Agenda packet — Modesto City Council, February 4, 2025 (part 2 of 3)

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.

COMMITTEE RECOMMENDATION:

On January 13, 2025, this item was presented to the Safety and Communities Committee, and the Committee recommended forwarding the item to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving 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 authorizing the City Manager, or his designee, to execute the Agreement. #7..
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City Council, February 4, 2025
Fire Department Training Services MOU

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Approved by:

Kevin Wise, Fire Chief
Joseph P. Lopez, City Manager
Attachments

1. Resolution

2. Memorandum of Understanding
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MODESTO CITY COUNCIL
RESOLUTION NO. 2025-?

RESOLUTION APPROVING A MEMORANDUM OF UNDERSTANDING (MOU) FOR

SERVICE BETWEEN THE CITY OF CERES, THE CITY OF MODESTO, THE

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

DEPARTMENT TRAINING SERVICES AND AUTHORIZING THE CITY MANAGER,

OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT
WHEREAS, the Modesto Fire Department is an all-risk fire department that responds to multiple types of emergency incidents and firefighters must be well trained and proficient in all emergencies; and
WHEREAS, 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; and WHEREAS, 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; and
WHEREAS, 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; and WHEREAS, the Joint Training Division will be responsible for the ongoing training of all operational personnel; and
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WHEREAS, 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.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Memorandum of Understanding for service between the City of Ceres, the City of Modesto, the Stanislaus Consolidated Fire Protection District, the City of Turlock, and the Stanislaus County Fire Warden’s Office for Fire Department Training Services.

BE IT FURTHER RESOLVED that the City Manager or his designee is hereby authorized to execute the agreement, in a form approved by the City Attorney.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of February 2025, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

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

DIANE NAYARES-PEREZ, City Clerk
APPROVED AS TO FORM:

BY:

JOSE M. SANCHEZ, City Attorney
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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:
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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 #7..
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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:
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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 #7..
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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
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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
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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 #7..
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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
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9 EXHIBIT A

MODESTO /CERES/SALIDA/TURLOCK 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 position)
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
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1 https://www.modestogov.com/DocumentCenter/View/18350/Blight-Abatement-Strategy-Printable-PDF?bidId=

CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 4, 2025
Date: January 13, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Blight Abatement Advisory Committee Bylaws Amendment CONTACT: Myriah Hill, Solid Waste Supervisor, [email protected], 209-577-5495 DESCRIPTION:

Consider approving an Amendment to the Bylaws of the Modesto Blight Abatement Advisory Committee to allow for the two positions of registered electors of Stanislaus County to be filled by registered electors of the City of Modesto for one term if no applications for these positions are received. (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:

The City of Modesto experiences blight in both public and private spaces. This includes illegal dumping of trash and large items such as mattresses, appliances, tires, green waste, vehicles, machine parts, illegal encampments, tagging, 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 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 #8..
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City Council, February 4, 2025
Blight Abatement Advisory Committee Bylaws Amendment

Page 2 of 3 ends

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. On December 19, 2024 the BAAC 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.

The BAAC is also attended by one non-voting Councilmember appointed annually. Language was amended in the bylaws to clarify that this is a non-voting position on the BAAC.

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.

COMMITTEE RECOMMENDATION:

On January 13, 2024, the Safety and Communities Committee recommended an amendment to the bylaws for the Blight Abatement Advisory Committee and to forward the item to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Amendment to the Bylaws of the Modesto Blight Abatement Advisory Committee to allow for the two positions of registered electors of Stanislaus County to be filled by registered electors of the City of Modesto for one term if no applications for these positions are received.
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City Council, February 4, 2025
Blight Abatement Advisory Committee Bylaws Amendment

Page 3 of 3 ends

Approved by:

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

1. Resolution

2. Attachment A – Current BAAC Bylaws

3. Attachment B – Proposed Bylaws
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02/04/2025/PW/MHill/Item X 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025–XX

RESOLUTION APPROVING AN AMENDMENT TO THE BYLAWS OF THE

MODESTO BLIGHT ABATEMENT ADVISORY COMMITTEE TO ALLOW

FOR THE TWO POSITIONS OF REGISTERED ELECTORS OF STANISLAUS

COUNTY TO BE FILLED BY REGISTERED ELECTORS OF THE CITY OF

MODESTO FOR ONE TERM IF NO APPLICATIONS FOR THESE POSITIONS

ARE RECEIVED
WHEREAS, in 2019, during the Strategic Planning sessions with community members, a major theme was dissatisfaction regarding blight throughout the City; and WHEREAS, on December 10, 2019, by Resolution 2019-555, City Council approved the Blight Abatement Strategy, which included the creation of a blight abatement taskforce comprised of public and private stakeholders that will make recommendations to the City regarding program improvements, potential funding opportunities, and support increasing volunteerism; and WHEREAS, on October 13, 2020, by Resolution 2020-428, City Council approved the formation of the Blight Abatement Advisory Committee (BAAC) and the bylaws and solicited membership of the committee’s nine members; and WHEREAS, the original bylaws state that the nine members of the Committee shall be registered electors of the City and two of the nine shall live outside the City but be registered electors of Stanislaus County; and
WHEREAS, ongoing vacancies have affected the efficiency and desired outcomes originally expected of the Committee; and
WHEREAS, the two positions of registered electors of Stanislaus County rarely receive applications, leaving these positions vacant on a regular basis; and #8..
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02/04/2025/PW/MHill/Item X 2 2025-XX
WHEREAS, at their December 19, 2024 meeting BAAC members voted unanimously to amend the BAAC bylaws such that when no applications are received for the two positions of registered electors of Stanislaus County, two eligible candidates for registered electors of the City of Modesto may be appointed to fill these positions for one term.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Amendment to the Bylaws of the Modesto Blight Abatement Advisory Committee to allow for the two positions of registered electors of Stanislaus County to be filled by registered electors of the City of Modesto for one term if no applications for these positions are received.
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02/04/2025/PW/MHill/Item X 3 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of February 2025, by Councilmember? who moved its adoption, which motion being duly seconded by Councilmember? was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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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

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(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
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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
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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
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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
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beyond any of the powers and duties given to the Committee by the City Council.

Blight Abatement Advisory Committee Bylaws
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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;
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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. #8..
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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 #8..
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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 #8..
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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. #8..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 4, 2025
Date: December 23, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Parking Access Control Revenue System Upgrade, Field Devices and Software CONTACT: Patrick Crowley, Senior Public Works Manager, [email protected], 209-402-6812
DESCRIPTION:

Consider approving the Agreement with Amano McGann, Inc., Roseville, MN for Parking Access Control Revenue System Upgrade, Field Devices and Software for a total amount not to exceed $991,495 over four years. (Funding Source: Measure H Funds) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

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

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

On March 2, 2010, by Resolution No. 2010-076, the City awarded Amano McGann, Inc. the Agreement for the hardware installation and on-premises server and software of the original Parking Access Control Revenue System (PARCS). The City has held Annual Agreements for Parking Garage Automated System Equipment with Amano McGann, Inc. in the years since, with the current agreement set to expire April 2, 2025. #9..
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On October 17, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for PARCS upgrade, field devices and software. A bid waiver was approved with the bidding exception of Original Equipment Manufacturer (OEM) as purchasing an entire new system through another supplier would be significantly more expensive and time extensive.

DISCUSSION:

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

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

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

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchase Agency’s requirements can be met solely by a single article or process. Here, purchasing an entire new system with a new vendor would cost substantially more than upgrading the current system. Therefore, staff recommends the Parking Access Control Revenue System Upgrade, Field Devices and Software Agreement with Amano McGann, Inc. should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) since Amano McGann, Inc. is the Original Equipment Manufacturer of Amano branded equipment.

FISCAL IMPACT:

Below is a breakdown of the Anticipated Agreement Expenditures. A 5.5% Consumer Price Index increase has been added for years two, three, and four to allow for any future price increases. The anticipated cost of $991,495 is currently budgeted in the Measure H Fund for FY 2024-2025 in account 0160-53251-53300 and was approved as part of the FY 2024-25 Measure H Spending Plan as part of the FY 2024-25 Adopted Budget by the City Council.

Also, the term has been reduced to four years for the SaaS agreement due to an industry price increase of eight percent in 2025.
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ANTICIPATED AGREEMENT EXPENDITURES
9th Street
Year 1 Year 2 Year 3 Year 4 Total
Initial Install $332,867 $332,867
Monthly $1,096 $1,156 $1,220 $1,287
Yearly Total $13,152 $13,872 $14,640 $15,444 $57,108
9th Street – 4-Year Total $389,975
10th Street
Year 1 Year 2 Year 3 Year 4 Total
Initial Install $370,805 $370,805
Monthly $1,435 $1,514 $1,597 $1,685
Yearly Total $17,220 $18,168 $19,164 $20,220 $74,772
10th Street – 4-Year Total $445,577
11th Street
Year 1 Year 2 Year 3 Year 4 Total
Initial Install $110,859 $110,859
Monthly $865 $913 $963 $1016
Yearly Total $10,380 $10,956 $11,556 $12,192 $45,084
11th Street – 4-Year Total $155,943
Year 1 Total $855,283
4-Year Agreement Total $991,495
*Years 2-4 Includes a 5.5% escalator
COMMITTEE RECOMMENDATION:

This item was presented to the Finance Committee on November 13, 2024, and was recommended to forward to Council for approval.

The Finance Committee requested additional confirmation related to dual language, English and Spanish, as well as staff to visit installation sites with similar systems installed. Staff reviewed #9..
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Parking Access Control Revenue System Upgrade, Field Devices and Software

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several installation sites and confirmed ease of use. Spanish language option is a requirement and Amano McGann has guaranteed this will be provided as soon as the programming control issues are rectified and planned for second quarter of the calendar year.

Confirmation of existing installation sites and verification of the timing for dual-language feature resulted in a price increase on January 1, 2025. The figures have been adjusted from the original Finance Committee presentation. The software term also was adjusted to a four-year term to remain within the approved budget.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Agreement with Amano McGann, Inc., Roseville, MN for Parking Access Control Revenue System Upgrade, Field Devices and Software for a total amount not to exceed $991,495 over four years, and authorizing the City Manager, or his designee, to execute the Agreement.

Approved by:

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

1. Resolution

2. Amano McGann Proposal_9th Street Garage

3. Amano McGann Proposal_10th Street Garage

4. Amano McGann Proposal_11th Street Garage

5. AMI Agreement with Exhibits

6. SaaS Terms and Conditions

7. Bid Waiver (Including OEM Letter)

8. Financial Interest Disclosure form
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1 2024-

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-XXX

RESOLUTION APPROVING THE AGREEMENT WITH AMANO MCGANN,
INC., ROSEVILLE, MN FOR PARKING ACCESS CONTROL REVENUE

SYSTEM UPGRADE, FIELD DEVICES AND SOFTWARE FOR A TOTAL
AMOUNT NOT TO EXCEED $991,495 OVER FOUR YEARS, AND

AUTHORIZING THE CITY MANGER, OR HIS DESIGNEE, TO EXECUTE

THE AGREEMENT
WHEREAS, the City of Modesto Public Works Department, Parking Services Division, operates and services the City’s three parking garages and five surface lots.

Through hourly parking rates and monthly contractual charges to area businesses, the City’s parking facilities are fully funded; and
WHEREAS, on March 2, 2010, by Resolution No. 2010-076, the City awarded Amano McGann, Inc. the Agreement for the hardware installation and on-premises server and software of the original Parking Access Control Revenue System (PARCS). The City has entered into Annual Agreements for Parking Garage Automated System Equipment with Amano McGann, Inc. in the years since, with the current agreement set to expire April 2, 2025; and
WHEREAS, on October 17, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for PARCS Upgrade, field devices and software. A bid waiver was approved with the bidding exception of Original Equipment Manufacturer (OEM) as purchasing an entire new system through another supplier would be significantly more expensive and time extensive; and
WHEREAS, the proposed upgrade of the Amano One software includes license plate reader technology, touchless entry, pay, and the ability to manage gateless ingress/egress. Enhanced intercom technology, cameras at gate entrance and exit #9..
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2 2024-
machines and intuitive pay stations, will improve customer service for both permit holders and general users of the City’s garages. Additionally, the software will be cloud based and reduce the burden on City staff and the budget for maintaining servers and software. The upgraded PARCS will improve overall garage management through enhanced controls and reporting capabilities; and
WHEREAS, on September 26, 2024, this item was presented and approved by the Technology Steering and Alignment Committee by a unanimous 5-0 vote; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchase Agency’s requirements can be met solely by a single article or process. Here, purchasing an entire new system with a new vendor would cost substantially more than upgrading the current system. Therefore, staff recommends the Parking Access Control Revenue System Upgrade, Field Devices and Software Agreement with Amano McGann, Inc. should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) since Amano McGann, Inc. is the Original Equipment Manufacturer of Amano branded equipment; and
WHEREAS, on November 13, 2024, this item was presented to Finance Committee where the committee requested additional confirmation related to dual language, English and Spanish, as well as staff to visit installation sites with similar systems installed. Staff reviewed several installation sites and confirmed ease of use.

Spanish language option is a requirement and Amano has guaranteed this will be #9..
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3 2024-
provided as soon as the programming control issues are rectified and planned for secondquarter of the calendar year.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an agreement with Amano McGann, Inc., Roseville, MN for Parking Access Control Revenue System Upgrade, Field Devices and Software for a total amount not to exceed $991,495 over four years.

BE IT FURTHER RESOLVED the City Manager, or his designee, is hereby authorized to execute these agreements in a form approved by the City Attorney. #9..
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4 2024-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of February 2025, by Councilmember __________________, who moved its adoption, which motion being duly seconded by Councilmember _______________, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________

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

BY: ____________________________________
JOSE M SANCHEZ, City Attorney
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YOUR PARKING

TECHNOLOGY PARTNER

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

Modesto, CA
95354
Submission Date
12/9/2024
Submitted To:

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

December 18, 2024
Patrick Crowley
City of Modesto
935 11th St.

Modesto, CA 95354
Dear Patrick,

Thank you for the opportunity to provide a state-of-the-art Amano ONE PARCS upgrade proposal for the 9th Street Garage located in Modesto, CA. As a longtime customer of Amano McGann, we value your business partnership throughout the years and are pleased to showcase our most sophisticated and reliable platform yet. The following proposal and pricing includes the enhanced capabilities which we have recently discussed, including Amano McGann's commitment to provide Spanish-language instructions,
The simplified, powerful and scalable Amano ONE cloud-based solution is an industry game changer that will exceed the requirements and expectations of the City's stakeholders. Compared to legacy PARCS solutions, the Amano ONE platform is fully cloud-based, re-imagined from the ground up, and leverages the latest technologies resulting in improved controls and maximum efficiencies for your facility operations. In addition to the fastest hardware and software in the industry, the Amano ONE cloud-based system offers a variety of forward-looking solutions including the following features:
● ‘True’ Cloud-Based Platform – Powerful, responsive design which allows for management of parking operations from any device with no apps needed.
● Only one moving component (printer) inside the revenue devices for minimized risk of broken parts and substantially less system downtime.
● License Plate Recognition (LPR) – Utilize license plate numbers as a credential for employee and contract parkers to expedite parking facility ingress and egress and pair license plate numbers with entry tickets for transient parkers to easily verify actual arrival in the event of lost tickets. Note: Not included in this proposal but can be added at any time the City desires.
● Effortless switch to Prepaid and Event Mode on entry devices with additional Windcave EMV terminals. ● Contactless Access and Payment Solutions – Eliminate touch points to enhance the safety and overall parking experience with handsfree access and contactless payment options. ● Credit Card Exit Pay – Offer the convenience of cash and the security of contact and NFC credit card payments with a PCI P2PE certified processing solution.
● Mobile Pay-by-Phone – Provide the convenience of paying parking fees via a smartphone with no app to download.
● Proximity Readers – Accelerate ingress and egress for monthly cardholders with integrated proximity readers. ● Mobile and Online Validations – Offer a variety of validation options including virtually validating tickets through a web browser or scanning a QR validation code on a mobile device. ● Built-in Call Center – Easily respond to patron calls, view transaction details, push new rates, apply discounts, or vend gates with Amano ONE’s built-in camera and IP intercom. ● Local support for when you do need us - Despite the Amano ONE platform being up to 95% less service dependent than any of its' predecessors, Amano McGann is still local and available for when you do need us! ©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. #9..
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©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

Because the City of Modesto has been a long-time customer of Amano McGann, we have offered a steep customer discount to show our appreciation of your partnership through the years.

