Agenda packet — Finance Committee, November 13, 2024

- 1 -
11/13/2024 4:00:00 PM
www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE

COUNCIL WORKSHOP
2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Wednesday, November 13, 2024 at 4:00 PM
Roll Call: Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
Alternates: Eric Alvarez, Jeremiah Williams, Chris Ricci, Sue Zwahlen Council has not delegated directive or final approval authority to the Committees.

Committee actions are recommendations to the full City Council, not final decisions on an issue. * Public Comment will only be in-person. Members of the public who wish to address the Committee, by providing public comment, during the meeting must do so in-person in the 2001-40 Del Puerto Room. As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation. *Members of the public will be allowed to provide public comment through Zoom if a Committee Member is participating remotely pursuant to the provisions of Assembly Bill 2449. *Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Committee meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below, and the meeting is physically open to the public.
“Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
- 1 -
11/13/2024
- 2 -
11/13/2024 4:00:00 PM
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

You may observe a livestream of the meeting at http://media.modestogov.com. You may also view or listen to the meeting as indicated below.

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

CONFERENCING OR TELEPHONE
Joining the Committee meeting via Zoom
The City of Modesto is now offering the ability to view Committee meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
 Enter the following link into an Internet Browser
https://us02web.zoom.us/j/86945970570,
 Enter the following link into an Internet Browser https://zoom.us/ and using the Webinar ID 869 4597 0570
 Passcode 84326
To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.

Joining the Committee meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can listen by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID 869 4597 0570 Passcode 84326

PUBLIC COMMENTS IN PERSON
Three-minute time limit per speaker.

Only interested persons in the audience may present these matters. Under State law, Committee Members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee Member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee - 2 -
11/13/2024
- 3 -
11/13/2024 4:00:00 PM
Members and placed in the record but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website www.modestogov.com/councilmeetings In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting
Any and all of the following agenda items are subject to action by the Modesto City Council.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or Committee Member.

Consent

1. Consider the recommended budget adjustments to Fiscal Year 2024-25 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion recommending the budget adjustments to 2024-25 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval.

BUDGET; Steve Christensen, 209-577-5390, [email protected] - 3 -
11/13/2024
- 4 -
11/13/2024 4:00:00 PM
Consent

2. Consider a Change Order to the Agreement with OpenGov Inc., San Francisco, CA for the Public Bidding Solution Subscription increasing the Agreement amount by $13,975 and forwarding to Council for approval. (Funding Source: General Fund, Capital Improvement Fund, and Utility Funds)
 Motion recommending a Change Order to the Agreement with OpenGov Inc., San Francisco, CA for the Public Bidding Solution Subscription increasing the amount by $13,975 for a new total amount not to exceed $290,111 and forwarding to Council for approval.

FINANCE DEPARTMENT; DeAnna Christensen, 209-577-5387,
[email protected]
Consent

3. Consider the First Amendment with Public Group, aka Public Surplus, Provo, UT for Online Auction Services increasing the Agreement amount by $400,000 and forwarding to Council for approval. (Funding Source: Various Fleet Replacement Funds)
 Motion recommending the First Amendment with Public Group, aka Public Surplus, Provo, UT for Online Auction Services increasing the Agreement annual estimated amount by $50,000 to a revised annual estimated amount of $80,000 and increase the Agreement amount by $250,000 to a new total amount not to exceed $400,000 for the five-year term Agreement; and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

4. Consider a Purchase Agreement with Telcion Communications Group, Turlock, CA to enhance cybersecurity infrastructure for a total amount not to exceed $240,000 over three years and forwarding to Council for approval. (Funding Source: American Rescue Plan Act (ARPA) Funds and Information Technology Fund)  Motion recommending a Purchase Agreement with Telcion Communications Group, Turlock, CA, by utilizing the Competitive Bid Process through Merced County FOCUS Agreement for a 3-year Agreement, and a total amount not to exceed $240,000, over three years; and forwarding to Council for approval.

IT; Dameon Booker, 209-577-5229, [email protected] Consent

5. Consider the price increase of Purchase Order 216608 for Napa Ford, Napa, CA by $50,404 for three Ford Police Responder Pickups for a revised total amount not to exceed $175,327 and forwarding to Council for approval. (Funding Source: Fleet Replacement Fund)
 Motion recommending the price increase of Purchase Order 216608 for Napa Ford, Napa, CA by $50,404 for three Ford Police Responder Pickups for a revised total amount not to exceed $175,327 and forwarding to Council for approval.

PUBLIC WORKS; Larry Devereaux, 209-342-2214, [email protected] - 4 -
11/13/2024
- 5 -
11/13/2024 4:00:00 PM

NEW BUSINESS

6. Consider an informational update on the American Rescue Plan Act spending plan, a Memorandum of Understanding between the City of Modesto and Modesto Fire Department to implement the Fire Station 1 enhancement program and forwarding to Council for approval. (Funding Source: American Rescue Plan Act)  Motion accepting an informational report update on the American Rescue Plan Act spending plan and forwarding to Council for approval.  Motion recommending a Memorandum of Understanding between the City of Modesto and Modesto Fire Department to implement the Fire Station 1 enhancement program and forwarding to Council for approval.

FINANCE DEPARTMENT; DeAnna Christensen, 209-577-5387,
[email protected]

7. Consider an Agreement with Amano-McGann, Inc., Roseville, MN for Parking Access Control Revenue System Upgrade, Field Devices and Software for a total amount not to exceed $963,172 over five years and forwarding to Council for approval. (Funding Source: Measure H Funds)
 Motion recommending the Agreement with Amano McGann, Inc., Roseville, MN for Parking Access Control Revenue System Upgrade, Field Devices and Software for a five-year Agreement, for a total amount not to exceed $963,172 over five years; and forwarding to Council for approval.

PUBLIC WORKS; Patrick Crowley, 209-402-6812, [email protected]

ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
- 5 -
11/13/2024

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 13, 2024
Date: October 23, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
FROM: Joseph P. Lopez, City Manager
SUBJECT: Monthly Budget Adjustment Report – November 2024 CONTACT: Steve Christensen, Interim Office of Performance Management and Budget Director, [email protected] 209-577-5390
DESCRIPTION:

Consider the recommended budget adjustments to Fiscal Year 2024-25 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus on Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

Each month staff presents a variety of budget adjustments requiring the approval of the City Council. These changes are submitted to the Finance Committee for review prior to submission to Council and include an explanation and justification for each transaction.

This report includes a number of adjustments that have been identified by monitoring department budgets. Due to the number of adjustments, they are included as an attachment to this report (Exhibit A). As in past reports, adjustments are segregated by fund and department as appropriate. The adjustments are reflected in a more summarized version and supporting documentation is available for review upon request.

Also included in this report as an attachment (Exhibit B) is a summary of the budget adjustments approved by the City Manager and/or Budget Manager and Office of Performance Management and Budget Director consistent with the authority levels that were approved by Council with the passing of the Fiscal Year 2024-25 Operating Budget via Resolution No. 2024- 191.
#1..
- 6 -
Finance Committee, November 13, 2024
Monthly Budget Adjustment Report – November 2024

Page 2 of 2 ends

DISCUSSION:

The monthly budget adjustments attached as Exhibit A in this item include adjustments across various departments. These adjustments are explained in further detail within Exhibit A.

FISCAL IMPACT:

The fiscal impact of each item is noted in the attachments to this report. The adjustments are for Fiscal Year 2024-25.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the budget adjustments to 2024-25 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval.

Approved by:

Joseph P. Lopez, City Manager
Attachments:

1. Exhibit A – Budget Adjustments Requiring Council Approval

2. Exhibit B – Staff Approved Budget Adjustments
#1..
- 7 -
Finance Committee, November 13, 2024
Monthly Budget Adjustment Report

EXHIBIT A

MODESTO POLICE DEPARTMENT
 A budget adjustment in the amount of $134,548 is needed in the 2023-2024 Supplemental Law Enforcement Services Fund (SLESF) Project (101539) in the Police Grants Fund (1342) to increase the expense and revenue budget to account for State revenues and offsetting expenditures.
 A budget adjustment in the amount of $560,000 is needed in the Police Grants Fund (1342) for Project 101629 – 2025 Office of Traffic Safety (OTS) Selective Traffic Enforcement Program (STEP) Grant. The adjustment will recognize grant revenue and establish the discretionary expenditure accounts. The Modesto Police Department was awarded the grant per Grant #PT25179 and the budget appropriation is in place to expend the funds for eligible grant program categories per the grant agreement. $50,000 has previously been budgeted on the City Manager’s signature to avoid delays in planned operations.

ENGINEERING SERVCES DEPARTMENT
 A budget adjustment in the amount of $208,003 is needed in the Capital Grants – Streets CIP Projects Fund (3160) for Project 101519 – AB170 – County Islands Project.

The grant revenue on this project was received upfront and quarterly interest on the unspent grant funds needs to be recognized. The adjustment will recognize the interest revenue received to date on the project and amend the project discretionary expenditure accounts.

PARKS, RECREATION AND NEIGHBORHOODS
 A budget adjustment is necessary in the amount of $3,120,173 in the Tuolumne River Regional Park (TRRP) Capital Improvement Fund 6710 to increase the expenditures and revenues in various (see table) TRRP Capital Improvement projects to allocated Insurance Proceed revenue from the American Legion Hall Fire. The insurance proceeds totaled $3,316,441. $183,781 will need to remain in Project 101425 American Legion Hall (ALH) Fire Remediation expenditures and there will be $12,487 left to allocate for future Capital Improvement needs.

Project Project Name Total
101061 Carpenter Road Area Soccer $500,000
101071 Neece Drive Boat $785,932
101109 River Overlook $150,000
101135 River Pavilion $100,000
101232 TRRP Riverwalk Trail $210,241
101476 Vegetation Management $329,000
101477 Mancini Park $450,000
101478 TRRP - B Picnic Area $375,000
#1..
- 8 -
Finance Committee, November 13, 2024
Monthly Budget Adjustment Report

Page 2 of 2 ends

101527 Gateway - Temporary Parking Improvements at Gateway $200,000 101528 Carpenter Road Area Fish Habitat Restoration $20,000 Total to Allocate $3,120,173
 A budget adjustment is necessary in the amount of $350,000 in the Tuolumne River Regional Park (TRRP) Capital Improvement Fund 6710 Project 101478 TRRP – B Improvements to decrease the expenditures to clean—up the current budget. The original budget was reduced as part of the American Rescue Plan Act (ARPA) reallocation which redirected $350,000 from this project to be covered by ARPA funding.

The $350,000 reallocation budget was established in Project 101432 – TRRP B Picnic and Restroom which reside in Fund 6720 TRRP Special Revenue Fund which houses ARPA pass through dollars.
#1..
- 9 -
Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Approved
by CM,
BM or DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-221 BM 0100 General Fund CED - Building Safety Budget Only - Salary Adjustment - Decrease Exp $ (77,621) $ (1,400) $ (79,021) AT-221 BM 0100 General Fund CED - Building Safety Budget Only - Benefit Adjustment - Decrease Exp $ (33,266) $ (600) $ (33,866) AT-221 BM 0100 General Fund CED - Building Safety Legal Services Exp $ 18,676 $ 2,000 $ 20,676 AT-224 DD 0100 General Fund CAO - City Attorney's Office Budget Only - Salary Adjustment - Decrease Exp $ (237,797) $ (12,000) $ (249,797) AT-224 DD 0100 General Fund CAO - City Attorney's Office Budget Only - Benefits Adjustment - Decrease Exp $ (59,158) $ (8,000) $ (67,158)
AT-224 DD 0100 General Fund CAO - City Attorney's Office Legal Services Exp $ 447,423 $ 20,000 $ 467,423 AT-242 OPMB Dir 0100 General Fund 18210 - Fire Suppression Budget Only - Salary Adj Decrease Exp $ (142,766) $ (144,600) $ (287,366) AT-242 OPMB Dir 0100 General Fund 18210 - Fire Suppression Budget Only - Benefit Adj Decrease Exp $ (95,178) $ (96,400) $ (191,578) AT-242 OPMB Dir 0100 General Fund 18210 - Fire Suppression Personal Protection Equipment Exp $ 177,332 $ 241,000 $ 418,332 Total Changes for Fund 0100 $ (2,355) $ - $ (2,355)
AT-238 CM
1210 Downtown Modesto Community Be CED - Downtown Modesto Community Benefit District
Special Assessments
Rev $ 780,150 $ 33,212
$ 813,362
AT-238 CM
1210 Downtown Modesto Community Be CED - Downtown Modesto Community Benefit District
Intergovernmental Services - Other
Exp $ 780,150 $ 33,212
$ 813,362
AT-239 CM
1210 Downtown Modesto Community Be CED - Downtown Modesto Community Benefit District
Special Assessments
Rev $ 813,362 $ 26,620
$ 839,982
AT-239 CM
1210 Downtown Modesto Community Be CED - Downtown Modesto Community Benefit District
Intergovernmental Services - Local
Exp $ 33,212 $ 26,620
$ 59,832
Total Changes for Fund 1210 $ 2,406,874 $ 119,664 $ 2,526,538 AT-234 BM
1390 American Rescue Grants Fund 101401 - CMO - ARPA 2021 Standard AllowAppr Unit C (Disc Repl) Exp $ 500,000 $ (395,304)
$ 104,696
AT-234 BM
1390 American Rescue Grants Fund 101401 - CMO - ARPA 2021 Standard AllowAppr Unit D (Disc Repl) Exp $ - $ 395,304
$ 395,304
Total Changes for Fund 1390 $ 500,000 $ - $ 500,000
AT-225 CM 1410 Measure L Road Tax Fund Traffic Management Transfer Out to Fund 3160 To $ - $ 45,549 $ 45,549 A budget adjustment is necessary to establish a transfer from the Measure L Road Tax Funds - Traffic Management category for Project 100940 - Synchronize Traffic Signals.

This was approved the Citizens Transportation Sales Tax Commission on 9/5/2024.

Total Changes for Fund 1410 $ - $ 45,549 $ 45,549
AT-228 CM 1730 Gas Tax Fund Transfer Out - Fund 1730 Transfer Out to Fund 3160 TO $ 43,470 $ 46,839 $ 90,309 A budget adjustment is necessary to increase the transfer out from Fund 1730 - Gas Tax Fund reserves to Project 101188 - Retroreflective Backplates. The project had a gap in the grant for expenses from 4/2/24 to 5/21/24. As a result, those expenses need to be covered by local funds. The increase in the project budget transfer will come from Gas Tax Fund reserves.

Total Changes for Fund 1730 $ 43,470 $ 46,839 $ 90,309
AT-225 CM 3160 Capital Grants - Streets CIP
Projects
100940 - Synchronize Traffic Signals
Downtown 2015 Transfer In from Fund 1410 TI $ - $ 45,549 $ 45,549 A budget adjustment is necessary to establish a transfer from the Measure L Road Tax Funds - Traffic Management category for Project 100940 - Synchronize Traffic Signals.

This was approved the Citizens Transportation Sales Tax Commission on 9/5/2024.

AT-228 CM 3160 Capital Grants - Streets CIP
Projects 101188 - Retroreflective Backplates Transfer In from Fund 1730 TI $ 43,470 $ 46,839 $ 90,309 AT-228 CM 3160 Capital Grants - Streets CIP
Projects 101188 - Retroreflective Backplates Construction Administration Exp $ 80,983 $ 10,553 $ 91,536 AT-228 CM 3160 Capital Grants - Streets CIP
Projects 101188 - Retroreflective Backplates Construction Exp $ 566,317 $ 31,286 $ 597,603 AT-228 CM 3160 Capital Grants - Streets CIP
Projects 101188 - Retroreflective Backplates Contingency - CIP Exp 56632 $ 5,000 $ 61,632 Total Changes for Fund 3160 $ 690,770 $ 139,227 $ 886,629 AT-223 CM 3218 Kiernan Business Park South #2
CFD Fund - Capital
CED - Kiernan Business Park South #2
CFD Annex
Special Assessments - Annual Maintenance
Tax Rev $ - $ 36,498 $ 36,498
AT-223 CM 3218 Kiernan Business Park South #2
CFD Fund - Capital
CED - Kiernan Business Park South #2
CFD Annex Interest Revenue on Bank Accounts Rev $ - $ 252 $ 252 AT-223 CM 3218 Kiernan Business Park South #2
CFD Fund - Capital
CED - Kiernan Business Park South #2
CFD Annex Professional Services Exp $ 10,000 $ 4,500 $ 14,500 Total Changes for Fund 3218 $ 10,000 $ 41,250 $ 51,250
AT-222 BM 3246 Fairview Village #2 CFD CED - Fairview Village #2 Annexation CS-CD-Times Materials Fees Rev $ 35,121 $ 13,324 $ 48,445 AT-222 BM 3246 Fairview Village #2 CFD CED - Fairview Village #2 Annexation Professional Services Exp $ 26,725 $ 4,500 $ 31,225 Total Changes for Fund 3246 $ 61,846 $ 17,824 $ 79,670
A budget adjustment of $2,000 is necessary to move salary savings in Appropriation Unit A to underbudgeted Legal Services expense in Appropriation Unit C.

A budget adjustment is necessary to recognize the additional revenue received in FY23- 24 for CS-CD-Time and Material Fees and allocate it to Professional Services.

A budget adjustment is necessary to reallocate salary savings from Appropriation Unit A to the Legal Services account in Appropriation C. The reallocation is necessary as the actuals for legal services expenses came in higher. The overall budget for the City Attorney's Office is not changing as the adjustment is moving budget from one appropriation to another within the cost center.

A budget adjustment is necessary to increase the transfer out from Fund 1730 - Gas Tax Fund reserves to Project 101188 - Retroreflective Backplates. The project had a gap in the grant for expenses from 4/2/24 to 5/21/24. As a result, those expenses need to be covered by local funds. The increase in the project budget transfer will come from Gas Tax Fund reserves.

A budget adjustment is necessary to reallocate the budget between tasks on project 101401 for tracking of the OAC implementation costs. The asset will be held in Fund 5230 and a transfer out to the fund is necessary so that the expense tied to implementation costs is offset by ARPA funding.

A budget adjustment of $33,212 is necessary to increase the revenue budget in Fund 1210 to recognize extra revenues to the Downtown Modesto Community Benefit District. The expense budget in expense account 53505 (Intergovernmental Services - Other) will also be increased by $33,212. This budget is a pass-through budget in which an assessment is collected and then the expenditures are paid directly out of the assessment.

A budget adjustment in the amount of $241,000 is needed to move salary savings in Appr Unit A to underbudgeted Person Protection Equipment expenses in Appr Unit C in the General Fund (0100) MPD- Fire Suppression Cost Center (18210). The overall budget is not changing.

A budget adjustment of $26,620 is necessary to increase the revenue budget in Fund 1210 to recognize extra revenues to the Downtown Modesto Community Benefit District. The expense budget in expense account 53505 (Intergovernmental Services - Local) will also be increased by $26,620. This budget is a pass-through budget in which an assessment is collected and then the expenditures are paid directly out of the assessment.

A budget adjustment is necessary to recognize the revenue received in FY23-24 for special assessments and increase the expense budget to Professional services. This adjustment will increase the revenue and expense budgets for fund 3218 to $36,750. #1..
- 10 -
Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Approved
by CM,
BM or DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-231 BM 4100 Water Fund Transfer Out - Water Fund Transfer Out to Fund 4140 TO $ - $ 32,062 $ 32,062 A budget adjustment is necessary to reestablish the transfer out from Fund 4100 - Water Fund for Project 101112. The transfer out to the projects lapsed in Oracle and as part of the operating budget process, the remaining transfer out budgeted is being re-established.

Total Changes for Fund 4100 $ - $ 32,062 $ 32,062
AT-229 BM 4112 Water PCE Mitigation Fund UTL - Water PCE Mitigation Services City Forces - Interfund Exp $ 24,820 $ 1,511 $ 26,331 A budget adjustment is necessary to increase the Water PCE Mitigation Fund 4112 by $1,511 to account for additional expenses related to staff time to the fund for work during Fiscal Year 2023-24. The increase in budget will come from fund reserves and is not tied to the rate payers.

Total Changes for Fund 4112 $ 24,820 $ 1,511 $ 26,331
AT-220 BM 4892 Green Waste Fund PW - Community Forestry Budget Only - Salary Adjustment - Decrease Exp $ - $ (33,250) $ (33,250) AT-220 BM 4892 Green Waste Fund PW - Community Forestry Budget Only - Benefit Adjustment - Decrease Exp $ - $ (14,250) $ (14,250) AT-220 BM 4892 Green Waste Fund PW - Green Waste Collection Dump Fees - Pruned Refuse Exp $ 179,188 $ 25,250 $ 204,438 AT-220 BM 4892 Green Waste Fund PW - Green Waste Collection Dump Fees - Forestry Brush Exp $ 130,358 $ 22,250 $ 152,608 Total Changes for Fund 4892 $ 309,546 $ - $ 309,546
AT-227 DD 5320 Insurance - Workers
Compensation HR - Workers Compensation Annual Physical Examination Exp $ 159,134 $ (37,772) $ 121,362 AT-227 DD 5320 Insurance - Workers
Compensation HR - Workers Compensation Claims Payments Exp $ 4,227,000 $ 37,772 $ 4,264,772 Total Changes for Fund 5320 $ 4,386,134 $ - $ 4,386,134 AT-218 BM Various Various ISF Funds Various Various Rev $ 22,135,782 $ (3,987) $ 22,131,795 A budget adjustment is necessary to reduce the ISF related expenses and revenues in 52310 - PW City 10th Street Place JPA Operations Services and various ISF Revenue account due to an employee who as previously housed in 52310 was moved to a vacant positions in a different Cost Center. No City employees were housed in 52310 from Feb-Jun. The ISF Fund balances are sufficient enough to absorb the decrease in revenue.

Total Changes for Various Funds $ 22,135,782 $ (3,987) $ 22,131,795 AT-218 BM 5810 10th Street Place Building
Services 52310 - City 10th Street Place JPA Ops Various Exp $ 11,960 $ (3,987) $ 7,973 A budget adjustment is necessary to reduce the ISF related expenses and revenues in 52310 - PW City 10th Street Place JPA Operations Services and various ISF Revenue account due to an employee who as previously housed in 52310 was moved to a vacant positions in a different Cost Center. No City employees were housed in 52310 from Feb-Jun. The ISF Fund balances are sufficient enough to absorb the decrease in revenue.

Total Changes for Fund 5810 $ 11,960 $ (3,987) $ 7,973
A budget adjustment is necessary to reallocate budget from the Appr. Unit A to C within the Workers Compensation Fund to account for an increase in claims payments during the year. The overall budget cost center is not changing as there are sufficient savings in Appropriation Unit A for the adjustment.

A budget adjustment of $47,500 is necessary within Fund 4892 to move salary savings from Appropriation Unit A to increase underbudgeted discretionary expense budgets. #1..
- 11 -
Department Director/Director of Office Performance and Budget (OPMB)/City Manager Approved Budget AEXHIBIT B For FY2024/25
AT #
Approved
by CM,
Director
OPMB or
DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-036 OPMB Dir 1342 Grants - Police 101621 - 2024-25 Raymus Grant Miscellaneous Donation/Contribution Rev $ - $ 17,450 $ 17,450 AT-036 OPMB Dir 1342 Grants - Police 101621 - 2024-25 Raymus Grant Tools & Field Supplies <$5,000 Exp $ - $ 17,450 $ 17,450 AT-045 OPMB Dir 1342 Police Grants 101626 - FY24/25 SLESF Appr Unit C - Tools and Field Supplies Exp $ - $ 25,000 $ 25,000 A budget adjustment is necessary to establish the initial project budget in the amount of $25,000.

AT-046 OPMB Dir 1342 Police Grants 101539 - FY23/24 SLESF Interest Revenue on Bank Account Rev $ - $ 10,922 $ 10,922 AT-046 OPMB Dir 1342 Police Grants 101539 - FY23/24 SLESF Appr Unit C - Tools and Field Supplies Exp $ 500,384 $ 10,922 $ 511,306 AT-047 OPMB Dir 1342 Police Grants 101355 - FY21/22 SLESF Interest Revenue on Bank Account Rev $ 10,428 $ 16,390 $ 26,818 AT-047 OPMB Dir 1342 Police Grants 101355 - FY21/22 SLESF Appr Unit C - Tools and Field Supplies Exp $ 311,676 $ 16,390 $ 328,066 AT-048 OPMB Dir 1342 Police Grants 101059 - FY17/18 SLESF Interest Revenue on Bank Account Rev $ 40,141 $ 5,454 $ 45,595 AT-048 OPMB Dir 1342 Police Grants 101059 - FY17/18 SLESF Appr Unit C - Tools and Field Supplies Exp $ 276,688 $ 5,454 $ 282,142 AT-049 OPMB Dir 1342 Police Grants 101284 - FY20/21 SLESF Interest Revenue on Bank Account Rev $ 16,245 $ 12,711 $ 28,956 AT-049 OPMB Dir 1342 Police Grants 101284 - FY20/21 SLESF Appr Unit C - Tools and Field Supplies Exp $ 495,678 $ 12,711 $ 508,389 AT-050 OPMB Dir 1342 Police Grants 101217 - FY19/20 SLESF Interest Revenue on Bank Account Rev $ 12,641 $ 3,273 $ 15,914 AT-050 OPMB Dir 1342 Police Grants 101217 - FY19/20 SLESF Appr Unit C - Tools and Field Supplies Exp $ 144,432 $ 3,273 $ 147,705 AT-051 CM 1342 Police Grants 101424 - FY22/23 SLESF Interest Revenue on Bank Account Rev $ 6,155 $ 27,312 $ 33,467 AT-051 CM 1342 Police Grants 101424 - FY22/23 SLESF Appr Unit C - Tools and Field Supplies Exp $ 639,064 $ 27,312 $ 666,376 AT-052 CM 1342 Police Grants 101629 - FY24/25 OTS STEP Grant Intergov - State - Office of Traffic Safety Rev $ - $ 50,000 $ 50,000 AT-052 CM 1342 Police Grants 101629 - FY24/25 OTS STEP Grant Appr Unit A - Police Overtime Exp $ - $ 50,000 $ 50,000 Total Changes for Fund 1342 $ 2,453,532 $ 312,024 $ 2,765,556 AT-037 OPMB Dir 1380 Non-Capital Parks Fund 101229 - 19th & H St Fountain Appr Unit C Exp $ 26,221 $ (16,221) $ 10,000 AT-037 OPMB Dir 1380 Non-Capital Parks Fund 101229 - 19th & H St Fountain Appr Unit C - 10385 Exp $ - $ 16,221 $ 16,221 Total Changes for Fund 1380 $ 26,221 $ - $ 26,221
AT-044 OPMB Dir 1390 American Rescue Plan Act 101520 - ARPA Safe Parking Appr Unit C - Professional Services Exp $ 24,722 $ (17,522) $ 7,200 AT-044 OPMB Dir 1390 American Rescue Plan Act 101520 - ARPA Safe Parking Appr Unit C - Marketing Services Exp $ 76,000 $ (41,973) $ 34,027 AT-044 OPMB Dir 1390 American Rescue Plan Act 101520 - ARPA Safe Parking Appr Unit C - Direct Grants Exp $ 161,000 $ 59,495 $ 220,495 Total Changes for Fund 1390 $ 261,722 $ - $ 261,722
AT-053 OPMB Dir 1800 Economic Development/Strategic
Plan Fund 101630 - Scannell Annexation CS - CD - Time and Materials Fee Rev $ - $ 10,000 $ 10,000 AT-053 OPMB Dir 1800 Economic Development/Strategic
Plan Fund 101630 - Scannell Annexation Appr Unit C - Svcs City Forces - Interfund Exp $ - $ 3,000 $ 3,000 AT-053 OPMB Dir 1800 Economic Development/Strategic
Plan Fund 101630 - Scannell Annexation Appr Unit C - Professional Services Exp $ - $ 7,000 $ 7,000 Total Changes for Fund 1800 $ - $ 20,000 $ 20,000
AT-041 OPMB Dir 3122 Measure H - Non-Capital Projects 101623 - Area Command Div Remodel Appr Unit C Exp $ 150,000 $ (150,000) $ - AT-041 OPMB Dir 3122 Measure H - Non-Capital Projects 101623 - Area Command Div Remodel AUC - EDA Exp $ - $ 150,000 $ 150,000 Total Changes for Fund 3122 $ 150,000 $ - $ 150,000
AT-034 OPMB Dir 3160 Capital Grants - Streets CIP
Projects
101119 - SR 132 West Expressway
Construction CA-CFF Exp $ 6,601,536 $ (149,697) $ 6,451,839 AT-034 OPMB Dir 3160 Capital Grants - Streets CIP
Projects
101119 - SR 132 West Expressway
Construction CA-WSPCFF Exp $ 3,269,350 $ 149,697 $ 3,419,047 AT-035 OPMB Dir 3160 Capital Grants - Streets CIP
Projects
101063 - Pelandale Ave. Interchange
Phase 2 Utility and EIR-AT&T-CFF Exp $ 138,599 $ (60,671) $ 77,928 AT-035 OPMB Dir 3160 Capital Grants - Streets CIP
Projects
101063 - Pelandale Ave. Interchange
Phase 2 LA-R/W Capital-CFF Exp $ 263,840 $ 60,671 $ 324,511 Total Changes for Fund 3160 $ 10,273,325 $ - $ 10,273,325 AT-056 OPMB Dir 3218 KBP South #2 CED - Kiernan Business Park South #2 CFD Annexation Legal Services Exp $ - $ 1,131 $ 1,131
Increase budget line item 53450 - Legal Services - Kiernan Business Park South #2 to $1,131 to cover expenses for Norton Rose Fullbright invoice. This increase will be funded by the developer deposit.

Total Changes for Fund 3218 $ - $ 1,131 $ 1,131
A budget adjustment is necessary to establish the initial project budget in the amount of $50,000. The remaining budget will be established pending Council approval.

A budget adjustment is necessary to establish the budget for a time and material project for the Scannell Project. The project is funded by a $10,000.00 deposit.

A budget adjustment is necessary to increase the revenue and expense budget for the project based on interest revenue received in Fiscal Year 23-24.

A budget adjustment is necessary to move budget from the CA-CFF task to the CAWPCFF task to account for the fourth amendment to WSP USA Inc. The amendment is for $149,697. There is no additional funding being added to the project. This adjustment is only reallocating funds between tasks for tracking purposes.

A budget adjustment is necessary to reallocate funds within tasks on the project for the final agreement with property over at 4125 Sick Road for a partial acquisition and Public Utilities Easement. The overall project budget is not changing.

A budget adjustment is necessary in the amount of $17,450 to recognize the revenue received and program offsetting expenses in the same amount from Raymus Foundation Grant to the Police Department.

A budget adjustment is necessary to reallocation $16,221 to task Appr Unit C - 10385 which will be reimbursed by the Stanislaus Community Foundation. There will be no effect on the overall project budget.

A budget adjustment is necessary to reallocate funds to a from the general Appr. Unit C task to a new AUC - EDA task to allow for better tracking within the project. The overall project budget is not changing.

A budget adjustment in the amount of $59,495 is necessary to move ARPA funds within task lines in the Safe Park Project 101520 to algin with the needs of the project.

There is no impact to the General Fund.
#1..
- 12 -
Department Director/Director of Office Performance and Budget (OPMB)/City Manager Approved Budget AEXHIBIT B For FY2024/25
AT #
Approved
by CM,
Director
OPMB or
DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-057 OPMB Dir 3246 Fairview Village #2 CED - Fairview Village #2 Annexation Legal Services Exp $ 99 $ 4,901 $ 5,000 AT-057 OPMB Dir 3246 Fairview Village #2 CED - Fairview Village #2 Annexation Services City Forces - Interfund Exp $ - $ 10,000 $ 10,000 Total Changes for Fund 3246 $ 99 $ 14,901 $ 15,000
AT-059 DD 4100 Water Fund UTL - Water Conservation Budget Only - Salary Adjustment - Decrease Exp $ - $ (71,806) $ (71,806) AT-059 DD 4100 Water Fund UTL - Water Conservation Budget Only - Salary Adjustment - Decrease Exp $ - $ (32,266) $ (32,266) AT-059 DD 4100 Water Fund UTL - Water Services Administration Budget Only - Salary Adjustment - Increase Exp $ - $ 71,806 $ 71,806 AT-059 DD 4100 Water Fund UTL - Water Services Administration Budget Only - Salary Adjustment - Increase Exp $ - $ 32,266 $ 32,266 Total Changes for Fund 4100 $ - $ - $ -
AT-039 OPMB Dir 4180 Water Fund - CIP Projects 101080 - Grayson Well 274 (Surface) Construction Exp $ 2,683,800 $ (24,962) $ 2,658,838 AT-039 OPMB Dir 4180 Water Fund - CIP Projects 101080 - Grayson Well 274 (Surface) Eng/Design/Admin Exp $ 117,860 $ (8,345) $ 109,515 AT-039 OPMB Dir 4180 Water Fund - CIP Projects 101080 - Grayson Well 274 (Surface) Contingency - CIP Exp $ 377,570 $ 25,000 $ 402,570 AT-039 OPMB Dir 4180 Water Fund - CIP Projects 101080 - Grayson Well 274 (Surface) Construction Administration Exp $ 602,598 $ 11,000 $ 613,598 Total Changes for Fund 4180 $ 3,781,828 $ 2,693 $ 3,784,521 AT-031 OPMB Dir 4210 Wastewater 101620 - Sonoma Sewer Trunk Extension Phase 4B EDA Exp $ - $ 25,000 $ 25,000 A budget adjustment is necessary to establish the initial project budget in the amount of $25,000.

