of the amounts in the cost proposal;
• the ability of the contractor’s accounting system to accumulate and segregate reasonable, allocable and allowable costs for charges related to the contract; and
• that the agreement complies with all applicable state and federal procurement criteria.
The pre-award audit may be waived if the non-profit has a successful history with the host agency.
Traffic Enforcement Agencies
A subrecipient’s traffic enforcement personnel and any equipment funded under a grant agreement must be solely dedicated to grant supported enforcement tasks unless a crime is committed in the officer’s presence, the officer is responding to a distress call, or all available enforcement personnel are responding to a riot. Nothing in the grant agreement (i.e., goals, objectives) should be interpreted as a formal or informal requirement that a police officer issue a specified or predetermined number of citations.
Institutions of Higher Education
Colleges and universities may enter into contracts to perform applicable provisions of a grant agreement. The terms and conditions of a grant agreement is detailed in Appendix B.
Limitation of Liability
The subrecipient is responsible for the settlement of any and all claims and lawsuits arising from or incident to the OTS’ non-payment of a subrecipient’s claim. The subrecipient expressly acknowledges that their responsibility including the payment of all damages, expenses, penalties, fines, costs, charges, and attorney fees, if the claims and lawsuits are based upon the OTS’
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nonpayment of claims. The subrecipient will defend any suits brought upon all such claims and lawsuits and pay all costs and expenses.
The agreement entered into with the OTS is subject to any applicable restrictions, limitations or conditions entered by the U.S. government subsequent to the execution of the grant agreement.
SUBRECIPIENT RESPONSIBILITIES & PROCEDURES
When a government or public entity accepts federal highway safety funds, it agrees to fully comply with all requirements in this manual and any periodic changes that may be made during the grant period. The government or public entity designated Subrecipient Authorizing Official will be notified in writing of any changes via email and/or mail.
It is critical that the agency officials carefully review the federal regulations outlined in 2 CFR Part 200 and 1201 and the certifications and assurances included in the grant agreement and in Appendix A and B in this manual. The Governor is the responsible official for the administration of California’s highway safety program through the OTS (which has adequate powers and is equipped and organized to carry out the program) and must assure compliance with applicable statues and regulations. By accepting federal highway safety funds, the government or public entity or subrecipient is also bound by these certifications and assurances.
Authorizing Official
The Authorizing Official has contract binding authority. Once the grant agreement is finalized by the OTS, the Authorizing Official will receive from GEMS an alternate signature/GEMS user authority email. The attached GEMS User Authority form (OTS-55) allows the official to delegate up to five (5) authorized users. The form is submitted to OTS via email. Retain the original form in the agencies official grant file. All individuals listed on this form and will be able to log in to GEMS for all matters relating to the OTS grant, including, but not limited to, completing and submitting Quarterly Performance Reports (QPRs) and reimbursement claims.
Grant Director
The Grant Director (i.e., police chief, police sergeant, traffic engineer) is responsible for establishing operating procedures and controls that ensure adequate administration of the grant in accordance with the terms of the agreement as well as all applicable statutes and regulations. He/she is responsible for meeting work schedules, maintaining costs within the approved
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budget(s), compiling sufficient documentation to validate grant progress and fund expenditures, submitting timely and complete grant reports, and the grant evaluation. The Grant Director must be available for periodic operational reviews with the OTS Program Coordinator.
Fiscal or Accounting Official
In addition to the Grant Director, the subrecipient must also identify the Fiscal or Accounting Official who is responsible for ensuring that budgeted costs comply with the agency’s standard policies and procedures and that the agency’s accounting system conforms to generally accepted accounting principles. The Fiscal Official should also carefully review the federal regulations outlined in 2 CFR Part 200 and 2 CFR Part 1201 and the certifications and assurances included in the grant agreement and in Appendix A and B in this manual.
Change Authorized Officials or Delegation
Contact the OTS for changes to the Agency officials listed on Page 1 of the grant agreement, submit an email detailing the change. The OTS will provide further instruction by email. Resubmit the OTS-55, should changes occur to those listed on that document.
Financial Management
The subrecipient must have adequate and appropriate internal controls in place for every OTS grant that assures awards are managed in compliance with state and federal statutes and regulations. These controls should ensure that all cash, real and personal property, and other assets are safe guarded and used solely for purposes authorized in the grant agreement.
A separate account or fund must be established for each highway safety grant and all grant costs should be separately and accurately recorded. Additionally, the Fiscal Official should ensure that all claims for reimbursement are limited to those specifically authorized in the grant agreement and that they are prepared using grant accounting records or a process that reconciles claims at least quarterly with the grant records.
While the OTS establishes an electronic copy file for each grant, it is strongly recommended that copies of all financial records pertaining to a grant be stored in a grant file (hard copy, electronic, or both) maintained by the subrecipient’s Fiscal Official or Authorizing Official. This will make it easier to submit claims, complete status reports, respond to questions, and reference documents. The file should include information pertaining to grant awards, authorization, financial obligations, unobligated balances, assets, expenditures, and, if applicable, income (contact OTS for additional reporting requirements).
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It should also include a copy of the subrecipient’s internal purchasing policies and procedures. At a minimum, the policies must meet state requirements; they may not be less stringent. If no written policies exist, the subrecipient is subject to the state’s purchasing guidelines.
Subrecipients must maintain records that sufficiently detail the procurement history for all purchases. At minimum, these records should detail the rationale for the method of procurement and selection of contract type, written selection procedures, documented reasons for rejections, and the basis for the contract price. For sole source procurements, the records must at minimum include justification of why the purchase/service cannot logically and reasonably be made through a competitive bidding process including the consequences if not approved, a list of the vendor’s or contractor’s unique qualifications, experience, etc., and a detailed cost analysis.
The subrecipient must retain all source documents and records in the file and make them available for federal and state audits for at least three years following the date of the final reimbursement of grant expenditures or final disposition of equipment purchased with grant funds, whichever is later.
Records must be retained beyond this time period if there are unresolved audit findings. (For more information, refer to Audit section and the Monitoring section of this manual.)
Fraud Prevention
A subrecipient must have strong training programs in place that address policies, procedures and controls, with a particular emphasis on fraud prevention. Effectively supervising and monitoring employees working on the grant is critical. Examples of fraud include but are not limited to: falsified time sheets, grant applications, quarterly performance and final reports, contracts, or competitive bids; expenditure reports that falsely indicate federal funds have been expended; reporting activities, citations or arrests that did not occur; embezzlement; bribery; extortion (acting under color of official right); obstruction of justice; and destruction of records.
If a subrecipient determines there is fraud, and/or a conflict of interest associated with a federal highway safety grant, this information must immediately be detailed in writing and forwarded to the OTS Program Coordinator. The OTS Program Coordinator will notify the OTS management, who in turn, is required to report any fraud or conflict of interest associated with a federal highway safety grant to NHTSA.
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Safeguarding Personal Information
A subrecipient must take reasonable measures to safeguard protected personally identifiable information and other information NHTSA or the OTS designates as sensitive or that the subrecipient considers sensitive consistent with applicable federal, state, and local laws regarding privacy and obligations of confidentiality as prescribed under 2 CFR Part 200.303.
Direct Allowable Costs & Source Documents
The OTS uses the cost principles outlined in 2 CFR Part 200 Subpart E and NHTSA policy and guidance to determine necessary, reasonable, allocable, and allowable costs consistent with policies, rules and regulations conforming to limitations or exclusion of cost. A subrecipient is required to adhere to these same requirements when administering grant funds. (For more information, refer to Federal & State Regulations in the Grants Requirement section in this manual).
A subrecipient is responsible for determining whether a cost for a specific service, function or item (i.e., supply, equipment) is a direct cost, direct allocation (costs such as depreciation, rental, facility operation and maintenance that are prorated and the benefit to the grant can be directly measured) or allowable indirect cost (costs incurred for common or joint purposes that are prorated to a grant based on the benefit received but are not readily associated with a specific grant). For federal highway safety funded grants provided by the OTS, direct costs are categorized in the grant agreement as personnel, travel, contractual services, equipment and other direct costs (i.e., office supplies, educational materials). For more information on allowable costs for federal grant funded programs, consult the NHTSA Highway Safety Grants Program Resources Guide website. Supplemental information and clarification regarding allowable and unallowable costs are published in the NHTSA memorandum titled “Use of NHTSA Highway Safety Grant Funds for Certain Purchases”.
Adequate documentation is required for a cost to be eligible for reimbursement.
The criteria for ensuring a subrecipient has adequate source documentation are provided under each direct cost category below:
Personnel
Personnel costs include only direct compensation of wages and fringe benefits of subrecipient employees hired expressly for the grant and for the time and effort spent on grant-related activities. Grant funds may be used for wages, special compensation, or other authorized absences such as annual and sick leave provided the cost for the employee is reasonable for
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the services rendered, follows an appointment made in accordance with state or local laws and rules, and meets federal requirements.
Grant funds may also be used for employee fringe benefits for authorized absences such as annual leave and sick, as well as employer’s contributions to social security, health insurance, workmen’s compensation, and the like provided they are granted under approved plans and distributed equitably to the grant and all other activities. Costs for authorized absences are only reimbursable up to the amount earned during the term of the grant.
Source Documentation:
If an employee of a subrecipient or contractor (excluding an employee only receiving OTS funding for overtime) is receiving less than 100% of funding from the OTS for personnel services or is receiving 100% of funding from the OTS but the funding comes from more than one federally-funded grant, his/her time distribution to the federally funded grant must be supported by an after-the-fact Personnel Activity Report (PAR). This requirement also applies to employees of non-profits and institutions of higher education.
A PAR is an employee-maintained timesheet or log which accounts for 100% of the employee’s time. It is used to identify effort spent on multiple programs/federal funds. A PAR must:
• reflect the employee’s after-the-fact distribution of time by program/federal fund;
• account for the total activity by program/federal fund for which each employee is compensated whether grant-related or not; • be prepared at least monthly and coincide with one or more pay periods; and
• be signed by the employee and his/her supervisor.
A digital signature and/or online PAR is acceptable provided the subrecipient or contractor can demonstrate and document that the actions detailed on the PAR were performed by the employee.
An employee of a subrecipient or contractor receiving 100% of funding from the OTS for personnel services is not required to complete an afterthe-fact PAR. Instead, the subrecipient may choose to have the employee complete the Employee Time Certification form stating that the employee worked solely on the federally funded program for the period covered by the certification. This certification must be prepared at least semi-annually and signed by the employee and supervisory official who
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has firsthand knowledge of the worked performed by the employee. Both of these forms will be provided by the OTS Program Coordinator during the Pre-Operational Meeting.
Travel
Allowable travel expenses incurred by personnel identified in the grant budget include transportation, food and lodging that meet the subrecipient’s documented travel policies. The travel should occur prior to the claim submission for reimbursement.
If the subrecipient’s travel policy does not include maximum allowable lodging rates, these costs may not exceed the state’s lodging rate unless written justification is submitted and approved by the OTS. If the subrecipient does not have documented travel policies, the State Travel Policies apply.
Out-of-state travel expenses require written approval from the OTS prior to incurring costs unless identified in the Budget (Schedule B) and the Budget Narrative (Schedule B-1) of the grant agreement.
Expenses associated with attending meetings and conferences, where the primary purpose is the dissemination of technical information, are allowable.
These include transportation, registration fees, and other incidental costs.
Source Documentation:
• Travel expenses must be supported by properly prepared employee expense reimbursement claims, including required receipts per the documented travel policy. For audit purposes, all receipts must be retained for a minimum of three (3) years after final payment, unless a longer period of records retention is stipulated.
• Conference or seminar expenses must be supported by an event agenda.
• For meetings or conferences, documentation must indicate that the primary purpose was for dissemination of technical information. • For costs associated with the use of agency-owned vehicles, documentation must indicate who used the vehicle, when, for what purpose, and number of miles driven. Documentation must also explain how the mileage or other billing rate(s) was developed if the state rate is not used.
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Contractual Services
This applies to any professional services and associated costs necessary to complete the grant objectives, not available through the subrecipient, requiring contractual agreements that are entered into in accordance with the subrecipient’s normal procedures.
Source Documentation:
• Services provided by an individual, organization, firm, or agency must be supported by a properly executed contract or interagency agreement.
• Payments must be supported by itemized invoices and made in accordance with the terms of the agreement.
• The subrecipient must maintain records that sufficiently document the procurement process associated with the contract.
Equipment
Equipment is any non-expendable, tangible personal property costing $5,000 or more with a useful life of at least one year that is required to carry out grant activities (i.e., motorcycles, radar trailers, some extrication equipment).
The total cost includes modifications, attachments, accessories, or auxiliary apparatus needed to make it usable for grant purposes as well as tax, shipping and installation (excluding any discounts).
All equipment purchased using federal highway safety funds require written approval from NHTSA, which is handled by the OTS during the grant application process. Equipment purchased with grant funds must be used for traffic safety purposes only. Non-authorized use of equipment is grounds for refunding a portion of the equipment value to the OTS. All equipment purchased with grant funds must comply with the Buy America Act, in this manual. Additional guidance is available from the OTS Program Coordinator.
The subrecipient must have procedures in place for managing equipment (including replacement equipment) purchased in whole or in part using the OTS funds that at minimum include:
• Adequate controls for safeguarding against loss, damage or theft; • Provisions for replacement due to circumstances other than normal wear and tear;
• Maintenance procedures to ensure good working condition; and • Complete records (detailed below).
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For information on equipment monitoring, refer to the Monitoring Section in this manual. Equipment disposition is discussed in the Grant Close Out section of this manual.
Source Documentation:
Equipment must be reported to the OTS using the Equipment Reporting Form. The form is generated in GEMS at the time the subrecipient requests reimbursement for the purchase on a claim. The OTS uses this form for monitoring purposes, but it should not be used by the subrecipient as a substitute for appropriate equipment control records which should include the following information:
• Description of the item with serial or identification numbers; • Federal funding source (FAIN number);
• Acquisition date and total cost including federal share; • Source and title holder;
• Location, condition; and
• Disposition data including date of disposal and sale price.
Other Direct Costs
This includes any other supplies or services (i.e., educational materials, DUI checkpoint supplies, child safety seats) of a non-contractual nature with an acquisition cost of less than $5,000 purchased using highway safety funds.
These purchases do not require NHTSA pre-approval. However, these items or services must be used in support of the grant. Non-authorized use of supplies or services is grounds for refunding a portion of the value to the OTS.
The cost of the item or service, which would not otherwise be allowable using the subrecipient’s general funds, may not be purchased with federal grant funds. Additionally, if joint costs are prorated as direct costs to the grant, the allocation method must be reviewed by the OTS to determine reimbursement eligibility.
Grant funds may be used for the development of new training curricula and/or materials that do not duplicate materials already developed for similar purposes by U.S. DOT, NHTSA, the Federal Highway Administration or the State of California.
The subrecipient should contact their OTS Program Coordinator for guidance on allowable supplies and services and refer to the Public Information & Education Section of this manual for information concerning the inclusion of logos on materials. All items purchased with grant funds, over $5,000, must comply with the Buy America Act.
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Source Documentation:
All other direct costs must be supported by purchase orders or other original procurement documents signed by the appropriate authority.
The subrecipient should also have itemized invoices or properly signed and dated delivery and/or packing slips. Rental or lease costs must be supported by detailed agreements.
Allowable Indirect Costs
Allowable indirect cost rates are reimbursed as defined in 2 CFR Appendix E Part 414 . Indirect costs are those costs incurred for common or joint purposes (i.e. telephone, administrative services, depreciation, facility and equipment maintenance) and not assigned to a highway safety grant as a direct cost.
Indirect costs benefit more than one cost objective and should be prorated equitably among all applicable functional areas (OTS grant and non-grant related).
A non-profit that does not have an approved indirect cost rate may elect to charge a de minims rate of 10% of modified total direct costs. Guidance on establishing an indirect cost rate as well as regulations for negotiating and approving this rate is outlined in Appendix IV of 2 CFR Part 200, Indirect Costs Identification and Assignment and Rate Determination for Non-Profit Organizations.
A subrecipient that does not already have an approved federally-recognized indirect cost rate negotiated with the federal government must negotiate a rate with the OTS as outlined in 2 CFR 200.331(a)(4). Once the indirect rate is negotiated, it must be accepted by all federal agencies (i.e., NHTSA, FHWA) as outlined in 2 CFR 200.414(c)(1).
Source documentation (i.e., a subrecipient’s federally approved indirect cost rate letter) must be available to support an indirect cost rate authorized by the federal government. If the subrecipient’s indirect cost rate is amended or changed during the term of the grant, the new indirect cost rate plan and approval letter must be submitted to the OTS.
Unallowable Costs for Selected Items
The following is a list of selected costs that are ineligible for reimbursement under the Highway Traffic Safety Program. A subrecipient should contact the OTS Program Coordinator for guidance regarding the other costs not discussed previously or below in this manual.
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Construction & Facilities
• Highway construction, maintenance and/or design
• Construction or reconstruction of permanent facilities such as paving, driving ranges, towers, and non-portable skid pads
• Highway safety appurtenances including longitudinal barriers such as guardrails, regulatory and warning signs and supports, field reference markers, luminaire supports, and utility poles
• Construction, rehabilitation or remodeling of any building or structure • Cost of land
• Purchase of office furnishings and fixtures such as but not limited to: desk, chair, table, shelving, coat rack, credenza, book, filing cabinet, floor covering, office planter, storage cabinet, portable partition, picture, wall clock, draperies/hardware, fixed lighting, lamp
Equipment
• Traffic signal preemption systems
• Automated Traffic Enforcement Systems
Training
• Cost of the individual’s replacement hourly rate while attending training, unless the personnel position is already grant supported Program Administration
• General Costs of Government, which includes the use of funds for routine and/or existing governmental activities that constitute general expenses required to carry out overall responsibilities of a government entity • Promotional items (i.e., key chains, pencils, mugs)
• Entertainment costs including amusement and social activities and any costs directly associated with the purchase of tickets to shows or sporting events, meals, lodging, rentals, transportation and gratuities • Alcoholic beverages for any consumption purposes including controlled training settings for law enforcement training
• Contributions and donations, including cash, property and services to others regardless of the recipient
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• Cost of fundraising, including financial campaigns, solicitation of gifts and similar expenses incurred to raise capital or obtain contributions • Contingency provisions for contributions to a contingency reserve or similar provision for unforeseen events excluding self-insurance reserves • Fines, penalties, damages, and other settlements resulting from violations or non-compliance
• Costs of commercial insurance that protects contractor for correction of defects in materials or workmanship
• Costs not recovered under one grant agreement are unallowable under other grant agreements
• General liability insurance
Grant Revisions
A subrecipient may request a revision to the grant agreement that is necessary to enhance the operational efficiency of the highway safety grant. This includes any changes that may affect the overall budget or a specific budget line (including moving funds between line items and/or cost categories), a subbudget or contractual services, as well as the addition of travel (in and out-ofstate), and/or a significant change in goals, objectives and/or procedures that affect the grant scope or end date.
The Authorizing Official, Fiscal Official, or Grant Director must submit to the OTS Program Coordinator a detailed explanation and justification for a grant revision. In advance of sending written notification, the subrecipient is encouraged to contact the OTS Program Coordinator to discuss any proposed grant revision.
Once a revision request is received, the OTS carefully reviews it taking into consideration the subrecipient’s current and past grant performance, timeliness and quality of claims and quarterly performance reports, the circumstances and justification for the change, and availability of grant funds. The subrecipient should allow sufficient time for the review process (which may also require NHTSA approval), keeping in mind that no grant funds may be expended until written notification of the status of the request (approval or denial) is provided by the OTS.
Failure to comply could jeopardize claim reimbursement.
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CLAIMS PREPARATION & REIMBURSEMENT
Claim Preparation
To request reimbursement of an approved grant expenditure, the subrecipient must complete a Grant Claim Invoice in GEMS and Contractual Services Summary Sheet, if applicable. These forms must be input into GEMS no later than 30 days following the end of the calendar quarter as follows:
Quarter Time Period Due Date
First October thru December January 30
Second January thru March April 30
Third April thru June July 30
Fourth July thru September October 30
An invoice showing “zero net” must be submitted even if no expenses were incurred during that quarter. Failure to submit quarterly grant claim invoices by these due dates may result in suspension of the grant, loss of grant funding and/or a denial of future grant funding. Additionally, invoices will not be processed for subrecipients that fail to provide Quarterly Performance Reports for two or more quarters. (For more information, refer to the Grant Reports section, Quarterly Performance Reports in this manual.) The grant claim invoice should be prepared using the subrecipient’s accounting records and include costs incurred during that time period. Enter the exact cost, do not round off numbers. To ensure proper accounting of reimbursements, grant claim invoices submitted to the OTS should be recorded as a receivable in the subrecipient’s accounting system.
Subrecipients access Claims from the Grant Agreement list view on their GEMS home page. The form is pre-populated with the grant budget items against which claims for reimbursement can be made. The form also indicates budget remaining for each item based on prior claims that have been reviewed and approved.
Personnel Costs, enter the claimed hourly rate and/or overtime costs, if applicable. Source documentation is maintained by the subrecipient in the event of an audit and/or the Grant Performance Review (For more information, refer to Grant Performance Review in the Monitoring Section of this manual.)
Fringe Benefits, enter the pertinent information for authorized absences such as annual leave and sick leave, as well as employer’s contributions to social
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security, health insurance, workmen’s compensation, and the like provided they are granted under approved plans, and are distributed equitably to the grant and all other activities.
Travel Costs, enter the pertinent travel information and claimed costs, if applicable in accordance with the Subrecipient Responsibilities section, Travel. Upload source documentation organized by in-state and out-of-state travel for each individual(s) trip or training. For each individual trip or training, group all source documents together and clearly label each with the traveler’s name and approved trip or training identified in the Budget of the agreement.
Contractual Services, enter the claimed contractual services amount by line item in the GEMS Grant Claim Invoice Screen including entry into subbudgets if applicable. Upload all source documents for each contractor, group all source documents together and clearly label each with the line item identification and/or contractor’s name.
Equipment, enter the claimed amount, if applicable. GEMS will require completion of the Equipment Report as part of the claim. GEMS automatically creates the first Recertification record with a Recertification due date that is 2 years from the date of original claim.
Assemble and upload applicable invoice(s). If sales tax is not included on the invoice, provide a statement that includes the following: “Charge is for California Sales Tax that will be paid to the California Department of Tax and Fee Administration (CDTFA),” amount of sales tax for each item, and date tax is paid to BOE. For each line item, assemble all source documents together and clearly label each with the line item name.
Other Direct Costs, enter the claimed line item amount, if applicable and upload invoices or receipts. For each line item, assemble all source documents together and clearly label each with the name of the line item.
Indirect Costs, the approved rate is already entered in the agency information tab and will automatically calculate, if applicable. No source documents are required; however, the subrecipient should have its indirect cost allocation approval letter on file.
The authorized user or subrecipient must verify that costs claimed are allowable and authorized, do not exceed budgeted line items, and posted to the correct cost categories and line items. They should also check that all source documents are provided.
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If a claim is submitted with undecipherable or missing source documents, the subrecipient will be notified and instructed to submit the missing information or re-submit the documents in question within three business days. If documents are not received by this deadline, the costs in question will be removed from the claim.
GRANT REPORTS
Quarterly Performance Report (QPR)
Subrecipients must submit Quarterly Performance Reports (QPR) through GEMS.
The QPR details grant activities conducted during each quarter to accomplish grant objectives. It is the main source of information used by the OTS to determine grant success and commitment as well as any difficulties the subrecipient may be experiencing. The information and data provided in the QPR is incorporated into the Annual Performance Report that the OTS submits to NHTSA and the State Legislature. The quarterly data is pulled from the subrecipient’s crash records.
The QPR must be input into GEMS no later than 30 days following the end of the quarter on the following dates:
Quarter Time Period Due Date
First October thru December January 30
Second January thru March April 30
Third April thru June July 30
Fourth July thru September October 30
QPR due dates are the same regardless of when a grant starts within a quarter (i.e., grant start date is December 1 and first quarter QPR is due January 30).
Failure to submit QPRs on time may result in suspension of the grant, loss of grant funding and/or a denial of future grant funding. Additionally, invoices will not be processed for subrecipients that fail to provide QPRs for two or more quarters.
The OTS Program Coordinator will provide the QPR reporting guidelines at the preoperational review meeting. The QPR is prepopulated based on the grant agreement, it’s completed in GEMS, and contains the following:
• An overview, that includes a brief list of all activities (including significant media) and procurement conducted in support of the grant during the quarter as well as the status of grant funded personnel and contracts, any challenges, and accomplishments.
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• An equipment overview for any equipment (costing $5,000 or more) being purchased during the grant period noting steps taken to accomplish the purchase and/or if it is still required (i.e., bid, purchase order or requisition, delivery, invoice received and/or paid) or a justification or reason if the purchase was delayed.
• A summary of completed grant objectives including an explanation of what was not accomplished and/or plans for upcoming activities. • If applicable updated objective data points for the quarter. • Documents illustrating what was done during the quarter such as the OTSapproved press releases, news clips, photos, and/or other materials.
Include a list of these documents.
Supporting information may be uploaded into GEMS.
The fourth quarter QPR should include a final evaluation that briefly summarizes significant total grant accomplishments and challenges (highlight significant items from the objective data points), the number and type(s) of activities completed, type(s) of training conducted or received, and grant-funded purchases. Complete all final goals, objectives, data points and indicate whether they were achieved and provide an explanation if not completed.
Grant Close Out
Approximately 30 days prior to the grant end date, the OTS sends a reminder email to the Primary Contact and Authorizing Official that serves as a reminder of the grant end date and includes information to assist the subrecipient prepare the final QPR, evaluation, and claim. The final QPR, including the completed evaluation section, and reimbursement claim for costs incurred up through the grant end date, must be sent to the OTS for receipt no later than 30 days following the grant end date.
Equipment Disposal
At the end of or anytime during the grant, prior to disposal, a subrecipient must notify the OTS of any disposition of grant equipment, unless the value has been certified to be under $5,000 and at the end of its useful life. The subrecipient must submit a letter or email requesting the OTS approval to sell, transfer or dispose of grant equipment. The OTS will forward the request to NHTSA for final approval and notify the subrecipient of the outcome. All proceeds from the sales of the asset, regardless of the amount, must be used for the objective of the original grant agreement.
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MONITORING
Federal and state grant management rules require that the OTS staff maintain regular contact via telephone/virtual calls, email/written correspondence and on-site visits with subrecipients throughout the course of the grant period to ensure compliance with federal and state statutes, regulations and procedures.
Grants administered by the OTS are subject to monitoring based on a number of criteria including dollar amount of the award, the capabilities and experience of the subrecipient’s personnel, complexity of the grant, contractual services with or without a non-profit agency, risk assessment, new subrecipient, indications of problems, previous GPR or audit findings, and/or change in grant direction. This monitoring includes not only the review and approval of claims, QPRs and other documents submitted by the subrecipient, but also ongoing outreach through desk monitoring and/or on-site visits.
The intent of this outreach is to develop a relationship with the subrecipient, address grant management-related questions, provide technical assistance, and identify and help address problems and/or concerns. Any documentation generated as a result of this contact is placed in the subrecipient’s grant file.
Grant Performance Review
The Grant Performance Review (GPR) is designed to be instructive, not disruptive, and to foster information exchange and partnership. The OTS Program Coordinators conduct a GPR after receipt of at least the first Quarterly Performance Report and a claim with expenditures.
The OTS may schedule a telephone, virtual, or onsite review at an agreed upon time with the subrecipient in advance, and the OTS Program Coordinator will provide information to the subrecipient to help the staff prepare for the review.
During the review, goals, objectives and tasks are reviewed to determine if the project is being implemented as outlined in the approved grant application.
