Agenda packet — Safety and Communities Committee, January 13, 2025 (part 1 of 2)

- 1 -
1/13/2025 4:00:00 PM
www.modestogov.com
AGENDA
City of Modesto

SAFETY AND COMMUNITIES COMMITTEE

COUNCIL WORKSHOP
2001-40 Del Puerto Room.

Tenth Street Place, 1010 10th Street
Modesto, California
Monday, January 13, 2025 at 4:00 PM
Roll Call: Jeremiah Williams, Chair
Chris Ricci, Vice-Chair
Rosa Escutia-Braaton, Member
Alternates: Eric Alvarez, Nick Bavaro, David Wright, 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 -
1/13/2025
- 2 -
1/13/2025 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 -
1/13/2025
- 3 -
1/13/2025 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 a Memorandum of Understanding (MOU) for Service between the City of Ceres, the City of Modesto, the Stanislaus Consolidated Fire Protection District (SCFPD), the City of Turlock, and the Stanislaus County Fire Warden’s Office for Fire Department Training Services and forwarding to the Council for approval. (Funding Source: General Fund)
 Motion recommending a Memorandum of Understanding (MOU) for Service between the City of Ceres, the City of Modesto, the Stanislaus Consolidated Fire Protection District (SCFPD), the City of Turlock, and the Stanislaus - 3 -
1/13/2025
- 4 -
1/13/2025 4:00:00 PM
County Fire Warden’s Office for Fire Department Training Services and forwarding to the Council for approval.

FIRE DEPARTMENT; Darin Jesberg, 209-572-9590, [email protected] Consent

2. Consider the Application and Issuance of a Permit to Operate as a Non-Emergency Medical Transport Company to Allstar Ambulance in the City of Modesto and forwarding to Council for approval. (Funding Source: General Fund)  Motion recommending the Application and Issuance of a Permit to Operate as a Non-Emergency Medical Transport Company to Allstar Ambulance in the City of Modesto and forwarding to Council for approval.

POLICE DEPARTMENT; Kalani Souza, 209-572-9500, [email protected] Consent

3. Consider an Amendment to the Blight Abatement Advisory Committee Bylaws and forwarding to Council for approval. (Funding Source: Not Applicable)  Motion recommending an Amendment to the Blight Abatement Committee Bylaws and forwarding to Council for approval.

PUBLIC WORKS; Rosene Nguyen, 209-577-5453, [email protected]

NEW BUSINESS

4. Consider a report on upcoming Parks Planning and Development Division Capital Improvement Program Projects planned for bidding and construction. (Funding Source:

Various CIPs)
 Motion accepting a report on upcoming Parks Planning and Development Division Capital Improvement Program Projects planned for bidding and construction.

ENGINEERING SERVICES; Nathan Houx, 209-571-5526, [email protected]

5. Consider a Purchasing Agreement with American Traffic Solutions, dba Verra Mobility, Mesa, Arizona, for Automated Red Light Photo Enforcement Technology for a total amount not to exceed $3,691,891 over five years and forwarding to Council for approval. (Funding Source: Traffic Safety Fund / Citation Revenue)  Motion recommending a Purchasing Agreement with American Traffic Solutions, dba Verra Mobility Mesa, Arizona, by utilizing the Competitive Bid Process with Houston-Galveston Area Council of Governments (H-GAC), for Automated Red Light Photo Enforcement Technology, for a five-year Agreement for an annual estimated amount of $703,218 and $175,804 for contingency, if needed, for an Agreement total amount not to exceed $3,691,891 over five years; and forwarding to Council for approval.

POLICE DEPARTMENT; T.J. Moffett, 209-572-9886, [email protected]

ADJOURNMENT
- 4 -
1/13/2025
- 5 -
1/13/2025 4:00:00 PM
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
- 5 -
1/13/2025

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 13, 2025
Date: December 5, 2024
TO: Safety and Communities Committee
Jeremiah Williams, Chair
Chris Ricci, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Kevin Wise, Fire Chief
SUBJECT: Fire Department Training Services MOU
CONTACT: Darin Jesberg, Deputy Fire Chief, [email protected], 209-572-9590 DESCRIPTION:

Consider a Memorandum of Understanding (MOU) for Service between the City of Ceres, the City of Modesto, the Stanislaus Consolidated Fire Protection District (SCFPD), the City of Turlock, and the Stanislaus County Fire Warden’s Office for Fire Department Training Services and forwarding to the Council for approval. (Funding Source: General Fund) STRATEGIC PLAN ELEMENT:

This action supports the City of Modesto 2020-2025 Strategic Plan focus on the quality of life under Goal A: Improve Community Safety.

BACKGROUND:

The Modesto Fire Department (MFD) is an all-risk fire department that responds to multiple types of emergency incidents, including but not limited to: residential, commercial, and wildland fires, hazardous materials releases, vehicle extrication, confined space rescue, trench rescue, high angle and low angle rope rescue, water rescue, and emergency medical services.

Firefighters must be well trained and proficient in all the above emergencies as well as other unique circumstances. As MFD is a partner in a Resource-Sharing Response Model including Modesto, Stanislaus Consolidated Fire Protection District (SCFPD), and Turlock (MST), it is imperative that the personnel are consistently trained and share common standards.

On June 28, 2022, by Resolution 2022-288, MFD entered into a Training Agreement with the City’s partner agencies to provide one training division for all agencies in resource sharing. This included City of Modesto, City of Ceres, City of Turlock, and SCFPD. As a result, the participating agencies realized operational and fiscal efficiencies by sharing resources to deliver a common training platform #1..
- 6 -
Safety and Communities Committee, January 13, 2025
Fire Department Training Services MOU

Page 2 of 3 ends

DISCUSSION:

As the City’s regionalization efforts and partnerships continue to expand, the City is met with the need to update the existing MOU to include additional County resources. The proposed MOU will terminate the existing agreement and allow for the Stanislas County Fire Warden’s Office (FWO) to be included as an additional party. The contributions will remain as follows: MFD will provide administrative oversight of the training division and will provide two (2) forty-hour training officers, along with administrative support from a part-time administrative assistant. The City of Turlock Fire Department will provide one (1) Training Officer forty (40) hours per week assigned to the Joint Training Division, along with the use of their training facility. MFD will also be providing several training props for the training facility. The City of Ceres will provide the facility for the Joint Training Division, utilizing the existing unstaffed Fire Station No. 3 on Service Rd. The station is the primary training site for the current Training Agreement. The FWO’s contribution shall be one (1) Training Officer to the Training Division at a minimum of forty (40) hours per week.

The Joint Training Division will be responsible for ongoing training of all operational personnel.

With the numerous requirements placed upon the fire service today by the many regulatory agencies, laws, and regulations, such as; the National Fire Protection Association (NFPA), Occupational Safety and Health Administration (OSHA), American National Standards Institute (ANSI), California Code of Regulations (CCR), Insurance Service Office (ISO) and Regional EMS, the Training Division will be better equipped to coordinate the training needed to comply with established regulations from these agencies. The Training Division will also be responsible for the administrative record keeping for job-related certifications and for the California Firefighter Joint Apprenticeship Training Program (CAL-JAC).

A Training Committee will be established that will meet monthly to ensure that the goals of the Joint Training Division are being met. Each agency will assign one representative to serve on this committee.

FISCAL IMPACT:

The fiscal impact of this MOU is the fiscal efficiencies realized through the economy of scale of combining resources to deliver a common training platform. No funds will be transferred between any agency under this MOU for services or supplies. The FY24-25 General Fund budget for the Fire Department is not impacted by this MOU. MFD will benefit from additional support staff, props, equipment, and facilities without additional expenses through this MOU.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Memorandum of Understanding (MOU) for Service between the City of Ceres, the City of Modesto, the Stanislaus Consolidated Fire Protection District (SCFPD), the City of Turlock, and the Stanislaus County Fire Warden’s Office for Fire Department Training Services and forwarding to the Council for approval.

Approved by:

Kevin Wise, Fire Chief
#1..
- 7 -
Safety and Communities Committee, January 13, 2025
Fire Department Training Services MOU

Page 3 of 3 ends

Joseph P. Lopez, City Manager
Attachments:

1. Memorandum of Understanding
#1..
- 8 -
1 MEMORANDUM OF UNDERSTANDING FOR FIRE

DEPARTMENT TRAINING SERVICES BETWEEN THE CITIES

OF MODESTO, TURLOCK, CERES, THE STANISLAUS

CONSOLIDATED FIRE PROTECTION DISTRICT, AND THE
STANISLAUS COUNTY FIRE WARDEN’S OFFICE OF

EMERGENCY SERVICES
This Memorandum of Understanding for Training Services (“MOU”) is entered into as of TBD, by and between the City of Modesto, a municipal corporation (“MODESTO”), the City of Ceres, a municipal corporation (“CERES”), the City of Turlock, a municipal corporation (“TURLOCK”) and the Stanislaus Consolidated Fire Protection District, a California special district (“STANISLAUS CONSOLIDATED”), AND The Stanislaus County Fire Warden’s Office (“Fire Warden”). (collectively, the “Parties”).

RECITALS

WHEREAS, MODESTO, CERES, TURLOCK, STANISLAUS CONSOLIDATED, and STANISLAUS COUNTY FIRE WARDEN’S OFFICE OF EMERGENCY SERVICES desire to enter into an agreement to share Fire Department training services and costs; and,
WHEREAS, the Parties believe that this is a prudent and cost-efficient way to deliver important public safety services in an improved manner; and, WHEREAS, the Parties are entering into this Memorandum of Understanding (“MOU”) as authorized pursuant to California Government Code Sections 54980, et seq.; and,
WHEREAS, each Party will continue to be governed by their currently designated governing authority.

NOW, THEREFORE, the Parties agree as follows:

1. That certain Memorandum of Understanding for Training Services entered into on July 1, 2022, by the City of Modesto, the City of Ceres, the City of Turlock, and the Stanislaus Consolidated Fire Protection District, is hereby terminated.

2. Scope of Services. The positions identified below (“Designated Fire Department Positions”) shall deliver the services more particularly described below:
(a) Training Division
(1) The shared Training Division will consist of the following personnel assigned from MODESTO, TURLOCK,
STANISLAUS COUNTY FIRE WARDEN’S OFFICE OF
EMERGENCY SERVICES, and STANISLAUS
CONSOLIDATED:
#1..
- 9 -
2 (i) MODESTO shall provide administrative oversight to the training division and dedicate a minimum of two
(2) forty (40) hour Training Officers.
(ii) TURLOCK shall provide one (1) Training Officer to
the Training Division at a minimum of forty (40) hours
per week.
(iii) STANISLAUS CONSOLIDATED shall provide one
(1) Training Officer to the Training Division at a
minimum of (40) hours per week.
(iv) STANISLAUS COUNTY FIRE WARDEN’S
OFFICE OF EMERGENCY SERVICES shall provide
one (1) Training Officer to the Training Division at a
minimum of (40) hours per week.
(b) Training Facilities
(1) CERES will provide the facility and grounds located at Station 17 as the training facility.
(2) TURLOCK will provide access to the facility and drill grounds located at 701 South Walnut.
(3) Refer to Exhibit A for a detailed list of contributions that each party shall contribute.
(c) Administrative Assistant
(1) MODESTO will provide a part-time Administrative Assistant that will provide administrative support to the Training Division.

The Modesto Administrative Assistant may be assigned to other duties as needed to assist in the administrative support of MODESTO.
(2) STANISLAUS CONSOLIDATED will provide part-time
additional administrative support to the training division when deemed necessary.
(d) Training Committee
(1) MODESTO, CERES, TURLOCK, STANISLAUS
CONSOLIDATED, and STANISLAUS COUNTY FIRE
WARDEN’S OFFICE OF EMERGENCY SERVICES will
establish a Training Committee that will meet on a monthly basis #1..
- 10 -
3 to ensure that the mission, vision and goals of the Training Division are being met. Each party will assign one (1)
representative to serve on the committee. Each meeting will be agendized and meeting minutes will be kept and distributed to each agency.

3. Regulations and Policies. MODESTO, CERES, TURLOCK, STANISLAUS CONSOLIDATED, and STANISLAUS COUNTY FIRE WARDEN’S OFFICE OF EMERGENCY SERVICES will provide the assigned training personnel with all necessary regulations, policies, procedures, manuals, and other information, as well as incidental materials and supplies, work area, computer access, telephone, and other standard provisions as required to perform the services called for by this MOU.

4. Employment of Personnel. Assigned Training Division employees of MODESTO, CERES, TURLOCK, STANISLAUS CONSOLIDATED, and
STANISLAUS COUNTY FIRE WARDEN’S OFFICE OF EMERGENCY
SERVICES working in their Designated Fire Department Positions shall remain employed with their current employer of record, and shall not be considered to be employees of any other Party to this MOU, unless a separate agreement is reached.

5. Litigation Support. The Parties will make the Designated Fire D epartment Positions available to testify in any litigation or administrative proceeding brought regarding work performed under this MOU.

6. Initial Term of the MOU. The term of this MOU shall be for a period of five (5) years, to commence on TBD, and continue until TBD.

7. Extension of Term. This MOU may, by resolution of all parties, be extended for an additional two (2) year increment, if all parties agree, no later than TBD.

8. Termination or Withdrawal. At any time and without cause, any Party may terminate its participation in this MOU by giving at least six (6) months’ advance written notice to the other Parties.

9. Indemnification. The Parties to this MOU agree to defend, hold harmless, and indemnify the other Parties, and their elected and appointed officials, employees, and agents, from any and all claims for injuries or damage to persons or property caused by the indemnifying party’s performance or failure to perform under this MOU.

10. Insurance. Each party shall secure and maintain, at its sole expense, appropriate insurance coverage, including workers’ compensation coverage, throughout the term of this Agreement. Prior to the effective date of the Agreement and subsequently upon the request of the other party, each party shall provide evidence of insurance coverage or satisfactory statements of self-insurance meeting the requirements specified below:
#1..
- 11 -
4 (a) Commercial General Liability Insurance, insurance with a minimum limit of liability per occurrence of Two Million Dollars ($2,000,000) for bodily injury and property damage. If Commercial General Liability Insurance or other forms of insurance with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(b) Automobile Liability Insurance, with a minimum limit of liability per occurrence of One Million Dollars ($1,000,000) for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(c) Workers Compensation in at least the minimum statutory limits. With respect to Workers Compensation coverage, the party employing the Designated Fire Department Position will provide Workers Compensation coverage for any injuries sustained in the normal course and scope of the Designated Fire Department Positions’ performance of services.
(d) General provisions for all insurance. All insurance shall:
(1) Be endorsed to include the other parties, its elected and appointed directors, officials, officers, employees, volunteers and agents, as additional insureds with respect to this MOU and its performance. The coverage shall contain no special limitations on the scope of its protection to the abovedesignated insureds. (2) Be primary with respect to any insurance or self-insurance programs of other Parties, their elected and appointed
officials, employees, and agents.
(3) Be evidenced, prior to commencement of services, by properly executed policy endorsements in addition to a
certificate of insurance.
(4) No changes in insurance may be made without the written approval of all parties’ general counsel’s offices. No changes in insurance may be made without the written approval of all parties’ general counsel’s offices.

11. Mediation. Should any dispute arise out of this MOU, any party may request #1..
- 12 -
5 that it be submitted to mediation. The involved Parties shall meet in mediation within thirty (30) days of a request. The mediator shall be agreed to by the involved Parties; in the absence of an agreement, the Parties shall each submit one name from mediators listed by the American Arbitration Association, the California State Board of Mediation and Conciliation, or other agreed-upon service. The mediator shall be selected by a “blindfolded” process. The cost of mediation shall be borne equally by all involved Parties.

No party shall be deemed the prevailing party. No party shall be permitted to file a legal action without first meeting in mediation and making a good faith attempt to reach a mediated settlement. The mediation process, once commenced by a meeting with the mediator, shall not last more than sixty (60) days, unless the sixty (60) day period is extended in writing by the Parties.

12. Costs and Attorney Fees. Attorney fees shall be recoverable as costs (by the filing of a cost bill) by the prevailing party in any l e g a l action or actions to enforce the provisions of this MOU.

13. Intent. The Parties intend to continue to explore efficiencies and commit to pursue further collaborations.

14. Severability. If any term or portion of this MOU is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this MOU shall continue in full force and effect.

15. Not a Joint Venture or Joint Powers Authority. The Parties intend by this MOU to establish only a MOU for shared training services, and do not intend to create a joint powers authority, partnership, joint venture, or joint enterprise of any kind. No Party to this MOU has the authority to act on behalf of any other Party or bind any other Party to any obligation.

16. No Third Party Beneficiary. This MOU is only for the benefit of the Parties and shall not be construed as or deemed to operate as an agreement for the benefit of any third party or parties, and
no third party or parties shall have any right of action or obtain any right to benefits or position of any kind for any reason whatsoever.

17. Notices. All notices, demands, requests, and other communications required or permitted under this MOU between the Parties shall be in writing and:
a) Sent by United States Certified Mail, return receipt requested, in which case notice shall be deemed delivered three (3) business days after deposit, postage prepaid in the United States mail, or b) Sent by a nationally recognized overnight courier, in which case notice shall be deemed delivered one (1) business day after deposit with that courier, or
#1..
- 13 -
6 c) Sent by telecopy or similar means if a copy of the notice is also sent by United States Certified Mail; in which case notice shall be deemed delivered on transmittal by telecopier or other similar means, provided that a transmission report is generated that reflects the accurate transmission of the notice(s) as follows:

Notice to City of Ceres must be addressed as follows:

City of Ceres
Attn: City Manager
2220 Magnolia Street
Ceres, CA. 95307
And copy to:

Ceres Fire Department
Attn: Fire Chief
2755 Third Street
Ceres, CA 95307
City of Modesto must be addressed as follows:

City of Modesto
Attn: City Manager
PO Box 642
Modesto, CA 95354
And copy to:

Modesto Fire Department
Attn: Fire Chief
600 11th Street
Modesto, CA 95354
City of Turlock must be addressed as follows:

City of Turlock
Attn: City Manager
156 S Broadway
Turlock, CA 95380
And copy to:

Turlock Fire Department
244 N Broadway
Turlock, CA 95380
#1..
- 14 -
7 Stanislaus Consolidated Fire Protection District must be addressed as follows:

Stanislaus Consolidated Fire Protection District
Attn. Fire Chief
3324 Topeka Street
Stanislaus County Fire Warden’s Office must be addressed as follows:

Stanislaus County Fire Warden’s Office
Attn. Fire Chief
3705 Oakdale Road
Modesto, CA 95357
And copy to:

Law Offices of Best Best & Krieger
Attn. Christopher Diaz
2001 North Main Street, Ste. 390
Walnut Creek, CA 94596

18. Waiver. No failure on the part of any party to exercise any right or remedy hereunder shall operate as a waiver of any other right or remedy that any party may have hereunder, nor does waiver of a breach or default under this MOU constitutes a continuing waiver of a subsequent breach of the same or any other provision of this MOU.

19. Amendment. No modification, waiver, mutual termination, or amendment of this MOU is effective unless made in writing and signed by all Parties.

19. Governing Law. This MOU, regardless of where executed, shall be Governed by and construed according to the laws of the State of California.

20. Venue. Venue for any action regarding this MOU shall be in the Superior Court of the County of Stanislaus.

21. Authority to Enter into MOU. Each party warrants that the individuals who have signed this MOU have the legal power, right, and authority to make this MOU and to bind each respective party.

22. Entire MOU. This MOU consists of eight (8) pages and constitutes the complete and exclusive Statement of the MOU among the Parties. No terms, conditions, understandings or agreements purporting to modify or vary this MOU, unless hereafter are made in writing and signed by each party to be bound, shall be binding on any of the Parties.

23. Counterparts. This MOU may be executed in duplicate originals, each which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, this Parties have executed this Agreement with the #1..
- 15 -
8 intent to be bound thereby as of the Agreement Effective Date.

City of Ceres Approved to Form:

Dated: _______________
_____________________
Doug Dunford, City Manager
City of Modesto Approved to Form:

Dated: ________________
________________________
Kevin Wise, Fire Chief
City of Turlock Approved to Form:

Dated: __________________
_______________________
Andrew Hunter, Assistant Chief
Stanislaus Consolidated Fire Protection District Approved to Form:

Dated: ___________________
_________________________
Kevin Wise, Fire Chief
Stanislaus County Fire Warden’s Office Approved to Form:

Dated: ___________________
_________________________
Eric Klevmyr, Fire Warden
#1..
- 16 -
9 EXHIBIT A

MODESTO /CERES/SALIDA/TURLOCK/FIRE WARDEN TRAINING PARTNERSHIP Ceres contributions:

Fire Station 17
Grounds
Offices
Classroom
All living areas (kitchen, bedrooms, showers)
Gym
Apparatus bays
Shed
Existing props
Facility maintenance
Utilities (electricity, gas, water)
Modesto contributions:

Training staff (minimum of two (2) 40-hour training officers and one (1) part-time administrative positon)
Target Solutions administration
Company evolution scheduling/involvement
Training props
Facility equipment (tables, desks, computers, copiers, printers, etc.) Training equipment/supplies management (Ceres and Modesto funded) Subject matter experts
State certified instructors
Turlock contributions:

Training staff one (1) person assigned to a minimum of 40 hours per week.

Training Drill grounds and classroom
Stanislaus contributions:

Training staff (1) 40 hour training officer
Additional Administrative Support when deemed necessary State certified instructors
Subject matter experts
Stanislaus County Fire Warden’s contribution
Training staff (1) 40 hour training officer
Additional Administrative Support when deemed necessary State certified instructors
Subject matter experts
#1..
- 17 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 13, 2025
Date: December 16, 2024
TO: Safety and Communities Committee
Jeremiah Williams, Chair
Chris Ricci, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Brandon Gillespie, Chief of Police
SUBJECT: Non-Emergency Transport Application for Allstar Ambulance CONTACT: Kalani Souza, Lieutenant, [email protected], 209-572-9500 DESCRIPTION:

Consider the Application and Issuance of a Permit to Operate as a Non-Emergency Medical Transport Company to Allstar Ambulance in the City of Modesto and forwarding to Council for approval. (Funding Source: General Fund)
STRATEGIC PLAN ELEMENT:

This item is related to the 2020-2025 Strategic Plan goal of improving community safety and quality of life through a combination of prevention and intervention efforts that address safety and its underlying issues. (Goal A of Quality of Life Goals and Strategies) BACKGROUND:

The City of Modesto allows non-emergency medical transport companies to apply for a nonemergency transport permit. In addition to the application, the transport company is required to pay a filing fee of $1,000 and provide all the necessary documents and information as outlined in Modesto Municipal Code 3-9.01 to 3-9.20. Once the application, documentation, and necessary fees have been received by the Modesto Police Department (MPD), a background investigation must be completed by the department. Upon a successful completion of the background investigation, the application proceeds to a hearing before the City Council to determine whether the public convenience and necessity require the proposed service. The Council must grant the applicant a permit upon making the following findings:
(a) That the vehicles described in the application and proposed to be used are appropriate for the purpose of nonemergency transport;
#2..
- 18 -
Safety & Communities Committee, January 13, 2025
Non-Emergency Transport Application for Allstar Ambulance

Page 2 of 3 ends

(b) That the color scheme, insignia, name, monogram or other distinguishing characteristics proposed to be used upon such nonemergency transport vehicles is not in conflict with and do not imitate any color scheme, insignia, name, monogram or other distinguishing characteristics used by any other person, in such manner as to mislead or tend to mislead, deceive, or defraud the public;
(c) That the applicant is fit, willing and able to perform nonemergency transport service and to conform to the provisions of this chapter, and such rules and regulations as may be promulgated by the Council. In making such findings, the Council shall take into consideration the character, experience, and responsibility of the applicant; (d) That the proposed nonemergency transport service is required by the public convenience and necessity. In making such finding, the Council shall take into consideration the number of nonemergency transport vehicles already in operation, whether existing nonemergency transport service is adequate to meet public need, and the probable effect of increased nonemergency transport service on local traffic conditions; and (e) None of the factors enumerated in Section 3-9.07 of the Modesto Municipal Code exist, such as misleading color schemes, disqualifying background factors, and proof of insurance.

After approval from Council has been provided, the permit will be issued by the Modesto Police Department.

Currently, there are fourteen permitted ambulance companies in Modesto to provide nonemergency transport: America West, Amwest Ambulance, Bay Medic Transportation, Citizens Medical Transport, Heavenly Medical Transport LLC, MacIntosh Transport LLC, Medics Plus, NorCal Ambulance, Mediwest Non-Emergency Medical Transportation, Provident Senior Solutions, Inc, Quality Care Transport Inc, Rose Medical Transportation, Star Nonemergent Transportation and Trauma Life Care & Medical Transport.

DISCUSSION:

Allstar Ambulance has applied to operate a non-emergency medical transportation service in the City of Modesto. Allstar Ambulance has paid the $1,000 filing fee to cover administrative, investigative, and other incidental costs associated with the application and have provided all necessary information as outlined in Sections 3-9.01 to 3-9.20 of the Modesto Municipal Code.

Photos of the proposed vehicles were provided. They depict vehicles that are appropriate for their intended use, and the vehicle color and markings are not misleading. In reviewing the application and subsequent background, it appears the applicant can perform the proposed services, and these services benefit the public convenience and necessity based on the number of licensed providers currently operating in the city. There are no disqualifying factors at this time. The MPD concluded the required background investigation on Allstar Ambulance indicating the applicant has complied with the requirements contained in the Modesto Municipal Code 3-9.01 through 3-

9.20 and recommended to staff to proceed with Council approval to issue the operational permit. #2..
- 19 -
Safety & Communities Committee, January 13, 2025
Non-Emergency Transport Application for Allstar Ambulance

Page 3 of 3 ends

FISCAL IMPACT:

Allstar Ambulance will be required to obtain a City Business license and renew it annually – which currently costs $75 and includes a $4 fee to the State of California for Disability Act AB1379.

Additionally, Allstar Ambulance will be required to pay mill tax, which is currently at a rate of 0.002, on their gross receipts while operating in the city. Fees and mill tax paid to the City are revenue to the General Fund.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Application and Issuance of a Permit to Operate as a Non-Emergency Medical Transport Company to Allstar Ambulance in the City of Modesto and forwarding to Council for approval.

Approved by:

Brandon Gillespie, Chief of Police
Joseph P. Lopez, City Manager
#2..
- 20 -
1 https://www.modestogov.com/DocumentCenter/View/18350/Blight-Abatement-Strategy-Printable-PDF?bidId=

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 13, 2025
Date: December 16, 2024
TO: Safety and Communities Committee
Jeremiah Williams, Chair
Chris Ricci, Vice Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Blight Abatement Advisory Committee Bylaws Amendment CONTACT: Rosene Nguyen, Integrated Waste Program Manager, [email protected], 209-577-5453
DESCRIPTION:

Consider an Amendment to the Blight Abatement Advisory Committee Bylaws and forwarding to Council for approval. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s Strategic Plan Initiative Area of Focus:
“Governance and Service Delivery”: build community trust in City government through responsive, transparent, and efficient service delivery; Goal I: “Promote trust and engagement between the community and the City.”
BACKGROUND:

In 2001, the City of Modesto embarked on a campaign to reduce litter and improve the image of our community. Over the years, the City’s efforts suffered due to economic downturn, increased private property blight, and a reduction in community partnerships. Portions of the City suffer greatly due to a rising disregard of public and private spaces by individuals that feel free to illegally dump a variety of trash and large items such as mattresses, appliances, tires, green waste, vehicles, machine parts, and much more. Illegal encampments, graffiti, broken windows, unkempt properties, abandoned shopping carts, inoperable vehicles, and overgrown yards and properties, all contribute to blight in our community and can result in environmental, health, or safety issues for Modesto residents.

