Agenda packet — Modesto City Council, June 4, 2024 (part 2 of 11)

Mary E. Grogan Community Park - Phase 2
Item # Item Description Units Quantity Unit Price Extension 107 BBQ Service Table EA 2 $2,500.00 $5,000.00
108 BBQ EA 2 $3,500.00 $7,000.00
109 Trash / Recycle Receptacle EA 4 $2,500.00 $10,000.00 110 4” Concrete Flatwork SF 4,224 $14.00 $59,136.00
Subtotal: $587,941.60
Bid Alternate 3
301 Soil Conditioning & Amendments SF -900 $0.45 ($405.00) 302 Turf Hydroseed SF -900 $0.15 ($135.00)
303 Irrigation System LS -1 $1,845.00 ($1,845.00)
304 4” Concrete Flatwork with Track Surfacing SF 900 $14.00 $12,600.00 Subtotal: $10,215.00
Bid Alternate 4
401 Site Clearing / Demolition LS 1 $500.00 $500.00
402 Site Grading (Rough / Fine) and Earth Moving SF 68 $1.00 $68.00 403 Park Path Light – Perimeter Pathway EA 5 $10,000.00 $50,000.00 404 Conduit, Wire, and Pull Boxes LS 1 $12,233.00 $12,233.00 405 4” Concrete Flatwork SF 68 $14.00 $952.00
Subtotal: $63,753.00
Bid Alternate 6
601 Soil Conditioning & Amendments SF -760 $0.45 ($342.00) 602 Turf Hydroseed SF -760 $0.15 ($114.00)
603 Irrigation System LS -1 $1,558.00 ($1,558.00)
604 Restroom Base Prep LS 1 $4,000.00 $4,000.00
605 8” Sanitary Sewer Line LF 18 $40.00 $720.00
606 Restroom Conduit and Wire LS 1 $1,000.00 $1,000.00
607 3 Stall Restroom LS 1 $400,000.00 $400,000.00
608 4” Concrete Flatwork SF 532 $14.00 $7,448.00
Subtotal: $411,154.00
Bid Alternate 7
701 Site Clearing / Demolition LS 1 $81.30 $81.30
702 Site Grading (Rough / Fine) and Earth Moving SF 813 $0.65 $528.45 703 8’ Tall Chain Link Fence LF 81 $150.00 $12,150.00
704 8’x8’ Chain Link Gate EA 1 $7,500.00 $7,500.00
705 8’x15’ Chain Link Gate EA 1 $15,000.00 $15,000.00
706 4” Concrete Flatwork SF 813 $14.00 $11,382.00
707 Storage Container EA 2 $10,000.00 $20,000.00
708 Storage Container Lighting, Conduit, and Wire LS 1 $5,000.00 $5,000.00 Subtotal: $71,641.75
Total: $4,138,575.65
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 4, 2024
Date: May 13, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jeremy Rogers, Director of Parks, Recreation and Neighborhoods Department SUBJECT: Award Rebid Construction Contract for Carpenter Road Area Soccer Complex, Phase 2
CONTACT: Nathan Houx, Parks Planning and Development Manager, [email protected], 209-571-5526
DESCRIPTION:

Consider approving the Plans and Specifications for the Rebid Carpenter Road Area Soccer Complex, Phase 2 Project, accepting the Bid, and approving a Construction Contract with Frontline General Engineering Construction, Inc., of Tracy, CA for a total amount not to exceed $1,397,466. (Funding Source: Youth Soccer and Recreation Development Grant, Parks Fund, Parks and Air Quality CFF Fund and TRRP CIP Fund)
STRATEGIC PLAN ELEMENT:

This item is consistent with the following 2020-2025 Strategic Plan Area of Focus: Quality of Life and Governance and Service Delivery.

BACKGROUND:

The Stanislaus Youth Soccer League (SYSL) has been working with the Tuolumne River Regional Park Joint Powers Authority (TRRP JPA) and the City over the past couple of years to develop soccer fields in the area, as there currently exists a need for additional fields. A few years ago, a Memorandum of Understanding (MOU) was approved that allowed SYSL to construct two fields adjacent to Bellenita Park using volunteer labor and donated materials and funds. As part of the MOU, the City and TRRP JPA agreed to pursue grant funding for additional soccer fields, parking, and other support facilities for the community.

On October 11, 2016, by Resolution 2016-411, and February 28, 2017, by Resolution 2017-82, Council authorized staff to apply for a grant of $1,000,000 from the Youth Soccer and Recreation Development Grant Program administered by California State Parks. The City was notified in June of 2017 that the grant application was successful and that funding in the amount of $1,000,000 would be awarded to the City. Since that time, staff has been working to coordinate a volunteer design effort led by local design professionals which resulted in construction documentation being completed in late 2022. The project will construct two new soccer fields, site furnishings, and a parking lot with landscaping & security lighting. #12..
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City Council, June 4, 2024
Award Rebid Construction Contract for Carpenter Road Area Soccer Complex, Phase 2

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On May 2, 2023, a construction agreement was awarded to Machado & Sons Construction, Inc. of Turlock, CA. However, the construction agreement was terminated on December 11, 2023, requiring the project to be rebid, which was done on March 12, 2024.

DISCUSSION:

The project was advertised for bids on March 12, 2024. Bids were publicly opened on April 16, 2024, pursuant to City Charter Section 1307. Four bids were received. Frontline General Engineering Construction, Inc. of Tracy, CA, was determined to be the responsible bidder with the lowest responsive bid. The bid tabulation is attached, and a summary of the bids is below:

The bid analysis is:

Number of bids received 4
Number of bids within 10% of engineer’s estimate 1
Number of bids above the engineer’s estimate 4
Number of bids below the engineer’s estimate 0
Percent low bid is above the engineer’s estimate 5.54%
Front Line General Engineering Construction, Inc. of Tracy, CA was 5.54% above the engineer’s estimate. The next lowest bid was 17.51% above the engineer’s estimate.

The highest bid was 50.52% above the engineer’s estimate. Bidder competition and participation was evident as the City received four bids.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. The award of contract for the construction of the Carpenter Road Area Soccer Complex, Phase 2, to Frontline General Engineering Construction, Inc. of Tracy, CA, conforms to Modesto Municipal Code, 8-3.203. Therefore, staff recommends awarding the contract to Frontline General Engineering Construction, Inc. of Tracy, CA.

The City’s “Change Order Approval Policy” enacted by Council Resolution No. 2023-405 on September 12, 2023, established a contract change order authority of 10% for construction contracts up to $10,000,000. Therefore, staff is requesting the Engineering Services Director’s Authority to issue change orders of 10% ($127,042) of the construction contract amount.

While the contingency policy is utilized for each construction contract awarded by the City, it is not written into each contract, nor is it a guaranteed amount included in the final compensation to the contractor. Prior to bidding a project, staff works diligently to ensure that all projects and bid packages contain well-defined scopes of work and that all projects stay within budget.

FISCAL IMPACT:

Funding for this project is budgeted in the Capital Improvement Program account #101061 (Carpenter Road Area Soccer). The project will require a budget adjustment allocating an additional $130,000 of Tuolumne River Regional Park Capital Improvement Program (TRRP CIP) Funding to the project. On August 9, 2023, the TRRP Commission approved the TRRP Project Funding Plan for Fiscal Year 2023/2024, that included $347,570 for current construction projects, including the Carpenter Road Area Soccer Complex. The #12..
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additional funding is pending TRRP Commission approval, which they will consider at their next regularly scheduled commission meeting. The project’s revenue and expense budget shall be as outlined below:

Funding Sources for the project are outlined below:

Youth Soccer and Recreation Development Grant $1,000,000 Parks Fund $ 35,000
TRRP CIP Fund $ 500,000
Pending Additional TRRP CIP Fund $ 130,000
Parks CFF $ 140,000
PROJECT FUNDING SOURCES $1,805,000
Project Budget
Construction and Construction Admin (previously spent) $ 198,386 Construction Contract $1,270,424
Construction Administration – City Staff (10%) $ 127,042 Contingency (10%) $ 127,042
Additional Design Support – City Staff $ 54,423
Engineering/Design/Admin (previously spent/committed) $ 27,683 TOTAL ESTIMATED PROJECT COST $1,805,000
COMMITTEE RECOMMENDATION:

This project was one of several park construction projects presented to the Safety and Communities Committee on April 15, 2024, for consideration to minimize the time between bidding and Council award. The Committee recommended by a vote of 2 to 1, forwarding the item to Council for approval.

CEQA/NEPA REQUIREMENTS:

City planning staff prepared an Initial Study / Finding of Conformance No. EA/PRN 2016-007 (FoC), which demonstrates the project’s conformance with the General Plan and its Master Environmental Impact Report, which was approved by the Council on October 11, 2016, by Resolution 2016-410.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Plans and Specifications for the Rebid Carpenter Road Area Soccer Complex, Phase 2 Project, accepting the Bid, and awarding a Construction Contract to Frontline General Engineering Construction, Inc., of Tracy, CA, in the amount of $1,270,424, plus $127,042, in contingency (if needed), for a total payment amount not to exceed $1,397,466 and authorizing the City Manager, or his designee, to execute the contract.

Resolution amending the Fiscal Year 2023-24 Capital Improvement Program Budget to fund Project #101061 (Carpenter Road Area Soccer) in an amount not to exceed $130,000 in transfers, revenue, and to budget expenditures to fund the Project, and authorizing the City Manager, or his designee, to implement the provisions of this Resolution. #12..
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City Council, June 4, 2024
Award Rebid Construction Contract for Carpenter Road Area Soccer Complex, Phase 2

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Approved by:

Jeremy Rogers, Director of Parks, Recreation and
Neighborhoods Manager
Joseph P. Lopez, City Manager
Attachments:

1. Resolution for Construction Contract – Frontline General Engineering Construction, Inc.

2. Resolution amending budget for FY23/24 for project #101061

3. Agreement – Frontline General Engineering Construction, Inc.

4. Bid Tabulation

5. Financial Interest Disclosure Form
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06/04/2024/PRN/NHoux/Item XX 1 2024-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING THE PLANS AND SPECIFICATIONS FOR THE REBID CARPENTER ROAD AREA SOCCER COMPLEX, PHASE 2 PROJECT,

ACCEPTING THE BID AND AWARDING A CONSTRUCTION CONTRACT TO FRONTLINE GENERAL ENGINEERING CONSTRUCTION, INC., OF TRACY, CA, IN THE AMOUNT OF $1,270,424, PLUS $127,042, IN CONTINGENCY (IF NEEDED), FOR A TOTAL PAYMENT AMOUNT NOT TO EXCEED $1,397,466

AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO

EXECUTE THE CONTRACT
WHEREAS, Stanislaus Youth Soccer League has been working with the Tuolumne River Regional Park Joint Powers Agreement (TRRP JPA) and City of Modesto to fund and construct soccer fields and there exists a need for additional field in underserved areas of the community; and
WHEREAS, the City was awarded $1,000,000 in grant funding by California State Parks through the Youth Soccer and Recreation Development Grant Program; and WHEREAS, the project will construct two new soccer fields, site furnishings and a parking lot with landscaping & security lighting; and WHEREAS, on May 2, 2023, a construction agreement was awarded to Machado & Sons Construction, Inc. of Turlock, CA; however, the construction agreement was terminated on December 11, 2023, requiring the project to be rebid; and WHEREAS, the project was advertised for bids on March 12, 2024, bids were publicly opened on April 16, 2024, pursuant to City Charter Section 1307, and four bids were received; and
WHEREAS, bidder competition and participation were evident as the City received four bids; and
WHEREAS, Frontline General Engineering Construction, Inc., of Tracy, CA, was #12..
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06/04/2024/PRN/NHoux/Item XX 2 2024-XX
determined to be the responsible bidder with the lowest responsive bid; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services to be formally bid; and
WHEREAS, the award of contract for the construction of the Carpenter Road Soccer Complex, Phase 2 Project to Frontline General Engineering Construction, Inc. of Tracy, CA, conforms to Modesto Municipal Code, 8-3.203; and WHEREAS, staff recommends awarding the Contract to Frontline General Engineering, Construction, Inc. of Tracy, CA.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the plans and specifications for the rebid Carpenter Road Area Soccer Complex, Phase 2 Project, accepts the bid and approves a Construction Contract with Frontline General Engineering, Inc., of Tracy, CA, for a total of $1,270,424 plus $127,042 in contingency (if needed) for a total amount not to exceed $1,397,466.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the contract, in a form approved by the City Attorney. #12..
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06/04/2024/PRN/NHoux/Item XX 3 2024-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of June 2024, by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following votes:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ________________________________

DIANE NAYARES-PEREZ, CMC,
City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: _____________________________________
JOSE M. SANCHEZ, City Attorney
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06/04/2024/PRN/NHoux/Item XX 1 2024-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-
RESOLUTION AMENDING THE FISCAL YEAR 2023-24 CAPITAL
IMPROVEMENT PROGRAM BUDGET TO FUND PROJECT #101061
(CARPENTER ROAD AREA SOCCER) IN AN AMOUNT NOT TO EXCEED $130,000 IN TRANSFERS, REVENUE, AND TO BUDGET EXPENDITURES TO

FUND THE PROJECT, AND AUTHORIZING THE CITY MANAGER, OR HIS

DESIGNEE, TO IMPLEMENT THE PROVISIONS OF THIS RESOLUTION WHEREAS, the City plans to build additional soccer fields on Carpenter Road under Project number 101061 partially funded by a grant from California State Parks, and partially funded by the City’s Capital Improvement Budget; and WHEREAS, Tuolumne River Regional Park Capital Improvement Program (TRRP CIP) funding of an additional $130,000 must be allocated to fund a portion of the project; and
WHEREAS, the Fiscal Year 2023-2024 Capital Improvement Budget must be amended to fund Project 101061 – Carpenter Road Area Soccer in a total amount of $130,000 to establish transfers, recognize revenue, and increase expenditures.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the amendments of the Fiscal Year 2023-2024 Capital Improvement Program Budget to fund project 101061 (Carpenter Road Area Soccer) in an amount not to exceed $130,000 in transfers, revenue and to budget expenditures to fund the project.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to take the necessary steps to implement the provisions of this resolution. #12..
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of June 2024, by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following votes:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ________________________________

DIANE NAYARES-PEREZ, CMC,
City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: _____________________________________
JOSE M. SANCHEZ, City Attorney
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A-1 City of Modesto
Rebid Carpenter Road Area Soccer Complex – Phase 2

CONTRACT
This Agreement, made and entered into in the City of Modesto, County of Stanislaus, State of California, this 4th day of June, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called City, and FRONTLINE GENERAL ENGINEERING CONSTRUCTION, INC., a California corporation, hereinafter called Contractor,
R E C I T A L S :

WHEREAS, the City Manager of the City of Modesto, authorized the call for bids, approved the Plans and Specifications prepared under the direction of the Director of Parks, Recreation & Neighborhoods Department for the REBID CARPENTER ROAD AREA SOCCER COMPLEX – PHASE 2 project and directed the City Clerk to advertise for sealed bids for doing said work and providing that bids be submitted on the 16th day of April, 2024; and WHEREAS, the City Clerk, thereafter duly and regularly caused a notice to be published in the manner and for the time prescribed by law; and WHEREAS, Contractor, pursuant to the provisions of said notice duly filed a bid with the City Clerk, a true copy of which is now on file in the office of the City Clerk of the City of Modesto, and is hereby referred to and by this reference made a part hereof as fully as if set forth at length herein; and
WHEREAS, all bids received pursuant to said notice were opened and examined and publicly declared at the time specified in said advertisement for bids and at a regular meeting of the City Council held on the 4th day of June, 2024 by Resolution 2024-______ the Council found and declared the bid of Contractor to be the lowest responsive bid and thereupon awarded a Contract to Contractor to do the Work referred to in the aforementioned Plans and #12..
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A-2 City of Modesto
Rebid Carpenter Road Area Soccer Complex – Phase 2
Specifications.

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. SCOPE OF WORK, hereinafter called the Work.
a. Contractor shall furnish all labor, materials and equipment necessary to complete the Work as specified in the Plans and Specifications entitled REBID CARPENTER ROAD AREA SOCCER COMPLEX – PHASE 2, City of Modesto, Parks, Recreation & Neighborhoods Department, Project Number 2024-08, and in strict accordance with the conditions of the complete Contract Documents. All incidental Work not included in the Contract Documents or specified herein which is necessary to complete the Work so as to provide the system described, or shown, shall be furnished and installed as part of this Agreement at no additional cost to the City. The Work shall be complete and ready for service as described in the Contract Documents to the satisfaction of the Director of Engineering Services. b. Contractor shall do and perform the Work contemplated hereby in a good and workmanlike manner under the direction of and to the satisfaction of the Director of Engineering Services of the City of Modesto.
c. Contractor shall do and perform the Work contemplated hereby and shall furnish all labor, materials, tools and equipment therefore at the prices herein specified to, wit:

CONTRACTOR’S BID
Item
No. Item Description Unit of Measure
Estimated
Quantity
Unit Price
(Figures)
Total Price
(Figures)

1. Mobilization and Demobilization LS 1 $103,774.00 $103,774.00

2. Construction Fencing LF 1,775 $10.30 $18,282.50

3. Stormwater Pollution Prevention
Plan (SWPPP) LS 1 $25,438.90 $25,438.90

4. Clear and Grub AC 10.20 $8,067.65 $82,290.03
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A-3 City of Modesto
Rebid Carpenter Road Area Soccer Complex – Phase 2
Item
No. Item Description Unit of Measure
Estimated
Quantity
Unit Price
(Figures)
Total Price
(Figures)

5. Miscellaneous Demolition LS 1 $21,943.00 $21,943.00

6. Rough Grading LS 1 $80,606.40 $80,606.40

7. Fire Hydrant Relocation LS 1 $15,100.50 $15,100.50

8. Post and Rail Fencing LF 42 $390.18 $16,387.56

9. Single Hung Gate EA 1 $15,171.60 $15,171.60

10. Double Hung Gate EA 2 $10,146.00 $20,292.00

11. 6” Vertical Concrete Curbing LF 735 $61.00 $44,835.00

12. Parking Lot Asphalt Paving
w/Aggregate SF 27,850 $3.35 $93,297.50

13. Asphalt Edging LF 1,439 $10.42 $14,994.38

14. Aggregate Surfacing Edging LF 58 $56.38 $3,270.04

15. Parking Lot Signage & Striping LS 1 $20,318.00 $20,318.00

16. Wheel Stops EA 8 $614.00 $4,912.00

17. 4” Depth Aggregate Road Base SF 330 $15.00 $4,950.00

18. 6” Depth Concrete Paving SF 3,955 $9.38 $37,097.90

19. Stormwater Drainage LS 1 $14,485.00 $14,485.00

20. Fine Grading SF 244,160 $0.19 $46,390.40

21. Soil Preparation SF 244,160 $0.17 $41,507.20

22. Hydroseeded Turf SF 217,482 $0.20 $43,496.40

23. Hydroseeded Bio-Filtration
Blend SF 26,678 $0.30 $8,003.40

24. Hydroseeded Non-Irrigation SF 159,642 $0.23 $36,717.66

25. Trees EA 21 $230.30 $4,836.30

26. Bark Mulch SF 5,242 $1.30 $6,814.60

27. Landscape Edging/Header LF 1,305 $8.43 $11,001.15

28. Root Barrier LF 603 $14.00 $8,442.00

29. Irrigation LS 1 $143,251.00 $143,251.00

30. Truncated Domes LF 126 $97.30 $12,259.80

31. Permanent Bollard EA 8 $1,802.00 $14,416.00

32. Drinking Fountain EA 1 $12,804.50 $12,804.50

33. Bike Rack EA 1 $1,934.90 $1,934.90

34. Trash/Recycle Receptacle EA 4 $294.00 $1,176.00

35. Electrical Pedestal LS 1 $30,050.90 $30,050.90
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A-4 City of Modesto
Rebid Carpenter Road Area Soccer Complex – Phase 2
Item
No.

Item Description Unit of
Measure
Estimated
Quantity
Unit Price
(Figures)
Total Price
(Figures)

36. Parking Lot Area Light Pole EA 9 $16,724.00 $150,516.00

37. Establishment and Maintenance
Period (Monthly) EA 4 $3,600.00 $14,400.00
TOTAL BASE BID $1,225,464.52
BID ALTERNATE 2
201. Aggregate Surfacing Edging LF 510 $10.53 $5,370.30 202. 4” Depth Aggregate Surfacing SF 24,589 $1.84 $45,243.76 203. Hydroseeded Non-Irrigation SF -24,589 $0.23 ($5,655.47) TOTAL BID ALTERNATE 2 $44,958.59
TOTAL BASE BID & BID ALTERNATE 2 $1,270,423.11

2. CONTRACT DOCUMENTS. The complete Agreement between the parties consists of the documents listed below, including any addenda to these documents. The documents are complementary and provide for a complete work; if a discrepancy exists, the governing rank of the documents is set forth, in descending order:
a. Executed and signed, written Agreement;
b. Section 00800 Amendments and Supplements to the General Provisions c. All other sections of the Project Specifications;
d. Project Plans;
e. City Standard Details; current edition
f. City Standard Specifications; current edition
g. Revised State Standard Specifications;
h. State Standard Specifications;
i. Revised State Standard Plans;
j. State Standard Plans; and
k. All required Bonds.
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A-5 City of Modesto
Rebid Carpenter Road Area Soccer Complex – Phase 2
All documents specified above are intended to operate so that any component of the Work called for in one and not mentioned in any other, or vice versa, is to be executed the same as if mentioned in all of the documents. The listed documents comprise the Contract Documents.

3. COMMENCEMENT AND COMPLETION OF THE WORK. The Work
contemplated herein shall be commenced on the date specified in the Notice to Proceed for this Agreement. Completion of the work shall comply with the Specification. The Notice to Proceed shall not be issued until the Director of Engineering Services receives and has on file:
a. Proofs of insurance (approved by City Risk Manager), b. Bonds (approved by the City Attorney),
c. City of Modesto Business License, and
d. Executed Agreement.

Contractor will not be held responsible for failure to complete the Work within the specified time if delay is due to matters beyond its reasonable control. Contractor shall make all good faith attempts to overcome or to minimize such matters, and to finish the Work in the shortest reasonable amount of time.

4. PAYMENT. Payment for the Work to be done under this Agreement shall be at the price set forth in Section 1 hereof, and in accordance with the Contract Documents, which are incorporated herein by this reference.

5. INDEMNITY. The Contractor shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of #12..
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A-6 City of Modesto
Rebid Carpenter Road Area Soccer Complex – Phase 2
defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Contractor, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement. This provision does not apply to claims, loss, liability, damage or expense arising from (a) the sole negligence or willful misconduct of the City, or (b) the active negligence of the City.

Contractor's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Contractor to procure and maintain a policy of insurance.

6. LIABILITY INSURANCE.

A. General
Contractor shall procure and maintain for the duration of this Agreement, and for the entire duration covered by the warranty bond, insurance as required by the Contract Documents and against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the Work by the Contractor, its agents, representatives, employees, or subcontractors.

B. Minimum Scope and Limit of Insurance
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01, including products and completed operations, with limits of no less than $3,000,000 per occurrence for bodily injury, personal injury, and property damage. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. #12..
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A-7 City of Modesto
Rebid Carpenter Road Area Soccer Complex – Phase 2

2. Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1 (any auto), with limits no less than $2,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation insurance as required by the State of California, with Statutory Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per accident for bodily injury or disease.

4. Builder’s Risk (Course of Construction) insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions, is not required.

5. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate, is required.

C. Deductibles and Self-Insured Retentions
Any deductibles or self-insured retentions must be declared to and approved by the City. At the option of the City, either: the contractor shall cause the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its officers, officials, employees, and volunteers; or the Contractor shall provide a financial guarantee satisfactory to the City guaranteeing payment of losses and related investigations, claim administration, and defense expenses.

D. Other Insurance Provisions
The insurance policies are to contain, or be endorsed to contain, the following provisions:
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A-8 City of Modesto
Rebid Carpenter Road Area Soccer Complex – Phase 2

1. The City, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL and automobile liability policies with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations and automobiles owned, leased, hired, or borrowed by or on behalf of the Contractor. General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance (at least as broad as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37 forms if later revisions used).

2. For any claims related to this project, the Contractor’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, or volunteers shall be excess of the Contractor’s insurance and shall not contribute with it.

3. Each insurance policy required by this clause shall provide that coverage shall not be canceled, except with notice to the City.

E. Builder’s Risk (Course of Construction) Insurance
Contractor may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear.

F. Claims Made Policies
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the Agreement or the beginning of Contract Work. #12..
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2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of Contract Work.

3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the Agreement effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of Contract Work.

4. A copy of the claims reporting requirements must be
submitted to the City for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

G. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best rating of no less than A: VII, unless otherwise acceptable to the City.

H. Waiver of Subrogation
Contractor hereby agrees to waive rights of subrogation which any insurer of Contractor may acquire from Contractor by virtue of the payment of any loss.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation. The Workers’ Compensation policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by the Contractor, its employees, agents and subcontractors.

I. Verification of Coverage
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Contractor shall furnish the City with original certificates and amendatory endorsements, or copies of the applicable insurance language, effecting coverage required by this Agreement. The Contractor must deliver certificates evidencing existence of the insurance and specified endorsements listed above to the Director of Engineering Services within 5 business days after the Notice of Award is received. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements, required by the Contract Documents, at any time.

J. Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance for the duration of the project and through acceptance by City Council.

7. BONDS. The Contractor shall furnish City the following separate surety bonds:
a. Performance Bond. Within 5 business days after receipt of the Notice of Award and prior to commencement of Work, the Contractor shall furnish a separate surety bond in an amount equal to one hundred percent (100%) of the Agreement price, shall be for the faithful performance of the Agreement, shall be approved by City, and shall be secured from a surety or sureties satisfactory to City.
b. Payment Bond. Within 5 business days after receipt of the Notice of Award and prior to commencement of Work, the Contractor shall furnish a separate surety bond in an amount at least equal to one hundred percent (100%) of the Agreement price as security for the payment of all persons for furnishing materials, provisions, or other supplies, or items, used in, upon, for, or about the performance of the Work contracted to be done; or for performing any work or labor thereon of any kind, and for the payment of amounts due under the #12..
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Unemployment Insurance Code with respect to such work or labor in connection with this Agreement, and for the payment of a reasonable attorney's fee to be fixed by the court in case suit is brought upon the bond.
c. Warranty Bond. Prior to issuance of a Notice of Completion for the contracted work, Contractor shall file with the City a Warranty Bond or equivalent security in the amount of ten percent (10%) of the estimated cost of the contracted work to guaranty and warranty the contracted work for a period of one (1) year following City Council acceptance thereof against any defective work or labor done, or defective materials furnished.

8. COMPLIANCE WITH ALL LAWS. Contractor hereby agrees that it and all subcontractors, if any, in the performance of the work described, designated and shown upon the Contract Documents herein referred to, will comply with all federal, state, county and municipal laws, rules and regulations which may be applicable to the work herein contracted for, whether now in existence or hereafter adopted.

9. TERMINATION OF AGREEMENT.

Termination by City for Default of Contractor
Should Contractor default in the performance of this Agreement or materially breach any of its provisions, at its option, City may terminate this Agreement by giving written notification to Contractor. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required services or duties, willful destruction of City's property by Contractor, dishonesty or theft. Such termination shall be in accordance with the Contract Documents.

If this Agreement is terminated, Contractor shall cease all its work on the project as of the termination date and shall see to it that its employees, subcontractors and agents #12..
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A-12 City of Modesto
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are notified of such termination and cease their work.

The Contractor understands and agrees that City may, in City's sole discretion, refuse to pay Contractor for that portion of Contractor's services which were performed by Contractor on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

Termination by City for Convenience
The City may terminate the Contractor's performance under the Agreement, either in whole or in part, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Contractor with consultation with the City prior to termination.

A. Upon receipt of a written Notice of Termination pursuant to this section, the Contractor shall:

1. Cease its work as directed in the Notice of Termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the Notice of Termination;

2. Terminate all orders and Subcontractors except as
necessary to complete any portion of the Work that is not terminated;
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A-13 City of Modesto
Rebid Carpenter Road Area Soccer Complex – Phase 2

3. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subcontractors, but in no event shall recovery by any Contractor or subcontractor include lost profits for portions of the Work not completed or
undertaken, including materials not delivered;

4. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been
accumulated by the Contractor in performing the Work
whether completed or in process;

5. Settle outstanding liabilities and claims, subject to the approval of City;

6. Complete performance of such part of the Work as has not been terminated;

7. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;

8. If City so requests, and at City's cost, Contractor shall provide sufficient oral or written status reports to make City reasonably aware of the status of Contractor's work on the project.
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B. City will pay Contractor an amount based on the percentage of work completed in accordance with the Notice of Termination. The final payment to the Contractor after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:

1. Any actual costs incurred by the Contractor for restocking charges;

2. The agreed upon price of protecting the Work in any
manner, if any, as directed by the City;

3. The cost of settling and paying valid claims arising out of the termination of the Work such as subcontract
agreements or contracts for materials;

4. The Agreement price allocable to the portion of the Work properly performed or goods supplied by the Contractor as of the date of termination, as determined in accordance with the Notice of Termination, reduced by any sums
previously paid to the Contractor.

C. The City shall have the right to withhold any portion or the whole of the final payment under this provision in the event there are any outstanding Claims for compensation asserted either by the City against the Contractor or by any third party against the City or the Contractor which arise out of the Contractor's work.

Authorization to Terminate Agreement
Termination of the Agreement may be invoked by the City Manager, or his/her designee, subject to the right of the Contractor to appeal the City Manager, or his/her designee’s, decision to the City Council. The Contractor shall appeal by notifying the City Clerk #12..
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in writing within ten (10) business days of receipt of notification from City to terminate the Agreement. In the event that termination of this Agreement is upheld by the City Council, any valid claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.

10. NOTICES. Any notice, payment or instrument required or permitted by this Agreement to be given to either party shall be deemed to have been received when personally delivered, or one calendar week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

Contractor: Frontline General Engineering Construction, Inc.

Attn: Jesus Pedroza, CEO/President
4448 W. Pine Haven Drive
Tracy, CA 95304
Phone (510) 954-0739
City: City of Modesto
Director of Engineering Services
P.O. Box 642
Modesto, CA 95353
Phone (209) 577-5215, Fax (209) 577-4302
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

11. WORKFORCE REQUIREMENTS. Contractor included both a signed Local Hire Certification as well as a Skilled and Trained Workforce Certification with its bid, and such certifications are incorporated herein by reference. Contractor shall comply with all applicable requirements, including record keeping requirements, of Articles 7 and 8 of Chapter 3 of the Modesto Municipal Code.

12. EXECUTION OF AGREEMENT. The undersigned signatory(ies) for Contractor warrant(s) and represent(s) that he/she/they is/are legally competent to execute the #12..
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Rebid Carpenter Road Area Soccer Complex – Phase 2
Agreement and has/have full authority to execute this Agreement.

13. DISPUTE RESOLUTION. All claims, controversies, or disputes arising out of or relating to this Agreement, including its performance by either party, shall be finally resolved by arbitration in accordance with the Contract Documents.

14. MISCELLANEOUS. Time is of the essence of this Agreement. #12..
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Rebid Carpenter Road Area Soccer Complex - Phase 2
Bid Tabulation Thursday, April 18, 2024
Project Title: Rebid Carpenter Road Area Soccer Complex - Phase 2 Project ID #: 2024-08
Vault ID #: 19-D-0381
Account #: 101061
Bid Opening: 4/16/2024 at 11:00 AM Designer: O'Dell Engineering Basis of Award: By Blind Bid Design Manager: Ken Peterson Project Description: Construction of multiple natural turf soccer fields, parking lot and drainage improvements.

Item # Item Description Units Quantity Unit Price Extension Apparent Low Bidder
Frontline General Engineering Construction, Inc.
(510) 954-0739 4448 W. Pine Haven Drive Tracy CA 95304
Base Bid
1 Mobilization and Demobilization LS 1 $103,774.00 $103,774.00 2 Construction Fencing LF 1,775 $10.30 $18,282.50
3 Stormwater Pollution Prevention Plan (SWPPP) LS 1 $25,438.90 $25,438.90 4 Clear and Grub AC 10.20 $8,067.65 $82,290.03
5 Miscellaneous Demolition LS 1 $21,943.00 $21,943.00
6 Rough Grading LS 1 $80,606.40 $80,606.40
7 Fire Hydrant Relocation LS 1 $15,100.50 $15,100.50
8 Post and Rail Fencing LF 42 $390.18 $16,387.56
9 Single Hung Gate EA 1 $15,171.60 $15,171.60
10 Double Hung Gate EA 2 $10,146.00 $20,292.00
11 6” Vertical Concrete Curbing LF 735 $61.00 $44,835.00 12 Parking Lot Asphalt Paving w/Aggregate SF 27,850 $3.35 $93,297.50 13 Asphalt Edging LF 1,439 $10.42 $14,994.38
14 Aggregate Surfacing Edging LF 58 $56.38 $3,270.04
15 Parking Lot Signage & Striping LS 1 $20,318.00 $20,318.00 16 Wheel Stops EA 8 $614.00 $4,912.00
17 4” Depth Aggregate Road Base SF 330 $15.00 $4,950.00 18 6” Depth Concrete Paving SF 3,955 $9.38 $37,097.90
19 Stormwater Drainage LS 1 $14,485.00 $14,485.00
20 Fine Grading SF 244,160 $0.19 $46,390.40
21 Soil Preparation SF 244,160 $0.17 $41,507.20
22 Hydroseeded Turf SF 217,482 $0.20 $43,496.40
23 Hydroseeded Bio-Filtration Blend SF 26,678 $0.30 $8,003.40 24 Hydroseeded Non-Irrigation SF 159,642 $0.23 $36,717.66 25 Trees EA 21 $230.30 $4,836.30
26 Bark Mulch SF 5,242 $1.30 $6,814.60
27 Landscape Edging/Header LF 1,305 $8.43 $11,001.15
28 Root Barrier LF 603 $14.00 $8,442.00
29 Irrigation LS 1 $143,251.00 $143,251.00
30 Truncated Domes LF 126 $97.30 $12,259.80
31 Permanent Bollard EA 8 $1,802.00 $14,416.00
32 Drinking Fountain EA 1 $12,804.50 $12,804.50
33 Bike Rack EA 1 $1,934.90 $1,934.90
34 Trash/Recycle Receptacle EA 4 $294.00 $1,176.00
35 Electrical Pedestal LS 1 $30,050.90 $30,050.90
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Rebid Carpenter Road Area Soccer Complex - Phase 2
Item # Item Description Units Quantity Unit Price Extension 36 Parking Lot Area Light Pole EA 9 $16,724.00 $150,516.00 37 Establishment and Maintenance Period (Monthly) EA 4 $3,600.00 $14,400.00 Subtotal: $1,225,464.52
Bid Alternate 2
201 Aggregate Surfacing Edging LF 510 $10.53 $5,370.30
202 4” Depth Aggregate Surfacing SF 24,589 $1.84 $45,243.76 203 Hydroseeded Non-Irrigation SF -24,589 $0.23 ($5,655.47) Subtotal: $44,958.59
Total: $1,270,423.11
Percent From Engineer's Estimate: 5.54%
Suarez & Munoz Construction, Inc.
(510) 782-6065 2490 American Avenue Hayward CA 94545
Base Bid
1 Mobilization and Demobilization LS 1 $50,000.00 $50,000.00 2 Construction Fencing LF 1,775 $5.00 $8,875.00
3 Stormwater Pollution Prevention Plan (SWPPP) LS 1 $15,000.00 $15,000.00 4 Clear and Grub AC 10.20 $5,300.00 $54,060.00
5 Miscellaneous Demolition LS 1 $15,000.00 $15,000.00
6 Rough Grading LS 1 $221,000.00 $221,000.00
7 Fire Hydrant Relocation LS 1 $5,000.00 $5,000.00
8 Post and Rail Fencing LF 42 $320.00 $13,440.00
9 Single Hung Gate EA 1 $12,000.00 $12,000.00
10 Double Hung Gate EA 2 $7,900.00 $15,800.00
11 6” Vertical Concrete Curbing LF 735 $68.00 $49,980.00 12 Parking Lot Asphalt Paving w/Aggregate SF 27,850 $3.85 $107,222.50 13 Asphalt Edging LF 1,439 $10.00 $14,390.00
14 Aggregate Surfacing Edging LF 58 $23.00 $1,334.00
15 Parking Lot Signage & Striping LS 1 $5,000.00 $5,000.00 16 Wheel Stops EA 8 $280.00 $2,240.00
17 4” Depth Aggregate Road Base SF 330 $3.50 $1,155.00
18 6” Depth Concrete Paving SF 3,955 $20.00 $79,100.00
19 Stormwater Drainage LS 1 $9,000.00 $9,000.00
20 Fine Grading SF 244,160 $0.12 $29,299.20
21 Soil Preparation SF 244,160 $0.36 $87,897.60
22 Hydroseeded Turf SF 217,482 $0.14 $30,447.48
23 Hydroseeded Bio-Filtration Blend SF 26,678 $0.20 $5,335.60 24 Hydroseeded Non-Irrigation SF 159,642 $0.18 $28,735.56 25 Trees EA 21 $200.00 $4,200.00
26 Bark Mulch SF 5,242 $1.00 $5,242.00
27 Landscape Edging/Header LF 1,305 $11.00 $14,355.00
28 Root Barrier LF 603 $14.00 $8,442.00
29 Irrigation LS 1 $228,000.00 $228,000.00
30 Truncated Domes LF 126 $35.00 $4,410.00
31 Permanent Bollard EA 8 $250.00 $2,000.00
32 Drinking Fountain EA 1 $10,000.00 $10,000.00
33 Bike Rack EA 1 $450.00 $450.00
34 Trash/Recycle Receptacle EA 4 $450.00 $1,800.00
35 Electrical Pedestal LS 1 $35,000.00 $35,000.00
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Rebid Carpenter Road Area Soccer Complex - Phase 2
Item # Item Description Units Quantity Unit Price Extension 36 Parking Lot Area Light Pole EA 9 $14,000.00 $126,000.00 37 Establishment and Maintenance Period (Monthly) EA 4 $6,500.00 $26,000.00 Subtotal: $1,327,210.94
Bid Alternate 2
201 Aggregate Surfacing Edging LF 510 $11.00 $5,610.00
202 4” Depth Aggregate Surfacing SF 24,589 $3.50 $86,061.50 203 Hydroseeded Non-Irrigation SF -24,589 $0.18 ($4,426.02) Subtotal: $87,245.48
Total: $1,414,456.42
Percent From Engineer's Estimate: 17.51%
George Reed, Inc.
(209) 523-0734 P.O. Box 4760 Modesto CA 95352
Base Bid
1 Mobilization and Demobilization LS 1 $50,000.00 $50,000.00 2 Construction Fencing LF 1,775 $11.00 $19,525.00
3 Stormwater Pollution Prevention Plan (SWPPP) LS 1 $15,000.00 $15,000.00 4 Clear and Grub AC 10.20 $10,000.00 $102,000.00
5 Miscellaneous Demolition LS 1 $15,000.00 $15,000.00
6 Rough Grading LS 1 $255,000.00 $255,000.00
7 Fire Hydrant Relocation LS 1 $30,000.00 $30,000.00
8 Post and Rail Fencing LF 42 $300.00 $12,600.00
9 Single Hung Gate EA 1 $12,000.00 $12,000.00
10 Double Hung Gate EA 2 $16,000.00 $32,000.00
11 6” Vertical Concrete Curbing LF 735 $25.00 $18,375.00 12 Parking Lot Asphalt Paving w/Aggregate SF 27,850 $4.80 $133,680.00 13 Asphalt Edging LF 1,439 $12.00 $17,268.00
14 Aggregate Surfacing Edging LF 58 $12.00 $696.00
15 Parking Lot Signage & Striping LS 1 $16,500.00 $16,500.00 16 Wheel Stops EA 8 $150.00 $1,200.00
17 4” Depth Aggregate Road Base SF 330 $2.00 $660.00
18 6” Depth Concrete Paving SF 3,955 $13.50 $53,392.50
19 Stormwater Drainage LS 1 $19,000.00 $19,000.00
20 Fine Grading SF 244,160 $0.11 $26,857.60
21 Soil Preparation SF 244,160 $0.30 $73,248.00
22 Hydroseeded Turf SF 217,482 $0.14 $30,447.48
23 Hydroseeded Bio-Filtration Blend SF 26,678 $0.20 $5,335.60 24 Hydroseeded Non-Irrigation SF 159,642 $0.18 $28,735.56 25 Trees EA 21 $175.00 $3,675.00
26 Bark Mulch SF 5,242 $1.00 $5,242.00
27 Landscape Edging/Header LF 1,305 $8.70 $11,353.50
28 Root Barrier LF 603 $16.50 $9,949.50
29 Irrigation LS 1 $173,000.00 $173,000.00
30 Truncated Domes LF 126 $6.00 $756.00
31 Permanent Bollard EA 8 $950.00 $7,600.00
32 Drinking Fountain EA 1 $34,300.00 $34,300.00
33 Bike Rack EA 1 $360.00 $360.00
34 Trash/Recycle Receptacle EA 4 $360.00 $1,440.00
35 Electrical Pedestal LS 1 $30,500.00 $30,500.00
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Rebid Carpenter Road Area Soccer Complex - Phase 2
Item # Item Description Units Quantity Unit Price Extension 36 Parking Lot Area Light Pole EA 9 $13,500.00 $121,500.00 37 Establishment and Maintenance Period (Monthly) EA 4 $6,800.00 $27,200.00 Subtotal: $1,395,396.74
Bid Alternate 2
201 Aggregate Surfacing Edging LF 510 $14.50 $7,395.00
202 4” Depth Aggregate Surfacing SF 24,589 $2.25 $55,325.25 203 Hydroseeded Non-Irrigation SF -24,589 $0.18 ($4,426.02) Subtotal: $58,294.23
Total: $1,453,690.97
Percent From Engineer's Estimate: 20.77%
Machado & Sons Construction, Inc.
(209) 632-5260 1000 S. Kilroy Road Turlock CA 95380
Base Bid
1 Mobilization and Demobilization LS 1 $131,506.00 $131,506.00 2 Construction Fencing LF 1,775 $5.60 $9,940.00
3 Stormwater Pollution Prevention Plan (SWPPP) LS 1 $33,616.00 $33,616.00 4 Clear and Grub AC 10.20 $15,973.00 $162,924.60
5 Miscellaneous Demolition LS 1 $11,068.00 $11,068.00
6 Rough Grading LS 1 $316,443.00 $316,443.00
7 Fire Hydrant Relocation LS 1 $16,011.00 $16,011.00
8 Post and Rail Fencing LF 42 $541.00 $22,722.00
9 Single Hung Gate EA 1 $19,500.00 $19,500.00
10 Double Hung Gate EA 2 $22,528.00 $45,056.00
11 6” Vertical Concrete Curbing LF 735 $63.00 $46,305.00 12 Parking Lot Asphalt Paving w/Aggregate SF 27,850 $3.80 $105,830.00 13 Asphalt Edging LF 1,439 $12.00 $17,268.00
14 Aggregate Surfacing Edging LF 58 $3.80 $220.40
15 Parking Lot Signage & Striping LS 1 $22,861.00 $22,861.00 16 Wheel Stops EA 8 $207.00 $1,656.00
17 4” Depth Aggregate Road Base SF 330 $1.40 $462.00
18 6” Depth Concrete Paving SF 3,955 $10.60 $41,923.00
19 Stormwater Drainage LS 1 $20,394.00 $20,394.00
20 Fine Grading SF 244,160 $0.04 $9,766.40
21 Soil Preparation SF 244,160 $0.35 $85,456.00
22 Hydroseeded Turf SF 217,482 $0.15 $32,622.30
23 Hydroseeded Bio-Filtration Blend SF 26,678 $0.20 $5,335.60 24 Hydroseeded Non-Irrigation SF 159,642 $0.10 $15,964.20 25 Trees EA 21 $344.00 $7,224.00
26 Bark Mulch SF 5,242 $1.40 $7,338.80
27 Landscape Edging/Header LF 1,305 $10.30 $13,441.50
28 Root Barrier LF 603 $15.80 $9,527.40
29 Irrigation LS 1 $314,119.00 $314,119.00
30 Truncated Domes LF 126 $12.50 $1,575.00
31 Permanent Bollard EA 8 $800.00 $6,400.00
32 Drinking Fountain EA 1 $15,291.00 $15,291.00
33 Bike Rack EA 1 $876.00 $876.00
34 Trash/Recycle Receptacle EA 4 $698.00 $2,792.00
35 Electrical Pedestal LS 1 $31,753.00 $31,753.00
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Rebid Carpenter Road Area Soccer Complex - Phase 2
Item # Item Description Units Quantity Unit Price Extension 36 Parking Lot Area Light Pole EA 9 $17,672.00 $159,048.00 37 Establishment and Maintenance Period (Monthly) EA 4 $5,511.00 $22,044.00 Subtotal: $1,766,280.20
Bid Alternate 2
201 Aggregate Surfacing Edging LF 510 $7.00 $3,570.00
202 4” Depth Aggregate Surfacing SF 24,589 $1.80 $44,260.20 203 Hydroseeded Non-Irrigation SF -24,589 $0.09 ($2,213.01) Subtotal: $45,617.19
Total: $1,811,897.39
Percent From Engineer's Estimate: 50.52%
Engineer's Estimate
Base Bid
1 Mobilization and Demobilization LS 1 $25,000.00 $25,000.00 2 Construction Fencing LF 1,775 $7.50 $13,312.50
3 Stormwater Pollution Prevention Plan (SWPPP) LS 1 $25,000.00 $25,000.00 4 Clear and Grub AC 10.20 $5,000.00 $51,000.00
5 Miscellaneous Demolition LS 1 $15,000.00 $15,000.00
6 Rough Grading LS 1 $154,550.00 $154,550.00
7 Fire Hydrant Relocation LS 1 $10,000.00 $10,000.00
8 Post and Rail Fencing LF 42 $200.00 $8,400.00
9 Single Hung Gate EA 1 $8,000.00 $8,000.00
10 Double Hung Gate EA 2 $16,000.00 $32,000.00
11 6” Vertical Concrete Curbing LF 735 $38.00 $27,930.00 12 Parking Lot Asphalt Paving w/Aggregate SF 27,850 $3.75 $104,437.50 13 Asphalt Edging LF 1,439 $10.00 $14,390.00
14 Aggregate Surfacing Edging LF 58 $10.00 $580.00
15 Parking Lot Signage & Striping LS 1 $12,000.00 $12,000.00 16 Wheel Stops EA 8 $200.00 $1,600.00
17 4” Depth Aggregate Road Base SF 330 $5.00 $1,650.00
18 6” Depth Concrete Paving SF 3,955 $12.00 $47,460.00
19 Stormwater Drainage LS 1 $14,000.00 $14,000.00
20 Fine Grading SF 244,160 $0.08 $19,532.80
21 Soil Preparation SF 244,160 $0.30 $73,248.00
22 Hydroseeded Turf SF 217,482 $0.20 $43,496.40
23 Hydroseeded Bio-Filtration Blend SF 26,678 $0.45 $12,005.10 24 Hydroseeded Non-Irrigation SF 159,642 $0.15 $23,946.30 25 Trees EA 21 $275.00 $5,775.00
26 Bark Mulch SF 5,242 $1.25 $6,552.50
27 Landscape Edging/Header LF 1,305 $7.00 $9,135.00
28 Root Barrier LF 603 $17.00 $10,251.00
29 Irrigation LS 1 $177,100.00 $177,100.00
30 Truncated Domes LF 126 $34.40 $4,335.00
31 Permanent Bollard EA 8 $398.50 $3,188.00
32 Drinking Fountain EA 1 $18,000.00 $18,000.00
33 Bike Rack EA 1 $660.00 $660.00
34 Trash/Recycle Receptacle EA 4 $1,202.25 $4,809.00
35 Electrical Pedestal LS 1 $23,000.00 $23,000.00
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 4, 2024
Date: April 26, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Public Works Director
SUBJECT: Consider Approving Adjustments to Various Airport Rates and Fees CONTACT: Gabe da Silva, Airport Manager, [email protected], 209-577-5319 DESCRIPTION:

Consider approving adjustments to various airport rates and fees for specific activities and services at the Modesto City-County Airport, effective July 1, 2024, rescinding Resolution No. 2023-355. (Funding Source: Airport Operating Revenue, Fund 4310) STRATEGIC PLAN ELEMENT:

This item is in conformance with the City of Modesto Strategic Plan Area: Economic Vitality Goals and Strategies. “Retain and attract residential, commercial, and industrial development to meet the community’s needs today and for the next generation”; Goal E: “Drive the success of a vibrant and economically sustainable business climate”.

BACKGROUND:

Each year, Council can adjust the Modesto City-County Airport (Airport) rates and fees with the most recent adjustment occurring on July 11, 2023 using the National Consumer Price Index (CPI) for All Urban Consumers, West Urban, published by the United States Department of Labor, Bureau of Labor Statistics. Per Resolution 2023-355 “Rates and fees for the Airport may be adjusted from time to time by resolution of the Modesto City Council”. Per the resolution based on the CPI market standard, it has been determined that an increase is needed in airport rates and fees to maintain market average. As the age of the airport, hangars, and facilities increase, so too does the maintenance costs associated with their upkeep. Expenses for maintenance and supplies have grown monumentally causing a much larger impact on the revenues generated from leasing airport facilities.

The Airport must provide a facility that complies with Federal Aviation Administration (FAA) operational standards. To ensure that these operating standards continue, opportunity for additional revenues must be considered to cover increasing operating expenses. Increasing revenues will increase the ability to maintain hangars and facilities, providing longevity for these Airport assets.
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City Council, June 04, 2024
Approving Adjustments to Various Airport Rates and Fees

Page 2 of 3 ends

DISCUSSION:

The Airport is an enterprise fund and is expected to be self-supporting. This means that General Funds from the City are not received to operate the Airport. Currently, the hangar vacancy rate is low with a steady demand, especially for the larger hangars. Therefore, staff recommend that the Airport rates and fees be adjusted to remain at market standard.

Consumer Price Index (CPI) Increase 1
To keep enterprise revenues in line with the increases in expenses each year, staff reviews the Bureau of Labor Statistics Consumer Price Index - West Region CPI adjustment for a 12-month period starting on January 1st of the prior year and ending December 31st of that year.

These adjustments take place annually based on the CPI data. The last increase was implemented on July 11, 2023 by Resolution No. 2023-355, which reflected the CPI data for the west region from calendar year 2022.

The Airport has reviewed the CPI data for the west region for the 12-month period starting January 1, 2023 through December 31, 2023, showing an increase of 3.6% to all Airport Rates and Fees.

This item was presented to the Airport Advisory Committee on March 21, 2024. The committee made a recommendation to move this item forward.

Attachment B references the proposed new rates to be effective July 1, 2024.

The Airport no longer has land to be considered “undeveloped” for land leases. Keeping with the market trend based on our annual market analysis the rate schedule will only reflect a land lease price per square foot. This amount is in line with the current market rate of 0.066 and is called out in Section 1, Sub-Section C in attachment B.

FISCAL IMPACT:

This recommended adjustment to rates and fees will increase Airport revenue, allowing the Airport to recover growing operational expenses. Revenue will increase by an estimated $24,000 annually or approximately 3.6% based on projected lease and service revenues.

Revenues will be deposited into the Airport Revenue account.

Account 2023 2024 3.6% Increase
43886 – Hangar Rent $457,000 $473,452 $16,452
46020 - Office Rent $45,210 $46,837 $1,627
46002 - Land Lease $139,719 $144,748 $5,029
43889 - Tie-Downs $2,630 $2,724 $94
43882 - Gallonage $43,454 $45,018 $1,564
Totals $688,013 $712,779 $24,766
1 https://www.bls.gov/cpi/home.htm
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City Council, June 04, 2024
Approving Adjustments to Various Airport Rates and Fees

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COMMITTEE RECOMMENDATION
This item was presented to the Finance Committee during the budget workshop on April 16, 2024, and was recommended to forward it to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving adjustments to various airport rates and fees for specific activities and services at the Modesto City-County Airport (Airport), effective July 1, 2024, and rescinding Resolution No. 2023-355.

Approved by:

Bill Sandhu, Public Works Director
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Attachment A – Current 2023 Rates and Fees

3. Attachment B – Proposed 2024 Rates and Fees

4. Attachment C – CPI Data- West Region
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07/1/2024/PW/GdSilva 1 2024-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING ADJUSTMENTS TO VARIOUS AIRPORT RATES

AND FEES FOR SPECIFIC ACTIVITIES AND SERVICES AT THE MODESTO CITY-COUNTY AIRPORT (AIRPORT), EFFECTIVE JULY 1, 2024, AND RESCINDING RESOLUTION NO. 2023-355
WHEREAS, the Modesto City-County Airport (Airport) is an enterprise fund and is expected to be self-supporting; and
WHEREAS, the Airport must provide a facility that complies with Federal Aviation Administration (FAA) operational standards; and WHEREAS, each year, Council can adjust the Airport rates and fees using the National Consumer Price Index (CPI) for All Urban Consumers, West Urban, published by the United States Department of Labor, Bureau of Labor Statistics; and WHEREAS, these adjustments take place annually based on the CPI data. The last increase was implemented on July 11, 2023, by Resolution No. 2023-355; and WHEREAS, the Airport reviewed the CPI data for the west region for the 12- month period starting January 1, 2023, through December 31,2023, showing an increase of 3.6% to all Airport Rates and Fees; and
WHEREAS, adjusting Airport Rates and Fees will increase revenue that will allow the airport to cover growing operational expenses and address deferred maintenance items.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves adjustments to various Airport Rates and Fees for specific activities and services at the Modesto City-County Airport as noted in Attachment B, attached hereto.
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07/1/2024/PW/GdSilva 2 2024-XX
BE IT FURTHER RESOLVED that Resolution 2023-355 shall be rescinded.

BE IT FURTHER RESOLVED that this resolution shall go into effect and be in full force and operation on July 1, 2024.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of June, 2024, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ? was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmember: ?
NOES: Councilmember: ?
ABSENT: Councilmember: ?
ATTEST: ___________________________

DIANE NAYARES-PEREZ, CMC,
City Clerk
(SEAL)
APPROVED AS TO FORM:

BY:

JOSE M. SANCHEZ, City Attorney
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Modesto City-County Airport Rates & Fees
Effective July 11, 2023 Attachment A
SECTION 1. HANGARS. Rental charges for the rental of hangars at the Modesto CityCounty Airport/Harry Sham Field are hereby established as follows, payable in advance:
(a) T-Hangars and Storage Units as of July 2023 rounded to the nearest dollar:

Small T-Hangars $201 per month
(No electricity provided)
Hangar A Units 2-12
Hangar B Units 2-9
Hangar C Units 2, 3, 7
Hangar D Units 2-5 & 7-9

Small T-Hangars $235 per month
(Electricity provided)
Hangar A Unit 1
Hangar C Units 4-6
Hangar D Unit 6
Medium T-Hangars $250 per month
(No electricity provided)
Hangar B Units 1, 10
Hangar C Unit 8
Hangar D Unit 10
Medium T-Hangars $315 per month
(Electricity provided)
Hangar C Unit 1
Hangar D Unit 1
Hangar E Units 1-10
Hangar F Units 1-10
Hangar G Units 1-8, 10
Hangar H Units 1-8, 10
Hangar J Units 1-10
Hangar L Units 1-10
Large T-Hangars $370 per month
(Electricity provided)
Hangar G Unit 9
Hangar H Unit 9
Hangar K Units 2-6, 8-11
Large Modified Box Hangar $450 per month
(Electricity provided)
Hangar K Unit 1,7
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Modesto City-County Airport Rates & Fees
Effective July 11, 2023 Attachment A
Extra Large T-Hangars $534 per month
(Electricity provided)
Hangar I Units 1-8
Storage Units
Hangar G Storage Unit $56 per month
Hangar H Storage Unit $56 per month
Hangar I Storage Unit $146 per month
Hangar J Storage Unit $56 per month
Hangar L Storage Unit $56 per month
All T-Hangars leased under Section 1 subparagraphs (a) with no electricity which later have electricity installed will increase to the electricity provided rate with corresponding THangar size. (b) Corporate Executive Commercial Box Hangars
Hangar 1 $1,934 per month
Hangar 2 $1,575 per month
Hangar 3 $864 per month
Hangar 4 $1,472 per month
Hangar 5 $1,465 per month
Hangar 6 $864 per month
Hangar 7 $864 per month

(c) Portable Hangars and Ground Lease
Portable Hangars 1-14 $79 per month
Ground Lease - Developed (per sq. ft.) $.064 per month
Ground Lease – Undeveloped (per sq. ft.) $.029 per month #13..
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Modesto City-County Airport Rates & Fees
Effective July 11, 2023 Attachment A
A five percent (5%) discount will be made in any of the above rental charges when a year’s lease is entered into and the year’s rental charges are paid in advance.