AT-032 OPMB Dir 4120 Wastewater 101622 - Empire Sewer Trunk Improvement EDA Exp $ - $ 25,000 $ 25,000 A budget adjustment is necessary to establish the initial project budget in the amount of $25,000.

AT-042 OPMB Dir 4210 Sewer Operations Fund 100931 - Plant Structural Construction Exp $ 2,670,487 $ (202,435) $ 2,468,052 AT-042 OPMB Dir 4210 Sewer Operations Fund 100931 - Plant Structural Contingency - CIP Exp $ 148,218 $ 202,435 $ 350,653 AT-043 CM 4210 Sewer Operations Fund 101625 - North Trunk Phase 2 EDA Exp $ - $ 50,000 $ 50,000 A budget adjustment is necessary to establish the initial project budget in the amount of $50,000.

AT-055 OPMB Dir 4210 Sewer Operations Fund 100793 - Roosevelt Park Cross Conn EDA Exp $ 690,295 $ (10,000) $ 680,295 AT-055 OPMB Dir 4210 Sewer Operations Fund 100793 - Roosevelt Park Cross Conn CA Exp $ 818,262 $ 10,000 $ 828,262 Total Changes for Fund 4210 $ 4,327,262 $ 100,000 $ 4,427,262 AT-040 OPMB Dir 4212 Wastewater PCE Mitigation 100668 - WW PCE Mitigation Site 1 Discretionary Expenses Exp $ 2,042,599 $ 115,000 $ 2,157,599 Increase the budget related to Wastewater PCE Mitigation matters to account for expenses in Fiscal Year 2024-25.

Total Changes for Fund 4212 $ 2,042,599 $ 115,000 $ 2,157,599 AT-038 OPMB Dir 4895 Waste to Energy Distribution Fund PW - Waste-to-Energy Administration Legal Services Exp $ 3,000 $ 10,000 $ 13,000 The City Attorney Office continues to consult on Covanta issues and additional funding needs to be added to cover these ongoing services. There are sufficient fund reserves to cover the increase in expense budget.

Total Changes for Fund 4895 $ 3,000 $ 10,000 $ 13,000
AT-033 OPMB Dir 6710 TRRP CIP Fund 101071 - Neece Drive Boat Launch CTGY-CIP Exp $ 236,206 $ 20,932 $ 257,138 A budget adjustment is necessary to increase the Contingency - CIP budget for the final invoice payment.

Total Changes for Fund 6710 $ 236,206 $ 20,932 $ 257,138 A budget adjustment is necessary to reallocate budget between task to pay for an outstanding invoice. The overall project budget is not changing.

Increase budget line item 53450 - Legal Services - Fairview Village #2 to $5,000 to cover expenses for Norton Rose Fullbright invoice. Increase budget line item 54500 - Services City Forces - Interfund - Fairview Village #2 to $10,000 to cover future CFD formation expenses. These increases will be funded by developer deposits.

A budget adjustment is necessary to move the allocation of one Administrative Office Assistant (OPN 0389) from cost center 45065 to cost center 45010 within the Water Fund (4100).

A budget adjustment is necessary to reallocate funds between tasks on Project 101080 to pay for outstanding change orders on the project. The increase in budget for the CA task will come from the Water Fund reserves.

A budget adjustment is necessary to reallocate funds between tasks on Project 100931 to pay for outstanding change orders on the project. The overall project budget is not changing.
#1..
- 13 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 13, 2024
Date: October 21, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: OpenGov Change Order Request
CONTACT: DeAnna Christensen, Director of Finance, [email protected], 209-577-5387
DESCRIPTION:

Consider a Change Order to the Agreement with OpenGov Inc., San Francisco, CA for the Public Bidding Solution Subscription increasing the Agreement amount by $13,975 and forwarding to Council for approval. (Funding Source: General Fund, Capital Improvement Fund, and Utility Funds)
STRATEGIC PLAN ELEMENT:

This item advances the City of Modesto 2020-2025 Strategic Plan Area: Governance and Service Delivery: “build community trust in City government through responsive, transparent and efficient service delivery”; Goal J: “build a high-performance organization”.

BACKGROUND:

The Finance Department Purchasing Division currently utilizes a combination of Microsoft Office Suite (communication and bid document development), PlanetBids (bid posting), Microsoft Office Suite (evaluation rating), and Microsoft Word (contract preparation). The current public bidding posting, PlanetBids, has been in place since June 13, 2005 (about 19 years old) and is solely used to post all City formal bids and proposals. PlanetBids is used as a platform for prospective vendors to register at no cost to be notified when bids are posted by the City and the platform tracks viewing and downloading history for each bid. With the various software tools, the process can be cumbersome to manage document version control and the project management of each bid.

For Contract Management, the City utilizes Microsoft Office Suite to manage contract preparation and Outlook email to facilitate the informal review. To monitor insurance requirements for the agreement, the City utilizes a third-party insurance tracking system called PINS which requires the vendor to login into the PINS system to upload all insurance #2..
- 14 -
Finance Committee, November 13, 2024
OpenGov Change Order Request

Page 2 of 3 ends

documents. All insurance requirements are reviewed and approved by Risk Management before agreements are finalized for signature.

On October 10, 2023, Council approved the Final Adoption of Ordinance 3766-C.S to amend the Modesto Municipal Code (MMC) to address the increase in City Manager authority and formal bidding requirements. In addition, this MMC update allowed the option for Electronic Bidding. Currently, all prospective bidders submit a hard copy bid package to the City Clerk’s office but with the MMC change the bidders will now have an option to submit their bids electronically which will allow more efficiencies to how we manage our bid documents.

On June 11, 2024, under Resolution 2024-206, Council approved the purchase of a New Public Bidding Solution Subscription with OpenGov Inc., San Francisco, CA in the amount of $276,136 over three years. This new bidding solution will replace our current bidding solution, PlanetBids the City has used for nineteen (19) years.

DISCUSSION:

City staff began the implementation of OpenGov in July 2024, and as part of the discovery phase of OpenGov, City staff learned of a Contract Management module included as part of the Public Bidding module. By implementing the Contract Management module, it would provide the following benefits for the development of the contract:
 Establish improved document control (set contract template control)  Incorporate electronic contract review with the vendor and City reviewers  Automation with managing all changes into one collaborative document  Track insurance requirements of contracts and expiration dates into one centralized system instead of a secondary system
 Simplify the contract review and insurance requirement for the awarding vendor  Enhance greater controls, efficiency and collaboration with contract review The contract management module of OpenGov will greatly improve the City’s existing processes, minimize risk with errors, collaborate across all City departments and vendors, and provides better system controls. This change order will provide professional services to assist the City with establishing the contract templates, guidance on training guides and subject matter expert training for our end users and administrators.

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(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects. By incorporating Contract management into one centralize system there will be centralize processes to not only facilitate the bidding process but improve the overall contract management process. This will create increased efficiency from the vendor’s standpoint as they will be able to monitor the bid and contract through the OpenGov portal system.

FISCAL IMPACT:

The change order request in the amount of $13,975 will be funded through the funding sources of those departments that utilize the bidding and contract management tool. These funding #2..
- 15 -
Finance Committee, November 13, 2024
OpenGov Change Order Request

Page 3 of 3 ends

sources would include the General Fund, Capital Improvement Fund and Utility Funds. The methodology used to allocate the cost for this change order will be based on the number of contracts issued over a year period and will continue to be re-evaluated annually as part of the annual cost of the subscription for this system.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Change Order to the Agreement with OpenGov Inc., San Francisco, CA for the Public Bidding Solution Subscription increasing the amount by $13,975 for a new total amount not to exceed $290,111 and forwarding to Council for approval.

Approved by: _____
DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:

1. OpenGov Change Order and Quote
#2..
- 16 -
https://opengov.com | 1
Order Number:

Created On:

Quote Expiration Date:

Services Start Date:

Q017267
September 24, 2024
October 25, 2024
September 25, 2024
Prepared By:

Email:

Contract Term:

OpenGov Inc.
660 3rd Street, Suite 100
San Francisco, CA 94107
United States
Kate Bloom
[email protected]
Professional Services
Customer Information
Customer:

Bill To/Ship To:

City of Modesto, CA
PO Box 642
Modesto, CA US
Contact Name:

Email:

DeAnna Christensen
[email protected]
Order Details
Billing Frequency: Upfront Payment Terms: Net 30
PROFESSIONAL SERVICES:

Product / Service Start Date Total Amount
Professional Services Deployment - Prepaid September 25, 2024 $13,975.00 Services Total Amount $13,975.00
Order Form Legal Terms
Welcome to OpenGov!
This Order Form incorporates the OpenGov Master Services Agreement ("MSA") attached here or available at https://opengov.com/terms-ofservice/master-services-agreement/ . The "Agreement" between OpenGov and the entity identified above ("Customer") consists of the Order Form, MSA, and, if Professional Services are purchased, the Statement of Work. Unless otherwise specified above, fees for the Software Services and Professional Services shall be due and payable, in advance, 30 days from receipt of the invoice. By signing this Agreement, Customer acknowledges that it has reviewed, and agrees to be legally bound by the Agreement. Each party’s acceptance of this Agreement is conditional upon the other’s acceptance of the Agreement to the exclusion of all other terms.

City of Modesto, CA
Signature: \s1\
OpenGov, Inc.

Signature: \s2\
Name: \n1\
Title: \t1\
Date: \d1\
Name: \n2\
Title: \t2\
Date: \d2\
#2..
- 17 -
OpenGov - Change Order Page 1
Project Change Order
Customer: City of Modesto, CA
Project: https://opengov.rocketlane.com/projects/382103/overview Document Number: CO-01
Date Requested: 09/18/2024
Requested by: Kate Bloom
Reason for Change
The City has decided to move forward with implementing Contract Management which was not included in the current Scope of Work.

Scope of Change
Create and Manage Contracts
OpenGov will:
● Provide one (1) - one hour Overview of the Contract Management Solution to Customer’s System Administrator(s).
● Provide guidance and instruction to System Administrator on creating and managing contracts.

Customer will:
● Attend scheduled System Overview
● Create and manage contract records in the system with guidance from OpenGov.

Completion Criteria
● Contracts training has been conducted.

Contract Template Deployment
OpenGov will:
● Review & configure agreed upon contract templates.
● Configure up to five (5) total Contract Template(s) from customer provided standard boilerplate templates :
○ four(4) Non-Construction Contract Template will be built based on examples collected from the customer up to fifty (50) pages in length. #2..
- 18 -
OpenGov - Change Order Page 2
○ one (1) Construction Contract Template will be built based on examples collected from the customer up to fifty (50) pages in length.

OpenGov Assumption:
● Customer provided the following templates prior to the creation of the SOW that reflect the assumptions above including:

1. On Call Consultant Agreement

2. Construction Contract

3. Agreement Standard Consultant

4. Agreement Services (No Council prevailing wage)

5. Agreement Purchase (Goods)
Customer will:
● Provide templates with standard boilerplate language. ● Test the configuration of each template by creating test projects and provide feedback.
● Validate and provide signoff on Contract templates.

Completion Criteria
● Customer sign-off that the Contract Template(s) have been configured.

Procurement Training
OpenGov will:
● Provide up to five (5) hours of training on system functionality. Topics include:
○ Contract Document Developer Tools
Customer will:
● Attend training sessions as scheduled by the Project Manager and agreed to in the Project Plan.

Completion Criteria
● Training has been conducted.

Working Sessions
OpenGov will:
● Assign practice exercises to Customer to gain familiarization. ● Respond to questions regarding configured system functionality.

Customer will:
● Complete practice exercises to gain familiarization.
● Identify internal Admin Users & security permissions for all other users.

Completion Criteria
● Working sessions have been conducted.

Project Impact (Schedule and Cost)
#2..
- 19 -
OpenGov - Change Order Page 3
Project Schedule Impact: Project Closure date will be moved from 12/20/24 to 4/11/25.

Cost Impact: $13,975.00
Approvals
OpenGov Customer
Signature: Signature:

Name: Angelica Au
Name:

DeAnna
Christiansen
Title: Director of
Professional
Services-Procurem
ent
Title:

Director of
Finance
Date: 9/23/24 Date:
#2..
- 20 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 13, 2024
Date: October 23, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Online Auction Services – First Amendment
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider the First Amendment with Public Group, aka Public Surplus, Provo, UT for Online Auction Services increasing the Agreement amount by $400,000 and forwarding to Council for approval. (Funding Source: Various Fleet Replacement Funds) STRATEGIC PLAN ELEMENT:

BACKGROUND:

The Accounting Division of the Finance Department utilizes an auctioning service to address the City’s surplus of tangible assets, which typically consist of: (1) property and scrap accumulated by the City; and (2) surplus City vehicles and equipment, which have reached their useful life.

Items not sold online are discarded through an agreement with an e-waste vendor, local junk vendor or donated to a non-profit partner based on whether the surplus items can still be reused.

One of the City’s primary surplus auction items include the surplus of the City vehicles and equipment that have reached the end of their useful life. The Accounting Division coordinates with the Public Works Fleet Division to evaluate surplus fleet that are posted on the public auction site. This evaluation is performed on a regular basis, especially with the incoming of new Fleet Replacement vehicles and equipment.
#3..
- 21 -
Finance Committee, November 13, 2024
Online Auction Services – First Amendment

Page 2 of 3 ends

On March 5, 2024, under Resolution 2024-084, Council approved an Agreement for Online Public Auction Services to The Public Group doing business as (dba) Public Surplus, Provo, Utah, by utilizing the Competitive Bidding Process from Sourcewell1 for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount of $30,000 and a total amount not to exceed $150,000 over five (5) years. This new Agreement was effective May 1, 2024.

DISCUSSION:

With the use of online auction services under the new Agreement, the City has posted 36 auction sales of Fleet vehicles and equipment and the winning bid amounts came in significantly higher than anticipated. A majority of the starting bids range from $100-$400; however, these starting bids were not reflective of the Kelly Blue Book value of these assets, which triggered the inability to anticipate the fee cost for these auctions. The Accounting Division is working with the Fleet Division to modify the current process to ensure staff obtains the estimated Kelly Blue Book value of the anticipated selling price for each vehicle surplused. This change will allow the Finance Department to more accurately forecast the anticipated annual fees.

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(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services. This Amendment is essential to ensure we continue to sell the City’s Fleet surplus in preparation for delivery of the replacement Fleet vehicle and equipment and take advantage of these auction sales to cover the overall cost for the replacement.

FISCAL IMPACT:

The listing fee for Public Surplus is billed to the winning bidder as part of the cost of the winning bid amount. The pricing defined on the Sourcewell cooperative agreement is listed as a 7% fee, but Public Surplus has agreed to grandfather our current fee rate of 6.5%. In addition, there is a 3% payment collection fee to address the cost for Public Surplus to process the transaction and credit card fees. The overall fee applied to the winning bidder’s amount would be a total of

9.5%.

As of October 23, 2024, the Public Surplus fee generated for the 36 auction sales yielded $28,551. The Public Works Fleet Division anticipates the City will execute an average of approximately 50 auction sales annually and the winning bid amount could vary; however, City staff has implemented new procedures to calculate the estimated fees based on the Kelly Blue Book value of the surplus Fleet vehicles and equipment. Revenue from the sales is distributed into the City’s Fleet Replacement funds or other funds based on the funding source the original vehicle or equipment was purchased from.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the First Amendment with Public Group, aka Public Surplus, Provo, UT for Online Auction Services increasing the Agreement annual estimated amount by $50,000 to a revised annual estimated amount of $80,000 and increase the Agreement amount by $250,000 1 https://www.sourcewell-mn.gov/cooperative-purchasing/how-it-works #3..
- 22 -
Finance Committee, November 13, 2024
Online Auction Services – First Amendment

Page 3 of 3 ends

to a new total amount not to exceed $400,000 for the five-year term Agreement; and forwarding to Council for approval.

Approved by: _____
DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:

1. First Amendment

2. Original Agreement
#3..
- 23 -

FIRST AMENDMENT TO AGREEMENT

WITH PUBLIC SURPLUS FOR ONLINE AUCTION SERVICES
This First Amendment to the Agreement for ONLINE AUCTION SERVICES (“Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “CITY”) and PUBLIC SURPLUS, a California corporation hereinafter collectively referred to as “CONTRACTOR”.

RECITALS
This First Amendment to Agreement for Online Auction Services is made with regard to the following recitals:

WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for Online Auction Services on the 5th day of March, 2024 (the “Original Agreement”).

WHEREAS, CITY and CONTRACTOR desire to amend the Original Agreement to increase compensation by $50,000 annually and
NOW, THEREFORE, in consideration of this Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement and this Amendment, the parties agree as follows:

1. Section 1, paragraph (e), of the Original Agreement shall be replaced in its entirety with the following:

CONTRACTOR shall furnish said services for the compensation specified in Exhibit A, for an estimated annual amount $80,000 and a total amount not to exceed $400,000 over the full term of the AGREEMENT. CONTRACTOR shall charge an auction fee of 9.5%, which shall be paid by the buyer at no cost to the CITY. This auction fee shall control over any conflicting auction fees listed in Exhibit A.

2. Except as modified and amended by this Amendment, all other provisions #3..
- 24 -
of the Original Agreement, shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Amendment to Agreement for Consultant Services by its City Manager and attestation by its City Clerk under the authority of Resolution No. 2024-_____ on the ________ day of ___________, 2024, and CONTRACTOR has caused this Agreement to be duly executed as of the Effective Date.
#3..
- 25 -

AGREEMENT TRANSMITTAL SHEET
Subject of Agreement: Vendor Name: Division:

Contact Person: Extension: Attorney Reviewer Name:

The attached agreement is the final agreement approved by Council on and pulled from Unity for routing via DocuSign.

The attached agreement is the final version approved through the under $100,000 Unity Workflow review and pulled from Unity for routing via DocuSign.

PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
#3..
- 26 -
1 ANNUAL AGREEMENT NO. 261916

PUBLIC SURPLUS

FOR ONLINE AUCTION SERVICES
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ______ day of ______________ , 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and , hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-_____ authorizing the Award of Proposal and agreement for the furnishing of Online Auction Services to CONTRACTOR, attached hereof, and
WHEREAS, the CONTRACTOR provided a responsive and responsible submittal to Sourcewell, a State of Minnesota local government agency per RFP 012821, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the Online Auction SERVICES as described in RFP 012821, (hereinafter
called RFP).

NOW, THEREFORE, the parties hereto mutually agree as follows:
#3..
- 27 -
2 1. THE WORK:
a) CONTRACTOR shall furnish Online Auction Services, in strict accordance with the conditions of the complete AGREEMENT.
b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services for the compensation specified in Exhibit A, for an estimated annual amount $30,000 and a total amount not to exceed $150,000 over the full term of the AGREEMENT. CONTRACTOR shall charge an auction fee of 9.5%, which shall be paid by the buyer at no cost to the CITY. This auction fee shall control over any conflicting auction fees listed in Exhibit A.

3. CITY REPRESENTATIVE:

CITY Representative is: Maria Garnica, Accounting Manager Phone: (209) 577-5249 Purchasing: Carol Wattle, Senior Buyer Phone: (209) 577-5406 The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

4. CONTRACTOR REPRESENTATIVE:

Zackary Corbett, Product Manager Phone: 801-932-7000 xt 153, [email protected] 5. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of two years, with three one-year extension options at the sole discretion of CITY, for a total of up to five years.

Year 1: May 1, 2024 through April 30, 2025
#3..
- 28 -
3 Year 2: May 1, 2025 through April 30, 2026
Year 3: May 1, 2026 through April 30, 2027
Year 4: May 1, 2027 through April 30, 2028
Year 5: May 1, 2028 through April 30, 2029
Pricing as set forth in Section 1.e. above shall remain firm for the entire length of the AGREEMENT.

6. LIABILITY INSURANCE:

The CONTRACTOR 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 insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 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.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability. b. Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Workers' 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 per accident for bodily injury or disease.

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 CONTRACTOR shall promptly obtain a new policy, submit the same to Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR to furnish, deliver or maintain such insurance and #3..
- 29 -
4 certificates as above provided, this AGREEMENT, at the election of the CITY, may be forthwith declared suspended, or terminated. Failure of the CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR 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.

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 CONTRACTOR for the CITY.
ices) 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.

For any claims related to this AGREEMENT surance coverage shall be primary insurance as respects CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by CITY, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR insurance and shall not contribute with it.

7. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR ay Program.

The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
#3..
- 30 -
5 Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:

This AGREEMENT number - 261916
CITY department/division name and address
Billing period
Service hours worked day and week
Unit price, extended price, sales tax and total

8. INDEMNITY: The CONTRACTOR shall hold the CITY, its agents, officials, 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 CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT. bligation to defend, indemnify, and hold the CITY, its agents, officials, 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.

9. VENUE & GOVERNING LAW:

Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws provisions or principles.

10. : 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 #3..
- 31 -
6 be entitled to
entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

11. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2024-_______;
b. RFP No 012821;

12. TERMINATION OF SERVICES:

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 nonperformance. Within ten (10) days after receipt of notification, the breaching party shall correct any nonperformance 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: The City may also terminate this AGREEMENT the Contractor's performance under the Agreement, either in whole or in part, at its own discretion and without cause.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. 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; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
#3..
- 32 -
7 c. 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, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES 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 CONTRACTOR in performing the SERVICES 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 SERVICES 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 SERVICES and/or property related to the SERVICES;
h. 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 work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in 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 CONTRACTOR as of the termination date.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final #3..
- 33 -
8 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:
a. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site 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 for such SERVICES.

13. COMPLIANCE WITH ALL LAWS:

CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the SERVICES described herein, 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.

14. FAILURE TO PERFORM SATISFACTORY WORK: It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

Those discrepancies and deficiencies in the SERVICES that remains uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence.

Unless otherwise negotiated, billing adjustments for this incomplete or uncorrected work shall be permanent retention of 100% of the estimated monthly cost for the SERVICES not corrected or completed. #3..
- 34 -
9 15. ASSIGNMENT OF RIGHTS: The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this AGREEMENT or any allowed subcontract. The assignment made by CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective at the time the CITY makes final payment to the CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

16. CITY PROCESS/PROCEDURE APPROVALS: CITY approval of any process or procedure shall not relieve CONTRACTOR of its responsibility to furnish the required SERVICES meeting all specifications contained herein.

17. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES: If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at e cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage or perform the repairs and send an invoice to the CONTRACTOR for such costs, which shall be paid within thirty (30) days.

18. NOTICES:

Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered 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: The Public Group, LLC
PO Box 50676
Provo, UT 84606

CITY: City of Modesto
Purchasing Division
#3..
- 35 -
10 P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

19. SIGNATORY(IES) FOR CONTRACTOR:

Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and have full authority to, execute the AGREEMENT.

20. QUANTITIES: No minimum or maximum is guaranteed or implied.

21. FUNDING: All annual extensions are based upon continuous funding for that purpose by the City Council. Failure to fund any annual extension shall result in an immediate termination of the AGREEMENT without redress.

22. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES: If mutually agreeable to all parties, the issuance of any resultant contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply.

23. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of #3..
- 36 -
11 the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT. e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

24. CONTRACTOR LICENSES & PERMITS: CONTRACTOR warrants and represents that it possesses and shall maintain all licenses, and shall secure and maintain all necessary permits, necessary to perform the SERVICES.

25. RECORDS: All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY. CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse or otherwise dispose of the documents without ission. It is understood and agreed that the #3..
- 37 -
12 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.

26. FACILITIES AND EQUIPMENT: Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this AGREEMENT. CITY shall make available to CONTRACTOR only the facilities and equipment listed in

EXHIBIT

27. INDEPENDENT CONTRACTOR; NOT AGENT: At all times during the term of this AGREEMENT, CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the this AGREEMENT. Except as City may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this AGREEMENT to bind City to any obligation whatsoever.

28. DRUG FREE WORKPLACE: CONTRACTOR certifies that it is following and in compliance with Sections 8350 - 8355 of Chapter 5.5 of the Government Code, Drug Free Workplace Act whereby each person or organization awarded a contract/purchase order or grant for the procurement of any property or service from any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.

29. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance.

30. 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.

31. HEADINGS NOT CONTROLLING:
#3..
- 38 -
13 Headings used in the Agreement are for reference purposes only and shall not be considered in construing this AGREEMENT.

32. MISCELLANEOUS:

Time is of the essence in ormance under each provision of this AGREEMENT.

33. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTO bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the RFP, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the RFP and this AGREEMENT, this AGREEMENT shall control. All previous bids, 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. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

34. 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.

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested 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 Public Group a has caused this Agreement to be duly executed.
#3..
- 39 -

CITY OF MODESTO,
a municipal corporation
BY: ____________________________
FORREST EBBS, Acting City Manager
ATTEST:
(Seal)
BY: ____________________________

DIANE NAYARES-PEREZ, CMC,
City Clerk
________________________________ BY: ____________________________ By _____________________________
Name Title
BY: ____________________________
By _____________________________
Name Title
APPROVED AS TO FORM:

BY: ____________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

BY: ____________________________
CHRISTINA ALGER, Director of
Human Resources
Federal ID # ___________
#3..
- 40 -
#3..
- 41 -
#3..
- 42 -
#3..
- 43 -
#3..
- 44 -
#3..
- 45 -
#3..
- 46 -
#3..
- 47 -
#3..
- 48 -
#3..
- 49 -
#3..
- 50 -
#3..
- 51 -
#3..
- 52 -
#3..
- 53 -
#3..
- 54 -
#3..
- 55 -
#3..
- 56 -
#3..
- 57 -
#3..
- 58 -
#3..
- 59 -
#3..
- 60 -
#3..
- 61 -
#3..
- 62 -
#3..
- 63 -
#3..
- 64 -
bidadoo, Inc. Brindlee Mountain Fire Apparatus, LLC Bryan's Auction Services Copart, Inc. George Gideon Auctioneers, Inc. JJ Kane Associates, Inc. Liquidity Services Operations LLC dba GovDeals Municibid.com Peak Auto Auctions, LLC PropertyRoom.com, Inc. PropertyPilot LLC dba GovPilot Regal Auctions, Ltd. The Public Group Possible Points Conformance to Terms/ Conditions to Include Documentation 50 44 41 42 42 44 45 43 42 45 36 38 41 Pricing 400 317 265 316 285 336 343 308 326 341 190 306 336 Financial, Industry and Marketplace Successes 75 61 56 68 58 62 70 64 44 67 33 50 65 Bidder's Ability to Sell/ Service Contract Nationally 100 87 63 90 65 80 80 78 69 84 46 50 82 Bidder's Marketing Plan 50 42 36 46 43 43 47 42 33 45 21 42 43 Value Added Attributes 75 60 53 52 61 60 68 62 56 67 38 43 66 Warranty Coverages and Information 50 41 39 39 40 39 43 43 39 41 36 34 43 Selection and Variety of Products and Services Offered 200 158 155 140 145 150 167 148 145 176 85 154 165 Total Points 1,000 810 708 793 739 814 863 788 754 866 485 717 841 Rank Order 5 11 6 9 4 2 7 8 1 12 10 3 Greg Grunig, Procurement Lead Analyst Brandon Town, CPSM, CPSD, Procurement Analyst Bill Davison, CPPO, CPP, Procurement Analyst Carol Jackson, Procurement Analyst Proposal Evaluation Auction Services with Related Solutions RFP #012821 #3..
- 65 -
1 PIGGYBACK # 2324-31 ONLINE AUCTION SERVICES

PUBLIC SURPLUS

FINANCIAL INTEREST DISCLOSURE
in any
City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Bidder until all person with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

Bidder must therefore complete this Financial Interest Disclosure, listing by name all parties that have a material financial interest in the agreement, contract or development right.

PLEASE NOTE, any Council action that requires a Financial Interest Disclosure cannot be considered by the City Council until the required reporting is made. That means that City Council agenda items without the disclosure will be removed from the Council agenda.

Financial Interest Disclosure to City of Modesto
The Bidder shall identify any person with a financial interest in the Bidder by name, below.

F
Municipal Code section 2-10.02.

Persons having an aggregate economic interest in the Bidder less than two thousand dollars ($2,000.00) at all times prior to final Council action of the proposed contract are not required to be listed on the Financial Interest Disclosure.

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Bidder meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-

10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Bidder is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
#3..
- 66 -
2 PIGGYBACK # 2324-31 ONLINE AUCTION SERVICES

PUBLIC SURPLUS
Print Names of Persons Having a Financial Interest in Bidder Receiving this Agreement:

First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
By signing this document, I agree to the information contained within.

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
#3..
- 67 -

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

March 5, 2024
Date: January 30, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Online Public Surplus Auction Agreement
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164 DESCRIPTION:

Consider approving an Agreement for Online Public Auction Services to The Public Group doing business as (dba) Public Surplus, Provo, Utah, for a total amount not to exceed $150,000 over five years. (Funding Source: Fleet Replacement Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan Focus of Governance and Service Delivery under goal H: Achieve Financial Sustainability.

BACKGROUND:

Items not sold online are discarded through an agreement with an e-waste vendor, local junk vendor or donated to a non-profit partner based on whether the surplus items can still be reused.

On March 12, 2019, under Resolution 2019-117, Council approved an agreement with Public Surplus for a two-year agreement with three one-year extension options for an estimated annual cost of $18,000 and a total amount not to exceed $90,000 over five years.

On June 7, 2022, under Resolution 2022-254, Council approved the First Amendment with Public Surplus to increase the agreement amount by $12,000 annually to a revised annual estimated amount of $30,000 and a revised total amount not to exceed $114,000 over five years. This agreement is scheduled to expire on April 30, 2024. #3..
- 68 -
City Council, March 5, 2024
Online Public Surplus Auction Agreement

Page 2 of 3 ends

DISCUSSION:

On September 12, 2023, the City Manager authorized the Purchasing Manager to solicit the procurement for online public auction services. On December 8, 2020, Sourcewell issued Request for Proposals RFP #012821 for Auction Services with Related Solutions on the Sourcewell Procurement Portal, New York State Contract Reporter website, DJC Oregon, Public Purchase, Salt Lake Tribune, and The State Media Company of South Carolina. On January 28, 2021, proposals were submitted electronically through the Sourcewell Procurement portal. Thirteen (13) proposals were received and based on the conformance with RFP requirements, financial viability, marketplace success, ability to sell and deliver services, marketing plan, warranty and overall pricing and criteria outline in the RFP, three (3) contracts were awarded for this commodity which includes the Public Surplus. Based on the best responsible and responsible proposer, City staff recommends to award to Public Surplus, Provo, Utah for online public auction services for a two-year agreement with three (3) one-year extension option, for a total estimated annual cost of $30,000, and $150,000 over five years.

Sourcewell is a cooperative agency which streamlines the procurement process by developing RFBs or RFP’s for national competitive solicitations that meet or exceed local requirements.

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

The Public Surplus solution provides an auction system created with unique capabilities exclusively for public agencies. Agencies can use the Public Surplus system to organize, automate, and manage their entire surplus inventory operations which allows for significant returns from the sale of excess property while minimizing associated costs.

System capabilities include the following:
o Helping agencies comply with state and local regulations and policies by automatically maintaining audit records.
o Ability to attract larger number of buyers from an agency’s own community, as well as specialty buyers from across the United States. o Allow for out of state sales due to new regulations regarding the sale of dieselfueled vehicles.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that 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 her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a 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 or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

By utilizing the Sourcewell, the City is complying with the requirements defined under this code for this service.

FISCAL IMPACT:

Revenue from the sales is distributed into the City’s Fleet Replacement funds or other funds based on the funding source the original surplus item was purchased from. Such revenue and associated fees will vary each fiscal year, depending on items listed and sold which the City #3..
- 69 -
City Council, March 5, 2024
Online Public Surplus Auction Agreement

Page 3 of 3 ends

anticipates an increase of receiving new vehicle and equipment purchases. Below is a summary of the overall sales and fees processed for the last five fiscal years.

Agreement Period Sales Received Fee Amount
Year 1 $ 243,274 $ 14,676
Year 2 $ 188,513 $ 17,909
Year 3 $ 277,738 $ 26,385
Year 4 $ 307,627 $ 29,225
Year 5 (through October 30, 2023) 113,760 $ $ 10,807
TOTAL $ 1,130,912 $ 99,002
The listing fee is billed to the winning bidder as part of the cost of the winning bid amount. The pricing defined on the Sourcewell cooperative agreement is listed as a 7% fee, but Public Surplus has agreed to grandfather our current fee rate of 6.5%. In addition, there is a 3% fee for payment collection to address the cost for Public Surplus to process the transaction and credit card fees. The overall fee applied to the winning bidder’s amount would be a total of

9.5%.

COMMITTEE RECOMMENDATION:

This item was presented at the January 29, 2024, Finance Committee and approved to move forward to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Agreement for Online Public Auction Services to The Public Group doing business as (dba) Public Surplus, Provo, Utah, by utilizing the Competitive Bidding Process from Sourcewell for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount of $30,000 and a total amount not to exceed $150,000 over five years; and authorizing the City Manager or his designee to execute the Agreement.