This review is also used to determine if the subrecipient is satisfying and adhering to grant agreement terms and conditions. The financial review includes an examination of the agency and grant-specific financial documents and issues related to the implementation and performance of the grant.
While conducting the GPR, the OTS Program Coordinator completes the GPR in GEMS noting any issues and the subrecipient’s response. If, following the OTS review, there are fiscal follow-up action items, the subrecipient will be notified in writing and a corrective action plan will be requested. The OTS will track subrecipient’s progress in implementing the plan and taking corrective action.
In the event the issue(s) cannot be resolved, the OTS may request an audit be
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conducted by the California Department of Finance. (For more information, refer to Audits in the Grant Requirement section in this manual.) If any disallowed costs are identified during the GPR, the OTS will reduce the subrecipient’s next grant claim invoice by the amount of the disallowed cost prior to payment. If the grant is closed, the OTS will invoice the subrecipient for the amount of the disallowed cost.
Equipment
A subrecipient must submit an Equipment Recertification Report (OTS-25a) to the OTS every two years from the date of acquisition. This report includes the same information as the Equipment Report as described in the Subrecipient Responsibilities, Equipment section, but also includes a description of the method used for determining current fair market value, whether the fair market value is more or less than $5,000, and that the equipment is being used for federally-sponsored activities. The report also certifies that the information provided is complete and accurate to the best of the subrecipient’s knowledge, in compliance with 2 CFR Part 200.313 and 23 CFR 1200.31(d), and that the OTS will be contacted immediately after discovery of any grant equipment loss.
Beginning with 2018 FFY grants, equipment purchases were documented in GEMS. The Equipment Recertification Report will also be completed in GEMS. A reminder letter or email will be sent through GEMS to the subrecipient to ensure compliance.
PUBLIC INFORMATION & EDUCATION
Public Education and Information (PE&I) falls into two categories:
Educational – materials that educates and informs an audience such as activity books, coloring books, brochures, and posters.
Promotional – material that promotes, supports or enhances efforts and directly relates to the project objective such as key chains, onboard signs, mugs, pencils, magnets, and litter bags. The State of California and NHTSA does NOT allow grant funds to be used for this purpose.
Subrecipients that use federal highway safety funds to produce educational material must receive approval from the OTS Public Information Officer (PIO) prior to production. Additionally, subrecipients that use non-federal highway safety funds to produce PI&E materials must receive written approval from the OTS Public Information Officer in order to use any OTS logo. Subrecipients should
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allow sufficient time for approval; they should contact their OTS Program Coordinator for assistance.
Subrecipients should also advise vendors that all materials used in production of public outreach materials (i.e., data, plates, digital files, camera-ready artwork, designs, concepts, photographs, video and audio) paid for with grant funds are the property of the subrecipient and the OTS. The OTS reserves the right to use materials developed by the subrecipient and/or contractor.
All educational materials produced using grant funds must include the OTS logo or the logo from another program unless otherwise determined by the OTS (i.e., Click it or Ticket), and the following message:
Funding for this program was provided by a grant from the California Office of Traffic Safety, through the National Highway Traffic Safety Administration.
Inclusion of the logo and/or funding line should not interfere with the primary traffic safety messaging. Questions regarding the inclusion, size or placement of either logo or funding statement should be directed to the OTS PIO.
All published research and reports developed with highway safety grant funds must include the following disclosure statement:
This report was prepared in cooperation with the California Office of Traffic Safety (OTS). The opinions, findings and conclusion expressed in this publication are those of the author(s) and not necessarily those of the OTS.
Advertising & Public Relations
All press releases discussing the kick-off of a grant and/or grant-funded activity must be approved by the OTS Public Information Officer prior to dissemination even if the subscriber uses a pre-approved press release template(s) available on the OTS website. Approval is also required for all original press releases and press releases developed using the OTS templates that the subrecipient has significantly modified. The subrecipient should email the draft press release to [email protected] at least seven days in advance of the announcement or event and copy the appropriate OTS Program Coordinator.
A subrecipient must coordinate media and kick-off events with their OTS Program Coordinator and notify OTS 21 days in advance of any traffic safety event considered highly publicized or anticipated media coverage.
Grant funds may be used to purchase paid advertising (i.e., television, radio, cinema, Internet, print, outdoor). However, special reporting documents are required, and costs must be displayed as a separate “paid media” line item in
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the grant budget. Additionally, federally funded public service announcements (PSAs) or video materials intended for television broadcast must be closed captions. A subrecipient should contact their OTS Program Coordinator for more information on paid advertising.
Copyrights/Trademarks
The OTS reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal or state government purposes the following:
• The copyright/trademark in any work developed under a grant, sub grant or contract under a grant or sub grant.
• Any rights of copyright/trademark to which a subrecipient or contractor purchases ownership with grant funds.
WITHHOLDING, DISALLOWANCE, REDUCTION, TERMINATION AND/OR DENIAL OF
GRANT FUNDS
The OTS Program Coordinator has the responsibility of recommending to the OTS Director the cancellation of any grant, which is not being implemented in accordance with applicable federal and state laws or the terms, certification and/or assurances in the signed grant agreement. Additionally, the OTS will withhold or disallow grant payments, reduce or terminate grant funds and/or deny future grant funding to any subrecipient that fails to comply with any term or condition of the grant agreement or program guidelines. This may include, but are not limited to, failure to submit acceptable and timely draft and final grant agreements, claims, quarterly reports and/or objective data points; and failure to comply with the Single Audit Act requirement.
Should the OTS deem it necessary to reduce or terminate grant funds, the Authorizing Official will first receive a letter citing unacceptable grant discrepancies, required corrective action and the penalty for not rectifying the discrepancies by the specified deadline. If corrective action is not taken by the deadline specified in the letter, the stated penalty will be imposed.
Payment for allowable costs up to the date of termination or reduction of grant funds will be subject to negotiation and availability of federal funds.
Termination Requested by the Subrecipient
Grant agreements may be rescinded upon written request by the subrecipient.
The letter must be signed by one of the Authorizing Officials of the grant agreement.
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DISPUTES/DISAGREEMENTS
Any dispute, disagreement or questions of fact concerning a grant should be handled with the OTS Program Coordinator assigned to that grant in consultation with managerial staff. All final decisions will be put in writing and distributed to all concerned parties as well as maintained in the subrecipient’s grant file. The subrecipient may then proceed with the performance of the grant in accordance with that decision.
If a subrecipient disagrees with a decision made by the OTS Program Coordinator, an appeal may be made to the OTS Director. The appeal must be made in writing within 30 days of the Program Coordinator’s decision and sent to the OTS by certified mail. No legal action may be taken by the subrecipient without following these steps.
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APPENDIX A - CERTIFICATIONS AND ASSURANCES
APPENDIX A - CERTIFICATIONS AND ASSURANCES FOR HIGHWAY SAFETY GRANTS Certifications and Assurances for Fiscal Year 2024 Highway Safety Grants (23 U.S.C. Chapter 4 and 41 U.S.C. Sec. 1906, Pub. L. 109-59, as Amended By Sec. 25024, PUB. L. 117-58)
The Governor is the responsible official for the administration of the State highway safety program through a State highway safety agency that has adequate powers and is suitably equipped and organized (as evidenced by appropriate oversight procedures governing such areas as procurement, financial administration, and the use, management, and disposition of equipment) to carry out the program. (23 U.S.C. 402(b)(1)(A)) Each fiscal year the State of California must sign a Certifications and Assurances document that it complies with all Federal requirements including applicable statutes and regulations that are in effect during the grant period. These Certifications and Assurances are submitted in the Annual Grant Application in support of the State’s application for Sections 1906, 402, and 405 grants.
Requirements that also apply to subrecipients are noted below.
Failure to comply with applicable Federal statutes, regulations, and directives may subject Subrecipients Agency officials to civil or criminal penalties and/or place the State in a high-risk subrecipients status in accordance with 2 CFR Part 200.205 - 200.207.
The officials named on the grant agreement, certify by way of signature on the grant agreement signature page, that the Subrecipient’s Agency complies with all applicable Federal statutes, regulations, and directives and State rules, guidelines, policies and laws in effect with respect to the periods for which it receives grant funding. Applicable provisions include, but are not limited to, the following:
General Requirements:
• 23 U.S.C. Chapter 4 – Highway Safety Act of1966, as amended • Sec. 1906, Pub. L. 109-59, as amended by Sec. 25024, PUB. L. 117-58 • 23 CFR Part 1300—Uniform Procedures for State Highway Safety Grant Programs
• 2 CFR Part 200 - Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards
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• 2 CFR Part 1201 - Department of Transportation, Uniform Administrative Requirements, Cost Principles, and Audit Requirements for Federal Awards
NONDISCRIMINATION
(applies to all subrecipients as well as States)
The State highway safety agency [and its subrecipients] will comply with all Federal statutes and implementing regulations relating to nondiscrimination (“Federal Nondiscrimination Authorities”). These include but are not limited to:
• Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252), (prohibits discrimination on the basis of race, color, national origin); • 49 CFR part 21 (entitled Non-discrimination in Federally-Assisted Programs of the Department of Transportation—Effectuation of Title VI of the Civil Rights Act of 1964);
• 28 CFR 50.3 (U.S. Department of Justice Guidelines for Enforcement of Title VI of the Civil Rights Act of 1964);
• The Uniform Relocation Assistance and Real Property Acquisition Policies Act of 1970, (42 U.S.C. 4601), (prohibits unfair treatment of persons displaced or whose property has been acquired because of Federal or Federal-aid programs and projects);
• Federal-Aid Highway Act of 1973, (23 U.S.C. 324 et seq.), and Title IX of the Education Amendments of 1972, as amended (20 U.S.C. 1681-1683 and 1685-1686) (prohibit discrimination on the basis of sex); • Section 504 of the Rehabilitation Act of 1973,(29 U.S.C. 794 et seq ), as amended, (prohibits discrimination on the basis of disability) and 49 CFR Part 27;
• The Age Discrimination Act of 1975, as amended, (42 U.S.C. 6101 et seq.), (prohibits discrimination on the basis of age);
• The Civil Rights Restoration Act of 1987, (Pub. L. 100-209) (broadens scope, coverage and applicability of Title VI of the Civil Rights Act of 1964 (42 U.S.C. 2000d et seq., 78 stat. 252). The Age Discrimination
Act of 1975 (42 U.S.C. 6101 et seq.) and Section 504 of the Rehabilitation Act of 1973 (29 U.S.C. 794 et seq.), by expanding the definition of the terms "programs or activities" to include all of the programs or activities of the Federal aid recipients, subrecipients and contractors, whether such programs or activities are Federally- funded or not);
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• Titles II and III of the Americans with Disabilities Act (42 U.S.C. 12131- 12189) (prohibits discrimination on the basis of disability in the operation of public entities, public and private transportation systems, places of public accommodation, and certain testing) and 49 CFR Part 37 and Part 38; • Executive Order 12898, Federal Actions to Address Environmental Justice in Minority Populations and Low-Income Populations (prevents discrimination against minority populations by discouraging programs, policies, and activities with disproportionately high and adverse human health or environmental effects on minority and low-income populations); and • Executive Order 13166, Improving Access to Services for Persons with Limited English Proficiency ((requiring that recipients of Federal financial assistance provide meaningful access for applicants and beneficiaries who have limited English proficiency (LEP)); (70 FR 74087-74100). • Executive Order 13985, Advancing Racial Equity and Support for Underserved Communities through the Federal Government (advancing equity across the Federal Government); and
• Executive Order 13988, Preventing and Combating Discrimination on the Basis of Gender Identity or Sexual Orientation (clarifying that sex discrimination includes discrimination on the grounds of gender identity or sexual orientation).
The preceding statutory and regulatory cites hereinafter are referred to as the “Acts” and “Regulations,” respectively.
GENERAL ASSURANCES
In accordance with the Acts, the Regulations, and other pertinent directives, circulars, policy, memoranda, and/or guidance, the Recipient hereby gives assurance that it will promptly take any measures necessary to ensure that:
“No person in the United States shall, on the grounds of race, color, or national origin, be excluded from participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity, for which the Recipient receives Federal financial assistance from DOT, including NHTSA.” The Civil Rights Restoration Act of 1987 clarified the original intent of Congress, with respect to Title VI of the Civil Rights Act of 1964 and other non-discrimination requirements (the Age Discrimination Act of 1975, and Section 504 of the Rehabilitation Act of 1973), by restoring the broad, institutional-wide scope and coverage of these nondiscrimination statutes and requirements to include all
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programs and activities of the Recipient, so long as any portion of the program is Federally assisted.
SPECIFIC ASSURANCES
More specifically, and without limiting the above general Assurance, the Recipient agrees with and gives the following Assurances with respect to its Federally assisted Highway Safety Grant Program:
1. The Recipient agrees that each “activity,” “facility,” or “program,” as defined in § 21.23 (b) and (e) of 49 CFR part 21 will be (with regard to an “activity”) facilitated, or will be (with regard to a “facility”) operated, or will be (with regard to a “program”) conducted in compliance with all requirements imposed by, or pursuant to the Acts and the Regulations.
2. The Recipient will insert the following notification in all solicitations for bids, Requests For Proposals for work, or material subject to the Acts and the Regulations made in connection with all Highway Safety Grant Programs and, in adapted form, in all proposals for negotiated agreements regardless of funding source:
“The [name of Recipient], in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that in any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.”
3. The Recipient will insert the clauses of appendix A and E of this Assurance (also referred to as DOT Order 1050.2A) in every contract or agreement subject to the Acts and the Regulations.
4. The Recipient will insert the clauses of appendix B of DOT Order 1050.2A, as a covenant running with the land, in any deed from the United States effecting or recording a transfer of real property, structures, use, or improvements thereon or interest therein to a Recipient.
5. That where the Recipient receives Federal financial assistance to construct a facility, or part of a facility, the Assurance will extend to the entire facility and facilities operated in connection therewith.
6. That where the Recipient receives Federal financial assistance in the form of, or for the acquisition of, real property or an interest in real property, the Assurance will extend to rights to space on, over, or under such property.
7. That the Recipient will include the clauses set forth in appendix C and appendix D of this DOT Order 1050.2A, as a covenant running with the land, in any future deeds, leases, licenses, permits, or similar instruments entered into by the Recipient with other parties:
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a. for the subsequent transfer of real property acquired or improved under the applicable activity, project, or program; and b. for the construction or use of, or access to, space on, over, or under real property acquired or improved under the applicable activity, project, or program.
8. That this Assurance obligates the Recipient for the period during which Federal financial assistance is extended to the program, except where the Federal financial assistance is to provide, or is in the form of, personal property, or real property, or interest therein, or structures or improvements thereon, in which case the Assurance obligates the Recipient, or any transferee for the longer of the following periods:
a. the period during which the property is used for a purpose for which the Federal financial assistance is extended, or for another purpose involving the provision of similar services or benefits; or b. the period during which the Recipient retains ownership or possession of the property.
9. The Recipient will provide for such methods of administration for the program as are found by the Secretary of Transportation or the official to whom he/she delegates specific authority to give reasonable guarantee that it, other recipients, sub-recipients, sub- grantees, contractors, subcontractors, consultants, transferees, successors in interest, and other participants of Federal financial assistance under such program will comply with all requirements imposed or pursuant to the Acts, the Regulations, and this Assurance.
10. The Recipient agrees that the United States has a right to seek judicial enforcement with regard to any matter arising under the Acts, the Regulations, and this Assurance.
By signing this ASSURANCE, the State highway safety agency also agrees to comply (and require any sub-recipients, sub-grantees, contractors, successors, transferees, and/or assignees to comply) with all applicable provisions governing NHTSA's access to records, accounts, documents, information, facilities, and staff. You also recognize that you must comply with any program or compliance reviews, and/or complaint investigations conducted by NHTSA. You must keep records, reports, and submit the material for review upon request to NHTSA, or its designee in a timely, complete, and accurate way. Additionally, you must comply with all other reporting, data collection, and evaluation requirements, as prescribed by law or detailed in program guidance.
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APPENDIX A - CERTIFICATIONS AND ASSURANCES
The State highway safety agency gives this ASSURANCE in consideration of and for obtaining any Federal grants, loans, contracts, agreements, property, and/or discounts, or other Federal-aid and Federal financial assistance extended after the date hereof to the recipients by the U.S. Department of Transportation under the Highway Safety Grant Program. This ASSURANCE is binding on the State highway safety agency, other recipients, sub-recipients, sub-grantees, contractors, subcontractors and their subcontractors', transferees, successors in interest, and any other participants in the Highway Safety Grant Program. The person(s) signing below is/are authorized to sign this ASSURANCE on behalf of the Recipient.
THE DRUG-FREE WORKPLACE ACT OF 1988 (41 U.S.C. 8103)
The Subgrantee will provide a drug-free workplace by:
a. Publishing a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession or use of a controlled substance is prohibited in the grantee's workplace, and specifying the actions that will be taken against employees for violation of such prohibition; b. Establishing a drug-free awareness program to inform employees about:
1. The dangers of drug abuse in the workplace;
2. The grantee's policy of maintaining a drug-free workplace;
3. Any available drug counseling, rehabilitation, and employee assistance programs;
4. The penalties that may be imposed upon employees for drug violations occurring in the workplace;
5. Making it a requirement that each employee engaged in the performance of the grant be given a copy of the statement required by paragraph (a);
c. Notifying the employee in the statement required by paragraph (a) that, as a condition of employment under the grant, the employee will—
1. Abide by the terms of the statement;
2. Notify the employer of any criminal drug statute conviction for a violation occurring in the workplace no later than five days after such conviction;
d. Notifying the agency within ten days after receiving notice under subparagraph (c)(2) from an employee or otherwise receiving actual notice of such conviction;
e. Taking one of the following actions, within 30 days of receiving notice under subparagraph (c)(2), with respect to any employee who is so convicted—
1. Taking appropriate personnel action against such an employee, up to and including termination;
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2. Requiring such employee to participate satisfactorily in a drug abuse assistance or rehabilitation program approved for such purposes by a Federal, State, or local health, law enforcement, or other appropriate agency;
f. Making a good faith effort to continue to maintain a drug-free workplace through implementation of all of the paragraphs above.
POLITICAL ACTIVITY (HATCH ACT)
(Applies to subrecipients as well as States)
The State will comply with provisions of the Hatch Act (5 U.S.C. 1501-1508) which limits the political activities of employees whose principal employment activities are funded in whole or in part with Federal funds.
CERTIFICATION REGARDING FEDERAL LOBBYING
(Applies to subrecipients as well as States)
Certification for Contracts, Grants, Loans, and Cooperative Agreements:
The undersigned certifies, to the best of his or her knowledge and belief, that:
1. No Federal appropriated funds have been paid or will be paid, by or on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement;
2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying,” in accordance with its instructions;
3. The undersigned shall require that the language of this certification be included in the award documents for all sub-awards at all tiers (including subcontracts, subgrants, and contracts under grant, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly.
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This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.
RESTRICTION ON STATE LOBBYING
(Applies to subrecipients as well as States)
None of the funds under this program will be used for any activity specifically designed to urge or influence a State or local legislator to favor or oppose the adoption of any specific legislative proposal pending before any State or local legislative body. Such activities include both direct and indirect (e.g., “grassroots”) lobbying activities, with one exception. This does not preclude a State official whose salary is supported with NHTSA funds from engaging in direct communications with State or local legislative officials, in accordance with customary State practice, even if such communications urge legislative officials to favor or oppose the adoption of a specific pending legislative proposal.
CERTIFICATION REGARDING DEBARMENT AND SUSPENSION
(applies to all subrecipients as well as States)
INSTRUCTIONS FOR PRIMARY TIER PARTICIPANT CERTIFICATION (STATES)
1. By signing and submitting this proposal, the prospective primary tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200.
2. The inability of a person to provide the certification required below will not necessarily result in denial of participation in this covered transaction. The prospective primary tier participant shall submit an explanation of why it cannot provide the certification set out below. The certification or explanation will be considered in connection with the department or agency's determination whether to enter into this transaction. However, failure of the prospective primary tier participant to furnish a certification or an explanation shall disqualify such person from participation in this transaction.
3. The certification in this clause is a material representation of fact upon which reliance was placed when the department or agency determined to enter into this transaction. If it is later determined that the prospective primary tier participant knowingly rendered an erroneous certification, in addition to other remedies available to the Federal Government, the
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department or agency may terminate this transaction for cause or default or may pursue suspension or debarment.
4. The prospective primary tier participant shall provide immediate written notice to the department or agency to which this proposal is submitted if at any time the prospective primary tier participant learns its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
5. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the department or agency to which this proposal is being submitted for assistance in obtaining a copy of those regulations.
6. The prospective primary tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction 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 entering into this transaction.
7. The prospective primary tier participant further agrees by submitting this proposal that it will include the clause titled “Instructions for Lower Tier Participant Certification” including the “Certification Regarding Debarment, Suspension, Ineligibility and Voluntary Exclusion—Lower Tier Covered Transaction,” provided by the department or agency entering into this covered transaction, without modification, in all lower tier covered transactions and in all solicitations for lower tier covered transactions and will require lower tier participants to comply with 2 CFR parts 180 and 1200.
8. 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 the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website (https://www.sam.gov/).
9. 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.
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10.Except for transactions authorized under paragraph 6 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 may terminate the transaction for cause or default.
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS—PRIMARY TIER COVERED TRANSACTIONS
1. The prospective primary tier participant certifies to the best of its knowledge and belief, that it and its principals:
a. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participating in covered transactions by any Federal department or agency; b. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction or contract under a public transaction; violation of Federal or State antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; c. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (1)(b) of this certification; and
d. Have not within a three-year period preceding this
application/proposal had one or more public transactions (Federal, State, or local) terminated for cause or default.
2. Where the prospective primary tier participant is unable to certify to any of the Statements in this certification, such prospective participant shall attach an explanation to this proposal.
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INSTRUCTIONS FOR LOWER TIER PARTICIPANT CERTIFICATION
1. By signing and submitting this proposal, the prospective lower tier participant is providing the certification set out below and agrees to comply with the requirements of 2 CFR parts 180 and 1200.
2. 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 or debarment.
3. The prospective lower tier participant shall provide immediate written notice to the person to which this proposal is submitted if at any time the prospective lower tier participant learns that its certification was erroneous when submitted or has become erroneous by reason of changed circumstances.
4. The terms covered transaction, civil judgment, debarment, suspension, ineligible, participant, person, principal, and voluntarily excluded, as used in this clause, are defined in 2 CFR parts 180 and 1200. You may contact the person to whom this proposal is submitted for assistance in obtaining a copy of those regulations.
5. The prospective lower tier participant agrees by submitting this proposal that, should the proposed covered transaction be entered into, it shall not knowingly enter into any lower tier covered transaction 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.
6. The prospective lower tier participant further agrees by submitting this proposal that it will include the clause titled “Instructions for Lower Tier Participant Certification” including the “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 and will require lower tier participants to comply with 2 CFR parts 180 and 1200.
7. 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 the covered transaction, unless it knows that the certification is erroneous. A participant is responsible for ensuring that its principals are not suspended, debarred, or otherwise
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ineligible to participate in covered transactions. To verify the eligibility of its principals, as well as the eligibility of any prospective lower tier participants, each participant may, but is not required to, check the System for Award Management Exclusions website (https://www.sam.gov/).
8. 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.
9. 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 or debarment.
CERTIFICATION REGARDING DEBARMENT, SUSPENSION, INELIGIBILITY AND VOLUNTARY EXCLUSION—LOWER TIER COVERED TRANSACTIONS
1. 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 participating in covered transactions by any Federal department or agency.
2. 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.
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BUY AMERICA
(applies to subrecipients as well as States)
The State and each subrecipient will comply with the Buy America requirement (23 U.S.C. 313) when purchasing items using Federal funds. Buy America requires a State, or subrecipient, to purchase with Federal funds only steel, iron and manufactured products produced in the United States, unless the Secretary of Transportation determines that such domestically produced items would be inconsistent with the public interest, that such materials are not reasonably available and of a satisfactory quality, or that inclusion of domestic materials will increase the cost of the overall project contract by more than 25 percent. In order to use Federal funds to purchase foreign produced items, the State must submit a waiver request that provides an adequate basis and justification for approval by the Secretary of Transportation.
CERTIFICATION ON CONFLICT OF INTEREST
(applies to subrecipients as well as States)
GENERAL REQUIREMENTS
No employee, officer, or agent of a State or its subrecipient who is authorized in an official capacity to negotiate, make, accept, or approve, or to take part in negotiating, making, accepting, or approving any subaward, including contracts or subcontracts, in connection with this grant shall have, directly or indirectly, any financial or personal interest in any such subaward. Such a financial or personal interest would arise when the employee, officer, or agent, any member of his or her immediate family, his or her partner, or an organization which employs or is about to employ any of the parties indicated herein, has a financial or personal interest in or a tangible personal benefit from an entity considered for a subaward.
Based on this policy:
1. The recipient shall maintain a written code or standards of conduct that provide for disciplinary actions to be applied for violations of such standards by officers, employees, or agents.
a. The code or standards shall provide that the recipient's officers, employees, or agents may neither solicit nor accept gratuities, favors, or anything of monetary value from present or potential subawardees, including contractors or parties to subcontracts. b. The code or standards shall establish penalties, sanctions, or other disciplinary actions for violations, as permitted by State or local law or regulations.
2. The recipient shall maintain responsibility to enforce the requirements of the written code or standards of conduct.
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DISCLOSURE REQUIREMENTS
No State or its subrecipient, including its officers, employees, or agents, shall perform or continue to perform under a grant or cooperative agreement, whose objectivity may be impaired because of any related past, present, or currently planned interest, financial or otherwise, in organizations regulated by NHTSA or in organizations whose interests may be substantially affected by NHTSA activities.
Based on this policy:
1. The recipient shall disclose any conflict of interest identified as soon as reasonably possible, making an immediate and full disclosure in writing to NHTSA. The disclosure shall include a description of the action which the recipient has taken or proposes to take to avoid or mitigate such conflict.
2. NHTSA will review the disclosure and may require additional relevant information from the recipient. If a conflict of interest is found to exist, NHTSA may (a) terminate the award, or (b) determine that it is otherwise in the best interest of NHTSA to continue the award and include appropriate provisions to mitigate or avoid such conflict.
3. Conflicts of interest that require disclosure include all past, present, or currently planned organizational, financial, contractual, or other interest(s) with an organization regulated by NHTSA or with an organization whose interests may be substantially affected by NHTSA activities, and which are related to this award. The interest(s) that require disclosure include those of any recipient, affiliate, proposed consultant, proposed subcontractor, and key personnel of any of the above. Past interest shall be limited to within one year of the date of award. Key personnel shall include any person owning more than a 20 percent interest in a recipient, and the officers, employees or agents of a recipient who are responsible for making a decision or taking an action under an award where the decision or action can have an economic or other impact on the interests of a regulated or affected organization.
PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGE (applies to all subrecipients as well as States)
The State and each subrecipient will not use 23 U.S.C. Chapter 4 grant funds for programs to check helmet usage or to create checkpoints that specifically target motorcyclists.
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POLICY ON SEAT BELT USE
In accordance with Executive Order 13043, Increasing Seat Belt Use in the United States, dated April 16, 1997, the Grantee is encouraged to adopt and enforce onthe-job seat belt use policies and programs for its employees when operating company-owned, rented, or personally-owned vehicles. The National Highway Traffic Safety Administration (NHTSA) is responsible for providing leadership and guidance in support of this Presidential initiative. For information and resources on traffic safety programs and policies for employers, please contact the Network of Employers for Traffic Safety (NETS), a public-private partnership dedicated to improving the traffic safety practices of employers and employees. You can download information on seat belt programs, costs of motor vehicle crashes to employers, and other traffic safety initiatives at www.trafficsafety.org. The NHTSA website (www.nhtsa.gov) also provides information on statistics, campaigns, and program evaluations and references.