We are fully committed to rewriting the standard of what a PARC system delivers and the expectations that come along with it. We are confident that utilizing Amano ONE at the 9th Street Garage will be a story worth telling repeatedly. We look forward to writing this next chapter with you.

Sincerely,
Lew Kious
Sales- Northern California
Amano McGann, Inc.

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©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

QUOTE 5354
Project Name: City of Modesto 9th St. Garage Amano One
SKU Name # Price Total Discount
Entry/Exit Lanes
AOTD1/A1G00BE Amano ONE Entry
Station - RP40 HID, No
CC
Barcode ticket, 1D/2D
barcode scanner, RP40 HID
Multiclass proximity reader,
thermal ticket/receipt printer,
IP intercom, and camera.

Amano EN75 Light Gray
(RAL 7047) and standard
graphics panel.
3 $16,600.00 $41,334.00 -$8,466.00
AOCC1/A1G01BE Amano ONE Exit Station
- Windcave, RP40 HID
Barcode ticket, 1D/2D
barcode scanner, RP40 HID
Multiclass proximity reader,
thermal ticket/receipt printer,
IP intercom, camera, and
Windcave SCR200F-VM
contact/contactless credit
card reader. Amano EN75
Light Gray (RAL 7047) and
standard graphics panel.
4 $19,590.00 $65,038.80 -
$13,321.20
AOCARD1/A1G000BA AO Access Reader -
RP40 HID, No CC
1D/2D barcode scanner,
RP40 HID Multiclass
proximity reader, IP intercom,
and camera. Amano EN75
Light Gray (RAL 7047) and
standard graphics panel.
2 $7,500.00 $12,450.00 -$2,550.00
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©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc.

RM-100A Reader Pedestal, Aria
Aria Grey (RAL 7047).
2 $370.00 $614.20 -$125.80
A-1210/2A3 AMI Direct Drive Gate,
Integrated Field Connect
Board Version, Aria Grey
110V, L-Hand, Amano EN75
Gray (RAL 7047). Includes
factory-installed Field
Connect Board.
9 $5,070.00 $37,872.90 -$7,757.10
AL35 11 ft. Folding Gate Arm,
Aluminum, L-Hand
AMI-1200 Series Only.
9 $757.00 $5,654.79 -$1,158.21
Pay on Foot Stations
AOCASH1/A1001BP Amano ONE Cash &
Credit Card Pay-on-Foot
Station - Windcave, No
Prox, Tall Base
Barcode ticket, 1D/2D
barcode scanner, thermal
ticket/receipt printer, locking
bill safe, recycling bill
cassettes, IP intercom,
camera, and Windcave
SCR200F-VM
contact/contactless credit
card reader. Amano EN75
Light Gray (RAL 7047), tall
base, and standard graphics
panel.
1 $38,580.00 $32,021.40 -$6,558.60
AOCC1/A1001BP Amano ONE Credit Card
Only Pay-on-Foot Station
- Windcave, No Prox
Barcode ticket, 1D/2D
barcode scanner, thermal
2 $19,250.00 $31,955.00 -$6,545.00
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©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. ticket/receipt printer, IP
intercom, camera, and
Windcave SCR200F-VM
contact/contactless credit
card reader. Amano EN75
Light Gray (RAL 7047) and
standard graphics panel.

Network
AONW/00001 Amano ONE Network Kit 1 $3,376.00 $2,802.08 -$573.92 8TC-G-L-Cisco Miscellaneous Network 1 $5,000.00 $4,150.00 -$850.00 Consumables
ATD‐804700 Paper Roll, Amano ONE
Lane/Cash
For Aria Series One
Entry/Exit/POF Stations.
60mm x 455' thermal paper
roll (price per roll).
20 $62.00 $1,029.20 -$210.80
PMC4845H Proximity Cards 26Bit
Wiegand HID
26Bit Wiegand HID H10301
format, permanently
numbered proximity cards.

System Code Range: 1-255
Card Number Range: 1-
65,535 Minimum order 100
cards. Custom graphics
require SETUP/CARDS and
minimum order of 500 cards.

Contact Channel Support for
quote on custom printed
cards.
400 $9.00 $2,988.00 -$612.00
Phase 2 License Plate Recognition
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AU-K-V-WS850-
AMANO
☐ Genetec AutoVu
SharpV Camera, White,
850nm - White AutoVu
SharpV Camera Kit
which includes SharpV
Standard Range Dual
(LPR and Context) lens
and 850nm illuminator,
Videotek mounting and
Sharp Camera
Connection. POE+
Required. Cable not
included.
7 $7,815.00 $35,558.25 -
$19,146.75
P120B ☐ 120" Single Post
Mount w/ 8" Base
5 $670.00 $2,345.00 -$1,005.00
AGP-0134 ☐ Single Channel
Vehicle Detector
12/24V AC/DC.

AMI/AGP/AMG Series.
5 $264.00 $924.00 -$396.00
P-NL08-18/30 ☐ 2' X 6' X 30' LOOP 5 $145.00 $601.75 -$123.25 System Subtotal $237,910.37
Name # Price Total
Civil Work
Data and Electrical Cabling (Estimate Only) 1 $37,072.00 $37,072.00 Installation, Service, and Support
Hardware Installation 1 $24,000.00 $24,000.00
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Service Subtotal $61,072.00
Name Price Total
Freight
Shipping $7,350.00 $7,350.00
Freight Total $7,350.00
Name Price Total
Applicable Tax
Sales Tax 8.875% $26,534.69 $26,534.69
Tax Total $26,534.69
Grand Total: $332,867.06
SKU Name # Price Total
Recurring Costs
AOESSENTIAL Amano ONE Essential Software
Package
Essential Package includes software options
for Card Access, Count, Revenue, Credit
Card, Mobile Payments, Negotiated Fee,
Notifications, Validations, Call Center, MultiTenancy, Core Reservation APIs, and 1 $720.00 $720.00
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Reports. Software package covers up to four
devices. Add AOEPR/00001 for each
additional device.

AOEPR/00001 Amano ONE Additional Device
Software License
Software license for each individual Amano
ONE Entry, Exit, Pay-on-Foot, Pay-in-Lane, or
Reader device beyond the four covered with
the Essential, Premium, or Elite software
packages.
8 $47.00 $376.00
AOEPR/00001 ☐ Amano ONE Additional Device
Software License
Software license for each individual Amano
ONE Entry, Exit, Pay-on-Foot, Pay-in-Lane, or
Reader device beyond the four covered with
the Essential, Premium, or Elite software
packages.
7 $49.00 $343.00
Monthly Total $1,096.00
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Amano ONE Hardware Components

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

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

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

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

Features
· Issues 2D barcode tickets
· Touchless wave sensor ticket issue option
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
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AMANO ONE CREDIT CARD EXIT STATION
Amano ONE Credit Card Exit Stations will be installed in applicable facility exit lanes. The device processes 2D barcode tickets from Amano ONE Entry and Pay-on-Foot Stations for transient patrons. The exit station also accepts validations and pre-paid barcode passes with an option for proximity access credentials. Credit card payment acceptance is enabled through Windcave for secure EMV payment processing with point-to-point encryption.

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

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

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts credit cards, validations, and pre-paid barcode passes · 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
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AMANO ONE CREDIT CARD PAY-ON-FOOT STATION
Amano One Credit Card Pay-on-Foot Stations utilize the same housing and components as the Amano ONE Entry and Exit Stations and can be installed in strategic locations to provide convenient payment options for patrons and an accelerated exit process. The device accepts 2D barcode tickets from Amano ONE Entry Stations for transient patrons and accepts validations. Credit card payment acceptance is enabled through Windcave for secure EMV payment processing with point-to-point encryption.

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

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts credit cards and validations
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
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AMANO ONE CASH & CREDIT CARD PAY-IN-LANE STATION
Amano ONE Cash & Credit Pay-in-Lane Stations deliver the convenience of inlane cash acceptance paired with a small footprint to meet the needs of facilities of any configuration. The device processes 2D barcode tickets from Amano ONE Entry Stations, can facilitate proximity access, and manages payments via cash, credit card, validations, and pre-paid barcode passes. The pay-in-lane station dispenses four bill denominations and features a cash loader cassette and three note cassettes for recycling. Credit card payment acceptance is enabled through Windcave for secure EMV payment processing with point-to-point encryption.

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

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

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts cash, credit cards, validations, and pre-paid barcode passes · Banknote recycler
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
· Optional custom graphic panel
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AMANO ONE CASH & CREDIT CARD PAY-ON-FOOT STATION
Amano ONE Cash & Credit Pay-in-Lane Stations deliver the convenience of inlane cash acceptance paired with a small footprint to meet the needs of facilities of any configuration. The device processes 2D barcode tickets from Amano ONE Entry Stations, can facilitate proximity access, and manages payments via cash, credit card, validations, and pre-paid barcode passes. The pay-in-lane station dispenses four bill denominations and features a cash loader cassette and three note cassettes for recycling. Credit card payment acceptance is enabled through Windcave for secure EMV payment processing with point-to-point encryption.

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts cash, credit cards, validations, and pre-paid barcode passes · Banknote recycler
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
-Optional custom graphic panel
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Amano ONE Related Components and Solutions
AMI-1200 SERIES UNIVERSAL DIRECT DRIVE GATE
AMI-1200 Series Universal Direct Drive Gates will be installed in all entry and exit lanes to control access to each facility. Each gate comes with a dual-channel vehicle detector that will connect to the saw-cut inductance loops.

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

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

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

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

Windcave manages the credit card transactions and payment services utilizing point-to-point encryption from an all-in-one contact and contactless terminal.
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The Amano ONE software platform application and parking hardware, in conjunction with Windcave terminals, provide a complete credit card payment solution. Neither unencrypted credit card data nor sensitive authentication data is stored or transmitted by the Amano ONE system. The Windcave terminals encrypt all credit card data immediately upon swipe or read. #9..
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SOFTWARE SOLUTION

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

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

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

Features
· Cloud-based software deployment
· Simplified, online device onboarding
· Seamless deployment of software updates
· Responsive design
· Portfolio management
· Multi-credential access
· Built-in call center
· Mobile payment functionality
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· System alerts and notifications
· Easily view, add, and manage devices and facilities
· Powerful architecture with secure data encryption and easy up and out scalability #9..
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ACCESS MANAGEMENT
Amano ONE facilitates simplified setup and flexibility for access holders with multi-credential management for each patron and unlimited access groups. Soft and hard anti-pass back can be enforced across all credentials associated with patron accounts. System users can add and update account records with ease and search existing accounts by name, credential number, license plate, or vehicle make or model. Authorized users can view access holder activity from the dashboard with user-selectable filters for credential and activity type.

Features
· Multiple credentials per user
· Barcode, proximity, magstripe, AVI, and more
· Email barcode credentials directly from the software
· Add, edit, and delete access holder records by individual account or access group · View access holder activity from dashboard with one-click access to detailed reports #9..
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REVENUE MANAGEMENT
Amano ONE tracks and records all revenue-based transactional activity from all lane and payment devices. The dashboard displays real-time, graphical transaction information to easily monitor system operations and quickly alert management of system alarms.

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

Features
· Configure, enable, or disable devices
· View real-time and historical transactions
· Remote rate management and deployment
· Graphical dashboard overviews with one-click access to detailed reports #9..
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VALIDATIONS
Amano ONE offers printed and online encrypted validation solutions to provide discounted parking fees. Validation coupons can be printed or applied directly to a patron’s ticket via a sticker. Patrons simply scan their entry ticket and validation sticker to apply a discount and calculate the parking fee at an Amano ONE payment device. Convenient online solutions allow authorized personnel to virtually validate entry tickets through a web browser. The validation is automatically applied when the ticket is scanned at an Amano ONE payment device.

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

Features
· Secure mobile payment
· No app to download
· View parking fees
· Apply validations
· Optional receipt via email
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BUILT-IN CALL CENTER
Amano ONE delivers enhanced customer support through a built-in call center. Parking operations or support personnel can utilize the camera and VoIP intercom built into all Amano ONE entry, exit, and pay-on-foot stations to easily respond to calls from any webenabled device. The built-in call center functionality also provides the ability to view device status and transaction details, push new rates, apply discounts, change monthly parker status, and vend gates.

Features
· Native call center with built-in HD camera and VoIP intercom · View lane device status and transactional details
· Push rates to Amano ONE devices
· Change monthly status
Vend gates
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DASHBOARDS AND REPORTING
Amano ONE offers intuitive, interactive dashboards with comprehensive reporting designed to manage a single facility or an entire portfolio. Dashboard overviews put important information at your fingertips with real-time revenue and occupancy views paired with actionable alerts. The software also provides the ability to select and modify an extensive range of reports to meet the specific requirements of your operations. Reports can be exported to a variety of formats including .CSV, .XLS, .PDF, HTML, and Text.

Features
· Comprehensive reporting tool
· Dashboard overviews with one-click access to detailed reports · Interactive reporting with a multitude of parameter filters · Actionable alerts accessible from the dashboard
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THIRD-PARTY INTEGRATIONS / OPEN API
Amano ONE supports integration with third-party parking reservation applications through an open API service. This allows facilities to provide patrons with cashless options and an enhanced customer service experience which includes parking reservations, coupons, and pre-paid parking. The system communicates with aggregators to verify the validity of passes and coupons when scanned at lane devices and payment stations. Amano ONE also calculates and collects for early arrivals and late departures to ensure accounting of all revenue.
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Terms and Conditions
Conditions and Disclaimers

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

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

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

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

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

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

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

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

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

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

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

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

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

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

15. Allowance pricing, if any, is provided based on the information available at the time of bidding. If pricing exceeds allowance, Amano McGann will provide actual pricing to purchaser before proceeding with work. #9..
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16. Depending on configuration, Airtime, Hosting, Integration and Credit Card Processing fees for Amano Multi-Space Meters are required per meter per month. Price per meter per month is in addition to the base proposal amount and will be billed quarterly or annually depending on agreement.

