DISCUSSION:
The City and Gallo Center management met on July 2, 2024 to revisit discussions regarding employee parking for the non-profit organization and continue the use of the City’s Lot 25 to accommodate up to 30 parking permits on a first come first serve basis. The agreement for the First Amendment includes the following requirements:
1. The duration will be one-year from date of execution.
2. Monthly Permits will be paid on a quarterly basis.
3. Monthly Parking Permits will be $55.00 per month, which is a discount of $25 per month off the Council-approved regular rate of $80.00 per month.
4. A maximum of 30 permits will be issued.
5. Parking spaces are not reserved or guaranteed.
Staff recommends an increase of five dollars per parking permit to offset the City’s increasing overhead and maintenance costs associated with our surface lots. Staff also proposes to extend the term of the Agreement from July 1, 2024 to June 30, 2025. Parking Services staff, in partnership with the City’s Finance Department, will manage the monthly permits quarterly billing.
FISCAL IMPACT:
Revenue generated through this First Amendment with Gallo Center for the Arts Lot 25 Discount Parking is anticipated to be $19,800 annually, which will be an increase from last fiscal year by $1,800 annually.
The annual parking permits, to be displayed on the dashboards of the employees’ vehicles are covered through the Parking Services Enterprise Fund 4000-53250-43702 which is consistent with monthly permit holders.
COMMITTEE RECOMMENDATION:
This item was presented to the Finance Committee on August 26, 2024, and was recommended to forward to Council for approval.
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution approving the First Amendment with Gallo Center for the Arts, Modesto, CA for Lot 25 employee discounted parking, increasing the Agreement amount by five dollars per parking permit per month, and extending the term of the Agreement from July 1, 2024 to June 30, 2025, and authorizing the City Manager, or his designee, to execute the Amendment.
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City Council, October 8, 2024
First Amendment to the Agreement for Gallo Center for the Arts Lot 25 Discount Parking
Approved by:
Bill Sandhu, Director of Public Works
Joseph P. Lopez, City Manager
Attachments:
1. Resolution
2. First Amendment
3. Original Agreement
4. ASH Letter of Termination
5. Signed Council Resolution No. 2022-309
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MODESTO CITY COUNCIL
RESOLUTION NO. 2024-374
RESOLUTION APPROVING THE FIRST AMENDMENT WITH GALLO
CENTER FOR THE ARTS, MODESTO, CA FOR LOT 25 EMPLOYEE
DISCOUNTED PARKING, INCREASING THE AGREEMENT AMOUNT BY
FIVE DOLLARS PER PARKING PERMIT PER MONTH, AND EXTENDING THE TERM OF THE AGREEMENT FROM JULY 1, 2024 TO JUNE 30, 2025,
AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO
EXECUTE THE AMENDMENT
WHEREAS, the Gallo Center for the Arts is located in the downtown core of Modesto. The Gallo Center for the Arts is operated by the non-profit organization Gallo Center. Gallo Center employs stagehands, customer service representatives, management and several others that keep the acquisition of performance shows, setups, and teardowns for public shows; and WHEREAS, Gallo Center employees have previously had access to surface parking lot # 25 under a previous agreement with American Specialty Healthcare (ASH); and
WHEREAS, the Gallo Center for the Arts is in the downtown core of Modesto.
The Gallo Center negotiated a sub-agreement with ASH to use 25 parking permits during day use and an additional five permits for evening use in the City Parking Lot #25 which is on the corner of 9th and I streets. On July 12, 2022, by Resolution 2022- 309, Council approved the agreement with Gallo Center for the Arts for a two-year term retroactive to July 1, 2022 through June 30, 2024, for discounted employee parking in Lot 25 with annual parking permits to be paid on a quarterly basis; and WHEREAS, the City and Gallo Center management met on July 2, 2024 to revisit discussions regarding employee parking for the non-profit organization and continue the use of the City’s Lot 25 to accommodate up to 30 parking permits on a 10/08/2024/PW/PCrowley/Item 23 1 2024-374
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first come first serve basis; and
WHEREAS, staff recommends an increase of five dollars per parking permit to offset the City’s increasing overhead and maintenance costs associated with our surface lots. Staff also proposes to extend the term of the Agreement from July 1, 2024 to June 30, 2025; and
WHEREAS, this discount will provide parking for the non-profit employees. It will also further enhance the partnership between the City and Gallo Center for the Arts; and
WHEREAS, Parking Services staff, in partnership with the City’s Finance Department will manage the monthly permits quarterly billing. Gallo Center will pay for the parking permits on a quarterly basis.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the First Amendment with Gallo Center for the Arts, Modesto, CA for Lot 25 employee discounted parking increasing the Agreement amount by five dollars per parking permit per month and extending the term of the Agreement from July 1, 2024 to June 30, 2025.
BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute the First Amendment with Gallo Center for the Arts, in a form approved by the City Attorney.
10/08/2024/PW/PCrowley/Item 23 2 2024-374
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
August 12, 2025
Date: July 11, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Diane Nayares-Perez, City Clerk
SUBJECT: Hearing to consider adopting a resolution authorizing the City Clerk to establish and administer a Passport Service Program and approving related fees.
CONTACT: Diane Nayares-Perez, CMC, City Clerk, [email protected], 209-577-5396
DESCRIPTION:
Hearing to consider adopting a Resolution authorizing the City Clerk to establish and administer a Passport Service Program and approving related fees. (Funding Source: General Fund) STRATEGIC PLAN ELEMENT:
This item supports the City’s 2025-2026 Strategic Plan Goal I to build community trust in City government through responsive, transparent and efficient service delivery.
BACKGROUND:
The City Clerk' s Office has an opportunity to enhance customer service to our residents, promote public relations, and generate revenue for our City General Fund.
From 2002 until late 2010, the City Clerk’s Office served as a Passport Acceptance Facility. This service ceased in late 2010 due to the loss of a staff position resulting from the economic downturn. Consequently, the City Clerk informed the U.S. Department of State (Department of State) that the office would no longer process passports.
Over the last two (2) years, staffing levels at the City Clerk’s Office have improved and the office is now able to support the processing of passports. Because of this, the City Clerk contacted the Department of State requesting redesignation as a Passport Acceptance Facility in June of 2024. In response, the Department of State expressed willingness to proceed with the redesignation process. Consequently, the City Clerk submitted an Official Acceptance Facility Designation Request Packet.
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City Council, August 12, 2025
Hearing to consider adopting a resolution authorizing the City Clerk to establish and administer a Passport Service Program and approving related fees.
The Department of State has since received the packet, and training has been provided to City staff. However, the certification of Passport Acceptance Agents is still required. Once this certification is completed, the City Clerk can officially be designated as a Passport Acceptance Facility.
DISCUSSION:
United States citizens who travel abroad may apply for a passport; a travel document issued by the U.S. Government attesting to the citizenship and identity of the holder. Federal regulations govern the documentary requirements to prove entitlement to a U.S. Passport. It cannot be issued until the applicant has established his or her identity and claim to U.S. citizenship to the satisfaction of the Passport Service.
Certain officials outside of the Department of State, Passport Agency, are authorized to accept passport applications as Passport Acceptance Agents. The authorized acceptance agents accept and execute passport applications at their usual place of business which is considered a Passport Acceptance Facility (PAF). Title 22 of the Code of Federal Regulations (CFR), Part 51, authorizes City Clerks to accept passport applications.1 Section 51.51(b) of 22 CFR authorizes Passport Acceptance Facilities to collect and retain a $35 fee for the execution under oath or affirmation of each passport application. This fee is set by the Department of State.
Applicants applying for a U. S. Passport must provide a passport photograph with their application when applying. In an effort to streamline this process, the City Clerk's Office desires to provide passport photograph services onsite. Passport photographs must meet the requirements set by the Department of State. Passport Acceptance Facilities are allowed to provide passport photograph services to the public. Staff will be trained to ensure photographs are taken satisfying the requirements set by the Department of State.
Local agencies and businesses are permitted to provide passport photograph services. Staff has identified other Municipal City Clerk locations that currently offer Passport Photograph Services, as well as other businesses in Modesto that offer passport photos.
The table below lists the passport photograph service fees charged by various City Clerk locations and local businesses in Modesto. Staff reviewed these fees and recommended providing passport photographs for $15.00 each.
City
Photo
Cost
Chino Hills $15.70
Compton $15.00
Dublin $20.00
Glendora $15.00
Huntington Beach $15.00
1 https://www.ecfr.gov/current/title-22/chapter-I/subchapter-F/part-51 #15..
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City Council, August 12, 2025
Hearing to consider adopting a resolution authorizing the City Clerk to establish and administer a Passport Service Program and approving related fees.
San Joaquin County $15.00
Santa Clarita $15.00
South Pasadena $17.00
Places in Modesto
CVS $16.99
Walgreens $16.99
Fed Ex $14.95
AIM $15.99
Downtown Postal $15.00
The fees collected for this service will create a "one-stop" service for the public, streamlining their experience by consolidating various services in a single location. This enhances convenience for the residents, and generates additional revenue for the City, and contributes to the general fund. The $15.00 photo fee is set by Council action. The $35.00 execution fee is set by Federal regulations and is not discretionary.
The City Clerk’s Office also recommends establishing a $0.25 per page fee for providing copies of applications or supporting documents, such as birth certificates and naturalization documents, that are submitted to the U.S. Department of State and not retained by the City Clerk’s Office. This fee is intended to recover the cost of materials, staff time, and equipment use associated with making and providing these copies, which are required as part of the passport application process but are not kept on file by the City.
The level of passport activity the Modesto City Clerk's Office will experience is unknown. Prior to the economic downturn, the City Clerk’s Office processed around 800 applications annually.
Advertised hours for accepting passport applications will be limited to Tuesday through Thursday (except holidays) from 9 a.m. to 3 p.m. Passport photos will be taken by appointment only to ensure that the City Clerk's Office will continue to meet other workload deadlines.
Demand will be monitored closely, and hours may be adjusted as appropriate with experience.
A public hearing is required to implement fees related to passport services. Notice has been published in the Modesto Bee at least 10 days in advance of the public hearing.
Staff respectfully requests that the Council support the City Clerk's initiative to establish a Passport Acceptance Facility and authorize the City Clerk to administer a Passport Service Program. This includes setting hours of operation and allowing the City Clerk the discretion to discontinue participation in the program if it becomes unsustainable due to staffing shortages, economic constraints, or insufficient customer demand.
FISCAL IMPACT:
Start-up costs are estimated to be $577 for the purchase of a passport photo printer and supplies (included in Exhibit A), and these can be absorbed within the current budget of the City Clerk's Office.
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City Council, August 12, 2025
Hearing to consider adopting a resolution authorizing the City Clerk to establish and administer a Passport Service Program and approving related fees.
The annual General Fund revenue will depend on the number of passport applications accepted and passport photo services provided. Estimated revenue to the General Fund would be approximately $34,000 in FY 25-26. This is based upon an estimated 800 passports processed at $35 per passport with an additional 400 passport photos processed at $15 per passport photo.
COMMITTEE RECOMMENDATION:
Due to the timing of certification and review by the Department of State, this item was not presented to a Council Committee.
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution authorizing the City Clerk to establish and administer a Passport Service Program and approving related fees.
Approved by:
Diane Nayares-Perez, CMC, City Clerk
Joseph P. Lopez, City Manager
Attachments:
1. Resolution
2. Exhibit A - Passport Equipment
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08/12/2025/CCL/DNayares-Perez/Item 15 1 2025-300
MODESTO CITY COUNCIL
RESOLUTION NO. 2025-300
RESOLUTION AUTHORIZING THE CITY CLERK TO ESTABLISH AND
ADMINISTER A PASSPORT SERVICE PROGRAM AND APPROVING
RELATED FEES
WHEREAS, from 2002 through 2010, the City Clerk’s Office served as a Passport Acceptance Facility until the service ceased due to staffing reductions; and WHEREAS, staffing levels in the City Clerk’s Office have improved and now support the reinstatement of passport services for the public; and WHEREAS, the City Clerk’s Office has submitted a formal request to the United States Department of State to be redesignated as a Passport Acceptance Facility and is completing the necessary training and certification processes; and WHEREAS, the City Clerk’s Office proposes to enhance customer service and convenience to residents by offering passport execution and photograph services in a single location; and
WHEREAS, under Title 22 of the Code of Federal Regulations (CFR), Part 51, Passport Acceptance Facilities are authorized to collect and retain a $35.00 execution fee per application, as set by federal regulations; and
WHEREAS, in addition, the City Clerk’s Office recommends establishing a $15.00 fee for passport photograph services, consistent with market comparisons and authorized by Council action; and
WHEREAS, the City Clerk’s Office also recommends establishing a $0.25 per page fee for providing copies of applications or supporting documents, such as birth certificates and naturalization documents, that are submitted to the U.S. Department of State and not retained by the City Clerk’s Office; and
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08/12/2025/CCL/DNayares-Perez/Item 15 2 2025-300
WHEREAS, establishing these fees will allow the City Clerk’s Office to generate additional revenue for the City’s General Fund while improving service access for Modesto residents.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Modesto that it hereby establishes fees related to passport services by the City Clerk and authorizes the City Clerk to establish and administer the Passport Services program with discretion to cease the program.
BE IT FURTHER RESOLVED that the City Clerk’s Office establishes a $15.00 fee for passport photograph services and affirms the federally mandated $35.00 passport execution fee to be collected by the City Clerk’s Office. The federally set passport execution fee is not discretionary and may be revised at the direction of the U.S.
Department of State in accordance with federal regulations. The City Clerk’s Office will adjust the execution fee in accordance with any updates to applicable federal law.
BE IT FURTHER RESOLVED that the City Clerk’s Office is authorized to charge a fee of $0.25 per page for copies of applications or supporting documents, such as birth certificates and naturalization documents, provided to applicants for submission to the U.S. Department of State and not retained by the City Clerk’s Office.
BE IT FURTHER RESOLVED that the City Council expresses its support for the designation of the City Clerk’s Office as a Passport Acceptance Facility by the U.S.
Department of State.
BE IT FURTHER RESOLVED that this resolution shall go into effect and be in full force and operation upon adoption.
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08/12/2025/CCL/DNayares-Perez/Item 15 3 2025-300
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 12th day of August, 2025, by Councilmember Alvarez, who moved its adoption, which motion being duly seconded by Councilmember Williams, was upon roll call carried and the resolution adopted by the following vote:
AYES: Councilmembers: Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Mayor Zwahlen
NOES: Councilmembers: None
ABSENT: Councilmembers: Wright
ATTEST: _____________________________
DIANE NAYARES-PEREZ, CMC,
City Clerk
(SEAL)
APPROVED AS TO FORM:
BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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Exhibit A
One Time Purchase $ 576.81
Canon SELPHY CP1500 Compact
Photo Printer (Black) (5539C001)
With KP-36IP Color Ink and Paper
Set, 64GB Ultra Memory Card,
Cleaning Kit, Card Wallet and
Reader - Compatible devices -
Laptops, PC, Tablets, Smartphones $ 281.49
ALKOO Case Compatible with
Canon SELPHY CP1500/CP1300/
CP1200 Wireless Compact Photo
Printer and Color Ink and Paper
Set/Battery- Organizer Storage Bag
Only (White) $ 24.69
Yeaqee Handheld Passport Photo
Cutter Photo ID Die Cutter Punch
Picture Paper Punches for Home
Office Family(2 x 2 Inch) $ 38.99
Retractable White Photo ID
Backdrop for Passport Photos (Free
Standing) with case $ 198.95
UBeesize LED Video Light Kit, 2Pcs
Dimmable Continuous Portable
Photography Lighting with
Adjustable Tripod Stand & 5 Color
Filters for Tabletop/Low-Angle
Shooting, for Zoom, Game
Streaming, YouTube $ 32.69
Ongoing as Needed
Canon KP-108IN Color Ink and
Paper Set - Total of 216 Sheets and
6 Ink Cartridges $ 61.00
USPS Postage packages of
applications to US Dept of State
$8.40 per package that contain 7
applications per package. $ 8.40
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
August 12, 2025
Date: January 14, 2025
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Brandon Gillespie, Chief of Police
SUBJECT: Red Light Violation Camera System Agreement
CONTACT: T.J. Moffett, Lieutenant, [email protected], 209-572-9886 DESCRIPTION:
Hearing to consider approving a Purchasing Agreement with American Traffic Solutions, dba Verra Mobility, Mesa, Arizona, for Automated Red Light Photo Enforcement Technology for a total amount not to exceed $3,691,891 over five years. (Funding Source: Traffic Safety Fund / Citation Revenue)
STRATEGIC PLAN ELEMENT:
This item is related to the adopted City Council 2025-2026 Strategic Plan focus area of Quality of Life under Goal - Improve Community Safety.
BACKGROUND:
On June 8, 2004, by Resolution No 2004-301, Council approved a three-year contract with Redflex Traffic Systems for the installation of red-light photo enforcement equipment at ten (10) City-designated intersections and authorized the execution of the necessary documents. The program was extended through a series of agreements and ran for approximately ten (10) years.
The California Office of Traffic Safety (OTS) compiles crash data for California municipalities and compares statistical data to similar-sized cities for analysis. For the five (5) most recent years that OTS has reported on (2017-2021), Modesto has ranked among the top three worst cities of similar size (approximately 60 cities) for total fatal and injury crashes. Three (3) of the five (5) years Modesto ranked #1.
At its peak, the Modesto Police Department’s Traffic Safety Unit (TSU) was staffed with a dedicated police lieutenant, two (2) police sergeants, and approximately eighteen (18) motor officers. Currently, TSU is staffed with two (2) sergeants and eight (8) officers. While the department and City are working diligently to increase this staffing, it is prudent to explore technology solutions that support efforts to increase community safety while reducing collisions. #16..
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City Council, August 12, 2025
Red Light Violation Camera System Agreement
DISCUSSION:
The Insurance Institute for Highway Safety found that the use of traffic cameras reduced red light violations by 40% at the intersections where they were installed. In addition to the decrease in red light running at camera-equipped sites, the effect carried over to nearby signalized intersections not equipped with cameras.1
Given the staffing challenges, statistics, and rankings, the Modesto Police Department (MPD) is seeking to reinstate its red-light photo enforcement program. Locations have been identified for placement of the proposed new red light camera system and are based on a combination of one and three-year collision data, as well as the identification of intersections where injuries are most common, speed is a factor, and institutional knowledge demonstrates significantly negative outcomes. Equal emphasis was placed on both one and three-year data as the City of Modesto has made significant investments in road improvements, and recent engineering improvements may have mitigated locations that were previously low in safety, nullifying the need for red light cameras at those locations.
City staff from the Police and Traffic and Engineering Departments have tentatively identified ten (10) locations where the use of red-light photo enforcement equipment should have a positive impact on traffic safety:
Briggsmore Avenue and Coffee Road
Sylvan Avenue and Coffee Road
Briggsmore Avenue and Carver Road
Pelandale Avenue and Carver Road
Oakdale Road and Briggsmore Avenue
McHenry Avenue and Standiford Avenue
Oakdale Road and Scenic Drive
Carpenter Road and Kansas Avenue
9
th and G Streets
Yosemite Boulevard and S. Santa Rosa Avenue
Traffic Camera Systems are typically installed, managed, and maintained by a contractor.
Section 21455.5 of the California Vehicle Code sets clear requirements and restrictions for traffic camera contractors to protect the public and the City. Some of the requirements include:
1. Signs identifying the use of the automated traffic enforcement shall be installed 200 feet prior to any intersection with traffic cameras installed.
2. Public notice and warning citations only for 30 days after installation.
3. No access to or manipulation of traffic signal timing.
4. All records and information are confidential.
5. Payment to the contractor shall not be based on the number of citations generated or related to revenue from the system.
6. Contractor shall provide statistical reports to the judicial council.
On April 2, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for Red Light Photo Enforcement. On September 17, 2020, Houston-Galveston 1 “Red light running,” Insurance Institute for Highway Safety, accessed 2/13/24, https://www.iihs.org/topics/red-light-running.
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City Council, August 12, 2025
Red Light Violation Camera System Agreement
Houston-Galveston Area Council (H-GAC) issued a Request for Proposal under PE05-21 for Traffic Control, Enforcement & Signal Preemption Equipment on the H-GAC website. On December 2, 2020, proposals were opened electronically on the H-GAC website. Based on the proposer identification, hub status, products and pricing, references, geographic area covered, service facilities and personnel, marketing plan and past performance, twelve (12) contracts were awarded for this commodity which includes the Red-Light Violation Camera System.
Based on the responsive and responsible proposer offering the pricing, product line, marketing, customer service proven experience, and coverage, City staff recommends to award to American Traffic Solutions, Inc. DBA Verra Mobility, Mesa, Arizona to purchase Red Light Violation Camera System for an amount not to exceed $3,691,891.
Houston-Galveston Area Council (H-GAC) is a cooperative agency which streamlines the procurement process by developing Requests for Proposals (RFP) for national competitive solicitations that meet or exceed local requirements. The competitive process is continually refined to best meet agency needs an allows H-GAC to offer exceptional products from nationally acclaimed vendors.
Modesto Municipal Code (MMC) Section 8-3.203 generally requires all purchases that meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set forth in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City could be served.
By utilizing the competitive bidding process of Houston-Galveston Area Council of Governments (H-GAC), the City is complying with the requirements defined under this code for Automated Red Light Photo Enforcement Technology as the H-GAC issued a Request for Proposal and awarded contracts based on criteria including pricing, references and past performance in alignment with City purchasing requirements as vetted by the Purchasing Division of the Finance Department, thus ensuring the best pricing available commensurate with experience and without needing to engage in the full request for proposal process utilizing City staff, resources and time.
Pursuant to California Vehicle Code § 21455.6, the City Council is required to hold a public hearing prior to authorizing the city to enter into a contract for the use of an automated red light enforcement system.