Approved by: _____ DeAnna Christensen, Director of Finance Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Agreement

3. Exhibit C

4. Scoring Abstract

5. Financial Interest Disclosure
#3..
- 70 -
03/05/2024/Finance/DLove/Item 9 1 2024-084

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-084

RESOLUTION APPROVING AN AGREEMENT FOR ONLINE PUBLIC

AUCTION SERVICES TO THE PUBLIC GROUP DOING BUSINESS AS (DBA)

PUBLIC SURPLUS, PROVO, UTAH, BY UTILIZING THE COMPETITIVE

BIDDING PROCESS FROM SOURCEWELL FOR A TWO-YEAR AGREEMENT WITH THREE (3) ONE-YEAR EXTENSION OPTIONS, FOR AN ANNUAL ESTIMATED AMOUNT OF $30,000 AND A TOTAL AMOUNT NOT TO
EXCEED $150,000 OVER FIVE YEARS; AND AUTHORIZING THE CITY

MANAGER OR HIS DESIGNEE TO EXECUTE THE AGREEMENT
WHEREAS, the Finance Department utilizes an auctioning service to address the y consist of: (1) property and scrap
accumulated by the City; and (2) surplus City vehicles and equipment which have reached their useful life. Items not sold online are discarded through an agreement with an e-waste vendor, local junk vendor or donated to a non-profit partner based whether the surplus items can still be reused; and
WHEREAS, on September 12, 2023, the City Manager authorized the Purchasing Manager to solicit the procurement for online public auction services; and WHEREAS, on December 8, 2020, Sourcewell issued Request for Proposals RFP #012821 for Auction Services with Related Solutions on the Sourcewell Procurement Portal, New York State Contract Reporter website, DJC Oregon, Public Purchase, Salt Lake Tribune, and The State Media Company of South Carolina; and WHEREAS, thirteen (13) proposals were received and based on the conformance with RFP requirements, financial viability, marketplace success, ability to sell and deliver services, marketing plan, warranty and overall pricing and criteria outline in the RFP, three (3) contracts were awarded for this commodity which includes the Public Surplus; and
#3..
- 71 -
03/05/2024/Finance/DLove/Item 9 2 2024-084
WHEREAS, based on the best responsible and responsible proposer, City staff recommends to award to Public Surplus, Provo, Utah for online public auction services for a two-year agreement with three (3) one-year extension option, for a total estimated annual cost of $30,000, and $150,000 over five years; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases that 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- on, determines that a
process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality ; and
WHEREAS, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or 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 Sourcewell, the City is complying with the requirements defined under this code for this service.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Agreement for Online Public Auction Services to The Public Group doing business as (dba) Public Surplus, Provo, Utah, by utilizing the Competitive Bidding Process from Sourcewell for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount of $30,000 and a total amount not to exceed $150,000 over five years.
#3..
- 72 -
#3..
- 73 -
#3..
- 74 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 13, 2024
Date: October 10, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Dameon D. Booker, Chief Information Officer
SUBJECT: Purchase Agreement with Telcion Communications Group CONTACT: Dameon D. Booker, Chief Information Officer,
[email protected], 209-571-5229
DESCRIPTION:

Consider a Purchase Agreement with Telcion Communications Group, Turlock, CA to enhance cybersecurity infrastructure for a total amount not to exceed $240,000 over three years and forwarding to Council for approval. (Funding Source: American Rescue Plan Act Funds and Information Technology Fund)
STRATEGIC PLAN ELEMENT:

This item advances the City of Modesto 2020-2025 Strategic Plan Area: to provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

In September of 2023, City of Modesto's security lead staff established a need regarding the replacement of the city’s Secure Web Gateway (SWG) and Virtual Private Network (VPN) solutions. This need was driven by several factors:

1. The City's current SWG solution, provided by Forcepoint, had been problematic for the Information Technology (IT) team, including challenges with both support and functionality, and particularly noting limited inspection capabilities.

2. A security incident in 2022 prompted city staff to seek a more secure alternative based on Zero Trust Network Access (ZTNA) principles.

3. Over a six-month period, staff conducted a comprehensive technology evaluation process and reviewed several software solutions, provided by both Carahsoft Technologies and Telcion Communications Group, which could provide the solutions needed to establish a more secure gateway.
#4..
- 75 -
Finance Committee, November 13, 2024
Purchase Agreement with Telcion Communications Group

Page 2 of 4 ends

4. As a result of the successful validation, city staff were able to secure allocation of ARPA (American Rescue Plan Act) funds for this project. Time is crucial and imperative, as the city needs to replace the current VPN solution before the contract expires in December.

DISCUSSION:

City Staff selected Telcion Communications Groups software: Cisco Secure Internet Access Essentials and Secure Private Access, based on a comparable technology validation, and cost effectiveness. Telcion’s solution capabilities align well with the City's security requirements and future IT strategy.

The implementation of Cisco Secure Internet Access Essentials and Secure Private Access will significantly enhance the City of Modesto's cybersecurity infrastructure. These solutions address the following key issues:

1. Improved Security: Cisco Secure Internet Access Essentials provides advanced threat protection and data loss prevention, addressing the limitations of the current Proofpoint solution.

2. Zero Trust Network Access: Cisco Secure Private Access offers a more secure alternative to traditional VPN, reducing the risk of breaches similar to the 2022 incident.

3. Scalability and Performance: Cisco's cloud-native architecture ensures consistent security and performance for all users, regardless of location.

4. Compliance: The solution helps maintain compliance with various regulatory requirements by providing comprehensive logging and reporting capabilities.

The proposed agreement includes:
 Cisco Secure Access Subscription
 Cisco Secure Internet Access Essentials licenses for 1,200 users  Cisco Secure Private Access Essentials for 400 users
 Enhanced Support for Cisco Secure Access (month)
 Cisco Secure Access - Customer Insights
On September 11, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for the replacement of the city’s Secure Web Gateway (SWG) and Virtual Private Network (VPN) solutions. On November 30, 2021, the County of Merced issued RFP No. 7370 for Fast Open Contracts Utilization Services (FOCUS), which was advertised on the Merced County website1. On January 15, 2021, proposals were opened at 2222 M Street, Room 1, Merced CA. Four (4) proposals were received and based on the criteria outlined in the RFP, two (2) contracts were awarded for this commodity which includes the Fast Open Contracts Utilization Services (FOCUS). Based on the responsive and responsible proposer offering the overall responsiveness, understanding of the desired “Scope of Work”, technical capability, expertise and experience, performance capability, reputation, reliability and service history, capability of the bidder to complete the “Scope of Work” within the time frames, acceptance of terms and conditions of the RFP, and price, City staff recommends to award to Telcion Communications Group to purchase Cisco Secure Access subscription and services for three 1 www.co.merced.ca.us/Purchasing-Bids
#4..
- 76 -
Finance Committee, November 13, 2024
Purchase Agreement with Telcion Communications Group

Page 3 of 4 ends

(3) years, for a first year estimated annual amount of $98,000, and an estimated amount of $71,000 respectively for the second and third years, and total cost not to exceed $240,000 over three years.

The Merced FOCUS agreement is a nationwide cooperative program that allows cities, counties, schools, special districts, and other public entities to acquire technology products and services efficiently and at competitive rates. The City of Modesto has the opportunity to purchase Cisco Secure Access subscription and services through Telcion Communications Group, by way of the FOCUS agreement.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that 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 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 saving interest of the City would be served.

The alternative software solution was 30% more expensive when considering the total cost of ownership over a three-year period. By utilizing the Merced County bidding process, the City is complying with the requirements defined under this code for the purchase agreement for Cisco Secure Internet Access Essentials and Secure Private Access.

FISCAL IMPACT:

The total cost of the three-year agreement is estimated to be $240,000, to be paid in annual installments as follows:

YEAR ANNUAL AMOUNT
1 $98,000
2 $71,000
3 $71,000
TOTAL $240,000
This expenditure will be funded using American Rescue Plan Act (ARPA) funds and the Information Technology Fund. Below is the breakdown of the allocation split between the two funding sources.

Allocation Split
Cybersecurity Mitigation
ARPA Funds
$153,302
Information Technology
Fund
$86,698
TOTAL $240,000
#4..
- 77 -
Finance Committee, November 13, 2024
Purchase Agreement with Telcion Communications Group

Page 4 of 4 ends

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Purchase Agreement with Telcion Communications Group, Turlock, CA, by utilizing the Competitive Bid Process through Merced County FOCUS Agreement for a 3-year Agreement, and a total amount not to exceed $240,000, over three years; and forwarding to Council for approval.

Approved by:

Dameon Booker, CIO
Joseph P. Lopez, City Manager
Attachments:

1. Agreement

2. Exhibit A – Pricing

3. FOCUS Agreement

4. FOCUS Agreement Amendment 1

5. Financial Interest Disclosure
#4..
- 78 -
1 STANDARD AGREEMENT

TELCION COMMUNICATIONS GROUP FOR CISCO SECURE ACCESS SUBSCRIPTION AND

SERVICES
THIS AGREEMENT (“Agreement”), made and entered into in the City of Modesto, State of California, this day of , 202__, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and Telcion Communications Group, a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that a Consultant Agreement for Cisco Secure Access subscription and services should be provided for the City to enhance cybersecurity infrastructure.

B. Consultant represents that it is qualified, willing and able to provide the services.

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", incorporated herein by this reference.

2. TERM OF AGREEMENT.

This Agreement is effective as of the Effective Date and will continue in effect for three (3) years or 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 in the manner described in Exhibit "A", as of the Effective Date of this agreement. CONSULTANT shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".
#4..
- 79 -
2 3. COMPENSATION.

Consultant agrees to accept a sum not to exceed TWO HUNDRED FORTY THOUSAND DOLLARS as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A".

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

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “A” attached hereto and incorporated herein by this reference.

Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any reimbursable expenses paid by Consultant and identified in Exhibit “A” or approved by the City in writing.

City shall pay Consultant Net 45 Days via manual check,

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, 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 Brandon Grieves, Public Sector AE 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.

6. TITLE TO DATA
#4..
- 80 -
3 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.

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.
#4..
- 81 -
4 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 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. #4..
- 82 -
5 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.

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 mail, 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: Darren Rodrigues
Address: 140 W. Main Street
Turlock, CA 95280
Attention: Darren Rodrigues
Phone: (209) 656-5740
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
#4..
- 83 -
6 Modesto, CA 95353
Attention: Dameon Booker
Phone: (209) 577-5229
Email: [email protected]

14. INSURANCE REQUIREMENTS.

Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit (C) to this Agreement and incorporated herein, and shall otherwise comply with the other provisions of Exhibit (C) to this Agreement. The city utilizes a software program “PINS Advantage” where vendor is responsible for uploading and maintaining updated insurance.

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 30 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; #4..
- 84 -
7 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 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. If City so requests, and at City's cost at a rate agreed upon mutually by both parties, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project.

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:
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 #4..
- 85 -
8 termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

16. INDEMNITY.

If Consultant is Design Professional, pursuant to the full language of California Civil Code §2782, Design Professional agrees to indemnify, including the cost to defend, City, its agents, officers, employees and volunteers, harmless from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Design Professional and its employees or agents in the performance of services under this contract, but this indemnity does not apply to liability for damages arising from the sole or active negligence, or willful acts of the City; and does not apoly to any passive negligence of the City unless caused at least in party by the Design Professional. The City agrees that in no event shall the cost to defend charged to the Design Professional exceed that professional’s proportionate percentage of fault. This duty to indemnify shall not be waived or modified by contractual agreement or acts of the parties.

If Consultant is not a Design Professional, the Consultant shall hold the City, its agents, officers, employees, and volunteersharmless 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, except for claims arising from the willful or active negligence of the City.

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 #4..
- 86 -
9 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 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.
#4..
- 87 -
10 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.

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. #4..
- 88 -
11 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. 202__- , adopted by the Council of the City of Modesto on the day of , 202__, and (CONSULTANT) has caused this agreement to be duly executed as of the Effective Date.

CITY OF MODESTO, (CONSULTANT),
a municipal corporation a California corporation*
By ___________________________ By ________________________________ JOSEPH P. LOPEZ, City Manager Name Title
By ________________________________
Name Title
ATTEST: (Seal)
By ___________________________
DIANE NAYARES-PEREZ, CMC, City Clerk
Consultant’s Federal ID #______________
APPROVED AS TO FORM:

By ________________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

By ________________________________
MATTHEW J. BRALEY, Risk Manager
#4..
- 89 -
12 Exhibit C:

Insurance Requirements for Professional Services
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

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 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification it has no employees)

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Modesto requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Modesto.

Umbrella or Excess Coverage
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.

This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

The insurance policies are to contain, or be endorsed to contain, the following provisions:
#4..
- 90 -
13 Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy 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.

General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance with coverage equal to ISO form CG 2010. If Completed Operations endorsement is required, a separate endorsement equal to ISO form CG 2037 is required.

Primary Coverage
The Additional Insured coverage under the Contractor’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Modesto does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.

Waiver of Subrogation
Contractor hereby grants to City of Modesto a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Modesto by virtue of the payment of any loss under such insurance.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Modesto has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

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

Claims Made Policies (applicable to Professional Liability only) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
#4..
- 91 -
14 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage
Contractor shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Subcontractors
Contractors shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract.

Special Risks or Circumstances
City of Modesto reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
#4..
- 92 -

EXHIBIT A
#4..
- 93 -
#4..
- 94 -
#4..
- 95 -
#4..
- 96 -
#4..
- 97 -

ELGZRNLVHHWRVWDRGRRGR
RRGORGROREIRIR,GIIRR,IRPRGEOSRGPOGIROSRIRPRRPPRSSRHFHFFHVVVLPSOLILHV,7RSHDWLRVWRDVLOHFORGPDDHGFRVROHLILHGFOLHWFHWDOLHGSROLFFHDWLRDGDHDWHGHSRWL(WHVLHVHFLWFDSDELOLWLHVFRHHGLRHVROWLR7:):DDVHFLW,DGPRHPLWLDWHVHFLWLVNEDSSOLHRWVWSLFLSOHVDGHIRFLDODVHFLWSROLFLHVDNHWOHDGL7DORVWHDWLWHOOLHFHIHOVPDWFHGWHDWEORFNLWRPLWLDWHLVNDGVSHHGLHVWLDWLRV I

HOLHLILHGVHDPOHVVDGVHFHHG

VHDFFHVVWRDDSSSRWRSRWRFRO
LPSOLI,7RSHDWLRVLDDVLOHFRVROH

VLPSOLILHGSROLFPDDHPHWDGDHDWHGHSRWL

HGFHLVNZLWDGDFHGFEHVHFLW

SRWHFWLRHRWVWSLFLSOHVDGDODVHFLWSROLFLHV
3HVHHEVLHVVFRWLLWDGDRLGWH

HSWDWLRDGILDFLDOLPSDFWRIDEHDF
(DEOHILFWLROHVVZRNHHZHH EWDLLVLELOLWLWRFORGDSSOLFDWLRVDH WHLLVNOHHOVDGVDGRZ,7RSHDWLRV

#4..
- 98 -
LVFRHFHFFHVVVDIHDGVDFFHVVWRWHZHEFORGVHLFHVDDDGSLDWHDSSOLFDWLRV/HHDLOHDVWSLLOHHSLFLSDOVWHVROWLRGDPLFDOODWHWLFDWHVVHV,WHDODWHVGHLFHSRVWHZLWFRWHWDOLVLWVWRHVHVHFLWOWLSOHVRSLVWLFDWHGVHFLWODHVSRWHFWRVHVDGHVRFHVDDLVWZLGHDLFEHDWWDFNVVFDVPDOLFLRVWHDWVGDWDHILOWDWLRSLVLDVRPZDHDGLIHFWHGILOHVLVFRHFHFFHVVGHOLHVLGVWOHDGLIOHLELOLWLRZLWVHFHVDFFHVVWRDOORWVRPHSLDWHDSSOLFDWLRVOLHWEDVHGDGFOLHWOHVV7VHDPOHVVOVHFHVDFFHVVWRVWDGDGDSSOLFDWLRVZLWOHDVWSLLOHHGDFFHVVIRPPDDHGDGPDDHGGHLFHV )RDSSOLFDWLRVZHH7LVRWVSSRWHGHDPSOHVPOWLSRLWFOLHWWRFOLHWRVWDGDGSRWVSRWRFROVLVFRHFHFFHVVGHOLHVDIDOOEDFN3DDFDSDELOLWZLWRWWHWSLFDODGZDHPDDHPHWDGHGVHDVVOHVHLILFOLHWLVVHGIRERWWHFOLHWEDVHG7DG3DDIRDVLPSOHLILHGHGVHHSHLHFHLVFRHFHFFHVVLFRSRDWHVDOOSHWLHWVHFLWPRGOHVLRHFORGGHOLHHGVROWLRRHHGWRVWLWFWRHWHPOWLSOHVHFLWWRROV)WHPRHDVLOHGDVERDGVLPSOLILHV,7VHFLWPDDHPHWDGORZHVDGPLLVWDWLRFRVW RRIOOSGRIGPOIRRRPSORRRGSRRIORGRGRSRSPGOOSGRIORGORGSSORGGE7LVOHDGVWRDVERSWLPDOHSHLHFHIRELGZRNHVLFHDVHGFRPSOHLWIR,7VHFLWDGDSVLVHFLW(GVHVDHIVWDWHGEDPLRIFRHFWLRPHWRGVDGFPEHVRPHVHFLWSRFHVVHV,7VHFLWWHDPVVWOHZLWWRRPDVHFLWWRROVDGGLVSDDWHPDDHPHWSRWDOV:LWFEHDWWDFNVLFHDVLLIHTHFDGVRSLVWLFDWLRDGWDHWLDHSDGHGWHDWVIDFHVHFLWLVNLVHV7RVPRWWHVHEDLHVRDLDWLRVDHDGRSWLFRVROLGDWHGFORGEDVHGVHFLWVHLFHVZLWHFLWHLFH(GH(

ORGEIRIR,GIIRR

#4..
- 99 -
HFLWHIILFDFLVSDDPRWHFHFFHVVLVEDFNHGELVFR7DORVRHRIWHODHVWDGPRVWWVWHGSRLGHVRIFWWLHGHVHFLWHVHDFOREDOO7DORVREVWHSHWWHDPRIIOOWLPHHVHDFHVDGGDWDVFLHWLVWVPDFLHOHDLDGDWLILFLDOLWHOOLHFHVHHVZDWLVDSSHLDFRVVWHWHDWODGVFDSHDFWVRWDWGDWDDSLGODGPHDLIOODGGLHVSRWHFWLR HFHFFHVVLVRIIHHGLWZRSDFNDHVZLW

LGHSHGHWVHFHSLDWHDGVHFHLWHHWVHFRWVIRFVWRPHIOHLELOLW
(VVHWLDOVDVHSDFNDHLFOGLVHFH
LWHHWDFFHVVVHFHSLDWHDFFHVV:7ODHILHZDOO,OLPLWHGDGPRH

GDWDH(VVHWLDOVFDSDELOLWSOVODH
ILHZDOO,3/3,FRPSOHWHDGPRH

LVFRHFHFFHVVRHVEHRGWHWDGLWLRDODSSRDFWDNHEVRPHRWHVHFLWHGRVFORGGHOLHHGVHFLWLVSRLGHGDVDVHLFHDGRIIHVVHHDOFLWLFDODGDWDHVRSRG HFHDFFHVVWRDOODSSOLFDWLRVLFOGL

WRVHLROLRVWDGDGSRWRFROVDVZHOODVWRVHEDVHGRPOWLFDHODGFOLHWWRFOLHWDFLWHFWHV

LOHLILHGPDDHPHWFRVROHDFRVVDOO

VHFLWPRGOHV

RPSHHVLHEHVWRIEHHGVHFLW

FDSDELOLWLHVWDWRELDWHVWHHHGIRFRVWOPOWLSOHHGRWRROVHVHVFRVLVWHWOHVHWVDGHWDLOVDPLLPDOOHDLFH

HVLOLHWFORGDWLHDFLWHFWHZLW

HWHVLHHGVHFRWVFDODELOLWHIILFLHWVLOHSDVVSRFHVVLIRIDVWHHVSRVHVDGVRWHHGWWLPHVWRTLFNOVSSRWHZIHDWHV

WRPDWLFORDGGLVWLEWLRDGHEDODFLRI

WDIILFIRVWHVEHWWHFVWRPHSHIRPDFH
RG
7DNHDVRWTHVWLRDLHWRVHHZHHRVWDGZLWWHROLHDVVHVVPHWWRRO
E

#4..
- 100 -
G

E
R

#4..
- 101 -
G E
O
REO

GRG/HDPRHDERWLVFRHFHFFHVVLVLWZZZFLVFRFRPRVHFHDFFHVV
LRRULLLULUULRLRRRUUURUULUUURLRRULLLLRURULRLLRLRUURRL5/LRRRUULUSUUULRUSURSURLUUSLRURRUSUURRLSSUULSULRLSLRRURS #4..
- 102 -

AGREEMENT FOR SPECIAL SERVICES

MERCED COUNTY
CONTRACT NO.

THIS AGREEMENT, is made and entered into by and between the County of Merced, a political subdivision of the State of Califomia, (hereinafter referred to as "County"), and Telcion Communications Group, a Califomia corporation, located at 140 West Main Street, Turlock, California, 95380 (hereinafter referred to as "Contractor").

WHEREAS, County desires to retain Contractor to perform the services in connection with the Fast Open Contracts Utilization Services (FOCUS) pursuant to Government Code Sections 25330 - 25338; and,
WHEREAS, Contractor represents it has considerable knowledge and experience relating to the performance of such services; and,
WHEREAS, the parties desire to set forth herein the terms and conditions under which said services shall be furnished.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree as follows:
1, SCOPE OF SERVICES

1.1 FOCUS Program Overview
The purpose of this FOCUS Agreement will be to provide the means for counties, cities, schools, special districts and other governmental entities in California and nationally to purchase their needed telecommunications technology solutions through a formally bid contractual relationship.

FOCUS iiso provides the means for govemments to reduce their costs of procurement while leveraging their dollars with other governments to achieve greater buying power. FOCUS offers the possibility of choosing more than one provider in each category'

1.2 FOCUS Program Design for Contractor
The program design shall incorporate the principles as they apply to the following awarded telecommunications technology categories:

Communications Services:
. Call Center Solutions (with ACD)
. Emergency Notification Solutions (Reverse 911)
. Engineering/Consulting Services
I,i i.:
-: | -r.r,iil .!riiI:r\ rr r'O Zl?) IDL
#4..
- 103 -
. lntegrated Voice Response (lVR)
. Voice over lnternet Protocol (VOIP)
. Unified Messaging (UM)
. TelecommunicationsSystems(PBX)
. Telephone Handsets
. Voice Mail Solutions
. Wireless Voice Communication Services
lnfrastructu re:
. Cabling Services
Enterprise l\ilobility Solutions:
. Mobile Device Management
Maintenance Services
Network & Enterprise Security Solutions:
. Firewall and Virtual Private Network (VPN)
. lntrusionDetection/PreventionSolutions
. Network, Host and Enterprise Management Solutions
. Video Solutions
. Wireless Solutions (Wi-Fi)
E-Governmeni
. Web Monitoring and Filtering Solutions
Enterprise Systems:
. Virtualization(Servers)
. Virtual Desktop lnfrastructure (VDl)
. Anti-Virus, Spam, Spyware Solutions
. Data Encryption Products and Services
. Hosting Services and Applications (Cloud and SaaS)
. Radio Frequency ldentification (RFID)
. Server, Storage and Data Management Products
. Telepresencely'ideoConferencing
Training Solutions
Consulting Services
Other Goods and Services
'1.3 Services
Contractor shall provide such services in a good and professional manner in accordance with the terms and conditions stated herein, and any #4..
- 104 -

1.4 specifically referenced attachments hereto. The following exhibits are specifically inmrporated by reference, aftached hereto, and made a part hereof, except when in conflict with this Agreement or modified herein:

Exhibit A - County's Request for Proposal #7370
Exhibit B - Contractor's Responding Proposal
Services shall include all activities of Contractor necessary to its performance of the work included in the scope herein described and shall perform all seryices as an independent contractor; not as an agent or employee ofthe County.
ln the performance of Contracto/s duties to perform such services, Contractor's services include, but are not limited to, the following:
a. Provide telecommunications products and services, using a competitively bid procurement tool, to public entities nationally. b. Offer superior products and services, at competitively bid prices, to insure public entity telecommunications goals are being achieved. c. Service FOCUS needs in specifically awarded telecommunications technology categories as listed in Section 1.2.

Conlractor Commitments
a. Selected FOCUS partners are authorized to add new product lines as needed to replace discontinued product lines. Merced County will be notified in writing of such product changes (with pricing) as they occur.
b. Not Specifically Priced ltems (NSP) - FOCUS users may order non-contracted products and services lhat are in support of the contracted items listed on the Purchase Order. Any NSP items must be peripheral and subordinate to the contracted items. The total value of all NSP items shall not exceed ten percent (10%) of the total price of the Purchase Order.
c. Merced County reserves the right to receive and process all orders at a future date.
d. Corporate level management support and resource commitment to the FOCUS Program.
e. Corporate level dedication to at least a California marketing proglzlm.
#4..
- 105 -
f. Corporate level commitment to their sales force in promoting the FOCUS Program and rewarding successes.
g. An aggressive marketing strategy.
h. Excellence in customer support and service.
i. A commitment to use local providers and/or contracted seNices where a corporate presence does not exist.
j. A product and service quality assurance program that meets or exceeds industry excellence standards.
k. The most competitive pricing given to a state/local government agency for the array of products and/or services offered. l. An ability to include industry leaders in the corporate and product suites offered through subcontractor relationships.
m. An on-line order placemenutracking system for immediate input or retrieval of information/acknowledgments by vendor.
n. As required, a customer help desk (800 number/on-line access) to assist customer technical and administralive issues.
o. Product, service, and installation excellence to any location that meets industry's highest standards.
p. The availability and inclusion of product supplies, product training, networking services (if appropriate), and product maintenance' q. All product installations and modifications performed by supplier will be by manufacturer-authorized personnel and meet manufaclurerdocumented specifications, unless otherwise specmcally stated in the purchase order/Statement of Work.
r. All contractors offering technology services must be certified by the California Public Utilities Commission (CPUC) to offer those services. Evidence of certification from CPUC is required' s. All products offered as a part of FOCUS must meet or exceed the specifications of the referenced brands.
#4..
- 106 -

2. 1.5 MandatoryAdministrative Requirements
a. Notify Merced County of all saies made under FOCUS, including order/delivery progress, within fourteen ('14) business days of orderb. Quarterly and annual sales reports. c. A producuservice document, paper or electronic
-
to be produced
at least four (4) times per year. Electronic documents shall be updated immediately for price reductions. The document must show the array of producvservice offerings, producvservice descriptions, and pricing schedules based on single item purchases. lf appropriate, greater price reductions are expected as volume on identical items is increased. A percent of volume discount must be provided prior to order.
d. Price increase/price decline policies. All price reduction changes must be published within seventy-two (72) hours.
e. Quarterly Administrative fees for Merced County.
f. Subcontractor list (See Agreement Attachment 1).
g. Ordering (including invoices, payments, taxes on sales and services, and retum procedures), reporting, and reconciliation procedures (See Agreement Attachment 2).
h. Support services including help desk phone numbers.
i. Wananty statements.
j. Point of contact including phone/faxle-mail informationTERM The term of this Agreement shall commence on the 8th day of June, 202'1, and continue until the 7ih day of June, 2024, unless sooner terminated in accordance with the sections entitled 'TERMINATION FOR CONVENIENCE", 'TERMINATION FOR CAUSE", or "CONDITION SUBSEQUENT/NONAPPROPRIATION OF FUNDING', as set forth elsewhere in this Agreement'

ADMINISTRATIVE FEES
Contractor agrees to pay Merced County administrative fees in accordance with the following schedule on a quarterly basis. Payment is to be made not later

3. #4..
- 107 -
than thirty (30) days following the end of the quarter (April 30, July 31 , October 31 , January 31).
(Sales will be calculated for fiscal year of January 1st through December 31st and reset each year)
Annual Sales Through Contract Administrative Fee
$o - $2,ooo,o0o 1Yo
$2,000,000+ 0.5%

4. PUBLIC AGENCY PARTICIPATION
Any public agency, i.e., city, district, public authority, public agency, municipality and other political subdivision or a public corporation of california (hereinafter refened to as public agency) located in the state of california or any other state shall have the option of participating in any award made as a result of this proposal at the same prices, F.O.B. destination, and terms and conditions. The public agency shall make purchases in their own name, have deliveries made to their facilities, and be responsible for tax liability and payments directly to the Contractor. The public agency will hold harmless the County from all claims, demands, actions, or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with use of this Contract.

Public Agencies may not qualiff vendors for their contract offerings by using FOGUS Terms and Conditions.

PROGRAM UTILIZATION REQUIREMENTS
ln order for a public agency to utilize FOCUS contracts, the public agency must first complete an agreement with Merced county. Agreements are accomplished by referencing vendor's specific FOCUS contract number on each public agency's purchase order, forwarding original to Contractor, and providing an informltion copy to the Merced County Department of Community and Economic Development via U.S. Mail, fax, or e-mail. For ordering, reporting, and reconciliation procedures, see Contract Attachment 2'

NOTICES
All notices, requests, demands or other communications under this Agreement shall be in writing. Notice shall be sufficiently given for all purposes as follows:

A. Personal Delivery. When personally delivered to the recipient, notice is effective uPon delivery.

5. o.
#4..
- 108 -
B. First Class Mail. When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.

C. Certified Mail. When mailed by certified mail, return receipt requested, notice is effective upon receipt, if delivery is confirmed by a return receipt.

D. Ovemight Delivery. When delivered by an ovemight delivery service, charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service.

Any correctly addressed notice that is refused, unclaimed or undeliverable because of an acf or omission of the party to be notified shall be deemed effective as of the first date that the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messengersi or ovemight delivery service lnformation for notice to the parties to this Agreement at the time of endorsement of this Agreement is as follows:
county of lverced c/o
Director
Community & Economic Development
Merced county
2222 M Slrcel
Merced, CA 95340
Contractor
Telcion Communications Group, lnc.

Danen Rodrigues
Business Technology Consultant
'140 West Main Street
Turlock, CA 95380

7. Any party may change its address by giving the other party notice of the change in any manner permitted by this Agreement.

CONDITION SUBSEQUENT/NON-APPROPRIATION OF FUNDING
The compensation paid to Contractor pursuant to this Agreement is based on County's continued appropriation of funding for the purpose of this.Agreement, as well as the receipt of local, county, stale and/or federal funding for this purpose. The parties acknowledge that the nature of govemment finance is unpredictable, and that the rights and obligations set forth in this Agreement are therefore contingent upon the receipt and/or appropriation of the necessary funds. ln the event that funding is terminated, in whole or in part' for any reason' at any time, this Agreement and all obligations of the County aising-from this Agreement shall be immediately discharged. County agrees to inform Contractor ni later than ten (10) calendar days after the County determines, in its sole judgment, that funding will be terminated and the final date for which funding will -be -available. Under these circumstances, all billing or other claims for compensation or reimbursement by Contractor arising out of performance of this Agreement must be submitted to County prior to the final date for which funding is available. ln the altemative, County and Contractor may agree, in such #4..
- 109 -

6. circumstance, to a suspension or modification of either party's rights and obligations under this Agreement. Such a modification, if the pafiies agree thereto, may permit a restoration of previous contract terms in the event funding is reinstated. Also in the alternative, if funding is pmvided to the County in the form of promises to pay at a later date, whether referred to as "government warrants;', "lOU's", or by any other name, the County may' in its sole discretion, provide similar promises to pay to the Contractor, which the Contractor hereby agrees to accept as sufficient payment until cash funding becomes available'

TERMINATION FOR CONVENIENCE
This Agreement, notwithstanding anything to the contrary herein above or hereinafter set forth, may be terminated by County at any time without cause or legal excuse by poviding the other party with thirty (30) calendar days written notice of such termination.

Upon effective date of termination, County shall have no further .liability to Contractor except for payment for actual services incurred during the performance hereunder. Such liability is limited to th,e time specified in said notice and for services not previously reimbursed by County Such liability is further limited to the extent such costs are actual, necessary, reasonable, and verifiable costs and have been incuned by Contractor prior to, and in connection with, discontinuing the work hereunder.

TERMINATION FOR CAUSE
The County may terminate this Agreement and be relieved -of making any payments to Contractor and all duties to Contractor should the Contractor fail to ir"itor, ,ny material duty or obligation of the Agreement Notice shall be given as otherwiie pmvided herein. ln the event of such termination the County may proceed with ihe work in any manner deemed proper by the County All costs to [tre County shall be deduct,ed from any sum otheMise due the. Contractor and in" Ortan"", if any, shall be paid to the Contractor upon dem€nd- Such remedy Lin aodition to such other remedies as may be available to the County provided by law.