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

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

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

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

Provided by Others (unless otherwise specified in the proposal) ● Permits, drawings, inspection fees and any costs associated with permits and drawings. ● Any work required to bring the existing facility up to code. ● Re-bar and post tension cable locating.
● Power circuits, conduit, wiring and connections in accordance with Amano McGann specifications and typical layout drawings.
● Low-voltage conduit and wiring in accordance with Amano McGann specifications and typical layout drawings. #9..
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©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. ● Concrete/asphalt (including new, repair/restoration of existing, modifications to existing) and safety bollards in accordance with Amano McGann layout drawings.
● Server system in accordance with Amano McGann specifications. ● High speed internet service with connection provided to the server system (50 Mbps upload and download w/static IP address). Failure to provide internet connectivity and remote access software shall result in standard service charges for any on-site warranty software support.
● For any network runs over 300 ft, it is strongly recommended that fiber optic communication is installed, multi-mode is preferred but single mode can be utilized to accommodate the existing network. Failure to use fiber optic communication may result in poor throughput and ultimately affect the performance of the parking system overall ● All IP networking hardware and configuration for the proper functioning of the system. IP networking devices include, but are not limited to, modems, routers, switches, firewalls, and VPN devices. ● TCP/IP LAN drops to specified areas.
● Dedicated "P.O.T. S" phone lines or analog PABX extensions with wiring provided to the specified communications head end location.
● Merchant account with a Credit Card Processor (Clearinghouse) required for credit card transactions must be received 15 days before installation.
● Canopies / weather-covers for pay-in-lane pay station. ● Construction build-out for lobby pay station.
● Overhead rolling grille/door interface, including safety equipment, IR photo-beam and close timers. ● Remote access for system support via internet connectivity. Owner/operator shall provide a secure user account with login/password credentials to Amano McGann.
● SMTP relay email account with login/password credentials for “Notification Service” software. ● Removal, installation, or tie-in of new or existing third-party card access, camera and/or intercom systems. ● Safe, secure, and climate-controlled location, including office fixtures, for head-end server installation. ● Permission to saw-cut and drill in equipment locations.

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

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

Time of Project Performance
Substantial Completion date is projected f or 90days after receipt of deposit payment and all required setup/configuration order forms, whichever occurs later. Should Amano McGann be delayed in the completion of the work by any act, inaction, or default of #9..
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Client, or of any agent or contractor of Client (“Client Delay”), or by any labor dispute, unusual delay in deliveries, abnormally adverse weather conditions, damage by fire or other casualty or act beyond the control of Amano McGann, then the Substantial Completion Date shall be extended for a period equivalent to the time lost by reason of any of the aforesaid causes. If any Client Delay exceeds 30 days, Client shall accept immediate delivery of the equipment at the jobsite or arrange for delivery to other Client storage location and Amano McGann shall invoice Client any balance due for the equipment. or Substantial Completion Date to be set forth at the time of Contract Execution.

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

Taxes
Applicable taxes included in this proposal. If Client is tax exempt, Client will provide a tax exemption certificate for this project. Client agrees to pay and satisfy any taxes levied in connection with this project and to hold Amano McGann harmless from all tax obligations, penalties and interest imposed by any governmental entity in connection with this Contract. #9..
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Payment Terms

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

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

3. Final 25% invoice upon substantial completion.

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

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

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

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

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

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

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

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

Force Majeure
Amano McGann shall not be liable for any damages, direct, indirect, incidental, or consequential, resulting from delay in performance or nonperformance caused by contingencies, happenings or causes beyond the control of Amano McGann, including, but not limited to, fire, flood, storm, power failure, labor trouble or shortage, war, acts of Government, accidents, material shortage, equipment failures or Acts of God. In the event of the occurrence of any such contingencies, Amano McGann may suspend or terminate its performance hereunder without responsibility to the Client for any damages resulting from such suspension or termination. #9..
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Relationship; Non-Solicitation
Amano McGann and the Client understand and agree that each is an independent contractor. The Client is not a franchisee, partner, broker, employee, servant, or agent of Amano McGann and neither has, nor will represent that it has any power, right or authority to bind Amano McGann or to assume or create any obligations or responsibilities, express or implied, on behalf of Amano McGann or in Amano McGann’s name. Client also agrees not to solicit, contract with, hire or otherwise engage the services of any Amano McGann employee rendering services to the Client for a period of one hundred eighty (180) days after the termination of any and all obligations between the parties.

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

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

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

Proposition 65 Disclaimer
For California Customers - The products to be purchased pursuant to this proposal are not consumer products and are not intended to be consumer products under the California Safe Drinking Water and Toxic Enforcement Act of 1986, codified as Cal. Health & Safety Code § 25249.6, et. seq.
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Acceptance & Authorization
THE PRICES, DELIVERABLES, SPECIFICATIONS AND CONDITIONS ARE SATISFACTORY AND ARE HEREBY ACCEPTED. AMANO MCGANN IS AUTHORIZED TO PERFORM THE WORK AS SPECIFIED.
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Proposal Number: 5354
Total Proposal Amount: $332,867.06
Agreed on Behalf of: City of Modesto
Signature: ________________________________________________________________ Print Name and Title: ________________________________________________________________ Date: _____________________________
Billing Address:
______________________________________________________
______________________________________________________
______________________________________________________
Client PO Number:
___________________________________
Agreed on Behalf of Amano McGann, Inc.:

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

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

TECHNOLOGY PARTNER

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

Modesto, CA
95354
Submission Date:
12/18/2024
Submitted To:

Patrick Crowley
City of Modesto
1036 K St. CA
95354
Prepared By
Lew Kious
San Leandro - 003
[email protected]
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December 18, 2024
Patrick Crowley
City of Modesto
935 11th St.

Modesto, CA 95354
Dear Patrick,

Thank you for the opportunity to provide a state-of-the-art Amano ONE PARCS upgrade proposal for the 10th Street Garage located in Modesto, CA. As a longtime customer of Amano McGann, we value your business partnership throughout the years and are pleased to showcase our most sophisticated and reliable platform yet. The following proposal and pricing includes the enhanced capabilities which we have recently discussed, including LPR cameras and Amano McGann's commitment to provide Spanish-language instructions, The simplified, powerful and scalable Amano ONE cloud-based solution is an industry game changer that will exceed the requirements and expectations of the City's stakeholders. Compared to legacy PARCS solutions, the Amano ONE platform is fully cloud-based, re-imagined from the ground up, and leverages the latest technologies resulting in improved controls and maximum efficiencies for your facility operations. In addition to the fastest hardware and software in the industry, the Amano ONE cloud-based system offers a variety of forward-looking solutions including the following features:
● ‘True’ Cloud-Based Platform – Powerful, responsive design which allows for management of parking operations from any device with no apps needed.
● Only one moving component (printer) inside the revenue devices for minimized risk of broken parts and substantially less system downtime.
● License Plate Recognition (LPR) – Utilize license plate numbers as a credential for employee and contract parkers to expedite parking facility ingress and egress and pair license plate numbers with entry tickets for transient parkers to easily verify actual arrival in the event of lost tickets. ● Effortless switch to Prepaid and Event Mode on entry devices with additional Windcave EMV terminals. ● Contactless Access and Payment Solutions – Eliminate touch points to enhance the safety and overall parking experience with handsfree access and contactless payment options. ● Credit Card Exit Pay – Offer the convenience of cash and the security of contact and NFC credit card payments with a PCI P2PE certified processing solution.
● Mobile Pay-by-Phone – Provide the convenience of paying parking fees via a smartphone with no app to download.
● Proximity Readers – Accelerate ingress and egress for monthly cardholders with integrated proximity readers. ● Mobile and Online Validations – Offer a variety of validation options including virtually validating tickets through a web browser or scanning a QR validation code on a mobile device. ● Built-in Call Center – Easily respond to patron calls, view transaction details, push new rates, apply discounts, or vend gates with Amano ONE’s built-in camera and IP intercom. ● Local support for when you do need us - Despite the Amano ONE platform being up to 95% less service dependent than any of its' predecessors, Amano McGann is still local and available for when you do need us! Because the City of Modesto has been a long-time customer of Amano McGann, we have offered a steep customer discount to show our appreciation of your partnership through the years. ©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. #9..
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We are fully committed to rewriting the standard of what a PARC system delivers and the expectations that come along with it. We are confident that utilizing Amano ONE at the 10th Street Garage will be a story worth telling repeatedly. We look forward to writing this next chapter with you.

Sincerely,
Lew Kious
Sales- Northern California
Amano McGann, Inc.

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QUOTE 5356
Project Name: City of Modesto 10th St. Garage Amano One SKU Name # Price Total Discount
Entry/Exit Lanes
AOTD1/A1G00BE Amano ONE Entry
Station - RP40 HID, No
CC
Barcode ticket, 1D/2D
barcode scanner, RP40 HID
Multiclass proximity reader,
thermal ticket/receipt printer,
IP intercom, and camera.

Amano EN75 Light Gray
(RAL 7047) and standard
graphics panel.
2 $16,600.00 $27,556.00 -$5,644.00
AOCC1/A1G01BE Amano ONE Exit Station
- Windcave, RP40 HID
Barcode ticket, 1D/2D
barcode scanner, RP40 HID
Multiclass proximity reader,
thermal ticket/receipt printer,
IP intercom, camera, and
Windcave SCR200F-VM
contact/contactless credit
card reader. Amano EN75
Light Gray (RAL 7047) and
standard graphics panel.
3 $19,590.00 $48,779.10 -$9,990.90
A-1210/2A3 AMI Direct Drive Gate,
Integrated Field Connect
Board Version, Aria Grey
110V, L-Hand, Amano EN75
Gray (RAL 7047). Includes
factory-installed Field
Connect Board.
11 $5,070.00 $46,289.10 -$9,480.90
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AL35 11 ft. Folding Gate Arm,
Aluminum, L-Hand
AMI-1200 Series Only.
11 $757.00 $6,911.41 -$1,415.59
AOCARD1/A1G000BA AO Access Reader -
RP40 HID, No CC
1D/2D barcode scanner,
RP40 HID Multiclass
proximity reader, IP intercom,
and camera. Amano EN75
Light Gray (RAL 7047) and
standard graphics panel.
6 $7,500.00 $37,350.00 -$7,650.00
RM-100A Reader Pedestal, Aria
Aria Grey (RAL 7047).
6 $370.00 $1,842.60 -$377.40
Pay Stations
AOCC1/A1001BP Amano ONE Credit Card
Only Pay-on-Foot Station
- Windcave, No Prox
Barcode ticket, 1D/2D
barcode scanner, thermal
ticket/receipt printer, IP
intercom, camera, and
Windcave SCR200F-VM
contact/contactless credit
card reader. Amano EN75
Light Gray (RAL 7047) and
standard graphics panel.
2 $19,250.00 $31,955.00 -$6,545.00
AOCASH1/A1001BE Amano ONE Cash &
Credit Card Pay-in-Lane
Station - Windcave, No
Prox
Barcode ticket, 1D/2D
barcode scanner, thermal
ticket/receipt printer, locking
bill safe, recycling bill
1 $38,190.00 $31,697.70 -$6,492.30
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camera, and Windcave
SCR200F-VM
contact/contactless credit
card reader. Amano EN75
Light Gray (RAL 7047) and
standard graphics panel.

Network
AONW/00001 Amano ONE Network Kit 1 $3,376.00 $2,802.08 -$573.92 8TC-G-L-Cisco Miscellaneous Network 1 $5,000.00 $4,150.00 -$850.00 Consumables
ATD-804700 Paper Roll, Amano ONE
Lane/Cash
14 $62.00 $720.44 -$147.56
PMC4845H Proximity Cards 26Bit
Wiegand HID
26Bit Wiegand HID H10301
format, permanently
numbered proximity cards.

System Code Range: 1-255
Card Number Range: 1-
65,535 Minimum order 100
cards. Custom graphics
require SETUP/CARDS and
minimum order of 500 cards.

Contact Channel Support for
quote on custom printed
cards.
300 $9.00 $2,241.00 -$459.00
License Plate Recognition Cameras
AU-K-V-WS850-
AMANO
Genetec AutoVu SharpV
Camera, White, 850nm -
White AutoVu SharpV
5 $7,815.00 $25,398.75 -
$13,676.25
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Camera Kit which
includes SharpV
Standard Range Dual
(LPR and Context) lens
and 850nm illuminator,
Videotek mounting and
Sharp Camera
Connection. POE+
Required. Cable not
included.

P120B 120" Single Post Mount
w/ 8" Base
5 $670.00 $2,345.00 -$1,005.00
AGP-0134 Single Channel Vehicle
Detector
12/24V AC/DC.

AMI/AGP/AMG Series.
5 $264.00 $924.00 -$396.00
P-NL08-18/30 2' X 6' X 30' LOOP 5 $145.00 $601.75 -$123.25 System Subtotal $271,563.93
Name # Price Total
Civil Work
Data and Electitrical Cabling 1 $36,922.00 $36,922.00
Installation, Service, and Support
Hardware Installation 1 $27,500.00 $27,500.00
Service Subtotal $64,422.00
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Name Price Total
Freight
Shipping $5,000.00 $5,000.00
Freight Total $5,000.00
Name Price Total
Applicable Tax
Sales Tax 8.875% $29,818.75 $29,818.75
Tax Total $29,818.75
Grand Total: $370,804.68
SKU Name # Price Total
Recurring Costs
AOESSENTIAL Amano ONE Essential Software
Package
Essential Package includes software options
for Card Access, Count, Revenue, Credit
Card, Mobile Payments, Negotiated Fee,
Notifications, Validations, Call Center, MultiTenancy, Core Reservation APIs, and Reports. Software package covers up to four
devices. Add AOEPR/00001 for each
additional device.
1 $720.00 $720.00
AOEPR/00001 Amano ONE Additional Device
Software License
10 $47.00 $470.00
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Software license for each individual Amano
ONE Entry, Exit, Pay-on-Foot, Pay-in-Lane,
or Reader device beyond the four covered
with the Essential, Premium, or Elite software
packages.

AOLF/80002 Amano ONE LPR Camera License.

Software license required for each LPR
camera.
5 $49.00 $245.00
Monthly Total $1,435.00
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Amano ONE Hardware Components

Features
· Issues 2D barcode tickets
· Touchless wave sensor ticket issue option
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
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Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts credit cards, validations, and pre-paid barcode passes · 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
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Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts credit cards and validations
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
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Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts cash, credit cards, validations, and pre-paid barcode passes · Banknote recycler
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
· Optional custom graphic panel
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Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts cash, credit cards, validations, and pre-paid barcode passes · Banknote recycler
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
-Optional custom graphic panel
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CREDIT CARD PROCESSING SUBSYSTEM
The Amano ONE system utilizes a cloud-based third-party payment gateway from Windcave, a validated PCI P2PE® solution.

Windcave manages the credit card transactions and payment services utilizing point-to-point encryption from an all-in-one contact and contactless terminal.
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The Amano ONE software platform application and parking hardware, in conjunction with Windcave terminals, provide a complete credit card payment solution. Neither unencrypted credit card data nor sensitive authentication data is stored or transmitted by the Amano ONE system. The Windcave terminals encrypt all credit card data immediately upon swipe or read. #9..
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SOFTWARE SOLUTION

Features
· Cloud-based software deployment
· Simplified, online device onboarding
· Seamless deployment of software updates
· Responsive design
· Portfolio management
· Multi-credential access
· Built-in call center
· Mobile payment functionality
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©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. · Online validations
· System alerts and notifications
· Easily view, add, and manage devices and facilities
· Powerful architecture with secure data encryption and easy up and out scalability #9..
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Features
· Multiple credentials per user
· Barcode, proximity, magstripe, AVI, and more
· Email barcode credentials directly from the software
· Add, edit, and delete access holder records by individual account or access group · View access holder activity from dashboard with one-click access to detailed reports #9..
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Features
· Configure, enable, or disable devices
· View real-time and historical transactions
· Remote rate management and deployment
· Graphical dashboard overviews with one-click access to detailed reports #9..
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Features
· Secure mobile payment
· No app to download
· View parking fees
· Apply validations
· Optional receipt via email
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Features
· Native call center with built-in HD camera and VoIP intercom · View lane device status and transactional details
· Push rates to Amano ONE devices
· Change monthly status
Vend gates
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Features
· Comprehensive reporting tool
· Dashboard overviews with one-click access to detailed reports · Interactive reporting with a multitude of parameter filters · Actionable alerts accessible from the dashboard
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THIRD-PARTY INTEGRATIONS / OPEN API
Amano ONE supports integration with third-party parking reservation applications through an open API service. This allows facilities to provide patrons with cashless options and an enhanced customer service experience which includes parking reservations, coupons, and pre-paid parking. The system communicates with aggregators to verify the validity of passes and coupons when scanned at lane devices and payment stations. Amano ONE also calculates and collects for early arrivals and late departures to ensure accounting of all revenue.
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Terms and Conditions
Conditions and Disclaimers

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

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

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

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

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

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

15. Allowance pricing, if any, is provided based on the information available at the time of bidding. If pricing exceeds allowance, Amano McGann will provide actual pricing to purchaser before proceeding with work. #9..
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Cellular fees, if any, are the responsibility of the owner.