In 2019, during the Strategic Planning sessions with community members, a major theme was dissatisfaction regarding blight throughout the City. On December 10, 2019, by Resolution 2019-555, City Council approved the Blight Abatement Strategy1, which included the creation of a blight abatement taskforce comprised of public and private stakeholders that will make #3..
- 21 -
Safety and Communities Committee, January 13, 2025
Blight Abatement Advisory Committee Bylaw Amendment

Page 2 of 2 ends

recommendations to the City regarding program improvements, potential funding opportunities, and support increasing volunteerism.

On October 13, 2020, by Resolution 2020-428, City Council approved the formation of the Blight Abatement Advisory Committee (BAAC), including the bylaws, and solicited membership of the committee’s nine voting members, seven of which are registered electors in Modesto, two of which are registered electors in Stanislaus County.

DISCUSSION:

Over the course of time, several Committee members have relinquished their duties on the Committee for various reasons which in turn, affected the efficiency and desired outcomes originally expected of the Committee.

During a recent revitalization of the BAAC, the City’s Community and Media Relations Team led a 6-week online recruitment campaign beginning on July 14, 2024; staff posted information about the committee to social media and contacted community groups directly as part of this campaign. This was a strategy designed to generate interest and encourage community members to apply. Since this push, the City has received 14 applications of which 13 are eligible to hold the position for registered electors of Modesto. No applications were received for the two vacant positions for registered electors of Stanislaus County.

Historically, applications for these two positions have been scarce and they remain vacant despite abundant interest from registered electors of Modesto. The BAAC has voted to amend the bylaws to allow for a registered elector of Modesto be appointed for one term in the event that no qualified applications are received for these positions. Pursuant to BAAC Bylaws Section

9.01, amendments to the bylaws are subject to final approval by the City Council.

FISCAL IMPACT:

Amending bylaws for the BAAC is administrative in nature, therefore does not have a fiscal impact to the General Fund.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Amendment to the Blight Abatement Committee Bylaws and forwarding to Council for approval.

Approved by:

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

1. Attachment A – Current BAAC Bylaws

2. Attachment B – Proposed Bylaws
#3..
- 22 -

BLIGHT ABATEMENT ADVISORY COMMITTEE
BYLAWS
Adoption Date: lO/
i
^/
ao , Resolution No. 2020-42T
Article I. Definitions
Section 1.01 There is a Committee created to be known and designates as the Modesto Blight Abatement Advisory Committee
Section 1.02 As used in these Bylaws, unless a different meaning clearly appears from the context:
(a) “Member” shall mean a member of the Blight Abatement Advisory Committee.
(b) “Blight Abatement Advisory Committee” and “Committee” shall mean the Blight Abatement Advisory Committee.

Article II. Mission Statement and Objectives
Section 2.01 Mission Statement:

The mission of the Blight Abatement Advisory Committee shall be to promote public engagement concerning blight abatement in the community and to make recommendations to the City regarding program improvements, potential funding opportunities, and support with increasing volunteerism
Section 2.02 Vision Statement
A City that takes pride in its parks and neighborhoods and promotes opportunities for all residents to make Modesto more beautiful.

Page 11 ends

#3..
- 23 -
(b) Formulate and recommend programs relating to blight abatement, fundraising efforts, and promoting volunteerism to promote a more beautiful city through blight abatement efforts;
(c) Promote engagement from nonprofits, neighborhood associations, and other groups to perform community clean ups; and support with engaging private stakeholders to raise funds for programmatic efforts for this committee;
(d) Receive reports from City staff on ongoing efforts and strategies that have been established by the city to abate blight, and offer recommendations for improvements to these strategies;
Article III. Membership
Section 3.01 The Blight Abatement Advisory Committee shall consist of nine (9) qualified persons, comprised of the following:

Seat Designation Term
Chairperson One year, voted by simple majority of
Committee.

Vice Chairperson One year, voted by simple majority of
Committee.

Citizen
(Nine committee members)
Four years, appointed by City Council
Section 3.02 Nine (9) members of the Committee shall be registered electors of the City and two (2), of the nine, shall live outside the City but shall be registered electors of Stanislaus County, and each will have active involvement or interest in beautifying the City of Modesto. Preference will be provided to residents from across the community, representing the diverse neighborhoods in Modesto.

Section 3.03 No Member of the Committee shall be an employee of the City, nor of any bargaining unit for employees of the City, nor a person who receives compensation from the City.

Section 3. 04 All appointments to the Committee shall be recommended by the City’s Appointments Committee and approved by the City Council.

Section 3.05 No Member of the Committee shall be a relative, by blood or marriage within the third degree of the Mayor, a Councilmember, a Charter Officer, or any Department Director or Deputy Department Director.

Blight Abatement Advisory Committee Bylaws
iO|ii/
2o2o. -Resolution No. 2020-42S
Page |2
#3..
- 24 -
Section 3.06 All Members must complete a Statement of Economic Interest (Form 700) by April 1 of each year and when assuming or leaving Committee membership.

Article IV. Terms of Office
Section 4.01 Members may serve no more than two (2) consecutive terms in one period of time.

Section 4.02 A full term is four (4) years in duration.

Section 4.03 A partial term of at least two (2) years shall be considered a full term for purposes of Section 4.01.

Section 4.04 Full term appointments begin on January 1st and expire on December 31st, four (4) years later.

Section 4.05 No member shall serve more than eight (8) consecutive years.

Section 4.06 The Members of the Committee shall receive no compensation for the performance of their official duties.

Section 4.07 Appointments to fill vacancies on the Committee shall be handled in the same manner as the original appointments. When a vacancy occurs during a term, the appointment to fill such vacancy shall be for the unexpired portion of the term.

Section 4.08 Members of the Committee may be removed by a majority vote of the City Council after a recommendation by the Committee Chairperson for the following reasons:
(a) Misconduct, inefficiency, or willful neglect in the performance of their duties providing the Member is first provided in writing the reasons for such removal and gives the Member the opportunity to be heard before the City Council in their own defense.
(b) Refusal to resign from the Committee when no longer a resident of the City or when a conflict of interest exists.

Article V. Attendance at Meetings
Section 5.01 It shall be the responsibility of each Member to know the dates and times of all Committee Meetings. If a Members knows he or she will not be able to attend a regularly scheduled meeting, it shall be his or her responsibility to notify the staff appointed Committee Secretary at least forty-eight (48) Blight Abatement Advisory Committee Bylaws
10/ I
*>/ 2.02JO -Resolution No. 2020-HlZ Page | 3
#3..
- 25 -
hours before the meeting, in order for the absence to be recorded as an excused absence.

Section 5.02 The minutes of each meeting will list those Members in attendance, those who are excused, and those who are unexcused.

Section 5.03 Attendance at meetings is expected and necessary to carry out the mission of the Committee. Three (3) or more unexcused absences are grounds for the removal from the Committee by the City Council under Section 4.08(a).

Article VI. Officers and Secretary and Their Duties
Section 6.01 Officers shall consist of Chair and Vice-Chair elected by a simple majority vote of Members of the Committee. Officers shall serve a one-year term.

Section 6.02 All officers shall exercise all privileges of membership, including the making of motions, seconding, and debate.

Section 6.03 The Chair shall preside at all meetings, shall appoint all ad hoc committees, and shall ensure that the bylaws, rules, and regulations as adopted by the Committee are properly enforced.

Section 6.04 The Vice-Chair shall assist the Chair in his/her duties and in the absence of the Chair shall perform all duties usually performed by the Chair.

Section 6.05 The Committee Secretary shall be a City staff member, appointed by the department head, to serve as Secretary. The Committee Secretary shall keep a record of the minutes of all Committee meetings and such other duties as are usually performed by a secretary.

Article VII. Meetings
Section 7.01 Special meetings shall be called by the Chair as necessary.

Section 7.02 Notices of all meetings, including agendas, shall be given to all Members of the Committee, to the City Clerk, to the City Manager, and to the public and all others as provided by law. All such notices shall be at least seventy-two (72) hours prior to the time of such meeting.

Section 7.03 All meeting agendas will be posted at Tenth Street Plaza.

Section 7.04 All meetings shall comply with the requirements of the Ralph M. Brown Act.

Blight Abatement Advisory Committee Bylaws
I0/ »
^
|2o2o -Resolution No. 2020-42S
Page | 4
#3..
- 26 -
Section 7.05 A quorum is necessary for the Committee to transact any business. A quorum shall be defined as a simple majority of active Committee Members, which is one-half of the active members plus one.

Section 7.06 All meetings of the Committee shall be open to the public and shall be held at a public facility, which is accessible in accordance with the regulations of the Americans with Disabilities Act.

Section 7.07 Meetings shall be held at least once per quarter, every three (3) months.

Article VIII. Order of Proceedings
Section 8.01 Roberts Rules of Order shall be the guide for the parliamentary procedures for conduct of Committee meetings.

Section 8.02 The order of proceedings of all meetings shall be as follows, subject to majority vote of the Members present:
(a) Roll Call
(b) Declaration of Conflict of Interest
(c) Public Comment Period
(d) Consent Items
(e) Old Business
(f) New Business
(g) Committee Comments and Reports
(h) Matters Too Late for the Agenda
(i) Adjournment
Section 8.03 Members of the public shall speak as designated by the Chair and shall state his/her name before making any statement, which shall become part of the public record. The Chair may remove any person who refuses to follow these rules or the decision of the Chair.

Article IX. Amendments
Section 9.01 The Bylaws and any future amendments shall be subject to the final approval of the City Council and shall not and are not intended to go Blight Abatement Advisory Committee Bylaws
lo/ »5|2o2o -Resolution No. 2020- 42&
Page | 5
#3..
- 27 -
beyond any of the powers and duties given to the Committee by the City Council.

Blight Abatement Advisory Committee Bylaws
\ 0/ \il20Zo - Resolution No. 2020-M2?
Page |6
#3..
- 28 -
Page | 1

BLIGHT ABATEMENT ADVISORY COMMITTEE
BYLAWS
Adoption Date:__________ , Resolution No. __________
Article I. Definitions
Section 1.01 There is a Committee created to be known and designated as the Modesto Blight Abatement Advisory Committee
Section 1.02 As used in these Bylaws, unless a different meaning clearly appears from the context:
(a) "Member" shall mean a member of the Blight Abatement Advisory Committee.
(b) "Blight Abatement Advisory Committee" and "Committee" shall mean the Blight Abatement Advisory Committee.

Article II. Mission Statement and Objectives
Section 2.01 Mission Statement:

The mission of the Blight Abatement Advisory Committee shall be to promote public engagement concerning blight abatement in the community and to make recommendations to the City regarding program improvements, potential funding opportunities, and support with increasing volunteerism Section 2.02 Vision Statement
A City that takes pride in its parks and neighborhoods and promotes opportunities for all residents to make Modesto more beautiful.

Section 2.03 Power and Duty
The Committee has the power and duty to:
(a) Act in an advisory capacity to the City Council and the City Manager in all matters pertaining to blight and blight abatement efforts. Blight includes abandoned vehicles, nuisance properties, litter, garbage, tagging, or other debris that is discarded improperly;
#3..
- 29 -
Page | 2
(b) Formulate and recommend programs relating to blight abatement, fundraising efforts, and promoting volunteerism to promote a more beautiful city through blight abatement efforts;
(c) Promote engagement from nonprofits, neighborhood associations, and other groups to perform community clean ups; and support with engaging private stakeholders to raise funds for programmatic efforts for this committee;
(d) Receive reports from City staff on ongoing efforts and strategies that have been established by the city to abate blight, and offer recommendations for improvements to these strategies;
Article Ill. Membership
Section 3.01 The Blight Abatement Advisory Committee shall consist of nine (9) voting members and one (1) non-voting member, comprised of the following:

Seat Designation Term
Chairperson One year, voted by simple majority of
Committee.

Vice Chairperson One year, voted by simple majority of
Committee.

Citizen
(Nine Committee members) - Voting
Four years, appointed by City
Council
Council Member – Non-voting One year, appointed by City Council Section 3.02 Seven (7) members of the Committee shall be registered electors of the City and two (2), of the nine voting members, shall live outside the City but shall be registered electors of Stanislaus County, and each will have active involvement or interest in beautifying the City of Modesto. In the event that no applications are received for the County positions, a registered elector of the City may be elected to fill the positions for one (1) term. Preference will be provided to residents from across the community, representing the diverse neighborhoods in Modesto. One (1) non-voting member is to be a Council Member of the City and will be appointed by City Council.

Section 3.03 No Member of the Committee shall be an employee of the City, nor of any bargaining unit for employees of the City, nor a person who receives compensation from the City.

Section 3. 04All appointments to the Committee shall be recommended by the City's Appointments Committee and approved by the City Council. #3..
- 30 -
Page | 3
Section 3.05 No Member of the Committee shall be a relative, by blood or marriage within the third degree of the Mayor, a Councilmember, a Charter Officer, or any Department Director or Deputy Department Director.

Section 3.06 All Members must complete a Statement of Economic Interest (Form 700) by April 1 of each year and when assuming or leaving Committee membership.

Article IV. Terms of Office
Section 4.01 Members may serve no more than two (2) consecutive terms in one period.

Section 4.02 A full term is four (4) years in duration.

Section 4.03 A partial term of at least two (2) years shall be considered a full term for purposes of Section 4.01.

Section 4.04 Full term appointments begin on January 1st and expire on December 31st, four (4) years later.

Section 4.05 No member shall serve more than eight (8) consecutive years.

Section 4.06 The Members of the Committee shall receive no compensation for the performance of their official duties.

Article V. Attendance at Meetings
Section 5.01 It shall be the responsibility of each Member to know the dates and times of all Committee Meetings. If a Members knows he or she will not be able to attend a regularly scheduled meeting, it shall be his or her responsibility to notify the #3..
- 31 -
Page | 4
staff appointed Committee Secretary at least forty-eight (48) hours before the meeting, in order for the absence to be recorded as an excused absence.

Section 5.02 The minutes of each meeting will list those Members in attendance, those who are excused, and those who are unexcused.

Section 6.02 All officers shall exercise all privileges of membership, including the making of motions, seconding, and debate.

Section 6.03 The Chair shall preside at all meetings, shall appoint all ad hoc committees, and shall ensure that the bylaws, rules, and regulations as adopted by the Committee are properly enforced.

Section 6.04 The Vice-Chair shall assist the Chair in his/her duties and in the absence of the Chair shall perform all duties usually performed by the Chair.

Article VII. Meetings
Section 7.01 Special meetings shall be called by the Chair as necessary.

Section 7.03 All meeting agendas will be posted at Tenth Street Plaza.

Section 7.04 All meetings shall comply with the requirements of the Ralph M. Brown Act.

Section 7.05 A quorum is necessary for the Committee to transact any business. A quorum shall be defined as a simple majority of active Committee Members, which is one-half of the active members plus one.

Section 7.06 All meetings of the Committee shall be open to the public and shall be held at #3..
- 32 -
Page | 5
a public facility, which is accessible in accordance with the regulations of the Americans with Disabilities Act.

Section 7.07 Meetings shall be held at least once per quarter, every three (3) months.

Article VIII. Order of Proceedings
Section 8.01 Roberts Rules of Order shall be the guide for the parliamentary procedures for conduct of Committee meetings.

Article IX. Amendments
Section 9.01 The Bylaws and any future amendments shall be subject to the final approval of the City Council and shall not and are not intended to go beyond any of the powers and duties given to the Committee by the City Council. #3..
- 33 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 13, 2025
Date: December 12, 2024
TO: Safety and Communities Committee
Jeremiah Williams, Chair
Chris Ricci, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: Upcoming Parks Construction Projects
CONTACT: Nathan Houx, Parks Planning and Development Manager, [email protected], 209-571-5526
DESCRIPTION:

Consider a report on upcoming Parks Planning and Development Division Capital Improvement Program Projects planned for bidding and construction. (Funding Source: Various CIPs) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

In 2017, Council requested that individual Capital Improvement Program (CIP) Projects from the various departments be presented to a standing committee prior to being presented to Council for consideration of award. In an effort to reduce the number of committee reports and improve efficiency, staff prepared a report to provide an update on upcoming Parks Planning and Development CIP Projects that are anticipated to be bid and presented to Council for award within the next six to twelve months. Staff anticipates bringing an update on parks construction projects to Committee twice a year and the last update was on April 14, 2024.

DISCUSSION:

The following parks projects are anticipated to be bid and presented to Council for award within the next six to twelve months. Though it is not anticipated that additional funding will be necessary to award a construction contract for most of these projects, due to the unpredictable nature of construction bidding it is a possibility for any of these projects. Should additional funding be necessary, staff will identify additional funding options prior to that specific item being forwarded to City Council for consideration.
#4..
- 34 -
Safety and Communities Committee, January 13, 2025
Upcoming Parks Construction Projects

Page 2 of 6 ends

Dr. Martin Luther King Jr. Park Renovation and Dryden Golf Course Clubhouse Renovation are not included in this report although they are anticipated to have a construction contract award in the next 6-12 months. These two projects will be brought to committee as individual items at the time of construction contract award due to the high cost of these projects and their high-profile nature. In addition, two projects in the Tuolumne River Regional Park (TRRP) area will also be brought to committee separately due to potential funding shortfalls.

Grant/Locally Funded Projects
Virginia Corridor, Phase 7 (100813)
This project will continue the Tidewater Railroad Rails-to-Trail conversion program. The Virginia Corridor, Phase 7 Trail Project will complete construction of (0.75) mile of Class 1 bike trail between Woodrow Ave and Semallon Drive and construct a grade separated (bridge structure) crossing over Standiford Ave. Staff will be bidding this project in two subphases, the first of which will be rebid in spring 2025. The current project funding is $7,106,737. Staff has already identified additional Non-Motorized Local Transportation Funding of $645,000, Water Fund support of $800,000 for relocation of a water main, and Parks & Air Quality Capital Facility Fees of $1,900,000, for a total of $3,345,000 of additional funding. The project is currently being value engineered to reduce the total project costs to be within budget.

Design: $818,000
Prior Utility Relocation Costs: $237,315
Construction Budget: $9,300,000
Contingency: $744,000
Construction Administration: $930,000
Bid Support/Engineering Support During Construction-City: $93,000 TOTAL: $12,122,315
Turf Reduction at Various Parks - Phase 2 (101555)
This project will remove less critical turf at nine (9) parks (Creekwood, Mark Twain, Charles Sharp, Brewer’s Rose, Muncy, Stockard Coffee, Marshall, Robertson Road and Woodrow Parks) in an effort to save water and lower annual water costs in the park system. This project is funded by a grant from the Department of Water Resources, Urban Drought Relief Grant Program. This project is expected to be out to bid by early 2025 and is expected to be within budget. Phase 1 was completed in 2024 and Phase 3 (the final phase) will be bid in late 2025.

Design: $40,000
Construction Budget: $830,000
Contingency: $83,000
Construction Administration: $83,000
Bid Support/Engineering Support During Construction-City: $16,600 TOTAL: $1,052,600
Measure H Funded Projects
Parks Planning and Development staff established a multi-year plan to systematically address the deferred and preventative maintenance in the park system. In June 2023, Council approved the FY 2023-2024 budget, which included $6,100,000 of Measure H funding for deferred park #4..
- 35 -
Safety and Communities Committee, January 13, 2025
Upcoming Parks Construction Projects

Page 3 of 6 ends

maintenance projects and $2,170,000 of Measure H funding for preventative park maintenance projects. In June 2024, Council approved the FY 2024-2025 budget, which included $2,200,000 of Measure H funding for deferred park maintenance projects and $2,852,000 of Measure H funding for preventative park maintenance projects. The projects listed in this category are the larger projects that will require formal bidding and therefore subsequent Council action. Some of the smaller projects funded over the past two years are either complete or will be completed under budget (such as basketball court & tennis court resurfacings and restroom shade canopy removals).

As these Measure H projects complete bidding, staff will identify additional funding sources, as necessary, and bring a funding recommendation when these projects are reviewed by the City Council for award.

Measure H 2024 - Playground Replacements at Coleman Brown Park (101517) This project involves the replacement of the playground at Coleman Brown Park. This was part of the eight playgrounds that were funded by Measure H in the 2024 budget, six of which are completed. This project is expected to be out to bid by the end of spring 2025 and is expected to use the remaining budget in the Measure H Playground Replacements account for 2024.

Due to higher than anticipated costs and additional site work necessary at Davis Park playground a future Measure H request for that park will be submitted during this year’s budget process.

Design: $45,000
Construction Budget: $500,000
Contingency: $50,000
Construction Administration: $50,000
Bid Support/Engineering Support During Construction-City: $10,000 TOTAL: $655,000
Measure H 2025 - Playground Replacements at Three Parks (101603) This project involves the replacement of playgrounds at three City parks: Eisenhut Park, Sutter Park and Brewer’s Rose Park. This project is expected to be out to bid by the end of spring 2025 and is expected to be within budget.

Design: $45,000
Construction Budget: $1,069,673
Contingency: $106,967
Construction Administration: $106,967
Bid Support/Engineering Support During Construction-City: $21,393 TOTAL: $1,350,000
Measure H 2024 - Restroom Replacements at Three Parks (101517) This project involves the replacement of restrooms at three City parks: Graceada Park, Mark Twain Park and Robertson Road Park. In November 2023, by Council Resolution 2023-487, three restroom replacements were approved for purchase by Council. Staff still needs to bid the installation of these three restrooms. This project is expected to be out to bid in early 2025. There is currently $1,400,000 budgeted for this project and staff anticipates that an additional $295,000 #4..
- 36 -
Safety and Communities Committee, January 13, 2025
Upcoming Parks Construction Projects

Page 4 of 6 ends

of funding will be necessary to award a construction contract for this project. Staff will identify additional funding options prior to this item being forwarded to City Council for consideration.

Design: $100,000
Construction Budget: $1,307,377
Contingency: $130,738
Construction Administration: $130,738
Bid Support/Engineering Support During Construction-City: $26,147 TOTAL: $1,695,000
Measure H 2025 - Restroom Replacements at Sherwood Park (101603) This project involves the replacement of the restroom at Sherwood Park. This project is expected to be out to bid by the end of spring 2025. There is currently $450,000 budgeted for this project and staff anticipates that an additional $157,000 of funding will be necessary to award a construction contract for this project. Staff will identify additional funding options prior to this item being forwarded to City Council for consideration.

Design: $45,000
Construction Budget: $461,000
Contingency: $46,100
Construction Administration: $46,100
Bid Support/Engineering Support During Construction-City: $9,220 TOTAL: $607,420
Measure H 2024 - Security Lighting Upgrades at Various Parks (101518) This project involves the upgrade of security lighting at three City parks: Chrysler Park, Robertson Road Park, and Marshall Park. This project is expected to be out to bid in early 2025. There is currently $700,000 budgeted for this project and staff anticipates that an additional $150,000 of funding will be necessary to award a construction contract for this project. Staff will identify additional funding options prior to this item being forwarded to City Council for consideration.

Design: $40,000
Construction Budget: $663,934
Contingency: $66,393
Construction Administration: $66,393
Bid Support/Engineering Support During Construction-City: $13,280 TOTAL: $850,000
Measure H 2025 - Security Lighting Upgrades at Various Parks (101602) This project involves the upgrade of security lighting at three City parks: Muncy Park, Sutter Park, and Riverside Park. This project is expected to be out to bid by the end of spring 2025 and is expected to be within budget.

Design: $50,000
Construction Budget: $450,820
#4..
- 37 -
Safety and Communities Committee, January 13, 2025
Upcoming Parks Construction Projects

Page 5 of 6 ends

Contingency: $45,082
Construction Administration: $45,082
Bid Support/Engineering Support During Construction-City: $9,016 TOTAL: $600,000
Measure H 2025 – Parking Lot Seal and Striping at Mary E. Grogan Park (101602) This project involves seal coating and striping the Mary E. Grogan Community Park parking lot.

This project is expected to be out to bid in early 2025 and is expected to be within budget.

Design: $15,000
Construction Budget: $200,000
Contingency: $20,000
Construction Administration: $20,000
Bid Support/Engineering Support During Construction-City: $2,000 TOTAL: $257,000
Measure H 2024 - Tennis Court Lighting Upgrades (101517) This project involves the upgrade of tennis court lighting at five City parks: Downey Park, Davis Park, Beyer Park, Roosevelt Park, East La Loma Park. The first phase of this project is expected to be constructed in spring 2025 and will include lighting at Davis Park and Beyer Park. Staff anticipates that an additional $185,000 of funding will be necessary to award a construction contract for the other three parks (Downey, Roosevelt and East La Loma). Staff will identify additional funding options prior to this item being forwarded to City Council for consideration.

Design: $10,000
Construction Budget: $180,328
Contingency: $18,033
Construction Administration: $18,033
Bid Support/Engineering Support During Construction-City: $3,606 TOTAL: $230,000
FISCAL IMPACT:

Anticipated project construction expenditures are reflected in the Discussion section above. Once bids are received and evaluated for responsiveness, staff will present these items to Council for approval.

CEQA/NEPA REQUIREMENTS:

CEQA and/or NEPA documentation will be completed for each individual project and will be noted in the agenda report when each item is brought to Council for consideration.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion accepting a report on upcoming Parks Planning and Development Division Capital Improvement Program Projects planned for bidding and construction. #4..
- 38 -
Safety and Communities Committee, January 13, 2025
Upcoming Parks Construction Projects

Page 6 of 6 ends

Approved by:

Toby Wells, Director of Engineering Services/City
Engineer
Joseph P. Lopez, City Manager
#4..
- 39 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 13, 2025
Date: December 17, 2024
TO: Safety and Communities Committee
Jeremiah Williams, Chair
Chris Ricci, Vice-Chair
Rosa Escutia-Braaton, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Brandon Gillespie, Chief of Police
SUBJECT: Red Light Violation Camera System Agreement
CONTACT: T.J. Moffett, Lieutenant, [email protected], 209-572-9886 DESCRIPTION:

Consider a Purchasing Agreement with American Traffic Solutions, dba Verra Mobility, Mesa, Arizona, for Automated Red Light Photo Enforcement Technology for a total amount not to exceed $3,691,891 over five years and forwarding to Council for approval. (Funding Source: Traffic Safety Fund / Citation Revenue)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiative of Improve Quality of Life by improving community safety through a combination of prevention and intervention efforts that address safety and its underlying issues by utilizing technology to pinpoint hot spots.

BACKGROUND:

On June 8, 2004, by Resolution No 2004-301, Council approved a three-year contract with Redflex Traffic Systems for the installation of red-light photo enforcement equipment at ten (10) City-designated intersections and authorized the execution of the necessary documents. The program was extended through a series of agreements and ran for approximately ten (10) years.

The California Office of Traffic Safety (OTS) compiles crash data for California municipalities and compares statistical data to similar-sized cities for analysis. For the five (5) most recent years that OTS has reported on (2017-2021), Modesto has ranked among the top three worst cities of similar size (approximately 60 cities) for total fatal and injury crashes. Three (3) of the five (5) years Modesto ranked #1.