MODIFICATION OF THE AGREEMENT
Notwithstanding any of the provisions of this Agreement, the parties may agree to amend thiJ Ag;eement. No alteration or variation of the terms of this Agreement shall b; valid unless made in writing and signed.by the.parties hereto' N6 oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto

9. t0.
#4..
- 110 -

11. INSURANCE
A. Prior to the commencement of work, and as a precondition to this Agreement, Contractor shall purchase and maintain the following types of iniurance for the stated minimum limits indicated during the term of this Agreement. Contractor shall provide a certificate of insurance and endorsements on each policy as required in this section. Each certificate of insurance shall specify if Contractor has a self-insured retention (SlR), and if so, Contractor shall be required to provide the entire policy of insurance with which it has an SIR and/or deduciible. All deductibles and SlRs shall be fully disclosed in the Certificates of lnsurance and are subject to the express written permission of the County Risk Manager.

1. Commercial General Liability: $2,000,000 per occunence and $4,OOO,OO0 annual aggregate covering products and completed operations, bodily injury, personal injury and property damage. The County and its officers, employees and agents shall be endorsed to above policy as additional insured, using ISO form CG2026 or an alternate form that is at least as broad as form CG2026, as to any liability arising from the performance of this Agreement.

2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage, or altematively split limits of $500,000 per person ;nd $l,OOO,OOo per accident for bodily inlury with $250,000 per accident for property damage.

3. Workers Compensation: Statutory coverage, if and as required according to the California Labor Code, including Employers' Liability limits of $1,OoO,OOO per accident. The policy shall be endorsed to waive the insurer's subrogation rights against the County.

4. Professional Liability (Enors and Omissions): $1,000,000 limit per occurrence and $5,000,000 annual aggregate limit covering Contractor's wrongfulacts, errors and omissions. Any aggregate limit for professional liability must be separate and in add-ition toany CGL aggregate limit. Claims - made coverage requires Contractor to main'tiini minimum of three (3) years extended reporting period or tail coverage.

5. Technology Professional Liability Errors and Omissions lnsurance appropriai; to the Contractor's profession and work hereunder, with limits not less than $2,OOO,OOO per occulrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual #4..
- 111 -
B.
property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufflcient to respond to these obligations.

The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency in the care, custody, or control of the Contractor. lf not covered under the Contracto/s liability policy, such "property" coverage of the Agency may be
endorsed onto the Contracto/s Cyber Liability Policy as covered property as follows;
Cyber Liability coverage not less than $2,000,000 per
occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property' of the Agency that will be in the care, custody, or control of Contractor.

INSURANCE CONDITIONS

1. lnsurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A M. Best Co. as A: Vll or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager'

2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation.

The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Gontractor to furnish insurance during the term of this Agreement.

3. lf the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County.
'10
#4..
- 112 -

12. 4. lf the Contractor uses Sub-Contractors or others to perform work under this Agreement, such Sub-Contractor or other persons shall be Named lnsured or Additionally lnsured to the Contractor's required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section.

INDEMNIFICATION
Contractor has the mntracted duty (hereinafter "the duty") to indemnify, defend and hold harmless, County, its Board of Supervisors, officers, employees, agents and assigns from and against any and all claims, demands, liability, judgments, awards, interest, attorney's fees, costs, experts' fees and expenses of whatsoever kind or nature, at any time arising out of or in any way connected with the performance of this Agreement, whether in tort, contract or otherwise.

This duty shall include, but not be limited to, claims for bodily injury, pmperty damage, personal injury, and mntractual damages or otheMise alleged to be caused to any person or entity including, but not limited to employees, agents and officers of Contractor.

Contractor's liability for indemnity under this Agreement shall apply, regardless of fault, to any acts or omissions, willful misconduct or negligent conduct of any kind, on the part of the Contractor, its agents, subcontractor and employees. The duty shall extend to any allegation or claim of liability except in circumstances found by a jury or judge to be the sole and legal result of the willful misconduct of County. This duty shall arise at the first claim or allegation of liability against County. Contractor will on request and at its expense defend any action suit or proceeding arising hereunder. This clause for indemnification shall be interpreted to the broadest extent permitted by law.

PATENT INDEMNITY
The awarded Bidder shall hold the County, its officers, agents, and employees, harmless from liability of any nature in kind, including costs and expenses, from infringement or use of any copyrighted or un-copyrighted composition, secret prccess, patented or unpatented invention, article, or appliance furnished or used in connection with this proposal. The Bidder may also be required to furnish a bond or other indemnification to the County against any and all loss' damage, costs, expenses, claims, and liability for patent or copyright infringement.

INDEPENDENT CONTRACTOR
It is mutually understood and agreed that Contractor is an independent Contractor in the performance of the work duties and obligations devolving upon Contractor under this Agreement. County shall neither have, nor exercise any control or direction over the methods by which Contractor shall perform the assigned work and functions. The contractual interest of County is to assure that

13. 14.
11 #4..
- 113 -

15. the services covered by this Agreement shall be performed and rendered in a competent, efficient and satisfactory manner.

It is agreed that no employer-employee relationship is created and Contractor shall hold County harmless and be solely responsible for withholding, reporting and payment of any federal, state or local taxes; any contributions or premiums imposed or required by workers' compensation; any unemployment insurance; any social security income tax; and any other obligations from statutes or codes applying to Contractor, or its subcontractors and employees, if any.

It is mutually agreed and understood that Contractor, its subcontractors and employees, if any, shall have no claim under this Agreement or otheMise against the County for vacation pay, sick leave, retirement or social security benefits, occupational or non-occupational injury, disability or illness, or loss of life or income, by whatever cause.

Contractor shall insure that all its personnel and employees, subcontractors and their employees, and any other individuals used to perform the contracted seNices are aware and expressly agree that County is not responsible for any benefits, coverage or payment for their efforts.

RECORDS, INFORMATION AND REPORTS
Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement. To the extent permitted by law, County shall have free access at all poper times or until the expiration of four (4) years after the fumishing of services to such records, and the right to examine and audit the same and to make transcrjpts therefrom, and to inspect all data, documents, proceedings, and activities pertaining to this Agreement.

To the extent permitted by law, Contractor shall furnish County such periodic reports as County may request pertaining to the work or services undertaken pursuant to this Agreement. The costs and obligations incurred or to be incurred in connection therewith shall be borne by the Contractor.

OWNERSHIP OF DOCUMENTS
To the extent permitted by law, all technical data, evaluations, plans, specifications, reports, documents, or other work products developed by Contractor hereunder are the exclusive property of County and upon request of County shall be delivered to County upon completion of the services authorized hereunder. ln the event of termination, all finished or unfinished documents and other materials, if any, at the option of County, and to the extent permitted by law, shall become the property of the County. Contractor may retain copies thereof for its files and internal use.

16. 12
#4..
- 114 -

17. Any publication of information directly derived fmm work performed or data obiained in connection with services rendered under this Agreement must be first approved by County.

QUALITY OF SERVICE
Contractor shall perform its services with care, skill, and diligence, in accordance with the applicable professional standards currently recognized by such profession, and shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all reports, designs, drawings, plans, information, specifications, and/or other items and services fumished under this Agreement.

Contractor shall, without additional compensation, conect or revise any elrors or deficiencies immediately upon discovery in its reports' drawings, specifications, designs, and/or other related items or services.

PERSONAL SATISFACTION AS A CONDITION PRECEDENT
The obligations of County as provided in this Agreement are expressly condition;d upon Contractols compliance with the provisions of this Agreement to the personal satisfaction of the County. County shall determine compliance in good faith as a reasonable person would under the circumstances'

ENTIRE AGREEMENT
This Agreement and any additional or supplementary document or.documents incorpoiated herein by specific reference contain all the terms and conditions agreed upon by the parties hereto, and no other contracts' oral or.otherwise' re-garding tne suUlect matter of this Agreement or any part thereof shall have any validity or bind any of the parties hereto.

PRICING
lf the FOCUS partnering contractor's prices decline, or should Contractor, at any time during ttrb term oi this Agreement, provide the same or similar goods or services uider similar quantity and delivery conditions and terms and conditions oi purchase to the State of Cilifomia or any county, municipality or district of the stjte at prices below those set forth in this Agreement,. then-such lower prices shall be immediately extended to Merced County and the FOCUS users up to and including date of shipment from Contractor's shipping point

COUNTY NOT OBLIGATED TO THIRD PARTIES
County shall not be obligated or liable hereunder to any party other than Contractor.

18. t9-
20-
2',t.
13 #4..
- 115 -

23. 22.

25. LAWS, LICENSES, PERMITS AND REGULATIONS
Contractor and County agree to comply with all State laws and regulations that pertain to construction, health and safety, labor, minimum wage, fair employment practice, equal opportunity, and all other matters applicable to Contractor and County, their sub-grantees, Contractors, or subcontractor, and their work.

Contractor shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of Califomia, County of Merced and all other appropriate govemmental agencies, including any certification and credentials required by County. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Agreement by County.

LIMITED AFFECT OF WAIVER OR PAYMENT
ln no event shall the making, by County, of any payment to Contractor constitute, or be construed as, a waiver by County of any breach of covenant, or any default which may then exist, on the part of Contractor. The making of any such payment by County while any such breach or default shall exist, shall not be construed as acceptance of substandard or careless work or as relieving Contractor from its full responsibility under this Agreement.

No waiver by either party of any default, breach or condition precedent shall be valid unless made in writing and signed by the parties hereto. No oral waiver of any default, breach or condition precedent shall be binding on any of the parties hereto. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder.

PERSONNEL
Contractor represents that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. All of the services required hereunder will be performed by Contractor or under its supervision, and all personnel engaged in the work shall be qualified to perform such services.

APPLICABLE LAw; VENUE
All parties agree that this Agreement and all documents issued or executed pursuant to this Agreement as well as the rights and obligations of the parties hereunder are subject to and govemed by the laws of the State of California in all respects as to interpretation, construction, operation, effect and performance. No

24. 14
#4..
- 116 -

27. 26.

24. interpretation of any provision of this Agreement shall be binding upon County unless agreed in writing by County and counsel for County.

Notwithstanding any other provision of this Agreement, any disputes conceming any question of fact or law arising under this Agreement or any litigation or arbitration arising out of this Agreement, shall be tried in lvlerced County, unless the parties agree otheMise or are otheMise required by law.

BREACH OF CONTRACT
Upon breach of this Agreement by Contractor, County shall have all remedies available to it both in equity and/or at law.

REMEDY FOR BREACH AND RIGHT TO CURE
Notwithstanding anything else in this Agreement to the contrary, if Contractor fails to perform any obligation of this Agreement, the County may itself perform, or cause the performance of, such agreement or obligation. ln that event, Contractor will, on demand, fully reimburse County for all such expenditures Altematively, County, at its option, may deduct from any funds owed to Contractor the amount necessary to cover any expenditures under this provision.

This is in addition to any other remedies available to the County by law or as otheMise stated in this Agreement.

SUCCESSORS IN INTEREST
All the terms, covenants, and conditions of this Agreement shall be binding and in full force and effect upon any successors in interest and assigns of the parties hereto. This paragraph shall not be deemed as a waiver of any of the conditions against assignment set forth herein.

CONFLICT OF INTEREST
Contractor covenants that it presently has no inlerest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. Contractor shall ensure that no mnflict of interest exists between its officers, employees, or subcontractors, and the County. Contractor shall ensure that no County officer or employee in a position that enables them to influence this Agreement will have any direct or indirect financial interest resulting from this Agreement. Contractor shall ensure that no County employee shall have any relationship to the Contractor or officer or employee of the Contractor, nor that any such person will be employed by Contrrctor in the performance of this Agreement without immediate divulgence of such fact to the County.

29. #4..
- 117 -

30. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS AND

FACILITIES
Contractor and any subcontractors shall comply with all applicable federal, state, and local Anti-discrimination iaws, regulations, and ordinances and shall not unlawfully discriminate, deny family care leave, harass, or allow harassment against any employee, applicant for employment, employee or agent of County, oi recipient of services contemplated to be provided or provided under this Agreement, because of race, ancestry, marital status, color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, age (over 4o), medical condition (including HIV and AIDS), or physical or mental disability. Contractor shall ensure that the evaluation and treatment of its employees and applicants for employment, the treatment of County employees and agents, and recipients of services are free from such discrimination and harassment.

Contractor represents that it is in compliance with and agrees that it will continue to comply with the Americans with Oisabilities Act of 1990 (42 U.S.C. S 12101 et seq.), the Fair Employment and Housing Act (Government Code SS 12900 et seq.), and ensure a workplace free of sexual harassment pursuant to Government Code 12950 and regulations and guidelines issued pursuant thereto.

Contractor agrees to compile data, maintain records and submit reports to permit effective enforcement of all applicable antidiscrimination laws and this provision' Contractor shall include this nondiscrimination pmvision in all subcontracts related to this Agreement and when applicable give notice of these obligations to labor organizations with which they have Agreements.

CAPTIONS
The captions of each paragraph in this Agreement are inserted as a matter of convenience and reference only, and in no way define, limit, or describe the scope or intent of this Agreement or in any way affect it.

SUBCONTRACTS. ASSIGNMENT
Contractor shall not subcontract or assign this Agreement, or any part thereof, or interest therein, directly or indirectly, voluntarily or involuntarily' to any person without obtaining the prior written consent by County. Contractor remains legally responsible for the performance of all contract terms including work performed by third parties undei subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement. Contractor shall be held responsible by County for the performance of any submntractor whether approved by County or not.

31. 32.
'16
#4..
- 118 -

34. Contractor hereby assigns to the County all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 1 5) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Parl 2 ol Division 7 of the Business and Professions Code), arising from the purchase if goods, materials, or services by the Contractor for sale to the County pursuant to this Agreement.

SEVERABILITY
lf a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid, in whole or in part, for any reason, the validity and enforceability of the remaining provisions, or portion of them, will not be affected. Compensation due to Contractor from the County may, however, be adjusted in proportion to the benefit received despite the removal of the effected provision.

DUPLICATE COUNTERPARTS
This Agreement may be executed in duplicate counterparts, each of which shall be deemed a duplicate original. The Agreement shall be deemed executed when it has been signed bY both Parties.

Signature page to follow
17 #4..
- 119 -

COUNTY OF TIIERCED
Daron McDaniel
Name
Chairman. Board of Suoervisott
Title
JUN 8 2021
Dat6d

APPROVEDASTO FORM

FORRESTW HANSEN
Telcion Gommunications GrouP
Name
hr:rav"l tnq t Ola-{''
Title
s ln\zt
Jeff Grant, Deputy County Counsel lV
g 6ir,P f{^,r, t, tnt-,

MERCED COUNTY COUNSEL
18 #4..
- 120 -
ATTACHMENT 1

SUBCONTRACTORS
Berk-tek
Cisco
Panduit
19 #4..
- 121 -
ATTACHMENT 2

ORDERING, REPORTING, AND RECONCILIATION PROCEDURES
ORDERING:

To order from the FOCUS Contract, Contractor needs:

1. A public agency purchase order (P'O.), stating the FOCUS Contract Number, made out to Contractor.

2. Confirmation that a copy of the P.o. has been sent to county via u.s. Mail or email.

Contractor can receive information in the following ways: U.S. Mail or email:

US mail:

Telcion Communications
Sales/FOCUS Contract orders
140 West Main Street
Turlock, Ca 95380
Email:
[email protected]
Upon receiving the above, Contractor will proceed with the ordering of the equipment delivered to Contractor ior delivery to the customer. The Order Administrator will also send a copy of the P.O. to the County.

REPORTING AND RECONCILIATION:

Contractor will report to County on a quarterly basis. The report and associated lees will be sent by Contractor no later than the 30h of the month, following the end of the q-uarter.(January 30s April 30th, July 30th, october 3oh) to the county via carrier. copies of P.o.'s will also be included.
#4..
- 122 -
#4..
- 123 -
#4..
- 124 -
#4..
- 125 -
#4..
- 126 -
#4..
- 127 -
#4..
- 128 -
#4..
- 129 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 13, 2024
Date: October 22, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Purchase Order Increase for Three Police Responders with Napa Ford CONTACT: Larry Devereaux, Fleet Manager, [email protected], 209-342-2214 DESCRIPTION:

Consider the price increase of Purchase Order 216608 for Napa Ford, Napa, CA by $50,404 for three Ford Police Responder Pickups for a revised total amount not to exceed $175,327 and forwarding to Council for approval. (Funding Source: Fleet Replacement Fund) STRATEGIC PLAN ELEMENT:

This action supports the City of Modesto 2020-2025 Strategic Plan Area of Focus: Governance and Service Delivery: “Build community trust in City government through responsive, transparent and efficient service delivery; Goal H: achieve long-term financial sustainability.

BACKGROUND:

On October 26, 2021, the Purchasing Division issued Request for Bid (RFB) 2122-30 for four Ford Police Responders on the City’s website under commodity codes1. Prospective bidders were notified online and via email of the bid opportunity. Thirteen companies chose to download the RFB document. On November 23, 2021, bids were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Four vendors chose to respond, there were no local bids received. Based on providing the lowest responsive and responsible bid, City staff recommended awarding the four Ford Responders to Napa Ford, Napa, CA for a total cost not to exceed $166,564.

On January 11, 2022, by Resolution 2022-015, Council approved the purchase of three Police Responders from Napa Ford, Napa, CA, not to exceed $166,564.

DISCUSSION:

After the Purchase Order was issued to Napa Ford on January 18, 2022, it was expected that 1 07048-Trucks (One-ton capacity and less)
#5..
- 130 -
Finance Committee, November 13, 2024
Purchase Order Increase for Three Police Responders with Napa Ford

Page 2 of 7 ends

this order would be accepted and placed in the order bank with Ford Motor Company; however, the order was not received by Ford during the order bank window and was not placed in the manufacturing schedule from the factory. Unfortunately, the industry-wide parts supply chain experienced significant delays exacerbating the delay. Three of the four Responders did not make the first order bank; therefore, one was received on February 24, 2023 at the original price and the remaining three were delayed. Since then, the Finance Department, Purchasing Division and Public Works Fleet staff worked with the dealership to determine the status of the Purchase Order. The order has been fulfilled through Ford Motor Company and delivered to the dealership. Unfortunately, due to the delay in receiving the vehicles, prices have increased by an additional $50,404 for a new cost of $175,327, which is an increase in cost of 40 percent.

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(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.”
The cost increase over the original bid is in alignment with current pricing, compared to the listed price on the California Department of General Services (DGS) website, through a competitively bid process. It is the recommendation from staff to increase the purchase order to continue the order and delivery of the law enforcement vehicles.

Qty Description Quoted Price Revised Price Price Increase CA DGS Price 3 Police Responder SuperCrew 4x4 $38,595.40 $53,633.00 $15,037.60 $ 53,084.00 Paint (roof & doors)
Doc Fees $ 500.00
Sales Tax $3,036.79 $4,767.47 $1,730.68 $ 4,711.21
Tire Recyclinbg Fee $8.75 $8.75 $ 8.75
Evr Fee $33.00 33.003
Each Responder $41,640.94 $58,442.22 $16,801.28 $ 58,303.96 Three (3) Responders $124,922.82 $175,326.66 $50,403.84 FISCAL IMPACT:

The anticipated cost increase of $50,404 will be absorbed within the current Public Works Fleet Replacement Fund in account 5409-53246-57003 budget.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the price increase of Purchase Order 216608 for Napa Ford, Napa, CA by $50,404 for three Ford Police Responder Pickups for a revised total amount not to exceed $175,327 and forwarding to Council for approval.
#5..
- 131 -
Finance Committee, November 13, 2024
Purchase Order Increase for Three Police Responders with Napa Ford

Page 3 of 7 ends

Approved by:

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

1. Purchase Order 216608

2. Napa Ford Invoice

3. Napa Ford Price Breakdown
#5..
- 132 -

PURCHASE ORDER
City of Modesto
Purchasing Division
1010 Tenth St.,Suite 5300
Modesto, CA, 95354
Tel: (209) 577-5405 Fax: (209) 544-8821
Purchase Order No: 216608
Deliver By : 15-JAN-2022
FOB :

Terms : Net 30
Buyer : Kimberly Presson
Requestor : Cynthia Sypolt
Issue Date : 18-JAN-2022
Page : 1 of 2 Revision:

Vendor: Ship To: Invoice To:

NAPA FORD LINCOLN
570 SOSCOL AVE
NAPA,CA, 94559POL_SPACE?>
PW.Fleet Services Administration
1609 8th Street
Modesto, CA 95354
City of Modesto Accounts Payable
PO Box 642
Modesto, CA 95353

Vendor Contact: Email: Fax:

LINE QTY UOM ITEM - DESCRIPTION UNIT PRICE EXTENDED PRICE 1 4 Each NEW AND UNUSED - FORD POLICE RESPONDER
SUPERCREW 4X4 (BLACK AND WHITE) PER
SPECIFICATION AFY 21/22, LINES 11-14
38,593.0000 154,372.00
2 4 Each SALES TAXFY 21/22, LINES 11-14 3,039.1900 12,156.76 3 4 Each TIRE RECYCLING FEEFY 21/22, LINES 11-14 8.7500 35.00 Note to Supplier: RESO #2022-16
SALES TAX: $ 0.00

IMPORTANT INSTRUCTIONS

1. EMAIL INVOICE PROMPTLY TO [email protected].

2. INVOICE EACH PURCHASE ORDER SEPARATELY.

3. ALL ITEMS F.O.B DESTINATION UNLESS OTHERWISE SPECIFIED.

4. CITY RESALE PERMIT NO.SRAM 28-043875.

5. ORDER SUBJECT TO CONDITIONS SET FORTH ON FACE OF ORDER AND ATTACHED TERMS AND CONDITIONS.

TOTAL: $ 166,563.76

#5..
- 133 -

PURCHASE ORDER-TERMS & CONDITIONS

1.PAYMENTS: Payments shall be made upon submission of itemized invoices in duplicate at the prices stipulated herein for supplies delivered and accepted or services rendered and accepted, less deductions, if any, as herein provided. Payment for partial deliveries may be made whenever amounts due so warrant or when requested by the Vendor and approved by the Purchasing Manager.

2.INSPECTION: All materials and workmanship are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event articles or services are detective or not in conformity with this order, the City shall have the rights to either reject the items or require correction. Defective articles or services shall be removed from City premises and/or corrected by and at the expense of the Vendor. Failure to inspect and accept or reject shall not relieve the Vendor from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

3.RESPONSIBILITY: Unless otherwise specified, the Vendor shall be responsible for all items covered by this Purchase Order until delivered at the designated delivery point and the Vendor shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.

4.SHIPMENT: All items F.O.B. Destination unless otherwise specified. When authorized, freight to be prepaid. Do not ship collect. Original receipted freight bill must accompany invoice. Shipment must be made within the time stated on Purchase Order, failing which City reserves the right to purchase elsewhere and Charge Vendor with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control, and without the fault or negligence of the Vendor.

5.CHANGES: This Purchase Order may at any time, by written order, be changed in regard to the materials or service to be furnished, quantities ordered, unit price, discount, delivery point or arrange¬ments, terms or any other matters affecting a valid order. In the event such change causes an Increase or decrease in the cost of performance hereunder, and equitable adjustment will be made for the cost thereof, subject to the approval of the Purchasing Manager, and written notice given therefore.

6.WARRANTY: Notwithstanding any other provisions of the order, Vendor warrants that the materials, supplies or other services furnished shall be of the most suitable grade and exactly as specified in this order. Such warranty shall include the following:
performance, workmanship, labor, materials, seller's design or engineering contributions. If a defect is discovered In any item of materials, supplies or services covered in this order, Vendor shall correct at its expense, including transportation/freight, such defects as are reported within one year of final acceptance. Upon expiration of the applicable warranty period. all such liability shall terminate except for fraud, or such gross mistakes as amount to fraud, latent defects or specific failure to comply with the terms of this order.

7.DISCOUNT: In connection with any discount offered, time will be computed from date of delivery to carrier when delivery and acceptance are at point of origin, or from date of delivery and acceptance if at destination or from date correct Invoice is received by City if invoice date is later than date of delivery.

8.INSURANCE: All orders where work, maintenance, or service is performed on City property require appropriate insurance and indemnification. Services will be suspended without proper insurance certificates being on file with the City. Contact the City Purchasing Office to verify the type and amount of insurance required.

9.EXEMPTIONS: The City is exempt from payment of Federal Excise Tax. All invoices shall be exclusive of such excise lax. If purchase is not subject to Sales Tax, the statement tor resale will appear in body of Purchase Order.

10.INFRINGEMENT: Vendor agrees to protect. indemnify and save harmless the City as buyer, its agents, officers, employees, and volunteers from any claim, loss or damage from infringement of trademarks patents, copyrights and unfair competition action with respect to this Purchase Order.

11.INDEMNITY: The Vendor 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 Vendor, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement. Vendor'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 Vendor to procure and maintain a policy of insurance. In the indemnity clause contained herein Vendor agrees to defend, indemnify and hold City harmless from the negligence of its employees, among other risks. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses and defense of third party suits, arising out of or relating to the operation of City owned vehicles by Vendor's employees is apportioned to Vendor in accordance with the provisions contained in Indemnity.

12.GOVERNING LAW: This Purchase Order shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of laws, provisions or principles.

13.LIABILITY: The City shall not be responsible for any damage that may accrue by reason of the death or injury of the person of the Vendor's officers, agents, employees, invitees, or licensees, or be set up at any time because of personal injury or damage to property sustained by any other person or persons, which may have been caused or contributed to, approximately or remotely, by reason of or in the course of performance of the Purchase Order. The Vendor shall assume full responsibility for the defense of any claim arising under the Purchase Order and the Vendor shall save, keep, and bear harmless the City, all officers and employees thereof, from all damages, costs, or expenses because of personal injury or property damage based on the performance of this Purchase Order or asserted against It.

14.DISPUTES: All disputes concerning questions of fact which may arise under this Purchase Order, and not disposed of by mutual consent, shall be decided by the Purchasing Manager.

15.OFFER AND ACCEPTANCE: Vendor represents its acceptance to provide products and/or services as follows: City's offer to purchase products and/or services is expressly conditioned upon Vendor's assent to the terms and conditions set forth in City's purchase order documents, specifications, supporting data, and these articles. Vendor agrees that Vendor's Order Acknowledgment terms and conditions received prior to, during, or after order placement by City are hereby rejected. City purchase orders signed by the City's Purchasing Manager or his/her designated agent and issued to Vendor constitute written notification to Vendor of City's rejection of any and all of Vendor Order Acknowledgments, counter offers and changes to the City's terms and conditions.

16.CANCELLATION: The City reserves the right to cancel the order with the vendor upon failure to meet contractual expectations and/or obligations, as recommended by the Purchasing Manager or his/her designee. Either party may terminate the contract in its unilateral discretion for any or no reason by providing at least sixty(60) days written notice of its desire to terminate.

17.ASSIGNMENT: Neither this purchase order nor any portion thereof shall be subcontracted or assigned without the written consent of the City in each and every instance.

18.MISCELLANEOUS: Time is of the essence in each and every provision of this purchase order. #5..
- 134 -
#5..
- 135 -
Qty Description Quoted Price Revised Price Price Increase CA DGS Price 3 Police Responder SuperCrew 4x4 $38,593.00 $53,633.00 $15,040.00 $ 53,084.00 Paint (roof & doors)
Doc Fees $ 500.00
Sales Tax $3,039.19 $4,767.47 $1,728.28 $ 4,711.21
Tire Recyclinbg Fee $8.75 $8.75 $ 8.75
Evr Fee $33.00 33.003
Each Responder $41,640.94 $58,442.22 $16,801.28 $ 58,303.96 Three (3) Responders $124,922.82 $175,326.66 $50,403.84 Tracy Ford PO#216609
Ordered 1-15-2022
IFB 2122-30 (4) Ford Police Responders - Napa Ford - Received (1) 2-24-2023 at original quoted price Council : 1-11-2022
RESO #2022-16 PO#216608
#5..
- 136 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 13, 2024
Date: October 14, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: American Rescue Act Plan Spending Plan Update
CONTACT: DeAnna Christensen, Director of Finance, [email protected], 209-577-5387
DESCRIPTION:

Consider an informational update on the American Rescue Plan Act spending plan, a Memorandum of Understanding between the City of Modesto and Modesto Fire Department to implement the Fire Station 1 enhancement program and forwarding to Council for approval. (Funding Source: American Rescue Plan Act)
STRATEGIC PLAN ELEMENT:

This item supports each of the initiatives in the City’s 2020-2025 Strategic Plan.

BACKGROUND:

In April 2021, President Biden signed into law the American Rescue Plan Act (ARPA) a $1.9 trillion emergency relief measure intended to provide relief to address the impact of COVID-19.

Key allocations from the American Rescue Plan that have been made available directly from the federal government for the community included direct support for businesses, homeowners, renters, and restaurant/bar owners.

This legislation made a historic investment into local governments that included making $45,897,056 available to the City of Modesto to help address the local impact of COVID-19. The $45.89 million is being made available by the U.S Treasury directly to the City in two tranches: 50 percent was made available in May 2021, and the remaining 50 percent was received on June 6, 2022. The deadline to obligate funds is December 31, 2024, and the deadline to expend the funds is December 31, 2026.

The Treasury Department has periodically released guidance on the eligibility of funds and released their Final Rule for the use of ARPA funds in January 2022. A summary of the allowable uses is below:
#6..
- 137 -
Finance Committee, November 13, 2024
American Rescue Act Plan Spending Plan Update

Page 2 of 5 ends

1. Public Health Response
a. Coronavirus State and Local Fiscal Recovery Funds provide resources to support the public health and safety response required due to the pandemic. Additionally, these funds can also support services that address disparities in public health that have been exacerbated by the pandemic. The City is able to use this funding to address a broad range of public health needs across COVID-19 mitigation, medical expenses, behavioral healthcare, and public health resources.

2. Address Negative Economic Impacts
a. To alleviate the economic hardships caused by the pandemic, Coronavirus State and Local Fiscal Recovery Funds enable eligible state, local, territorial, and Tribal governments to provide a wide range of assistance to individuals and households, small businesses, and impacted industries, in addition to enabling governments to rehire public sector staff and rebuild capacity. Among these uses include:
i. Supporting small businesses, helping them to address financial challenges caused by the pandemic and to make investments in COVID-19 prevention and mitigation tactics, as well as to provide technical assistance. To achieve these goals, recipients may employ this funding to execute a broad array of loans, grants, in-kind assistance, and counseling programs to enable small businesses to rebound from the downturn.
ii. Speeding the recovery of the tourism, travel, and hospitality sectors, supporting industries that were particularly hard-hit by the COVID-19 emergency and are just now beginning to mend. Similarly impacted sectors within a local area are also eligible for support.

3. Supporting the Hardest-Hit Communities and Families
a. Support with investments in housing and neighborhoods, such as services to address individuals experiencing homelessness, affordable housing development, housing vouchers, and residential counseling and housing navigation assistance to facilitate moves to neighborhoods with high economic opportunity. b. Addressing educational disparities through new or expanded early learning services, providing additional resources to high-poverty school districts, and offering educational services like tutoring or afterschool programs as well as services to address social, emotional, and mental health needs.

4. Replacing Lost Public Sector Revenue
a. Recipients may use these funds to replace lost revenue. The Treasury’s Final Rule establishes a methodology that each recipient can use to calculate its reduction in revenue. Alternatively, recipients may choose to take a standard allowance of $10 million in Revenue Replacement over the life of the program to be used on governmental services, rather than utilize the revenue loss formula for their amount of eligible funds. Because of the flexibility that using the standard allowance of $10 #6..
- 138 -
Finance Committee, November 13, 2024
American Rescue Act Plan Spending Plan Update

Page 3 of 5 ends

million offers the organization, the City of Modesto is opting to use the standard allowed rather than the revenue loss formula to help promote the ability of the organization to maximize the reach of the funds.

5. Investments in Water and Sewer Infrastructure
a. Recipients may use Coronavirus State and Local Fiscal Recovery Funds to invest in necessary improvements to their water and sewer infrastructures, including projects that address the impacts of climate change. Recipients may use this funding to invest in an array of drinking water infrastructure projects, such as building or upgrading facilities and transmission, distribution, and storage systems, including the replacement of lead service lines.

6. Investments in Broadband Infrastructure
a. Recognizing the acute need in certain communities, Treasury’s Final Rule provides that investments in broadband be made in areas that are currently unserved or underserved—in other words, lacking a wireline connection that reliably delivers minimum speeds of 25 Mbps download and 3 Mbps upload.

On August 10, 2023, Treasury released on its website the 2023 Interim Final Rule1 which implemented three new eligible uses authorized in the Consolidated Appropriations Act (CAA), 2023. The three new eligible uses included the following:

1. Emergency Relief from Natural Disasters
a. This eligible use allows recipients to use ARPA funds to provide emergency relief from natural disasters or the negative economic effects of natural disasters.

2. Surface Transportation
a. Recipients may use ARPA Funds for projects eligible under the 26 surface transportation programs specified in the 2023 CAA (Surface Transportation projects) but are subject to certain requirements and limitations.

3. Title I Projects
a. Recipients may use ARPA funds for Title I projects, which are the activities eligible under the Community Development Block Grants (CDBG) and Indian Community Development Block Grants (ICDBG) programs but are subject to certain requirements and limitations.