FISCAL IMPACT:
The amount owed to Verra Mobility is billed monthly to the City and governed by a contractual Flexible Payment Plan. Under the Flexible Payment Plan, the City may defer certain payments due to Verra Mobility during the term of the Agreement. If at the end of the term sufficient funds have not been collected by the City to pay the accrued balance then due to Verra Mobility, Verra Mobility agrees to waive its right to recovery with respect to any balance owed to Verra Mobility at the end of that term.
Ten (10) locations for red-light cameras have been identified which will total $3,150,000.
Additionally, to account for any potential cost increases, the Department is accounting for a
5.5% Consumer Price Index (CPI) increase in years 2, 3, 4 and 5 totaling $366,087. If it should #16..
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City Council, August 12, 2025
Red Light Violation Camera System Agreement
be deemed in the future that a location is not shown to be effective, traffic engineering has changed the flow or amount of traffic, or other unforeseen circumstances, the City can request the vendor to move the system to another location. To move one system, the City may incur a cost of approximately $30,000. While it is not anticipated that any systems will need to be moved, it is prudent to budget for such contingencies. A 5% contingency in the amount of $175,804 would cover the approximate cost to move five (5) systems. The chart below outlines the cost in each contract year with the CPI increase and the contingency added overall to account for the total contract amount of $3,691,891 over five (5) years.
Agreement Totals
Year 1 $630,000
Year 2 $664,650
Year 3 $701,206
Year 4 $739,772
Year 5 $780,459
Contingency 5% $175,804
TOTAL $3,691,891
Any revenue generated in excess of the program costs shall be deposited into the Traffic Safety Fund and used only for qualified purposes as defined under California Vehicle Code §2900.
COMMITTEE RECOMMENDATION:
This item was presented to Safety and Communities Committee on January 13, 2025, and the Committee recommended forwarding the item to the City Council for approval.
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution approving a Purchasing Agreement with American Traffic Solutions, dba Verra Mobility, Mesa, Arizona, by utilizing the Competitive Bid Process with Houston-Galveston Area Council of Governments (H-GAC), for Automated Red Light Photo Enforcement Technology, for a five-year Agreement for an annual estimated amount of $703,218 and a contingency of $175,804, if needed, for an Agreement total amount not to exceed $3,691,891 over five years; and authorizing the City Manager, or his designee, to execute the Agreement. #16..
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City Council, August 12, 2025
Red Light Violation Camera System Agreement
Approved by:
Brandon Gillespie, Chief of Police
Joseph P. Lopez, City Manager
Attachments:
1. Resolution
2. Draft Agreement with Exhibits
3. H-GAC Scoring Abstract
4. H-GAC RFP PE05-21
5. Verra Mobility’s Response to RFP PE05-21
6. CA Levine Act Disclosure Form
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08/12/25/MPD/TMoffett/Item 16 1 2025-301
MODESTO CITY COUNCIL
RESOLUTION NO. 2025-301
RESOLUTION APPROVING A PURCHASING AGREEMENT WITH
AMERICAN TRAFFIC SOLUTIONS, DBA VERRA MOBILITY, MESA,
ARIZONA, BY UTILIZING THE COMPETITIVE BID PROCESS WITH
HOUSTON-GALVESTON AREA COUNCIL (H-GAC), FOR AUTOMATED RED
LIGHT PHOTO ENFORCEMENT TECHNOLOGY, FOR A FIVE-YEAR
AGREEMENT FOR AN ANNUAL ESTIMATED AMOUNT OF $703,218 AND A CONTINGENCY OF $175,804, IF NEEDED, FOR AN AGREEMENT TOTAL AMOUNT NOT TO EXCEED $3,691,891 OVER FIVE YEARS; AND
AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE
THE AGREEMENT
WHEREAS, on June 8, 2004, by Resolution No 2004-301, Council approved a three-year contract with Redflex Traffic Systems for the installation of red-light photo enforcement equipment at ten (10) City-designated intersections and authorized the execution of the necessary documents, the program was extended through a series of agreements and ran for approximately ten (10) years; and WHEREAS, the California Office of Traffic Safety (OTS) compiles crash data for California municipalities and compares statistical data to similar-sized cities for analysis; and
WHEREAS for the five (5) most recent years that OTS has reported on (2017- 2021), Modesto has ranked among the top three worst cities of similar size (approximately 60 cities) for total fatal and injury crashes. Three (3) of the five (5) years Modesto ranked #1; and
WHEREAS, it is prudent to explore technology solutions that support efforts to increase community safety while reducing collisions; and WHEREAS, the Insurance Institute for Highway Safety found that the use of traffic cameras reduced red light violations by 40% at the intersections where they were #16..
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08/12/25/MPD/TMoffett/Item 16 2 2025-301
installed, in addition to the decrease in red light running at camera-equipped sites, the effect carried over to nearby signalized intersections not equipped with cameras; and WHEREAS, given the staffing challenges, statistics, and rankings, the Modesto Police Department (MPD) is seeking to reinstate its red-light photo enforcement program; and
WHEREAS, Traffic Camera Systems are typically installed, managed, and maintained by a contractor. Section 21455.5 of the California Vehicle Code sets clear requirements and restrictions for traffic camera contractors to protect the public and the City; and
WHEREAS, on April 2, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for Red Light Photo Enforcement; and WHEREAS, on September 17, 2020, Houston-Galveston Area Council (H-GAC) issued a Request for Proposal under PE05-21 for Traffic Control Enforcement & Signal Preemption Equipment on the H-GAC website; and
WHEREAS, Houston-Galveston Area Council (H-GAC) is a cooperative agency which streamlines the procurement process by developing Requests for Proposals (RFP) for national competitive solicitations that meet or exceed local requirements; and WHEREAS, Modesto Municipal Code (MMC) Section 8-3.203 generally requires all purchases that meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set forth in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the #16..
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desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City could be served. By utilizing the competitive bidding process of Houston-Galveston Area Council of Governments (HGAC), the City is complying with the requirements defined under this code for Automated Red Light Photo Enforcement Technology.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Purchasing Agreement with American Traffic Solutions, dba Verra Mobility Mesa, Arizona, by utilizing the Competitive Bid Process with HoustonGalveston Area Council (H-GAC), for Automated Red Light Photo Enforcement Technology, for a five-year Agreement for an annual estimated amount of $703,218 and $175,804 for contingency, if needed, for an Agreement total amount not to exceed $3,691,891 over five years.
BE IT FURTHER RESOLVED that the City Manager, or his designee, is authorized to execute the agreement in a form approved by the City Attorney. #16..
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 12th day of August, 2025, by Councilmember Williams, who moved its adoption, which motion being duly seconded by Vice-Mayor Bavaro, was upon roll call carried and the resolution adopted by the following vote:
AYES: Councilmembers: Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Mayor Zwahlen
NOES: Councilmembers: None
ABSENT: Councilmembers: Wright
ATTEST: _____________________________
DIANE NAYARES-PEREZ, CMC,
City Clerk
(SEAL)
APPROVED AS TO FORM:
BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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PROFESSIONAL SERVICES AGREEMENT: RED LIGHT SAFETY CAMERAS This Professional Services Agreement includes the attached Exhibits (“Agreement”) and is made by and between American Traffic Solutions, Inc., doing business as Verra Mobility, (“Verra Mobility”) and the City of Modesto, California, a municipal corporation (“Customer”).
WHEREAS, Customer desires to implement a photo enforcement program to enforce traffic violations in accordance with California Vehicle Code section 21455.5 (the “Program”) WHEREAS, Verra Mobility has the exclusive possession and ownership of the back-office System “BOS”, including certain knowledge, equipment, licenses, and the processes for processing Events; WHEREAS, Customer selected Verra Mobility to provide services to implement and carry on the Customer's Program;
WHEREAS, Customer desires to use the Camera Systems together with the BOS System to monitor and enforce traffic Violations and to issue Citations for traffic Violations as part of its Program; WHEREAS, Customer has determined that it has the authority to enter into this Agreement in compliance with the laws, regulations, and policies applicable to it, including procurement laws, regulations, and policies; NOW, THEREFORE, for good and valuable consideration, the sufficiency of which is hereby admitted and acknowledged, the parties agree as follows:
By signing below, the parties agree to the terms and conditions of this Agreement. Each individual signing below represents that such individual has the requisite authority to execute this Agreement on behalf of the entity which such individual represents and that all the necessary formalities have been met. This Agreement is effective on the date of execution by the last signatory to this cover page (“Effective Date”).
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC. CITY OF MODESTO, CALIFORNIA By: By:
Jon Baldwin, Executive Vice
President, Government Solutions
Date Name/Title Date
ATTEST:
By:
Name/Title Date
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I. DEFINITIONS
As used in this Agreement, the following words and terms shall, unless the context otherwise requires, have the respective meanings provided below:
“Approach”: One (1) direction of travel on a road or a traffic intersection including up to four (4) contiguous lanes and, if applicable controlled by up to two (2) signal phases, on which a Camera System may be installed upon the mutual agreement of the parties.
“Back Office System” or “BOS System”: The proprietary back-end system that processes Events and Violations, including the printing and mailing of Citations, the generation of evidence packages, and that provides system generated reports of Violation counts.
“Business Hours”: Eight (8) hours per day, Monday through Friday, excluding weekends and holidays. “Business Rules”: The Business Rules Questionnaire to be completed by Customer and delivered to Verra Mobility setting forth the business rules for the implementation and operation of the Program. “Camera System” or “Camera”: A photo-traffic monitoring device consisting of one (1) rear camera, strobe (if applicable), one (1) front camera, strobe (if applicable) for identification of the driver, and traffic monitoring device (including the wiring associated with each) capable of accurately detecting a Violation at an Approach with up to four (4) contiguous lanes, which records such data with one (1) or more images of such vehicle. “Change Order Notice”: Written notice from Customer requesting changes to the work required to be performed or the addition of products or services to those required pursuant to the terms of this Agreement, setting forth in reasonable detail the proposed changes.
“Change Order Proposal”: A written statement from Verra Mobility describing the cost of the changes to the work or addition of products or services requested by Customer in a Change Order Notice. “Citation”: A citation, notice of violation, notice of infraction, notice of liability or equivalent instrument issued by a competent state, county or municipal law enforcement agent or agency or by a court of competent jurisdiction relating to a Violation documented or evidenced in BOS. “Event”: A potential Violation captured by the Camera System. “Fees”: The amount payable by Customer to Verra Mobility for equipment, services, and maintenance as set forth in EXHIBIT A.
“Laws”: all federal, state, or local, laws, ordinances, regulations, and orders. “Notice to Proceed”: Written confirmation from Customer that Verra Mobility may proceed with the installation of a given Camera System, a form of which is attached as EXHIBIT C. “Owner”: The owner(s) of a motor vehicle as shown by the motor vehicle registration records of the motor vehicle department or the analogous agency of another state or country, including a lessee of a motor vehicle under a lease of six months or longer.
“Paid Citation”: A situation where the Person cited has paid any portion of the penalty, fine, funds, fees or costs associated with the particular Citation.
“Person” or “Persons”: Any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association, governmental authority or political subdivision thereof or any other form of entity. “Photo Enforcement Infrastructure”: the poles, foundation, conduit, and other below-grade infrastructure associated with installing Camera Systems.
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“Project Time Line”: The initial schedule and timelines required to begin the implementation of Customer’s project, as mutually agreed upon by the parties. The initial project timeline will be prepared assuming the active cooperation and engagement of the Program stakeholders set forth in Section 2.1.1 of EXHIBIT B. “Red Light Safety Camera System”: A Camera System that uses vehicle detection technology to capture a vehicle traversing a red light traffic signal and generates recorded images of an Event and is installed on a mutually agreed upon Approach.
“System”: A Camera System and the related Photo Enforcement Infrastructure. “Violation”: A failure to obey an applicable traffic law or regulation related to a failure to obey a traffic signal, as determined in Customer’s sole discretion.
II. GENERAL TERMS AND CONDITIONS
1. VERRA MOBILITY AGREES TO PROVIDE:
The scope of work identified in EXHIBIT B, Section 1.
2. CUSTOMER AGREES TO PROVIDE:
The scope of work identified in EXHIBIT B, Section 2.
3. ADDITIONAL SERVICES:
Verra Mobility shall provide the additional services set forth on EXHIBIT B, Sections 3,subject to the additional terms and conditions specified therein.
4. TERM:
This Agreement shall commence upon the Effective Date and shall continue for a term of five (5) years beginning on the first day of the month following the first-issued Citation from the last Camera System that is installed or deployed pursuant to the first Notice to Proceed delivered by Customer to Verra Mobility.
This Agreement may be extended for two (2) consecutive one (1) year terms by mutual agreement of both Parties. However, Customer or Verra Mobility may terminate this Agreement at the expiration of any term by providing written notice of its intent not to extend the Agreement one sixty (60) days prior to the expiration of the then-current term.
5. FEES AND PAYMENT:
5.1 Customer shall pay for all equipment, services and maintenance based on the fee schedule indicated in EXHIBIT A, Service Fee Schedule 1.
5.2 Invoices shall be in standard Verra Mobility format and provided electronically.
5.3 Customer shall pay all Fees due Verra Mobility based upon invoices from the preceding month within thirty (30) days of submission. Late payments may be subject to interest calculated at 1% per month on open balances, provided, however, the Parties shall meet and confer in good faith to discuss any late payments before they are assessed on the Customer.
5.4 Verra Mobility’s Fees will be fixed for the first eighteen (18) months invoiced of the Agreement; thereafter, unit prices will increase annually by the Consumer Price Index (CPI), according to the average change during the prior twelve (12) months in the CPI for All Urban Consumers (CPI-U) for U.S. Consumer average, as published by the Bureau of Labor Statistics, U.S. Department of Labor for the Services category listed under Commodity and Service Group. Verra Mobility and Customer agree to meet and negotiate in good faith a fixed approach using a standard pricing interval. Eighteen (18) months after the issuance of the first citation by a system and on an annual basis thereafter; both parties will review the financial terms of the Agreement.
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5.5 During the term of the Agreement, payments by the Customer may be made to Verra Mobility under a Flexible Payment Plan if the total funds collected by the Program are insufficient to cover the Fees due Verra Mobility. Under the Flexible Payment Plan, the Customer may defer certain payments due and owing to Verra Mobility during the term of the Agreement. If at the end of the term sufficient funds have not been collected by the Customer to pay the accrued balance then due to Verra Mobility, Verra Mobility agrees to waive its right to recovery with respect to any balance owing to Verra Mobility at the end of that term.
This Flexible Payment Plan will be applied as follows: Verra Mobility will maintain an accounting of any net balances owed Verra Mobility each month during the term. If the total amount of funds collected from all Camera Systems combined during a month exceeds the amount of the Verra Mobility invoice for the same month, the Customer shall pay Verra Mobility the total amount due on the invoice.
If the total amount of funds collected from all Camera Systems combined during a month is less than the amount of the Verra Mobility invoice for the same month, the Customer shall pay Verra Mobility only the amount collected during the same month and Customer may defer payment of the remaining balance. If opting to use a Flexible Payment Plan, Customer will provide Verra Mobility with sufficient information about payments received directly by the Customer or by the Courts to accurately determine the amount of funds collected. Payments due Verra Mobility will be reconciled by applying funds collected in subsequent months, first to the accrued balance and then to the subsequent monthly invoice. If at any time the Verra Mobility invoices, including any accrued balance are fully repaid, Customer will retain all additional funds collected. Any funds in excess of the total balance due (whether reserved in cash or not by Customer) will be available to offset future Verra Mobility invoices during the term of the Agreement and any renewal term. Customer agrees and understands the Flexible Payment Plan shall be applied in the aggregate across all installed Camera Systems and will not be applied on a per Camera System basis or on a per month basis.
Example: Fee of $4,750 per Camera System per month and four (4) cameras installed. If during Month 1 camera #1 revenue is $5,000, camera #2 revenue is $3,500, camera #3 revenue is $6,000 and camera #4 revenue is $3,000, the total revenue from the Camera System for the month is $17,500. Verra Mobility would invoice Customer for $19,000 ($4,750 x 4 Camera Systems). However, Customer would only be required to pay $17,500 in Month 1 and the $1,500 deficit would carry over to subsequent months. If in Month 2 the combined revenue from the 4 Camera Systems was $25,000, Verra Mobility would invoice the Customer $19,000 ($4,750 X 4 Camera Systems) and the prior month $1,500 deficit would also be due. The Customer is not responsible for any previously deferred balance remaining after termination of the Agreement.
Flexible Payment Plan – Limitations. This provision shall not apply if: (1) Customer elects not to enforce all legally enforceable Violations; (2) Customer elects not to pursue collections on unpaid Violations; (3) Customer directs Verra Mobility to install a camera at a site where violation rates are projected by Verra Mobility to be below the rate required by Verra Mobility for an acceptable installation; (4) Customer waives and/or fails to timely process more than ten percent (10%) of valid Violations forwarded to law enforcement for acceptance according to the Business Rules; or (5) Customer does not provide Verra Mobility with access to an accurate accounting of all payments received other than payments received through Verra Mobility enabled payment channels; or (6) Customer does not cause Verra Mobility to deploy and operate each Red Light Safety Camera each day and for the hours as authorized under the applicable statute.
6. COMMUNICATION OF INFORMATION:
Verra Mobility will comply with reasonable requests from Customer for information obtained by Verra Mobility through operation of the Camera Systems or the BOS. Verra Mobility reserves the right to assess a fee for such services if such information is requested by a third-party or if Customer could retrieve the information from the BOS without the assistance of Verra Mobility. Verra Mobility will not be under any obligation to provide information directly to non-Customer requesting parties. For any non-Customer requests for information, #16..
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Verra Mobility shall work collaboratively with Customer to provide requested information in a timely manner to Customer. Nothing in this paragraph shall be construed contrary to the terms and provisions of any public records laws, insofar as they may be applicable.
7. CONFIDENTIALITY:
No information given by Verra Mobility to Customer will be of a confidential nature, unless specifically designated in writing as proprietary or confidential by Verra Mobility (“Verra Mobility Confidential Information”). If, however, Verra Mobility does designate certain information as proprietary or confidential, Customer shall treat the Verra Mobility Confidential Information with the same degree of care and same restrictions as Customer treats its own proprietary and confidential information, but in no event with less than reasonable care and reasonable restrictions. Customer will use Verra Mobility Confidential Information solely in connection with its rights and obligations under this Agreement, and will not use Verra Mobility Confidential Information for any other purpose, including but not limited to any use to harm or injure Verra Mobility or in any other way detrimental to Verra Mobility. If Customer receives a request or becomes legally obligated or compelled (by deposition, interrogatory, request for documents, subpoena, civil investigative demand, other demand or request by a governmental agency, or the application of statutes, rules or regulations) to disclose any of the Verra Mobility Confidential Information, Customer will promptly provide Verra Mobility with written notice of such request or requirement before any disclosure, and will cooperate with Verra Mobility’s reasonable efforts to obtain confidential treatment of the Verra Mobility Confidential Information. If a protective order or other confidential treatment is not obtained or if Verra Mobility waives its rights under this paragraph, Customer agrees to furnish only so much of the Verra Mobility Confidential Information as it is legally required to furnish and, where appropriate, to exercise its best efforts to obtain written assurances that confidential treatment will be accorded to the Verra Mobility Confidential Information. Customer will give Verra Mobility an opportunity to review the Verra Mobility Confidential Information prior to its disclosure, and Customer will allow Verra Mobility to participate in any related proceeding. Nothing in this paragraph shall be construed contrary to the terms and provisions of any public records laws, insofar as they may be applicable.
8. OWNERSHIP OF SYSTEM:
Under all circumstances, Verra Mobility shall retain ownership of all Camera Systems and the BOS System, and provided for use by the Customer under the terms and conditions of this Agreement. In order to carry out the purposes of this Agreement, for the term of this Agreement, Verra Mobility grants Customer a non-exclusive, non-transferable license to use the BOS System. On and as of the date of termination of this Agreement, Customer shall be deemed to accept and receive full ownership and control of the Photo Enforcement Infrastructure.
Verra Mobility shall retain the ownership rights to all metadata, business intelligence, or other analytics obtained, gathered, or mined by Verra Mobility from the data captured by the Camera Systems and the BOS System.
Furthermore, Verra Mobility has a right to use non-personalized and aggregated Program data for its internal business purposes, analytics, statistical analysis, and to perform analyses which would further Customer’s Program.
9. INDEMNIFICATION AND LIABILITY:
9.1 Indemnification by Verra Mobility. Verra Mobility agrees to indemnify Customer and its managers, officers, directors, employees, agents, representatives and successors (individually, a “Customer Party” and collectively, the “Customer Parties”) against all liabilities, obligations, losses, damages, penalties and judgments (collectively, “Losses”), which may be imposed on or incurred by any Customer Party arising out of or related to the gross negligence of, willful misconduct of, or material breach of this Agreement by Verra Mobility, which results in death or bodily injury to any natural person (including third parties) or any damage to any real or tangible personal property (including the personal property of third parties), except (i) to the extent caused by the gross negligence of, willful misconduct of, or material breach of this Agreement by any Customer Party,] or (ii) any claim, action or demand (a “Claim”) caused by Customer's failure to perform its obligations under this Agreement.
9.2 Indemnification by Customer. Customer hereby agrees to indemnify Verra Mobility and its affiliates, shareholders or other interest holders, managers, officers, directors, employees, agents, representatives and #16..
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successors, permitted assignees and all Persons acting by, through, under or in concert with them (individually, an “Verra Mobility Party” and collectively, the “Verra Mobility Parties”) against any and all Losses which may be imposed on or incurred by any Verra Mobility Party arising out of or related the gross negligence of, willful misconduct of, or material breach of this Agreement by the Customer which results in death or bodily injury to any natural person (including third parties) or any damage to any real or tangible personal property (including the personal property of third parties), except (a) to the extent caused by the gross negligence of, willful misconduct of, or material breach of this Agreement by any Verra Mobility Party or (b) any Claim caused by Verra Mobility's failure to perform its obligations under this Agreement. .