At its peak, the Modesto Police Department’s Traffic Safety Unit (TSU) was staffed with a dedicated police lieutenant, two (2) police sergeants, and approximately eighteen (18) motor officers. Currently, TSU is staffed with one (1) sergeant and five (5) officers. While the department #5..
- 40 -
Safety & Communities, January 13, 2025
Red Light Violation Camera System Agreement

Page 2 of 4 ends

and City are working diligently to increase this staffing, it is prudent to explore technology solutions that support efforts to increase community safety while reducing collisions.

DISCUSSION:

The Insurance Institute for Highway Safety found that the use of traffic cameras reduced red light violations by 40% at the intersections where they were installed. In addition to the decrease in red light running at camera-equipped sites, the effect carried over to nearby signalized intersections not equipped with cameras.1
Given the staffing challenges, statistics, and rankings, the Modesto Police Department (MPD) is seeking to reinstate its red-light photo enforcement program. Locations have been identified for placement of the proposed new red light camera system and are based on a combination of one and three-year collision data, as well as the identification of intersections where injuries are most common, speed is a factor, and institutional knowledge demonstrates significantly negative outcomes. Equal emphasis was placed on both one and three-year data as the City of Modesto has made significant investments in road improvements, and recent engineering improvements may have mitigated locations that were previously low in safety, nullifying the need for red light cameras at those locations.

City staff from the Police and Traffic and Engineering Departments have tentatively identified ten (10) locations where the use of red-light photo enforcement equipment should have a positive impact on traffic safety:
 Briggsmore Avenue and Coffee Road
 Sylvan Avenue and Coffee Road
 Briggsmore Avenue and Carver Road
 Pelandale Avenue and Carver Road
 Oakdale Road and Briggsmore Avenue
 McHenry Avenue and Standiford Avenue
 Oakdale Road and Scenic Drive
 Carpenter Road and Kansas Avenue
 9
th and G Streets
 Yosemite Boulevard and S. Santa Rosa Avenue
Traffic Camera Systems are typically installed, managed, and maintained by a contractor. Section 21455.5 of the California Vehicle Code sets clear requirements and restrictions for traffic camera contractors to protect the public and the City. Some of the requirements include:

1. Signs identifying the use of the automated traffic enforcement shall be installed 200 feet prior to any intersection with traffic cameras installed.

2. Public notice and warning citations only for 30 days after installation.

3. No access to or manipulation of traffic signal timing.

4. All records and information are confidential.

5. Payment to the contractor shall not be based on the number of citations generated or related to revenue from the system.

6. Contractor shall provide statistical reports to the judicial council. 1 “Red light running,” Insurance Institute for Highway Safety, accessed 2/13/24, https://www.iihs.org/topics/red-light-running.
#5..
- 41 -
Safety & Communities, January 13, 2025
Red Light Violation Camera System Agreement

Page 3 of 4 ends

On April 2, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for Red Light Photo Enforcement. On September 17, 2020, Houston-Galveston Area Council of Governments (H-GAC) issued a Request for Proposal under PE05-21 for Traffic Control, Enforcement & Signal Preemption Equipment on the H-GAC website. On December 2, 2020, proposals were opened electronically on the H-GAC website. Based on the proposer identification, hub status, products and pricing, references, geographic area covered, service facilities and personnel, marketing plan and past performance, twelve (12) contracts were awarded for this commodity which includes the Red-Light Violation Camera System. Based on the responsive and responsible proposer offering the pricing, product line, marketing, customer service proven experience, and coverage, City staff recommends to award to American Traffic Solutions, Inc. DBA Verra Mobility, Mesa, Arizona to purchase Red Light Violation Camera System for an amount not to exceed $3,691,891.

Houston-Galveston Area Council of Governments (H-GAC) is a cooperative agency which streamlines the procurement process by developing Requests for Proposals (RFP) for national competitive solicitations that meet or exceed local requirements. The competitive process is continually refined to best meet agency needs an allows Houston Galveston Area Council of Governments to offer exceptional products from nationally acclaimed vendors.

Modesto Municipal Code (MMC) 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 forth 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 or other units of government in cooperative purchasing plans when the best cost savings interest of the City could be served. By utilizing the competitive bidding process of Houston-Galveston Area Council of Governments (H-GAC), the City is complying with the requirements defined under this code for Automated Red Light Photo Enforcement Technology.

Pursuant to California Vehicle Code § 21455.6, the City Council is required to hold a public hearing prior to authorizing the city to enter into a contract for the use of an automated red light enforcement system.

FISCAL IMPACT:

The amount owed to Verra Mobility is billed monthly to the City and governed by a contractual cost-neutrality clause. This clause ensures that if fine revenue in a given month falls short of covering the costs contractually owed by the City to the vendor, the outstanding balance rolls over to the following month. At the end of the contract, any remaining balance owed by the City will be waived by Verra Mobility. While it is expected that revenue may exceed the contractual cost obligations, the primary goal of this initiative is to reduce and deter red-light camera violations, not to generate revenue.

Ten (10) locations for red-light cameras have been identified and validated by the vendor and City staff which will total $3,150,000. Additionally, to account for any potential cost increases, the Department is accounting for a 5.5% Consumer Price Index (CPI) increase in years 2, 3, 4 and 5 #5..
- 42 -
Safety & Communities, January 13, 2025
Red Light Violation Camera System Agreement

Page 4 of 4 ends

totaling $366,087. If it should be deemed in the future that a location is not shown to be effective, traffic engineering has changed the flow or amount of traffic, or other unforeseen circumstances, the City can request the vendor to move the system to another location. To move one system, the City may incur a cost of approximately $30,000. While it is not anticipated that any systems will need to be moved, it is prudent to budget for such contingencies. A 5% contingency in the amount of $175,804 would cover the approximate cost to move five (5) systems. The chart below outlines the cost in each contract year with the CPI increase and the contingency added overall to account for the total contract amount of $3,691,891 over five (5) years.

Agreement Totals
Year 1 $630,000
Year 2 $664,650
Year 3 $701,206
Year 4 $739,772
Year 5 $780,459
Contingency 5% $175,804
TOTAL $3,691,891
Any revenue generated in excess of program costs shall be deposited into the Traffic Safety Fund and used only for qualified purposes as defined under California Vehicle Code §2900.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Purchasing Agreement with American Traffic Solutions, dba Verra Mobility Mesa, Arizona, by utilizing the Competitive Bid Process with Houston-Galveston Area Council of Governments (H-GAC), for Automated Red Light Photo Enforcement Technology, for a five-year Agreement for an annual estimated amount of $703,218 and $175,804 for contingency, if needed, for an Agreement total amount not to exceed $3,691,891 over five years; and forwarding to Council for approval.

Approved by:

Brandon Gillespie, Chief of Police
Joseph P. Lopez, City Manager
Attachments:

1. Draft Agreement with Exhibits

2. H-GAC Scoring Abstract

3. H-GAC RFP PE05-21

4. Verra Mobility’s Response to RFP PE05-21
#5..
- 43 -
PROFESSIONAL SERVICES AGREEMENT: RED LIGHT SAFETY CAMERAS This Professional Services Agreement includes the attached Exhibits (“Agreement”) and is made by and between American Traffic Solutions, Inc., doing business as Verra Mobility, (“Verra Mobility”) and the City of Modesto, California, a municipal corporation (“Customer”).

WHEREAS, Customer desires to implement a photo enforcement program to enforce traffic violations (the “Program”) in accordance with California Vehicle Code section 21455.5.

WHEREAS, Verra Mobility has the exclusive possession and ownership of the back-office System “BOS”, including certain knowledge, equipment, licenses, and the processes for processing Events; WHEREAS, Customer selected Verra Mobility to provide services to implement and carry on the Customer's Program;
WHEREAS, Customer desires to use the Camera Systems together with the BOS System to monitor and enforce traffic Violations and to issue Citations for traffic Violations as part of its Program; WHEREAS, Customer has determined that it has the authority to enter into this Agreement in compliance with the laws, regulations, and policies applicable to it, including procurement laws, regulations, and policies; NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby admitted and acknowledged, the parties agree as follows:

By signing below, the parties agree to the terms and conditions of this Agreement. Each individual signing below represents that such individual has the requisite authority to execute this Agreement on behalf of the entity which such individual represents and that all the necessary formalities have been met. This Agreement is effective on the date of execution by the last signatory to this cover page (“Effective Date”).

ACKNOWLEDGED AND AGREED TO BY:

AMERICAN TRAFFIC SOLUTIONS, INC. CITY OF MODESTO, CALIFORNIA By: By:

Jon Baldwin, Executive Vice
President, Government Solutions
Date Name/Title Date
ATTEST:

By:

Name/Title Date
#5..
- 44 -
____________________________________________________________________________________

Page 2 of 23 ends

I. DEFINITIONS
As used in this Agreement, the following words and terms shall, unless the context otherwise requires, have the respective meanings provided below:
“Approach”: One (1) direction of travel on a road or a traffic intersection including up to four (4) contiguous lanes and, if applicable controlled by up to two (2) signal phases, on which a Camera System may be installed upon the mutual agreement of the parties.
“Back Office System” or “BOS System”: The proprietary back-end system that processes Events and Violations, including the printing and mailing of Citations, the generation of evidence packages, and that provides system generated reports of Violation counts.
“Business Hours”: Eight (8) hours per day, Monday through Friday, excluding weekends and holidays. “Business Rules”: The Business Rules Questionnaire to be completed by Customer and delivered to Verra Mobility setting forth the business rules for the implementation and operation of the Program. “Camera System” or “Camera”: A photo-traffic monitoring device consisting of one (1) rear camera, strobe (if applicable), one (1) front camera, strobe (if applicable) for identification of the driver, and traffic monitoring device (including the wiring associated with each) capable of accurately detecting a Violation at an Approach with up to four (4) contiguous lanes, which records such data with one (1) or more images of such vehicle. “Change Order Notice”: Written notice from Customer requesting changes to the work required to be performed or the addition of products or services to those required pursuant to the terms of this Agreement, setting forth in reasonable detail the proposed changes.
“Change Order Proposal”: A written statement from Verra Mobility describing the cost of the changes to the work or addition of products or services requested by Customer in a Change Order Notice. “Citation”: A citation, notice of violation, notice of infraction, notice of liability or equivalent instrument issued by a competent state, county or municipal law enforcement agent or agency or by a court of competent jurisdiction relating to a Violation documented or evidenced in BOS. “Event”: A potential Violation captured by the Camera System. “Fees”: The amount payable by Customer to Verra Mobility for equipment, services, and maintenance as set forth in EXHIBIT A.
“Laws”: all federal, state, or local, laws, ordinances, regulations, and orders. “Notice to Proceed”: Written confirmation from Customer that Verra Mobility may proceed with the installation of a given Camera System, a form of which is attached as EXHIBIT C. “Owner”: The owner(s) of a motor vehicle as shown by the motor vehicle registration records of the motor vehicle department or the analogous agency of another state or country, including a lessee of a motor vehicle under a lease of six months or longer.
“Paid Citation”: A situation where the Person cited has paid any portion of the penalty, fine, funds, fees or costs associated with the particular Citation.
“Person” or “Persons”: Any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association, governmental authority or political subdivision thereof or any other form of entity. “Photo Enforcement Infrastructure”: the poles, foundation, conduit, and other below-grade infrastructure associated with installing Camera Systems.
#5..
- 45 -
____________________________________________________________________________________

Page 3 of 23 ends

“Project Time Line”: The initial schedule and timelines required to begin the implementation of Customer’s project, as mutually agreed upon by the parties. The initial project timeline will be prepared assuming the active cooperation and engagement of the Program stakeholders set forth in Section 2.1.1 of EXHIBIT B. “Red Light Safety Camera System”: A Camera System that uses vehicle detection technology to capture a vehicle traversing a red light traffic signal and generates recorded images of an Event and is installed on a mutually agreed upon Approach.
“System”: A Camera System and the related Photo Enforcement Infrastructure. “Violation”: A failure to obey an applicable traffic law or regulation related to a failure to obey a traffic signal, as determined in Customer’s sole discretion.

II. GENERAL TERMS AND CONDITIONS

1. VERRA MOBILITY AGREES TO PROVIDE:

The scope of work identified in EXHIBIT B, Section 1.

2. CUSTOMER AGREES TO PROVIDE:

The scope of work identified in EXHIBIT B, Section 2.

3. ADDITIONAL SERVICES:

Verra Mobility shall provide the additional services set forth on EXHIBIT B, Sections 3,subject to the additional terms and conditions specified therein.

4. TERM:

This Agreement shall commence upon the Effective Date and shall continue for a term of five (5) years beginning on the first day of the month following the first-issued Citation from the last Camera System that is installed or deployed pursuant to the first Notice to Proceed delivered by Customer to Verra Mobility.

5. FEES AND PAYMENT:

5.1 Customer shall pay for all equipment, services and maintenance based on the fee schedule indicated in EXHIBIT A, Service Fee Schedule 1.

5.2 Invoices shall be in standard Verra Mobility format and provided electronically.

5.3 Customer shall pay all Fees due Verra Mobility based upon invoices from the preceding month within thirty (30) days of submission. Late payments are subject to interest calculated at 1.5% per month on open balances.

5.4 Verra Mobility’s Fees will be fixed for the first year of the Agreement; thereafter, unit prices will increase annually by the Consumer Price Index (CPI), according to the average change during the prior twelve (12) months in the CPI for Western Consumers (CPI-W) for U.S. Consumer average, as published by the Bureau of Labor Statistics, U.S. Department of Labor for the Services category listed under Commodity and Service Group.

5.5 During the term of the Agreement, payments by the Customer may be made to Verra Mobility under a Flexible Payment Plan if the total funds collected by the Program are insufficient to cover the Fees due Verra Mobility. Under the Flexible Payment Plan, the Customer may defer certain payments due and owing to Verra Mobility during the term of the Agreement. If at the end of the term sufficient funds have not been collected by the Customer to pay the accrued balance then due to Verra Mobility, Verra Mobility agrees to waive its right to recovery with respect to any balance owing to Verra Mobility at the end of that term.
#5..
- 46 -
____________________________________________________________________________________

Page 4 of 23 ends

This Flexible Payment Plan will be applied as follows: Verra Mobility will maintain an accounting of any net balances owed Verra Mobility each month during the term. If the total amount of funds collected from all Camera Systems combined during a month exceeds the amount of the Verra Mobility invoice for the same month, the Customer shall pay Verra Mobility the total amount due on the invoice.

If the total amount of funds collected from all Camera Systems combined during a month is less than the amount of the Verra Mobility invoice for the same month, the Customer shall pay Verra Mobility only the amount collected during the same month and Customer may defer payment of the remaining balance. If opting to use a Flexible Payment Plan, Customer will provide Verra Mobility with sufficient information about payments received directly by the Customer or by the Courts to accurately determine the amount of funds collected. Payments due Verra Mobility will be reconciled by applying funds collected in subsequent months, first to the accrued balance and then to the subsequent monthly invoice. If at any time the Verra Mobility invoices, including any accrued balance are fully repaid, Customer will retain all additional funds collected. Any funds in excess of the total balance due (whether reserved in cash or not by Customer) will be available to offset future Verra Mobility invoices during the term of the Agreement and any renewal term. Customer agrees and understands the Flexible Payment Plan shall be applied in the aggregate across all installed Camera Systems and will not be applied on a per Camera System basis or on a per month basis.

Example: Fee of $4,750 per Camera System per month and four (4) cameras installed. If during Month 1 camera #1 revenue is $5,000, camera #2 revenue is $3,500, camera #3 revenue is $6,000 and camera #4 revenue is $3,000, the total revenue from the Camera System for the month is $17,500. Verra Mobility would invoice Customer for $19,000 ($4,750 x 4 Camera Systems). However, Customer would only be required to pay $17,500 in Month 1 and the $1,500 deficit would carry over to subsequent months. If in Month 2 the combined revenue from the 4 Camera Systems was $25,000, Verra Mobility would invoice the Customer $19,000 ($4,750 X 4 Camera Systems) and the prior month $1,500 deficit would also be due. The Customer is not responsible for any previously deferred balance remaining after termination of the Agreement.

Flexible Payment Plan – Limitations. This provision shall not apply if: (1) Customer elects not to enforce all legally enforceable Violations; (2) Customer elects not to pursue collections on unpaid Violations; (3) Customer directs Verra Mobility to install a camera at a site where violation rates are projected by Verra Mobility to be below the rate required by Verra Mobility for an acceptable installation; (4) Customer waives and/or fails to timely process more than ten percent (10%) of valid Violations forwarded to law enforcement for acceptance according to the Business Rules; or (5) Customer does not provide Verra Mobility with access to an accurate accounting of all payments received other than payments received through Verra Mobility enabled payment channels; or (6) Customer does not cause Verra Mobility to deploy and operate each Red Light Safety Camera each day and for the hours as authorized under the applicable statute.

6. COMMUNICATION OF INFORMATION:

Verra Mobility will comply with reasonable requests from Customer for information obtained by Verra Mobility through operation of the Camera Systems or the BOS. Verra Mobility reserves the right to assess a fee for such services if such information is requested by a third-party or if Customer could retrieve the information from the BOS without the assistance of Verra Mobility. Verra Mobility will not be under any obligation to provide information directly to non-Customer requesting parties. For any non-Customer requests for information, Verra Mobility shall work collaboratively with Customer to provide requested information in a timely manner to Customer. Nothing in this paragraph shall be construed contrary to the terms and provisions of any public records laws, insofar as they may be applicable.

7. CONFIDENTIALITY:

No information given by Verra Mobility to Customer will be of a confidential nature, unless specifically designated in writing as proprietary or confidential by Verra Mobility (“Verra Mobility Confidential Information”). If, #5..
- 47 -
____________________________________________________________________________________

Page 5 of 23 ends

however, Verra Mobility does designate certain information as proprietary or confidential, Customer shall treat the Verra Mobility Confidential Information with the same degree of care and same restrictions as Customer treats its own proprietary and confidential information, but in no event with less than reasonable care and reasonable restrictions. Customer will use Verra Mobility Confidential Information solely in connection with its rights and obligations under this Agreement, and will not use Verra Mobility Confidential Information for any other purpose, including but not limited to any use to harm or injure Verra Mobility or in any other way detrimental to Verra Mobility. If Customer receives a request or becomes legally obligated or compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, other demand or request by a governmental agency, or the application of statutes, rules or regulations) to disclose any of the Verra Mobility Confidential Information, Customer will promptly provide Verra Mobility with written notice of such request or requirement before any disclosure, and will cooperate with Verra Mobility’s reasonable efforts to obtain confidential treatment of the Verra Mobility Confidential Information. If a protective order or other confidential treatment is not obtained or if Verra Mobility waives its rights under this paragraph, Customer agrees to furnish only so much of the Verra Mobility Confidential Information as it is legally required to furnish and, where appropriate, to exercise its best efforts to obtain written assurances that confidential treatment will be accorded to the Verra Mobility Confidential Information. Customer will give Verra Mobility an opportunity to review the Verra Mobility Confidential Information prior to its disclosure, and Customer will allow Verra Mobility to participate in any related proceeding.

Nothing in this paragraph shall be construed contrary to the terms and provisions of any public records laws, insofar as they may be applicable.

8. OWNERSHIP OF SYSTEM:

Under all circumstances, Verra Mobility shall retain ownership of all Camera Systems and the BOS System, and provided for use by the Customer under the terms and conditions of this Agreement. In order to carry out the purposes of this Agreement, for the term of this Agreement, Verra Mobility grants Customer a non-exclusive, non-transferable license to use the BOS System. On and as of the date of termination of this Agreement, Customer shall be deemed to accept and receive full ownership and control of the Photo Enforcement Infrastructure.

Verra Mobility shall retain the ownership rights to all metadata, business intelligence, or other analytics obtained, gathered, or mined by Verra Mobility from the data captured by the Camera Systems and the BOS System.

Furthermore, Verra Mobility has a right to use non-personalized and aggregated Program data for its internal business purposes, analytics, statistical analysis, and to perform analyses which would further Customer’s Program.

9. INDEMNIFICATION AND LIABILITY:

9.1 Indemnification by Verra Mobility. Verra Mobility agrees to indemnify Customer and its managers, officers, directors, employees, agents, representatives and successors (individually, a “Customer Party” and collectively, the “Customer Parties”) against all liabilities, obligations, losses, damages, penalties and judgments (collectively, “Losses”), which may be imposed on or incurred by any Customer Party arising out of or related to the gross negligence of, willful misconduct of, or material breach of this Agreement by Verra Mobility, which results in death or bodily injury to any natural person (including third parties) or any damage to any real or tangible personal property (including the personal property of third parties), except (i) to the extent caused by the gross negligence of, willful misconduct of, or material breach of this Agreement by any Customer Party,] or (ii) any claim, action or demand (a “Claim”) caused by Customer's failure to perform its obligations under this Agreement.

9.2 Indemnification by Customer. Customer hereby agrees to indemnify Verra Mobility and its affiliates, shareholders or other interest holders, managers, officers, directors, employees, agents, representatives and successors, permitted assignees and all Persons acting by, through, under or in concert with them (individually, an “Verra Mobility Party” and collectively, the “Verra Mobility Parties”) against any and all Losses which may be imposed on or incurred by any Verra Mobility Party arising out of or related the gross negligence of, willful misconduct of, or material breach of this Agreement by the Customer which results in death or bodily injury to any natural person (including third parties) or any damage to any real or tangible personal property (including the personal property of third parties), except (a) to the extent caused by the gross negligence of, willful misconduct of, or material breach of this Agreement by any Verra Mobility Party or (b) any Claim caused by Verra Mobility's failure to perform its obligations under this Agreement. #5..
- 48 -
____________________________________________________________________________________

Page 6 of 23 ends

9.3 Indemnification Procedures. In the event of any Claim in respect of which any party hereto seeks indemnification from the other, the party seeking indemnification (the "Indemnified Party") shall give the party from whom indemnification is sought (the "Indemnifying Party") written notice of such Claim promptly after the Indemnified Party first becomes aware thereof; provided, however, that failure to give such notice shall not preclude indemnification with respect to such Claim except to the extent of any additional or increased Losses or other actual prejudice directly caused by such failure. The Indemnifying Party and the Indemnified Party shall cooperate in the defense or settlement of any Claim and no party shall have the right to enter into any settlement agreement that materially affects the other party's material rights or material interests without such party's prior written consent, which consent shall not be unreasonably withheld or delayed.

9.4 Limited Liability. In no event shall the parties’ liability under this Agreement exceed the greater of $1,000,000 or the average of the prior twelve (12) months of Fees paid by Customer pursuant to this Agreement.

Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other, by reason of any representation or express or implied warranty, condition or other term or any duty at common or civil law, for any indirect, incidental, special, or consequential damages, or lost profits, lost fines, or lost data however caused and on any theory of liability, arising out of or relating to this Agreement.

10. INSURANCE:

Verra Mobility shall maintain the following minimum scope and limits of insurance:

10.1 Commercial General Liability Insurance including coverage for bodily injury, property damage, premises and operations, products/completed operations, personal and advertising injury, and contractual liability with a combined single limit of $1,000,000 per occurrence.

10.2 Workers’ Compensation as required by applicable state law, and Employer’s Liability Insurance with limits of not less than $500,000 each accident. Verra Mobility shall at all times maintain Worker’s Compensation insurance coverage in the amounts required by Law, but shall not be required to provide such coverage for any actual or statutory employee of Customer.

10.3 Comprehensive Business Automobile Liability Insurance for all owned, non-owned and hired automobiles and other vehicles used by Verra Mobility with a minimum $1,000,000 per occurrence combined single limit bodily injury and property damage.

10.4 Customer shall be named as additional insured on the comprehensive general liability policies provided by Verra Mobility under this Agreement.

10.5 Certificates showing Verra Mobility is carrying the above described insurance, and evidencing the additional insured status specified above, shall be furnished to Customer within thirty (30) calendar days after the Effective Date of this Agreement.

11. LIMITED WARRANTY:

EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, VERRA MOBILITY MAKES NO

WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE

WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, WITH RESPECT

TO THE CAMERA SYSTEMS, THE BOS SYSTEM, OR ANY RELATED EQUIPMENT OR SOFTWARE, OR WITH RESPECT TO THE RESULTS OF THE PROGRAM. THE CUSTOMER ACKNOWLEDGES

THAT AT TIMES SUCH SYSTEMS AND RELATED EQUIPMENT AND SOFTWARE MAY MALFUNCTION OR OTHERWISE NOT OPERATE AS ANTICIPATED. VERRA MOBILITY SHALL DILIGENTLY ENDEAVOR TO CORRECT ANY SUCH MALFUNCTION IN A TIMELY MANNER.

12. STATE LAW TO APPLY:

This Agreement shall be construed under and in accordance with the laws of the State of CALIFORNIA.

13. DISPUTE RESOLUTION:
#5..
- 49 -
____________________________________________________________________________________

Page 7 of 23 ends

13.1 All disputes arising out of or in connection with the Agreement shall be attempted to be settled through good-faith efforts between senior management of both parties. Following thirty (30) days of unsuccessful negotiation, the parties shall participate in professionally-assisted mediation, with a mediator acceptable to both parties. The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute. The mediation will be treated as a settlement discussion and therefore will be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties.

13.2 Failing resolution through negotiation or mediation, any remaining dispute shall be submitted to binding arbitration in accordance with the Arbitration Rules for Professional Accounting and Related Services Disputes of the American Arbitration Association (“AAA Rules”) before a single arbitrator.

The place of arbitration will be mutually agreed upon within fourteen (14) days of a decision to seek arbitration. Limited discovery will be permitted in connection with the arbitration upon agreement of the parties and upon a showing of substantial need by the party seeking discovery.

13.3 The arbitrator’s decision shall follow the plain and natural meaning of the relevant documents and shall be final and binding. The arbitrator will have no power to award:
a) damages inconsistent with the Agreement; or,
b) punitive damages or any other damages not measured by the prevailing party’s actual damages, and the parties expressly waive their right to obtain such damages in arbitration or in any other forum.

13.4 All aspects of the arbitration will be confidential. Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as may be necessary to comply with legal or regulatory requirements.

13.5 Each party will promptly pay its share of all arbitration fees and costs, provided that such fees and costs shall be recoverable by the prevailing party as determined by the arbitrator. If a party fails to pay such share promptly upon demand, the arbitrator shall, upon written request by the other party, enter a final and binding decision against the nonpaying party for the full amount of such share, together with an award of attorneys’ fees and costs incurred by the other party in obtaining such decision, which decision may be entered in any court of competent jurisdiction. Except for the failure of a party to pay arbitration fees and costs that requires resort to the arbitrator to order such payment, the parties will bear their own attorneys’ fees in any matter or dispute under this Agreement.

14. CHANGE ORDERS:

Customer may request the addition of any products or services that Verra Mobility provides or other changes to the scope of work to be performed under this Agreement by providing a Change Order Notice to Verra Mobility.

Upon Verra Mobility’s receipt of the Change Order Notice, Verra Mobility shall deliver to Customer a Change Order Proposal. Following Customer’s receipt of the Change Order Proposal, the parties shall negotiate in good faith regarding a plan and schedule for implementation of the proposed changes; the time, manner and amount of payment or price and any other matters relating to the proposed changes. Any Change Order Proposal mutually agreed to by the parties in writing shall be incorporated as an addendum to this Agreement.