DISCUSSION:

As the Treasury obligation deadline of December 31, 2024, is closely approaching, City staff have determined the Fire Station 1 Deferred Maintenance program in the amount of $2,000,000 will not meet the obligation deadline. With the critical need to address the evaluation of either addressing the structural improvements for the existing Fire Station 1 or rebuilding a new Fire Station 1, the City is proposing we establish an intra-agency agreement2 between the City of Modesto and Modesto Fire Department to meet the obligation requirements for this ARPA 1 https://home.treasury.gov/system/files/136/2023-Interim-Final-Rule.pdf 2 https://home.treasury.gov/system/files/136/SLRF_ObligatingFunds_Jul11.pdf #6..
- 139 -
Finance Committee, November 13, 2024
American Rescue Act Plan Spending Plan Update

Page 4 of 5 ends

program. An intra-agency agreement allows the City to enter into a Memorandum of Understanding between departments, and agencies with the recipient government of the ARPA funding to address the obligation deadline. The Treasury Department has provided guidance that such an intra-agency agreement is sufficient to establish an obligation meeting ARPA’s requirements One of the project requirements that falls under this intra-agency agreement includes providing public safety services which having a functional Fire Station is needed to provide these services.

The Fire Department is currently working with Modesto-based architectural firm, Red Inc, to investigate the existing conditions of Fire Station 1. This investigation involves consultants from the following engineering disciplines: architectural, structural, mechanical, and electrical, to determine the cost estimate of necessary improvements. The outcome of this study will help determine the nature of the enhancement implementation for the Fire Station 1 project. The investigation findings are estimated to be delivered by the end of November 2024 so that a request for proposals can begin shortly thereafter.

FISCAL IMPACT:

The City received $45,897,056 in ARPA funding and the current ARPA program at risk with not meeting the obligation deadline is the $2,000,000 allocated for the Fire Station 1. Below is a summary of the current expended or obligated activity as of October 7, 2024.

Department
Approved
Allocation Committed Expensed
Remaining
Balance
Community Economic Development $ 10,340,569 $ 3,828,765 $ 5,121,739 $ 1,390,065 Information Technology $ 990,000 $ 38,294 $ 798,404 $ 153,302 Modesto Fire Department $ 2,600,000 $ - $ 600,000 $ 2,000,000 Modesto Police Department $ 987,116 $ - $ 987,116 $ -
Parks, Recreation and Neighborhood $ 12,426,338 $ 6,543,076 $ 4,944,996 $ 938,266 Public Works $ 4,030,000 $ 297,939 $ 3,673,937 $ 58,124 Finance, HR, and OPMB $ 14,523,033 $ - $ 12,718,485 $ 1,804,548 TOTAL $ 45,897,056 $ 10,708,074 $ 28,844,677 $ 6,344,305 All of the other departments anticipate all remaining balance will be obligated by the December 31, 2024 deadline.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion accepting an informational report update on the American Rescue Plan Act spending plan and forwarding to Council for approval.

Motion recommending a Memorandum of Understanding between the City of Modesto and Modesto Fire Department to implement the Fire Station 1 enhancement program and forwarding to Council for approval.

Approved by: _____
DeAnna Christensen, Director of Finance
#6..
- 140 -
Finance Committee, November 13, 2024
American Rescue Act Plan Spending Plan Update

Page 5 of 5 ends

Joseph P. Lopez, City Manager
Attachments:

1. Memorandum of Understanding_CoM ARPA_Fire Station 1_FINAL #6..
- 141 -
Memorandum of Understanding
Fire Station 1 Project
To: City of Modesto Fire Department
From: City of Modesto, City Manager
Date: __________________
I. Introduction
According to the ARPA SLFRF Final Rule effective April 1, 2022, Treasury has stated, “In recognition of the importance of capital expenditures in the COVID-19 public health Response, Treasury enumerates that the following projects are examples of eligible capital expenditures, as long as they meet the standards for capital expenditures in section Capital Expenditures in General Provisions: Other:
 Improvements to or construction of emergency operations centers and acquisition of emergency response equipment” (Page 60-61of the Final Rule).

II. Conditions on the Use of Fund
Through this Memorandum, the Department will abide by the following conditions:
a. Any funds not expended as authorized under this agreement must be refunded to the city before December 31, 2026.
b. Any funds that are not expended by December 31, 2026, are subject to recapture by the city for return to the United States Department of Treasury. c. The Department has responsibility for identifying and recovering SLFRF funds that were expended in error, disallowed, or unused.
d. To ensure compliance with the existing ARPA SLFRF guidelines set forth by the US Treasury, the Department shall provide on a quarterly basis to city council a comprehensive and detailed list of al ARPA-related expenditures on an itemized invoice and shall also provide any backup documentation to support such expenditures. The Department will also provide performance updates for all projects to show they are meeting key performance indicators.
e. The Department will comply with all closeout procedures for the awards, including full compliance with the agreement terms and conditions, ARPA SLFRF rules and guidance, and 2 CFR 200. Key tasks will be closeout communications, confirmation for maintenance of records and financial documents, receipt of all final reimbursement requests or payment requests, receipt of all financial reports and performance reports, fulfillment of any requests to reconcile reports and payment requests. The retention period per SLFRF compliance and reporting is 5 years.
#6..
- 142 -
III. Provision of Funds
The City of Modesto, as authorized by its City Council, has authorized ARPA SLFRF funds to the City of Modesto Fire Department to carry out the Fire Station 1 Project identified below up until December 31, 2026.

Exp. Cat. Project Name Description SLFRF Estimated
Contribution

1.1 Feasibility Study Investigation of existing
conditions of Fire Station 1
involving consultants from the
following engineering
disciplines: architectural,
structural, mechanical, electrical
to determine the cost estimate of
necessary improvements.
$43,400

1.2 Enhancement
Initiative
Enhancement implementation for
Fire Station 1 project.
$1,956,600
Total $2,000,000
The funds obligated in this MoU will be used in two parts. The first will be to contract with a professional service provider to conduct a feasibility study for the cost estimate of Fire Station 1 improvements. The second will be to subaward the implementation of the enhancements to an eligible and qualified subrecipient. The City of Modesto and the Modesto Fire Department have agreed to the terms within this Memorandum of Understanding for carrying out these projects through December 31, 2026.

IV. Scope of Work
The Fire Station 1 Project Feasibility Study will be captured under “Expenditure Category 1.1 - Feasibility Study”. Below is a summary of the scope of work that is authorized under this MoU:
a. The project scope includes the following:
i. Architectural services to investigate existing conditions, meet at the site with users to develop design, measure existing building and develop existing floor plans, develop proposed floor plans for basement and 2nd floor, coordinate and consult engineers’ work, provide scoping plan for use in cost estimating, provide scoping narrative for use in cost estimating.
ii. Structural Engineering services to investigate existing conditions (1 site visit), review existing report for structural improvements, provide narrative/diagrams for proposed structural improvements that are needed.
iii. Mechanical Engineering services to investigate existing conditions and provide narrative of mechanical and plumbing upgrades needed for improvements. iv. Electrical Engineering services to investigate existing conditions, provide narrative of electrical, lighting, and low voltage upgrades needed for improvements, and construction documents.
#6..
- 143 -
v. Cost Estimating services to investigate existing conditions and provide cost estimate based on scoping drawings and narratives.

The First Station 1 Project Enhancement Implementation will be captured under “Expenditure Category 1.2 – Enhancement Initiative”. Below is a summary of the scope of work that is authorized under this MoU:
a. The project scope includes the following:
i. Engineering design and project management required for the preparation of final design documents, including plans, specifications, and estimates. The scope also includes engineering support during construction once the project is bid on and awarded.
ii. Construction Documents to include drawings, specifications, and construction cost estimate.
iii. Project Management necessary to ensure the efficient completion of the project.

Project management duties would include, but are not limited to, coordination of subconsultant activities; providing updates and seeking input from City staff as appropriate; monitoring of project budget and schedule; and preparation for and attendance at meetings as directed by City staff.
iv. Permitting, coordinating, and submitting applications, plan reviews for all permitting necessary for design shall be the responsibility of the consultant. vi. Engineering support during construction will be provided by consultant during bid services and engineering support during the construction phase of the project.

These projects are subject to the terms, conditions, and policies of ARPA SLFRF, the Modesto Fire Department, and the relevant state and federal laws and regulations. Project deliverables shall include the scoping study and enhancement implementation of the Fire Station 1 Project, inclusive of performance and financial monitoring and reporting. The City and the Modesto Fire Department shall supplement this agreement to provide greater detail on the specific scope of work and project deliverables prior to December 31, 2024.

V. Procurement of Goods or Services
The Department will:
a. Comply with the City of Modesto American Rescue Plan Act Internal Control Policy, as well as those portions of the City of Modesto Administrative Code relative to procurement, and the City of Modesto’s Purchasing Policy, as well as any other applicable federal or state procurement requirements.
b. Comply with 2 CFR 200 (Uniform Guidance) for accounting standards and cost principles.
c. Comply with all Federal, State, and local laws, and 2 CFR 200.317 through 200.327 regulations related to procurement.
d. The Modesto Fire Department will run competitive procurement processes to award the professional service provider and require the acceptance of the city’s ARPA contract amendment which includes the required and applicable 2 CFR 200 Appendix II terms and conditions.
#6..
- 144 -
e. The Modesto Fire Department may elect to direct award to an eligible subrecipient for the implementation of the project. The subrecipient shall be assessed for eligibility and risk prior to award and maintain Unique Entity Identification (UEI) in SAM.gov.

VI. Binding Effect
The City of Modesto, by and through the City Manager and authorized by the City Council, and the Modesto Fire Department have agreed to the terms within this Memorandum of Understanding for implementation of the stormwater projects identified herein until December 31, 2026, or date of completion, whichever is sooner, with a total obligation amount of $2,000,000.

VII. Attachments
#6..
- 145 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 13, 2024
Date: October 10, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Parking Access Control Revenue System Upgrade, Field Devices and Software CONTACT: Patrick Crowley, Senior Public Works Manager, [email protected], 209-402-6812
DESCRIPTION:

Consider an Agreement with Amano-McGann, Inc., Roseville, MN for Parking Access Control Revenue System Upgrade, Field Devices and Software for a total amount not to exceed $963,172 over five years and forwarding to Council for approval. (Funding Source: Measure H Funds) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Area of Focus, Economic Vitality: “retain and attract residential, commercial, and industrial development to meet the community’s needs today and for the next generation”; Goal G: “Make Downtown Modesto A Regional Destination”.

BACKGROUND:

The City of Modesto Public Works Department, Parking Services Division, operates and services the City’s three parking garages and five surface lots. Through hourly parking rates and monthly contractual charges to area businesses, the City’s parking facilities are fully funded.

On April 24, 2007, the City Manager authorized a Request for Proposal for the purchase and installation of a parking automated attendant system (hardware/software) and the Purchasing Division issued RFP No. 0809-02 and 24 firms requested the documents and three firms responded. The evaluation committee ranked Amano McGann, Inc., Roseville, MN as the highest rated firm.

On March 2, 2010, by Resolution No. 2010-076, the City awarded Amano McGann, Inc. the Agreement for the hardware installation and on-premises server and software of the original Parking Access Control Revenue System (PARCS). The City has held Annual Agreements for #7..
- 146 -
Finance Committee, November 13, 2024
Parking Access Control Revenue System Upgrade, Field Devices and Software

Page 2 of 3 ends

Parking Garage Automated System Equipment with Amano McGann, Inc. in the years since, with the current agreement set to expire April 2, 2025.

On October 17, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for PARCS Upgrade, field devices and software. A bid waiver was approved with the bidding exception of Original Equipment Manufacturer (OEM) as purchasing an entire new system through another supplier would be significantly more expensive and time extensive.

DISCUSSION:

The current Amano McGann Agreement was for installing the AMG 4000 series hardware, onpremises server, and software. This system is self-hosted, which means the server and management are currently performed by City staff. Due to the age of the system, components are no longer available or supported by the manufacturer, and the version of software does not have the capacity to meet customer expectations or management needs. The proposed upgrade of the Amano One software includes license plate reader technology, touchless entry, pay, and the ability to manage gateless ingress/egress. Enhanced intercom technology, cameras at gate entrance and exit machines and intuitive pay stations, will improve customer service for both permit holders and general users of the City’s garages.

Additionally, the software will be cloud based and reduce the burden on City staff and the budget for maintaining servers and software. The upgraded PARCS will improve overall garage management through enhanced controls and reporting capabilities.

On September 26, 2024, this item was presented and approved by the Technology Steering and Alignment Committee by a unanimous 5-0 vote.

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 formal bid procedures.

However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchase Agency’s requirements can be met solely by a single article or process. Here, Purchasing an entire new system with a new vendor would cost substantially more than upgrading the current system. Therefore, staff recommends the Parking Access Control Revenue System Upgrade, Field Devices and Software Agreement with Amano McGann, Inc. should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) since Amano McGann, Inc. is the Original Equipment Manufacturer of Amano branded equipment.
#7..
- 147 -
Finance Committee, November 13, 2024
Parking Access Control Revenue System Upgrade, Field Devices and Software

Page 3 of 3 ends

FISCAL IMPACT:

The anticipated cost of $963,172 is currently budgeted in the Measure H Fund for FY 2024-2025 in account 0160-53251-53300 and was approved as part of the FY 2024-25 Measure H Spending Plan as part of the FY 2024-25 Adopted Budget by the City Council.

ANTICIPATED AGREEMENT EXPENDITURES
9th Street
Year 1 Year 2 Year 3 Year 4 Year 5 Total
Initial Install $336,146 $336,146
Monthly $1,041 $1,072 $1,105 $1,138 $1,172
Yearly Total $12,495 $12,869 $13,255 $13,653 $14,063 $66,335 9th Street - 5 Year Total $402,481
10th Street
Year 1 Year 2 Year 3 Year 4 Year 5 Total
Initial Install $338,877 $338,877
Monthly $1,190 $1,226 $1,262 $1,300 $1,339
Yearly Total $14,280 $14,708 $15,150 $15,604 $16,072 $75,814 10th Street - 5 Year Total $414,691
11th Street
Year 1 Year 2 Year 3 Year 4 Year 5 Total
Initial Install $97,135 $97,135
Monthly $767 $790 $814 $838 $863
Yearly Total $9,204 $9,480 $9,765 $10,057 $10,359 $ 48,865 11th Street - 5 Year Total $146,000
Year 1 Total $808,136
Five Year Agreement Total $963,172
*Years 2-5 Includes a 3% escalator
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Agreement with Amano McGann, Inc., Roseville, MN for Parking Access Control Revenue System Upgrade, Field Devices and Software for a five-year Agreement, for a total amount not to exceed $963,172 over five years; and forwarding to Council for approval.

Approved by:

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

1. AMI Agreement with Exhibits

2. SaaS Terms and Conditions

3. Bid Waiver

4. Financial Interest Disclosure form
#7..
- 148 -

CONTRACT
This Contract dated as of the Contract Date set forth below, is between _____________ __________________________________________(hereinafter referred to as the “Client”), and Amano McGann, Inc., a Delaware corporation (hereinafter referred to as “Contractor”).

The address of Client is: _____________________________ _____________________________
_____________________________
The address of Contractor is: Amano McGann, Inc.
2699 Patton Road
Roseville, MN 55113
The Date of Contract is: __________________
Substantial Completion Date is: ____________________or ___ days after receipt of down payment, whichever occurs later.

The Project is: _______________________________
The Contract Sum is: $______________
The Down Payment is: $______________
In consideration of the mutual covenants and conditions hereinafter set forth and the forgoing definitions which are incorporated herein, the parties hereby agree as follows:

ARTICLE I
The Work

1.1 The Contractor, pursuant to the provisions hereof, shall perform all the work necessary to fully and completely construct the improvements as described and specified in the following documents that are attached hereto as Exhibit A, and are by this reference incorporated herein:
the Contractor’s Proposal and the Scope of Work dated _____________, collectively referred to herein as the “Proposal”, and the work described in the Proposal is hereinafter referred to as the “Work”).

1.2 The Contractor shall perform all the Work and furnish all the supervision, materials, equipment, labor, services, hoisting and transportation for same, together with, any tools and machinery necessary to perform the Work.

1.3 Contractor shall commence Work immediately upon receipt of the down payment. The Contractor shall substantially complete the Work by the Completion Date. Should the Contractor be delayed in the completion of the Work by any act, inaction or default of Client, or of any agent or contractor of Client, or by any labor dispute, unusual delay in deliveries, abnormally adverse weather conditions, damage by fire or other casualty or act beyond the control of the Contractor, then the Completion Date shall be extended for a period equivalent to the time lost by reason of any of the aforesaid causes.

1.4 All materials and equipment supplied as part of the Work shall be new, and all workmanship shall be of the best quality in strict accordance with this Contract. The Contractor shall make no substitution of materials unless approved by the Client. All work performed by the Contractor shall be under the direction of a competent supervisor on the Premises employed by the Contractor. The Contractor shall enforce strict discipline and good order among the Contractor’s employees and other persons carrying out the Contract. The Contractor shall not permit employment of unfit persons or persons not skilled in tasks assigned to them.

P.O. Box 642
Modesto, CA 95353
City of Modesto
Upgrading PARCS field devices and SaaS

0.00 963,172
#7..
- 149 -

1.5 The Contractor shall cleanup the Premises in a thorough and workmanlike manner during the progress of work and upon completion.

1.6 The Contractor shall take all necessary precautions to keep the Premises free of safety hazards, and shall correct any damage or disfigurement to contiguous work or property resulting from the Work.

1.7 The Contractor agrees to comply with all codes, regulations or ordinances of any governmental units or agencies which have jurisdiction overall or any portion of the Work applicable to Contractor.

1.8 The Contractor shall procure and obtain any licenses and permits required for the Contractor to perform the Work.

1.9 The Contractor shall keep the Project free and clear from all liens and charges arising out of the Work and shall give the Client prompt written notice of actual and prospective claims of any such liens or charges known to the Contractor.

1.10 The Work shall be deemed fully complete when all components of the Work have been totally completed as per Exhibit A.

1.11 The Contractor hereby warrants and guarantees the Work in accordance with the Manufacturer’s Licenses and Warranties (Exhibit B) attached hereto and in addition, warrants and guarantees that the Work will be of the best quality, containing all new materials and that the Work including all materials supplied shall be free of defects in material and workmanship for a period of (1) year from the date of substantial completion of the Work.

1.12 Contractor shall at all times provide sufficient, safe and proper facilities for the inspection of the Work by Client. Contractor agrees and understands that Client will not provide continuous or exhaustive inspection of Contractor’s Work and that Contractor is responsible for the materials, procedures, means, methods, sequences and techniques utilized, for coordinating all portions of the Work and for providing completed Work.

1.13 Client may from time to time request to make changes in the Work that it may deem desirable.

Upon request of Client, Contractor shall review all information presented to it by Client relating to a change in the Work and shall submit a written proposal for any applicable price and time adjustment attributable to the Client’s request for information relating to a change in the Work.

When a “Change Order” is issued pursuant to a change required by the Client, the Contract Sum shall be adjusted accordingly. Contractor shall thereupon perform the changed Work in accordance with the terms of this Contract and the Change Order. Should Contractor proceed with changed Work without a Change Order or a directive issued pursuant to this Paragraph 1.13 Client shall not be liable for any additional costs incurred or delays encountered in the performance of such changed Work without such a written Change Order. All changes to the Work shall be deemed a part of the Work and shall be governed by this Contract.

1.14 Contractor and its subcontractors shall employ only such labor as will work in harmony with other trades upon the job and shall not use materials or employ means which may cause strikes or other labor troubles by any person employed in or about the premises. Contractor shall take such measures as are necessary to minimize disruption to the operation of the premises during the performance of the Work.

1.15 Contractor shall provide Client a set of “as-built” drawings of the Work upon its completion thereof.

ARTICLE II
Payment

2.1 Provided the Contractor shall not be in default in the performance of any provision of this Contract to be performed by the Contractor, the Contractor shall receive in payment of its performance hereunder an amount equal to the Contract Sum as follows:

The Down Payment ($____________) shall be made within10 days following the execution of this Contract by both parties.

0.00 #7..
- 150 -
Upon arrival of the equipment at the Project site or other designated location, the Contractor shall submit to the Client a written requisition for payment number 2 in the amount of ($___________).

The requisition, shall be payable to the Contractor within twenty-five (25) days after submission.

The remaining Contract balance ($______________) less 5% will be due within 25 days after completion of the Work.

The final 5% of the Contract sum will become due upon completion of system startup and Client training. Upon receipt of final payment of the Contract Sum due hereunder; the Contractor shall deliver to the Client a final waiver of lien sufficient to waive and release any and all claims of compensation due or to become due in consideration of the Work.

2.2 The Client hereby grants to Contractor a security interest in all equipment, materials and other items described in the Exhibit A to secure payment of all obligations owed by Client to Contractor.

Such security interest shall continue until Client fully performs all its obligations under this Contract, including but not limited to full payment of the Contract Sum. Client agrees to execute and deliver to Contractor such financing statements and other documentation as may be necessary, desirable or appropriate to evidence, perfect and/or maintain the security interest granted by the Client.

ARTICLE III
Indemnification

3.1 To the extent permitted by applicable law, the Contractor agrees to indemnify and hold harmless the Client, and their agents, employees, members, partners, beneficiaries and anyone else acting on behalf of any of the foregoing harmless from, any and all damage or injury of any kind or nature whatsoever caused by, resulting from, arising out of or occurring in connection with the execution of the Work.

3.2 The Contractor hereby releases and discharges the Client from liability for and assumes the risk of loss of or damage to equipment or other property of the Contractor, and hereby indemnifies the Client against all claims and liabilities for loss of or damage to equipment or other property of third parties leased or otherwise used by the Contractor and tools or other property owned by or in the custody of the Contractor’s employees.

3.3 The Contractor agrees to pay all royalties and license fees and to indemnify and hold harmless the Client and its agents from loss or damage or expense to which they may be put as a result of claims made or litigation on account of alleged violation or infringement of any royalties, patents or patented rights arising out of the Work, methods, materials or things used by the Contractor.

ARTICLE IV
Insurance

4.1 The Contractor shall purchase and maintain insurance issued in amounts specified in Contractor’s Insurance Certificate (Exhibit C) attached hereto, and no Work shall be commenced under this Contract until Contractor shall have obtained all specified insurance.

Taxes

4.2 Contract Sum does not include any sales, use, excise or other tax unless specifically stated otherwise in the Proposal (Exhibit A). If Client is tax exempt Client will provide Contractor with a tax exemption certificate for this Project. Client agrees to pay and satisfy any taxes levied in connection with this Project, and to hold Contractor harmless from all tax obligations, penalties and interest imposed by any governmental entity in connection with this Contract. #7..
- 151 -

ARTICLE V
Termination

5.1 Should the Contractor or Client default in its obligations hereunder and should either party fail to cure same within thirty (30) days after written notice from the other party then, at its sole and exclusive remedy hereunder the other party may terminate this Contract. Upon such a termination, the Contractor shall be entitled to recover from the Client, full payment for all work performed to the date of such termination.

ARTICLE VI
General Provisions

6.1 All notices hereunder shall be deemed to be made properly if personally delivered, Sent by nationally recognized overnight courier or by registered or certified mail, return receipt requested, and addressed to the parties at the addresses heretofore set forth. The address may be changed by either party giving such notice. Notices shall be deemed delivered upon delivery, or, if delivery is refused, upon such refusal.

6.2 Contractor shall not be liable for any damages, direct, indirect, incidental or consequential, resulting from delay in performance or nonperformance caused by contingencies, happenings, or causes beyond the control of Contractor, including but not limited to fire, flood, storm, power failure, labor trouble or shortage, war, acts of Government, accidents, material shortage, equipment failure, or acts of God. In the event of the occurrence of any such contingence, Contractor may suspend or terminate its performance hereunder without responsibility to Client for any damages resulting from such suspension or termination.

6.3 The Client agrees not to solicit, contract with, hire or otherwise engage the services of any of the Contractor’s employees rendering services to Client for a period of one hundred eighty (180) days after the termination of any and all obligations between the parties.

6.4 This laws of the State of Minnesota shall govern the validity, interpretation and construction of the Contract and all rights and obligations of Contractor and Client, respectively, notwithstanding any choice-of-law rules that would otherwise dictate application of the laws of any other jurisdiction.

6.5 If any term or provision of this Contract shall be found to be illegal, unenforceable or in violation of the laws, statutes, ordinances or regulations of any public authority having jurisdiction thereof by a court of competent jurisdiction, then, notwithstanding such term or provision, this Contract shall be and remain in full force and effect and such term shall be deemed stricken; provided, however; this Contract shall be interpreted, whenever possible, so as to reflect the intentions of the parties as indicated by any such stricken term or provision.

6.6 This Contract constitutes the entire agreement between the Contractor and the Client relating to the Work and all prior negotiations and agreements are merged herein. Except as specifically provided herein, no modification, waiver, termination, rescission, discharge or cancellation of this Contract or of any terms thereof shall be binding on the Contractor unless in writing and executed by an officer or employee of the Contractor specifically authorized to do so.

IN WITNESS WHEREOF, the parties hereto have caused this Contract to be properly executed as of the day and year first above written.

Client Contractor
By: ___________________________ By: ________________________ .

Name:_________________________ Name:_______________________ Date:_______________________ Date:________________________ V1105
#7..
- 152 -

YOUR PARKING

TECHNOLOGY PARTNER

PROPOSAL
Prepared For: City of Modesto 11th St.

Garage Amano One Upgrade
Project Location
935 11th St.

Modesto, CA
95354
Submission Date
6/27/2024
Submitted To:

Patrick Crowley
City of Modesto
Prepared By
Lew Kious
San Leandro - 003
[email protected]
#7..
- 153 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. ©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. #7..
- 154 -
#7..
- 155 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

June 27, 2024
Patrick Crowley
City of Modesto
Modesto, CA

Dear Patrick,

Thank you for the opportunity to provide a state-of-the-art Amano ONE PARCS upgrade proposal for the 11th Street Garage located in Modesto, CA. As a longtime customer of Amano McGann, we value your business partnership through the years and are pleased to showcase our most sophisticated and reliable platform yet.

The simplified, powerful and scalable Amano ONE cloud-based solution is an industry game changer that will exceed the requirements and expectations of the City's stakeholders. Compared to legacy PARCS solutions, the Amano ONE platform is fully cloud-based, re-imagined from the ground up, and leverages the latest technologies resulting in improved controls and maximum efficiencies for your facility operations. In addition to the fastest hardware and software in the industry, the Amano ONE cloud-based system offers a variety of forward-looking solutions which includes the following features:
● A ‘True’ Cloud-Based Platform – Powerful, responsive design which allows for management of parking operations from any device with no apps needed. ● Only one moving component (printer) inside the revenue devices, which means minimized risk of broken parts and substantially less system downtime. ● Effortless switch to Prepaid and Event Mode on entry devices with additional Windcave EMV terminals.
● Contactless Access and Payment Solutions – Eliminates touch points to enhance the safety and overall parking experience with handsfree access and contactless payment options. ● Credit Card Exit Pay – Offers the convenience and the security of contact and NFC credit card payments with a PCI P2PE certified processing solution. ● Mobile Pay-by-Phone – Provides the convenience of paying parking fees via a smartphone with no app to download.
● Proximity Readers – Accelerates ingress and egress for monthly cardholders with integrated proximity readers.
● Mobile and Online Validations – Offers a variety of validation options including virtually validating tickets through a web browser or scanning a QR validation code on a mobile device.
● Built-in Call Center – Easily respond to patron calls, view transaction details, push new rates, apply discounts, or vend gates with Amano ONE’s built-in camera and IP intercom. ● Local support for when you do need us - Despite the Amano ONE platform being up to 95% less service-dependent than any of its predecessors, Amano McGann is still local and available for when you do need us!
#7..
- 156 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

We are fully committed to rewriting the standard of what a PARC system delivers and the expectations that come along with it. We are confident that utilizing Amano ONE at the 11th Street Garage will be a story worth telling over and over again. We look forward to writing this next chapter with you.

The provided prices include the equipment, required data cabling, freight, taxes, and installation of the system. You should note that I also offered the prices for the optional nested area in this garage but did not include those prices in the Total.

Please let me know if you have any questions or comments regarding this proposal. I’d be happy to meet with you to discuss it.

Regards,

Lew Kious
Amano McGann
#7..
- 157 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

QUOTE 2867
Project Name: Modesto 11th St. Garage Amano One Upgrade SKU Name # Price Total
Transient Lanes
AOTD1/A1G00BE Amano ONE Entry Station -
RP40 HID, No CC
Barcode ticket, 1D/2D barcode
scanner, RP40 HID Multiclass
proximity reader, thermal
ticket/receipt printer, IP intercom,
and camera. Amano EN75 Light
Gray (RAL 7047) and standard
graphics panel.
1 $16,600.00 $13,778.00
AOCC1/A1G01BE Amano ONE Exit Station -
Windcave, RP40 HID
Barcode ticket, 1D/2D barcode
scanner, RP40 HID Multiclass
proximity reader, thermal
ticket/receipt printer, IP intercom,
camera, and Windcave
SCR200F-VM
contact/contactless credit card
reader. Amano EN75 Light Gray
(RAL 7047) and standard
graphics panel.
1 $19,590.00 $16,259.70
A-1210/2A3 AMI Direct Drive Gate,
Integrated Field Connect Board
Version, Aria Grey
110V, L-Hand, Amano EN75
Gray (RAL 7047). Includes
factory-installed Field Connect
Board.
2 $5,070.00 $8,416.20
AL35 11 ft. Folding Gate Arm,
Aluminum, L-Hand
AMI-1200 Series Only.
2 $757.00 $1,256.62
#7..
- 158 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Optional Nested Lanes
AOCARD1/A1G000BA ☐ AO Access Reader - RP40
HID, No CC
1D/2D barcode scanner, RP40
HID Multiclass proximity reader,
IP intercom, and camera. Amano
EN75 Light Gray (RAL 7047) and
standard graphics panel.
2 $7,500.00 $12,450.00
RM-100A ☐ Reader Pedestal, Aria
Aria Grey (RAL 7047).
2 $370.00 $614.20
A-1210/2A3 ☐ AMI Direct Drive Gate,
Integrated Field Connect Board
Version, Aria Grey
110V, L-Hand, Amano EN75
Gray (RAL 7047). Includes
factory-installed Field Connect
Board.
2 $5,070.00 $8,416.20
AL35 ☐ 11 ft. Folding Gate Arm,
Aluminum, L-Hand
AMI-1200 Series Only.
2 $757.00 $1,256.62
Pay Stations
AOCC1/A1001BP Amano ONE Credit Card Only
Pay-on-Foot Station -
Windcave, No Prox
Barcode ticket, 1D/2D barcode
scanner, thermal ticket/receipt
printer, IP intercom, camera, and
Windcave SCR200F-VM
contact/contactless credit card
reader. Amano EN75 Light Gray
(RAL 7047) and standard
graphics panel.
1 $19,250.00 $15,977.50
#7..
- 159 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Network
AONW/00001 Amano ONE Network Kit 1 $3,376.00 $2,802.08
8TC-G-L-Cisco Miscellaneous Network 1 $2,500.00 $2,075.00 Consumables
ATD-804700 Paper Roll, Amano ONE
Lane/Cash
10 $62.00 $514.60
PMC4845H Proximity Cards 26Bit Wiegand
HID
26Bit Wiegand HID H10301
format, permanently numbered
proximity cards. System Code
Range: 1-255 Card Number
Range: 1-65,535 Minimum order
100 cards. Custom graphics
require SETUP/CARDS and
minimum order of 500 cards.

Contact Channel Support for
quote on custom printed cards.
300 $9.00 $2,241.00
System Subtotal $63,320.70
Name # Price Total
Civil Work
Electrical and Data Cabling 1 $14,542.00 $14,542.00
Installation, Service, and Support
Hardware Installation 1 $7,680.00 $7,680.00
Service Subtotal $22,222.00
#7..
- 160 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Name Price Total
Freight
Shipping $4,000.00 $4,000.00
Freight Total $4,000.00
Name Price Total
Applicable Tax
Sales Tax- 8.875% $7,591.91 $7,591.91
Tax Total $7,591.91
Grand Total: $97,134.61
#7..
- 161 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

SKU Name # Price Total
Recurring Costs
AOESSENTIAL Amano ONE Essential Software Package
Essential Package includes software options for
Card Access, Count, Revenue, Credit Card,
Mobile Payments, Negotiated Fee,
Notifications, Validations, Call Center, MultiTenancy, Core Reservation APIs, and Reports.

Software package covers up to four devices.

Add AOEPR/00001 for each additional device.
1 $720.00 $720.00
AOEPR/00001 Amano ONE Additional Device Software
License
Software license for each individual Amano
ONE Entry, Exit, Pay-on-Foot, Pay-in-Lane, or
Reader device beyond the four covered with the
Essential, Premium, or Elite software packages.
1 $47.00 $47.00
Monthly Total $767.00
#7..
- 162 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Amano ONE Hardware Components

AMANO ONE ENTRY STATION
Amano ONE Entry Stations will be installed in facility entrance lanes. The device dispenses 2D barcode tickets for transient patrons when touching the “Press Here for Ticket” option on the display screen, or, if selected, the patron waves their hand in front of the optional touchless ticket issue sensor. The entry station also accepts pre-paid barcode passes with an option for proximity access credentials.