SECTION 2. AIRPORT KEYS
(a) Two (2) hangar keys and one (1) gate proximity card are included in initial lease
(b) $45.00 for each additional proximity card
(c) $45.00 for each additional hangar key
SECTION 3. TIE-DOWN FEES. Tie-down charges and fees at the Modesto CityCounty Airport/Harry Sham Field are hereby established as follows, payable in advance:
(a) Aircraft less than 12,500 lbs. maximum certificated gross landing weight Permanent $52 per month
Transient $9 per day
(b) Aircraft greater than 12,501 lbs. maximum certificated gross landing weight Permanent $88 per month
Transient $17 per day
A five-percent (5%) discount will be made in the rental charges set forth in Section 1 subparagraphs (a), (b), and (c), when a year’s lease is entered into and the year’s rental charges are paid in advance.

A volume discount may be given to Fixed Base Operators (FBO) that operate flight schools for light single and multi-engine aircraft (less than 12,500 lbs. of maximum certificated gross landing weight) for tie-down spaces as set forth in subsections (a) and (b) above. For every #13..
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Modesto City-County Airport Rates & Fees
Effective July 11, 2023 Attachment A
two tail-in spaces the FBO agrees to lease, one taxi-in tie-down may be leased for the same price as a tail-in tie-down.

Overnight tie-down of aircraft belonging to or in the custody or possession of a lessee at the Modesto City-County Airport/Harry Sham Field shall be subject to the normal tie-down charge as specified by this section.

SECTION 4. OFFICE SPACE. The monthly charge for office space(s) at the Modesto City-County Airport/Harry Sham Field are hereby established as follows:

Office Spaces/when …………………… $1.28 per sq. ft.

Utilities furnished by Airport
Office Building(s) 1 & 2 …………………… $1.08 per sq. ft.

Utilities furnished by Tenant
SECTION 5. TEMPORARY USE OF AIRPORT PASSENGER TERMINAL.

Organization and service providers desiring to temporarily use the passenger terminal will be charged a daily rate:
(a) Ticket counter …………………… $1.08 per sq. ft.
(b) Other areas …………………… $1.08 per sq. ft.

SECTION 6. UTILITY COST
(a) When electricity is provided, …………………… $.20 per sq. ft. an additional utility rate will
be included each month
SECTION 7. AIRCRAFT CARRYING PASSENGERS AND/OR CARGO FOR HIRE.

Aircraft landing at the Modesto City-County Airport/Harry Sham Field shall pay a landing fee as follows:
(a) All aircraft weighing less than 12,500 lbs. maximum certificated gross landing #13..
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Modesto City-County Airport Rates & Fees
Effective July 11, 2023 Attachment A
weight - $0.00 per landing
(b) All aircraft weighing greater than 12,501 lbs. maximum certificated gross landing weight – $1.20 per 1,000 pounds per landing
(c) All transient aircraft owned and operated by individuals, companies, and corporations carrying their own products shall not be charged for the first two (2) trips per calendar months. All other trips for the same calendar month shall be charged at the same rates applied to nonscheduled aircraft carrying cargo for hire. (d) No landing fee shall be charged for any aircraft, which lands at the airport due to any mechanical or other emergency, except weather, provided that such emergency is reported to the Airport Control Tower prior to landing.

SECTION 8. PASSENGER FACILITY CHARGE (PFC). Commercial air carrying passengers excluding “frequent flyers” or similar airline bonus award enplaning at Modesto CityCounty Airport/Harry Sham Field shall pay a PFC as approved by Federal Aviation Regulations (FAR) Part 158.
(a) Enplaned passenger by airline - $4.63 per ticketed passenger SECTION 9. ADVERTISEMENT CALLBOARD. Firms wishing to advertise in the airport passenger terminal shall have an approved agreement with the City of Modesto. A monthly charge shall be assessed for the use of the advertisement callboard as follows Display Size Display Only Display & Telephone

7.5” x 9.5” $21.00 $32.00

7.5” x 21” $42.00 $64.00
19” x 21” $53.00 $74.00
SECTION 10. MODESTO CITY-COUNTY AIRPORT BASED COMMERCIAL SERVICES Any person engaging in a commercial enterprise based at the Modesto City-County Airport/Harry Sham Field shall pay to the City a fee equivalent to the City Business License Fees set forth in Chapter 1 of Title 6 of the Modesto Municipal Code, except that a minimum fee of #13..
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Modesto City-County Airport Rates & Fees
Effective July 11, 2023 Attachment A
$100 will be paid for each aircraft sold, for the privilege of engaging in business in the City of Modesto and on the Airport. Said sum shall be payable at the time and in the manner provided for in Chapter 1 of Title 6 of the Modesto Municipal Code.

SECTION 11. FUEL FLOWAGE FEES. A fuel flowage fee of seven cents ($.07813) per gallon of fuel sold or dispensed on the Airport shall be collected for the City of Modesto by the fuel vendors, except that reduced fuel flowage fees collected from scheduled air carriers can be negotiated for volume purchases.

SECTION 12. TEMPORARILY BASED COMMERCIAL SERVICES. Any person engaging in a commercial enterprise, temporarily based at the Modesto City-County Airport/Harry Sham Field, shall pay to the City a license fee in the sum of two hundred and no/100ths ($200.00) dollars, payable in advance.

Each such operator shall also pay to the City as a minimum an additional sum of ninetysix and no/100ths ($96.00) dollars per month, or any portion thereof, payable in advance, for the privilege of using the Airport and its facilities.

SECTION 13. OFF-AIRPORT CAR RENTAL OPERATOR FEE. Off-airport operators picking up customers at the Modesto City-County Airport/Harry Sham Field will pay to the City of Modesto ten percent (10%) of gross receipt for each vehicle rental. Additionally, the operators will be assessed a parking fee at the same rate on-airport car rental operators are charged for vehicles left in the public parking area overnight.

SECTION 14. MOTOR VEHICLE STORAGE CHARGES. Any person who parks a motor vehicle in Terminal Building Parking Lots at the Modesto City-County Airport/Harry Sham Field shall pay eight and no/100ths ($8.00) dollars per day. #13..
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Modesto City-County Airport Rates & Fees
Effective July 11, 2023 Attachment A
SECTION 15. PENALTIES. A five percent (5%) per month penalty charge shall be made on any of the charges and fees established by this resolution when such charges and fees are not paid within thirty (30) days after they are due and payable. No penalties will be collected on the PFC.

SECTION 16. ADJUSTMENT OF RENTS, FEES AND CHARGES.

Rates and fees for the Airport may be adjusted from time to time by Resolution of the City Council.

For other than fair market value adjustments, said rents, fees, and charges shall be adjusted in the following manner: The base for computing the adjustment is the National Consumer Price Index for All Urban Consumers, West Urban Area, published by the United States Department of Labor, Bureau of Labor Statistics (“Index”), with a base year of 1982 – 1984 = 100 (“Beginning Index”). In no case shall the minimum rents, fees and charges be less than existing approved and adopted rents, fees and charges. #13..
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Modesto City-County Airport Rates & Fees
Effective July 1, 2024 Attachment B
SECTION 1. HANGARS. Rental charges for the rental of hangars at the Modesto CityCounty Airport/Harry Sham Field are hereby established as follows, payable in advance:
(a) T-Hangars and Storage Units as of July 2024 rounded to the nearest dollar:

Small T-Hangars $208 per month
(No electricity provided)
Hangar A Units 2-12
Hangar B Units 2-9
Hangar C Units 2, 3, 7
Hangar D Units 2-5 & 7-9
Small T-Hangars $243 per month
(Electricity provided)
Hangar A Unit 1
Hangar C Units 4-6
Hangar D Unit 6
Medium T-Hangars $259 per month
(No electricity provided)
Hangar B Units 1, 10
Hangar C Unit 8
Hangar D Unit 10
Medium T-Hangars $326 per month
(Electricity provided)
Hangar C Unit 1
Hangar D Unit 1
Hangar E Units 1-10
Hangar F Units 1-10
Hangar G Units 1-8, 10
Hangar H Units 1-8, 10
Hangar J Units 1-10
Hangar L Units 1-10
Large T-Hangars $383 per month
(Electricity provided)
Hangar G Unit 9
Hangar H Unit 9
Hangar K Units 2-6, 8-11
Large Modified Box Hangar $466 per month
(Electricity provided)
Hangar K Unit 1,7
#13..
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Modesto City-County Airport Rates & Fees
Effective July 1, 2024 Attachment B
Extra Large T-Hangars $553 per month
(Electricity provided)
Hangar I Units 1-8
Storage Units
Hangar G Storage Unit $58 per month
Hangar H Storage Unit $58 per month
Hangar I Storage Unit $151 per month
Hangar J Storage Unit $58 per month
Hangar L Storage Unit $58 per month
All T-Hangars leased under Section 1 subparagraphs (a) with no electricity which later have electricity installed will increase to the electricity provided rate with corresponding THangar size. (b) Corporate Executive Commercial Box Hangars
Hangar 1 $2,004 per month
Hangar 2 $1,632 per month
Hangar 3 $895 per month
Hangar 4 $1,525 per month
Hangar 5 $1,518 per month
Hangar 6 $895 per month
Hangar 7 $895 per month
(c) Portable Hangars and Land Lease
Portable Hangars 1-14 $82 per month
Land Lease - (per sq. ft.) $.066 per month
#13..
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Modesto City-County Airport Rates & Fees
Effective July 1, 2024 Attachment B
A five percent (5%) discount will be made in any of the above rental charges when a year’s lease is entered into and the year’s rental charges are paid in advance.

SECTION 2. AIRPORT KEYS
(a) Two (2) hangar keys and one (1) gate proximity card are included in initial lease
(b) $45.00 for each additional proximity card
(c) $45.00 for each additional hangar key
SECTION 3. TIE-DOWN FEES. Tie-down charges and fees at the Modesto CityCounty Airport/Harry Sham Field are hereby established as follows, payable in advance:
(a) Aircraft less than 12,500 lbs. maximum certificated gross landing weight Permanent $54 per month
Transient $9.50 per day
(b) Aircraft greater than 12,501 lbs. maximum certificated gross landing weight Permanent $91 per month
Transient $18 per day
A five-percent (5%) discount will be made in the rental charges set forth in Section 1 subparagraphs (a), (b), and (c), when a year’s lease is entered into and the year’s rental charges are paid in advance.

A volume discount may be given to Fixed Base Operators (FBO) that operate flight schools for light single and multi-engine aircraft (less than 12,500 lbs. of maximum certificated gross landing weight) for tie-down spaces as set forth in subsections (a) and (b) above. For every #13..
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Modesto City-County Airport Rates & Fees
Effective July 1, 2024 Attachment B
two tail-in spaces the FBO agrees to lease, one taxi-in tie-down may be leased for the same price as a tail-in tie-down.

SECTION 4. OFFICE SPACE. The monthly charge for office space(s) at the Modesto City-County Airport/Harry Sham Field are hereby established as follows:

Office Spaces/when …………………… $1.33 per sq. ft.

Utilities furnished by Airport
Office Building(s) 1 & 2 …………………… $1.12 per sq. ft.

Utilities furnished by Tenant
SECTION 5. TEMPORARY USE OF AIRPORT PASSENGER TERMINAL.

Organization and service providers desiring to temporarily use the passenger terminal will be charged a daily rate:
(a) Ticket counter …………………… $1.12 per sq. ft.
(b) Other areas …………………… $1.12 per sq. ft.

SECTION 6. UTILITY COST
(a) When electricity is provided, …………………… $.21 per sq. ft. an additional utility rate will
be included each month
SECTION 7. AIRCRAFT CARRYING PASSENGERS AND/OR CARGO FOR HIRE.

Aircraft landing at the Modesto City-County Airport/Harry Sham Field shall pay a landing fee as follows:
(a) All aircraft weighing less than 12,500 lbs. maximum certificated gross landing #13..
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Modesto City-County Airport Rates & Fees
Effective July 1, 2024 Attachment B
weight - $0.00 per landing
(b) All aircraft weighing greater than 12,501 lbs. maximum certificated gross landing weight – $1.20 per 1,000 pounds per landing
(c) All transient aircraft owned and operated by individuals, companies, and corporations carrying their own products shall not be charged for the first two (2) trips per calendar months. All other trips for the same calendar month shall be charged at the same rates applied to nonscheduled aircraft carrying cargo for hire. (d) No landing fee shall be charged for any aircraft, which lands at the airport due to any mechanical or other emergency, except weather, provided that such emergency is reported to the Airport Control Tower prior to landing.

7.5” x 9.5” $21.00 $32.00

7.5” x 21” $42.00 $64.00
19” x 21” $53.00 $74.00
SECTION 10. MODESTO CITY-COUNTY AIRPORT BASED COMMERCIAL SERVICES Any person engaging in a commercial enterprise based at the Modesto City-County Airport/Harry Sham Field shall pay to the City a fee equivalent to the City Business License Fees set forth in Chapter 1 of Title 6 of the Modesto Municipal Code, except that a minimum fee of #13..
- 210 -
Modesto City-County Airport Rates & Fees
Effective July 1, 2024 Attachment B
$100 will be paid for each aircraft sold, for the privilege of engaging in business in the City of Modesto and on the Airport. Said sum shall be payable at the time and in the manner provided for in Chapter 1 of Title 6 of the Modesto Municipal Code.

SECTION 11. FUEL FLOWAGE FEES. A fuel flowage fee of eight cents ($.08094) per gallon of fuel sold or dispensed on the Airport shall be collected for the City of Modesto by the fuel vendors, except that reduced fuel flowage fees collected from scheduled air carriers can be negotiated for volume purchases.

SECTION 14. MOTOR VEHICLE STORAGE CHARGES. Any person who parks a motor vehicle in Terminal Building Parking Lots at the Modesto City-County Airport/Harry Sham Field shall pay eight and no/100ths ($8.00) dollars per day. #13..
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Modesto City-County Airport Rates & Fees
Effective July 1, 2024 Attachment B
SECTION 15. PENALTIES. A five percent (5%) per month penalty charge shall be made on any of the charges and fees established by this resolution when such charges and fees are not paid within thirty (30) days after they are due and payable. No penalties will be collected on the PFC.

SECTION 16. ADJUSTMENT OF RENTS, FEES AND CHARGES.

Rates and fees for the Airport may be adjusted from time to time by Resolution of the City Council.

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 4, 2024
Date: May 14,2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Award Safe Street and Roads for All Agreement
CONTACT: Max Navarro, Associate Engineer, [email protected], 209-571-5116 DESCRIPTION:

Consider approving an Agreement for Safe Streets and Roads for All to Alta Planning + Design Inc. of Oakland CA to analyze roadway accidents for a total amount not to exceed $1,104,326 over a two-year period. (Funding Source: Safe Streets for All Grant and Local Measure L) STRATEGIC PLAN ELEMENT:

This item is consistent with Council’s Strategic Commitment Area of Focus “Quality of Life Goals and Strategies”; engage partners across the community to ensure the safety, resilience, and attractiveness of Modesto; Goal A: “Improve community safety and quality of life through a combination of prevention and intervention efforts that address safety and it’s underlying issues.”
BACKGROUND:

The Bipartisan Infrastructure Law1 (BIL) established a new Safe Streets and Roads for All (SS4A) Grant program with $5 billion in appropriated funds over the next five years. The SS4A program funds regional, local, and Tribal initiatives through grants to prevent roadway deaths and serious injuries. The primary goal of SS4A grants is to improve roadway safety by supporting communities in developing comprehensive safety action plans based on a “Safe System Approach”, and implementing projects and strategies that significantly reduce or eliminate transportation-related fatalities and serious injuries involving pedestrians, bicyclists, public transportation, commercial vehicle operators, and motorists.

On May 2, 2023, by Resolution No. 2023-204, Council accepted the grant funds and directed staff to proceed with developing a comprehensive plan.

DISCUSSION:

The City of Modesto’s (City) Traffic Engineering Division applied for this grant as approved by Council at the September 13, 2022 meeting by Resolution No. 2022-381. The Traffic 1 https://www.fhwa.dot.gov/bipartisan-infrastructure-law/ #14..
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City Council, June 4, 2024
Award Safe Street and Roads for All Agreement

Page 2 of 3 ends

Engineering Division posted a public call for statements of qualifications and proposals to have a consultant develop a comprehensive action plan. The request was posted publicly on December 26th, 2023, and proposals were opened February 6th, 2024. Using a qualificationsbased selection process, Alta Planning + Design Inc. was selected to be recommended for the agreement. The SS4A action plan will identify and prioritize improvement projects so the City may be qualified for consideration of funding by the Safe Street and Roads for All Grant Program.

SS4A funding received as part of this action plan grant will be used to update an existing Local Road Safety Plan into a comprehensive action plan to address Modesto’s roadway safety issues. This plan will include the implementation of a safety task force made up of a diverse group of individuals including City officials, residents, engineers, law enforcement, neighborhood associations, school district officials, and public engagement stakeholders. The plan will also provide a detailed data driven approach to safety analysis by using crash-based data analysis & mapping with a focus on locations where a fatality or serious injury has occurred or where the data indicates one could occur in the future. The plan will also analyze crash data disparities by economic, racial factors, and use safety analysis to identify areas of risk which are underrepresented in the crash data due to underreporting. The City would also use a data driven approach for engagement and collaboration by using community near miss reporting tools to identify risks which are not yet present in the crash data at a data driven and systemic level. Staff will also incorporate review of current standards and policies, particularly those around neighborhood traffic calming, speed reduction, enforcement technology, and signalization technology to improve transportation safety. The plan intends to use safety analytics information to inform more comprehensive project planning in preparation for an implementation grant in the future.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow the formal bid procedures. An Award of Proposal and Agreement for Consulting and Planning for Public Works Department use to Alta Planning + Design, Inc., Oakland, CA, conforms to the Modesto Municipal code because the City complied with the formal bid procedures and Alta Planning + Design Inc. was the highest ranked proposal based on the evaluation criteria.

After Council approval, this action will authorize the City Manager, or his designee, to execute the contract.

FISCAL IMPACT:

The City was granted $1,000,000 from the SS4A grant program which required a 20% match by the receiving agency. The City’s 20% match is $250,000 for the SS4A funds for a project total of $1,250,000. The match funding requirement will come from available Measure L Funding in the Traffic Management category. The budget for the grant and local match funding is budgeted in Project 101482.
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City Council, June 4, 2024
Award Safe Street and Roads for All Agreement

Page 3 of 3 ends

ANTICIPATED EXPENDITURES Total
Contract $1,003,933
Contingency (10%) $100,393
Admin City Staff $145,674
TOTAL ANTICIPATED EXPENDITURES: $1,250,000
COMMITTEE RECOMMENDATION:

This project was presented to the Safety and Communities Committee on May 13, 2024, and was recommended to forward to Council for approval.

CEQA/NEPA REQUIREMENTS:

This is not an infrastructure project. When projects are developed from the Action Plan, appropriate environmental paperwork will be completed for each project.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution awarding the Safe Streets and Roads for All Agreement to Alta Planning + Design, Inc. of Oakland, CA, in the amount of $1,003,933 and a 10 percent contingency amount of $100,393 for the total amount not to exceed $1,104,326, and authorizing the City Manager, or his designee, to execute the agreement.

Approved by:

Bill Sandhu, Director of Public Works
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Agreement with Alta Planning + Design, Inc.

3. Cost Abstract

4. Scoring Abstract

5. Authorization to Request Proposals

6. RFP for Awarding Proposer
#14..
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1 2024-

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION AWARDING THE SAFE STREETS AND ROADS FOR ALL
AGREEMENT TO ALTA PLANNING + DESIGN, INC OF OAKLAND, CA, IN THE AMOUNT OF $1,003,933 AND A 10 PERCENT CONTINGENCY AMOUNT OF $100,393 FOR A TOTAL AMOUNT NOT TO EXCEED $1,104,326, AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE

THE AGREEMENT
WHEREAS, the Bipartisan Infrastructure Law1 (BIL) established a new Safe Streets and Roads for All (SS4A) Grant program with $5 billion in appropriated funds over the next five years; and
WHEREAS, the primary goal of the SS4A grants is to improve roadway safety by supporting communities in developing comprehensive safety action plans based on a “Safe System Approach”, and implementing projects and strategies that significantly reduce or eliminate transportation-related fatalities and serious injuries involving pedestrians, bicyclists, public transportation, commercial vehicle operators, and motorists; and
WHERES, the City’s Traffic Engineering Division applied for this grant as approved by Council at the September 13, 2022 meeting by Resolution No. 2022-381; and
WHEREAS, the Traffic Engineering Division posted a public call for statements of qualifications and proposals to have a consultant develop a comprehensive action plan.

The request was posted publicly on December 26th, 2023 and the proposals received were publicly opened at 11:00 a.m. on February 6, 2024, and later evaluated by the Director of Public Works for the consideration of Council; and
1 https://www.fhwa.dot.gov/bipartisan-infrastructure-law/ #14..
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2 2024-
WHEREAS, the Director of Public Works has recommended that the proposal of $1,003,933 received from Alta Planning + Design, Inc be accepted as the highest rated proposal received and that the contract be awarded to Alta Planning + Design, Inc; and WHEREAS, Modesto Municipal Code (MMC) Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services, to follow the formal bid procedures. An award of agreement for Alta Planning + Design conforms to the MMC because the City complied with the formal bid procedures and Alta Planning + Design was the highest ranked proposal based on the evaluation criteria.

NOW, THEREFORE BE IT RESOLVED, by the Council of the City of Modesto that it hereby approves the plans and specifications, accepts the bid in the amount of $1,003,933, and a 10 percent contingency amount of $100,393 for a total amount not to exceed $1,104,326, and awards Alta Planning + Design, Inc the contract for the Safe Street and Roads for All agreement.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute the Agreement, in a form approved by the City Attorney. #14..
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3 2024-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of June, 2024, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: ?
NOES: Councilmembers: ?
ABSENT: Councilmembers: ?
ATTEST:

DIANE NAYARES-PEREZ, CMC, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY:

JOSE M. SANCHEZ, City Attorney
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1 AGREEMENT #271024

FOR CONSULTANT SERVICES FOR ACTION PLAN FOR SAFE STREETS AND ROADWAY FOR ALL (SS4A)
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2024, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and Alta Planning + Design, Inc., a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that consultant services are needed to prepare an Action Plan for Safe Streets and Roadway for All (SS4A) for the City Public Works Traffice Engineering.

B. Consultant represents that it is qualified, willing and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "Project".

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

City hereby gives Consultant notice to proceed with the preparation of the Project, as of the Effective Date of this agreement. Consultant shall diligently proceed with the completion of the Project within the time period set forth in Exhibit "A".

3. COMPENSATION.
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2 Consultant agrees to accept a sum not to exceed $1,003,933. as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" , except that additional services may be compensated as described below.

The Compensation shall be paid pursuant in the manner and at the times set forth below:

City shall pay Consultant on a percent complete basis for all work called for in Exhibit “A” to this Agreement. Consultant shall submit monthly invoices to City which include detailed task progress, “Amount Previously Billed”, the “Amount of this Invoice” and the “Amount Billed to Date” for all work completed, and detailed receipts for any reimbursable expenses paid by Consultant and identified in Exhibit “B” or approved by the City in writing.

City shall pay Consultant “Net 30 terms via CITY’s ePay Program.

Additional services may be authorized by the City Manager in an amount up to, but not to exceed 10% of the agreed maximum compensation, or $100,393. In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed $1,104,326. If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved prior to commencing the work.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, #14..
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3 render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Jeff Knowles will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that percent 60% or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City upon payment to Consultant, and may be used by City as it may require without any additional cost to City. In the event of any Consultant documents are subsequently used, reused and/or modified in any respect without Consultant’s involvement and oversight, the Client hereby agrees to release, indemnify, and hold Consultant, its officers, employees, and consultants harmless against any claims or damages arising from the reuse or modification of said documents.

No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use. #14..
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4 All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

7. NEWS AND INFORMATION RELEASE.

Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from the City Manager.

8. CONFLICT OF INTEREST.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the Consultant in the performance of this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

This Agreement, including the Exhibits attached hereto, may be amended only by a writing signed by both Parties. City will not be responsible to pay any charges Consultant may incur in performing services not identified in Exhibit ‘A’ unless first authorized by the City in writing

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Except as City may specify in writing, Consultant has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to #14..
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5 exercise any rights or power vested in the City. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine and control the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever. It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned, other than noted in Exhibit ‘A’, without the express prior written consent of the City in each and every instance. #14..
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6 12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. Consultant shall furnish a warranty of such right to use to City at the request of City.

13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon delivery provided that such are delivered in accordance with the provisions of this Section.

Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains confirmation of delivery; or (c) certified pail, return receipt requested, if delivery is confirmed by a return receipt; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: Jeff Knowles, AICP
Address: 304 12th Street, Suite 2A
Oakland, CA 94607 _________
Phone: (510) 788-6878
Email: [email protected]
With copy to Contracts Department
101 SW Main St, Suite 2000
Portland, OR 97204
[email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Max Navarro
Phone: (209) 571-5116
Facsimile: (209) 571-5575
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such #14..
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7 insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City via PINS Advantage Insurance Program, for all of the following stated insurance policies.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for nonpayment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(b) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
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8 (c) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation #14..
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9 waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number.

For any claims related to this project, the CONSULTANT’s insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

Termination for Default
In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance.

Within 10 days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

Termination by City for Convenience
City may cancel this Agreement at any time, with or without cause, upon written notification to Consultant.

Post-Termination Procedure
Upon receipt of a written notice of termination, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated;
c. If directed in writing by the City to do so, assign all right, title and interest #14..
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10 in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City; f. Complete performance of such part of the Project as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Project and/or property related to the Project;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project.
i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Consultant for work actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
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11 a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials; b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

16. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

Consultant's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

17. DISPUTE RESOLUTION.

Venue for all claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this #14..
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12 Agreement, including the determination of the scope or applicability of this contract provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

18. ATTORNEYS’ FEES.

If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement.

20. PARTIAL INVALIDITY.

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

21. WAIVER.

The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

22. AUDIT.

The City's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant's charges to City under this Agreement.
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13 Consultant agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for Consultant services. City's representative shall have the right to reproduce any of the aforesaid documents.

23. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.

24. HEADINGS NOT CONTROLLING.

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

25. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws. Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license. #14..
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14 IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2024- , adopted by the Council of the City of Modesto on the day of , 2024, and Alta Planning + Design, Inc has caused this agreement to be duly executed as of the Effective Date. #14..
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EXHIBIT B

PRICE SCHEDULE
Description Amount
Modesto Comprehensive Safety Action Plan $840,493.

Optional Task 7.1 Safety Education Campaign
Pilot – Labor
$150,940.

Optional Task 7.1 Safety Education Campaign
Pilot – Travel & Materials
$12,500.

Totals $1,003,933.00
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RFP No. 2324-64 - Safe Streets For All grant consultant selection.

Project will develop an action plan to reduce fatal and serious traffic collisions within the City of Modesto by analzying traffic data and collision history. Project will identify improvement projects set forth as the most beneficial for the community and aligned with the City of Modesto priorities.

Max
Score
TJKM
Minegar &
Associates
Alta Planning
GHD
Requirements - Primary Selection Criteria - 100 total points possible Experience:

1. Years of experience of consulting and/or their principals for transportation engineering, traffic collision reduction action plan creation and modeling. If experience is lacking; explanation by consultant as why firm should be selected.

2. Broad character and scope of past projects.

3. Experience with Federal, State, and Locally funded projects.

4. Experience of proposed team members in projects of similar magnitude, design requirements and complexity, within the past five years.

5. Identify each team member’s involvement in the specific project listed and with which firm they were employed when the work was done.

6. History of repeat business with clients within the last five years.

Designate the previous (within the past five years) contracts with the City of Modesto. 50 40 37 42 37
Analysis:

1. Originality, creativity, and soundness of approach to traffic collision reduction action plan creation and modeling.

2. Demonstrate management and organizational ability as it relates to time management, scheduling, City staff/client relationships, etc., and the ability to meet deadlines.

3. Ability to execute complete, clear, and concise reports and produce a quality work product. 15 11 10 12 12
General:

1. Location of consultant in relation to the City of Modesto.

2. Size of consultant and available staff as appropriate for the required traffic collision reduction action plan creation and modeling.

3. Consultant reputation as it relates to principles, credibility, and attitude. 35 27 20 28 24
Total Score 100 78 67 82 73
The Score for each is the AVERAGE of all committee member's scoring.

Ranking 2 4 1 3
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WORK PROPOSAL IN RESPONSE TO RFP NO. 2324-64
Grant Administration for
Safe Streets and
Roads for All
FEBRUARY 6, 2024

PREPARED FOR THE CITY OF MODESTO

PUBLIC WORKS DEPARTMENT
BY ALTA PLANNING + DESIGN, INC.

IN ASSOCIATION WITH

FEHR & PEERS
O’DELL ENGINEERING
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Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC. ALTA PLANNING + DESIGN, INC. #14..
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ALTA PLANNING + DESIGN, INC. Safe Streets and Roads for All 1 Mark G. Murphy, PE
Engineer, City of Modesto
P. O. Box 642
Modesto CA 95353
(209) 577-5431
[email protected]
RE: RFP No. 2324-64 Grant Administration for Safe Streets and Roads for All Dear Mr. Murphy, Mr. Navarro, and Members of the Selection Committee:

Alta Planning + Design, Inc. (Alta) is committed to continuing our relationship with the City of Modesto (City) to further your efforts to make the city’s streets safer for all users by developing a Comprehensive Safety Action Plan. We will apply our extensive experience creating action plans that foster strategic partnerships, coordinate and equitably engage the public and key stakeholders, and identify actions—both large and small. The plan will be the foundation for achieving zero traffic deaths and severe injuries in Modesto. We offer uniquely experienced staff to provide the tools, coordination, engagement, documentation, and recommendations to bring about a meaningful Comprehensive Safety Action Plan that will enable the City to compete for future capital grants.

Alta, in partnership with Fehr & Peers (FP) and O’Dell Engineering (OE), provides a team that brings national expertise, deep capacity, specialized skills, and strong local knowledge to deliver this Comprehensive Safety Action Plan. Our team includes planners, engineers, designers, engagement specialists, data analysts, graphic designers, consensus builders, grant writers, and a deep bench of additional technical support. We are ready to work seamlessly with the City to produce holistic, measurable results.

The following summarizes why the Alta team is the best candidate to support the City:
• Local Experience: The Alta team is excited to help advance the City’s commitment to Complete Streets and safety through this project.

Alta led the City of Modesto’s Non Motorized Transportation Plan and School Safety Program Study. Fehr & Peers and O’Dell Engineering led the City’s Systemic Safety Analysis Report Program. We see the Comprehensive Safety Action Plan as an extension of these plans and an opportunity to refine recommendations and prioritize implementation. • Safety Expertise: At Alta, we know safety. We have completed hundreds of safety-focused projects across the country and are known for our development and implementation of national multimodal safety guidelines and for vulnerable user research for the Federal Highway Administration, National Cooperative Highway Research Program, and the US Department of Transportation. We bring an acute awareness of the needs and current environment of vulnerable users in planning and infrastructure design and have experience building consensus, understanding behavioral change, identifying appropriate countermeasures, and defining ambitious yet realistic goals. • Robust Analytics: Alta is uniquely qualified in the specialty of transportation safety analytics and we have developed numerous systemic safety analyses. In addition to assessing existing data, our team can use predictive modeling for proactive decision-making. We continue to stay current on the rapidly changing field of transportation analytics, and we can translate complex data into an engaging story. We have leveraged this expertise to propose several optional analytics tasks that can enable Modesto to better identify latent safety issues, increase competitiveness for implementation grant funding, and enable the City to track and share progress with stakeholders and residents.
• Implementation Focused: We understand how to get projects funded and our approach to this plan will help you secure Safe Streets and Roads for All (SS4A) demonstration and implementation funding, as well as other federal and state grant opportunities. Our team has assisted jurisdictions in acquiring more than $1 billion in grant funding, including hundreds of millions from federal sources. To date, six of Alta’s Safety Action Plans for communities across the country were awarded Demonstration and Implementation Grants in the 2023 SS4A grant cycle, including $10 million in implementation funds to El Paso and $8 million for Knoxville. Similarly, our teammates FP have helped over a dozen communities comply with SS4A program requirements and secure Implementation Grants including $29 million awarded to Contra Costa Transportation Authority – the largest award in California. We bring this proven track record and deep commitment to practical results and implementation to Modesto’s SS4A project.

Our team is prepared and well qualified to create and implement the City of Modesto’s Comprehensive Safety Action Plan. Please contact me at (302) 745-6096 or [email protected] to discuss our qualifications.

Sincerely,
Jennifer Baldwin
Principal-in-Charge
Alta Planning + Design, Inc.

FEBRUARY 6, 2024
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2 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC.

Table of Contents
Chapter 1 Consultant Experience......................................................................3 Firm Profiles..............................................................................................................................10 Work Experience.....................................................................................................................16 Chapter 2 Project Manager............................................................................. 22 Chapter 3 Other Key Project Staff ................................................................. 25 Chapter 4 Additional Information.................................................................... 31 Proposed Scope of Work...................................................................................................... 31 Project Schedule.................................................................................................................... 39 Chapter 5 Conflict of Interest Statement ..................................................... 40 Chapter 6 Litigation .............................................................................................41 Chapter 7 Consultant Agreement.................................................................. 42 Chapter 8 Federal-Aid Provisions...................................................................43 Alta’s approach to transportation safety planning is based on our mission of creating sustainable and active
communities. Active communities are healthy places
providing options for safe travel regardless of the way people move.

Our team consists of transportation, engineering, and
community engagement professionals who have experience
working directly with Modesto and are excited for the
opportunity to help the City advance its transportation network.

Our team will bring a fresh perspective to this
Comprehensive Safety Action Plan while building on work that has already been done to advance safety and mobility in Modesto and create better travel experiences for all while being responsive to local contexts.

We understand the opportunities and challenges associated with building a foundation to achieve zero traffic deaths and severe injuries, and are able to adapt our process to meet community and stakeholder needs.

THE ALTA TEAM APPROACH
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Consultant
Experience
01 #14..
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3 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC.

The Alta team offers a fully-staffed roster of experts with a broad array of skill sets needed to develop the Modesto Comprehensive Safety Action Plan. We have built a comprehensive team to partner with you to achieve your vision.

The Alta team will leverage our understanding of federal funding and the SS4A program so the Modesto Comprehensive Safety Action Plan meets eligibility requirements and identifies competitive projects for implementation grant funding.

Safe Streets and Roads for All Expertise
Alta’s Specialized Expertise
LEADERSHIP COMMITMENT +

GOAL SETTING

PLANNING STRUCTURE

SAFETY ANALYSIS
ENGAGEMENT + COLLABORATION

EQUITY CONSIDERATIONS
POLICY + PROCESS CHANGES

STRATEGY AND PROJECT SELECTIONS
PROGRESS + TRANSPARENCY
Alta’s approach to developing Modesto’s
Comprehensive Safety Action Plan
will be informed by our experience
implementing federally funded projects
and our experience working with
Modesto and its key stakeholders.

The Alta Team
Length of time in business: 28 years
Office Addresses: Alta’s team will primarily work out of our Oakland office, while also utilizing our national team of safety experts.

BASE OF OPERATIONS:

Oakland, CA - 35%
304 12th Street, Suite 2A
Oakland, CA 94607
Category: Planning + Safety
Los Angeles, CA - 30%
617 W. 7th Street, Suite 1103
Los Angeles, CA 90017
Category: Planning + Engineering
Seattle, WA - 15%
1402 Third Avenue, #206
Seattle, WA 98101
Category: Civic Data Analytics
Baltimore, MD - 10%
800 S. Broadway
Baltimore, MD 21231
Category: Planning + Safety
Charlotte, NC - 5%
508 West 5th Street, Suite 100
Charlotte, NC 28202
Category: Traffic Engineering
Portland, OR - 5%
101 SW Main Street, Ste. 2000
Portland, OR 97204
Category: Graphic Design
Alta Principals:

Adrian Esteban
Alia Awwad
Ashley Haire
Brett Hondorp
Britt Storck
Beth Flanagan
Brandon Gonzalez
Caitlin Rasmussen
Cathy Cibor
Colin Harris
David Foster
Hannah Day-Kapell
James Powell
Jean Crowther
Jeff Knowles
Jennifer Baldwin
Kate Whitfield
Katie Mangle
Matt Hayes
Mike Repsch
Mike Rose
Natalie Lozano
Robert Kron
Sam Corbett
Steven Frieson
Vincent Hellens
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ALTA PLANNING + DESIGN, INC. Safe Streets and Roads for All 4 Alta Safety Expertise
Safety is our mission.

Alta is a sustainable transportation consulting firm dedicated to creating active, healthy communities through planning, landscape architecture, engineering, and education/
encouragement programs. Alta’s work is centered on people, regardless of the way they move, providing our clients with specialized expertise to create effective safety action plans.

Alta is a national leader in safety,
helping clients across the country
develop and implement roadway
safety action plans.

We guide our clients through the planning process, creating momentum for and a culture of prioritizing safer streets and roadways for all. Together, we set up leadership systems to see that partners, stakeholders, and the public are engaged throughout the development of the plan and beyond. We
elevate equity as a primary element of opportunity and
develop comprehensive safe systems recommendations that consider policy, programs, and design, recognizing that it takes an “all in” approach to achieve true systemic safety.

MEETING DISADVANTAGED BUSINESS ENTERPRISE
(DBE) GOALS
Alta is highly experienced with meeting DBE goals, and
regularly teams with certified DBE subconsultants on a variety of complex projects. We make an earnest effort to identify DBE consultants and services for our teaming arrangements, and we have a deep bench of DBE teaming partners that we have a positive working relationship with, and also have had great success working with new DBE collaborators when
needed. A significant volume of our projects require DBE goals and we are highly confident in our ability to meet such goals. While we have not identified a DBE subconsultant to join our team for this project, we are open to working with the City of Modesto to facilitate an arrangement if desired.

Listening and engaging with all roadway users
♦ Equitable Engagement
♦ Consensus-building
♦ Team Roadway Audits
Completing the right kind of data analytics
♦ Systemic + Predictive Analyses
♦ Crash Profiles
♦ High Injury Network
Developing implementable projects ready for
funding
♦ Countermeasure Matching + Design
♦ Demonstration Projects
♦ SS4A Implementation Project Preparation
Initiating Campaigns and Programmatic Activities
♦ Branding + Graphic Design
♦ Data-driven Messaging + Behavior Change Philosophy
♦ Evaluation Metrics
Alta’s “all-in” Safety Approach

INCLUSIVE ENGAGEMENT
The guiding principle of this process is clear: engagement should be inclusive, equitable, and representative. The Alta team is experienced in incorporating equity into all aspects of SS4A projects, from engagement to prioritization. Engagement will serve as a continuous feedback loop, providing input throughout the Plan. We know we can deliver a truly inclusive Plan for the City of Modesto, given our proven meaningful and award-winning engagement services, as well as our
unmatched team members’ commitment to delivering
equitable Plans.
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5 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC.

Local Experience
As one of Alta’s priority clients, we have delivered a range of projects for the City of Modesto. Our past experience includes the following projects:
• School Safety Program Study | 2020-2023
• Modesto Junior College Bicycle Path ATP Cycle 1 | 2020 • ATP Grant Writing Cycle 4 | 2018
• Non-Motorized Transportation Plan | 2018-2023
• Paradise Road Transportation & Safety Analysis | 2018-2019 • Civil Engineering On-Call Services | 2017-2021
• Claus Road Cycle Track Peer Review and Signal Design | 2016-2018 Nationwide Safety
Expertise
Alta has experience developing safety action and
implementation plans in a wide range of communities
across the country.
• Sacramento Vision Zero Safety Campaign, CA
• Ojai Bicycle and Pedestrian Safety Improvements, CA
• Visalia Traffic Safety Action Plan, CA
• Bakersfield Bicycle and Pedestrian Safety Plan, CA
• Nashville Vision Zero Action Plan, TN
• Palo Alto Traffic Safety & Bicycle Boulevard Projects, CA • El Paso Vision Zero Action Plan, TX
• Memphis Pedestrian Safety Plan, TN
• LADOT Vision Zero Education Campaign, Los Angeles, CA • Met Council Regional Safety Action Plan, Minneapolis, MN • Madison MPO Safety Action Plan, WI
• Roanoke Traffic Safety Campaign, VA
• MnDOT Pedestrian Safety Improvements, Statewide, MN
Madison MPO Safety Action
Plan, WI
LADOT Vision Zero
Education Campaign
Sacramento Vision Zero Safety
Campaign
Nashville Vision Zero
Action Plan
MADISON MPO HIN (2017 - 2020)

BIKE PED FATALITY AND INJURY COLLISIONS AT

ANALYZED LOCATIONS IN RELATION TO HIN

MADISON MPO

SAFETY ACTION PLAN

SAFETY ASSESSMENT
Data provided by Greater Madison MPO and the University of Wisconsin TOPS Lab. Date saved: 5/28/2023. 0 2 4 MILES
HIN Roadway or
Intersection Segment
Intersection or Segment
with Bike/Ped EPDO
Ranking in Top 20%
Intersection or Segment
with Bike/Ped KA
Collision
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Jeff brings 15 years of experience managing multi-disciplinary teams of planners, landscape architects, and engineers, to assist over 100 local governments and regional agencies in the planning, fundraising, design, and construction of trails, bikeways, and pedestrian safety countermeasures. Jeff
has managed award-winning plans and helped secure over
$106 million in grant funding for his clients. As a father of an elementary school child who is learning how to bicycle, Jeff is passionate about creating Safe Routes to School and comprehensive street safety in all the communities he serves.

Jennifer offers 18 years of experience delivering products and services that focus on quality, innovation, and client communication. Having managed bicycle and pedestrian
programs at both the state and local level, she brings a unique perspective to comprehensive master planning, public outreach, and project implementation. Her expertise includes downtown mobility, active transportation planning, corridor analysis, and inclusive public engagement.

Firm Principal Spotlight
Subconsultant
Fehr & Peers is a multimodal transportation planning and engineering firm headquartered in Walnut Creek, serving the Central Valley through their office located in Stockton. Fehr & Peers is passionate about transforming transportation consulting through innovation and creativity. They use the latest research and innovative technology to engage and improve communities through knowledge to develop implementable plans and policies that address the needs of all transportation system users. Fehr & Peers staff are national experts in bicycle and pedestrian planning, safety, and engineering.

From Comprehensive Safety Action Plans and Vision Zero safety implementation to complete streets planning and innovative bicycle design, Fehr & Peers planners and engineers strive to enhance circulation, increase safety, and provide better active transportation solutions for our clients. They know how solid planning and innovative transportation solutions can benefit where people live and work, and have a deep bench of internal expertise.

Fehr & Peers staff are nationally recognized experts who focus on their employees, clients, and communities.

PRIORITIZING EQUITABLE SAFE SYSTEMS
Fehr & Peers is an industry leader in planning for multi-modal safety, and they partner with public agencies and communities to understand and shape mobility. Safe, healthy, and equitable mobility for all is their core driving philosophy in developing transportation safety plans and programs. Their staff hold leadership positions on national safety committees, including the ITE Safety Council, the ITE Complete Streets Council, the ITE Vision Zero Task Force, and several other safety, bicycle, and pedestrian TRB committees. Over the past decade, they have worked with over 100 jurisdictions in California alone on multi-modal safety planning.

When Fehr & Peers creates safety plans and strategies in partnership with clients, they identify data-driven improvements that are both responsive and initiative-taking in equitably addressing safety across a community. They embrace the role of shared responsibility in a safe system, and look for enhancements to roadway design, user behavior, crash response, and community care. Their designers and planners work at the national and international forefront of constantly evolving safety technology, policies, and design guidelines to push the safety practice forward.

Several of their safety staff members are certified Road Safety Professionals (RSPs), bringing resolute and specialized safety expertise to our projects.

Fehr & Peers also understands that developing a safety plan is the first step in creating safer communities, and they work with clients to prepare competitive grant proposals for funding safety projects including preparing applications for the new Safe Streets and Roads for All grant program. After implementation, their team partners with clients on evaluation and safety accountability efforts, developing a nuanced understanding of what makes the biggest difference for local safety needs.

Jeff Knowles, AICP
Project Manager, Principal
Jennifer Baldwin
Principal-in-Charge
ALTA PLANNING + DESIGN, INC. Safe Streets and Roads for All 6 #14..
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7 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC.

Length of time in business: 39 Years
Office Addresses from which services will be supported, percentage of work, and/or category of work to be
performed in each office:

Walnut Creek, CA - 90%
100 Pringle Avenue, STE 600
Walnut Creek, CA 94590
Category: Project Management & Data Analysis
Stockton, CA - 10%
343 E. Main Street, STE 608
Stockton, CA 95202
Category: Local Expertise & Community Engagement
Fehr & Peers Principals (full list): Fehr & Peers has over 60 Principals, each dedicated to their specializations and the services they can provide to communities of every size and background.

Aaron Gooze
Adrian Engel
Anjum Bawa
Ann Bowers
Anna Luo
Ariel Davis
Bill Burton
Billy Hattaway
Bob Grandy
Bonnie Nelson
Carrie Modi
Charlie Alexander
Chelsea Richer
Chris Breiland
Chris Mitchell
Christine Shields
Claude Strayer
Dan Grayuski
Dana Weissman
Dave Robinson
Don Cairns
Eric Womeldorff
Erin Ferguson
Franziska Church
Fred Choa
Geoff Rubendall
Ian Barnes
Jason Miller
Jason Pack
Jeremy Klop
Jerry Walters
John Gard
John Muggridge
Jon Nepstad
Josh Peterman
Julie Morgan
Kathrin Tellez
Katy Cole
Kendra Breiland
Kristin Calia
Kwasi Donkor
Lysa Wollard
Maria Vyas
Matt Benjamin
Matt Goyne
Matt Haynes
Matthew Ridgway
Meghan Mitman
Fehr & Peers (continued)
Local Experience
While Fehr & Peers staff are national experts in multimodal safety, they are also regular collaborators with the City of Modesto. Firm staff have established relationships with key agency and community stakeholders who will be instrumental in the successful development and implementation of the City of Modesto’s Comprehensive Safety Action Plan. Some of their key local projects include:
• Modesto Systemic Safety Analysis Report & Local Road Safety Plan
• Merced County Association of Governments Local Roadway Safety Plan & Active Transportation Plan
• Highway 59 Widening & Highway 59 Black Rascal Bridge
Project
• Caltrans Safe System Implementation Technical Assistance In collaboration with Alta, Fehr & Peers will bring in-depth local experience and national best practices in the Safe System Approach, multimodal safety planning, and design.
5 101
15 40
10 8
5 5
California
Stanislaus County
Elk Grove
Caltrans (SR 49)
Caltrans (SR 70)
Modesto
West Hollywood
Los Angeles
Auburn
Auburn StocktonStockton
Colusa Racheria
San Diego
County
Daly City
Sunnyvale
Berkeley
Vallejo
Contra Costa County
Pittsburg
San Francisco Oakland
Los Angeles
Sacramento
Culver City
Solano County
Montclair
Modesto
Sunnyvale
Moreno Valley
Lancaster
Marin County
Orange County
Alameda County Newark
Santa Ana
Merced County
Mountain View
Fresno
Ceres
UC Merced
Arroyo Grande
Santa Maria
Bakersfield
Delano
Monterey
Los Angeles
Ventura Santa Barabara Burbank
Cudahy
Lynwood
Downey
Compton
Hermosa Beach Lomita
Beverly Hills Westwood Village
S. Pasadena Monterey Park Montebello
Chula Vista
El Cajon
Encinitas
San Marcos
Moreno Valley
Irvine
Orange County
El Monte
La Puente
Pomona
Riverside
San Bernardino
Rancho Cucamonga
Brawley
Calexico
Palo Alto
Redwood City San Carlos
Mill Valley
Hercules
San LeandroSan Ramon
Pleasant Hill
Walnut Creek
Hayward
CalistogaCalistoga El Dorado County
Redding
Richmond
El Cerrito
Culver City
Laguna Beach
San Clemente
Westminster
King City
Los Gatos
Saratoga
Tuolumne County
Mariposa
San Bernardino County
Woodland
San Jacinto
Vista
Lake Elsinore Canyon Lake
Fremont
Oakland
El Cerrito
Oxnard
San Jacinto
San Pablo
San Jose
Chico
Calaveras
County
San Joaquin
Valley
Baldwin Park
Fairfield
Concord
Emeryville
Oceanside

Other Safety Projects
Vision Zero
Systemic Safety Analysis Report
Safe Routes to School
Pedestrian Safety Assessment
Comprehensive Safety Action Plans
Local Road Safety Plan
HSIP Grant Applications
Complete Streets Safety Assessment
KEY

OUR MULTIMODAL SAFETY EXPERIENCE
in California runs deep. We have worked
with hundreds of cities and counties, as well
as the State of California, to help solve some
of the most pressing roadway safety issues
facing our communities. Our experience
includes robust data collection and
analysis, project identification and design,
policy development, and funding support.
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Firm Principal Spotlight
Meghan Mitman will serve as the Principal in Charge for Fehr & Peers staff. Meghan is Fehr & Peers’ Regional
Principal-in-Charge and resides in the Walnut Creek office.

She is an expert in multimodal safety policy, planning, and design, and she focuses her practice on implementing
the Safe System approach in support of Vision Zero
through data-driven, community-oriented, and equity-first strategies.

Meghan is the immediate past chair of the ITE Safety
Council, the founding chair of the ITE Complete Streets Council, and a member of the TRB Pedestrians Committee.

She was invited to participate as a member of the Safe
System Consortium, a group of international experts
convened by Johns Hopkins University School of Public
Health and ITE which developed guidance for the US
Congress and Biden Administration on the national pivot to the Safe System approach. In January 2023 she launched
ITE’s Implementing the Safe System certificate-based
learning course as the lead instructor. She has a master’s in both transportation engineering and city and regional planning from the University of California at Berkeley, and a bachelor’s in operations research and financial
engineering from Princeton University. She is a certified planner (022715) and a level 2 Infrastructure Road Safety Professional (610).

ALTA PLANNING + DESIGN, INC. Safe Streets and Roads for All 8 Meghan Mitman
Principal
Subconsultant
O’Dell Engineering was founded in 1994 by Randall O’Dell and currently offers civil engineering, land surveying, landscape architecture, and land planning. The firm currently employs over 85 professionals with offices in Modesto, Fresno, Merced, and Pleasanton. Current staffing includes 10 civil engineers, 8 land surveyors, 10 landscape architects, and 5 field survey crews. The firm also has 6 LEED professionals on staff, as well as 5 certified QSP/QSDs. O’Dell Engineering is a California Certified Small Business.

O’Dell regularly supports planning and transportation safety projects. They understand that pedestrian safety is key to happy and healthy communities and believe in designing infrastructure that is user-friendly and makes the greatest impact possible. Their experience supporting traffic calming, safe routes to schools, sidewalk improvement, and complete streets projects in Ceres, Patterson, Turlock, Stockton, Chowchilla, Riverbank, Modesto, and Merced is a testament to their commitment to improving pedestrian circulation and safety in the Central Valley.

O’Dell Engineering has extensive experience with municipal projects with a proven track record of success and satisfied public clients. Over the course of many years, they have fostered a very important relationship with the City of Modesto, having completed nearly 80 projects. As a local firm, they take great pride in benefiting the community with the realization of these important projects. O’Dell Engineering has completed countless projects of all scales and sizes in the city and the greater metropolitan area. Services have included land surveying, civil engineering, landscape architecture, SWPPP, joint trench utility coordination, site acquisition, and public outreach.

Projects have included utility design, construction services, lift stations, sanitary sewer systems, Utility Master Plans, transportation design, parks and playgrounds, ADA upgrades, bike paths, safe routes to schools, interchange landscapes, and graphic design. Surveying services have included boundary resolutions, topographic surveys and maps, legal descriptions and plats, construction staking, coordination with other design disciplines, and coordination with various utilities and public agencies. O’Dell is innately familiar with the geographical area, the goals of the City of Modesto, and the nature of the services needed.

Fehr & Peers Principals (continued):

Michael Kennedy Ron Milam
Miguel Nuñez Sarah Brandenberg
Mike Wallace Sohrab Rashid
Nate Conable Steve Brown
Nicole Waldheim Steve Davis
Preston Stinger Tom Gaul
Rob Rees Will Brooks
Robert Eckols
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9 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC.

Local Experience
Located in Modesto, the City is one of O’Dell’s primary clients, with nearly 80 projects completed together. O’Dell is committed to benefitting their local community, as well as to improving pedestrian safety within the Central Valley. Their contracts with the City of Modesto within the last five years include the following:

FIRM PRINCIPAL SPOTLIGHT
Dylan Crawford has over 25 years of professional surveying experience including large scale public infrastructure projects, right-of-way engineering, land development, and public
agency consulting. He stays current with advances in survey technology, legislation affecting land development, the subdivision map act, and land title issues. Dylan is Registered Land Surveyor in the State of California and a member of the California Land Surveyors Association and the American Council of Engineering Companies.

Dylan Crawford, PLS
President
Length of time in business: 30 Years
Office Addresses from which services will be supported, percentage of work, and/or category of work to be
performed in each office:

Modesto, CA - 100%
1165 Scenic Drive, Suite A
Modesto, CA 95350
Category: Design/Engineering
O’Dell Principals (full list):

Chad Kennedy
John Zhang
Dylan Crawford
Chad Kennedy has over 20 years of experience in the
landscape architecture industry. He is a licensed landscape architect (PLA No. 5426 in the State of California), ISA certified arborist, NRPA Certified Playground Safety Inspector, and a LEED Accredited Professional. He is an active member of the American Society of Landscape Architects Executive
Committee serving as the San Joaquin Area Representative.

Chad has designed and overseen countless community
improvement and planning projects in Northern California including parks, playgrounds, trails, recreation facilities, residential developments, transportation systems, and
commercial landscapes. His work is focused on positively impacting the community through innovative, sustainable, and inclusive design principles.

Chad Kennedy, PLA
Principal
O’Dell Engineering (continued)
• Beyer Park Inclusive
Playground
• César Chavez Park
• Codoni Liftstation WPCP
• Crows Landing Pavement
Rehabilitation
• Enslen Playground Audit
• Highway Village Water
System
• Jennings Plant Entrance
Improvements
• Litt Road Improvements
• Litt Road Parcel Map
• Mary Grogan Park Phase 2
• Modular Building
Relocation
• North County Corridor VIA
• Paradise Road Pavement
Rehabilitation
• Pike Place Playground
• Potable Water Well Sites
Survey
• Ralston Tower Park Senior
Playground
• River Trunk Realignment
Plan
• Scenic Drive Pavement
Rehabilitation
• Sonoma Sewer Phases 3
& 4
• SR 132 West Freeway/
Expressway Phase 1
• Sub-Basin Wells
• Sutter Trunk Rehabilitation
• Sylvan Park Restroom
• Tesla Station Stormwater
Review
• Tivoli Well Landscape
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ALTA PLANNING + DESIGN, INC. Safe Streets and Roads for All 10

OWNER REPRESENTATIVE
City of Modesto

CONTACT
Sandeep Sandhu
Associate Engineer
P.O. Box 642
Modesto, CA 95353
(209) 577-5294
[email protected]
TYPE
Study
SIZE
City
COST
$247,499

SUBCONSULTANTS
N/A

CONSTRUCTION SERVICES
None

SPECIALTY AREAS ADDRESSED
3 Safety study
3 Work with City of Modesto
3 Comprehensive safety analysis
Key Issues/Challenges and Resolutions: The City of Modesto’s School Safety Program defines project needs and identify an implementation strategy to improve walking and biking safety near schools. This project builds on the City’s ongoing Non-Motorized Transportation Plan, also led by Alta, with a specific focus on infrastructure needs near schools in and around Modesto. Key project tasks include a comprehensive safety analysis that identifies characteristics of crashes occurring most frequently near schools; stakeholder interviews with school district staff; and outreach to school communities to better understand current barriers for walking and biking to school. The Safety Program identifies a prioritized project list that the City can use to program local Measure L funding and guide future investments in the active transportation system.