15. TERMINATION:

15.1 Verra Mobility’s services may be terminated:
(i) By mutual written consent of the parties; or
(ii) For material breach of this Agreement by either party, where the other party fails in any material way to perform its obligations under this Agreement.
#5..
- 50 -
____________________________________________________________________________________

Page 8 of 23 ends

a) Where Customer is in breach of this Agreement for non-payment of Fees to Verra Mobility, Verra Mobility may exercise any or all of the following remedies: (1) provide Customer written notice and ten (10) days to cure before suspending performance and turning off the Camera Systems; (2) terminate this Agreement for cause where Customer’s account remains delinquent sixty (60) days after written notice; and (3) in addition to the foregoing, seek any other available remedies at law or equity.
b) Termination under this Subsection 15.1(ii) for any reason other than non-payment of Fees by Customer is subject to the condition that the terminating party notifies the other party of its intent to terminate, stating with reasonable specificity the grounds therefore, and the other party fails to cure the default within forty-five (45) days after receiving written notice. (iii) In the event of termination of this Agreement prior to the end of its term for any reason except the material breach, Customer shall pay Verra Mobility an early termination fee based on a price of $180,000 per Red Light Safety Camera System, amortized monthly over sixty (60) months on a straight-line basis. (iv) Customer recognizes the substantial upfront costs Verra Mobility will incur to procure, provide and install Camera Systems. Customer therefore agrees that any Camera Systems that Customer authorizes through a Notice to Proceed shall remain installed and operational for the duration of the term, unless otherwise mutually agreed. Verra Mobility will bill a restocking or standby fee for any upfront costs associated with the Camera System(s), vehicle(s), or other equipment in the event Customer terminates or suspends a Notice to Proceed.

15.2 Upon termination of this Agreement, including because it has reached the end of its term, the parties recognize that Customer will have to process Events in the “pipeline”. Accordingly, the parties shall take the following actions and shall have the following obligations, which survive termination during the winddown period:
(i) Customer shall cease using the Camera BOS Systems to capture Events. (ii) Unless it is unlawful to do so, Verra Mobility will, for a period of ninety (90) days, continue to process all Events captured before termination and provide all services associated with processing in accordance with this Agreement and shall be entitled to a monthly fee per Camera System. After such ninety (90) day period, Verra Mobility will terminate all use of the BOS System for Customer’s Program and upon such termination, the BOS System, including violationinfo.com website, and related lockbox shall no longer be capable of accepting payments.
(iii) Except as provided for in Section 15.2(iv) related to the Infrastructure, Customer shall return or allow Verra Mobility to recover all provided equipment within a reasonable time not to exceed ninety (90) days.
(iv) Pursuant to Section 8, Customer shall be deemed to accept full ownership and control of the Infrastructure. Upon Customer’s request or if otherwise required by Law, regulation, or administrative agency, and subject to the limitations set forth herein, Verra Mobility shall remove the Infrastructure Verra Mobility installed in connection with Verra Mobility’s performance of its obligations under this Agreement for the actual cost of the removal (presently estimated at approximately $5,000 per Approach) plus an additional 20% service fee (the “Removal Fee”). As part of the services performed for the Removal Fee, Verra Mobility shall restore the surface of Customer’s property to substantially the same condition as such property was in immediately prior to this Agreement, except for foundation removal, which shall be left approximately flush with grade with no exposed bolts, or other hazards.

Installed underground Infrastructure shall not be required to be removed, and Customer shall accept and observe any and all duties, obligations, or liabilities associated with the remaining foundation, conduit, or other below-grade Infrastructure.

15.3 In the event of termination by Verra Mobility for non-payment of Fees by Customer, Verra Mobility shall cease processing Events as of the date of termination.
#5..
- 51 -
____________________________________________________________________________________

Page 9 of 23 ends

16. LIMITED AGENCY:

Customer hereby grants Verra Mobility the authority to act on its behalf as a limited agent of Customer, and shall cause the applicable law enforcement agency to grant Verra Mobility the authority to act as a limited agent of the law enforcement agency, for the purposes of (i) facilitating establishment and maintaining bank accounts and delivering payment/transfer instructions, if applicable; (ii) access to DMV records; and (iii) generating and administratively processing recorded images of Events as described in this Agreement and the Business Rules.

Verra Mobility and its employees, contractors, agents and servants will in no event be considered to be employees, agents (other than in the limited capacity described herein), or servants of Customer. This Agreement does not and shall not be interpreted as creating a general agency relationship between Verra Mobility and Customer.

17. USE OF SUBCONTRACTORS:

From time to time, Verra Mobility may subcontract certain services provided under this Agreement without notice to or consent of Customer.

18. DATA RETENTION:

Subject to litigation holds, court orders, changes in Law, or other legal requirements applicable to Verra Mobility, Verra Mobility shall maintain the categories of data set forth under the heading “Type of Record” for the periods of time set forth under the heading “Minimum Verra Mobility Retention Period” on EXHIBIT E during the term of this Agreement. Within one hundred-twenty (120) days of the later of the termination of this Agreement or the termination of any wind-down period, Verra Mobility shall at its option either (i) place the Violation Images, Non-Violation Images, Individually Identifiable Violation Records, and Individually Identifiable Non-Violation Records (each as described on EXHIBIT E), not previously disposed of in accordance with the data retention schedule at a secured location with SFTP access or (ii) provide Customer with a hard-drive containing the Violation Images, Non-Violation Images, Individually Identifiable Violation Records, and Individually Identifiable NonViolation Records, where Customer shall have ninety (90) days to retrieve and validate the information. After ninety (90) days, Verra Mobility shall delete all data from the SFTP location (if applicable) and shall have no further data retention obligations to Customer with respect to such data. Customer acknowledges that DMV data source providers may require Customer to enter into licensing agreements with the DMV data source providers in order for Customer to have continued access to certain registered owner information after the termination of this Agreement.

19. ASSIGNMENT:

Neither party may assign all or any portion of this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. However, for business financing purposes or other corporate reorganizational purposes, Verra Mobility may sell, assign, transfer or convey any interest in this Agreement in whole or in part without the written consent of Customer.

20. FORCE MAJEURE:

Neither party will be liable to the other or be deemed to be in breach of this Agreement for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include but are not limited to, acts of God or the public enemy, terrorism, significant fires, floods, earthquakes, hurricanes, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, or governmental authorities approval delays which are not caused by any act or omission by the parties. The party whose performance is affected agrees to notify the other promptly of the existence and nature of any delay. For the avoidance of doubt, road construction within the control of the Customer (and as to the Customer) is not an event of Force Majeure. The term of the Agreement shall be extended by a period equal to that during which either party’s performance is suspended under this section.

21. TAXES:

At the time of execution of this Agreement, it is the understanding of the parties that Verra Mobility’s services provided hereunder may be subject to federal, state or local taxes including but not limited to excise, sales, use, property or similar taxes or charges. Customer agrees to reimburse Verra Mobility for any such tax or charge if charged against Verra Mobility. If incurred, such taxes or charges will be invoiced at any time once incurred. #5..
- 52 -
____________________________________________________________________________________

Page 10 of 23 ends

22. NOTICES:

Any notices or demand which, under the terms of this Agreement or under any statute, that must or may be given or made by Verra Mobility or Customer shall be in writing and shall be given or made by personal service, first class mail, Federal Express, or by certified mail to the parties at the following addresses:
______________________ American Traffic Solutions, Inc. ______________________ 1150 North Alma School Road
______________________ Mesa, Arizona 85201
______________________ Attn: Legal Department, Government Solutions

23. LEGAL CONSTRUCTION:

In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein. This Agreement shall be enforced to the maximum extent possible so as to give effect to the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable herein.

24. AMENDMENTS TO THE AGREEMENT:

Any changes, modifications or amendments to this Agreement shall be in writing and signed by both parties.

25. INTEGRATION:

This Agreement constitutes the sole and only agreement of the parties and supersedes any prior or contemporaneous understanding, written or oral, between the parties respecting its subject matter.

26. SURVIVAL:

The following provisions of the General Terms and Conditions shall survive the termination of this Agreement:

Sections 5, 7, 8, 9, 11, 12, 13, 15, 16, 18, 20, 21, 23 and this Section 26.

27. ADDITIONAL SERVICES:

During the term of this Agreement, from time-to-time Verra Mobility may propose certain new technologies for Customer to consider and, if so desired, Customer may procure from Verra Mobility the new technologies through an amendment to this Agreement upon terms to be mutually agreed upon by the parties.

28. PILOTS:

From time to time, at the mutual agreement of the parties, Verra Mobility may pilot existing Verra Mobility products and services or products and services that are under development by Verra Mobility or its current or future subcontractors and vendors (each a “Vendor”). During any pilot pursuant to this Section 28, registered owner information shall not be used and no Events will be issued as Citations and no mailing of warnings or Citations will occur. Customer expressly acknowledges that Verra Mobility is under no obligation to retain for any period of time any data produced by any pilot systems. Verra Mobility may request Customer or its employees to provide feedback on the use, quality, viability, features, functionality, or desirability of pilot systems (“Customer Feedback”). All data, drawings, plans, specifications, blueprints, studies, reports, memoranda, computation sheets, computer files and media or other documents prepared or generated by Verra Mobility or a Vendor or a pilot systems in connection with any pilot shall remain the property of Verra Mobility (the “Pilot Data”). To the extent that such Pilot Data is provided to Customer, Verra Mobility grants to Customer a limited, personal, nonsublicensable, nonexclusive license to use the Pilot Data, solely for evaluation and statistical purposes. Actual program performance may vary from pilot performance. Customer acknowledges and agrees that the terms of this Agreement, except for Sections 7, 10, 11, 12, 13, 17, 20, 22, 23 and this Section 28, shall not apply to any such pilot. #5..
- 53 -
____________________________________________________________________________________

Page 11 of 23 ends

29. EXECUTION:

This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile or “.pdf” transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the original Agreement for all purposes. Signatures of the parties transmitted by facsimile or “.pdf” shall be deemed to be their original signatures for any purpose whatsoever. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
#5..
- 54 -
____________________________________________________________________________________

Page 12 of 23 ends

EXHIBIT A

SERVICE FEE SCHEDULE

1.0 Description of Pricing
Fees are based on per camera and are as follows:

Product Description Fee
Red Light Safety Camera System – the parties shall mutually agree on the number of units to be installed.
$4,500.00 Fixed Fee
per Month per Camera
System for Existing
Approaches*
$5,250.00 Fixed Fee
per Month per Camera
System for new
Approaches
Subsequent Notice Fee: Any additional notices sent by first class mail required by the Customer or required by Law
$2.00 per page per
notice
Video Retrieval Fee: Verra Mobility shall retrieve up to one (1) video per week at no cost to Customer.

For all additional video
retrievals, the fee is
$10.00 each.

Service Fees: All service Fees per Camera System above includes all costs required and associated with a Camera System installation, routine maintenance, use of the BOS System for back-office operations and reporting, Event processing services, DMV records access, first class mailing of Citations with return envelope, first class mailing of second notice (as needed), lockbox and epayment processing (excluding user convenience fee, which is paid by payor and excluding any bank account set up or monthly bank account fees), IVR call center support for general Program questions and public awareness Program support.

Any required certified mail, or other special mailing, is not included and the fee is extra and will be billed per unit as published by the US Postal Service.

Verra Mobility’s monthly fee includes postage for the first class mailing of the 1st and 2nd notices. Certified mail is extra and will be billed per unit as published by the US Postal Service plus a $2.00 per unit service charge. #5..
- 55 -
____________________________________________________________________________________

Page 13 of 23 ends

Existing Approaches defined as the following:

1. Briggsmore Ave & Prescott Rd EB

2. Coffee Rd & Sylvan Ave NB

3. Oakdale Rd & Briggsmore Ave NB

4. Standiford Ave & Sisk Rd EB

2.0 Optional Collection Services:

Verra Mobility’s designated collection’s subcontractor may initiate collection efforts of delinquent notices upon written request by Customer, so long as collection of said recovered revenue amounts does not conflict with applicable state law. Verra Mobility will be entitled to receive portions of the collected revenue as noted below. For those accounts in default that go to collection, this is in addition to Verra Mobility Fees noted in Section 1.0 above.

Delinquent Collections Services 30% of Recovered Revenue In the event that Customer elects to have Verra Mobility provide collections services, Customer shall so notify Verra Mobility in writing. Customer agrees that, once Verra Mobility’s collections services are elected, Customer may not utilize another vendor for these collections services without prior written consent from Verra Mobility through an amendment to this Agreement.
#5..
- 56 -
____________________________________________________________________________________

Page 14 of 23 ends

EXHIBIT B

SCOPE OF WORK

1. VERRA MOBILITY SCOPE OF WORK

1.1 VERRA MOBILITY IMPLEMENTATION

1.1.1 Verra Mobility agrees to provide Camera System(s), use of the BOS System and related services to Customer as outlined in this Agreement, excluding those items identified in Section 2 titled “Customer Scope of Work”. Verra Mobility and Customer understand and agree that new or previously unforeseen requirements may, from time to time, be identified and that the parties shall negotiate in good faith to assign the proper party the responsibility and cost for such items. In general, if work is to be performed by Customer, unless otherwise specified, Customer shall not charge Verra Mobility for the cost.

1.1.2 Customer and Verra Mobility will complete the Project Time Line within thirty (30) days of Agreement execution date, unless mutually agreed to otherwise by the parties. Verra Mobility agrees to make every effort to adhere to the Project Time Line.

1.1.3 Prior to installing a Camera System, Verra Mobility may conduct a statistical analysis of each Approach being considered for a Camera System or Camera Systems (“Site Selection Analysis”) to assist Customer in determining which Approaches will be the most beneficial to Customer in pursuit of its traffic safety and enforcement goals. Considerations may include collision history, community safety, police department staff review and engineering and construction feasibility assessment. Camera System installations will be based on mutual agreement by Customer and Verra Mobility. Verra Mobility makes no representations or warranties that any Violation rate estimates will be predictive of actual future traffic Violation rates. Pursuant to California Vehicle Code section 21455.5(c)(2)(A), as may be amended, Customer shall be solely responsible for deciding where to locate a Camera System and the decision of where to locate a Camera System shall be made pursuant to Customer’s guidelines for the selection of a location. Prior to installing a Camera System, the Customer shall make and adopt a finding of fact establishing that the Camera System is needed at a specific location for reasons related to safety.

1.1.4 Verra Mobility will install Camera System(s) at a number of Approaches to be mutually agreed upon between Verra Mobility and Customer after completion of Site Selection Analysis and as reflected in a written Notice to Proceed. In addition to any initial installation of Camera Systems, the parties may mutually agree to add additional Camera System(s) or Approaches, which shall also be reflected in a written Notice to Proceed as set forth in EXHIBIT C.

1.1.5 Site installation plans shall be prepared under the supervision of, approved and sealed by a licensed professional engineer.

1.1.6 Verra Mobility will operate each Camera System on a 24-hour basis, barring downtime for maintenance, normal servicing activities, or other unforeseen instances.

1.1.7 Verra Mobility’s Communications Department will assist Customer with public information content and outreach campaign strategies.

1.1.8 Verra Mobility agrees to provide a secure website (www.violationinfo.com) accessible to Owners/violators who have received notices of violation by means of a Notice # and PIN, which will allow Violation image and video viewing. Verra Mobility shall include a link to the payment website(s) and may offer the opportunity to download an affidavit of non-liability online. Verra Mobility will operate this secure website on a 24-hour basis, barring downtime for maintenance, normal servicing activities, or other unforeseen instances.

1.1.9 Verra Mobility will provide technician site visits to each Camera System, as needed, to perform maintenance checks and regular inspections as required in California Vehicle Code section #5..
- 57 -
____________________________________________________________________________________

Page 15 of 23 ends

21455.5(c)(2)(D), as may be amended, consisting of camera enclosure lens cleaning; camera, strobe and controller enclosure cleaning; inspection of exposed wires; and, general system inspections and maintenance. Verra Mobility will certify that the Camera System is properly installed and calibrated, and operating properly, as required in Vehicle Code section 21455.5(c)(2)(C), as may be amended, pursuant to the overall control and supervision of Customer.

1.1.10 Verra Mobility shall take commercially reasonable best efforts to repair a non-functional System within seventy-two (72) hours (excluding weekends and holidays) of determination of a malfunction.

1.1.11 If Customer is using Verra Mobility facilitated lockbox or epayment services, Customer shall provide Verra Mobility and the applicable payment processor with the items set forth in Section

2.1.4 below.

1.1.12 Verra Mobility is authorized to charge, collect and retain a service/convenience fee of up to the greater of $5.00 or to 5% of the total payment, for each payment processed through the web, call center, IVR, or other electronic means. Such fee is paid by the payor and retained by Verra Mobility.

1.2 VERRA MOBILITY OPERATIONS

1.2.1 Verra Mobility shall implement and operate the Program in accordance with the provisions of this Agreement, Customer’s Business Rules and policies, and applicable state law.

1.2.2 Verra Mobility shall provide Customer with a one-time warning period up to thirty (30) days in length following the installation and activation of the first installed Camera System. Customer shall not be charged a fee for the warning period; however for any warning period exceeding thirty (30) days Customer shall be responsible for the normal monthly Fee.

1.2.3 Verra Mobility shall provide Customer with access to the BOS System, including image processing, first and second notice printing and mailing per Violation, a hearing scheduled letter, a hearing denied letter, an insufficient information letter, and a dismiss letter. In the case of a transfer of liability by the Owner, the BOS System shall be setup to mail a Citation to the driver identified in the affidavit of non-liability or identified by a rental car company. Costs of certified mailings are priced separately and paid by Customer to Verra Mobility as indicated in EXHIBIT A.

1.2.4 Subsequent notices, other than those specified in Subsection 1.2.3 may be delivered by first class or other mail means for additional compensation to Verra Mobility as agreed upon by the parties.

1.2.5 Verra Mobility shall apply an electronic signature, name, or badge number to the Citation as authorized in the Customer’s Business Rules.

1.2.6 Verra Mobility may make non-substantive formatting or incidental changes to the Citation form without approval by Customer.

1.2.7 Verra Mobility shall seek records from vehicle registration databases reasonably accessible to Verra Mobility through its limited agent relationship with Customer and use such records to assist Customer in processing Citations. Verra Mobility may mail Citations to the address of the Owner obtained through the DMV, obtained through the National Change of Address (NCOA) database provided by the United States Postal Service, or obtained through other means including but not limited to skip tracing. Verra Mobility reserves the right to pass-through to Customer any cost increases imposed on Verra Mobility by DMV data sources.

1.2.8 The BOS System shall provide Customer with the ability to run and print standard system reports.

Verra Mobility provides a suite of standard program reporting at no charge to clients with active Programs. Upon notice to Customer, Verra Mobility reserves the right to modify the suite of standard program reporting available to Customer, so long as such change applies generally to #5..
- 58 -
____________________________________________________________________________________

Page 16 of 23 ends

customers with similar programs. Customized reporting services are available upon written request. The fee for such services shall be mutually agreed upon.

1.2.9 During the twelve (12) month period following the installation of the first Camera System, upon Verra Mobility’s receipt of a written request from Customer at least fourteen (14) calendar days in advance of a court proceeding, and if required by the court or prosecutor, Verra Mobility shall provide Customer with or train a local expert witness to testify in court on matters relating to the accuracy, technical operations, and effectiveness of the Camera System or the BOS System until judicial notice is taken. Customer shall use its best efforts to obtain judicial notice as soon as possible. If a Verra Mobility expert witness is required more than two (2) times during the twelve (12) month period, Customer shall reimburse Verra Mobility for any reasonable time and travel costs incurred for the additional dates.

1.2.10 In those instances where damage to a System (or sensors where applicable) is caused by (i) negligence on the part of Verra Mobility or its authorized agent(s), Verra Mobility shall bear the cost of repair or (ii) negligence or recklessness on the part of a driver or severe weather or other Force Majeure events, Verra Mobility and Customer shall bear the cost of repair equally with Customer reimbursing Verra Mobility for its portion of the cost of repair. For all other causes of damage, including road construction, Customer negligence, etc. Customer shall reimburse Verra Mobility for the cost of repair.

1.2.11 Verra Mobility shall provide a help-line to assist Customer with resolving any problems encountered regarding its Camera System and/or the BOS System. The help-line shall function during Business Hours.

1.2.12 Verra Mobility shall comply with California Vehicle Code section 21455.5(i) reporting requirements and shall, in cooperation with the Customer, submit an annual report to the Judicial Council that includes, but is not limited to, all of the following information if this information is in the possession of, or readily available to, Verra Mobility:
(1) The number of alleged violations captured by the systems operated. (2) The number of citations issued by Customer based on information collected from the automated traffic enforcement system.
(3) For citations identified in paragraph (2), the number of violations that involved traveling straight through the intersection, turning right, and turning left. (4) The number and percentage of citations that are dismissed by the court. 5) The number of traffic collisions at each intersection that occurred prior to, and after the installation of, the automated traffic enforcement system.

2. CUSTOMER SCOPE OF WORK

2.1 GENERAL IMPLEMENTATION REQUIREMENTS

2.1.1 Within seven (7) business days of the Effective Date of this Agreement, Customer shall provide Verra Mobility with the name, title, mailing address, email address and phone number of:
o A project manager with authority to coordinate Customer responsibilities under this Agreement;
o Court manager responsible for oversight of all Court-related program requirements; o The police contact;
o The court contact;
o The person responsible for overseeing payments by violators (might be court); o The prosecuting attorney;
o The customer attorney;
o The finance contact (who receives the invoices and will be in charge of reconciliation); o The IT person for the police;
o The IT person for the courts;
#5..
- 59 -
____________________________________________________________________________________

Page 17 of 23 ends

o The public works and/or engineering contact responsible for issuing any/all permits for construction; and
o Court manager responsible for oversight of all Court-related program requirements.

2.1.2 Customer and Verra Mobility shall complete the Project Time Line within thirty (30) calendar days of the Effective Date of this Agreement, unless mutually agreed to otherwise by the parties.

Customer shall make every effort to adhere to the Project Time Line.

2.1.3 As requested from time to time by Customer, Verra Mobility will provide Customer with a mockup of the Citation and other notices within fifteen (15) days. Customer shall review the Citation and other notices to ensure conformity with the Laws applicable to Customer. Verra Mobility shall not implement changes to the Citation or other notices without Customer’s prior review and signoff.

2.1.4 Customer intends to utilize its own payment processing channels for the processing of Violation payments. Verra Mobility will not be involved in the payment process. On Customer's Business Rules, Customer will elect Tier 1 Payment Processing, indicating that Verra Mobility will not be involved in the payment process. If Customer would like to utilize the BOS to track payments, Customer will be required to manually enter payments into the BOS.

2.1.5 Customer shall direct the law enforcement agency to execute the Verra Mobility DMV Services Subscriber Authorization (substantially in the form attached as EXHIBIT D) to provide verification to the National Law Enforcement Telecommunications System (NLETS), State Department of Motor Vehicles, or appropriate authority indicating that Verra Mobility is acting on behalf of the Customer for the purposes of accessing vehicle ownership data pursuant to the list of permissible uses delineated in the Drivers Privacy Protection Act 18 U.S.C. 2721, Section (b)(1) and as may otherwise be provided or required by any provision of applicable state law. In addition to the Verra Mobility DMV Services Subscriber Authorization, Customer shall execute agreements or applications as requested by Verra Mobility with departments of motor vehicle to provide Verra Mobility with access to motor vehicle data.

2.1.6 Customer shall prepare, execute, update, and maintain the Business Rules for implementation and operation of the Program. Customer’s failure to timely prepare the Business Rules may impact the Project Time Line. Verra Mobility shall not be liable for Customer’s failure to update and maintain the Business Rules

2.1.7 Customer is responsible for notifying Verra Mobility of any local legislative and/or ordinance changes in writing within forty-eight (48) hours of the first read of the proposed legislation. Verra Mobility will not be responsible for complying with any change in applicable local law, until such time as Verra Mobility has been notified by Customer in writing of the change in Law.

2.1.8 Customer is responsible for all final jurisdictional issues, including but not limited to as they pertain to issuance of Citations, adjudication of Violations, and intergovernmental authorities. Pursuant to California Vehicle Code section 21455.5(c)(2)(F), Customer shall maintain controls necessary to ensure that only citations that have been reviewed and approved by the Modesto Police Department are delivered to violators.

2.1.9 Once a Notice to Proceed is granted to Verra Mobility in writing, Customer shall not issue a stop work order to suspend activity on the implementation process, unless Customer reimburses Verra Mobility for costs incurred up to the date the stop work order is issued.

2.1.10 Customer will comply with all applicable Laws relating to its conduct with respect to the Program, and Customer shall not use the Camera Systems or BOS for any purpose not permitted by Law.
#5..
- 60 -
____________________________________________________________________________________

Page 18 of 23 ends

2.1.11 Customer shall process each Event in accordance with state law and/or municipality ordinances within three (3) business days of its appearance in the law enforcement review queue, using BOS to determine which Events constitute Violations that will be issued as Citations. In the event that Customer fails to process Events within this timeframe, Verra Mobility shall not be liable for failure of the BOS System to allow Customer to issue a notice or Citation within statutory timeframes.

2.1.12 In the event that remote access to the BOS System is blocked by Customer network security infrastructure, Customer’s Department of Information Technology shall coordinate with Verra Mobility to facilitate appropriate communications while maintaining required security measures.

2.2 STREETS AND TRAFFIC DEPARTMENT OPERATIONS

2.2.1 All Camera Systems are intended to remain installed for the duration of the Agreement. If Customer requests that Verra Mobility move a System to a new Approach after initial installation, Customer shall pay for the total cost to relocate the System.

2.2.2 If a construction or improvement project requires an installed Camera System to be deactivated or requires a Camera System, including imbedded sensors, to be moved or removed, Customer shall pay a reduced monthly fee of $2,500 per month for the deactivated Camera System during the time the Camera System is deactivated and pay any costs incurred by Verra Mobility for removing, and if applicable reinstalling, the System. If the System shall be reinstalled after project is completed, in lieu of paying the reduced monthly Fee while Camera System is deactivated Customer may instead elect through a Change Order, or other written modification to the Agreement, to extend the current term of the Agreement for the time period the Camera System was deactivated.

2.2.3 Prior to the installation of any System, Customer shall provide Verra Mobility information regarding any and all road construction or improvement projects scheduled during the term of this Agreement for any Approach designated for System installation. In addition, within thirty (30) days of becoming aware of anticipated construction that may result in the deactivation or removal of a System or otherwise impact an Approach during the term of this Agreement, Customer shall notify Verra Mobility of any such construction.

2.2.4 Customer will design, fabricate, install and maintain camera warning signs required by Law for purposes of operating the Program. If Customer cannot provide such signage, Verra Mobility will do so, and Customer shall reimburse Verra Mobility for such costs. Even if Verra Mobility provides such signage, Customer shall remain responsible for maintaining such signage.

2.2.5 Customer understands that proper operation of the System requires access to traffic signal phase connections. Customer, therefore, shall provide free access to traffic signal phase connections according to approved design. When traffic signal phase connections are not under the jurisdiction of Customer, it shall be Customer’s responsibility to negotiate agreements with the owner or maintaining agency of the traffic signal controller and infrastructure in order to provide the required access to said phase connections and infrastructure and any costs associated with needed agreements shall be funded by Customer.

2.2.6 Customer understands that proper operation of the System sometimes requires attachment of certain items of detection equipment to existing signal masts, mast arms and/or other street furniture. Customer, therefore, shall provide free access to Verra Mobility to attach certain items of detection equipment to existing signal masts, mast arms and / or other street furniture, if required for the proper operation of the System.