POLICY ON BANNING TEXT MESSAGING WHILE DRIVING
In accordance with Executive Order 13513, Federal Leadership On Reducing Text Messaging While Driving, and DOT Order 3902.10, Text Messaging While Driving, States are encouraged to adopt and enforce workplace safety policies to decrease crashes caused by distracted driving, including policies to ban text messaging while driving company-owned or rented vehicles, Governmentowned, leased or rented vehicles, or privately-owned vehicles when on official Government business or when performing any work on or behalf of the Government. States are also encouraged to conduct workplace safety initiatives in a manner commensurate with the size of the business, such as establishment of new rules and programs or re-evaluation of existing programs to prohibit text messaging while driving, and education, awareness, and other outreach to employees about the safety risks associated with texting while driving.
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APPENDIX C – LAW ENFORCEMENT AGENCIES
APPENDIX B – MANDATORY DISCLOSURES
2 CFR Part 200.113 and Appendix XII
The non-Federal entity or applicant for a Federal award must disclose, in a timely manner, in writing to the Federal awarding agency or pass-through entity all violations of Federal criminal law involving fraud, bribery, or gratuity violations potentially affecting the Federal award. Non-Federal entities that have received a Federal award including the term and condition outlined in appendix XII to this part are required to report certain civil, criminal, or administrative proceedings to SAM (currently FAPIIS). Failure to make required disclosures can result in any of the remedies described in § 200.339. (See also 2 CFR part 180, 31 U.S.C. 3321, and 41 U.S.C. 2313.)
Appendix XII to Part 200-Award Term and Condition for Recipient Integrity and Performance Matters
A. Reporting of Matters Related to Recipient Integrity and Performance
1. General Reporting Requirement
If the total value of your currently active grants, cooperative agreements, and procurement contracts from all Federal awarding agencies exceeds $10,000,000 for any period of time during the period of performance of this Federal award, then you as the recipient during that period of time must maintain the currency of information reported to the System for Award Management (SAM) that is made available in the designated integrity and performance system (currently the Federal Awardee Performance and Integrity Information System (FAPIIS)) about civil, criminal, or administrative proceedings described in paragraph 2 of this award term and condition. This is a statutory requirement under section 872 of Public Law 110–417, as amended (41 U.S.C. 2313). As required by section 3010 of Public Law 111–212, all information posted in the designated integrity and performance system on or after April 15, 2011, except past performance reviews required for Federal procurement contracts, will be publicly available.
2. Proceedings About Which You Must Report
Submit the information required about each proceeding that:
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a. Is in connection with the award or performance of a grant, cooperative agreement, or procurement contract from the Federal Government;
b. Reached its final disposition during the most recent five-year period; and
c. Is one of the following:
(1) A criminal proceeding that resulted in a conviction, as defined in paragraph 5 of this award term and condition;
(2) A civil proceeding that resulted in a finding of fault and liability and payment of a monetary fine, penalty, reimbursement, restitution, or damages of $5,000 or more;
(3) An administrative proceeding, as defined in paragraph 5. of this award term and condition, that resulted in a finding of fault and liability and your payment of either a monetary fine or penalty of $5,000 or more or reimbursement, restitution, or damages in excess of $100,000; or
(4) Any other criminal, civil, or administrative proceeding if:
(i) It could have led to an outcome described in paragraph
2.c.(1), (2), or (3) of this award term and condition;
(ii) It had a different disposition arrived at by consent or compromise with an acknowledgment of fault on your part; and (iii) The requirement in this award term and condition to disclose information about the proceeding does not conflict with applicable laws and regulations.
3. Reporting Procedures
Enter in the SAM Entity Management area the information that SAM requires about each proceeding described in paragraph 2 of this award term and condition. You do not need to submit the information a second time under assistance awards that you received if you already provided the information through SAM because you were required to do so under Federal procurement contracts that you were awarded.
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4. Reporting Frequency
During any period of time when you are subject to the requirement in paragraph 1 of this award term and condition, you must report proceedings information through SAM for the most recent five year period, either to report new information about any proceeding(s) that you have not reported previously or affirm that there is no new information to report. Recipients that have Federal contract, grant, and cooperative agreement awards with a cumulative total value greater than $10,000,000 must disclose semiannually any information about the criminal, civil, and administrative proceedings.
5. Definitions
For purposes of this award term and condition:
a. Administrative proceeding means a non-judicial process that is adjudicatory in nature in order to make a determination of fault or liability (e.g., Securities and Exchange Commission Administrative proceedings, Civilian Board of Contract Appeals proceedings, and Armed Services Board of Contract Appeals proceedings). This includes proceedings at the Federal and State level but only in connection with performance of a Federal contract or grant. It does not include audits, site visits, corrective plans, or inspection of deliverables. b. b. Conviction, for purposes of this award term and condition, means a judgment or conviction of a criminal offense by any court of competent jurisdiction, whether entered upon a verdict or a plea, and includes a conviction entered upon a plea of nolo contendere. c. Total value of currently active grants, cooperative agreements, and procurement contracts includes—
(1) Only the Federal share of the funding under any Federal award with a recipient cost share or match; and
(2) The value of all expected funding increments under a Federal award and options, even if not yet exercised.
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APPENDIX C – LAW ENFORCEMENT AGENCIES
APPENDIX C – LAW ENFORCEMENT AGENCIES
PROHIBITION ON USING GRANT FUNDS TO CHECK FOR HELMET USAGE (Applies to subrecipients as well as States)
The State and each subrecipients will not use 23 U.S.C. Chapter 4 grant funds for programs to check helmet usage or to create check points that specifically target motorcyclists. Public Law 129 - 1510, SEC. 4007
RACIAL PROFILING
All subrecipient law enforcement agencies shall comply with California law regarding profiling. Penal Code section 13519.4, subdivision (e), defines “racial profiling” as the “practice of detaining a suspect based on a broad set of criteria which casts suspicion on an entire class of people without any individualized suspicion of the particular person being stopped.” Then, subdivision (f) of that section goes on to provide, “A law enforcement officer shall not engage in racial profiling.”
VEHICLE PURSUITS
The State actively encourages all relevant law enforcement agencies in the State to follow the guidelines established for vehicular pursuits issued by the International Association of Chiefs of Police that are currently in effect. (23 U.S.C. 402(j))
USE OF FUNDS
Traffic enforcement personnel and any equipment funded under this grant agreement shall be dedicated solely to grant supported enforcement tasks unless a criminal offense is committed in the officer’s presence; a response to an officer in distress is initiated, and or a riot requires that all available enforcement personnel be committed in response.
Nothing in the grant agreement shall be interpreted as a requirement, formal or informal, that a particular police officer issue a specified or predetermined number of citations in pursuance of the goals and objectives hereunder.
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Appendix D – General Terms & Conditions, State Certifications
APPENDIX D – GENERAL TERMS & CONDITIONS, STATE CERTIFICATIONS (As referenced in the grant agreement)
Terms and conditions, when applicable, are incorporated by reference and made a part of, but not necessarily limited to, the following documents: grant agreements, subgrants, contracts, subcontracts, interagency agreements, invitations for bid, and requests for proposal for goods or services for which the OTS grant funding reimbursement is requested. It is understood and agreed by the subrecipient that grant funds received as a result of this grant agreement are subject to all applicable federal and state regulations, rules, guidelines, policies and laws and to the following applicable controls, terms and consideration expressed in the OTS Grant Program Manual.
Federal certifications and assurances are included in Appendix A of this Grants Management Manual. The following laws apply to persons or entities doing business with the State of California.
1. Administrative Support and Statement of Intent
This program has full support of the authorizing agency, and every effort will be made to continue the activities after the grant conclusion. If required by local governance, the city council or the board of supervisors will endorse this grant through a resolution.
2. Air or Water Pollution Violation
Under the State laws, the subrecipient or contractor 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.
3. Amendment
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 grant agreement is binding on any of the parties. (Reference: DGS Standard Agreement “General Terms and Conditions,”). Grant agreement revisions are allowed in accordance with the guidelines detailed in the OTS GPM. All appropriate documentation required to request a grant revision must be submitted timely to Grantor.
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Appendix D – General Terms & Conditions, State Certifications
4. Americans With Disabilities Act.
Subrecipient or contractor assures the State that it complies with the Americans with Disabilities Act (ADA) of 1990, which prohibits discrimination on the basis of disability, as well as all applicable regulations and guidelines issued pursuant to the ADA. (42 USC 12101 et seq.)
5. Antitrust Claims
The subrecipient by signing this grant agreement hereby certifies that if these services or goods are obtained by means of a competitive bid, the subrecipient shall comply with the requirements of the Government Code sections set out below.
a. The Government Code chapter on antitrust claims contains the following definitions:
(1) “Public purchase” means a purchase by means of competitive bids of goods, services, or materials by the state or any of its political subdivisions or public agencies on whose behalf the Attorney General may bring an action pursuant to subdivision (c) of Section 16750 of the Business and Professions Code.
(2) “Public purchasing body” means the state or the subdivision or agency making a public purchase. (Reference: GC §4550)
b. In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Chapter1 Part 15 [Title 15 Commerce and Trade, Chapter 1, Monopolies and Combinations in Restraint of Trade, Section 15, Suits by Persons Injured]) or under the Cartwright Act (Chapter 2 ) commencing with Section 16700) of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of goods, materials, or services by the bidder for sale to the purchasing body pursuant to the bid. Such assignment shall be made and become effective at the time the purchasing body tenders final payment to the bidder. (Reference: GC §4552)
c. If an awarding body or public purchasing body receives, either through judgment or settlement, a monetary recovery for a cause of action assigned under this chapter, the assignor shall be entitled to receive reimbursement for actual legal costs incurred and may, upon demand, recover from the public body any portion of the recovery, including treble damages, attributable to overcharges that were paid by the assignor but were not paid by the public body as part of the bid price, less the
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expenses incurred in obtaining that portion of the recovery. (Reference:
GC§4553)
d. Upon demand in writing by the assignor, the assignee shall, within one year from such demand, reassign the cause of action assigned under this part if the assignor has been or may have been injured by the violation of law for which the cause of action arose and (a) the assignee has not been injured thereby, or (b) the assignee declines to file a court action for the cause of action. (Reference: GC§4554)
6. Approval
This grant agreement is of no force or effect until signed by both parties and approved by the Office of Traffic Safety. Subrecipient or contractor may not commence performance until such approval has been obtained. (Reference: California Department of General Services (DGS) Standard Agreement “General Terms and Conditions,”)
7. Assignment
This grant agreement is not assignable by the subrecipient, either in whole or in part, without the consent of the Office of Traffic Safety in the form of a formal written amendment. (Reference: DGS Standard Agreement “General Terms and Conditions”.
8. Audits and Access to Records
Subrecipient agrees that the California Office of Traffic Safety, the National Highway Traffic Safety Administration, or their designated representative(s), shall have the right to review and to copy any records and supporting documentation pertaining to the performance of this grant agreement.
Subrecipient agrees 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. Subrecipient agrees to allow the auditor(s) access to such records during normal business hours and to allow interviews of any employees who might reasonably have information related to such records. Further, subrecipient agrees to include a similar right of the state to audit records and interview staff in any subcontract related to the performance of this agreement. (Reference: GC § 8546.7, Public Contract Code (PCC § 10115 et seq., California Code of Regulations (CCR Title 2, §1131.2).
9. Availability of Funds
Reimbursement of approved grant expenditures is contingent upon the subrecipient complying with all grant requirements and the appropriation of sufficient funds by the federal government and the California Office of Traffic Safety. OTS does not represent or guarantee the availability of federal
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Appendix D – General Terms & Conditions, State Certifications
highway safety funds for initial or subsequent year funding. If during the term of the grant federal funds are reduced or eliminated, OTS may immediately terminate or reduce the grant award upon written notice to the subrecipient’s Authorizing Official.
Once a grant has been awarded and becomes effective, OTS reimburses the subrecipient for expenditures related to approved activities. Only costs incurred within the approved grant period and that do not exceed the federally obligated funds as indicated in the agreement are reimbursed. The goals and objectives outlined in the grant should be accomplished during the grant period and within the approved budget.
OTS has the option to void the agreement under the thirty-day cancellation clause or to amend the contract to reflect any reduction in funds (Reference: SCM, Vol. 1, 3.11.) Funds are awarded under Catalog of Federal Domestic Assistance (CFDA) Numbers. The specific funding source is identified on the grant budget.
10. Byrd Anti-Lobbying Amendment (31 USC 1352)
Subrecipients who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any federal contract, grant, or any other award covered by 31 USC 1352. Each tier shall also disclose any lobbying with non-federal funds that takes place in connection with obtaining any federal award. Such disclosures are forwarded from tier-to-tier up to the recipient.
11. Child Support Compliance Act
“For any grant agreement in excess of $100,000, the subrecipient acknowledges in accordance with Public Contract Code (PCC § 7110), that:
a. The subrecipient 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 subrecipient, 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
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Appendix D – General Terms & Conditions, State Certifications
Employment Development Department.” (Reference: DGS Standard Agreement “General Terms and Conditions,”)
12. Clean Air Act and the Federal Water Pollution Control Act (33 USC 1251 et seq.), as amended. Grants of amounts in excess of $100,000 shall contain a provision that requires the subrecipient to agree to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act (42 USC 7401 et seq.) and the Federal Water Pollution Control Act as amended (33 USC 1251 et seq.). Violations shall be reported to the federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
13. Compensation
The consideration to be paid subrecipient, as provided herein, shall be in compensation for all of subrecipient’s expenses incurred in the performance hereof, including travel, per diem, and taxes, unless otherwise expressly so provided. (Reference: DGS Standard Agreement “General Terms and Conditions”)
14. Competition
No subrecipient shall draft, or cause to be drafted, any invitation to bid or request for proposal, in connection with the awarding of a consulting services contract, in such a manner as to limit the bidding directly to any one bidder.
At least three competitive bids or proposals shall be secured for each consulting services contract. (Reference: PCC § 10340)
15. Conflict of Interest
Subrecipient or contractor needs to be aware of the following provisions regarding current or former state employees. If subrecipient or contractor has any questions on the status of any person rendering services or involved with the agreement, the awarding agency must be contacted immediately for clarification.
Current State Employees (PCC 10410)
a. 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.
b. 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.
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Appendix D – General Terms & Conditions, State Certifications
Former State Employees (PCC 10411)
a. 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. b. 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 twelve-month period prior to his or her leaving state service.
If subrecipient or contractor violates any provisions of above paragraphs, such action by subrecipient or contractor shall render this agreement void. (PCC 10420)
Members or 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. (PCC 10430(e))
16. Contracts
Subrecipients may enter into contract(s) to perform applicable provisions of this grant agreement. The subrecipient is responsible for ensuring that all activities delegated to contractors are in support of this grant agreement. (1) Consultants and/or contractors shall be selected in accordance with the subrecipient agency procurement policies and procedures in order to comply with the terms of this Agreement and in accordance with the OTS GPM.
The subrecipient consultant and/or contractor are subject to all applicable terms and conditions and are bound by the applicable certifications of the grant agreement and 2 CFR Part 200.
CA OTS is not obligated to make any payment under any agreement prior to final execution or outside the terms of the contract period.
Contractor or subrecipient agency expenditures incurred prior to final contract execution are taken at the risk of that contractor/subrecipient agency and will be considered unallowable if that agreement/contract is not executed.
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(2) Nothing contained in this grant agreement shall create any contractual relation between the State and any contractors, and no contract shall relieve the subrecipient of its responsibilities and obligations hereunder.
Subrecipient agrees to be as fully responsible to the State for the acts and omissions of its contractors and of persons either directly or indirectly employed by any of them as it is for the acts and omissions of persons directly employed by the subrecipient. The subrecipient’s obligation to pay its contractors is an independent obligation from the State’s obligation to make payments to the subrecipient. As a result, the State shall have no obligation to pay or to enforce the payment of any moneys to any contractor.
17. Contractor Certification Clauses:
The Contractor Certification Clauses contained in the Department General Services document CCC 04/2017 are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.
18. Contractor (Independent)
Contractor, and the agents and employees of contractor, in the performance of this grant agreement, shall act in an independent capacity and not as officers or employees or agents of the state. (Reference: DGS Standard Agreement “General Terms and Conditions”)
19. Convict/Forced Labor
No foreign-made equipment, materials, or supplies furnished pursuant to this contract may be produced in whole or in part by forced labor, convict labor, or indentured labor under penal sanction. (Reference: PCC § 6108)
20. Copyrights (41 CFR 105-71.134)
The federal awarding agency reserves a royalty-free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, and to authorize others to use, for federal government purposes:(a) The copyright in any work developed under a grant or contract; and (b) Any rights of copyright to which a subrecipient or a contractor purchases ownership with grant support. (Reference: 41 CFR 105-71.134)
21. Corporate Qualifications to Do Business in California When agreements are to be performed in the State by corporations, the authorizing agencies will be verifying that the contractor is currently qualified to do business in California in order to ensure that all obligations due to the State are fulfilled.
“Doing business” is defined in Revenue and Taxation Code (R&TC) Section 23101 as actively engaging in any transaction for the purpose of financial or pecuniary gain or profit. Although there are some statutory exceptions to
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taxation, rarely will a corporate contractor performing within the state not be subject to the franchise tax.
Both domestic and foreign corporations (those incorporated outside of California) must be in good standing in order to be qualified to do business in California. Agencies will determine whether a corporation is in good standing by calling or verifying on the website of the Office of the Secretary of State.
22. Davis-Bacon Act, as amended (40 USC 3142)
When required by federal program legislation, all construction contracts awarded by the recipients and sub recipients of more than $2,000 shall include a provision for compliance with the Davis-Bacon Act (40 USC 3142) and as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Governing Federally Financed and Assisted Construction”). Under this Act, contractors shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. In addition, contractors shall be required to pay wages not less than once a week. The recipient shall place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation and the award of a contract shall be conditioned upon the acceptance of the wage determination. The recipient shall report all suspected or reported violations to the federal awarding agency.
23. Disadvantaged Business Enterprise/Small Business Affirmative Steps Subrecipients and contractors will take all necessary affirmative steps to assure that disadvantaged business enterprises (DBE), as defined in 49 CFR Section 26.5, and labor surplus area firms are used when possible. Affirmative steps shall include:
a. Placing qualified DBEs and small businesses on solicitation lists. b. Assuring that DBEs and small businesses are solicited whenever they are potential sources.
c. Dividing total requirements, when economically feasible, into smaller tasks or quantities to permit maximum participation by small and DBEs. d. Establishing delivery schedules, where the requirement permits, which encourage participation by small and DBEs.
e. Using the services and assistance of the Small Business Administration, and the Minority Business Development Agency of the U.S. Department of Commerce.
f. Requiring the prime contractor, if subcontracts are to be let, to take the affirmative steps listed above. (Reference: 2 CFR 200.321)
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24. Disclosure Requirements
a. Any document or written report prepared for or under the direction of a state or local agency, which is prepared in whole or in part by nonemployees of such agency, shall contain the contract numbers and the dollar amounts of all contracts and subcontracts relating to the preparation of such document or written report when the total cost for such work performed by non-employees of the agency exceeds five thousand dollars ($5,000). The contract and subcontract numbers and dollar amounts shall be set forth in a separate section of each such document or written report. b. When multiple documents or written reports are the subject or product of the contract, the total contract amount is deemed to represent the compensation for those multiple documents or written reports. (Reference: GC § 7550)
25. Disputes.
Contractor shall continue with the responsibilities under this grant agreement during any dispute. (Reference: DGS Standard Agreements “General Terms and Conditions,”)
26. Document Retention and Access
The subrecipient certifies that it will comply with the retention and access requirements for records established by 2 CFR Subpart D - 200.334-200.338.
The required records and documentation relating to the grant and/or subcontract shall be retained for a minimum of three years after the starting date of the retention period as defined in Section 200.334. The OTS or their authorized representative shall have the right of access to any books, documents, papers, or other records of subrecipients or contractors which are pertinent to the grant and/or contract, in order to make audits, examinations, excerpts, and transcripts. The right of access is not limited by the required retention period and shall last as long as the records are retained.
27. Domestic Partners
For agreements over $100,000 executed or amended after January 1, 2007, the subrecipient certifies that it is in compliance with Public Contract Code section 10295.3
28. Drug-Free Workplace Requirements:
Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:
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a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace;
3) any available counseling, rehabilitation and employee assistance programs; and,
4) penalties that may be imposed upon employees for drug abuse violations.
c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and,
2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.
Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State agreements if the department determines that any of the following has occurred: the Contractor has made false certification, or violated the certification by failing to carry out the requirements as noted above. (Gov. Code §8350 et seq.)
29. Energy Efficiency
It is understood the grant applicant will purchase only energy efficient equipment, whenever possible and appropriate.
30. Equal Employment Opportunity
All grant agreements shall contain a provision requiring compliance with E.O. 11246, and E.O. 11375“Equal Employment Opportunity,” as amended by E.O. 11478, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and as supplemented by regulations at 41 CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, and Department of Labor.”
31. Equipment
Equipment acquired under this grant agreement for use in highway safety program areas shall be used and kept in operation for highway safety purposes by the state; or the state, by formal agreement with appropriate officials of a political subdivision or state agency, shall cause such equipment to be used and kept in operation for highway safety purposes. (Reference 23 CFR 1200.31)
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32. Expatriate Corporations
Subrecipient or contractor hereby declares that it is not an expatriate corporation or subsidiary of an expatriate corporation within the meaning of Public Contract Code Section 10286 and 10286.1, and is eligible to contract with the State of California.
33. Financial Management System
The subrecipient or contractor, will comply with all applicable state, local, and federal procurement procedures and will maintain a financial management system that complies with the minimum requirements of 2 CFR Part 200 Subpart D - 200.303.
34. Gender Identity:
For contracts of $100,000 or more, Contractor certifies that Contractor is in compliance with Public Contract Code Section 10295.35.
35. Governing Law
This contract is governed by and shall be interpreted in accordance with the laws of the State of California. (Reference: DGS Standard Agreement “General Terms and Conditions,”)
36. Indemnification
Subrecipient agrees to indemnify, defend, and save harmless the State, its officers, agents, and employees from any and all claims and 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 in connection with the performance of this agreement, and from any and all claims and losses accruing or resulting to any person, firm, or corporation who may be injured or damaged by contractor in the performance of this agreement. (Reference: DGS Standard Agreement “General Terms and Conditions,”).
37. Intangible Property
a. The subrecipient may copyright any work that is subject to copyright and was developed, or for which ownership was purchased, under award.
The California Office of Traffic Safety and the National Highway Traffic Safety Administration reserve a royalty-free, nonexclusive and irrevocable right to reproduce, publish, or otherwise use the work for federal purposes, and to authorize others to do so.
b. Subrecipients are subject to applicable regulations governing patents and inventions, including government-wide regulations issued by the Department of Commerce at 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements.”
c. The federal government has the right to:
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(1) obtain, reproduce, publish or otherwise use the data first produced under an award; and
(2) authorize others to receive, reproduce, publish, or otherwise use such data for federal purposes.
d. Freedom of Information Act
(1) In addition, in response to a Freedom of Information Act (FOIA) request for research data relating to published research findings produced under an award that were used by the federal
government in developing an agency action that has the force and effect of law, the federal awarding agency shall request, and the subrecipient shall provide, within a reasonable time, the research data so that they can be made available to the public through the procedures established under the FOIA. If the federal awarding agency obtains the research data solely in response to a FOIA request, the agency may charge the requester a reasonable fee equaling the full incremental cost of obtaining the research data.
This fee should reflect costs incurred by the agency, the recipient, and applicable sub recipients. This fee is in addition to any fees the agency may assess under the FOIA (5 USC 552(a)(4)(A)).
(2) The following definitions apply for purposes of paragraph (d) of this section:
(i) Research data is defined as the recorded factual material commonly accepted in the scientific community as necessary to validate research findings, but not any of the following:
preliminary analyses, drafts of scientific papers, plans for future research, peer reviews, or communications with colleagues. This “recorded” material excludes physical objects (e.g., laboratory samples). Research data also do not include:
(A) Trade secrets, commercial information, materials necessary to be held confidential by a researcher until they are
published, or similar information which is protected under law; and
(B) Personnel and medical information and similar information the disclosure of which would constitute a clearly
unwarranted invasion of personal privacy, such as
information that could be used to identify a particular person in a research study.
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(ii) Published is defined as either when:
(A) Research findings are published in a peer-reviewed scientific of technical journal; or
(B) A federal agency publicly and officially cites the research findings in support of an agency action that has the force and effect of law.
(iii) Used by the federal government in developing an agency action that has the force and effect of law is defined as when an agency publicly and officially cites the research findings in support of an agency action that has the force and effect of law.
e. Title to intangible property and debt instruments acquired under a grant or contract vests upon acquisition in the recipient. The recipient shall use that property for the originally-authorized purpose, and the recipient shall not encumber the property without approval of the federal awarding agency. When no longer needed for the originally authorized purpose, disposition of the intangible property shall occur in accordance with the provisions of 2 CFR Subpart D - 200.315.
38. Labor Code/Workers’ Compensation
Subrecipient or contractor needs to be aware of the provisions which require every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions, and subrecipient or contractor affirms to comply with such provisions before commencing the performance of the work of this agreement. (Labor Code Section 3700)
39. Limited English Proficiency
The grant applicant will take reasonable steps to ensure meaningful access by persons with limited English proficiency to the information and services provided through federal financial assistance.
40. Logos
The OTS logo will appear on all promotional materials where appropriate and practical. Contact the appropriate OTS Coordinator for copies.
41. Loss Leader
If this subrecipient agreement involves the furnishing of equipment, materials, or supplies then the following statement is incorporated: It is unlawful for any person engaged in business within this state to sell or use any article or product as a “loss leader” as defined in Section 17030 of the Business and Professions Code (BPC 17130). (Reference: PCC § 10344(e)
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42. Progress Schedule
Subrecipients entering into a contractual agreement for consultant services totaling five thousand dollars ($5,000) or more shall include detailed criteria and a mandatory progress schedule. (Reference: PCC § 10371(c))
43. Progress Payments
Subrecipients may provide for progress payments to consultants/contractors for work performed or costs incurred in the performance of the contract. Not less than ten percent of the contract amount shall be withheld pending final completion of the contract and an evaluation of the contractor’s performance. If the contract consists of the performance of separate and distinct tasks, then any funds so withheld with regard to a particular task may be paid upon completion of that task and an evaluation of the contractor’s performance. (Reference: PCC § 10346)
44. National Labor Relations Board Certification
Subrecipient or contractor certifies that no more than one (1) final unappealable finding of contempt of court by a federal court has been issued against subrecipient or contractor within the immediately preceding two-year period because of subrecipient or contractor’s failure to comply with an order of a federal court which orders subrecipient or contractor to comply with an order of the National Labor Relations Board. (PCC 10296) (Not applicable to public entities.)
45. Non-Discrimination Clause:
During the performance of this Agreement, Contractor and its subcontractors shall not deny the contract’s benefits to any person on the basis of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status, nor shall they discriminate unlawfully against any employee or applicant for employment because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status. Contractor shall insure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code Section 12990 (a-f) et seq.), the regulations promulgated thereunder (Cal. Code Regs., Title. 2, §11000 et seq.), the provisions of Article 9.5, Chapter 1, Part 1, Division 3, Title 2 of the Government Code (Gov. Code §§11135-11139.5), and the regulations or standards adopted by the awarding state agency to implement such article.
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Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the awarding state agency upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, and all other sources of information and its facilities as said Department or Agency shall require to ascertain compliance with this clause. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. (Cal. Code Regs., Title 2, §11105)
46. Non-Duplication of Grant Funding
The grant applicant has no ongoing or completed grants under agreement with other federal funding sources which duplicate or overlap any work contemplated or described in this traffic safety grant. It is further agreed that any pending or proposed request for other federal grant funds which would duplicate or overlap work under this traffic safety grant will be revised to exclude any such duplication of grant fund expenditures. It is understood that any such duplication of federal fund expenditures subsequently determined by audit will be subject to recovery by the Office of Traffic Safety.