Modesto School Safety Program Study
MODESTO, CA | 2020-2023
Listing of Completed Similar Projects
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11 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC.

OWNER REPRESENTATIVE
City of Modesto

CONTACT
Michael Sacuskie
Associate Engineer/Bicycle Program
Coordinator
P.O. Box 642
Modesto, CA 95353
(209) 577-5280
[email protected]
TYPE
Bicycle & Pedestrian Planning
SIZE
City
COST
$200,000

SUBCONSULTANTS
Traffic Data Service

CONSTRUCTION SERVICES
None

SPECIALTY AREAS ADDRESSED
3 Work with City of Modesto
3 Transportation Plan
3 Public Outreach
3 Level of Traffic Stress Analysis
Key Issues/Challenges and Resolutions: Alta worked with the City of Modesto on an update to the City’s Non-Motorized Transportation Plan to identify ways to provide more convenient alternatives to driving for families, commuters, transit riders, and recreation. In addition to significant public outreach and involvement, the plan update includes the development of design guidelines and bicycle level of traffic stress analysis. The plan offers a prioritized set of recommendations on walking and bicycling facilities, programs, and policies that reflects Modesto's unique needs and opportunities.

Modesto Non-Motorized Transportation Plan
MODESTO, CA | 2019-2023

WORK EXPERIENCE
Non-Motorized
Transportation Plan
2023 UPDATE | DRAFT AUGUST 2023
108
132
99 8th St
Sylvan Ave
Griswold Ave
W Granger Ave
14th St
Norwegian Ave
9th St
E Roseburg Ave
I St
la Loma Ave
E Union Ave
Tully Rd W Roseburg Ave
Coldwell Ave
J St
Lateral Number 4
Sylv an Meadows Dr
Downey Ave
Coffee Rd
Mount Vernon Dr
Col el geAve
Ko di ak Dr
E Granger Ave
W Rumble Rd
10th St
Merle Ave
Floyd Ave
Elm Ave 17th St
G St
Burney St
Keller St
Bodem St
Locust St
Greenwich Ln Johnson St
Encina Ave
Shawne e Dr
Palmwood Dr
W Morris Ave
Standiford Ave
16th St
Stoddard Ave
Oakdale Rd
Needham St
Sunrise Ave
12th St
13th St
H St
Grecian Ave
K St
N Emerald Ave
Wylie Dr
PrincetonAve
Woodrow Ave
W Union Ave
el Vista Ave
Kansas Ave
Brighton Ave
a H s he m Dr
Pearl St
Dragoo Park Dr
Mable Ave
Celeste Dr
Bowen Ave
E Morris Ave
Modesto Virginia Corridor
Encina Ave Trail
Sherwood Ave
Pelandale Ave
E Rumble Rd
W Briggsmore Ave
Rose Ave
Root Lateral
E Briggsmore Ave
Scenic Dr
Orangeburg Ave
Carver Rd
1 2
3 4
5 7
10 12
13 14
15 32
33 34
35 36
37 38
39 40
41 42
43 44
45 46
47 48
49 50
51 52
53 54
55 56
57 58
59 60
61 62
63 64
65 66
67 68
69 70
71 72
73 74
75 76
7778
79 83
84 85
87 89
101
102
0 0.35 0.7 PROPOSED PEDESTRIAN IMPROVEMENTS MILE

MODESTO NON-MOTORIZED TRANSPORTATION PLAN
Destinations + Boundaries
Amtrak Station
College
Hospital
Library
Museum
School
Shopping Center
Park
Trail Facilities
Existing Class I Shared-Use Path
Class I Shared-Use Path
Pedestrian Recommendations
Improvement Location
DT Plan Ped Corridors
Ped Priority Area
Figure 17d: Pedestrian Recommendations
86 MODESTO NON-MOTORIZED TRANSPORTATION PLAN RECOMMENDATIONS #14..
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ALTA PLANNING + DESIGN, INC. Safe Streets and Roads for All 12

OWNER REPRESENTATIVE
Metro Government of Nashville and Davidson
County (Metro)

CONTACT
Anna Dearman, AICP
Walking & Biking Manager, Nashville Department
of Transportation & Multimodal Infrastructure
(NDOT)
750 S 5th Street,
Nashville, TN 37206
(615) 862-8735
[email protected]
TYPE
Vision Zero Action Plan
SIZE
County
COST
$472,259

SUBCONSULTANTS
Community Initiatives, Tanisha Hall, Culture Shift
Team

CONSTRUCTION SERVICES
None

SPECIALTY AREAS ADDRESSED
3 Public, DOT, and stakeholder engagement
3 Civic analytics
3 Crash data and safety analyses
3 High Injury Network (HIN) identification
Key Issues/Challenges and Resolutions: Alta helped Nashville and Davidson County develop the County’s first comprehensive Vision Zero Action Plan as well as a separate, fiscally constrained and detailed Implementation Plan. This data-driven and community focused plan will help guide the Metro Government of Nashville and Davidson County (Metro) in their investment in traffic safety improvements over the next five years. Alta used the latest available data and digital mapping techniques to provide a comprehensive process for identifying and prioritizing safety improvements. Alta also facilitated a robust stakeholder and public engagement process comprised of task force meetings, focus group meetings, online user surveys, intercept surveys, public focus groups, and stakeholder listening sessions.

This information was combined with a systemic safety analysis to understand and develop a High-Injury Network (HIN) for the county. HINs help prioritize future improvements by identifying segments in road networks where pedestrian and bicycle collisions have occurred.

To assist with understanding the data and prioritizing investments, Alta developed an online data dashboard that helps visualize the crash patterns and areas in Nashville that are particularly unsafe for people walking, biking and driving. This dashboard helps build the case for change in Metro Nashville, identifies evaluation metrics for full transparency, and showcases potential locations for future countermeasures.

Nashville-Davidson County Vision Zero
Action Plan + Implementation Plan
NASHVILLE-DAVIDSON COUNTY, TN | 2021-2022
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13 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC.

OWNER REPRESENTATIVE
San Mateo County Office of Education (SMCOE)

CONTACT
Theresa Vallez-Kelly
Safe Routes to School Coordinator
101 Twin Dolphin Drive
Redwood City, CA 94065-1064
(650) 802-5429
[email protected]
TYPE
Strategy & Evaluation
SIZE
County
COST
$86,450

SUBCONSULTANTS
N/A

CONSTRUCTION SERVICES
None

SPECIALTY AREAS ADDRESSED
3 Youth-Based High Injury Network (y-HIN)
evaluation
3 Five-year evaluation report
3 SRTS Strategy
3 Prioritized infrastructure recommendations
3 Engagement
3 Safety, equity, sustainability and mode split
considerations
Key Issues/Challenges and Resolutions: Alta helped the San Mateo County Office of Education (SMCOE) and the Cities/Counties of San Mateo County (C/CAG) evaluate their existing Safe Routes to School program, plan strategically for the next five years, and develop an analysis to support member cities in prioritizing infrastructure improvements and programming to address recorded collisions.

Alta developed the following through this project:
• The 2015-16 to 2019-20 Five-Year Evaluation Report identified accomplishments and challenges surrounding project goals of engagement and reach, equity, safety, and mode split.
• The Youth-Based High-Injury Network (y-HIN) helps prioritize future improvements by identifying segments in road networks where youth-involved pedestrian and bicycle collisions have occurred.
• Detailed collision profile infographics by jurisdiction that outline the y-HIN, collision trends, school and community equity analysis, and reported collision causes that relate to severe, youth, and active collisions for each city in the County.
• The San Mateo County 2022-23 to 2026-27 SRTS Strategy paves the way for deepening intra-agency partnerships and increasing the number of families safely using active transportation for the school commute.

San Mateo County SRTS Evaluation, HighInjury Network, and SRTS Strategy SAN MATEO COUNTY, CA | 2021-2022

WORK EXPERIENCE
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ALTA PLANNING + DESIGN, INC. Safe Streets and Roads for All 14 Key Issues/Challenges and Resolutions: Alta completed an extensive Vision Zero Action Plan for the City of El Paso, which subsequently helped secure $12 million in implementation funding through the federal Safe Streets For All (SS4A) program.

The process involved a robust and complex systemic safety analysis, which helped Alta determine vehicular and pedestrian High Injury Networks (HINs), ten unique crash profiles, predictive modeling, and crash cost implications. The systemic safety analysis was used to guide specific policy updates, organized by the Safe Systems Approach criteria, and prioritize locations for infrastructure improvements.

Alta prepared conceptual designs to guide countermeasure application at the top ten priority locations and performed a corridor deep dive to help systemically match policy and design objectives to an existing city corridor context. The project also included an extensive community outreach process and development of unique graphics and materials, in both English and Spanish, that conveyed technical information in public-friendly and understandable ways.

Fehr & Peers conducted the data discovery and data collection, performed crash data analysis and developed the High-Injury Network (HIN), prepared collision profiles with crash reduction costs, prioritized locations for immediate attention, and prepared a predictive pedestrian safety model to identify risky locations based on crash history, land use, and roadway characteristics.

El Paso Vision Zero Plan
EL PASO, TX | 2022-2023

OWNER REPRESENTATIVE
City of El Paso

CONTACT
Joaquin Rodriguez
Transportation Planning Administrator
300 N. Campbell
El Paso, TX 79901
(915) 212-0000
[email protected]
TYPE
Vision Zero Action Plan
SIZE
City
COST
$682,619

SUBCONSULTANTS
Fehr & Peers

CONSTRUCTION SERVICES
None

SPECIALTY AREAS ADDRESSED
3 Safety planning
3 Safety countermeasures
3 Grant assistance
3 High Injury Network (HIN) development
3 Robust analytics and predictive modeling
3 Bilingual engagement
3 Interactive web tools
MAP 5
Motor Vehicle and
Bicycle/Pedestrian
HIN Overlap
78 miles of HIN are
on both the vehicle/motorcycle
HIN and the bicycle/pedestrian
HIN. These areas are unsafe
for all modes of travel.

Take a closer look at this data
at elpasotexas.gov/visionzero
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OWNER REPRESENTATIVE
City of Bakersfield

REFERENCE
Ed Murphy
Civil Engineer III
Public Works Department
1600 Truxtun Avenue
Bakersfield, CA 93301
(661) 326-3958
[email protected]
TYPE
Safety Plan
SIZE
Metropolitan area/City
COST
$189,578

SUBCONSULTANTS
N/A

CONSTRUCTION SERVICES
None

SPECIALTY AREAS ADDRESSED
3 Safety Plan
3 Equitable transportation network
3 Safety analyses
Key Issues/Challenges and Resolutions: The Bakersfield Metropolitan area has the highest fatality rate for bicyclists and pedestrians in California, and it has the 12th highest fatality rate in the country. Alta led development of this plan, and took a holistic and measured approach to this safety-focused work to consider all modes of transportation in order to develop a more equitable and safe transportation network. Alta has pioneered systemic safety analyses for walking and biking to identify areas of concern before crashes occur, as well as areas with latent demand where walking would increase with safety improvements. Alta coupled the technical analysis with practical field observations to provide accurate results and sound safety recommendations.

As part of this project, Alta developed a number of low-cost rapid response treatments to improve pedestrian and bicycle safety at a number of locations. Alta also developed 30% design plans, cost estimates, and cut sheets for a number of high-risk locations throughout Bakersfield.

Bakersfield Bicycle and Pedestrian Safety
Plan
BAKERSFIELD, CA | 2018-2020

WORK EXPERIENCE
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OWNER REPRESENTATIVE
City of Modesto

CONTACT
Sandeep Sandhu
Associate Engineer
1010 10th Street
Modesto, CA 95353
(209) 342-4712
[email protected]
TYPE
Transportation Planning: Safety Studies
SIZE
Citywide study
COST
$183,000

SUBCONSULTANTS
O’Dell Engineering

CONSTRUCTION SERVICES
None

SPECIALTY AREAS ADDRESSED
3 Systemic Safety Analysis Report
Program
3 Collision History & Hotspots
3 Countermeasure Toolbox
Key Issues/Challenges and Resolutions: Fehr & Peers worked with the City of Modesto to develop a citywide systemic safety study that is funded by the Caltrans Systemic Safety Analysis Report Program (SSARP). The purpose of the study is to develop a plan to address the city’s most prevalent severe injury and fatal collision trends for all modes of travel. As part of the study, Fehr & Peers evaluated a fiveyear collision history, identified locations with collision hot spots, and developed systemic collision profiles. The systemic collision profiles were developed through a data-driven approach of connecting collision and infrastructure characteristics, which relies on building a robust GIS dataset of key citywide transportation infrastructure attributes. Fehr & Peers also developed a countermeasure toolbox of engineering interventions to address the collision trends at identified hot spot locations and to address the systemic collision profiles. A prioritized list of safety improvement projects was developed to position the City for success in funding and implementation. Through this process, the project team met with key stakeholders and City Council, as well as hosted public outreach events, to better understand key safety concerns in the city.

O’Dell Engineering participated in progress meetings, provided peer review of planning-level project cost estimates, and prepared two HSIP applications, including refined cost estimates.

Modesto Systemic Safety Analysis Report &
Local Road Safety Plan
MODESTO, CA | 2018-2022
PHOTO
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OWNER REPRESENTATIVE
Napa Valley Transportation Authority

OWNER REPRESENTATIVE
Diana Meehan, Principal Program Planner
625 Burnell Street
Napa, CA 94559
(707) 259-8327
[email protected]
TYPE
Pedestrian & Bicycle Studies
Multimodal Operation & Simulations
SIZE
Regional plan
COST
$219,000

SUBCONSULTANTS
N/A

CONSTRUCTION SERVICES
None

SPECIALTY AREAS ADDRESSED
3 High Injury Network
3 Safe System Principles
3 Community Engagement
Key Issues/Challenges and Resolutions: Fehr & Peers is developing a regional Vision Zero Plan for Napa Valley Transportation Authority (NVTA). The plan will include unincorporated and incorporated areas of Napa Valley. It will set a regional Vision Zero goal with a regional high injury network informed by Safe System principles. Key findings from recently completed local road safety plans from the County, City of Napa Valley, and City of American Canyon will be incorporated with targeted expansion to connect to Safe System elements and principles. The plan will include specific local findings for City of Calistoga, City of St. Helena, and Town of Yountville who previously did not have a local road safety plan. The plan’s development includes agency stakeholder and community engagement focusing on ensuring inclusion of equity priority communities and voices.

Napa Valley Regional & Local Vision Zero
Plan
NAPA, CA | 2022-ONGOING

WORK EXPERIENCE
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OWNER REPRESENTATIVE
Merced County Association of Governments

OWNER REPRESENTATIVE
Meg Prince
Senior Planner
369 West 18th Street
Merced, CA 95340
(209) 769-7679
[email protected]
TYPE
Safety Studies
SIZE
Contact Info
COST
$224,000

SUBCONSULTANTS
N/A

CONSTRUCTION SERVICES
None

SPECIALTY AREAS ADDRESSED
3 Active Transportation Plan
3 Local Roadway Safety Plan
3 Safety Data Collection & Analysis
Key Issues/Challenges and Resolutions: Fehr & Peers is assisting the Merced County Association of Governments (MCAG) with the development of a Local Roadway Safety Plan (LRSP) for the six incorporated cities under its jurisdiction (Merced, Atwater, Dos Palos, Gustine, Livingston, and Los Banos) while the Active Transportation Plan (ATP) focuses on improvements for Merced, County of Merced, Atwater, Dos Paos, Livingston, and Los Banos.

The LRSP explores the cities’ collision histories, create high-injury networks and collision profiles of emphasis, and generate priority project concepts, and benchmark existing policies and standards against best practices to identify nonengineering steps that MCAG and city governments can take to institutionalize safety in their day-to-day operations. The LRSP will be fully in line with the best practices of the Safe System Approach and fulfill requirements for a CSAP under the SS4A program.

The ATP aims to provide forward-thinking guidance to jurisdictions and communities as they plan for walking, bicycling, and active travel throughout the region. Rooted in intensive bilingual community outreach and a comprehensive review of existing conditions and policies, the plan will result in a prioritized set of projects and recommended best practices. The ultimate plan is intended to respond to community needs, create opportunities for inter-agency coordination on implementation, encourage mode shift, and improve safety and connectivity for people walking and biking throughout Merced County.

MCAG Local Roadway Safety Plan & Active
Transportation Plan
MERCED COUNTY, CA | 2023-ONGOING
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OWNER REPRESENTATIVE
Caltrans Office of Special Projects

OWNER REPRESENTATIVE
Ann Mahaney
Senior Transportation Planner
1801 30th Street
Sacramento, CA 95816
(916) 53-4097
[email protected]
TYPE
Education & Training Guidelines
Climate & Sustainability
SIZE
Highway
COST
$466,000

PRIME CONSULTANT
ICF Jones & Stokes

CONSTRUCTION SERVICES
None

SPECIALTY AREAS ADDRESSED
3 Work with Caltrans
3 Equity & Safety
Key Issues/Challenges and Resolutions: Fehr & Peers (as a subcontractor to ICF) created a Guide to Smart Mobility Applications. This guide was written for planners, engineers, and other transportation professionals who develop and maintain the state highway system and/or connected facilities. This guide is a starting point for those working to incorporate the Smart Mobility Framework into plans and projects.

The Smart Mobility Framework is the Caltrans approach to include topics such as climate change, vehicle miles traveled reduction, equity, and safety into its work; the district safety plans will change Caltrans work in a similar fashion. Fehr & Peers additionally led extensive safety work as part of this project through a task order in support of the new Division of Safety. They used Safe System principles to support the new pedestrian safety systemic monitoring program, develop a pedestrian safety countermeasures toolbox, and develop and provide training for the shift to a systemic approach. This work was deployed to all Caltrans districts and used by safety investigators to make pedestrian safety improvements across the State highway system. Fehr & Peers then built upon this work to create an action plan for pedestrian and bicyclist safety, a roadmap for Caltrans to continue to make walking and biking safer in California. This initial Safe System work expanded into the Caltrans Safety “pivot” through the Strategic Highway Safety Plan, an effort that they supported following this contract.

Caltrans Safe System Implementation
Technical Assistance
STATEWIDE, CA | 2017-2020

WORK EXPERIENCE
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OWNER REPRESENTATIVE
Stanislaus County

OWNER REPRESENTATIVE
Kristin Doud, Associate Planner
1010 Tenth Street, Modesto, CA 95354
209-525-6330
[email protected]
TYPE
Planning
SIZE
Neighborhood
COST
$54,000

SUBCONSULTANTS
N/A

CONSTRUCTION SERVICES
None

SPECIALTY AREAS ADDRESSED
3 Complete Streets
3 Community Safety
3 Master Planning
Key Issues/Challenges and Resolutions: O’Dell Engineering created a plan to reduce energy consumption, conserve water, improve air and water quality, better public and community health, and enhance and create community green areas in the Airport Neighborhood. The Master Plan identifies and prioritizes urban greening projects including landscaping, trails, community green space, and stormwater management for this south Modesto neighborhood. The plan includes four major types of improvement projects: Green Space, Complete Streets, Non-Vehicular Connections, and Crime Prevention Through Environmental Design.

The Non-Vehicular Transportation segment of the plan evaluates pedestrian access and bicycle routes in the neighborhood. It provides an outline to which the designers of future building projects can refer in order to determine the best method of improving non-vehicular infrastructure within each project to support connectivity throughout the neighborhood. Overall, all non-vehicular methods should promote connectivity amongst the neighborhood’s parks and schools via safe, universally accessible infrastructure to support a healthy community.

Airport Neighborhood Urban Greening
Master Plan
MODESTO, CA | 2016-NOVEMBER 2017
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OWNER REPRESENTATIVE
City of Modesto

OWNER REPRESENTATIVE
John Rawles
Project Manager
1010 Tenth Street, Suite 3100
Modesto, CA 95353
209-577-520
[email protected]
TYPE
Civil Engineering
Land Surveying
Landscape Architecture
SIZE
Freeway/City
COST
$286,000

SUBCONSULTANTS
Kleinfelder
Mozaffari Engineering

CONSTRUCTION SERVICES
Cost Estimation

SPECIALTY AREAS ADDRESSED
3 Work with City of Modesto
3 Transportation Improvements
Key Issues/Challenges and Resolutions: O’Dell Engineering provided civil engineering, land surveying, and landscape architecture services for the SR-132 West Freeway/Expressway in Modesto, CA. O’Dell Engineering developed a conceptual highway planting plan to establish the areas to receive highway planting treatments and to present a variety of hardscape and planting options to treat the selected areas. The plan adhered to the SR-99 Corridor Enhancement Plan.

Landscaping and irrigation plans and details were prepared to the City of Modesto and Caltrans requirements. O’Dell provided planting plans, irrigation removal plans for SR-99, irrigation plans, landscaping detail sheets, and landscaping quantity sheets, along with specifications and special provisions for the planting and irrigation items. Deliverables included a conceptual landscape plan, 65% planting and irrigation plans, 65% preliminary construction cost estimate, conformed contract provisions, and 100% roadway (planting and irrigation plans) PS&E. In addition, O’Dell provided design services for a 54” sewer main, provided traffic control during the geotechnical investigation, and will provide construction support State Route 132 West Freeway
MODESTO, CA | 2018-NOVEMBER 2023

WORK EXPERIENCE
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Project
Manager
02 #14..
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Jeff is a dedicated, passionate, responsive,
and flexible Project Manager. Fremont
worked with Alta and Jeff as a Project
Manager to conduct safety assessments
at every school citywide over a two-year
period. Jeff kept this complex effort on
track and Alta’s award-winning work on
the project has directly led to tangible and
impactful infrastructure improvements that
have improved safety for school children.

Matthew Bomberg

FORMER SENIOR TRANSPORTATION

ENGINEER, CITY OF FREMONT
Project Manager
Project Manager Jeff Knowles, AICP brings 15 years of
experience managing projects that help communities design and implement innovative multimodal transportation solutions. He excels at handling project details, leading teams, and developing award-winning public engagement strategies. Jeff will be the main point-of-contact and will collaborate closely with the City of Modesto's Project Manager to meet the project’s needs in a timely and efficient manner.

Jeff’s well-rounded understanding of transportation planning and design principles brings a multi-disciplinary approach to his project work. Jeff recently managed the Safe Routes to School Plan for the City of Fremont to supplement the Alameda County Safe Routes program by coordinating 40 school
assessments in a two-year period. Jeff managed work order memos and grant applications that helped the City move swiftly into implementation using low-cost materials. Fremont was recognized by the National Center for Safe Routes to School with the Vision Zero for Youth USA Leadership Award (only the third award given nationally).

Jeff has managed comprehensive safety analyses for dozens of jurisdictions as part of citywide planning efforts. He has helped communities plan, design, and fund proven safety countermeasures such as traffic calming, protected intersections, enhanced bikeways, and crossing treatments.

History of Repeat Clients
Jeff has worked with many repeat clients and has formed strong relationships with city personnel. He has in-depth knowledge of the unique needs of communities in Central California. Some of these repeat clients include:
• City of Modesto | 2018-present
• City of Oakland | 2016-present
• City of Sunnyvale | 2016-2023
• City of Santa Clara | 2016-present
• City of Sacramento | 2016-present
• City of Coalinga 2016-2019
• Alameda County | 2016-present
• City of Berkeley | 2016-present
• City of Concord | 2016-2021
“
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YEARS AT ALTA
8 years

YEARS OF EXPERIENCE
15 years

EDUCATION
Master of City and Regional Planning,
University of Pennsylvania, 2009
BA, History, Rhodes College, 2006

SPECIALIZATIONS IN ALL

PROACTIVE TYPES OF

COLLISION REDUCTION
Grant funding
Master planning
Feasibility studies
Traffic calming
Safe Routes to School

REGISTRATIONS
American Institute of Certified
Planners (#026414)

AVAILABILITY FOR THE

MODESTO PLAN
Jeff Knowles, AICP
Project Manager
Project Responsibility: As Project Manager, Jeff will have day-to-day responsibility for communications, task assignments, project budgeting, and coordination.

Jeff brings 15 years of experience working with multi-disciplinary teams of planners, landscape architects, and engineers, having assisted over 100 local governments and regional agencies in the planning, fundraising, design, and construction of transportation infrastructure. Jeff works with communities across the country to develop transportation master plans, trail and separated bikeway feasibility studies, traffic calming designs, Safe Routes to School plans, tactical urbanism demonstrations, competitive grant proposals, and much more.

Relevant Experience
City of Modesto, Modesto Paradise Road Transportation & Safety Analysis, Modesto, CA - Planner | 2018-May 2019 | Firm: Alta
Alta conducted a traffic operations analysis for Paradise Road in the City of Modesto, CA. The extents of the project included a Level of Service (LOS) analysis and queueing analysis for four signalized intersections and one stop-controlled intersection, comparing the impact of a proposed road diet and signal modifications. The modifications included reduction of travel lanes, inclusion of pedestrian ‘scramble’ phases, and modifying turning bays. The modifications were modelled from a proposed concept design of Class IV (protected) bikeways. Jeff provided project guidance and review for the traffic analysis for four signalized intersections in Modesto.

City of Fremont, Fremont School Traffic Safety Assessments, Fremont, CA - Project Manager | 2016-January 2019 Firm: Alta
Jeff was the Project Manager for improving city-wide traffic operations and safety during school peak hour arrival and departure times, encouraging more bicycling, walking and transit trips to school, and identifying capital improvement infrastructure projects for future grant project opportunities.

City of Santa Clara, Santa Clara Pedestrian Plan and Pedestrian Priority Zones - Project Manager | 2018-March 2020 | Firm: Alta
Safety was the top goal of this transportation master plan. Jeff led the Alta team in developing a city-wide analytic and design toolbox for pedestrian environments that are accessible and reduce the risk of pedestrian-involved collisions. A central strategy for the Pedestrian Master Plan was the designation of nine Priority Pedestrian Zones across the city. These zones will help the City focus on areas with the highest potential for increasing walkability. The areas were developed by culminating focus areas for each of the four components of walkability -safety, comfort, destination accessibility, and walkable land use.

City of Oakland, Oakland Ney Avenue Neighborhood Traffic Calming Plan, Oakland, CA - Project Manager | 2020-December 2021 | Firm: Alta
Jeff was the Project Manager for a study that resulted in resident-supported traffic calming measures, including speed management and volume management, that the City of Oakland can build to create a safer neighborhood on and near Ney Avenue. Alta delivered concept designs, cost estimates, and a final report.

PROJECT MANAGER
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Owner | Project Location Description Role | Services
Performed
Est.

Completion
Date
Commitment Owner
Representative
City of Sacramento
| Active
Transportation
Audits
Sacramento, CA Alta is working with
the City of Sacramento
to develop Active
Transportation Audits for
three Community Plan
areas.

Principal-inCharge | Overall
project guidance
and direction
Dec 2024 5% Leslie Mancebo,
City of Sacramento,
915 I Street 2nd
Floor, Room 2000,
Sacramento, CA
95814
(916) 808-6725
Good City
Company | Harbor
Industrial Area
Action Plan
Belmont, CA The HIA Specific Plan
will set the vision for
upcoming private sector
investment and public
sector improvements.

Principal-inCharge | Overall
project guidance
and direction
March 2025 5% Chris Dacumos,
Good City
Company, 601
Allerton Street
Suite 110, Redwood
City, CA 94063
(650) 333-0248
CA State Coastal
Conservancy |
Great Redwood
Trail Master Plan
CA Alta is preparing
a master plan and
conducting community
engagement for the
Great Redwood Trail in
Mendocino, Trinity, and
Humboldt Counties.

Project Manager
| day-to-day
task assignments, project
budgeting, and
coordination.

June 2024 15% Louisa Morris,
CA State Coastal
Conservancy, 1330
Broadway Suite
1300, Oakland, CA
94612
(510) 286-1015
City of Santa Clara
| Monroe Street
Bikeways
Santa Clara, CA Alta is conducting a
corridor study of Monroe
Street in Santa Clara for
bikeway feasibility.

Project Manager
| day-to-day
task assignments, project
budgeting, and
coordination.

December
2026
10% Ralph Garcia, City
of Santa Clara,
1500 Warburton
Ave, Santa Clara,
CA 95050
408-615-3023
Projects Currently in Progress
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Other Key
Project Staff
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Key Staff Organizational Chart
Alta Planning + Design will lead the consultant team for the Grant Administration for Safe Streets and Roads for All project. Jennifer Baldwin, Alta’s Principal-in-Charge, will provide safety plan guidance and quality control, and Jeff Knowles, AICP, Alta Project Manager, will provide safety expertise, coordinate the team, and serve as the City’s main point of contact throughout the project.

Alta also has an extensive team of planners and traffic engineers for project support.

David Wasserman, AICP, will lead Civic Analytics for the project - David is Alta’s national expert in data analytics and visualizations.

Jeremy Chapman, PE, RSP1 will serve as a Project Advisor, providing overall expertise in road safety evaluation. Fehr & Peers Principal Meghan Mittman, AICP, RSP2 will be responsible for overall leadership and project direction for the Fehr & Peers team.

Key staff roles are outlined in the organizational chart below and personnel resumes can be found on the following pages.

CITY OF MODESTO PROJECT

MANAGER

ALTA PROJECT MANAGER
Jeff Knowles, AICP

PRINCIPAL-IN-CHARGE
Jennifer Baldwin

CIVIC ANALYTICS LEAD
David Wasserman, AICP

ADVISOR
Jeremy Chapman, PE, RSP1
KEY
Alta
Fehr & Peers
O'Dell Engineering

FEHR & PEERS PRINCIPAL
Meghan Mittman, AICP, RSP2

SUPPORT STAFF
“Alta has gone above and beyond in their
analysis and presentation of our updated
Bicycle and Pedestrian Master Plan.

Their team was extremely professional
and creative in helping to build a new
vision of what bicycle and pedestrian
infrastructure can look like in Baltimore
County.”
- Mitchell Phillips, Planner, County of Baltimore
The Alta Team, led by Principal-in-Charge Jennifer Baldwin, led the development of Baltimore County's Bicycle and Pedestrian Master Plan, focusing on creating a safe road network for all user types. #14..
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YEARS AT ALTA
9 years

YEARS OF EXPERIENCE
19 years

EDUCATION
BS, Outdoor Recreation Planning and
Environmental Policy and Planning,
Virginia Tech, 2005

SPECIALIZATIONS IN ALL

PROACTIVE TYPES OF

COLLISION REDUCTION
Bicycle and pedestrian planning
Safety plans
Downtown mobility
Trail planning and feasibility
Inclusive public engagement
Meeting facilitation

AVAILABILITY FOR THE

MODESTO PLAN
Jennifer Baldwin
Principal-in-Charge
Project Responsibility: As Principal-in-Charge, Jennifer will be responsible for overall leadership and project direction.

Jennifer has extensive experience delivering products and services that focus on quality, innovation, and client communication. She co-leads Alta’s safety practice and has managed projects across the county at multiple scales of government including small towns, urban cities, county-wide, regional, and statewide. Her expertise includes managing a data-driven process, prioritizing inclusive engagement, developing funding strategies, and drafting an action plan that creates a blueprint for implementation.

Relevant Experience
Knoxville Regional Transportation Planning Organization, Knoxville Regional Safety Plan, Knoxville, TN - Project Manager | 2022-September 2023 | Firm: Alta As Project Manager, Jennifer led the Regional Roadway Safety Action Plan in partnership with the Knoxville TPO. The plan focused on the Knoxville Region, with one of the elements of the plan being a stand-alone Vision Zero Action Plan for the City of Knoxville that was adopted in the summer of 2023.

This included a mix of urban and rural areas. Alta led regional coordination but also identified specific needs and projects within the City of Knoxville and across multiple jurisdictions in the TPO region.

City of El Paso, El Paso Safety Action Plan, El Paso, TX - Principal-in-Charge | 2022-September 2023 | Firm: Alta
Jennifer served as the Principal-in-Charge for the El Paso Vision Zero Action Plan. Work involved interagency and cross-agency stakeholder coordination, extensive public engagement, evaluation and creation of a High Injury Network, crash profiling, and policy and infrastructure recommendations to change the culture of safety in El Paso for all roadway users.

City of Kirkwood, Kirkwood Vision Zero Action Plan and Complete Streets, Kirkwood, MO - Principal-in-Charge | 2020-March 2022 | Firm: Alta
Jennifer served as Principal-in-Charge for the City of Kirkwood’s Vision Zero Action Plan. The plan includes a systemic safety analysis approach, facilitation of recurring Task Force and Steering Committee meetings, development of a Complete Streets Policy, safety walk audits and demonstration projects, and development of an Action Plan for the City.

KEY STAFF
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YEARS AT ALTA
3 years

YEARS OF EXPERIENCE
15 years

EDUCATION
Master of Urban and Regional
Planning, University of Florida,
Gainesville, 2014
BS, Sustainability in the Built
Environment, University of Florida,
Gainesville, 2013

SPECIALIZATIONS IN ALL

PROACTIVE TYPES OF

COLLISION REDUCTION
Data analytics and visualization
Scenario planning & analysis
Benefit cost analysis
Performance measures & planning
metrics
Geospatial analytics
Accessibility analytics
Multimodal planning
Transit planning
Safety analysis
GeoAI & AI in Planning

REGISTRATIONS
American Institute of Certified
Planners, AICP: (#030695)

AVAILABILITY FOR THE

MODESTO PLAN
David Wasserman, AICP
Civic Analytics Lead
Project Responsibility: As Civic Analytics Lead, David will lead the methodology for developing the High Injury Network as well as the collision risk assessment.

David brings experience and passion to applying scientific computing, spatial analysis, and scenariofocused storytelling toward the development of effective transportation planning solutions aimed at improving communities. David has experience working on multimodal transportation plans, bicycle master plans, systemic safety studies, python tool and web applications, advanced data visualizations, parking studies, direct ridership models, and station area plans. His current areas of focus are enabling data-informed scenario planning, identifying how to align community goals to metrics, and generating accessibility metrics that can identify the possible benefits of projects.

Relevant Experience
City of Modesto, Modesto CA School Safety Program Study, Modesto, CA - Civic Analytics Lead | 2020- December 2023| Firm: Alta
The City of Modesto’s School Safety Program builds on the City’s ongoing Non-Motorized Transportation Plan, also led by Alta, with a specific focus on infrastructure needs near schools in and around Modesto. Key project tasks include a comprehensive safety analysis that identifies characteristics of crashes occurring most frequently near schools; stakeholder interviews with school district staff; and outreach to school communities to better understand current barriers for walking and biking to school. When complete, the Safety Program will identify a prioritized project list that the city can use to program local Measure L funding and guide future investments in the active transportation system. As Civic Analytics Lead, David directed the assessment and identification of network needs.

City of Kirkwood, Vision Zero & Complete Streets - Kirkwood, MO - Civic Analytics Lead | 2020- April 2022 | Firm: Alta
David provided overall analytic strategy for Kirkwood’s Vision Zero Action Plan, which including key aspects of its collision analysis and systemic safety analysis. During the course of this project, he advised on aspects of the high injury network development, including the representation of relationships between local street networks and the collision analysis. He provided technical guidance and review of the collision analysis, collision cost assessments, and the high injury network.

Metropolitan Transportation Commission, San Francisco Bay Trail Gap Closure, CA - Civic Analytics Lead | 2022-July 2023 | Firm: Alta
David was the Civic Analytics Lead for the MTC’s efforts to inform the prioritization of gap closure projects for the San Francisco Bay Trail and its connector trails. This project involved a regional prioritization exercise that combined a robust prioritization process looking at equity, demand, access to parks, future alignment, and improvements to connectivity. As part of this project, David developed the design for updates to MTC’s Cost Estimation Tool that would account for Sea Level Rise Costs. This costing tool enables MTC to evaluate how different sea level rise scenarios could impact the cost and feasibility of different Bay Area segments.

KEY STAFF
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YEARS AT ALTA
1 year

YEARS OF EXPERIENCE
23 years

EDUCATION
PhD in Civil Engineering, University of
Wisconsin – Madison 2012
JD (Juris Doctor), University of
Wisconsin – Madison 2008
MS in Civil Engineering, University of
Illinois at Urbana-Champaign, 2001
BS in Civil Engineering, Marquette
University, 2000

SPECIALIZATIONS IN ALL

PROACTIVE TYPES OF

COLLISION REDUCTION
Vulnerable Road User Safety
Transportation safety
Safety countermeasure development
Human factors/driver behavior
Rural road bicycle safety

REGISTRATIONS
Professional Engineer: NC (#049771);
SC (#37553); VA (#0402061805); GA
(#PE045977); IN (#PE11600708); WI
(#E-4653); OH (#84147)
Professional Traffic Operations
Engineer (#4401)
Road Safety Professional – Level 1

AVAILABILITY FOR THE

MODESTO PLAN
Jeremy Chapman, PTOE, RSP1
Senior Advisor
Project Responsibility: As Senior Advisor, Jeremy will be responsible for vetting identified projects through a traffic engineering lens, as well as making sure that best-practice roadway safety principles are applied throughout all task development activities.

Jeremy leads Alta’s National Safety Practice and is an accomplished licensed Professional Traffic and Transportation Engineer with significant experience in consulting, teaching, research, and engineering ethics. Jeremy is a Fellow in the Institute of Transportation Engineers (ITE) and immediate past chair of the ITE Ethics Committee. He is active as a committee friend and paper reviewer for several committees of the Transportation Research Board and a member of several research advisory panels for the Behavioral Traffic Safety Cooperative Research Program and National Cooperative Highway Research Program.

Relevant Experience
Lexington Road and West Salisbury Intersection Safety Study, Asheboro, NC - Project Manager + Lead Safety Engineer | Completed Dec 2022 | Firm: Ramey Kemp Associates As Project Manager and Lead Safety Engineer, Jeremy worked the City of Asheboro to determine the safety issues present at the intersection of Lexington Road, West Salisbury, and Sunset Drive. This unique intersection is shaped like an inverted “Y” with minimal traffic control and confusing turning paths. Jeremy performed a full evaluation, including a 13-hour turning movement count, crash analysis, and field review. The use of these surrogate data did not show any evidence of a safety problem, however when combined with the descriptive concerns, it became evident that both “near miss” and “avoidance” issues were at play. Several countermeasures/improvements were suggested and were ranked by cost/complexity to implement.

City of Greer, Systemwide Intersection Safety Evaluation – Phase 2, Greer, SC - Project Manager | Est. Completion February 2024 | Firm: Alta
Alta is performing intersection safety evaluations on six intersections within the City of Greer, SC.

Jeremy is leading these evaluations and will be identifying potential countermeasures utilizing the AASHTO Highway Safety Manual, and providing a hierarchy based on price and effectiveness for each option for each intersection. Under Jeremy’s direction, Alta is providing a study document detailing the safety analyses for the six identified intersections and the countermeasures developed to improve safety at those intersections.

Jacobs/New Mexico Department of Transportation, Vulnerable User Safety Assessment and Strategic Highway Safety Plan - Lead Safety Engineer | Est. Completion March 2025 | Firm: Alta Alta is performing a Vulnerable Roadway User (VRU) Assessment for the New Mexico Department of Transportation in conformance with IIJA regulations as part of the statewide Highway Safety Improvement Program. Jeremy is serving as Lead Safety Engineer and Advisor, providing safety advising to the project team.

KEY STAFF
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YEARS AT FEHR & PEERS
17 years

YEARS OF EXPERIENCE
20 years

EDUCATION
M.S., Civil (Transportation)
Engineering, & Master of City &
Regional Planning, University of
California at Berkeley, 2007
B.S., Operations Research & Financial
Engineering, Princeton University,
2002

SPECIALIZATIONS IN ALL

PROACTIVE TYPES OF

COLLISION REDUCTION
Systemic Safety Analysis
Vision Zero Strategies
Active Transportation
Multimodal Safety
Complete Streets

REGISTRATIONS
American Institute of Certified
Planners (AICP) #022715
Road Safety Professional (RSP) 2I
#610

AVAILABILITY FOR THE

MODESTO PLAN
Meghan Mitman, AICP, RSP2
Fehr & Peers Principal
Project Responsibility: As Fehr & Peers Principal, Meghan will be responsible for quality control and direction for Fehr & Peers' project tasks..

Meghan has more than 20 years of experience managing projects, developing and teaching courses, and leading practitioner-focused research and guidebook development for local, state, and federal clients. She specializes in multimodal safety policy, planning, and design, and she focuses her practice on implementing the Safe System approach in support of Vision Zero through data-driven, communityoriented, and equity-first strategies. Meghan was an author of the ITE/Vision Zero Network Core Elements of Vision Zero National Benchmark, the ITE Curbside Management Practitioners’ Guide and follow on FHWA Curbside Inventory Report, the multi-award-winning California Complete Streets Safety Assessments Technical Guidebook, and the recent FHWA reports on Integrating the Safe System Approach with the Highway Safety Improvement Program and the Primer on Safe System Approach for Pedestrians and Bicyclists.

Relevant Experience
San Joaquin County, Bicycle Master Plan, San Joaquin County, CA – Principal-in-Charge | Completion Date: February 2024 | Firm: Fehr & Peers
Fehr & Peers supported Alta in preparing the San Joaquin County Bicycle Master Plan Update. The purpose of the project is to identify the safest and most convenient bicycle facilities for recreational and commuter use in unincorporated areas of the County. These newly identified bicycle facilities shall enhance connectivity between existing and planned facilities located within the County, incorporated cities, and adjacent counties. Meghan served as Principal-in-Charge, providing guidance and direction for plan outreach and engagement tasks.

TCTC, Interregional Bicycle Tourism Study, Tuolumne, CA – Principal-in-Charge | Completion Date: January 2022 | Firm: Fehr & Peers
Fehr & Peers was hired to develop an interregional bicycle tourism plan, with the goal of promoting opportunities for safe multimodal traffic and encouraging bicycle tourism as a tool for economic development in rural communities and small cities. The Bicycle Tourism Plan was developed in close partnership with Caltrans District 10 and the California Bicycle Coalition for five metropolitan planning organizations – the Tuolumne County Transportation Council (TCTC), Calaveras Council of Governments (CCOG), San Joaquin Council of Governments (SJCOG), Stanislaus Council of Governments (StanCOG), and Alpine County Local Transportation Commission (ACLTC). Meghan served as Principal-in-Charge, providing overall project guidance and direction.

MCAG, Local Road Safety Plan & Active Transportation Plan, Merced County, CA – Principal-inCharge | Est. Completion Date: March 2024 | Firm: Fehr & Peers Fehr & Peers is assisting the Merced County Association of Governments (MCAG) with the development of a Local Roadway Safety Plan (LRSP) for the six incorporated cities under its jurisdiction. The project aims to provide forward-thinking guidance to jurisdictions and communities as they plan for walking, bicycling, and active travel throughout the region. Rooted in intensive bilingual community outreach and a comprehensive review of existing conditions and policies, the plan will result in a prioritized set of projects and recommended best practices. Meghan is serving as Principal-in-Charge, providing overall project guidance and direction.

KEY STAFF
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ALTA PLANNING + DESIGN, INC. Safe Streets and Roads for All 30

JENNIFER BALDWIN
Owner | Project Location Description Role | Services Performed Est. Completion Date Commitment Owner Representative County of Delaware | Safety Action Plan
Delaware
County, PA
Alta is working with the County of Delaware, PA to develop a regional safety action plan for the County that identifies a high injury network, prioritizes safety improvements, and develops a robust safety ambassador program for inclusive community engagement.

PIC | Quality control
and technical oversight
Sept 2024 10% Cathy Spahr | 1055 E.

Baltimore Pike, Delaware, PA 19063 | 610-891-5379
Baltimore Metropolitan Council | Bicycle Vision Plan
Baltimore,
MD
Alta is developing a regional bicycle vision plan for the Baltimore metro region that identifies a network of low-stress bicycle improvements, prioritizes projects, and recommends funding strategies.

PIC | Quality control
and technical oversight
Sept 2025 10% Charlene Mingus | 1500
Whetstone Way, Suite 300, Baltimore, MD 21230 | (410) 732-0500 Top of Alabama Regional Council of Governments | Regional Safety Action Plan AL Alta is developing a regional safety action plan for northern Alabama that develops a high injury network, conducts a systemic safety analysis, engages stakeholders and the general public, and identifies a comprehensive set of strategies and actions to improve safety for all roadway users.

PIC Dec 2024 10% Phoenix Robinson | PO Box
1087, Huntsville, AL 35805 | 256-830-0818

DAVID WASSERMAN
City of Sacramento | Active Transportation Audits
Sacramento,
CA
Alta worked on a complex active transportation planning effort for Sacramento that involved threesubarea studies evolving into city-wide evaluations of pedestrian and bicycle connectivity and where key gaps in the network were.

Civic Analytics Lead |
Civic analytics/existing
conditions and gap
analysis
Dec 2024 25% Leslie Mancebo, 915 I Street
2nd Floor, Room 2000, Sacramento, CA 95814 | (916) 808-6725 Top of Alabama Regional Council of Governments | Regional Safety Action Plan AL Alta is developing a regional safety action plan for northern Alabama that develops a high injury network, conducts a systemic safety analysis, engages stakeholders and the general public, and identifies a comprehensive set of strategies and actions to improve safety for all roadway users.

Civic Analytics Lead |
Civic analytics
June 2024 10% Phoenix Robinson, PO Box
1087, Huntsville, AL 35805 | 256-830-0818
Metropolitan Transportation Commission | San Francisco Bay Trail Gap Closure CA This project involved a regional prioritization exercise that combined a robust prioritization process looking at equity, demand, access to parks, future alignment, and improvements to connectivity.

Civic Analytics Lead |
Civic analytics
June 2024 5% Lily Brown | 375 Beale Street,
Suite 800, San Francisco, CA 94105415-778-6700

JEREMY CHAPMAN
Town of Cary | Maynard Crossing Feasibility Study
Cary, NC Alta worked on a Feasibility study for an underground trail crossing (Black Creek Greenway tunnel or culvert under Maynard Rd) in Cary, NC.

Safety Advisor | Safety
Review
March 2024 5% Paul Kuhn | PO Box 8005
Cary, NC 27512 | (919) 469-4360
County of Delaware | Safety Action Plan
PA Alta is working with the County of Delaware, PA to develop a regional safety action plan for the County that identifies a high injury network, prioritizes safety improvements, and develops a robust safety ambassador program for inclusive community engagement.

Safety Advisor | Safety
Review
Dec 2024 30% Cathy Spahr | 1055 E.

Baltimore Pike, Delaware, PA 19063 | 610-891-5379
Teton County | Safety Action Plan
Teton
County, WY
Alta is preparing a Safe Streets for All-funded and compliant action plan that also includes the preparation of a mobility network, full network cross-sections, design guidelines, engineering technical specifications, and an implementation/funding plan.

Safety Advisor | Safety
Review
June 2024 15% Brian Schilling | PO Box
3594, Jackson, WY 83991 | 307-732-8406

MEGHAN MITTMAN
City of Palo Alto | SS4A Palo Alto, CA Fehr & Peers is supporting Palo Alto in creating a Comprehensive Safety Action Plan, focusing on collision analysis, community outreach, and creating an implementable and actionable Action Plan.

PIC | Overall project
guidance and direction
Feb 2025 15% Sylvia Star-Lack | 250
Hamilton Avenue, Palo Alto, CA 94301 | (650) 329-2100
Merced County, CA | MCAG, LRSP, & ATP
Merced
County, CA
Fehr & Peers is assisting the Merced County Association of Governments (MCAG) with the development of a Local Roadway Safety Plan (LRSP) for the six incorporated cities under its jurisdiction - Merced, Atwater, Dos Palos, Gustine, Livingston, and Los Banos.

PIC | Overall project
guidance and direction
March 2024 10% Meg Prince | 369 West 18th
Street, Merced, CA 95340 | (209) 723-3153
Institute of Transportation Engineers | Safe System Certificate Course Sonoma
County, CA
ITE is creating a certificate program for attendees to obtain a deeper understanding of the Safe System approach, earn a certificate of achievement, and meet professional development hours requirements. Fehr & Peers provides lead instruction and course coordination.

PIC & PM | Overall
project guidance,
project budgeting, and
coordination
Dec 2024 20% Kellyanne Broom | 1627
Eye Street NW STE 550, Washington, DC 20006 | (202) 785-0060 Projects Currently in Progress
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Additional
Information
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31 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC.

Proposed Scope of Work
Safe Streets and Roads for All (SS4A) Federal Program Understanding Alta brings expertise in federal funding requirements and the SS4A program. We know time is of the essence to compete for future funding cycles. Alta will leverage this understanding to oversee Modesto's SS4A grant, develop a Plan that meets eligibility requirements, and identify competitive projects for implementation. The table below highlights our proposed role (corresponding to our scope of work) to help you meet USDOT’s action plan eligibility requirements.

SS4A Action Plan Elements The Alta Team Role
Leadership Commitment +
Goal Setting
• Support Modesto with commitment language included in the Comprehensive Safety Action Plan (to be adopted by City Council)
• Recommend data-driven performance indicators to help Modesto determine a target date for achieving zero roadway fatalities and serious injuries
Planning Structure • Identify both technical representatives and community partners to serve on the Safety Task Force • Facilitate engaging, implementation-focused, and inclusive Safety Task Force meetings during the development of the Comprehensive Safety Action Plan
Safety Analysis • Develop a systemic safety analysis that identifies trends, risk factors, near-miss typologies, and crash profiles by mode
• Identify a High Injury Network (HIN) to identify roadways that carry the highest burden of traffic deaths and severe injuries
• Prioritize HIN implementation by inventorying all programmed work for assessing project competitiveness for federal or state grant opportunities Engagement + Collaboration • Organize a robust community engagement effort so we hear unique safety experiences and challenges from diverse voices in Modesto
• Partner, empower, and collaborate with community leaders and groups • Provide detailed summary reports so that the community can see how their input influenced the development of the Comprehensive Safety Action Plan
Equity Considerations • Develop an equity analysis to identify residents who may be experiencing transportation vulnerability • Recommend policies, programs, and projects that will target improvements to those who need it most
Policy + Process Changes • Assess Modesto’s existing safety practices • Benchmark existing practices against national best practices • Develop a comprehensive recommendation framework organized around custom themes and USDOT's Safe System Approach
Strategy + Project Selections • Identify specific actions matched with performance measures, timeline details, budget considerations, and stakeholder needs
• Develop countermeasures that are data-driven, reflect community needs, and are focused on infrastructure, behavioral, and operational safety
• Assess project priorities (up to 10% design) to determine implementation strategies (demonstration, federal funding competitiveness, state priority, etc.)
Progress + Transparency • Identify a robust set of performance measures to evaluate implementation • Develop a Year 1 Implementation Workplan
• Educate community partners and the public on how they can stay involved in the process #14..
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ALTA PLANNING + DESIGN, INC. Safe Streets and Roads for All 32 TASK 2: STAKEHOLDER ENGAGEMENT
Stakeholder Engagement Plan
The Alta team will work with Modesto staff to develop a Stakeholder Engagement Plan (SEP) oriented specifically around engagement with the community at large and with targeted stakeholders. The SEP will identify engagement goals, desired outcomes, and consultant and City staff responsibilities. Through an equity lens, the plan will also identify historically marginalized areas of Modesto where different and targeted outreach methods may be needed. Documenting robust engagement will help the Our Technical Approach
The anticipated scope of work for Modesto’s Comprehensive Safety Action Plan (Plan) is described below. We expanded upon the tasks in the RFP to detail our comprehensive approach to this project that leverages our local understanding and national expertise. We look forward to working with you to refine this scope of work to meet your needs, stay within your allocated budget, make sure you meet the SS4A requirements and eligibility for implementation funds, and complete the final Plan draft in time to submit an SS4A implementation grant in early 2025.

TASK 1: PROJECT MANAGEMENT
Alta will use the following communication and reporting approach:
• Project Kickoff Meeting. Alta will facilitate a virtual project kickoff meeting that will include:
» Introductions
» Review of project schedule to identify key tasks,
milestones, critical path items, deliverables, and due dates » Review of data request and exchange
» Discussion of project goals and stakeholder engagement • Ongoing Project Coordination Meetings. Alta will host bi-monthly virtual coordination meetings (up to 22 meetings) to keep the project moving forward on schedule and within budget.
• Project Workplan and Schedule Tracker. Alta will develop a detailed project workplan and schedule to maintain
transparency on project progress, stakeholder coordination, public participation plan, communication processes, and lessons learned.
• Monthly Invoices and Progress Reports. Alta will produce monthly invoices and progress reports that summarize
completed tasks and progress on active tasks.

Task 1 Deliverables
• Kickoff Meeting (agenda and notes)
• Project Coordination Meetings (up to 22)
• Project Workplan and Schedule
• Monthly Invoices and Progress Reports
• We will leverage relationships and the team’s
existing community connections.
• We will create excitement around the project
through consistent and agile media engagement.
• We will communicate in clear and simple language
that is accessible to all and easily translatable.
• We will prioritize transportation equity for
vulnerable populations including those with physical
disabilities, the young or the elderly, or with social
constructs such as race, ethnicity, poverty, or people
who speak different languages.
• We will keep stakeholders informed throughout
the process and create a feedback loop so they can
clearly identify where and how their input was used.
• We will develop a vision for Modesto that is founded
in community input and transparent decision-making.
• We will set the groundwork for implementation by
strengthening connections between Modesto and
stakeholders.

OUR ENGAGEMENT COMMITMENT
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33 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC. design. Based on input from the questionnaire and the approved project name, Alta will prepare up to three (3) logo design concepts. Modesto staff will select one design concept for further development and will supply one set of consolidated edits and clear direction for refinement. This task includes three (3) rounds of review (2 draft, 1 final). After final approval, Alta will prepare a onepage set of brand guidelines (denoting how to use the logo, brand fonts, and brand colors), and will deliver final logo files in a variety of formats suitable for both print and web use.

Website
Alta will use our in-house graphic design and web development team to build a project website where we can host interactive surveys and mapping activities.

Social Media
Alta will also develop a social media campaign and provide the City with social media copy and graphics to keep the public updated on the development of the plan. Alta will purchase social media advertisements to support organic posts through the City’s social media channels.

Supplemental Engagement Activities
Additional community engagement activities will be conducted based on the final approved Stakeholder Engagement Plan detailing engagement events, phasing, and timelines. Engagement activities will remain flexible to meet unexpected changes and conditions throughout the project. We look forward to negotiating the final scope with the City as we develop the Stakeholder Engagement Plan.

Examples of equitable community engagement activities include:
• Media relations strategy that introduces SS4A and
demonstrates Modesto’s commitment to improving safety
• Interactive open houses that generate buzz while providing information, background, and education
• Interactive user surveys to be hosted online and printed for “boots-on-the-ground” efforts
• Pop-up events that invite people to share their safety stories, concerns, and ideas; we will go where people are - from busy bus stops, businesses, and places of worship, to community events
• Canvassing high-injury corridors through neighborhood walk audits and conducting pop-up events to engage residents in these areas
• Stakeholder interviews and focus group meetings targeting specific demographics identified during the safety analysis such as transit riders, black community leaders, youth, etc. • Direct mailers to residents and businesses along high-injury corridors and communities of concern
Safety Task Force
A Safety Task Force is an important oversight group and collaborative body to oversee the development of Modesto’s Comprehensive Safety Action Plan along with its ultimate implementation and monitoring. The first meeting will include background into why the City’s policies, plans, and guidance documentation need to align with the project. As City staff continues to grow, there is a need for capacity building and a foundation of the Safe System Approach for all staff that will support the implementation and monitoring of the Plan. At this first meeting, we will identify candidates to serve as the crossdepartmental safety champion(s) within City staff, a critical role for the early adoption of the Safe System Approach. The Alta team will facilitate up to five (5) Safety Task Force meetings to oversee the planning process and provide input into critical milestones of the project. The Alta team will develop agendas and meeting materials, facilitate the meetings, and take notes.