2.2.7 Customer shall allow Verra Mobility to access power from existing power sources at no cost and, if applicable, shall allow or facilitate access to traffic signal phase connections to a pull box, pole base, or controller cabinet nearest to each System within Customer’s jurisdiction. If these items are not made available, the costs of any additional conduit or power infrastructure needed to support installation of the System shall be funded by Customer. Verra Mobility may agree to cover these upfront costs and separately bill Customer through the monthly invoice over a period not to exceed #5..
- 61 -
____________________________________________________________________________________

Page 19 of 23 ends

one year. If existing power sources are not immediately available, Customer will allow Verra Mobility to use temporary power until the existing power is established. In situations where it is not possible to obtain electrical power from a pre-existing source, Customer shall bear the costs (or reimburse Verra Mobility) for obtaining/routing power. When access to power facilities is not under the jurisdiction of Customer, it shall be Customer’s responsibility to negotiate any necessary agreements with the owner or maintaining agency of the power facility and infrastructure in order to provide required access to said power facilities and infrastructure. Any costs associated with the needed agreements shall be funded by Customer.

2.2.8 Customer shall approve or reject Verra Mobility submitted plans within seven (7) business days of receipt. Customer shall use best efforts to ensure that the total duration between submittal and finalization does not exceed ten (10) days for plan approvals when plans are being reviewed and permitted by any state, county, and/or local agencies.

2.2.9 Customer, or any department of Customer, shall not charge Verra Mobility or its subcontractor(s) for building, construction, electrical, street use and/or pole attachment permits, including any fee for traffic control services and permits during installation or maintenance of a System. Customer shall also apply for, when in Customer’s name, or coordinate the application for, when in the name of a Customer agency, school, or school district, and fund any and all needed state, local, and/or county permits, including any traffic control permits.

2.2.10 Customer understands and agrees that time is of the essence and that public safety is at issue and shall issue all needed permits to Verra Mobility and its subcontractor(s) within three (3) business days of plan approval. Customer shall provide its best efforts to aid in achieving these timeframes for permit issuance when permitted by any state, local, and/or county agency.

2.2.11 If required by the submitted design plan for proper operation, Customer shall allow Verra Mobility to install vehicle detection sensors in the pavement of roadways within Customer’s jurisdiction, as permitted. Customer shall provide its best efforts to aid in acquiring any and all required permission and permits when the roadway is under the jurisdiction of the state or county.

2.2.12 Customer shall allow Verra Mobility to build needed infrastructure into any existing Customerowned easement.

2.2.13 If use of private property right-of-way is needed, Customer shall assist Verra Mobility in acquiring permission to build in existing utility easements as necessary. Any costs for private property rightof-way lease/rental costs shall be borne by Customer as it is expressly excluded from the base fee structure identified in the fee schedule.

2.3 COURTS OPERATIONS

2.3.1 Customer is responsible for the adjudication of Citations in accordance with all applicable Laws.

2.3.2 Citations will be processed, and disputes heard, through the Superior Court of California, County of Stanislaus.

2.3.3 Customer shall handle inbound and outbound phone calls and correspondence from defendants who have questions about disputes and other issues relating to Citation adjudication. Customer may refer citizens with questions regarding the Camera System technology and processes to websites and/or toll free telephone numbers provided by Verra Mobility for that purpose

2.2.1 Verra Mobility shall provide Customer with access to its online BOS adjudication processing module which will enable the adjudication function to review cases, related images, and other related information required to adjudicate disputed Citations. If instead of using the online adjudication processing module in BOS Customer desires to integrate Verra Mobility data into its adjudication system, subject to feasibility, Verra Mobility shall provide a court interface. Customer is responsible for the cost of development of any such court interface, including any costs charged #5..
- 62 -
____________________________________________________________________________________

Page 20 of 23 ends

by a third-party vendor. Customer is responsible for entering all final dispositions of Citations including all payments of Citations into the BOS System, either directly through the online adjudication processing module or through the court interface.

3. ENHANCED VIDEO SERVICES
Verra Mobility shall provide video enhancements that permit Customer to perform remote video retrieval at each red light Approach (“Enhanced Video Services”). Customer is responsible for and will pay for any of its data storage costs or other usage-based costs that it may incur in connection with its use of the Enhanced Video Services. Customer agrees to comply with all Laws with respect to its access to and use of the Enhanced Video Services, including without limitation any Laws relating to data privacy or photo enforcement.

Customer expressly acknowledges that Verra Mobility is under no obligation to retain for any period of time any data produced by the Enhanced Video Services. Customer acknowledges that once it obtains a requested video file, it is responsible for any preservation, and associated storage requirements that may be required by Law for the video file. Customer agrees that since the requested video file is not required by Verra Mobility to continue to perform the services under the Agreement, the video file and any resulting public records shall be transferred to the Customer prior to the termination of the Agreement and the Customer shall serve as the records custodian for any public records created. Customer agrees to assume responsibility to respond to, and if appropriate defend, at its sole expense, any requests for data or information obtained through the Enhanced Video Services, whether by formal public records request or otherwise. Verra Mobility shall not be responsible for any storage, storage costs or public records requests pertaining to the historical video obtained through the Enhanced Video Services or the provision of access to the Enhanced Video Services to anyone other than Customer.

Customer hereby agrees to indemnify and defend Verra Mobility Parties to the fullest extent then contemplated by the governing and applicable Law against any and all Losses which may be imposed on or incurred by any Verra Mobility Party arising out of or related to: (a) Customer’s use of the Enhanced Video Services, (b) Customer’s misuse of or failure to maintain the security of the data access through the Enhanced Video Services; (c) Customer’s violation of any Laws; and (d) any breach of this Agreement by Customer related to Customer’s use of the Enhanced Video Services.

The Customer agrees the Enhanced Video Services shall be subject to the following: (i) historical video is stored at the Camera site for a time period of approximately 30 days; (ii) requested video files pursuant to the Enhanced Video Services will be available for Customer download within 1 business day of request and will be available for retrieval for approximately 30 days; (iii) video file requests from historical video are limited to 30 minutes; if additional footage is required, additional requests may be made by Customer; and (iv) to avoid unintended data usage charges, streaming video is limited to 10-minute sessions. After 10 minutes, users will be prompted to reconnect.

EXHIBIT C

FORM OF NOTICE TO PROCEED
Reference is made to the Professional Services Agreement by and between American Traffic Solutions, Inc., doing business as Verra Mobility (“Verra Mobility”) and ______________ (“Customer”), dated as of [date] (the “Agreement”). Capitalized terms used in this Notice to Proceed shall have the meaning given to such term in the Agreement.

Customer hereby designates this implementation of Systems at the Approaches listed below. Verra Mobility shall make its best efforts to install a System within sixty (60) days of permits being granted and power delivered for each agreed-upon Approach, providing that Customer has received permission for all implementations in writing from any third-party sources.

Below is a list of Approaches provided by Customer, which have been analyzed based on traffic volumes, road geometry, and existing infrastructure and are believed to be locations at which a System would increase public safety.

If any of the below locations are unable to obtain CalTrans approval, Verra Mobility will work with the City to find alternative locations as a replacement.
#5..
- 63 -
____________________________________________________________________________________

Page 21 of 23 ends

Execution of this Notice to Proceed by Customer shall serve as authorization for the installation of Systems for all Approaches designated as follows:

Approach (Direction & Street) Type of Enforcement Camera System Solution EB Briggsmore Ave. @ Coffee Rd Red-Light HALO
EB Sylvan Ave. @ Coffee Rd Red-Light HALO
EB Briggsmore Ave. @ Carver Rd. Red-Light HALO
EB Pelandale Ave. @ Carver Rd Red-Light HALO
NB Oakdale Rd. @ Briggsmore Ave. Red-Light HALO
SB McHenry Ave @ Standiford Ave Red-Light HALO
NB El Vista / Oakdale Rd @ Scenic Dr Red-Light HALO
NB N Carpenter Rd @ Kansas Ave Red-Light HALO
NB 9th St @ G St Red-Light HALO
WB Yosemite Blvd @ S Santa Rosa Ave Red-Light HALO
Customer understands that implementation and installation of any Approach is subject to Site Selection Analysis and engineering results.

Customer recognizes the substantial upfront costs Verra Mobility will incur to construct and install the Systems for the above listed Approaches. Customer agrees that the Systems authorized by this Notice to Proceed for the abovelisted Approaches shall remain installed and operational for the duration of the current term of the Agreement. Verra Mobility reserves the right to bill Customer for any upfront costs associated with the Approaches listed above in the event Customer elects to cancel or suspend the installation.

IN WITNESS WHEREOF, Customer has executed this Notice to Proceed as of the date written below.

CITY OF MODESTO, CALIFORNIA
By:

Name:

Title:

Date
ACKNOWLEDGED AND AGREED TO BY:

AMERICAN TRAFFIC SOLUTIONS, INC.

By:

Name:

Title:

Date
#5..
- 64 -
____________________________________________________________________________________

Page 22 of 23 ends

EXHIBIT D

DMV SERVICES SUBSCRIBER AUTHORIZATION
Agency ORI: _____________
September 12, 2022
Frank L. Minice, Executive Director/CEO
National Law Enforcement Telecommunications System, Inc. (NLETS) 1918 W. Whispering Wind Drive
Phoenix, AZ 85085
Dear Mr. Minice:

Re: Authorization for ORI Code: ________
The CUSTOMER authorizes American Traffic Solutions, Inc. dba. Verra Mobility to use the CUSTOMER ORI _______ for the limited purpose of obtaining vehicle registration information through NLETS.

This letter acknowledges that a contract to perform automated enforcement between the CUSTOMER and American Traffic Solutions, Inc., doing business as Verra Mobility (“Verra Mobility”) is in force. As a requirement of and in performance of that contract between the CUSTOMER and Verra Mobility, it will be necessary for Verra Mobility to access Nlets for motor vehicle data on our agency’s behalf.

Select ONE of the following as applicable for the Customer’s program and delete all others before sending to Customer.

This program will operate within the Alcyon environment under partner ORI AZNlets91.

This program will operate within the Legacy Redflex environment under partner ORI AZNlets91. -ORThis program will operate within the Axsis environment under partner ORI AZNlets97.

Please accept this letter as authorization from the CUSTOMER for Verra Mobility to run motor vehicle inquires for this purpose. This authorization will automatically expire upon the termination of the contract between CUSTOMER and Verra Mobility; and,such authorization is limited to violations detected by the automated enforcement camera systems.

By completing the information below and signing this letter, I am stating that I am a member of and have the authority to extend this authorization on behalf of the CUSTOMER.

SUBSCRIBER INFORMATION
Subscriber Agency/Name
Nlets Agency ORI
Name/Title of Authorized
Representative
Mailing Address
Telephone Fax
Email
Signature of Authorized
Representative
Date Signed
#5..
- 65 -
____________________________________________________________________________________

Page 23 of 23 ends

EXHIBIT E

RETENTION SCHEDULE
[This schedule to be completed in conformity with applicable state and local law.

Type of Record Minimum Verra Mobility Retention Period
Violation Images* (including video clips and related
metadata)
Six (6) months from date information was obtained or
until final disposition of the citation, whichever date is later.

Non-Violation Images (including video clips and
related metadata)**
Six (6) months from event capture date.

Individually Identifiable Violation Records* Six (6) months from date information was obtained or until final disposition of the citation, whichever date is later.

Individually Identifiable Non-Violation Records** Six (6) months from event capture date Audio recording from contact center 90 days from call
Written correspondence with citizens regarding
Violations
Two (2) years from the date of correspondence.

Maintenance Records Two (2) years from date of final adjudication.

Other Program Records Two (2) years from termination of the Agreement. * Violation Image: an image of a Violation issued as a Citation.

Individually Identifiable Violation Records: a record containing individually identifiable information pertaining to a Violation issued as a Citation.
** Non-Violation Image: an image of an Event not issued as a Citation.

Individually Identifiable Non-Violation Records: a record containing individually identifiable information pertaining to an Event not issued as a Citation.

This records retention schedule does not apply to any Event data captured by the Camera System, but not uploaded into BOS. For the avoidance of doubt, this records retention schedule does not apply to any records related to any Pilot Data
#5..
- 66 -
Exhibit 1:

Insurance Requirements for Most Contracts
(Not for Professional Services or Construction Contracts) 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.

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 non-contributory, 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 #5..
- 67 -
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:

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. For completed operations, 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 noncontributory” 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.
#5..
- 68 -
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.

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
#5..
- 69 -
Bid Tabulation Summary
Solicitation Type: Proposal
Invitation #: PE05-21
Description: Traffic Control, Enforcement & Signal
Preemption Equipment
Proposal Opening Date: Dec. 02, 2020
Notes:

Proposers scoring the minimum 70 points or above may be offered a contract, but the number of contracts offered in any Product Category will be based soley on H-GAC's determiniation what best serves the interests of Program Participants.

Offeror Manufacturer HGAC
Product Code
H-GAC Price
(% Discount
Off List For
Catalog Type
Bids)
H-GAC Score
Consolidated Traffic Controls, Inc.
n/a

HA, KA, LD,

PG, RG, UG,
UC
n/a 84
Applied Information Inc.
n/a DA, DI, DG n/a 91
K&K Systems, Inc.
n/a HHG, HHF n/a 90
UR International, Inc.
n/a XI n/a 73
American Traffic Solutions
n/a CE n/a 87
Electrotechnics Corporation (Eltec)
n/a GG n/a 83
Paradigm Traffic Systems, Inc.
n/a DA, FC, DG,
SH, DI, FI n/a 72
Twincrest Inc. dba Twincrest
Technologies n/a YC, SC n/a 95
#5..
- 70 -
Texas Highway Products, Ltd
n/a

AAC, BBF,

CCG, DDG,

EEG, FFF,

GGF, KG
n/a 87
#5..
- 71 -

COOPERATIVE PURCHASING PROGRAM
Houston-Galveston Area Council of Governments
3555 Timmons, Suite 120, Houston, TX 77027
Phone: 800-926-0234 Fax: 713-993-4548
www.hgacbuy.org
INVITATION TO SUBMIT COMPETITIVE: BIDS PROPOSALS
INVITATION NO.: PE05-21 ISSUE DATE: Oct 29, 2020
CATEGORY: TRAFFIC CONTROL, ENFORCEMENT & SIGNAL PREEMPTION EQUIPMENT

PURPOSE OF THIS INVITATION
The Cooperative Purchasing Program (HGACBuy) of the Houston-Galveston Area Council of Governments is soliciting offerings for the furnishing of products/services as described herein.

NOTE: Only responses submitted online will be accepted. Responses are scheduled to be formally “opened” by H-GAC on the date and time indicated in the table below. Any responses submitted later than 1:00 p.m. on the due date will be deemed non-responsive and rejected.

PROCUREMENT SCHEDULE & DETAILS
DRAFT SPECIFICATION / INVITATION: September 17, 2020
PRE-BID/PROPOSAL CONFERENCE: September 30, 2020 @ 9:00 a.m. CT; Online FINAL SPECIFICATION / INVITATION: October 29, 2020
PROPOSAL RESPONSES DUE: December 2, 2020, @ 1:00 p.m. CT; H-GAC Clock PUBLIC RESPONSE OPENING: December 2, 2020 @ 2:00 p.m. CT; H-GAC Clock RECOMMENDATIONS TO BOARD: March 16, 2020
CONTRACT START DATE & TERM: May 1, 2021 – April 30, 2023 (2 years) The documents comprising this Invitation are available via web download at: https://www.hgacbuy.org/bids/ For assistance regarding this Invitation, please contact:

Name: Bill Burton Phone: 832-681-2514 E-mail: [email protected]

CONTENTS OF THIS INVITATION
SECTION-A: General Terms & Conditions
SECTION-B: Product/Service Specific Requirements & Specifications SECTION-C: HGACBuy Forms
SECTION-D: Pro-Forma (Sample) Contract
FORMS: W-9, CIQ, 1295, HB89, CCI
#5..
- 72 -

ELECTRONIC SUBMISSION
IMPORTANT:

Responses will be accepted by online electronic submission only. There will be two (2) links provided in the solicitation documents detailing the following:
• How to submit your bid electronically
• Instructions on uploading your bid
These links can be downloaded from HGACBuy’s website, https://www.hgacbuy.org/bidnotices #5..
- 73 -
Revised: 04/16/18 Page 1 of 20

SECTION A

GENERAL TERMS & CONDITIONS

FOR BIDS AND PROPOSALS
INVITATION NO. PE05-21
DESCRIPTION: Traffic Control, Enforcement & Signal Preemption Equipment

TABLE OF CONTENTS

1. INTRODUCTION ................................................................................................................................................2

2. DEFINITIONS, ABBREVIATIONS & ACRONYMS ........................................................................................2

3. NON-BINDING ORAL COMMENTS ................................................................................................................4

4. STRUCTURE OF RESPONSE ............................................................................................................................4

5. BASIC REQUIREMENTS & CONDITIONS......................................................................................................4

6. OFFEROR'S AUTHORIZED SIGNATORY.......................................................................................................5

7. SURETY FOR INSURANCE ..............................................................................................................................6

8. CONFIDENTIAL / PROPRIETARY MATERIALS ...........................................................................................6

9. REFERENCES .....................................................................................................................................................6

10. INSURANCE ...................................................................................................................................................6

11. OFFEROR CERTIFICATIONS.......................................................................................................................7

12. HISTORICALLY UNDERUTILIZED BUSINESS (HUB) PARTICIPATION .............................................7

13. NON-RESIDENT RECIPROCAL SALES ACT .............................................................................................8

14. TEXAS MOTOR VEHICLE COMMISSION CODE & LICENSING............................................................8

15. INTENT AND SCOPE OF SPECIFICATIONS ..............................................................................................8

16. REQUIREMENTS APPLICABLE TO PHYSICAL GOODS.........................................................................8

17. PRODUCT CODES .........................................................................................................................................8

18. SPECIFIC DESCRIPTIVE REFERENCES.....................................................................................................9

19. MANUALS ......................................................................................................................................................9

20. STANDARD FEATURES & OPTIONS .........................................................................................................9

21. WARRANTIES, SALES & SERVICE ..........................................................................................................10

22. H-GAC ORDER PROCESSING CHARGE ..................................................................................................11

23. PRE-PAYMENTS AND DISCOUNTS .........................................................................................................11

24. INSPECTION / TESTING .............................................................................................................................11

25. PRODUCT DELIVERY.................................................................................................................................11

26. OFFERED PRODUCT ITEM VARIANCES ................................................................................................11

27. REQUIREMENTS FOR SUBMISSION OF A RESPONSE.........................................................................11

28. CLARIFICATION TO SPECIFICATIONS & REQUIREMENTS...............................................................13

29. INCONSISTENT INFORMATION...............................................................................................................14

30. REJECTION OF RESPONSES......................................................................................................................14

31. WITHDRAWAL OR MODIFICATION OF RESPONSES ..........................................................................14

32. RESPONSE EVALUATION .........................................................................................................................14

33. ORDER OF PRECEDENCE PRIOR TO CONTRACT AWARD ................................................................15

34. AWARD OF CONTRACT ............................................................................................................................15

35. PRO-FORMA CONTRACT ..........................................................................................................................15

36. CONTRACT TERM ......................................................................................................................................15 #5..
- 74 -
Revised: 04/16/18 Page 2 of 20

37. PERFORMANCE & PAYMENT BOND ......................................................................................................15

38. CHANGE ORDERS.......................................................................................................................................15

39. DUPLICATION OF TERMS OR STATEMENTS........................................................................................15

40. PUBLICITY ...................................................................................................................................................15

41. TAXES ...........................................................................................................................................................16

42. DRUG FREE WORKPLACE ........................................................................................................................16

43. PRODUCT NOTICES & MAILINGS ...........................................................................................................16

44. HANDLING OF ORDERS & PAYMENTS..................................................................................................16

45. PRICE CHANGES.........................................................................................................................................17

46. CONTRACT ITEM CHANGES....................................................................................................................17

47. FORCE MAJEURE........................................................................................................................................18

48. PERFORMANCE UNDER CONTRACT .....................................................................................................18

49. CONTRACTOR ORIENTATION/TRAINING.............................................................................................18

50. LEGAL & CONTRACTUAL REMEDIES ...................................................................................................19

51. NATIONWIDE SALES OPPORTUNITIES..................................................................................................20

1. INTRODUCTION
The Houston-Galveston Area Council (H-GAC) is a "Government-to-Government" procurement service for States, State Agencies, Local Governments, Districts, Authorities, and qualifying Not-for-Profit Corporations (End Users).

End Users become Members of the H-GAC Cooperative Purchasing Program (HGACBuy) by executing an Interlocal Contract, which is free of cost and evergreen unless cancelled. HGACBuy, acting on behalf of Members, is soliciting competitive offerings for the furnishing of products and/or services, as described elsewhere, which MAY be purchased by Members during the contract term. Members using the Program issue purchase orders directly to HGACBuy contractors.

2. DEFINITIONS, ABBREVIATIONS & ACRONYMS
The following definitions, abbreviations and acronyms may be found in these specifications, and shall be interpreted herein as specified below.

Definitions and Abbreviations:

Acceptance. Acceptance takes place when the End User agrees with the Contractor that the terms and conditions of the contract have been met and verified. Acceptance is not the same as Receipt, and can only occur after intact shipping, inspection by End User, and any onsite testing that has been stipulated as part of the order Aggregate/Single Occurrence. The term "aggregate" in insurance terms is the sum of all claims against a specific policy for a specific loss incident. The term "single occurrence" differentiates between multiple claims and single claims against a specific policy. The inherent value of a policy's aggregate value is less important to an End User than is the value of a single claim as stated under "single occurrence." Approved. Acceptable to the "authority having jurisdiction." ARO. “After Receipt of Order”. Used in conjunction with a defined time period (usually days or weeks) to establish the delivery or lead time pursuant to any individual purchase transaction. In the case of orders for bodies which will be mounted on a customer furnished cab/chassis, the term ARO shall be construed to mean “After Receipt Of Cab/Chassis”.

Authority Having Jurisdiction. The authority shall be either H-GAC or the relevant End User based on the requirements as stated in each specification item. Unless specifically stated, the authority shall be H-GAC.

Bidder. Any entity that submits a competitive bid to this Invitation. (See also "Offeror") Change Order. Request by an End User for a change in the composition of an already submitted purchase order, for example to change quantity ordered, add or delete items, etc.

Contract. Specifically, a contract between H-GAC and a successful Offeror which is executed based on an award made pursuant this Invitation.
#5..
- 75 -
Revised: 04/16/18 Page 3 of 20
Contract Pricing Worksheet. The standard H-GAC form to by used by Contractor in preparing a quotation to an End User, upon which End User's purchase order will be based. Contractor may use another quotation form provided it contains required information, and only if approved by H-GAC.

Contractor. The contracted business entity responsible for fulfilling a contract executed pursuant to this Invitation.

Dealer/Distributor. A duly authorized and/or franchised business entity which sells and services a manufacturer’s product in a specified marketing area.

Defect. A discontinuity in a part or a failure to function that interferes with the service or reliability for which the part was intended.

Electronic Media. As used herein, means computer based media such as 100mb Zip Disk, CDRom, e-mail, e-mail attachment, file downloaded from the web, etc.

End User. (See "Participant" and “Member”)
Listed. Equipment or materials included in a list published by an organization, acceptable to the "Authority Having Jurisdiction" and concerned with product evaluation, that conducts periodic inspection of production of listed equipment or materials and whose listing states either that the equipment or materials meet appropriate standards or has been tested and found suitable for use in a specified manner. NOTE: The means for identifying listed equipment may vary for each organization concerned with product evaluation, some of which do not recognize equipment as listed unless it is also labeled. The "authority having jurisdiction" should utilize the system employed by the listing organization to identify a listed product.

Manufacturer. The person or persons, company firm, corporation, partnership, or other organization responsible for taking raw materials or components and making a finished product.

May. A term indicating a permissive use or an acceptable alternative to a specified requirement.

Member. An authorized Participant in the Program. (See "Participant" and “End User”) Motor Vehicle. The meaning of this term shall be based on the legal definition ascribed to it by the laws and/or regulations of the state in which any specific sale made pursuant to a Contract takes place.

Must. A term indicating a mandatory requirement.

Offer or Offering. Any product or service offered in reply to this Invitation.

Offeror. Any entity that submits a competitive bid or proposal in response to this Invitation. Bidder or Proposer.

Participant. Generally, any qualifying governmental or non-profit entity which has executed an Interlocal Contract for cooperative purchasing services with H-GAC.

Product Liability Insurance. Failure of Components and/or assembled equipment resulting in personal injury, disability or death and/or property damage is covered under the product liability insurance provisions.

Product or Product Item. Any of the specific goods, materials, equipment or service(s) specified in this Invitation.

This term encompasses the base line item itself, and any and all accessories, options, modifications, ancillary services, assembly, testing, etc. that may be included in the delivered Product.

Proposer. Any entity that submits a competitive proposal in response to this Invitation. (See also "Offeror") Purchaser. The End User having responsibility for the specification, requisition, ordering and acceptance of the Product or Service. (See also "End User")
Purchasing Authority. The agency that has sole responsibility and authority for negotiating, placing and, if necessary, modifying any solicitation, purchase order, or other award issued by a governing body [H-GAC].

Quotation. See "Contract Pricing Worksheet".

Receipt. Receipt takes place when a Product or Service is delivered to an End User and a document is executed that establishes that the Product is now in the possession of the End User or that the Service has been completed.

Receipt DOES NOT connote or imply Acceptance.

Response. All or part of any offering submitted in response to this Invitation.

Shall. A term indicating a mandatory requirement or action.

Should. A term indicating a recommended or advised response to a specified requirement.

Vendor. A manufacturer's representative or dealer authorized to make sales and supply parts and service.

Acronyms:

ANSI = American National Standards Institute
ASTM = American Society for Testing and Materials
ASME = American Society of Mechanical Engineers
CFR = U.S. Code of Federal Regulations
#5..
- 76 -
Revised: 04/16/18 Page 4 of 20
DOJ = U.S. Department Of Justice
DOT = U.S. Department Of Transportation
EPA = U.S. Environmental Protection Agency
FAA = Federal Aviation Administration
FMVSS = U.S. Federal Motor Vehicle Safety Standards
H-GAC = Houston-Galveston Area Council of Governments
IEEE = Institute of Electrical and Electronics Engineers MVD = Motor Vehicle Division of Texas Department of Transportation NFPA = National Fire Protection Association
NHTSA = National Highway Traffic Safety Administration
NIOSH = National Institute For Occupational Safety And Health NIST = National Institute of Standards and Technology
NTEA = National Truck Equipment Association
OSHA = U.S. Occupational Safety and Health Administration RRC = Railroad Commission of Texas
SAE = Society of Automotive Engineers
TBPC = Texas Building and Procurement Commission (formerly GSC) TxDOT = Texas Department Of Transportation
UL = Underwriter's Laboratories Inc.

VTCS = Vernon's Texas Civil Statutes

3. NON-BINDING ORAL COMMENTS
No oral comment, utterance or response made by any employee, member, or agent of H-GAC or any Member of the Cooperative Purchasing Program shall be considered factual or binding with regard to this Invitation, or any contract awarded as a result of this Invitation. Valid and binding terms, conditions, provisions, changes or clarifications, or requests thereof, shall ONLY be communicated written form.