47. Non-Enforcement Supplanting Avoidance
Non-enforcement salaried and hourly personnel assigned to this grant are conducting a new traffic safety program not previously funded with city, county or State funding or were previously in a grant- funded position.
48. Priority Hiring Considerations
For agreements in excess of $200,000, the subrecipient, in accordance with the California Public Contracting Code § 10353, shall consider filling vacancies in positions funded by the agreement to qualified recipients of aid under WIC Chapter2 (commencing with Section 11200) of Part 3 of Division 9 of the Welfare and Institutions Code, in accordance with Article 3.9 (commencing with Section 11349) of Chapter 2 of Part 3 of Division 9 of the Welfare and Institutions Code.
This section and Article 3.9 (commencing with Section 11349) of Chapter 2 of Part 3 of Division 9 of the Welfare and Institutions Code shall not be applicable to any contracts for a grant as defined in Section 10105. (Section 10105 defines a grant as “. . . the erection, construction, alteration, repair or improvement of any state structure, building, road, or other state improvement of any kind which will exceed a total cost calculated pursuant to subdivision (b).”
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This section and Article 3.9 (commencing with Section 11349) of Chapter 2 of Part 3 of Division 9 of the Welfare and Institutions Code shall not be construed so as to do any of the following:
a. Interfere with or create a violation of the terms of valid collective bargaining agreements.
b. Require the subrecipient to hire an unqualified recipient of aid. c. Interfere with, or create a violation of, any federal affirmative action obligation of a contractor for hiring disabled veterans or veterans of the Vietnam era.
d. Interfere with, or create a violation of, the requirements of Section 12990 of the Government Code. (Reference: PCC § 10353)
49. Recycling Certification
The subrecipient shall certify in writing under penalty of perjury, the minimum, if not exact, percentage of post-consumer material as defined in the Public Contract Code Section 12200, in products, materials, goods, or supplies offered or sold to the State regardless of whether the product meets the requirements of Public Contract Code Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (Pub. Contract Code §12205).
50. Resolution
Upon request, 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 grant agreement.
51. Rights to Inventions Made Under a Contract or Agreement Contracts or agreements for the performance of experimental, developmental, or research work shall provide for the rights of the federal government and the recipient in any resulting invention in accordance with 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts, and Cooperative Agreements,” and any implementing regulations issued by the awarding agency.
52. Single Audit Act Certification
The OTS is the agency responsible for administering California’s’ federal highway safety funds on behalf of the Governor. Federal funds are provided for this grant by the United States Department of Transportation. The records and supportive documentation for all completed grants are subject to an on-site audit and OTS reserves the right to inspect and review during normal
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working hours the work product of any independent auditor in support of their audit.
The subrecipient certifies that it will comply with the Single Audit Act of 1984 (31 U.S.C. Chapter 75 - 7501-7506 et seq.), as amended, which requires the following:
a. State or local governments that receive $750,000 or more a year in federal financial assistance shall have an audit made in accordance with the Office of Management and Budget (2 CFR Subpart F - 200.501).
b. State or local governments that receive less than $750,000 a year shall be exempt from compliance with the Act and other federal audit requirements.
c. Nothing in this paragraph exempts State or local governments from maintaining records of federal financial assistance or from providing access to such records to Federal Agencies, as provided for in federal law or in Circular A-133 “Audits of States, Local Governments and NonProfit Organizations”. d. The State Controller’s Office notifies OTS of those cities, counties, and special districts that have not submitted an audit report or have not indicated to SCO that they are exempt each fiscal year. Subrecipient agencies that are not in compliance will be notified and required to provide verification of compliance or be subject to sanctions including, reimbursement withholding or grant cancellation.
53. Solicitation
No employee of the applicant agency, the contractor, or any agency acting on behalf of the agency, may solicit or accept gratuities, favors, or anything of monetary value from contractors or potential contractors.
54. Statement of Compliance
Subrecipient has, unless exempted, complied with the nondiscrimination program requirements (GC 12990 (a-f) and CCR, Title 2, Section 11102 and 11103). (Not applicable to public entities.)
55. Subrecipient/Contractor Name Change
An amendment is required to change the subrecipient or contractor’s name as listed on this grant agreement. Upon receipt of legal documentation of the name change an amendment will be processed. Payment of invoices presented with a new name cannot be paid prior to approval of said amendment.
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56. Sweat Free Code of Conduct
All subrecipients contracting for the procurement or laundering of apparel, garments or corresponding accessories, or the procurement of equipment, materials, or supplies, other than procurement related to a public works contract, declare under penalty of perjury that no apparel, garments or corresponding accessories, equipment, materials, or supplies furnished to the state pursuant to the contract have been laundered or produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. The subrecipient further declares under penalty of perjury that they adhere to the Sweat Free Code of Conduct as set forth on the California Department of Industrial Relations website located at www.dir.ca.gov, and Public Contract Code Section 6108.
The subrecipient agrees to cooperate fully in providing reasonable access to the subrecipient’s records, documents, agents or employees, or premises if reasonably required by authorized officials of the contracting agency, the Department of Industrial Relations, or the Department of Justice to determine the contractor’s compliance with the requirements under paragraph (a).
57. Termination for Cause
The State may terminate this grant agreement and be relieved of any payments should the subrecipient fail to perform the requirements of this grant agreement at the time and in the manner herein provided. (Reference: DGS Standard Agreement “General Terms and Conditions”)
58. Termination without Cause
Either party may terminate without cause upon thirty days written notice to the other party. All work performed pursuant to the contract and prior to the date of termination may be claimed for reimbursement (Reference: State Contracting Manual, Chapter 9.12).
59. Timeliness
Time is of the essence in this subrecipient agreement (Reference: DGS Standard Agreement “General Terms and Conditions,”).
60. Unenforceable Provision
In the event that any provision of this subrecipients 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 effected thereby. (Reference: DGS Standard Agreement “General Terms and Conditions”)
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Institutions of Higher Education
The Department of General Services requirements for universities contained within the document, UTC-220 University Terms and Conditions (Effective 2/20), are hereby incorporated by reference and made a part of this Agreement by this reference as if attached hereto.
1. Subcontracts. Subrecipient may enter into contract(s) to perform applicable provisions of this grant agreement. The subrecipient is responsible for ensuring that all activities delegated to contractors are in support of this grant agreement.
Consultants and/or contractors shall be selected in accordance with the subrecipient agency procurement policies and procedures in order to comply with the terms of this grant agreement and in accordance with the OTS GPM.
The subrecipient, consultant or contractor are subject to all applicable terms and conditions and are bound the applicable certifications of the grant agreement and 2 CFR Subpart F Appendix II and 2 CFR Subpart E 200.451whichever is applicable.
OTS is not obligated to make any payment under any grant agreement prior to final execution or outside the terms of the contract period. Contractor expenditures incurred prior to final contract execution are taken at the risk of that contractor agency and will be considered unallowable if that agreement/contract is not executed.
2. Indemnification. The University shall defend, indemnify and hold harmless the State, its officers, employees and agents from and against any and all liability, loss, expense, attorneys’ fees, or claims for injury or damages arising out of the performance of this grant agreement but only the proportion to and to the extent such liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the University, its respective officers, agents or employees.
In accordance with Government Code Section 895.4, the State shall defend, indemnify and hold harmless the University, its officers, employees and agents from and against any and all liability, loss, expense, attorneys’ fees, or claims for injury or damages are caused by or result from the negligent or intentional acts or omissions of the State, its respective officers, agents or employees.
State of California• Office of Traffic Safety
Pe r so n ne l Ac tivit y Repo r t (PAR) OTS-26a
Agency: Grant Number: Grant Period:
Employee Name: Position Title OTS Hours:
Month/Year:
f und 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Total OTS
Ot her
Ot her
Ot her
Employee Signature/Date Supervisor Signature/Date
Month/Year:
f und 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Total OTS
Ot her
Ot her
Ot her
Employee Signature/Date Supervisor Signature/Date
Month/Year:
f und 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 Total OTS
Ot her
Ot her
Ot her
Employee Signature/Date Supervisor Signature/Date
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APPENDIX E – DOCUMENT EXAMPLES
Personnel Activity Report (PAR)
Stale of California • Office of Traffic Safety
Pe r so n ne l Ac tivity Repo r t (PAR)
OTS-26a
A PAR is an employee-maintained log which accounts for 100 percent of the employee’s time. The form is used to identify effort spent on multiple programs/federal funds.
PAR’S must meet the following standards:
• Reflect the employee’s after-the-fact distribution of time by program/federal fund. • Account for the total activity by program/federal fund for which each employee is compensated (whether grant related or not).
• Must be prepared at least monthly and coincide with one or more pay periods, and • Must be signed by the employee and his/her supervisor monthly.
INSTRUCTIONS -
1. Enter the name of Agency, Grant Number. Grant Period. Employee Name. Position Title, and OTS Hours.
2. Enter the name of the Month/Year Reporting.
3. OTS Hours - Enter actual hours worked on the OTS grant by Fund.
4. Other - Enter the actual hours worked on other programs. Account for the total hours by program/federal fund.
Each funding source should be on a separate line entry.
5. Employee and Supervisor are required to sign and date by month. Please ensure that every employee has a PAR signed for every month worked during the grant year.
6. Retain all PARs in agency grant file. Submit to OTS upon request.
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STATE Of CALIFORNIA • OFFICE OF TRAFFIC SAFETY
Employee Time Certification Form (Grantees/Subgrantees) OTS-26
Grantees and subgrantees receiving 100 percent of funding from the Office of Traffic Safety (OTS) for personnel services must complete certifications stating that the employee(s) worked solely on that program for the period covered by the certification. The certification must be prepared at least semi-annually and must be signed by the employee and supervisory official having first-hand knowledge of the work performed by the employee.
EMPLOYEE TIME CERTIFICATION
EMPLOYEE NAME
I certify that I have worked 100 percent of my time on an Office of Traffic Safety (OTS) Grant.
From: October 1___________ To: March 31
EMPLOYEE SIGNATURE
SUPERVISOR NAME
Date
SUPERVISOR SIGNATURE
*Do not sign prior to March 31st Date
EMPLOYEE TIME CERTIFICATION
EMPLOYEE NAME
I certify that I have worked 100 percent of my time on an Office of Traffic Safety (OTS) Grant.
From: April 1 To: September 30
EMPLOYEE SIGNATURE
Date
SUPERVISOR NAME
SUPERVISOR SIGNATURE
*Do not sign prior to September 30th Date
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Employee Time Certification
INSTRUCTIONS FOR UPDATING GEMS USERS
1. Select the box to indicate if a current GEMS user needs access removed or a current contact needs access added. To add a new user/contact complete the last section of the form. There is also an option of adding/removing a user/contact as a media contact.
2. Each agency is allowed a total of FIVE (5) GEMS Users.
3. GEMS Users listed on this form will be authorized to login to GEMS to complete and submit Quarterly Performance Reports (QPRs) and reimbursement claims.
4. The Grant Director, Authorizing Official, or the Fiscal Official of the grant agreement must sign this form.
5. Email completed forms to your grant coordinator, Mikaela Knowles, at [email protected].
Current GEMS User(s)
1. Josiah Arnold
Title: Lieutenant Remove Access:
Phone: 559-675-4221 Media Contact: No Add
Email: [email protected]
2. Shawn Bushey
Title: Sergeant Remove Access:
Phone: 559-675-4287 Media Contact: No Add
Email: [email protected]
3. Brent Cederquist
Title: Corporal Remove Access:
Phone: (559) 675-4245 Media Contact: Yes Remove
Email: [email protected]
4. Felix Gonzalez
Title: Lieutenant Remove Access:
Phone: (559) 675-4251 Media Contact: Yes Remove
Email: [email protected]
State of California – Office of Traffic Safety
OTS-55 Grant Electronic Management System (GEMS) Access - Exhibit C Grant Details Date: July 15, 2025
Grant Number: PT26039
Agency Name: Madera Police Department
Grant Title: Selective Traffic Enforcement Program (STEP) Agreement Total: $115,000.00
Authorizing Official: Arnoldo Rodriguez
Fiscal Official: Mike Lima
Grant Director: Felix Gonzalez
Complete the below information if adding a new GEMS user(s) Add GEMS User Add as a media contact?
Yes No
Name Job Title
Email address Phone number
Add GEMS User
Name Job Title
Email address Phone number
Add GEMS User
Name Job Title
Email address Phone number
As a signatory (Grant Director, Authorizing Official, or Fiscal Official) I hereby authorize the listed individual(s) to represent and have GEMS user access Signature Date
Name Title
Add as a media contact?
Yes No
Add as a media contact?
Yes No
REPORT TO CITY COUNCIL
Approved by: Council Meeting of: August 20, 2025
_________________________________ Agenda Number: ___________ Giachino Chiaramonte, Chief of Police
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Motorola Service Provider Agreement Renewal
RECOMMENDATION:
Adopt a Resolution authorizing and approving an amendment to the City of Madera Fiscal Year 2025/2026 Adopted Budget to appropriate General Fund balance to cover a budget shortfall related to the renewal of an agreement with Motorola Solutions, Inc. for the upgrade and maintenance of Police Department communication equipment SUMMARY:
On May 7, 2025, the City entered into a contractual agreement with Motorola Solutions to provide continuous, 24/7 on-site technical support for critical communication infrastructure. The agreement remained in effect from November 1, 2024, until its expiration on June 30, 2025.
Although a renewal agreement has not yet been executed by either party, services have continued without interruption. However, any further delay in finalizing the renewal may present challenges for the City, particularly in maintaining the effectiveness and reliability of critical technology systems.
The anticipated cost of renewing this agreement was included in the development of the current fiscal year budget. However, delays on Motorola’s part in executing and processing an invoice for the previous contract resulted in those costs being carried into the current fiscal year.
Consequently, the funds originally allocated for the renewal were used to satisfy the prior year’s obligation. To address this, staff is requesting a budget amendment to authorize the additional funds necessary to support the renewal. This amendment is critical to ensure the continued delivery of essential technical services and to maintain the integrity and reliability of the City’s communication systems. It is important to note that in Fiscal Year 2024/25, $55,000 was budgeted for the prior year contract but remained unused due to these delays and was subsequently returned to the General Fund fund balance.
B-15
DISCUSSION:
The Police Department utilizes specialty 911 dispatch and communications equipment to efficiently operate the department’s communication center. The infrastructure involves various complex components that require routine maintenance and support. A few critical components of infrastructure include radio and 911 call handling servers, dispatch radio and 911 consoles, and various radio antennas found across the city.
To maintain its communication infrastructure, the City is required to enter into an agreement directly with Motorola that includes system upgrades and an annual service agreement. The upgrade and annual service agreement bolster the City’s emergency communication capabilities, ensuring staff have the tools to respond efficiently in critical situations.
Traditionally, the agreement components such as the system upgrade, the City's annual service agreement, and the Verint usage agreement—would be managed under three separate contracts, as each represents a distinct and specialized service. These include the following which are further discussed below:
1. Implementation and System Upgrade
2. Annual Service and Maintenance
3. Annual Service and Maintenance
To streamline administrative processes and improve efficiency, Motorola has consolidated these components into a single agreement. All three services share consistent contract language, allowing for their integration without compromising the integrity or clarity of the terms. This consolidation simplifies contract management for the City and facilitates a more efficient review and approval process.
Implementation and System Upgrade
The City participates in a biennial system upgrade through Motorola to support and maintain critical communications infrastructure. This upgrade ensures that dispatch and radio systems remain current with the latest software enhancements, security patches, and performance improvements.
Annual Service and Maintenance
The service agreement with Motorola is structured to be renewed on an annual basis. It provides comprehensive support, including remote technical assistance, hardware repair and replacement, on-site technical support, and preventative maintenance services. To facilitate efficient issue resolution, Motorola offers an online ticketing system that enables staff to quickly report concerns. This system streamlines the process by providing prompt remote support or dispatching qualified personnel for on-site repairs when necessary.
Verint
Verint serves as the City’s communication infrastructure call logging system. It is a critical component that captures and archives all dispatch communications with the public, as well as internal radio transmissions between staff. This functionality ensures accurate recordkeeping, supports incident review, and enhances operational accountability.
It should be noted that the City also contracts with Motorola for:
▪ VESTA 911 system
▪ Body-camera maintenance
▪ Body-camera redaction software
▪ Citywide camera software, and
▪ Automatic License Plate Reader software
These systems have separate agreements from the agreement contemplated in this report.
FINANCIAL IMPACT:
It is important to provide additional context regarding the use of current-year funds to cover the previous agreement, which spanned from November 1, 2024 to June 30, 2024. ▪ The City and Motorola engaged in contract pricing negotiations over several months and ultimately reached an agreement in late April.
▪ The finalized contract was presented to the City Council on May 7, 2025, and subsequently executed.
▪ Following execution, Motorola informed the City that an upgrade to the Verint system would need to be removed from the scope of work due to scheduling constraints. As a result, the finalized agreement, excluding the Verint upgrade, was not executed by the City until late June and by Motorola in early July.
▪ Because the agreement was not completed before the close of the 2024/2025 fiscal year, staff was unable to encumber funds from that budget cycle. Funds from the FY 2024/2025 budget remained unspent and were returned to the General Fund. Therefore, current year funds were necessary to cover the associated costs.
At the time the agreement was originally established, Council authorized the City Manager to approve annual renewals for a period of three years, provided the cost increases remained within a specified threshold. As such, no Council action is required with respect to the renewal of the annual service agreement. However, as previously noted, the prior year’s agreement was executed using current fiscal year funds. Additionally, the renewal cost was slightly underestimated, as final pricing from Motorola was not received until the previous agreement was fully executed. Final execution of the prior year’s agreement occurred after the current year budget was adopted. The requested action addresses the budget shortfall and ensures adequate funding for all three components of the Motorola service agreement.
Table 1 presents a detailed comparison of the budgeted costs, actual cost of the previous agreement, and the cost of the proposed agreement, highlighting the variance between the three figures.
Table 1: Breakdown of Motorola Agreements
Item
Budgeted in
FY 2025/26
(current
budget)
Previous Contract approved
by Council on May 7, 2025,
for FY 2024/25 but paid using
funds from FY 2025/26 1
Proposed
Contract
(this item)
Annual Service Agreement $52,000 $35,009.11 $51,441.21
System Upgrade/Implementation $48,000 $33,357.12 $52,537.48 Verint Support/Upgrade $10,000 $6,666.67 $10,611.31
Total $110,000 $80,032.90 $114,590
Unused funds from FY 2025/26 $29,967.10
Requested Budget Amendment:
(plus the use of the remaining
$29,967.10 for a total of
$114,590)
$84,622.90
1 As part of the FY 2024/25 Budget, Council approved $55,000 for this item. Due to contract negotiations with Motorola, an invoice was not processed timely thus funds allocated in FY 2024/25 were not used and the full amount of $55,000 was unspent. At the end of the Fiscal Year, any remaining funds that originate from the General Fund are returned to the General Fund.
Following the execution of last year’s agreement, a remaining balance of $29,967.10 is available to help offset the cost of the current renewal. Despite this, there is still an overall shortfall of $84,622.90. Staff is requesting Council authorization to utilize General Fund balance to cover this funding gap.
It should be noted that in Fiscal Year 2024/25, $55,000 was budgeted in the General Fund for the prior year contract but remained unused due to delays and was subsequently returned to the General Fund balance.
ALTERNATIVES:
The Council may elect not to authorize the budget amendment to cover the budget shortfall.
However, not fulfilling the contractual requirements with Motorola, the City would be in dire condition as critical communication tools would be susceptible to failure and security concerns.
Alternatively, Council may direct staff to identify alternative funds to cover the budget shortfall.
Furthermore, Council may request staff return with additional information regarding service coverage or any other component of the agreement.
ATTACHMENTS:
1. Resolution
a. Exhibit A: Budget Amendment
2. Motorola Agreement Renewal Quote
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 2025/2026 ADOPTED BUDGET TO APPROPRIATE
GENERAL FUND FUND BALANCE TO COVER A BUDGET SHORTFALL
RELATED TO THE RENEWAL OF AN AGREEMENT WITH MOTOROLA
SOLUTIONS, INC. FOR THE UPGRADE AND MAINTENANCE OF POLICE
DEPARTMENT COMMUNICATION EQUIPMENT
WHEREAS, on May 7, 2025, the City Council authorized the City to enter into an agreement with Motorola Solutions, Inc. (Motorola) for the upgrade and maintenance of Police Department communication equipment; and
WHEREAS, the agreement was executed using current fiscal year funds, resulting in a remaining balance of $29,967.10; and
WHEREAS, additional funding is required to address the budget shortfall and proceed with the renewal agreement; and
WHEREAS, the amendment to the City of Madera Fiscal Year 2025/2026 Adopted Budget, listed in Exhibit A, attached hereto, is necessary to appropriate funds for the execution of the agreement.
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 2025/26 operating budget in the amount of $84,623 from available General Fund fund balance in the General Fund contracted services and software accounts to fund the execution of the agreement renewal.
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 PROJECT DESCRIPTION (+) (-)
GENERAL FUND
1020 10202000 4900 Budgetary Carryover 84,623
1020 10202000 6417 Software Costs 7,278
1020 10202000 6440 Contracted Services 77,345
TOTALS 84,623 84,623
EXHIBIT A
CITY OF MADERA FISCAL YEAR 2025/26 BUDGET APPROPRIATION FOR
A MOTOROLA SERVICE AGREEMENT RENEWAL
1 Date:06/18/2025
Company Name: MADERA, CITY OF Required P.O. :
PO # :
Customer # :1000419813
Bill to Tag # :
Contract Start Date :01-Jul-2025
Contract End Date :30-Jun-2026
Payment Cycle :ANNUALLY
Attn:
Billing Address: 205 W FOURTH ST
City, State, Zip: MADERA , CA, 93638
Customer Contact: Sarah Sarquiz
Phone: +1.559.661.5400
Qty Service Name Service Description Extended Amt
SVC02SVC0201A ASTRO SUA II UO IMPLEMENTATION SERVICES $0.00 LSV01S01107A ASTRO SYSTEM ESSENTIAL PLUS PACKAGE $51,441.21 SVC04SVC0169A SYSTEM UPGRADE AGREEMENT II $29,446.92
SVC02SVC0433A ASTRO SUA II FIELD IMPLEMENTATN SVC $23,090.56 SVC02SVC0446A VERINT SUPPORT & MAINTENANCE $10,611.31
Subtotal - Recurring Services $9,549.17 $114,590.00
Subtotal - One-Time Event Services $0.00 $0.00
Total $114,590.00
THIS SERVICE AMOUNT IS SUBJECT TO STATE AND LOCAL TAXING JURISDICTIONS WHERE
APPLICABLE, TO BE VERIFIED BY MOTOROLA
SPECIAL INSTRUCTIONS:
City of Madera - Essential Plus Package Includes: Technical Support, Infrastructure Hardware Repair with Advanced Replacement, Security Update Service, Dispatch, On-site Infrastructure Response Standard, Annual Preventive Maintenance (1) Master Site, (1) Dispatch and (2) RF Sites
*Verint Logger-Verint Services Commercial Best Effort Until Upgrade/Replacement in 2026 *Does not include Verint Upgrade in 2026 Budgetary Cost of: $59,113.53 **Optional Verint SUA (System Upgrade Agreement) after 2026 Upgrade/ Replacement as mentioned above:
Year 1: $12,291.53
Year 2: $12,660.28
Year 3: $13,040.08
Year 4: $13,431.30
Year 5: $13,834.23
SERVICE AGREEMENT
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
Quote Number : QUOTE-3147655
Contract Number: USC000853575
Contract Modifier: R05-JULY-2025
Quote Expiration Date: 07-01-2025
I have received Applicable Statements of Work which describe the Services and cybersecurity services provided on this Agreement. Motorola's Terms and Conditions, including the Cybersecurity Online Terms Acknowledgement, are attached hereto and incorporate the Cyber Addendum (available at https://www.motorolasolutions.com/en_us/ managed-support-services/cybersecurity.html) by reference. By signing below Customer acknowledges these terms and conditions govern all Services under this Service Agreement.
AUTHORIZED CUSTOMER SIGNATURE TITLE DATE
CUSTOMER (PRINT NAME)
MOTOROLA REPRESENTATIVE(SIGNATURE) TITLE DATE
Ian Castro 408-531-5275
MOTOROLA REPRESENTATIVE(PRINT NAME) PHONE
Company Name : MADERA, CITY OF
Contract Number : USC000853575
Contract Modifier : R05-JULY-2025
Contract Start Date : 01-Jul-2025
Contract End Date : 30-Jun-2026
SERVICE AGREEMENT
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
Quote Number : QUOTE-3147655
Contract Number: USC000853575
Contract Modifier: R05-JULY-2025
CSM 06-23-2025
Service Terms and Conditions
Motorola Solutions Inc. ("Motorola") and the customer named in this Agreement ("Customer") hereby agree as follows:
Section 1. APPLICABILITY
These Maintenance Service Terms and Conditions apply to service contracts whereby Motorola will provide to Customer either (1) maintenance, support, or other services under a Motorola Service Agreement, or (2) installation services under a Motorola Installation Agreement.
Section 2. DEFINITIONS AND INTERPRETATION
2.1 “Agreement” means these Maintenance Service Terms and Conditions; the cover page for the Service Agreement or the Installation Agreement, as applicable; and any other attachments, all of which are incorporated herein by this reference. In interpreting this Agreement and resolving any ambiguities, these Maintenance Service Terms and Conditions take precedence over any cover page, and the cover page takes precedence over any attachments, unless the cover page or attachment states otherwise.
2.2 “Equipment” means the equipment that is specified in the attachments or is subsequently added to this Agreement.
2.3 “Services” means those installation, maintenance, support, training, and other services described in this Agreement.
Section 3. ACCEPTANCE
Customer accepts these Maintenance Service Terms and Conditions and agrees to pay the prices set forth in the Agreement. This Agreement becomes binding only when accepted in writing by Motorola. The term of this Agreement begins on the “Start Date” indicated in this Agreement.
Section 4. SCOPE OF SERVICES
4.1 Motorola will provide the Services described in this Agreement or in a more detailed statement of work or other document attached to this Agreement.
At Customer’s request, Motorola may also provide additional services at Motorola’s then-applicable rates for the services.
4.2 If Motorola is providing Services for Equipment, Motorola parts or parts of equal quality will be used; the Equipment will be serviced at levels set forth in the manufacturer’s product manuals; and routine service procedures that are prescribed by Motorola will be followed
4.3 If Customer purchases from Motorola additional equipment that becomes part of the same system as the initial Equipment, the additional equipment may be added to this Agreement and will be billed at the applicable rates after the warranty for that additional equipment expires.
4.4 All Equipment must be in good working order on the Start Date or when additional equipment is added to the Agreement. Upon reasonable request by Motorola, Customer will provide a complete serial and model number list of the Equipment. Customer must promptly notify Motorola in writing when any Equipment is lost, damaged, stolen or taken out of service. Customer’s obligation to pay Service fees for this Equipment will terminate at the end of the month in which Motorola receives the written notice.
4.5 Customer must specifically identify any Equipment that is labeled intrinsically safe for use in hazardous environments.
4.6 If Equipment cannot, in Motorola’s reasonable opinion, be properly or economically serviced for any reason, Motorola may modify the scope of Services related to that Equipment; remove that Equipment from the Agreement; or increase the price to Service that Equipment.
4.7 Customer must promptly notify Motorola of any Equipment failure. Motorola will respond to Customer's notification in a manner consistent with the level of Service purchased as indicated in this.