Intuitive user guidance is provided through a large, touch screen display panel with built-in camera and VoIP intercom for native call center capability. Parking rates can be displayed on-screen, eliminating the need for any additional signage and the faceplate can easily be custom printed for branding or additional instructions.

The Amano ONE Entry Station operates on 120VAC, 60Hz power and is environmentally rugged for outdoor settings. The heavy-duty 14-gauge steel construction with textured powder-coat finish is conducive to various climate conditions. The operating temperature can range between -40° and 130° F and 10-95% non-condensing humidity with heater kit.

The device has easy-to-use side and front access panels with a hinged door that is key-accessible by authorized technicians. Each device is typically mounted to a five- or six-inch concrete curb with four internal mounting bolts.

Features
· Issues 2D barcode tickets
· Touchless wave sensor ticket issue option
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
#7..
- 163 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

AMANO ONE CREDIT CARD EXIT STATION
Amano ONE Credit Car Exit Stations will be installed in applicable facility exit lanes. The device processes 2D barcode tickets from Amano ONE Entry and Pay-on-Foot Stations for transient patrons. The exit station also accepts validations and pre-paid barcode passes with an option for proximity access credentials. Credit card payment acceptance is enabled through Windcave for secure EMV payment processing with point-to-point encryption.

Intuitive user guidance is provided through a large, touch screen display panel with built-in camera and VoIP intercom for native call center capability. The faceplate can easily be custom printed for branding or additional instructions.

The Amano ONE Credit Card Exit Station operates on 120VAC, 60Hz power and is environmentally rugged for outdoor settings. The heavy-duty 14-gauge steel construction with textured powder-coat finish is conducive to various climate conditions. The operating temperature can range between -40° and 130° F and 10-95% non-condensing humidity with heater kit.

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts credit cards, validations, and pre-paid barcode passes · 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
#7..
- 164 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

AMANO ONE CASH & CREDIT CARD PAY-ON-FOOT STATION
Amano ONE Cash & Credit Pay-in-Lane Stations deliver the convenience of inlane cash acceptance paired with a small footprint to meet the needs of facilities of any configuration. The device processes 2D barcode tickets from Amano ONE Entry Stations, can facilitate proximity access, and manages payments via cash, credit card, validations, and pre-paid barcode passes. The pay-in-lane station dispenses four bill denominations and features a cash loader cassette and three note cassettes for recycling. Credit card payment acceptance is enabled through Windcave for secure EMV payment processing with point-to-point encryption.

The Amano ONE Cash & Credit Pay-in-Lane Station operates on 120VAC, 60Hz power and is environmentally rugged for outdoor settings. The heavy-duty 14- gauge steel construction with textured powder-coat finish is conducive to various climate conditions.

The operating temperature can range between -40° and 130° F and 10-95% non-condensing humidity with heater kit. The device has easy-to-use side and front access panels with a hinged door that is key-accessible by authorized technicians. Each device is typically mounted to a five- or six-inch concrete curb with four internal mounting bolts.

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts cash, credit cards, validations, and pre-paid barcode passes · Banknote recycler
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
-Optional custom graphic panel
#7..
- 165 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Amano ONE Related Components and Solutions
AMI-1200 SERIES UNIVERSAL DIRECT DRIVE GATE
AMI-1200 Series Universal Direct Drive Gates will be installed in all entry and exit lanes to control access to each facility. Each gate comes with a dual-channel vehicle detector that will connect to the saw-cut inductance loops.

The gate connects to the universal controller in the Amano ONE entry or exit device and relays lane activity data in real-time to the Amano ONE cloud-based software, which provides the mechanisms to trigger full signs, disable devices, and other control functions that are driven by facility count thresholds. The AMI-1200 runs on 120V power, has four interior mounting bolts, and a removable access panel and gate hood. The heavyduty powder coated 14-gauge steel provides durability in all environmental conditions.

Features
· Direct drive barrier gate
· Architectural cabinet design
· DC direct drive gear-motor
· Selectable “Auto-Up” under power failure
· Standard “extra sensory” safety feature
· Gear motor clutch to reduce damage
· Plug-in dual vehicle detector
· Thermostatically controlled heater

PROXIMITY READERS
Proximity readers can be installed behind the faceplate of Amano ONE lane devices for employee or contract patron access. Read range averages between 1” and 6” depending upon format. Upon successful acknowledgement of the proximity credential, the access system will send a signal to the AMI-1200 Direct Drive Gate to vend the gate arm and permit facility ingress or egress.

CREDIT CARD PROCESSING SUBSYSTEM
The Amano ONE system utilizes a cloud-based third-party payment gateway from Windcave, a validated PCI P2PE® solution.

Windcave manages the credit card transactions and payment services utilizing point-to-point encryption from an all-in-one contact and contactless terminal.
#7..
- 166 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

The Amano ONE software platform application and parking hardware, in conjunction with Windcave terminals, provide a complete credit card payment solution. Neither unencrypted credit card data nor sensitive authentication data is stored or transmitted by the Amano ONE system. The Windcave terminals encrypt all credit card data immediately upon swipe or read. #7..
- 167 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

SOFTWARE SOLUTION

AMANO ONE SOFTWARE PLATFORM
Amano ONE is the most simplified, powerful, and reliable cloud-based Parking Access and Revenue Control System that perfectly optimizes parking operations. Our simplified cloud-based platform is designed to be easy to install and manage with lower maintenance costs, seamless updates, and intuitive onboarding.

The platform provides complete monitoring and control of Amano ONE lane devices and payment terminals through dynamic dashboards, delivering a fully integrated parking system for a single location or a multi-facility enterprise. Amano ONE makes it easy to manage parking operations while enhancing customer convenience through a built-in call center, mobile payments, and online validations.

The powerful, responsive design allows users to manage parking operations from any device with best-in-class reporting, expedited access, and rapid system processing speeds. Amano ONE uses the latest in cloud security to deliver an intuitive system that combines advanced technology and 24/7 AWS monitoring for the utmost in reliability. With Amano ONE you have the best parking control platform on the market.

Features
· Cloud-based software deployment
· Simplified, online device onboarding
· Seamless deployment of software updates
· Responsive design
· Portfolio management
· Multi-credential access
· Built-in call center
· Mobile payment functionality
#7..
- 168 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. · Online validations
· System alerts and notifications
· Easily view, add, and manage devices and facilities
· Powerful architecture with secure data encryption and easy up and out scalability #7..
- 169 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

ACCESS MANAGEMENT
Amano ONE facilitates simplified setup and flexibility for access holders with multi-credential management for each patron and unlimited access groups. Soft and hard anti-pass back can be enforced across all credentials associated with patron accounts. System users can add and update account records with ease and search existing accounts by name, credential number, license plate, or vehicle make or model. Authorized users can view access holder activity from the dashboard with user-selectable filters for credential and activity type.

Features
· Multiple credentials per user
· Barcode, proximity, magstripe, AVI, and more
· Email barcode credentials directly from the software
· Add, edit, and delete access holder records by individual account or access group · View access holder activity from dashboard with one-click access to detailed reports #7..
- 170 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

REVENUE MANAGEMENT
Amano ONE tracks and records all revenue-based transactional activity from all lane and payment devices. The dashboard displays real-time, graphical transaction information to easily monitor system operations and quickly alert management of system alarms.

Authorized users can setup, test, and deploy rates through the Amano ONE software platform. Users also have the ability to view how rates are displayed on device screens to ensure clear illustration to patrons.

Features
· Configure, enable, or disable devices
· View real-time and historical transactions
· Remote rate management and deployment
· Graphical dashboard overviews with one-click access to detailed reports #7..
- 171 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

VALIDATIONS
Amano ONE offers printed and online encrypted validation solutions to provide discounted parking fees. Validation coupons can be printed or applied directly to a patron’s ticket via a sticker. Patrons simply scan their entry ticket and validation sticker to apply a discount and calculate the parking fee at an Amano ONE payment device. Convenient online solutions allow authorized personnel to virtually validate entry tickets through a web browser. The validation is automatically applied when the ticket is scanned at an Amano ONE payment device.

Features
· Encrypted QR code
· Virtual or printed validations
· No app needed
· Consolidated reporting
MOBILE PAYMENTS (No App Required)
Mobile payments are as simple as scan-and-pay with Amano ONE. Patrons simply scan their Amano ONE ticket with their smartphone to automatically open a browser with the payment website. From there, they can view their parking fee, apply validations or reservations, process a secure payment, and, optionally, receive a receipt via email.

Features
· Secure mobile payment
· No app to download
· View parking fees
· Apply validations
· Optional receipt via email
#7..
- 172 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. · Optional convenience fee
#7..
- 173 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

BUILT-IN CALL CENTER
Amano ONE delivers enhanced customer support through a built-in call center. Parking operations or support personnel can utilize the camera and VoIP intercom built into all Amano ONE entry, exit, and pay-on-foot stations to easily respond to calls from any webenabled device. The built-in call center functionality also provides the ability to view device status and transaction details, push new rates, apply discounts, change monthly parker status, and vend gates.

Features
· Native call center with built-in HD camera and VoIP intercom · View lane device status and transactional details
· Push rates to Amano ONE devices
· Change monthly status
Vend gates
#7..
- 174 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

DASHBOARDS AND REPORTING
Amano ONE offers intuitive, interactive dashboards with comprehensive reporting designed to manage a single facility or an entire portfolio. Dashboard overviews put important information at your fingertips with real-time revenue and occupancy views paired with actionable alerts. The software also provides the ability to select and modify an extensive range of reports to meet the specific requirements of your operations. Reports can be exported to a variety of formats including .CSV, .XLS, .PDF, HTML, and Text.

Features
· Comprehensive reporting tool
· Dashboard overviews with one-click access to detailed reports · Interactive reporting with a multitude of parameter filters · Actionable alerts accessible from the dashboard
#7..
- 175 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

THIRD-PARTY INTEGRATIONS / OPEN API
Amano ONE supports integration with third-party parking reservation applications through an open API service. This allows facilities to provide patrons with cashless options and an enhanced customer service experience which includes parking reservations, coupons, and pre-paid parking. The system communicates with aggregators to verify the validity of passes and coupons when scanned at lane devices and payment stations. Amano ONE also calculates and collects for early arrivals and late departures to ensure accounting of all revenue.
#7..
- 176 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Terms and Conditions
Conditions and Disclaimers

1. Amano McGann calculates installation labor using our standard Merit Shop Labor Rates. Should Client require Prevailing Wage, Union, and/or PLA Labor, additional costs may apply and will be quoted separately.

2. Amano McGann shall not be liable for penalties and/or consequential damages.

3. If the proposed solution describes a requirement for monthly, quarterly, or annual maintenance fees, these fees will be billed in advance of providing services. If these fees are not paid within 30 days after receipt of invoice, Amano McGann may, after giving seven (7) days’ written notice, suspend services until all amounts due have been paid in full.

4. Specific requirements for EMV, E2EE and P2PE are determined independently by others outside Amano McGann and our industry, including the respective card networks, issuers and processors and are subject to change. Clients are strongly encouraged to evaluate specific requirements against their own specific business needs and to work with their bank, and processor to evaluate the approved solution provider configurations that satisfy relevant minimum card and terminal requirements.

5. For any product that accepts credit card as a means of payment and is configured for EMV, E2EE and P2PE: owner/merchant is responsible for negotiation and execution of an agreement with an approved Amano McGann Gateway/Merchant Service Provider and are required to select from a list of processors supported by that gateway. Fees associated with gateway and transaction processing through the solution provider are the responsibility of owner/merchant.

6. All orders must be submitted in writing and are effective only upon acceptance by an Amano McGann authorized representative. Amano McGann may reject any proposed purchase order prior to its acceptance by an Amano McGann authorized representative for any reason.

7. Amano McGann reserves the right in its sole discretion to modify, change and/or to discontinue the availability of, or support for, any product, feature or service.

8. Job-site services such as installation, system commissioning, startup and training are not included unless otherwise specifically stated.

9. Amano McGann assumes that all existing conduit, power and low-voltage cabling, and inductive loops are functional and serviceable unless otherwise included in the proposal equipment list.

10. This quotation does not include a cardholder database conversion/import from the facility's existing access control system database. Additional professional services fees apply for such work. Upon request, Amano McGann will update this quotation to include a cardholder database conversion/import.

11. Prices in this proposal do not include any third-party setup and/or service fees including, but not limited to, internet service, telephone service, hosting, credit card processing, etc.

12. Any Flexpass, Command, or Data API’s through the Subscribe Cloud API service conduit will require applicable subscription setup and/or fees for services. It is the owner’s responsibility to enter an agreement with each third-party. All fees associated with this agreement are the responsibility of the owner/operator.

13. This quotation excludes additional customer policies and/or procedures not specified in this document.

14. Allowance pricing, if any, is provided based on the information available at the time of bidding. If pricing exceeds allowance, Amano McGann will provide actual pricing to purchaser before proceeding with work. #7..
- 177 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

15. Depending on configuration, Airtime, Hosting, Integration and Credit Card Processing fees for Amano Multi-Space Meters are required per meter per month. Price per meter per month is in addition to the base proposal amount and will be billed quarterly or annually depending on agreement.

16. AmanoValet powered by CVPS solutions will require an annual CVPS Gold licensing and support plan is required for onpremises solutions. Depending on configuration, an AmanoValet solution may also require a recurring data hosting fee.

Cellular fees, if any, are the responsibility of the owner.

17. Amano McGann reserves the right to negotiate mutually acceptable contract terms.

Installation
● By Amano McGann and subcontractors as detailed above. ● All work to be performed during the standard business hours of 8AM - 5PM, Monday through Friday. Additional charges apply for work requested to be performed after standard business hours and/or weekends. ● Firm start date for installation to be determined after complete order, including any setup/configuration forms, has been received by Amano McGann.
● Installation scheduling varies based on the current project workload at the time complete order is received. ● Provide a project manager to coordinate, plan and execute the system installation. ● Supply electrical wiring diagrams and equipment/conduit layout drawings/specs to contractors. ● Disconnect and unbolt existing parking lane equipment - store on-site per owner's request. ● Disconnect, unbolt, and dispose of existing parking lane equipment. ● Supply and install all parking equipment and software listed above. ● Terminate low-voltage electrical connections.
● Program all equipment to customer rates and per operational requirements/policies. ● Install and configure all operating and database systems. ● Install and configure all software applications.
● Install and configure credit card software/readers.
● Commission all equipment and software for properly functionality. ● One (1) comprehensive training program for all equipment and software modules. ○ One (1) group training session per software module.
○ One (1) group training session on lane equipment operations and maintenance. ○ One (1) group training session for on-foot Pay Station operations and maintenance. ○ One (1) group training or supervisor training session on Fee Computer operations and maintenance. ○ One (1) follow up training session on the software system, 2 weeks after Go-Live date. ● Final system testing, checkout, and walk-through.

Provided by Others (unless otherwise specified in the proposal) ● Permits, drawings, inspection fees and any costs associated with permits and drawings. ● Any work required to bring the existing facility up to code. ● Re-bar and post tension cable locating.
● Power circuits, conduit, wiring and connections in accordance with Amano McGann specifications and typical layout drawings.
● Low-voltage conduit and wiring in accordance with Amano McGann specifications and typical layout drawings. #7..
- 178 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. ● Concrete/asphalt (including new, repair/restoration of existing, modifications to existing) and safety bollards in accordance with Amano McGann layout drawings.
● Server system in accordance with Amano McGann specifications. ● High speed internet service with connection provided to the server system (50 Mbps upload and download w/static IP address). Failure to provide internet connectivity and remote access software shall result in standard service charges for any on-site warranty software support.
● For any network runs over 300 ft, it is strongly recommended that fiber optic communication is installed, multi-mode is preferred but single mode can be utilized to accommodate the existing network. Failure to use fiber optic communication may result in poor throughput and ultimately affect the performance of the parking system overall ● All IP networking hardware and configuration for the proper functioning of the system. IP networking devices include, but are not limited to, modems, routers, switches, firewalls, and VPN devices. ● TCP/IP LAN drops to specified areas.
● Dedicated "P.O.T. S" phone lines or analog PABX extensions with wiring provided to the specified communications head end location.
● Merchant account with a Credit Card Processor (Clearinghouse) required for credit card transactions must be received 15 days before installation.
● Canopies / weather-covers for pay-in-lane pay station. ● Construction build-out for lobby pay station.
● Overhead rolling grille/door interface, including safety equipment, IR photo-beam and close timers. ● Remote access for system support via internet connectivity. Owner/operator shall provide a secure user account with login/password credentials to Amano McGann.
● SMTP relay email account with login/password credentials for “Notification Service” software. ● Removal, installation, or tie-in of new or existing third-party card access, camera and/or intercom systems. ● Safe, secure, and climate-controlled location, including office fixtures, for head-end server installation. ● Permission to saw-cut and drill in equipment locations.

Product Delivery
Estimated lead time for equipment and software is 8-10 weeks from receipt of all required order forms and deposit payment for product delivery. Quoted delivery dates are approximate, and not guaranteed, and represent Amano McGann’s best estimate based upon current lead times. All equipment and software is subject to final billing and shipment immediately upon shipping notification to Client unless other arrangements are agreed in writing. Delivery Date to be set forth at the time of Contract Execution.

Delivery date for equipment and software is projectedor 60days after receipt of all required order forms and deposit payment for product delivery, whichever occurs later.

Time of Project Performance
Substantial Completion date is projected or 90days after receipt of deposit payment and all required setup/configuration order forms, whichever occurs later. Should Amano McGann be delayed in the completion of the work by any act, inaction, or default of Client, or #7..
- 179 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. of any agent or contractor of Client (“Client Delay”), or by any labor dispute, unusual delay in deliveries, abnormally adverse weather conditions, damage by fire or other casualty or act beyond the control of Amano McGann, then the Substantial Completion Date shall be extended for a period equivalent to the time lost by reason of any of the aforesaid causes. If any Client Delay exceeds 30 days, Client shall accept immediate delivery of the equipment at the jobsite or arrange for delivery to other Client storage location and Amano McGann shall invoice Client any balance due for the equipment. or Substantial Completion Date to be set forth at the time of Contract Execution.

Bonding, Insurance, & Liquidated Damages
Payment and Performance Bonding requirements and costs are not included in this proposal (unless otherwise noted) and shall be quoted at additional cost to the Client upon request. Any insurance requirements outside of standard coverages carried by Amano McGann shall be quoted to the Client (at Amano McGann’s option and if available) at an additional cost based upon additional requirements and terms of coverage. Amano McGann shall not be liable for liquidated damages.

Taxes
Applicable taxes included in this proposal. If Client is tax exempt, Client will provide a tax exemption certificate for this project. Client agrees to pay and satisfy any taxes levied in connection with this project and to hold Amano McGann harmless from all tax obligations, penalties and interest imposed by any governmental entity in connection with this Contract. #7..
- 180 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Payment Terms

1. 50% deposit payment due upon acceptance of proposal.

2. 25% payment due upon delivery of equipment to AMI Branch.

3. Final 25% invoice upon substantial completion.

4. All payments due - Net 30 days. A 1.5% finance charge may be added to any invoice over 90 days.

5. All accounts are subject to a credit approval process. Payment terms are based on a credit score that is considered to be satisfactory. Amano McGann reserves the right to increase, decrease, suspend, or cancel a customer’s credit privilege at any time.

Change Orders
Any alteration or deviation from the above specifications including, but not limited to, any such changes involving additional material and/or labor costs, will be executed only upon a written change order for the same, signed by both Client and Amano McGann. If there is any charge for such alteration or deviation, the additional charge will be added to the contract price including any restocking or reengineering charges resulting from such changes.

Cancellations and Returns
Client may not cancel orders or return goods without the written consent of Amano McGann. If Amano McGann approves a cancellation or return, Client agrees to pay a minimum 25% cancellation/restocking charge. All sales involving custom products are non-cancelable and are final.

Equipment Storage Fees
Unless otherwise agreed in writing, Client shall pay to Amano McGann a $25 per pallet, per week storage fee for any equipment stored in our warehouse after the delivery date agreed upon by the parties, provided that the equipment is available for delivery on such date. Storage fees will begin fourteen (14) days after the mutually agreed delivery date if Client is unable or unwilling to accept the finished goods.

Storage fees will continue until Client accepts delivery of the equipment. Client will receive weekly charges against their account for storage of their equipment at an Amano McGann location. Invoices will be sent monthly.

Warranty
#7..
- 181 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Unless noted otherwise, a standard one-year warranty on parts and labor for defects in materials or manufacture is included.

Warranty does not cover damage or malfunctions resulting from acts of God, collision, vandalism, misuse, electrical surges, power failure, or use of non-manufacturer approved parts or consumable supplies.

Force Majeure
Amano McGann shall not be liable for any damages, direct, indirect, incidental, or consequential, resulting from delay in performance or nonperformance caused by contingencies, happenings or causes beyond the control of Amano McGann, including, but not limited to, fire, flood, storm, power failure, labor trouble or shortage, war, acts of Government, accidents, material shortage, equipment failures or Acts of God. In the event of the occurrence of any such contingencies, Amano McGann may suspend or terminate its performance hereunder without responsibility to the Client for any damages resulting from such suspension or termination. #7..
- 182 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Relationship; Non-Solicitation
Amano McGann and the Client understand and agree that each is an independent contractor. The Client is not a franchisee, partner, broker, employee, servant, or agent of Amano McGann and neither has, nor will represent that it has any power, right or authority to bind Amano McGann or to assume or create any obligations or responsibilities, express or implied, on behalf of Amano McGann or in Amano McGann’s name. Client also agrees not to solicit, contract with, hire or otherwise engage the services of any Amano McGann employee rendering services to the Client for a period of one hundred eighty (180) days after the termination of any and all obligations between the parties.

Software License
Amano McGann grants the Client a limited, non-exclusive, and non-transferable license to the Amano McGann computer software programs in object code form listed in the Proposal and related user guides (collectively, “the Software”).

Proprietary Rights; Reverse Engineering
All copies of the Software in any form are, and shall remain, the exclusive property of Amano McGann and shall be treated as Confidential Information by the Client. The Client acknowledges that it: (i) is not acquiring any right, title, or interest, express or implied, in the Software; (ii) shall not use, sell, transfer or otherwise copy or distribute the Software except as expressly authorized by Amano McGann; and (iii) shall not assert, claim any interest in, or do anything that may adversely affect the validity or enforceability of, any trademark, trade secret, copyright or other proprietary right belonging to Amano McGann (including, without limitation, any act, or assistance to any act, which may infringe or lead to infringement of any copyright in any of the Software), nor attempt to grant any right therein. Client acknowledges and agrees that: (i) it shall not reverse engineer, disassemble or decompile the Software, nor permit the disassembly, de-compilation or reverse engineering of the Software; (ii) that a violation of this Agreement may irreparably harm Amano McGann; and (iii) in addition to any other right or remedy available at law or in equity, Amano McGann shall be entitled to obtain injunctive relief to prevent Client from continuing any violation of this provision.

Proposal Validity
This proposal is valid for until 8/31/24. If the executed contract and/or purchase order is received after the expiration date, Amano McGann will issue a revised proposal.

Proposition 65 Disclaimer
For California Customers - The products to be purchased pursuant to this proposal are not consumer products and are not intended to be consumer products under the California Safe Drinking Water and Toxic Enforcement Act of 1986, codified as Cal. Health & Safety Code § 25249.6, et. seq.
#7..
- 183 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Acceptance & Authorization
THE PRICES, DELIVERABLES, SPECIFICATIONS AND CONDITIONS ARE SATISFACTORY AND ARE HEREBY ACCEPTED. AMANO MCGANN IS AUTHORIZED TO PERFORM THE WORK AS SPECIFIED.
#7..
- 184 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Proposal Number: 2867
Total Proposal Amount: $97,134.61
Agreed on Behalf of: City of Modesto
Signature: ________________________________________________________________ Print Name and Title: ________________________________________________________________ Date: _____________________________
Billing Address:
______________________________________________________
______________________________________________________
______________________________________________________
Client PO Number:
___________________________________
Agreed on Behalf of Amano McGann, Inc.:

Signature: ________________________________________________________________ Print Name and Title: ________________________________________________________________ Date: _____________________________
#7..
- 185 -
The linked image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and location. #7..
- 186 -
©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. ©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

A history of innovation, customer dedication,
and financial stability has let Amano McGann
to the forefront of the parking industry. As the
world leader in parking management
solutions, Amano McGann is committed to
developing quality products and long-term
relationships in every market we serve
through integrity, operational excellence, and
a strong customer focus.

Amano McGann supports numerous
installations across multiple markets through
an extensive sales, service and support
network comprised of branch offices,
dedicated distribution partners, and USbased software development and manufacturing facilities.
#7..
- 187 -

YOUR PARKING

TECHNOLOGY PARTNER

PROPOSAL
Prepared For: City of Modesto- Amano One
for 10th St. Garage
Project Location
1036 K St.

Modesto, CA
95354
Submission Date:
6/27/24
Submitted To
City of Modesto
1036 K St. CA
95354
Prepared By
Lew Kious
San Leandro - 003
[email protected]
#7..
- 188 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. ©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. #7..
- 189 -
#7..
- 190 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. #7..
- 191 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

June 27, 2024
Patrick Crowley
City of Modesto
Modesto, CA

Dear Patrick,

Thank you for the opportunity to provide a state-of-the-art Amano ONE PARCS upgrade proposal for the 10th Street Garage located in Modesto, CA. As a longtime customer of Amano McGann, we value your business partnership through the years and are pleased to showcase our most sophisticated and reliable platform yet.

The simplified, powerful and scalable Amano ONE cloud-based solution is an industry game changer that will exceed the requirements and expectations of the City's stakeholders. Compared to legacy PARCS solutions, the Amano ONE platform is fully cloud-based, re-imagined from the ground up, and leverages the latest technologies resulting in improved controls and maximum efficiencies for your facility operations. In addition to the fastest hardware and software in the industry, the Amano ONE cloud-based system offers a variety of forward-looking solutions which includes the following features:
● A ‘True’ Cloud-Based Platform – Powerful, responsive design which allows for management of parking operations from any device with no apps needed. ● Only one moving component (printer) inside the revenue devices, which means minimized risk of broken parts and substantially less system downtime. ● Effortless switch to Prepaid and Event Mode on entry devices with additional Windcave EMV terminals.
● Contactless Access and Payment Solutions – Eliminates touch points to enhance the safety and overall parking experience with handsfree access and contactless payment options. ● Credit Card Exit Pay – Offers the convenience and the security of contact and NFC credit card payments with a PCI P2PE certified processing solution. ● Mobile Pay-by-Phone – Provides the convenience of paying parking fees via a smartphone with no app to download.
● Proximity Readers – Accelerates ingress and egress for monthly cardholders with integrated proximity readers.
● Mobile and Online Validations – Offers a variety of validation options including virtually validating tickets through a web browser or scanning a QR validation code on a mobile device.
● Built-in Call Center – Easily respond to patron calls, view transaction details, push new rates, apply discounts, or vend gates with Amano ONE’s built-in camera and IP intercom. ● Local support for when you do need us - Despite the Amano ONE platform being up to 95% less service-dependent than any of its predecessors, Amano McGann is still local and available for when you do need us!
#7..
- 192 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

The provided prices include the equipment, required data cabling, freight, taxes, and installation of the system.

Please let me know if you have any questions or comments regarding this proposal. I’d be happy to meet with you to discuss it.

Regards,

Lew Kious
Amano McGann
QUOTE 5356
Project Name: City of Modesto 10th St. Garage Amano One SKU Name # Price Total
Entry/Exit Lanes
AOTD1/A1G00BE Amano ONE Entry Station -
RP40 HID, No CC
Barcode ticket, 1D/2D barcode
scanner, RP40 HID Multiclass
proximity reader, thermal
ticket/receipt printer, IP intercom,
and camera. Amano EN75 Light
Gray (RAL 7047) and standard
graphics panel.
2 $16,600.00 $27,556.00
AOCC1/A1G01BE Amano ONE Exit Station -
Windcave, RP40 HID
Barcode ticket, 1D/2D barcode
scanner, RP40 HID Multiclass
proximity reader, thermal
ticket/receipt printer, IP intercom,
camera, and Windcave SCR200FVM contact/contactless credit card reader. Amano EN75 Light Gray
3 $19,590.00 $48,779.10
#7..
- 193 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. (RAL 7047) and standard graphics
panel.

A-1210/2A3 AMI Direct Drive Gate,
Integrated Field Connect Board
Version, Aria Grey
110V, L-Hand, Amano EN75 Gray
(RAL 7047). Includes factoryinstalled Field Connect Board. 11 $5,070.00 $46,289.10
AL35 11 ft. Folding Gate Arm,
Aluminum, L-Hand
AMI-1200 Series Only.
11 $757.00 $6,911.41
AOCARD1/A1G000BA AO Access Reader - RP40 HID,
No CC
1D/2D barcode scanner, RP40
HID Multiclass proximity reader, IP
intercom, and camera. Amano
EN75 Light Gray (RAL 7047) and
standard graphics panel.
6 $7,500.00 $37,350.00
RM-100A Reader Pedestal, Aria
Aria Grey (RAL 7047).
6 $370.00 $1,842.60
Pay Stations
AOCC1/A1001BP Amano ONE Credit Card Only
Pay-on-Foot Station - Windcave,
No Prox
Barcode ticket, 1D/2D barcode
scanner, thermal ticket/receipt
printer, IP intercom, camera, and
Windcave SCR200F-VM
contact/contactless credit card
reader. Amano EN75 Light Gray
(RAL 7047) and standard graphics
panel.
2 $19,250.00 $31,955.00
#7..
- 194 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

AOCASH1/A1001BE Amano ONE Cash & Credit Card
Pay-in-Lane Station - Windcave,
No Prox
Barcode ticket, 1D/2D barcode
scanner, thermal ticket/receipt
printer, locking bill safe, recycling
bill cassettes, IP intercom,
camera, and Windcave SCR200FVM contact/contactless credit card reader. Amano EN75 Light Gray
(RAL 7047) and standard graphics
panel.
1 $38,190.00 $31,697.70
Network
AONW/00001 Amano ONE Network Kit 1 $3,376.00 $2,802.08
8TC-G-L-Cisco Miscellaneous Network 1 $5,000.00 $4,150.00 Consumables
ATD-804700 Paper Roll, Amano ONE
Lane/Cash
14 $62.00 $720.44
PMC4845H Proximity Cards 26Bit Wiegand
HID
26Bit Wiegand HID H10301
format, permanently numbered
proximity cards. System Code
Range: 1-255 Card Number
Range: 1-65,535 Minimum order
100 cards. Custom graphics
require SETUP/CARDS and
minimum order of 500 cards.

Contact Channel Support for
quote on custom printed cards.
300 $9.00 $2,241.00
System Subtotal $242,294.43
#7..
- 195 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Name # Price Total
Civil Work
Data and Electrical Cabling 1 $36,922.00 $36,922.00
Installation, Service, and Support
Hardware Installation 1 $24,000.00 $24,000.00
Service Subtotal $60,922.00
Name Price Total
Freight
Shipping $8,750.00 $8,750.00
Freight Total $8,750.00
Name Price Total
Applicable Tax
Sales Tax 8.875% $26,910.49 $26,910.49
Tax Total $26,910.49
Grand Total: $338,876.92
SKU Name # Price Total
Recurring Costs
#7..
- 196 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

AOESSENTIAL Amano ONE Essential Software
Package
Essential Package includes software options
for Card Access, Count, Revenue, Credit
Card, Mobile Payments, Negotiated Fee,
Notifications, Validations, Call Center, MultiTenancy, Core Reservation APIs, and Reports. Software package covers up to four
devices. Add AOEPR/00001 for each
additional device.
1 $720.00 $720.00
AOEPR/00001 Amano ONE Additional Device
Software License
Software license for each individual Amano
ONE Entry, Exit, Pay-on-Foot, Pay-in-Lane,
or Reader device beyond the four covered
with the Essential, Premium, or Elite software
packages.
10 $47.00 $470.00
Monthly Total $1,190.00
#7..
- 197 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Amano ONE Hardware Components

Features
· Issues 2D barcode tickets
· Touchless wave sensor ticket issue option
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
#7..
- 198 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

AMANO ONE CREDIT CARD EXIT STATION
Amano ONE Credit Card Exit Stations will be installed in applicable facility exit lanes. The device processes 2D barcode tickets from Amano ONE Entry and Pay-on-Foot Stations for transient patrons. The exit station also accepts validations and pre-paid barcode passes with an option for proximity access credentials. Credit card payment acceptance is enabled through Windcave for secure EMV payment processing with point-to-point encryption.

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts credit cards, validations, and pre-paid barcode passes · 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
#7..
- 199 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

AMANO ONE CREDIT CARD PAY-ON-FOOT STATION
Amano One Credit Card Pay-on-Foot Stations utilize the same housing and components as the Amano ONE Entry and Exit Stations and can be installed in strategic locations to provide convenient payment options for patrons and an accelerated exit process. The device accepts 2D barcode tickets from Amano ONE Entry Stations for transient patrons and accepts validations. Credit card payment acceptance is enabled through Windcave for secure EMV payment processing with point-to-point encryption.