4. STRUCTURE OF RESPONSE
Depending on the Product or Service, market structures and sales practices can differ substantially. For example, dealers may sell into any market or may be restricted to certain territories, manufacturers may sell direct or may be limited by law to selling thru independent dealerships, etc. H-GAC’s objective is to ensure that End Users, no matter where located, can buy contracted products/services and receive quality and timely service and support, while at the same time allowing for the most appropriate and effective response to this Invitation. Therefore, responses to this Invitation will be accepted in conformance with the following scenarios and requirements:

A. Single Respondent Acting Alone Or As "Lead" For A Group:

Offeror shall complete and sign a Form A and, if contracted, shall be solely responsible for all contractual requirements including administration, processing of purchase orders and handling of payments for transactions which may involve other dealers who actually deliver the products or services.

B. Multiple Respondents Acting Jointly:

A single Response shall be submitted, and each party to the Response shall complete and sign a separate Form A to be included in the single Response. If the Response is successful each party shall sign a separate contract with H-GAC and shall be responsible for compliance with all terms and conditions. Only those which have executed a written contract with H-GAC may process purchase orders and payments.

In any event, Offeror may be a party to one, and only one, response.

5. BASIC REQUIREMENTS & CONDITIONS
a. The final requirements and specifications contained herein may be different, perhaps materially, from those in the “Invitation To Attend Pre-Bid / Pre-Proposal Conference”, if any. It is Offeror’s sole responsibility to thoroughly examine and review all documentation associated with this Invitation, including any Addendums, and to insure that any response submitted complies in every respect with all requirements. #5..
- 77 -
Revised: 04/16/18 Page 5 of 20
b. Any Addendum to this Invitation which may be required prior to the Response due date will be delivered to those prospective Offerors of record who have previously obtained a copy of this Invitation from H-GAC.

Prospective Offerors shall be responsible for obtaining all documents relating to submission of a Response. c. Offeror shall thoroughly examine any drawings, specifications, schedules, instructions and any other documents, supplied as a part of this Invitation, and is solely responsible for understanding and compliance. d. H-GAC shall not be liable for Offeror's incomplete documentation, or for any costs associated with preparation and submission of any Response hereto. Additionally, all components of any Response become the property of H-GAC, and shall be considered to be in the public domain. e. Offeror shall make all investigations necessary to become thoroughly informed regarding any plan and/or infrastructure that may be required to support delivery of any Product or Service covered by this Invitation. No plea of ignorance by Offeror stemming from failure to investigate conditions that may now or hereafter exist, shall be accepted as a basis for varying H-GAC's requirements, or Offeror's/Contractor's obligations or entitlements.
f. Requests for changes to the requirements or specifications herein must be in writing (e-mail, fax, letter) and must be received by H-GAC no later than fifteen (15) calendar days prior to the Response Due Date. H-GAC will review such requests, but may or may not make changes at its sole discretion. Changes, if any, will only be made by written Addendum sent to addressees of record. In any event, it is Offeror's sole responsibility to insure that any and all Addendums which may have been issued have been received and addressed. g. By submission of a response, Offeror expressly understands and agrees that all terms and conditions herein will be part of any subsequent contract that is executed pursuant to this Invitation. h. Offeror is advised that all H-GAC contracts are subject to the legal requirements established in any applicable Local, State or Federal statute.
i. Offeror/Contractor must be in compliance with all licensing, permitting, registration and other applicable legal or regulatory requirements imposed by any governmental authority having jurisdiction. It is Offeror/Contractor’s responsibility to insure that this requirement is met, and to supply to H-GAC upon request, copies of any license, permit or other documentation bearing on such compliance. j. Unless otherwise established elsewhere in this Invitation, NO minimum purchase quantities or spending levels are provided or guaranteed by H-GAC or any End User.
k. This Invitation is not meant to restrict competition, but rather is intended to allow for a wide range of responses. l. Responses which are 'qualified' with conditional clauses or alterations of or exceptions to any of the terms and conditions in this Invitation may be deemed non-compliant at H-GAC's sole discretion. m. The term ‘Offeror’, or derivative thereof, shall become synonymous with ‘Contractor’ for any successful Offeror recommended for a contract pursuant to this Invitation. n. H-GAC reserves the right to:
• Reject any and all offers received in response to this Invitation. • Reject any part of an offer received in response to this Invitation. • Determine the correct price and/or terminology in the event of any discrepancies in any response. • Accept a response from, and enter into agreement with, other than the lowest price Offeror. • Accept responses and award contracts to as many or as few Offerors as H-GAC may select. • Amend, waive, modify, or withdraw (in part or in whole) this Invitation, or any requirements herein. • Hold discussions with Offerors, although award may be made without discussion. • Request an Offeror to give a presentation of the Response at a time and place scheduled by H-GAC. • Exercise any of these rights at any time without liability to any Offeror. o. H-GAC reserves the right to determine that conditions exist which prevent the public opening of responses on the date and at the time advertised, and to reschedule the public opening for a future date and time. Responses received by H-GAC by the original deadline will be secured unopened until the rescheduled opening date and time, and those having timely submitted such responses will be notified.

6. OFFEROR'S AUTHORIZED SIGNATORY
The signatory shall be authorized to sign and contractually bind Offeror, and shall sign any and all Response documentation requiring a signature.
#5..
- 78 -
Revised: 04/16/18 Page 6 of 20

7. SURETY FOR INSURANCE
Contractor shall be responsible for using a surety company properly licensed by any and all states in which Contractor will do business with Participants. The surety company shall not expose itself to any loss on any one risk in an amount exceeding ten percent (10%) of its surplus to policy holders, provided any risk or portion of any risk shall have been reinsured, and such reinsurance shall be deducted in determining the limitation of risk applicable to H-GAC's insurance requirements.

8. CONFIDENTIAL / PROPRIETARY MATERIALS
All documentation submitted as part of Offeror's response to this Invitation will be considered to be in the public domain and may be made available to Members and others, after contract award, upon properly submitted request. If Offeror submits documents marked “confidential” or “proprietary”, the Response may be deemed non-compliant.

9. REFERENCES
a. Offeror shall list the names of at least five government agencies within the continental United States which have purchased from Offeror products or services similar to those covered by this Invitation, within the last two years. H-GAC reserves the right to determine if such products or services are appropriately similar. b. Offeror may provide reference information in whatever format desired, but each should include the following specific information:
• Agency name
• Contact person name
• Address
• Phone & Fax numbers
• Description of product(s) or service(s) and date sold c. Other information, including criticism however learned, may be used by H-GAC in evaluation of responses.

10. INSURANCE
a. Unless otherwise stipulated in Section B, Offeror/Contractor must have the following insurance and coverage minimums:

General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit.

Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B – Product Specific of this Invitation.

Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as part of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC.
b. Insurance coverage shall be in effect for the length of any contract made pursuant to this Invitation, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period.
c. Original Insurance Certificates must be furnished to H-GAC on request, showing Offeror/Contractor as the insured and showing coverage and limits for the insurances listed above. d. If any Product(s) or Service(s) will be provided by parties other than Offeror/Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. e. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy.
#5..
- 79 -
Revised: 04/16/18 Page 7 of 20

11. OFFEROR CERTIFICATIONS
Offeror, by submission of a Response hereto, makes the following certifications under penalty of perjury and possible contract termination if any of these certifications are found to be false.

Non-Collusive Response
a. The prices in the Response have been arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other Offeror or potential competitor.
b. The prices which have been quoted in the Response (unless otherwise required by law), have not been knowingly disclosed by Offeror and will not be knowingly disclosed by Offeror prior to the public response opening, either directly or indirectly, to any other Offeror or competitor. c. No attempt has been made or will be made by Offeror to induce any other person, partnership or corporation to submit or not to submit a response for the purpose of restricting competition.

Non-Biased Specifications
This Invitation contains no requirements considered to be unduly biased in favor of Offeror or any other Offerors that may be competing for this procurement.

No Financial Interest or Other Conflict
a. No H-GAC officer, employee, Board of Directors member or member of any H-GAC board or commission, nor family member of any such person, has a financial interest, direct or indirect, in Offeror or in any contract Offeror might enter into with H-GAC.
b. No economic or employment opportunity, gift, loan, gratuity, special discount, trip, favor or service has been, or will be, offered or given to any officer, employee, Board of Directors member, or member of any H-GAC board or commission, nor to any family member of any such person.

Debarment and Suspension Status
a. Offeror is not currently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any government agency, nor is Offeror an agent of any person or entity that is currently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transaction by any government agency.
b. Offeror has not within a three year period preceding this Invitation been convicted of or had a civil suit judgement renedered against Offeror for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statement, or receiving stolen property. c. Offeror is not presently indicted for or otherwise criminally or civilly charged by a government entity (federal, state, or local) with commission of any of the offenses enumerated above. d. Offeror has not, within a three year period preceding this Invitation, had any government (federal, state, or local) transactions terminated for cause or default.

Insurance Coverages
Offeror has and will maintain insurance coverage in accordance with the requirements of this Invitation.

Licensing & Permits
Offeror(s) has (have) all licenses and/or permits, required by any and all governmental entities having jurisdiction, to legally sell the products/services offered.

12. HISTORICALLY UNDERUTILIZED BUSINESS (HUB) PARTICIPATION a. To satisfy Texas' statutory requirements [Government Code, Chapter 2161, Subchapter D], H-GAC requires all Offerors to supply information in any bid/proposal response listing (1) the total number of subcontracts and (2) the total number of HUB contracts applicable to the Products or Services offered in the response. Local governments often require this information for their own reporting requirements prior to placing orders through the H-GAC Cooperative Purchasing Program.
b. Offeror must complete Form B and include subcontracts with HUB’s that provide any materials or services related to sales that may be made thru H-GAC’s Cooperative Purchasing Program. #5..
- 80 -
Revised: 04/16/18 Page 8 of 20

13. NON-RESIDENT RECIPROCAL SALES ACT
As required by Texas Civil Statutes in the award of contracts, an offeror which is not a Texas resident business must determine if its state of residence prohibits award of government contracts to Texas resident offerors without penalty. If Offeror’s resident state DOES penalize Texas offerors, Offeror must provide this information along with a copy of its applicable resident state's statute in the Response.

14. TEXAS MOTOR VEHICLE COMMISSION CODE & LICENSING
Sales of motor vehicles in the State of Texas are subject to the Texas Motor Vehicle Commission Code. If this Invitation includes any motor vehicle to be sold in the State of Texas, Offeror certifies by submission of a response hereto that all required Texas Motor Vehicle Commission licenses are in place and current, and that copies of all such licenses have been submitted with the Response. Further, it shall be Contractor's responsibility to keep current all required Texas Motor Vehicle Commission licensing during the term of the contract, and to furnish license copies at any time on request by H-GAC. If Contractor does not maintain current licensing, H-GAC reserves the right to immediately terminate the contract.

NOTE: In accordance with the Texas Motor Vehicle Commission Code, contracts for motor vehicles to be sold within the state of Texas may be made ONLY with properly licensed Texas Motor Vehicle Dealers. Therefore, to be considered for a contract covering Texas End Users, the Response must include a Form A from a licensed Texas Motor Vehicle Dealer

15. INTENT AND SCOPE OF SPECIFICATIONS
a. The intent of the specifications herein is to provide Offeror with sufficient information concerning the Products/Services to be contracted such that Offeror can prepare and submit an acceptable Response. b. The specifications may be detailed or general in nature with regard to any particular Product/Service. Where not otherwise specified, details of construction, materials, or the way in which services will be provided, are left to the discretion of the Offeror, provided only that any offering shall conform, as a minimum, to best Industry standards and practices and to what is currently being sold in the marketplace. c. Responses shall be considered only from Offerors that have established good reputations in their markets, and who furnish satisfactory evidence of ability to supply the Products/Services specified herein. d. Offeror shall show proof of ability to provide to End Users prompt and competent service, including parts if applicable, for all Products/Services covered by this Invitation, by proper completion of a Service Organization Document as described elsewhere herein.

16. REQUIREMENTS APPLICABLE TO PHYSICAL GOODS
In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered must, unless otherwise stipulated in Section B:
a. Be new, unused, and not refurbished.
b. Not be a prototype insofar as the general design, operation and performance. This requirement is NOT meant to preclude Offeror from offering new models or configurations which incorporate improvements in a current design or add functionality, but which in such new model or configuration may be new to the marketplace. c. Include any and all accessories which may or may not be specifically mentioned herein, but which are normally furnished or which are necessary to make a delivered Product ready for its intended use. Such accessories shall be assembled, installed and adjusted such that the Product is ready for continuous operation at time of delivery. d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout the entire quantity of a particular Product as may be purchased simultaneously by any individual End User. a. Be designed and constructed using current industry accepted engineering and safety practices, and materials. b. Be available for inspection at any time prior to or after procurement.

17. PRODUCT CODES
Unless otherwise addressed in Section B of this Invitation, the following requirements shall apply:
#5..
- 81 -
Revised: 04/16/18 Page 9 of 20
a. Each Product/Service offered shall be uniquely identified using an H-GAC Product Code, which shall be determined as described in Section B of this Invitation. Offeror shall offer ONLY ONE Product for any particular Product Code. For example, Offeror may wish to submit a bid for Product Code ABC and may have another offering that also meets the requirements for ABC. Offeror MAY NOT submit two offerings for ABC.

The alternate offering that also meets the requirements for ABC must be offered as an option "upgrade/downgrade" to ABC on Form E.
b. Pricing for optional upgrades or downgrades to base bid items should be quoted as an “adder” or “deduct” amount as appropriate, to be applied to the offered price of the base Product Item listed on Form D. c. Base bid items and their associated HGACBuy Product Codes are included in the Section B and/or on Form D. d. Selection of Product Codes for which to submit an offer is at Offeror’s sole discretion.

18. SPECIFIC DESCRIPTIVE REFERENCES
Except for Base Product Items listed on Form D, any reference to a specific catalog, data sheet, form, brochure, model name or number, etc. used herein to describe an item such as an option or accessory is only descriptive and is not to be considered restrictive unless otherwise noted. Such references are normally used only to indicate a type, general description, level of quality and/or required performance standards.

19. MANUALS
Unless otherwise specified or superceded herein, each Product delivered under an H-GAC contract, and if applicable any options thereto, shall be supplied with at least one (1) copy of a safety and operating manual. The cost of any such manuals must be included in the base price for any Product Item offered hereunder. If more detailed and technically orientated parts and maintenance manuals are available for a Product or option, at a cost, they shall be offered as options on the FORM designated herein for such options, or elsewhere in the Response as may be directed herein.

20. STANDARD FEATURES & OPTIONS
The following requirements are applicable primarily to physical goods.

Standard Features
a. The stated minimum requirements for all Products listed herein include what H-GAC considers to be “standard” features. Even though such features might normally be offered as options rather than as standard, they are nonetheless considered to be standard in this Invitation, and must be included in the base price for any Product offered. Such features SHOULD NOT be offered as options except as deducts for their omission from the base Product.
b. If it is unclear in the Response that an H-GAC standard feature is included in the base price, it will be assumed that such is the case. If awarded a contract Offeror will be expected to sell the Product with all H-GAC specified standard features included in the base price. c. Any feature or accessory normally offered by manufacturer as "standard" shall be considered a standard feature and shall be included in the base price of any offering, even though not specifically listed as a requirement in H-GAC’s specifications. Such features SHOULD NOT be offered as options except as deducts for their omission from the base Product.

Options - General
a. Options are considered to be any features or accessories, other than H-GAC's and Manufacturer's "standard" features or accessories.
b. Options should be offered on the FORMS designated for quoting options. Each option should be listed and described on a separate line, and should include any Manufacturer's/Dealer's code number. If no Manufacturer's/Dealer's code number exists, Offeror should create one. c. Prices for all offered options shall be assumed to include any installation or mounting required to make it a fully functional component of the Product, unless otherwise stated in Offeror's response.

Required Options
#5..
- 82 -
Revised: 04/16/18 Page 10 of 20
a. Product specifications in this Invitation may include H-GAC "Required Options". If so, Offeror must quote a price for ALL such options, and, if there is an H-GAC Option Code provided in this Invitation for such options, it MUST be used as part of the description.
b. For any specific "Required Option", Offeror may quote an equivalent so long as its design and performance are as good as, or better than, the specified option item. Responses which do not include pricing for Required Options may be considered non-compliant.

Other Options
a. "Suggested" or "Other" options may be listed for any particular Product in this Invitation, and Offeror is encouraged to quote pricing for such options. The extent of offered options in any response may be taken into consideration as part of the award criteria, at H-GAC's sole discretion. b. Offeror is encouraged to include options for non-equipment items that may be applicable to a sale, such as:

Extended Warranties, Maintenance Agreements, Buy-back or Trade-In Agreements, Out-of-state Delivery Charges, Quantity or Special Discounts, Extended Training Classes, etc.

Published & Unpublished Options
a. H-GAC Cooperative Purchasing Program (Program) contracts are awarded through a public competitive bid or proposal (RFP) process. Further to that process, Program policy considers an 'option' listed and priced in a bid or RFP Response: (1) To be a "Published Option"; (2) To be part of any awarded contract; and (3) To be available for purchase by Program members separately and independently from associated base line items.

However, since Published Options may have not been subjected to the same scrutiny as the associated base line items, it cannot be concluded they were directly competed. Therefore, pursuant to Local Government Code 252.021(a), purchase of a published option costing more than $50,000 shall not be allowed. Furthermore, H-GAC reserves the right at its sole discretion to disallow purchase of any Published Option through the Program if deemed contrary to the intent of the law.
b. Any option that has not been listed and priced in the Response is considered to be an “Unpublished Option”.

Unpublished Options may be sold, but only in connection with the sale of a base Product Item, and only insofar as the total cost of all Unpublished Options remains below twenty five percent (25%) of the total summed cost of the base Product(s) plus any Published Options.
c. No Published or Unpublished Option may be sold which essentially converts a Product such that it competes with a Product Item awarded to another contractor.

21. WARRANTIES, SALES & SERVICE
Unless otherwise addressed in Section B, the following requirements shall apply:
a. Offeror must be a properly franchised dealer authorized to sell and service, including warranty service, all products offered and sold in response to the bid invitation or under any H-GAC contract. b. Offeror shall provide detailed Parts and Labor Warranty information with the Response. If Offeror submits a warranty with the Response which does not meet the minimum requirements herein, Offeror agrees by submission of a Response that such warranty shall be considered to be amended to meet those minimums. c. Warranties shall be manufacturer's standard and shall be inclusive of any other warranty requirements which may be stipulated elsewhere herein.
d. Any warranties offered by a dealer shall be in addition to the manufacturer’s standard warranty, and shall not be a substitute for such. Offeror's base price for any Product shall be inclusive of the standard warranty. e. Complete warranty information will be supplied to End User with each Product sold. a. Warranties need not apply to normal maintenance service or adjustments, or to any product reasonably shown to have been repaired or altered in any way so as to affect its stability, or to any product which has been subject to misuse, negligence, or accident.
f. Offeror/Contractor is encouraged to offer extended warranties as an option. g. Neither H-GAC nor End User assume any warranty or liability on Contractor’s behalf unless made or assumed in writing, initiated by Contractor, and agreed to in writing by H-GAC or the End User respectively. h. Contractor shall be responsible for the execution and effectiveness of all product warranty, and shall be the sole source for solution to problems arising from warranty claims. Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims that have been assigned to a third party. #5..
- 83 -
Revised: 04/16/18 Page 11 of 20

22. H-GAC ORDER PROCESSING CHARGE
H-GAC will levy an Order Processing Charge on Contractor for each sale done thru the H-GAC contract, with the exception of orders for motor vehicles. Any bid pricing submitted will be considered to include the Charge. The amount of the applicable charge shall be per the most current H-GAC schedule. For motor vehicle orders, the Processing Charge shall be levied on and paid by the End User.

23. PRE-PAYMENTS AND DISCOUNTS
a. Progress, pre-payment and special discounts of any kind may be offered and detailed in the Response. Such discounts shall be clearly explained, but shall not be a determining factor in awarding contracts except in the case of tie offerings.
b. Quantity discounts applicable to similar Products sold to one or more End User Departments may be offered.

Determination as to product similarity shall rest solely with Contractor. c. For specific purchases, any proposed quantity, pre-payment or special discounts shall be clearly shown on the Contract Pricing Worksheet.

24. INSPECTION / TESTING
All Products sold pursuant to this Invitation shall be subject to inspection/testing by or at the direction of H-GAC and/or the ordering End User, either at the delivery destination or the place of manufacture. In the event a Product fails to meet or exceed all requirements of this Invitation, and unless otherwise agreed in advance, the cost of any inspection and/or testing, shall be borne by the Contractor.

25. PRODUCT DELIVERY
Unless otherwise addressed in Section B, the following requirements shall apply:
a. Title to goods, and responsibility and liability for loss and/or damage in shipping pass to End User at the delivery destination after receipt and acceptance have taken place. Cost of shipping/delivery shall be paid by End User unless otherwise agreed to by Contractor. If Contractor will be paying for shipping/delivery, shipping terms must be "F.O.B. Destination, Freight Prepaid". If End User will be paying for shipping/delivery, shipping terms must be “F.O.B. Destination – Freight Collect”. b. The details for the application and calculation of shipping and delivery charges must be stated in the Response on Form E. Any freight, shipping or delivery charged to End User will be prepaid and added to the invoice, and will be clearly shown an any Contract Pricing Worksheet or other quote presented to the End User. c. The estimated delivery time after receipt of order (ARO), inclusive of Saturdays, Sundays and holidays, for all Products offered must be stated in the Response. Actual delivery for any particular order must be confirmed with End User at time of order placement, and must be stated clearly on the Contract Pricing Worksheet. d. Contractor shall be responsible for delivery and Acceptance according to the requirements of the Contract and the Purchase Order.
e. Contractor shall advise End User prior to making any shipment/delivery, and shall make such shipment/delivery in accordance with End User's requirements, providing only that such arrangements do not contravene any requirement of the H-GAC contract unless agreed to by Contractor. f. The execution of all required tests, certifications and/or licensing, and costs thereof, shall be the responsibility of Contractor. Upon request by End User or H-GAC, Contractor shall provide any documentation or certification related to such tests, certifications or licensing.

26. OFFERED PRODUCT ITEM VARIANCES
Any variance in the specifications or performance of Products offered pursuant to this Invitation shall be acceptable to H-GAC only insofar as it MEETS or EXCEEDS the specifications and requirements of this Invitation.

27. REQUIREMENTS FOR SUBMISSION OF A RESPONSE
Unless otherwise addressed in Section B, the following requirements shall apply:
a. Responses shall be submitted in two complete printed sets including an Original and one (1) Copy in separate "hard side" three-ring binders. The outer spine of each binder shall be labeled showing this Invitation No., Offeror Name, and either "Original" or "Copy", as applicable. The Original printed response will be #5..
- 84 -
Revised: 04/16/18 Page 12 of 20
considered to be the binding Response in case of any conflicts between printed copies and electronic copies.

Except for required forms, H-GAC Invitation documents should not be included in the Response. b. The Original and the Copy shall be submitted complete, except that the Electronic Media should be submitted only with the Copy.
c. All required H-GAC FORMS and documents shall be properly completed, without exception or Offeror’s Response may be deemed non-compliant. Offeror may not modify the format of any H-GAC FORM in any way. Offeror may photocopy or print blank FORMS as needed. Information submitted on the printed copies of the FORMS may not be handwritten except for signatures and initials. It is Offeror's responsibility to insure that printed FORMS are clear and legible. Handwritten and illegible entries may be rejected. Offeror's printed, stamped or typed name shall appear on every FORM submitted in the Response. d. The entire response submission shall also be submitted on electronic media, including all required H-GAC FORMS. Offeror is strongly advised to make and work with copies of the original electronic FORMS. The originals can then be used to make additional electronic or printed copies of the blank FORMS. Signatures are not required on the electronic FORMS.
e. The Response shall include ample written evidence, in the form of technical specifications, cut/tear sheets, brochures, pictures, drawings, etc., to demonstrate that all specifications herein have been met and/or exceeded. f. The Response shall include, in any format desired, an overview of the Service Organization which will support Products sold under any H-GAC contract. The overview must include facility locations, phone numbers and Service Manager names, as well as the following:
- The procedure to be used by an End User requiring repairs. - Typical turn-around time on repairs.
- Service Department days and hours of operation.
- Number of qualified / factory trained service personnel normally on hand. - Description of the parts inventory on hand.
- Training services, facilities and personnel available. g. Responses shall be enclosed in a sealed package(s) addressed to the Houston-Galveston Area Council, Cooperative Purchasing. The following information shall be stated on the exterior of the package(s):
• Name and address of Offeror.
• Date and hour of public response opening.
• Bid/Proposal Invitation number.
• The statement: "SEALED BID/PROPOSAL, DO NOT OPEN IN MAIL ROOM".

H-GAC shall not be responsible for any Response not properly labeled. h. Submission of a COMPLETE Response by telegraphic or electronic transmission is not acceptable. However, Responses may be modified by telegraphic or electronic notice if such notice is received prior to the deadline for submission.
i. Samples, when required, shall be submitted within the time specified and at no expense to H-GAC. If not destroyed or consumed during testing, samples will be returned upon request at Offeror's expense. j. Offeror shall provide firm contract pricing for all Products and Options being offered. k. If applicable, responses shall include copies of all current licensing which may be required by the Texas Motor Vehicle Division for execution of sales pursuant to any contract with H-GAC. l. Due to the complexity of responses and to aid in evaluation, the Response should contain ALL required information in tabbed sections as detailed below. Omission of any required FORM or information will be sufficient grounds for H-GAC to consider your response to be non-compliant. m. First Section:
• Form(s) A – Offeror Identification & Signatory: Identifies the offering party(ies), and should be completed by each party to the Response. If awarded, a contract will be executed with each. • Form B – Historically Underutilized Business Enterprises: Used to collect information about disadvantaged and minority suppliers and subcontractors, and to commit Offeror to working with Participants toward their program goals.
• Form C – Response Checklist: Certification, and also an aid, to insure that all required information has been included in your Response.
#5..
- 85 -
Revised: 04/16/18 Page 13 of 20
• Form W-9 – Request for Taxpayer Identification Number and Certification: Should be completed by each party to the response.
• Form CIQ – Conflict Of Interest Questionnaire: Chapter 176 of the Texas Local Government Code requires vendors and consultants contracting or seeking to contract with H-GAC to file a Conflict of Interest Questionnaire (CIQ) if they have an employment or other business relationship with an H-GAC officer or an officer’s close family member. The required questionnaire is located at the Texas Ethics Commission website: http://www.ethics.state.tx.us/whatsnew/conflict_forms.htm. It is Bidder's responsibility to download the form and furnish a completed copy with the Response. • Form 1295 – Certificate of Interested Parties – Must be filled out electronically with the Texas Ethics Commission’s online filing application, printed out, signed and provided from each entity that has submitted a Form A for this submission.
• House Bill HB 89 Verification Form – completed and signed and provided from each entity that has submitted a Form A for this submission.
• References, formatted as described elsewhere herein.
• Service Organization Document, formatted as described elsewhere herein.

Second Section:
• Form D – Offered Items Pricing: For Bids, contains the list of the Product Items covered by this Invitation. Select the items offered and fill in the price for each. (For RFPs, follow the instructions in Section B as this Form may or may not be used.)
• Form E – Published Options: Used to list and price all offered options. List, each on a separate line, all upgrades, downgrades, optional equipment, features, accessories and services which you desire to sell thru the H-GAC contract, if awarded. Published catalogs/price sheets may be listed, along with the discount structure that will apply. (For RFPs, follow the instructions in Section B as this Form may or may not be used.)
Third Section:
• Technical Specifications, Product Brochures, Tear Sheets, Cut Sheets, Strippers, etc. which clearly list and show all the standard features and capabilities of each Product Item offered on Form D. • Warranty Documentation, as described elsewhere herein, for all items offered.