9.3 Indemnification Procedures. In the event of any Claim in respect of which any party hereto seeks indemnification from the other, the party seeking indemnification (the "Indemnified Party") shall give the party from whom indemnification is sought (the "Indemnifying Party") written notice of such Claim promptly after the Indemnified Party first becomes aware thereof; provided, however, that failure to give such notice shall not preclude indemnification with respect to such Claim except to the extent of any additional or increased Losses or other actual prejudice directly caused by such failure. The Indemnifying Party and the Indemnified Party shall cooperate in the defense or settlement of any Claim and no party shall have the right to enter into any settlement agreement that materially affects the other party's material rights or material interests without such party's prior written consent, which consent shall not be unreasonably withheld or delayed.
9.4 Limited Liability. In no event shall the Party’s liability under this Agreement exceed the greater of $1,000,000 or the prior twelve (12) months of Fees paid by Customer pursuant to this Agreement. Notwithstanding anything to the contrary in this Agreement, neither party shall be liable to the other, by reason of any representation or express or implied warranty, condition or other term or any duty at common or civil law, for any indirect, incidental, special, or consequential damages, or lost profits, lost fines, or lost data however caused and on any theory of liability, arising out of or relating to this Agreement.
10. INSURANCE:
Verra Mobility shall maintain the following minimum scope and limits of insurance:
Minimum Limits of Insurance: Coverage shall be at least as broad as:
Commercial General Liability
• Commercial General Liability Insurance with $2,000,000 minimum limit for each occurrence and $4,000,000 minimum limit for general aggregate. The insurance limits can be provided by any combination of Verra Mobility’s primary and excess/umbrella policies.
• If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. • Commercial General Liability Additional Insured Blanket Endorsement. The Certificate shall name the following as an additional insured on 2001 or earlier issued endorsement forms: “City of Modesto, its officers, officials, employees, and agents.”
Worker’s Compensation
As required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
Automobile Liability
If the vehicles are brought onto city facilities, covering any auto, hired, and non-owned autos, • Automobile Liability Insurance with $1,000,000 minimum combined single limit per accident for bodily injury and property damage.
• Automobile Liability Additional Insured Blanket Endorsement. The Certificate of Insurance shall name the following as an additional insured: “City of Modesto, its officers, officials, employees, and agents”.
Professional Liability (Errors and Omissions)
Insurance with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate Other Insurance Provisions:
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Where stated, the insurance policies are to contain, or be endorsed to contain, the following provisions:
1. The City of Modesto, its officers, officials, employees, and agents are to be covered as additional insureds as respect to: liability arising out of work or operations performed by or on behalf of the Verra Mobility including materials, parts, or equipment furnished in connection with such work operations. General liability coverage can be provided in the form of a blanket endorsement to the Verra Mobility’s insurance at least as broad as CG 20 10 and CG 20 37 if completed operations coverage is required.
2. For any claims related to this contract, the Verra Mobility’s insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, and agents. Any insurance or self insurance maintained by the City, its officers, officials, employees, and agents, shall be excess of the Verra Mobility’s insurance and shall not contribute with it.
3. The applicant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability.
4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled, except after thirty (30) days prior written notice has been given to the City of Modesto.
Coverage shall not be suspended, voided, or reduced in coverage or in limits except after thirty (30) days prior written notice has been given to the City of Modesto.
Verification of Coverage
Verra Mobility shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive Verra Mobility’s obligation to provide them. The City of Modesto reserves the right to require certificates of insurance, including endorsements required by these specifications, at any time.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto
Waiver of Subrogation
Verra Mobility hereby grants to The City of Modesto a waiver of any right to subrogation which any insurer of said Verra Mobility may acquire against the City by virtue of the payment of any loss under such insurance. Verra Mobility agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.
Subcontractors
Verra Mobility y shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Verra Mobility shall ensure that The City of Modesto is an additional insured on insurance required from subcontractors.
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11. LIMITED WARRANTY:
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, VERRA MOBILITY MAKES NO
WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR PARTICULAR PURPOSE, WITH RESPECT
TO THE CAMERA SYSTEMS, THE BOS SYSTEM, OR ANY RELATED EQUIPMENT OR SOFTWARE, OR WITH RESPECT TO THE RESULTS OF THE PROGRAM. THE CUSTOMER ACKNOWLEDGES
THAT AT TIMES SUCH SYSTEMS AND RELATED EQUIPMENT AND SOFTWARE MAY MALFUNCTION OR OTHERWISE NOT OPERATE AS ANTICIPATED. VERRA MOBILITY SHALL DILIGENTLY ENDEAVOR TO CORRECT ANY SUCH MALFUNCTION IN A TIMELY MANNER.
12. STATE LAW TO APPLY:
This Agreement shall be construed under and in accordance with the laws of the State of CALIFORNIA.
13. DISPUTE RESOLUTION:
13.1 All disputes arising out of or in connection with the Agreement shall be attempted to be settled through good-faith efforts between senior management of both parties. Following thirty (30) days of unsuccessful negotiation, the parties shall participate in professionally-assisted mediation, with a mediator acceptable to both parties. The parties agree to discuss their differences in good faith and to attempt, with the assistance of the mediator, to reach an amicable resolution of the dispute. The mediation will be treated as a settlement discussion and therefore will be confidential. The mediator may not testify for either party in any later proceeding relating to the dispute. No recording or transcript shall be made of the mediation proceedings. Each party will bear its own costs in the mediation. The fees and expenses of the mediator will be shared equally by the parties.
13.2 If the parties are unable to resolve the matter through mediation, either party may commence a legal action to resolve the dispute, with the exclusive jurisdiction and venue for any such legal action being in the state and federal courts located in Stanislaus County, California. If such an action or proceeding is filed by or against any party hereto, the court shall, and is hereby directed to, make a general reference pursuant to California Code of Civil Procedure Section 638 to a referee (who shall be a single active or retired judge agreed upon by the parties or designated by the court if there is no such agreement) to hear and determine all of the issues in such action or proceeding (whether of fact or of law) and to issue a statement of decision, which statement of decision shall constitute the decision of the court and be reviewable in the same manner as if the court had rendered it. The referee shall include in his or her statement of decision an award to the prevailing party in such proceeding of that party’s reasonable attorneys’ fees and costs, including the fees and expenses of the referee. The hearing before the referee shall be conducted in the same manner as it would be before a court under the rules of evidence applicable to judicial proceedings.
Notwithstanding the foregoing, at the option of any party to such proceeding, any issues pertaining to a “provisional remedy” as defined in California Code of Civil Procedure Section 1281.8 shall be heard and determined by the court. THE PARTIES UNDERSTAND AND AGREE THAT THE
FOREGOING PROVISION FOR JUDICIAL REFERENCE MEANS THAT THEIR DISPUTE
WILL NOT BE DECIDED BY A JURY, BUT RATHER BY A REFEREE APPOINTED IN
ACCORDANCE WITH THIS AGREEMENT AND APPLICABLE PROVISIONS OF CALIFORNIA LAW.
14. CHANGE ORDERS:
Customer may request the addition of any products or services that Verra Mobility provides or other changes to the scope of work to be performed under this Agreement by providing a Change Order Notice to Verra Mobility.
Upon Verra Mobility’s receipt of the Change Order Notice, Verra Mobility shall deliver to Customer a Change Order Proposal. Following Customer’s receipt of the Change Order Proposal, the parties shall negotiate in good faith regarding a plan and schedule for implementation of the proposed changes; the time, manner and amount of payment or price and any other matters relating to the proposed changes. Any Change Order Proposal mutually #16..
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agreed to by the parties in writing shall be incorporated as an addendum to this Agreement. The Parties acknowledge that certain change orders may require approval by the City of Modesto City Council.
15. TERMINATION:
15.1 Verra Mobility’s services may be terminated:
(i) By mutual written consent of the parties, or if state laws or budgets are amended or otherwise changed to prohibit or substantially change the operation, use, and/or treasury of a Camera System to enforce California Vehicle Code violations, or any court deems any provision of this Agreement to be unlawful, or any court rules that evidence gathered through the use of a Camera System is inadmissible, or upon bankruptcy proceedings initiated by Verra Mobility.
(ii) Termination without cause. Customer may initiate termination of this Agreement without cause at any time by giving 10 days’ written notice of termination to Verra Mobility. If Customer exercises its right to terminate this Agreement in accordance with this paragraph, Customer shall pay Verra Mobility an early termination fee based on a price of $75,000 amortized monthly over sixty (60) months on a straight-line basis. Verra Mobility may initiate termination of this Agreement without cause by giving 90 days’ written notice to the Customer, signed by Verra Mobility’s authorized representative. (iii) For material breach of this Agreement by either party, where the other party fails in any material way to perform its obligations under this Agreement.
a) Where Customer is in breach of this Agreement for non-payment of Fees to Verra Mobility, Verra Mobility may exercise any or all of the following remedies: (1) provide Customer written notice and ten (10) days to cure before suspending performance and turning off the Camera Systems; (2) terminate this Agreement for cause where Customer’s account remains delinquent sixty (60) days after written notice; and (3) in addition to the foregoing, seek any other available remedies at law or equity.
b) Termination under this Subsection 15.1(ii) for any reason other than non-payment of Fees by Customer is subject to the condition that the terminating party notifies the other party of its intent to terminate, stating with reasonable specificity the grounds therefore, and the other party fails to cure the default within forty-five (45) days after receiving written notice. (iv) Customer recognizes the substantial upfront costs Verra Mobility will incur to procure, provide and install Camera Systems. Customer therefore agrees that any Camera Systems that Customer authorizes through a Notice to Proceed shall remain installed and operational for the duration of the term, unless otherwise mutually agreed.
15.2 Upon termination of this Agreement, including because it has reached the end of its term, the parties recognize that Customer will have to process Events in the “pipeline”. Accordingly, the parties shall take the following actions and shall have the following obligations, which survive termination during the winddown period:
(i) Customer shall cease using the Camera BOS Systems to capture Events. (ii) Unless it is unlawful to do so, Verra Mobility will, for a period of ninety (90) days, continue to process all Events captured before termination and provide all services associated with processing in accordance with this Agreement and shall be entitled to a monthly fee per Camera System. After such ninety (90) day period, Verra Mobility will terminate all use of the BOS System for Customer’s Program and upon such termination, the BOS System, including violationinfo.com website, and related lockbox shall no longer be capable of accepting payments.
(iii) Except as provided for in Section 15.2(iv) related to the Infrastructure, Customer shall return or allow Verra Mobility to recover all provided equipment within a reasonable time not to exceed ninety (90) days.
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(iv) Verra Mobility shall remove the Infrastructure Verra Mobility installed in connection with Verra Mobility’s performance of its obligations under this Agreement Verra Mobility shall restore the surface of Customer’s property to substantially the same condition as such property was in immediately prior to this Agreement, except for foundation removal, which shall be left approximately flush with grade with no exposed bolts, or other hazards. Installed underground Infrastructure shall not be required to be removed, and Customer shall accept and observe any and all duties, obligations, or liabilities associated with the remaining foundation, conduit, or other below-grade Infrastructure.
15.3 In the event of termination by Verra Mobility for non-payment of Fees by Customer, Verra Mobility shall cease processing Events as of the date of termination.
16. LIMITED AGENCY:
Customer hereby grants Verra Mobility the authority to act on its behalf as a limited agent of Customer, and shall cause the applicable law enforcement agency to grant Verra Mobility the authority to act as a limited agent of the law enforcement agency, for the purposes of (i) facilitating establishment and maintaining bank accounts and delivering payment/transfer instructions, if applicable; (ii) access to DMV records; and (iii) generating and administratively processing recorded images of Events as described in this Agreement and the Business Rules.
Verra Mobility and its employees, contractors, agents and servants will in no event be considered to be employees, agents (other than in the limited capacity described herein), or servants of Customer. This Agreement does not and shall not be interpreted as creating a general agency relationship between Verra Mobility and Customer.
17. USE OF SUBCONTRACTORS:
From time to time, Verra Mobility may subcontract certain services provided under this Agreement without notice to or consent of Customer, but shall use best and reasonable efforts to inform Customer of such subcontractors prior to retaining such subcontractors, and if not, shall inform Customer of such subcontractors within thirty (30) days after such subcontractor is retained.
18. DATA RETENTION:
Subject to litigation holds, court orders, changes in Law, or other legal requirements applicable to Verra Mobility, Verra Mobility shall maintain the categories of data set forth under the heading “Type of Record” for the periods of time set forth under the heading “Minimum Verra Mobility Retention Period” on EXHIBIT E during the term of this Agreement. Within one hundred-twenty (120) days of the later of the termination of this Agreement or the termination of any wind-down period, Verra Mobility shall at its option either (i) place the Violation Images, Non-Violation Images, Individually Identifiable Violation Records, and Individually Identifiable Non-Violation Records (each as described on EXHIBIT E), not previously disposed of in accordance with the data retention schedule at a secured location with SFTP access or (ii) provide Customer with a hard-drive containing the Violation Images, Non-Violation Images, Individually Identifiable Violation Records, and Individually Identifiable NonViolation Records, where Customer shall have ninety (90) days to retrieve and validate the information. After ninety (90) days, Verra Mobility shall delete all data from the SFTP location (if applicable) and shall have no further data retention obligations to Customer with respect to such data. Customer acknowledges that DMV data source providers may require Customer to enter into licensing agreements with the DMV data source providers in order for Customer to have continued access to certain registered owner information after the termination of this Agreement.
19. ASSIGNMENT:
Neither party may assign all or any portion of this Agreement without the prior written consent of the other, which consent shall not be unreasonably withheld or delayed. However, for business financing purposes or other corporate reorganizational purposes, Verra Mobility may sell, assign, transfer or convey any interest in this Agreement in whole or in part without the written consent of Customer.
20. FORCE MAJEURE:
Neither party will be liable to the other or be deemed to be in breach of this Agreement for any failure or delay in rendering performance arising out of causes beyond its reasonable control and without its fault or negligence. Such causes may include but are not limited to, acts of God or the public enemy, terrorism, significant fires, floods, #16..
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earthquakes, hurricanes, epidemics, quarantine restrictions, strikes, freight embargoes, unusually severe weather, or governmental authorities approval delays which are not caused by any act or omission by the parties. The party whose performance is affected agrees to notify the other promptly of the existence and nature of any delay. For the avoidance of doubt, road construction within the control of the Customer (and as to the Customer) is not an event of Force Majeure. The term of the Agreement shall be extended by a period equal to that during which either party’s performance is suspended under this section.
21. NOTICES:
Any notices or demand which, under the terms of this Agreement or under any statute, that must or may be given or made by Verra Mobility or Customer shall be in writing and shall be given or made by personal service, first class mail, Federal Express, or by certified mail to the parties at the following addresses:
City of Modesto American Traffic Solutions, Inc.
Purchasing Division 1150 North Alma School Road
P.O. Box 642 Mesa, Arizona 85201
Modesto, CA 95353 Attn: Legal Department, Government Solutions
22. LEGAL CONSTRUCTION:
In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision of this Agreement, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had not been contained herein. This Agreement shall be enforced to the maximum extent possible so as to give effect to the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable herein.
23. AMENDMENTS TO THE AGREEMENT:
Any changes, modifications or amendments to this Agreement shall be in writing and signed by both parties.
24. INTEGRATION:
This Agreement constitutes the sole and only agreement of the parties and supersedes any prior or contemporaneous understanding, written or oral, between the parties respecting its subject matter.
25. SURVIVAL:
The following provisions of the General Terms and Conditions shall survive the termination of this Agreement:
Sections 5, 7, 8, 9, 11, 12, 13, 15, 16, 18, 20, 21, 22, 23, 25, and 28.
26. ADDITIONAL SERVICES:
During the term of this Agreement, from time-to-time Verra Mobility may propose certain new technologies for Customer to consider and, if so desired, Customer may procure from Verra Mobility the new technologies through an amendment to this Agreement upon terms to be mutually agreed upon by the parties.
27. PILOTS:
From time to time, at the mutual agreement of the parties, Verra Mobility may pilot existing Verra Mobility products and services or products and services that are under development by Verra Mobility or its current or future subcontractors and vendors (each a “Vendor”). During any pilot pursuant to this Section 28, registered owner information shall not be used and no Events will be issued as Citations and no mailing of warnings or Citations will occur. Customer expressly acknowledges that Verra Mobility is under no obligation to retain for any period of time any data produced by any pilot systems. Verra Mobility may request Customer or its employees to provide feedback on the use, quality, viability, features, functionality, or desirability of pilot systems (“Customer Feedback”). All data, drawings, plans, specifications, blueprints, studies, reports, memoranda, computation sheets, computer files and media or other documents prepared or generated by Verra Mobility or a Vendor or a pilot systems in connection #16..
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with any pilot shall remain the property of Verra Mobility (the “Pilot Data”). To the extent that such Pilot Data is provided to Customer, Verra Mobility grants to Customer a limited, personal, nonsublicensable, nonexclusive license to use the Pilot Data, solely for evaluation and statistical purposes. Actual program performance may vary from pilot performance. Customer acknowledges and agrees that the terms of this Agreement, except for Sections 7, 10, 11, 12, 13, 17, 20, 22, 23 and this Section 28, shall not apply to any such pilot.
28. PREVAILING WAGES:
28.1. The Customer hereby determines that the Scope of Work or a portion thereof to be performed by Verra Mobility are “public works,” as defined by “Prevailing Wage Laws” (as set forth in the California Labor Code, including section 1720 et seq.), and this Agreement is subject to all applicable requirements of Chapter 1 of Part 7 of Division 2 of the Labor Code, and all related regulations, including requirements pertaining to wages, working hours, and workers’ compensation insurance, and the following provisions.
Subcontractors performing “public works” under this Agreement are subject to all of the requirements of this Section.
28.2. Verra Mobility must comply with the prevailing wage requirements applicable in Stanislaus County for each craft, classification, or type of worker needed to perform the Services, including employer payments for health and welfare, pension, vacation, and apprenticeship. The prevailing wage rates are on file with the City Engineer’s office and are also available online at http://www.dir.ca.gov/DLSR. Pursuant to Labor Code section 1775. Consultant will forfeit to City as a penalty up to $200 for each calendar day, or portion of a day, for each worker paid less than the applicable prevailing wage rate, in addition to paying each such worker the difference between the applicable prevailing wage rate and the amount actual paid to the worker.
28.3. Working Hours. Pursuant to Labor Code section 1810, eight (8) hours of labor constitutes a legal day’s work. Pursuant to Labor Code section 1813, Verra Mobility will forfeit to City as a penalty, the sum of $25 for each day during which a worker employed by Verra Mobility is required or permitted to work more than eight (8) hours during any one calendar day, or more than forty (40) hours per calendar week, unless such worker is paid overtime wages pursuant to Labor Code section 1815. All Services must be performed during City’s regular business days and hours, except as otherwise specified in this Agreement or subject to City’s prior written authorization.
28.4. Payroll Records. Verra Mobility must maintain certified payroll records in compliance with Labor Code sections 1776 and 1812, and any implementing regulations promulgated by the Department of Industrial Relations (“DIR”). For each payroll record, Consultant must certify under penalty of perjury that the information in the payroll is true and correct and complies with the requirements of Labor Code sections 1771, 1861, and 1815. Consultant must electronically submit certified payroll records as required by Labor Code section 1771.4(a).
28.5. Apprentices. If the total compensation payable under this Agreement is $30,000 or more, Verra Mobility must comply with the apprenticeship requirements in Labor Code section 1777.5.
28.6. Compliance. The Agreement is subject to compliance monitoring and enforcement by the DIR.
Pursuant to Labor Code section 1725.5, Verra Mobility must be registered with the DIR to perform public works projects, subject to any applicable exceptions, if any. Verra Mobility must post all job site notices required by laws or regulations pursuant to Labor Code section 1771.4. Pursuant to Labor Code section 1861, by executing this Agreement, Verra Mobility certifies as follows: “I am aware of the provisions of Labor Code 3700 which require every employer to be insured against liability for workers’ compensation or to undertake self insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing performance of the work on this contract.”
29. EXECUTION:
This Agreement may be executed in one or more counterparts, each of which will be deemed to be an original copy of this Agreement, and all of which, when taken together, shall be deemed to constitute one and the same Agreement. The exchange of copies of this Agreement and of signature pages by facsimile or “.pdf” transmission shall constitute effective execution and delivery of this Agreement as to the parties and may be used in lieu of the #16..
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original Agreement for all purposes. Signatures of the parties transmitted by facsimile or “.pdf” shall be deemed to be their original signatures for any purpose whatsoever. [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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EXHIBIT A
SERVICE FEE SCHEDULE
1.0 Description of Pricing
Fees are based on per camera and are as follows:
Product Description Fee
Red Light Safety Camera System – the parties shall mutually agree on the number of units to be installed.
$4,500.00 Fixed Fee
per Month per Camera
System for Existing
Approaches*
$5,250.00 Fixed Fee
per Month per Camera
System for new
Approaches
Subsequent Notice Fee: Any additional notices sent by first class mail required by the Customer or required by Law
$2.00 per page per
notice
Video Retrieval Fee: Verra Mobility shall retrieve up to one (1) video per week at no cost to Customer.
For all additional video
retrievals, the fee is
$10.00 each.
Service Fees: All service Fees per Camera System above includes all costs required and associated with a Camera System installation, routine maintenance, use of the BOS System for back-office operations and reporting, Event processing services, DMV records access, first class mailing of Citations with return envelope, first class mailing of second notice (as needed), lockbox and epayment processing (excluding user convenience fee, which is paid by payor and excluding any bank account set up or monthly bank account fees), IVR call center support for general Program questions and public awareness Program support.