We will facilitate up to five (5) Safety Task Force meetings organized by the following topics:
• In-Person Meeting 1: Project Overview + Safety Champion Nominations
• Virtual Meeting 2: Crash Findings + High Injury Network • Virtual Meeting 3: Public Engagement Summary + Draft
Strategies
• In-Person Meeting 4: Project Recommendations + Prioritization • In-Person Meeting 5: Program Recommendations + Draft Action Plan
Community Engagement Activities
Our team of professionals are experts at listening to the public, clearly conveying technical issues, offering distinct choices and options to the public, and explaining trade-offs. We use a variety of innovative techniques, ranging from online surveys, the use of photo-simulation, videotaped interviews, field reviews, GIS mapping, and interactive public workshops—led virtually or in person. We make contact with the community early and build confidence by addressing specific issues with a documented approach.

Alta will complete the following deliverables:
• Project Logo and Branding
• Project Website
• Social Media Campaign
Logo/Branding
A thoughtfully considered and artfully executed brand can have a dramatic impact on overall project success, engaging stakeholders and the general public in the project's process and vision by creating a strong and consistent look and feel throughout the project. Alta will provide a branding questionnaire to guide the #14..
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ALTA PLANNING + DESIGN, INC. Safe Streets and Roads for All 34 Programs, Policies, and Practices Benchmark
The Alta team will assess the City’s existing programs, policies, and practices to identify opportunities to institutionalize the Safe System Approach into the everyday activities of the City. The benchmarking assessment will be based on the tool recommended in the FHWA’s Primer on the Safe System Approach for Pedestrians and Bicyclists. We will collaborate with Modesto to identify which local plans should be reviewed. The Alta team will lead the effort in identifying both national and regional best practices. The results of this task will be documented in a memorandum for City staff review and feedback. Feedback should be provided as one set of consolidated, non-conflicting markups.

Data Dashboard
Alta will develop an interactive web
map using ArcGIS Online (AGOL) to
facilitate and streamline the review
of all project deliverables. This web map will follow the project through its entire lifecycle and will be used to preliminarily review map-based products before final static production. The web map will provide a user-friendly, intuitive, and collaborative means of sharing work in progress with City staff and project stakeholders while helping garner feedback and buy-in from participating stakeholders.

Collision Analysis and High Injury Networks
As part of the Modesto SSAR and LRSP, collision data was pulled for the years from 2011 through 2015. At that time, broadside vehicular collisions, DUI, and vulnerable users at uncontrolled crosswalks and along large or high-speed corridors were identified as the highest-risk locations. Through this effort, we will be able to understand how trends in collisions may have changed (or not) since that time. We will use TIMS collision records for the years 2016 through 2021. Note that 2022 data can be included, but this • Fact sheets describing Modesto’s safety program and the Comprehensive Safety Action Plan with infographics highlighting local crash data, bicycle and pedestrian facilities, and the benefits of safety countermeasures
• Short videos of user stories related to traffic, bicycle, and pedestrian safety-related experiences
• Host community and neighborhood meetings throughout the city, both in-person and through Facebook Live (or website), each prefaced by a robust earned and social media campaign and/or coordination with local neighborhood advocacy groups • Being active at community events such as farmers markets, park events, or festivals to inform and listen
• Meeting-in-a-box information to make it easy for stakeholders or ambassadors to leverage resources
• Demonstration projects that create fun and interactive opportunities and bring potential infrastructure applications to life
Task 2 Deliverables
• Stakeholder Engagement Plan (draft and final)
• Safety Task Force Meetings and materials (up to 5)
• Logo Design and Branding
• Project Website
• Social Media Content
• Additional Engagement Activities (to be determined by Stakeholder Engagement Plan)
TASK 3: EXISTING CONDITIONS ANALYSIS
During this task, the Alta team will evaluate available existing conditions data sources, identify gaps, and then conduct a wide range of technical analysis and mapping.

VALUE ADDED
Alta developed a safety data dashboard for Nashville's Vision Zero Action Plan so that residents could understand the safety context of their city, track progress, and understand key recommendations from the plan.
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35 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC. • Graphics, maps, and data from collision analysis, showing the City of Modesto safety trends over time, current trends, and public safety concerns
• Eight collision profiles that match countermeasures
• Data dashboard to allow interaction with the safety task force and other key stakeholders
• City-wide HINs (including, but not limited to all modes, vulnerable populations, underserved communities, top
contributing collision factor(s), collision hot spots, etc.) • Methodology for developing HINs
• City-wide geospatial maps with table/data package, identifying a prioritized list of high collision segments
• Collision risk assessment
• Presentation/meeting materials for Task Force and Council • In-person presentations – 2 total (1 Task Force and 1 Council) TASK 4: IMPLEMENTATION STRATEGY
Recommendation Framework
The Alta team will collaboratively work with stakeholders and the Safety Task Force to establish a recommendation framework that includes the following:
• Recommendation Themes will be developed based on a review of the crash and risk factor analyses, HIN, crash profiles, public input, benchmarking, national best practices, and USDOT's Safe System principles. For example, a recommendations theme could focus on communication and collaboration strategies, while another could focus on designing safety countermeasures. • Strategies and Action Steps within each theme will be organized by timeline, lead agency, supporting partners, and strategy implementation needs (funding, staff capacity, policy changes, relationship building, etc.).
• Performance Measures will be drafted to allow for annual program evaluation for each identified program goal. Baseline data will be documented for each performance measure, and a specific target will be recommended.

Project Recommendations
In addition to a comprehensive set of strategies, Alta will identify design concepts involving countermeasure applications. Safety countermeasures may include geometric design, systemic safety, behavioral, and intelligent transportation systems. Because Modesto has a varying land-use context, countermeasure
application will consider several typologies and contexts.

Project Prioritization
To help Modesto begin infrastructure improvements along the HIN, Alta will identify both quick build and permanent solutions that can be undertaken in the short-term, mid-term, and long-term to begin data set is still provisional at this time. We will create two highinjury networks, including the highest-risk corridors based on all modes and the second HIN focusing on vulnerable users (bicyclists and pedestrians). We can consider additional HINs such as autoauto, City and non-City-owned roads, and more if requested by the City. We have assumed up to three distinct HINs will be developed, with two rounds of revisions.

To supplement the collision data, we will use data from the Equitable Transportation Community, Healthy Places
Index, CalEnviroScreen 4.0, ACS income data, and Climate & Environmental Justice Screen Tool to see where historically, collisions have occurred in underserved communities.

Lastly, the collision analysis effort will include roadway and land use characteristic data provided to the project team from City staff and Open Street Map, along with a detailed risk analysis.

This risk analysis can include the evaluation of vehicle, bicycle, and pedestrian risk factors including data regarding the number of lanes on streets, posted speeds, types of bicycle facilities, built context, presence of lighting or transit stops, median widths, horizontal curvature, distance between crossing opportunities, or intersection characteristics such traffic control types and signal presence/phasing. Sometimes not all of these risk factors may be inventoried, and Alta will tailor its approach based on the data available. Alta expects to derive some data from local Public Works data but recommends an assortment of available datasets for the built context ranging from Replica, OpenStreetMap, Overture, and federal databases. Beyond publicly available datasets, Alta has recommended proprietary data sources.

The Alta team will take the results of the risk analysis and include it as a layer as part of the collision analysis task. This data will be used to identify Collision Profiles as part of Task 3.3. The Collision Landscape analysis will be geocoded in GIS and compiled into a data dashboard.

Collision Profiles
Based on the findings from Collision Analysis and High Injury Networks, the Alta team will create up to eight collision profiles.

These profiles will be broken down by mode. The collision profiles will also consider feedback from City staff and stakeholder engagement and task force meetings.

Countermeasures will be broken up by Safe System elements.

Within the elements, countermeasures will be ranked to help City staff prioritize implementation based on the contextually appropriate target speed first. The countermeasures will include design recommendations that will support the target speed and will separate users in time and space. We will respond to one round of consolidated, non-conflicting comments from City staff and attend one bi-weekly meeting as part of this task.

Task 3 Deliverables
• Documentation of national best practices and the region’s existing safety policies, programs, and practices
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ALTA PLANNING + DESIGN, INC. Safe Streets and Roads for All 36 » Includes a statement, goal, and recommended phasing / timeline for eliminating roadway fatality and severe injury collisions
• Project cut sheets that identify SS4A supplemental planning activities and/or implementation projects that can be applied for in future SS4A funding rounds
• A Safety Demonstration Guide that explains, summarizes and simplifies the SS4A supplemental planning activities and implementation grant application process for the City of Modesto
TASK 5: MEASURING PROGRESS
Program Evaluation Metrics
Alta will conduct a scan of national best practices, such as the National Performance Management Measures: Highway Safety Improvement Program Report and peer cities, to develop a technical memo that outlines various ways to measure progress toward a safer Modesto. The memo will include the results of the national best practice and peer review as well as criteria recommendations tailored to Modesto. An evaluation of available data will be conducted to note the metrics that can be tracked immediately and those that may require additional data collection.

Program Evaluation Templates
Based on our experience
implementing safety projects,
programs, and policies, we will
develop an evaluation framework to assess three categories:
safety action plan strategies, annual crash reduction progress, and before/after project implementation. Three templates will be developed for each evaluation category that will be easily used by staff and transparent for critical stakeholders and the public.

The templates will capture data to be collected and the sources, estimate staff capacity, and determine the frequency of analysis.

Once the templates are completed, they will be easily used as a project summary sheet for stakeholder and public review, or for project sponsorship and funding applications.

Task 5 Deliverables
• Technical memo documenting methods to measure progress and strategies for public reporting
• Template for project evaluation templates stay transparent with stakeholders and the community
TASK 6: COMPREHENSIVE SAFETY ACTION

PLAN (PLAN)
Draft and Final Plan
The Plan will be developed as a public-facing, “living document” that is easily updated annually. The final report will compile previous deliverables and graphics and will include:
addressing high-crash areas. A project list will be developed, and up to five (5) priority project locations will be selected.

Implementation Strategy
The Alta team will create priority
project cut sheets (up to 10% design)
that provide implementation details for
recommended countermeasure applications, such as:
• Project Feasibility to determine implementation strategy. Alta will assess the short-term projects to identify opportunities for quick build implementation, barriers to implementation, and potential ROW impacts. Projects may move from short-term to long-term if feasibility is challenging.
• Planning-level Cost Estimates to identify funding needs. • Funding Scenarios to identify the level of funding commitment needed to implement the network.

Safety Demonstration Guide
Demonstration projects meet the
urgency of the moment and the
challenge of reduced public budgets
and can help repair neighborhoods impacted by decades of disinvestment. Alta will develop a Safety Demonstration Guide that is tailored to Modesto and outlines the following:
• Applying for SS4A Demonstration Grant Highlights to explain and summarize the SS4A demonstration and supplemental
project requirements
• Assembling the Team to document who needs to be at the table for project/activity implementation
• Set and Communicate Project Goals for safety demonstration projects
• Identify and Prioritize Locations of demonstration projects so that these locations are clear and transparent to key decisionmakers and the public • Create a Demonstration Toolkit that details approved
countermeasures, materials, implementation, and maintenance approaches
• Develop an Engagement and Communication Plan that will outline when and how the public and stakeholders will be engaged in the process
• Identify Evaluation Metrics that will be used to determine if the selected demonstration project or activity is successful Task 4 Deliverables
• A recommendation framework that:
» Organizes near-term and long-term contextual projects and strategies, including recommendations for new or
revised laws, policies, guidelines, and/or standards

VALUE ADDED

VALUE ADDED
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37 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC. • In-person presentations (2 total – 1 City of Modesto Task Force and 1 City Council)
• 10 printed copies of the draft and final plan
• VALUE ADD: Story Map
TASK 7: OPTIONAL TASKS
Together, Alta and Fehr & Peers have led over two dozen SS4Afunded Comprehensive Safety Action Plans and hundreds of other safety-focused plans and projects, many of which have qualified and positioned our clients to successfully compete for competitive implementation grant opportunities. Further, our team is at the forefront of the evolving field of transportation and safety analytics. We have leveraged this experience and our abilities to develop a selection of optional tasks that will increase Modesto’s competitiveness for grant funding and position the city to make transformative safety impacts should the City choose to fund them.

The table below shows the connection between core scope and proposed optional tasks.

Task 7.1 Safety Education Campaign Pilot
A comprehensive and successful Safe Streets and Roads for All (SS4A) project will educate and connect with community members so that all roadway users understand their role in creating safe streets. In concert with the Plan and its objectives and recommendations, Alta will develop and implement a pilot safety campaign to educate the public about safe roadway use.

Alta will work with the City to develop specific messaging and tactics based on key target behaviors and audiences; for example, the campaign may include local and digital media, outreach at community events, and a community-wide pledge focused on reducing driving speeds and/or right hooks. Alta will work with the City and stakeholders to design a campaign that looks and feels like Modesto and will include evaluation components (e.g., a postcampaign survey) to measure the impact of the campaign. • Systemic Crash Analysis that answers the following questions:
» Are injury crashes more likely to occur in certain locations? At certain times of the day?
» Are some demographics and road users over-represented in injury crashes? If so, who and where?
» What crash factors are prominent? Examples include
behaviors such as high speeds, left turns, or the lack of facilities such as sidewalks or bikeways.
• An Equity Lens that overlays findings from the systemic crash analysis with the findings of the Equity Analysis.
• An Engagement Summary that makes it easy for stakeholders and community members to see how their feedback and voice were included in the process.
• A Recommendation Framework that outlines a transparent blueprint for implementation organized by Safe System
principles, strategies, action steps, and performance measures and includes a timeline that outlines clear, measurable short-, mid-, and long-term strategies to achieve zero traffic deaths.

Each action step will include the lead agency, additional partners, and budget needs.
• Year 1 Program Implementation Workplan that is transparent, fiscally constrained to identify the immediate actions Modesto will take to implement the Plan, and easily evaluated
Alta will prepare a presentation and present the draft
Comprehensive Safety Action Plan to the Modesto City Council for approval in November 2024. Once the plan is approved, Alta will print up to 10 copies of the final plan and provide all native files.

Story Map
A story map is a stand-alone,
multimedia website integrating
interactive maps, text, photos,
and video to facilitate user exploration of curated content. The story map will be developed throughout the project and used to describe the project background, cover the existing conditions of the built and natural environment, present the future project vision, and detail the path to implementation. Our approach is flexible; the Alta team is familiar with deploying a range of solutions including both ArcGIS Online (AGOL)-based maps to fully customized sites developed by our creative services team. Our overall design will consider the intended use and desired longevity, hosting, functionality, and product complexity.

Task 6 Deliverables
• Draft Comprehensive Safety Action Plan
• Final Comprehensive Safety Action Plan
• Presentation/meeting materials for the City of Modesto Safety Task Force and City Council
Task Name Connection to Optional
Deliverables
Task 2: Stakeholder
Engagement
Safety Education Campaign (Pilot)
Task 3: Existing
Conditions Analysis
Comprehensive Right-of-Way (ROW)
Database and Map
Task 4: Implementation
Strategy
Countermeasure Feasibility Analysis
Task 6: Comprehensive
Safety Action Plan
Asset Management and Grant
Prioritization Database
Policy and Model Ordinance
Development VALUE ADDED
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ALTA PLANNING + DESIGN, INC. Safe Streets and Roads for All 38 Task 7.2 Comprehensive Right-of-Way Database and Map
Alta will prepare a robust right-of-way (ROW) database and map based on the AI-derived data provided by Alta’s partner technology firms. The goal will be to transform the extractions of each through lane, sidewalk, bike lane, median, and other features into a database with clear associations to the city’s centerline network. These attributes can serve as the basis for evaluating the connectivity, completeness, and comfort of multimodal networks or identifying ROW opportunities for potential Complete Streets improvements.

Task 7.3 Countermeasure Feasibility Analysis
The Alta team will leverage a right-of-way database and traffic volume data to evaluate opportunities for right-of-way reallocation to support high-impact countermeasures. An operations analysis will be conducted on selected corridors to detail feasibility and possible impacts on traffic flow alongside the possible benefits consistent with NCHRP Research Report 1036: Roadway CrossSection Reallocation: A Guide. This robust, data-driven process will help identify the most impactful countermeasures and strengthen grant applications seeking to fund them.

Alta worked with the City of Modesto as part of its SRTS Program to leverage Ecopia data to identify sidewalks and crossing spacing near schools.

Task 7.4 Asset Management and Grant Prioritization Database Alta will work with the City of Modesto to digitize key projects and assets that are locked within PDF documents, field data, or an AI-derived asset inventory. These are technical documents that require ublic works or engineering expertise to digitize appropriately and integrate into an asset database that can be used for asset management and implementation. This database will be used to appropriately represent projects for prioritization and future grant applications by the City of Modesto help make best use of the City’s limited staff resources while best aligning these with the City’s goals.

Task 7.5 Policy and Model Ordinance Development
Alta can support Modesto in developing and adopting a Vision Zero, Complete Streets, and/or Slow Streets policy (through a resolution, ordinance, or executive order) to formalize the city’s commitment to these principles and practices and further advance its safety and active transportation goals. Alta recently crafted the first local Slow Streets policy in the state for the City of Glendora in 2023, which was subsequently approved and implemented in early 2024. Alta will develop an ordinance and/or administrative policy to implement Modesto’s preferred policy approach, crafted to reflect the City’s unique goals and context. The draft ordinance will lay the foundation for recommendations developed for the Comprehensive Safety Action Plan and support City goals related to non-motorized travel, public health and safety, and other related programs and policies.
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39 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC. Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb 1. Project Management/Administration KOM 2. Stakeholder Engagement STF STF STF STF STF 3. Existing Conditions Analysis D 4. Implementation Strategy D 5. Measuring Progress/Reporting D 6. Comprehensive Safety Action Plan CC D 7. Optional Tasks 7.1 Safety Education Campaign Pilot O 7.2 Comprehensive Right-of-Way Database O 7.3 Countermeasure Feasibility Analysis O 7.4 Asset Management and Grant Prioritization Database O 7.5 Policy and Model Ordinance Development O Bi-Weekly Check-In Meetings ●●●●●●●●●●● Legend Task Progress D Final Deliverable(s) Op KOM Kickoff Meeting CC City Council Draft CSAP Presentation O Op STF Safety Task Force Meeting Optional Services Task Progress ● Mo 2024 2025 Task Apr May Jun Jul Aug Sep Oct Nov Dec Jan Feb KOM

STF STF STF STF STF
D
D
D
CC D
O
O
O
on Database O
nt O
●●●●●●●●●●● Legend Task Progress D Final Deliverable(s) Optional Services Subtask Progress KOM Kickoff Meeting CC City Council Draft CSAP Presentation O Optional Task Deliverable STF Safety Task Force Meeting Optional Services Task Progress ● Monthly Team Meetings 2024 2025 Project Schedule This proposed schedule reflects the scope outlined in this proposal. The Alta team is flexible in our approach and looks forward to working with the City of Modesto to finalize the scope and schedule to meet the needs of the City and project. #14..
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Conflict
of Interest
Statement
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40 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC.

Conflict of Interest
Statement
Alta Planning + Design does not have any financial, business, or other relationship with the City of Modesto that may have an impact upon the outcome of the contract.

Alta has no current clients who have a financial interest in the outcome of this contract that will follow. We have no financial interest or relationship with any construction company that might submit a bid on the future projects.
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Litigation
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41 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC.

Litigation
Alta Planning + Design, Inc. has no pending or current litigation.

Alta’s full litigation history is the following:

1. In 2015, Alta Planning + Design, Inc. (“Alta”) was added with several other unrelated defendants in a personal injury suit brought against a municipality. In 2017, the court granted summary judgment in favor of Alta, and Alta was dismissed from the case without any payment or settlement.

2. Alta was a defendant in C.A. File No. 2016-CP-40-06901, in the Court of Common Pleas for Richland County, South Carolina, titled Amanda Creel Godfrey, Plaintiff v. City of Columbia, Richland County, Alta Planning + Design, Inc., and AOS Contractors, Inc., Defendants. The case involved tort claims by a homeowner against the City of Columbia, Richland County, Alta, and AOS Contractors, Inc., for property damage, related to alleged deterioration of a bank owned by the City of Columbia and adjacent to property owned by Plaintiff Amanda Creel Godfrey in connection with the conversion of a railway into an exercise trail. Alta’s scope of work for the project did not include any design related to the bank at issue, other than adjustment of grade to prevent failure, and the City and Contractor never implemented the design specified, and the City of Columbia retained a separate geotechnical consulting firm to ensure the structural integrity of the bank. The parties dismissed Alta as a defendant without any payment or settlement.

3. In 2020, Alta was named as a defendant in Case No.
2020CV331372, in the Superior Court of Fulton County, Georgia, titled Lisa Germain, as Legal Guardian and Next Friend of Max Gerald Claude Germain, Plaintiff v. Alta Planning + Design, Inc.; The Board of Regents of the University System of Georgia; Stewart Bros, Inc.; Site Works Industries, Inc.; and the City of Atlanta. The case involved personal injury sustained during a vehicle-bicycle collision on the Georgia Tech campus in Atlanta, Georgia on a city-owned street. Alta’s scope of work was limited to preparing conceptual design drawings for the Georgia Tech Campus Master Bicycle Plan, and Alta did not contract with or do any work directly for the City. The parties dismissed Alta as a defendant with prejudice.
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Consultant
Agreement
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42 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC.

For all legal-related correspondence and information please use the following address:
101 SW Main St
Portland, OR 97214
(503) 230 9862
[email protected]
Section / General Condition
Location Proposed Amendment (Deletions in Red, Insertions in Blue) Rationale and Benefit

1. THE WORK
Second Sentence (b)
“CONTRACTOR shall do and preform the
work contemplated hereby in a good workmanlike consistent with that degree of care and skill ordinarily exercised by members of
the same profession currently practicing under
similar circumstances in the same locale manner under the direction of and to the satisfaction of the CITY Representative.

For the contract to be insurable, there must be a clear Standard of Care.

6. BONDS
Whole section
“CONTRACTOR shall furnish CITY, within ten days of the execution of this AGREEMENT and prior to commencement of work, the following separate surety bonds:”
As a professional service
firm, Alta does not maintain
any bonds. Bonds are typically for construction firms
and uncommon to design
projects.

8. INDEMNITY
Frist Sentence
“…including reasonable costs and expenses of
defense of any judicial or administrative action, arising directly or indirectly out of any negligent, reckless or willful misconduct or
intentional act or omission of CONTRACTOR
This change would match
the indemnity clause for
the Contract #101172 dated
April 14, 2020.

26. RECORDS Last sentence
“…for any future or other use. The CONTRACTOR accepts no responsibility for the use of the product beyond the intended purpose of this Agreement.” While the previous sentence
references reuse of the project it does not negate responsibility on the side of the Contractor. Alta can only
warrant use of materials for
the intended purposes and
cannot accept liability for
other unintended uses.

33.MISCELLANEOUS
Last Sentence
“…this AGREEMENT. Neither Party shall
be liable to the other Party for failure or delay
in performance of this Agreement due to acts
of God, acts of governmental authorities, extraordinary weather conditions or other natural catastrophes, or any other cause beyond the
reasonable control or contemplation of either
Party or as otherwise defined by law (“Force
Majeure Event”), provided the delayed Party
shall make reasonable efforts to avoid or mitigate such delay and shall promptly notify the other Party in writing of the cause of the delay
and its extent.”
In the event of something
outside of the either party
hands, they should not be
held liable for delay.

Consultant
Agreement
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Federal-Aid
Provisions
08 #14..
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43 Safe Streets and Roads for All ALTA PLANNING + DESIGN, INC.

Federal Aid
Provisions
We confirm that we shall comply with requirements as set forth per the Federal Code 2 CFR 200 and all documentation.

Alta has extensive experience supporting our clients seeking or who have obtained federal funding for their projects. Our support has included: grant writing/funding assistance, program management (leading large design teams representing Owner/ funding recipient), plan development, and engineering design from concept to construction for both recreational and federal transportation funding. We understand the administrative and compliance requirements required of projects with this funding.

Federally funded projects typically require coordination with state funding administrators. Designs must be consistent with federal, state, and local design standards.

Examples of Alta’s experience with Federally-Funded Grant Projects Include:
• Top of Alabama Regional Council of Governments, AL: Regional Comprehensive Safety Action Plan
• Hall County, GA: SS4A Action Plan
• Kissimmee, FL: SS4A Vision Zero Action Plan
• St. Cloud, FL: SS4A Vision Zero Action Plan
• Teton Co, WY: SS4A Action Plan
• Davis, CA: Fourteenth Street/Villanova Drive Corridor Improvements
• East Palo Alto, CA: Highway 101 Pedestrian and Bicycle Overcrossing Planning & Design
• Coachella Valley, CA: CV Link Master Plan, Design, and Engineering
• High Point, NC: High Point on the Rise Engineering and Planning Services
• Northwest Arkansas, AR: Razorback Greenway
• Kalispell, MT: Parkline Trail and Complete Street TIGER Project • Lee County, FL: Complete Streets Initiative
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

June 4, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Public Works Director
SUBJECT: Agreement for the Purchase of Software Programming and License with Carahsoft Technology Corp.

CONTACT: Myriah Hill, Solid Waste Supervisor, [email protected], 209-577-5495 DESCRIPTION:

Consider approving an Agreement for the Purchase of Software Programming and License under the Competitive Bidding Process from NASPO ValuePoint through the State of Utah with Carahsoft Technology Corp. of Reston, Virgina, for a total amount not to exceed $193,365. (Funding Source: Solid Waste Management Fund and SB 1383 Grant from CalRecycle) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiative: Quality of Life Goals and Strategies; engage partners across the community to ensure the safety, resilience, and attractiveness of Modesto; Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts; Strategy 4- Develop and implement a strategy to resolve illegal dumping and related nuisance abatement services.

BACKGROUND:

The Solid Waste Division is responsible for solid waste code enforcement throughout the City of Modesto, including illegal dumping in the public right of way, service violations, contamination, and other waste-related violations. Further, staff must maintain records on all waste collection, levels of services, inspections and route reviews, disposal sites, edible food recovery, waivers, shared containers, self-haul options, and related outreach and education, as required by the State of California’s waste enforcement agency, the Department of Resources, Recycling, and Recovery (CalRecycle).

This data is stored in numerous locations on the Solid Waste Shared Drive using both Microsoft Access and Excel. These databases are cumbersome and prone to errors and lost data. Access is used to store all data related to code enforcement and commercial customers but is not supported by the City of Modesto Information and Technology Department. When an error occurs, the database must be manually re-booted, and staff are unable to access or enter new data until complete. Staff are also limited by the number and complexity of reports that can be #15..
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Agreement for the Purchase Software Programming and License with Carahsoft Technology Corp.

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generated through Access or Excel and by the total number of cases that can be entered. Each year has its own database, meaning that repeat violations may not be noticed and addressed appropriately.

Staff has identified the following areas where the current technology is insufficient or inefficient to track or create reports:
 Maintain records on code enforcement of both City and State laws.  Contain data for both commercial and residential waste service.  Develop notices using a standardized template.
 Include physical address, billing address, and units or suites for applicable locations.  Provide read-only or limited access to users.
 Track inspection, re-inspection, and route review data.  Time-stamped photographs.
 Track illegal dumping locations, reports, collection, and tonnages.  Track invoices created and revenue received or generated.  Interface with GIS.

The City of Modesto is required to report waste data to CalRecycle annually and, following the implementation of Senate Bill (SB) 1383, these reports are increasingly complicated and comprehensive. As the requirements of SB 1383 are fully implemented, the City will need to monitor all waste sorting education, outreach, and enforcement activities, mandated container inspections, and data collected on edible food recovery.

Staff also must use robust and reliable data in the development of new programs and to target education and outreach where it is most needed to comply with CalRecycle. For instance, as route reviews are conducted on residential containers and data is entered in an advanced database, reports can be generated that would show an increase or decrease in contamination.

This can provide direct feedback on the success of education programs or the need to adjust.

Under current technology, staff must spend hours compiling data from various locations and processing it before such simple conclusions can be drawn.

On September 6, 2023, the Solid Waste Division presented this proposal to the Technology, Steering, and Alignment Committee (TSAC), which voted to move the project forward to a Council Committee by majority quorum vote.

DISCUSSION:

The Solid Waste Division researched vendors who would be able to provide the required services. Staff met with possible vendors to discuss needs and viable options. After reviewing available programs, staff determined that Salesforce, Inc. met all the City’s requirements.

Carahsoft Technology Corp. participated in a competitive bidding process with National Association of State Procurement Officials (NASPO ValuePoint) through the State of Utah that matched the requirements for the City of Modesto’s software needs.

On September 11, 2023, the City Manager authorized the Purchasing Manager to solicit the procurement for Purchase of Software Programming and License. On December 21, 2015, the State of Utah issued Request for Proposals (RFP) #CH16012 on behalf of the NASPO ValuePoint, for Cloud Solutions on the BidSync online portal. On March 10, 2016, proposals #15..
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were opened at the State of Utah Division of Purchasing 3150 State Office Building, Capitol Hill Salt Lake City, Utah 84114. Fifty-Eight proposals were received and based on the evaluation committee and criteria outlined in the RFP, 36 contracts were awarded for this commodity which includes Cloud Solutions. Based on the responsive and responsible proposer offering Cloud Solutions that met the minimum qualifications, technical qualifications methodology, approach, and cost scoring requirements. City staff recommends to award to Carahsoft Technologies Corp. of Reston, Virgina to purchase software programming and license for an amount not to exceed $193,365.

NASPO ValuePoint is a cooperative agency which streamlines the procurement process by developing RFPs for national competitive solicitations that meet or exceed local requirements.

The competitive process is continually refined to best meet agency needs and allows NASPO ValuePoint to offer exceptional products from nationally acclaimed vendors.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Sections 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchase plans when the best cost savings interest of the City could be served.

Both requirements were met based on the Competitive Bidding Process selected by NASPO minimizing the cost of staff time conducting and evaluating the bids and accessing pricing based on economy of scale.

FISCAL IMPACT:

The not to exceed cost of $193,365 includes a one-time development of customized software that meets the needs of the Solid Waste Division in the amount of $125,312 and one year of subscription to the provided software for $68,053. For ongoing maintenance and subscription after the first year, staff will return to Council for approval under software agreements. Funding is allocated from the Solid Waste Management Fund and from a SB 1383 Implementation grant provided by CalRecycle.

COMMITTEE RECOMMENDATION:

This item was presented to the Finance Committee on April 29, 2024, and was recommended to forward to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Agreement for the Purchase of Software Programming and License under the Competitive Bidding Process from NASPO ValuePoint through the State of Utah with Carahsoft Technologies Corp., of Reston, Virginia for a total amount not to exceed $193,365, and authorizing the City Manager, or his designee, to execute the Agreement. #15..
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Approved by:

Bill Sandhu, Public Works Director
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Statement of Work - Carahsoft Technologies Corp.

3. Carahsoft Technologies Corp. Quote

4. Scoring Abstract from NASPO

5. NASPO RFP

6. Carahsoft Technologies Corp. RFP

7. TSAC Agenda for September 6, 2023
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\ -1-

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING AN AGREEMENT FOR THE PURCHASE OF

SOFTWARE PROGRAMMING AND LICENSE UNDER THE COMPETITIVE

BIDDING PROCESS FROM NASPO VALUEPOINT THROUGH THE STATE OF UTAH WITH CARAHSOFT TECHNOLOGY CORP. OF RESTON,
VIRGINIA FOR A TOTAL AMOUNT NOT TO EXCEED $193,365, AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE

THE AGREEMENT
WHEREAS, the City of Modesto Solid Waste Division is responsible for solid waste code enforcement, including illegal dumping in the public right of way, service violations, contamination, and other waste-related violations; and WHEREAS, City staff must maintain records on all waste collection, levels of services, inspections and route reviews, disposal sites, edible food recovery, waivers, shared containers, self-haul options, and related outreach and education as required by the State of California’s waste enforcement agency, the Department of Resources, Recycling, and Recovery; and
WHEREAS, on September 11, 2023, the City Manager authorized the Purchasing Manager to solicit the procurement for Purchase of Software Programming and License.

On December 21, 2015, the State of Utah issued Request for Proposals (RFP) #CH16012 on behalf of NASPO ValuePoint for Cloud Solutions on the BidSync online portal. On March 10, 2016 proposals were opened at the State of Utah Division of Purchasing at 3150 State Office Building, Capitol Hill Salt Lake City, Utah 84114. 58 proposals were received and based on the evaluation committee and criteria outlined in the RFP, 36 contracts were awarded for this commodity which includes Cloud Solutions. Based on the responsive and responsible proposer offering Cloud Solutions that met the minimum qualifications methodology, approach, and cost scoring requirements. City staff #15..
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\ -2-
recommends to award to Carahsoft Technologies Corp. of Reston, Virginia to purchase software programming and license for an amount not to exceed $193,365; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served; and WHEREAS, by utilizing the State of Utah Department of Procurement competitive bidding process, the City is complying with the requirements of MMC 8-

8.203 for the Purchase of Software Programming and Licensing with Carahsoft Technology Corp.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an agreement for the purchase of software programming and license under the Competitive Bidding Process from NASPO ValuePoint through the State of Utah with Carahsoft Technologies Corp., of Reston, Virginia for a total amount not to exceed $193,365.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is authorized to execute the agreement in a form approved by the City Attorney. #15..
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of June 2024, by Councilmember? who moved its adoption, which motion being duly seconded by Councilmember? was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: __________________________
DIANE NAYARES-PEREZ, CMC, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: _______________________________
JOSE M. SANCHEZ, City Attorney
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November 2022
CARAHSOFT TECHNOLOGY CORP.’S
Statement of Work ID# 42407762 for
City of Modesto
January 04
, 202
4 Carahsoft Q# 42407762
NASPO Cloud Solutions
CA: 7-17-70-40-05

SOLUTION PROVIDED BY
Carahsoft
CARAHSOFT TECHNOLOGY CORP.
11493 SUNSET HILLS ROAD, SUITE
100 RESTON, VA 20190
888.66.CARAH |
WWW.CARAHSOFT.COM
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June 14, 2023
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] ● Participant Introductions
● Summit Technologies Introduction & Overview
● Requirements Discussion (deployment scoping)
● Questions
● Next Steps
agenda
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] biography
Josh Hines
Salesforce Consultant
[email protected]
Josh Hines is a senior consultant at Summit Technologies, where he plays a critical role in ensuring project success for clients. He works closely with clients to address their concerns and provides effective solutions. Josh also serves as a mentor to his colleagues. With a strong background in Salesforce, he is 8X certified and holds certifications in Field Service Consultant, Experience Cloud Consultant, and Nonprofit Cloud Consultant.

One of Josh's professional highlights was leading a workshop titled "Drive Service Transformation with Lightning and Digital Channels" at Dreamforce, the annual Salesforce conference. He graduated from DeVry University with a degree in Business Administration with a focus on Information Systems and has been working with Salesforce since 2014. Josh joined Summit Technologies in 2019 and brings a wealth of skills, including strong communication abilities, analytical and logical thinking, and an ability to adapt and learn quickly.

Aside from his professional achievements, Josh is a proud father to his daughter and has been happily married for over 15 years. He has a cockapoo named Tucker who loves to join him and his family on beach trips. Josh also has a remarkable accomplishment of receiving a Life-Saving Award from the Ohio House, Ohio Senate, County Sheriff Office, and County Commissioners for rescuing his mother and himself from a house fire. In his free time, Josh enjoys swimming, cooking, playing video games, and working on his Mustang. #15..
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] biography
Ted Chimiklis
Client Advisor and Board Member
[email protected]
Ted Chimiklis is a technology professional with over two and a half decades of expertise in IT sales, sales management, and operations. Throughout his career, he has worked at several fast-growing technology companies, including KnowledgWare, GIGA Information Group, Object Design, ServiceNow, Informatica, and Accela. He has made a significant impact on these companies by driving substantial revenue growth, which has led to successful IPOs or acquisitions.

Ted has held a range of management positions overseeing sales and operations in North America, APAC, and EMEA. At Object Design, he played a key role in establishing the Business Alliance Channel that resulted in a major partnership agreement and investment from IBM Software Group. He also held senior management positions at SEAGULL Software and Journee Software, where he established the initial sales teams to tap into new markets.

While at ServiceNow, Ted was responsible for leading the Southeast Area direct sales organization, acquiring customers such as Coca-Cola, Cox Communications, FedEx, and other Fortune 1000 companies. He led the East Commercial and SLED salesforce at Informatica and was the Executive Director of Emerging Markets, Public Sector at Accela. Currently, Ted serves as a Client Advisor and member of the Summit Technologies Advisory Board.
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] about
summit technologies
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] • Columbus-based Exclusive Salesforce Implementation
Partner
• Completed 600+ Salesforce projects since 2016 with 200+ customers
• Successfully implemented Sales, Service, Experience,
Pardot, NPSP, EDA, Gov Foundation, and Marketing Clouds • 5 star rating on AppExchange
• Developed proprietary systems and processes to ensure project success
• Developed accelerators, getting to value faster
• Average of 5 Salesforce certifications per consultant • Committed to Salesforce best practices - low code or no code solutions
we are salesforce
platform &
product experts
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] we deliver a wide range of salesforce
solutions
Based in Columbus Ohio with
clients across North America
• Process automation and optimization (CRM, Case,
Grant, Sales, Licensing & Permitting, etc.)
• Post sales processes such as client onboarding and
project management
• Marketing automation using customer journeys,
outreach, social engagement, etc.
• Service and Case Management
• Field Service Management
• Customer and partner portals
• Digital engagement
• Contact center solutions
• Accounting, ERP, and other system integrations
• Licensing, Permits, and Inspections (LPI)
• Contract lifecycle management
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] summit technologies focus clouds & studios #15..
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] we know government services
and how to optimize your experience
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] Health Check
Evaluate your implementation and provide recommendations on: Security, Business Processes, Best Practices, Lightning Readiness, Data integrity, App check, Integration check, User adoption, and New features
Project IV&V
Independent verification and validation
(IV&V) of the implementation of current
Salesforce projects by internal staff or other
partners; Adherence to architecture,
requirements, and best practices
Center of Excellence Scaling
Build and train a balanced team of Salesforce professionals with the proper mix of resource talent; Establish a pipeline of fresh Salesforce talent
Managed Services
Administrative support to keep you running
post-go-live; Production break/fix and end-user
support services; Ongoing enhancement to
respond to user requests for functionality
adjustments; Strategic Salesforce visioning,
guidance and best practices
Strategic Services
Fractional CIO/CTO services; Strategic
Planning; Technology, Process, & People
roadmap; Thought leadership to guide and
advise on your current Roadmap, or master
plan; Update/Create a roadmap for how and
when to adjust the solution as business needs
change and as the platform evolves
Training
Custom-tailored Salesforce training
programs for beginner users, advanced
users, administrators, and IT professionals
our services
Project & Product Development
Full cycle implementation of your digital transformation initiative on the Salesforce platform – includes all software lifecycle disciplines: discovery, architecture, development, training, go-live support, etc.

Quick-Start
2 to 4 week implementation of the most popular Clouds; Tailor Salesforce to your unique requirements; Configure the most popular features, quick data import, and user training #15..
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] we partner with the leading apps
on the appexchange
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] our mission and core values
Innovation
Never settle, but seek what’s possible in
order to better meet the needs of our
community, employees, and customers
Integrity
Act with integrity and honesty, and focus on
putting ourselves in the shoes of others
Respect
Treat our employees and customers with
dignity and respect we should expect and
appreciate from others
Stewardship
Commit to excellence and leadership in our
specialty. Strive to be one of the best technology
solution providers, managing our business
profitably, providing value for our clients, and
opportunities for our employees through long-term
sustainable growth
Culture
Provide a working environment that fosters
ability to pursue and achieve company and
personal goals, and value the strength
gained from diversity
Community
Actively encourage and support
involvement with social programs that lift
our community
With our strong commitment to,
and investment in our people,
we deliver innovative solutions
that create value for our clients
and contribute to the
achievement of their goals
Mission
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committed to your success
#15..
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] Run reports to sow hotspot dumping
maps, report inspections to State, how
many tags were issued, contamination
rate and compliance rate
Need to eliminate spreadsheets
and upgrade / migrate existing
databases
Need to automate all manual process
and reporting
Ability to schedule and route
inspectors on a daily basis , time
stamp photos, add re-inspections
Need portal access to track violations, setup case
numbers, tack payments and log cases
Need to be able to identify property by
physical address and units/suites for
both commercial and residential
what we heard Manage Code Enforcement Violations for City and State Laws - Hub for commercial and residential
accounts
1 2
3 4
5 6
7 #15..
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] Summit Technologies Implementation Services
Public Sector Implementation $48,000.00
Salesforce Maps $11,946.67
Document Generation & Conga Setup $13,738.67
Case Setup $8,960.00
Docusign Configuration $5,973.33
Data Loading Training and Support $2,986.67
Invoice Setup $14,933.33
Reports & Dashboards $5,973.33
Project Management $4,800.00
Architect $3,200.00
Training & Go Live Support $4,800.00
Total $125,312.00
services*
investment
summary
Presented 06/14/2023
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] Summit Technologies Implementation Services
Optional Services - Additional Cost:

One Year Managed Services (2 hours per month) $5,760.00 Data Loading handled by Summit $14,933.33
Total $20,693.33
services*
investment
summary
Presented 06/14/2023
Travel: If Travel is necessary a Change Order will be issued by Carahsoft #15..
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] Test &
Deploy
Support
Build
Train
Discovery
& Design
proposed implementation timeline
seven sprints (14 weeks)
Sprint 1
2 WEEKS
Sprint 2
2 WEEKS
Sprint 3
2 WEEKS
Sprint 4
2 WEEKS
Kick-off
Users &
Security
Public Sector Implementation
Deploy
Admin Training
Go-Live
1 WEEK
Sprint 5
2 WEEKS
Data
Verification Data Loading
End User Training
Sprint 6
2 WEEKS
Docusign
Configuration
User Acceptance Testing
Sprint 7
2 WEEKS
Reports & Dashboards
Go Live
Case Setup, Document Generation
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] our implementation strategy
We use a hybrid Agile / Waterfall approach for our projects • Initial discovery and business process review to flesh out MVP requirements
• Design, planning, project management and client
collaboration in our proprietary project workbook and
project management systems
• Two week sprints, most consisting of discovery, build, testing and deployment
• Project-specific User and Admin training
• User Acceptance Testing and deployment
• Final data loading (if needed) and Go-Live
• Post implementation support and further system expansion and improvement
discover
deploy
train
test
build
design
agile
process
#15..
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] Role Resource Profile & Responsibilities
Principal Salesforce
Consultant
▪ Provide delivery oversight and governance
▪ Ensure project governance meets quality standards
▪ Lead Business process workstream and Business Process Analyst ▪ Uncover Client’s business processes and requirements to ensure the solution addresses their specific needs and objectives
▪ Assist with Change Management to train end users
Project/Delivery Manager ▪ Develop a Project Plan with milestones & deliverables ▪ Work to resolve issues as appropriate, serve as first-level escalation point ▪ Manage project scope, schedule, budget, and Summit Technologies resources ▪ Coordinate day-to-day and milestone-based project activities ▪ Lead regular project status meetings and produces status reports Business Analyst ▪ Gather and document business processes and requirements, manages requirements ▪ Support workshops and preparing workshop documentation and deliverables ▪ Support test case definition, testing processes and test execution to confirm requirements are satisfied
▪ Responsible for quality of solution, testing functionality once developed or fixed ▪ Execute test plans/scripts during QA phase
▪ Track issues/bugs for resolution by development team
the summit technologies project team #15..
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] Role Resource Profile & Responsibilities
Salesforce Administrator ▪ Responsible for configuration and declarative development of the Salesforce platform ▪ Well-versed in Salesforce native functionality
Salesforce Developer ▪ Responsible for configuration and declarative development of the Salesforce platform ▪ Well-versed in Salesforce native functionality
▪ Use Apex, Visualforce and JavaScript to create unique customer-based solutions ▪ Create product integrations using API's, Apex and iPaaS technologies Salesforce Architect ▪ Design domain-specific, multi-cloud solutions on the Platform to power personalized, frictionless customer experiences that maximize business value ▪ Solve complex, large-scale customer challenges to produce secure, scalable, and high-performance solutions that maximize the full potential of the Platform ▪ Strategic advisor with focus on business transformation with domain expertise in functional, platform, and integration architecture
Data Architect ▪ Develop data migration approaches and scope including tools and data security ▪ Develop data mappings including data structures and formats based on existing object model, future state data model, and data set up and formats in external applications ▪ Collaborate with customers’ Data SME on data extraction efforts and loading/import of ▪ Collaborate with customers SMEs on data validation efforts including deduplication strategy, and necessary transformations before data ingestion into Salesforce the summit technologies project team #15..
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] Role Resource Profile & Responsibilities
Project Manager & Product
Owner
▪ Responsible for internal communication of overall project budget and timelines ▪ Communicates product vision and requirements
▪ Participates in upfront activities and preparation for workshops as the voice for business objectives and context
▪ Review and approve key project deliverables with stakeholders ▪ Serve as Summit Technologies’ primary point of contact ▪ Collaborate with Summit Technologies Project Manager to establish a project plan, milestones, and timelines
▪ Organize and coordinate Client internal resources and reviews/approvals ▪ Work to resolve issues with the Summit Technologies Project Manager Executive Sponsor ▪ Carry ultimate responsibility for the project ▪ Approve all changes to the project scope
▪ Provide additional funds for scope changes
▪ Approve project deliverables and milestones
Change Management Lead ▪ Establish change management plan based on Summit Technologies recommendations ▪ Execute change management plans (communication, training) ▪ Produce change management-related documentation (training manuals, end-user documentation, business process flows)
the client team – what we need from you #15..
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555 s front st columbus oh 43215 • 614.859.6543 • [email protected] Role Resource Profile & Responsibilities
Core Team Members
(Various)
▪ Represent needs/objectives of respective business areas ▪ Participate in workshops and interviews
▪ Provide information regarding style guides
▪ Support/Review/Approve visual designs and overall user experience ▪ Provide feedback at specific intervals
▪ Assist in escalation of issues and roadblocks
▪ Plan/Conduct user acceptance testing activities
Supporting Business Function
Stakeholders & SMEs
▪ Provide insights/perspectives related to respective areas ▪ Participate in workshops and interviews
▪ Provide information regarding current state processes and challenges ▪ Participate in review and validation sessions
▪ Sponsor/Advocate/Support project activities (e.g. help facilitate making appropriate connections within their organizations to support data gathering and/or research activities) Technology Liaison ▪ Provide technology governance guidance and support ▪ Provide necessary support and access to other systems needed for this effort ▪ Broker dialog with vendor representatives of other systems and technologies that interface with this project
the client team – what we need from you #15..
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success delivered
#15..
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City of Modesto
Name:____________________
Signature:___________________
_
Title:__________________
Date:________________
Carahsoft Technology
Name:________________
Signature:______________
Title:_________________
Date:_________________
#15..
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CONFIDENTIAL
PAGE 1 of 3
QUOTE DATE:

QUOTE NO:
01/04/2024
42407762
TO: Michele Hunt
City of Modesto
USA
EMAIL: [email protected]
PHONE:

FROM: Bailey McCummings
Carahsoft Technology Corp.
11493 Sunset Hills Road
Suite 100
Reston, Virginia 20190
EMAIL: [email protected]
PHONE: (571) 662-3422
TERMS: Contract Number: 7-17-70-40-05
NASPO Master Contract Number: AR2472
Contract Term: 09/15/17 - 09/15/26
Shipping Point: FOB Destination
Credit Cards: VISA/MasterCard/AMEX
Remit To: Same as Above
Payment Terms: Net 45 (On Approved Credit)
Sales Tax May Apply
QUOTE NO: 42407762
QUOTE DATE: 01/04/2024
QUOTE EXPIRES: 07/31/2024
RFQ NO:

SHIPPING: ESD
TOTAL PRICE: $193,364.48
TOTAL QUOTE: $193,364.48
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE

SALESFORCE LICENSES
1 200013349 Public Sector Foundation - Advanced - Enterprise Edition $2,112.00 COOP 24 $50,688.00 Salesforce.com, Inc. - 200013349
Start Date: 07/01/2024
End Date: 06/30/2025
2 200005696 Salesforce Shield 30% of Net Price $10,644.48 COOP 1 $10,644.48 Salesforce.com, Inc. - 200005696
Start Date: 03/04/2024
End Date: 03/03/2025
3 200001013 Salesforce Maps - Enterprise Edition $672.00 COOP 10 $6,720.00 Salesforce.com, Inc. - 200001013
Start Date: 07/01/2024
End Date: 06/30/2025
SALESFORCE LICENSES SUBTOTAL: $68,052.48

SUMMIT TECHNOLOGIES SERVICES
4 AR2472-CAR001-103 Custom Professional Services. Scoped Milestone. SOW $48,000.00 COOP 1 $48,000.00 Required.

Public Sector Implementation
Carahsoft Technology Corporation - AR2472-CAR001-103
5 AR2472-CAR001-103 Custom Professional Services. Scoped Milestone. SOW $11,946.67 COOP 1 $11,946.67 Required.

Salesforce Maps
Carahsoft Technology Corporation - AR2472-CAR001-103
6 AR2472-CAR001-103 Custom Professional Services. Scoped Milestone. SOW $13,738.67 COOP 1 $13,738.67 Required.

Document Generation & Conga Setup
Carahsoft Technology Corporation - AR2472-CAR001-103
7 AR2472-CAR001-103 Custom Professional Services. Scoped Milestone. SOW $8,960.00 COOP 1 $8,960.00 Required.

Case Setup
Carahsoft Technology Corporation - AR2472-CAR001-103
8 AR2472-CAR001-103 Custom Professional Services. Scoped Milestone. SOW $5,973.33 COOP 1 $5,973.33 Required.

Docusign Configuration
Carahsoft Technology Corporation - AR2472-CAR001-103
#15..
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CONFIDENTIAL
PAGE 2 of 3
QUOTE DATE:

QUOTE NO:
01/04/2024
42407762
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE 9 AR2472-CAR001-103 Custom Professional Services. Scoped Milestone. SOW Required.

Data Loading Training and Support
Carahsoft Technology Corporation - AR2472-CAR001-103
$2,986.67 COOP 1 $2,986.67
10 AR2472-CAR001-103 Custom Professional Services. Scoped Milestone. SOW Required.

Invoice Setup
Carahsoft Technology Corporation - AR2472-CAR001-103
$14,933.33 COOP 1 $14,933.33
11 AR2472-CAR001-103 Custom Professional Services. Scoped Milestone. SOW Required.

Reports & Dashboards
Carahsoft Technology Corporation - AR2472-CAR001-103
$5,973.33 COOP 1 $5,973.33
12 AR2472-CAR001-103 Custom Professional Services. Scoped Milestone. SOW Required.

Project Management
Carahsoft Technology Corporation - AR2472-CAR001-103
$4,800.00 COOP 1 $4,800.00
13 AR2472-CAR001-103 Custom Professional Services. Scoped Milestone. SOW Required.

Architect
Carahsoft Technology Corporation - AR2472-CAR001-103
$3,200.00 COOP 1 $3,200.00
14 AR2472-CAR001-103 Custom Professional Services. Scoped Milestone. SOW Required.

Training & Go Live Support
Carahsoft Technology Corporation - AR2472-CAR001-103
$4,800.00 COOP 1 $4,800.00
SUMMIT TECHNOLOGIES SERVICES SUBTOTAL: $125,312.00
SUBTOTAL: $193,364.48
TOTAL PRICE: $193,364.48
TOTAL QUOTE: $193,364.48

SUGGESTED OPTIONS
LINE NO. PART NO. DESCRIPTION - QUOTE PRICE QTY EXTENDED PRICE

SUMMIT TECHNOLOGIES SERVICES (OPTIONAL)
15 AR2472-CAR001-103 Custom Professional Services. Scoped Milestone. SOW Required.

One Year Managed Services (2 hours per month)
Carahsoft Technology Corporation - AR2472-CAR001-103
$5,760.00 COOP 1 $5,760.00
16 AR2472-CAR001-103 Custom Professional Services. Scoped Milestone. SOW Required.

Data Loading handled by Summit
Carahsoft Technology Corporation - AR2472-CAR001-103
$14,933.33 COOP 1 $14,933.33
SUGGESTED SUBTOTAL: $20,693.33
#15..
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CONFIDENTIAL
PAGE 3 of 3
QUOTE DATE:

QUOTE NO:
01/04/2024
42407762
Customer must reference Quote #42407762 and NASPO Cloud Solutions Contract 7-17-70-40-05 on PO ***Please see attached SOW for Service Terms***
-----------------------
Product Special Terms
Salesforce Inbox
In order to access Salesforce Inbox, it must be activated by the Customer'ssystem administrator via the following link: https://appexchange.salesforce.com/listingDetail? listingId=a0N3000000CNj52EAD
Emergency Program Management
In order to access Emergency Program Management Services, Customer’s system administrator must first install the managed package via the following link:
http://industries.force.com/publicsector.

Public Sector Foundation - Advanced
In order to access Omnistudio features and functionality, Customer’s system administrator must first install the latest OmniStudio managed package available at:
https://help.salesforce.com/s/articleView?id=sf.os_omnistudio_release_summary_for_installation_and_upgrade.htm&type=5.

Salesforce Maps
In order to use the Salesforce Maps Services, Customer'ssystem administrator must first install the managed package (available at https://sfdc.co/SFMapsInstall).

Salesforce Shield
In order to use the Data Detect features, Customer’ssystem administrator mustfirst install the managed package available at: https://sfdc.co/install-datadetect.

Einstein Features
SFDC may access Customer Data submitted to the Einstein features for the purpose of improving and training services and features Customer may access, and Customer instructs SFDC to process its Customer Data for such purpose. Customer retains all ownership of its Customer Data and SFDC retains all ownership in and to aggregated machine learning results.
--------------------
Customer must reference Quote number and Contract # on Purchase Order.

Should Customer purchase via Reseller all terms of Carahsoft Quote must be incorporated in Reseller quote and Customer Purchase Order to Reseller.

Any increase in subscription pricing (excluding support and resource-based Services) for the first renewal term will be in accordance with SFDC's pricing and policies in effect at the time of the renewal or as otherwise agreed to by the parties or noted in these quote terms or contract Licensee agrees that any order for Salesforce Services will be governed by the terms and conditions of the Carahsoft Salesforce Service Terms, copies of which are found at https://carah.io/SFDC-TOU and all Schedules and Documentation referenced by the Terms are made a part hereof. The parties agree that any term or condition stated in a Customer purchase order or in any other Customer order documentation (excluding Quotes) is void. In the event of any conflict or inconsistency among the following documents, the order of precedence shall be: (1) the applicable Quotes (and their Contract Vehicle), (2) the TOU, and (3) the Documentation. Licensee acknowledges it has had the opportunity to review the Terms, prior to executing an order.