Fourth Section:
• Copies of any applicable Texas MVD Licenses.
• Electronic Media, containing the complete response including all required FORMS, stored in a pouch or an envelope such that it will not fall out of the binder. (Required in 'Copy' only, not in 'Original'.) n. By submittal of Response, Offeror certifies to the best of its knowledge that all information is true and correct.

28. CLARIFICATION TO SPECIFICATIONS & REQUIREMENTS
a. If Offeror is in doubt as to the meaning of any item in this Invitation, a written request for clarification may be submitted to H-GAC up to fifteen (15) calendar days prior to the deadline for response submission. H-GAC shall not be responsible for late delivery. Requests may be transmitted by FAX or e-mail to the assigned Specification Specialist, and should clearly reference this Invitation number and the specific page and paragraph in question. If there are multiple questions, they should be stated separately and numbered. b. Any interpretation of Invitation documents, if made, will be by written Addendum duly issued. A copy of such Addendum will be mailed or delivered to each person officially on record as having been sent a copy of this Invitation. H-GAC will not be responsible for any other explanation or interpretation of the Invitation documents made or given prior to the award of the contract. c. Any objections to the Invitation documents must be filed in writing with H-GAC on or before fifteen (15) calendar days prior to the deadline for submission of responses. d. Prospective offerors are advised that, after a draft specification has been issued, the Pre-Bid/Proposal Conference is the primary forum through which comments and suggestions may be offered for consideration by H-GAC prior to issuance of the final invitation and specifications. #5..
- 86 -
Revised: 04/16/18 Page 14 of 20
e. All best efforts have been made to insure that the product/service descriptions and associated specification information in Sections B & C are correct, and adequate time has been given to prospective Offerors to point out mistakes. However, if an error remains and is caught by Offeror before the scheduled bid/proposal opening, Offeror shall make note of the required correction in the Response, and shall also notify H-GAC prior to the opening of responses.

29. INCONSISTENT INFORMATION
H-GAC review of responses supplied on H-GAC FORMS is a significant part of the evaluation process. Offeror shall state clearly all information required on the FORMS. Offeror's information supplied on the FORMS shall take precedence in the event any standard “boilerplate” type language included in Offeror's response is inconsistent with the information supplied by Offeror on the H-GAC FORMS. In all cases, information on H-GAC's printed FORMS supplied as part of Offeror's response shall take precedence over information supplied on electronic media.

30. REJECTION OF RESPONSES
a. H-GAC may reject a response if:
• Offeror misstates or conceals any material fact in the Response, or if, • Offeror does not strictly conform to law or the requirements of this Invitation. b. H-GAC may reject any and all responses, and may reject any part of a response. c. H-GAC, at it's sole discretion, may also waive any formalities or irregularities in any response, or ask for corrected information except for pricing.
d. The following occurrences require disqualification of the bid/proposals:
• Unsigned or unauthorized signatures on bids/proposals; • Bids received after the date and time for opening
• Bids where prices are conditional on award of another bid or are subject to unlimited escalation e. H-GAC may refuse to award a contract to or enter into a transaction with an apparent low bidder if that bidder is indebted to H-GAC.

31. WITHDRAWAL OR MODIFICATION OF RESPONSES
Once received by H-GAC, responses may be modified or withdrawn prior to the submission deadline only if the request to do so is in writing submitted by Offeror's authorized representative. Responses and requests for modification received after the submission deadline will not be accepted. Requests for response withdrawal received after the submission deadline will be accepted if the request to do so is in writing submitted by Offeror's authorized representative.

32. RESPONSE EVALUATION
For Bid Responses:
a. Section B will state whether the contract will be awarded to the lowest responsible bidder or to the bidder who provides goods or services at the best value for H-GAC and its participants. b. If the contract will be awarded based on best value, Section B will state any relevant criteria which H-GAC will consider.
c. For each offered Product Item, H-GAC may use the offered price, prices for Required Options, and the prices of selected common Published Options to determine the lowest responsible offer. d. Failure of Offeror to submit pricing for frequently purchased options and any H-GAC required options may cause response to be considered non-compliant at H-GAC’s sole discretion.

For Proposal Responses:
e. H-GAC will evaluate proposals as detailed in Section B. f. By submission of a Response Offeror indicates acceptance of the evaluation technique, and recognizes and accepts that H-GAC may at it's sole discretion make subjective judgments during the evaluation process. #5..
- 87 -
Revised: 04/16/18 Page 15 of 20

33. ORDER OF PRECEDENCE PRIOR TO CONTRACT AWARD
In the event of conflict between this document and any references or documents cited herein, this document shall take precedence prior to contract award.

34. AWARD OF CONTRACT
a. H-GAC reserves the right to accept or reject any Product Item or option offered. Additionally, all options included in Offeror's response and accepted by H-GAC are understood to be included in any contract. b. H-GAC shall award contract(s) for line items or groups of line items, at its sole discretion. c. With authority granted by the H-GAC Board of Directors, a written contract shall be presented to the successful Offeror(s) and shall be subject to acceptance by the successful Offeror(s) within forty-five (45) calendar days after presentation by H-GAC. If a contract is not executed within forty-five (45) calendar days, H-GAC may rescind the contract offer and award a contract to the next Offeror in order of rank as determined by H-GAC. d. Delivery time and prompt payment discounts, including time allowed for payment, may be considered in tiebreaking of offers which are judged by H-GAC to be equal in all other criteria. e. The contract shall include the following documents in the stated order of precedence:
1st The contract document signed by H-GAC and Offeror.
2nd This Invitation and all specifications referenced herein. 3rd Offeror's response to this Invitation.

35. PRO-FORMA CONTRACT
This Invitation includes a Pro-Forma (sample) Contract which successful offerors will be expected to sign. The actual final contract will be the same or nearly the same as the Pro-Forma. NOTE: Successful Offerors MAY NOT process any purchase orders until the contract documents have been executed and returned to H-GAC.

36. CONTRACT TERM
The contract shall be in effect throughout the period stated elsewhere in the contract documents, and thereafter until such time as any outstanding orders against the contract have been fulfilled. The contract may be extended if deemed by H-GAC to be in the best interests of the Program, and subject to mutual agreement of the parties.

37. PERFORMANCE & PAYMENT BOND
H-GAC's contractual requirements DO NOT include a Performance & Payment Bond (PPB), and offered pricing should reflect this cost saving. However, Contractor must be prepared to offer a PPB to cover any specific order if so requested by End User. Contractor shall quote a price to End User for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of End User's purchase order.

38. CHANGE ORDERS
End Users shall have the right to make additions by addenda for the purpose of clarification or inclusion of additional specifications, qualifications, conditions, etc. Any such addenda shall be made in writing and agreed upon by Contractor and the End User agency prior to issuance of any Change Order. A copy of any such Change Order shall be furnished by Contractor to H-GAC.

39. DUPLICATION OF TERMS OR STATEMENTS
Where statements or terms are duplicated or are extremely similar, H-GAC and the End User reserve the right to use the statement or term most favorable to H-GAC and/or the End User.

40. PUBLICITY
H-GAC encourages contractors to "market" the Program, and can provide some information and artwork to be used in published promotional materials. However, any publicity or published material released by Contractor referencing the contract, whether in the form of a press release, brochure, photographic coverage, or verbal announcement, shall be issued only with prior review and approval by H-GAC. #5..
- 88 -
Revised: 04/16/18 Page 16 of 20

41. TAXES
HGAC and End User participants are either units of government or qualified non-profit agencies, and are generally exempt from Federal and State sales, excise or use taxes. Offeror shall not include any such taxes in the Response.

Further, it shall be the responsibility of Contractor to determine the applicability of any taxes to a particular order and act accordingly. Exemption certificates will be provided upon request.

42. DRUG FREE WORKPLACE
Contractor shall provide notice to its employees and sub-contractors, as required under the Drug-Free Workplace Act of 1988. A copy of Contractor's Drug-Free Workplace policy shall, on request, be furnished to any End User.

43. PRODUCT NOTICES & MAILINGS
H-GAC is NOT the owner of Products sold pursuant to this Invitation, but acts only in the capacity of purchasing agent. In that regard, Contractor accepts sole responsibility for insuring that notices and mailings, such as Safety Alerts, Safety Recall Notices and Customer Surveys, are sent directly to the End User of record.

44. HANDLING OF ORDERS & PAYMENTS
In general, orders and payments will be handled as described below. More specific instructions and information regarding handling of purchase orders and the Order Processing Charge may be provided after contract award.

Established procedures may be changed at any time by H-GAC as may be dictated by efficient business practice.

The particulars of any sale, e.g. specific products, pricing, delivery, warranty, etc., will be in strict accordance with the terms and conditions of this Invitation and the specific contract awarded to Contractor. Beyond that:
a. For any particular procurement to be made under the provisions of an H-GAC contract, End User and Contractor will discuss requirements and agree as to what will be provided. b. Contractor will prepare a Contract Pricing Worksheet and provide it to End User. The Worksheet will list everything being purchased including the base bid item(s), all published and unpublished options and the delivery date. All pricing shall be per the current contract. c. End User will send a purchase document to Contractor, which Contractor will send H-GAC together with the Contract Pricing Worksheet. NOTE: Contractor agrees not to offer, agree to or accept from End User any terms or conditions that conflict with or contravene those in Contractor’s H-GAC contract, except for pricing discounts.
d. H-GAC will prepare an "Order Confirmation" and send it to End User and to Contractor. The Order Confirmation verifies that Contractor has a valid H-GAC contract and that the order is in compliance with the requirements of the H-GAC Cooperative Purchasing Program. Contractor will not ship any goods before receipt of both End User's purchase document and H-GAC's Order Confirmation. e. On notification that Contractor has received an order, H-GAC will invoice Contractor for the applicable Order Processing Charge. NOTE: The Order Processing Charge is charged to Contractor, EXCEPT in the case of motor vehicles. For all sales of motor vehicles the Order Processing Charge is levied on the End User, collected by Contractor, and remitted to H-GAC by Contractor. f. Contractor will deliver products/services ordered, and will invoice End User for products/services accepted by End User. (See other Sub-Section herein dealing with Product Delivery.) Contractor will not invoice before shipment has been made.
g. End User will pay Contractor for those products and/or services ordered which have been received and accepted. Under no circumstances shall any check be made payable to a representative or agent. Should a representative or agent submit an invoice to End User for any cost related to a purchase order issued to Contractor for products/services covered by an H-GAC contract, such invoice shall be forwarded to Contractor and Contractor will take action to correct the error. h. Upon delivery of any product/service by Contractor and acceptance by End User, Contractor shall remit to H-GAC the full amount of the applicable Order Processing Charge in accordance with the payment terms established in the H-GAC contract. Note, the Order Processing Charge is due whether or not Contractor has ever received an invoice from H-GAC. Sales executed based on the particulars of Contractor's H-GAC contract, without payment of the Order Processing Charge, may constitute fraud. #5..
- 89 -
Revised: 04/16/18 Page 17 of 20

45. PRICE CHANGES
a. Any permanent increase or decrease in offered pricing for a base contract item or published option is considered to be a price change. Temporary increases in pricing by whatever name (e.g. ‘surcharge’, ‘adjustment’, ‘equalization charge’, ‘compliance charge’, ‘recovery charge’, etc.), are also considered to be price changes. b. Except in the case of contracted published catalogs and price sheets, prices for Base Bid Items and Published Options are expected to be held firm for a minimum of 90 days from the date an awarded Offeror signs the H-GAC contract. Thereafter, changes will be considered if accompanied by justifying documentation satisfactory to H-GAC. For published catalogs and price sheets which are on an H-GAC contract, requests to amend the contract to reflect any new published catalog or price sheet may be submitted whenever the manufacturer publishes the new document. Any such request must include the new catalog or price sheet. c. If Contractor routinely offers discounted contract pricing, H-GAC may request Contractor to accept amended contract pricing equivalent to the routinely discounted pricing. d. No price change will be allowed unless it has been reviewed and approved by H-GAC in writing. Contractor must have received H-GAC's written approval of any change prior to charging the new price or using it in any quotation prepared for an End User.
e. Price change requests must be submitted to H-GAC in writing and must be received by H-GAC at least thirty (30) calendar days prior to the requested effective date of the change, and must state the time period for which the requested pricing will remain firm.
f. Price change requests shall include H-GAC Forms D and E, or whatever documentation was used to submit pricing in the original Response hereto, showing all affected items with current contract price, requested price, and percentage change shown clearly for each. This documentation should be submitted in MSExcel format to facilitate analysis and updating of the website.
g. Price change requests MUST be supported with substantive documentation (e.g. manufacturer's price increase notices, copies of invoices from suppliers, etc.) showing that Contractor's actual costs have increased. The Producer Price Index (PPI) may be used as partial justification, subject to approval by H-GAC, but no price increase based solely on an increase in the PPI will be allowed. h. All Products shall, at time of sale, be equipped as may be required under any then current applicable local, state, and federal government requirements. If, during the course of any contract, changes are made to such government requirements which cause a manufacturer's costs of production to increase, Contractor may increase Product pricing to the extent of Contractor’s actual cost increase. The increase must be substantiated with support documentation acceptable to H-GAC prior to taking effect. Modifications to a Product required to comply with such requirements which become effective after the date of any sale shall be the responsibility of the End-User.
i. In cases involving contract extensions exceeding sixty-one (61) days beyond the stated expiration date of the contract, Contractor may request a price change based on the same conditions as stated above. However the thirty (30) day prior notice is waived and H-GAC will consider the request immediately on receipt. j. H-GAC reserves the right to accept or reject any price change request. Acceptance, if granted, will be in writing and the approved changes will become part of the contract.

46. CONTRACT ITEM CHANGES
a. If a manufacturer discontinues a contracted item, that item will automatically be considered to be deleted from the contract with no penalty to Contractor. However, H-GAC may at it's sole discretion elect to make a contract award to the next low offeror for the item, or take any other action deemed by H-GAC to be in the best interests of End Users, at its sole discretion.
b. If a manufacturer makes any change in a contracted item which does not affect the contract price, Contractor shall advise H-GAC of the details. If the 'new' item is equal to or better than the originally contracted item, the 'new' item shall be approved as a replacement. Otherwise H-GAC may allow or reject the change, or take any other action deemed by H-GAC to be in the best interests of End Users, at its sole discretion. If the change is rejected there will be no penalty to Contractor.
c. If a manufacturer makes any kind of change in a contracted item which affects the contract price, Contractor shall advise H-GAC of the details. H-GAC may allow or reject the change at its sole discretion. If the change is rejected there will be no penalty to Contractor. However, H-GAC may elect to make a contract award to the next low offeror for the item, or take any other action deemed by H-GAC to be in the best interests of End Users, at its sole discretion.
#5..
- 90 -
Revised: 04/16/18 Page 18 of 20
d. In the case of specifically identified catalogs or price sheets which have been contracted as base bid items or as published options, routine published changes to products and pricing shall be automatically incorporated into the contract. However, Contractor must still provide thirty (30) calendar days written notice and an explanation of the changes to products and pricing. H-GAC will respond with written approval.

47. FORCE MAJEURE
If either party shall be wholly or partially prevented from the performance of any contractual obligation or duty by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident., order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of Force Majeure shall rest solely with H-GAC..

48. PERFORMANCE UNDER CONTRACT
H-GAC is committed to insuring that Contractor provides effective and efficient service to all Participants in the Cooperative Purchasing Program, and expects that certain Performance Conditions must be met. Failure to meet these conditions may result in contract termination. In that regard, Contractor shall:
a. Appoint a dedicated representative to be the contact person and focal point for all matters relating to End User quotations and orders. The representative shall have: A toll free phone number with voice mail; A fax number; A working e-mail address; and A postal address. b. Insure that the representative timely monitors all communication modes listed above, and promptly responds to communications from End Users and H-GAC in any of these modes. Phone calls will be promptly returned, in any event not later than the next business day. Acceptable failure will be due only to Force Majeure. c. Maintain sufficient qualified staff to promptly process all communications from H-GAC or End Users, and to efficiently, effectively and accurately service all requirements of the contract. d. As may be requested by H-GAC, replace any staff members who are not providing the service and expertise deemed necessary by H-GAC for acceptable support of End Users. e. Properly prepare and provide to End User a Contract Pricing Worksheet, or a quotation in other format as approved by H-GAC, for each and every order that is to be executed. f. Furnish, on request of H-GAC, reasonable data, forms and graphic material to be used in brochures or other print media, or on H-GAC's website.
g. Allow access to H-GAC authorized personnel for inspection of operating facilities, and auditing of purchase orders during the contract period, and for a period extending thru the completion of any outstanding orders. Site inspection may be arranged not less than ten (10) calendar days prior, shall include the names of all participants, and shall be at no expense to Contractor.
h. Reporting Requirements:
• Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three month period. Such reports shall include, but are not limited to the following:
• End User name
• Product/Service purchased, including Product Code if applicable • End User Purchase Order Number
• Purchase Order Date
• Product/Service dollar amount
• HGACBuy Order Processing Charge amount
• Reports must be provided to H-GAC in MSExcel or other acceptable electronic format, and are due by the 30th day of the month following the applicable quarter being reported. i. Should Contractor default in providing Products or Services as required by this Invitation and the contract, recourse may be exercised thru cancellation of the contract and other legal remedies as may be appropriate.

49. CONTRACTOR ORIENTATION/TRAINING
H-GAC believes that Contractor's familiarity with the operational policies and requirements of the Cooperative Purchasing Program is a key factor in achieving End User satisfaction. In that regard, the Contact Person listed on Form A, or an alternate, shall be required to participate in an H-GAC vendor orientation/training as soon as #5..
- 91 -
Revised: 04/16/18 Page 19 of 20
possible after contract award. In addition, any other of Contractor's staff who will be involved in any way with the HGACBuy Program should participate in orientation. The orientation may be presented as a teleconference or webinar, or may be held in H-GAC's offices as may be determined by H-GAC and Contractor to be the most efficient and effective form of delivery.

50. LEGAL & CONTRACTUAL REMEDIES

RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS
Procedure
Any actual or prospective Offeror or Contractor who is aggrieved in connection with a purchase transaction may file a grievance. The grievance may be filed at any phase of the procurement. In order for an above mentioned party to enter the grievance process, a written complaint must be sent to the Chief Operations Officer (COO) of H-GAC by certified mail which identifies the following:

1. Name, mailing address and business phone number of the complainant.

2. Appropriate identification of the procurement being questioned.

3. A precise statement of reasons for the protest.

4. Supporting exhibits evidence or documents to substantiate any claims.

The grievance must be based on an alleged violation of H-GAC’s Procurement Procedures, a violation of State or Federal law (if applicable), or a violation of applicable grant or contract agreements to which H-GAC is a party. Failure to receive a procurement award from H-GAC in and of itself does not constitute valid grievance. Upon receipt of grievance, the Chief Operations Officer will initiate the informal resolution process.

Expedited Resolution
The Procurement Officer or Departmental Director responsible for the solicitation shall contact the complainant and all interested parties and attempt to resolve the allegations informally within ten (10) working days from date of complaint. If the allegations are successfully resolved by mutual agreement, documentation will be forwarded to the Chief Operations Officer of the resolution with specifics on each point addressed in the original complaint.

If the Procurement Officer or Departmental Director is not successful in resolving the allegations, the complaint along with the comments will be forwarded to the Chief Operations Officer immediately. The Chief Operations Officer will review all documentation. All interested parties will be given written notice of the date, time, and place of the hearing and an opportunity to present evidence. A written decision will be issued within five (5) working days after the hearing along with notice of appeal rights.

Appeals
The complainant may appeal the Chief Operations Officer’s decision by submitting a written appeal, within five (5) working days, to the Executive Director of H-GAC. The Executive Director, upon receipt of a written notice of appeal, shall contact the complainant and schedule a hearing within ten (10) working days. The Executive Director of H-GAC has the option of appointing a Hearing Officer to preside over the hearing. If appointed, the Hearing Officer shall conduct a hearing and forward a summary and recommended resolution to the Executive Director.

The decision reached by the Executive Director or his designee shall be final and conclusive. This decision will be forwarded to the complainant in writing within thirty (30) working days.

The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a Court of competent jurisdiction.

RESOLUTION OF CONTRACT DISPUTES
Upon breach or default, H-GAC shall give the Contractor written notice of default. If the default is not remedied, within a reasonable specified time from date of notification, to the satisfaction and approval of H-GAC, default will be declared.

Upon breach of contract or default, H-GAC may exercise any and all of its rights afforded by law, including but not limited to those referenced in the General Contract Provisions.

SOLICITATIONS OR AWARDS IN VIOLATION OF THE LAW
Contracts awarded in violation of the competitive process or otherwise in violation of the law are voidable by H-GAC.
#5..
- 92 -
Revised: 04/16/18 Page 20 of 20

51. NATIONWIDE SALES OPPORTUNITIES
HGACBuy provides purchasing services to local governments qualifying non-profits throughout the nation, and desires to make established contracts available to them wherever and whenever practicable. Therefore, once a contract is awarded, Contractor is expected to expand the scope of its marketing effort to include sales to End Users in all areas of the United States, and/or to assign any H-GAC contract to another contractor(s) as deemed appropriate by H-GAC in the interest of its End Users.
• Contractor may sell through HGACBuy anywhere subject to compliance with applicable laws and regulations. If the market structure in which Contractor operates requires a contract assignment for any particular sale, H-GAC will expect Contractor to assign the contract to a Manufacturer or to another Dealer(s). Such assignment must be approved by H-GAC.
• Contractor’s differential costs (e.g. transportation & delivery charges) and allowances (e.g. manufacturer’s sales incentives) related to any sale may be charged to buyer.

End of Section A General Terms And Conditions
#5..
- 93 -
PE05-21 Traffic Control, Enforcement & Signal Preemption Equipment Oct 29, 2020 ---------- Final ---------- Page 1 of 12
SECTION B: PRODUCT SPECIFIC REQUIREMENTS
For
PE05-21 – TRAFFIC CONTROL, ENFORCEMENT & SIGNAL PREEMPTION EQUIPMENT Table of Contents
INTRODUCTION – SCOPE & PURPOSE ..............................................................................................................1 BID BOND ...................................................................................................................................................................5 BIDDERS LEGAL NAME .........................................................................................................................................5 H-GAC ADMINISTRATIVE FEE AND PROCUREMENT PROCESS:..............................................................5 PROVISION OF SERVICE OPTION.......................................................................................................................6 PRODUCT CODES.....................................................................................................................................................6 PRODUCT CATEGORIES........................................................................................................................................7 A. Optically Controlled or Global Positioning Satellite/Radio Controlled Priority Traffic Signal Preemption System......................................................................................................................................................................7 B. Retrofit LED Light Systems ………….……………..……………..……………………………………………. 4 C. Vehicle Identification/Vehicle Detection Systems...................................................................................................8 D. Portable Vehicle Counters.......................................................................................................................................8 E. Photo Enforcement Systems.....................................................................................................................................8 F. Portable Traffic Control & Mitigation Devices........................................................................................................8 G. Warning Indication Assembly with Activation Systems ..........................................................................................8 H. Wireless Vehicle Detection
Systems……………………………………………………………………………………………………...……. 5
I. Intelligent Transportation Management Systems…………………………………………………………………..5 STRUCTURE OF RESPONSE AND REQUIRED INFORMATION....................................................................9 Tab A: Proposer Identification / HUB Status / Checklist……………………………………………………………...6 Tab B: Products & Pricing............................................................................................................................................9 Tab C: References ......................................................................................................................................................10 Tab D: Geographic Areas Served ...............................................................................................................................10 Tab E: Service Facilities & Personnel ........................................................................................................................10 Tab F: Marketing Plan................................................................................................ Error! Bookmark not defined.

PROPOSAL EVALUATION ...................................................................................................................................11 CONTRACT AWARDS............................................................................................................................................11 --------------------------------------------------------------------------------------------------------------------------------------------

ELECTRONIC SUBMISSION
Responses will be accepted by online electronic submission only.

INTRODUCTION – SCOPE & PURPOSE
The Houston-Galveston Area Council (H-GAC) is a government agency which provides a Cooperative Purchasing Program as part of its services to other government agencies. The Program currently makes blanket type contracts, covering products and services for the use of its membership of more than 8,200 local government participants (End Users) including cities, counties, emergency service districts, school districts, and non-profit organizations. Any local government may participate in the Program so long as their state has “inter-local cooperation authority” or other joint power provisions which will allow participation in cooperative activities. Currently this practice is allowed in most states. There is also no cost to join and become a participating member of the H-GAC Cooperative Purchasing Program.
#5..
- 94 -
PE05-21 Traffic Control, Enforcement & Signal Preemption Equipment Oct 29, 2020 ---------- Final ---------- Page 2 of 12
H-GAC is currently soliciting Competitive Proposals for the purpose of selecting qualified manufacturers, distributors or re-sellers, to make their Traffic Control, Enforcement, & Signal Preemption products available to all current and future participants in this Cooperative Purchasing Program. The contract period shall cover a twentyfour (24) month period, commencing on or about May 1, 2021. Participants in our Program may require selective acquisitions of equipment and/or services OR full turnkey projects necessitating additional services, training and maintenance agreements. Proposer must have the ability to effectively sell and service to all H-GAC Participants.

This provides qualified governmental entities, political subdivisions and non-profit organizations the ability to (1) Purchase new traffic control, signal preemption and enforcement systems and related equipment or (2) to contract for monitoring services thru an efficient, cost effective and competitive procurement method.

This contract will allow H-GAC Participants to build their final desired Traffic Systems (through options add-ons or deducts). A comprehensive catalog or price list of components or services related to each submitted proposal shall be priced and included with the proposal. Pricing shall be included on Forms D/E and shall also be provided in an electronic format. Discounts, if applicable, shall be clearly shown for ease of evaluation and clarity to End Users.

The Contractor must have the ability to effectively sell and service all H-GAC Participants.

Note: This will be a multi-source contract for all contractors meeting or exceeding the minimum specifications set forth herein. The highest scoring proposer in each Product Code will be invited to negotiate a contract with H-GAC.

NOTE: This Invitation DOES NOT cover used or refurbished equipment.

The H-GAC Cooperative Purchasing Program was established to provide purchasing services to local governments within the State of Texas, and that remains H-GAC’s primary focus. However, the Texas Government Code (Title 7, Chapters 771 and 791) establishes the authority for H-GAC to provide these products and services to local governments in other states as well. With that authority, H-GAC wishes to make contracted products and services available to out-of-state governments and or political entities, state agencies and non-profit agencies whenever practicable. Therefore, once a contract is awarded for the supply of Products or services to End Users in Texas, the Contractor is expected to expand the scope of its marketing effort to include sales to End Users outside the state of Texas, but subject to the following;
• H-GAC will not make separate awards to Contractors for sales in Texas vs. sales outside Texas. • For all Product/Services, Contractor must submit pricing which will be valid for Texas End Users and End Users in other states as well. A Contractor’s decision whether or not to market services outside the State of Texas may influence H-GAC’s evaluation of Contractor’s response and potential contract award.