Any required certified mail, or other special mailing, is not included and the fee is extra and will be billed per unit as published by the US Postal Service.
Verra Mobility’s monthly fee includes postage for the first class mailing of the 1st and 2nd notices. Certified mail is extra and will be billed per unit as published by the US Postal Service plus a $2.00 per unit service charge. #16..
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Existing Approaches defined as the following:
1. Briggsmore Ave & Prescott Rd EB
2. Coffee Rd & Sylvan Ave NB
3. Oakdale Rd & Briggsmore Ave NB
4. Standiford Ave & Sisk Rd EB
2.0 Optional Collection Services:
Verra Mobility’s designated collection’s subcontractor may initiate collection efforts of delinquent notices upon written request by Customer, so long as collection of said recovered revenue amounts does not conflict with applicable state law. Verra Mobility will be entitled to receive portions of the collected revenue as noted below. For those accounts in default that go to collection, this is in addition to Verra Mobility Fees noted in Section 1.0 above.
Delinquent Collections Services 30% of Recovered Revenue In the event that Customer elects to have Verra Mobility provide collections services, Customer shall so notify Verra Mobility in writing. Customer agrees that, once Verra Mobility’s collections services are elected, Customer may not utilize another vendor for these collections services without prior written consent from Verra Mobility through an amendment to this Agreement.
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EXHIBIT B
SCOPE OF WORK
1. VERRA MOBILITY SCOPE OF WORK
1.1 VERRA MOBILITY IMPLEMENTATION
1.1.1 Verra Mobility agrees to provide Camera System(s), use of the BOS System and related services to Customer as outlined in this Agreement, excluding those items identified in Section 2 titled “Customer Scope of Work”. Verra Mobility and Customer understand and agree that new or previously unforeseen requirements may, from time to time, be identified and that the parties shall negotiate in good faith to assign the proper party the responsibility and cost for such items. In general, if work is to be performed by Customer, unless otherwise specified, Customer shall not charge Verra Mobility for the cost.
1.1.2 Customer and Verra Mobility will complete the Project Time Line within thirty (30) days of Agreement execution date, unless mutually agreed to otherwise by the parties. Verra Mobility agrees to make every effort to adhere to the Project Time Line.
1.1.3 Prior to installing a Camera System, Verra Mobility may conduct a statistical analysis of each Approach being considered for a Camera System or Camera Systems (“Site Selection Analysis”) to assist Customer in determining which Approaches will be the most beneficial to Customer in pursuit of its traffic safety and enforcement goals. Considerations may include collision history, community safety, police department staff review and engineering and construction feasibility assessment. Camera System installations will be based on mutual agreement by Customer and Verra Mobility. Verra Mobility makes no representations or warranties that any Violation rate estimates will be predictive of actual future traffic Violation rates. Pursuant to California Vehicle Code section 21455.5(c)(2)(A), as may be amended, Customer shall be solely responsible for deciding where to locate a Camera System and the decision of where to locate a Camera System shall be made pursuant to Customer’s guidelines for the selection of a location. Prior to installing a Camera System, the Customer shall make and adopt a finding of fact establishing that the Camera System is needed at a specific location for reasons related to safety.
1.1.4 Verra Mobility will install Camera System(s) at a number of Approaches to be mutually agreed upon between Verra Mobility and Customer after completion of Site Selection Analysis and as reflected in a written Notice to Proceed. In addition to any initial installation of Camera Systems, the parties may mutually agree to add additional Camera System(s) or Approaches, which shall also be reflected in a written Notice to Proceed as set forth in EXHIBIT C.
1.1.5 Site installation plans shall be prepared under the supervision of, approved and sealed by a licensed professional engineer.
1.1.6 Verra Mobility will operate each Camera System on a 24-hour basis, barring downtime for maintenance, normal servicing activities, or other unforeseen instances.
1.1.7 Verra Mobility’s Communications Department will assist Customer with public information content and outreach campaign strategies.
1.1.8 Verra Mobility agrees to provide a secure website (www.violationinfo.com) accessible to Owners/violators who have received notices of violation by means of a Notice # and PIN, which will allow Violation image and video viewing. Verra Mobility shall include a link to the payment website(s) and may offer the opportunity to download an affidavit of non-liability online. Verra #16..
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Mobility will operate this secure website on a 24-hour basis, barring downtime for maintenance, normal servicing activities, or other unforeseen instances.
1.1.9 Verra Mobility will provide technician site visits to each Camera System, as needed, to perform maintenance checks and regular inspections as required in California Vehicle Code section 21455.5(c)(D), as may be amended, consisting of camera enclosure lens cleaning; camera, strobe and controller enclosure cleaning; inspection of exposed wires; and, general system inspections and maintenance. Verra Mobility will certify that the Camera System is properly installed and calibrated, and operating properly, as required in California Vehicle Code section 21455.5(c)(2)(C), as may be amended, pursuant to the overall control and supervision of Customer.
1.1.10 Verra Mobility shall take commercially reasonable best efforts to repair a non-functional System within seventy-two (72) hours (excluding weekends and holidays) of determination of a malfunction.
1.1.11 If Customer is using Verra Mobility facilitated lockbox or epayment services, Customer shall provide Verra Mobility and the applicable payment processor with the items set forth in Section
2.1.4 below.
1.1.12 Verra Mobility is authorized to charge, collect and retain a service/convenience fee of up to the greater of $5.00 or to 5% of the total payment, for each payment processed through the web, call center, IVR, or other electronic means. Such fee is paid by the payor and retained by Verra Mobility.
1.2 VERRA MOBILITY OPERATIONS
1.2.1 Verra Mobility shall implement and operate the Program in accordance with the provisions of this Agreement and the Customer’s Business Rules.
1.2.2 Verra Mobility shall provide Customer with a one-time warning period up to thirty (30) days in length following the installation and activation of each installed Camera System. Customer shall not be charged a fee for the warning period; however for any warning period exceeding thirty (30) days Customer shall be responsible for the normal monthly Fee.
1.2.3 Verra Mobility shall provide Customer with access to the BOS System, including image processing, first and second notice printing and mailing per Violation, a hearing scheduled letter, a hearing denied letter, an insufficient information letter, and a dismiss letter. In the case of a transfer of liability by the Owner, the BOS System shall be setup to mail a Citation to the driver identified in the affidavit of non-liability or identified by a rental car company. Costs of certified mailings are priced separately and paid by Customer to Verra Mobility as indicated in EXHIBIT A.
1.2.4 Subsequent notices, other than those specified in Subsection 1.2.3 may be delivered by first class or other mail means for additional compensation to Verra Mobility as agreed upon by the parties.
1.2.5 Verra Mobility shall apply an electronic signature, name, or badge number to the Citation as authorized in the Customer’s Business Rules.
1.2.6 Verra Mobility may make non-substantive formatting or incidental changes to the Citation form without approval by Customer.
1.2.7 Verra Mobility shall seek records from vehicle registration databases reasonably accessible to Verra Mobility through its limited agent relationship with Customer and use such records to assist Customer in processing Citations. Verra Mobility may mail Citations to the address of the Owner obtained through the DMV, obtained through the National Change of Address (NCOA) database provided by the United States Postal Service, or obtained through other means including but not limited to skip tracing. Verra Mobility reserves the right to pass-through to Customer any cost increases imposed on Verra Mobility by DMV data sources. #16..
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1.2.8 The BOS System shall provide Customer with the ability to run and print standard system reports.
Verra Mobility provides a suite of standard program reporting at no charge to clients with active Programs. Upon notice to Customer, Verra Mobility reserves the right to modify the suite of standard program reporting available to Customer, so long as such change applies generally to customers with similar programs. Customized reporting services are available upon written request. The fee for such services shall be mutually agreed upon.
1.2.9 During the twelve (12) month period following the installation or deployment of the first Camera System, upon Verra Mobility’s receipt of a written request from Customer at least fourteen (14) calendar days in advance of a court proceeding, and if required by the court or prosecutor, Verra Mobility shall provide Customer with or train a local expert witness to testify in court on matters relating to the accuracy, technical operations, and effectiveness of the Camera System or the BOS System until judicial notice is taken. Customer shall use its best efforts to obtain judicial notice as soon as possible. If a Verra Mobility expert witness is required more than two (2) times during the twelve (12) month period, Customer shall reimburse Verra Mobility for any reasonable time and travel costs incurred for the additional dates, provided, however, the Parties may agree to have the expert testify remotely if permitted by a court.
1.2.10 In those instances where damage to a System (or sensors where applicable) is caused by (i) negligence on the part of Verra Mobility or its authorized agent(s), Verra Mobility shall bear the full cost of repair; or (ii) negligence or recklessness on the part of a driver or severe weather or other Force Majeure events, Verra Mobility and Customer shall bear the cost of repair equally with Customer reimbursing Verra Mobility for its portion of the cost of repair, unless such cost of repair was foreseeable prior to the event/incident taking place, in which case Verra Mobility shall bear the full cost of repair. For all other causes of damage, including Customer-performed road construction, Customer negligence, etc. Customer shall reimburse Verra Mobility for the cost of repair.
1.2.11 Verra Mobility shall provide a help-line to assist Customer with resolving any problems encountered regarding its Camera System and/or the BOS System. The help-line shall function during Business Hours.
1.2.12 Verra Mobility shall comply with California Vehicle Code section 21455.5(i) reporting requirements and shall, in cooperation with the Customer, submit an annual report to the Judicial Council that includes, but is not limited to, all of the following information if this information is in the possession of, or readily available to, Verra Mobility:
(1) The number of alleged violations captured by the systems operated. (2) The number of citations issued by Customer based on information collected from the automated traffic enforcement system.
(3) For citations identified in paragraph (2), the number of violations that involved traveling straight through the intersection, turning right, and turning left. (4) The number and percentage of citations that are dismissed by the court. (5) The number of traffic collisions at each intersection that occurred prior to, and after the installation of, the automated traffic enforcement system.
2. CUSTOMER SCOPE OF WORK
2.1 GENERAL IMPLEMENTATION REQUIREMENTS
2.1.1 Within seven (7) business days of the Effective Date of this Agreement, Customer shall provide Verra Mobility with the name, title, mailing address, email address and phone number of:
o A project manager with authority to coordinate Customer responsibilities under this Agreement;
o Court manager responsible for oversight of all Court-related program requirements; #16..
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o The police contact;
o The court contact;
o The person responsible for overseeing payments by violators (might be court); o The prosecuting attorney;
o The customer attorney;
o The finance contact (who receives the invoices and will be in charge of reconciliation); o The IT person for the police;
o The IT person for the courts;
o The public works and/or engineering contact responsible for issuing any/all permits for construction; and
o Court manager responsible for oversight of all Court-related program requirements.
2.1.2 Customer and Verra Mobility shall complete the Project Time Line within thirty (30) calendar days of the Effective Date of this Agreement, unless mutually agreed to otherwise by the parties.
Customer shall make every effort to adhere to the Project Time Line.
2.1.3 As requested from time to time by Customer, Verra Mobility will provide Customer with a mockup of the Citation and other notices within fifteen (15) days. Customer shall review the Citation and other notices to ensure conformity with the Laws applicable to Customer. Verra Mobility shall not implement changes to the Citation or other notices without Customer’s prior review and signoff. Customer is responsible for the content of its notices, including but not limited to Citations.
2.1.4 Customer intends to utilize its own payment processing channels for the processing of Violation payments. Verra Mobility will not be involved in the payment process. On Customer's Business Rules, Customer will elect Tier 1 Payment Processing, indicating that Verra Mobility will not be involved in the payment process. If Customer would like to utilize the BOS to track payments, Customer will be required to manually enter payments into the BOS.
2.1.5 Customer shall direct the law enforcement agency to execute the Verra Mobility DMV Services Subscriber Authorization (substantially in the form attached as EXHIBIT D) to provide verification to the National Law Enforcement Telecommunications System (NLETS), State Department of Motor Vehicles, or appropriate authority indicating that Verra Mobility is acting on behalf of the Customer for the purposes of accessing vehicle ownership data pursuant to the list of permissible uses delineated in the Drivers Privacy Protection Act 18 U.S.C. 2721, Section (b)(1) and as may otherwise be provided or required by any provision of applicable state law. In addition to the Verra Mobility DMV Services Subscriber Authorization, Customer shall execute agreements or applications as requested by Verra Mobility with departments of motor vehicle to provide Verra Mobility with access to motor vehicle data.
2.1.6 Customer shall prepare, execute, update, and maintain the Business Rules for implementation and operation of the Program. Customer’s failure to timely prepare the Business Rules may impact the Project Time Line. Verra Mobility shall not be liable for Customer’s failure to update and maintain the Business Rules
2.1.7 Customer is responsible for notifying Verra Mobility of any local legislative and/or ordinance changes in writing within forty-eight (48) hours of the first read of the proposed legislation. Verra Mobility will not be responsible for complying with any change in applicable local law, until such time as Verra Mobility has been notified by Customer in writing of the change in Law.
2.1.8 Customer is responsible for all final jurisdictional issues, including but not limited to as they pertain to issuance of Citations, adjudication of Violations, and intergovernmental authorities. Pursuant to California Vehicle Code section 21455.5(c)(2)(F), Customer shall maintain controls necessary to ensure that only Citations that have been reviewed and approved by the Modesto Police Department are delivered to violators.
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2.1.9 Once a Notice to Proceed is granted to Verra Mobility in writing, Customer shall not issue a stop work order to suspend activity on the implementation process, unless Customer reimburses Verra Mobility for costs incurred up to the date the stop work order is issued.
2.1.10 Customer will comply with all applicable Laws relating to its conduct with respect to the Program, and Customer shall not use the Camera Systems or BOS for any purpose not permitted by Law.
2.1.11 Customer shall process each Event in accordance with state law and/or municipality ordinances within three (3) business days of its appearance in the law enforcement review queue, using BOS to determine which Events constitute Violations that will be issued as Citations. In the event that Customer fails to process Events within this timeframe, Verra Mobility shall not be liable for failure of the BOS System to allow Customer to issue a notice or Citation within statutory timeframes.
2.1.12 In the event that remote access to the BOS System is blocked by Customer network security infrastructure, Customer’s Department of Information Technology shall coordinate with Verra Mobility to facilitate appropriate communications while maintaining required security measures.
2.2 STREETS AND TRAFFIC DEPARTMENT OPERATIONS
2.2.1 All Camera Systems are intended to remain installed for the duration of the Agreement. If Customer requests that Verra Mobility move a System to a new Approach after initial installation, Customer shall pay for the total cost to relocate the System.
2.2.2 If Customer’s construction or improvement project requires an installed Camera System to be deactivated or requires a Camera System, including imbedded sensors, to be moved or removed, Customer shall pay a reduced monthly fee of $2,500 per month for the deactivated Camera System during the time the Camera System is deactivated and pay any costs incurred by Verra Mobility for removing, and if applicable reinstalling, the System. Customer’s payment obligation shall be suspended if a Camera System is deactivated due to a construction or improvement project that is not managed by Customer. If the System shall be reinstalled after project is completed, in lieu of paying the reduced monthly Fee while Camera System is deactivated Customer may instead elect through a Change Order, or other written modification to the Agreement, to extend the current term of the Agreement for the time period the Camera System was deactivated.
2.2.3 Prior to the installation of any System, Customer shall use reasonable, best efforts to provide Verra Mobility information regarding any and all road construction or improvement projects scheduled during the term of this Agreement for any Approach designated for System installation. In addition, within thirty (30) days of becoming aware of anticipated construction that may result in the deactivation or removal of a System or otherwise impact an Approach during the term of this Agreement, Customer shall notify Verra Mobility of any such construction.
2.2.4 Customer will design, fabricate, install and maintain camera warning signs required by Law for purposes of operating the Program. If Customer cannot provide such signage, Verra Mobility will do so, and Customer shall reimburse Verra Mobility for such costs. Even if Verra Mobility provides such signage, Customer shall remain responsible for maintaining such signage. Customer is responsible for determining the placement/location of signs in compliance with applicable Laws.
2.2.5 Customer understands that proper operation of the System requires access to traffic signal phase connections. Customer, therefore, shall provide free access to traffic signal phase connections according to approved design. When traffic signal phase connections are not under the jurisdiction of Customer, it shall be Customer’s responsibility to negotiate agreements with the owner or maintaining agency of the traffic signal controller and infrastructure in order to provide the required access to said phase connections and infrastructure and any costs associated with needed agreements shall be funded by Customer.
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2.2.6 Customer understands that proper operation of the System sometimes requires attachment of certain items of detection equipment to existing signal masts, mast arms and/or other street furniture. Customer, therefore, shall provide free access to Verra Mobility to attach certain items of detection equipment to existing signal masts, mast arms and / or other street furniture, if required for the proper operation of the System.
2.2.7 Customer shall allow Verra Mobility to access power from existing power sources at no cost and, if applicable, shall allow or facilitate access to traffic signal phase connections to a pull box, pole base, or controller cabinet nearest to each System within Customer’s jurisdiction. If these items are not made available, the costs of any additional conduit or power infrastructure needed to support installation of the System shall be funded by Customer. Verra Mobility may agree to cover these upfront costs and separately bill Customer through the monthly invoice over a period not to exceed one year. If existing power sources are not immediately available, Customer will allow Verra Mobility to use temporary power until the existing power is established. In situations where it is not possible to obtain electrical power from a pre-existing source, Customer shall bear the costs (or reimburse Verra Mobility) for obtaining/routing power. When access to power facilities is not under the jurisdiction of Customer, it shall be Customer’s responsibility to negotiate any necessary agreements with the owner or maintaining agency of the power facility and infrastructure in order to provide required access to said power facilities and infrastructure. Any costs associated with the needed agreements shall be funded by Customer.
2.2.8 Customer shall approve or reject Verra Mobility submitted plans within seven (7) business days of receipt. Customer shall use best efforts to ensure that the total duration between submittal and finalization does not exceed ten (10) days for plan approvals when plans are being reviewed and permitted by any state, county, and/or local agencies.
2.2.9 Customer, or any department of Customer, shall not charge Verra Mobility or its subcontractor(s) for building, construction, electrical, street use and/or pole attachment permits, including any fee for traffic control services and permits during installation or maintenance of a System. Customer shall also apply for, when in Customer’s name, or coordinate the application for, when in the name of a Customer agency, school, or school district, and fund any and all needed state, local, and/or county permits, including any traffic control permits.
2.2.10 Customer understands and agrees that time is of the essence and that public safety is at issue and shall exercise best efforts to issue all needed permits to Verra Mobility and its subcontractor(s) within three (3) business days of plan approval. Customer shall provide its best efforts to aid in achieving these timeframes for permit issuance when permitted by any state, local, and/or county agency.
2.2.11 If required by the submitted design plan for proper operation, Customer shall allow Verra Mobility to install vehicle detection sensors in the pavement of roadways within Customer’s jurisdiction, as permitted. Customer shall provide its best efforts to aid in acquiring any and all required permission and permits when the roadway is under the jurisdiction of the state or county.
2.2.12 To the extent permitted by law and approved by the Customer in writing, Customer shall allow Verra Mobility to build needed infrastructure into any existing Customer-owned easement.
2.2.13 If use of private property right-of-way is needed, Customer shall assist Verra Mobility in acquiring permission to build in existing utility easements as necessary. Any costs for private property rightof-way lease/rental costs shall be borne by Customer as it is expressly excluded from the base fee structure identified in the fee schedule.
2.3 COURTS OPERATIONS
2.3.1 Customer is responsible for the adjudication of Citations in accordance with all applicable Laws. #16..
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2.3.2 Citations will be processed, and disputes heard, through the Superior Court of California, County of Stanislaus. Customer shall not be liable for any issues relating to the processing and resolution of citations through the Superior Court system.
2.3.3 Customer shall handle inbound and outbound phone calls and correspondence from defendants who have questions about disputes and other issues relating to Citation adjudication. Customer may refer citizens with questions regarding the Camera System technology and processes to websites and/or toll free telephone numbers provided by Verra Mobility for that purpose.
2.2.1 Verra Mobility shall provide Customer with access to its online BOS adjudication processing module which will enable the adjudication function to review cases, related images, and other related information required to adjudicate disputed Citations. If instead of using the online adjudication processing module in BOS Customer desires to integrate Verra Mobility data into its adjudication system, subject to feasibility, Verra Mobility shall provide a court interface. Verra Mobility shall provide a price proposal to Customer for the development of any such court interface.
3. ENHANCED VIDEO SERVICES
Verra Mobility shall provide video enhancements that permit Customer to perform remote video retrieval at each red light Approach (“Enhanced Video Services”). Customer is responsible for and will pay for any of its data storage costs or other usage-based costs that it may incur in connection with its use of the Enhanced Video Services. Customer agrees to comply with all Laws with respect to its access to and use of the Enhanced Video Services, including without limitation any Laws relating to data privacy or photo enforcement.
Customer expressly acknowledges that Verra Mobility is under no obligation to retain for any period of time any data produced by the Enhanced Video Services. Customer acknowledges that once it obtains a requested video file, it is responsible for any preservation, and associated storage requirements that may be required by Law for the video file. Customer agrees that since the requested video file is not required by Verra Mobility to continue to perform the services under the Agreement, the video file and any resulting public records shall be transferred to the Customer prior to the termination of the Agreement and the Customer shall serve as the records custodian for any public records created. Customer agrees to assume responsibility to respond to, and if appropriate defend, at its sole expense, any requests for data or information obtained through the Enhanced Video Services, whether by formal public records request or otherwise. Verra Mobility shall not be responsible for any storage, storage costs or public records requests pertaining to the historical video obtained through the Enhanced Video Services or the provision of access to the Enhanced Video Services to anyone other than Customer.