Section 5. EXCLUDED SERVICES
5.1 Service excludes the repair or replacement of Equipment that has become defective or damaged from use in other than the normal, customary, intended, and authorized manner; use not in compliance with applicable industry standards; excessive wear and tear; or accident, liquids, power surges, neglect, acts of God or other force majeure events.
5.2 Unless specifically included in this Agreement, Service excludes items that are consumed in the normal operation of the Equipment, such as batteries or magnetic tapes.; upgrading or reprogramming Equipment; accessories, belt clips, battery chargers, custom or special products, modified units, or software; and repair or maintenance of any transmission line, antenna, microwave equipment, tower or tower lighting, duplexer, combiner, or multicoupler.
Motorola has no obligations for any transmission medium, such as telephone lines, computer networks, the internet or the worldwide web, or for Equipment malfunction caused by the transmission medium.
SERVICE AGREEMENT
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
Quote Number : QUOTE-3147655
Contract Number: USC000853575
Contract Modifier: R05-JULY-2025
5.3 This Agreement pricing provided does not take into account prevailing wage requirement. Should prevailing wage regulations be applicable to this project, the pricing shall be subject to change to reflect compliance with those regulations.
Section 6. TIME AND PLACE OF SERVICE
Service will be provided at the location specified in this Agreement. When Motorola performs service at Customer’s location, Customer will provide Motorola, at no charge, a non-hazardous work environment with adequate shelter, heat, light, and power and with full and free access to the Equipment.
Waivers of liability from Motorola or its subcontractors will not be imposed as a site access requirement. Customer will provide all information pertaining to the hardware and software elements of any system with which the Equipment is interfacing so that Motorola may perform its Services. Unless otherwise stated in this Agreement, the hours of Service will be 8:30 a.m. to 4:30 p.m., local time, excluding weekends and holidays. Unless otherwise stated in this Agreement, the price for the Services exclude any charges or expenses associated with helicopter or other unusual access requirements; if these charges or expenses are reasonably incurred by Motorola in rendering the Services, Customer agrees to reimburse Motorola for those charges and expenses.
Section 7. CUSTOMER CONTACT
Customer will provide Motorola with designated points of contact (list of names and phone numbers) that will be available twenty-four (24) hours per day, seven (7) days per week, and an escalation procedure to enable Customer’s personnel to maintain contact, as needed, with Motorola.
Section 8. INVOICING AND PAYMENT
8.1 Customer affirms that a purchase order or notice to proceed is not required for the duration of this service contract and will appropriate funds each year through the contract end date. Unless alternative payment terms are stated in this Agreement, Motorola will invoice Customer in advance for each payment period. All other charges will be billed monthly, and Customer must pay each invoice in U.S. dollars within twenty (20) days of the invoice date
8.2 Customer will reimburse Motorola for all property taxes, sales and use taxes, excise taxes, and other taxes or assessments that are levied as a result of Services rendered under this Agreement (except income, profit, and franchise taxes of Motorola) by any governmental entity. The Customer will pay all invoices ĨŽƌǀĂůŝĚĐŚĂƌŐĞƐĂƐĚĞĨŝŶĞĚŝŶƚŚŝƐƐĞƌǀŝĐĞĂŐƌĞĞŵĞŶƚŽƌŽƌĚĞƌŝŶŐĚŽĐƵŵĞŶƚ as received from Motorola. At the time of execution of this Agreement, the Customer will provide all necessary reference information to include on invoices for payment in accordance with this Agreement.
8.3 For multi-year service agreements, at the end of the first year of the Agreement and each year thereafter, a CPI percentage change calculation shall be performed using the U.S.Department of Labor, Consumer Price Index, all Items, Unadjusted Urban Areas (CPI-U). Should the annual inflation rate increase greater than 3% during the previous year, Motorola shall have the right to increase all future maintenance prices by the CPI increase amount exceeding 3%. All items, not seasonally adjusted shall be used as the measure of CPI for this price adjustment. Measurement will take place once the annual average for the new year has been posted by the Bureau of Labor Statistics. For purposes of illustration, if in year 5 the CPI reported an increase of 8%, Motorola may increase the Year 6 price by 5% (8%-3% base).
Section 9. WARRANTY
Motorola warrants that its Services under this Agreement will be free of defects in materials and workmanship for a period of ninety (90) days from the date the performance of the Services are completed. In the event of a breach of this warranty, Customer’s sole remedy is to require Motorola to re-perform the non-conforming Service or to refund, on a pro-rata basis, the fees paid for the non-conforming Service. MOTOROLA DISCLAIMS ALL OTHER
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Section 10. DEFAULT/TERMINATION
10.1 If either party defaults in the performance of this Agreement, the other party will give to the non-performing party a written and detailed notice of the default. The non-performing party will have thirty (30) days thereafter to provide a written plan to cure the default that is acceptable to the other party and begin implementing the cure plan immediately after plan approval. If the non-performing party fails to provide or implement the cure plan, then the injured party, in addition to any other rights available to it under law, may immediately terminate this Agreement effective upon giving a written notice of termination to the defaulting party.
10.2 Any termination of this Agreement will not relieve either party of obligations previously incurred pursuant to this Agreement, including payments which may be due and owing at the time of termination. All sums owed by Customer to Motorola will become due and payable immediately upon termination of this Agreement. Upon the effective date of termination, Motorola will have no further obligation to provide Services.
10.3 If the Customer terminates this Agreement before the end of the Term, for any reason other than Motorola default, then the Customer will pay to Motorola an early termination fee equal to the discount applied to the last three (3) years of Service payments for the original Term.
SERVICE AGREEMENT
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
Quote Number : QUOTE-3147655
Contract Number: USC000853575
Contract Modifier: R05-JULY-2025
Section 11. LIMITATION OF LIABILITY
Except for personal injury or death, Motorola's total liability, whether for breach of contract, warranty, negligence, strict liability in tort, or otherwise, will be limited to the direct damages recoverable under law, but not to exceed the price of twelve (12) months of Service provided under this Agreement.
ALTHOUGH THE PARTIES ACKNOWLEDGE THE POSSIBILITY OF SUCH LOSSES OR DAMAGES, THEY AGREE THAT MOTOROLA WILL NOT BE LIABLE FOR ANY COMMERCIAL LOSS; INCONVENIENCE; LOSS OF USE, TIME, DATA, GOOD WILL, REVENUES, PROFITS OR SAVINGS; OR
OTHER SPECIAL, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES IN ANY WAY RELATED TO OR ARISING FROM THIS AGREEMENT OR THE PERFORMANCE OF SERVICES BY MOTOROLA PURSUANT TO THIS AGREEMENT. No action for contract breach or otherwise relating to the transactions contemplated by this Agreement may be brought more than one (1) year after the accrual of the cause of action, except for money due upon an open account. This limitation of liability will survive the expiration or termination of this Agreement and applies notwithstanding any contrary provision.
Section 12. EXCLUSIVE TERMS AND CONDITIONS
12.1 This Agreement supersedes all prior and concurrent agreements and understandings between the parties, whether written or oral, related to the Services, and there are no agreements or representations concerning the subject matter of this Agreement except for those expressed herein. The Agreement may not be amended or modified except by a written agreement signed by authorized representatives of both parties.
12.2 Customer agrees to reference this Agreement on any purchase order issued in furtherance of this Agreement, however, an omission of the reference to this Agreement will not affect its applicability. In no event will either party be bound by any terms contained in a Customer purchase order, acknowledgement, or other writings unless: the purchase order, acknowledgement, or other writing specifically refers to this Agreement; clearly indicate the intention of both parties to override and modify this Agreement; and the purchase order, acknowledgement, or other writing is signed by authorized representatives of both parties.
Section 13. PROPRIETARY INFORMATION; CONFIDENTIALITY; INTELLECTUAL PROPERTY RIGHTS
13.1 Any information or data in the form of specifications, drawings, reprints, technical information or otherwise furnished to Customer under this Agreement will remain Motorola’s property, will be deemed proprietary, will be kept confidential, and will be promptly returned at Motorola's request.
Customer may not disclose, without Motorola's written permission or as required by law, any confidential information or data to any person, or use confidential information or data for any purpose other than performing its obligations under this Agreement. The obligations set forth in this Section survive the expiration or termination of this Agreement.
13.2 Unless otherwise agreed in writing, no commercial or technical information disclosed in any manner or at any time by Customer to Motorola will be deemed secret or confidential. Motorola will have no obligation to provide Customer with access to its confidential and proprietary information, including cost and pricing data.
13.3 This Agreement does not grant directly or by implication, estoppel, or otherwise, any ownership right or license under any Motorola patent, copyright, trade secret, or other intellectual property, including any intellectual property created as a result of or related to the Equipment sold or Services performed under this Agreement.
Section 14. FCC LICENSES AND OTHER AUTHORIZATIONS
Customer is solely responsible for obtaining licenses or other authorizations required by the Federal Communications Commission or any other federal, state, or local government agency and for complying with all rules and regulations required by governmental agencies. Neither Motorola nor any of its employees is an agent or representative of Customer in any governmental matters.
Section 15. COVENANT NOT TO EMPLOY
During the term of this Agreement and continuing for a period of two (2) years thereafter, Customer will not hire, engage on contract, solicit the employment of, or recommend employment to any third party of any employee of Motorola or its subcontractors without the prior written authorization of Motorola. This provision applies only to those employees of Motorola or its subcontractors who are responsible for rendering services under this Agreement. If this provision is found to be overly broad under applicable law, it will be modified as necessary to conform to applicable law.
Section 16. MATERIALS, TOOLS AND EQUIPMENT
All tools, equipment, dies, gauges, models, drawings or other materials paid for or furnished by Motorola for the purpose of this Agreement will be and remain the sole property of Motorola. Customer will safeguard all such property while it is in Customer’s custody or control, be liable for any loss or damage to this property, and return it to Motorola upon request. This property will be held by Customer for Motorola’s use without charge and may be removed from Customer’s premises by Motorola at any time without restriction.
Section 17. GENERAL TERMS
17.1 If any court renders any portion of this Agreement unenforceable, the remaining terms will continue in full force and effect. 1ϳ͘ϮdŚŝƐŐƌĞĞŵĞŶƚĂŶĚƚŚĞƌŝŐŚƚƐĂŶĚĚƵƚŝĞƐŽĨƚŚĞƉĂƌƚŝĞƐǁŝůůďĞŝŶƚĞƌƉƌĞƚĞĚŝŶĂĐĐŽƌĚĂŶĐĞǁŝƚŚƚŚĞůĂǁƐŽĨƚŚĞ^ƚĂƚĞŝŶǁŚŝĐŚƚŚĞ^ĞƌǀŝĐĞƐĂƌĞƉĞƌĨŽƌŵĞĚ͘
SERVICE AGREEMENT
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
Quote Number : QUOTE-3147655
Contract Number: USC000853575
Contract Modifier: R05-JULY-2025
17.3 >ĞŐĂůĂĐƚŝŽŶƐĐŽŶĐĞƌŶŝŶŐĂŶLJĚŝƐƉƵƚĞ͕ĐůĂŝŵŽƌŵĂƚƚĞƌĂƌŝƐŝŶŐŽƵƚŽĨŽƌŝŶƌĞůĂƚŝŽŶƚŽƚŚŝƐŐƌĞĞŵĞŶƚƐŚĂůůďĞŝŶƐƚŝƚƵƚĞĚŝŶƚŚĞ^ƵƉĞƌŝŽƌŽƵƌƚŽĨƚŚĞŽƵŶƚLJŽĨDĂĚĞƌĂ͕ ^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͕ŽƌĂŶLJŽƚŚĞƌĂƉƉƌŽƉƌŝĂƚĞĐŽƵƌƚŝŶƐƵĐŚĐŽƵŶƚLJ͕ĂŶĚDŽƚŽƌŽůĂĐŽǀĞŶĂŶƚƐĂŶĚĂŐƌĞĞƐƚŽƐƵďŵŝƚƚŽƚŚĞƉĞƌƐŽŶĂůũƵƌŝƐĚŝĐƚŝŽŶŽĨƐƵĐŚĐŽƵƌƚŝŶƚŚĞĞǀĞŶƚŽĨ ƐƵĐŚĂĐƚŝŽŶ͘/ŶƚŚĞĞǀĞŶƚŽĨůŝƚŝŐĂƚŝŽŶŝŶĂh͘^͘ŝƐƚƌŝĐƚŽƵƌƚ͕ǀĞŶƵĞƐŚĂůůůŝĞĞdžĐůƵƐŝǀĞůLJŝŶƚŚĞ ĂƐƚĞƌŶŝƐƚƌŝĐƚŽĨĂůŝĨŽƌŶŝĂ͕ŝŶƚŚĞŽƵŶƚLJŽĨ&ƌĞƐŶŽ͕^ƚĂƚĞŽĨĂůŝĨŽƌŶŝĂ͘
17.4 Neither party is liable for delays or lack of performance resulting from any causes that are beyond that party’s reasonable control, such as strikes, material shortages, or acts of God.
17.ϲ Motorola may subcontract any of the work, but subcontracting will not relieve Motorola of its duties under this Agreement.
17.ϳ Except as provided herein, neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, which consent will not be unreasonably withheld. Any attempted assignment, delegation, or transfer without the necessary consent will be void. Notwithstanding the foregoing, Motorola may assign this Agreement to any of its affiliates or its right to receive payment without the prior consent of Customer. In addition, in the event Motorola separates one or more of its businesses (each a “Separated Business”), whether by way of a sale, establishment of a joint venture, spin-off or otherwise (each a “Separation Event”), Motorola may, without the prior written consent of the other Party and at no additional cost to Motorola, assign this Agreement such that it will continue to benefit the Separated Business and its affiliates (and Motorola and its affiliates, to the extent applicable) following the Separation Event.
17.ϴ THIS AGREEMENT WILL RENEW, FOR AN ADDITIONAL ONE (1) YEAR TERM, ON EVERY ANNIVERSARY OF THE START DATE UNLESS
EITHER THE COVER PAGE SPECIFICALLY STATES A TERMINATION DATE OR ONE PARTY NOTIFIES THE OTHER IN WRITING OF ITS INTENTION TO DISCONTINUE THE AGREEMENT NOT LESS THAN THIRTY (30) DAYS OF THAT ANNIVERSARY DATE. At the anniversary date, Motorola may adjust the price of the Services to reflect its current rates.
17.ϵ If Motorola provides Services after the termination or expiration of this Agreement, the terms and conditions in effect at the time of the termination or expiration will apply to those Services and Customer agrees to pay for those services on a time and materials basis at Motorola’s then effective hourly rates.
17.1Ϭ This Agreement may be executed in one or more counterparts, all of which shall be considered part of the Agreement. The parties may execute this Agreement in writing, or by electronic signature, and any such electronic signature shall have the same legal effect as a handwritten signature for the purposes of validity, enforceability and admissibility. In addition, an electronic signature, a true and correct facsimile copy or computer image of this Agreement shall be treated as and shall have the same effect as an original signed copy of this document.
Revised Sept 03, 2022
SERVICE AGREEMENT
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
Quote Number : QUOTE-3147655
Contract Number: USC000853575
Contract Modifier: R05-JULY-2025
17.5 &ĂŝůƵƌĞƚŽĞdžĞƌĐŝƐĞĂŶLJǁŝůůŶŽƚŽƉĞƌĂƚĞĂƐĂǁĂŝǀĞƌŽĨƚŚĂƚƌŝŐŚƚ͕ƉŽǁĞƌ͕ŽƌƉƌŝǀĞůĂŐĞ͘ Cybersecurity Online Terms Acknowledgement
This Cybersecurity Online Terms Acknowledgement (this “Acknowledgement”) is entered into between Motorola Solutions, Inc. (“Motorola”) and the entity set forth in the signature block below (“Customer”).
1. Applicability and Self Deletion. This Cybersecurity Online Terms Acknowledgement applies to the extent cybersecurity products and services, including Remote Security Update Service, Security Update Service, and Managed Detection & Response subscription services, are purchased by or otherwise provided to Customer, including through bundled or integrated offerings or otherwise.
NOTE: This Acknowledgement is self deleting if not applicable under this Section 1.
2. Online Terms Acknowledgement. The Parties acknowledge and agree that the terms of the Cyber Subscription Renewals and Integrations Addendum available at http://www.motorolasolutions.com/cyber-renewals-integrations are incorporated in and form part of the Parties’ agreement as it relates to any cybersecurity products or services sold or provided to Customer. By signing the signature block below, Customer certifies that it has read and agrees to the provisions set forth and linked on-line in this Acknowledgement. To the extent Customer is unable to access the above referenced online terms for any reason, Customer may request a paper copy from Motorola. The signatory to this Acknowledgement represents and warrants that he or she has the requisite authority to bind Customer to this Acknowledgement and referenced online terms.
3. Entire Agreement. This Acknowledgement supplements any and all applicable and existing agreements and supersedes any contrary terms as it relates to Customer's purchase of cybersecurity products and services. This Acknowledgement and referenced terms constitute the entire agreement of the parties regarding the subject matter hereof and as set out in the referenced terms, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter.
4. Execution and Amendments. This Acknowledgement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document. The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer image of a signature, will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document. This Acknowledgement may be amended or modified only by a written instrument signed by authorized representatives of both Parties.
The Parties hereby enter into this Acknowledgement as of the last signature date below.
Revised Sept 03, 2022
SERVICE AGREEMENT
500 W Monroe Street
Chicago, IL. 60661
(888) 325-9336
Quote Number : QUOTE-3147655
Contract Number: USC000853575
Contract Modifier: R05-JULY-2025
REPORT TO CITY COUNCIL
Approved by: Council Meeting of: August 20, 2025
_________________________________ Agenda Number: ___________ Giachino Chiaramonte, Chief of Police
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Motorola VESTA 911 Agreement Renewal
RECOMMENDATION:
Adopt a Resolution authorizing an agreement renewal with Motorola Solutions, Inc. for the service and maintenance of the Madera Police Department’s (MPD) VESTA 911 equipment and authorizing an amendment to the City of Madera Fiscal Year 2025/2026 Adopted Budget to appropriate $84,943 to cover the cost of the agreement renewal SUMMARY:
The City is responsible for maintaining and operating vital communication infrastructure that supports emergency response capabilities. A key component of this infrastructure is the VESTA 911 system, which enables MPD’s phone systems to receive and manage all 911 calls placed within the City’s jurisdiction. This system was originally procured from Motorola Solutions, Inc. (Motorola) and is currently supported through a service agreement with the vendor. The existing agreement is set to expire in September 2025. The action contemplated herein would extend the current agreement for an additional two years.
DISCUSSION:
The VESTA 911 system was originally procured from Motorola in 2020 and has been maintained through a service agreement with the vendor. This agreement ensures the system receives timely updates, troubleshooting, and technical support, thereby preserving its reliability and functionality for emergency response.
The California Office of Emergency Services (Cal OES) manages statewide contracts with vendors such as Motorola for various 911 systems. Cal OES negotiates pricing, terms, and conditions on behalf of local emergency service agencies and covers the cost of 911 systems through either direct payment to the vendor or reimbursement to the agency. When the City originally acquired B-16
the VESTA 911 system, it entered into a Master Purchase Agreement (MPA) with Motorola. This agreement allowed Cal OES to issue direct payments to Motorola on the City’s behalf. However, the MPA expired in 2022, and although there is no requirement for the City to renew the agreement, it now must pay system costs upfront and seek reimbursement from Cal OES.
The current service agreement with Motorola is set to expire in September 2025. To avoid any disruption in service and ensure continued support for the VESTA 911 system, staff recommends approving a two-year extension of the agreement at a total cost of $84,943. This extension will enable the City to maintain consistent emergency communication services while continuing to receive comprehensive technical support from Motorola.
FINANCIAL IMPACT:
The proposed extension will initially require an upfront payment from the City’s Police Measure K Unassigned, as the City must remit payment to Motorola prior to receiving reimbursement from Cal OES. While Cal OES has committed to reimbursing these costs, the City must temporarily absorb the financial impact.
Cal OES had been engaged in contract negotiations with vendors for approximately six months and finalized pricing in late July. Due to the timing of these negotiations, the City did not have access to the final cost information during the FY 2025/2026 budget development process and was therefore unable to include the expense in the adopted budget. As such, the action under consideration includes approval of the service agreement extension and authorization of a corresponding budget amendment, utilizing the anticipated reimbursement from Cal OES to fund the agreement.
ALTERNATIVES:
The City Council (Council) may choose not to authorize the proposed extension of the service agreement, which would jeopardize the City’s ability to receive and manage 911 calls.
Alternatively, Council may consider modifying the term of the extension, such as approving a shorter duration. Furthermore, the Council may direct staff to return at a later date with further information before taking formal action.
ATTACHMENTS:
1. Resolution
a. Exhibit A: Motorola Service Agreement Renewal
b. Exhibit B: Budget Amendment
2. Original Scope of Work
RESOLUTION NO. 25-______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA AUTHORIZING AN AGREEMENT RENEWAL WITH MOTOROLA SOLUTIONS, INC. FOR THE SERVICE AND MAINTENANCE OF THE MADERA POLICE DEPARTMENT’S VESTA 911
EQUIPMENT AND AUTHORIZING AN AMENDMENT TO THE CITY OF MADERA FISCAL YEAR 2025/2026 ADOPTED BUDGET TO APPROPRIATE $84,943 TO
COVER THE COST OF THE AGREEMENT RENEWAL
WHEREAS, the City purchased VESTA 911 from Motorola Solutions, Inc. (Motorola) to receive and manage all 911 calls made within the City’s jurisdiction; and WHEREAS, the City has maintained a service agreement with Motorola for the VESTA 911 system that expires in September 2025 and both parties wish to extend the agreement an additional two years at a total cost of $84,943; and
WHEREAS, the City must pay for the agreement renewal upfront; however, the State of California Office of Emergency Services (Cal OES) will reimburse the total cost associated with the agreement renewal; and
WHEREAS, additional funding is required to proceed with the agreement renewal; and WHEREAS, the amendment to the City of Madera Fiscal Year 2025/2026 Adopted Budget, listed in Exhibit B, attached hereto, is necessary to appropriate funds for the execution of the agreement.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA hereby resolves, finds, determines, and orders as follows:
1͘ The above recitals are true and correct.
Ϯ͘ The Motorola service agreement renewal, in the amount of $84,943, attached as Exhibit A and incorporated herein, is approved.
ϯ͘ The City Manager is authorized to execute the agreement on behalf of the City. ϰ͘ Funds shall be appropriated in the Fiscal Year 2025/26 operating budget in the amount of $84,943 in the WŽůŝĐĞ DĞĂƐƵƌĞ< – Police Department Contracted Services object to fund the execution of the agreement renewal. ϱ͘ 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.
6͘ This resolution is effective immediately upon adoption. * * * * * * * *
EXHIBIT A
The design, technical, pricing, and other information (“Information”) furnished with this submission is proprietary and/or trade secret information of Motorola Solutions, Inc. (“Motorola Solutions”) and is submitted with the restriction that it is to be used for evaluation purposes only. To the fullest extent allowed by applicable law, the Information is not to be disclosed publicly or in any manner to anyone other than those required to evaluate the Information without the express written permission of Motorola Solutions.
MOTOROLA, MOTO, MOTOROLA SOLUTIONS, and the Stylized M Logo are trademarks or registered trademarks of Motorola Trademark Holdings, LLC and are used under license. All other trademarks are the property of their respective owners. © 2025 Motorola Solutions, Inc. All rights reserved.
MADERA PD CA -
RENEWAL PROPOSAL
2025
JULY 23, 2025
Motorola Solutions Confidential Restricted
PRICING MSI4051834
DATES – 9/28/2025-9/27/2027
Part Number Description Price
LSV06S03790A VESTA 911 SRVC PKG - 2 YEARS - RENEWAL $84,942.24 GRAND TOTAL $84,942.24
Quote is valid for 60 days from the date on this proposal. Customer is to provide payment within 30 days of this signed agreement.
Motorola Solutions Confidential Restricted
TERMS & CONDITIONS
The Customer’s signature below or issuing a purchase order constitutes its agreement to purchase the renewal according to the terms quoted by Motorola Solutions within this document. This document shall serve as an addendum to the Purchase Agreement previously entered into between the Customer and Motorola Solution Contract number USC000212937 and all terms and conditions of the Purchase Agreement apply to the services offered with this quote and the provision of such services if this quote is accepted and ordered by Customer.
Please reference on your PO the following:
Sales Quote Number MSI4051834
In witness whereof, the parties hereto have executed this Agreement as of the Effective Date.
Madera PD, CA MOTOROLA SOLUTIONS, INC.
BY: BY:
NAME: NAME:
TITLE: TITLE:
DATE: DATE:
BILL TO ADDRESS (Name, Address, Phone) SHIP TO ADDRESS (Name, Address, Phone) FINAL DESTINATION ADDRESS (Name, Address, Phone)
ORG OBJECT
FUND CODE CODE PROJECT DESCRIPTION (+) (-)
POLICE MEASURE K
1025 10252000 4659 Refunds and Reimbursements 84,943
1025 10252000 6440 Contracted Services 84,943
TOTALS 84,943 84,943
EXHIBIT B
CITY OF MADERA FISCAL YEAR 2025/26 BUDGET APPROPRIATION FOR A MOTOROLA VESTA 911 SERVICE AGREEMENT RENEWAL
1 REPORT TO CITY COUNCIL
Approved by: Council Meeting of: August 20, 2025
Agenda Number: ___________
________________________________
Joseph Hebert, Parks & Community Services Director
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Fresno-Madera Area Agency on Aging for Fiscal Year 2025-26 for Title III C1 Congregate Nutrition Program for Older Adults
RECOMMENDATION:
Adopt Resolutions:
1. Approving Contract Number 26-0147 Between the City and the Fresno-Madera Area Agency on Aging (FMAAA) for Fiscal Year (FY) 2025/2026 for the Title lll C1 Congregate Nutrition Program (CNP) for Older Adults, not to exceed $58,625
2. Amending the City’s FY 2025/26 Operating Budget approving related revenue and expenditure line items related to the execution of the FMAAA Contract Number 26-0147, Title III C1 Congregate Nutrition Program
SUMMARY:
The Fresno-Madera Area on Aging’s Governing Board has approved an award of Older American Act (OAA) funds to the City of Madera as follows:
Frank Bergon Senior Center: $33,500
Pan American Community Center: $25,125
Combined, the amount being awarded to the City is $58,625 and said funds are intended to cover costs associated with the Title III C1 Congregate Nutrition Site Management at the City’s senior centers. The Title III C1 Congregate Nutrition Site Management is a congregate meal program that has played a pivotal role in providing nutritious meals to qualifying seniors.
B-17
Appropriations associated with this award were not included in the FY 2025/26 Operating Budget given that at the time the budget was prepared, precise funding amounts were unknown. As such, a budget amendment is recommended for adoption to recognize the appropriate adequate funding for the service to be provided.
DISCUSSION:
During the last 35 years, the City has partnered with FMAAA to deliver direct services to the City senior population. One of the cornerstone programs in this partnership has been the congregate meal program. The longstanding service is a key component of the City’s commitment to supporting the health and well-being of its senior residents, ensuring they have access to essential meals in a friendly and welcoming environment.
The partnership was paused after the onset of COVID, where limitations with indoor gatherings and programming occurred. The partnership resumed during FY 2024/25, where FMAAA awarded the City up to $56,000 in OAA funds for the same Title III CI Congregate Nutrition Program. Council approval occurred on December 4, 2024, with the approval of Contract Number 25-0147.