COMMITMENT
Offeror is required to make some basic commitments to ensure the overall success of this program. By submission of a response, offeror commits to the following:
• Corporate/Sales Commitment – A commitment that HGACBuy has the support of senior management and that HGACBuy will be the primary government contracting vehicle when offering services/products awarded from this solicitation to eligible end users nationwide. A further commitment to aggressively market the program, both independently as well in partnership with HGACBuy. • Contracting with Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area firms (if subcontracts are to be let) – H-GAC’s goal is to assure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible in providing services under a contract. In accordance with federal procurements requirements of 2 CFR §200.321, if subcontracts are to be let, the prime contractor must take the affirmative steps listed below:
1) Placing qualified small and minority businesses and women’s business enterprises on solicitation list; 2) Assuring that small and minority businesses and women’s business enterprises are solicited whenever they are potential sources;
#5..
- 95 -
PE05-21 Traffic Control, Enforcement & Signal Preemption Equipment Oct 29, 2020 ---------- Final ---------- Page 3 of 12
3) Dividing total requirements, when economically feasible, into smaller task or quantities to permit maximum participation by small and minority businesses, and women’s business enterprises; 4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises; 5) Using the services and assistance as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; NOTE: The term HUB as used in this solicitation is understood to encompass all programs/business enterprises such as Small Disadvantaged Business (SDB), Disadvantage Business Enterprise (DBE), Minority Owned Business Enterprise (MBE), Women Owned Business Enterprise (WBE) and Disabled Veteran Business Enterprise (DVBE).

CONTRACT PROVISIONS FOR NON-FEDERAL CONTRACTS UNDER FEDERAL AWARDS In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non-Federal entity under the Federal award must contain provisions covering the following, as applicable. (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.
(B) All contracts in excess of $10,000 must address termination for cause and for convenience by the nonFederal entity including the manner by which it will be effected and the basis for settlement. (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction ” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”
(D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or #5..
- 96 -
PE05-21 Traffic Control, Enforcement & Signal Preemption Equipment Oct 29, 2020 ---------- Final ---------- Page 4 of 12
laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.
(J) A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. (K) 49 CFR Part 661 Buy America compliance will be required when applicable to Federally Funded projects. (L) Retention and access requirements for records 29 CFR 1470.42 will be required. The successful bidder must adhere to these requirements.
§ 1470.42 Retention and access requirements for records. (a) Applicability. (1) This section applies to all financial and programmatic records, supporting documents, statistical records, and other records of grantees or #5..
- 97 -
PE05-21 Traffic Control, Enforcement & Signal Preemption Equipment Oct 29, 2020 ---------- Final ---------- Page 5 of 12
subgrantees which are: (i) Required to be maintained by the terms of this part, program regulations or the grant agreement, or (ii) Otherwise reasonably considered as pertinent to program regulations or the grant agreement. (2) This section does not apply to records maintained by contractors or subcontractors. For a requirement to place a provision concerning records in certain kinds of contracts, see §1470.36(i)(10). (b) Length of retention period. (1) Except as otherwise provided, records must be retained for three years from the starting date specified in paragraph (c) of this section. (2) If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the 3-year period, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular 3-year period, whichever is later. (3) To avoid duplicate recordkeeping, awarding agencies may make special arrangements with grantees and subgrantees to retain any records which are continuously needed for joint use.

The awarding agency will request transfer of records to its custody when it determines that the records possess long-term retention value. When the records are transferred to or maintained by the Federal agency, the 3- year retention requirement is not applicable to the grantee or subgrantee. (c) Starting date of retention period—(1) General. When grant support is continued or renewed at annual or other intervals, the retention period for the records of each funding period starts on the day the grantee or subgrantee submits to the awarding agency its single or last expenditure report for that period. However, if grant support is continued or renewed quarterly, the retention period for each year’s records starts on the day the grantee submits its expenditure report for the last quarter of the Federal fiscal year. In all other cases, the retention period starts on the day the grantee submits its final expenditure report. If an expenditure report has been waived, the retention period starts on the day the report would have been due. (2) Real property and equipment records. The retention period for real property and equipment records starts from the date of the disposition or replacement or transfer at the direction of the awarding agency. (3) Records for income transactions after grant or subgrant support. In some cases, grantees must report income after the period of grant support. Where there is such a requirement, the retention period for the records pertaining to the earning of the income starts from the end of the grantee’s fiscal year in which the income is earned. (4) Indirect cost rate proposals, cost allocations plans, etc. This paragraph applies to the following types of documents, and their supporting records: indirect cost rate computations or proposals, cost allocation plans, and any similar accounting computations of the rate at which a particular group of costs is chargeable (such as computer usage chargeback rates or composite fringe benefit rates). (i) If submitted for negotiation. If the proposal, plan, or other computation is required to be submitted to the Federal Government (or to the grantee) to form the basis for negotiation of the rate, then the 3-year retention period for its supporting records starts from the date of such submission. (M) Negotiation of profit as a separate Element of Price- The successful bidder must comply with 2 C.F.R. 200.323.

BID BOND
There is no bid bond requirement.

BIDDERS LEGAL NAME
Proposer’s legal name on Form A must match the name on any required documentation such as licenses, bonds, etc.

If that name differs, please explain how and why. The signatory must in fact be an owner/employee of the company that is the legal Proposer.

H-GAC ADMINISTRATIVE FEE AND PROCUREMENT PROCESS:

As described in Section A (Sub-section 22), for each purchase order processed under an awarded contract, H-GAC will directly invoice contractor a 1.5% Order Processing Charge applicable to the price of all equipment/services submitted in contractor’s response. Fee is calculated from awarded bid pricing before additional discounts (if any) have been applied.

It is Bidder's responsibility to take this into consideration when preparing Form-D and Form-E bid pricing, building this fee into Base Unit and options pricing accordingly (for example, a 20% discount-off-list price should ideally be listed on Bidder’s bid as 18.5%).

If an end user prefers to lease instead of purchasing a system (i.e. Photo Enforcement System), the H-GAC fee shall be based on what the entire turn-key system cost if it were being purchased. System costs would include all equipment (hardware and software) parts and labor (to include any sub-contracting and installation costs). Both #5..
- 98 -
PE05-21 Traffic Control, Enforcement & Signal Preemption Equipment Oct 29, 2020 ---------- Final ---------- Page 6 of 12
purchase costs and lease rates must be shown on Form D. The 1-1/2% fee shall be computed on the total cost of installed equipment times the number of specified intersections covered and shall be paid by Contractor to H-GAC in a lump-sum amount up front, not carried over the term of the lease. If the End User decides to purchase the traffic equipment or system at any time during the service term, it shall be strictly subject to agreement between End User and Contractor. No additional H-GAC fee shall be assessed, nor shall H-GAC reimburse fees to any party when a service contract has been prematurely terminated for whatever reason.

Competitive Pricing:

By submission of a response, Offeror certifies that offered pricing is as good as or better than pricing offered to local government customers thru any other program under normal circumstances. If such is not the case, Offeror shall explain how offered pricing differs from “best” pricing, and by how much.

Procurement Process:

The HGACBuy procurement process operates generally as follows:
a) End User/Buyer contacts Contractor and discusses requirements. b) Contractor prepares an HGACBuy Contract Pricing Worksheet for End User/Buyer, based on H-GAC contract.
c) End User/Buyer sends a purchase order to Contractor, and Contractor faxes a copy to H-GAC along with the Contract Pricing Worksheet.
d) For each purchase order received, H-GAC will prepare an “Order Confirmation” and transmit it to both End User/Buyer and Contractor. The Order Confirmation verifies that Contractor has a valid H-GAC contract and that the order is being handled legally thru the HGACBuy Program. e) H-GAC will invoice Contractor for the Order Processing Charge. f) Contractor delivers the ordered product (s) and invoices End User/Buyer. g) End User/Buyer pays Contractor for products(s) received and accepted. h) Contractor remits Order Processing Charge to H-GAC.

PROVISION OF SERVICE OPTION
Proposer may or may not offer a Provision of Service Option, whereby an End User would procure a monitoring and enforcement service rather than purchase and operate its own equipment. Pricing for such an Option shall be furnished and explained in detail on Form E.

Proposer must clearly state which Product Category is covered by the proposal. If more than one Category is proposed, each must be addressed in its own section in the Response, and each section must include all required FORMS and information.

PRODUCT CODES
For purposes of this invitation and any subsequent contract, all systems shall be identified using a descriptive two (2) character alpha product code. The first character of the code will identify the Manufacturer (see below), the second the Product Category (A, B….H). Proposer shall price the product code(s) of their choice and make reference to this code(s) on HGAC proposal forms (D & E).

Example – An Econolite Vehicle Identification/Vehicle Detection System shall be designated “FC”

A ADDCO
#5..
- 99 -
PE05-21 Traffic Control, Enforcement & Signal Preemption Equipment Oct 29, 2020 ---------- Final ---------- Page 7 of 12
B American Signal Company
C American Traffic Solutions (ATS)
D Applied Information
E Aurora Illumination
F Econolite
G Eltec
H Global Traffic Technologies, LLC
I Intuicom Wireless
J LightGuard Systems
K McCain
L MH Corbin Products
M Moog
N MSSedco
O Peek Traffic Corp.

P Polara Engineering
Q Redflex Traffic Systems
R RTC Manufacturing, Inc.

S Sensys Networks Inc.

T Siqura
U Southern Manufacturing
V Syndeo
W TrafficNet
X UR International, Inc.

Y Wavetronix
Z Wireless Technology, Inc. (WTI)
AA Gridsmart
BB Intelight
CC Clary
DD Encom
EE Eberle Design (EDI)
FF Temple Signs
GG GE
FF K&K Systems

PRODUCT CATEGORIES
The H-GAC Product Categories covered by this Invitation include:

Proposer is expected to provide a complete offering of available products for routine general acquisitions and installation of stated product categories being bid, to include installation services, training and maintenance.

A. Optically Controlled or Global Positioning Satellite/Radio Controlled Priority Traffic Signal Preemption System
This proposal establishes pricing for Activated, Data-Encoded, Traffic Signal Priority Control Systems that will employ Data-Encoded optical or GPS-Radio communications to identify the presence of designated priority or probe vehicles. A record of the vehicle by classification and identification number shall be created.

In priority vehicle mode, the Data-Encoded Optical or GPS Radio communication will request the traffic signal controller to advance to and/or hold a desired traffic signal display selected from phases normally available. In probe vehicle mode, no traffic signal priority is requested--only a record of the probe vehicle’s presence is generated.

The system will require no action from the vehicle operator other than to turn the emitter or radio on. The GPS system will include the use of turn signals. The system will operate on a first-come, first served basis. Higher #5..
- 100 -
PE05-21 Traffic Control, Enforcement & Signal Preemption Equipment Oct 29, 2020 ---------- Final ---------- Page 8 of 12
priority (Command) request will override lower priority (Advantage) requests. The system will interface with most traffic signal controllers and will not compromise normal operation or existing safety provisions.

B. Retrofit LED Light Systems (RLLS)
This proposal establishes pricing for Retrofit LED Lighting systems used to replace fluorescent bulbs in single or double sided internally illuminated street name signs or traffic control devices. The RLLS will be a one-piece assembly utilizing double or single sided LED modules with an external or internal power converter that may be self-contained or in a lightweight aluminum frame.

C. Vehicle Identification/Vehicle Detection Systems
This proposal establishes pricing for real-time Video Vehicle Detection Systems (VDS) or Radar Vehicle Detection Systems (RVDS) that monitors vehicles on a roadway via processing of video images or radar detections and provides detector outputs to a traffic controller or similar device. These systems shall be easily configurable and expandable to meet traffic management applications such as intersection control and traffic control during road or intersection construction.

D. Portable Vehicle Counters
This proposal established pricing Portable Vehicle Counters.

E. Photo Enforcement Systems
This proposal establishes pricing for “Automated traffic law enforcement systems,” which incorporates a device with one or more sensors working in conjunction with one of the following:
(1) A red-light signal to produce recorded images of motor vehicles entering an intersection against a red signal indication.
(2) A speed measuring device to produce recorded images of motor vehicles traveling at a prohibited rate of speed.
(3) A device to produce recorded images of motor vehicles violating railroad grade crossing signals (4) Any other traffic control device if the failure to comply constitutes a safety-related moving violation. “Automated traffic law enforcement program” means the utilization of one or more automated traffic law enforcement systems to issue citations for violations of traffic laws. These systems may use high resolution digital still images and /or video or a combination of the two to gather evidence sufficient to issue traffic citations.

F. Portable Traffic Control & Mitigation Devices
This proposal establishes pricing for electronic portable changeable message signs, highway advisory radio trailers, queue detections systems, CCTV trailers, Smart Work Zone Systems and Traveler Advance Warning Systems (TAWS) used for vehicular traffic mitigation and control. These devices shall be NTCIP compliant and can be configured to meet many traffic management and mitigation needs.

G. Indication and Warning Assembly with or without Activation Systems This proposal establishes pricing for warning beacon assemblies and various activation systems (i.e. School Zones, Pedestrian Crossings, Railroad Crossings, Fire Stations, 24 Hour beacons and Low Water (Flood) Crossings.)
H. Wireless Vehicle Detection Systems
This proposal establishes pricing for wireless vehicle detection solutions for a wide range of traffic management applications, including freeway and arterial data collection, traffic signal control, and arterial travel time
I. Intelligent Transportation Management Systems
This proposal establishes pricing for Intelligent Transportation Management Systems that will enable users to efficiently process and track dispatch, towing, ticketing, storage and disposition of vehicles within a #5..
- 101 -
PE05-21 Traffic Control, Enforcement & Signal Preemption Equipment Oct 29, 2020 ---------- Final ---------- Page 9 of 12
jurisdiction through a combination of GPS, Web and App based technologies while providing information to their citizens on towed vehicles within a jurisdiction.

STRUCTURE OF RESPONSE AND REQUIRED INFORMATION
The following core areas must be addressed specifically in any response to this RFP:

Note: When uploading your response electronically, follow the instructions detailed on the website. All documents must be put in a named folder specifying the contractor submitting the response. Loose documents may be deemed non-compliant.
❖ Forms D & E must be provided in an Excel format.

Proposer shall provide the information described below, labeled and tabbed to correspond with the designated Segment (Tab) Headings (A thru F) being bid. The items in these Tabs (A-F) must be addressed completely. ** For example, Tab C will be tabbed and have three (3) items to be addressed (1, 2, 3) for this segment. It is this information that will be evaluated and determine the proposers final score.

Note: It is extremely important to set-up your solicitation as instructed. Responses not organized in the prescribed manner may be eliminated from consideration.

Proposal Format
TAB - A. Proposer Identification / HUB Status / Checklist.

Place the completed Forms A, B, C, H, W-9, CIQ, 1295, HB89 and CCI behind this TAB as required.

Tab B: Products & Pricing
Proposer shall provide:

1. Offeror shall submit its standard published pricing containing all products that will be offered for sale through the Program.
• Pricing must be provided in either an itemized/component format or in a standard manufacturer published catalog or price list showing the % discount off retail/list (where applicable) on Form D.
• Proposer to list pricing of those options that are not included in a particular catalog (e.g. extended warranty, additional training, quantity discounts) or other incentive programs which will be made available through the program on Form E.
• Proposer must provide an electronic copy of all catalogs bid in addition to Form D & E pricing. Copies must be in an excel format.
• Catalogs/Price Lists MUST be identified (name, year, edition ect.) on Form D as a line item along with % discount.
#5..
- 102 -
PE05-21 Traffic Control, Enforcement & Signal Preemption Equipment Oct 29, 2020 ---------- Final ---------- Page 10 of 12

2. Basic specification information for products and systems offered (e.g. cut/tear sheets, brochures, etc.); such that the basic capabilities and features of the equipment offered can be ascertained.

3. Product information covering basic/standard warranty on equipment/products being offered.

Tab C: References
Further to the requirements for references as detailed in Section A, General Terms & Conditions, Proposer must provide references from at least five (5) local government entities which have purchased offered Products within the past two years. Information provided shall include, as a minimum:

1. Entity name

2. Contact person’s name, address & phone number

3. Description and value of product(s) purchased
Proposer is encouraged to include any letters of endorsement which may be available from the supplied references. In any event, H-GAC reserves the right to consider historic information and other facts in its proposal evaluations, whether gained from this proposal, references, or any other source.

Tab D: Geographic Areas Served

1. HGACBuy is a nationwide program. Describe you Geographic Coverage so H-GAC may evaluate your ability to meet the needs of End Users throughout the United States.

2. Explain how you will market the HGACBuy program. Contractors are allowed to use the HGACBuy logo on brochures and other printed literature as well as websites and trade shows; subject to prior review and approval by H-GAC.

3. Detail your dealer network (nationwide) and describe how it will be used to promote this program and provide products/services to H-GAC members nationwide.

Tab E: Service Facilities & Personnel

1. Sales office locations.

2. Factory and Service Center Locations.

3. Technical and maintenance services provided after a sale, and on what basis

4. Warranties, policies and procedures for handling problems and returns

5. Customer training provided, and on what basis?
TAB – F. Marketing Plan
Outline what your company will do to pro-actively market any HGACBuy contract you may receive to local government end users around the country. Specifics might include such things as sales calls, as well as POS materials and mail-outs. Address training of your staff in the subject of the contract and the HGACBuy Program in the event you are awarded a contract. Make note of whether you are comfortable explaining our Program to your sales staff, and also state if you are familiar with the process of adding new End Users to our membership listing.
#5..
- 103 -
PE05-21 Traffic Control, Enforcement & Signal Preemption Equipment Oct 29, 2020 ---------- Final ---------- Page 11 of 12

PROPOSAL EVALUATION
Proposals will be evaluated and scored relative to the criteria described below. These criteria are not meant to be exhaustive, and HGACBuy reserves the right to use information obtained from other sources in the evaluation. A minimum score of 70 is needed to be considered for contract recommendation but does not guarantee award of any contract. Interpretation of information and awarding of points will be at HGACBuy sole discretion and determination.
• Scoring Component: Past Performance
An evaluation will be conducted of the Offeror’s sales performance on the current contract (contract start date thru bid conference date) as an HGACBuy Contractor. Maximum score is 10 Points. If a bidder is a current vendor and has sales they will receive the full 10 Points. Current vendors with no sales will receive a score of 0. Note: Those first-time bidders will garner the maximum 10 Points for this scoring component.

PROPOSAL EVALUATION TABLE
Proposal Evaluation Criteria Points Score
Proposer Identification / HUB Status / Checklist (Tab A) Pass/Fail Products and Pricing on Form D & E: (Tab B) 30
References: (Tab C) 15
Geographic Area Covered: (Tab D) 20
Service Facilities & Personnel: (Tab E) 20
Marketing Plan (Tab F) 5
Past Performance (Sales History) 10
Total: 100
Note: Proposer shall address in depth each of the above criteria. Failure to do so may result in the bid being deemed non-compliant

DEBRIEFING
Requests for a debriefing must be made in writing to [email protected] within 5 days of board approval. HGACE reserves the right to not conduct debriefings if the requests are made after that time. This procedure is NOT available to respondents who did not participate in selected ITBs or RFPs, to non-responsive or non-timely Respondents/Bidders, or when all proposals/bids are rejected.

CONTRACT AWARDS
One or more contracts may be recommended in each of the listed H-GAC Product Categories, at H-GAC’s sole discretion. Offerings made by a single Proposer in more than on Category will be considered separately. On approval of an award recommendation by the H-GAC Board, a contract may be offered to the recommended awardee(s). If the parties are unable to come to an agreement on the contract, H-GAC may withdraw the offer at HGAC’s sole discretion.

Specifications prepared by
Houston-Galveston Area Council
#5..
- 104 -
PE05-21 Traffic Control, Enforcement & Signal Preemption Equipment Oct 29, 2020 ---------- Final ---------- Page 12 of 12
Cooperative Purchasing Program
For questions about this Invitation, please contact:

Bill Burton
Ph: 832-681-2514
FX: 713-993-4548
Email: [email protected]
#5..
- 105 -
Invitation No.: PE05-21
Title:

This Section contains the following H-GAC FORMS .

FORM DESCRIPTION
Form A: Offeror Identification and Authorized Signatory Form B: Historically Underutilized Business Enterprises Form C: Response Checklist
Form D: Offered Items Pricing
Form E: Published Options
Form H: Product Summary
Form W-9 Request for Taxpayer Identification Number and Certification
Form CIQ Conflict of Interest Questionnaire
Form 1295 Certificate of Interested Parties
CCI Contractor Contact Information
HB 89 Prohibition on Contracts with Companies Boycotting Israel

SECTION C - H-GAC FORMS
(Rev 12/02/09)
For Use In Responding To Competitive Bid And Proposal Invitations These FORMS are hereby made available in electronic format. They should be copied to Offeror's computer for completion and/or printout as required. The FORMS may not be changed or altered in any way, except as may be specified on the FORM .

ALL completed FORMS must also be submitted electronically on electronic media (DVD, CDRom, flash/thumb drive), excepting of course for signatures. The printed "Original" of the response will be considered as the official copy in case of any discrepancy between the electronic version and the printed Original.

Traffic Control, Enforcement & Signal Preemption Equipment #5..
- 106 -
Invitation No.: PE05-21
Invitation Title:

Offeror Company:

Offeror Status:

Response Type(1):

Contract Signatory(2): Title:

Mailing Address(3):

Street/PO Box City State & Zip
Physical Address:

Street City State & Zip
Phone: Fax:

Email Address:

Federal Tax ID No.: Web Page URL:
(1) If Joint Offering, all parties must submit a signed Form A. A contract will be offered to each. (2) Person who will sign final contract documents if an award is made. (3) Address to which final contract documents would be sent for signature.

Contact Person(4): Title:

Mailing Address:

Street/PO Box City State & Zip
Physical Address:

Street City State & Zip
Toll Free Phone: Fax:

Email Address:
(4) Person who End Users will contact for product information and to get pricing quotes.

The Signatory below, on behalf of Offeror:

Signature: Title:

Printed Name: Date:
- Acknowledges having thoroughly reviewed the Invitation; - Attests to having the authority to sign this response and commit Offeror to honor all requirements; - Makes, under penalty of perjury, all required Offeror Certifications as detailed in General Terms; - Certifies that all information provided in this Response is true and correct.

Member Contact Information

FORM A - OFFEROR IDENTIFICATION & AUTHORIZED SIGNATORY
(DO NOT handwrite this Form. Information must be typed in.) Traffic Control, Enforcement & Signal Preemption Equipment (Legal name of business which will appear on contract, if awarded) Manufacturer Dealer/Distributor Other Multiple Offerors Acting Jointly
Single Offeror Acting
Alone Or As Lead
#5..
- 107 -
Procurement No.: PE05-21
Title:

Offeror:

Title: Date:

On a separate sheet, list any subcontractors that would be employed in providing products or services related to this procurement.

Include subcontractor name, designation (HUB, DBE, etc.) and certifying/listing authority.

HUB Status Of Offeror
Designation(s):

Certifying/Listing Authority(s):

Subcontracts

FORM B - HISTORICALLY UNDERUTILIZED BUSINESS ENTERPRISES Note 2: The terms "Certified" and "Listed" as used in conjunction with HUB programs relate to the process of HUB qualification review. Jurisdictions usually require that companies claiming HUB status be reviewed and confirmed as meeting certain minimum requirements to claim that status, and that the review and confirmation process be carried out by certain designated entities. They are then "Certified" or "Listed" by having their name included on an official listing published by the Certifying or Listing Authority.

HGACBuy is comitted to promoting full and equal business opportunities for HUB contractors, and to assisting Cooperative Purchasing Program (COOP) Members in meeting mandated HUB goals. In that regard, Contractor shall make a good faith effort to use the services of Certified/Listed (See Note 2) HUBs whenever possible.

As part of a good faith effort, Contractor agrees to work with and assist HGACBuy Members in meeting HUB targets and goals, as may be required by any rules, processes or programs they might have in place. Such assistance may include such things as compliance with reporting requirements, provision of documentation, consideration of 'Certified/Listed' subcontractors, provision of documented evidence that an active participatory role for a HUB entity was considered in a procurement transaction, etc.

Most, if not all, of the Members of HGACBuy are subject to various requirements relative to purchasing goods and services from Historically Underutilized Business Enterprises (HUBs)(See Note 1). These requirements are promulgated by federal and state governmental authorities, and include measureable criteria such as 'percentage of total dollars spent directed to HUBs', 'number of HUB contractors used', 'HUB subcontractors employed by primary contractors', etc. These requirements are generally formalized in goal oriented programs.

Note 1: There are many designations other than "HUB" used across the country within various jurisdictions. Examples include terms such as Disadvantaged Business Enterprise (DBE), Minority Owned Business Enterprise (MBE), Woman Owned Business Enterprise (WBE), Small Disadvantaged Business (SDB), Small, Woman or Minority-owned Business (SWAM), etc. Regardless of the formal designation, the overall objective of the relavant programs is basically the same, i.e. to insure that disadvantaged and underutilized members of the business community receive a fair share of public spending. The term HUB as used herein shall be understood to encompass all such programs/business enterprises, no matter what terminology is used by the Member.

Traffic Control, Enforcement & Signal Preemption Equipment Accepted and Agreed By:

HUB DBE MBE WBE Other
Subcontractor List attached. No Subcontractors will be used.

Offeror is a HUB, as detailed below. Offeror is not a HUB. #5..
- 108 -
Procurement No.: PE05-21
Title:

Offeror:

This Response Includes: Init.
1 2
3 4
5 6
7 8
9 10
11 n/a
An "Original" hard copy of the COMPLETE submission, including all required FORMS, plus one copy, each in a separate hard-sided 3-ring binder.

A copy of the COMPLETE submission, including all required FORMS , in electronic format (CD, DVD, flash drive). Forms D & E are to be provided in an excel format.

An originally signed Form A from all entities who are party to this submission and who should be offered a contract if this submission is successful. Note: Contracts cannot be awarded without a properly completed Form A. Form A's must be sumitted with the bid package and cannot be accepted once bids have been opened.

FORM C - RESPONSE CHECKLIST
Traffic Control, Enforcement & Signal Preemption Equipment This FORM is provided to help insure that all required Response elements have been completed and included, or certified as being available upon request. Responses that do not comply with all requirements may be considered non-compliant. Offeror's signatory must review each item below, and certify by initialing in the space to the right.

Forms A, B, C, D, E, H, (EXCEL FORMAT), 1295, W-9, CIQ, HB89, CCI. A 1295, W-9, CIQ & HB89 form shall be provided from each entity that has submitted a Form A for this submission.

Form CIQ, if required by law, completed and signed. (The Form, and instructions for its use, can be found at: http://www.ethics.state.tx.us/whatsnew/conflict_forms.htm) If Form CIQ does not apply, put "N/A" in the box to the right.

A Bid/Proposal Bond, or Cashier’s Check in the amount of $3000. (A percentage bond is NOT acceptable.)
The required list of References.

Details of "Service Organization", including locations, hours, personnel and parts/service availability. (Applies to hard goods only.)
Complete Warranty Documentation for all Products offered.

The manufacturer’s latest Specification Documents detailing standard features, operating characteristics, etc., for all products offered.

If the Non-Resident Reciprocal Bid Act applies, a copy of your state statute and a determination of the status of Texas bidders/proposers in your home state. If not applicable, indicate "N/A" #5..
- 109 -
FORM D - OFFERED ITEMS PRICING Procurement No.: PE05-21 Offeror
Name:

H-GAC
Product
Code
Item Description
(Offeror may not change any desctiption or add items)
Offered
Price

Page 5 of 7 ends

Safety and Communities CommitteeJanuary 13, 2025

Safety and Communities Committee
January 13, 2025