Customer hereby agrees to indemnify and defend Verra Mobility Parties to the fullest extent then contemplated by the governing and applicable Law against any and all Losses which may be imposed on or incurred by any Verra Mobility Party arising out of or related to: (a) Customer’s use of the Enhanced Video Services, (b) Customer’s misuse of or failure to maintain the security of the data access through the Enhanced Video Services; (c) Customer’s violation of any Laws; and (d) any breach of this Agreement by Customer related to Customer’s use of the Enhanced Video Services.
The Customer agrees the Enhanced Video Services shall be subject to the following: (i) historical video is stored at the Camera site for a time period of approximately 30 days; (ii) requested video files pursuant to the Enhanced Video Services will be available for Customer download within 1 business day of request and will be available for retrieval for approximately 30 days; (iii) video file requests from historical video are limited to 30 minutes; if additional footage is required, additional requests may be made by Customer; and (iv) to avoid unintended data usage charges, streaming video is limited to 10-minute sessions. After 10 minutes, users will be prompted to reconnect.
EXHIBIT C
FORM OF NOTICE TO PROCEED
Reference is made to the Professional Services Agreement by and between American Traffic Solutions, Inc., doing business as Verra Mobility (“Verra Mobility”) and City of Modesto (“Customer”), dated as of [date] (the #16..
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“Agreement”). Capitalized terms used in this Notice to Proceed shall have the meaning given to such term in the Agreement.
Customer hereby designates this implementation of Systems at the Approaches listed below. Verra Mobility shall make its best efforts to install a System within sixty (60) days of permits being granted and power delivered for each agreed-upon Approach, providing that Customer has received permission for all implementations in writing from any third-party sources.
Below is a list of Approaches provided by Customer, which have been analyzed based on traffic volumes, road geometry, and existing infrastructure and are believed to be locations at which a System would increase public safety.
If any of the below locations are unable to obtain CalTrans approval, Verra Mobility will work with the City to find alternative locations as a replacement.
Execution of this Notice to Proceed by Customer shall serve as authorization for the installation of Systems for all Approaches designated as follows:
Approach (Direction & Street) Type of Enforcement Camera System Solution EB Briggsmore Ave. @ Coffee Rd Red-Light HALO
EB Sylvan Ave. @ Coffee Rd Red-Light HALO
EB Briggsmore Ave. @ Carver Rd. Red-Light HALO
EB Pelandale Ave. @ Carver Rd Red-Light HALO
NB Oakdale Rd. @ Briggsmore Ave. Red-Light HALO
SB McHenry Ave @ Standiford Ave Red-Light HALO
NB El Vista / Oakdale Rd @ Scenic Dr Red-Light HALO
NB N Carpenter Rd @ Kansas Ave Red-Light HALO
NB 9th St @ G St Red-Light HALO
WB Yosemite Blvd @ S Santa Rosa Ave Red-Light HALO
Customer understands that implementation and installation of any Approach is subject to Site Selection Analysis and engineering results.
Customer recognizes the substantial upfront costs Verra Mobility will incur to construct and install the Systems for the above listed Approaches. Customer agrees that the Systems authorized by this Notice to Proceed for the abovelisted Approaches shall remain installed and operational for the duration of the current term of the Agreement. Verra Mobility reserves the right to bill Customer for any upfront costs associated with the Approaches listed above in the event Customer elects to cancel or suspend the installation.
IN WITNESS WHEREOF, Customer has executed this Notice to Proceed as of the date written below.
CITY OF MODESTO, CALIFORNIA
By:
Name:
Title:
Date
ACKNOWLEDGED AND AGREED TO BY:
AMERICAN TRAFFIC SOLUTIONS, INC.
By:
Name:
Title:
Date
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EXHIBIT D
DMV SERVICES SUBSCRIBER AUTHORIZATION
Agency ORI: _____________
September 12, 2022
Frank L. Minice, Executive Director/CEO
National Law Enforcement Telecommunications System, Inc. (NLETS) 1918 W. Whispering Wind Drive
Phoenix, AZ 85085
Dear Mr. Minice:
Re: Authorization for ORI Code: ________
The CUSTOMER authorizes American Traffic Solutions, Inc. dba. Verra Mobility to use the CUSTOMER ORI _______ for the limited purpose of obtaining vehicle registration information through NLETS.
This letter acknowledges that a contract to perform automated enforcement between the CUSTOMER and American Traffic Solutions, Inc., doing business as Verra Mobility (“Verra Mobility”) is in force. As a requirement of and in performance of that contract between the CUSTOMER and Verra Mobility, it will be necessary for Verra Mobility to access Nlets for motor vehicle data on our agency’s behalf.
Select ONE of the following as applicable for the Customer’s program and delete all others before sending to Customer.
This program will operate within the Alcyon environment under partner ORI AZNlets91.
This program will operate within the Legacy Redflex environment under partner ORI AZNlets91. -ORThis program will operate within the Axsis environment under partner ORI AZNlets97.
Please accept this letter as authorization from the CUSTOMER for Verra Mobility to run motor vehicle inquires for this purpose. This authorization will automatically expire upon the termination of the contract between CUSTOMER and Verra Mobility; and,such authorization is limited to violations detected by the automated enforcement camera systems.
By completing the information below and signing this letter, I am stating that I am a member of and have the authority to extend this authorization on behalf of the CUSTOMER.
SUBSCRIBER INFORMATION
Subscriber Agency/Name
Nlets Agency ORI
Name/Title of Authorized
Representative
Mailing Address
Telephone Fax
Email
Signature of Authorized
Representative
Date Signed
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EXHIBIT E
RETENTION SCHEDULE
[This schedule to be completed in conformity with applicable state and local law.
Type of Record Minimum Verra Mobility Retention Period
Violation Images* (including video clips and related
metadata)
Six (6) months from date information was obtained or
until final disposition of the citation, whichever date is later.
Non-Violation Images (including video clips and
related metadata)**
Six (6) months from event capture date
Individually Identifiable Violation Records* Six (6) months from date information was obtained or until final disposition of the citation, whichever date is later.
Individually Identifiable Non-Violation Records** Six (6) months from event capture date Audio recording from contact center 90 days from call
Written correspondence with citizens regarding
Violations
Two (2) years from date of correspondence
Maintenance Records Two (2) years from date of final adjudication.
Other Program Records Two (2) years from termination of the Agreement * Violation Image: an image of a Violation issued as a Citation.
Individually Identifiable Violation Records: a record containing individually identifiable information pertaining to a Violation issued as a Citation.
** Non-Violation Image: an image of an Event not issued as a Citation.
Individually Identifiable Non-Violation Records: a record containing individually identifiable information pertaining to an Event not issued as a Citation.
This records retention schedule does not apply to any Event data captured by the Camera System, but not uploaded into BOS. For the avoidance of doubt, this records retention schedule does not apply to any records related to any Pilot Data
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Bid Tabulation Summary
Offeror Manufacturer HGAC
Product Code
H-GAC Price
(% Discount
Off List For
Catalog Type
Bids)
H-GAC Score
Consolidated Traffic Controls, Inc.
n/a
HA, KA, LD,
PG, RG, UG,
UC
n/a 84
Applied Information Inc.
n/a DA, DI, DG n/a 91
K&K Systems, Inc.
n/a HHG, HHF n/a 90
UR International, Inc.
n/a XI n/a 73
American Traffic Solutions
n/a CE n/a 87
Electrotechnics Corporation (Eltec)
n/a GG n/a 83
Paradigm Traffic Systems, Inc.
n/a DA, FC, DG,
SH, DI, FI n/a 72
Twincrest Inc. dba Twincrest
Technologies n/a YC, SC n/a 95
Texas Highway Products, Ltd
n/a
AAC, BBF,
CCG, DDG,
EEG, FFF,
GGF, KG
n/a 87
Solicitation Type: Proposal
Proposers scoring the minimum 70 points or above may be offered a contract, but the number of contracts offered in any Product Category will be based soley on H-GAC's determiniation what best serves the interests of Program Participants.
Notes:
Description: Traffic Control, Enforcement & Signal
Preemption Equipment
Proposal Opening Date: Dec. 02, 2020
Invitation #: PE05-21
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COOPERATIVE PURCHASING PROGRAM
Houston-Galveston Area Council of Governments
3555 Timmons, Suite 120, Houston, TX 77027
Phone: 800-926-0234 Fax: 713-993-4548
www.hgacbuy.org
INVITATION TO SUBMIT COMPETITIVE: BIDS PROPOSALS
INVITATION NO.: PE05-21 ISSUE DATE: Oct 29, 2020
CATEGORY: TRAFFIC CONTROL, ENFORCEMENT & SIGNAL PREEMPTION EQUIPMENT
PURPOSE OF THIS INVITATION
The Cooperative Purchasing Program (HGACBuy) of the Houston-Galveston Area Council of Governments is soliciting offerings for the furnishing of products/services as described herein.
NOTE: Only responses submitted online will be accepted. Responses are scheduled to be formally “opened” by H-GAC on the date and time indicated in the table below. Any responses submitted later than 1:00 p.m. on the due date will be deemed non-responsive and rejected.
PROCUREMENT SCHEDULE & DETAILS
DRAFT SPECIFICATION / INVITATION: September 17, 2020
PRE-BID/PROPOSAL CONFERENCE: September 30, 2020 @ 9:00 a.m. CT; Online FINAL SPECIFICATION / INVITATION: October 29, 2020
PROPOSAL RESPONSES DUE: December 2, 2020, @ 1:00 p.m. CT; H-GAC Clock PUBLIC RESPONSE OPENING: December 2, 2020 @ 2:00 p.m. CT; H-GAC Clock RECOMMENDATIONS TO BOARD: March 16, 2020
CONTRACT START DATE & TERM: May 1, 2021 – April 30, 2023 (2 years) The documents comprising this Invitation are available via web download at: https://www.hgacbuy.org/bids/ For assistance regarding this Invitation, please contact:
Name: Bill Burton Phone: 832-681-2514 E-mail: [email protected]
CONTENTS OF THIS INVITATION
SECTION-A: General Terms & Conditions
SECTION-B: Product/Service Specific Requirements & Specifications SECTION-C: HGACBuy Forms
SECTION-D: Pro-Forma (Sample) Contract
FORMS: W-9, CIQ, 1295, HB89, CCI
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ELECTRONIC SUBMISSION
IMPORTANT:
Responses will be accepted by online electronic submission only. There will be two (2) links provided in the solicitation documents detailing the following:
• How to submit your bid electronically
• Instructions on uploading your bid
These links can be downloaded from HGACBuy’s website, https://www.hgacbuy.org/bidnotices #16..
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SECTION A
GENERAL TERMS & CONDITIONS
FOR BIDS AND PROPOSALS
INVITATION NO. PE05-21
DESCRIPTION: Traffic Control, Enforcement & Signal Preemption Equipment
TABLE OF CONTENTS
1. INTRODUCTION ................................................................................................................................................2
2. DEFINITIONS, ABBREVIATIONS & ACRONYMS ........................................................................................2
3. NON-BINDING ORAL COMMENTS ................................................................................................................4
4. STRUCTURE OF RESPONSE ............................................................................................................................4
5. BASIC REQUIREMENTS & CONDITIONS......................................................................................................4
6. OFFEROR'S AUTHORIZED SIGNATORY.......................................................................................................5
7. SURETY FOR INSURANCE ..............................................................................................................................6
8. CONFIDENTIAL / PROPRIETARY MATERIALS ...........................................................................................6
9. REFERENCES .....................................................................................................................................................6
10. INSURANCE ...................................................................................................................................................6
11. OFFEROR CERTIFICATIONS.......................................................................................................................7
12. HISTORICALLY UNDERUTILIZED BUSINESS (HUB) PARTICIPATION .............................................7
13. NON-RESIDENT RECIPROCAL SALES ACT .............................................................................................8
14. TEXAS MOTOR VEHICLE COMMISSION CODE & LICENSING............................................................8
15. INTENT AND SCOPE OF SPECIFICATIONS ..............................................................................................8
16. REQUIREMENTS APPLICABLE TO PHYSICAL GOODS.........................................................................8
17. PRODUCT CODES .........................................................................................................................................8
18. SPECIFIC DESCRIPTIVE REFERENCES.....................................................................................................9
19. MANUALS ......................................................................................................................................................9
20. STANDARD FEATURES & OPTIONS .........................................................................................................9
21. WARRANTIES, SALES & SERVICE ..........................................................................................................10
22. H-GAC ORDER PROCESSING CHARGE ..................................................................................................11
23. PRE-PAYMENTS AND DISCOUNTS .........................................................................................................11
24. INSPECTION / TESTING .............................................................................................................................11
25. PRODUCT DELIVERY.................................................................................................................................11
26. OFFERED PRODUCT ITEM VARIANCES ................................................................................................11
27. REQUIREMENTS FOR SUBMISSION OF A RESPONSE.........................................................................11
28. CLARIFICATION TO SPECIFICATIONS & REQUIREMENTS...............................................................13
29. INCONSISTENT INFORMATION...............................................................................................................14
30. REJECTION OF RESPONSES......................................................................................................................14
31. WITHDRAWAL OR MODIFICATION OF RESPONSES ..........................................................................14
32. RESPONSE EVALUATION .........................................................................................................................14
33. ORDER OF PRECEDENCE PRIOR TO CONTRACT AWARD ................................................................15
34. AWARD OF CONTRACT ............................................................................................................................15
35. PRO-FORMA CONTRACT ..........................................................................................................................15
36. CONTRACT TERM ......................................................................................................................................15 #16..
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37. PERFORMANCE & PAYMENT BOND ......................................................................................................15
38. CHANGE ORDERS.......................................................................................................................................15
39. DUPLICATION OF TERMS OR STATEMENTS........................................................................................15
40. PUBLICITY ...................................................................................................................................................15
41. TAXES ...........................................................................................................................................................16
42. DRUG FREE WORKPLACE ........................................................................................................................16
43. PRODUCT NOTICES & MAILINGS ...........................................................................................................16
44. HANDLING OF ORDERS & PAYMENTS..................................................................................................16
45. PRICE CHANGES.........................................................................................................................................17
46. CONTRACT ITEM CHANGES....................................................................................................................17
47. FORCE MAJEURE........................................................................................................................................18
48. PERFORMANCE UNDER CONTRACT .....................................................................................................18
49. CONTRACTOR ORIENTATION/TRAINING.............................................................................................18
50. LEGAL & CONTRACTUAL REMEDIES ...................................................................................................19
51. NATIONWIDE SALES OPPORTUNITIES..................................................................................................20
1. INTRODUCTION
The Houston-Galveston Area Council (H-GAC) is a "Government-to-Government" procurement service for States, State Agencies, Local Governments, Districts, Authorities, and qualifying Not-for-Profit Corporations (End Users).
End Users become Members of the H-GAC Cooperative Purchasing Program (HGACBuy) by executing an Interlocal Contract, which is free of cost and evergreen unless cancelled. HGACBuy, acting on behalf of Members, is soliciting competitive offerings for the furnishing of products and/or services, as described elsewhere, which MAY be purchased by Members during the contract term. Members using the Program issue purchase orders directly to HGACBuy contractors.
2. DEFINITIONS, ABBREVIATIONS & ACRONYMS
The following definitions, abbreviations and acronyms may be found in these specifications, and shall be interpreted herein as specified below.
Definitions and Abbreviations:
Acceptance. Acceptance takes place when the End User agrees with the Contractor that the terms and conditions of the contract have been met and verified. Acceptance is not the same as Receipt, and can only occur after intact shipping, inspection by End User, and any onsite testing that has been stipulated as part of the order Aggregate/Single Occurrence. The term "aggregate" in insurance terms is the sum of all claims against a specific policy for a specific loss incident. The term "single occurrence" differentiates between multiple claims and single claims against a specific policy. The inherent value of a policy's aggregate value is less important to an End User than is the value of a single claim as stated under "single occurrence." Approved. Acceptable to the "authority having jurisdiction." ARO. “After Receipt of Order”. Used in conjunction with a defined time period (usually days or weeks) to establish the delivery or lead time pursuant to any individual purchase transaction. In the case of orders for bodies which will be mounted on a customer furnished cab/chassis, the term ARO shall be construed to mean “After Receipt Of Cab/Chassis”.
Authority Having Jurisdiction. The authority shall be either H-GAC or the relevant End User based on the requirements as stated in each specification item. Unless specifically stated, the authority shall be H-GAC.
Bidder. Any entity that submits a competitive bid to this Invitation. (See also "Offeror") Change Order. Request by an End User for a change in the composition of an already submitted purchase order, for example to change quantity ordered, add or delete items, etc.
Contract. Specifically, a contract between H-GAC and a successful Offeror which is executed based on an award made pursuant this Invitation.
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Contract Pricing Worksheet. The standard H-GAC form to by used by Contractor in preparing a quotation to an End User, upon which End User's purchase order will be based. Contractor may use another quotation form provided it contains required information, and only if approved by H-GAC.
Contractor. The contracted business entity responsible for fulfilling a contract executed pursuant to this Invitation.
Dealer/Distributor. A duly authorized and/or franchised business entity which sells and services a manufacturer’s product in a specified marketing area.
Defect. A discontinuity in a part or a failure to function that interferes with the service or reliability for which the part was intended.
Electronic Media. As used herein, means computer based media such as 100mb Zip Disk, CDRom, e-mail, e-mail attachment, file downloaded from the web, etc.
End User. (See "Participant" and “Member”)
Listed. Equipment or materials included in a list published by an organization, acceptable to the "Authority Having Jurisdiction" and concerned with product evaluation, that conducts periodic inspection of production of listed equipment or materials and whose listing states either that the equipment or materials meet appropriate standards or has been tested and found suitable for use in a specified manner. NOTE: The means for identifying listed equipment may vary for each organization concerned with product evaluation, some of which do not recognize equipment as listed unless it is also labeled. The "authority having jurisdiction" should utilize the system employed by the listing organization to identify a listed product.
Manufacturer. The person or persons, company firm, corporation, partnership, or other organization responsible for taking raw materials or components and making a finished product.
May. A term indicating a permissive use or an acceptable alternative to a specified requirement.
Member. An authorized Participant in the Program. (See "Participant" and “End User”) Motor Vehicle. The meaning of this term shall be based on the legal definition ascribed to it by the laws and/or regulations of the state in which any specific sale made pursuant to a Contract takes place.
Must. A term indicating a mandatory requirement.
Offer or Offering. Any product or service offered in reply to this Invitation.
Offeror. Any entity that submits a competitive bid or proposal in response to this Invitation. Bidder or Proposer.
Participant. Generally, any qualifying governmental or non-profit entity which has executed an Interlocal Contract for cooperative purchasing services with H-GAC.
Product Liability Insurance. Failure of Components and/or assembled equipment resulting in personal injury, disability or death and/or property damage is covered under the product liability insurance provisions.
Product or Product Item. Any of the specific goods, materials, equipment or service(s) specified in this Invitation.
This term encompasses the base line item itself, and any and all accessories, options, modifications, ancillary services, assembly, testing, etc. that may be included in the delivered Product.
Proposer. Any entity that submits a competitive proposal in response to this Invitation. (See also "Offeror") Purchaser. The End User having responsibility for the specification, requisition, ordering and acceptance of the Product or Service. (See also "End User")
Purchasing Authority. The agency that has sole responsibility and authority for negotiating, placing and, if necessary, modifying any solicitation, purchase order, or other award issued by a governing body [H-GAC].
Quotation. See "Contract Pricing Worksheet".
Receipt. Receipt takes place when a Product or Service is delivered to an End User and a document is executed that establishes that the Product is now in the possession of the End User or that the Service has been completed.
Receipt DOES NOT connote or imply Acceptance.
Response. All or part of any offering submitted in response to this Invitation.
Shall. A term indicating a mandatory requirement or action.
Should. A term indicating a recommended or advised response to a specified requirement.
Vendor. A manufacturer's representative or dealer authorized to make sales and supply parts and service.
Acronyms:
ANSI = American National Standards Institute
ASTM = American Society for Testing and Materials
ASME = American Society of Mechanical Engineers
CFR = U.S. Code of Federal Regulations
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DOJ = U.S. Department Of Justice
DOT = U.S. Department Of Transportation
EPA = U.S. Environmental Protection Agency
FAA = Federal Aviation Administration
FMVSS = U.S. Federal Motor Vehicle Safety Standards
H-GAC = Houston-Galveston Area Council of Governments
IEEE = Institute of Electrical and Electronics Engineers MVD = Motor Vehicle Division of Texas Department of Transportation NFPA = National Fire Protection Association
NHTSA = National Highway Traffic Safety Administration
NIOSH = National Institute For Occupational Safety And Health NIST = National Institute of Standards and Technology
NTEA = National Truck Equipment Association
OSHA = U.S. Occupational Safety and Health Administration RRC = Railroad Commission of Texas
SAE = Society of Automotive Engineers
TBPC = Texas Building and Procurement Commission (formerly GSC) TxDOT = Texas Department Of Transportation
UL = Underwriter's Laboratories Inc.
VTCS = Vernon's Texas Civil Statutes
3. NON-BINDING ORAL COMMENTS
No oral comment, utterance or response made by any employee, member, or agent of H-GAC or any Member of the Cooperative Purchasing Program shall be considered factual or binding with regard to this Invitation, or any contract awarded as a result of this Invitation. Valid and binding terms, conditions, provisions, changes or clarifications, or requests thereof, shall ONLY be communicated written form.
4. STRUCTURE OF RESPONSE
Depending on the Product or Service, market structures and sales practices can differ substantially. For example, dealers may sell into any market or may be restricted to certain territories, manufacturers may sell direct or may be limited by law to selling thru independent dealerships, etc. H-GAC’s objective is to ensure that End Users, no matter where located, can buy contracted products/services and receive quality and timely service and support, while at the same time allowing for the most appropriate and effective response to this Invitation. Therefore, responses to this Invitation will be accepted in conformance with the following scenarios and requirements:
A. Single Respondent Acting Alone Or As "Lead" For A Group:
Offeror shall complete and sign a Form A and, if contracted, shall be solely responsible for all contractual requirements including administration, processing of purchase orders and handling of payments for transactions which may involve other dealers who actually deliver the products or services.