Product Terms Directory: http://carah.io/Product-Terms-Directory Help & Training: http://carah.io/Help
Government Cloud Plus: http://www.carahsoft.com/government-cloud-terms A list of currently available FedRAMP/IL4 Authorized Salesforce products can be found here: https://help.salesforce.com/articleView?id=000270080&language=en_US&type=1 #15..
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Cost Scores AT&T ATOS Inc Carahsoft CDW Govt. Century Link CGI Cisco Sys CSRA Day 1 Solutions
Cost
147.2 Cost Points 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 Score Summary AT&T ATOS Inc Carahsoft CDW Govt. Century Link CGI Cisco Sys CSRA Day 1 Solutions
Total Technical Points (Total Possible = 1325) 929.2 935.8 934.2 936.7 966.7 937.5 977.5 1003.3 1034.2 Total Cost Points (Total Possible = 147.2) 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 Grand Total Points (Total Possible = 1472.2) 1076.4 1083.0 1081.4 1083.9 1113.9 1084.7 1124.7 1150.5 1181.4 Total
Cost
Points
DLT Solutions Emergent
Environmental
Sys. Research
(ESRI)
IBM Info Reliance Insight Public
Sector Logicworks Oracle America SHI Smartronix
Strategic
Communicati
on
TCC Software
Solutions Unisys Vmware Inc Cherry Road
147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 DLT Solutions Emergent
Environmental
Sys. Research
(ESRI)
IBM Info Reliance Insight Public
Sector Logicworks Oracle America SHI Smartronix
Strategic
Communicati
on
TCC Software
Solutions Unisys Vmware Inc Cherry Road
1001.7 935.0 975.0 1029.2 1043.3 927.5 928.3 955.0 976.7 1043.3 1025.0 969.2 974.2 1001.7 929.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 1148.9 1082.2 1122.2 1176.4 1190.5 1074.7 1075.5 1102.2 1123.9 1190.5 1172.2 1116.4 1121.4 1148.9 1076.4 Vendor A Vendor B Vendor C Vendor D Vendor E Vendor F Vendor G Vendor H Vendor I A&T Systems EMC Corp. IMMX Group NTT Data Inc Verizon Vendor J

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 147.2 147.2 147.2 147.2 147.2 0.0 Vendor A Vendor B Vendor C Vendor D Vendor E Vendor F Vendor G Vendor H Vendor I A&T Systems EMC Corp. IMMX Group NTT Data Inc Verizon Vendor J 886.7 848.3 851.7 650.0 820.0 842.5 899.2 867.5 827.5 1037.5 993.3 966.7 1020.0 957.5 865.0

0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 0.0 147.2 147.2 147.2 147.2 147.2 0.0 886.7 848.3 851.7 650.0 820.0 842.5 899.2 867.5 827.5 1184.7 1140.5 1113.9 1167.2 1104.7 865.0 Teradata Collab9 Inc Contact
Solutions Broadvoice FireEye GuideSoft Quest Retarus Workday Vendor K Vendor L Vendor M Vendor N 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 0.0 0.0 0.0 0.0 Teradata Collab9 Inc Contact
Solutions Broadvoice FireEye GuideSoft Quest Retarus Workday Vendor K Vendor L Vendor M Vendor N 932.5 948.3 985.0 902.5 911.7 951.7 916.7 950.8 892.5 875.0 880.8 849.2 848.3 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 147.2 0.0 0.0 0.0 0.0 1079.7 1095.5 1132.2 1049.7 1058.9 1098.9 1063.9 1098.0 1039.7 875.0 880.8 849.2 848.3 #15..
- 331 -
5 6
Solicitation CH16012
NASPO ValuePoint Cloud Solutions
Bid Designation: Public
State of Utah
State of Utah Bid CH16012
3/22/2016 4:23 PM p. 1
#15..
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5 Bid CH16012
NASPO ValuePoint Cloud Solutions
Bid Number    CH16012
Bid Title    NASPO ValuePoint Cloud Solutions
Bid Start Date Dec 21, 2015 11:15:04 AM MST
Bid End Date Mar 10, 2016 1:00:00 PM MST
Question &
Answer End Date Jan 29, 2016 12:00:00 PM MST
Bid Contact    Christopher Hughes
Contracts Analyst
DAS
801-538-3254
[email protected]
Contract Duration    See Specifications
Contract Renewal    See Specifications
Prices Good for    Not Applicable
Bid Comments The State of Utah, Division of Purchasing (Lead State) is requesting proposals for cloud solutions in furtherance of the NASPO ValuePoint Cooperative Purchasing Program. The purpose of this Request for Proposals (RFP) is to establish Master Agreements with qualified Offerors to provide services related to cloud solutions for all Participating Entities. The objective of this RFP is to obtain best value, and achieve more favorable pricing, than is obtainable by an individual state or local government entity because of the collective volume of potential purchases by numerous state and local government entities. The Master Agreement(s) resulting from this procurement shall be extended to state governments (including departments, agencies, institutions), institutions of higher education, political subdivisions (i.e., colleges, school districts, counties, cities, etc.), the District of Columbia, territories of the United States, and other eligible entities subject to approval of the individual state procurement director and compliance with local statutory and regulatory provisions. The initial term of the Master Agreement shall be ten (10) years with no renewal provisions; however, Contract Vendors must submit an annual certification that they are still compliant with the mandatory minimum requirements and technical specification of the RFP.

Each state, territory, and participating entity is unique in how they currently employ cloud solutions; some are utilizing cloud solutions to augment services that their technology departments provide to end users and some have not entered the realm of outsourcing technical solutions to cloud solutions providers. This cooperative procurement effort’s objective is to provide states, territories, and their authorized political subdivisions with high quality cloud based service providers that have the ability to provide a menu of cloud solutions offerings that will ultimately increase the technology department’s overall efficiency, reduce costs, improve operational scalability, provide business continuity, increase collaboration efficiencies, and allow for expanded flexibility in work practices and system improvements.

The resulting Master Agreement contract(s) will provide Participating Entities with access to technical capabilities that run in cloud environments and meet the NIST Essential Characteristics. Sub-categories in scope are the three NIST Service Models, Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS).

The awarded contracts will allow Participating Entities to choose cloud solutions that meet the following descriptions:

Commercially available cloud computing services
Meets the National Institute for Standards and Technology (NIST) definition of Cloud Computing Open to all deployment models (private, public, community or hybrid), vendors specify deployment models
Added on Dec 22, 2015:

Please do not contact the State of Utah Division of Purchasing. All questions must be posted on Bidsync.

Attachment H has been uploaded to this solicitation.

Added on Dec 24, 2015:

Solicitation has been revised to include the State of Vermont's Terms and Conditions.

State of Utah Bid CH16012
3/22/2016 4:23 PM p. 2
#15..
- 333 -
Open to all deployment models (private, public, community or hybrid), vendors specify deployment models
Added on Dec 22, 2015:

Please do not contact the State of Utah Division of Purchasing. All questions must be posted on Bidsync.

Attachment H has been uploaded to this solicitation.

Added on Dec 24, 2015:

Solicitation has been revised to include the State of Vermont's Terms and Conditions.

Added on Jan 5, 2016:

This addendum adds the Exhibits to Attachment B as separate documents.

Added on Jan 12, 2016:

The contract signature page has been uploaded as "Vendor Info Form". Please complete this document, sign it, and attach it to your proposal.

Added on Jan 15, 2016:

Louisiana has provided its intent to participate.

And the Commonwealth of Virginia has revised its Intent to Participate which includes Virginia's Terms and Conditions.

Added on Jan 28, 2016:

This addendum is being provided to inform Offerors that the State of Alabama has provided its intent to participate in this RFP.

Added on Feb 1, 2016:

Florida has submitted an Intent to Participate in this solicitation.

Added on Feb 3, 2016:

The following documents have been amended: Cloud Solutions - Request for Proposals - CH16012 (final), Attachment A - NASPO ValuePoint Master Agreement Terms and Conditions (final), Attachment G - Cost Proposal (final), and Attachment H - Identification of Service Models (final). Offerors should review all of the new documents.

The Request for Proposals document was modified in response to questions posted during the Q&A period. In particular Sections 5, 6, 7, 8, and 9 have been modified.

Attachment A, G, and H were modified in response to questions posted during the Q&A period.

Also, Attachment F has been deleted.

In addition, an Acknowledgement of Amendments to the RFP has been created. Offerors must complete and return this document as part of its proposal.

Offerors should download a new packet.

Added on Feb 5, 2016:

The "Cloud Solutions - Request for Proposals - CH16012final.docx" and the "CH16012 - Score Sheet.xls" were modified to reflect that the total possible point for an Offeror's technical response is 1325 points.

Offerors are encouraged to read Section 4.3.2.

Added on Feb 10, 2016:

The End Date for this Solicitation has been extended from February 26, 2016 to March 10, 2016 at 1:00 pm MTN.

The RFP document as been modified and a new document has been uploaded "Cloud Solutions - Request for Proposals - CH16012(final) - 02102016". Offerors should use this document in responding to the solicitation.

Also the Acknowledgement of Amendments to the RFP has been updated to "ACKNOWLEDGEMENT OF AMENDMENTS TO RFP (final) - 02102016". Offers should attach this document in responding to this RFP.

Addendum # 1
New Documents           Attachment H - Identification of Service Models.docx Addendum # 2
New Documents           VT terms for BGS multistate procurements 10Dec2015.pdf Addendum # 3
New Documents           Exhibit 1 to Attachment B - CAIQ v3.0.1-09-16-2014.xlsx Exhibit 2 to Attachment B - CSA_CCM_v3.0.1-09-16-2014.xlsx Addendum # 4
New Documents           Vendor Info Form.docx
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Addendum # 4
New Documents           Vendor Info Form.docx
Addendum # 5
New Documents           Louisiana - Intent to Participate.pdf Virginia - Intent to Participate - Revision.pdf
Addendum # 6
Addendum # 7
Addendum # 8
New Documents           ACKNOWLEDGEMENT OF AMENDMENTS TO RFP final.docx Attachment H - Identification of Service Models final.docx Attachment A - NASPO ValuePoint Master Agreement Terms and Conditions final.docx Attachment G - Cost Proposal final.docx
Cloud Solutions - Request for Proposals - CH16012final.docx CH16012 - Score Sheet.xls
Removed Documents    Attachment A - NASPO ValuePoint Master Agreement Terms and Conditions.docx Attachment F - Usage Report Summary - Sample - NASPO ValuePoint.xlsx Attachment G - Cost Proposal.docx
CH16012 - Score Sheet.xls
Cloud Solutions - Request for Proposals - CH16012.docx
Attachment H - Identification of Service Models.docx
Addendum # 9
New Documents           Cloud Solutions - Request for Proposals - CH16012final.docx CH16012 - Score Sheet.xls
Removed Documents    Cloud Solutions - Request for Proposals - CH16012final.docx CH16012 - Score Sheet.xls
Addendum # 10
New Documents           ACKNOWLEDGEMENT OF AMENDMENTS TO RFP final - 02102016.docx Cloud Solutions - Request for Proposals - CH16012final - 02102016.docx Removed Documents    ACKNOWLEDGEMENT OF AMENDMENTS TO RFP final.docx Cloud Solutions - Request for Proposals - CH16012final.docx Previous End Date    Feb 26, 2016 1:00:00 PM MST New End Date    Mar 10, 2016 1:00:00 PM MST Item Response Form
Item     CH16012--01-01 - Cloud Solutions
Quantity    1 n/a
Unit Price
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6 Item     CH16012--01-01 - Cloud Solutions
Quantity    1 n/a
Unit Price
Delivery Location          State of Utah
No Location Specified
Qty 1
Description
NASPO ValuePoint Cooperative Purchasing Program, facilitated by the NASPO Cooperative Purchasing Organization LLC, a 501(c)(3) limited liability company (doing business as NASPO ValuePoint) is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint.  The NASPO ValuePoint Cooperative Purchasing Organization facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. The NASPO ValuePoint Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may be performing contract administration functions as assigned by the Lead State. State of Utah Bid CH16012 3/22/2016 4:23 PM p. 5
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5 6

STATE OF UTAH
SOLICITATION NO. CH16012
NASPO ValuePoint Cloud Solutions
RESPONSES DUE NO LATER THAN:

Mar 10, 2016 1:00:00 PM MST
RESPONSES MAY BE SUBMITTED ELECTRONICALLY TO:
www.bidsync.com
RESPONSES MAY BE MAILED OR DELIVERED TO:

State of Utah
Division of Purchasing
3150 State Office Building, Capitol Hill
Salt Lake City, Utah 84114-1061
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5 State of Utah
Request for Proposal
Legal Company Name (include d/b/a if applicable) Federal Tax Identification Number
State of Utah Sales Tax ID
Number
Ordering Address City State Zip Code
Remittance Address (if different from ordering address) City State Zip Code Type
Corporation Partnership Proprietorship Government Company Contact Person
Telephone Number (include area code) Fax Number (include area code) Company’s Internet Web Address Email Address
Discount Terms (for prompt payment discounts): Days Required for Delivery After Receipt of Order (see attached for any required minimums)
By submitting a proposal in response to this RFP, the Offeror acknowledges and agrees that the specifications, terms and conditions, or other elements of the RFP are not ambiguous, confusing, contradictory, unduly restrictive, erroneous, or anticompetitive. The Offeror further acknowledges that it has read this RFP, along with any attached or referenced documents, and this document, including the General Provisions.

Offeror’s Authorized Representative’s Signature Date
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N O T I C E
When submitting a proposal electronically through BidSync, it is the sole responsibility of the Offeror to ensure that the proposal is received by BidSync prior to the closing date and time. Each of the following steps in BidSync MUST completed in order to place an offer:

A. Login to www.bidsync.com;
B. Locate the bid (solicitation) to which you are responding; a. Click the “Search” tab on the top left of the page;
b. Enter keyword or bid (solicitation) number and click “Search”; C. Click on the “Bid title/description” to open the Bid (solicitation) Information Page; D. “View and Accept” all documents in the document section; E. Select “Place Offer” found at the bottom of the page; F. Enter your pricing, notes, and other required information and upload attachments to this page; G. Click “Submit” at the bottom of the page;
H. Review Offer(s); and
I. Enter your password and click “Confirm”.

Note that the final step in submitting a proposal involves the Offeror’s acknowledgement that the information and documents entered into the BidSync system are accurate and represent the Offeror’s actual proposal. This acknowledgement is registered in BidSync when the Offeror clicks “Confirm”. BidSync will post a notice that the proposal has been received.

This notice from BidSync MUST be recorded prior to the closing date and time or the proposal will be considered late and will not be accepted.

Be aware that entering information and uploading documents into BidSync may take considerable time. Please allow sufficient time to complete the online forms and upload documents. Offerors should not wait until the last minute to submit a proposal. It is recommended that Offerors submit proposals a minimum of 24 hours prior to the closing date and time. The deadline for submitting information and documents will end at the closing time indicated in the solicitation. All information and documents must be fully entered, uploaded, acknowledged (Confirm) and recorded into BidSync before the closing date and time or the system will stop the process and the proposal will be considered late and will not be accepted.

Proposals submitted in BidSync are completely secure. No one (including the Division of Purchasing) can see proposals until after the closing date and time. Offerors may modify or change their proposals at any time prior to the closing date and time. However, all modifications or changes must be completed and acknowledged (Confirm) in the BidSync system prior to the closing date and time. BidSync will post a notice that the modification/change (new offer) has been received. This notice from BidSync MUST be recorded prior to the closing date and time or the response will be considered late and will not be accepted.

Section 46-4-402(2) of the Utah Code provides that unless otherwise agreed between a sender (Offeror) and the recipient (Division of Purchasing), an electronic record is received when: (a) it enters an information processing system that the recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and (b) it is in a form capable of being processed by that system Type or Print Name Position or Title
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This notice from BidSync MUST be recorded prior to the closing date and time or the proposal will be considered late and will not be accepted.

GENERAL PROVISIONS

1. GOVERNING LAWS: All purchases made under this Request for Proposals (RFP) are subject to the Utah Procurement Code and the applicable State of Utah Administrative Code. These are available at www.purchasing.utah.gov. By submitting a proposal, the Offeror warrants that it and the procurement item(s) purchased under this RFP comply fully with all applicable Federal and State laws and regulations, including applicable licensure and certification requirements.

2. SUBMITTING A PROPOSAL: By submitting a proposal in response to this RFP, the Offeror acknowledges that the minimum requirements, technical specifications, scope of work, and the evaluation process, outlined in this RFP are fair, equitable, not unduly restrictive, and understood. Any exceptions to the content of this RFP, including the specifications and minimum requirements, must be addressed during the Question and Answer period or protested in writing to the Division of Purchasing before the closing date and time.

3. EVALUATION: The evaluation of the Offeror’s proposal shall be conducted in accordance with Part 7 of the Utah Procurement Code.

An evaluation committee may ask questions of Offerors to clarify proposals provided the questions are submitted and answered in writing. The record of questions and answers shall be maintained in the file.

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recipient has designated or uses for the purpose of receiving electronic records or information of the type sent and from which the recipient is able to retrieve the electronic record; and (b) it is in a form capable of being processed by that system

GENERAL PROVISIONS

3. EVALUATION: The evaluation of the Offeror’s proposal shall be conducted in accordance with Part 7 of the Utah Procurement Code.

4. BEST AND FINAL OFFERS: At any time during the evaluation process, the evaluation committee, with the approval of the director or head of the issuing procurement unit, may request best and final offers from responsible and responsive offerors in accordance with Part 7 of the Utah Procurement Code and applicable administrative rules, and evaluate those offers. If an offeror chooses not to participate in discussion or does not make a timely best and final offer, its immediately previous proposal will be treated as the offeror best and final offer.

5. BRAND NAME OR EQUAL SPECIFICATION: Wherever in this RFP an item is defined by using a trade name, brand name, or a manufacturer and/or model number, it is intended that the words, “or equivalent” apply; and invites the submission of equivalent products by the Offerors.

6. SAMPLES: Samples of item(s) specified in this offer, brochures, etc., when required by this RFP, must be furnished free of expense to the State of Utah. Any item not destroyed by tests may, upon request made at the time the sample is furnished, be returned at the Offeror's expense.

7. DEBRIEFING OF UNSUCCESSFUL OFFERORS: The Utah Division of Purchasing does not conduct debriefings nor collect detailed explanations of evaluator’s scores.

8. DEBARMENT: By submitting a proposal, the Offeror certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. If the Offeror cannot certify this statement, attach a written explanation for review by the State.

9. ENERGY CONSERVATION AND RECYCLED PRODUCTS: The Offeror is encouraged to offer Energy Star certified products or products that meet Federal Energy Management Program (FEMP) standards for energy consumption. The State also encourages contractors to offer products that are produced with recycled materials, where appropriate, unless otherwise requested in this RFP.

10. SALES TAX ID NUMBER: Utah Code Annotated (UCA) 59-12-106 requires anyone filing a proposal with the state for the sale of tangible personal property or any other taxable transaction under UCA 59-12-103(1) to include their Utah sales tax license number with their proposal. For information regarding a Utah sales tax license see the Utah State Tax Commission’s website at www.tax.utah.gov/sales. The Tax Commission is located at 210 North 1950 West, Salt Lake City, UT 84134, and can be reached by phone at (801) 297-2200.

11. PROTESTS: Pursuant to Utah Code §63G-6a-1602, an Offeror may: (1) protest the rejection of their proposal; (2) protest an alleged grievance in connection with the procurement process; or (3) protest an alleged grievance in connection with the award of a contract.

Protests must be made to the State of Utah Chief Procurement Officer. A notice of protest must be submitted either: (1) before the closing of date of the proposals, as provided on Bidsync; or (2) if the person filing the protest did not know and should not have known of the facts giving rise to the protest before the closing date for proposals, within seven days after the day on which the person knows or should have known of the facts giving rise to the protest. All protests must be submitted in accordance with Part 16 of Utah Procurement Code and applicable administrative rules.

In accordance with the requirements set forth in Section 63G-6a-1602(2)(b), a person filing a protest must include a concise statement of the grounds upon which the protest is made. A concise statement of the grounds for a protest should include the relevant facts leading a protestor to contend that a grievance has occurred, including but not limited to specifically referencing: (i) an alleged violation of Utah Procurement Code 63G-6a; (ii) an alleged violation of Administrative Rule R33 or other applicable rule; (iii) a provision of the request for proposals, invitation for bids, or other solicitation allegedly not being followed; (iv)a provision of the solicitation alleged to be: ambiguous, confusing, contradictory, unduly restrictive, erroneous, anticompetitive, or unlawful; (v) an alleged error made by the evaluation committee or conducting procurement unity; (vi) an allegation of bias by the committee or an individual committee member; or (vii) a scoring criteria allegedly not being correctly applied or calculated.

None of the following qualify as a concise statement of the grounds for a protest:
(i) claims made after the opening of bids or closing date of proposals that the specifications, terms and conditions, or other elements of a solicitation are ambiguous, confusing, contradictory, unduly restrictive, erroneous, or anticompetitive; (ii) vague or unsubstantiated allegations that do not reference relevant or specific facts including, but not limited to, vague or unsubstantiated allegations by a bidder, offeror, or prospective contractor that: (A) a bidder, offeror, or prospective contractor should have received a higher score or that another bidder, offeror, or prospective contractor should have received a lower score, (B) a service or product provided by a bidder, offeror, or prospective contractor is better than another bidder’s, offeror or prospective contractor’s service or product, (C) another bidder, offeror, or prospective contractor cannot provide the procurement item for the price bid or perform the services described in the solicitation, or (D) any other item that is not relevant or specific; or
(iii) filing a protest requesting: (A) a detailed explanation of the thinking and scoring of evaluation committee members, beyond the official justification statement described in Section 63G-6a-708, (B) protected information beyond what is provided under the disclosure provisions of the Utah Procurement Code; or (C) other information, documents, or explanations reasonably deemed to be not in compliance with the Utah Code or Administrative Rule R33 by the protest officer.

In accordance with Section 63G-6a-1603(3)(a), a protest officer may dismiss a protest if the concise statement of the grounds for filing a protest does not provide an adequate basis for the protest.

12. AUDIT: Pursuant to Administrative Rule R33-12-605, the State may, at reasonable times and places, audit or cause to be audited by an independent third party firmby another procurement unitor by an agent of the procurement unitthe bookrecordsand performance State of Utah Bid CH16012
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6 (iii) filing a protest requesting: (A) a detailed explanation of the thinking and scoring of evaluation committee members, beyond the official justification statement described in Section 63G-6a-708, (B) protected information beyond what is provided under the disclosure provisions of the Utah Procurement Code; or (C) other information, documents, or explanations reasonably deemed to be not in compliance with the Utah Code or Administrative Rule R33 by the protest officer.

In accordance with Section 63G-6a-1603(3)(a), a protest officer may dismiss a protest if the concise statement of the grounds for filing a protest does not provide an adequate basis for the protest.

12. AUDIT: Pursuant to Administrative Rule R33-12-605, the State may, at reasonable times and places, audit or cause to be audited by an independent third party firm, by another procurement unit, or by an agent of the procurement unit, the book, records, and performance of the Offeror, if awarded a contract under this RFP.

13. INSPECTIONS: Pursuant to Utah Administrative Rule R33-12-701, R33-12-702, R33-12-703, and R33-12-704, the State may, at its discretion, perform an inspection of the Offeror’s manufacturing/production facility or place of business, or any location where the work is performed.

14. MODIFICATION OR WITHDRAWAL OF PROPOSAL: A proposal may be modified or withdrawn prior to the established closing date and time.

15. REJECTING A PROPOSAL: At any time during this RFP, the State may reject a proposal if the State determines that: (a) the person submitting the proposal is not responsible; or (b) the proposal is not responsive or does not meet the mandatory minimum requirements stated in this RFP.

16. TECHNOLOGY MODIFICATIONS: The awarded contract(s) may be modified as a result from technological upgrades for the procurement item(s). Any modification for upgraded technology must be substantially within the scope of the original procurement or contract, and if both parties agree to the modification, then the contract may be modified, but not extended beyond the term of the original awarded contract except as provided in the Utah Procurement Code. The awarded contract(s) may be modified for new technology related to the procurement item(s). Any modification for new technology shall not be exercised without: (1) the approval required under Section 63F-1-205 of the Utah Code, (2) the new technology modification has been subject to the review as described in Administrative Rule R33-6-114, and (3) the contracting parties agree to the modification.

17. PUBLICIZING AWARDS: The following shall be disclosed after receipt of a proper GRAMA request: (a) the contract(s) entered into as a result of the selection and the successful proposal(s), except for those portions that may not be disclosed under Rule R33-7-105; (b) the unsuccessful proposals, except for those portions that are Protected and the Offeror has submitted a proper Business Confidentiality Claim; (c) the rankings of the proposals; (d) the names of the members of any selection committee (reviewing authority); (e) the final scores used by the selection committee to make the selection, except that the names of the individual scorers shall not be associated with their individual scores or rankings; and (f) the written justification statement supporting the selection, except for those portions that may not be disclosed under Rule R33-7-105.

After due consideration and public input, the following has been determined by the Procurement Policy Board to impair governmental procurement proceedings or give an unfair advantage to any person proposing to enter into a contract or agreement with a governmental entity, and will not be disclosed by the governmental entity at any time to the public, including under any GRAMA request:
(a) the names of individual scorers/evaluators in relation to their individual scores or rankings; (b) any individual scorer's/evaluator's notes, drafts, and working documents; (c) non-public financial statements; and (d) past performance and reference information which is not provided by the offeror and which is obtained as a result of the efforts of the governmental entity. To the extent such past performance or reference information is included in the written justification statement, it is subject to public disclosure.

18. PERFORMANCE AND COST ANALYSIS: The State reserves the right to review the awarded contract(s) on a regular basis regarding performance and cost, and may negotiate price and service elements during the term of the contract.

19. AWARDED CONTRACT(S): Contract(s) awarded from this RFP will include the following documents: the scope of work, the appropriate State of Utah Standard Terms and Conditions, and any other documents listed in this RFP. (Revision Date: 1 July 2015)
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1 The State of Utah
Division of Purchasing
In conjunction with
Request for Proposals
Utah Solicitation Number CH16012

NASPO ValuePoint Master Agreement for
Cloud Solutions
December 21, 2015
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2 1 RFP Administrative Information
RFP Title: Cloud Solutions
RFP Project Description: The State of Utah, in conjunction with NASPO ValuePoint, is seeking Contract Vendor(s) to
provide cloud solutions as described in the RFP.

RFP Lead: Christopher Hughes, Assistant Director
State of Utah, Division of Purchasing
[email protected]
(801) 538-3254
Submit sealed proposal (if submitting manually):

MANUAL PROPOSALS MUST BE RECEIVED AT THE

PHYSICAL ADDRESS DESIGNATED FOR COURIER

SERVICE AND TIME/DATE STAMPED BY THE UTAH

DIVISION OF PURCHASING PRIOR TO THE
CLOSING DATE AND TIME. PROPOSALS RECEIVED

AFTER THE DEADLINE, REGARDLESS OF REASON,
WILL NOT BE REVIEWED.

Submit electronically via Bidsync:

Address for Courier:

State of Utah Division of Purchasing
3150 State Office Building, Capitol Hill
Salt Lake City, Utah 84114-1061.

Electronic Submission:
www.bidsync.com
Question and Answer Period: December 21, 2015 – January 29, 2016 RFP Closing Date: March 10, 2016 at 1:00 pm MTN
Initial Term of Master Agreement and Renewals: The term of the Master Agreement will be ten (10) years with no renewal periods. Upon
mutual agreement, the Master Agreement may
be extended or amended.

TAKE NOTE OF THE 0.25% NASPO VALUEPOINT ADMINISTRATIVE FEE WHICH MUST BE INCORPORATED INTO YOUR BASE PRICE. OTHER STATES, INCLUDING THE STATE OF UTAH, MAY

NEGOTIATE ADDITIONAL ADMINISTRATIVE FEES IN THEIR PARTICIPATING ADDENDA FOLLOWING AWARD OF A MASTER AGREEMENT.

The Request for Proposal contains the following Attachments and Exhibits:

Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions Exhibit 1 to Attachment A: Software-as-a-Service Terms and Conditions Exhibit 2 to Attachment A: Platform-as-a-Service Terms and Conditions Exhibit 3 to Attachment A: Infrastructure-as-a-Service Terms and Conditions Attachment B: Explanation Cloud Security Alliance Questionnaires Exhibit 1 to Attachment B: Consensus Assessments Initiative Questionnaire Exhibit 2 to Attachment B: Cloud Controls Matrix
Attachment C: NIST Service Models
Attachment D: Scope of Services
Attachment E: Intent to Participate & State-specific terms and conditions Attachment F: Intentionally Removed
Attachment G: Cost Proposal Form
Attachment H: Identification of Service Models
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3 This Request for Proposals (“RFP”), having been determined to be the appropriate procurement method to provide the best value to the State of Utah Division of Purchasing, is designed to provide interested Offerors with sufficient basic information to submit proposals. It is not intended to limit a proposal's content or exclude any relevant or essential data or information. Offerors are at liberty and are encouraged to expand upon the specifications to evidence capability to provide the cloud solutions requested in the RFP. The RFP is issued in accordance with State of Utah Procurement Code, Utah Code Annotated (UCA) Chapter 63G-6a, and applicable Rules found in the Utah Administrative Code (UAC). If any provision of this RFP conflicts with the UCA or UAC, the UCA or UAC will take precedence 2 GENERAL INFORMATION
This RFP is designed to provide interested Offerors with sufficient information to submit proposals meeting minimum requirements and technical qualifications.

2.1 PURPOSE
The State of Utah, Division of Purchasing (Lead State) is requesting proposals for cloud solutions in furtherance of the NASPO ValuePoint Cooperative Purchasing Program. The purpose of this Request for Proposals (RFP) is to establish Master Agreements with qualified Offerors to provide services related to cloud solutions for all Participating Entities. The objective of this RFP is to obtain best value, and achieve more favorable pricing, than is obtainable by an individual state or local government entity because of the collective volume of potential purchases by numerous state and local government entities. The Master Agreement(s) resulting from this procurement shall be extended to state governments (including departments, agencies, institutions), institutions of higher education, political subdivisions (i.e., colleges, school districts, counties, cities, etc.), the District of Columbia, territories of the United States, and other eligible entities subject to approval of the individual state procurement director and compliance with local statutory and regulatory provisions. The initial term of the Master Agreement shall be ten (10) years with no renewal provisions; however, Contract Vendors must submit an annual certification that they are still compliant with the mandatory minimum requirements and technical specification of the RFP.

The resulting Master Agreement contract(s) will provide Participating Entities with access to technical capabilities that run in cloud environments and meet the NIST Essential Characteristics.

Sub-categories in scope are the three NIST Service Models, Software as a Service (SaaS), Platform as a Service (PaaS), and Infrastructure as a Service (IaaS).

The awarded contracts will allow Participating Entities to choose cloud solutions that meet the following descriptions:

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4  Commercially available cloud computing services
 Meets the National Institute for Standards and Technology (NIST) definition of Cloud Computing
 Open to all deployment models (private, public, community or hybrid), vendors specify deployment models

2.2 LEAD STATE
The State of Utah Division of Purchasing is the Lead State and issuing office for this solicitation and all subsequent addenda relating to it. The reference number for the transaction is CH16012.

This number must be referred to on all proposals, correspondence, and documentation relating to the RFP.

2.3 DEFINITIONS
The following definitions apply to the RFP. Attachment A contains the definitions of terms used in the NASPO ValuePoint Master Agreement Terms and Conditions. Attachment D, the Scope of Services, contains the definitions for the Service Models, Deployment Models and the NIST Essential Characteristics.

Contract Vendor means the Offeror awarded a Master Agreement by the Lead State. The Contract Vendor is the party responsible for delivering the Offerings under the terms and conditions set forth in the Master Agreement.

Eligible Users means every agency, political subdivision, or nonprofit that has the statutory authority to purchase from state cooperative contracts established by a Participating Entity to qualify for the cloud solutions described in the RFP. The Participating Entity will have sole discretion to determine who qualifies as an Eligible User.

Fulfillment Partner means a third-party contractor qualified and authorized by Contractor, and approved by the Participating State under a Participating Addendum, who may, to the extent authorized by Contractor, fulfill any of the requirements of this Master Agreement including but not limited to providing Solutions under this Master Agreement and billing Customers directly for such Solutions. Contractor may, upon written notice to the Participating State, add or delete authorized Fulfillment Partners as necessary at any time during the contract term. Fulfillment Partner has no authority to amend this Master Agreement or to bind Contractor to any additional terms and conditions.

Lead State means the State conducting this cooperative procurement, evaluation, and award.

Master Agreement means the underlying agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contract Vendor, as now or hereafter amended.

Offeror means the company or firm which submits a proposal in response to this Request for Proposal.

Participating Addendum means a written statement of agreement signed by the Contract Vendor and a Participating State or Participating Entity that clarifies the operation of the Master Agreement for the Participating Entity (e.g. ordering procedures specific to Participating State) and may add other state-specific language or other requirements. A Participating Addendum State of Utah Bid CH16012
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5 evidences the Participating Entity’s willingness to purchase and the Contract Vendor’s willingness to provide Offerings under the terms and conditions of the Master Agreement with any and all exceptions noted and agreed upon.

Participating State or Participating Entity means States that utilize the Master Agreement established by the RFP and enter into a Participating Addendum which further defines their participation.

Proposal means the official written response submitted by an Offeror in response to this Request for Proposal.

Purchasing Entity means any end-user in a Participating State (or other Participating Entity) that is eligible to use the Master Agreement(s) through the Participating Addendum.

Request for Proposals or RFP means the entire solicitation document, including all parts, sections, exhibits, attachments, and amendments.

Solutions or Offerings means deployment models (e.g. private, public, community, or hybrid) or the service model of cloud computing (e.g. IaaS, PaaS, SaaS, or a combination thereof), that most closely describes the Offeror’s offering for the RFP.

Subcontractor means any organization, whether designated as a subcontractor, fulfillment partner, reseller, etc., that will assist an Offeror to provide an Offering if awarded a Master Agreement.

2.4 NASPO VALUEPOINT BACKGROUND INFORMATION
NASPO ValuePoint Cooperative Purchasing Program, facilitated by the NASPO Cooperative Purchasing Organization LLC, a 501(c)(3) limited liability company (doing business as NASPO ValuePoint) is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. The NASPO ValuePoint Cooperative Purchasing Organization facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. The NASPO ValuePoint Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may be performing contract administration functions as assigned by the Lead State.

2.5 PARTICIPATING STATES
In addition to the Lead State conducting this solicitation, the following Participating States have requested to be named in the RFP as potential participating entities on the resulting Master Agreement: See Attachment E. Other entities may become Participating Entities after award of the Master Agreement. State-specific terms and conditions that will govern each state’s Participating Addendum are included in Attachment E, and/or may be incorporated into the Participating Addendum after award.

Additional States may be added with the consent of the awarded Contract Vendor and the Lead State (on behalf of NASPO ValuePoint) through execution of a Participating Addendum.

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6 2.6 ANTICIPATED USAGE
This is a new service for the Lead State and NASPO ValuePoint. Therefore, annual usage data is not available. Usage will be dependent on the needs of each Participating Entity. No minimum or maximum level of sales volume is guaranteed or implied in awarded Master Agreements awarded under the RFP.

2.7 TERMS AND CONDITIONS GOVERNING SOLICITATION AND RESULTING AGREEMENTS

2.7.1 Solicitation
The solicitation consists of the RFP document, including all Exhibits and Attachments listed on Bidsync.

2.7.2 Master Agreement
The Master Agreement(s) awarded from this RFP will consist of the negotiated Master Agreement Terms and Conditions, the relevant Scope of Services, the Offeror’s Cost Proposal form, and the winning Offeror’s Proposal as revised (if permitted) and accepted by the Lead State.

2.7.3 Participating Addenda
Participating Entities, including the State of Utah, may negotiate additional and/or different terms and conditions in a Participating Addendum, which will take precedence over the terms of the Master Agreement in the event of conflict. Participating Entities may not negotiate the addition of services not contemplated by this RFP.

2.8 Contract Award
It is anticipated that the RFP will result in multiple contract awards established by the multiple award methodology.

The multiple award methodology: All offerors that meet/exceed the technical minimum scoring thresholds and all solicitation minimum requirements will be eligible for award - subject to successful terms and conditions negotiations. Participating Entities and Eligible Users may base their “best value” selection of the offeror whose qualifications best meet their needs after reviewing qualifications outlined in the offeror’s proposal and considering other information in the solicitation process relevant to their determination of best value (such as the proposals and evaluations).

The awarded Master Agreement(s) may be modified as a result of technological upgrades for the procurement item(s). Any modification for upgraded technology must be substantially within the scope of the original procurement or contract, and if both parties agree to the modification, then the contract may be modified, but it may not extended beyond the term of the original awarded contract unless otherwise permitted by law. The awarded contract(s) may be modified for new technology related to the procurement item(s).

Open-Ended Procurement: Pursuant to Part 4 and 7 of the Utah Procurement Code, it is the intent of the RFP to be for ten years with recertification of the Contract Vendors on an annual basis, as required by Section 5.8. A Contract Vendor’s failure to recertify will result in the termination of its Master Agreement.

State of Utah Bid CH16012
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7 In addition, on a biennial basis the Lead State may re-issue a solicitation, using this RFP document, to solicit new vendors that can provide additional Cloud Solutions to Participating Entities and Purchasing Entities.

2.9 Scope of Services
The Scope of Services is provided in Attachment D. To meet the requirements of many of the Participating Entities the Scope of Services was modeled after NIST, including any definitions, security controls, and mechanisms for implementation. Participating Entities may have to modify definitions and terms in order to comply with federal, state, and local laws, regulations, and guidelines. Proposals should demonstrate their compliance with the standards set forth in Attachment D.

2.10 Choice of Law, Solicitation Jurisdiction, and Venue The provisions of the RFP and all matters, including any dispute or protest, in regard to the RFP that occur prior to the full execution of any contract resulting from the RFP, shall be governed by the laws of the State of Utah. The parties will submit to the jurisdiction of the courts of the State of Utah for any dispute arising out of the RFP or any matter related thereto prior to the full execution of the awarded contract(s). Venue for said dispute or protest shall be in Salt Lake City, in the Third Judicial District Court for Salt Lake County. The provisions of the Utah Procurement Code, Title 63G, Chapter 6a, and Utah Administrative Code Rules R33 must be met in regard to any protest. The substantially successful party, including any intervening parties, shall be entitled to their reasonable attorney fees and costs being paid by the substantially unsuccessful party(ies). This paragraph shall not supersede any provision related to a purchasing entity outside the State of Utah.

2.11 Other Value-Added Services
Offerors may propose other Value-Added Services in their response. Such services from an awarded Offeror, if consistent with this Scope of Services, recommended by the Evaluation Team, and accepted by the Lead State, would be added to the final awarded contract.

2.12 Service Line Additions and Updates
During the term of the Master Agreement(s), Offerors may submit a request to update the awarded Solutions as services are introduced or removed from the Offeror’s offerings. The Master Agreement Administrator will evaluate requests and update the contract offering via written amendment as appropriate. The Offerors shall update the dedicated website, price lists, and catalogs to reflect approved changes. Pricing must utilize the same pricing structure as was used for services falling into the same service category.

2.13 Additional Sources
In the best interest of the states involved, NASPO ValuePoint, Participating States, and Purchasing Entities reserve the right to competitively solicit additional sources for these commodities during the contract term. Further, Participating States may have existing awards for commodities with the scope of the RFP.

2.14 NASPO ValuePoint eMarket Center
The awarded cloud service contractors will not have any type of catalog within the eMarket Center, they will have Ordering Instructions. These instructions provide visibility to the State of Utah Bid CH16012
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8 contractor within the eMarket Center as well as provide information about the contractor and how to order directly from the contractor, outside of the eMarket Center.

In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. whereby SciQuest will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint’s customers to access a central online website to view and/or shop the goods and services available from existing NASPO ValuePoint Cooperative Contracts.

The central online website is referred to as the NASPO ValuePoint eMarket Center.

The Contractor will have visibility in the eMarket Center through Ordering Instructions. These Ordering Instructions are available at no cost to the Contractor and provided customers information regarding the Contractors website and ordering information.

At a minimum, the Contractor agrees to the following timeline: NASPO ValuePoint eMarket Center Site Admin shall provide a written request to the Contractor to begin Ordering Instruction process. The Contractor shall have thirty (30) days from receipt of written request to work with NASPO ValuePoint to provide any unique information and ordering instructions that the Contractor would like the customer to have.
3 SOLICITATION REQUIREMENTS, INFORMATION AND INSTRUCTIONS

3.1 QUESTION AND ANSWER PERIOD
The RFP is issued by the State of Utah Division of Purchasing via Bidsync. The Division of Purchasing is the only contact for this solicitation. Do not contact any other Participating Entity about the RFP.

All questions MUST be submitted through BIDSYNC (www.bidsync.com) during the designated time for questions (“Q&A period”) listed on Bidsync. Questions submitted through any other channel will not be answered. Questions may be answered in the order that they are submitted or may be compiled into one document and answered via an addendum. Answers disseminated by the State through the BidSync system shall serve as the official and binding position of the State and will constitute an addendum to this RFP.

Questions, exceptions, or notification to the State of any ambiguity, inconsistency, excessively restrictive requirement, or error in this RFP, MUST be submitted as a question through BidSync during the Q&A period.

Questions may be answered individually or may be compiled into one document. Questions may also be answered via addenda. An answered question or addenda may modify the specification or requirements of this RFP. Answered questions and addendums will be posted on BidSync.

Offerors should periodically check BidSync for answered questions and addendums before the closing date. It is the responsibility of the Offerors to submit their proposal as required by this RFP, including any requirements contained in an answered question and/or addendums.

Exceptions to scope/content of the RFP within an Offeror’s proposal that have not been previously addressed within the Q&A period of the procurement are not allowed and may result in the Offeror’s proposal being considered non-responsive.

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9 3.2 ADDENDUMS
Offerors are encouraged to periodically check BidSync for posted questions, answers and addendums. Offerors will not be notified by the Lead State or Bidsync for each addendum issued under the RFP.

Any modification to this procurement will be made by addendum issued by the Lead State.

Addendums to the RFP may be made for the purpose of making changes to: the scope of work, the schedule, the qualification requirements, the criteria, the weighting, or other requirements of the RFP.

After the due date and time for submitting a proposal to the RFP, at the discretion of the Lead State, addenda to the RFP may be limited to the Offerors that have submitted proposals, provided the addenda does not make a substantial change to the RFP that likely would have impacted the number of Offerors responding to the original publication of the RFP, in the opinion of the Lead State.

Authorized and properly issued addenda shall constitute the official and binding position of the State.

Any response to the RFP which has as its basis any communications or information received from sources other than the RFP or related addenda may be considered non-responsive and be rejected at the sole discretion of the State.

3.3 RESTRICTIONS ON COMMUNICATIONS
From the issue date of the RFP until the contract award(s), Offerors are prohibited from communications regarding the RFP with other Participating Entities EXCEPT the Lead State.

Failure to comply with this requirement may result in disqualification.

3.4 Exceptions to RFP and NASPO ValuePoint Master Agreement Terms and Conditions Any contract resulting from this RFP will include the NASPO ValuePoint Master Agreement Terms and Conditions (Master Agreement Terms and Conditions), Attachment A, including Exhibits to Attachment A.

Exceptions and/or additions to the Master Agreement Terms and Conditions and other requirements of this RFP are strongly discouraged. Any exception and/or addition regarding the Master Agreement Terms and Conditions must be made in the Offeror’s proposal. The Lead State will not consider proposed modifications and/or additions to the Master Agreement Terms and Conditions after the deadline for proposals. Exceptions and/or additions regarding the Master Agreement Terms and Conditions or other RFP provisions must contain the following:

1. The rationale for the specific requirement being unacceptable to the Offeror submitting the exception and/or addition;

2. Recommended verbiage for the Lead State’s consideration that is consistent in content, context, and form with the Master Agreement Terms and Conditions;

3. Explanation of how the Lead State’s acceptance of the recommended verbiage is fair and equitable to both the Lead State, the Participating Entities, and to the Offeror submitting the modification and/or exception.

Offerors may not submit requests for exceptions and/or additions by reference to an Offeror's State of Utah Bid CH16012
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10 website or URL. URLs provided with a proposal may result in that proposal being rejected as nonresponsive. Offerors may submit questions during the Q&A period regarding the Master Agreement Terms and Conditions.

The Lead State may refuse to negotiate exceptions and/or additions that are determined to be excessive; that are inconsistent with similar contracts; and to warranties, insurance, or indemnification provisions that are necessary to protect the procurement unit after consultation with the Attorney General's Office or other applicable legal counsel, including a Participating Entity.

For the RFP, the Lead State reserves the right to negotiate exceptions and/or additions to terms and conditions in a manner resulting in expeditious resolutions. This process may include beginning negotiations with the qualified Offeror having the least amount of exceptions and/or additions and concluding with the Offeror submitting the greatest number of exceptions and/or additions. Contracts may be executed and become effective as negotiations are completed; however, all of the resulting Master Agreement(s) will terminate on the same date.

If negotiations are required, Offeror must provide all documents in Microsoft Word format for redline editing. Offeror must also provide the name, contact information, and access to the person(s) that will be directly involved in legal negotiations.

An award resulting from the RFP is subject to successful contract terms and conditions negotiation (if required). The Lead State, at its sole discretion, will determine when contract terms and conditions negotiations become unproductive and will result in termination of award to that Offeror.

3.5 PROPOSAL DUE DATE
Proposals must be received by the closing date and time as described on Bidsync. Proposals received after the deadline will not be accepted.

3.6 CANCELLATION OF PROCUREMENT
The RFP may be canceled at any time prior to award of the Master Agreement(s), if the Lead State determines such action to be in the collective best interests of potential Participating States.

3.7 GOVERNING LAWS AND REGULATIONS
The RFP is conducted by the Lead State, in accordance with its procurement code and applicable administrative rules, which can be found in Utah Code, Utah Administrative Code, and other policies, available at: http://purchasing.utah.gov/.

This procurement shall be governed by the laws and regulations of the Lead State. Venue for any administrative or judicial action relating to the RFP, evaluation, and award shall be in Salt Lake County, Utah. The provisions governing choice of law and venue for issues arising after award and during contract performance are specified in Attachment A.

3.8 Intentionally Deleted.

3.9 RIGHT TO ACCEPT ALL OR PORTION OF PROPOSAL
Unless otherwise specified in the solicitation, the Lead State may accept any Offering or State of Utah Bid CH16012
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11 combination of Offerings as specified in the solicitation or of any proposal.

3.10 PROPOSAL CONTENT AND FORMAT REQUIREMENTS
Include a Table of Contents in the Proposal identifying the contents of each section, including page numbers of major sections. Proposals should follow the numerical order of the RFP starting at the beginning and continuing through the end of the RFP. Proposal sections and subsections shall be identified with the corresponding numbers and headings used in the RFP. In your response, restate the RFP section and/or subsection, followed with your response. Offerors are encouraged to use a different color font, bold text, italics, or other indicator to clearly distinguish the RFP section or subsection from the Offeror’s response.

Proposals must be detailed and concise. The format is designed to ensure a complete submission of information necessary for an equitable analysis and evaluation of submitted proposals. There is no intent to limit the content of proposals; however, technical responses must focus on responding to the RFP and should not include preprinted advertising materials.

3.11 PROPOSAL SUBMISSION INSTRUCTIONS
Proposals may be submitted manually or electronically. Proposals must be submitted as described in Section 3.10.

3.11.1 Electronically Submitted Proposals
Electronically submitted proposals must be submitted through Bidsync, the Lead State’s eProcurement provider, at www.bidsync.com. When submitting through Bidsync, enter your “Total Cost” in Bidsync as “$0,” and UPLOAD YOUR SEPARATE TECHNICAL PROPOSAL, COST PROPOSAL AND ALL OTHER REQUIRED DOCUMENTS, including your signed State of Utah Signature Page.

Electronic proposals may require uploading of electronic attachments. BidSync will accept a wide variety of document types as attachments. However, the State is unable to view certain attachments. Therefore, DO NOT submit attachments that are embedded (zip files), movies, wmp, encrypted, or mp3 files. All attachments must be uploaded in BidSync as separate files. All attachments shall be submitted in a format acceptable to the Lead State. Acceptable formats include .doc (Microsoft Word document), .xls (Microsoft Excel spreadsheet), and .pdf (Adobe Acrobat portable document format).

Be advised that the “Offeror” for bid evaluation and award purposes is the entity profile you submit under in Bidsync, which must be the same legal entity presented in your attached response materials. Your submission via Bidsync is your electronic signature, acknowledging the statements contained in the State of Utah Signature Page.

Offerors are further advised to upload response materials with descriptive file names, organized and consolidated in a manner which allows evaluators to efficiently navigate their response; as the Lead State will print uploaded documents for evaluation in the manner received via Bidsync.

3.11.2 Manually Submitted Proposals
Manually submitted proposals must be addressed to the RFP Lead and must be sealed and identified as “CH16012 – Cloud Solutions.” The Technical Proposal and separately State of Utah Bid CH16012
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12 sealed Cost Proposal must be submitted at the same time (place all proposal response materials within a larger package).

The Technical portion of the Proposal must be clearly marked “TECHNICAL PROPOSAL – CH16012 - Cloud solutions.”
Each proposal must be submitted in one (1) original with eight (8) copies of the Technical Proposal and one (1) original and one (1) copy of the Cost Proposal.

Offerors submitting manually must also submit one (1) electronic copy of the proposal on CD or USB device. Word or Excel format is required (the only exception is for financials, brochures or other information only available in an alternate format). The format and content must be the same as the manually submitted proposal. The electronic version must NOT be password protected or locked in any way.

Offeror should allow sufficient time for delivery of hardcopy proposals. Proposals sent overnight, but not received by the deadline time will not be accepted. When submitting a proposal by physical delivery (U.S. Mail, courier service, hand-delivery, or other physical means), Offerors are solely responsible for meeting the deadline. Delays caused by a delivery service or other physical means will not be considered as an acceptable reason for a proposal being late. All proposals received by physical delivery will be date and time stamped by the Lead State.

If your proposal, whether electronically or manually submitted, contains proprietary or confidential information which you have identified, you must also submit a redacted copy of the Technical Proposal (in electronic format, with the word “redacted” in the file name) with all proprietary or confidential information removed or blacked out; as well as a separate document containing a complete list (per the instructions in Subsection 3.11, below) of all trade secret information which was removed or blacked out in the redacted copy.

3.11.3 Cost proposal will be evaluated independently from the technical proposal, pursuant to Utah Code Annotated (UCA) § 63G-6-707(5), and as such, must be submitted separate from the technical proposal. Failure to submit cost or pricing data separately may result in your proposal being judged as non-responsive and ineligible for contract award. The Cost Proposal must be separately sealed and identified as “Cost Proposal –CH16012 Cloud solutions.”

3.12 SUBMISSION OF PROPOSAL
By submitting a proposal to the RFP, the Offeror acknowledges and agrees that the requirements, scope of work, and the evaluation process outlined in the RFP are understood, fair, equitable, and are not unduly restrictive. Any exceptions to the content of the RFP, excluding the Master Agreement Terms and Conditions contained in Attachment A, including the Exhibits to Attachment A, must be addressed within the Q&A period. The Offeror further acknowledges that it has read the RFP, along with the Exhibits, Attachments, and any attached or referenced documents, including the General Provisions.

All Proposals must be submitted in the following format. Offerors should title each document with the names listed below. Proposals may be submitted as one document with a separately attached State of Utah Bid CH16012
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13 Cost Proposal form or as individual documents. If an Offeror submits a redacted version of a document it should clearly label the document as redacted. Detailed information on submitting each of these sections is contained later sections of this RFP.

1. Section Title: RFP Signature Page. The Lead State’s Request for Proposal Signature Page completed and signed. See Section 5.1 of the RFP.

2. Section Title: Executive Summary. The one or two page executive summary is to briefly describe the Offeror's Proposal. This summary should highlight the major features of the Proposal. It must indicate any requirements that cannot be met by the Offeror. The Lead State should be able to determine the essence of the Proposal by reading the executive summary. See Section 5.4 of the RFP.

3. Section Title: Mandatory Minimums: This section should constitute the Offeror’s point-bypoint response to each item described in Section 5 of the RFP, except 5.1 (Signature Page) and

5.4 (Executive Summary). An Offeror’s response must be a specific point-by-point response, in the order listed, to each requirement in the Section 5 of the RFP.

4. Section Title: Business Profile: This section should constitute the Offeror’s response to the items described in Section 6 of the RFP. An Offeror’s response must be a specific point-bypoint response, in the order listed, to each requirement in the Section 6 of the RFP.

5. Section Title: Organization Profile: This section should constitute the Offeror’s response to the items described in Section 7 of the RFP. An Offeror’s response must be a specific pointby-point response, in the order listed, to each requirement in the Section 7 of the RFP.

6. Section Title: Technical Response. This section should constitute the Technical response of the proposal and must contain at least the following information:

A. A complete narrative of the Offeror's assessment of the Cloud Solutions to be provided, the Offerors ability and approach, and the resources necessary to fulfill the requirements. This should demonstrate the Offeror's understanding of the desired overall performance expectations and clearly indicate any options or alternatives proposed.

B. A specific point-by-point response, in the order listed, to each requirement in the Section 8 of the RFP. Offerors should not provide links to a website as part of its response.

Offeror’s should focus their proposals on the technical qualifications and capabilities described in the RFP. Offerors should not include sales brochures as part of their response.

7. Section Title: Confidential, Protected or Proprietary Information. All confidential, protected or proprietary Information must be included in this section of proposal response. Do not incorporate protected information throughout the Proposal. Rather, provide a reference in the proposal response directing Lead State to the specific area of this protected Information section.

If there is no protected information, write “None” in this section.

State of Utah Bid CH16012
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14 Failure to comply with this Section and Section 3.13 of the RFP releases the Lead State, NASPO ValuePoint, and Participating Entities from any obligation or liability arising from the inadvertent release of Offeror information.

8. Section Title: Exceptions and/or Additions to the Standard Terms and Conditions. Proposed exceptions and/or additions to the Master Agreement Terms and Conditions, including the exhibits, must be submitted in this section. Offeror must provide all proposed exceptions and/or additions, including an Offeror’s terms and conditions, license agreements, or service level agreements in Microsoft Word format for redline editing. Offeror must also provide the name, contact information, and access to the person(s) that will be directly involved in terms and conditions negotiations.

If there are no exceptions or additions to the Master Agreement Terms and Conditions, write “None” in this section.

9. Section Title: Cost Proposal. Cost Proposals will be evaluated independently from the technical proposal. Offeror’s cost proposal must include the items discussed in Section 9 of the RFP.

Cost will be evaluated independently from the Mandatory Minimum Requirements, and the Technical responses. Inclusion of any cost or pricing data within the Detailed Technical Proposal will result in the proposal being judged as non-responsive for violation of UCA § 63G-6a-707(5).

All costs incurred by an Offeror in the preparation and submission of a proposal, including any costs incurred during interviews, oral presentations, and/or product demonstrations are the responsibility of the Offeror and will not be reimbursed by the Lead State or NASPO ValuePoint.

3.13 CONFIDENTIAL OR PROPRIETARY INFORMATION
The Government Records Access and Management Act (GRAMA), UCA § 63G-2-305, provides in part that:
the following records are protected if properly classified by a government entity:
(1) trade secrets as defined in Section 13-24-2, the Utah Uniform Trade Secrets Act, if the person submitting the trade secret has provided the governmental entity with the information specified in UCA § 63G-2-309 (Business Confidentiality Claims);
(2) commercial information or non-individual financial information obtained from a person if:
(a) disclosure of the information could reasonably be expected to result in unfair competitive injury to the person submitting the information or would impair the ability of the governmental entity to obtain necessary information in the future; (b) the person submitting the information has a greater interest in prohibiting access than the public in obtaining access; and
(c) the person submitting the information has provided the governmental entity with the information specified in UCA § 63G-2-309;
* * * * *
(6) records, the disclosure of which would impair governmental procurement proceedings or give an unfair advantage to any person proposing to enter into a contract or agreement with a governmental entity, except, subject to Subsections (1) and (2), that this Subsection (6) does not restrict the right of a person to have access to, after the contract or grant has been State of Utah Bid CH16012
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15 awarded and signed by all parties, ...

Pricing may not be classified as confidential or protected and will be considered public information after award of the contract.