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

Provided by Others (unless otherwise specified in the proposal) ● Permits, drawings, inspection fees and any costs associated with permits and drawings. ● Any work required to bring the existing facility up to code. ● Re-bar and post tension cable locating.
● Power circuits, conduit, wiring and connections in accordance with Amano McGann specifications and typical layout drawings.
● Low-voltage conduit and wiring in accordance with Amano McGann specifications and typical layout drawings. #9..
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©2023 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. ● Concrete/asphalt (including new, repair/restoration of existing, modifications to existing) and safety bollards in accordance with Amano McGann layout drawings.
● Server system in accordance with Amano McGann specifications. ● High speed internet service with connection provided to the server system (50 Mbps upload and download w/static IP address). Failure to provide internet connectivity and remote access software shall result in standard service charges for any on-site warranty software support.
● For any network runs over 300 ft, it is strongly recommended that fiber optic communication is installed, multi-mode is preferred but single mode can be utilized to accommodate the existing network. Failure to use fiber optic communication may result in poor throughput and ultimately affect the performance of the parking system overall ● All IP networking hardware and configuration for the proper functioning of the system. IP networking devices include, but are not limited to, modems, routers, switches, firewalls, and VPN devices. ● TCP/IP LAN drops to specified areas.
● Dedicated "P.O.T. S" phone lines or analog PABX extensions with wiring provided to the specified communications head end location.
● Merchant account with a Credit Card Processor (Clearinghouse) required for credit card transactions must be received 15 days before installation.
● Canopies / weather-covers for pay-in-lane pay station. ● Construction build-out for lobby pay station.
● Overhead rolling grille/door interface, including safety equipment, IR photo-beam and close timers. ● Remote access for system support via internet connectivity. Owner/operator shall provide a secure user account with login/password credentials to Amano McGann.
● SMTP relay email account with login/password credentials for “Notification Service” software. ● Removal, installation, or tie-in of new or existing third-party card access, camera and/or intercom systems. ● Safe, secure, and climate-controlled location, including office fixtures, for head-end server installation. ● Permission to saw-cut and drill in equipment locations.

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

Time of Project Performance
Substantial Completion date is projected f or 90days after receipt of deposit payment and all required setup/configuration order forms, whichever occurs later. Should Amano McGann be delayed in the completion of the work by any act, inaction, or default of #9..
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Taxes
Applicable taxes included in this proposal. If Client is tax exempt, Client will provide a tax exemption certificate for this project. Client agrees to pay and satisfy any taxes levied in connection with this project and to hold Amano McGann harmless from all tax obligations, penalties and interest imposed by any governmental entity in connection with this Contract. #9..
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Payment Terms

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

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

3. Final 25% invoice upon substantial completion.

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

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

Force Majeure
Amano McGann shall not be liable for any damages, direct, indirect, incidental, or consequential, resulting from delay in performance or nonperformance caused by contingencies, happenings or causes beyond the control of Amano McGann, including, but not limited to, fire, flood, storm, power failure, labor trouble or shortage, war, acts of Government, accidents, material shortage, equipment failures or Acts of God. In the event of the occurrence of any such contingencies, Amano McGann may suspend or terminate its performance hereunder without responsibility to the Client for any damages resulting from such suspension or termination. #9..
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Proposal Validity
This proposal is valid for until 5/31/24. If the executed contract and/or purchase order is received after the expiration date, Amano McGann will issue a revised proposal.

Proposition 65 Disclaimer
For California Customers - The products to be purchased pursuant to this proposal are not consumer products and are not intended to be consumer products under the California Safe Drinking Water and Toxic Enforcement Act of 1986, codified as Cal. Health & Safety Code § 25249.6, et. seq.
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Acceptance & Authorization
THE PRICES, DELIVERABLES, SPECIFICATIONS AND CONDITIONS ARE SATISFACTORY AND ARE HEREBY ACCEPTED. AMANO MCGANN IS AUTHORIZED TO PERFORM THE WORK AS SPECIFIED.
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Proposal Number: 5356
Total Proposal Amount: $370,804.68
Agreed on Behalf of: City of Modesto
Signature: ________________________________________________________________ Print Name and Title: ________________________________________________________________ Date: _____________________________
Billing Address:
______________________________________________________
______________________________________________________
______________________________________________________
Client PO Number:
___________________________________
Agreed on Behalf of Amano McGann, Inc.:

Signature: ________________________________________________________________ Print Name and Title: ________________________________________________________________ Date: _____________________________
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Amano McGann supports numerous
installations across multiple markets through
an extensive sales, service and support
network comprised of branch offices,
dedicated distribution partners, and USbased software development and manufacturing facilities.
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YOUR PARKING

TECHNOLOGY PARTNER

PROPOSAL
Prepared For: City of Modesto 11th St.

Garage Amano One Upgrade
Project Location
935 11th St.

Modesto, CA
95354
Submission Date
12/18/2024
Submitted To:

Patrick Crowley
City of Modesto
Prepared By
Lew Kious
San Leandro - 003
[email protected]
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December 18, 2024
Patrick Crowley
City of Modesto
935 11th St.

Modesto, CA 95354
Dear Patrick,

Thank you for the opportunity to provide a state-of-the-art Amano ONE PARCS upgrade proposal for the 11th Street Garage located in Modesto, CA. As a longtime customer of Amano McGann, we value your business partnership throughout the years and are pleased to showcase our most sophisticated and reliable platform yet. The following proposal and pricing includes the enhanced capabilities which we have recently discussed, including LPR cameras and Amano McGann's commitment to provide Spanish-language instructions, The simplified, powerful and scalable Amano ONE cloud-based solution is an industry game changer that will exceed the requirements and expectations of the City's stakeholders. Compared to legacy PARCS solutions, the Amano ONE platform is fully cloud-based, re-imagined from the ground up, and leverages the latest technologies resulting in improved controls and maximum efficiencies for your facility operations. In addition to the fastest hardware and software in the industry, the Amano ONE cloud-based system offers a variety of forward-looking solutions including the following features:
● ‘True’ Cloud-Based Platform – Powerful, responsive design which allows for management of parking operations from any device with no apps needed.
● Only one moving component (printer) inside the revenue devices for minimized risk of broken parts and substantially less system downtime.
● License Plate Recognition (LPR) – Utilize license plate numbers as a credential for employee and contract parkers to expedite parking facility ingress and egress and pair license plate numbers with entry tickets for transient parkers to easily verify actual arrival in the event of lost tickets. ● Effortless switch to Prepaid and Event Mode on entry devices with additional Windcave EMV terminals. ● Contactless Access and Payment Solutions – Eliminate touch points to enhance the safety and overall parking experience with handsfree access and contactless payment options. ● Credit Card Exit Pay – Offer the convenience of cash and the security of contact and NFC credit card payments with a PCI P2PE certified processing solution.
● Mobile Pay-by-Phone – Provide the convenience of paying parking fees via a smartphone with no app to download.
● Proximity Readers – Accelerate ingress and egress for monthly cardholders with integrated proximity readers. ● Mobile and Online Validations – Offer a variety of validation options including virtually validating tickets through a web browser or scanning a QR validation code on a mobile device. ● Built-in Call Center – Easily respond to patron calls, view transaction details, push new rates, apply discounts, or vend gates with Amano ONE’s built-in camera and IP intercom. ● Local support for when you do need us - Despite the Amano ONE platform being up to 95% less service dependent than any of its' predecessors, Amano McGann is still local and available for when you do need us! Because the City of Modesto has been a long-time customer of Amano McGann, we have offered a steep customer discount to show our appreciation of your partnership through the years. ©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. #9..
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We are fully committed to rewriting the standard of what a PARC system delivers and the expectations that come along with it. We are confident that utilizing Amano ONE at the 11th Street Garage will be a story worth telling repeatedly. We look forward to writing this next chapter with you.

Sincerely,
Lew Kious
Sales- Northern California
Amano McGann, Inc.

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QUOTE 2867
Project Name: Modesto 11th St. Garage Amano One Upgrade SKU Name # Price Total Discount1
Transient Lanes
AOTD1/A1G00BE Amano ONE Entry
Station - RP40 HID, No
CC
Barcode ticket, 1D/2D
barcode scanner, RP40 HID
Multiclass proximity reader,
thermal ticket/receipt printer,
IP intercom, and camera.

Amano EN75 Light Gray
(RAL 7047) and standard
graphics panel.
1 $16,600.00 $13,778.00 -$2,822.00
AOCC1/A1G01BE Amano ONE Exit Station
- Windcave, RP40 HID
Barcode ticket, 1D/2D
barcode scanner, RP40 HID
Multiclass proximity reader,
thermal ticket/receipt printer,
IP intercom, camera, and
Windcave SCR200F-VM
contact/contactless credit
card reader. Amano EN75
Light Gray (RAL 7047) and
standard graphics panel.
1 $19,590.00 $16,259.70 -$3,330.30
A-1210/2A3 AMI Direct Drive Gate,
Integrated Field Connect
Board Version, Aria Grey
110V, L-Hand, Amano EN75
Gray (RAL 7047). Includes
factory-installed Field
Connect Board.
2 $5,070.00 $8,416.20 -$1,723.80
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AL35 11 ft. Folding Gate Arm,
Aluminum, L-Hand
AMI-1200 Series Only.
2 $757.00 $1,256.62 -$257.38
Optional Nested Lanes
AOCARD1/A1G000BA ☐ AO Access Reader -
RP40 HID, No CC
1D/2D barcode scanner,
RP40 HID Multiclass
proximity reader, IP
intercom, and camera.

Amano EN75 Light Gray
(RAL 7047) and standard
graphics panel.
2 $7,500.00 $12,450.00 -$2,550.00
RM-100A ☐ Reader Pedestal, Aria
Aria Grey (RAL 7047).
2 $370.00 $614.20 -$125.80
A-1210/2A3 ☐ AMI Direct Drive Gate,
Integrated Field Connect
Board Version, Aria Grey
110V, L-Hand, Amano EN75
Gray (RAL 7047). Includes
factory-installed Field
Connect Board.
2 $5,070.00 $8,416.20 -$1,723.80
AL35 ☐ 11 ft. Folding Gate
Arm, Aluminum, L-Hand
AMI-1200 Series Only.
2 $757.00 $1,256.62 -$257.38
Pay Stations
AOCC1/A1001BP Amano ONE Credit Card
Only Pay-on-Foot
Station - Windcave, No
Prox
1 $19,250.00 $15,977.50 -$3,272.50
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Barcode ticket, 1D/2D
barcode scanner, thermal
ticket/receipt printer, IP
intercom, camera, and
Windcave SCR200F-VM
contact/contactless credit
card reader. Amano EN75
Light Gray (RAL 7047) and
standard graphics panel.

Network
AONW/00001 Amano ONE Network Kit 1 $3,376.00 $2,802.08 -$573.92 8TC-G-L-Cisco Miscellaneous Network 1 $2,500.00 $2,075.00 -$425.00 Consumables
ATD-804700 Paper Roll, Amano ONE
Lane/Cash
10 $62.00 $514.60 -$105.40
PMC4845H Proximity Cards 26Bit
Wiegand HID
26Bit Wiegand HID H10301
format, permanently
numbered proximity cards.

System Code Range: 1-255
Card Number Range: 1-
65,535 Minimum order 100
cards. Custom graphics
require SETUP/CARDS and
minimum order of 500 cards.

Contact Channel Support for
quote on custom printed
cards.
300 $9.00 $2,241.00 -$459.00
License Plate Recognition
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AU-K-V-WS850-
AMANO
Genetec AutoVu SharpV
Camera, White, 850nm
- White AutoVu SharpV
Camera Kit which
includes SharpV
Standard Range Dual
(LPR and Context) lens
and 850nm illuminator,
Videotek mounting and
Sharp Camera
Connection. POE+
Required. Cable not
included.
2 $7,815.00 $10,159.50 -$5,470.50
P120B 120" Single Post Mount
w/ 8" Base
2 $670.00 $938.00 -$402.00
AGP-0134 Single Channel Vehicle
Detector
12/24V AC/DC.

AMI/AGP/AMG Series.
2 $264.00 $369.60 -$158.40
P-NL08-18/30 2' X 6' X 30' LOOP 2 $145.00 $240.70 -$49.30 System Subtotal $75,028.50
Name # Price Total
Civil Work
Electrical and Data Cabling 1 $14,542.00 $14,542.00
Installation, Service, and Support
Hardware Installation 1 $9,680.00 $9,680.00
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Service Subtotal $24,222.00
Name Price Total
Freight
Shipping $2,800.00 $2,800.00
Freight Total $2,800.00
Name Price Total
Applicable Tax
Sales Tax- 8.875% $8,808.48 $8,808.48
Tax Total $8,808.48
Grand Total: $110,858.98
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SKU Name # Price Total
Recurring Costs
AOESSENTIAL Amano ONE Essential Software Package
Essential Package includes software options for
Card Access, Count, Revenue, Credit Card,
Mobile Payments, Negotiated Fee,
Notifications, Validations, Call Center, MultiTenancy, Core Reservation APIs, and Reports.

Software package covers up to four devices.

Add AOEPR/00001 for each additional device.
1 $720.00 $720.00
AOEPR/00001 Amano ONE Additional Device Software
License
Software license for each individual Amano
ONE Entry, Exit, Pay-on-Foot, Pay-in-Lane, or
Reader device beyond the four covered with the
Essential, Premium, or Elite software packages.
1 $47.00 $47.00
AOLF/80002 Amano ONE LPR Camera License.

Software license required for each LPR
camera.
2 $49.00 $98.00
Monthly Total $865.00
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Amano ONE Hardware Components

Features
· Issues 2D barcode tickets
· Touchless wave sensor ticket issue option
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
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AMANO ONE CREDIT CARD EXIT STATION
Amano ONE Credit Car Exit Stations will be installed in applicable facility exit lanes. The device processes 2D barcode tickets from Amano ONE Entry and Pay-on-Foot Stations for transient patrons. The exit station also accepts validations and pre-paid barcode passes with an option for proximity access credentials. Credit card payment acceptance is enabled through Windcave for secure EMV payment processing with point-to-point encryption.

Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts credit cards, validations, and pre-paid barcode passes · 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
Optional custom graphic panel
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Features
· EMV-ready contact and NFC credit card acceptance through Windcave with P2PE · NFC terminal with options for Apple Pay, Google Pay, and more · Accepts cash, credit cards, validations, and pre-paid barcode passes · Banknote recycler
· 10” color touch screen display
· Barcode scanner
· Built-in camera and VoIP intercom (additional intercom options available) · Native call center capability
· Proximity, AVI, or Bluetooth reader optional
· TCP/IP network connectivity
· Modular USB components for simplified service
· Cloud platform for simplified deployment and seamless updates · Communicates with Amano ONE cloud-based software
-Optional custom graphic panel
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CREDIT CARD PROCESSING SUBSYSTEM
The Amano ONE system utilizes a cloud-based third-party payment gateway from Windcave, a validated PCI P2PE® solution.