B. Multiple Respondents Acting Jointly:
A single Response shall be submitted, and each party to the Response shall complete and sign a separate Form A to be included in the single Response. If the Response is successful each party shall sign a separate contract with H-GAC and shall be responsible for compliance with all terms and conditions. Only those which have executed a written contract with H-GAC may process purchase orders and payments.
In any event, Offeror may be a party to one, and only one, response.
5. BASIC REQUIREMENTS & CONDITIONS
a. The final requirements and specifications contained herein may be different, perhaps materially, from those in the “Invitation To Attend Pre-Bid / Pre-Proposal Conference”, if any. It is Offeror’s sole responsibility to thoroughly examine and review all documentation associated with this Invitation, including any Addendums, and to insure that any response submitted complies in every respect with all requirements. #16..
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b. Any Addendum to this Invitation which may be required prior to the Response due date will be delivered to those prospective Offerors of record who have previously obtained a copy of this Invitation from H-GAC.
Prospective Offerors shall be responsible for obtaining all documents relating to submission of a Response. c. Offeror shall thoroughly examine any drawings, specifications, schedules, instructions and any other documents, supplied as a part of this Invitation, and is solely responsible for understanding and compliance. d. H-GAC shall not be liable for Offeror's incomplete documentation, or for any costs associated with preparation and submission of any Response hereto. Additionally, all components of any Response become the property of H-GAC, and shall be considered to be in the public domain. e. Offeror shall make all investigations necessary to become thoroughly informed regarding any plan and/or infrastructure that may be required to support delivery of any Product or Service covered by this Invitation. No plea of ignorance by Offeror stemming from failure to investigate conditions that may now or hereafter exist, shall be accepted as a basis for varying H-GAC's requirements, or Offeror's/Contractor's obligations or entitlements.
f. Requests for changes to the requirements or specifications herein must be in writing (e-mail, fax, letter) and must be received by H-GAC no later than fifteen (15) calendar days prior to the Response Due Date. H-GAC will review such requests, but may or may not make changes at its sole discretion. Changes, if any, will only be made by written Addendum sent to addressees of record. In any event, it is Offeror's sole responsibility to insure that any and all Addendums which may have been issued have been received and addressed. g. By submission of a response, Offeror expressly understands and agrees that all terms and conditions herein will be part of any subsequent contract that is executed pursuant to this Invitation. h. Offeror is advised that all H-GAC contracts are subject to the legal requirements established in any applicable Local, State or Federal statute.
i. Offeror/Contractor must be in compliance with all licensing, permitting, registration and other applicable legal or regulatory requirements imposed by any governmental authority having jurisdiction. It is Offeror/Contractor’s responsibility to insure that this requirement is met, and to supply to H-GAC upon request, copies of any license, permit or other documentation bearing on such compliance. j. Unless otherwise established elsewhere in this Invitation, NO minimum purchase quantities or spending levels are provided or guaranteed by H-GAC or any End User.
k. This Invitation is not meant to restrict competition, but rather is intended to allow for a wide range of responses. l. Responses which are 'qualified' with conditional clauses or alterations of or exceptions to any of the terms and conditions in this Invitation may be deemed non-compliant at H-GAC's sole discretion. m. The term ‘Offeror’, or derivative thereof, shall become synonymous with ‘Contractor’ for any successful Offeror recommended for a contract pursuant to this Invitation. n. H-GAC reserves the right to:
• Reject any and all offers received in response to this Invitation. • Reject any part of an offer received in response to this Invitation. • Determine the correct price and/or terminology in the event of any discrepancies in any response. • Accept a response from, and enter into agreement with, other than the lowest price Offeror. • Accept responses and award contracts to as many or as few Offerors as H-GAC may select. • Amend, waive, modify, or withdraw (in part or in whole) this Invitation, or any requirements herein. • Hold discussions with Offerors, although award may be made without discussion. • Request an Offeror to give a presentation of the Response at a time and place scheduled by H-GAC. • Exercise any of these rights at any time without liability to any Offeror. o. H-GAC reserves the right to determine that conditions exist which prevent the public opening of responses on the date and at the time advertised, and to reschedule the public opening for a future date and time. Responses received by H-GAC by the original deadline will be secured unopened until the rescheduled opening date and time, and those having timely submitted such responses will be notified.
6. OFFEROR'S AUTHORIZED SIGNATORY
The signatory shall be authorized to sign and contractually bind Offeror, and shall sign any and all Response documentation requiring a signature.
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7. SURETY FOR INSURANCE
Contractor shall be responsible for using a surety company properly licensed by any and all states in which Contractor will do business with Participants. The surety company shall not expose itself to any loss on any one risk in an amount exceeding ten percent (10%) of its surplus to policy holders, provided any risk or portion of any risk shall have been reinsured, and such reinsurance shall be deducted in determining the limitation of risk applicable to H-GAC's insurance requirements.
8. CONFIDENTIAL / PROPRIETARY MATERIALS
All documentation submitted as part of Offeror's response to this Invitation will be considered to be in the public domain and may be made available to Members and others, after contract award, upon properly submitted request. If Offeror submits documents marked “confidential” or “proprietary”, the Response may be deemed non-compliant.
9. REFERENCES
a. Offeror shall list the names of at least five government agencies within the continental United States which have purchased from Offeror products or services similar to those covered by this Invitation, within the last two years. H-GAC reserves the right to determine if such products or services are appropriately similar. b. Offeror may provide reference information in whatever format desired, but each should include the following specific information:
• Agency name
• Contact person name
• Address
• Phone & Fax numbers
• Description of product(s) or service(s) and date sold c. Other information, including criticism however learned, may be used by H-GAC in evaluation of responses.
10. INSURANCE
a. Unless otherwise stipulated in Section B, Offeror/Contractor must have the following insurance and coverage minimums:
General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit.
Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B – Product Specific of this Invitation.
Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as part of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC.
b. Insurance coverage shall be in effect for the length of any contract made pursuant to this Invitation, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period.
c. Original Insurance Certificates must be furnished to H-GAC on request, showing Offeror/Contractor as the insured and showing coverage and limits for the insurances listed above. d. If any Product(s) or Service(s) will be provided by parties other than Offeror/Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. e. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy.
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11. OFFEROR CERTIFICATIONS
Offeror, by submission of a Response hereto, makes the following certifications under penalty of perjury and possible contract termination if any of these certifications are found to be false.
Non-Collusive Response
a. The prices in the Response have been arrived at independently without collusion, consultation, communication, or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other Offeror or potential competitor.
b. The prices which have been quoted in the Response (unless otherwise required by law), have not been knowingly disclosed by Offeror and will not be knowingly disclosed by Offeror prior to the public response opening, either directly or indirectly, to any other Offeror or competitor. c. No attempt has been made or will be made by Offeror to induce any other person, partnership or corporation to submit or not to submit a response for the purpose of restricting competition.
Non-Biased Specifications
This Invitation contains no requirements considered to be unduly biased in favor of Offeror or any other Offerors that may be competing for this procurement.
No Financial Interest or Other Conflict
a. No H-GAC officer, employee, Board of Directors member or member of any H-GAC board or commission, nor family member of any such person, has a financial interest, direct or indirect, in Offeror or in any contract Offeror might enter into with H-GAC.
b. No economic or employment opportunity, gift, loan, gratuity, special discount, trip, favor or service has been, or will be, offered or given to any officer, employee, Board of Directors member, or member of any H-GAC board or commission, nor to any family member of any such person.
Debarment and Suspension Status
a. Offeror is not currently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transactions by any government agency, nor is Offeror an agent of any person or entity that is currently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from covered transaction by any government agency.
b. Offeror has not within a three year period preceding this Invitation been convicted of or had a civil suit judgement renedered against Offeror for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain or performing a public transaction or contract under a public transaction; violation of federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statement, or receiving stolen property. c. Offeror is not presently indicted for or otherwise criminally or civilly charged by a government entity (federal, state, or local) with commission of any of the offenses enumerated above. d. Offeror has not, within a three year period preceding this Invitation, had any government (federal, state, or local) transactions terminated for cause or default.
Insurance Coverages
Offeror has and will maintain insurance coverage in accordance with the requirements of this Invitation.
Licensing & Permits
Offeror(s) has (have) all licenses and/or permits, required by any and all governmental entities having jurisdiction, to legally sell the products/services offered.
12. HISTORICALLY UNDERUTILIZED BUSINESS (HUB) PARTICIPATION a. To satisfy Texas' statutory requirements [Government Code, Chapter 2161, Subchapter D], H-GAC requires all Offerors to supply information in any bid/proposal response listing (1) the total number of subcontracts and (2) the total number of HUB contracts applicable to the Products or Services offered in the response. Local governments often require this information for their own reporting requirements prior to placing orders through the H-GAC Cooperative Purchasing Program.
b. Offeror must complete Form B and include subcontracts with HUB’s that provide any materials or services related to sales that may be made thru H-GAC’s Cooperative Purchasing Program. #16..
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13. NON-RESIDENT RECIPROCAL SALES ACT
As required by Texas Civil Statutes in the award of contracts, an offeror which is not a Texas resident business must determine if its state of residence prohibits award of government contracts to Texas resident offerors without penalty. If Offeror’s resident state DOES penalize Texas offerors, Offeror must provide this information along with a copy of its applicable resident state's statute in the Response.
14. TEXAS MOTOR VEHICLE COMMISSION CODE & LICENSING
Sales of motor vehicles in the State of Texas are subject to the Texas Motor Vehicle Commission Code. If this Invitation includes any motor vehicle to be sold in the State of Texas, Offeror certifies by submission of a response hereto that all required Texas Motor Vehicle Commission licenses are in place and current, and that copies of all such licenses have been submitted with the Response. Further, it shall be Contractor's responsibility to keep current all required Texas Motor Vehicle Commission licensing during the term of the contract, and to furnish license copies at any time on request by H-GAC. If Contractor does not maintain current licensing, H-GAC reserves the right to immediately terminate the contract.
NOTE: In accordance with the Texas Motor Vehicle Commission Code, contracts for motor vehicles to be sold within the state of Texas may be made ONLY with properly licensed Texas Motor Vehicle Dealers. Therefore, to be considered for a contract covering Texas End Users, the Response must include a Form A from a licensed Texas Motor Vehicle Dealer
15. INTENT AND SCOPE OF SPECIFICATIONS
a. The intent of the specifications herein is to provide Offeror with sufficient information concerning the Products/Services to be contracted such that Offeror can prepare and submit an acceptable Response. b. The specifications may be detailed or general in nature with regard to any particular Product/Service. Where not otherwise specified, details of construction, materials, or the way in which services will be provided, are left to the discretion of the Offeror, provided only that any offering shall conform, as a minimum, to best Industry standards and practices and to what is currently being sold in the marketplace. c. Responses shall be considered only from Offerors that have established good reputations in their markets, and who furnish satisfactory evidence of ability to supply the Products/Services specified herein. d. Offeror shall show proof of ability to provide to End Users prompt and competent service, including parts if applicable, for all Products/Services covered by this Invitation, by proper completion of a Service Organization Document as described elsewhere herein.
16. REQUIREMENTS APPLICABLE TO PHYSICAL GOODS
In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered must, unless otherwise stipulated in Section B:
a. Be new, unused, and not refurbished.
b. Not be a prototype insofar as the general design, operation and performance. This requirement is NOT meant to preclude Offeror from offering new models or configurations which incorporate improvements in a current design or add functionality, but which in such new model or configuration may be new to the marketplace. c. Include any and all accessories which may or may not be specifically mentioned herein, but which are normally furnished or which are necessary to make a delivered Product ready for its intended use. Such accessories shall be assembled, installed and adjusted such that the Product is ready for continuous operation at time of delivery. d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout the entire quantity of a particular Product as may be purchased simultaneously by any individual End User. a. Be designed and constructed using current industry accepted engineering and safety practices, and materials. b. Be available for inspection at any time prior to or after procurement.
17. PRODUCT CODES
Unless otherwise addressed in Section B of this Invitation, the following requirements shall apply:
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a. Each Product/Service offered shall be uniquely identified using an H-GAC Product Code, which shall be determined as described in Section B of this Invitation. Offeror shall offer ONLY ONE Product for any particular Product Code. For example, Offeror may wish to submit a bid for Product Code ABC and may have another offering that also meets the requirements for ABC. Offeror MAY NOT submit two offerings for ABC.
The alternate offering that also meets the requirements for ABC must be offered as an option "upgrade/downgrade" to ABC on Form E.
b. Pricing for optional upgrades or downgrades to base bid items should be quoted as an “adder” or “deduct” amount as appropriate, to be applied to the offered price of the base Product Item listed on Form D. c. Base bid items and their associated HGACBuy Product Codes are included in the Section B and/or on Form D. d. Selection of Product Codes for which to submit an offer is at Offeror’s sole discretion.
18. SPECIFIC DESCRIPTIVE REFERENCES
Except for Base Product Items listed on Form D, any reference to a specific catalog, data sheet, form, brochure, model name or number, etc. used herein to describe an item such as an option or accessory is only descriptive and is not to be considered restrictive unless otherwise noted. Such references are normally used only to indicate a type, general description, level of quality and/or required performance standards.
19. MANUALS
Unless otherwise specified or superceded herein, each Product delivered under an H-GAC contract, and if applicable any options thereto, shall be supplied with at least one (1) copy of a safety and operating manual. The cost of any such manuals must be included in the base price for any Product Item offered hereunder. If more detailed and technically orientated parts and maintenance manuals are available for a Product or option, at a cost, they shall be offered as options on the FORM designated herein for such options, or elsewhere in the Response as may be directed herein.
20. STANDARD FEATURES & OPTIONS
The following requirements are applicable primarily to physical goods.
Standard Features
a. The stated minimum requirements for all Products listed herein include what H-GAC considers to be “standard” features. Even though such features might normally be offered as options rather than as standard, they are nonetheless considered to be standard in this Invitation, and must be included in the base price for any Product offered. Such features SHOULD NOT be offered as options except as deducts for their omission from the base Product.
b. If it is unclear in the Response that an H-GAC standard feature is included in the base price, it will be assumed that such is the case. If awarded a contract Offeror will be expected to sell the Product with all H-GAC specified standard features included in the base price. c. Any feature or accessory normally offered by manufacturer as "standard" shall be considered a standard feature and shall be included in the base price of any offering, even though not specifically listed as a requirement in H-GAC’s specifications. Such features SHOULD NOT be offered as options except as deducts for their omission from the base Product.
Options - General
a. Options are considered to be any features or accessories, other than H-GAC's and Manufacturer's "standard" features or accessories.
b. Options should be offered on the FORMS designated for quoting options. Each option should be listed and described on a separate line, and should include any Manufacturer's/Dealer's code number. If no Manufacturer's/Dealer's code number exists, Offeror should create one. c. Prices for all offered options shall be assumed to include any installation or mounting required to make it a fully functional component of the Product, unless otherwise stated in Offeror's response.
Required Options
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a. Product specifications in this Invitation may include H-GAC "Required Options". If so, Offeror must quote a price for ALL such options, and, if there is an H-GAC Option Code provided in this Invitation for such options, it MUST be used as part of the description.
b. For any specific "Required Option", Offeror may quote an equivalent so long as its design and performance are as good as, or better than, the specified option item. Responses which do not include pricing for Required Options may be considered non-compliant.
Other Options
a. "Suggested" or "Other" options may be listed for any particular Product in this Invitation, and Offeror is encouraged to quote pricing for such options. The extent of offered options in any response may be taken into consideration as part of the award criteria, at H-GAC's sole discretion. b. Offeror is encouraged to include options for non-equipment items that may be applicable to a sale, such as:
Extended Warranties, Maintenance Agreements, Buy-back or Trade-In Agreements, Out-of-state Delivery Charges, Quantity or Special Discounts, Extended Training Classes, etc.
Published & Unpublished Options
a. H-GAC Cooperative Purchasing Program (Program) contracts are awarded through a public competitive bid or proposal (RFP) process. Further to that process, Program policy considers an 'option' listed and priced in a bid or RFP Response: (1) To be a "Published Option"; (2) To be part of any awarded contract; and (3) To be available for purchase by Program members separately and independently from associated base line items.
However, since Published Options may have not been subjected to the same scrutiny as the associated base line items, it cannot be concluded they were directly competed. Therefore, pursuant to Local Government Code 252.021(a), purchase of a published option costing more than $50,000 shall not be allowed. Furthermore, H-GAC reserves the right at its sole discretion to disallow purchase of any Published Option through the Program if deemed contrary to the intent of the law.
b. Any option that has not been listed and priced in the Response is considered to be an “Unpublished Option”.
Unpublished Options may be sold, but only in connection with the sale of a base Product Item, and only insofar as the total cost of all Unpublished Options remains below twenty five percent (25%) of the total summed cost of the base Product(s) plus any Published Options.
c. No Published or Unpublished Option may be sold which essentially converts a Product such that it competes with a Product Item awarded to another contractor.
21. WARRANTIES, SALES & SERVICE
Unless otherwise addressed in Section B, the following requirements shall apply:
a. Offeror must be a properly franchised dealer authorized to sell and service, including warranty service, all products offered and sold in response to the bid invitation or under any H-GAC contract. b. Offeror shall provide detailed Parts and Labor Warranty information with the Response. If Offeror submits a warranty with the Response which does not meet the minimum requirements herein, Offeror agrees by submission of a Response that such warranty shall be considered to be amended to meet those minimums. c. Warranties shall be manufacturer's standard and shall be inclusive of any other warranty requirements which may be stipulated elsewhere herein.
d. Any warranties offered by a dealer shall be in addition to the manufacturer’s standard warranty, and shall not be a substitute for such. Offeror's base price for any Product shall be inclusive of the standard warranty. e. Complete warranty information will be supplied to End User with each Product sold. a. Warranties need not apply to normal maintenance service or adjustments, or to any product reasonably shown to have been repaired or altered in any way so as to affect its stability, or to any product which has been subject to misuse, negligence, or accident.
f. Offeror/Contractor is encouraged to offer extended warranties as an option. g. Neither H-GAC nor End User assume any warranty or liability on Contractor’s behalf unless made or assumed in writing, initiated by Contractor, and agreed to in writing by H-GAC or the End User respectively. h. Contractor shall be responsible for the execution and effectiveness of all product warranty, and shall be the sole source for solution to problems arising from warranty claims. Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims that have been assigned to a third party. #16..
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22. H-GAC ORDER PROCESSING CHARGE
H-GAC will levy an Order Processing Charge on Contractor for each sale done thru the H-GAC contract, with the exception of orders for motor vehicles. Any bid pricing submitted will be considered to include the Charge. The amount of the applicable charge shall be per the most current H-GAC schedule. For motor vehicle orders, the Processing Charge shall be levied on and paid by the End User.
23. PRE-PAYMENTS AND DISCOUNTS
a. Progress, pre-payment and special discounts of any kind may be offered and detailed in the Response. Such discounts shall be clearly explained, but shall not be a determining factor in awarding contracts except in the case of tie offerings.
b. Quantity discounts applicable to similar Products sold to one or more End User Departments may be offered.
Determination as to product similarity shall rest solely with Contractor. c. For specific purchases, any proposed quantity, pre-payment or special discounts shall be clearly shown on the Contract Pricing Worksheet.
24. INSPECTION / TESTING
All Products sold pursuant to this Invitation shall be subject to inspection/testing by or at the direction of H-GAC and/or the ordering End User, either at the delivery destination or the place of manufacture. In the event a Product fails to meet or exceed all requirements of this Invitation, and unless otherwise agreed in advance, the cost of any inspection and/or testing, shall be borne by the Contractor.
25. PRODUCT DELIVERY
Unless otherwise addressed in Section B, the following requirements shall apply:
a. Title to goods, and responsibility and liability for loss and/or damage in shipping pass to End User at the delivery destination after receipt and acceptance have taken place. Cost of shipping/delivery shall be paid by End User unless otherwise agreed to by Contractor. If Contractor will be paying for shipping/delivery, shipping terms must be "F.O.B. Destination, Freight Prepaid". If End User will be paying for shipping/delivery, shipping terms must be “F.O.B. Destination – Freight Collect”. b. The details for the application and calculation of shipping and delivery charges must be stated in the Response on Form E. Any freight, shipping or delivery charged to End User will be prepaid and added to the invoice, and will be clearly shown an any Contract Pricing Worksheet or other quote presented to the End User. c. The estimated delivery time after receipt of order (ARO), inclusive of Saturdays, Sundays and holidays, for all Products offered must be stated in the Response. Actual delivery for any particular order must be confirmed with End User at time of order placement, and must be stated clearly on the Contract Pricing Worksheet. d. Contractor shall be responsible for delivery and Acceptance according to the requirements of the Contract and the Purchase Order.
e. Contractor shall advise End User prior to making any shipment/delivery, and shall make such shipment/delivery in accordance with End User's requirements, providing only that such arrangements do not contravene any requirement of the H-GAC contract unless agreed to by Contractor. f. The execution of all required tests, certifications and/or licensing, and costs thereof, shall be the responsibility of Contractor. Upon request by End User or H-GAC, Contractor shall provide any documentation or certification related to such tests, certifications or licensing.
26. OFFERED PRODUCT ITEM VARIANCES
Any variance in the specifications or performance of Products offered pursuant to this Invitation shall be acceptable to H-GAC only insofar as it MEETS or EXCEEDS the specifications and requirements of this Invitation.
27. REQUIREMENTS FOR SUBMISSION OF A RESPONSE
Unless otherwise addressed in Section B, the following requirements shall apply:
a. Responses shall be submitted in two complete printed sets including an Original and one (1) Copy in separate "hard side" three-ring binders. The outer spine of each binder shall be labeled showing this Invitation No., Offeror Name, and either "Original" or "Copy", as applicable. The Original printed response will be #16..