Process for Requesting Non-Disclosure: Any Offeror requesting that a record be protected shall include with the proposal a Claim of Business Confidentiality. To protect information under a Claim of Business Confidentiality, the Offeror must complete the Claim of Business Confidentiality form with the following information:

1. Provide a written Claim of Business Confidentiality at the time the information (proposal) is provided to the state, and

2. Include a concise statement of reasons supporting the claim of business confidentiality (UCA § 63G-2-309(1)).

3. Submit an electronic “redacted” (excluding protected information) copy of the record.

The redacted copy must clearly be marked “Redacted Version.” The Claim of Business Confidentiality Form may be accessed at:
http://www.purchasing.utah.gov/contract/documents/confidentialityclaimform.doc An entire proposal cannot be identified as “PROTECTED”, “CONFIDENTIAL” or “PROPRIETARY”, and if so identified, shall be considered non-responsive unless the Offeror removes the designation.

Redacted Copy: If an Offeror submits a proposal that contains information claimed to be business confidential or protected information, the Offeror must submit two separate proposals: one redacted version for public release, with all protected business confidential information either blacked-out or removed, clearly marked as "Redacted Version"; and one nonredacted version for evaluation purposes, clearly marked as "Protected Business Confidential." The Lead State and NASPO ValuePoint are not liable or responsible for the disclosure of any confidential or proprietary information if the Offeror fails to follow the instructions of this section.

3.14 ERRORS IN PROPOSALS
Pursuant to UAC R33-7-403, the following shall apply to the correction or withdrawal of an unintentionally erroneous proposal, or the cancellation of an award or contract that is based on an unintentionally erroneous proposal. A decision to permit the correction or withdrawal of a proposal or the cancellation of an award or a contract shall be supported in a written document, signed by the chief procurement officer or head of a procurement unit with independent procurement authority.
(1) Mistakes attributed to an offeror's error in judgment may not be corrected. (2) Unintentional errors not attributed to an offeror's error in judgment may be corrected if it is in the best interest of the procurement unit and correcting the error maintains the fair treatment of other offerors.
(a) Examples include:
(i) missing signatures;
(ii) missing acknowledgement of an addendum;
(iii) missing copies of professional licenses, bonds, or insurance certificates, provided that copies are submitted by the deadline State of Utah Bid CH16012
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16 established by the chief procurement officer or head of a procurement unit with independent procurement authority to correct this mistake; (iv) typographical errors;
(v) mathematical errors not affecting the total proposed price; or (vi) other errors deemed by the chief procurement officer or head of a procurement unit with independent procurement authority to be immaterial or inconsequential in nature.
(3) Unintentional errors discovered after the award of a contract may only be corrected if, after consultation with the chief procurement officer or head of a procurement unit with independent procurement authority and the attorney general's office or other applicable legal counsel, it is determined that the correction of the error does not violate the requirements of the Utah Procurement Code or applicable administrative rules.

3.15 E-RATE
To the extent the services offered are subject to the E-rate discount program, all award Contract Vendors must commit to participation in the Federal Communication Commission's E-rate discount program established under authority of the Federal Telecommunications Commission Act of 1996. Participation in, and implementation of, this program must be provided without the addition of any service or administration fee by the Contract Vendor.

In order to participate in E-Rate Offerors must appear on the USAC website as those who have a Service Provider Identification Number or “SPIN.”
4 EVALUATION AND AWARD

4.1 INITIAL REVIEW OF PROPOSALS

4.1.1 All proposals will be reviewed first to ensure that they meet the Mandatory Submission Requirements of the RFP as addressed in Sections noted with an (M). Any proposal(s) not meeting the Mandatory Submission Requirements may be found non-responsive.

4.1.2 The Technical Proposal will be evaluated first as either “pass” or “fail,” based on compliance with those requirements listed in the RFP with an (M), (ME), or (E). All proposals which are determined to be responsive will continue in the evaluation process outlined in this section.
(M) means that the requirement is mandatory and a proposal must contain a response to that requirement; however, the proposal response is not evaluated.

This is a pass/fail requirement as described in 4.3.1. The majority of these responses will require that the Offeror warrant or represent that it meets a certain requirement1
. Offerors are encouraged to demonstrate compliance with a mandatory minimum and to demonstrate that they meet or exceed to the requirement.
(ME) means that the requirement is both mandatory, as mentioned above will be reviewed in 4.3.1, and the proposal response will be evaluated and given a score under 4.3.2. If an Offeror’s proposal does not address the requirement then it will

1 The Lead State reserves the right to verify that an Offeror’s proposal meets the mandatory requirement.

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17 fail and therefore be disqualified.
(E) means that the proposal response will be evaluated as described in 4.3.2.

4.2 RIGHT TO WAIVE MINOR IRREGULARITIES
The State of Utah Chief Procurement Officer reserves the right to waive minor informalities as well as minor deviations. The Lead State also reserves the right to seek clarification on any proposal response.

4.3 EVALUATION PROCESS
In responding to this RFP, Offerors must identify and describe all of the Solutions that are contained in their proposals.

4.3.1 In the initial phase of the evaluation process, the Lead State will review all proposals timely received. Mandatory and scored on a pass/fail basis. A “Fail” will result in a proposal being deemed non-responsive and, therefore, will be disqualified. Failure to provide a response to each Mandatory requirement where indicated will result in disqualification.

Non-responsive proposals not conforming to the RFP requirements or unable to meet the mandatory minimum requirements will be eliminated from further consideration. The Offerors that meet the requirements and meet the mandatory minimum requirements will move on to the technical evaluation of their proposals.

Mandatory Minimum Requirements RFP Section Pass/Fail
Signature Page 5.1 Pass/Fail
Cover Letter 5.2 Pass/Fail
Acknowledgement of Amendments 5.3 Pass/Fail
Executive Summary 5.4 Pass/Fail
General Requirements 5.5 Pass/Fail
Re-Certification 5.7 Pass/Fail
Business Profile 6.1 Pass/Fail
Scope of Experience 6.2 Pass/Fail
Financials 6.3 Pass/Fail
Contract Manager 7.1 Pass/Fail
Cost Proposal Submitted 9.1 Pass/Fail

4.3.2 Evaluation of the Proposals will be evaluated and scored by an Evaluation Committee. It is anticipated that several Evaluation Committees will be established in order to evaluate all of the proposals in a reasonable amount of time. Proposals will be scored on the following evaluation criteria:

Evaluation Criteria RFP Section Points Possible
BUSINESS INFORMATION 6
Business Profile 6.1 25.0
Scope of Experience 6.2 25.0
General Information 6.4 25.0
Billing and Pricing Practices 6.5 25.0
Scope and Variety of Cloud Solutions 6.6 25.0
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18 Best Practices 6.7 25.0
ORGANIZATION AND STAFFING 7
Contract Manager 7.1 25.0
TECHNICAL REQUIREMENTS 8
Technical Requirements 8.1 50.0
Subcontractors 8.2 50.0
Working with Purchasing Entities 8.3 50.0
Customer Service 8.4 50.0
Security of Information 8.5 50.0
Privacy and Security 8.6 50.0
Migration and Redeployment Plan 8.7 50.0
Service or Data Recovery 8.8 50.0
Data Protection 8.9 50.0
Service Level Agreements 8.10 50.0
Data Disposal 8.11 50.0
Performance Measures and Reporting 8.12 50.0
Cloud Security Alliance 8.13 50.0
Service Provisioning 8.14 50.0
Back up and Disaster Plan 8.15 50.0
Solution Administration 8.16 50.0
Hosting and Provisioning 8.17 50.0
Trial and Testing Periods 8.18 50.0
Integration and Customization 8.19 50.0
Marketing Plan 8.20. 50.0
Value-Added Services 8.21 50.0
Supporting Infrastructure 8.22 50.0
Alignment of Cloud Computing 8.23 50.0

Offerors must receive a minimum score of seventy percent (70%) of the total possible points in order to continue to the scoring the cost proposals. Offerors with a score of less than seventy percent (70%) of the total possible points will be deemed non-responsive and ineligible for further consideration. If an Offeror demonstrates that an evaluation criteria is not applicable to its Offering then those points will be deducted from that Offerors total possible points. For example if an Offeror demonstrates that the evaluation criteria for Privacy and Security in Section 8.6 of this RFP is not applicable to its proposal then 50 points will be removed from that Offeror’s total possible points (from 1325 to 1275). The Lead State reserves the right to determine whether an evaluation criteria applies to a proposal.

Offerors that achieve minimum score threshold of seventy percent (70%) of the total possible points, will proceed to the Cost Proposal Evaluation. The evaluation score sheet has been attached to this RFP. The attached evaluation score sheet states the relative weight that will be given to each evaluation criteria.

Each committee member shall independently read and score each proposal based on the technical non-price criteria set forth in the RFP to assess the completeness, quality, and desirability of each proposal. The Evaluation Committee will tally the final scores for criteria other than cost to arrive at a consensus score by the following method: an average State of Utah Bid CH16012
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19 of the individual scores. Each proposal will be evaluated and scored by at least three evaluation committee members.

To clarify, an Offeror’s Cloud Solutions (SaaS, IaaS, or PaaS) are not being tested or demonstrated during the technical response; proposals are only being evaluated by the criteria described in the RFP. However, Purchasing Entities in making a “best value” determination may request a test or demonstration of an Offeror’s Solution. To help in the evaluation process Offerors should not include sales brochures as part of their proposals.

4.3.3 Cost Proposals will be opened only after Evaluation of Proposals has been completed.

Offerors that provide a price schedule with a minimum discount from its Cloud Solutions will receive 152.8 points. If an Offeror fails to provide a discount or a price schedule as required by Section 9.1 its proposal will be disqualified.

4.4 AWARD OF MASTER AGREEMENT(S)
Award shall be made to the responsive responsible Offeror(s) whose proposal(s) receive the minimum point thresholds and provides a Cost Proposal form as described in Section 4.3.3. The Lead State anticipates awarding multiple Master Agreements. The award of Master Agreement(s) will be made without regard to any preference for Utah suppliers. Participating Entities, including the State of Utah, may take local preferences into consideration when determining if they will enter into a Participating Addendum with a Contract Vendor to which a Master Agreement has been awarded.

4.5 NOTICE OF INTENT TO AWARD
After final selections are made, the Lead State will issue an intent-to-award announcement by letter to all responsive Offerors.

4.6 PROTEST PROCESSES
Offerors are directed to Utah Code Part 16 and Utah Administrative Code Rule R16 available at http://le.utah.gov/xcode/Title63G/Chapter6a/63G-6a-S1601.html and http://www.rules.utah.gov/publicat/code/r033/r033-016.htm for available protest processes.

4.7 PUBLICIZING AWARD(S)
The Lead State shall, on the next business day after the award of a contract(s) is announced, make available to each Offeror and to the public a written statement that includes:
(a) the name of the offeror to which the contract is awarded and the total score awarded by the evaluation committee to that offeror;
(b) the justification statement under UCA § 63G-6a-708, including any required cost-benefit analysis; and
(c) the total score awarded by the evaluation committee to each offeror to which the contract is not awarded, without identifying which offeror received which score.

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20 5 MANDATORY MINIMUM REQUIREMENTS
If applicable to an Offeror’s Solution, an Offeror must provide a point by point responses to each mandatory minimum requirement. If a mandatory minimum requirement is not applicable to an Offeror’s Solution then the Offeror must explain why the mandatory minimum requirement is not applicable.

If an Offeror’s proposal contains more than one Solution (i.e., SaaS and PaaS) then the Offeror must provide a response for each Solution. However, Offerors do not need to submit a proposal for each Solution.

5.1 (M) SIGNATURE PAGE
Proposals must be submitted with a vendor information form, located on Bidsync as an attachment to the RFP, which must contain an ORIGINAL HANDWRITTEN signature executed in INK OR AN ELECTRONIC SIGNATURE, and be returned with the Offeror’s proposal.

5.2 (M) COVER LETTER
Proposals must include a cover letter on official letterhead of the Offeror. The cover letter must identify the RFP Title and number, and must be signed by an individual authorized to commit the Offeror to the work proposed. In addition, the cover letter must include:

5.2.1 A statement indicating the Offeror’s understanding that they may be required to negotiate additional terms and conditions, including additional administrative fees, with Participating Entities when executing a Participating Addendum.

5.2.2 A statement naming the firms and/or staff responsible for writing the proposal.

5.2.3 A statement that Offeror is not currently suspended, debarred or otherwise excluded from federal or state procurement and non-procurement programs.

5.2.4 A statement acknowledging that a 0.25% NASPO ValuePoint Administrative Fee and any Participating Entity Administrative fee will apply to total sales for the Master Agreement(s) awarded from the RFP.

5.2.5 A statement identifying the service model(s) (SaaS, IaaS, and/or PaaS) and deployment model(s) that it is capable of providing under the terms of the RFP. See Attachment C for a determination of each service model subcategory. The services models, deployment models and risk categories can be found in the Scope of Services, Attachment D. Note:

Multiple service and/or deployment model selection is permitted, and at least one service model must be identified. See Attachment H.

5.2.6 A statement identifying the data risk categories that the Offeror is capable of storing and securing. See Attachment D and Attachment H.

5.3 (M) ACKNOWLEDGEMENT OF AMENDMENTS
If the RFP is amended, the Offeror must acknowledge each amendment with a signature on the acknowledgement form provided with each amendment. Failure to return a signed copy of each amendment acknowledgement form with the proposal may result in the proposal being found non-responsive.

5.4 (M) EXECUTIVE SUMMARY
Offerors must provide an Executive Summary of its proposal. An Executive Summary should highlight the major features of an Offeror’s proposal. Briefly describe the proposal in no more than three (3) pages. The evaluation committee should be able to determine the essence of the proposal by reading the Executive Summary. Any requirements that cannot be met by the Offeror must be included.

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21 5.5 (M) GENERAL REQUIREMENTS

5.5.1 Offeror must agree that if awarded a contract it will provide a Usage Report Administrator responsible for the quarterly sales reporting described the Master Agreement Terms and Conditions, and if applicable Participating Addendums.

5.5.2 Offeror must provide a statement that it agrees to cooperate with NASPO ValuePoint and SciQuest (and any authorized agent or successor entity to SciQuest) with uploading an Offeror’s ordering instructions, if awarded a contract.

5.5.3 Offeror must at a minimum complete, provide, and maintain a completed CSA STAR Registry Self-Assessment2. Offeror must either submit a completed The Consensus Assessments Initiative Questionnaire (CAIQ), Exhibit 1 to Attachment B, or submit a report documenting compliance with Cloud Controls Matrix (CCM), Exhibit 2 to Attachment B. Offeror must also represent and warrant the accuracy and currency of the information on the completed. Offerors are encouraged to complete and submit both exhibits to Attachment B.

5.5.4 Offeror, as part of its proposal, must provide a sample of its Service Level Agreement3, which should define the performance and other operating parameters within which the infrastructure must operate to meet IT System and Purchasing Entity’s requirements.

5.7 RECERTIFICATION OF MANDATORY MINIMUMS AND TECHNICAL SPECIFICATIONS Offeror must acknowledge that if it is awarded a contract under the RFP that it will annually certify to the Lead State that it still meets or exceeds the technical capabilities discussed in its proposal.

2 CSA STAR Self-Assessment documents the security controls provided by an Offeror’s offerings, thereby helping Purchasing Entities assess the security of an Offeror, if awarded a Master Agreement, they currently use or are considering using.
3 SLAs can vary depending on the cloud service being procured as well as the individual ordering activity, and the Lead State does not expect to require a single SLA to all cloud solutions being proposed under the RFP.

Additionally, by submitting a sample the Lead State does not agree to its terms and you understand that a Purchasing Entity may revise the SLA to conform to the requirements of its laws.

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22 6 BUSINESS INFORMATION

6.1 (M)(E) BUSINESS PROFILE
Provide a profile of your business including: year started, organizational structure, client base (including any focus by region, market sector, etc.), growth over the last three (3) years, number of employees, employee retention rates (specific for employees that may be associated with the services related to the RFP) over the last two (2) years, etc. Businesses must demonstrate a minimum of three (3) years of experience providing cloud solutions for large scale projects, including government experience, to be eligible for award.

6.2 (M)(E) SCOPE OF EXPERIENCE
Describe in detail the business’ experience with government or large consortium contracts similar to the Master Agreements sought through this RFP. Provide the approximate dollar value of the business’ five (5) largest contracts in the last two (2) years, under which the Offeror provided Solutions identical or very similar to those required by this RFP. Government experience is preferred.

6.3 (M) FINANCIALS
Offeror must provide audited financial statements, of the last two years, to the State that demonstrate that an Offeror meets at a minimum Dun and Bradstreet (D&B) credit rating of 3A2 or better, or a recognized equivalent rating. Please provide the Respondent’s D&B Number and the composite credit rating. The State reserves the right to verify this information. If a branch or wholly owned subsidiary is bidding on this RFP, please provide the D&B Number and score for the parent company that will be financially responsible for performance of the agreement.

6.4 (E) GENERAL INFORMATION

6.4.1 Provide any pertinent general information about the depth and breadth of your Solutions and their overall use and acceptance in the cloud marketplace.

6.4.2 Offeror must describe whether or not its auditing capabilities and reports are consistent with SAS 70 or later versions including, SSAE 16 6/2011, or greater.

6.5 (E) BILLING AND PRICING PRACTICES
DO NOT INCLUDE YOUR PRICING CATALOG, as part of your response to this question.

6.5.1 Describe your billing and pricing practices, including how your billing practices are transparent and easy to understand for Purchasing Entity’s.

6.5.2 Identify any typical cost impacts that a Purchasing Entity might need to consider, if any, to implement your cloud solutions.

6.5.3 Offeror must describe how its Solutions are NIST compliant, as defined in NIST Special Publication 800-145, with the service models it offers.

6.6 (E) SCOPE AND VARIETY OF CLOUD SOLUTIONS
Specify the scope and variety of the Solutions you offer under this solicitation. You may provide a list of the different SaaS, IaaS, and/or PaaS services and deployment models that you offer.

6.7 (E) BEST PRACTICES
Specify your policies and procedures in ensuring visibility, compliance, data security and threat protection for cloud-delivered services; include any implementations of encryption or tokenization to control access to sensitive data.

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23 7 ORGANIZATION AND STAFFING

7.1 (ME) CONTRACT MANAGER
The Offeror must provide a Contract Manager as the single point of contact for management of the NASPO ValuePoint Master Agreement, administered by the State of Utah. The Contract Manager must have experience managing contracts for cloud solutions.

7.1.1 Provide the name, phone number, email address, and work hours of the person who will act as Contract Manager if you are awarded a Master Agreement.

7.1.2 Describe in detail the Contract Manager’s experience managing contracts of similar size and scope to the one that will be awarded from this RFP. Provide a detailed resume for the Contract Manager.

7.1.3 Describe in detail the roles and responsibilities of the Contract Manager as they apply to the NASPO ValuePoint Master Agreement that will be awarded from this RFP.

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24 8 TECHNICAL REQUIREMENTS
If applicable to an Offeror’s Solution, an Offeror must provide a point by point responses to each technical requirement demonstrating its technical capabilities. If a technical requirement is not applicable to an Offeror’s Solution then the Offeror must explain why the technical requirement is not applicable.

8.1 (M)(E) TECHNICAL REQUIREMENTS

8.1.1 Offeror must identify the cloud service model(s) and deployment model(s) it intends to provide to Eligible Users. See Attachment D.

8.1.2 For the purposes of the RFP, meeting the NIST essential characteristics is a primary concern. As such, describe how your proposed solution(s) meet the following characteristics, as defined in NIST Special Publication 800-145:

8.1.2.1 NIST Characteristic - On-Demand Self-Service: Provide a brief written description of how the cloud solutions proposed satisfies this individual essential NIST Characteristic. Attest capability and briefly describe how self-service technical capability is met.

8.1.2.2 NIST Characteristic - Broad Network Access: Provide a brief written description of how the cloud solutions proposed satisfies this individual essential NIST Characteristic. Attest capability and briefly describe how network access is provided.

8.1.2.3 NIST Characteristic - Resource Pooling: Provide a brief written description of how the cloud solutions proposed satisfies this individual essential NIST Characteristic. Attest capability and briefly describe how resource pooling technical capability is met.

8.1.2.4 NIST Characteristic - Rapid Elasticity: Provide a brief written description of how the cloud solutions proposed satisfies this NIST Characteristic. Attest capability and briefly describe how rapid elasticity technical capability is met.

8.1.2.5 NIST Characteristic - Measured Service: Provide a brief written description of how the cloud solutions proposed satisfies this NIST Characteristic.

Attest capability and briefly describe how measured service technical capability is met.

8.1.3 Offeror must identify for each Solution the subcategories that it offers for each service model. For example if an Offeror provides a SaaS offering then it should be divided into education SaaS offerings, e-procurement SaaS offerings, information SaaS offering, etc.

8.1.4 As applicable to an Offeror’s proposal, Offeror must describe its willingness to comply with, the requirements of Attachments C & D.

8.1.5 As applicable to an Offeror’s proposal, Offeror must describe how its offerings adhere to the services, definitions, and deployment models identified in the Scope of Services, in Attachment D.

8.2 (E) SUBCONTRACTORS

8.2.1 Offerors must explain whether they intend to provide all cloud solutions directly or through the use of Subcontractors. Higher points may be earned by providing all services directly or by providing details of highly qualified Subcontractors; lower scores may be State of Utah Bid CH16012
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25 earned for failure to provide detailed plans for providing services or failure to provide detail regarding specific Subcontractors. Any Subcontractor that an Offeror chooses to use in fulfilling the requirements of the RFP must also meet all Administrative, Business and Technical Requirements of the RFP, as applicable to the Solutions provided.

Subcontractors do not need to comply with Section 6.3.

8.2.2 Offeror must describe the extent to which it intends to use subcontractors to perform contract requirements. Include each position providing service and provide a detailed description of how the subcontractors are anticipated to be involved under the Master Agreement.

8.2.3 If the subcontractor is known, provide the qualifications of the subcontractor to provide the services; if not, describe how you will guarantee selection of a subcontractor that meets the experience requirements of the RFP. Include a description of how the Offeror will ensure that all subcontractors and their employees will meet all Statement of Work requirements.

8.3 (E) WORKING WITH PURCHASING ENTITIES

8.3.1 Offeror must describe how it will work with Purchasing Entities before, during, and after a Data Breach, as defined in the Attachments and Exhibits. Include information such as:
 Personnel who will be involved at various stages, include detail on how the Contract Manager in Section 7 will be involved;
 Response times;
 Processes and timelines;
 Methods of communication and assistance; and
 Other information vital to understanding the service you provide.

8.3.2 Offeror must describe how it will not engage in nor permit its agents to push adware, software, or marketing not explicitly authorized by the Participating Entity or the Master Agreement.

8.3.3 Offeror must describe whether its application-hosting environments support a user test/staging environment that is identical to production.

8.3.4 Offeror must describe whether or not its computer applications and Web sites are be accessible to people with disabilities, and must comply with Participating entity accessibility policies and the Americans with Disability Act, as applicable.

8.3.5 Offeror must describe whether or not its applications and content delivered through Web browsers are be accessible using current released versions of multiple browser platforms (such as Internet Explorer, Firefox, Chrome, and Safari) at minimum.

8.3.6 Offeror must describe how it will, prior to the execution of a Service Level Agreement, meet with the Purchasing Entity and cooperate and hold a meeting to determine whether any sensitive or personal information will be stored or used by the Offeror that is subject to any law, rule or regulation providing for specific compliance obligations.

8.3.7 Offeror must describe any project schedule plans or work plans that Offerors use in implementing their Solutions with customers. Offerors should include timelines for developing, testing, and implementing Solutions for customers.

8.4 (E) CUSTOMER SERVICE

8.4.1 Offeror must describe how it ensure excellent customer service is provided to Purchasing Entities. Include:
 Quality assurance measures;
 Escalation plan for addressing problems and/or complaints; and  Service Level Agreement (SLA).

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26 8.4.2 Offeror must describe its ability to comply with the following customer service requirements:
a. You must have one lead representative for each entity that executes a Participating Addendum. Contact information shall be kept current. b. Customer Service Representative(s) must be available by phone or email at a minimum, from 7AM to 6PM on Monday through Sunday for the applicable time zones.
c. Customer Service Representative will respond to inquiries within one business day.
d. You must provide design services for the applicable categories. e. You must provide Installation Services for the applicable categories.

8.5 (E) SECURITY OF INFORMATION

8.5.1 Offeror must describe the measures it takes to protect data. Include a description of the method by which you will hold, protect, and dispose of data following completion of any contract services.

8.5.2 Offeror must describe how it intends to comply with all applicable laws and related to data privacy and security.

8.5.3 Offeror must describe how it will not access a Purchasing Entity’s user accounts or data, except in the course of data center operations, response to service or technical issues, as required by the express terms of the Master Agreement, the applicable Participating Addendum, and/or the applicable Service Level Agreement.

8.6 (E) PRIVACY AND SECURITY

8.6.1 Offeror must describe its commitment for its Solutions to comply with NIST, as defined in NIST Special Publication 800-145, and any other relevant industry standards, as it relates to the Scope of Services described in Attachment D, including supporting the different types of data that you may receive.

8.6.2 Offeror must list all government or standards organization security certifications it currently holds that apply specifically to the Offeror’s proposal, as well as those in process at time of response. Specifically include HIPAA, FERPA, CJIS Security Policy, PCI Data Security Standards (DSS), IRS Publication 1075, FISMA, NIST 800-53, NIST SP 800- 171, and FIPS 200 if they apply.

8.6.3 Offeror must describe its security practices in place to secure data and applications, including threats from outside the service center as well as other customers co-located within the same service center.

8.6.4 Offeror must describe its data confidentiality standards and practices that are in place to ensure data confidentiality. This must include not only prevention of exposure to unauthorized personnel, but also managing and reviewing access that administrators have to stored data. Include information on your hardware policies (laptops, mobile etc).

8.6.5 Offeror must provide a detailed list of the third-party attestations, reports, security credentials (e.g., FedRamp), and certifications relating to data security, integrity, and other controls.

8.6.6 Offeror must describe its logging process including the types of services and devices logged; the event types logged; and the information fields. You should include detailed response on how you plan to maintain security certifications.

8.6.7 Offeror must describe whether it can restrict visibility of cloud hosted data and documents to specific users or groups.

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27 8.6.8 Offeror must describe its notification process in the event of a security incident, including relating to timing, incident levels. Offeror should take into consideration that Purchasing Entities may have different notification requirements based on applicable laws and the categorization type of the data being processed or stored.

8.6.9 Offeror must describe and identify whether or not it has any security controls, both physical and virtual Zones of Control Architectures (ZOCA), used to isolate hosted servers.

8.6.10 Provide Security Technical Reference Architectures that support Infrastructure as a Service (IaaS), Software as a Service (SaaS) & Platform as a Service (PaaS).

8.6.11 Describe security procedures (background checks, foot printing logging, etc.) which are in place regarding Offeror’s employees who have access to sensitive data.

8.6.12 Describe the security measures and standards (i.e. NIST) which the Offeror has in place to secure the confidentiality of data at rest and in transit.

8.6.13 Describe policies and procedures regarding notification to both the State and the Cardholders of a data breach, as defined in this RFP, and the mitigation of such a breach.

8.7 (E) MIGRATION AND REDEPLOYMENT PLAN

8.7.1 Offeror must describe how it manages the end of life activities of closing down a service to a Purchasing Entity and safely deprovisioning it before the Offeror is no longer contractually obligated to maintain the service, include planned and unplanned activities. An Offeror’s response should include detail on how an Offeror maintains security of the data during this phase of an SLA, if the Offeror provides for redundancy during migration, and how portable the data is during migration.

8.7.2 Offeror must describe how it intends to provide an orderly return of data back to the Purchasing Entity, include any description in your SLA that describes the return of data to a customer.

8.8 (E) SERVICE OR DATA RECOVERY

8.8.1 Describe how you would respond to the following situations; include any contingency plan or policy.
a. Extended downtime.
b. Suffers an unrecoverable loss of data.
c. Offeror experiences a system failure.
d. Ability to recover and restore data within 4 business hours in the event of a severe system outage.
e. Describe your Recovery Point Objective (RPO) and Recovery Time Objective (RTO).

8.8.2 Describe your methodologies for the following backup and restore services:
a. Method of data backups
b. Method of server image backups
c. Digital location of backup storage (secondary storage, tape, etc.) d. Alternate data center strategies for primary data centers within the continental United States.

8.9 (E) DATA PROTECTION

8.9.1 Specify standard encryption technologies and options to protect sensitive data, depending on the particular service model that you intend to provide under this Master Agreement, while in transit or at rest.

8.9.2 Describe whether or not it is willing to sign relevant and applicable Business Associate Agreement or any other agreement that may be necessary to protect data with a Purchasing Entity.

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28 8.9.3 Offeror must describe how it will only use data for purposes defined in the Master Agreement, participating addendum, or related service level agreement. Offeror shall not use the government data or government related data for any other purpose including but not limited to data mining. Offeror or its subcontractors shall not resell nor otherwise redistribute information gained from its access to the data received as a result of this RFP.

8.10 (E) SERVICE LEVEL AGREEMENTS

8.10.1 Offeror must describe whether your sample Service Level Agreement is negotiable. If not describe how it benefits purchasing entity’s not to negotiate your Service Level Agreement.

8.10.2 Offeror, as part of its proposal, must provide a sample of its Service Level Agreement, which should define the performance and other operating parameters within which the infrastructure must operate to meet IT System and Purchasing Entity’s requirements.

8.11 (E) DATA DISPOSAL
Specify your data disposal procedures and policies and destruction confirmation process.

8.12 (E) PERFORMANCE MEASURES AND REPORTING

8.12.1 Describe your ability to guarantee reliability and uptime greater than 99.5%. Additional points will be awarded for 99.9% or greater availability.

8.12.2 Provide your standard uptime service and related Service Level Agreement (SLA) criteria.

8.12.3 Specify and provide the process to be used for the participating entity to call/contact you for support, who will be providing the support, and describe the basis of availability.

8.12.4 Describe the consequences/SLA remedies if the Respondent fails to meet incident response time and incident fix time.

8.12.5 Describe the firm’s procedures and schedules for any planned downtime.

8.12.6 Describe the consequences/SLA remedies if disaster recovery metrics are not met.

8.12.7 Provide a sample of performance reports and specify if they are available over the Web and if they are real-time statistics or batch statistics.

8.12.8 Ability to print historical, statistical, and usage reports locally.

8.12.9 Offeror must describe whether or not its on-demand deployment is supported 24x365.

8.12.10 Offeror must describe its scale-up and scale-down, and whether it is available 24x365.

8.13 (E) CLOUD SECURITY ALLIANCE
Describe your level of disclosure with CSA Star Registry for each Solution offered. a. Completion of a CSA STAR Self-Assessment, as described in Section 5.5.3. b. Completion of Exhibits 1 and 2 to Attachment B.
c. Completion of a CSA STAR Attestation, Certification, or Assessment. d. Completion CSA STAR Continuous Monitoring.

8.14 (E) SERVICE PROVISIONING

8.14. 1 Describe in detail how your firm processes emergency or rush services implementation requests by a Purchasing Entity.

8.14.2 Describe in detail the standard lead-time for provisioning your Solutions.

8.15 (E) BACK UP AND DISASTER PLAN

8.15.1 Ability to apply legal retention periods and disposition by agency per purchasing entity policy and/or legal requirements.

8.15.2 Describe any known inherent disaster recovery risks and provide potential mitigation strategies.

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29 8.15.3 Describe the infrastructure that supports multiple data centers within the United States, each of which supports redundancy, failover capability, and the ability to run large scale applications independently in case one data center is lost.

8.16 (E) SOLUTION ADMINISTRATION

8.16.1 Ability of the Purchasing Entity to fully manage identity and user accounts.

8.16.2 Ability to provide anti-virus protection, for data stores.

8.16.3 Ability to migrate all Purchasing Entity data, metadata, and usage data to a successor Cloud Hosting solution provider.

8.16.4 Ability to administer the solution in a distributed manner to different participating entities.

8.16.5 Ability to apply a participating entity's defined administration polices in managing a solution.

8.17 (E) HOSTING AND PROVISIONING

8.17.1 Documented cloud hosting provisioning processes, and your defined/standard cloud provisioning stack.

8.17.2 Provide tool sets at minimum for:

1. Deploying new servers (determining configuration for both stand alone or part of an existing server farm, etc.)

2. Creating and storing server images for future multiple deployments

3. Securing additional storage space

4. Monitoring tools for use by each jurisdiction’s authorized personnel – and this should ideally cover components of a public (respondent hosted) or hybrid cloud (including Participating entity resources).

8.18 (E) TRIAL AND TESTING PERIODS (PRE- AND POST- PURCHASE)

8.18.1 Describe your testing and training periods that your offer for your service offerings.

8.18.2 Describe how you intend to provide a test and/or proof of concept environment for evaluation that verifies your ability to meet mandatory requirements.

8.18.3 Offeror must describe what training and support it provides at no additional cost.

8.19 (E) INTEGRATION AND CUSTOMIZATION

8.19.1 Describe how the Solutions you provide can be integrated to other complementary applications, and if you offer standard-based interface to enable additional integrations.

8.19.2 Describe the ways to customize and personalize the Solutions you provide to meet the needs of specific Purchasing Entities.

8.20 (E) MARKETING PLAN
Describe your how you intend to market your Solutions to NASPO ValuePoint and Participating Entities.

8.21 (E) RELATED VALUE-ADDED SERVICES TO CLOUD SOLUTIONS Describe the valued-added services that you can provide as part of an awarded contract, e.g. consulting services pre- and post- implementation. Offerors may detail professional services in the RFP limited to assisting offering activities with initial setup, training and access to the services.

8.22 (E) SUPPORTING INFRASTRUCTURE

8.22.1 Describe what infrastructure is required by the Purchasing Entity to support your Solutions or deployment models.

8.22.2 If required, who will be responsible for installation of new infrastructure and who will incur those costs?

8.23 (E) ALIGNMENT OF CLOUD COMPUTING REFERENCE ARCHITECTURE State of Utah Bid CH16012
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30 Clarify how your architecture compares to the NIST Cloud Computing Reference Architecture, in particular, to describe how they align with the three domains e.g. Infrastructure as a Service (IaaS), Software as a Service (SaaS), and Platform as a Service (PaaS).

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31 9 COST PROPOSAL

9.1 (M) COST PROPOSAL
Given that technology products generally depreciate over time and go through typical product lifecycles, it is more favorable for Purchasing Entities to have the Master Agreement be based on minimum discounts off the Offeror’s’ commercially published pricelists versus fixed pricing. In addition, Offerors will have the ability to update and refresh their respective price books, as long as the agreed-upon discounts are fixed. Minimum guaranteed contract discounts do not preclude an Offeror and/or its authorized resellers from providing deeper or additional, incremental discounts at their sole discretion.

Offeror must identify its cost proposal, Attachment G, as “Cost Proposal – CH16012 Cloud solutions”. No specific format is required for an Offeror’s price schedule; however the Offeror must provide and list a discount from its pricing catalog. New discount levels may be offered for new services that become available during the term of the Master Agreement, as allowed by the Lead State.

Pricing catalogs should include the price structures of the cloud solutions models and deployment models that it intends to provide including the types of data it is able to hold under each model.

Pricing must be all-inclusive of infrastructure and software costs and management of infrastructure, network, OS, and software.

The Lead State understands that each Offeror may have its own pricing models and schedules for the Services described in the RFP. It is the intent to of the RFP to allow price schedules that are viewed in the traditional line item structure or price schedule that have pay-as-you-go characteristics.

An Offeror’s price catalog should be clear and readable. Participating Entities, in reviewing an Offeror’s Master Agreement, will take into account the discount offered by the Offeror along with the transparent, publicly available, up-to-date pricing and tools that will allow customers to evaluate their pricing.

Individual Participating Addendums will use the cost proposals pricing as a base and may negotiate an adjusted rate.

Offeror’s price catalog should be broken into category for each service category. For example if an Offeror provides a SaaS offering then its price catalog should be divided into education SaaS offerings, e-procurement SaaS offerings, information SaaS offering, etc.

Some Participating Entities may desire to use an Offeror for other related application modifications to optimize or deploy cloud solutions applications. Responses to the RFP must include hourly rates by job specialty for use by Participating Entities for these types of database/application administration, systems engineering & configuration services and consulting throughout the contract period. The hourly rates should be a fully burdened rate that includes labor, overhead, and any other costs related to the service. The specific rate (within a range) charged for each proposed contracted service would be the lowest rate shown unless justified in writing and approved by the Lead State. Any of these valued-added services must be included in your cost proposal, e.g., by an hourly rate.

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Attachment A: NASPO ValuePoint Master Agreement Terms and Conditions

1. Master Agreement Order of Precedence
a. Any Order placed under this Master Agreement shall consist of the following documents:
(1) A Participating Entity’s Participating Addendum1(“PA”); (2) NASPO ValuePoint Master Agreement Terms & Conditions, including the applicable Exhibits2
to the Master Agreement;
(3) The Solicitation;
(4) Contractor’s response to the Solicitation, as revised (if permitted) and accepted by the Lead State; and
(5) A Service Level Agreement issued against the Participating Addendum. b. These documents shall be read to be consistent and complementary. Any conflict among these documents shall be resolved by giving priority to these documents in the order listed above. Contractor terms and conditions that apply to this Master Agreement are only those that are expressly accepted by the Lead State and must be in writing and attached to this Master Agreement as an Exhibit or Attachment.

2. Definitions - Unless otherwise provided in this Master Agreement, capitalized terms will have the meanings given to those terms in this Section.

Confidential Information means any and all information of any form that is marked as confidential or would by its nature be deemed confidential obtained by Contractor or its employees or agents in the performance of this Master Agreement, including, but not necessarily limited to (1) any Purchasing Entity’s records, (2) personnel records, and (3) information concerning individuals, is confidential information of Purchasing Entity.

Contractor means the person or entity providing solutions under the terms and conditions set forth in this Master Agreement. Contractor also includes its employees, subcontractors, agents and affiliates who are providing the services agreed to under the Master Agreement.

Data means all information, whether in oral or written (including electronic) form,

1 A Sample Participating Addendum will be published after the contracts have been awarded. 2 The Exhibits comprise the terms and conditions for the service models: PaaS, IaaS, and PaaS.

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created by or in any way originating with a Participating Entity or Purchasing Entity, and all information that is the output of any computer processing, or other electronic manipulation, of any information that was created by or in any way originating with a Participating Entity or Purchasing Entity, in the course of using and configuring the Services provided under this Agreement.

Data Breach means any actual or reasonably suspected non-authorized access to or acquisition of computerized Non-Public Data or Personal Data that compromises the security, confidentiality, or integrity of the Non-Public Data or Personal Data, or the ability of Purchasing Entity to access the Non-Public Data or Personal Data.

Data Categorization means the process of risk assessment of Data. See also “High Risk Data”, “Moderate Risk Data” and “Low Risk Data”.

Disabling Code means computer instructions or programs, subroutines, code, instructions, data or functions, (including but not limited to viruses, worms, date bombs or time bombs), including but not limited to other programs, data storage, computer libraries and programs that self-replicate without manual intervention, instructions programmed to activate at a predetermined time or upon a specified event, and/or programs purporting to do a meaningful function but designed for a different function, that alter, destroy, inhibit, damage, interrupt, interfere with or hinder the operation of the Purchasing Entity’s’ software, applications and/or its end users processing environment, the system in which it resides, or any other software or data on such system or any other system with which it is capable of communicating.

Fulfillment Partner means a third-party contractor qualified and authorized by Contractor, and approved by the Participating State under a Participating Addendum, who may, to the extent authorized by Contractor, fulfill any of the requirements of this Master Agreement including but not limited to providing Services under this Master Agreement and billing Customers directly for such Services. Contractor may, upon written notice to the Participating State, add or delete authorized Fulfillment Partners as necessary at any time during the contract term. Fulfillment Partner has no authority to amend this Master Agreement or to bind Contractor to any additional terms and conditions.

High Risk Data is as defined in FIPS PUB 199, Standards for Security Categorization of Federal Information and Information Systems (“High Impact Data”).

Infrastructure as a Service (IaaS) as used in this Master Agreement is defined the capability provided to the consumer to provision processing, storage, networks, and other fundamental computing resources where the consumer is able to deploy and run arbitrary software, which can include operating systems and applications. The consumer does not manage or control the underlying cloud infrastructure but has control over operating systems, storage, deployed applications; and possibly limited control of select networking components (e.g., host firewalls).

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Intellectual Property means any and all patents, copyrights, service marks, trademarks, trade secrets, trade names, patentable inventions, or other similar proprietary rights, in tangible or intangible form, and all rights, title, and interest therein.

Lead State means the State centrally administering the solicitation and any resulting Master Agreement(s).

Low Risk Data is as defined in FIPS PUB 199, Standards for Security Categorization of Federal Information and Information Systems (“Low Impact Data”).

Master Agreement means this agreement executed by and between the Lead State, acting on behalf of NASPO ValuePoint, and the Contractor, as now or hereafter amended.

Moderate Risk Data is as defined in FIPS PUB 199, Standards for Security Categorization of Federal Information and Information Systems (“Moderate Impact Data”).

NASPO ValuePoint is the NASPO ValuePoint Cooperative Purchasing Program, facilitated by the NASPO Cooperative Purchasing Organization LLC, a 501(c)(3) limited liability company (doing business as NASPO ValuePoint) is a subsidiary organization the National Association of State Procurement Officials (NASPO), the sole member of NASPO ValuePoint. The NASPO ValuePoint Cooperative Purchasing Organization facilitates administration of the cooperative group contracting consortium of state chief procurement officials for the benefit of state departments, institutions, agencies, and political subdivisions and other eligible entities (i.e., colleges, school districts, counties, cities, some nonprofit organizations, etc.) for all states and the District of Columbia. The NASPO ValuePoint Cooperative Development Team is identified in the Master Agreement as the recipient of reports and may be performing contract administration functions as assigned by the Lead State.

Non-Public Data means High Risk Data and Moderate Risk Data that is not subject to distribution to the public as public information. It is deemed to be sensitive and confidential by the Purchasing Entity because it contains information that is exempt by statute, ordinance or administrative rule from access by the general public as public information.

Participating Addendum means a bilateral agreement executed by a Contractor and a Participating Entity incorporating this Master Agreement and any other additional Participating Entity specific language or other requirements, e.g. ordering procedures specific to the Participating Entity, other terms and conditions.

Participating Entity means a state, or other legal entity, properly authorized to enter into a Participating Addendum.

Participating State means a state, the District of Columbia, or one of the territories of the United States that is listed in the Request for Proposal as intending to participate.

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Upon execution of the Participating Addendum, a Participating State becomes a Participating Entity.

Personal Data means data alone or in combination that includes information relating to an individual that identifies the individual by name, identifying number, mark or description can be readily associated with a particular individual and which is not a public record. Personal Information may include the following personally identifiable information (PII): government-issued identification numbers (e.g., Social Security, driver’s license, passport); financial account information, including account number, credit or debit card numbers; or Protected Health Information (PHI) relating to a person.

Platform as a Service (PaaS) as used in this Master Agreement is defined as the capability provided to the consumer to deploy onto the cloud infrastructure consumercreated or -acquired applications created using programming languages and tools supported by the provider. This capability does not necessarily preclude the use of compatible programming languages, libraries, services, and tools from other sources.

The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, or storage, but has control over the deployed applications and possibly application hosting environment configurations.

Product means any deliverable under this Master Agreement, including Services, software, and any incidental tangible goods.

Protected Health Information (PHI) means individually identifiable health information transmitted by electronic media, maintained in electronic media, or transmitted or maintained in any other form or medium. PHI excludes education records covered by the Family Educational Rights and Privacy Act (FERPA), as amended, 20 U.S.C. 1232g, records described at 20 U.S.C. 1232g(a)(4)(B)(iv) and employment records held by a covered entity in its role as employer. PHI may also include information that is a subset of health information, including demographic information collected from an individual, and (1) is created or received by a health care provider, health plan, employer or health care clearinghouse; and (2) relates to the past, present or future physical or mental health or condition of an individual; the provision of health care to an individual; or the past, present or future payment for the provision of health care to an individual; and (a) that identifies the individual; or (b) with respect to which there is a reasonable basis to believe the information can be used to identify the individual.

Purchasing Entity means a state, city, county, district, other political subdivision of a State, and a nonprofit organization under the laws of some states if authorized by a Participating Addendum, who issues a Purchase Order against the Master Agreement and becomes financially committed to the purchase.

Services mean any of the specifications described in the Scope of Services that are supplied or created by the Contractor pursuant to this Master Agreement.

Security Incident means the possible or actual unauthorized access to a Purchasing State of Utah Bid CH16012
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Entity’s Non-Public Data and Personal Data the Contractor believes could reasonably result in the use, disclosure or theft of a Purchasing Entity’s Non-Public Data within the possession or control of the Contractor. A Security Incident also includes a major security breach to the Contractor’s system, regardless if Contractor is aware of unauthorized access to a Purchasing Entity’s Non-Public Data. A Security Incident may or may not turn into a Data Breach.

Service Level Agreement (SLA) means a written agreement between both the Purchasing Entity and the Contractor that is subject to the terms and conditions in this Master Agreement and relevant Participating Addendum unless otherwise expressly agreed in writing between the Purchasing Entity and the Contractor. SLAs should include: (1) the technical service level performance promises, (i.e. metrics for performance and intervals for measure), (2) description of service quality, (3) identification of roles and responsibilities, (4) remedies, such as credits, and (5) an explanation of how remedies or credits are calculated and issued.

Software as a Service (SaaS) as used in this Master Agreement is defined as the capability provided to the consumer to use the Contractor’s applications running on a Contractor’s infrastructure (commonly referred to as ‘cloud infrastructure). The applications are accessible from various client devices through a thin client interface such as a Web browser (e.g., Web-based email), or a program interface. The consumer does not manage or control the underlying cloud infrastructure including network, servers, operating systems, storage, or even individual application capabilities, with the possible exception of limited user-specific application configuration settings.

Solicitation means the documents used by the State of Utah, as the Lead State, to obtain Contractor’s Proposal.

Statement of Work means a written statement in a solicitation document or contract that describes the Purchasing Entity’s service needs and expectations.

3. Term of the Master Agreement: The initial term of this Master Agreement is for ten (10) years with no renewal options.

4. Amendments: The terms of this Master Agreement shall not be waived, altered, modified, supplemented or amended in any manner whatsoever without prior written approval of the Lead State and Contractor.

5. Assignment/Subcontracts: Contractor shall not assign, sell, transfer, or sublet rights, or delegate responsibilities under this Master Agreement, in whole or in part, without the prior written approval of the Lead State.

The Lead State reserves the right to assign any rights or duties, including written assignment of contract administration duties to the NASPO Cooperative Purchasing Organization LLC, doing business as NASPO ValuePoint.

6. Discount Guarantee Period: All discounts must be guaranteed for the entire term of the Master Agreement. Participating Entities and Purchasing Entities shall receive the State of Utah Bid CH16012
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immediate benefit of price or rate reduction of the services provided under this Master Agreement. A price or rate reduction will apply automatically to the Master Agreement and an amendment is not necessary.

7. Termination: Unless otherwise stated, this Master Agreement may be terminated by either party upon 60 days written notice prior to the effective date of the termination.

Further, any Participating Entity may terminate its participation upon 30 days written notice, unless otherwise limited or stated in the Participating Addendum. Termination may be in whole or in part. Any termination under this provision shall not affect the rights and obligations attending orders outstanding at the time of termination, including any right of any Purchasing Entity to indemnification by the Contractor, rights of payment for Services delivered and accepted, data ownership, Contractor obligations regarding Purchasing Entity Data, rights attending default in performance an applicable Service Level of Agreement in association with any Order, Contractor obligations under Termination and Suspension of Service, and any responsibilities arising out of a Security Incident or Data Breach. Termination of the Master Agreement due to Contractor default may be immediate.

8. Confidentiality, Non-Disclosure, and Injunctive Relief a. Confidentiality. Contractor acknowledges that it and its employees or agents may, in the course of providing a Product under this Master Agreement, be exposed to or acquire information that is confidential to Purchasing Entity’s or Purchasing Entity’s clients. Any reports or other documents or items (including software) that result from the use of the Confidential Information by Contractor shall be treated in the same manner as the Confidential Information. Confidential Information does not include information that (1) is or becomes (other than by disclosure by Contractor) publicly known; (2) is furnished by Purchasing Entity to others without restrictions similar to those imposed by this Master Agreement; (3) is rightfully in Contractor’s possession without the obligation of nondisclosure prior to the time of its disclosure under this Master Agreement; (4) is obtained from a source other than Purchasing Entity without the obligation of confidentiality, (5) is disclosed with the written consent of Purchasing Entity or; (6) is independently developed by employees, agents or subcontractors of Contractor who can be shown to have had no access to the Confidential Information. b. Non-Disclosure. Contractor shall hold Confidential Information in confidence, using at least the industry standard of confidentiality, and shall not copy, reproduce, sell, assign, license, market, transfer or otherwise dispose of, give, or disclose Confidential Information to third parties or use Confidential Information for any purposes whatsoever other than what is necessary to the performance of Orders placed under this Master Agreement. Contractor shall advise each of its employees and agents of their obligations to keep Confidential Information confidential. Contractor shall use commercially reasonable efforts to assist Purchasing Entity in identifying and preventing any unauthorized use or disclosure of any Confidential Information. Without limiting the generality of the foregoing, Contractor shall advise Purchasing Entity, applicable Participating Entity, and the Lead State immediately if Contractor learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Master Agreement, and Contractor shall at its State of Utah Bid CH16012
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expense cooperate with Purchasing Entity in seeking injunctive or other equitable relief in the name of Purchasing Entity or Contractor against any such person. Except as directed by Purchasing Entity, Contractor will not at any time during or after the term of this Master Agreement disclose, directly or indirectly, any Confidential Information to any person, except in accordance with this Master Agreement, and that upon termination of this Master Agreement or at Purchasing Entity’s request, Contractor shall turn over to Purchasing Entity all documents, papers, and other matter in Contractor's possession that embody Confidential Information. Notwithstanding the foregoing, Contractor may keep one copy of such Confidential Information necessary for quality assurance, audits and evidence of the performance of this Master Agreement. c. Injunctive Relief. Contractor acknowledges that breach of this section, including disclosure of any Confidential Information, will cause irreparable injury to Purchasing Entity that is inadequately compensable in damages. Accordingly, Purchasing Entity may seek and obtain injunctive relief against the breach or threatened breach of the foregoing undertakings, in addition to any other legal remedies that may be available.

Contractor acknowledges and agrees that the covenants contained herein are necessary for the protection of the legitimate business interests of Purchasing Entity and are reasonable in scope and content.
d. Purchasing Entity Law. These provisions shall be applicable only to extent they are not in conflict with the applicable public disclosure laws of any Purchasing Entity.

9. Right to Publish: Throughout the duration of this Master Agreement, Contractor must secure prior approval from the Lead State or Participating Entity for the release of any information that pertains to the potential work or activities covered by the Master Agreement , including but not limited to reference to or use of the Lead State or a Participating Entity’s name, Great Seal of the State, Coat of Arms, any Agency or other subunits of the State government, or any State official or employee, for commercial promotion which is strictly prohibited. News releases or release of broadcast e-mails pertaining to this Master Agreement or Participating Addendum shall not be made without prior written approval of the Lead State or a Participating Entity.

The Contractor shall not make any representations of NASPO ValuePoint’s opinion or position as to the quality or effectiveness of the services that are the subject of this Master Agreement without prior written consent. Failure to adhere to this requirement may result in termination of the Master Agreement for cause.

10. Defaults and Remedies
a. The occurrence of any of the following events shall be an event of default under this Master Agreement:
(1) Nonperformance of contractual requirements; or
(2) A material breach of any term or condition of this Master Agreement; or (3) Any certification, representation or warranty by Contractor in response to the solicitation or in this Master Agreement that proves to be untrue or materially misleading; or
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(4) Institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within thirty (30) calendar days after the institution or occurrence thereof; or (5) Any default specified in another section of this Master Agreement. b. Upon the occurrence of an event of default, Lead State shall issue a written notice of default, identifying the nature of the default, and providing a period of 30 calendar days in which Contractor shall have an opportunity to cure the default. The Lead State shall not be required to provide advance written notice or a cure period and may immediately terminate this Master Agreement in whole or in part if the Lead State, in its sole discretion, determines that it is reasonably necessary to preserve public safety or prevent immediate public crisis. Time allowed for cure shall not diminish or eliminate Contractor’s liability for damages.
c. If Contractor is afforded an opportunity to cure and fails to cure the default within the period specified in the written notice of default, Contractor shall be in breach of its obligations under this Master Agreement and Lead State shall have the right to exercise any or all of the following remedies:
(1) Exercise any remedy provided by law; and
(2) Terminate this Master Agreement and any related Contracts or portions thereof; and
(3) Suspend Contractor from being able to respond to future bid solicitations; and
(4) Suspend Contractor’s performance; and
(5) Withhold payment until the default is remedied.
d. Unless otherwise specified in the Participating Addendum, in the event of a default under a Participating Addendum, a Participating Entity shall provide a written notice of default as described in this section and have all of the rights and remedies under this paragraph regarding its participation in the Master Agreement, in addition to those set forth in its Participating Addendum. Nothing in these Master Agreement Terms and Conditions shall be construed to limit the rights and remedies available to a Purchasing Entity under the applicable commercial code.

11. Changes in Contractor Representation: The Contractor must notify the Lead State of changes in the Contractor’s key administrative personnel, in writing within 10 calendar days of the change. The Lead State reserves the right to approve changes in key personnel, as identified in the Contractor’s proposal. The Contractor agrees to propose replacement key personnel having substantially equal or better education, training, and experience as was possessed by the key person proposed and evaluated in the Contractor’s proposal.

12. Force Majeure: Neither party shall be in default by reason of any failure in performance of this Contract in accordance with reasonable control and without fault or negligence on their part. Such causes may include, but are not restricted to, acts of nature or the public enemy, acts of the government in either its sovereign or contractual State of Utah Bid CH16012
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capacity, fires, floods, epidemics, quarantine restrictions, strikes, freight embargoes and unusually severe weather, but in every case the failure to perform such must be beyond the reasonable control and without the fault or negligence of the party.

13. Indemnification
a. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, and Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable, from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs for any death, injury, or damage to property arising directly or indirectly from act(s), error(s), or omission(s) of the Contractor, its employees or subcontractors or volunteers, at any tier, relating to the performance under the Master Agreement.
b. Indemnification – Intellectual Property. The Contractor shall defend, indemnify and hold harmless NASPO, NASPO ValuePoint, the Lead State, Participating Entities, Purchasing Entities, along with their officers, agents, and employees as well as any person or entity for which they may be liable ("Indemnified Party"), from and against claims, damages or causes of action including reasonable attorneys’ fees and related costs arising out of the claim that the Product or its use, infringes Intellectual Property rights ("Intellectual Property Claim") of another person or entity. (1) The Contractor’s obligations under this section shall not extend to any claims arising from the combination of the Product with any other product, system or method, unless the Product, system or method is:
(a) provided by the Contractor or the Contractor’s subsidiaries or affiliates; (b) specified by the Contractor to work with the Product; or (c) reasonably required, in order to use the Product in its intended manner, and the infringement could not have been avoided by substituting another reasonably available product, system or method capable of performing the same function; or
(d) It would be reasonably expected to use the Product in combination with such product, system or method.
(2) The Indemnified Party shall notify the Contractor within a reasonable time after receiving notice of an Intellectual Property Claim. Even if the Indemnified Party fails to provide reasonable notice, the Contractor shall not be relieved from its obligations unless the Contractor can demonstrate that it was prejudiced in defending the Intellectual Property Claim resulting in increased expenses or loss to the Contractor and then only to the extent of the prejudice or expenses. If the Contractor promptly and reasonably investigates and defends any Intellectual Property Claim, it shall have control over the defense and settlement of it. However, the Indemnified Party must consent in writing for any money damages or obligations for which it may be State of Utah Bid CH16012
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responsible. The Indemnified Party shall furnish, at the Contractor’s reasonable request and expense, information and assistance necessary for such defense. If the Contractor fails to vigorously pursue the defense or settlement of the Intellectual Property Claim, the Indemnified Party may assume the defense or settlement of it and the Contractor shall be liable for all costs and expenses, including reasonable attorneys’ fees and related costs, incurred by the Indemnified Party in the pursuit of the Intellectual Property Claim. Unless otherwise agreed in writing, this section is not subject to any limitations of liability in this Master Agreement or in any other document executed in conjunction with this Master Agreement.