FMAAA has once again contacted the City proposing the continued partnership in the Title lll C1 CNP for Older Adults program. A total of $58,625 has been approved by the FMAAA’s Governing Board to be allocated for the City as follows:
Frank Bergon Senior Center: $33,500 maximum expenditure Pan American Community Center: $25,125 maximum expenditure Executing the contract would entail various tasks and responsibilities to be continued by City personnel. These include, but would not be limited to:
1. Oversight and responsibility for the day-to-day operations of the CNP meal sites concerning meals.
2. Oversight of and responsibility for CNP staff and volunteers, including provision of required program training.
3. Collection of required CNP data from program participants.
4. Keeping records and preparing reports concerning the number of meals ordered and number of meals served.
5. Keeping records of donations.
6. Ensuring the CNP meal sites meets all federal, State, and local regulations, including applicable licensing laws and ordinances related to food service operations and sanitation.
Specifically, the funding will support hiring seven part-time staff members to help serve nutritious meals. The meals would be provided five days a week at both senior centers through June 30, 2026, served between 11:30 a.m. to 12:00 p.m. Setup starting at 10:00 a.m. and cleanup concluding by 1:00 p.m. thereafter. The funding is limited to a 12-month funding cycle from July 1, 2025, to June 30, 2026.
Continuing this partnership will foster the City’s commitment to enhancing the quality of life for seniors, providing them with social and nutrition support.
FINANCIAL IMPACT:
The total value of the contract is not to exceed $58,625. The value of the contract covers staffing costs only. As a result, the contract will provide General Fund relief for the activities borne by this contract for staffing costs.
With the City being responsible for providing staff to cover the program's objectives, FMAAA will provide all meals and transportation/delivery of the meals to each center. The contract amount of $58,625 is intended to cover the costs for staff for the two centers. Each center falls within a pre-designated tier system, that FMAAA used to calculate the maximum allowable expenditure amount per center. As indicated in Table 1 below, the Frank Bergon Senior Center is budgeted to cover the cost of 4 staff members, while the Pan American Community Center is budgeted to cover the cost of 3 staff members.
Table 1: FMAAA FY 2024/2025 Nutrition Meal Program
Item Amount
Staffing – (4) Program Leaders – Frank Bergon $33,500
Staffing – (3) Program Leaders – Pan-American $25,125
Total $58,625
The contract match requirement is $39,083. The match will be obtained through the personnel costs of full-time personnel that help support the contract, including the Parks & Community Services Director, Recreation and Community Programs Coordinator, Administrative Analyst, and Administrative Assistant. Match dollars will also cover the cost of supplies and materials needed to support the program, such as utensils, serving platters, heating and temperature control items, food safety handling supplies, and other items related to the execution of the program. Staff estimate roughly $1,500 per quarter; $6,000 in match dollars for the year for materials and supplies needed.
To have adequate appropriations for the nutrition meal program, the expenses and revenue generated from the contract will need an amendment to the Fiscal Year 2025/2026 Operating Budget, specifically in the Parks Grants Fund #41096362, as being recommended herein.
ATTACHMENTS:
1. Resolution Approving a Contract Between the City of Madera and the Fresno-Madera Area Agency on Aging for FY 2025/2026 for the Title III C1 Congregate Nutrition Program for Older Adults, not to exceed $58,625
a. Exhibit A: Contract No. 26-0147
2. Resolution Amending the City’s FY 2025/26 Operating Budget, approving related revenue and expenditure line items related to the execution of the FMAAA FY 2025/2026 Title III C1 Congregate Nutrition Program for Older Adults Contract a. Exhibit A: Budget Amendment
ATTACHMENT 1
Resolution Approving a Contract Between the City of Madera and the Fresno-Madera Area Agency on Aging (FMAAA) for Fiscal Year (FY) 2025/2026 for the Title III C1 Congregate Nutrition Program for Older Adults, not to exceed $58,625 RESOLUTION NO. 25-_____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA,
CALIFORNIA APPROVING A CONTRACT BETWEEN THE CITY OF MADERA
AND THE FRESNO-MADERA AREA AGENCY ON AGING (FMAAA) FOR FY 2025/2026 FOR THE TITLE III C1 CONGREGATE NUTRITION PROGRAM FOR OLDER ADULTS, NOT TO EXCEED $58,625
WHEREAS, the City of Madera has a long-standing partnership with FMAAA, providing nutrition servicesto older adult citizens at the Frank Bergon Senior Center and the Pan-American Community Center; and
WHEREAS, FMAAA has contacted the City for the Title III C1 Congregate Nutrition Program for Older Adults; and
WHEREAS, for which, FMAAA’s Governing Board has approved an award to the City not to exceed $58,625; and
WHEREAS, the funds cover a 12-month funding cycle from July 1, 2025, to June 30, 2026; and
WHEREAS, the programming would take place at the Frank Bergon Senior Center and the Pan American Community Center; and
WHEREAS, the City would be responsible for providing staff to accomplish the goals of the program and abide by all program requirements.
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 Fresno-Madera Area Agency on Aging Contract for Fiscal Year 2025/2026 Title III C1 Congregate Nutrition Program for Older Adults, not to exceed $58,625.00, attached hereto as Exhibit A, is hereby approved.
3. The Mayor of the City of Madera is authorized to sign the agreement on behalf of the City.
4. This Resolution is effective immediately upon adoption. * * * * * * * *
Exhibit A: Contract No. 26-0147
APPENDIX 8
CONTRACTOR CERTIFICATION CLAUSES
CERTIFICATION
I, the official named below, CERTIFY UNDER PENALTY OF PERJURY that I am duly authorized to legally bind the prospective Contractor to the clause(s) listed below. This certification is made under the laws of the State of California.
City of Madera
ContractorNendor Name (Typed)
Authorized Signature
Cecelia K. Gallegos, MAYOR
Name and Title of Person Signing (Typed)
Federal ID Number
Date Executed
CONTRACTOR CERTIFICATION CLAUSES Source: State of California CCC 04/2017
1. STATEMENT OF COMPLIANCE: Contractor has, unless exempted, complied with the nondiscrimination program requirements. (Gov. Code §12990 (a-f) and CCR, Title 2, Section 11102) (Not applicable to public entities.)
2. DRUG-FREE WORKPLACE REQUIREMENTS: Contractor will comply with the requirements of the Drug-Free Workplace Act of 1990 and will provide a drug-free workplace by taking the following actions:
a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations.
b. Establish a Drug-Free Awareness Program to inform employees about:
1) the dangers of drug abuse in the workplace;
2) the person's or organization's policy of maintaining a drug-free workplace; 3) any available counseling, rehabilitation and employee assistance programs; and, 4) penalties that may be imposed upon employees for drug abuse violations. c. Every employee who works on the proposed Agreement will:
1) receive a copy of the company's drug-free workplace policy statement; and, 2) agree to abide by the terms of the company's statement as a condition of employment on the Agreement.
Failure to comply with these requirements may result in suspension of payments under the Agreement or termination of the Agreement or both and Contractor may be ineligible for award of any future State and Fresno-Madera Area Agency on Aging agreements if the department determines that any of the following has occurred: the Contractor has made false certification, Contractor Certification
Clauses
Appendix B - Page 1 FY 2025-2026
ATTACHMENT 2
Resolution Amending the City’s FY 2025/26 Operating Budget, approving related revenue and expenditure line items related to the execution of the FMAAA FY 2025/2026 Title III C1 Congregate Nutrition Program for Older Adults Contract
Exhibit A: Budget Amendment
RESOLUTION NO. 25 -____
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA, CALIFORNIA AMENDING THE FISCAL YEAR 2025/26 OPERATING BUDGET,
APPROVING RELATED REVENUE AND EXPENDITURE LINE ITEMS RELATED TO THE EXECUTION OF THE FMAAA FY 2025/2026 TITLE III C1
CONGREGATE NUTRITION PROGRAM FOR OLDER ADULTS CONTRACT
WHEREAS, the City Council previously approved Operating City-wide Budget for 2025/26 Fiscal Year; and
WHEREAS, the Fresno-Madera Area Agency on Aging (FMAAA) has prepared a contract which will provide the City $58,625 towards a senior services nutrition meal program; and WHEREAS, an amendment to the City’s Adopted Budget for the 2025/26 Fiscal Year, listed in Exhibit A, attached hereto, is necessary to account for related revenue and expenditures pertaining to the execution of the contract.
NOW THEREFORE, THE CITY COUNCIL OF THE CITY OF MADERA finds, orders, and resolves 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. A signed copy of this Resolution shall be placed on file in the office of the Director of Financial Services, who shall prepare the entries necessary to reflect budget changes identified in the City's accounting system.
4. This Resolution is effective immediately upon adoption. *****
Exhibit A: Budget Amendment
Budget Appropriations: Res. 25-______
Budget Adjustments for Fiscal Year 2025/26
ORG OBJECT
FUND CODE CODE DESCRIPTION (+) (-)
Parks Grant
Fund 41096362 4683 Program Revenue $ 58,625
41096362 5005 Salaries/Part Time 58,625
41096362 6480 Program Expense 6,000
$ 64,625 $ 58,625
REPORT TO CITY COUNCIL
Approved by:
_________________________________
Giachino Chiaramonte, Chief of Police
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Real-Time Crime Center Data Sharing
RECOMMENDATION:
Adopt a Resolution approving an addendum to the existing Master Customer Agreement with Motorola Solutions, Inc. to allow for data sharing with Peregrine Technologies, Inc. dba Peregrine in support of the City’s Real-Time Crime Center
SUMMARY:
On May 21, 2025, the City purchased a Real-Time Crime Center (RTCC) platform known as Peregrine. This platform is designed to enhance law enforcement operations, improve situational awareness, and foster interagency collaboration. The acquisition of Peregrine will significantly strengthen the City’s capacity to respond to emerging incidents, monitor and analyze criminal trends, and support investigations through centralized data aggregation and advanced analytics.
To function effectively, Peregrine requires integration with existing law enforcement data systems maintained by the City’s current service providers, including Motorola Solutions, Inc. (Motorola). Motorola requires an addendum to the existing Master Customer Agreement with the City to authorize the necessary data sharing.
DISCUSSION:
The integration between Peregrine and Motorola’s data systems is essential for the RTCC to operate at full capacity. Without this connection, the RTCC would be limited in its ability to consolidate real-time data from various sources, potentially reducing its effectiveness in supporting patrol operations, emergency responses, and long-term investigations.
The City’s existing Master Customer Agreement with Motorola Solutions, Inc. was established in connection with the purchase of body-worn cameras for the Police Department. This agreement Council Meeting of: August 20, 2025
Agenda Number: _______ B-18
is a standard contractual framework used by Motorola for all purchases, setting out consistent terms and conditions that apply across various products and services. The addendum under consideration will build upon this existing agreement, adding specific provisions to allow for secure and authorized data sharing between Motorola systems and the Peregrine platform.
The addendum to the Master Customer Agreement outlines the terms and permissions needed for secure data transfer between Motorola systems and Peregrine. This process ensures that the City remains compliant with applicable privacy, security, and data governance requirements while enabling the RTCC to access critical information in real time. By approving this addendum, the City will be able to seamlessly integrate data between the RTCC and Motorola systems, ensuring the City maximizes the operational benefits of its recent technology investment.
FINANCIAL IMPACT:
There is no financial impact to the City for executing this addendum. All costs associated with the integration and data sharing will be covered by Peregrine as part of the RTCC implementation.
ALTERNATIVES:
The City Council (Council) may choose not to approve the addendum; however, this would limit the RTCC’s ability to fully integrate with Motorola systems and could reduce the overall effectiveness of the City’s investment in the platform. Furthermore, Council may request that staff return with additional information or analysis.
ATTACHMENTS:
1. Resolution approving the addendum
a. Exhibit A: Addendum to the Master Customer Agreement
2. Master Customer Agreement
RESOLUTION NO. 25-______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA
APPROVING AN ADDENDUM TO THE EXISTING MASTER CUSTOMER
AGREEMENT WITH MOTOROLA SOLUTIONS, INC. TO ALLOW FOR DATA SHARING WITH PEREGRINE TECHNOLOGIES, INC. DBA PEREGRINE IN SUPPORT OF THE CITY’S REAL-TIME CRIME CENTER
WHEREAS, on May 21, 2025, the City purchased the Peregrine Real-Time Crime Center (RTCC) platform to enhance law enforcement operations, improve situational awareness, and foster interagency collaboration; and
WHEREAS, effective operation of the RTCC requires integration with existing law enforcement data systems, including those maintained by Motorola Solutions, Inc. (Motorola); and
WHEREAS, the City’s existing Master Customer Agreement with Motorola was originally established in connection with the purchase of body-worn cameras for the Police Department and serves as the standard contractual framework for Motorola products and services; and WHEREAS, Motorola requires an addendum to the Master Customer Agreement to authorize secure and compliant data sharing between Motorola systems and the Peregrine platform; and
WHERAS, execution of the addendum will be at no cost to the City, as Peregrine will cover all expenses related to the data integration; and
WHEREAS, the City Council finds that approving the addendum will enable the RTCC to operate at its full potential and maximize the benefits of the City’s investment in the platform.
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 Council approves the addendum to the Motorola Solutions, Inc. Master Customer Agreement, attached hereto as Exhibit A, to allow data sharing with Peregrine Technologies, Inc. dba Peregrine in support of the City’s Real-Time Crime Center.
3. The Council authorizes the City Manager to execute the addendum on behalf of the City.
4. This Resolution is effective immediately upon adoption. * * * * * * * *
EXHIBIT A
API/Data Sharing Addendum to Master Customer Agreement (“API Addendum”) This API Addendum to the Master Customer Agreement and applicable addenda (“Master Agreement”) dated [ Date ] between Motorola Solutions, Inc. (“Motorola” or “MSI”) and [Customer ] (“Customer”)(collectively, “Parties”) addresses Customer’s request for its LPR Data, and relevant Metadata (as defined below), owned and collected by the Customer using MSI-Manufactured LPR Cameras and stored in within the equipment (“Customer LPR Data”) to be shared with a third-party. “Metadata” shall be defined within this Addendum as data owned and collected by Customer using MSI-Manufactured LPR Cameras and stored within the equipment.
WHEREAS, Customer has requested that Motorola provide [Third-Party Name] (“Third-Party Recipient”) with access to their Customer LPR Data via API; and WHEREAS, Motorola is willing to provide Third-Party Recipient access to Customer Data using an API;
NOW, THEREFORE for valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto hereby agree as follows:
I. Consent. Customer consents to Motorola providing Third-Party Recipient with access to Customer Data through the use of an API. Customer agrees that Motorola is not responsible for Third-Party Recipient’s use of Customer LPR Data. Additionally, Motorola is not responsible for the Third-Party Recipient’s failure to comply with applicable laws, Customer instructions, or the Customer’s set retention policy.
II. Term. The Term of this API Addendum shall begin upon execution of this Agreement by both parties and shall continue for a period of one (1) year (“Initial Term”). At the end of the Initial Term, this API Addendum shall be automatically renewed for successive one (1) year terms (“Renewal Term”), collectively (“Term”).
III. Termination. Customer may terminate this Addendum with sixty (60) days notice prior to the end the then-current Term. Motorola may, at it’s discretion, terminate this Addendum for convenience at any time upon thirty (30) days notice to the Customer. In the event the Third-Party Recipient violates usage terms or is misusing the API, Motorola, at its discretion, may discontinue Third-Party Recipient access upon providing notice to Customer. This API Addendum shall immediately terminate upon termination of the Master Agreement. Upon termination, Motorola may immediately terminate Third-Party Recipient’s Access to the API.
IV. Payment. Customer shall make payments for the API as indicated in the applicable quoting document and/or invoice, and in accordance with the payment terms in the Master Agreement. In the event of non-payment or late payment, Motorola reserves the right to immediately suspend API access for the Third-Party Recipient.
V. Representation, Warranty, Disclaimer. The API and associated Data is excluded from any representations and warranties in the Master Agreement. The API and associated Data is provided “AS IS”. Motorola disclaims all other warranties, expressed or implied.
VI. Limitation of Liability. IN NO EVENT SHALL MOTOROLA BE LIABLE FOR ANY
DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES
INCLUDING DAMAGES FOR LOSS OF USE, DATA, TIME, DATA, GOODWILL,
REVENUE, OR PROFIT, ARISING OUT OF OR CONNECTED WITH
THE USE OF THE API, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE. IN NO EVENT WILL MOTOROLA’S TOTAL LIABILITY EXCEED THE PRICE OF TWELVE (12) MONTHS OF SERVICE FEES.
VII. Order of Precedence. In the event of inconsistencies between this API Addendum and the Master Agreement, the parties agree that this API Addendum prevails, only with respect to the specific subject matter of the API Addendum
Motorola Solutions, Inc. Customer: [ Customer Name ]
By: ______________________________ By: ______________________________ Name: ___________________________ Name: ____________________________ Title: ____________________________ Title: _____________________________ Date: ____________________________ Date: _____________________________
MOTOROLA CONFIDENTIAL
Master Customer Agreement
This Master Customer Agreement (the "MCA") is entered into between Motorola Solutions, Inc., with offices at 500 W. Monroe Street, Suite 4400, Chicago, IL 60661 ("Motorola") and the entity set forth in the signature block below ("Customer''). Motorola and Customer will each be referred to herein as a "Party" and collectively as the "Parties". This Agreement (as defined below) is effective as of the date of the last signature (the "Effective Date").
1. Agreement.
1.1. Scope· Agreement Documents. This MCA governs Customer's purchase of Products (as defined below) and Services (as defined below) from Motorola. Additional terms and conditions applicable to specific Products and Services are set forth in one or more addenda attached to this MCA (each an "Addendum", and collectively the "Addenda"). In addition, the Parties may agree upon solution descriptions, equipment lists, statements of work, schedules, technical specifications, and other ordering documents setting forth the Products and Services to be purchased by Customer and provided by Motorola and additional rights and obligations of the Parties (the "Ordering Documents"). To the extent required by applicable procurement law, a proposal submitted by Motorola in response to a competitive procurement process will be included within the meaning of the term Ordering Documents. This MCA, the Addenda, and any Ordering Documents collectively form the Parties' "Agreement".
1.2. Order of Precedence. Each Addendum will control with respect to conflicting terms in the MCA, but only as applicable to the Products and Services described in such Addendum. Each Ordering Document will control with respect to conflicting terms in the MCA or any Addenda, but only as applicable to the Products and Services described on such Ordering Document.
2. Products and Services.
2.1. Products. Motorola will (a) sell hardware provided by Motorola ("Equipment"), (b) license software which is either preinstalled on Equipment or installed on Customer-Provided Equipment (as defined below) and licensed to Customer by Motorola for a perpetual or other defined license term ("Licensed Software"), and (c) license cloud-based software as a service products and other software which is either preinstalled on Equipment or installed on Customer-Provided Equipment, but licensed to Customer by Motorola on a subscription basis ("Subscription Software") to Customer, to the extent each is set forth in an Ordering Document, for Customer's own use in accordance with this Agreement. The Equipment, Licensed Software, and Subscription Software shall collectively be referred to herein as "Products", or individually as a "Product". At any time during the Term (as defined below), Motorola may substitute any Products at no cost to Customer, if the substitute is substantially similar to the Products set forth in the applicable Ordering Documents.
2.2. Services.
2.2.1. Motorola will provide services related to purchased Products ("Services"), to the extent set forth in an Ordering Document.
2.2.2. Integration Services· Maintenance and Support Services. If specified in an Ordering Document, Motorola will provide, for the term of such Ordering Document, (a) design, deployment, and integration Services in order to design, install, set up, configure, and/or integrate the applicable Products at the applicable locations ("Sites"), agreed upon by the Parties ("Integration 1 MOTOROLA CONFIDENTIAL
Services"), or (b) break/fix maintenance, technical support, or other Services (such as software integration Services) ("Maintenance and Support Services"), each as further described in the applicable statement of work. Maintenance and Support Services and Integration Services will each be considered "Services", as defined above.
2.2.3. Service Ordering Documents. The Fees for Services will be set forth in an Ordering Document and any applicable project schedules. A Customer point of contact will be set forth in the applicable statement of work for the Services. For purposes of clarity, each statement of work will be incorporated into, and form an integral part of, the Agreement.
2.2.4. Service Completion. Unless otherwise specified in the applicable Ordering Document, Services described in an Ordering Document will be deemed complete upon Motorola's performance of all Services listed in such Ordering Document ("Service Completion Date"); provided, however, that Maintenance and Support Services may be offered on an ongoing basis during a given Ordering Document term, in which case such Maintenance and Support Services will conclude upon the expiration or termination of such Ordering Document.
2.3. Non-Preclusion. If, in connection with the Products and Services provided under this Agreement, Motorola makes recommendations, including a recommendation to purchase other products or services, nothing in this Agreement precludes Motorola from participating in a future competitive bidding process or otherwise offering or selling the recommended products or other services to Customer. Customer represents that this paragraph does not violate its procurement standards or other laws, regulations, or policies.
2.4. Customer Obligations. Customer will ensure that information Customer provides to Motorola in connection with receipt of Products and Services are accurate and complete in all material respects. Customer will make timely decisions and obtain any required management approvals that are reasonably necessary for Motorola to provide the Products and Services and perform its other duties under this Agreement. Unless the applicable Ordering Document states otherwise, Motorola may rely upon and is not required to evaluate, confirm, reject, modify, or provide advice concerning any assumptions or Customer information, decisions, or approvals described in this Section. If any assumptions in the Ordering Documents or information provided by Customer prove to be incorrect, or if Customer fails to perform any of its obligations under this Agreement, Motorola's ability to perform its obligations may be impacted and changes to the Agreement, including the scope, Fees, and performance schedule may be required.
2.5. Documentation. Products and Services may be delivered with documentation for the Equipment, software Products, or data that specifies technical and performance features, capabilities, users, or operation, including training manuals, and other deliverables, such as reports, specifications, designs, plans, drawings, analytics, or other information (collectively, "Documentation"). Documentation is and will be owned by Motorola, unless otherwise expressly agreed in an Addendum or Ordering Document that certain Documentation will be owned by Customer. Motorola hereby grants Customer a limited, royalty-free, worldwide, non-exclusive license to use the Documentation solely for its internal business purposes in connection with the Products and Services.
2.6. Motorola Tools and Equipment. As part of delivering the Products and Services, Motorola may provide certain tools, equipment, models, and other materials of its own. Such tools and equipment will remain the sole property of Motorola unless they are to be purchased by Customer as Products and are explicitly listed on an Ordering Document. The tools and 2 MOTOROLA CONFIDENTIAL
equipment may be held by Customer for Motorola's use without charge and may be removed from Customer's premises by Motorola at any time without restriction. Customer will safeguard all tools and equipment while in Customer's custody or control, and be liable for any loss or damage. Upon the expiration or earlier termination of this Agreement, Customer, at its expense, will return to Motorola all tools and equipment in its possession or control.
2. 7. Authorized Users. Customer will ensure its employees and Authorized Users comply with the terms of this Agreement and will be liable for all acts and omissions of its employees and Authorized Users. Customer is responsible for the secure management of Authorized Users' names, passwords and login credentials for access to Products and Services. "Authorized Users" are Customer's employees, full-time contractors engaged for the purpose of supporting the Products and Services that are not competitors of Motorola, and the entities (if any) specified in an Ordering Document or otherwise approved by Motorola in writing (email from an authorized Motorola signatory accepted), which may include affiliates or other Customer agencies.
2.8. Export Control. Customer, its employees, and any other Authorized Users will not access or use the Products and Services in any jurisdiction in which the provision of such Products and Services is prohibited under applicable laws or regulations (a "Prohibited Jurisdiction"), and Customer will not provide access to the Products and Services to any government, entity, or individual located in a Prohibited Jurisdiction. Customer represents and warrants that (a) it and its Authorized Users are not named on any U.S. government list of persons prohibited from receiving U.S. exports, or transacting with any U.S. person; (b) it and its Authorized Users are not a national of, or a company registered in, any Prohibited Jurisdiction; (c) Customer will not permit its Authorized Users to access or use the Products or Services in violation of any U.S. or other applicable export embargoes, prohibitions or restrictions; and (d) Customer and its Authorized Users will comply with all applicable laws regarding the transmission of technical data exported from the U.S. and the country in which Customer, its employees, and the Authorized Users are located.
2.9. Change Orders. Unless a different change control process is agreed upon in writing by the Parties, a Party may request changes to an Addendum or an Ordering Document by submitting a change order to the other Party (each, a "Change Order"). If a requested change in a Change Order causes an increase or decrease in the Products or Services, the Parties by means of the Change Order will make appropriate adjustments to the Fees, project schedule, or other matters. Change Orders are effective and binding on the Parties only upon execution of the Change Order by an authorized representative of both Parties.
3. Term and Termination.
3.1. Term. The term of this MCA ("Term") will commence on the Effective Date and continue until six (6) months after the later of (a) the termination, expiration, or discontinuance of services under the last Ordering Document in effect, or (b) the expiration of all applicable warranty periods, unless the MCA is earlier terminated as set forth herein. The applicable Addendum or Ordering Document will set forth the term for the Products and Services governed thereby.
3.2. Termination. Either Party may terminate the Agreement or the applicable Addendum or Ordering Document if the other Party breaches a material obligation under the Agreement and does not cure such breach within thirty (30) days after receipt of notice of the breach or fails to produce a cure plan within such period of time. Each Addendum and Ordering Document may be separately terminable as set forth therein.
3 MOTOROLA CONFIDENTIAL
3.3. Suspension of Services. Motorola may terminate or suspend any Products or Services under an Ordering Document if Motorola determines: (a) the related Product license has expired or has terminated for any reason; (b) the applicable Product is being used on a hardware platform, operating system, or version not approved by Motorola; (c) Customer fails to make any payments when due; or (d) Customer fails to comply with any of its other obligations or otherwise delays Motorola's ability to perform.
3.4. Effect of Termination or Expiration. Upon termination for any reason or expiration of this Agreement, an Addendum, or an Ordering Document, Customer and the Authorized Users will return or destroy (at Motorola's option) all Motorola Materials and Motorola's Confidential Information in their possession or control and, as applicable, provide proof of such destruction, except that Equipment purchased by Customer should not be returned. If Customer has any outstanding payment obligations under this Agreement, Motorola may accelerate and declare all such obligations of Customer immediately due and payable by Customer. Notwithstanding the reason for termination or expiration, Customer must pay Motorola for Products and Services already delivered. Customer has a duty to mitigate any damages under this Agreement, including in the event of default by Motorola and Customer's termination of this Agreement.
4. Payment and Invoicing.
4.1. Fees. Fees and charges applicable to the Products and Services (the "Fees") will be as set forth in the applicable Addendum or Ordering Document, and such Fees may be changed by Motorola at any time, except that Motorola will not change the Fees for Products and Services purchased by Customer during the term of an active Ordering Document or during a Subscription Term (as defined and further described in the applicable Addendum). Changes in the scope of Services described in an Ordering Document may require an adjustment to the Fees due under such Ordering Document. If a specific invoicing or payment schedule is set forth in the applicable Addendum or Ordering Document, such schedule will apply solely with respect to such Addendum or Ordering Document. Unless otherwise specified in the applicable Ordering Document, the Fees for any Services exclude expenses associated with unusual and costly Site access requirements (e.g., if Site access requires a helicopter or other equipment), and Customer will reimburse Motorola for these or other expenses incurred by Motorola in connection with the Services.
4.2. ~- The Fees do not include any excise, sales, lease, use, property, or other taxes, assessments, duties, or regulatory charges or contribution requirements (collectively, "Taxes"), all of which will be paid by Customer, except as exempt by law, unless otherwise specified in an Ordering Document. If Motorola is required to pay any Taxes, Customer will reimburse Motorola for such Taxes (including any interest and penalties) within thirty (30) days after Customer's receipt of an invoice therefore. Customer will be solely responsible for reporting the Products for personal property tax purposes, and Motorola will be solely responsible for reporting taxes on its income and net worth.
4.3. lavojcjng. Motorola will invoice Customer at the frequency set forth in the applicable Addendum or Ordering Document, and Customer will pay all invoices within thirty (30) days of the invoice date or as otherwise specified in the applicable Addendum or Ordering Document.