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considered to be the binding Response in case of any conflicts between printed copies and electronic copies.
Except for required forms, H-GAC Invitation documents should not be included in the Response. b. The Original and the Copy shall be submitted complete, except that the Electronic Media should be submitted only with the Copy.
c. All required H-GAC FORMS and documents shall be properly completed, without exception or Offeror’s Response may be deemed non-compliant. Offeror may not modify the format of any H-GAC FORM in any way. Offeror may photocopy or print blank FORMS as needed. Information submitted on the printed copies of the FORMS may not be handwritten except for signatures and initials. It is Offeror's responsibility to insure that printed FORMS are clear and legible. Handwritten and illegible entries may be rejected. Offeror's printed, stamped or typed name shall appear on every FORM submitted in the Response. d. The entire response submission shall also be submitted on electronic media, including all required H-GAC FORMS. Offeror is strongly advised to make and work with copies of the original electronic FORMS. The originals can then be used to make additional electronic or printed copies of the blank FORMS. Signatures are not required on the electronic FORMS.
e. The Response shall include ample written evidence, in the form of technical specifications, cut/tear sheets, brochures, pictures, drawings, etc., to demonstrate that all specifications herein have been met and/or exceeded. f. The Response shall include, in any format desired, an overview of the Service Organization which will support Products sold under any H-GAC contract. The overview must include facility locations, phone numbers and Service Manager names, as well as the following:
- The procedure to be used by an End User requiring repairs. - Typical turn-around time on repairs.
- Service Department days and hours of operation.
- Number of qualified / factory trained service personnel normally on hand. - Description of the parts inventory on hand.
- Training services, facilities and personnel available. g. Responses shall be enclosed in a sealed package(s) addressed to the Houston-Galveston Area Council, Cooperative Purchasing. The following information shall be stated on the exterior of the package(s):
• Name and address of Offeror.
• Date and hour of public response opening.
• Bid/Proposal Invitation number.
• The statement: "SEALED BID/PROPOSAL, DO NOT OPEN IN MAIL ROOM".
H-GAC shall not be responsible for any Response not properly labeled. h. Submission of a COMPLETE Response by telegraphic or electronic transmission is not acceptable. However, Responses may be modified by telegraphic or electronic notice if such notice is received prior to the deadline for submission.
i. Samples, when required, shall be submitted within the time specified and at no expense to H-GAC. If not destroyed or consumed during testing, samples will be returned upon request at Offeror's expense. j. Offeror shall provide firm contract pricing for all Products and Options being offered. k. If applicable, responses shall include copies of all current licensing which may be required by the Texas Motor Vehicle Division for execution of sales pursuant to any contract with H-GAC. l. Due to the complexity of responses and to aid in evaluation, the Response should contain ALL required information in tabbed sections as detailed below. Omission of any required FORM or information will be sufficient grounds for H-GAC to consider your response to be non-compliant. m. First Section:
• Form(s) A – Offeror Identification & Signatory: Identifies the offering party(ies), and should be completed by each party to the Response. If awarded, a contract will be executed with each. • Form B – Historically Underutilized Business Enterprises: Used to collect information about disadvantaged and minority suppliers and subcontractors, and to commit Offeror to working with Participants toward their program goals.
• Form C – Response Checklist: Certification, and also an aid, to insure that all required information has been included in your Response.
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• Form W-9 – Request for Taxpayer Identification Number and Certification: Should be completed by each party to the response.
• Form CIQ – Conflict Of Interest Questionnaire: Chapter 176 of the Texas Local Government Code requires vendors and consultants contracting or seeking to contract with H-GAC to file a Conflict of Interest Questionnaire (CIQ) if they have an employment or other business relationship with an H-GAC officer or an officer’s close family member. The required questionnaire is located at the Texas Ethics Commission website: http://www.ethics.state.tx.us/whatsnew/conflict_forms.htm. It is Bidder's responsibility to download the form and furnish a completed copy with the Response. • Form 1295 – Certificate of Interested Parties – Must be filled out electronically with the Texas Ethics Commission’s online filing application, printed out, signed and provided from each entity that has submitted a Form A for this submission.
• House Bill HB 89 Verification Form – completed and signed and provided from each entity that has submitted a Form A for this submission.
• References, formatted as described elsewhere herein.
• Service Organization Document, formatted as described elsewhere herein.
Second Section:
• Form D – Offered Items Pricing: For Bids, contains the list of the Product Items covered by this Invitation. Select the items offered and fill in the price for each. (For RFPs, follow the instructions in Section B as this Form may or may not be used.)
• Form E – Published Options: Used to list and price all offered options. List, each on a separate line, all upgrades, downgrades, optional equipment, features, accessories and services which you desire to sell thru the H-GAC contract, if awarded. Published catalogs/price sheets may be listed, along with the discount structure that will apply. (For RFPs, follow the instructions in Section B as this Form may or may not be used.)
Third Section:
• Technical Specifications, Product Brochures, Tear Sheets, Cut Sheets, Strippers, etc. which clearly list and show all the standard features and capabilities of each Product Item offered on Form D. • Warranty Documentation, as described elsewhere herein, for all items offered.
Fourth Section:
• Copies of any applicable Texas MVD Licenses.
• Electronic Media, containing the complete response including all required FORMS, stored in a pouch or an envelope such that it will not fall out of the binder. (Required in 'Copy' only, not in 'Original'.) n. By submittal of Response, Offeror certifies to the best of its knowledge that all information is true and correct.
28. CLARIFICATION TO SPECIFICATIONS & REQUIREMENTS
a. If Offeror is in doubt as to the meaning of any item in this Invitation, a written request for clarification may be submitted to H-GAC up to fifteen (15) calendar days prior to the deadline for response submission. H-GAC shall not be responsible for late delivery. Requests may be transmitted by FAX or e-mail to the assigned Specification Specialist, and should clearly reference this Invitation number and the specific page and paragraph in question. If there are multiple questions, they should be stated separately and numbered. b. Any interpretation of Invitation documents, if made, will be by written Addendum duly issued. A copy of such Addendum will be mailed or delivered to each person officially on record as having been sent a copy of this Invitation. H-GAC will not be responsible for any other explanation or interpretation of the Invitation documents made or given prior to the award of the contract. c. Any objections to the Invitation documents must be filed in writing with H-GAC on or before fifteen (15) calendar days prior to the deadline for submission of responses. d. Prospective offerors are advised that, after a draft specification has been issued, the Pre-Bid/Proposal Conference is the primary forum through which comments and suggestions may be offered for consideration by H-GAC prior to issuance of the final invitation and specifications. #16..
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e. All best efforts have been made to insure that the product/service descriptions and associated specification information in Sections B & C are correct, and adequate time has been given to prospective Offerors to point out mistakes. However, if an error remains and is caught by Offeror before the scheduled bid/proposal opening, Offeror shall make note of the required correction in the Response, and shall also notify H-GAC prior to the opening of responses.
29. INCONSISTENT INFORMATION
H-GAC review of responses supplied on H-GAC FORMS is a significant part of the evaluation process. Offeror shall state clearly all information required on the FORMS. Offeror's information supplied on the FORMS shall take precedence in the event any standard “boilerplate” type language included in Offeror's response is inconsistent with the information supplied by Offeror on the H-GAC FORMS. In all cases, information on H-GAC's printed FORMS supplied as part of Offeror's response shall take precedence over information supplied on electronic media.
30. REJECTION OF RESPONSES
a. H-GAC may reject a response if:
• Offeror misstates or conceals any material fact in the Response, or if, • Offeror does not strictly conform to law or the requirements of this Invitation. b. H-GAC may reject any and all responses, and may reject any part of a response. c. H-GAC, at it's sole discretion, may also waive any formalities or irregularities in any response, or ask for corrected information except for pricing.
d. The following occurrences require disqualification of the bid/proposals:
• Unsigned or unauthorized signatures on bids/proposals; • Bids received after the date and time for opening
• Bids where prices are conditional on award of another bid or are subject to unlimited escalation e. H-GAC may refuse to award a contract to or enter into a transaction with an apparent low bidder if that bidder is indebted to H-GAC.
31. WITHDRAWAL OR MODIFICATION OF RESPONSES
Once received by H-GAC, responses may be modified or withdrawn prior to the submission deadline only if the request to do so is in writing submitted by Offeror's authorized representative. Responses and requests for modification received after the submission deadline will not be accepted. Requests for response withdrawal received after the submission deadline will be accepted if the request to do so is in writing submitted by Offeror's authorized representative.
32. RESPONSE EVALUATION
For Bid Responses:
a. Section B will state whether the contract will be awarded to the lowest responsible bidder or to the bidder who provides goods or services at the best value for H-GAC and its participants. b. If the contract will be awarded based on best value, Section B will state any relevant criteria which H-GAC will consider.
c. For each offered Product Item, H-GAC may use the offered price, prices for Required Options, and the prices of selected common Published Options to determine the lowest responsible offer. d. Failure of Offeror to submit pricing for frequently purchased options and any H-GAC required options may cause response to be considered non-compliant at H-GAC’s sole discretion.
For Proposal Responses:
e. H-GAC will evaluate proposals as detailed in Section B. f. By submission of a Response Offeror indicates acceptance of the evaluation technique, and recognizes and accepts that H-GAC may at it's sole discretion make subjective judgments during the evaluation process. #16..
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33. ORDER OF PRECEDENCE PRIOR TO CONTRACT AWARD
In the event of conflict between this document and any references or documents cited herein, this document shall take precedence prior to contract award.
34. AWARD OF CONTRACT
a. H-GAC reserves the right to accept or reject any Product Item or option offered. Additionally, all options included in Offeror's response and accepted by H-GAC are understood to be included in any contract. b. H-GAC shall award contract(s) for line items or groups of line items, at its sole discretion. c. With authority granted by the H-GAC Board of Directors, a written contract shall be presented to the successful Offeror(s) and shall be subject to acceptance by the successful Offeror(s) within forty-five (45) calendar days after presentation by H-GAC. If a contract is not executed within forty-five (45) calendar days, H-GAC may rescind the contract offer and award a contract to the next Offeror in order of rank as determined by H-GAC. d. Delivery time and prompt payment discounts, including time allowed for payment, may be considered in tiebreaking of offers which are judged by H-GAC to be equal in all other criteria. e. The contract shall include the following documents in the stated order of precedence:
1st The contract document signed by H-GAC and Offeror.
2nd This Invitation and all specifications referenced herein. 3rd Offeror's response to this Invitation.
35. PRO-FORMA CONTRACT
This Invitation includes a Pro-Forma (sample) Contract which successful offerors will be expected to sign. The actual final contract will be the same or nearly the same as the Pro-Forma. NOTE: Successful Offerors MAY NOT process any purchase orders until the contract documents have been executed and returned to H-GAC.
36. CONTRACT TERM
The contract shall be in effect throughout the period stated elsewhere in the contract documents, and thereafter until such time as any outstanding orders against the contract have been fulfilled. The contract may be extended if deemed by H-GAC to be in the best interests of the Program, and subject to mutual agreement of the parties.
37. PERFORMANCE & PAYMENT BOND
H-GAC's contractual requirements DO NOT include a Performance & Payment Bond (PPB), and offered pricing should reflect this cost saving. However, Contractor must be prepared to offer a PPB to cover any specific order if so requested by End User. Contractor shall quote a price to End User for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of End User's purchase order.
38. CHANGE ORDERS
End Users shall have the right to make additions by addenda for the purpose of clarification or inclusion of additional specifications, qualifications, conditions, etc. Any such addenda shall be made in writing and agreed upon by Contractor and the End User agency prior to issuance of any Change Order. A copy of any such Change Order shall be furnished by Contractor to H-GAC.
39. DUPLICATION OF TERMS OR STATEMENTS
Where statements or terms are duplicated or are extremely similar, H-GAC and the End User reserve the right to use the statement or term most favorable to H-GAC and/or the End User.
40. PUBLICITY
H-GAC encourages contractors to "market" the Program, and can provide some information and artwork to be used in published promotional materials. However, any publicity or published material released by Contractor referencing the contract, whether in the form of a press release, brochure, photographic coverage, or verbal announcement, shall be issued only with prior review and approval by H-GAC. #16..
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41. TAXES
HGAC and End User participants are either units of government or qualified non-profit agencies, and are generally exempt from Federal and State sales, excise or use taxes. Offeror shall not include any such taxes in the Response.
Further, it shall be the responsibility of Contractor to determine the applicability of any taxes to a particular order and act accordingly. Exemption certificates will be provided upon request.
42. DRUG FREE WORKPLACE
Contractor shall provide notice to its employees and sub-contractors, as required under the Drug-Free Workplace Act of 1988. A copy of Contractor's Drug-Free Workplace policy shall, on request, be furnished to any End User.
43. PRODUCT NOTICES & MAILINGS
H-GAC is NOT the owner of Products sold pursuant to this Invitation, but acts only in the capacity of purchasing agent. In that regard, Contractor accepts sole responsibility for insuring that notices and mailings, such as Safety Alerts, Safety Recall Notices and Customer Surveys, are sent directly to the End User of record.
44. HANDLING OF ORDERS & PAYMENTS
In general, orders and payments will be handled as described below. More specific instructions and information regarding handling of purchase orders and the Order Processing Charge may be provided after contract award.
Established procedures may be changed at any time by H-GAC as may be dictated by efficient business practice.
The particulars of any sale, e.g. specific products, pricing, delivery, warranty, etc., will be in strict accordance with the terms and conditions of this Invitation and the specific contract awarded to Contractor. Beyond that:
a. For any particular procurement to be made under the provisions of an H-GAC contract, End User and Contractor will discuss requirements and agree as to what will be provided. b. Contractor will prepare a Contract Pricing Worksheet and provide it to End User. The Worksheet will list everything being purchased including the base bid item(s), all published and unpublished options and the delivery date. All pricing shall be per the current contract. c. End User will send a purchase document to Contractor, which Contractor will send H-GAC together with the Contract Pricing Worksheet. NOTE: Contractor agrees not to offer, agree to or accept from End User any terms or conditions that conflict with or contravene those in Contractor’s H-GAC contract, except for pricing discounts.
d. H-GAC will prepare an "Order Confirmation" and send it to End User and to Contractor. The Order Confirmation verifies that Contractor has a valid H-GAC contract and that the order is in compliance with the requirements of the H-GAC Cooperative Purchasing Program. Contractor will not ship any goods before receipt of both End User's purchase document and H-GAC's Order Confirmation. e. On notification that Contractor has received an order, H-GAC will invoice Contractor for the applicable Order Processing Charge. NOTE: The Order Processing Charge is charged to Contractor, EXCEPT in the case of motor vehicles. For all sales of motor vehicles the Order Processing Charge is levied on the End User, collected by Contractor, and remitted to H-GAC by Contractor. f. Contractor will deliver products/services ordered, and will invoice End User for products/services accepted by End User. (See other Sub-Section herein dealing with Product Delivery.) Contractor will not invoice before shipment has been made.
g. End User will pay Contractor for those products and/or services ordered which have been received and accepted. Under no circumstances shall any check be made payable to a representative or agent. Should a representative or agent submit an invoice to End User for any cost related to a purchase order issued to Contractor for products/services covered by an H-GAC contract, such invoice shall be forwarded to Contractor and Contractor will take action to correct the error. h. Upon delivery of any product/service by Contractor and acceptance by End User, Contractor shall remit to H-GAC the full amount of the applicable Order Processing Charge in accordance with the payment terms established in the H-GAC contract. Note, the Order Processing Charge is due whether or not Contractor has ever received an invoice from H-GAC. Sales executed based on the particulars of Contractor's H-GAC contract, without payment of the Order Processing Charge, may constitute fraud. #16..
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45. PRICE CHANGES
a. Any permanent increase or decrease in offered pricing for a base contract item or published option is considered to be a price change. Temporary increases in pricing by whatever name (e.g. ‘surcharge’, ‘adjustment’, ‘equalization charge’, ‘compliance charge’, ‘recovery charge’, etc.), are also considered to be price changes. b. Except in the case of contracted published catalogs and price sheets, prices for Base Bid Items and Published Options are expected to be held firm for a minimum of 90 days from the date an awarded Offeror signs the H-GAC contract. Thereafter, changes will be considered if accompanied by justifying documentation satisfactory to H-GAC. For published catalogs and price sheets which are on an H-GAC contract, requests to amend the contract to reflect any new published catalog or price sheet may be submitted whenever the manufacturer publishes the new document. Any such request must include the new catalog or price sheet. c. If Contractor routinely offers discounted contract pricing, H-GAC may request Contractor to accept amended contract pricing equivalent to the routinely discounted pricing. d. No price change will be allowed unless it has been reviewed and approved by H-GAC in writing. Contractor must have received H-GAC's written approval of any change prior to charging the new price or using it in any quotation prepared for an End User.
e. Price change requests must be submitted to H-GAC in writing and must be received by H-GAC at least thirty (30) calendar days prior to the requested effective date of the change, and must state the time period for which the requested pricing will remain firm.
f. Price change requests shall include H-GAC Forms D and E, or whatever documentation was used to submit pricing in the original Response hereto, showing all affected items with current contract price, requested price, and percentage change shown clearly for each. This documentation should be submitted in MSExcel format to facilitate analysis and updating of the website.
g. Price change requests MUST be supported with substantive documentation (e.g. manufacturer's price increase notices, copies of invoices from suppliers, etc.) showing that Contractor's actual costs have increased. The Producer Price Index (PPI) may be used as partial justification, subject to approval by H-GAC, but no price increase based solely on an increase in the PPI will be allowed. h. All Products shall, at time of sale, be equipped as may be required under any then current applicable local, state, and federal government requirements. If, during the course of any contract, changes are made to such government requirements which cause a manufacturer's costs of production to increase, Contractor may increase Product pricing to the extent of Contractor’s actual cost increase. The increase must be substantiated with support documentation acceptable to H-GAC prior to taking effect. Modifications to a Product required to comply with such requirements which become effective after the date of any sale shall be the responsibility of the End-User.
i. In cases involving contract extensions exceeding sixty-one (61) days beyond the stated expiration date of the contract, Contractor may request a price change based on the same conditions as stated above. However the thirty (30) day prior notice is waived and H-GAC will consider the request immediately on receipt. j. H-GAC reserves the right to accept or reject any price change request. Acceptance, if granted, will be in writing and the approved changes will become part of the contract.
46. CONTRACT ITEM CHANGES
a. If a manufacturer discontinues a contracted item, that item will automatically be considered to be deleted from the contract with no penalty to Contractor. However, H-GAC may at it's sole discretion elect to make a contract award to the next low offeror for the item, or take any other action deemed by H-GAC to be in the best interests of End Users, at its sole discretion.
b. If a manufacturer makes any change in a contracted item which does not affect the contract price, Contractor shall advise H-GAC of the details. If the 'new' item is equal to or better than the originally contracted item, the 'new' item shall be approved as a replacement. Otherwise H-GAC may allow or reject the change, or take any other action deemed by H-GAC to be in the best interests of End Users, at its sole discretion. If the change is rejected there will be no penalty to Contractor.
c. If a manufacturer makes any kind of change in a contracted item which affects the contract price, Contractor shall advise H-GAC of the details. H-GAC may allow or reject the change at its sole discretion. If the change is rejected there will be no penalty to Contractor. However, H-GAC may elect to make a contract award to the next low offeror for the item, or take any other action deemed by H-GAC to be in the best interests of End Users, at its sole discretion.
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d. In the case of specifically identified catalogs or price sheets which have been contracted as base bid items or as published options, routine published changes to products and pricing shall be automatically incorporated into the contract. However, Contractor must still provide thirty (30) calendar days written notice and an explanation of the changes to products and pricing. H-GAC will respond with written approval.
47. FORCE MAJEURE
If either party shall be wholly or partially prevented from the performance of any contractual obligation or duty by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident., order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of Force Majeure shall rest solely with H-GAC..
48. PERFORMANCE UNDER CONTRACT
H-GAC is committed to insuring that Contractor provides effective and efficient service to all Participants in the Cooperative Purchasing Program, and expects that certain Performance Conditions must be met. Failure to meet these conditions may result in contract termination. In that regard, Contractor shall:
a. Appoint a dedicated representative to be the contact person and focal point for all matters relating to End User quotations and orders. The representative shall have: A toll free phone number with voice mail; A fax number; A working e-mail address; and A postal address. b. Insure that the representative timely monitors all communication modes listed above, and promptly responds to communications from End Users and H-GAC in any of these modes. Phone calls will be promptly returned, in any event not later than the next business day. Acceptable failure will be due only to Force Majeure. c. Maintain sufficient qualified staff to promptly process all communications from H-GAC or End Users, and to efficiently, effectively and accurately service all requirements of the contract. d. As may be requested by H-GAC, replace any staff members who are not providing the service and expertise deemed necessary by H-GAC for acceptable support of End Users. e. Properly prepare and provide to End User a Contract Pricing Worksheet, or a quotation in other format as approved by H-GAC, for each and every order that is to be executed. f. Furnish, on request of H-GAC, reasonable data, forms and graphic material to be used in brochures or other print media, or on H-GAC's website.
g. Allow access to H-GAC authorized personnel for inspection of operating facilities, and auditing of purchase orders during the contract period, and for a period extending thru the completion of any outstanding orders. Site inspection may be arranged not less than ten (10) calendar days prior, shall include the names of all participants, and shall be at no expense to Contractor.
h. Reporting Requirements:
• Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three month period. Such reports shall include, but are not limited to the following:
• End User name
• Product/Service purchased, including Product Code if applicable • End User Purchase Order Number
• Purchase Order Date
• Product/Service dollar amount
• HGACBuy Order Processing Charge amount
• Reports must be provided to H-GAC in MSExcel or other acceptable electronic format, and are due by the 30th day of the month following the applicable quarter being reported. i. Should Contractor default in providing Products or Services as required by this Invitation and the contract, recourse may be exercised thru cancellation of the contract and other legal remedies as may be appropriate.