14. Independent Contractor: The Contractor shall be an independent contractor.

Contractor shall have no authorization, express or implied, to bind the Lead State, Participating States, other Participating Entities, or Purchasing Entities to any agreements, settlements, liability or understanding whatsoever, and agrees not to hold itself out as agent except as expressly set forth herein or as expressly agreed in any Participating Addendum.

15. Individual Customers: Except to the extent modified by a Participating Addendum, each Purchasing Entity shall follow the terms and conditions of the Master Agreement and applicable Participating Addendum and will have the same rights and responsibilities for their purchases as the Lead State has in the Master Agreement, including but not limited to, any indemnity or right to recover any costs as such right is defined in the Master Agreement and applicable Participating Addendum for their purchases. Each Purchasing Entity will be responsible for its own charges, fees, and liabilities. The Contractor will apply the charges and invoice each Purchasing Entity individually.

16. Insurance
a. Unless otherwise agreed in a Participating Addendum, Contractor shall, during the term of this Master Agreement, maintain in full force and effect, the insurance described in this section. Contractor shall acquire such insurance from an insurance carrier or carriers licensed to conduct business in each Participating Entity’s state and having a rating of A-, Class VII or better, in the most recently published edition of Best’s Reports.

Failure to buy and maintain the required insurance may result in this Master Agreement’s termination or, at a Participating Entity’s option, result in termination of its Participating Addendum.
b. Coverage shall be written on an occurrence basis. The minimum acceptable limits shall be as indicated below, with no deductible for each of the following categories:
(1) Commercial General Liability covering premises operations, independent contractors, products and completed operations, blanket contractual liability, personal injury (including death), advertising liability, and property damage, with a limit of not less than $1 million per occurrence/$3 million general aggregate;
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(2) CLOUD MINIMUM INSURANCE COVERAGE:

Level of Risk
Data Breach and Privacy/Cyber Liability
including Technology Errors and Omissions
Minimum Insurance Coverage
Low Risk Data $2,000,000
Moderate Risk Data $5,000,000
High Risk Data $10,000,000
(3) Contractor must comply with any applicable State Workers Compensation or Employers Liability Insurance requirements.
(4) Professional Liability. As applicable, Professional Liability Insurance Policy in the minimum amount of $1,000,000 per occurrence and $1,000,000 in the aggregate, written on an occurrence form that provides coverage for its work undertaken pursuant to each Participating Addendum.
c. Contractor shall pay premiums on all insurance policies. Such policies shall also reference this Master Agreement and shall have a condition that they not be revoked by the insurer until thirty (30) calendar days after notice of intended revocation thereof shall have been given to Purchasing Entity and Participating Entity by the Contractor. d. Prior to commencement of performance, Contractor shall provide to the Lead State a written endorsement to the Contractor’s general liability insurance policy or other documentary evidence acceptable to the Lead State that (1) names the Participating States identified in the Request for Proposal as additional insureds, (2) provides that no material alteration, cancellation, non-renewal, or expiration of the coverage contained in such policy shall have effect unless the named Participating State has been given at least thirty (30) days prior written notice, and (3) provides that the Contractor’s liability insurance policy shall be primary, with any liability insurance of any Participating State as secondary and noncontributory. Unless otherwise agreed in any Participating Addendum, the Participating Entity’s rights and Contractor’s obligations are the same as those specified in the first sentence of this subsection. Before performance of any Purchase Order issued after execution of a Participating Addendum authorizing it, the Contractor shall provide to a Purchasing Entity or Participating Entity who requests it the same information described in this subsection.
e. Contractor shall furnish to the Lead State, Participating Entity, and, on request, the Purchasing Entity copies of certificates of all required insurance within thirty (30) calendar days of the execution of this Master Agreement, the execution of a Participating Addendum, or the Purchase Order’s effective date and prior to performing any work. The insurance certificate shall provide the following information: the name and address of the insured; name, address, telephone number and signature of the authorized agent; name of the insurance company (authorized to operate in all states); a description of coverage in detailed standard terminology (including policy period, policy number, limits of liability, exclusions and endorsements); and an acknowledgment State of Utah Bid CH16012
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of the requirement for notice of cancellation. Copies of renewal certificates of all required insurance shall be furnished within thirty (30) days after any renewal date.

These certificates of insurance must expressly indicate compliance with each and every insurance requirement specified in this section. Failure to provide evidence of coverage may, at sole option of the Lead State, or any Participating Entity, result in this Master Agreement’s termination or the termination of any Participating Addendum. f. Coverage and limits shall not limit Contractor’s liability and obligations under this Master Agreement, any Participating Addendum, or any Purchase Order.

17. Laws and Regulations: Any and all Services offered and furnished shall comply fully with all applicable Federal and State laws and regulations.

18. No Waiver of Sovereign Immunity: In no event shall this Master Agreement, any Participating Addendum or any contract or any Purchase Order issued thereunder, or any act of a Lead State, a Participating Entity, or a Purchasing Entity be a waiver of any form of defense or immunity, whether sovereign immunity, governmental immunity, immunity based on the Eleventh Amendment to the Constitution of the United States or otherwise, from any claim or from the jurisdiction of any court.

This section applies to a claim brought against the Participating State only to the extent Congress has appropriately abrogated the Participating State’s sovereign immunity and is not consent by the Participating State to be sued in federal court. This section is also not a waiver by the Participating State of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

19. Ordering
a. Master Agreement order and purchase order numbers shall be clearly shown on all acknowledgments, shipping labels, packing slips, invoices, and on all correspondence. b. This Master Agreement permits Purchasing Entities to define project-specific requirements and informally compete the requirement among other firms having a Master Agreement on an “as needed” basis. This procedure may also be used when requirements are aggregated or other firm commitments may be made to achieve reductions in pricing. This procedure may be modified in Participating Addenda and adapted to Purchasing Entity rules and policies. The Purchasing Entity may in its sole discretion determine which firms should be solicited for a quote. The Purchasing Entity may select the quote that it considers most advantageous, cost and other factors considered.
c. Each Purchasing Entity will identify and utilize its own appropriate purchasing procedure and documentation. Contractor is expected to become familiar with the Purchasing Entities’ rules, policies, and procedures regarding the ordering of supplies and/or services contemplated by this Master Agreement.
d. Contractor shall not begin providing Services without a valid Service Level State of Utah Bid CH16012
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Agreement or other appropriate commitment document compliant with the law of the Purchasing Entity.
e. Orders may be placed consistent with the terms of this Master Agreement during the term of the Master Agreement.
f. All Orders pursuant to this Master Agreement, at a minimum, shall include:
(1) The services or supplies being delivered;
(2) The place and requested time of delivery;
(3) A billing address;
(4) The name, phone number, and address of the Purchasing Entity representative;
(5) The price per unit or other pricing elements consistent with this Master Agreement and the contractor’s proposal;
(6) A ceiling amount of the order for services being ordered; and (7) The Master Agreement identifier and the Participating State contract identifier. g. All communications concerning administration of Orders placed shall be furnished solely to the authorized purchasing agent within the Purchasing Entity’s purchasing office, or to such other individual identified in writing in the Order. h. Orders must be placed pursuant to this Master Agreement prior to the termination date of this Master Agreement. Contractor is reminded that financial obligations of Purchasing Entities payable after the current applicable fiscal year are contingent upon agency funds for that purpose being appropriated, budgeted, and otherwise made available.
i. Notwithstanding the expiration or termination of this Master Agreement, Contractor agrees to perform in accordance with the terms of any Orders then outstanding at the time of such expiration or termination. Contractor shall not honor any Orders placed after the expiration or termination of this Master Agreement. Orders from any separate indefinite quantity, task orders, or other form of indefinite delivery order arrangement priced against this Master Agreement may not be placed after the expiration or termination of this Master Agreement, notwithstanding the term of any such indefinite delivery order agreement.

20. Participants and Scope
a. Contractor may not deliver Services under this Master Agreement until a Participating Addendum acceptable to the Participating Entity and Contractor is executed. The NASPO ValuePoint Master Agreement Terms and Conditions are applicable to any Order by a Participating Entity (and other Purchasing Entities covered by their Participating Addendum), except to the extent altered, modified, supplemented or amended by a Participating Addendum. By way of illustration and not limitation, this authority may apply to unique delivery and invoicing requirements, confidentiality requirements, defaults on Orders, governing law and venue relating to Orders by a State of Utah Bid CH16012
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Participating Entity, indemnification, and insurance requirements. Statutory or constitutional requirements relating to availability of funds may require specific language in some Participating Addenda in order to comply with applicable law. The expectation is that these alterations, modifications, supplements, or amendments will be addressed in the Participating Addendum or, with the consent of the Purchasing Entity and Contractor, may be included in the ordering document (e.g. purchase order or contract) used by the Purchasing Entity to place the Order.
b. Subject to subsection 20c and a Participating Entity’s Participating Addendum, the use of specific NASPO ValuePoint cooperative Master Agreements by state agencies, political subdivisions and other Participating Entities (including cooperatives) authorized by individual state’s statutes to use state contracts is subject to the approval of the respective State Chief Procurement Official.
c. Unless otherwise stipulated in a Participating Entity’s Participating Addendum, specific services accessed through the NASPO ValuePoint cooperative Master Agreements for Cloud Services by state executive branch agencies, as required by a Participating Entity’s statutes, are subject to the authority and approval of the Participating Entity’s Chief Information Officer’s Office3 .
d. Obligations under this Master Agreement are limited to those Participating Entities who have signed a Participating Addendum and Purchasing Entities within the scope of those Participating Addenda. Financial obligations of Participating States are limited to the orders placed by the departments or other state agencies and institutions having available funds. Participating States incur no financial obligations on behalf of political subdivisions.
e. NASPO ValuePoint is not a party to the Master Agreement. It is a nonprofit cooperative purchasing organization assisting states in administering the NASPO ValuePoint cooperative purchasing program for state government departments, institutions, agencies and political subdivisions (e.g., colleges, school districts, counties, cities, etc.) for all 50 states, the District of Columbia and the territories of the United States.
f. Participating Addenda shall not be construed to amend the terms of this Master Agreement between the Lead State and Contractor.

g. Participating Entities who are not states may under some circumstances sign their own Participating Addendum, subject to the approval of participation by the Chief Procurement Official of the state where the Participating Entity is located. Coordinate requests for such participation through NASPO ValuePoint. Any permission to participate through execution of a Participating Addendum is not a determination that procurement authority exists in the Participating Entity; they must ensure that they have the requisite procurement authority to execute a Participating Addendum.

3 Chief Information Officer means the individual designated by the Governor with Executive Branch, enterprisewide responsibility for the leadership and management of information technology resources of a state.

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h. Resale. Subject to any explicit permission in a Participating Addendum, Purchasing Entities may not resell goods, software, or Services obtained under this Master Agreement. This limitation does not prohibit: payments by employees of a Purchasing Entity as explicitly permitted under this agreement; sales of goods to the general public as surplus property; and fees associated with inventory transactions with other governmental or nonprofit entities under cooperative agreements and consistent with a Purchasing Entity’s laws and regulations. Any sale or transfer permitted by this subsection must be consistent with license rights granted for use of intellectual property.

21. Payment: Unless otherwise stipulated in the Participating Addendum, Payment is normally made within 30 days following the date of a correct invoice is received.

Purchasing Entities reserve the right to withhold payment of a portion (including all if applicable) of disputed amount of an invoice. After 45 days the Contractor may assess overdue account charges up to a maximum rate of one percent per month on the outstanding balance. Payments will be remitted by mail. Payments may be made via a State or political subdivision “Purchasing Card” with no additional charge.

22. Data Access Controls: Contractor will provide access to Purchasing Entity’s Data only to those Contractor employees, contractors and subcontractors (“Contractor Staff”) who need to access the Data to fulfill Contractor’s obligations under this Agreement.

Contractor shall not access a Purchasing Entity’s user accounts or Data, except on the course of data center operations, response to service or technical issues, as required by the express terms of this Master Agreement, or at a Purchasing Entity’s written request.

Contractor may not share a Purchasing Entity’s Data with its parent corporation, other affiliates, or any other third party without the Purchasing Entity’s express written consent.

Contractor will ensure that, prior to being granted access to the Data, Contractor Staff who perform work under this Agreement have successfully completed annual instruction of a nature sufficient to enable them to effectively comply with all Data protection provisions of this Agreement; and possess all qualifications appropriate to the nature of the employees’ duties and the sensitivity of the Data they will be handling.

23. Operations Management: Contractor shall maintain the administrative, physical, technical, and procedural infrastructure associated with the provision of the Product in a manner that is, at all times during the term of this Master Agreement, at a level equal to or more stringent than those specified in the Solicitation.

24. Public Information: This Master Agreement and all related documents are subject to disclosure pursuant to the Purchasing Entity’s public information laws.

25. Purchasing Entity Data: Purchasing Entity retains full right and title to Data provided by it and any Data derived therefrom, including metadata.

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sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction. The obligation shall extend beyond the term of this Master Agreement in perpetuity.

Contractor shall not use any information collected in connection with this Master Agreement, including Purchasing Entity Data, for any purpose other than fulfilling its obligations under this Master Agreement.

26. Records Administration and Audit.
a. The Contractor shall maintain books, records, documents, and other evidence pertaining to this Master Agreement and orders placed by Purchasing Entities under it to the extent and in such detail as shall adequately reflect performance and administration of payments and fees. Contractor shall permit the Lead State, a Participating Entity, a Purchasing Entity, the federal government (including its grant awarding entities and the U.S. Comptroller General), and any other duly authorized agent of a governmental agency, to audit, inspect, examine, copy and/or transcribe Contractor's books, documents, papers and records directly pertinent to this Master Agreement or orders placed by a Purchasing Entity under it for the purpose of making audits, examinations, excerpts, and transcriptions. This right shall survive for a period of six (6) years following termination of this Agreement or final payment for any order placed by a Purchasing Entity against this Agreement, whichever is later, to assure compliance with the terms hereof or to evaluate performance hereunder. b. Without limiting any other remedy available to any governmental entity, the Contractor shall reimburse the applicable Lead State, Participating Entity, or Purchasing Entity for any overpayments inconsistent with the terms of the Master Agreement or orders or underpayment of fees found as a result of the examination of the Contractor’s records.
c. The rights and obligations herein exist in addition to any quality assurance obligation in the Master Agreement requiring the Contractor to self-audit contract obligations and that permits the Lead State to review compliance with those obligations. d. The Contractor shall allow the Purchasing Entity to audit conformance to the Master Agreement and applicable Participating Addendum terms. The purchasing entity may perform this audit or contract with a third party at its discretion and at the purchasing entity’s expense.

27. Administrative Fees: The Contractor shall pay to NASPO ValuePoint, or its assignee, a NASPO ValuePoint Administrative Fee of one-quarter of one percent (0.25% or 0.0025) no later than 60 days following the end of each calendar quarter. The NASPO ValuePoint Administrative Fee shall be submitted quarterly and is based on sales of the Services. The NASPO ValuePoint Administrative Fee is not negotiable. This fee is to be included as part of the pricing submitted with proposal.

Additionally, some states may require an additional administrative fee be paid directly to State of Utah Bid CH16012
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the state on purchases made by Purchasing Entities within that state. For all such requests, the fee level, payment method and schedule for such reports and payments will be incorporated into the Participating Addendum that is made a part of the Master Agreement. The Contractor may adjust the Master Agreement pricing accordingly for purchases made by Purchasing Entities within the jurisdiction of the state. All such agreements shall not affect the NASPO ValuePoint Administrative Fee percentage or the prices paid by the Purchasing Entities outside the jurisdiction of the state requesting the additional fee. The NASPO ValuePoint Administrative Fee shall be based on the gross amount of all sales at the adjusted prices (if any) in Participating Addenda.

28. System Failure or Damage: In the event of system failure or damage caused by Contractor or its Services, the Contractor agrees to use its best efforts to restore or assist in restoring the system to operational capacity.

29. Title to Product: If access to the Product requires an application program interface (API), Contractor shall convey to Purchasing Entity an irrevocable and perpetual license to use the API.

30. Data Privacy: The Contractor must comply with all applicable laws related to data privacy and security, including IRS Pub 1075. Prior to entering into a SLA with a Purchasing Entity, the Contractor and Purchasing Entity must cooperate and hold a meeting to determine the Data Categorization to determine whether the Contractor will hold, store, or process High Risk Data, Moderate Risk Data and Low Risk Data. The Contractor must document the Data Categorization in the SLA or Statement of Work.

31. Warranty: At a minimum the Contractor must warrant the following:
a. Contractor has acquired any and all rights, grants, assignments, conveyances, licenses, permissions, and authorization for the Contractor to provide the Services described in this Master Agreement.
b. Contractor will perform materially as described in this Master Agreement, SLA, Statement of Work, including any performance representations contained in the Contractor’s response to the Solicitation by the Lead State. c. Contractor represents and warrants that the representations contained in its response to the Solicitation by the Lead State.
d. The Contractor will not interfere with a Purchasing Entity’s access to and use of the Services it acquires from this Master Agreement.
e. The Services provided by the Contractor are compatible with and will operate successfully with any environment (including web browser and operating system) specified by the Contractor in its response to the Solicitation by the Lead State. f. The Contractor warrants that the Products it provides under this Master Agreement State of Utah Bid CH16012
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are free of malware. The Contractor must use industry-leading technology to detect and remove worms, Trojans, rootkits, rogues, dialers, spyware, etc.

32. Transition Assistance:
a. The Contractor shall reasonably cooperate with other parties in connection with all Services to be delivered under this Master Agreement, including without limitation any successor service provider to whom a Purchasing Entity’s Data is transferred in connection with the termination or expiration of this Master Agreement. The Contractor shall assist a Purchasing Entity in exporting and extracting a Purchasing Entity’s Data, in a format usable without the use of the Services and as agreed by a Purchasing Entity, at no additional cost to the Purchasing Entity. Any transition services requested by a Purchasing Entity involving additional knowledge transfer and support may be subject to a separate transition Statement of Work.
b. A Purchasing Entity and the Contractor shall, when reasonable, create a Transition Plan Document identifying the transition services to be provided and including a Statement of Work if applicable.
c. The Contractor must maintain the confidentiality and security of a Purchasing Entity’s Data during the transition services and thereafter as required by the Purchasing Entity.

33. Waiver of Breach: Failure of the Lead State, Participating Entity, or Purchasing Entity to declare a default or enforce any rights and remedies shall not operate as a waiver under this Master Agreement or Participating Addendum. Any waiver by the Lead State, Participating Entity, or Purchasing Entity must be in writing. Waiver by the Lead State or Participating Entity of any default, right or remedy under this Master Agreement or Participating Addendum, or by Purchasing Entity with respect to any Purchase Order, or breach of any terms or requirements of this Master Agreement, a Participating Addendum, or Purchase Order shall not be construed or operate as a waiver of any subsequent default or breach of such term or requirement, or of any other term or requirement under this Master Agreement, Participating Addendum, or Purchase Order.

34. Assignment of Antitrust Rights: Contractor irrevocably assigns to a Participating Entity who is a state any claim for relief or cause of action which the Contractor now has or which may accrue to the Contractor in the future by reason of any violation of state or federal antitrust laws (15 U.S.C. § 1-15 or a Participating Entity’s state antitrust provisions), as now in effect and as may be amended from time to time, in connection with any goods or services provided to the Contractor for the purpose of carrying out the Contractor's obligations under this Master Agreement or Participating Addendum, including, at a Participating Entity's option, the right to control any such litigation on such claim for relief or cause of action.

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35. Debarment : The Contractor certifies, to the best of its knowledge, that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in this transaction (contract) by any governmental department or agency. This certification represents a recurring certification made at the time any Order is placed under this Master Agreement. If the Contractor cannot certify this statement, attach a written explanation for review by the Lead State.

36. Performance and Payment Time Frames that Exceed Contract Duration: All maintenance or other agreements for services entered into during the duration of an SLA and whose performance and payment time frames extend beyond the duration of this Master Agreement shall remain in effect for performance and payment purposes (limited to the time frame and services established per each written agreement). No new leases, maintenance or other agreements for services may be executed after the Master Agreement has expired. For the purposes of this section, renewals of maintenance, subscriptions, SaaS subscriptions and agreements, and other service agreements, shall not be considered as “new.”

37. Governing Law and Venue
a. The procurement, evaluation, and award of the Master Agreement shall be governed by and construed in accordance with the laws of the Lead State sponsoring and administering the procurement. The construction and effect of the Master Agreement after award shall be governed by the law of the state serving as Lead State (in most cases also the Lead State). The construction and effect of any Participating Addendum or Order against the Master Agreement shall be governed by and construed in accordance with the laws of the Participating Entity’s or Purchasing Entity’s State. b. Unless otherwise specified in the RFP, the venue for any protest, claim, dispute or action relating to the procurement, evaluation, and award is in the Lead State. Venue for any claim, dispute or action concerning the terms of the Master Agreement shall be in the state serving as Lead State. Venue for any claim, dispute, or action concerning any Order placed against the Master Agreement or the effect of a Participating Addendum shall be in the Purchasing Entity’s State.
c. If a claim is brought in a federal forum, then it must be brought and adjudicated solely and exclusively within the United States District Court for (in decreasing order of priority): the Lead State for claims relating to the procurement, evaluation, award, or contract performance or administration if the Lead State is a party; the Participating State if a named party; the Participating Entity state if a named party; or the Purchasing Entity state if a named party.
d. This section is also not a waiver by the Participating State of any form of immunity, including but not limited to sovereign immunity and immunity based on the Eleventh Amendment to the Constitution of the United States.

38. No Guarantee of Service Volumes: The Contractor acknowledges and agrees that the Lead State and NASPO ValuePoint makes no representation, warranty or condition State of Utah Bid CH16012
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as to the nature, timing, quality, quantity or volume of business for the Services or any other products and services that the Contractor may realize from this Master Agreement, or the compensation that may be earned by the Contractor by offering the Services. The Contractor acknowledges and agrees that it has conducted its own due diligence prior to entering into this Master Agreement as to all the foregoing matters.

39. NASPO ValuePoint eMarket Center: In July 2011, NASPO ValuePoint entered into a multi-year agreement with SciQuest, Inc. whereby SciQuest will provide certain electronic catalog hosting and management services to enable eligible NASPO ValuePoint’s customers to access a central online website to view and/or shop the goods and services available from existing NASPO ValuePoint Cooperative Contracts.

The central online website is referred to as the NASPO ValuePoint eMarket Center.

The Contractor will have visibility in the eMarket Center through Ordering Instructions.

These Ordering Instructions are available at no cost to the Contractor and provided customers information regarding the Contractors website and ordering information.

40. Contract Provisions for Orders Utilizing Federal Funds: Pursuant to Appendix II to 2 Code of Federal Regulations (CFR) Part 200, Contract Provisions for Non-Federal Entity Contracts Under Federal Awards, Orders funded with federal funds may have additional contractual requirements or certifications that must be satisfied at the time the Order is placed or upon delivery. These federal requirements may be proposed by Participating Entities in Participating Addenda and Purchasing Entities for incorporation in Orders placed under this master agreement.

41. Government Support: No support, facility space, materials, special access, personnel or other obligations on behalf of the states or other Participating Entities, other than payment, are required under the Master Agreement.

42. NASPO ValuePoint Summary and Detailed Usage Reports: In addition to other reports that may be required by this solicitation, the Contractor shall provide the following NASPO ValuePoint reports.
a. Summary Sales Data. The Contractor shall submit quarterly sales reports directly to NASPO ValuePoint using the NASPO ValuePoint Quarterly Sales/Administrative Fee Reporting Tool found at http://www.naspo.org/WNCPO/Calculator.aspx. Any/all sales made under the contract shall be reported as cumulative totals by state. Even if Contractor experiences zero sales during a calendar quarter, a report is still required.

Reports shall be due no later than 30 day following the end of the calendar quarter (as specified in the reporting tool).

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b. Detailed Sales Data. Contractor shall also report detailed sales data by: (1) state; (2) entity/customer type, e.g. local government, higher education, K12, non-profit; (3) Purchasing Entity name; (4) Purchasing Entity bill-to and ship-to locations; (4) Purchasing Entity and Contractor Purchase Order identifier/number(s); (5) Purchase Order Type (e.g. sales order, credit, return, upgrade, determined by industry practices); (6) Purchase Order date; (7) and line item description, including product number if used.

The report shall be submitted in any form required by the solicitation. Reports are due on a quarterly basis and must be received by the Lead State and NASPO ValuePoint Cooperative Development Team no later than thirty (30) days after the end of the reporting period. Reports shall be delivered to the Lead State and to the NASPO ValuePoint Cooperative Development Team electronically through a designated portal, email, CD-Rom, flash drive or other method as determined by the Lead State and NASPO ValuePoint. Detailed sales data reports shall include sales information for all sales under Participating Addenda executed under this Master Agreement. The format for the detailed sales data report is in shown in Attachment F. c. Reportable sales for the summary sales data report and detailed sales data report includes sales to employees for personal use where authorized by the solicitation and the Participating Addendum. Report data for employees should be limited to ONLY the state and entity they are participating under the authority of (state and agency, city, county, school district, etc.) and the amount of sales. No personal identification numbers, e.g. names, addresses, social security numbers or any other numerical identifier, may be submitted with any report.
d. Contractor shall provide the NASPO ValuePoint Cooperative Development Coordinator with an executive summary each quarter that includes, at a minimum, a list of states with an active Participating Addendum, states that Contractor is in negotiations with and any PA roll out or implementation activities and issues. NASPO ValuePoint Cooperative Development Coordinator and Contractor will determine the format and content of the executive summary. The executive summary is due 30 days after the conclusion of each calendar quarter.
e. Timely submission of these reports is a material requirement of the Master Agreement. The recipient of the reports shall have exclusive ownership of the media containing the reports. The Lead State and NASPO ValuePoint shall have a perpetual, irrevocable, non-exclusive, royalty free, transferable right to display, modify, copy, and otherwise use reports, data and information provided under this section. f. If requested by a Participating Entity, the Contractor must provide detailed sales data within the Participating State.

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43. Entire Agreement: This Master Agreement, along with any attachment, contains the entire understanding of the parties hereto with respect to the Master Agreement unless a term is modified in a Participating Addendum with a Participating Entity. No click-through, or other end user terms and conditions or agreements required by the Contractor (“Additional Terms”) provided with any Services hereunder shall be binding on Participating Entities or Purchasing Entities, even if use of such Services requires an affirmative “acceptance” of those Additional Terms before access is permitted.

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Exhibit 1 to the Master Agreement: Software-as-a-Service

1. Data Ownership: The Purchasing Entity will own all right, title and interest in its data that is related to the Services provided by this Master Agreement. The Contractor shall not access Purchasing Entity user accounts or Purchasing Entity data, except (1) in the course of data center operations, (2) in response to service or technical issues, (3) as required by the express terms of this Master Agreement, Participating Addendum, SLA, and/or other contract documents, or (4) at the Purchasing Entity’s written request.

Contractor shall not collect, access, or use user-specific Purchasing Entity Data except as strictly necessary to provide Service to the Purchasing Entity. No information regarding a Purchasing Entity’s use of the Service may be disclosed, provided, rented or sold to any third party for any reason unless required by law or regulation or by an order of a court of competent jurisdiction. This obligation shall survive and extend beyond the term of this Master Agreement.

2. Data Protection: Protection of personal privacy and data shall be an integral part of the business activities of the Contractor to ensure there is no inappropriate or unauthorized use of Purchasing Entity information at any time. To this end, the Contractor shall safeguard the confidentiality, integrity and availability of Purchasing Entity information and comply with the following conditions:
a. The Contractor shall implement and maintain appropriate administrative, technical and organizational security measures to safeguard against unauthorized access, disclosure or theft of Personal Data and Non-Public Data. Such security measures shall be in accordance with recognized industry practice and not less stringent than the measures the Contractor applies to its own Personal Data and Non-Public Data of similar kind. b. All data obtained by the Contractor in the performance of the Master Agreement shall become and remain the property of the Purchasing Entity. c. All Personal Data shall be encrypted at rest and in transit with controlled access. Unless otherwise stipulated, the Contractor is responsible for encryption of the Personal Data. Any stipulation of responsibilities will identify specific roles and responsibilities and shall be included in the service level agreement (SLA), or otherwise made a part of the Master Agreement. d. Unless otherwise stipulated, the Contractor shall encrypt all Non-Public Data at rest and in transit. The Purchasing Entity shall identify data it deems as Non-Public Data to the Contractor.

The level of protection and encryption for all Non-Public Data shall be identified in the SLA. e. At no time shall any data or processes — that either belong to or are intended for the use of a Purchasing Entity or its officers, agents or employees — be copied, disclosed or retained by the Contractor or any party related to the Contractor for subsequent use in any transaction that does not include the Purchasing Entity.
f. The Contractor shall not use any information collected in connection with the Services issued from this Master Agreement for any purpose other than fulfilling the Services.

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3. Data Location: The Contractor shall provide its services to the Purchasing Entity and its end users solely from data centers in the U.S. Storage of Purchasing Entity data at rest shall be located solely in data centers in the U.S. The Contractor shall not allow its personnel or contractors to store Purchasing Entity data on portable devices, including personal computers, except for devices that are used and kept only at its U.S. data centers. The Contractor shall permit its personnel and contractors to access Purchasing Entity data remotely only as required to provide technical support. The Contractor may provide technical user support on a 24/7 basis using a Follow the Sun model, unless otherwise prohibited in a Participating Addendum.

4. Security Incident or Data Breach Notification:
a. Incident Response: Contractor may need to communicate with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the contract.

Discussing security incidents with the Purchasing Entity should be handled on an urgent asneeded basis, as part of Contractor’s communication and mitigation processes as mutually agreed upon, defined by law or contained in the Master Agreement. b. Security Incident Reporting Requirements: The Contractor shall report a security incident to the Purchasing Entity identified contact immediately as soon as possible or promptly without out reasonable delay, or as defined in the SLA.
c. Breach Reporting Requirements: If the Contractor has actual knowledge of a confirmed data breach that affects the security of any purchasing entity’s content that is subject to applicable data breach notification law, the Contractor shall (1) as soon as possible or promptly without out reasonable delay notify the Purchasing Entity, unless shorter time is required by applicable law, and (2) take commercially reasonable measures to address the data breach in a timely manner.

5. Personal Data Breach Responsibilities: This section only applies when a Data Breach occurs with respect to Personal Data within the possession or control of the Contractor. a. The Contractor, unless stipulated otherwise, shall immediately notify the appropriate Purchasing Entity identified contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. b. The Contractor, unless stipulated otherwise, shall promptly notify the appropriate Purchasing Entity identified contact within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it has confirmed that there is, or reasonably believes that there has been a Data Breach. The Contractor shall (1) cooperate with the Purchasing Entity as reasonably requested by the Purchasing Entity to investigate and resolve the Data Breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the Data Breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary.

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c. Unless otherwise stipulated, if a data breach is a direct result of Contractor’s breach of its contractual obligation to encrypt personal data or otherwise prevent its release as reasonably determined by the Purchasing Entity, the Contractor shall bear the costs associated with (1) the investigation and resolution of the data breach; (2) notifications to individuals, regulators or others required by federal and state laws or as otherwise agreed to; (3) a credit monitoring service required by state (or federal) law or as otherwise agreed to; (4) a website or a toll-free number and call center for affected individuals required by federal and state laws — all not to exceed the average per record per person cost calculated for data breaches in the United States (currently $217 per record/person) in the most recent Cost of Data Breach Study: Global Analysis published by the Ponemon Institute at the time of the data breach; and (5) complete all corrective actions as reasonably determined by Contractor based on root cause.

6. Notification of Legal Requests: The Contractor shall contact the Purchasing Entity upon receipt of any electronic discovery, litigation holds, discovery searches and expert testimonies related to the Purchasing Entity’s data under the Master Agreement, or which in any way might reasonably require access to the data of the Purchasing Entity. The Contractor shall not respond to subpoenas, service of process and other legal requests related to the Purchasing Entity without first notifying and obtaining the approval of the Purchasing Entity, unless prohibited by law from providing such notice.

7. Termination and Suspension of Service:
a. In the event of a termination of the Master Agreement or applicable Participating Addendum, the Contractor shall implement an orderly return of purchasing entity’s data in a CSV or another mutually agreeable format at a time agreed to by the parties or allow the Purchasing Entity to extract it’s data and the subsequent secure disposal of purchasing entity’s data. b. During any period of service suspension, the Contractor shall not take any action to intentionally erase or otherwise dispose of any of the Purchasing Entity’s data. c. In the event of termination of any services or agreement in entirety, the Contractor shall not take any action to intentionally erase purchasing entity’s data for a period of:
• 10 days after the effective date of termination, if the termination is in accordance with the contract period
• 30 days after the effective date of termination, if the termination is for convenience • 60 days after the effective date of termination, if the termination is for cause After such period, the Contractor shall have no obligation to maintain or provide any purchasing entity’s data and shall thereafter, unless legally prohibited, delete all purchasing entity’s data in its systems or otherwise in its possession or under its control.

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d. The purchasing entity shall be entitled to any post termination assistance generally made available with respect to the services, unless a unique data retrieval arrangement has been established as part of an SLA.
e. Upon termination of the Services or the Agreement in its entirety, Contractor shall securely dispose of all Purchasing Entity’s data in all of its forms, such as disk, CD/ DVD, backup tape and paper, unless stipulated otherwise by the Purchasing Entity. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)-approved methods. Certificates of destruction shall be provided to the Purchasing Entity.

8. Background Checks: Upon the request of the Purchasing Entity, the Contractor shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the Master Agreement who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The Contractor shall promote and maintain an awareness of the importance of securing the Purchasing Entity’s information among the Contractor’s employees and agents. If any of the stated personnel providing services under a Participating Addendum is not acceptable to the Purchasing Entity in its sole opinion as a result of the background or criminal history investigation, the Purchasing Entity, in its’ sole option shall have the right to either (1) request immediate replacement of the person, or (2) immediately terminate the Participating Addendum and any related service agreement.

9. Access to Security Logs and Reports: The Contractor shall provide reports on a schedule specified in the SLA to the Purchasing Entity in a format as specified in the SLA agreed to by both the Contractor and the Purchasing Entity. Reports shall include latency statistics, user access, user access IP address, user access history and security logs for all public jurisdiction files related to this Master Agreement and applicable Participating Addendum.

10. Contract Audit: The Contractor shall allow the Purchasing Entity to audit conformance to the Master Agreement terms. The Purchasing Entity may perform this audit or contract with a third party at its discretion and at the Purchasing Entity’s expense.

11. Data Center Audit: The Contractor shall perform an independent audit of its data centers at least annually at its expense, and provide an unredacted version of the audit report upon request to a Purchasing Entity. The Contractor may remove its proprietary information from the unredacted version.

A Service Organization Control (SOC) 2 audit report or approved equivalent sets the minimum level of a third-party audit.

12. Change Control and Advance Notice: The Contractor shall give a minimum forty eight (48) hour advance notice (or as determined by a Purchasing Entity and included in the SLA) to the Purchasing Entity of any upgrades (e.g., major upgrades, minor upgrades, system changes) that may impact service availability and performance. A major upgrade is a replacement of hardware, software or firmware with a newer or better version in order to bring the system up to date or to improve its characteristics. It usually includes a new version number.

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Contractor will make updates and upgrades available to Purchasing Entity at no additional costs when Contractor makes such updates and upgrades generally available to its users.

No update, upgrade or other charge to the Service may decrease the Service’s functionality, adversely affect Purchasing Entity’s use of or access to the Service, or increase the cost of the Service to the Purchasing Entity.

Contractor will notify the Purchasing Entity at least sixty (60) days in advance prior to any major update or upgrade.

13. Security: As requested by a Purchasing Entity, the Contractor shall disclose its non-proprietary system security plans (SSP) or security processes and technical limitations to the Purchasing Entity such that adequate protection and flexibility can be attained between the Purchasing Entity and the Contractor. For example: virus checking and port sniffing — the Purchasing Entity and the Contractor shall understand each other’s roles and responsibilities.

14. Non-disclosure and Separation of Duties: The Contractor shall enforce separation of job duties, require commercially reasonable non-disclosure agreements, and limit staff knowledge of Purchasing Entity data to that which is absolutely necessary to perform job duties.

15. Import and Export of Data: The Purchasing Entity shall have the ability to import or export data in piecemeal or in entirety at its discretion without interference from the Contractor at any time during the term of Contractor’s contract with the Purchasing Entity. This includes the ability for the Purchasing Entity to import or export data to/from other Contractors. Contractor shall specify if Purchasing Entity is required to provide its’ own tools for this purpose, including the optional purchase of Contractors tools if Contractors applications are not able to provide this functionality directly.

16. Responsibilities and Uptime Guarantee: The Contractor shall be responsible for the acquisition and operation of all hardware, software and network support related to the services being provided. The technical and professional activities required for establishing, managing and maintaining the environments are the responsibilities of the Contractor. The system shall be available 24/7/365 (with agreed-upon maintenance downtime), and provide service to customers as defined in the SLA.

17. Subcontractor Disclosure: Contractor shall identify all of its strategic business partners related to services provided under this Master Agreement, including but not limited to all subcontractors or other entities or individuals who may be a party to a joint venture or similar agreement with the Contractor, and who shall be involved in any application development and/or operations.

18. Right to Remove Individuals: The Purchasing Entity shall have the right at any time to require that the Contractor remove from interaction with Purchasing Entity any Contractor representative who the Purchasing Entity believes is detrimental to its working relationship with the Contractor. The Purchasing Entity shall provide the Contractor with notice of its determination, and the reasons it requests the removal. If the Purchasing Entity signifies that a potential security violation exists with respect to the request, the Contractor shall immediately remove such individual. The Contractor shall not assign the State of Utah Bid CH16012
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person to any aspect of the Master Agreement or future work orders without the Purchasing Entity’s consent.

19. Business Continuity and Disaster Recovery: The Contractor shall provide a business continuity and disaster recovery plan upon request and ensure that the Purchasing Entity’s recovery time objective (RTO) of XXX hours/days is met. (XXX hour/days shall be provided to Contractor by the Purchasing Entity.) Contractor must work with the Purchasing Entity to perform an annual Disaster Recovery test and take action to correct any issues detected during the test in a time frame mutually agreed between the Contractor and the Purchasing Entity.

20. Compliance with Accessibility Standards: The Contractor shall comply with and adhere to Accessibility Standards of Section 508 Amendment to the Rehabilitation Act of 1973, or any other state laws or administrative regulations identified by the Participating Entity.

21. Web Services: The Contractor shall use Web services exclusively to interface with the Purchasing Entity’s data in near real time.

22. Encryption of Data at Rest: The Contractor shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all Personal Data, unless the Purchasing Entity approves in writing for the storage of Personal Data on a Contractor portable device in order to accomplish work as defined in the statement of work.

23. Subscription Terms: Contractor grants to a Purchasing Entity a license to: (i) access and use the Service for its business purposes; (ii) for SaaS, use underlying software as embodied or used in the Service; and (iii) view, copy, upload and download (where applicable), and use Contractor’s documentation.

No Contractor terms, including standard click through license or website terms or use of privacy policy, shall apply to Purchasing Entities unless such terms are included in this Master Agreement.

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Exhibit 2 to the Master Agreement: Platform-as-a-Service

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4. Security Incident or Data Breach Notification: The Contractor shall inform the Purchasing Entity of any security incident or data breach within the possession and control of the Contractor and related to the service provided under the Master Agreement, Participating Addendum, or SLA. Such notice shall include, to the best of Contractor’s knowledge at that time, the persons affected, their identities, and the Confidential Information and Data disclosed, or shall include if this information is unknown. a. Incident Response: The Contractor may need to communicate with outside parties regarding a security incident, which may include contacting law enforcement, fielding media inquiries and seeking external expertise as mutually agreed upon, defined by law or contained in the Master Agreement, Participating Addendum, or SLA. Discussing security incidents with the Purchasing Entity should be handled on an urgent as-needed basis, as part of Contractor’s communication and mitigation processes as mutually agreed, defined by law or contained in the Master Agreement, Participating Addendum, or SLA.
b. Security Incident Reporting Requirements: Unless otherwise stipulated, the Contractor shall immediately report a security incident related to its service under the Master Agreement, Participating Addendum, or SLA to the appropriate Purchasing Entity. c. Breach Reporting Requirements: If the Contractor has actual knowledge of a confirmed data breach that affects the security of any Purchasing Entity data that is subject to applicable data breach notification law, the Contractor shall (1) promptly notify the appropriate Purchasing Entity within 24 hours or sooner, unless shorter time is required by applicable law, and (2) take commercially reasonable measures to address the data breach in a timely manner

5. Breach Responsibilities: This section only applies when a Data Breach occurs with respect to Personal Data within the possession or control of the Contractor. a. The Contractor, unless stipulated otherwise, shall immediately notify the appropriate Purchasing Entity identified contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. b. The Contractor, unless stipulated otherwise, shall promptly notify the appropriate Purchasing Entity identified contact within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it has confirmed that there is, or reasonably believes that there has been a data breach. The Contractor shall (1) cooperate with the Purchasing Entity as reasonably State of Utah Bid CH16012
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requested by the Purchasing Entity to investigate and resolve the data breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the data breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary. c. Unless otherwise stipulated, if a Data Breach is a direct result of Contractor’s breach of its contractual obligation to encrypt Personal Data or otherwise prevent its release, the Contractor shall bear the costs associated with (1) the investigation and resolution of the data breach; (2) notifications to individuals, regulators or others required by federal and state laws or as otherwise agreed to; (3) a credit monitoring service required by state (or federal) law or as otherwise agreed to; (4) a website or a toll-free number and call center for affected individuals required by federal and state laws — all not to exceed the average per record per person cost calculated for data breaches in the United States (currently $217 per record/person) in the most recent Cost of Data Breach Study: Global Analysis published by the Ponemon Institute at the time of the data breach; and (5) complete all corrective actions as reasonably determined by Contractor based on root cause.

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d. The Purchasing Entity shall be entitled to any post termination assistance generally made available with respect to the services, unless a unique data retrieval arrangement has been established as part of an SLA.
e. Upon termination of the Services or the Agreement in its entirety, Contractor shall securely dispose of all Purchasing Entity’s data in all of its forms, such as disk, CD/ DVD, backup tape and paper, unless stipulated otherwise by the Purchasing Entity. Data shall be permanently deleted and shall not be recoverable, according to National Institute of Standards and Technology (NIST)-approved methods. Certificates of destruction shall be provided to the Purchasing Entity.

8. Background Checks:
a. Upon the request of the Purchasing Entity, the Contractor shall conduct criminal background checks and not utilize any staff, including subcontractors, to fulfill the obligations of the Master Agreement who have been convicted of any crime of dishonesty, including but not limited to criminal fraud, or otherwise convicted of any felony or misdemeanor offense for which incarceration for up to 1 year is an authorized penalty. The Contractor shall promote and maintain an awareness of the importance of securing the Purchasing Entity’s information among the Contractor’s employees and agents.
b. The Contractor and the Purchasing Entity recognize that security responsibilities are shared.

The Contractor is responsible for providing a secure infrastructure. The Purchasing Entity is responsible for its secure guest operating system, firewalls and other logs captured within the guest operating system. Specific shared responsibilities are identified within the SLA. c. If any of the stated personnel providing services under a Participating Addendum is not acceptable to the Purchasing Entity in its sole opinion as a result of the background or criminal history investigation, the Purchasing Entity, in its’ sole option shall have the right to either (1) request immediate replacement of the person, or (2) immediately terminate the Participating Addendum and any related service agreement.

9. Access to Security Logs and Reports:
a. The Contractor shall provide reports on a schedule specified in the SLA to the Purchasing Entity in a format as specified in the SLA and agreed to by both the Contractor and the Purchasing Entity. Reports will include latency statistics, user access, user access IP address, user access history and security logs for all Purchasing Entity files related to the Master Agreement, Participating Addendum, or SLA.
b. The Contractor and the Purchasing Entity recognize that security responsibilities are shared.

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A Service Organization Control (SOC) 2 audit report or approved equivalent sets the minimum level of a third-party audit.

Contractor will make updates and upgrades available to Purchasing Entity at no additional costs when Contractor makes such updates and upgrades generally available to its users.

Contractor will notify the Purchasing Entity at least sixty (60) days in advance prior to any major update or upgrade.

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18. Business Continuity and Disaster Recovery: The Contractor shall provide a business continuity and disaster recovery plan upon request and ensure that the Purchasing Entity’s recovery time objective (RTO) of XXX hours/days is met. (XXX hour/days shall be provided to Contractor by the Purchasing Entity.) Contractor must work with the Purchasing Entity to perform an annual Disaster Recovery test and take action to correct any issues detected during the test in a time frame mutually agreed between the Contractor and the Purchasing Entity.

19. Compliance with Accessibility Standards: The Contractor shall comply with and adhere to Accessibility Standards of Section 508 Amendment to the Rehabilitation Act of 1973 or any other state laws or administrative regulations identified by the Participating Entity..

20. Web Services: The Contractor shall use Web services exclusively to interface with the Purchasing Entity’s data in near real time.

21. Encryption of Data at Rest: The Contractor shall ensure hard drive encryption consistent with validated cryptography standards as referenced in FIPS 140-2, Security Requirements for Cryptographic Modules for all Personal Data as identified in the SLA, unless the Contractor presents a justifiable position that is approved by the Purchasing Entity that Personal Data, is required to be stored on a Contractor portable device in order to accomplish work as defined in the scope of work.

22. Subscription Terms: Contractor grants to a Purchasing Entity a license to: (i) access and use the Service for its business purposes; (ii) for PaaS, use underlying software as embodied or used in the Service; and (iii) view, copy, upload and download (where applicable), and use Contractor’s documentation.

No Contractor terms, including standard click through license or website terms or use of privacy policy, shall apply to Purchasing Entities unless such terms are included in this Master Agreement.

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Exhibit 3 to the Master Agreement: Infrastructure-as-a-Service

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4. Security Incident or Data Breach Notification: The Contractor shall inform the Purchasing Entity of any security incident or data breach related to Purchasing Entity’s Data within the possession or control of the Contractor and related to the service provided under the Master Agreement, Participating Addendum, or SLA. Such notice shall include, to the best of Contractor’s knowledge at that time, the persons affected, their identities, and the Confidential Information and Data disclosed, or shall include if this information is unknown.
a. Security Incident Reporting Requirements: The Contractor shall report a security incident to the Purchasing Entity identified contact immediately as soon as possible or promptly without out reasonable delay, or as defined in the SLA.
b. Breach Reporting Requirements: If the Contractor has actual knowledge of a confirmed data breach that affects the security of any purchasing entity’s content that is subject to applicable data breach notification law, the Contractor shall (1) as soon as possible or promptly without out reasonable delay notify the Purchasing Entity, unless shorter time is required by applicable law, and (2) take commercially reasonable measures to address the data breach in a timely manner.

5. Breach Responsibilities: This section only applies when a Data Breach occurs with respect to Personal Data within the possession or control of the Contractor and related to the service provided under the Master Agreement, Participating Addendum, or SLA.
a. The Contractor, unless stipulated otherwise, shall immediately notify the appropriate Purchasing Entity identified contact by telephone in accordance with the agreed upon security plan or security procedures if it reasonably believes there has been a security incident. b. The Contractor, unless stipulated otherwise, shall promptly notify the appropriate Purchasing Entity identified contact within 24 hours or sooner by telephone, unless shorter time is required by applicable law, if it has confirmed that there is, or reasonably believes that there has been a data breach. The Contractor shall (1) cooperate with the Purchasing Entity as reasonably requested by the Purchasing Entity to investigate and resolve the Data Breach, (2) promptly implement necessary remedial measures, if necessary, and (3) document responsive actions taken related to the Data Breach, including any post-incident review of events and actions taken to make changes in business practices in providing the services, if necessary.

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c. Unless otherwise stipulated, if a Data Breach is a direct result of Contractor’s breach of its contractual obligation to encrypt Personal Data or otherwise prevent its release, the Contractor shall bear the costs associated with (1) the investigation and resolution of the data breach; (2) notifications to individuals, regulators or others required by federal and state laws or as otherwise agreed to; (3) a credit monitoring service required by state (or federal) law or as otherwise agreed to; (4) a website or a toll-free number and call center for affected individuals required by federal and state laws — all not to exceed the average per record per person cost calculated for data breaches in the United States (currently $217 per record/person) in the most recent Cost of Data Breach Study: Global Analysis published by the Ponemon Institute at the time of the data breach; and (5) complete all corrective actions as reasonably determined by Contractor based on root cause.

7. Termination and Suspension of Service:
a. In the event of an early termination of the Master Agreement, Participating or SLA, Contractor shall allow for the Purchasing Entity to retrieve its digital content and provide for the subsequent secure disposal of the Purchasing Entity’s digital content. b. During any period of service suspension, the Contractor shall not take any action to intentionally erase or otherwise dispose of any of the Purchasing Entity’s data. c. In the event of early termination of any Services or agreement in entirety, the Contractor shall not take any action to intentionally erase any Purchasing Entity’s data for a period of 1) 45 days after the effective date of termination, if the termination is for convenience; or 2) 60 days after the effective date of termination, if the termination is for cause. After such day period, the Contractor shall have no obligation to maintain or provide any Purchasing Entity data and shall thereafter, unless legally prohibited, delete all Purchasing Entity data in its systems or otherwise in its possession or under its control. In the event of either termination for cause, the Contractor will impose no fees for access and retrieval of digital content to the Purchasing Entity. d. The Purchasing Entity shall be entitled to any post termination assistance generally made available with respect to the services, unless a unique data retrieval arrangement has been established as part of an SLA.
e. Upon termination of the Services or the Agreement in its entirety, Contractor shall securely dispose of all Purchasing Entity’s data in all of its forms, such as disk, CD/ DVD, backup tape and paper, unless stipulated otherwise by the Purchasing Entity. Data shall be permanently deleted State of Utah Bid CH16012
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and shall not be recoverable, according to National Institute of Standards and Technology (NIST)-approved methods. Certificates of destruction shall be provided to the Purchasing Entity.

9. Access to Security Logs and Reports:
a. The Contractor shall provide reports on a schedule specified in the SLA to the Contractor directly related to the infrastructure that the Contractor controls upon which the Purchasing Entity’s account resides. Unless otherwise agreed to in the SLA, the Contractor shall provide the public jurisdiction a history or all API calls for the Purchasing Entity account that includes the identity of the API caller, the time of the API call, the source IP address of the API caller, the request parameters and the response elements returned by the Contractor. The report will be sufficient to enable the Purchasing Entity to perform security analysis, resource change tracking and compliance auditing
b. The Contractor and the Purchasing Entity recognize that security responsibilities are shared.

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11. Data Center Audit: The Contractor shall perform an independent audit of its data centers at least annually and at its own expense, and provide an unredacted version of the audit report upon request.

The Contractor may remove its proprietary information from the unredacted version. For example, a Service Organization Control (SOC) 2 audit report would be sufficient.

Contractor will make updates and upgrades available to Purchasing Entity at no additional costs when Contractor makes such updates and upgrades generally available to its users.

Contractor will notify the Purchasing Entity at least sixty (60) days in advance prior to any major update or upgrade.

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19. Subscription Terms: Contractor grants to a Purchasing Entity a license to: (i) access and use the Service for its business purposes; (ii) for IaaS, use underlying software as embodied or used in the Service; and (iii) view, copy, upload and download (where applicable), and use Contractor’s documentation.

No Contractor terms, including standard click through license or website terms or use of privacy policy, shall apply to Purchasing Entities unless such terms are included in this Master Agreement.

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Attachment B: Cloud Security Alliance Questionnaires
Cloud providers can submit two different types of reports to indicate their compliance with CSA best practices:
 The Consensus Assessments Initiative Questionnaire (CAIQ), which provides industry-accepted ways to document what security controls exist in IaaS, PaaS and SaaS offerings. The questionnaire (CAIQ) provides a set of over 140 questions a cloud consumer and cloud auditor may wish to ask of a cloud provider. Providers may opt to submit a completed Consensus Assessments Initiative Questionnaire.
 The Cloud Controls Matrix (CCM), which provides a controls framework that gives detailed understanding of security concepts and principles that are aligned to the Cloud Security Alliance guidance in 13 domains. As a framework, the CSA CCM provides organizations with the needed structure, detail and clarity relating to information security tailored to the cloud industry.

Providers may choose to submit a report documenting compliance with Cloud Controls Matrix.

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AICPA
TSC 2009
AICPA
Trust Service Criteria (SOC 2SM Report)
AICPA
TSC
2014
BITS Shared
Assessments
AUP v5.0
BITS Shared
Assessments
SIG v6.0
BSI
Germany Canada PIPEDA CCM V1.X COBIT 4.1 COBIT 5.0 COPPA CSA
Guidance
V3.0

ENISA IAF
95/46/EC - European
Union Data Protection
Directive
FedRAMP Security
Controls
(Final Release, Jan
2012)
--LOW IMPACT LEVEL--
FedRAMP Security Controls
(Final Release, Jan 2012)
--MODERATE IMPACT LEVEL--
FERPA
GAPP
(Aug
2009)

HIPAA/HITECH
(Omnibus
Rule)

ISO/IEC
27001:2005

ISO/IEC
27001:2013 ITAR Jericho Forum
Mexico - Federal Law on
Protection of Personal
Data Held by Private
Parties
NERC
CIP NIST SP800-53 R3 NIST SP800-53 R4 Appendix J NZISM PCI DSS v2.0 PCI DSS v3.0 Yes No Not
Applicable
Domain >
Container >
Capability
Public Private PA ID PA level
AIS-01.1 Do you use industry standards (Build Security in Maturity Model [BSIMM] benchmarks, Open Group ACS Trusted Technology
Provider Framework, NIST, etc.) to build in security for your Systems/Software Development Lifecycle (SDLC)?
AIS-01.2 Do you use an automated source code analysis tool to detect security defects in code prior to production?
AIS-01.3 Do you use manual source-code analysis to detect security defects in code prior to production?
AIS-01.4 Do you verify that all of your software suppliers adhere to industry standards for Systems/Software Development Lifecycle (SDLC) security?
AIS-01.5 (SaaS only) Do you review your applications for security vulnerabilities and address any issues prior to deployment to production?
AIS-02.1 Are all identified security, contractual and regulatory requirements for customer access contractually addressed and remediated prior to granting customers access to data, assets and information systems? AIS- 02.2 Are all requirements and trust levels for customers’ access defined and documented?
Application & Interface
Security
Data Integrity
AIS-03 AIS-03.1 Data input and output integrity routines (i.e., reconciliation and edit checks) shall be implemented for application interfaces and databases to prevent manual or systematic processing errors, corruption of data, or misuse.

Are data input and output integrity routines (i.e., reconciliation and edit checks) implemented for application interfaces and databases to prevent manual or systematic processing errors or corruption of data?
S3.4 (I3.2.0) The procedures related to completeness,
accuracy, timeliness, and authorization of inputs
are consistent with the documented system
processing integrity policies.
(I3.3.0) The procedures related to completeness,
accuracy, timeliness, and authorization of system
processing, including error correction and database
management, are consistent with documented
system processing integrity policies.
(I3.4.0) The procedures related to completeness,
accuracy, timeliness, and authorization of outputs
are consistent with the documented system
processing integrity policies.
(I3.5.0) There are procedures to enable tracing of
information inputs from their source to their final
disposition and vice versa.