Windcave manages the credit card transactions and payment services utilizing point-to-point encryption from an all-in-one contact and contactless terminal.
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The Amano ONE software platform application and parking hardware, in conjunction with Windcave terminals, provide a complete credit card payment solution. Neither unencrypted credit card data nor sensitive authentication data is stored or transmitted by the Amano ONE system. The Windcave terminals encrypt all credit card data immediately upon swipe or read. #9..
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SOFTWARE SOLUTION

Features
· Cloud-based software deployment
· Simplified, online device onboarding
· Seamless deployment of software updates
· Responsive design
· Portfolio management
· Multi-credential access
· Built-in call center
· Mobile payment functionality
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©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. · Online validations
· System alerts and notifications
· Easily view, add, and manage devices and facilities
· Powerful architecture with secure data encryption and easy up and out scalability #9..
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Features
· Multiple credentials per user
· Barcode, proximity, magstripe, AVI, and more
· Email barcode credentials directly from the software
· Add, edit, and delete access holder records by individual account or access group · View access holder activity from dashboard with one-click access to detailed reports #9..
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Features
· Configure, enable, or disable devices
· View real-time and historical transactions
· Remote rate management and deployment
· Graphical dashboard overviews with one-click access to detailed reports #9..
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Features
· Secure mobile payment
· No app to download
· View parking fees
· Apply validations
· Optional receipt via email
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Features
· Native call center with built-in HD camera and VoIP intercom · View lane device status and transactional details
· Push rates to Amano ONE devices
· Change monthly status
Vend gates
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Features
· Comprehensive reporting tool
· Dashboard overviews with one-click access to detailed reports · Interactive reporting with a multitude of parameter filters · Actionable alerts accessible from the dashboard
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THIRD-PARTY INTEGRATIONS / OPEN API
Amano ONE supports integration with third-party parking reservation applications through an open API service. This allows facilities to provide patrons with cashless options and an enhanced customer service experience which includes parking reservations, coupons, and pre-paid parking. The system communicates with aggregators to verify the validity of passes and coupons when scanned at lane devices and payment stations. Amano ONE also calculates and collects for early arrivals and late departures to ensure accounting of all revenue.
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Terms and Conditions
Conditions and Disclaimers

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

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

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

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

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

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

14. Allowance pricing, if any, is provided based on the information available at the time of bidding. If pricing exceeds allowance, Amano McGann will provide actual pricing to purchaser before proceeding with work. #9..
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15. Depending on configuration, Airtime, Hosting, Integration and Credit Card Processing fees for Amano Multi-Space Meters are required per meter per month. Price per meter per month is in addition to the base proposal amount and will be billed quarterly or annually depending on agreement.

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

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

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

Provided by Others (unless otherwise specified in the proposal) ● Permits, drawings, inspection fees and any costs associated with permits and drawings. ● Any work required to bring the existing facility up to code. ● Re-bar and post tension cable locating.
● Power circuits, conduit, wiring and connections in accordance with Amano McGann specifications and typical layout drawings.
● Low-voltage conduit and wiring in accordance with Amano McGann specifications and typical layout drawings. #9..
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©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. ● Concrete/asphalt (including new, repair/restoration of existing, modifications to existing) and safety bollards in accordance with Amano McGann layout drawings.
● Server system in accordance with Amano McGann specifications. ● High speed internet service with connection provided to the server system (50 Mbps upload and download w/static IP address). Failure to provide internet connectivity and remote access software shall result in standard service charges for any on-site warranty software support.
● For any network runs over 300 ft, it is strongly recommended that fiber optic communication is installed, multi-mode is preferred but single mode can be utilized to accommodate the existing network. Failure to use fiber optic communication may result in poor throughput and ultimately affect the performance of the parking system overall ● All IP networking hardware and configuration for the proper functioning of the system. IP networking devices include, but are not limited to, modems, routers, switches, firewalls, and VPN devices. ● TCP/IP LAN drops to specified areas.
● Dedicated "P.O.T. S" phone lines or analog PABX extensions with wiring provided to the specified communications head end location.
● Merchant account with a Credit Card Processor (Clearinghouse) required for credit card transactions must be received 15 days before installation.
● Canopies / weather-covers for pay-in-lane pay station. ● Construction build-out for lobby pay station.
● Overhead rolling grille/door interface, including safety equipment, IR photo-beam and close timers. ● Remote access for system support via internet connectivity. Owner/operator shall provide a secure user account with login/password credentials to Amano McGann.
● SMTP relay email account with login/password credentials for “Notification Service” software. ● Removal, installation, or tie-in of new or existing third-party card access, camera and/or intercom systems. ● Safe, secure, and climate-controlled location, including office fixtures, for head-end server installation. ● Permission to saw-cut and drill in equipment locations.

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

Time of Project Performance
Substantial Completion date is projected or 90days after receipt of deposit payment and all required setup/configuration order forms, whichever occurs later. Should Amano McGann be delayed in the completion of the work by any act, inaction, or default of Client, or #9..
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©2021 Amano McGann, Inc. Information contained in this document is confidential and proprietary to Amano McGann, Inc. of any agent or contractor of Client (“Client Delay”), or by any labor dispute, unusual delay in deliveries, abnormally adverse weather conditions, damage by fire or other casualty or act beyond the control of Amano McGann, then the Substantial Completion Date shall be extended for a period equivalent to the time lost by reason of any of the aforesaid causes. If any Client Delay exceeds 30 days, Client shall accept immediate delivery of the equipment at the jobsite or arrange for delivery to other Client storage location and Amano McGann shall invoice Client any balance due for the equipment. or Substantial Completion Date to be set forth at the time of Contract Execution.

Taxes
Applicable taxes included in this proposal. If Client is tax exempt, Client will provide a tax exemption certificate for this project. Client agrees to pay and satisfy any taxes levied in connection with this project and to hold Amano McGann harmless from all tax obligations, penalties and interest imposed by any governmental entity in connection with this Contract. #9..
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Payment Terms

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

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

3. Final 25% invoice upon substantial completion.

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

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

Force Majeure
Amano McGann shall not be liable for any damages, direct, indirect, incidental, or consequential, resulting from delay in performance or nonperformance caused by contingencies, happenings or causes beyond the control of Amano McGann, including, but not limited to, fire, flood, storm, power failure, labor trouble or shortage, war, acts of Government, accidents, material shortage, equipment failures or Acts of God. In the event of the occurrence of any such contingencies, Amano McGann may suspend or terminate its performance hereunder without responsibility to the Client for any damages resulting from such suspension or termination. #9..
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Proposal Validity
This proposal is valid for until 8/31/24. If the executed contract and/or purchase order is received after the expiration date, Amano McGann will issue a revised proposal.

Proposition 65 Disclaimer
For California Customers - The products to be purchased pursuant to this proposal are not consumer products and are not intended to be consumer products under the California Safe Drinking Water and Toxic Enforcement Act of 1986, codified as Cal. Health & Safety Code § 25249.6, et. seq.
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Acceptance & Authorization
THE PRICES, DELIVERABLES, SPECIFICATIONS AND CONDITIONS ARE SATISFACTORY AND ARE HEREBY ACCEPTED. AMANO MCGANN IS AUTHORIZED TO PERFORM THE WORK AS SPECIFIED.
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Proposal Number: 2867
Total Proposal Amount: $110,858.98
Agreed on Behalf of: City of Modesto
Signature: ________________________________________________________________ Print Name and Title: ________________________________________________________________ Date: _____________________________
Billing Address:
______________________________________________________
______________________________________________________
______________________________________________________
Client PO Number:
___________________________________
Agreed on Behalf of Amano McGann, Inc.:

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

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

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

ARTICLE I
The Work

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

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

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

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

Upgrading PARCS field devices and SaaS
P.O. Box 642
Modesto, CA 95353
991,495
January 28, 2025
November 1, 2025 N/A
December 9, 2024
99,150
City of Modesto
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1.5 The Contractor shall cleanup the Premises in a thorough and workmanlike manner during the progress of work and upon completion.

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

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

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

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

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

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

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

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

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

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

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

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

ARTICLE II
Payment

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

The Down Payment ($____________) shall be made within10 days following the execution of this Contract by both parties.
99,150
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Upon arrival of the equipment at the Project site or other designated location, the Contractor shall submit to the Client a written requisition for payment number 2 in the amount of ($___________).

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

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

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

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

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

ARTICLE III
Indemnification

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

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

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

ARTICLE IV
Insurance

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

Taxes

4.2 Contract Sum does not include any sales, use, excise or other tax unless specifically stated otherwise in the Proposal (Exhibit A). If Client is tax exempt Client will provide Contractor with a tax exemption certificate for this Project. Client agrees to pay and satisfy any taxes levied in connection with this Project, and to hold Contractor harmless from all tax obligations, penalties and interest imposed by any governmental entity in connection with this Contract. 513,200.00
379,145
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ARTICLE V
Termination

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

ARTICLE VI
General Provisions

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

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

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

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

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

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

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

Client Contractor
By: ___________________________ By: ________________________ .

Name:_________________________ Name:_______________________ Date:_______________________ Date:________________________ V1105
Lew Kious
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SOFTWARE AS A SERVICE AGREEMENT
This Software as a Service Agreement (“SaaS Agreement”) is between the Customer, as defined in the applicable Proposal (“Customer”), and Amano McGann, Inc., a Delaware corporation (“AMI”), with its principal place of business at 2699 Patton Road, Roseville, MN 55113, with an effective date as of the date of Customer’s signature on the applicable Proposal (“Effective Date”). Customer and AMI are referred to individually as a “Party,” and collectively as the “Parties.”

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

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

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

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

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

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

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

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

1.8 “IP Rights” means all rights and interests in and to inventions, patents, utility models, designs (whether registered or not and including rights relating to semiconductor topographies), trade secrets, database rights, copyrights, and trademarks (whether #9..
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registered or common law), together with all rights to the grant of licenses and applications for the same, and including all similar or analogous rights, and all other rights in the nature of intellectual and industrial property, throughout the world, and all future rights of such nature.

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

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

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

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

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

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

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

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

2. RIGHTS TO USE THE SERVICES.

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

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

2.3 Customer Acknowledgements. Customer acknowledges that AMI delivers access to the Software Solution on a software-as-a-service basis, and AMI has no physical delivery obligation with respect to the software comprising the Software Solution, and will not ship copies of the Software Solution to Customer. Customer agrees that Customer does not #9..
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acquire any license to use the Software Solution in excess of the scope or duration set forth in the Proposal. Upon the termination of a Proposal or this SaaS Agreement, the licenses granted to Customer, Customer’s right to access or use the Software Solution, and Customer’s right to receive the Support Services from AMI in connection with the Software Solution shall all terminate.

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

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

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

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

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

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

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

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

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

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

3.8 Permit (including by failure to adequately supervise and monitor) any User to share its access credentials for the Software Solution with another. #9..
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3.9 In addition to, and without prejudicing, any other rights or remedies available to AMI, AMI reserves the right to remove or disable Customer’s access to the Software Solution if Customer violates any of the foregoing restrictions. AMI shall have no liability to Customer in the event that AMI takes such action.

4. CUSTOMER RESPONSIBILITIES.

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

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

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

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

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

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

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

5. INTELLECTUAL PROPERTY OWNERSHIP.

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

To the extent the work-made-for-hire doctrine does not apply to any such works, Customer hereby irrevocably transfers and assigns all right, title and interest in and to such works to AMI. AMI’s proprietary data analysis methodology used to provide the Services, and all #9..
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associated mathematical models, algorithms, business processes, designs, software, and source code, including any future modifications, is owned by AMI, including all IP Rights therein. No intellectual property rights are granted to Customer under this SaaS Agreement except as expressly set forth herein.

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

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

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

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

Any Feedback shall not be considered a Derivative Work.

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

6. WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES.

6.1 AMI warrants to Customer that (i) the Software Solution will perform materially as described in this SaaS Agreement for a period of one (1) year following the Effective Date; and (ii) at the time the Software that is part of the Software Solution is made available to Customer hereunder, it does not contain any virus or other malicious code that would cause the Software Solution to become inoperable or incapable of being used in accordance with the Documentation. THE FOREGOING WARRANTIES DO NOT APPLY, AND AMI STRICTLY DISCLAIMS ALL WARRANTIES, WITH RESPECT TO ANY THIRDPARTY PRODUCTS AND SERVICES. #9..
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6.2 The warranties set forth in Section 6.1 do not apply and become null and void if Customer breaches any material provision of this SaaS Agreement, or if Customer, any User, or any other person provided access to the Software Solution by Customer or any User, whether or not in violation of this SaaS Agreement: (i) installs or uses the Software Solution and/or the Software therein on or in connection with any hardware or software not specified in the Documentation or expressly authorized by AMI in writing; (ii) modifies or damages the Software Solution and/or the Software therein; or (iii) misuses the Software Solution or the Software therein, including any use of such Software other than as specified in the Documentation or expressly authorized by AMI in writing.

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

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

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

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

SOFTWARE SOLUTION AND APPLICABLE DOCUMENTATION ARE PROVIDED "AS IS" AND AMI HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. AMI SPECIFICALLY

DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS

FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL

WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION

6.1, AMI MAKES NO WARRANTY OF ANY KIND THAT THE SOFTWARE

SOLUTION AND APPLICABLE DOCUMENTATION, OR RESULTS OF THE USE

THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S

REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY

INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE,

SYSTEM OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE.

6.6 Third Party Websites, Content, Products and Services. The Software Solution may enable Customer to add access to content, products and services of third parties. In the event Customer adds such access, AMI is not responsible for any content provided by such third parties, and Customer bears all risks associated with the access and use of such content, products and services.

7. FEES AND TAXES; EXPENSES.
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7.1 Fees. Customer agrees to pay the fees for all Services set forth in any Proposal including the Software Solution. All fees due pursuant to a Proposal accepted by AMI are noncancelable and the sums paid are non-refundable except as specifically set forth in this SaaS Agreement. Fees for Services listed in a Proposal are exclusive of taxes and expenses.

Notwithstanding anything in a Proposal to the contrary: (i) if AMI has archived data for a Customer for at least three (3) years, AMI may charge Customer for any future data retention and/or archiving to be provided by AMI; (ii) to the extent there are increases by AMI’s third party vendors for the Software Solution, then AMI may increase the fees for the Services hereunder to account for such increase by such third party vendors; (iii) on each one-year anniversary of the SaaS activation date, AMI may adjust pricing by an amount equal to the greater of: (a) three percent (3%); or (b) the percentage equal to the percentage change for services in the Consumer Price Index statistic published by the United States Bureau of Labor; and (iv) if Customer goes over thirty-thousand (30,000) transactions per month (“Transaction Limit”) for two (2) months in a row, AMI reserves the right to raise the fees. All invoiced amounts not reasonably in dispute are due and payable within thirty (30) days of Customer’s receipt of AMI’s invoice. If Customer fails to pay any invoice, or portion thereof, when due, AMI reserves the right to: (i) suspend Customer’s access to the Software Solution and suspend providing Services; (ii) accrue and charge Customer interest at the lower of the rate of eighteen percent (18%) per annum, or the highest rate permitted by Law, from the date due until the date paid; and/or (iii) terminate this SaaS Agreement upon notice to Customer without further obligation to Customer or the refund of any previously-paid fees. Should AMI initiate any legal action or collections proceedings with respect to a past-due invoice, or portion thereof, AMI shall be entitled to recovery of its reasonable expenses in so doing, including without limitation, reasonable attorneys’ fees and court costs.

7.2 Taxes. Customer agrees to pay any sales, use, value-added or other taxes imposed by Law that AMI must remit to relevant taxing authorities based on the Services Customer orders, except for taxes based on AMI’s income.