The Amano ONE Credit Card Pay-on-Foot Station operates on 120VAC, 60Hz power and is environmentally rugged for outdoor settings. The heavy-duty 14- gauge steel construction with textured powder-coat finish is conducive to various climate conditions.

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts credit cards and validations
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
#7..
- 200 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

AMANO ONE CASH & CREDIT CARD PAY-IN-LANE STATION
Amano ONE Cash & Credit Pay-in-Lane Stations deliver the convenience of inlane cash acceptance paired with a small footprint to meet the needs of facilities of any configuration. The device processes 2D barcode tickets from Amano ONE Entry Stations, can facilitate proximity access, and manages payments via cash, credit card, validations, and pre-paid barcode passes. The pay-in-lane station dispenses four bill denominations and features a cash loader cassette and three note cassettes for recycling. Credit card payment acceptance is enabled through Windcave for secure EMV payment processing with point-to-point encryption.

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts cash, credit cards, validations, and pre-paid barcode passes · Banknote recycler
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
· Optional custom graphic panel
#7..
- 201 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts cash, credit cards, validations, and pre-paid barcode passes · Banknote recycler
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
-Optional custom graphic panel
#7..
- 202 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

CREDIT CARD PROCESSING SUBSYSTEM
The Amano ONE system utilizes a cloud-based third-party payment gateway from Windcave, a validated PCI P2PE® solution.

Windcave manages the credit card transactions and payment services utilizing point-to-point encryption from an all-in-one contact and contactless terminal.
#7..
- 203 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

The Amano ONE software platform application and parking hardware, in conjunction with Windcave terminals, provide a complete credit card payment solution. Neither unencrypted credit card data nor sensitive authentication data is stored or transmitted by the Amano ONE system. The Windcave terminals encrypt all credit card data immediately upon swipe or read. #7..
- 204 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

SOFTWARE SOLUTION

Features
· Cloud-based software deployment
· Simplified, online device onboarding
· Seamless deployment of software updates
· Responsive design
· Portfolio management
· Multi-credential access
· Built-in call center
· Mobile payment functionality
#7..
- 205 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. · Online validations
· System alerts and notifications
· Easily view, add, and manage devices and facilities
· Powerful architecture with secure data encryption and easy up and out scalability #7..
- 206 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· Multiple credentials per user
· Barcode, proximity, magstripe, AVI, and more
· Email barcode credentials directly from the software
· Add, edit, and delete access holder records by individual account or access group · View access holder activity from dashboard with one-click access to detailed reports #7..
- 207 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· Configure, enable, or disable devices
· View real-time and historical transactions
· Remote rate management and deployment
· Graphical dashboard overviews with one-click access to detailed reports #7..
- 208 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· Secure mobile payment
· No app to download
· View parking fees
· Apply validations
· Optional receipt via email
#7..
- 209 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. · Optional convenience fee
#7..
- 210 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· Native call center with built-in HD camera and VoIP intercom · View lane device status and transactional details
· Push rates to Amano ONE devices
· Change monthly status
Vend gates
#7..
- 211 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· Comprehensive reporting tool
· Dashboard overviews with one-click access to detailed reports · Interactive reporting with a multitude of parameter filters · Actionable alerts accessible from the dashboard
#7..
- 212 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

THIRD-PARTY INTEGRATIONS / OPEN API
Amano ONE supports integration with third-party parking reservation applications through an open API service. This allows facilities to provide patrons with cashless options and an enhanced customer service experience which includes parking reservations, coupons, and pre-paid parking. The system communicates with aggregators to verify the validity of passes and coupons when scanned at lane devices and payment stations. Amano ONE also calculates and collects for early arrivals and late departures to ensure accounting of all revenue.
#7..
- 213 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Terms and Conditions
Conditions and Disclaimers

2. Amano McGann shall not be liable for penalties and/or consequential damages.

7. Amano McGann reserves the right in its sole discretion to modify, change and/or to discontinue the availability of, or support for, any product, feature or service.

8. Job-site services such as installation, system commissioning, startup and training are not included unless otherwise specifically stated.

9. Amano McGann assumes that all existing conduit, power and low-voltage cabling, and inductive loops are functional and serviceable unless otherwise included in the proposal equipment list.

11. Prices in this proposal do not include any third-party setup and/or service fees including, but not limited to, internet service, telephone service, hosting, credit card processing, etc.

13. This quotation excludes additional customer policies and/or procedures not specified in this document.

14. Overture software/maintenance licensing fee is included through the standard and extended warranty periods. Upon expiration of the standard or extended warranty, the required applicable licensing fees will be billed annually.

15. Allowance pricing, if any, is provided based on the information available at the time of bidding. If pricing exceeds allowance, Amano McGann will provide actual pricing to purchaser before proceeding with work. #7..
- 214 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

16. Depending on configuration, Airtime, Hosting, Integration and Credit Card Processing fees for Amano Multi-Space Meters are required per meter per month. Price per meter per month is in addition to the base proposal amount and will be billed quarterly or annually depending on agreement.

17. AmanoValet powered by CVPS solutions will require an annual CVPS Gold licensing and support plan is required for onpremises solutions. Depending on configuration, an AmanoValet solution may also require a recurring data hosting fee.

Cellular fees, if any, are the responsibility of the owner.

18. Amano McGann reserves the right to negotiate mutually acceptable contract terms.

Provided by Others (unless otherwise specified in the proposal) ● Permits, drawings, inspection fees and any costs associated with permits and drawings. ● Any work required to bring the existing facility up to code. ● Re-bar and post tension cable locating.
● Power circuits, conduit, wiring and connections in accordance with Amano McGann specifications and typical layout drawings.
● Low-voltage conduit and wiring in accordance with Amano McGann specifications and typical layout drawings. #7..
- 215 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. ● Concrete/asphalt (including new, repair/restoration of existing, modifications to existing) and safety bollards in accordance with Amano McGann layout drawings.
● Server system in accordance with Amano McGann specifications. ● High speed internet service with connection provided to the server system (50 Mbps upload and download w/static IP address). Failure to provide internet connectivity and remote access software shall result in standard service charges for any on-site warranty software support.
● For any network runs over 300 ft, it is strongly recommended that fiber optic communication is installed, multi-mode is preferred but single mode can be utilized to accommodate the existing network. Failure to use fiber optic communication may result in poor throughput and ultimately affect the performance of the parking system overall ● All IP networking hardware and configuration for the proper functioning of the system. IP networking devices include, but are not limited to, modems, routers, switches, firewalls, and VPN devices. ● TCP/IP LAN drops to specified areas.
● Dedicated "P.O.T. S" phone lines or analog PABX extensions with wiring provided to the specified communications head end location.
● Merchant account with a Credit Card Processor (Clearinghouse) required for credit card transactions must be received 15 days before installation.
● Canopies / weather-covers for pay-in-lane pay station. ● Construction build-out for lobby pay station.
● Overhead rolling grille/door interface, including safety equipment, IR photo-beam and close timers. ● Remote access for system support via internet connectivity. Owner/operator shall provide a secure user account with login/password credentials to Amano McGann.
● SMTP relay email account with login/password credentials for “Notification Service” software. ● Removal, installation, or tie-in of new or existing third-party card access, camera and/or intercom systems. ● Safe, secure, and climate-controlled location, including office fixtures, for head-end server installation. ● Permission to saw-cut and drill in equipment locations.

Delivery date for equipment and software is projected for 60days after receipt of all required order forms and deposit payment for product delivery, whichever occurs later.

Time of Project Performance
Substantial Completion date is projected f or 90days after receipt of deposit payment and all required setup/configuration order forms, whichever occurs later. Should Amano McGann be delayed in the completion of the work by any act, inaction, or default of #7..
- 216 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Client, or of any agent or contractor of Client (“Client Delay”), or by any labor dispute, unusual delay in deliveries, abnormally adverse weather conditions, damage by fire or other casualty or act beyond the control of Amano McGann, then the Substantial Completion Date shall be extended for a period equivalent to the time lost by reason of any of the aforesaid causes. If any Client Delay exceeds 30 days, Client shall accept immediate delivery of the equipment at the jobsite or arrange for delivery to other Client storage location and Amano McGann shall invoice Client any balance due for the equipment. or Substantial Completion Date to be set forth at the time of Contract Execution.

Taxes
Applicable taxes included in this proposal. If Client is tax exempt, Client will provide a tax exemption certificate for this project. Client agrees to pay and satisfy any taxes levied in connection with this project and to hold Amano McGann harmless from all tax obligations, penalties and interest imposed by any governmental entity in connection with this Contract. #7..
- 217 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Payment Terms

1. 50% deposit payment due upon acceptance of proposal.

2. 25% payment due upon delivery of equipment to AMI Branch.

3. Final 25% invoice upon substantial completion.

4. All payments due - Net 30 days. A 1.5% finance charge may be added to any invoice over 90 days.

Warranty
#7..
- 218 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Unless noted otherwise, a standard one-year warranty on parts and labor for defects in materials or manufacture is included.

Force Majeure
Amano McGann shall not be liable for any damages, direct, indirect, incidental, or consequential, resulting from delay in performance or nonperformance caused by contingencies, happenings or causes beyond the control of Amano McGann, including, but not limited to, fire, flood, storm, power failure, labor trouble or shortage, war, acts of Government, accidents, material shortage, equipment failures or Acts of God. In the event of the occurrence of any such contingencies, Amano McGann may suspend or terminate its performance hereunder without responsibility to the Client for any damages resulting from such suspension or termination. #7..
- 219 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Proprietary Rights; Reverse Engineering
All copies of the Software in any form are, and shall remain, the exclusive property of Amano McGann and shall be treated as Confidential Information by the Client. The Client acknowledges that it: (i) is not acquiring any right, title, or interest, express or implied, in the Software; (ii) shall not use, sell, transfer or otherwise copy or distribute the Software except as expressly authorized by Amano McGann; and (iii) shall not assert, claim any interest in, or do anything that may adversely affect the validity or enforceability of, any trademark, trade secret, copyright or other proprietary right belonging to Amano McGann (including, without limitation, any act, or assistance to any act, which may infringe or lead to infringement of any copyright in any of the Software), nor attempt to grant any right therein. Client acknowledges and agrees that: (i) it shall not reverse engineer, disassemble or decompile the Software, nor permit the disassembly, de-compilation or reverse engineering of the Software; (ii)that a violation of this Agreement may irreparably harm Amano McGann; and (iii) in addition to any other right or remedy available at law or in equity, Amano McGann shall be entitled to obtain injunctive relief to prevent Client from continuing any violation of this provision.

Proposal Validity
This proposal is valid for until 5/31/24. If the executed contract and/or purchase order is received after the expiration date, Amano McGann will issue a revised proposal.

Proposition 65 Disclaimer
For California Customers - The products to be purchased pursuant to this proposal are not consumer products and are not intended to be consumer products under the California Safe Drinking Water and Toxic Enforcement Act of 1986, codified as Cal. Health & Safety Code § 25249.6, et. seq.
#7..
- 220 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Acceptance & Authorization
THE PRICES, DELIVERABLES, SPECIFICATIONS AND CONDITIONS ARE SATISFACTORY AND ARE HEREBY ACCEPTED. AMANO MCGANN IS AUTHORIZED TO PERFORM THE WORK AS SPECIFIED.
#7..
- 221 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Proposal Number: 5356
Total Proposal Amount: $338,876.92
Agreed on Behalf of: City of Modesto
Signature: ________________________________________________________________ Print Name and Title: ________________________________________________________________ Date: _____________________________
Billing Address:
______________________________________________________
______________________________________________________
______________________________________________________
Client PO Number:
___________________________________
Agreed on Behalf of Amano McGann, Inc.:

Signature: ________________________________________________________________ Print Name and Title: ________________________________________________________________ Date: _____________________________
#7..
- 222 -
#7..
- 223 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. ©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

YOUR PARKING

TECHNOLOGY PARTNER

PROPOSAL
Prepared For: City of Modesto- Amano One
for 9th St. Garage
Project Location
1165 9th St.

Modesto, CA
95354
Submission Date
6/27/24
Submitted To:

Patrick Crowley
City of Modesto
1036 K St. CA
95354
Prepared By
Lew Kious
San Leandro - 003
[email protected]
#7..
- 225 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. ©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. #7..
- 226 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

June 27, 2024
Patrick Crowley
City of Modesto
Modesto, CA

Dear Patrick,

Thank you for the opportunity to provide a state-of-the-art Amano ONE PARCS upgrade proposal for the 9th Street Garage located in Modesto, CA. As a longtime customer of Amano McGann, we value your business partnership through the years and are pleased to showcase our most sophisticated and reliable platform yet.

The simplified, powerful and scalable Amano ONE cloud-based solution is an industry game changer that will exceed the requirements and expectations of the City's stakeholders. Compared to legacy PARCS solutions, the Amano ONE platform is fully cloud-based, re-imagined from the ground up, and leverages the latest technologies resulting in improved controls and maximum efficiencies for your facility operations. In addition to the fastest hardware and software in the industry, the Amano ONE cloud-based system offers a variety of forward-looking solutions which includes the following features:
● A ‘True’ Cloud-Based Platform – Powerful, responsive design which allows for management of parking operations from any device with no apps needed. ● Only one moving component (printer) inside the revenue devices, which means minimized risk of broken parts and substantially less system downtime. ● Effortless switch to Prepaid and Event Mode on entry devices with additional Windcave EMV terminals.
● Contactless Access and Payment Solutions – Eliminates touch points to enhance the safety and overall parking experience with handsfree access and contactless payment options. ● Credit Card Exit Pay – Offers the convenience and the security of contact and NFC credit card payments with a PCI P2PE certified processing solution. ● Mobile Pay-by-Phone – Provides the convenience of paying parking fees via a smartphone with no app to download.
● Proximity Readers – Accelerates ingress and egress for monthly cardholders with integrated proximity readers.
● Mobile and Online Validations – Offers a variety of validation options including virtually validating tickets through a web browser or scanning a QR validation code on a mobile device.
● Built-in Call Center – Easily respond to patron calls, view transaction details, push new rates, apply discounts, or vend gates with Amano ONE’s built-in camera and IP intercom. ● Local support for when you do need us - Despite the Amano ONE platform being up to 95% less service-dependent than any of its predecessors, Amano McGann is still local and available for when you do need us!
#7..
- 227 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

The provided prices include the equipment, required data cabling, freight, taxes, and installation of the system.

Please let me know if you have any questions or comments regarding this proposal. I’d be happy to meet with you to discuss it.

Regards,

Lew Kious
Amano McGann
#7..
- 228 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

QUOTE 5354
Project Name: City of Modesto 9th St. Garage Amano One
SKU Name # Price Total Discount
Entry/Exit Lanes
AOTD1/A1G00BE Amano ONE Entry Station -
RP40 HID, No CC
Barcode ticket, 1D/2D barcode
scanner, RP40 HID Multiclass
proximity reader, thermal
ticket/receipt printer, IP intercom,
and camera. Amano EN75 Light
Gray (RAL 7047) and standard
graphics panel.
3 $16,600.00 $41,334.00 -$8,466.00
AOCC1/A1G01BE Amano ONE Exit Station -
Windcave, RP40 HID
Barcode ticket, 1D/2D barcode
scanner, RP40 HID Multiclass
proximity reader, thermal
ticket/receipt printer, IP intercom,
camera, and Windcave
SCR200F-VM
contact/contactless credit card
reader. Amano EN75 Light Gray
(RAL 7047) and standard
graphics panel.
4 $19,590.00 $65,038.80 -$13,321.20
AOCARD1/A1G000BA AO Access Reader - RP40
HID, No CC
1D/2D barcode scanner, RP40
HID Multiclass proximity reader,
IP intercom, and camera. Amano
EN75 Light Gray (RAL 7047)
and standard graphics panel.
2 $7,500.00 $12,450.00 -$2,550.00
RM-100A Reader Pedestal, Aria
Aria Grey (RAL 7047).
2 $370.00 $614.20 -$125.80
#7..
- 229 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

A-1210/2A3 AMI Direct Drive Gate,
Integrated Field Connect Board
Version, Aria Grey
110V, L-Hand, Amano EN75
Gray (RAL 7047). Includes
factory-installed Field Connect
Board.
9 $5,070.00 $37,872.90 -$7,757.10
AL35 11 ft. Folding Gate Arm,
Aluminum, L-Hand
AMI-1200 Series Only.
9 $757.00 $5,654.79 -$1,158.21
Pay on Foot Stations
AOCASH1/A1001BP Amano ONE Cash & Credit
Card Pay-on-Foot Station -
Windcave, No Prox, Tall Base
Barcode ticket, 1D/2D barcode
scanner, thermal ticket/receipt
printer, locking bill safe, recycling
bill cassettes, IP intercom,
camera, and Windcave
SCR200F-VM
contact/contactless credit card
reader. Amano EN75 Light Gray
(RAL 7047), tall base, and
standard graphics panel.
1 $38,580.00 $32,021.40 -$6,558.60
AOCC1/A1001BP Amano ONE Credit Card Only
Pay-on-Foot Station -
Windcave, No Prox
Barcode ticket, 1D/2D barcode
scanner, thermal ticket/receipt
printer, IP intercom, camera, and
Windcave SCR200F-VM
contact/contactless credit card
reader. Amano EN75 Light Gray
(RAL 7047) and standard
graphics panel.
2 $19,250.00 $31,955.00 -$6,545.00
Network
#7..
- 230 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

AONW/00001 Amano ONE Network Kit 1 $3,376.00 $2,802.08 -$573.92 8TC-G-L-Cisco Network Switch 4 $1,537.00 $5,102.84 -$1,045.16 Consumables
ATD‐804700 Paper Roll, Amano ONE
Lane/Cash
For Aria Series One
Entry/Exit/POF Stations. 60mm x
455' thermal paper roll (price per
roll).
20 $62.00 $1,029.20 -$210.80
PMC4845H Proximity Cards 26Bit Wiegand
HID
26Bit Wiegand HID H10301
format, permanently numbered
proximity cards. System Code
Range: 1-255 Card Number
Range: 1-65,535 Minimum order
100 cards. Custom graphics
require SETUP/CARDS and
minimum order of 500 cards.

Contact Channel Support for
quote on custom printed cards.
400 $9.00 $2,988.00 -$612.00
System Subtotal $238,863.21
Name # Price Total
Civil Work
Data and Electrical Cabling (Estimate Only) 1 $37,072.00 $37,072.00 Installation, Service, and Support
Hardware Installation 1 $24,000.00 $24,000.00
#7..
- 231 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Service Subtotal $61,072.00
Name Price Total
Freight
Shipping $15,000.00 $15,000.00
Freight Total $15,000.00
Name Price Total
Applicable Tax
Sales Tax 8.88% $21,211.00 $21,211.00
Tax Total $21,211.00
Grand Total: $336,146.21
SKU Name # Price Total Discount
Recurring Costs
AOESSENTIAL Amano ONE Essential
Software Package
Essential Package includes
software options for Card
Access, Count, Revenue, Credit
Card, Mobile Payments,
Negotiated Fee, Notifications,
Validations, Call Center, MultiTenancy, Core Reservation APIs, and Reports. Software
package covers up to four
devices. Add AOEPR/00001 for
each additional device.
1 $720.00 $684.00 -$36.00
#7..
- 232 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

AOEPR/00001 Amano ONE Additional
Device Software License
Software license for each
individual Amano ONE Entry,
Exit, Pay-on-Foot, Pay-in-Lane,
or Reader device beyond the
four covered with the Essential,
Premium, or Elite software
packages.
8 $47.00 $357.20 -$18.80
Monthly Total $1,041.20
#7..
- 233 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Amano ONE Hardware Components

Features
· Issues 2D barcode tickets
· Touchless wave sensor ticket issue option
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
#7..
- 234 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts credit cards, validations, and pre-paid barcode passes · 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
#7..
- 235 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts credit cards and validations
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
#7..
- 236 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts cash, credit cards, validations, and pre-paid barcode passes · Banknote recycler
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
· Optional custom graphic panel
#7..
- 237 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts cash, credit cards, validations, and pre-paid barcode passes · Banknote recycler
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
-Optional custom graphic panel
#7..
- 238 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

CREDIT CARD PROCESSING SUBSYSTEM
The Amano ONE system utilizes a cloud-based third-party payment gateway from Windcave, a validated PCI P2PE® solution.

Windcave manages the credit card transactions and payment services utilizing point-to-point encryption from an all-in-one contact and contactless terminal.
#7..
- 239 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

The Amano ONE software platform application and parking hardware, in conjunction with Windcave terminals, provide a complete credit card payment solution. Neither unencrypted credit card data nor sensitive authentication data is stored or transmitted by the Amano ONE system. The Windcave terminals encrypt all credit card data immediately upon swipe or read. #7..
- 240 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

SOFTWARE SOLUTION

Features
· Cloud-based software deployment
· Simplified, online device onboarding
· Seamless deployment of software updates
· Responsive design
· Portfolio management
· Multi-credential access
· Built-in call center
· Mobile payment functionality
#7..
- 241 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. · Online validations
· System alerts and notifications
· Easily view, add, and manage devices and facilities
· Powerful architecture with secure data encryption and easy up and out scalability #7..
- 242 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· Multiple credentials per user
· Barcode, proximity, magstripe, AVI, and more
· Email barcode credentials directly from the software
· Add, edit, and delete access holder records by individual account or access group · View access holder activity from dashboard with one-click access to detailed reports #7..
- 243 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· Configure, enable, or disable devices
· View real-time and historical transactions
· Remote rate management and deployment
· Graphical dashboard overviews with one-click access to detailed reports #7..
- 244 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· Secure mobile payment
· No app to download
· View parking fees
· Apply validations
· Optional receipt via email
#7..
- 245 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. · Optional convenience fee
#7..
- 246 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· Native call center with built-in HD camera and VoIP intercom · View lane device status and transactional details
· Push rates to Amano ONE devices
· Change monthly status
Vend gates
#7..
- 247 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Features
· Comprehensive reporting tool
· Dashboard overviews with one-click access to detailed reports · Interactive reporting with a multitude of parameter filters · Actionable alerts accessible from the dashboard
#7..
- 248 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

THIRD-PARTY INTEGRATIONS / OPEN API
Amano ONE supports integration with third-party parking reservation applications through an open API service. This allows facilities to provide patrons with cashless options and an enhanced customer service experience which includes parking reservations, coupons, and pre-paid parking. The system communicates with aggregators to verify the validity of passes and coupons when scanned at lane devices and payment stations. Amano ONE also calculates and collects for early arrivals and late departures to ensure accounting of all revenue.
#7..
- 249 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Terms and Conditions
Conditions and Disclaimers

2. Amano McGann shall not be liable for penalties and/or consequential damages.

7. Amano McGann reserves the right in its sole discretion to modify, change and/or to discontinue the availability of, or support for, any product, feature or service.

8. Job-site services such as installation, system commissioning, startup and training are not included unless otherwise specifically stated.

9. Amano McGann assumes that all existing conduit, power and low-voltage cabling, and inductive loops are functional and serviceable unless otherwise included in the proposal equipment list.

11. Prices in this proposal do not include any third-party setup and/or service fees including, but not limited to, internet service, telephone service, hosting, credit card processing, etc.

13. This quotation excludes additional customer policies and/or procedures not specified in this document.

15. Allowance pricing, if any, is provided based on the information available at the time of bidding. If pricing exceeds allowance, Amano McGann will provide actual pricing to purchaser before proceeding with work. #7..
- 250 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Cellular fees, if any, are the responsibility of the owner.

18. Amano McGann reserves the right to negotiate mutually acceptable contract terms.

Provided by Others (unless otherwise specified in the proposal) ● Permits, drawings, inspection fees and any costs associated with permits and drawings. ● Any work required to bring the existing facility up to code. ● Re-bar and post tension cable locating.
● Power circuits, conduit, wiring and connections in accordance with Amano McGann specifications and typical layout drawings.
● Low-voltage conduit and wiring in accordance with Amano McGann specifications and typical layout drawings. #7..
- 251 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. ● Concrete/asphalt (including new, repair/restoration of existing, modifications to existing) and safety bollards in accordance with Amano McGann layout drawings.
● Server system in accordance with Amano McGann specifications. ● High speed internet service with connection provided to the server system (50 Mbps upload and download w/static IP address). Failure to provide internet connectivity and remote access software shall result in standard service charges for any on-site warranty software support.
● For any network runs over 300 ft, it is strongly recommended that fiber optic communication is installed, multi-mode is preferred but single mode can be utilized to accommodate the existing network. Failure to use fiber optic communication may result in poor throughput and ultimately affect the performance of the parking system overall ● All IP networking hardware and configuration for the proper functioning of the system. IP networking devices include, but are not limited to, modems, routers, switches, firewalls, and VPN devices. ● TCP/IP LAN drops to specified areas.
● Dedicated "P.O.T. S" phone lines or analog PABX extensions with wiring provided to the specified communications head end location.
● Merchant account with a Credit Card Processor (Clearinghouse) required for credit card transactions must be received 15 days before installation.
● Canopies / weather-covers for pay-in-lane pay station. ● Construction build-out for lobby pay station.
● Overhead rolling grille/door interface, including safety equipment, IR photo-beam and close timers. ● Remote access for system support via internet connectivity. Owner/operator shall provide a secure user account with login/password credentials to Amano McGann.
● SMTP relay email account with login/password credentials for “Notification Service” software. ● Removal, installation, or tie-in of new or existing third-party card access, camera and/or intercom systems. ● Safe, secure, and climate-controlled location, including office fixtures, for head-end server installation. ● Permission to saw-cut and drill in equipment locations.

Delivery date for equipment and software is projected for 60days after receipt of all required order forms and deposit payment for product delivery, whichever occurs later.

Time of Project Performance
Substantial Completion date is projected f or 90days after receipt of deposit payment and all required setup/configuration order forms, whichever occurs later. Should Amano McGann be delayed in the completion of the work by any act, inaction, or default of #7..
- 252 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Taxes
Applicable taxes included in this proposal. If Client is tax exempt, Client will provide a tax exemption certificate for this project. Client agrees to pay and satisfy any taxes levied in connection with this project and to hold Amano McGann harmless from all tax obligations, penalties and interest imposed by any governmental entity in connection with this Contract. #7..
- 253 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Payment Terms

1. 50% deposit payment due upon acceptance of proposal.

2. 25% payment due upon delivery of equipment to AMI Branch.

3. Final 25% invoice upon substantial completion.

4. All payments due - Net 30 days. A 1.5% finance charge may be added to any invoice over 90 days.

Warranty
#7..
- 254 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Unless noted otherwise, a standard one-year warranty on parts and labor for defects in materials or manufacture is included.

Force Majeure
Amano McGann shall not be liable for any damages, direct, indirect, incidental, or consequential, resulting from delay in performance or nonperformance caused by contingencies, happenings or causes beyond the control of Amano McGann, including, but not limited to, fire, flood, storm, power failure, labor trouble or shortage, war, acts of Government, accidents, material shortage, equipment failures or Acts of God. In the event of the occurrence of any such contingencies, Amano McGann may suspend or terminate its performance hereunder without responsibility to the Client for any damages resulting from such suspension or termination. #7..
- 255 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Proposal Validity
This proposal is valid for until 8/31/24. If the executed contract and/or purchase order is received after the expiration date, Amano McGann will issue a revised proposal.

Proposition 65 Disclaimer
For California Customers - The products to be purchased pursuant to this proposal are not consumer products and are not intended to be consumer products under the California Safe Drinking Water and Toxic Enforcement Act of 1986, codified as Cal. Health & Safety Code § 25249.6, et. seq.
#7..
- 256 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Acceptance & Authorization
THE PRICES, DELIVERABLES, SPECIFICATIONS AND CONDITIONS ARE SATISFACTORY AND ARE HEREBY ACCEPTED. AMANO MCGANN IS AUTHORIZED TO PERFORM THE WORK AS SPECIFIED.
#7..
- 257 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Proposal Number: 5354
Total Proposal Amount: $336,146.21
Agreed on Behalf of: City of Modesto
Signature: ________________________________________________________________ Print Name and Title: ________________________________________________________________ Date: _____________________________
Billing Address:
______________________________________________________
______________________________________________________
______________________________________________________
Client PO Number:
___________________________________
Agreed on Behalf of Amano McGann, Inc.:

Signature: ________________________________________________________________ Print Name and Title: ________________________________________________________________ Date: _____________________________
#7..
- 258 -
#7..
- 259 -
©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. ©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement (“SaaS Agreement”) is between the Customer, as defined in the applicable Proposal (“Customer”), and Amano McGann, Inc., a Delaware corporation (“AMI”), with its principal place of business at 2699 Patton Road, Roseville, MN 55113, with an effective date as of the date of Customer’s signature on the applicable Proposal (“Effective Date”). Customer and AMI are referred to individually as a “Party,” and collectively as the “Parties.”

1. DEFINITIONS. Capitalized terms not defined in this SaaS Agreement shall have the meanings defined in the GENERAL TERMS AND CONDITIONS FOR THE SALE OF PRODUCTS AND SERVICES (the “Terms”), or the applicable work order or proposal (the “Proposal”). The following terms have the meanings given below.

1.1 “Affiliate” means any person, entity, or other form of enterprise that directly or indirectly controls, is controlled by, or is under common control with, a Party, where “control” means the possession, directly or indirectly, through one or more intermediaries, of power to direct, or to cause the direction of, the management or affairs of such entity, whether through ownership interests, contract, voting trust or otherwise.

1.2 “Confidential Information” means any information, in any form or medium, that is either marked as confidential, or is disclosed under circumstances that would lead a reasonable person to understand that it is confidential, and shall include, without limitation, this SaaS Agreement, the Software Solution software programs, Customer Data, AMI Data, and all non-public proprietary information related to Discloser’s or its Affiliates’ businesses and operations. Confidential Information does not include information that (i) is or becomes generally available to the public other than as a result of a breach of this SaaS Agreement by Recipient, (ii) is independently developed by or for Recipient without reliance upon, or reference to, the Confidential Information of Discloser, as evidenced by records made in the ordinary course of business, (iii) is disclosed to Recipient by a third party not bound by any duty of confidentiality concerning the information disclosed, or (iv) was rightfully in Recipient’s possession before receipt from Discloser, as evidenced by records made in the ordinary course of business.

1.3 “Customer Data” means data and information that Customer inputs into the Software Solution in connection with its use thereof.

1.4 “Discloser” means the Party (including its Affiliates, where applicable) who discloses or otherwise makes available its Confidential Information to Recipient.

1.5 “Documentation” means the specifications provided in a Proposal for the Software Solution.

1.6 “Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the Party affected, including without limitation, power failures, changes to Laws, disasters, pandemics, explosions, fires, floods, riots, strikes, unusuallysevere weather, terrorist attacks, wars and government shut-downs.

1.7 “Implementation and Program Support Services” means those implementation and program support services offered to Customer regarding the Software Solution as set forth in a Proposal.

1.8 “IP Rights” means all rights and interests in and to inventions, patents, utility models, designs (whether registered or not and including rights relating to semiconductor topographies), trade secrets, database rights, copyrights, and trademarks (whether #7..
- 262 -
registered or common law), together with all rights to the grant of licenses and applications for the same, and including all similar or analogous rights, and all other rights in the nature of intellectual and industrial property, throughout the world, and all future rights of such nature.

1.9 “Law(s)” means all applicable laws, ordinances, rules, and regulations, whether domestic or international, that apply to the Support Services, the use of the Software Solution by Customer, and this SaaS Agreement.

1.10 “Malicious Code” means code, files, scripts, agents or programs (e.g., viruses, worms, time bombs and Trojan horses) that may be used to access, alter, delete, threaten, infect, assault, vandalize, defraud, disrupt, damage, disable, inhibit, or shut down or impair computer systems, computer data, databases, environments, infrastructures, or software.

1.11 “Recipient” means the Party (including its Affiliates, where applicable) who receives or otherwise obtains Discloser’s Confidential Information.

1.12 “Support Services” means (i) hosted delivery by AMI of the Software Solution to Customer; (ii) the Implementation and Program Support Services set forth in any Proposal as it relates to the Software Solution; and (iii) AMI’s general system administration, system management and system monitoring as it relates to the Software Solution.

1.13 “Services Term” means the initial term and any renewal term(s), as identified in a Proposal with regards to the Software Solution.

1.14 “Software Solution” means that certain software-as-a-service offering,as described in the Documentation, owned by AMI to which AMI grants Customer access as provided by a Proposal.

1.15 “Users” mean those individuals authorized to access and use the Software Solution, as set forth in a Proposal, and for whom Customer has paid all required fees.

1.16 “Proposal” refers to any ordering document, such as a work order or proposal, signed by the Parties, under which Customer agrees to subscribe to the Software Solution.