PI1.2
PI1.3
PI1.5
I.4 G.16.3, I.3 Schedule 1
(Section 5), 4.7 -
Safeguards,
Subsec. 4.7.3
SA-05 DSS06.02
DSS06.04
312.8 and 312.10 Application
Services >
Programming
Interfaces > Input
Validation
shared x Domain 10 NIST SP 800-53 R3 SI-2
NIST SP 800-53 R3 SI-3
NIST SP 800-53 R3 SI-2
NIST SP 800-53 R3 SI-2 (2)
NIST SP 800-53 R3 SI-3
NIST SP 800-53 R3 SI-3 (1)
NIST SP 800-53 R3 SI-3 (2)
NIST SP 800-53 R3 SI-3 (3)
NIST SP 800-53 R3 SI-4
NIST SP 800-53 R3 SI-4 (2)
NIST SP 800-53 R3 SI-4 (4)
NIST SP 800-53 R3 SI-4 (5)
NIST SP 800-53 R3 SI-4 (6)
NIST SP 800-53 R3 SI-6
NIST SP 800-53 R3 SI-7
NIST SP 800-53 R3 SI-7 (1)
NIST SP 800-53 R3 SI-9
NIST SP 800-53 R3 SI-10
NIST SP 800-53 R3 SI-11

1.2.6 45 CFR 164.312
(c)(1) (New)
45 CFR 164.312
(c)(2)(New)
45 CFR
164.312(e)(2)(i)(
New)
A.10.9.2
A.10.9.3
A.12.2.1
A.12.2.2
A.12.2.3
A.12.2.4
A.12.6.1
A.15.2.1
A13.2.1,
A13.2.2,
A9.1.1,
A9.4.1,
A10.1.1
A18.1.4
Commandment #1
Commandment #9
Commandment
#11
CIP-003-3 -
R4.2
SI-10
SI-11
SI-2
SI-3
SI-4
SI-6
SI-7
SI-9
AR-7 The organization
designs information
systems to support
privacy by automating
privacy controls.

14.5 14.6
PA25 GP PCI DSS v2.0

6.3.1 PCI DSS v2.0

6.3.2 6.3.1

6.3.2 Application & Interface
Security
Data Security / Integrity
AIS-04 AIS-04.1 Policies and procedures shall be established and maintained in support of data security to include (confidentiality, integrity and availability) across multiple system interfaces, jurisdictions and business functions to prevent improper disclosure, alternation, or destruction.

Is your Data Security Architecture designed using an industry standard (e.g., CDSA, MULITSAFE, CSA Trusted Cloud Architectural Standard, FedRAMP, CAESARS)?
(S3.4) Procedures exist to protect against
unauthorized access to system resources.

CC5.6 B.1 G.8.2.0.2,
G.8.2.0.3,
G.12.1, G.12.4,
G.12.9,
G.12.10,
G.16.2,
G.19.2.1,
G.19.3.2,
G.9.4, G.17.2,
G.17.3, G.17.4,
G.20.1
6 (B)
26 (A+)
Schedule 1
(Section 5), 4.7 -
Safeguards,
Subsec. 4.7.3
SA-03 COBIT 4.1 DS5.11 APO09.01
APO09.02
APO09.03
APO13.01
DSS05.02
DSS06.06
MEA03.01
MEA03.02
312.8 and 312.10 BOSS > Data
Governance >
Rules for
Information
Leakage
Prevention
shared x Domain 10 6.02. (b)

6.04.03. (a)
Article 17 (1), (2),(3), (4) NIST SP 800-53 R3 AC-1
NIST SP 800-53 R3 SC-1
NIST SP 800-53 R3 SC-13
NIST SP 800-53 R3 AC-1
NIST SP 800-53 R3 AC-4
NIST SP 800-53 R3 SC-1
NIST SP 800-53 R3 SC-8

1.1.0 1.2.2

1.2.6 4.2.3

5.2.1 7.1.2

7.2.1 7.2.2

7.2.3 7.2.4

8.2.1 8.2.2

8.2.3 8.2.5

9.2.1 A.10.8.1
A.10.8.2
A.11.1.1
A.11.6.1
A.11.4.6
A.12.3.1
A.12.5.4
A.15.1.4
A13.2.1,
A13.2.2,
A9.1.1,
A9.4.1,
A10.1.1
A18.1.4
All AC-1
AC-4
SC-1
SC-16
AR-7 The organization
designs information
systems to support
privacy by automating
privacy controls.

16.5 16.8

17.4 PA20
PA25
PA29
GP
P
SGP
PCI DSS v2.0

2.3 PCI DSS v2.0

3.4.1,
PCI DSS v2.0

4.1 PCI DSS v2.0

4.1.1 PCI DSS v2.0

6.1 PCI DSS v2.0

6.3.2a
PCI DSS v2.0

6.5c
PCI DSS v2.0

8.3 PCI DSS v2.0

10.5.5 PCI DSS v2.0

11.5 2.3

3.4.1 4.1

4.1.1 6.1

6.3.2a

6.5c, 7.1, 7.2, 7.3,

8.1, 8.2, 8.3, 8.4,

8.5, 8.6, 8.7, 8.8

10.5.5, 10.8

11.5, 11.6
Audit Assurance &
Compliance
Audit Planning
AAC01AAC-01.1 Audit plans shall be developed and maintained to address business process disruptions. Auditing plans shall focus on reviewing the effectiveness of the implementation of security operations. All audit activities must be agreed upon prior to executing any audits.

Do you produce audit assertions using a structured, industry accepted format (e.g., CloudAudit/A6 URI Ontology, CloudTrust, SCAP/CYBEX, GRC XML, ISACA's Cloud Computing Management Audit/Assurance Program, etc.)?
S4.1.0
S4.2.0
(S4.1.0) The entity’s system security is periodically
reviewed and compared with the defined system
security policies.
(S4.2.0) There is a process to identify and address
potential impairments to the entity’s ongoing
ability to achieve its objectives in accordance with
its defined system security policies.

CC4.1 L.1, L.2, L.7,
L.9, L.11
58 (B) CO-01 COBIT 4.1 ME

2.1, ME 2.2 PO

9.5 PO 9.6
APO12.04
APO12.05
APO12.06
MEA02.01
MEA02.02
Title 16 Part 312 BOSS >
Compliance >
Audit Planning
shared x Domain 2,
4 6.01. (d) NIST SP 800-53 R3 CA-2
NIST SP 800-53 R3 CA-2
(1)
NIST SP 800-53 R3 CA-7
NIST SP 800-53 R3 CA-2
NIST SP 800-53 R3 CA-2 (1)
NIST SP 800-53 R3 CA-7
NIST SP 800-53 R3 CA-7 (2)
NIST SP 800-53 R3 PL-6

10.2.5 45 CFR
164.312(b)
Clause 4.2.3 e)
Clause 4.2.3b
Clause 5.1 g
Clause 6
A.15.3.1
Clauses

4.3(a),

4.3(b),

5.1(e),

5.1(f),

6.2(e),

9.1,

9.1(e),

9.2,

9.3(f),
Commandment #1
Commandment #2
Commandment #3
CA-2
CA-7
PL-6
AR-4 Privacy Auditing and
Monitoring. To promote
accountability,
organizations identify and
address gaps in privacy
compliance,
management,
operational, and technical
controls by conducting
regular assessments

5.1, 5.3, 5.4 PA15 SGP PCI DSS v2.0

2.1.2.b
AAC-02.1 Do you allow tenants to view your SOC2/ISO 27001 or similar thirdparty audit or certification reports? AAC-02.2 Do you conduct network penetration tests of your cloud service infrastructure regularly as prescribed by industry best practices and guidance?
AAC-02.3 Do you conduct application penetration tests of your cloud infrastructure regularly as prescribed by industry best practices and guidance?
AAC-02.4 Do you conduct internal audits regularly as prescribed by industry best practices and guidance?
AAC-02.5 Do you conduct external audits regularly as prescribed by industry best practices and guidance?
AAC-02.6 Are the results of the penetration tests available to tenants at their request?
AAC-02.7 Are the results of internal and external audits available to tenants at their request?
AAC-02.8 Do you have an internal audit program that allows for crossfunctional audit of assessments? AAC-03.1 Do you have the ability to logically segment or encrypt customer data such that data may be produced for a single tenant only, without inadvertently accessing another tenant's data?
AAC-03.2 Do you have capability to recover data for a specific customer in the case of a failure or data loss?
AAC-03.3 Do you have the capability to restrict the storage of customer data to specific countries or geographic locations?
AAC-03.4 Do you have a program in place that includes the ability to monitor changes to the regulatory requirements in relevant jurisdictions, adjust your security program for changes to legal requirements, and ensure compliance with relevant regulatory requirements? BCR-01.1 Do you provide tenants with geographically resilient hosting options? BCR-01.2 Do you provide tenants with infrastructure service failover capability to other providers?
Business Continuity
Management &
Operational Resilience
Business Continuity
Testing
BCR-02 BCR-02.1 Business continuity and security incident response plans shall be subject to testing at planned intervals or upon significant organizational or environmental changes. Incident response plans shall involve impacted customers (tenant) and other business relationships that represent critical intra-supply chain business process dependencies.

Are business continuity plans subject to test at planned intervals or upon significant organizational or environmental changes to ensure continuing effectiveness?
A3.3 (A3.3) Procedures exist to provide for backup,
offsite storage, restoration, and disaster recovery
consistent with the entity’s defined system
availability and related security policies.

A1.2 K.1.3, K.1.4.3,
K.1.4.6,
K.1.4.7,
K.1.4.8,
K.1.4.9,
K.1.4.10,
K.1.4.11,
K.1.4.12
52 (B)
55 (A+)
RS-04 DSS04.04 BOSS >
Operational Risk
Management >
Business
Continuity
provider x Domain 7,
8 6.07.01. (b)

6.07.01. (j)

6.07.01. (l)
NIST SP800-53 R3 CP-2
NIST SP800-53 R3 CP-3
NIST SP800-53 R3 CP-4
NIST SP800-53 R3 CP-2
NIST SP800-53 R3 CP-2 (1)
NIST SP800-53 R3 CP-2 (2)
NIST SP800-53 R3 CP-3
NIST SP800-53 R3 CP-4
NIST SP800-53 R3 CP-4 (1)
45 CFR 164.308
(a)(7)(ii)(D)
A.14.1.5 A17.3.1 Commandment #1
Commandment #2
Commandment #3
CP-2
CP-3
CP-4

4.4 5.2(time limit)

6.3(whenever change
occurs)
PA15 SGP PCI DSS v2.0

12.9.2 12.9.2, 12.10.2
BCR-03.1 Do you provide tenants with documentation showing the transport route of their data between your systems?
BCR-03.2 Can tenants define how their data is transported and through which legal jurisdictions?
Business Continuity
Management &
Operational Resilience
Documentation
BCR-04 BCR-04.1 Information system documentation (e.g., administrator and user guides, and architecture diagrams) shall be made available to authorized personnel to ensure the following:
• Configuring, installing, and operating the information system • Effectively using the system’s security features
Are information system documents (e.g., administrator and user guides, architecture diagrams, etc.) made available to authorized personnel to ensure configuration, installation and operation of the information system?
S3.11.0
A.2.1.0
(S3.11.0) Procedures exist to provide that
personnel responsible for the design,
development, implementation, and operation of
systems affecting security have the qualifications
and resources to fulfill their responsibilities.
(A.2.1.0) The entity has prepared an objective
description of the system and its boundaries and
communicated such description to authorized
users.

CC1.3
CC1.4
CC2.1
G.1.1 56 (B)
57 (B)
Schedule 1
(Section 5), 4.7 -
Safeguards,
Subsec. 4.7.3
OP-02 COBIT 4.1 DS 9,
DS 13.1
BAI08
BAI10
DSS01.01
312.8 and 312.10 SRM > Policies
and Standards >
Job Aid Guidelines
shared x Domain 7,
8 Article 17 NIST SP 800-53 R3 CP-9
NIST SP 800-53 R3 CP-10
NIST SP 800-53 R3 SA-5
NIST SP 800-53 R3 CP-9
NIST SP 800-53 R3 CP-9 (1)
NIST SP 800-53 R3 CP-9 (3)
NIST SP 800-53 R3 CP-10
NIST SP 800-53 R3 CP-10 (2)
NIST SP 800-53 R3 CP-10 (3)
NIST SP 800-53 R3 SA-5
NIST SP 800-53 R3 SA-5 (1)
NIST SP 800-53 R3 SA-5 (3)
NIST SP 800-53 R3 SA-10
NIST SP 800-53 R3 SA-11
NIST SP 800-53 R3 SA-11 (1)

1.2.6 Clause 4.3.3
A.10.7.4
Clause 9.2(g) Commandment #1
Commandment #2
Commandment #4
Commandment #5
Commandment
#11
CIP-005-
3a - R1.3
CIP-007-3 -
R9
CP-9
CP-10
SA-5
SA-10
SA-11

10.5 13.5

17.1 PCI DSS v2.0

12.1 PCI DSS v2.0

12.2 PCI DSS v2.0

12.3 PCI DSS v2.0

12.4 1.1.2, 1.1.3, 2.2,

12.3 12.6
Business Continuity
Management &
Operational Resilience
Environmental Risks
BCR-05 BCR-05.1 Physical protection against damage from natural causes and disasters, as well as deliberate attacks, including fire, flood, atmospheric electrical discharge, solar induced geomagnetic storm, wind, earthquake, tsunami, explosion, nuclear accident, volcanic activity, biological hazard, civil unrest, mudslide, tectonic activity, and other forms of natural or man-made disaster shall be anticipated, designed, and have countermeasures applied.

Is physical protection against damage (e.g., natural causes, natural disasters, deliberate attacks) anticipated and designed with countermeasures applied?
A3.1.0
A3.2.0
(A3.1.0) Procedures exist to (1) identify potential
threats of disruptions to systems operation that
would impair system availability commitments
and (2) assess the risks associated with the
identified threats.
(A3.2.0) Measures to prevent or mitigate threats
have been implemented consistent with the risk
assessment when commercially practicable.

CC3.1
A1.1
A1.2
F.1 F.2.9,
F.1.2.21,
F.5.1, F.1.5.2,
F.2.1, F.2.7,
F.2.8
Schedule 1
(Section 5), 4.7 -
Safeguards,
Subsec. 4.7.3
RS-05 DSS01.03
DSS01.04
DSS01.05
Infra Services >
Facility Security >
Environmental
Risk
Management
provider x Domain 7,
8 6.07. (d)

6.08. (a)

6.09. (a)

6.09. (b)

6.09. (d)
Article 17 (1), (2) NIST SP800-53 R3 PE-1
NIST SP800-53 R3 PE-13
NIST SP800-53 R3 PE-14
NIST SP800-53 R3 PE-15
NIST SP800-53 R3 PE-1
NIST SP800-53 R3 PE-13
NIST SP800-53 R3 PE-13 (1)
NIST SP800-53 R3 PE-13 (2)
NIST SP800-53 R3 PE-13 (3)
NIST SP800-53 R3 PE-14
NIST SP800-53 R3 PE-15
NIST SP800-53 R3 PE-18

8.2.4 45 CFR 164.308
(a)(7)(i)
45 CFR
164.310(a)(2)(ii)
(New)
A.9.1.4
A.9.2.1
A11.1.4,
A11.2.1
Commandment #1
Commandment #2
Commandment #3
CIP-004-3
R3.2
PE-1
PE-13
PE-14
PE-15
PE-18

8.1 8.4
PA15 SGP 3.5.2, 3.6.3, 3.7,

5.1, 5.2, 5.3,

6.1, 6.2,

7.1, 7.2,

9.1, 9.2, 9.3, 9.4,

9.5, 9.6,

9.7, 9.8, 9.9,

12.2 Business Continuity
Management &
Operational Resilience
Equipment Location
BCR-06 BCR-06.1 To reduce the risks from environmental threats, hazards, and opportunities for unauthorized access, equipment shall be kept away from locations subject to high probability environmental risks and supplemented by redundant equipment located at a reasonable distance.

Are any of your data centers located in places that have a high probability/occurrence of high-impact environmental risks (floods, tornadoes, earthquakes, hurricanes, etc.)?
A3.1.0
A3.2.0
(A3.1.0) Procedures exist to (1) identify potential
threats of disruptions to systems operation that
would impair system availability commitments
and (2) assess the risks associated with the
identified threats.
(A3.2.0) Measures to prevent or mitigate threats
have been implemented consistent with the risk
assessment when commercially practicable.

CC3.1
A1.1
A1.2
F.1 F.2.9,
F.1.2.21,
F.5.1, F.1.5.2,
F.2.1, F.2.7,
F.2.8
53 (A+)
75 (C+,
A+)
Schedule 1
(Section 5), 4.7 -
Safeguards,
Subsec. 4.7.3
RS-06 DSS01.04
DSS01.05
312.8 and 312.10 Infra Services >
Facility Security >
Environmental
Risk
Management
provider x Domain 7,
8 6.07. (d)

6.08. (a)

6.09. (a)

6.09. (b)

6.09. (d)
Article 17 (1), (2) NIST SP800-53 R3 PE-1
NIST SP800-53 R3 PE-14
NIST SP800-53 R3 PE-15
NIST SP800-53 R3 PE-1
NIST SP800-53 R3 PE-5
NIST SP800-53 R3 PE-14
NIST SP800-53 R3 PE-15
NIST SP800-53 R3 PE-18
45 CFR 164.310
(c)
A.9.2.1 A11.2.1 Commandment #1
Commandment #2
Commandment #3
PE-1
PE-5
PE-14
PE-15
PE-18

8.1 PA15 SGP PCI DSS v2.0

9.1.3 PCI DSS v2.0

9.5 PCI DSS v2.0

9.6 PCI DSS v2.0

9.9 PCI DSS v2.0

9.9.1 9.1.3

9.5 9.6

9.9 9.9.1, 12.2
BCR-07.1 If using virtual infrastructure, does your cloud solution include independent hardware restore and recovery capabilities? BCR-07.2 If using virtual infrastructure, do you provide tenants with a capability to restore a Virtual Machine to a previous state in time? BCR-07.3 If using virtual infrastructure, do you allow virtual machine images to be downloaded and ported to a new cloud provider?
BCR-07.4 If using virtual infrastructure, are machine images made available to the customer in a way that would allow the customer to replicate those images in their own off-site storage location?
BCR-07.5 Does your cloud solution include software/provider independent restore and recovery capabilities?
Business Continuity
Management &
Operational Resilience
Equipment Power
Failures
BCR-08 BCR-08.1 Protection measures shall be put into place to react to natural and man-made threats based upon a geographically-specific Business Impact Assessment
Are security mechanisms and redundancies implemented to protect equipment from utility service outages (e.g., power failures, network disruptions, etc.)?
A3.2.0 (A3.2.0) Measures to prevent or mitigate threats have been implemented consistent with the risk
assessment when commercially practicable.

A1.1
A1.2
F.1 F.1.6, F.1.6.1,
F.1.6.2,
F.1.9.2,
F.2.10, F.2.11,
F.2.12
54 (A+) Schedule 1
(Section 5), 4.7 -
Safeguards,
Subsec. 4.7.3
RS-07 DSS01.04
DSS01.05
DSS04.01
DSS04.02
DSS04.03
312.8 and 312.10 Infra Services >
Facility Security >
Environmental
Risk
Management
provider x Domain 7,
8 6.08. (a)

6.09. (e)

6.09. (f)
Article 17 (1), (2) NIST SP800-53 R3 PE-1
NIST SP800-53 R3 PE-12
NIST SP800-53 R3 PE-13
NIST SP800-53 R3 PE-14
NIST SP800-53 R3 CP-8
NIST SP800-53 R3 CP-8 (1)
NIST SP800-53 R3 CP-8 (2)
NIST SP800-53 R3 PE-1
NIST SP800-53 R3 PE-9
NIST SP800-53 R3 PE-10
NIST SP800-53 R3 PE-11
NIST SP800-53 R3 PE-12
NIST SP800-53 R3 PE-13
NIST SP800-53 R3 PE-13 (1)
NIST SP800-53 R3 PE-13 (2)
NIST SP800-53 R3 PE-13 (3)
NIST SP800-53 R3 PE-14
A.9.2.2
A.9.2.3
A 9.2.4
A.11.2.2,
A.11.2.3,
A.11.2.4
Commandment #1
Commandment #2
Commandment #3
CP-8
PE-1
PE-9
PE-10
PE-11
PE-12
PE-13
PE-14

8.1 8.2

8.3 8.4
PA15 SGP
BCR-09.1 Do you provide tenants with ongoing visibility and reporting of your operational Service Level Agreement (SLA) performance?
BCR-09.2 Do you make standards-based information security metrics (CSA, CAMM, etc.) available to your tenants?
BCR-09.3 Do you provide customers with ongoing visibility and reporting of your SLA performance?
Business Continuity
Management &
Operational Resilience
Policy
BCR-10 BCR-10.1 Policies and procedures shall be established, and supporting business processes and technical measures implemented, for appropriate IT governance and service management to ensure appropriate planning, delivery and support of the organization's IT capabilities supporting business functions, workforce, and/or customers based on industry acceptable standards (i.e., ITIL v4 and COBIT 5). Additionally, policies and procedures shall include defined roles and responsibilities supported by regular workforce training.

Are policies and procedures established and made available for all personnel to adequately support services operations’ roles? S2.3.0 (S2.3.0) Responsibility and accountability for the entity’s system availability, confidentiality of data,
processing integrity, system security and related
security policies and changes and updates to those
policies are communicated to entity personnel
responsible for implementing them.

CC3.2 G.1.1 45 (B) OP-01 COBIT 4.1 DS13.1 APO01
APO07.01
APO07.03
APO09.03
DSS01.01
SRM > Policies
and Standards >
Operational
Security Baselines
shared x Domain 7,
8 6.03. (c) NIST SP 800-53 R3 CM-2
NIST SP 800-53 R3 CM-4
NIST SP 800-53 R3 CM-6
NIST SP 800-53 R3 MA-4
NIST SP 800-53 R3 SA-3
NIST SP 800-53 R3 SA-4
NIST SP 800-53 R3 SA-5
NIST SP 800-53 R3 CM-2
NIST SP 800-53 R3 CM-2 (1)
NIST SP 800-53 R3 CM-2 (3)
NIST SP 800-53 R3 CM-2 (5)
NIST SP 800-53 R3 CM-3
NIST SP 800-53 R3 CM-3 (2)
NIST SP 800-53 R3 CM-4
NIST SP 800-53 R3 CM-5
NIST SP 800-53 R3 CM-6
NIST SP 800-53 R3 CM-6 (1)
NIST SP 800-53 R3 CM-6 (3)
NIST SP 800-53 R3 CM-9
NIST SP 800-53 R3 MA-4
NIST SP 800-53 R3 MA-4 (1)
NIST SP 800-53 R3 MA-4 (2)
NIST SP 800-53 R3 SA-3
NIST SP 800-53 R3 SA-4
NIST SP 800-53 R3 SA-4 (1)
NIST SP 800-53 R3 SA-4 (4)
NIST SP 800-53 R3 SA-4 (7)
NIST SP 800-53 R3 SA-5
NIST SP 800-53 R3 SA-5 (1)
NIST SP 800-53 R3 SA-5 (3)
NIST SP 800-53 R3 SA-8
NIST SP 800-53 R3 SA-10
NIST SP 800-53 R3 SA-11
NIST SP 800-53 R3 SA-11 (1)
NIST SP 800-53 R3 SA-12

8.2.1 Clause 5.1
A 8.1.1
A.8.2.1
A 8.2.2
A.10.1.1
Clause 5.1(h)
A.6.1.1
A.7.2.1
A.7.2.2
A.12.1.1
Commandment #1
Commandment #2
Commandment #3
Commandment #6
Commandment #7
CM-2
CM-3
CM-4
CM-5
CM-6
CM-9
MA-4
SA-3
SA-4
SA-5
SA-8
SA-10
SA-11
SA-12
PCI DSS v2.0

12.1 PCI DSS v2.0

12.2 PCI DSS v2.0

12.3 PCI DSS v2.0

12.4 4.3, 10.8,

11.1.2,

12.1 12.2

12.3 12.4

12.5, 12.5.3,

12.6, 12.6.2,

12.10 BCR-11.1 Do you have technical control capabilities to enforce tenant data retention policies?
BCR-11.2 Do you have a documented procedure for responding to requests for tenant data from governments or third parties?
BCR-11.4 Have you implemented backup or redundancy mechanisms to ensure compliance with regulatory, statutory, contractual or business requirements?
BCR-11.5 Do you test your backup or redundancy mechanisms at least annually?
CCC-01.1 Are policies and procedures established for management authorization for development or acquisition of new applications, systems, databases, infrastructure, services, operations and facilities?
CCC-01.2 Is documentation available that describes the installation, configuration and use of products/services/features?
CCC-02.1 Do you have controls in place to ensure that standards of quality are being met for all software development?
CCC-02.2 Do you have controls in place to detect source code security defects for any outsourced software development activities?
Consensus Assessment Answers Notes

4.1.1, 4.2, 4.3

11.2 11.3

6.3.2, 6.6

11.2.1, 11.2.2,

11.2.3, 11.3.1,

11.3.2, 12.1.2.b,

12.8.4 3.1

12.9.1 12.9.3

12.9.4 12.9.6

4.1, 4.1.1, 9.1, 9.2

10.8, 11.6

3.1 3.1.a

3.2 9.9.1

9.5. 9.5.1

9.6. 9.7, 9.8

10.7, 12.10.1

6.3.2, 12.3.4

2.1, 2.2.4, 2.3, 2.5

3.3, 3.4, 3.6

4.1, 4.2

6.3.1, 6.3.2, 6.4.2,

6.4.3, 6.4.4,

6.4.5.2 6.7

7.1, 7.1.3, 7.1.4

8.3, 8.5.1, 8.7

9.1 9.1.2

9.2 10.5

11.5 12.3

12.8 BSGP
SGP
PA17 SGP
ODCA UM: PA R2.0
PA17
PA31
SGP
BSGP
PA18 GP
PA15 SGP
PA8
PA15
BSGP
SGP
PA8
PA15

14.5 14.6

9.2 6.1

1.2 2.2

3.3 5.2

6.4 10.1

10.2 10.3

10.4 10.5

10.6 3.3

12.1 12.5

14.5 (software)

6.4 6.4

13.1 12.1

2.2 4.1
AR-7 The organization
designs information
systems to support
privacy by automating
privacy controls.

AP-1 The organization
determines and
documents the legal
authority that permits the
collection, use,
maintenance, and
sharing of personally
identifiable information
(PII), either generally or
in support of a specific
program or information
system need.

AR-4. Privacy Auditing
and Monitoring. These
assessments can be selfassessments or third
party audits that result in
reports on compliance
gaps identified in
programs, projects, and
information systems.

UL-2 INFORMATION

SHARING WITH THIRD
PARTIES - a. Shares
personally identifiable
information (PII)
externally, only for the
authorized purposes
identified in the Privacy
Act and/or described in its
notice(s) or for a purpose
that is compatible with
those purposes; b. Where
appropriate, enters into
Memoranda of
Understanding,
Memoranda of
Agreement, Letters of
Intent, Computer
Matching Agreements, or
similar agreements, with
third parties that
specifically describe the
PII covered and
specifically enumerate
the purposes for which
the PII may be used; c.

Monitors, audits, and
trains its staff on the
authorized sharing of PII
with third parties and on
the consequences of
unauthorized use or
sharing of PII; and d.

Evaluates any proposed
new instances of sharing
PII with third parties to
assess whether the
sharing is authorized and
whether additional or
new public notice is
required.

FTC Fair Information
Principles
Integrity/Security
Security involves both
managerial and technical
measures to protect
against loss and the
unauthorized access,
destruction, use, or
disclosure of the
data.(49) Managerial
measures include internal
organizational measures
that limit access to data
and ensure that those
individuals with access do
not utilize the data for
unauthorized purposes.

Technical security
measures to prevent
unauthorized access
include encryption in the
transmission and storage
of data; limits on access
through use of
passwords; and the
storage of data on secure
servers or computers . -
http://www.ftc.gov/repo
rts/privacy3/fairinfo.sht
m
ITOS > IT
Operation >
Architecture
Governance
shared x
CSA Enterprise Architecture (formerly the Trusted
Cloud Initiative)
Application
Services >
Development
Process >
Software Quality
Assurance
shared x
BOSS > Legal
Services >
Contracts
shared x
BOSS >
Compliance >
Independent
Audits
shared x
BOSS >
Compliance >
Information
System
Regulatory
Mapping
shared x
BOSS >
Operational Risk
Management >
Business
Continuity
provider x
Infra Services >
Facility Security >
Environmental
Risk
Management
x
312.8 and 312.10
312.3, 312.8 and
312.10
Title 16 Part 312
312.4
312.8 and 312.10
312.3
APO09.03
APO13.01
BAI03.01
BAI03.02
BAI03.03
BAI03.05
MEA03.01
MEA03.02
APO09.01
APO09.02
APO09.03
APO13.01
BAI02
DSS05
APO12.04
APO12.05
DSS05.07
MEA02.06
MEA02.07
MEA02.08
MEA03.01
APO12.01
APO12.02
APO12.03
MEA03.01
DSS04.01
DSS04.02
DSS04.03
DSS04.05
DSS01.03
DSS01.04
DSS01.05
DSS04.03
BAI03.10
BAI04.03
BAI04.04
DSS03.05
BAI06.01
BAI10.01
BAI10.02
BAI10.03
DSS04.01
DSS04.02
BAI09.01
BAI09.02
BAI09.03
DSS04.01
DSS04.02
DSS04.03
DSS04.04
DSS04.07
MEA03.01
APO01.02
APO01.06
BAI02.04
BAI06.01
APO07.06
APO09.03
APO09.04
APO10.01
APO10.04
APO10.05
APO11.01
APO11.02
APO11.04
APO11.05
CC5.1
CC4.1
CC3.1
CC3.1
A1.2
A1.3
A1.1
A1.2
A1.3
A1.1
A1.2
CC4.1
CC3.1
A1.2
A1.3
A1.2
A1.3
I3.21
CC7.2
CC7.1
CC7.4
CC7.1
CC7.4
ITOS > IT
Operation >
Architecture
Governance
shared PCI DSS v2.0

6.3.2 Change Control &
Configuration
Management
Outsourced
Development
CCC-02 External business partners shall adhere to the same policies and procedures for change management, release, and testing as internal developers within the organization (e.g. ITIL service management processes).

S3.10.0
S3.13
(S3.10.0) Design, acquisition, implementation,
configuration, modification, and management of
infrastructure and software are consistent with
defined system availability, confidentiality of data,
processing integrity, systems security and related
security policies.
(S3.13) Procedures exist to provide that only
authorized, tested, and documented changes are
made to the system.

C.2
I.1
I.2
I.4
C.2.4, G.4, G6,
I.1, I.4.4, I.4.5,
I.2.7.2, I.2.8,
I.2.9, I.2.15,
I.2.18,
I.2.22.6,
I.2.7.1, I.2.13,
I.2.14, I.2.17,
I.2.20,
I.2.22.2,
I.2.22.4,
I.2.22.7,
I.2.22.8,
I.2.22.9,
I.2.22.10,
I.2.22.11,
I.2.22.12,
I.2.22.13,
I.2.22.14, I.3,
J.1.2.10, L.7,
L.9, L.10
27 (B) Schedule 1
(Section 5), 4.7 -
Safeguards,
Subsec. 4.7.3
RM-04 None NIST SP 800-53 R3 SA-4
NIST SP 800-53 R3 SA-5
NIST SP 800-53 R3 SA-9
NIST SP 800-53 R3 SA-4
NIST SP 800-53 R3 SA-4 (1)
NIST SP 800-53 R3 SA-4 (4)
NIST SP 800-53 R3 SA-4 (7)
NIST SP 800-53 R3 SA-5
NIST SP 800-53 R3 SA-5 (1)
NIST SP 800-53 R3 SA-5 (3)
NIST SP 800-53 R3 SA-8
NIST SP 800-53 R3 SA-9
NIST SP 800-53 R3 SA-9 (1)
NIST SP 800-53 R3 SA-10
NIST SP 800-53 R3 SA-11
NIST SP 800-53 R3 SA-11 (1)
NIST SP 800-53 R3 SA-12
1 (B)
Commandment #1
Commandment #2
Commandment #3
SA-4
SA-5
SA-8
SA-9
SA-10
SA-11
SA-12
SA-13
PCI DSS v2.0

3.6.7 PCI DSS v2.0

6.4.5.2 PCI DSS v2.0

7.1.3 PCI DSS v2.0

8.5.1 PCI DSS v2.0

9.1 PCI DSS v2.0

9.1.2 PCI DSS v2.0

9.2b
PCI DSS v2.0

9.3.1 PCI DSS v2.0

10.5.2 PCI DSS v2.0

11.5 PCI DSS v2.0

12.3.1 PCI DSS v2.0

12.3.3 Chapter II
Article 11, 13
CIP-003-3 -
R4.1
CP-2
CP-6
CP-7
CP-8
CP-9
SI-12
AU-11
PCI DSS v2.0

3.1 PCI DSS v2.0

3.1.1 PCI DSS v2.0

3.2 PCI DSS v2.0

9.9.1 PCI DSS v2.0

9.5 PCI DSS v2.0

9.6 PCI DSS v2.0

10.7 Change Control &
Configuration
Management
New Development /
Acquisition
CCC-01 Policies and procedures shall be established, and supporting business processes and technical measures implemented, to ensure the development and/or acquisition of new data, physical or virtual applications, infrastructure network and systems components, or any corporate, operations and/or datacenter facilities have been preauthorized by the organization's business leadership or other accountable business role or function.

S3.12.0
S3.10.0
S3.13.0
(S3.12.0) Procedures exist to maintain system
components, including configurations consistent
with the defined system security policies.
(S3.10.0) Design, acquisition, implementation,
configuration, modification, and management of
infrastructure and software are consistent with
defined system security policies.
(S3.13.0) Procedures exist to provide that only
authorized, tested, and documented changes are
made to the system.

I.2 I.1.1, I.1.2, I.2.

7.2, I.2.8,
I.2.9, I.2.10,
I.2.13, I.2.14,
I.2.15, I.2.18,
I.2.22.6, L.5
Schedule 1
(Section 5), 4.7 -
Safeguards,
Subsec. 4.7.3
RM-01 COBIT 4.1 A12, A

16.1 None 6.03. (a) NIST SP 800-53 R3 CA-1
NIST SP 800-53 R3 CM-1
NIST SP 800-53 R3 PL-1
NIST SP 800-53 R3 PL-2
NIST SP 800-53 R3 SA-1
NIST SP 800-53 R3 SA-3
NIST SP 800-53 R3 SA-4
NIST SP 800-53 R3 CA-1
NIST SP 800-53 R3 CM-1
NIST SP 800-53 R3 CM-9
NIST SP 800-53 R3 PL-1
NIST SP 800-53 R3 PL-2
NIST SP 800-53 R3 SA-1
NIST SP 800-53 R3 SA-3
NIST SP 800-53 R3 SA-4
NIST SP 800-53 R3 SA-4 (1)
NIST SP 800-53 R3 SA-4 (4)
NIST SP 800-53 R3 SA-4 (7)

1.2.6 BOSS > Data
Governance >
Data Retention
Rules
Business Continuity shared x
Management &
Operational Resilience
Retention Policy
BCR-11 Policies and procedures shall be established, and supporting business processes and technical measures implemented, for defining and adhering to the retention period of any critical asset as per established policies and procedures, as well as applicable legal, statutory, or regulatory compliance obligations. Backup and recovery measures shall be incorporated as part of business continuity planning and tested accordingly for effectiveness.

A3.3.0
A3.4.0
I3.20.0
I3.21.0
(A3.3.0) Procedures exist to provide for backup,
offsite storage, restoration, and disaster recovery
consistent with the entity’s defined system
availability and related security policies.
(A3.4.0) Procedures exist to provide for the
integrity of backup data and systems maintained
to support the entity’s defined system availability
and related security policies.
(I3.20.0) Procedures exist to provide for
restoration and disaster recovery consistent with
the entity’s defined processing integrity policies.
(I3.21.0) Procedures exist to provide for the
completeness, accuracy, and timeliness of backup
data and systems.

D.2.2.9 36 (B) Schedule 1
(Section 5) 4.5 -
Limiting Use,
Disclosure and
Retention, Subsec.

4.5.2 DG-04 COBIT 4.1 DS 4.1,
DS 4.2, DS 4.5,
DS 4.9, DS 11.6
Domain 5 6.03. (h)

6.07.01. (c)
Article 6(1) e NIST SP 800-53 R3 CP-2
NIST SP 800-53 R3 CP-9
NIST SP 800-53 R3 CP-2
NIST SP 800-53 R3 CP-2 (1)
NIST SP 800-53 R3 CP-2 (2)
NIST SP 800-53 R3 CP-6
NIST SP 800-53 R3 CP-6 (1)
NIST SP 800-53 R3 CP-6 (3)
NIST SP 800-53 R3 CP-7
NIST SP 800-53 R3 CP-7 (1)
NIST SP 800-53 R3 CP-7 (2)
NIST SP 800-53 R3 CP-7 (3)
NIST SP 800-53 R3 CP-7 (5)
NIST SP 800-53 R3 CP-8
NIST SP 800-53 R3 CP-8 (1)
NIST SP 800-53 R3 CP-8 (2)
NIST SP 800-53 R3 CP-9
NIST SP 800-53 R3 CP-9 (1)
NIST SP 800-53 R3 CP-9 (3)

5.1.0 5.1.1

5.2.2 8.2.6
CIP-007-3 -
R6.1 -
R6.2 -
R6.3 -
R6.4
MA-2
MA-3
MA-4
MA-5
MA-6
A11.2.4
A.17.1.1
A.17.1.2
Clauses

9.2(g)

7.5.3(b)

5.2 (c)

7.5.3(d)

5.3(a)

5.3(b)

8.1 8.3
A.12.3.1
A.8.2.3
Commandment #1
Commandment #2
Commandment #3
CA-1
CM-1
CM-9
PL-1
PL-2
SA-1
SA-3
SA-4
45 CFR 164.308
(a)(7)(ii)(E)

ISO/IEC
27001:2005
A.14.1.2
A 14.1.4
Commandment #1
Commandment #2
Commandment #3
CIP-007-3 -
R8 - R8.1 -
R8.2 -
R8.3
RA-3
A.6.1.4
A.6.2.1
A.12.1.1
A.12.4.1
A.12.4.2
A.12.4.3
A.12.5.5
A.15.1.3
A.15.1.4
45 CFR 164.308
(a)(7)(ii)(A)
45 CFR 164.310
(d)(2)(iv)
45 CFR
164.308(a)(7)(ii)
(D) (New)
45 CFR
164.316(b)(2)(i)
(New)
Clause 4.3.3
A.10.5.1
A.10.7.3
EAR 15 §
762.6
Period of
Retention
EAR 15
CFR §
786.2
Recordke
eping
Commandment
#11
Commandment #2
Commandment #5
Commandment
#11
45 CFR 164.310
(a)(2)(iv)
A.9.2.4
BSGP
SGP
PA10
PA29
COBIT 4.1 A13.3 Domain 7,
8 6.09. (h) Article 17 (1) NIST SP 800-53 R3 MA-2
NIST SP 800-53 R3 MA-4
NIST SP 800-53 R3 MA-5
NIST SP 800-53 R3 CP-1
NIST SP 800-53 R3 CP-2
NIST SP 800-53 R3 RA-3
NIST SP 800-53 R3 MA-2
NIST SP 800-53 R3 MA-2 (1)
NIST SP 800-53 R3 MA-3
NIST SP 800-53 R3 MA-3 (1)
NIST SP 800-53 R3 MA-3 (2)
NIST SP 800-53 R3 MA-3 (3)
NIST SP 800-53 R3 MA-4
NIST SP 800-53 R3 MA-4 (1)
NIST SP 800-53 R3 MA-4 (2)
NIST SP 800-53 R3 MA-5
NIST SP 800-53 R3 MA-6

5.2.3 8.2.2

8.2.3 8.2.4

8.2.5 8.2.6

8.2.7 Business Continuity
Management &
Operational Resilience
Impact Analysis
BCR-09 There shall be a defined and documented method for determining the impact of any disruption to the organization (cloud provider, cloud consumer) that must incorporate the following:
• Identify critical products and services
• Identify all dependencies, including processes, applications, business partners, and third party service providers
• Understand threats to critical products and services
• Determine impacts resulting from planned or unplanned disruptions and how these vary over time
• Establish the maximum tolerable period for disruption • Establish priorities for recovery
• Establish recovery time objectives for resumption of critical products and services within their maximum tolerable period of disruption
• Estimate the resources required for resumption
A3.1.0
A3.3.0
A3.4.0
(A3.1.0) Procedures exist to (1) identify potential
threats of disruptions to systems operation that
would impair system availability commitments
and (2) assess the risks associated with the
identified threats.
(A3.3.0) Procedures exist to provide for backup,
offsite storage, restoration, and disaster recovery
consistent with the entity’s defined system
availability and related security policies.
(A3.4.0) Procedures exist to provide for the
integrity of backup data and systems maintained
to support the entity’s defined system availability
and related security policies.

K.2 RS-02 Domain 7,
8 6.02. (a)

6.03.03. (c)

6.07. (a)

6.07. (b)

6.07. (c)
Article 17 (1), (2) NIST SP 800-53 R3 CP-1
NIST SP 800-53 R3 CP-2
NIST SP 800-53 R3 RA-3
Infra Services >
Equipment
Maintenance >
provider x
ITOS > Service
Delivery >
Information
Technology
Resiliency -
Resiliency
Analysis
A3.2.0
A4.1.0
(A3.2.0) Measures to prevent or mitigate threats
have been implemented consistent with the risk
assessment when commercially practicable.
(A4.1.0) The entity’s system availability and
security performance is periodically reviewed and
compared with the defined system availability and
related security policies.

F.2.19
PCI DSS v2.0

3.1.1 PCI DSS v2.0

3.1 45 CFR 164.308
(a)(7)(i)
45 CFR 164.308
(a)(7)(ii)(B)
45 CFR 164.308
(a)(7)(ii)(C)
45 CFR 164.308
(a)(7)(ii)(E)
45 CFR 164.310
(a)(2)(i)
45 CFR 164.312
(a)(2)(ii)
Clause 5.1
A.6.1.2
A.14.1.3
A.14.1.4
Commandment #1
Commandment #2
Commandment #3

ISO/IEC
27001:2005
Clause 4.2.1 b)
2)
Clause 4.2.1 c)
1)
Clause 4.2.1 g)
Clause 4.2.3 d)
6)
Clause 4.3.3
Clause 5.2.1 a - f
Clause 7.3 c) 4)
A.7.2.1
A.15.1.1
A.15.1.3
A.15.1.4
A.15.1.6
Clauses

4.2(b),

4.4,

5.2(c),

5.3(ab),

6.1.2,

6.1.3,

6.1.3(b),

7.5.3(b),

7.5.3(d),

8.1,

8.3 9.2(g),

9.3,

9.3(b),

9.3(f),

10.2,
A.8.2.1,
Clause 5.1(h)
A.17.1.2
A.17.1.2
A11.2.2,
A11.2.3
CP-1
CP-2
CP-3
CP-4
CP-6
CP-7
CP-8
CP-9
CP-10
PE-17
PCI DSS v2.0

12.9.1 PCI DSS v2.0

12.9.3 PCI DSS v2.0

12.9.4 PCI DSS v2.0

12.9.6 PE-1
PE-4
PE-13
Commandment #1
Commandment #2
Commandment #3
Commandment #4
Commandment #9
Commandment
#11
NIST SP 800-53 R3 CA-1
NIST SP 800-53 R3 CA-2
NIST SP 800-53 R3 CA-2
(1)
NIST SP 800-53 R3 CA-6
NIST SP 800-53 R3 RA-5
Business Continuity
Management &
Operational Resilience
Power /
Telecommunications
BCR-03 Datacenter utilities services and environmental conditions (e.g., water, power, temperature and humidity controls,
telecommunications,and internet connectivity) shall be secured, monitored, maintained, and tested for continual effectiveness at planned intervals to ensure protection from unauthorized interception or damage, and designed with automated fail-over or other redundancies in the event of planned or unplanned disruptions.

A3.2.0
A3.4.0
(A3.2.0) Measures to prevent or mitigate threats
have been implemented consistent with the risk
assessment when commercially practicable.
(A3.4.0) Procedures exist to protect against
unauthorized access to system resource.

F.1 F.1.6, F.1.6.1,
F.1.6.2,
F.1.9.2,
F.2.10, F.2.11,
F.2.12
9 (B)
10 (B)
Schedule 1
(Section 5), 4.7 -
Safeguards,
Subsec. 4.7.3
RS-08 Domain 7,
8 6.08. (a)

6.09. (c)

6.09. (f)

6.09. (g)
Article 17 (1), (2) NIST SP800-53 R3 PE-1
NIST SP800-53 R3 PE-13
NIST SP800-53 R3 PE-13
(1)
NIST SP800-53 R3 PE-13
(2)
NIST SP800-53 R3 PE-13
(3)
NIST SP800-53 R3 PE-1
NIST SP800-53 R3 PE-4
NIST SP800-53 R3 PE-13
NIST SP800-53 R3 PE-13 (1)
NIST SP800-53 R3 PE-13 (2)
NIST SP800-53 R3 PE-13 (3)
provider x
COBIT 4.1 ME 3.1 Domain 2,
4 1.2.5

1.2.7 4.2.1

8.2.7 10.2.3

10.2.5 6.03.01. (c) Article: 27 (3) NIST SP 800-53 R3 SC-5 NIST SP 800-53 R3 SC-6
NIST SP 800-53 R3 SC-7
NIST SP 800-53 R3 SC-12
NIST SP 800-53 R3 SC-13
NIST SP 800-53 R3 SC-14
NIST SP 800-53 R3 SA-8
NIST SP 800-53 R3 SC-2
NIST SP 800-53 R3 SC-4
NIST SP 800-53 R3 SC-5
NIST SP 800-53 R3 SC-6
NIST SP 800-53 R3 SC-7
NIST SP 800-53 R3 SC-7 (1)
NIST SP 800-53 R3 SC-7 (2)
NIST SP 800-53 R3 SC-7 (3)
NIST SP 800-53 R3 SC-7 (4)
NIST SP 800-53 R3 SC-7 (5)
NIST SP 800-53 R3 SC-7 (7)
NIST SP 800-53 R3 SC-7 (8)
NIST SP 800-53 R3 SC-7 (12)
NIST SP 800-53 R3 SC-7 (13)
NIST SP 800-53 R3 SC-7 (18)
NIST SP 800-53 R3 SC-8
NIST SP 800-53 R3 SC-8 (1)
NIST SP 800-53 R3 SC-9
NIST SP 800-53 R3 SC-9 (1)
NIST SP 800-53 R3 SC-10
NIST SP 800-53 R3 SC-11
NIST SP 800-53 R3 SC-12
NIST SP 800-53 R3 SC-12 (2)
NIST SP 800-53 R3 SC-12 (5)
NIST SP 800-53 R3 SC-13
NIST SP 800-53 R3 SC-13 (1)
NIST SP 800-53 R3 SC-14
NIST SP 800-53 R3 SC-17
NIST SP 800-53 R3 SC-18

1.2.6 Audit Assurance &
Compliance
Independent Audits
Domain 10
Business Continuity
Management &
Operational Resilience
Business Continuity
Planning
BCR-01 A consistent unified framework for business continuity planning and plan development shall be established, documented and adopted to ensure all business continuity plans are consistent in addressing priorities for testing, maintenance, and information security requirements. Requirements for business continuity plans include the following:
• Defined purpose and scope, aligned with relevant dependencies • Accessible to and understood by those who will use them • Owned by a named person(s) who is responsible for their review, update, and approval
• Defined lines of communication, roles, and responsibilities • Detailed recovery procedures, manual work-around, and reference information
• Method for plan invocation
A3.1.0
A3.3.0
A3.4.0
(A3.1.0) Procedures exist to (1) identify potential
threats of disruptions to systems operation that
would impair system availability commitments
and (2) assess the risks associated with the
identified threats.
(A3.3.0) Procedures exist to provide for backup,
offsite storage, restoration, and disaster recovery
consistent with the entity’s defined system
availability and related security policies.
(A3.4.0) Procedures exist to provide for the
integrity of backup data and systems maintained
to support the entity’s defined system availability
and related security policies.

K.1.2.3.

K.1.2.4,
K.1.2.5,
K.1.2.6,
K.1.2.7,
K.1.2.11,
K.1.2.13,
K.1.2.15
RS-03 Domain 7,
8 6.07. (a)

6.07. (b)

6.07. (c)
Article 17 (1), (2) NIST SP800-53 R3 CP-1
NIST SP800-53 R3 CP-2
NIST SP800-53 R3 CP-3
NIST SP800-53 R3 CP-4
NIST SP800-53 R3 CP-9
NIST SP800-53 R3 CP-10
NIST SP800-53 R3 CP-1
NIST SP800-53 R3 CP-2
NIST SP800-53 R3 CP-2 (1)
NIST SP800-53 R3 CP-2 (2)
NIST SP800-53 R3 CP-3
NIST SP800-53 R3 CP-4
NIST SP800-53 R3 CP-4 (1)
NIST SP800-53 R3 CP-6
NIST SP800-53 R3 CP-6 (1)
NIST SP800-53 R3 CP-6 (3)
NIST SP800-53 R3 CP-7
NIST SP800-53 R3 CP-7 (1)
NIST SP800-53 R3 CP-7 (2)
NIST SP800-53 R3 CP-7 (3)
NIST SP800-53 R3 CP-7 (5)
NIST SP800-53 R3 CP-8
NIST SP800-53 R3 CP-8 (1)
NIST SP800-53 R3 CP-8 (2)
NIST SP800-53 R3 CP-9
NIST SP800-53 R3 CP-9 (1)
NIST SP800-53 R3 CP-9 (3)
NIST SP800-53 R3 CP-10
NIST SP800-53 R3 CP-10 (2)
NIST SP800-53 R3 CP-10 (3)
NIST SP800-53 R3 PE-17
AAC02Independent reviews and assessments shall be performed at least annually to ensure that the organization addresses nonconformities of established policies, standards, procedures and compliance obligations.

S4.1.0
S4.2.0
(S4.1.0) The entity’s system security is periodically
reviewed and compared with the defined system
security policies.
(S4.2.0) There is a process to identify and address
potential impairments to the entity’s ongoing
ability to achieve its objectives in accordance with
its defined system security policies.

L.2, L.4, L.7,
L.9, L.11
58 (B)
59 (B)
61 (C+,
A+)
76 (B)
77 (B)
CC7.1 COBIT 4.1 AI2.4
CCM v3.0.1 Compliance Mapping
45 CFR 6, 6.5
164.312(e)(2)(i)
A.11.5.6
A.11.6.1
A.12.2.1
A.12.2.2
A.12.2.3
A.12.2.4
A.12.5.2
A.12.5.4
A.12.5.5
A.12.6.1
A.15.2.1
Commandment #1
Commandment #2
Commandment #4
Commandment #5
Commandment
#11
CIP-007-3 -
R5.1
SC-2
SC-3
SC-4
SC-5
SC-6
SC-7
SC-8
SC-9
SC-10
SC-11
SC-12
SC-13
SC-14
SC-17
SC-18
SC-20
SC-21
SC-22
SC-23
PCI DSS v2.0

6.5 Application & Interface
Security
Customer Access
Requirements
AIS-02 Prior to granting customers access to data, assets, and information systems, (removed all) identified security, contractual, and regulatory requirements for customer access shall be addressed.

Commandment #1
Commandment #2
Commandment #3
Chapter VI, Section 1
Article 39, I. and VIII.

Chapter 8
Article 59
CIP-003-3 -
R1.3 -
R4.3
CIP-004-3
R4 - R4.2
CIP-005-
3a - R1 -
R1.1 -
R1.2
CA-1
CA-2
CA-6
RA-5
PCI DSS v2.0

11.2 PCI DSS v2.0

11.3 PCI DSS v2.0

6.6 PCI DSS v2.0

12.1.2.b
COBIT 4.1 DS5.5,
ME2.5, ME 3.1
PO 9.6
Domain 2,
4 6.03. (e)

6.07.01. (m)

6.07.01. (n)
A9.4.2
A9.4.1,

8.1*Partial,
A14.2.3,

8.1*partial,
A.14.2.7
A12.6.1,
A18.2.2
A9.1.1.

Clauses

4.3(a),

4.3(b),

5.1(e),

5.1(f),

9.1,

9.2,

9.3(f),
A18.2.1
Schedule 1 SA-01
(Section 5) 4.1
Accountability,
Subs. 4.1.3
Control Group CGID CID Control Specification Consensus Assessment Questions Application & Interface
Security
Application Security
AIS-01 Applications and programming interfaces (APIs) shall be designed, developed, deployed and tested in accordance with leading industry standards (e.g., OWASP for web applications) and adhere to applicable legal, statutory, or regulatory compliance obligations.

S3.10.0 (S3.10.0) Design, acquisition, implementation,
configuration, modification, and management of
infrastructure and software are consistent with
defined system security policies to enable
authorized access and to prevent unauthorized
access.
(S3.10.0) Design, acquisition, implementation,
configuration, modification, and management of
infrastructure and software are consistent with
defined processing integrity and related security
policies.

I.4 G.16.3, I.3 Schedule 1
(Section 5), 4.7 -
Safeguards,
Subsec. 4.7.3
SA-04
C.2.1, C.2.3,
C.2.4, C.2.6.1,
H.1
10 (B)
11 (A+)
(S3.2.a) a. Logical access security measures to
restrict access to information resources not
deemed to be public.

CO-02
Audit Assurance &
Compliance
Information System
Regulatory Mapping
AAC03Organizations shall create and maintain a control framework which captures standards, regulatory, legal, and statutory requirements relevant for their business needs. The control framework shall be reviewed at least annually to ensure changes that could affect the business processes are reflected.

Business Continuity
Management &
Operational Resilience
Equipment
Maintenance
BCR-07 Policies and procedures shall be established, and supporting business processes and technical measures implemented, for equipment maintenance ensuring continuity and availability of operations and support personnel.

OP-04

CONSENSUS ASSESSMENTS INITIATIVE
QUESTIONNAIRE v3.0.1
Commandment #6
Commandment #7
Commandment #8
CA-1
CA-2
CA-5
CA-6
A.6.2.1
A.6.2.2
A.11.1.1

1.2.2 1.2.6

6.2.1 6.2.2
NIST SP 800-53 R3 CA-1
NIST SP 800-53 R3 CA-2
NIST SP 800-53 R3 CA-2 (1)
NIST SP 800-53 R3 CA-5
NIST SP 800-53 R3 CA-6
NIST SP 800-53 R3 CA-1
NIST SP 800-53 R3 CA-2
NIST SP 800-53 R3 CA-2
(1)
NIST SP 800-53 R3 CA-5
NIST SP 800-53 R3 CA-6
Domain 10 Article 17 (1), (2)
NIST SP 800-53 R3 CA-1
NIST SP 800-53 R3 CA-2
NIST SP 800-53 R3 CA-2 (1)
NIST SP 800-53 R3 CA-6
NIST SP 800-53 R3 RA-5
NIST SP 800-53 R3 RA-5 (1)
NIST SP 800-53 R3 RA-5 (2)
NIST SP 800-53 R3 RA-5 (3)
NIST SP 800-53 R3 RA-5 (6)
NIST SP 800-53 R3 RA-5 (9)
S3.2a
45 CFR 164.308
(a)(8)
45 CFR
164.308(a)(1)(ii)
(D)
Clause 4.2.3e
Clause 5.1 g
Clause 5.2.1 d)
Clause 6
A.6.1.8
provider x
A.9.2.2
A.9.2.3
A.6.1.8
A.6.2.1
A.6.2.3
A.10.1.4
A.10.2.1
A.10.2.2
A.10.2.3
A.10.3.2
A.12.1.1
A.12.2.1
A.12.2.2
A.12.2.3
A.12.2.4
A.12.4.1
A.12.4.2
A.12.4.3
A.12.5.1
A.12.5.2
A.12.5.3
A.12.5.5
A.12.6.1
A.13.1.2
A.15.2.1
A.15.2.2
A.14.1.1
A.12.5.1
A.14.3.1
A.9.4.5

Modesto City CouncilJune 4, 2024

Modesto City Council
June 4, 2024