Late payments will be subject to interest charges at the maximum rate permitted by law, commencing upon the due date. Motorola may invoice electronically via email, and Customer agrees to receive invoices via email at the email address set forth in an Ordering Document.
Customer acknowledges and agrees that a purchase order or other notice to proceed is not required for payment for Products or Services.
5. Sites; Customer-Provided Equipment; Non-Motorola Content. 4 MOTOROLA CONFIDENTIAL
5.1. Access to Sites. Customer will be responsible for providing all necessary permits, licenses, and other approvals necessary for the installation and use of the Products and the performance of the Services at each applicable Site, including for Motorola to perform its obligations hereunder, and for facilitating Motorola's access to the Sites. No waivers of liability will be imposed on Motorola or its subcontractors by Customer or others at Customer facilities or other Sites, but if and to the extent any such waivers are imposed, the Parties agree such waivers are void.
5.2. Site Condjtjons. Customer will ensure that (a) all Sites are safe and secure, (b) Site conditions meet all applicable industry and legal standards (including standards promulgated by OSHA or other governmental or regulatory bodies), (c) to the extent applicable, Sites have adequate physical space, air conditioning, and other environmental conditions, electrical power outlets, distribution, equipment, connections, and telephone or other communication lines (including modem access and interfacing networking capabilities), and (d) Sites are suitable for the installation, use, and maintenance of the Products and Services. This Agreement is predicated upon normal soil conditions as defined by the version of E. I.A. standard RS-222 in effect on the Effective Date.
5.3. Site Issues. Motorola will have the right at any time to inspect the Sites and advise Customer of any deficiencies or non-conformities with the requirements of this Section 5 - Sites; Customer-Provided Equipment; Non-Motorola Content. If Motorola or Customer identifies any deficiencies or non-conformities, Customer will promptly remediate such issues or the Parties will select a replacement Site. If a Party determines that a Site identified in an Ordering Document is not acceptable or desired, the Parties will cooperate to investigate the conditions and select a replacement Site or otherwise adjust the installation plans and specifications as necessary. A change in Site or adjustment to the installation plans and specifications may cause a change in the Fees or performance schedule under the applicable Ordering Document.
5.4. Customer-Provided Equipment. Certain components, including equipment and software, not provided by Motorola may be required for use of the Products and Services ("Customer-Provided Equipment"). Customer will be responsible, at its sole cost and expense, for providing and maintaining the Customer-Provided Equipment in good working order.
Customer represents and warrants that it has all rights in Customer-Provided Equipment to permit Motorola to access and use the applicable Customer-Provided Equipment to provide the Products and Services under this Agreement, and such access and use will not violate any laws or infringe any third-party rights (including intellectual property rights). Customer (and not Motorola) will be fully liable for Customer-Provided Equipment, and Customer will immediately notify Motorola of any Customer-Provided Equipment damage, loss, change, or theft that may impact Motorola's ability to provide the Products and Services under this Agreement, and Customer acknowledges that any such events may cause a change in the Fees or performance schedule under the applicable Ordering Document.
5.5. Non-Motorola Content. In certain instances, Customer may be permitted to access, use, or integrate Customer or third-party software, services, content, and data that is not provided by Motorola (collectively, "Non-Motorola Content") with or through the Products and Services. If Customer accesses, uses, or integrates any Non-Motorola Content with the Products or Services, Customer will first obtain all necessary rights and licenses to permit Customer's and its Authorized Users' use of the Non-Motorola Content in connection with the Products and Services. Customer will also obtain the necessary rights for Motorola to use such Non-Motorola Content in connection with providing the Products and Services, including the right for Motorola to access, store, and process such Non-Motorola Content (e.g., in connection with Subscription 5 MOTOROLA CONFIDENTIAL
Software), and to otherwise enable interoperation with the Products and Services. Customer represents and warrants that it will obtain the foregoing rights and licenses prior to accessing, using, or integrating the applicable Non-Motorola Content with the Products and Services, and that Customer and its Authorized Users will comply with any terms and conditions applicable to such Non-Motorola Content. If any Non-Motorola Content require access to Customer Data (as defined below), Customer hereby authorizes Motorola to allow the provider of such Non-Motorola Content to access Customer Data, in connection with the interoperation of such Non-Motorola Content with the Products and Services. Customer acknowledges and agrees that Motorola is not responsible for, and makes no representations or warranties with respect to, the Non-Motorola Content (including any disclosure, modification, or deletion of Customer Data resulting from use of Non-Motorola Content or failure to properly interoperate with the Products and Services). If Customer receives notice that any Non-Motorola Content must be removed, modified, or disabled within the Products or Services, Customer will promptly do so. Motorola will have the right to disable or remove Non-Motorola Content if Motorola believes a violation of law, third-party rights, or Motorola's policies is likely to occur, or if such Non-Motorola Content poses or may pose a security or other risk or adverse impact to the Products or Services, Motorola, Motorola's systems, or any third party (including other Motorola customers). Nothing in this Section will limit the exclusions set forth in Section 7.2 - Intellectual Property Infringement.
6. Representations and Warranties.
6.1. Mutual Representations and Warranties. Each Party represents and warrants to the other Party that (a) it has the right to enter into the Agreement and perform its obligations hereunder, and (b) the Agreement will be binding on such Party.
6.2. Motorola Warranties. Subject to the disclaimers and exclusions below, Motorola represents and warrants that (a) Services will be provided in a good and workmanlike manner and will conform in all material respects to the descriptions in the applicable Ordering Document; and (b) for a period of ninety (90) days commencing upon the Service Completion Date for one-time Services, the Services will be free of material defects in materials and workmanship. Other than as set forth in subsection (a) above, recurring Services are not warranted but rather will be subject to the requirements of the applicable Addendum or Ordering Document. Motorola provides other express warranties for Motorola-manufactured Equipment, Motorola-owned software Products, and certain Services. Such express warranties are included in the applicable Addendum or Ordering Document. Such representations and warranties will apply only to the applicable Product or Service that is the subject of such Addendum or Ordering Document.
6.3. Warranty Claims: Remedies. To assert a warranty claim, Customer must notify Motorola in writing of the claim prior to the expiration of any warranty period set forth in this MCA or the applicable Addendum or Ordering Document. Unless a different remedy is otherwise expressly set forth for a particular warranty under an Addendum, upon receipt of such claim, Motorola will investigate the claim and use commercially reasonable efforts to repair or replace any confirmed materially non-conforming Product or re-perform any non-conforming Service, at its option. Such remedies are Customer's sole and exclusive remedies for Motorola's breach of a warranty.
Motorola's warranties are extended by Motorola to Customer only, and are not assignable or transferrable.
6.4. Pass-Through Warranties. Notwithstanding any provision of this Agreement to the contrary, Motorola will have no liability for third-party software or hardware provided by Motorola; provided, however, that to the extent offered by third-party providers of software or hardware 6 MOTOROLA CONFIDENTIAL
and to the extent permitted by law, Motorola will pass through express warranties provided by such third parties.
6.5. WARRANTY DISCLAIMER. EXCEPT FOR THE EXPRESS AND PASS THROUGH
WARRANTIES IN THIS AGREEMENT, PRODUCTS AND SERVICES PURCHASED HEREUNDER ARE PROVIDED "AS IS" AND WITH ALL FAULTS. WARRANTIES SET FORTH
IN THE AGREEMENT ARE THE COMPLETE WARRANTIES FOR THE PRODUCTS AND
SERVICES AND MOTOROLA DISCLAIMS ALL OTHER WARRANTIES OR CONDITIONS,
EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY. MOTOROLA DOES NOT
REPRESENT OR WARRANT THAT USE OF THE PRODUCTS AND SERVICES WILL BE
UNINTERRUPTED, ERROR-FREE, OR FREE OF SECURITY VULNERABILITIES, OR THAT THEY WILL MEET CUSTOMER'S PARTICULAR REQUIREMENTS.
7. Indemnification.
7.1. General Indemnity. Motorola will defend, indemnify, and hold Customer harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual third-party claim, demand, action, or proceeding ("Claim") for personal injury, death, or direct damage to tangible property to the extent caused by Motorola's negligence, gross negligence or willful misconduct while performing its duties under an Ordering Document or an Addendum, except to the extent the claim arises from Customer's negligence or willful misconduct. Motorola's duties under this Section 7 .1 - General Indemnity are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Claim.
7.2. lateUectual Property lafciagement. Motorola will defend Customer against any third-party claim alleging that a Motorola-developed or manufactured Product or Service (the "Infringing Product") directly infringes a United States patent or copyright ("Infringement Claim"), and Motorola will pay all damages finally awarded against Customer by a court of competent jurisdiction for an Infringement Claim, or agreed to in writing by Motorola in settlement of an Infringement Claim. Motorola's duties under this Section 7.2 - Intellectual Property Infringement are conditioned upon: (a) Customer promptly notifying Motorola in writing of the Infringement Claim; (b) Motorola having sole control of the defense of the suit and all negotiations for its settlement or compromise; and (c) Customer cooperating with Motorola and, if requested by Motorola, providing reasonable assistance in the defense of the Infringement Claim.
7.2.1. If an Infringement Claim occurs, or in Motorola's opinion is likely to occur, Motorola may at its option and expense: (a) procure for Customer the right to continue using the Infringing Product; (b) replace or modify the Infringing Product so that it becomes non-infringing; or (c) grant Customer (i) a pro-rated refund of any amounts pre-paid for the Infringing Product (if the Infringing Product is a software Product, i.e., Licensed Software or Subscription Software) or (ii) a credit for the Infringing Product, less a reasonable charge for depreciation (if the Infringing Product is Equipment, including Equipment with embedded software).
7.2.2. In addition to the other damages disclaimed under this Agreement, Motorola will have no duty to defend or indemnify Customer for any Infringement Claim that arises from or is based upon: (a) Customer Data, Customer-Provided Equipment, Non-Motorola Content, or third-party equipment, hardware, software, data, or 7 MOTOROLA CONFIDENTIAL
other third-party materials; (b) the combination of the Product or Service with any products or materials not provided by Motorola; (c) a Product or Service designed, modified, or manufactured in accordance with Customer's designs, specifications, guidelines or instructions; (d) a modification of the Product or Service by a party other than Motorola; (e) use of the Product or Service in a manner for which the Product or Service was not designed or that is inconsistent with the terms of this Agreement; or (f) the failure by Customer to use or install an update to the Product or Service that is intended to correct the claimed infringement. In no event will Motorola's liability resulting from an Infringement Claim extend in any way to any payments due on a royalty basis, other than a reasonable royalty based upon revenue derived by Motorola from Customer from sales or license of the Infringing Product.
7.2.3. This Section 7.2 - Intellectual Property Infringement provides Customer's sole and exclusive remedies and Motorola's entire liability in the event of an Infringement Claim. For clarity, the rights and remedies provided in this Section are subject to, and limited by, the restrictions set forth in Section 8 - Limitation of Liability below.
7.3. Customer Indemnity. Customer will defend, indemnify, and hold Motorola and its subcontractors, subsidiaries and other affiliates harmless from and against any and all damages, losses, liabilities, and expenses (including reasonable fees and expenses of attorneys) arising from any actual or threatened third-party claim, demand, action, or proceeding arising from or related to (a) Customer-Provided Equipment, Customer Data, or Non-Motorola Content, including any claim, demand, action, or proceeding alleging that any such equipment, data, or materials (or the integration or use thereof with the Products and Services) infringes or misappropriates a third-party intellectual property or other right, violates applicable law, or breaches the Agreement; (b) Customer-Provided Equipment's failure to meet the minimum requirements set forth in the applicable Documentation or match the applicable specifications provided to Motorola by Customer in connection with the Products or Services; (c) Customer's (or its service providers, agents, employees, or Authorized User's) negligence or willful misconduct; and (d) Customer's or its Authorized User's breach of this Agreement. This indemnity will not apply to the extent any such claim is caused by Motorola's use of Customer-Provided Equipment, Customer Data, or Non-Motorola Content in violation of the Agreement. Motorola will give Customer prompt, written notice of any claim subject to the foregoing indemnity. Motorola will, at its own expense, cooperate with Customer in its defense or settlement of the claim.
8. Limitation of Liability.
8.1. DISCLAIMER OF CONSEQUENTIAL DAMAGES. EXCEPT FOR PERSONAL INJURY
OR DEATH, MOTOROLA, ITS AFFILIATES, AND ITS AND THEIR RESPECTIVE OFFICERS,
DIRECTORS, EMPLOYEES, SUBCONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE "MOTOROLA PARTIES") WILL NOT BE LIABLE IN CONNECTION
WITH THIS AGREEMENT (WHETHER UNDER MOTOROLA'S INDEMNITY OBLIGATIONS, A
CAUSE OF ACTION FOR BREACH OF CONTRACT, UNDER TORT THEORY, OR
OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR
CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOST PROFITS OR REVENUES, EVEN
IF MOTOROLA HAS BEEN ADVISED BY CUSTOMER OR ANY THIRD PARTY OF THE
POSSIBILITY OF SUCH DAMAGES OR LOSSES AND WHETHER OR NOT SUCH DAMAGES OR LOSSES ARE FORESEEABLE.
8 MOTOROLA CONFIDENTIAL
8.2. DIRECT DAMAGES. EXCEPT FOR PERSONAL INJURY OR DEATH, THE TOTAL
AGGREGATE LIABILITY OF THE MOTOROLA PARTIES, WHETHER BASED ON A CLAIM IN
CONTRACT OR IN TORT, LAW OR EQUITY, RELATING TO OR ARISING OUT OF THE
AGREEMENT WILL NOT EXCEED THE FEES SET FORTH IN THE ORDERING DOCUMENT UNDER WHICH THE CLAIM AROSE. NOTWITHSTANDING THE FOREGOING, FOR ANY
SUBSCRIPTION SOFTWARE OR FOR ANY RECURRING SERVICES, THE MOTOROLA
PARTIES' TOTAL LIABILITY FOR ALL CLAIMS RELATED TO SUCH PRODUCT OR
RECURRING SERVICES IN THE AGGREGATE WILL NOT EXCEED THE TOTAL FEES PAID
FOR SUCH SUBSCRIPTION SOFTWARE OR RECURRING SERVICE, AS APPLICABLE, DURING THE CONSECUTIVE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT FROM WHICH THE FIRST CLAIM AROSE.
8.3. ADDITIONAL EXCLUSIONS. NOTWITHSTANDING ANY OTHER PROVISION OF
THIS AGREEMENT, MOTOROLA WILL HAVE NO LIABILITY FOR DAMAGES ARISING OUT
OF (A) CUSTOMER DATA, INCLUDING ITS TRANSMISSION TO MOTOROLA, OR ANY OTHER DATA AVAILABLE THROUGH THE PRODUCTS OR SERVICES; (8)
CUSTOMER-PROVIDED EQUIPMENT, NON-MOTOROLA CONTENT, THE SITES, OR
THIRD-PARTY EQUIPMENT, HARDWARE, SOFTWARE, DATA, OR OTHER THIRD-PARTY
MATERIALS, OR THE COMBINATION OF PRODUCTS AND SERVICES WITH ANY OF THE FOREGOING; (C) LOSS OF DATA OR HACKING; (D) MODIFICATION OF PRODUCTS OR SERVICES BY ANY PERSON OTHER THAN MOTOROLA; (E) RECOMMENDATIONS PROVIDED IN CONNECTION WITH OR BY THE PRODUCTS AND SERVICES; (F) DATA RECOVERY SERVICES OR DATABASE MODIFICATIONS; OR (G) CUSTOMER'S OR ANY
AUTHORIZED USER'S BREACH OF THIS AGREEMENT OR MISUSE OF THE PRODUCTS AND SERVICES.
8.4. Voluntary Remedjes. Motorola is not obligated to remedy, repair, replace, or refund the purchase price for the disclaimed issues in Section 8.3 - Additional Exclusions above, but if Motorola agrees to provide Services to help resolve such issues, Customer will reimburse Motorola for its reasonable time and expenses, including by paying Motorola any Fees set forth in an Ordering Document for such Services, if applicable.
8.5. Statute of Limitations. Customer may not bring any claims against a Motorola Party in connection with this Agreement or the Products and Services more than one (1) year after the date of accrual of the cause of action.
9. Confidentiality.
9.1. Confidential Information. "Confidential Information" means any and all non-public information provided by one Party ("Discloser'') to the other ("Recipient") that is disclosed under this Agreement in oral, written, graphic, machine recognizable, or sample form, being clearly designated, labeled or marked as confidential or its equivalent or that a reasonable businessperson would consider non-public and confidential by its nature. With respect to Motorola, Confidential Information will also include Products and Services, and Documentation, as well as any other information relating to the Products and Services. The nature and existence of this Agreement are considered Confidential Information of the Parties. In order to be considered Confidential Information, information that is disclosed orally must be identified as confidential at the time of disclosure and confirmed by Discloser by submitting a written document to Recipient within thirty (30) days after such disclosure. The written document must contain a summary of the Confidential Information disclosed with enough specificity for identification purpose and must be labeled or marked as confidential or its equivalent. 9 MOTOROLA CONFIDENTIAL
9.2. Obligations of Confidentiality. During the Term and for a period of three (3) years from the expiration or termination of this Agreement, Recipient will (a) not disclose Confidential Information to any third party, except as expressly permitted in this Section 9 - Confidentiality; (b) restrict disclosure of Confidential Information to only those employees (including, employees of any wholly owned subsidiary, a parent company, any other wholly owned subsidiaries of the same parent company), agents or consultants who must access the Confidential Information for the purpose of, and who are bound by confidentiality terms substantially similar to those in, this Agreement; (c) not copy, reproduce, reverse engineer, de-compile or disassemble any Confidential Information; (d) use the same degree of care as for its own information of like importance, but at least use reasonable care, in safeguarding against disclosure of Confidential Information; (e) promptly notify Discloser upon discovery of any unauthorized use or disclosure of the Confidential Information and take reasonable steps to regain possession of the Confidential Information and prevent further unauthorized actions or other breach of this Agreement; and (f) only use the Confidential Information as needed to fulfill its obligations and secure its rights under this Agreement.
9.3. Exceptions. Recipient is not obligated to maintain as confidential any information that Recipient can demonstrate by documentation (a) is publicly available at the time of disclosure or becomes available to the public without breach of this Agreement; (b) is lawfully obtained from a third party without a duty of confidentiality to Discloser; (c) is otherwise lawfully known to Recipient prior to such disclosure without a duty of confidentiality to Discloser; or (d) is independently developed by Recipient without the use of, or reference to, any of Discloser's Confidential Information or any breach of this Agreement. Additionally, Recipient may disclose Confidential Information to the extent required by law, including a judicial or legislative order or proceeding.
9.4. Ownership of Confjdentjal laformatjon. All Confidential Information is and will remain the property of Discloser and will not be copied or reproduced without the express written permission of Discloser (including as permitted herein). Within ten (10) days of receipt of Discloser's written request, Recipient will return or destroy all Confidential Information to Discloser along with all copies and portions thereof, or certify in writing that all such Confidential Information has been destroyed. However, Recipient may retain (a) one (1) archival copy of the Confidential Information for use only in case of a dispute concerning this Agreement and (b) Confidential Information that has been automatically stored in accordance with Recipient's standard backup or recordkeeping procedures, provided, however that Recipient will remain subject to the obligations of this Agreement with respect to any Confidential Information retained subject to clauses (a) or (b). No license, express or implied, in the Confidential Information is granted to the Recipient other than to use the Confidential Information in the manner and to the extent authorized by this Agreement. Discloser represents and warrants that it is authorized to disclose any Confidential Information it discloses pursuant to this Agreement.
10. Proprietary Rights; Data; Feedback.
10.1. Data Definitions. The following terms will have the stated meanings: "Customer Contact Data" means data Motorola collects from Customer, its Authorized Users, and their end users for business contact purposes, including marketing, advertising, licensing and sales purposes; "Service Use Data" means data generated by Customer's use of the Products and Services or by Motorola's support of the Products and Services, including personal information, location, monitoring and recording activity, product performance and error information, activity logs and date and time of use; "Customer Data" means data, information, and content, including images, text, videos, documents, audio, telemetry and structured data base records, provided by, through, or on behalf of Customer, its Authorized Users, and their end users through the use of 10 MOTOROLA CONFIDENTIAL
the Products and Services. Customer Data does not include Customer Contact Data, Service Use Data, or information from publicly available sources or other Third-Party Data or Motorola Data; "Third-Party Data" means information obtained by Motorola from publicly available sources or its third party content providers and made available to Customer through the Products or Services; "Motorola Data" means data owned or licensed by Motorola; "Feedback" means comments or information, in oral or written form, given to Motorola by Customer or Authorized Users, including their end users, in connection with or relating to the Products or Services; and "Process" or "Processing" means any operation or set of operations which is performed on personal information or on sets of personal information, whether or not by automated means, such as collection, recording, copying, analyzing, caching, organization, structuring, storage, adaptation, or alteration, retrieval, consultation, use, disclosure by transmission, dissemination or otherwise making available, alignment or combination, restriction, erasure or destruction.
10.2. Motorola Materials. Customer acknowledges that Motorola may use or provide Customer with access to software, tools, data, and other materials, including designs, utilities, models, methodologies, systems, and specifications, which Motorola has developed or licensed from third parties (including any corrections, bug fixes, enhancements, updates, modifications, adaptations, translations, de-compilations, disassemblies, or derivative works of the foregoing, whether made by Motorola or another party) (collectively, "Motorola Materials"). The Products and Services, Motorola Data, Third-Party Data, and Documentation, are considered Motorola Materials. Except when Motorola has expressly transferred title or other interest to Customer by way of an Addendum or Ordering Document, the Motorola Materials are the property of Motorola or its licensors, and Motorola or its licensors retain all right, title and interest in and to the Motorola Materials (including, all rights in patents, copyrights, trademarks, trade names, trade secrets, know-how, other intellectual property and proprietary rights, and all associated goodwill and moral rights). For clarity, this Agreement does not grant to Customer any shared development rights in or to any Motorola Materials or other intellectual property, and Customer agrees to execute any documents and take any other actions reasonably requested by Motorola to effectuate the foregoing. Motorola and its licensors reserve all rights not expressly granted to Customer, and no rights, other than those expressly granted herein, are granted to Customer by implication, estoppel or otherwise. Customer will not modify, disassemble, reverse engineer, derive source code or create derivative works from, merge with other software, distribute, sublicense, sell, or export the Products and Services or other Motorola Materials, or permit any third party to do so.
10.3. Ownership of Customer Data. Customer retains all right, title and interest, including intellectual property rights, if any, in and to Customer Data. Motorola acquires no rights to Customer Data except those rights granted under this Agreement including the right to Process and use the Customer Data as set forth in Section 10.4 - Processing Customer Data below and in other applicable Addenda. The Parties agree that with regard to the Processing of personal information which may be part of Customer Data, Customer is the controller and Motorola is the processor, and may engage sub-processors pursuant to Section 10.4.3 - Sub-processors.
10.4. Processing Customer Data.
10.4.1. Motorola Use of Customer Data. To the extent permitted by law, Customer grants Motorola and its subcontractors a right to use Customer Data and a royalty-free, worldwide, non-exclusive license to use Customer Data (including to process, host, cache, store, reproduce, copy, modify, combine, analyze, create derivative works from such Customer Data and to communicate, transmit, and distribute 11 MOTOROLA CONFIDENTIAL
such Customer Data to third parties engaged by Motorola) to (a) perform Services and provide Products under the Agreement, (b) analyze the Customer Data to operate, maintain, manage, and improve Motorola Products and Services, and (c) create new products and services. Customer agrees that this Agreement, along with the Documentation, are Customer's complete and final documented instructions to Motorola for the processing of Customer Data. Any additional or alternate instructions must be agreed to according to the Change Order process. Customer represents and warrants to Motorola that Customer's instructions, including appointment of Motorola as a processor or sub-processor, have been authorized by the relevant controller.
10.4.2. CoUectjon Creatjon Use of Customer Pata. Customer further represents and warrants that the Customer Data, Customer's collection, creation, and use of the Customer Data (including in connection with Motorola's Products and Services), and Motorola's use of such Customer Data in accordance with the Agreement, will not violate any laws or applicable privacy notices or infringe any third-party rights (including intellectual property and privacy rights). Customer also represents and warrants that the Customer Data will be accurate and complete, and that Customer has obtained all required consents, provided all necessary notices, and met any other applicable legal requirements with respect to collection and use (including Motorola's and its subcontractors' use) of the Customer Data as described in the Agreement.
10.4.3. Sub-processors. Customer agrees that Motorola may engage sub-processors who in turn may engage additional sub-processors to Process personal data in accordance with this Agreement. When engaging sub-processors, Motorola will enter into agreements with the sub-processors to bind them to data processing obligations to the extent required by law.
10.5. Data Retention and Deletion. Except for anonymized Customer Data, as described above, or as otherwise provided under the Agreement, Motorola will delete all Customer Data following termination or expiration of this MCA or the applicable Addendum or Ordering Document, with such deletion to occur no later than ninety (90) days following the applicable date of termination or expiration, unless otherwise required to comply with applicable law. Any requests for the exportation or download of Customer Data must be made by Customer to Motorola in writing before expiration or termination, subject to Section 13.9 - Notices. Motorola will have no obligation to retain such Customer Data beyond expiration or termination unless the Customer has purchased extended storage from Motorola through a mutually executed Ordering Document.
10.6. Service Use Data. Customer understands and agrees that Motorola may collect and use Service Use Data for its own purposes, including the uses described below. Motorola may use Service Use Data to (a) operate, maintain, manage, and improve existing and create new products and services, (b) test products and services, (c) to aggregate Service Use Data and combine it with that of other users, and (d) to use anonymized or aggregated data for marketing, research or other business purposes. Service Use Data may be disclosed to third parties. It is Customer's responsibility to notify Authorized Users of Motorola's collection and use of Service Use Data and to obtain any required consents, provide all necessary notices, and meet any other applicable legal requirements with respect to such collection and use, and Customer represents and warrants to Motorola that it has complied and will continue to comply with this Section.
12 MOTOROLA CONFIDENTIAL
10. 7. Third-Party Data and Motorola Data. Motorola Data and Third-Party Data may be available to Customer through the Products and Services. Customer and its Authorized Users may use Motorola Data and Third-Party Data as permitted by Motorola and the applicable Third-Party Data provider, as described in the applicable Addendum. Unless expressly permitted in the applicable Addendum, Customer will not, and will ensure its Authorized Users will not: (a) use the Motorola Data or Third-Party Data for any purpose other than Customer's internal business purposes; (b) disclose the data to third parties; (c) "white label" such data or otherwise misrepresent its source or ownership, or resell, distribute, sublicense, or commercially exploit the data in any manner; (d) use such data in violation of applicable laws; (e) remove, obscure, alter, or falsify any marks or proprietary rights notices indicating the source, origin, or ownership of the data; or (f) modify such data or combine it with Customer Data or other data or use the data to build databases. Additional restrictions may be set forth in the applicable Addendum. Any rights granted to Customer or Authorized Users with respect to Motorola Data or Third-Party Data will immediately terminate upon termination or expiration of the applicable Addendum, Ordering Document, or this MCA. Further, Motorola or the applicable Third-Party Data provider may suspend, change, or terminate Customer's or any Authorized User's access to Motorola Data or Third-Party Data if Motorola or such Third-Party Data provider believes Customer's or the Authorized User's use of the data violates the Agreement, applicable law or Motorola's agreement with the applicable Third-Party Data provider. Upon termination of Customer's rights to use any Motorola Data or Third-Party Data, Customer and all Authorized Users will immediately discontinue use of such data, delete all copies of such data, and certify such deletion to Motorola. Notwithstanding any provision of the Agreement to the contrary, Motorola will have no liability for Third-Party Data or Motorola Data available through the Products and Services. Motorola and its Third-Party Data providers reserve all rights in and to Motorola Data and Third-Party Data not expressly granted in an Addendum or Ordering Document.