7.3 Expenses. Customer agrees to reimburse AMI for reasonable expenses incurred in providing any portion of the Services to Customer at Customer’s location(s) or at such other off-site locations that Customer may designate.

8. CONFIDENTIAL INFORMATION.

8.1 Use and Disclosure Restrictions. Recipient shall maintain the confidentiality of Discloser’s Confidential Information and use the same degree of care (but in no event less than a reasonable degree of care) to protect such Confidential Information as Recipient uses to protect its own similar Confidential Information. Recipient shall not discuss, use, disclose, reproduce, disassemble, decompile, or reverse engineer Discloser’s Confidential Information except as permitted under this SaaS Agreement or as otherwise required or expressly permitted by Law.

8.2 Sharing Confidential Information. Subject to this Section 8, (i) AMI may disclose Customer’s Confidential Information only to those employees and subcontractors of AMI who have a need to know for the purposes of providing the Services or to otherwise perform AMI’s obligations under this SaaS Agreement; and (ii) Customer may disclose AMI’s Confidential Information only to those employees and subcontractors of Customer who have a need to know for the purposes of receiving the Services, evaluating AMI’s performance under this SaaS Agreement, or to otherwise exercise Customer’s rights under this SaaS Agreement. Notwithstanding the foregoing, each Party, as applicable, must first ensure that such employees and subcontractors are obligated in writing to comply with #9..
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duties of confidentiality and non-disclosure that are no less stringent than those set forth in this SaaS Agreement, and make commercially-reasonable efforts to prevent employees and subcontractors from unauthorized use or disclosure of the other’s Confidential Information.

8.3 No Grant of Rights. This SaaS Agreement does not grant Recipient any IP Rights in a Discloser’s Confidential Information except as provided in Sections 5.1 and 5.5.

8.4 Disclosures Required by Law. If Recipient becomes required by Law to disclose any of Discloser’s Confidential Information, Recipient shall promptly notify Discloser so that Discloser has an opportunity to seek a protective order or other appropriate relief to safeguard its Confidential Information, to the extent legally permitted. Recipient will thereafter be entitled to disclose only those portions of Discloser’s Confidential Information necessary to strictly comply with Law. Any portion of Confidential Information that is disclosed pursuant to this Section 8.4 remains subject to Section 8 of this SaaS Agreement.

8.5 Notice of Breach and Remedies. Recipient shall notify Discloser immediately upon becoming aware of any breach or threatened breach of this Section 8. Recipient shall provide reasonable assistance to Discloser in connection with any reasonable actions that Discloser takes to prevent or stop the breach or threatened breach. Breach of this Section 8 may cause Discloser irreparable harm, for which monetary damages are not adequate compensation, or are not reasonably capable of being ascertained. Therefore, Discloser is entitled to injunctive or other equitable relief to prevent or stop any breach or threatened breach of this Section 8 without the need to prove actual harm or post any bond, and Recipient will take no action to diminish or impede such rights of Discloser. Nothing in this Section 8 may be construed as limiting Discloser’s right to any other remedies at law or equity.

8.6 Return of Confidential Information. Upon termination or expiration of this SaaS Agreement, Recipient shall return or destroy, all Confidential Information received from Discloser, whether in tangible or electronic form, together with all copies, reproductions and summaries of Confidential Information, and upon Discloser’s written request, will certify in writing to Discloser such return or destruction within thirty (30) days of receipt of the written request. To the extent required by Law, Recipient may retain one (1) copy of Discloser’s Confidential Information for archival purposes only.

8.7 AMI Data. Provisions of this Section 8 that would otherwise apply to AMI expressly do not apply to AMI’s use and dissemination of AMI Data under Section 5.3 above.

9. TERM AND TERMINATION; SURVIVAL.

9.1 Term. This SaaS Agreement shall commence on the Effective Date and continue for the duration of the Services Term, unless earlier terminated in accordance with this Section 9 or other provisions of this SaaS Agreement granting early termination rights. The initial Services Term shall be as set forth in the Proposal. The Services Term shall thereafter automatically renew for successive renewal terms of identical duration to the renewal of the initial Services Term, until either Party provides notice of its intent to not renew after completion of the then-current Services Term. Such notice shall be delivered at least thirty (30) days prior to the end of the then-current Services Term and termination shall become effective on the last day of the then-current Services Term.

9.2 Termination for Breach. If either Party breaches a term of this SaaS Agreement and fails to cure the breach within fifteen (15) days of receipt of written notice of the breach, then the breaching Party is in default and the non-breaching Party may terminate the applicable Proposal under which the breach occurred or this SaaS Agreement. The non-breaching #9..
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Party may agree in its sole discretion to extend the 15-day cure period for so long as the breaching Party continues reasonable efforts to cure the breach. If Customer terminates this SaaS Agreement due to an uncured breach by AMI, Customer shall pay for all Services delivered prior to such termination. If AMI terminates this SaaS Agreement due to Customer’s uncured breach, Customer must pay, within thirty (30) days, all amounts that have accrued prior to such termination date, as well as all sums remaining unpaid for the Services ordered under this SaaS Agreement, plus related taxes and expenses.

9.3 Suspension. In addition to, or in lieu of, its termination rights, AMI may immediately suspend Customer’s access to the Software Solution if (i) Customer fails to pay any amounts to AMI when due, or (ii) Customer violates any provision within sections 2, 3, 4, 5, 8 or 14 of this SaaS Agreement. Any suspension by AMI of the Software Solution under this Section 9.3 shall not in any manner affect, limit or waive any other rights of remedies of AMI under this SaaS Agreement or Law, nor excuse Customer from its obligation to make timely and full payments under this SaaS Agreement.

9.4 Consequences of Termination. Upon termination of any Proposal, the license granted to Customer under Section 2, and all of Customer’s rights to access or use the Software Solution and receive the Support Services set forth in the Proposal, shall terminate. Upon termination of this SaaS Agreement, the same shall apply, except that all existing Proposals shall be deemed terminated concurrently with the SaaS Agreement.

9.5 Post-Termination Data Retrieval. At Customer’s request, and for a period of up to sixty (60) days after the termination or expiration of the applicable Proposal, AMI may permit Customer to access the Software Solution for the sole purpose, and only to the extent necessary, for Customer to retrieve the Customer Data then in the production environment.

AMI has no obligation to retain Customer Data beyond such sixty (60) day period, and Customer Data may be irretrievably deleted following the termination or expiration of the Proposal. AMI shall provide commercially-reasonable assistance to Customer with respect to such data retrieval or migration, at Customer’s expense, unless termination is due to an uncured breach by AMI, in which case such assistance will be provided at AMI’s expense.

Upon Customer’s request, and for a period of up to sixty (60) days after the termination or expiration of the applicable Proposal, AMI will provide Customer a copy of Customer Data then in the production environment, subject to additional charges at Customer’s expense.

9.6 Survival. Provisions that by their nature contemplate observance or performance after termination or expiration of this SaaS Agreement shall survive, including without limitation, Section 1, Subsections 2.4 and 2.5, Section 3, Subsections 4.3, 4.5, 4.6, Sections 5 through 8, Subsections 9.2, 9.4, 9.5, 9.6, Sections 10 through 12, and Subsections 16.1,

16.2, 16.3, 16.5, 16.6, 16.7, 16.9, 16.10, 16.12.

10. INDEMNIFICATION.

10.1 Indemnity by AMI. Subject to Section 10.3, AMI shall indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys’ fees) incurred by Customer resulting from any third-party claim, suit, action, or proceeding that the Software Solution, or any use of the Software Solution in accordance with this SaaS Agreement, infringes or misappropriates such third party’s US patents, copyrights, trade secrets, or other intellectual property right (“IP Claim”), provided that Customer promptly notifies AMI in writing of the IP Claim, cooperates with AMI, and allows AMI sole authority to control the defense and settlement of such IP Claim. Customer shall have the option, at Customer’s sole discretion and expense, to participate in the defense of any IP Claim using attorneys selected by Customer.

If such an IP Claim is made or appears possible, Customer agrees to permit AMI, at AMI’s #9..
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sole discretion, to (A) modify or replace the Software Solution or Documentation, or component or part thereof, to make it non-infringing, or (B) obtain the right for Customer to continue to use the Software Solution. If AMI determines that none of these alternatives is reasonably available, AMI may terminate this SaaS Agreement, in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer and provide to Customer a pro rata refund of any pre-paid fees.. AMI shall have no obligation to indemnify Customer hereunder with respect to any IP Claim to the extent it arises due to any: (A) use of the Software Solution in combination with data, software, hardware, equipment, or technology not provided by AMI or authorized by AMI in writing; (B) modifications to the Software Solution not made by AMI; (C) use of any version other than the most current version of the Software Solution or Documentation delivered to Customer; (D) Third-Party Products; or (E) combination, operation or use of the Software Solution with software program(s) or data not part of the Services if the IP Claim would have been avoided had such combination, operation or use not occurred.

10.2 Indemnity by Customer. Customer shall, at its sole cost and expense, defend AMI, its Affiliates, and their respective officers, directors, employees and agents, from and against any and all actions, claims, demands, suits, or proceedings brought against AMI by a third party resulting from, or arising in connection with, Customer’s (i) breach of any of the terms of this SaaS Agreement, or (ii) negligent or intentionally-wrongful acts or omissions (“Claims”). Customer shall indemnify and hold AMI, its Affiliates, and their respective officers, directors, employees and agents harmless from and against any and all losses, costs, damages, judgments, liabilities and expenses (including without limitation reasonable attorneys’ fees) arising out of, or in settlement of, such Claims, provided that AMI notifies Customer promptly (but in any event within ten (10) days of becoming aware) in writing of the Claim and provides Customer with all reasonable assistance, information and authority necessary to perform the above. Customer shall have sole control of the defense with respect to any such Claim, including settlement of such Claim; provided, however, that Customer may not settle any Claim unless the settlement unconditionally releases AMI of all liability. AMI shall have the option, at AMI’s sole discretion and expense, to participate in the defense of any such Claim using attorneys selected by AMI.

10.3 Scope of Obligations. The obligations of Sections 10.1 and 10.2 above shall exist whether arising from the act or omission of a Party, or that Party’s Affiliate or subcontractor.

10.4 Above Remedies Exclusive. The remedies set forth in Section 10.1 above are Customer’s sole and exclusive remedies, and AMI’s sole obligations, with respect to any IP Claims.

11. LIMITATION OF LIABILITY. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR

ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES,

INCLUDING BUT NOT LIMITED TO ANY LOSS OF REVENUE OR PROFITS, DATA LOSS, OR DATA BREACH. AMI’S MAXIMUM LIABILITY FOR ANY DAMAGES ARISING OUT

OF OR RELATED TO THIS SAAS AGREEMENT, WHETHER IN CONTRACT, TORT, OR

OTHERWISE, SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, THE TOTAL

AMOUNTS ACTUALLY PAID TO AMI FOR THE SERVICES UNDER THE ORDER THAT IS THE SUBJECT OF THE CLAIM IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM. ANY DAMAGES IN CUSTOMER’S FAVOR AGAINST AMI SHALL BE REDUCED BY (I) ANY DISCOUNT,

REFUND, OR CREDIT RECEIVED BY CUSTOMER DURING THE TERM OF THIS SAAS AGREEMENT, AND (II) ANY AMOUNTS OWED TO AMI BUT NOT PAID BY CUSTOMER.

NOTWITHSTANDING THE FOREGOING, THE LIMITATIONS OF LIABILITY SET FORTH HEREIN SHALL NOT APPLY TO THE PARTIES’ INDEMNIFICATION OBLIGATIONS SET #9..
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FORTH IN SECTION 10; BREACH BY A PARTY OF ITS CONFIDENTIALITY OBLIGATIONS UNDER SECTION 8; OR DAMAGES CAUSED BY A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

12. EXPORT COMPLIANCE. Aspects of the Software Solution, and any derivatives therefrom, may be subject to export laws and regulations of the United States and other jurisdictions. Customer agrees that such export control laws govern Customer’s use of the Software Solution and any Support Services provided under this SaaS Agreement. Customer will not permit any User to access or use the Services in a U.S.- embargoed country or region (currently, Cuba, Iran, North Korea, Sudan, Syria and Crimea) or in violation of any applicable export law or regulation.

13. OFFLINE CAPABILITIES

13.1 Amano ONE Offline Capabilities. To the extent applicable, Amano ONE offers a limited offline functionality that allows certain transient and monthly card holders the ability to enter and exit a facility, which may be enabled by Customer or by AMI on behalf of Customer (“Offline Mode”). Transactions that may occur in Offline Mode, with the exception of tickets that are issued, will not be available in the Amano ONE portal once the connection has been restored to the cloud. As such, Customer acknowledges that use of the Offline Mode may cause reporting and tracking discrepancies at the facility. If Customer agrees to have Offline Mode enabled, AMI shall not be responsible for any adverse effects of the system while operating in Offline Mode.

14. SUPPORT AND MAINTENANCE. The terms of this section 14 apply to the Software Solution, notwithstanding anything in a Proposal to the contrary. AMI shall make commercially reasonable efforts to ensure that the Software Solution will be accessible and functional 24 hours per day, 7 days per week, with the exception of scheduled maintenance periods and the Uptime Exceptions (defined below) (collectively the “Excused Downtime”). The foregoing notwithstanding, Customer acknowledges and agrees that the Software Solution may be inaccessible or inoperable at any time and for any reason, including without limitation due to equipment malfunctions, unscheduled maintenance or repairs, or causes that are beyond AMI’s reasonable control or not reasonably foreseeable by AMI, including without limitation interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion, internet traffic problems or other failures, or failures with Customer’s hardware, software, technology, equipment, or applications that are not provided by AMI, or a Force Majeure Event (collectively the “Uptime Exceptions”). If the Software Solution becomes inaccessible to users or not fully functional, other than due to the Excused Downtime, AMI shall have qualified personnel respond and endeavor to remedy such unavailability or failure of functionality as soon as reasonably possible.

15. DATA SECURITY AND PRIVACY.

15.1 Personal Information Processing. AMI shall process all data, including personal information, provided by Customer or collected in connection with this SaaS Agreement in accordance with AMI’s Privacy Policy, located at
https://www.amanomcgann.com/terms-conditions/.

15.2 Customer Obligations. Customer acknowledges and consents to AMI’s Privacy Policy (linked above) as a term of this SaaS Agreement, which may be amended from time to time. Customer is responsible for its use of the Software Solution and any of Customer’s Users in compliance with this SaaS Agreement. AMI retains the right to remove authorization and access of any of Customer’s Users upon request of Customer or in the event such User is in breach of the terms of this SaaS Agreement. #9..
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15.3 Security Testing. Customer shall not, nor direct any third party to, tamper with, compromise, or attempt to circumvent any physical or electronic security or audit measures used by AMI in the course of AMI’s business operations.

16. GENERAL PROVISIONS.

16.1 Entire Agreement Order of Precedence. The Parties agree that the Agreement, including this SaaS Agreement and each applicable Proposal (including the information which is incorporated into this Agreement by written reference, including reference to information contained in a URL or referenced policy), is the complete agreement for the Services ordered by Customer, and supersedes all prior or contemporaneous agreements or representations, written or oral, regarding such Services. It is expressly agreed that the terms of this Agreement, including this SaaS Agreement and any Proposal, shall supersede the terms in any purchase order or other non- AMI document, and no terms included in any such purchase order or other non- AMI document shall apply. Furthermore, to the extent there is a conflict between the SaaS Agreement and the Proposal or Documentation, the terms of the main body of this SaaS Agreement shall control.