2. RIGHTS TO USE THE SERVICES.

2.1 Licenses. Upon AMI’s acceptance of the Proposal, AMI grants to Customer a revocable, non-exclusive, non-assignable (except as set forth in Section 16.10 below), royalty-free, world-wide limited license and right to use the Software Solution during the Services Term solely for Customer’s internal business operations, all in accordance with the terms of this SaaS Agreement. Customer grants to AMI an irrevocable, perpetual, non-exclusive, nonassignable (except as permitted by Section 16.10), royalty-free, fully-paid-up, world-wide limited license to reproduce, distribute, use, and display Customer Data to the extent necessary for purposes of (i) providing the Support Services under this SaaS Agreement, (ii) aggregating and enriching Customer Data with AMI Data and additional data sets, and creating de-identified data pursuant to Section 5.3, and (iii) any other activities expressly agreed by Customer.

2.2 Authorized Users. Users may access and use the Software Solution for the purpose set forth in Section 2.1. Access to and use of the Software Solution is priced on a monthlysubscription, per-User basis.

2.3 Customer Acknowledgements. Customer acknowledges that AMI delivers access to the Software Solution on a software-as-a-service basis, and AMI has no physical delivery obligation with respect to the software comprising the Software Solution, and will not ship copies of the Software Solution to Customer. Customer agrees that Customer does not #7..
- 263 -
acquire any license to use the Software Solution in excess of the scope or duration set forth in the Proposal. Upon the termination of a Proposal or this SaaS Agreement, the licenses granted to Customer, Customer’s right to access or use the Software Solution, and Customer’s right to receive the Support Services from AMI in connection with the Software Solution shall all terminate.

2.4 Third-Party Technology. To the extent any third-party technology is appropriate or necessary for use with the Software Solution and is specified in the Documentation or Proposal, Customer’s right to use such third-party technology is governed by the terms of the applicable third-party technology license agreement and not by this SaaS Agreement.

2.5 Tools and Diagnostics. AMI may use tools, scripts, software, and utilities (collectively, the “Tools”) to monitor and administer the Support Services, and to help resolve issues with the Software Solution. Collection, reporting or storage of any Customer Data residing in the Software Solution production environment may be used by AMI to troubleshoot or diagnose and resolve problems with the Software Solution. Customer Data collected by the Tools may also be used to assist in managing AMI’s product and service portfolio and for compliance management. Customer will not be granted access to, and may not access or use, the Tools unless expressly permitted by AMI; such access to the Tools shall be granted in AMI’s sole discretion and shall be subject to additional fees. Customer will grant AMI such access to Customer’s IT systems as may be reasonably required by AMI solely to remotely diagnose issues that Customer reports to AMI it has with the Software Solution, or that AMI may discover through its administration of the Software Solution.

3. RESTRICTIONS AND PROHIBITIONS. Customer will not, at any time, during or after the Services Term:

3.1 Remove or modify any AMI markings or any notice of AMI’s IP Rights;

3.2 Provide any third party with access to, or otherwise make the Software Solution available to such third party without AMI’s prior, written consent;

3.3 Copy, modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Software Solution;

3.4 Use the Software Solution to store or transmit any Malicious Code, or introduce (intentionally or otherwise) Malicious Code into the Software Solution;

3.5 License, sell, rent, lease, transfer, assign, distribute, display, host, outsource, or disclose the Software Solution software programs to any third party;

3.6 Use or permit the use of the Software Solution, including by uploading, emailing, posting, publishing or otherwise transmitting any material, for any purpose that may (i) menace or harass any person or cause damage or injury to any person or property, (ii) involve the publication of any material that is false, defamatory, harassing or obscene, (iii) violate privacy rights, (iv) promote or condone bigotry, racism, hatred or harm, (v) constitute unsolicited bulk e-mail, “junk mail,” “spam” or chain letters; (vi) infringe upon or violate the IP Rights of any person or entity, or (vii) otherwise violate Laws;

3.7 Use the Software Solution to create a database, build, or help another to build, a product or service using similar ideas, features, functions or graphics as the Software Solution, whether to directly compete with AMI or otherwise;

3.8 Permit (including by failure to adequately supervise and monitor) any User to share its access credentials for the Software Solution with another. #7..
- 264 -

3.9 In addition to, and without prejudicing, any other rights or remedies available to AMI, AMI reserves the right to remove or disable Customer’s access to the Software Solution if Customer violates any of the foregoing restrictions. AMI shall have no liability to Customer in the event that AMI takes such action.

4. CUSTOMER RESPONSIBILITIES.

4.1 Assistance. Customer will provide commercially-reasonable information and assistance to AMI to enable AMI to deliver the Support Services.

4.2 Data Delivery. Upon request from AMI, Customer shall promptly deliver complete and accurate set(s) of Customer Data to AMI in electronic file format(s) specified and accessible by AMI. AMI’s ability to deliver the Software Solution in the manner provided in this SaaS Agreement may depend upon the accuracy and timeliness of such information and assistance.

4.3 Legal and Regulatory Compliance. Customer shall comply with all Laws in using the Software Solution, and in performing its obligations under this SaaS Agreement, including gathering any permissions or consents required with regards to the use and processing of Customer Data in order for AMI to legally process Customer Data under the terms of this SaaS Agreement.

4.4 Unauthorized Use; False Information. Customer agrees to make reasonable efforts to prevent unauthorized third parties from accessing the Software Solution. Customer shall (i) notify AMI immediately of any unauthorized use of any access credentials or any other known or suspected breach of security, (ii) report to AMI immediately, and use reasonable efforts to stop, any unauthorized use of the Software Solution that is known or suspected by Customer or any User, and (iii) not provide false identity information to gain access to or use the Software Solution.

4.5 User Acts and Omissions. Customer shall be solely responsible for the acts and omissions of Users. Customer will be responsible for Users’ compliance with this SaaS Agreement, the Documentation and all Proposals. AMI shall not be liable for any loss of data or impaired functionality caused directly or indirectly by Users.

4.6 Customer Data. Customer is responsible for the accuracy, quality and legality of Customer Data, the means by which Customer acquired Customer Data, and Customer’s use of Customer Data in connection with the Software Solution.

4.7 Customer Equipment. Customer shall be responsible for providing and maintaining the required terminal equipment and data lines for its use of the Software Solution, and shall ensure that their configuration and technical condition comply with the then current requirements issued by AMI from time to time.

5. INTELLECTUAL PROPERTY OWNERSHIP.

5.1 AMI owns the software code and all other elements that comprise the Software Solution, excluding code or software that is considered open source, or is licensed by AMI from a third-party and any modifications, customizations, or improvements thereto, whether made by AMI or Customer, including all IP Rights therein. AMI owns anything developed and delivered under this SaaS Agreement, including the IP Rights therein. Anything developed by Customer and delivered to AMI in connection with this SaaS Agreement shall be deemed a work-made-for-hire as such is defined and interpreted by U.S. copyright laws.

To the extent the work-made-for-hire doctrine does not apply to any such works, Customer hereby irrevocably transfers and assigns all right, title and interest in and to such works to AMI. AMI’s proprietary data analysis methodology used to provide the Services, and all #7..
- 265 -
associated mathematical models, algorithms, business processes, designs, software, and source code, including any future modifications, is owned by AMI, including all IP Rights therein. No intellectual property rights are granted to Customer under this SaaS Agreement except as expressly set forth herein.

5.2 Notwithstanding Customer’s data delivery obligations under Section 4.2, and subject to the license granted to AMI under Section 2.1, and AMI’s right to use de-identified portions of Customer Data under Section 5.3, Customer Data is owned by Customer.

5.3 AMI may use de-identified data to create aggregated/combined data, reports, and analyses from the Customer Data or Customer’s use of the Software Solution (such aggregated, combined, enriched, de-identified data, reports, and analyses are “AMI Data”). Without limiting the generality of the foregoing, AMI Data shall also include: (a) the results of AMI’s analytics, enhancements and modifications to AMI Data; (b) any Customer Feedback (as defined in Section 5.5 below); and (c) AMI’s learnings from providing Services. AMI shall own the AMI Data, and all IP Rights therein, and may use AMI Data for its own lawful business purposes including providing third-party customers with data products and services derived from AMI Data.

5.4 Notwithstanding the foregoing, but subject to the confidentiality provisions in this SaaS Agreement, Customer may develop and use during the Services Term only and solely for its internal business purposes, works and analyses created by Customer from Customer Data or from the results of the Services (“Derivative Works”). Customer shall own its Derivative Works and all IP Rights therein, subject to the requirement of this Section 5.4 that Customer only use such Derivative Works during the Services Term.

5.5 To the extent not covered by Section 5.1, AMI shall own and retain all intellectual property rights in any suggestion, enhancement request, recommendation, correction or other feedback, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like related to the Software Solution ("Feedback") provided by Customer, Users or any of Customer’s employees or contractors whether provided by mail, email, telephone, or otherwise. AMI is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. To the extent required, Customer hereby assigns to AMI on Customer's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and AMI is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although AMI is not required to use any Feedback.

Any Feedback shall not be considered a Derivative Work.

5.6 Subject only to the terms of this Section 5, any use (whether authorized or not) of intellectual property or Confidential Information owned by a Party shall, inure to the sole benefit of that Party.

6. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES.

6.1 AMI warrants to Customer that (i) the Software Solution will perform materially as described in this SaaS Agreement for a period of one (1) year following the Effective Date; and (ii) at the time the Software that is part of the Software Solution is made available to Customer hereunder, it does not contain any virus or other malicious code that would cause the Software Solution to become inoperable or incapable of being used in accordance with the Documentation. THE FOREGOING WARRANTIES DO NOT APPLY, AND AMI STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRDPARTY PRODUCTS AND SERVICES. #7..
- 266 -

6.2 The warranties set forth in Section 6.1 do not apply and become null and void if Customer breaches any material provision of this SaaS Agreement, or if Customer, any User, or any other person provided access to the Software Solution by Customer or any User, whether or not in violation of this SaaS Agreement: (i) installs or uses the Software Solution and/or the Software therein on or in connection with any hardware or software not specified in the Documentation or expressly authorized by AMI in writing; (ii) modifies or damages the Software Solution and/or the Software therein; or (iii) misuses the Software Solution or the Software therein, including any use of such Software other than as specified in the Documentation or expressly authorized by AMI in writing.

6.3 If, during the period specified in Section 6.1, the Software Solution fails to comply with the warranty in Section 6.1, and such failure is not excluded from warranty pursuant to Section 6.2, AMI shall, subject to Customer's promptly notifying AMI in writing of such failure, at its sole option, either: (i) repair or replace the Software Solution, provided that Customer provides AMI with all information AMI requests to resolve the reported failure, including sufficient information to enable AMI to recreate such failure; or (ii) refund the Fees paid for such Software Solution, subject to Customer's ceasing all use of the Software Solution. If AMI repairs or replaces such Software Solution, the warranty will continue to run from the Effective Date and not from Customer's receipt of the repair or replacement.

The remedies set forth in this Section 6.3 are Customer's sole remedies and AMI's sole liability under the limited warranty set forth in Section 6.1.

6.4 AMI further represents, warrants and covenants to Customer that (i) AMI has, and throughout the Services Term will have, the unconditional and irrevocable right, power, and authority to provide the Services and grant and perform all rights granted by it under this SaaS Agreement; (ii) AMI has taken all industry-standard measures to prevent the introduction of Malicious Code into the Software Solution; and (iii) AMI will perform all Services in a professional and workmanlike manner in accordance with recognized industry standards and practices, using personnel with appropriate skill.

6.5 EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 6.1, THE

SOFTWARE SOLUTION AND APPLICABLE DOCUMENTATION ARE PROVIDED "AS IS" AND AMI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AMI SPECIFICALLY

DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL

WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION

6.1, AMI MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE

SOLUTION AND APPLICABLE DOCUMENTATION, OR RESULTS OF THE USE

THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S

REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY

INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE,

SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

6.6 Third Party Websites, Content, Products and Services. The Software Solution may enable Customer to add access to content, products and services of third parties. In the event Customer adds such access, AMI is not responsible for any content provided by such third parties, and Customer bears all risks associated with the access and use of such content, products and services.

7. FEES AND TAXES; EXPENSES.
#7..
- 267 -

7.1 Fees. Customer agrees to pay the fees for all Services set forth in any Proposal including the Software Solution. All fees due pursuant to a Proposal accepted by AMI are noncancelable and the sums paid are non-refundable except as specifically set forth in this SaaS Agreement. Fees for Services listed in a Proposal are exclusive of taxes and expenses.

Notwithstanding anything in a Proposal to the contrary: (i) if AMI has archived data for a Customer for at least three (3) years, AMI may charge Customer for any future data retention and/or archiving to be provided by AMI; (ii) to the extent there are increases by AMI’s third party vendors for the Software Solution, then AMI may increase the fees for the Services hereunder to account for such increase by such third party vendors; (iii) on each one-year anniversary of the SaaS activation date, AMI may adjust pricing by an amount equal to the greater of: (a) three percent (3%); or (b) the percentage equal to the percentage change for services in the Consumer Price Index statistic published by the United States Bureau of Labor; and (iv) if Customer goes over thirty-thousand (30,000) transactions per month (“Transaction Limit”) for two (2) months in a row, AMI reserves the right to raise the fees. All invoiced amounts not reasonably in dispute are due and payable within thirty (30) days of Customer’s receipt of AMI’s invoice. If Customer fails to pay any invoice, or portion thereof, when due, AMI reserves the right to: (i) suspend Customer’s access to the Software Solution and suspend providing Services; (ii) accrue and charge Customer interest at the lower of the rate of eighteen percent (18%) per annum, or the highest rate permitted by Law, from the date due until the date paid; and/or (iii) terminate this SaaS Agreement upon notice to Customer without further obligation to Customer or the refund of any previously-paid fees. Should AMI initiate any legal action or collections proceedings with respect to a past-due invoice, or portion thereof, AMI shall be entitled to recovery of its reasonable expenses in so doing, including without limitation, reasonable attorneys’ fees and court costs.

7.2 Taxes. Customer agrees to pay any sales, use, value-added or other taxes imposed by Law that AMI must remit to relevant taxing authorities based on the Services Customer orders, except for taxes based on AMI’s income.

7.3 Expenses. Customer agrees to reimburse AMI for reasonable expenses incurred in providing any portion of the Services to Customer at Customer’s location(s) or at such other off-site locations that Customer may designate.

8. CONFIDENTIAL INFORMATION.

8.1 Use and Disclosure Restrictions. Recipient shall maintain the confidentiality of Discloser’s Confidential Information and use the same degree of care (but in no event less than a reasonable degree of care) to protect such Confidential Information as Recipient uses to protect its own similar Confidential Information. Recipient shall not discuss, use, disclose, reproduce, disassemble, decompile, or reverse engineer Discloser’s Confidential Information except as permitted under this SaaS Agreement or as otherwise required or expressly permitted by Law.

8.2 Sharing Confidential Information. Subject to this Section 8, (i) AMI may disclose Customer’s Confidential Information only to those employees and subcontractors of AMI who have a need to know for the purposes of providing the Services or to otherwise perform AMI’s obligations under this SaaS Agreement; and (ii) Customer may disclose AMI’s Confidential Information only to those employees and subcontractors of Customer who have a need to know for the purposes of receiving the Services, evaluating AMI’s performance under this SaaS Agreement, or to otherwise exercise Customer’s rights under this SaaS Agreement. Notwithstanding the foregoing, each Party, as applicable, must first ensure that such employees and subcontractors are obligated in writing to comply with #7..
- 268 -
duties of confidentiality and non-disclosure that are no less stringent than those set forth in this SaaS Agreement, and make commercially-reasonable efforts to prevent employees and subcontractors from unauthorized use or disclosure of the other’s Confidential Information.

8.3 No Grant of Rights. This SaaS Agreement does not grant Recipient any IP Rights in a Discloser’s Confidential Information except as provided in Sections 5.1 and 5.5.

8.4 Disclosures Required by Law. If Recipient becomes required by Law to disclose any of Discloser’s Confidential Information, Recipient shall promptly notify Discloser so that Discloser has an opportunity to seek a protective order or other appropriate relief to safeguard its Confidential Information, to the extent legally permitted. Recipient will thereafter be entitled to disclose only those portions of Discloser’s Confidential Information necessary to strictly comply with Law. Any portion of Confidential Information that is disclosed pursuant to this Section 8.4 remains subject to Section 8 of this SaaS Agreement.

8.5 Notice of Breach and Remedies. Recipient shall notify Discloser immediately upon becoming aware of any breach or threatened breach of this Section 8. Recipient shall provide reasonable assistance to Discloser in connection with any reasonable actions that Discloser takes to prevent or stop the breach or threatened breach. Breach of this Section 8 may cause Discloser irreparable harm, for which monetary damages are not adequate compensation, or are not reasonably capable of being ascertained. Therefore, Discloser is entitled to injunctive or other equitable relief to prevent or stop any breach or threatened breach of this Section 8 without the need to prove actual harm or post any bond, and Recipient will take no action to diminish or impede such rights of Discloser. Nothing in this Section 8 may be construed as limiting Discloser’s right to any other remedies at law or equity.

8.6 Return of Confidential Information. Upon termination or expiration of this SaaS Agreement, Recipient shall return or destroy, all Confidential Information received from Discloser, whether in tangible or electronic form, together with all copies, reproductions and summaries of Confidential Information, and upon Discloser’s written request, will certify in writing to Discloser such return or destruction within thirty (30) days of receipt of the written request. To the extent required by Law, Recipient may retain one (1) copy of Discloser’s Confidential Information for archival purposes only.

8.7 AMI Data. Provisions of this Section 8 that would otherwise apply to AMI expressly do not apply to AMI’s use and dissemination of AMI Data under Section 5.3 above.

9. TERM AND TERMINATION; SURVIVAL.

9.1 Term. This SaaS Agreement shall commence on the Effective Date and continue for the duration of the Services Term, unless earlier terminated in accordance with this Section 9 or other provisions of this SaaS Agreement granting early termination rights. The initial Services Term shall be as set forth in the Proposal. The Services Term shall thereafter automatically renew for successive renewal terms of identical duration to the renewal of the initial Services Term, until either Party provides notice of its intent to not renew after completion of the then-current Services Term. Such notice shall be delivered at least thirty (30) days prior to the end of the then-current Services Term and termination shall become effective on the last day of the then-current Services Term.

9.2 Termination for Breach. If either Party breaches a term of this SaaS Agreement and fails to cure the breach within fifteen (15) days of receipt of written notice of the breach, then the breaching Party is in default and the non-breaching Party may terminate the applicable Proposal under which the breach occurred or this SaaS Agreement. The non-breaching #7..
- 269 -
Party may agree in its sole discretion to extend the 15-day cure period for so long as the breaching Party continues reasonable efforts to cure the breach. If Customer terminates this SaaS Agreement due to an uncured breach by AMI, Customer shall pay for all Services delivered prior to such termination. If AMI terminates this SaaS Agreement due to Customer’s uncured breach, Customer must pay, within thirty (30) days, all amounts that have accrued prior to such termination date, as well as all sums remaining unpaid for the Services ordered under this SaaS Agreement, plus related taxes and expenses.

9.3 Suspension. In addition to, or in lieu of, its termination rights, AMI may immediately suspend Customer’s access to the Software Solution if (i) Customer fails to pay any amounts to AMI when due, or (ii) Customer violates any provision within sections 2, 3, 4, 5, 8 or 14 of this SaaS Agreement. Any suspension by AMI of the Software Solution under this Section 9.3 shall not in any manner affect, limit or waive any other rights of remedies of AMI under this SaaS Agreement or Law, nor excuse Customer from its obligation to make timely and full payments under this SaaS Agreement.

9.4 Consequences of Termination. Upon termination of any Proposal, the license granted to Customer under Section 2, and all of Customer’s rights to access or use the Software Solution and receive the Support Services set forth in the Proposal, shall terminate. Upon termination of this SaaS Agreement, the same shall apply, except that all existing Proposals shall be deemed terminated concurrently with the SaaS Agreement.

9.5 Post-Termination Data Retrieval. At Customer’s request, and for a period of up to sixty (60) days after the termination or expiration of the applicable Proposal, AMI may permit Customer to access the Software Solution for the sole purpose, and only to the extent necessary, for Customer to retrieve the Customer Data then in the production environment.

AMI has no obligation to retain Customer Data beyond such sixty (60) day period, and Customer Data may be irretrievably deleted following the termination or expiration of the Proposal. AMI shall provide commercially-reasonable assistance to Customer with respect to such data retrieval or migration, at Customer’s expense, unless termination is due to an uncured breach by AMI, in which case such assistance will be provided at AMI’s expense.

Upon Customer’s request, and for a period of up to sixty (60) days after the termination or expiration of the applicable Proposal, AMI will provide Customer a copy of Customer Data then in the production environment, subject to additional charges at Customer’s expense.

9.6 Survival. Provisions that by their nature contemplate observance or performance after termination or expiration of this SaaS Agreement shall survive, including without limitation, Section 1, Subsections 2.4 and 2.5, Section 3, Subsections 4.3, 4.5, 4.6, Sections 5 through 8, Subsections 9.2, 9.4, 9.5, 9.6, Sections 10 through 12, and Subsections 16.1,

16.2, 16.3, 16.5, 16.6, 16.7, 16.9, 16.10, 16.12.

10. INDEMNIFICATION.

10.1 Indemnity by AMI. Subject to Section 10.3, AMI shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) incurred by Customer resulting from any third-party claim, suit, action, or proceeding that the Software Solution, or any use of the Software Solution in accordance with this SaaS Agreement, infringes or misappropriates such third party’s US patents, copyrights, trade secrets, or other intellectual property right (“IP Claim”), provided that Customer promptly notifies AMI in writing of the IP Claim, cooperates with AMI, and allows AMI sole authority to control the defense and settlement of such IP Claim. Customer shall have the option, at Customer’s sole discretion and expense, to participate in the defense of any IP Claim using attorneys selected by Customer.

If such an IP Claim is made or appears possible, Customer agrees to permit AMI, at AMI’s #7..
- 270 -
sole discretion, to (A) modify or replace the Software Solution or Documentation, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue to use the Software Solution. If AMI determines that none of these alternatives is reasonably available, AMI may terminate this SaaS Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer and provide to Customer a pro rata refund of any pre-paid fees.. AMI shall have no obligation to indemnify Customer hereunder with respect to any IP Claim to the extent it arises due to any: (A) use of the Software Solution in combination with data, software, hardware, equipment, or technology not provided by AMI or authorized by AMI in writing; (B) modifications to the Software Solution not made by AMI; (C) use of any version other than the most current version of the Software Solution or Documentation delivered to Customer; (D) Third-Party Products; or (E) combination, operation or use of the Software Solution with software program(s) or data not part of the Services if the IP Claim would have been avoided had such combination, operation or use not occurred.

10.2 Indemnity by Customer. Customer shall, at its sole cost and expense, defend AMI, its Affiliates, and their respective officers, directors, employees and agents, from and against any and all actions, claims, demands, suits, or proceedings brought against AMI by a third party resulting from, or arising in connection with, Customer’s (i) breach of any of the terms of this SaaS Agreement, or (ii) negligent or intentionally-wrongful acts or omissions (“Claims”). Customer shall indemnify and hold AMI, its Affiliates, and their respective officers, directors, employees and agents harmless from and against any and all losses, costs, damages, judgments, liabilities and expenses (including without limitation reasonable attorneys’ fees) arising out of, or in settlement of, such Claims, provided that AMI notifies Customer promptly (but in any event within ten (10) days of becoming aware) in writing of the Claim and provides Customer with all reasonable assistance, information and authority necessary to perform the above. Customer shall have sole control of the defense with respect to any such Claim, including settlement of such Claim; provided, however, that Customer may not settle any Claim unless the settlement unconditionally releases AMI of all liability. AMI shall have the option, at AMI’s sole discretion and expense, to participate in the defense of any such Claim using attorneys selected by AMI.

10.3 Scope of Obligations. The obligations of Sections 10.1 and 10.2 above shall exist whether arising from the act or omission of a Party, or that Party’s Affiliate or subcontractor.

10.4 Above Remedies Exclusive. The remedies set forth in Section 10.1 above are Customer’s sole and exclusive remedies, and AMI’s sole obligations, with respect to any IP Claims.

11. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR

ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,

INCLUDING BUT NOT LIMITED TO ANY LOSS OF REVENUE OR PROFITS, DATA LOSS, OR DATA BREACH. AMI’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT

OF OR RELATED TO THIS SAAS AGREEMENT, WHETHER IN CONTRACT, TORT, OR

OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL

AMOUNTS ACTUALLY PAID TO AMI FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGES IN CUSTOMER’S FAVOR AGAINST AMI SHALL BE REDUCED BY (I) ANY DISCOUNT,

REFUND, OR CREDIT RECEIVED BY CUSTOMER DURING THE TERM OF THIS SAAS AGREEMENT, AND (II) ANY AMOUNTS OWED TO AMI BUT NOT PAID BY CUSTOMER.

NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL NOT APPLY TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS SET #7..
- 271 -
FORTH IN SECTION 10; BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8; OR DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

12. EXPORT COMPLIANCE. Aspects of the Software Solution, and any derivatives therefrom, may be subject to export laws and regulations of the United States and other jurisdictions. Customer agrees that such export control laws govern Customer’s use of the Software Solution and any Support Services provided under this SaaS Agreement. Customer will not permit any User to access or use the Services in a U.S.- embargoed country or region (currently, Cuba, Iran, North Korea, Sudan, Syria and Crimea) or in violation of any applicable export law or regulation.

13. OFFLINE CAPABILITIES

13.1 Amano ONE Offline Capabilities. To the extent applicable, Amano ONE offers a limited offline functionality that allows certain transient and monthly card holders the ability to enter and exit a facility, which may be enabled by Customer or by AMI on behalf of Customer (“Offline Mode”). Transactions that may occur in Offline Mode, with the exception of tickets that are issued, will not be available in the Amano ONE portal once the connection has been restored to the cloud. As such, Customer acknowledges that use of the Offline Mode may cause reporting and tracking discrepancies at the facility. If Customer agrees to have Offline Mode enabled, AMI shall not be responsible for any adverse effects of the system while operating in Offline Mode.

14. SUPPORT AND MAINTENANCE. The terms of this section 14 apply to the Software Solution, notwithstanding anything in a Proposal to the contrary. AMI shall make commercially reasonable efforts to ensure that the Software Solution will be accessible and functional 24 hours per day, 7 days per week, with the exception of scheduled maintenance periods and the Uptime Exceptions (defined below) (collectively the “Excused Downtime”). The foregoing notwithstanding, Customer acknowledges and agrees that the Software Solution may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond AMI’s reasonable control or not reasonably foreseeable by AMI, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, internet traffic problems or other failures, or failures with Customer’s hardware, software, technology, equipment, or applications that are not provided by AMI, or a Force Majeure Event (collectively the “Uptime Exceptions”). If the Software Solution becomes inaccessible to users or not fully functional, other than due to the Excused Downtime, AMI shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible.

15. DATA SECURITY AND PRIVACY.

15.1 Personal Information Processing. AMI shall process all data, including personal information, provided by Customer or collected in connection with this SaaS Agreement in accordance with AMI’s Privacy Policy, located at
https://www.amanomcgann.com/terms-conditions/.

15.2 Customer Obligations. Customer acknowledges and consents to AMI’s Privacy Policy (linked above) as a term of this SaaS Agreement, which may be amended from time to time. Customer is responsible for its use of the Software Solution and any of Customer’s Users in compliance with this SaaS Agreement. AMI retains the right to remove authorization and access of any of Customer’s Users upon request of Customer or in the event such User is in breach of the terms of this SaaS Agreement. #7..
- 272 -

15.3 Security Testing. Customer shall not, nor direct any third party to, tamper with, compromise, or attempt to circumvent any physical or electronic security or audit measures used by AMI in the course of AMI’s business operations.

16. GENERAL PROVISIONS.

16.1 Entire Agreement Order of Precedence. The Parties agree that the Agreement, including this SaaS Agreement and each applicable Proposal (including the information which is incorporated into this Agreement by written reference, including reference to information contained in a URL or referenced policy), is the complete agreement for the Services ordered by Customer, and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services. It is expressly agreed that the terms of this Agreement, including this SaaS Agreement and any Proposal, shall supersede the terms in any purchase order or other non- AMI document, and no terms included in any such purchase order or other non- AMI document shall apply. Furthermore, to the extent there is a conflict between the SaaS Agreement and the Proposal or Documentation, the terms of the main body of this SaaS Agreement shall control.

16.2 Third-Party Beneficiaries. No other person or entity other than the Parties will have any rights, interests, or claims hereunder, or be entitled to any benefits under, or on account of, this SaaS Agreement as a third-party beneficiary or otherwise.

16.3 Severability. If any term of this SaaS Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this SaaS Agreement.

16.4 Updates and Amendments. AMI may amend this SaaS Agreement and modify, update, or upgrade the Software Solution (“Software Updates”) from time to time without notice or consent from Customer; provided, that if such changes materially affect the nature or scope of the SaaS Agreement, the functionality of the Software Solution, or the fees or any performance dates set forth in the Proposal, then AMI shall provide prior written notice of such contract amendments and Software Updates to Customer. Customer’s continued access and/or use of the Software Solution following such contract amendments and Software Updates shall be deemed to be its acceptance of the revised SaaS Agreement and/or Software Solution. Further, the terms of this SaaS Agreement shall apply to any Software Updates that AMI may make available to the Customer under the terms herein.

16.5 Relationship of the Parties. AMI is an independent company, and the Parties agree that no partnership, joint venture, or agency relationship exists between the Parties. Neither Party has the power to bind the other or incur obligations on the other’s behalf without the other Party’s prior written consent. Each Party will be responsible for paying its own employees, including employment related taxes and insurance.

16.6 Governing Law. This SaaS Agreement shall be governed by the substantive and procedural laws of the State of Minnesota, and Customer and AMI agree to submit to the exclusive jurisdiction of, and venue in, the courts in Hennepin County, Minnesota in any dispute arising out of, or relating to, this SaaS Agreement.

16.7 Notices. Notices required by this SaaS Agreement shall be in writing and shall be deemed properly dispatched if (a) personally delivered, (b) sent by facsimile (with confirmation of transmission), (c) sent by registered or certified U.S. mail, postage prepaid, return receipt requested, or (d) sent using a nationally-recognized overnight courier service with package tracing capabilities. All notices shall be sent to the address set forth in applicable Proposal, or such other address as a Party may designate in a notice that complies with the terms of this Section. Notices shall be deemed to have been given as of (i) the date delivered if by #7..
- 273 -
personal delivery, (ii) the date delivered as evidenced by the return receipt of the U.S.

Postal Service if sent by U.S. Mail, or (iii) the date delivered as evidenced by the tracking document if sent by overnight courier.

16.8 Dispute Resolution. Except with respect to IP Rights, breaches of confidentiality, claims subject to indemnification, or other matters for which temporary injunctive relief is sought, if a dispute arises between the Parties relating to the interpretation, performance, or termination of this SaaS Agreement, the Parties agree to hold a meeting (virtually or in Minneapolis, Minnesota) within fifteen (15) days of written request by either Party, attended by individuals with necessary decision-making authority, to attempt in good faith to negotiate a resolution to the dispute prior to pursuing other available remedies. If, within fifteen (15) days after such meeting, the Parties have not succeeded in resolving the dispute, either Party may take action to protect its interests by any lawful means available to it.

16.9 Attorneys’ Fees. Should either Party initiate legal action to interpret, enforce, or resolve a dispute under this SaaS Agreement, the substantially-prevailing party shall be entitled to recovery of its reasonable attorneys’ fees and court costs.

16.10 Binding Effect; Assignment. This SaaS Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign this SaaS Agreement, in whole or in part, without the prior, written consent of the other Party, which consent shall not be unreasonably delayed, conditioned or withheld; except that either Party may assign this SaaS Agreement without the other Party’s consent, but with prior written notice, in conjunction with a corporate reorganization, acquisition, merger or sale of substantially all of its assets.

16.11 Usage Audit Rights. AMI may audit Customer’s use of the Software Solution. Customer agrees to cooperate with AMI’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Customer’s normal business operations. Customer agrees to pay within thirty (30) days of written notification any fees applicable to Customer’s use of the Services in excess of Customer’s rights. If Customer does not pay any such fees owed, AMI can suspend Customer’s access to the Software Solution or terminate this SaaS Agreement. Customer agrees that AMI shall not be responsible for any of Customer’s costs incurred in cooperating with the audit.

16.12 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving Party. The waiver by either Party of any right or breach of this SaaS Agreement shall not constitute a waiver of such right in any other instance or of any subsequent breach.

16.13 Force Majeure. Where a Force Majeure Event gives rise to a failure or delay in either Party performing its obligations under this SaaS Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.

A Party who becomes aware of a Force Majeure Event that gives rise to, or that is likely to give rise to, any failure or delay in performing its obligations under this SaaS Agreement, will promptly notify the other, and inform the other of the period for which it is estimated that such failure or delay will continue. The affected Party will make commerciallyreasonable efforts to mitigate the effects of the Force Majeure Event.

16.14 Publicity and Marketing Materials. Customer will respond to AMI’s request to identify Customer as a recipient of Services or use Customer’s logo in sales presentations, marketing materials or press releases within ten (10) business days of such request. #7..
- 274 -
#7..
- 275 -
#7..
- 276 -
#7..
- 277 -
#7..
- 278 -
#7..
- 279 -
#7..
- 280 -
#7..
- 281 -

Finance CommitteeNovember 13, 2024

Finance Committee
November 13, 2024