10.8. Feedback. Any Feedback provided by Customer is entirely voluntary, and will not create any confidentiality obligation for Motorola, even if designated as confidential by Customer.
Motorola may use, reproduce, license, and otherwise distribute and exploit the Feedback without any obligation or payment to Customer or Authorized Users and Customer represents and warrants that it has obtained all necessary rights and consents to grant Motorola the foregoing rights.
10.9. Improvements: Products and Services. The Parties agree that, notwithstanding any provision of this MCA or the Agreement to the contrary, all fixes, modifications and improvements to the Services or Products conceived of or made by or on behalf of Motorola that are based either in whole or in part on the Feedback, Customer Data, or Service Use Data (or otherwise) are the exclusive property of Motorola and all right, title and interest in and to such fixes, modifications or improvements will vest solely in Motorola. Customer agrees to execute any written documents necessary to assign any intellectual property or other rights it may have in such fixes, modifications or improvements to Motorola.
11. Force Majeure; Delays Caused by Customer.
11.1. Force Majeure. Except for Customer's payment obligations hereunder, neither Party will be responsible for nonperformance or delayed performance due to events outside of its reasonable control. If performance will be significantly delayed, the affected Party will provide notice to the other Party, and the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule.
11.2. Delays Caused by Customer. Motorola's performance of the Products and Services will be excused for delays caused by Customer or its Authorized Users or subcontractors, or by 13 MOTOROLA CONFIDENTIAL
failure of any assumptions set forth in this Agreement (including in any Addendum or Ordering Document). In the event of a delay under this Section 11.2 - Delays Caused by Customer, (a) Customer will continue to pay the Fees as required hereunder, (b) the Parties will agree (in writing) upon a reasonable extension to any applicable performance schedule, and (c) Customer will compensate Motorola for its out-of-pocket costs incurred due to the delay (including those incurred by Motorola's affiliates, vendors, and subcontractors).
12. Disputes. The Parties will use the following procedure to resolve any disputes relating to or arising out of this Agreement (each, a "Dispute"):
12.1. Governing Law. All matters relating to or arising out of the Agreement are governed by the laws of the State of Illinois, unless Customer is the United States Government (or an agency thereof), in which case all matters relating to or arising out of the Agreement will be governed by the laws of the State in which the Products and Services are provided. The terms of the U.N.
Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act will not apply.
12.2. Negotiation; Mediation. Either Party may initiate dispute resolution procedures by sending a notice of Dispute ("Notice of Dispute") to the other Party. The Parties will attempt to resolve the Dispute promptly through good faith negotiations, including timely escalation of the Dispute to executives who have authority to settle the Dispute (and who are at a higher level of management than the persons with direct responsibility for the matter). If a Dispute is not resolved through negotiation, either Party may initiate mediation by sending a notice of mediation ("Notice of Mediation") to the other Party. The Parties will choose an independent mediator within thirty (30) days of such Notice of Mediation. Neither Party may unreasonably withhold consent to the selection of a mediator, but if the Parties are unable to agree upon a mediator, either Party may request that the American Arbitration Association nominate a mediator. Each Party will bear its own costs of mediation, but the Parties will share the cost of the mediator equally. Each Party will participate in the mediation in good faith and will be represented at the mediation by a business executive with authority to settle the Dispute. All in person meetings under this Section 12.2 - Negotiation; Mediation will take place in Chicago, Illinois, and all communication relating to the Dispute resolution will be maintained in strict confidence by the Parties. Notwithstanding the foregoing, any Dispute arising from or relating to Motorola's intellectual property rights will not be subject to negotiation or mediation in accordance with this Section, but instead will be decided by a court of competent jurisdiction, in accordance with Section 12.3- Litigation, Venue, Jurisdiction below.
12.3. Litigation, Venue, Jurisdiction. If the Dispute has not been resolved by mediation within sixty (60) days from the Notice of Mediation, either Party may submit the Dispute exclusively to a court in Cook County, Illinois. Each Party expressly consents to the exclusive jurisdiction of such courts for resolution of any Dispute and to enforce the outcome of any mediation.
13. General.
13.1. Compliance with Laws. Each Party will comply with applicable laws in connection with the performance of its obligations under this Agreement, including that Customer will ensure its and its Authorized Users' use of the Products and Services complies with law (including privacy laws), and Customer will obtain any FCC and other licenses or authorizations (including licenses or authorizations required by foreign regulatory bodies) required for its and its Authorized Users' use of the Products and Services. Motorola may, at its discretion, cease providing or otherwise modify Products and Services (or any terms related thereto in an Addendum or Ordering Document), in order to comply with any changes in applicable law. 14 MOTOROLA CONFIDENTIAL
13.2. Audit: Monitoring. Motorola will have the right to monitor and audit use of the Products, which may also include access by Motorola to Customer Data and Service Use Data. Customer will provide notice of such monitoring to its Authorized Users and obtain any required consents, including individual end users, and will cooperate with Motorola in any monitoring or audit.
Customer will maintain during the Term, and for two (2) years thereafter, accurate records relating to any software licenses granted under this Agreement to verify compliance with this Agreement. Motorola or a third party ("Auditor'') may inspect Customer's and, as applicable, Authorized Users' premises, books, and records. Motorola will pay expenses and costs of the Auditor, unless Customer is found to be in violation of the terms of the Agreement, in which case Customer will be responsible for such expenses and costs.
13.3. Assjgnment and Subcontractjng. Neither Party may assign or otherwise transfer this Agreement without the prior written approval of the other Party. Motorola may assign or otherwise transfer this Agreement or any of its rights or obligations under this Agreement without consent (a) for financing purposes, (b) in connection with a merger, acquisition or sale of all or substantially all of its assets, (c) as part of a corporate reorganization, or (d) to a subsidiary corporation. Subject to the foregoing, this Agreement will be binding upon the Parties and their respective successors and assigns.
13.4. Waiver. A delay or omission by either Party to exercise any right under this Agreement will not be construed to be a waiver of such right. A waiver by either Party of any of the obligations to be performed by the other, or any breach thereof, will not be construed to be a waiver of any succeeding breach or of any other obligation. All waivers must be in writing and signed by the Party waiving its rights.
13.5. Severability. If any provision of the Agreement is found by a court of competent jurisdiction to be invalid, illegal, or otherwise unenforceable, such provision will be deemed to be modified to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law. The remaining provisions of this Agreement will not be affected, and each such provision will be valid and enforceable to the full extent permitted by applicable law.
13.6. Independent Contractors. Each Party will perform its duties under this Agreement as an independent contractor. The Parties and their personnel will not be considered to be employees or agents of the other Party. Nothing in this Agreement will be interpreted as granting either Party the right or authority to make commitments of any kind for the other. This Agreement will not constitute, create, or be interpreted as a joint venture, partnership, or formal business organization of any kind.
13.7. Third-Party Beneficiaries. The Agreement is entered into solely between, and may be enforced only by, the Parties. Each Party intends that the Agreement will not benefit, or create any right or cause of action in or on behalf of, any entity other than the Parties. Notwithstanding the foregoing, a licensor or supplier of third-party software included in the software Products will be a direct and intended third-party beneficiary of this Agreement.
13.8. lnterpretatjon. The section headings in this Agreement are included only for convenience The words "including" and "include" will be deemed to be followed by the phrase "without limitation". This Agreement will be fairly interpreted in accordance with its terms and conditions and not for or against either Party.
13.9. Notices. Notices required under this Agreement to be given by one Party to the other must be in writing and either personally delivered or sent to the address provided by the other Party by certified mail, return receipt requested and postage prepaid (or by a recognized courier service, such as FedEx, UPS, or DHL), and will be effective upon receipt. 15 MOTOROLA CONFIDENTIAL
13.10. Cumulative Remedies. Except as specifically stated in this Agreement, all remedies provided for in this Agreement will be cumulative and in addition to, and not in lieu of, any other remedies available to either Party at law, in equity, by contract, or otherwise. Except as specifically stated in this Agreement, the election by a Party of any remedy provided for in this Agreement or otherwise available to such Party will not preclude such Party from pursuing any other remedies available to such Party at law, in equity, by contract, or otherwise.
13.11. Survival. The following provisions will survive the expiration or termination of this Agreement for any reason: Section 2.4 - Customer Obligations; Section 3.4 - Effect of Termination or Expiration; Section 4 - Payment and Invoicing; Section 6.5 - Warranty Disclaimer; Section 7.3 - Customer Indemnity; Section 8 - Limitation of Liability; Section 9 - Confidentiality; Section 10 - Proprietary Rights; Data; Feedback; Section 11 - Force Majeure; Delays Caused by Customer; Section 12 - Disputes; and Section 13 - General.
13.12. Entire Agreement. This Agreement, including all Addenda and Ordering Documents, constitutes the entire agreement of the Parties regarding the subject matter hereto, and supersedes all previous agreements, proposals, and understandings, whether written or oral, relating to this subject matter. This Agreement may be executed in multiple counterparts, and will have the same legal force and effect as if the Parties had executed it as a single document.
The Parties may sign in writing or by electronic signature. An electronic signature, facsimile copy, or computer image of a signature, will be treated, and will have the same effect as an original signature, and will have the same effect, as an original signed copy of this document.
This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. The preprinted terms and conditions found on any Customer purchase order, acknowledgment, or other form will not be considered an amendment or modification or part of this Agreement, even if a representative of each Party signs such document.
The Parties hereby enter into this MCA as of the Effective Date.
Motorola: Motorola Solutions, Inc. Customer: ------
By:-------------- By:--------------
Name: Name: ------------ ------------- Title: ____________ _ Title: ____________ _ Date: Date: ------------- -------------
16 MADERA POLICE DEPT
Dino Lawson
Chief of Police
01/04/2023
Type text here
Regional Sales Manager
1/19/2023
DeDe Summerville
REPORT TO CITY COUNCIL
Approved by: Council Meeting of: August 20, 2025
_________________________________ Agenda Number: ___________ Giachino Chiaramonte, Chief of Police
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
City’s Participation in the Old Timers’ Day Parade
RECOMMENDATION:
Adopt a Resolution Waiving the Fees to Cover the Costs of Police, Public Works, Parks, and Engineering Fees and Services Relating to the Old Timers’ Day Parade in the Amount of $2,956 SUMMARY:
The Madera Downtown Association (MDA) and Sunrise Rotary Club 587 (Rotary) will sponsor the annual Old Timers’ Day Parade on Saturday, September 27, 2025, from 10 am to 12 pm.
Historically, the City Council (Council) has recognized this function as a community event and has covered the costs associated with traffic control and clean‐up.
DISCUSSION:
The MDA and Rotary have formally requested that the City waive all fees associated with Police, Public Works, Parks, and Engineering Department services relating to the parade. Services include:
Monitoring alternative traffic patterns to ensure safety Crowd control
Returning the event area to appropriate standards of cleanliness Obtaining a special event permit
Each Department is equipped with personnel prepared to provide these services at the direction of Council.
The MDA and Rotary will be required to obtain the necessary encroachment permits for the use of City streets as part of the parade route. As is City policy, insurance binders (Special Events ‐ϭϵ
Insurance) to transfer liability and property damage claims from the City to parade sponsors are to be provided.
FINANCIAL IMPACT:
The cost of providing City personnel is projected per the following:
Police Department: traffic and crowd control is estimated at $1,378 to cover overtime for five officers
Public Works: $657
Parks: $820
Engineering: $101
It is noted that these figures represent the utilization of Police personnel brought in on overtime.
The total amount being petitioned for Council relief is $2,956. Additionally, the $101 Engineering fee represents the cost of a special event permit to be waived. It is noted that the City may experience additional expenses, such as entry fees to partake in the parade, but those are not contemplated in the figures noted above.
ALTERNATIVES:
Council may elect to deny the request to waive fees or may request additional information regarding the event.
ATTACHMENTS:
1. Resolution Waiving the Fees to Cover the Costs of Police, Public Works, Parks, and Engineering Fees and Services Relating to the Old Timers’ Day Parade
2. Request Letter Authored by the Madera Downtown Association and Madera Sunrise Rotary Club 587
RESOLUTION NO. 25‐______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA WAIVING
THE FEES TO COVER COSTS OF POLICE, PUBLIC WORKS, PARK, AND
ENGINEERING FEES AND SERVICES RELATING TO THE OLD TIMERS
PARADE FOR MADERA DOWNTOWN ASSOCIATION, MADERA SUNRISE
ROTARY CLUB 587, IN THE AMOUNT OF $2,956.00
WHEREAS, on August 20, 2025, the City Council of the City of Madera considered a request by Madera Downtown Association and Madera Sunrise Rotary Club 587, to waive the fees to cover costs relating to the Old Timers Parade; and WHEREAS, the Madera Downtown Association and Madera Sunrise Rotary Club 587, 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, Public Works, Parks and Engineering fees are $2,956; 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 by fostering community spirit, promoting local businesses, and attracts visitors to the City’s downtown area.
NOW, THEREFORE, THE COUNCIL OF THE CITY OF MADERA hereby resolves, finds, determines and orders as follows:
ϭ͘ The foregoing recitals are true and correct and incorporated herein by reference.
Ϯ͘ The Madera Downtown Association and Madera Sunrise Rotary Club 587 are hereby authorized to conduct the Old Timers Parade on Yosemite Ave on Saturday, September 27th, 202ϱ.
ϯ͘ The City Council extends its full support to the Madera Downtown Association and Madera Sunrise Rotary Club 587 in their efforts to organize and execute the Old Timers Parade.
ϰ͘ City staff and resources necessary for the successful implementation of the parade are authorized and directed to assist the Madera Downtown Association and Madera Sunrise Rotary Club 587 as needed.
ϱ͘ 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.
6. The City Council does hereby waive the City fees requested by Madera Downtown Association and Madera Sunrise Rotary Club 587, in the amount of $2,956 associated with the Old Timers Parade.
7. This resolution is effective immediately upon adoption. ** * * * * **
Madera Old Timers’ Day Parade
120 N. E St.
Madera, CA 93638
559-474-9901
[email protected]
08/05/2025
Honorable Chief Chiaramonte, Mayor, and Councilmembers, The year marks the 94th year of the Old Timers’ Day Parade, which is scheduled to take place on Saturday September 27th, 2025 at 10:00am.
On behalf of the Madera Downtown Association and Madera Sunrise Rotary Club 587, we humbly request waiving the costs associated with Madera Police Department’s services for the Old Timers Day Parade (OTDP), as the City of Madera has graciously done for countless years past.
Since 1931 the OTDP has taken place for countless years in Downtown Madera. The OTDP typically features 50-70 various entries from stagecoach’s, firetrucks, bands, and several youth groups.
Attendance is usually in the neighborhood of 5,000 and concludes with the Booths in the Park Event (located in Courthouse Park) hosted by the Madera Young Professionals. The parade spans from Flume St. down to G St. along Yosemite Ave. and is distinguished as the hallmark of parades in Madera County.
Historically, the parade has been operated without requests for funding. The Madera Downtown Association (which is funded by the business & property owners in Downtown Madera) has covered all operational costs and donates to the non-profit organization who organizes and conducts the parade.
With the increased costs to conduct the parade, the Old Timer’s Day Parade accounts for nearly half of the Madera Downtown Association’s annual budget. This will impact other various initiatives the Madera Downtown Association conducts, such as crow abatement, the Annual Christmas Parade, seasonal lighting, and several other Downtown Madera projects.
We thank you for your consideration in helping continue one of Madera’s longest lasting legacy’s.
Respectfully,
Nick Salinas – OTDP Chairman
Board Member - Madera Downtown Association
REPORT TO CITY COUNCIL
Approved by:
________________________________
Joseph Hebert, Parks & Community Services Director
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Madera County Food Bank Fee Waiver Request for the Senior Brown Bag Program RECOMMENDATION:
Adopt a Resolution waiving the rental fees of the Pan American Community Center starting on August 20, 2025, and ending on December 17, 2025, related to the Senior Brown Bag Program hosted by the Madera County Food Bank, at an anticipated rental fee of $2,287.50 SUMMARY:
The City received a request from the Madera County Food Bank (MCFB)seeking a waiver of rental fees for the use of the Pan American Community Center (PAC) to host the Senior Brown Bag Program. The MCFB is requesting access to the PAC once a month, starting on August 20, 2025, to December 17, 2025, from 9 am to 11 am. The request includes a total of 5 separate days. On the days requested, the use of the PAC would be to conduct a distribution of free brown paper bags of food to people 55 years and older.
DISCUSSION:
The MCFB has submitted a formal request for a fee waiver to use PAC for a series of Senior Brown Paper Bag Program food distribution events. The food distribution events will take place once a month through the end of 2025. In total, 5 separate days are being requested, from August 20, 2025, to December 17, 2025. The food distribution would take place from 9 am to 11 am.
The MCFB has been serving the community of Madera County since 1999. Their service area covers the City of Madera, Chowchilla, Fairmead, and all mountain areas, including Raymond, Coarsegold, Oakhurst, and North Fork. Throughout this time, the MCFB has been a pillar in the community, helping to meet the needs of families and senior citizens.
Council Meeting of: August 20, 2025
Agenda Number: __B-20 _____
The Senior Brown Paper Bag Program food distribution events will be open to any person 55 years or older. The food will be provided free of charge to those who meet the requirements.
The MCFB anticipates serving approximately 150 seniors once a month during the food distribution.
MCFB is committed to adhering to all rules and regulations regarding the use of the facility 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 PAC, 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 $100
Access to PAC Gym x 5 days $1,375
Access to PAC Multipurpose Room x 5 days $625
Access to PAC Picnic Shelter x 5 days $62.50
Special Event Fee $100
Total $2,287.50
The total applicable cost for the rental of PAC sufficient to meet the reserved space needed, with dates and times as requested, would be $2,287.50.
ALTERNATIVES:
The Council may elect to reject the fee waiver and require the MCFB to remit any associated fees if they wish to rent PAC for the Senior Brown Bag Program.
ATTACHMENTS:
1. Resolution Waiving the rental fees of the Pan American Community Center starting on August 20, 2025, and ending on December 17, 2025, related to the Senior Brown Bag Program hosted by the Madera County Food Bank, at an anticipated rental fee of $2,287.50
a. Exhibit A – Schedule of Dates Requested
2. Letter Requesting Fee Waiver
ATTACHMENT 1
Adopt a Resolution waiving the rental fees of the Pan American Community Center starting on August 20, 2025, and ending on December 17, 2025, related to the Senior Brown Bag Program hosted by the Madera County Food Bank, at an anticipated rental fee of $2,287.50 RESOLUTION NO. 25-______
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA,
CALIFORNIA, WAIVING THE RENTAL FEES OF THE PAN AMERICAN COMMUNITY CENTER STARTING ON AUGUST 20, 2025, AND ENDING ON DECEMBER 17, 2025, RELATED TO THE SENIOR BROWN BAG PROGRAM
HOSTED BY THE MADERA COUNTY FOOD BANK, AT AN ANTICIPATED RENTAL FEE OF $2,287.50
WHEREAS, the City has received a request for the waiver of fees for the rental of the Pan American Community Center (PAC); and
WHEREAS, the request is from the Madera County Food Bank (MCFB); and WHEREAS, the MCFB is looking to host the Senior Brown Bag Program; and
WHEREAS, the request is for rental utilization on 5 separate days starting August 20, 2025, to December 17, 2025, from 9 am to 11 am; 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 $2,287.50; and WHEREAS, MCFB 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 Madera County Food Bank’s Senior Brown Bag Program serves a community need to provide our aging population with access to food at no cost.
3. The City Council does hereby waive the City fees for Rental Fees of the Pan American Community Center on the dates and time identified in Exhibit A, subject to confirmation of insurance.
4. This resolution is effective immediately upon adoption. * * * * * *
Exhibit A – Schedule of Dates Requested
1. August 20, 2025
2. September 17, 2025
3. October 22, 2025
4. November 19, 2025
5. December 17, 2025
Access time from 8:30 am to 11 am.
ATTACHMENT 2
Letter Requesting Fee Waiver
REPORT TO CITY COUNCIL
Approved by:
_________________________________
Wendy Silva, Director of Human Resources
_________________________________
Arnoldo Rodriguez, City Manager
SUBJECT:
Central San Joaquin Valley Risk Management Authority (CSJVRMA) updated Joint Powers Agreement
RECOMMENDATION:
Adopt a Resolution approving the CSJVRMA updated Joint Powers Agreement as Amended and Restated effective July 1, 2025
SUMMARY:
The CSJVRMA is a governmental joint powers authority for the purpose of providing selfinsurance, insurance, excess insurance, and other group purchased coverage for its member cities. The City participates in the CSJVRMA for risk pooling and risk management services specific to public entity risk, including general liability, automobile liability, property coverage, and worker’s compensation coverage. The Executive Committee identified review and update of the governing documents as a priority item as many were last reviewed over 20 years ago. The first document reviewed and proposed for edits is the Joint Powers Agreement, which provides the general parameters of the Joint Powers Authority (JPA). The Agreement has been revised to clarify defined terms, provide for the formation or participation in a captive agency, and better provide for current participation based on member experience. To become effective, the revised and restated Agreement must be approved by at least 2/3 of the participating 53 cities via resolution of the individual governing bodies. Staff is recommending approval of the revised and restated Agreement.
DISCUSSION:
The CSJVRMA is a governmental joint powers authority established in 1979 for the purpose of providing self-insurance, insurance, excess insurance, and other group purchased coverage for its member cities. The City of Madera initiated membership in the CSJVRMA in 1983. Since that Council Meeting of: August 20, 2025
Agenda Number: _______ B-21
time, the City has participated in multiple risk sharing programs though CSJVRMA, including property and auto damage programs.
The CSJVRMA reviews, revises, and approves goals for the JPA annually at its Executive Committee retreat. One of the current goals is to review the governing documents to ensure they continue to reflect the CSJVRMA’s practices, legal requirements, and operational needs. At the 2025 retreat, the task for initial review of these documents was delegated to the Administration and Financial Services Subcommittee (Subcommittee). The Subcommittee makes recommendations to the Executive Committee for action. Executive Committee actions may or may not be presented to the Board of Directors depending on the nature of the action; due to the size of the JPA and need for the efficient conduct of business, many actions are delegated to the Executive Committee.
Specific to the Joint Powers Agreement, last updated in 1994, the Subcommittee reviewed the existing document, took into consideration CSJVRMA staff’s recommendations, and made further recommended edits based on member experience while considering the purpose and function of the CSJVRMA. The Subcommittee recommended the following edits. ▪ Definitional terms have been explained more clearly;
▪ Language has been broadened to provide for the creation or participation in a captive agency for investment purposes should the CSJVRMA desire to proceed with such investment options;
▪ Language has been added to satisfy the provisions of Government Code Section §6509.
This code section was enacted to prevent a local public entity from exercising powers inconsistent with its own charter, ordinance, or resolution simply by becoming a member of a JPA. Specific to CSJVRMA, the Agreement now provides that the authority is restricted in the exercise of its powers in the same manner as the City of Ripon is restricted in the exercise of its powers. Should Ripon cease membership in the CSJVRMA, the exercise of powers will be in the same manner as the City of Madera. CSJVRMA legal counsel reviewed the municipal codes for both designated cities and determined there were no restrictions in place that would conflict with the day-to-day operations of the JPA; and ▪ Member city responsibilities have been clarified.
The revised and restated Agreement was approved by the Executive Committee on June 26, 2025. To become effective, the Agreement must be approved by resolution of at least 2/3 of the 53 member city governing bodies. Staff participated in the recommended updates at both the Subcommittee and Executive Committee levels, and is recommending approval of the revised and restated Agreement.
ALTERNATIVES:
Council may direct staff to seek additional changes to the Agreement.
ATTACHMENTS:
1. Resolution
a. Exhibit A: CSJVRMA Join Powers Agreement as Amended and Restated effective July 1, 2025
2. CSJVRMA Join Powers Agreement as Amended and Restated effective July 1, 2025, redline version Attachment 1: Resolution
Resolution No.
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MADERA
APPROVING THE CENTRAL SAN JOAQUIN VALLEY RISK MANAGEMENT
AUTHORITY JOINT POWERS AGREEMENT AS AMENDED AND RESTATED EFFECTIVE JULY 1, 2025
WHEREAS, the Central San Joaquin Valley Risk Management Authority (CSJVRMA) is a California Joint Powers Authority created and operated pursuant to California Government Code §6500 et. seq. for the purpose of pooling funds to provide coverage for indemnification and defense and to purchase excess insurance for certain civil claims involving general liability, workers’ compensation, and property damage; and WHEREAS, the City of Madera is authorized pursuant to California Government Code §990.8 to enter into Joint Powers Agreements for the purposes described above; and
WHEREAS, the City of Madera is a member of the CSJVRMA; and WHEREAS, the Joint Powers Agreement which was created to establish the CSJVRMA allows for amendment of the Joint Powers Agreement upon approval by the City Councils of two-thirds of the members of the CSJVRMA; and WHEREAS, the CSJVRMA desires to amend the Joint Powers Agreement as set forth in the Agreement dated April 1, 1979, and amended January 1, 1985, and July 1, 1994.
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 Central San Joaquin Valley Risk Management Authority Joint Powers Agreement as Amended and Restated effective July 1, 2025, attached hereto as Exhibit A and incorporated herein, is approved.
3. This resolution is effective immediately upon adoption. **************
Exhibit A: CSJVRMA Joint Powers Agreement as Amended and Restated effective July 1, 2025
CENTRAL SAN JOAQUIN VALLEY RISK MANAGEMENT AUTHORITY
JOINT POWERS AGREEMENT
AS AMENDED AND RESTATED
EFFECTIVE JULY 1, 2025
TABLE OF CONTENTS
AMENDED AND RESTATED
JOINT POWERS AGREEMENT
CENTRAL SAN JOAQUIN VALLEY RISK MANAGEMENT AUTHORITY (CSJVRMA) ARTICLE I – DEFINITIONS ................................................................................................................. 2 ARTICLE II – PURPOSES ................................................................................................................... 4 ARTICLE III – CREATION OF JOINT POWERS AUTHORITY ................................................................ 4 ARTICLE IV – PARTIES TO AGREEMENT ........................................................................................... 4 ARTICLE V – MEMBERSHIP .............................................................................................................. 5 ARTICLE VI – TERM OF AGREEMENT ............................................................................................... 5 ARTICLE VII – POWERS OF THE AUTHORITY ................................................................................... 5 ARTICLE VIII – BOARD OF DIRECTORS ............................................................................................. 6 ARTICLE IX – BYLAWS AND REGULATIONS ...................................................................................... 7 ARTICLE X – EXECUTIVE COMMITTEE ............................................................................................. 7 ARTICLE XI – OFFICERS .................................................................................................................... 8 ARTICLE XII – JOINT PROTECTION PROGRAMS ............................................................................... 8 ARTICLE XIII – RESERVE FUNDS ....................................................................................................... 8 ARTICLE XIV – OPERATING FUND .................................................................................................... 9 ARTICLE XV – BUDGET ..................................................................................................................... 9 ARTICLE XVI – FUNDING AND PROCEDURES FOR CALCULATING ANNUAL CONTRIBUTIONS ........ 9 ARTICLE XVII – RESPONSIBILITIES OF AUTHORITY .......................................................................... 9 ARTICLE XVIII – RESPONSIBILITIES OF MEMBER CITIES ................................................................ 10 ARTICLE XIX - WITHDRAWAL ......................................................................................................... 10 ARTICLE XX – INVOLUNTARY TERMINATION ................................................................................ 11 ARTICLE XXI – CONTINUED LIABILITY ............................................................................................ 11 CSJVRMA Amended and Restated Joint Powers Agreement
Table of Contents