16.2 Third-Party Beneficiaries. No other person or entity other than the Parties will have any rights, interests, or claims hereunder, or be entitled to any benefits under, or on account of, this SaaS Agreement as a third-party beneficiary or otherwise.

16.3 Severability. If any term of this SaaS Agreement is found to be invalid or unenforceable, the remaining provisions will remain effective and such term shall be replaced with a term consistent with the purpose and intent of this SaaS Agreement.

16.4 Updates and Amendments. AMI may amend this SaaS Agreement and modify, update, or upgrade the Software Solution (“Software Updates”) from time to time without notice or consent from Customer; provided, that if such changes materially affect the nature or scope of the SaaS Agreement, the functionality of the Software Solution, or the fees or any performance dates set forth in the Proposal, then AMI shall provide prior written notice of such contract amendments and Software Updates to Customer. Customer’s continued access and/or use of the Software Solution following such contract amendments and Software Updates shall be deemed to be its acceptance of the revised SaaS Agreement and/or Software Solution. Further, the terms of this SaaS Agreement shall apply to any Software Updates that AMI may make available to the Customer under the terms herein.

16.5 Relationship of the Parties. AMI is an independent company, and the Parties agree that no partnership, joint venture, or agency relationship exists between the Parties. Neither Party has the power to bind the other or incur obligations on the other’s behalf without the other Party’s prior written consent. Each Party will be responsible for paying its own employees, including employment related taxes and insurance.

16.6 Governing Law. This SaaS Agreement shall be governed by the substantive and procedural laws of the State of Minnesota, and Customer and AMI agree to submit to the exclusive jurisdiction of, and venue in, the courts in Hennepin County, Minnesota in any dispute arising out of, or relating to, this SaaS Agreement.

16.7 Notices. Notices required by this SaaS Agreement shall be in writing and shall be deemed properly dispatched if (a) personally delivered, (b) sent by facsimile (with confirmation of transmission), (c) sent by registered or certified U.S. mail, postage prepaid, return receipt requested, or (d) sent using a nationally-recognized overnight courier service with package tracing capabilities. All notices shall be sent to the address set forth in applicable Proposal, or such other address as a Party may designate in a notice that complies with the terms of this Section. Notices shall be deemed to have been given as of (i) the date delivered if by #9..
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personal delivery, (ii) the date delivered as evidenced by the return receipt of the U.S.

Postal Service if sent by U.S. Mail, or (iii) the date delivered as evidenced by the tracking document if sent by overnight courier.

16.8 Dispute Resolution. Except with respect to IP Rights, breaches of confidentiality, claims subject to indemnification, or other matters for which temporary injunctive relief is sought, if a dispute arises between the Parties relating to the interpretation, performance, or termination of this SaaS Agreement, the Parties agree to hold a meeting (virtually or in Minneapolis, Minnesota) within fifteen (15) days of written request by either Party, attended by individuals with necessary decision-making authority, to attempt in good faith to negotiate a resolution to the dispute prior to pursuing other available remedies. If, within fifteen (15) days after such meeting, the Parties have not succeeded in resolving the dispute, either Party may take action to protect its interests by any lawful means available to it.

16.9 Attorneys’ Fees. Should either Party initiate legal action to interpret, enforce, or resolve a dispute under this SaaS Agreement, the substantially-prevailing party shall be entitled to recovery of its reasonable attorneys’ fees and court costs.

16.10 Binding Effect; Assignment. This SaaS Agreement shall be binding upon and inure to the benefit of the Parties hereto and their respective successors and permitted assigns. Neither Party may assign this SaaS Agreement, in whole or in part, without the prior, written consent of the other Party, which consent shall not be unreasonably delayed, conditioned or withheld; except that either Party may assign this SaaS Agreement without the other Party’s consent, but with prior written notice, in conjunction with a corporate reorganization, acquisition, merger or sale of substantially all of its assets.

16.11 Usage Audit Rights. AMI may audit Customer’s use of the Software Solution. Customer agrees to cooperate with AMI’s audit and provide reasonable assistance and access to information. Any such audit shall not unreasonably interfere with Customer’s normal business operations. Customer agrees to pay within thirty (30) days of written notification any fees applicable to Customer’s use of the Services in excess of Customer’s rights. If Customer does not pay any such fees owed, AMI can suspend Customer’s access to the Software Solution or terminate this SaaS Agreement. Customer agrees that AMI shall not be responsible for any of Customer’s costs incurred in cooperating with the audit.

16.12 Waiver. No waiver shall be effective unless it is in writing and signed by the waiving Party. The waiver by either Party of any right or breach of this SaaS Agreement shall not constitute a waiver of such right in any other instance or of any subsequent breach.

16.13 Force Majeure. Where a Force Majeure Event gives rise to a failure or delay in either Party performing its obligations under this SaaS Agreement (other than obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.

A Party who becomes aware of a Force Majeure Event that gives rise to, or that is likely to give rise to, any failure or delay in performing its obligations under this SaaS Agreement, will promptly notify the other, and inform the other of the period for which it is estimated that such failure or delay will continue. The affected Party will make commerciallyreasonable efforts to mitigate the effects of the Force Majeure Event.

16.14 Publicity and Marketing Materials. Customer will respond to AMI’s request to identify Customer as a recipient of Services or use Customer’s logo in sales presentations, marketing materials or press releases within ten (10) business days of such request. #9..
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FINANCIAL INTEREST DISCLOSURE (only required if agreement is over $100K) Any contract award to result from this IFB process and Bidder’s submission of a Bid therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Bidder until all persons with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

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

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

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

For the purposes of this disclosure, a “Financial Interest” shall have the meaning contained in Modesto Municipal Code section 2-10.02.

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

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Bidder meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Bidder is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation.

In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
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Print Names of Persons Having a Financial Interest in Bidder Receiving this Agreement:

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

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 4, 2025
Date: January 13, 2024
TO: Mayor and Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Director of Community and Economic Development SUBJECT: Approve submittal of Homekey+ Project Application for 1121 Needham St., Modesto, CA 95354
CONTACT: Edgar R. Garcia, Community Development Manager [email protected], 209-577-5101
DESCRIPTION:

Consider approving City of Modesto’s Homekey+ Project Application to California Department of Housing and Community Development (HCD) for the project located at 1121 Needham St., Modesto, CA 95354, with a project cost not to exceed $22,896,000 and a Memorandum of Understanding with El Capitan Homekey LP that includes a Community Development Block Grant loan to not to exceed $3,007,163. (Funding Source: Homekey+ and Community Development Block Grant Funds)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan, Goal C: Develop a Homelessness and Housing Plan.

BACKGROUND:

In March 2024, Proposition 11 passed by California voters advancing the state’s goals to reduce homelessness and protect vulnerable populations through important changes to the Mental Health Services Act. Proposition 1 provides up to $6.4 billion in bond funding to develop and expand behavioral health treatment, residential care settings, and Permanent Supportive Housing. Approximately $2 billion of the Proposition 1 bond funds will be administered by HCD, in collaboration with the California Department of Veterans Affairs (CalVet) as the Homekey+ 2program, expanding upon the successful Homekey model.

The remaining $4.4 billion of the Proposition 1 funding will be administered by the California Department of Health Care Services (DHCS) to award competitive grants to construct, acquire, 1 Proposition 1 [Ballot] – State of California bod measure that funds Homeless Affordable Housing 2 Homekey+ | California Department of Housing and Community Development #10..
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City Council, February 4, 2025
Approve submittal of Homekey+ Project Application for
1121 Needham St., Modesto, CA 95354

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and rehabilitate real estate assets or invest in needed infrastructure to expand the behavioral health continuum of treatment and service resources through Homekey+.

The Homekey+ program will support the development of Permanent Supportive Housing for veterans and other individuals with mental health and/or substance use disorder challenges who are at-risk of or experiencing homelessness, including up to $2.2 billion in funds available for jurisdictions and development partners.

DISCUSSION:

Homekey+ modeled on HCD’s successful Homekey program, emphasizes the acquisition and rehabilitation of existing buildings, or other project types including new construction, that can be quickly converted or constructed for permanent affordable housing, generally within 12 months of award. Under Homekey+, local entities in partnership with a co-applicant may acquire and rehabilitate existing sites (e.g. hotels/motels, apartments), commercial properties, master lease, undergo new construction, and purchase of affordability covenants for the use as permanent affordable housing.

UpHoldings, an experienced development partner, submitted a proposal for the rehabilitation of the El Capitan Motel located at 1121 Needham Street to the City’s Community Development Division. The El Capitan Motel is comprised of 49 units, including a manager’s unit. The property design consists of a lobby, a two-story L-shaped building with ample onsite parking.

The project proposal submitted by El Capitan Homekey LP proposes to fully convert 48 units from hotel occupancy to permanent supportive housing apartment units and one manager’s unit. The project will undergo significant rehabilitation to convert all units to meet Housing Quality Standards that include essential renovations such as fire sprinklers and accessibility. Units will be completely renovated to include a new configuration that accommodates a kitchenette. Each of the units will have new flooring, paint, doors, cabinets, and other repairs/replacements as needed. Exterior improvements will include items such as paint, concrete, fencing, signage, lighting, gutters, asphalt, landscaping, and a robust security system.

The project will complete on-site improvements to City Standards, while providing those in need with a housing service that is designed with each person’s unique needs. There will be supportive services onsite and will include case management, peer support activities, mental health services, and linkage to outside community services providers, including physical and dental health care.

Further, the service team will be trained in assessing mental health and substance use disorders so that clients can be linked to the appropriate services.

This project will target the individuals and veterans with behavioral health challenges experiencing homelessness. The project proposes 48 of the permanent supportive housing units will be serving those with an income of 30% Area Median Income (AMI). Of the 48 units, eight (8) will be American Disabilities Act (ADA) units, of those five (5) will also adhere to vision and communication requirements.

This location currently has short to long-term arrangements with four households that are precariously housed – and if this project is approved for State funding, the project will require that these individuals be relocated to another permanent housing opportunity. To help address this #10..
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City Council, February 4, 2025
Approve submittal of Homekey+ Project Application for
1121 Needham St., Modesto, CA 95354

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issue, the City will be supporting the relocation of each household to permanent and stable housing.

Staff is seeking approval to apply for a grant application in partnership with a UpHoldings subsidiary, El Capitan Homekey LP, to the Homekey+ program for a total project cost in the amount of $22,896,000 in acquisition, rehabilitation, relocation, and operating expenses – as shown below. To assist with the gap, the City is recommending the approval in an amount not to exceed $3,007,163 in Community Development Block Grant funding in the form of a loan contingent on the Homekey+ award.

Homekey+ Project Costs Amount
Acquisition and Rehabilitation $14,144,353
Pre-Development and Soft Costs $ 2,204,000
Contingency $ 1,096,157
Operating Subsidies $ 5,451,490
TOTAL $22,896,000
As part of the application, the City will be entering into a Memorandum of Understanding (MOU) with El Capitan Homekey LP that outlines the responsibilities of the City and the developer as applicants for Homekey+ funding. If the City receives the award, which is expected to be announced in summer 2025, staff will bring agreements and associated requirements from HCD back for Council approval to formally accept the award. In addition, the City will bring loan documents to the Council for approval to formally authorized the CDBG loan. If the City does not receive the award, the MOU and the commitment of CDBG funds becomes null and void.

Additionally, City staff is continuing to work with local partners, such as the Health Plan of San Joaquin, for additional grants that may lessen the City’s commitment to the project if the funds are awarded. The total application for Project Homekey+ is $18,466,000. The State required Resolution requires that project applicants seek double the total project request, if Homekey+ aligns with previous Homekey program requirements then the Homekey+ request will be $36,932,000. The State implements this requirement to provide the opportunity for projects to be allocated additional funding through the scoring process if more funding becomes available.

FISCAL IMPACT:

The total estimated cost to develop the project is approximately $17.5 million, as shown below.

The City is recommending a request of additional funding in the amount of $5,451,490 to help support the operations of the project for up to five (5) years which will supplement the operations of the site in the absence of vouchers. As such, the total project cost is not to exceed $22,896,000 which includes the total expenses associated including acquisition, relocation, rehabilitation, and operation expenses.

The table below includes the sources that will be allocated toward to the project in the event that the State approves the award:

Homekey+ Application and Match Sources Amount
Homekey+ Capital Application $13,014,510
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City Council, February 4, 2025
Approve submittal of Homekey+ Project Application for
1121 Needham St., Modesto, CA 95354

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Homekey+ Operations Application $5,451,490
Total Project Application Request $18,466,000
Local Match $4,430,000
Stanislaus County BHRS $500,000
Stanislaus Community System of Care – Current Request $922,837 City of Modesto – Community Development Block Grant $3,007,163 COMMITTEE RECOMMENDATION:

This item was presented to the Citizens’ Housing and Community Development Committee on January 9, 2025, and was recommended to forward to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the City of Modesto’s Homekey+ Project Application to the California Department of Housing and Community Development (HCD) for the project located at 1121 Needham St., Modesto, CA 95354, with a total project cost not to exceed $22,896,000, and approving a Memorandum of Understanding that includes a Community Development Block Grant loan to El Capitan Homekey LP in an amount not to exceed $3,007,163, authorizing the City Manager, or his designee, to submit the application, applicable documentation, with alterations as required by the California Department of Housing and Community Development (HCD) as well as negotiate and execute any related program agreements or documents required for the implementation and acceptance of Homekey+ Program Grant, as required by HCD.

A Resolution of the Governing Body of the City of Modesto authorizing joint application to and participation in the Homekey Program for the development at 1121 Needham Street.

Approved by: ___________________________
Jessica Hill, Director of Community and Economic Development ____________________________
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Resolution – Standard Resolution required by the State

3. Memorandum of Understanding
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02/04/2025/CED/EGarcia/Item X 1 2025-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2025-
RESOLUTION APPROVING THE CITY OF MODESTO’S HOMEKEY+

PROJECT APPLICATION TO THE CALIFORNIA DEPARTMENT OF

HOUSING AND COMMUNITY DEVELOPMENT (HCD) FOR THE PROJECT LOCATED AT 1121 NEEDHAM ST., MODESTO, CA 95354, WITH A TOTAL PROJECT COST NOT TO EXCEED $22,896,000, AND APPROVING A

MEMORANDUM OF UNDERSTANDING THAT INCLUDES A COMMUNITY

DEVELOPMENT BLOCK GRANT LOAN TO EL CAPITAN HOMEKEY LP IN AN AMOUNT NOT TO EXCEED $3,007,163, AUTHORIZING THE CITY

MANAGER, OR HIS DESIGNEE, TO SUBMIT THE APPLICATION,

APPLICABLE DOCUMENTATION, WITH ALTERATIONS AS REQUIRED BY

THE CALIFORNIA DEPARTMENT OF HOUSING AND COMMUNITY

DEVELOPMENT (HCD) AS WELL AS NEGOTIATE AND EXECUTE ANY

RELATED PROGRAM AGREEMENTS OR DOCUMENTS REQUIRED FOR
THE IMPLEMENTATION AND ACCEPTANCE OF HOMEKEY+ PROGRAM

GRANT, AS REQUIRED BY HCD
WHEREAS, in March 2024, Proposition 1 passed by California voters advancing the state’s goals to reduce homelessness and protect vulnerable populations through important changes to the Mental Health Services Act; and WHEREAS, Proposition 1 provides up to $6.4 billion in bond funding to develop and expand behavioral health treatment, residential care settings, and Permanent Supportive Housing with approximately $2 billion of the Proposition 1 bond funds will be administered by HCD, in collaboration with the California Department of Veterans Affairs (CalVet) as the Homekey+ program, expanding upon the successful Homekey model; and
WHEREAS, Homekey+ program will support the development of Permanent Supportive Housing for veterans and other individuals with mental health and/or substance use disorder challenges who are at-risk of or experiencing homelessness; and #10..
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02/04/2025/CED/EGarcia/Item X 2 2025-XX
WHEREAS, El Capitan Homekey LP has submitted an application for the rehabilitation of the El Capitan Motel located at 1121 Needham Street in response to the City’s open Notice of Funding Availability (NOFA); and
WHEREAS, the Project located at the current El Capitan Motel is comprised of 49 units, including a manager’s unit; and
WHEREAS, the project proposal submitted by El Capitan Homekey LP proposes to fully convert 49 units from hotel occupancy to permanent supportive housing apartment units and one manager’s unit; and
WHEREAS, staff is seeking approval to apply for a grant application in partnership with El Capitan Homekey LP to the Homekey+ program, for a total application amount not to exceed $18,466,000 in acquisition/ rehabilitation expenses, relocation, and operating subsidies; and
WHEREAS, to assist with the gap, the City is recommending the approval of a Memorandum of Understanding o allocate funding in an amount not to exceed $3,007,163 in Community Development Block Grant funding in the form of a loan contingent on the Homekey+ award; and
WHEREAS, if we receive the Homekey+ award, which is expected to be announced in summer 2025, staff will bring agreements and associated requirements from HCD back for Council approval to formally accept the award, as well as loan documents to formally approve the CDBG loan; and
WHEREAS, City staff is continuing to work with local partners, such as the Health Plan of San Joaquin, for additional grants that may lessen the City’s commitment to the project if the funds are awarded; and
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02/04/2025/CED/EGarcia/Item X 3 2025-XX
WHEREAS, the total application for Homekey+ funding is in the amount of $18,466,000, and the State required Resolution requires that project applicants seek double the total project request which amounts to $36,932,000, which is intended to allocate projects additional funding through the scoring process in the event that additional funding is available.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves City of Modesto’s Homekey+ Project Application to California Department of Housing and Community Development (HCD) for the project located at 1121 Needham St., Modesto, CA 95354, with a total project cost not to exceed $22,896,000.

BE IT FURTHER RESOLVED by the Council of the City of Modesto that it hereby approves Memorandum of Understanding which outlines the roles and responsibilities of the partners that includes a Community Development Block Grant loan to El Capitan Homekey LP in an amount not to exceed $3,007,163.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is authorized, to submit the application, applicable documentation, with alterations as required by the California Department of Housing and Community Development (HCD) as well as negotiate and execute any related program agreements or documents required for the implementation and acceptance of Homekey+ Program Grant, as required by HCD.
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02/04/2025/CED/EGarcia/Item X 4 2025-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 4th day of February, 2025 by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

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

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

BY: ____________________________________
JOSE M. SANCHEZ, City Attorney
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AUTHORIZING RESOLUTION
RESOLUTION NO. 2025-

EL CAPITAN

A RESOLUTION OF THE GOVERNING BODY OF THE CITY OF MODESTO

AUTHORIZING JOINT APPLICATION TO AND PARTICIPATION IN THE HOMEKEY PROGRAM FOR THE DEVELOPMENT AT 1121 NEEDHAM STREET
WHEREAS:

A. The Department of Housing and Community Development (“HCD”) has issued a Notice of Funding Availability, dated November 26, 2024 (“NOFA”), for the Homekey+ Program (“Homekey+” or “Program”). HCD has issued the NOFA for Homekey+ grant funds pursuant to Health and Safety Code Section 50675.1.3 (Assem. Bill No. 140 (2021-2022 Reg. Sess.), § 20.); Health and Safety Code Section 50675.1.5 (Assem.

Bill No. 531 (2023-2024 Reg. Sess.); Section 14184.402 of the Welfare and Institutions Code; Section 5891.5 of the Welfare and Institutions Code; and Round 5 and 6 of the Homeless Housing, Assistance and Prevention (HHAP) grant program. (Assem. Bill No. 129 (Chapter 40, Statutes 2023) and Assem. Bill No. 166 (Chapter 48, Statutes 2024), respectively.

A. City of Modesto (“Public Entity”) desires to jointly apply for Homekey grant funds with El Capitan Homekey LP, a California limited partnership (“Co-Applicant No. 1”), in the submittal of an application for Homekey+ funds (“Application”) to the Department for review and consideration.

B. The Department is authorized to administer Homekey+ pursuant to the Multifamily Housing Program (Chapter 6.7 (commencing with Section 50675) of Part 2 of Division 31 of the Health and Safety Code). Homekey+ funding allocations are subject to the terms and conditions of the NOFA, the Application, the Department-approved STD 213, Standard Agreement (“Standard Agreement”), and all other legal requirements of the Homekey+ Program.

THEREFORE, IT IS RESOLVED THAT:

1. Co-Applicant is hereby authorized and directed to submit a joint Application to the Department in response to the NOFA, and to jointly apply for Homekey+ grant funds in a total amount not to exceed $36,932,000.

2. If the Application is approved, Co-Applicant is hereby authorized and directed to enter into, execute, and deliver a Standard Agreement in a total amount not to exceed $36,932,000, any and all other documents required or deemed necessary or appropriate to secure the Homekey+ funds from the Department and to participate in the Homekey+ Program, and all amendments thereto (collectively, the “Homekey+ Documents”).

3. Co-Applicant acknowledges and agrees that it shall be subject to the terms and #10..
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conditions specified in the Standard Agreement, and that the NOFA and Application will be incorporated in the Standard Agreement by reference and made a part thereof. Any and all activities, expenditures, information, and timelines represented in the Application are enforceable through the Standard Agreement. Funds are to be used for the allowable expenditures and activities identified in the Standard Agreement.

4. City Manager, or his designee, is authorized to execute the Application and the Homekey+ Documents on behalf of Co-Applicant for participation in the Homekey+ Program.

PASSED AND ADOPTED this 4TH day of February 2025, by the following vote:

AYES: [ #_] NAYES: [ #_] ABSTAIN: [ #_] ABSENT: [ #_]
The undersigned, Diane Nayares-Perez of Co-Applicant, does hereby attest and certify that the foregoing is a true and full copy of a resolution of the governing body adopted at a duly convened meeting on the date above-mentioned, and that the resolution has not been altered, amended, or repealed.

SIGNATURE: ________________________ DATE: _____________________ NAME: ____Diane Nayares-Perez_______ TITLE: ____City Clerk___ #10..
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Memorandum of Understanding Between the City of Modesto and El Capitan Homekey, LP for Homekey+ Program Funding for 1121 Needham Street

This Memorandum of Understanding for Homekey+ Program Funding for the Traveler’s Motel located at 1121 Needham Street (“MOU” or “Agreement”), is made and entered into as of ______________, 2025, by and between the City of Modesto, a California charter city (“City”), and El Capitan Homekey LP, a California Limited Partnership (“El Capitan”). City, and El Capitan may each be referred to herein as a “Party” or collectively as the “Parties.” WHEREAS, the California Department of Housing and Community Development (“HCD”) has issued a Notice of Funding Availability, for the Homekey+ Program (the “NOFA”); and
WHEREAS, the City desires to assist in the prevention of homelessness by rapidly rehousing individuals through the provision of coordinated, compassionate, and high-quality services; and
WHEREAS, the City has determined that the development of a potential site for affordable permanent housing could be accomplished most effectively and economically if undertaken by an experienced developer under an agreement with City; and WHEREAS, the City and El Capitan have identified the motel property located at 1121 Needham Street, Modesto, California 95354 (the “Property”) as the preferred location for the housing conversion project contemplated by the Homekey+ Program; and WHEREAS The parties wish to have El Capitan acquire the Property and convert the existing motel located thereon into forty-nine (49) units of supportive housing (the “Housing Project”); and
WHEREAS, the Parties desire for El Capitan to own the Property; and WHEREAS, the City has extensive experience working with nonprofit developers to acquire and manage affordable housing projects, and providing gap financing for the construction and operation of such projects; and
WHEREAS, the Parties desire to work together on an application for Homekey+ Program funding to purchase the Property and operate the Housing Project , and desire to memorialize the terms of the cooperation.

NOW, THEREFORE, the Parties hereby mutually agree as follows:

1. Recitals. The above recitals are true and correct and incorporated herein by reference.

2. Term. The term of this Agreement shall commence on the Effective Date and shall remain in effect until the earlier of (i) execution of standard agreements with HCD for receipt of Commented [NB1]: Just a quick note, I am not sure we
should use the “+” in the name. My only concern is seeing to many issues where there is something unusual with the name.
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Homekey+ Program funding, or (ii) terminated by one of the Parties by written notice to the other Party.

3. Joint Application.

The Parties agree to work collaboratively towards the submittal of an application to HCD for Homekey+ Program funding to support the purchase of the Property and the development of the Housing Project thereon. The Parties shall work together in good faith to acquire, develop, and maintain the Property and provide services to the residents in the Housing Project. The roles and responsibilities of the Parties are set forth in further detail below.

3.1 El Capitan Responsibilities
A. Serve as the lead applicant for the Project Homekey+ application.

B. Determining the financial feasibility of the Housing Project, including developmental and operational viability;
C. Negotiating directly with property owner(s) and effectuating the purchase of the Property;
D. Undertaking all such environmental review required by the California EnvironmentalQuality Act and National Environmental Policy Act, as applicable, and seeking all required land use entitlements to develop the Housing Project; E. Working with the City to develop a plan for interim operations of the Property, as needed;
F. Undertaking any relocation efforts and/or payments as required by the Uniform Relocation Act and the California Relocation Assistance Law (Government Code section 7060 et seq.), as applicable
G. Owning, managing, and operating the Property and the Housing Project as affordable/permanent housing.

3.2 City’s Responsibilities.

A. Serving as the co-applicant for the Project Homekey+ application; B. Providing El Capitan Homekey LP with a loan in an amount up to $3,007,163 in Community Development Block Grant Funding for the acquisition and rehabilitation of the Property, subject to the final approval by the City Council; C. Scheduling meetings between the Parties as necessary to manage and coordinate the submittal of the Project Homekey+ application and other tasks related to the establishment of the 1121 Needham Street.

D. Monitoring ongoing affordability of the Housing Project in alignment with Project Homekey+ regulations.

3.3 Further Agreements.

The Parties agree and acknowledge that if HCD awards Homekey+ Program funds to the City for its application, additional agreements between the Parties will be required to specify the detailed obligations of the Parties.
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4. Costs. Unless expressly provided otherwise, each Party shall bear its own costs and expenses in performing its obligations under this MOU.

5. Continued Cooperation. Each Party shall designate one or more representatives to carry out the responsibilities set forth herein and work collaboratively with the other Parties to further the purpose of this MOU. The Parties agree to continue working cooperatively towards the submittal of the Project Homekey+ application, the purchase of the Property, and the establishment of the Housing Project, including obtaining necessary approvals.

6. Indemnification. El Capitan shall defend, indemnify, and hold harmless the other City, and its officials, officers, employees, and agents (“City Indemnified Parties”) from and against all claims, suits, actions, losses, and liability of every kind (collectively, “Liability”), arising out of, connected with or resulting from El Capitan’s negligence or willful misconduct, including without limitation of failure of El Capitan to pay any required relocation benefits, except such Liability caused by the sole negligence or willful misconduct of the City. This indemnification section shall survive termination of the Agreement.

7. Insurance. Each Party shall obtain and maintain general liability coverage insurance in the amount of One Million Dollars ($1,000,000), or equivalent self-insurance, including any and all insurance requirements of HCD for the Homekey+ Program, covering all damages that may arise from the performance of this Agreement.

8. Notices. Any notices and communications provided hereunder shall be in writing and may be personally delivered, or delivered via the U.S. Postal Services, first class postage prepaid, electronic mail, or facsimile addressed as follows or to such other place as each Party may designate by subsequent written notice to each other:

City: City of Modesto
1010 10th Street
Modesto, CA
Attn: Jessica Hill, Director of Community and
Economic Development
EL CAPITAN: EL CAPITAN Homekey LP
_____________
____________________
Attn: _________________________

9. General Provisions.
(a) Further Assurances. The Parties shall cooperate with each other and execute such instruments or documents and take such other actions as may reasonably be requested from time to time in order to carry out, evidence, or confirm their rights or obligations under this MOU.

Commented [NB2]: See note on page 1, what is the
name?
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(b) Modification. No provision of this MOU shall be amended, modified, or waived other than by an instrument in writing signed by authorized representatives of the Parties. (c) Automatic Termination. In the event that HCD does not award Homekey+ Program funds to the City for its application, this MOU shall be of no force or effect and shall be deemed automatically terminated.
(d) Independent Parties. The Parties to this MOU are, and at all times shall remain, independent parties. No Party to this MOU shall be considered an agent of another Party except as expressly provided for herein.
(e) Authority. Each Party has the legal power and authority to execute and deliver this MOU and to perform its obligations under this MOU. The approval, execution, and delivery of this MOU, and the performance by such Party of its obligations under this MOU, have been authorized by all requisite actions of such Party.
(f) Regulatory Authority. Nothing in this MOU is intended to, nor does, waive any regulatory authority of the Parties.
(g) Non-Liability of Officials, Employees and Agents. No member, official, employee, or agent of the Parties shall be personally liable to any other Party or its successors in interest in the event of any default or breach by the Department or for any amount which may become due to the Parties pursuant to this Agreement.

Signatures on Following Page
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IN WITNESS WHEREOF, the Parties have executed this MOU as of the effective date set forth above.
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

February 4, 2025
Date: January 13, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: Scenic Drive Phase II, Dry Creek Trail Phase II, Kansas Avenue, & Neighborhood Traffic Calming Program Cycle I
CONTACT: Michael Sacuskie, Assistant City Engineer, [email protected], 209-571-5552
DESCRIPTION:

Consider approving the Plans and Specifications for the Scenic Drive Phase II, Dry Creek Trail Phase II, Kansas Avenue, & Neighborhood Traffic Calming Program Cycle I Project, accepting the Bid and Awarding a Contract to Bay Cities Paving & Grading, Inc., of Concord, CA, for a total amount not to exceed $13,551,894; and approving an Agreement with TRC Engineers, Inc., of Lathrop, CA for Construction Management Services, Inspection and Materials Testing Services for a total amount not to exceed $957,578. (Funding Source: Local Measure L Funds) STRATEGIC PLAN ELEMENT:

The recommended action is consistent with the City of Modesto 2020-2025 Strategic Plan Goal D, Ensure Safe, Efficient, and Reliable Infrastructure.

BACKGROUND:

This project will provide pavement rehabilitation on Scenic Drive between Bodem Street and Oakdale Road including roadway resurfacing, new signage and striping, Americans with Disabilities Act (ADA) upgrades at intersections, and storm drainage and street lighting improvements. The pavement rehabilitation on Orangeburg Avenue between Coffee Road and McHenry Avenue will include roadway resurfacing, new signage and striping, storm drainage improvements, and ADA upgrades. The Dry Creek Trail Phase II project will provide a bicycle path asphalt overlay, install new signage and striping, and improve bicycle path lighting. On Kansas Avenue, between Carpenter Road and Morse Avenue, the work will include pavement rehabilitation, new striping, and ADA improvements at needed intersections. The Neighborhood Traffic Calming Program Cycle I project will install speed cushions and associated signage and striping on various residential street segments. This project will also install ADA compliant curb ramps at various intersections throughout the City of Modesto and install crosswalk ADA improvements on 11th Street between J Street and I Street. #11..
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Council Meeting, February 4, 2025
Scenic Drive Phase II, Dry Creek Trail Phase II, Kansas Avenue, & Neighborhood Traffic Calming Cycle I

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Modesto City CouncilFebruary 4, 2025

Modesto City Council
February 4, 2025