49. CONTRACTOR ORIENTATION/TRAINING
H-GAC believes that Contractor's familiarity with the operational policies and requirements of the Cooperative Purchasing Program is a key factor in achieving End User satisfaction. In that regard, the Contact Person listed on Form A, or an alternate, shall be required to participate in an H-GAC vendor orientation/training as soon as #16..
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possible after contract award. In addition, any other of Contractor's staff who will be involved in any way with the HGACBuy Program should participate in orientation. The orientation may be presented as a teleconference or webinar, or may be held in H-GAC's offices as may be determined by H-GAC and Contractor to be the most efficient and effective form of delivery.
50. LEGAL & CONTRACTUAL REMEDIES
RESOLUTION OF PROTESTED SOLICITATIONS AND AWARDS
Procedure
Any actual or prospective Offeror or Contractor who is aggrieved in connection with a purchase transaction may file a grievance. The grievance may be filed at any phase of the procurement. In order for an above mentioned party to enter the grievance process, a written complaint must be sent to the Chief Operations Officer (COO) of H-GAC by certified mail which identifies the following:
1. Name, mailing address and business phone number of the complainant.
2. Appropriate identification of the procurement being questioned.
3. A precise statement of reasons for the protest.
4. Supporting exhibits evidence or documents to substantiate any claims.
The grievance must be based on an alleged violation of H-GAC’s Procurement Procedures, a violation of State or Federal law (if applicable), or a violation of applicable grant or contract agreements to which H-GAC is a party. Failure to receive a procurement award from H-GAC in and of itself does not constitute valid grievance. Upon receipt of grievance, the Chief Operations Officer will initiate the informal resolution process.
Expedited Resolution
The Procurement Officer or Departmental Director responsible for the solicitation shall contact the complainant and all interested parties and attempt to resolve the allegations informally within ten (10) working days from date of complaint. If the allegations are successfully resolved by mutual agreement, documentation will be forwarded to the Chief Operations Officer of the resolution with specifics on each point addressed in the original complaint.
If the Procurement Officer or Departmental Director is not successful in resolving the allegations, the complaint along with the comments will be forwarded to the Chief Operations Officer immediately. The Chief Operations Officer will review all documentation. All interested parties will be given written notice of the date, time, and place of the hearing and an opportunity to present evidence. A written decision will be issued within five (5) working days after the hearing along with notice of appeal rights.
Appeals
The complainant may appeal the Chief Operations Officer’s decision by submitting a written appeal, within five (5) working days, to the Executive Director of H-GAC. The Executive Director, upon receipt of a written notice of appeal, shall contact the complainant and schedule a hearing within ten (10) working days. The Executive Director of H-GAC has the option of appointing a Hearing Officer to preside over the hearing. If appointed, the Hearing Officer shall conduct a hearing and forward a summary and recommended resolution to the Executive Director.
The decision reached by the Executive Director or his designee shall be final and conclusive. This decision will be forwarded to the complainant in writing within thirty (30) working days.
The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a Court of competent jurisdiction.
RESOLUTION OF CONTRACT DISPUTES
Upon breach or default, H-GAC shall give the Contractor written notice of default. If the default is not remedied, within a reasonable specified time from date of notification, to the satisfaction and approval of H-GAC, default will be declared.
Upon breach of contract or default, H-GAC may exercise any and all of its rights afforded by law, including but not limited to those referenced in the General Contract Provisions.
SOLICITATIONS OR AWARDS IN VIOLATION OF THE LAW
Contracts awarded in violation of the competitive process or otherwise in violation of the law are voidable by H-GAC.
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51. NATIONWIDE SALES OPPORTUNITIES
HGACBuy provides purchasing services to local governments qualifying non-profits throughout the nation, and desires to make established contracts available to them wherever and whenever practicable. Therefore, once a contract is awarded, Contractor is expected to expand the scope of its marketing effort to include sales to End Users in all areas of the United States, and/or to assign any H-GAC contract to another contractor(s) as deemed appropriate by H-GAC in the interest of its End Users.
• Contractor may sell through HGACBuy anywhere subject to compliance with applicable laws and regulations. If the market structure in which Contractor operates requires a contract assignment for any particular sale, H-GAC will expect Contractor to assign the contract to a Manufacturer or to another Dealer(s). Such assignment must be approved by H-GAC.
• Contractor’s differential costs (e.g. transportation & delivery charges) and allowances (e.g. manufacturer’s sales incentives) related to any sale may be charged to buyer.
End of Section A General Terms And Conditions
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SECTION B: PRODUCT SPECIFIC REQUIREMENTS
For
PE05-21 – TRAFFIC CONTROL, ENFORCEMENT & SIGNAL PREEMPTION EQUIPMENT Table of Contents
INTRODUCTION – SCOPE & PURPOSE ..............................................................................................................1 BID BOND ...................................................................................................................................................................5 BIDDERS LEGAL NAME .........................................................................................................................................5 H-GAC ADMINISTRATIVE FEE AND PROCUREMENT PROCESS:..............................................................5 PROVISION OF SERVICE OPTION.......................................................................................................................6 PRODUCT CODES.....................................................................................................................................................6 PRODUCT CATEGORIES........................................................................................................................................7 A. Optically Controlled or Global Positioning Satellite/Radio Controlled Priority Traffic Signal Preemption System......................................................................................................................................................................7 B. Retrofit LED Light Systems ………….……………..……………..……………………………………………. 4 C. Vehicle Identification/Vehicle Detection Systems...................................................................................................8 D. Portable Vehicle Counters.......................................................................................................................................8 E. Photo Enforcement Systems.....................................................................................................................................8 F. Portable Traffic Control & Mitigation Devices........................................................................................................8 G. Warning Indication Assembly with Activation Systems ..........................................................................................8 H. Wireless Vehicle Detection
Systems……………………………………………………………………………………………………...……. 5
I. Intelligent Transportation Management Systems…………………………………………………………………..5 STRUCTURE OF RESPONSE AND REQUIRED INFORMATION....................................................................9 Tab A: Proposer Identification / HUB Status / Checklist……………………………………………………………...6 Tab B: Products & Pricing............................................................................................................................................9 Tab C: References ......................................................................................................................................................10 Tab D: Geographic Areas Served ...............................................................................................................................10 Tab E: Service Facilities & Personnel ........................................................................................................................10 Tab F: Marketing Plan................................................................................................ Error! Bookmark not defined.
PROPOSAL EVALUATION ...................................................................................................................................11 CONTRACT AWARDS............................................................................................................................................11 --------------------------------------------------------------------------------------------------------------------------------------------
ELECTRONIC SUBMISSION
Responses will be accepted by online electronic submission only.
INTRODUCTION – SCOPE & PURPOSE
The Houston-Galveston Area Council (H-GAC) is a government agency which provides a Cooperative Purchasing Program as part of its services to other government agencies. The Program currently makes blanket type contracts, covering products and services for the use of its membership of more than 8,200 local government participants (End Users) including cities, counties, emergency service districts, school districts, and non-profit organizations. Any local government may participate in the Program so long as their state has “inter-local cooperation authority” or other joint power provisions which will allow participation in cooperative activities. Currently this practice is allowed in most states. There is also no cost to join and become a participating member of the H-GAC Cooperative Purchasing Program.
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H-GAC is currently soliciting Competitive Proposals for the purpose of selecting qualified manufacturers, distributors or re-sellers, to make their Traffic Control, Enforcement, & Signal Preemption products available to all current and future participants in this Cooperative Purchasing Program. The contract period shall cover a twentyfour (24) month period, commencing on or about May 1, 2021. Participants in our Program may require selective acquisitions of equipment and/or services OR full turnkey projects necessitating additional services, training and maintenance agreements. Proposer must have the ability to effectively sell and service to all H-GAC Participants.
This provides qualified governmental entities, political subdivisions and non-profit organizations the ability to (1) Purchase new traffic control, signal preemption and enforcement systems and related equipment or (2) to contract for monitoring services thru an efficient, cost effective and competitive procurement method.
This contract will allow H-GAC Participants to build their final desired Traffic Systems (through options add-ons or deducts). A comprehensive catalog or price list of components or services related to each submitted proposal shall be priced and included with the proposal. Pricing shall be included on Forms D/E and shall also be provided in an electronic format. Discounts, if applicable, shall be clearly shown for ease of evaluation and clarity to End Users.
The Contractor must have the ability to effectively sell and service all H-GAC Participants.
Note: This will be a multi-source contract for all contractors meeting or exceeding the minimum specifications set forth herein. The highest scoring proposer in each Product Code will be invited to negotiate a contract with H-GAC.
NOTE: This Invitation DOES NOT cover used or refurbished equipment.
The H-GAC Cooperative Purchasing Program was established to provide purchasing services to local governments within the State of Texas, and that remains H-GAC’s primary focus. However, the Texas Government Code (Title 7, Chapters 771 and 791) establishes the authority for H-GAC to provide these products and services to local governments in other states as well. With that authority, H-GAC wishes to make contracted products and services available to out-of-state governments and or political entities, state agencies and non-profit agencies whenever practicable. Therefore, once a contract is awarded for the supply of Products or services to End Users in Texas, the Contractor is expected to expand the scope of its marketing effort to include sales to End Users outside the state of Texas, but subject to the following;
• H-GAC will not make separate awards to Contractors for sales in Texas vs. sales outside Texas. • For all Product/Services, Contractor must submit pricing which will be valid for Texas End Users and End Users in other states as well. A Contractor’s decision whether or not to market services outside the State of Texas may influence H-GAC’s evaluation of Contractor’s response and potential contract award.
COMMITMENT
Offeror is required to make some basic commitments to ensure the overall success of this program. By submission of a response, offeror commits to the following:
• Corporate/Sales Commitment – A commitment that HGACBuy has the support of senior management and that HGACBuy will be the primary government contracting vehicle when offering services/products awarded from this solicitation to eligible end users nationwide. A further commitment to aggressively market the program, both independently as well in partnership with HGACBuy. • Contracting with Small and Minority Businesses, Women's Business Enterprises, and Labor Surplus Area firms (if subcontracts are to be let) – H-GAC’s goal is to assure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible in providing services under a contract. In accordance with federal procurements requirements of 2 CFR §200.321, if subcontracts are to be let, the prime contractor must take the affirmative steps listed below:
1) Placing qualified small and minority businesses and women’s business enterprises on solicitation list; 2) Assuring that small and minority businesses and women’s business enterprises are solicited whenever they are potential sources;
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3) Dividing total requirements, when economically feasible, into smaller task or quantities to permit maximum participation by small and minority businesses, and women’s business enterprises; 4) Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises; 5) Using the services and assistance as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce; NOTE: The term HUB as used in this solicitation is understood to encompass all programs/business enterprises such as Small Disadvantaged Business (SDB), Disadvantage Business Enterprise (DBE), Minority Owned Business Enterprise (MBE), Women Owned Business Enterprise (WBE) and Disabled Veteran Business Enterprise (DVBE).
CONTRACT PROVISIONS FOR NON-FEDERAL CONTRACTS UNDER FEDERAL AWARDS In addition to other provisions required by the Federal agency or non-Federal entity, all contracts made by the non-Federal entity under the Federal award must contain provisions covering the following, as applicable. (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate.
(B) All contracts in excess of $10,000 must address termination for cause and for convenience by the nonFederal entity including the manner by which it will be effected and the basis for settlement. (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction ” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.”
(D) Davis-Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non-Federal entities must include a provision for compliance with the Davis-Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, “Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction”). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non-Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland “Anti-Kickback” Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non-Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non-Federal entity in excess of $100,000 that involve the employment of mechanics or #16..
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laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.
(F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of “funding agreement” under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251- 1387), as amended—Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non-Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (I) Byrd Anti-Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non-Federal award.
(J) A non-federal entity that is a state agency or agency of a political subdivision of a state and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. (K) 49 CFR Part 661 Buy America compliance will be required when applicable to Federally Funded projects. (L) Retention and access requirements for records 29 CFR 1470.42 will be required. The successful bidder must adhere to these requirements.
§ 1470.42 Retention and access requirements for records. (a) Applicability. (1) This section applies to all financial and programmatic records, supporting documents, statistical records, and other records of grantees or #16..
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subgrantees which are: (i) Required to be maintained by the terms of this part, program regulations or the grant agreement, or (ii) Otherwise reasonably considered as pertinent to program regulations or the grant agreement. (2) This section does not apply to records maintained by contractors or subcontractors. For a requirement to place a provision concerning records in certain kinds of contracts, see §1470.36(i)(10). (b) Length of retention period. (1) Except as otherwise provided, records must be retained for three years from the starting date specified in paragraph (c) of this section. (2) If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the 3-year period, the records must be retained until completion of the action and resolution of all issues which arise from it, or until the end of the regular 3-year period, whichever is later. (3) To avoid duplicate recordkeeping, awarding agencies may make special arrangements with grantees and subgrantees to retain any records which are continuously needed for joint use.
The awarding agency will request transfer of records to its custody when it determines that the records possess long-term retention value. When the records are transferred to or maintained by the Federal agency, the 3- year retention requirement is not applicable to the grantee or subgrantee. (c) Starting date of retention period—(1) General. When grant support is continued or renewed at annual or other intervals, the retention period for the records of each funding period starts on the day the grantee or subgrantee submits to the awarding agency its single or last expenditure report for that period. However, if grant support is continued or renewed quarterly, the retention period for each year’s records starts on the day the grantee submits its expenditure report for the last quarter of the Federal fiscal year. In all other cases, the retention period starts on the day the grantee submits its final expenditure report. If an expenditure report has been waived, the retention period starts on the day the report would have been due. (2) Real property and equipment records. The retention period for real property and equipment records starts from the date of the disposition or replacement or transfer at the direction of the awarding agency. (3) Records for income transactions after grant or subgrant support. In some cases, grantees must report income after the period of grant support. Where there is such a requirement, the retention period for the records pertaining to the earning of the income starts from the end of the grantee’s fiscal year in which the income is earned. (4) Indirect cost rate proposals, cost allocations plans, etc. This paragraph applies to the following types of documents, and their supporting records: indirect cost rate computations or proposals, cost allocation plans, and any similar accounting computations of the rate at which a particular group of costs is chargeable (such as computer usage chargeback rates or composite fringe benefit rates). (i) If submitted for negotiation. If the proposal, plan, or other computation is required to be submitted to the Federal Government (or to the grantee) to form the basis for negotiation of the rate, then the 3-year retention period for its supporting records starts from the date of such submission. (M) Negotiation of profit as a separate Element of Price- The successful bidder must comply with 2 C.F.R. 200.323.
BID BOND
There is no bid bond requirement.
BIDDERS LEGAL NAME
Proposer’s legal name on Form A must match the name on any required documentation such as licenses, bonds, etc.
If that name differs, please explain how and why. The signatory must in fact be an owner/employee of the company that is the legal Proposer.
H-GAC ADMINISTRATIVE FEE AND PROCUREMENT PROCESS:
As described in Section A (Sub-section 22), for each purchase order processed under an awarded contract, H-GAC will directly invoice contractor a 1.5% Order Processing Charge applicable to the price of all equipment/services submitted in contractor’s response. Fee is calculated from awarded bid pricing before additional discounts (if any) have been applied.
It is Bidder's responsibility to take this into consideration when preparing Form-D and Form-E bid pricing, building this fee into Base Unit and options pricing accordingly (for example, a 20% discount-off-list price should ideally be listed on Bidder’s bid as 18.5%).
If an end user prefers to lease instead of purchasing a system (i.e. Photo Enforcement System), the H-GAC fee shall be based on what the entire turn-key system cost if it were being purchased. System costs would include all equipment (hardware and software) parts and labor (to include any sub-contracting and installation costs). Both #16..
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purchase costs and lease rates must be shown on Form D. The 1-1/2% fee shall be computed on the total cost of installed equipment times the number of specified intersections covered and shall be paid by Contractor to H-GAC in a lump-sum amount up front, not carried over the term of the lease. If the End User decides to purchase the traffic equipment or system at any time during the service term, it shall be strictly subject to agreement between End User and Contractor. No additional H-GAC fee shall be assessed, nor shall H-GAC reimburse fees to any party when a service contract has been prematurely terminated for whatever reason.
Competitive Pricing:
By submission of a response, Offeror certifies that offered pricing is as good as or better than pricing offered to local government customers thru any other program under normal circumstances. If such is not the case, Offeror shall explain how offered pricing differs from “best” pricing, and by how much.
Procurement Process:
The HGACBuy procurement process operates generally as follows:
a) End User/Buyer contacts Contractor and discusses requirements. b) Contractor prepares an HGACBuy Contract Pricing Worksheet for End User/Buyer, based on H-GAC contract.
c) End User/Buyer sends a purchase order to Contractor, and Contractor faxes a copy to H-GAC along with the Contract Pricing Worksheet.
d) For each purchase order received, H-GAC will prepare an “Order Confirmation” and transmit it to both End User/Buyer and Contractor. The Order Confirmation verifies that Contractor has a valid H-GAC contract and that the order is being handled legally thru the HGACBuy Program. e) H-GAC will invoice Contractor for the Order Processing Charge. f) Contractor delivers the ordered product (s) and invoices End User/Buyer. g) End User/Buyer pays Contractor for products(s) received and accepted. h) Contractor remits Order Processing Charge to H-GAC.
PROVISION OF SERVICE OPTION
Proposer may or may not offer a Provision of Service Option, whereby an End User would procure a monitoring and enforcement service rather than purchase and operate its own equipment. Pricing for such an Option shall be furnished and explained in detail on Form E.
Proposer must clearly state which Product Category is covered by the proposal. If more than one Category is proposed, each must be addressed in its own section in the Response, and each section must include all required FORMS and information.
PRODUCT CODES
For purposes of this invitation and any subsequent contract, all systems shall be identified using a descriptive two (2) character alpha product code. The first character of the code will identify the Manufacturer (see below), the second the Product Category (A, B….H). Proposer shall price the product code(s) of their choice and make reference to this code(s) on HGAC proposal forms (D & E).
Example – An Econolite Vehicle Identification/Vehicle Detection System shall be designated “FC”
A ADDCO
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B American Signal Company
C American Traffic Solutions (ATS)
D Applied Information
E Aurora Illumination
F Econolite
G Eltec
H Global Traffic Technologies, LLC
I Intuicom Wireless
J LightGuard Systems
K McCain
L MH Corbin Products
M Moog
N MSSedco
O Peek Traffic Corp.
P Polara Engineering
Q Redflex Traffic Systems
R RTC Manufacturing, Inc.
S Sensys Networks Inc.
T Siqura
U Southern Manufacturing
V Syndeo
W TrafficNet
X UR International, Inc.
Y Wavetronix
Z Wireless Technology, Inc. (WTI)
AA Gridsmart
BB Intelight
CC Clary
DD Encom
EE Eberle Design (EDI)
FF Temple Signs
GG GE
FF K&K Systems
PRODUCT CATEGORIES
The H-GAC Product Categories covered by this Invitation include:
Proposer is expected to provide a complete offering of available products for routine general acquisitions and installation of stated product categories being bid, to include installation services, training and maintenance.
A. Optically Controlled or Global Positioning Satellite/Radio Controlled Priority Traffic Signal Preemption System
This proposal establishes pricing for Activated, Data-Encoded, Traffic Signal Priority Control Systems that will employ Data-Encoded optical or GPS-Radio communications to identify the presence of designated priority or probe vehicles. A record of the vehicle by classification and identification number shall be created.
In priority vehicle mode, the Data-Encoded Optical or GPS Radio communication will request the traffic signal controller to advance to and/or hold a desired traffic signal display selected from phases normally available. In probe vehicle mode, no traffic signal priority is requested--only a record of the probe vehicle’s presence is generated.
The system will require no action from the vehicle operator other than to turn the emitter or radio on. The GPS system will include the use of turn signals. The system will operate on a first-come, first served basis. Higher #16..
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priority (Command) request will override lower priority (Advantage) requests. The system will interface with most traffic signal controllers and will not compromise normal operation or existing safety provisions.
B. Retrofit LED Light Systems (RLLS)
This proposal establishes pricing for Retrofit LED Lighting systems used to replace fluorescent bulbs in single or double sided internally illuminated street name signs or traffic control devices. The RLLS will be a one-piece assembly utilizing double or single sided LED modules with an external or internal power converter that may be self-contained or in a lightweight aluminum frame.
C. Vehicle Identification/Vehicle Detection Systems
This proposal establishes pricing for real-time Video Vehicle Detection Systems (VDS) or Radar Vehicle Detection Systems (RVDS) that monitors vehicles on a roadway via processing of video images or radar detections and provides detector outputs to a traffic controller or similar device. These systems shall be easily configurable and expandable to meet traffic management applications such as intersection control and traffic control during road or intersection construction.
D. Portable Vehicle Counters
This proposal established pricing Portable Vehicle Counters.
E. Photo Enforcement Systems
This proposal establishes pricing for “Automated traffic law enforcement systems,” which incorporates a device with one or more sensors working in conjunction with one of the following:
(1) A red-light signal to produce recorded images of motor vehicles entering an intersection against a red signal indication.
(2) A speed measuring device to produce recorded images of motor vehicles traveling at a prohibited rate of speed.
(3) A device to produce recorded images of motor vehicles violating railroad grade crossing signals (4) Any other traffic control device if the failure to comply constitutes a safety-related moving violation. “Automated traffic law enforcement program” means the utilization of one or more automated traffic law enforcement systems to issue citations for violations of traffic laws. These systems may use high resolution digital still images and /or video or a combination of the two to gather evidence sufficient to issue traffic citations.
F. Portable Traffic Control & Mitigation Devices
This proposal establishes pricing for electronic portable changeable message signs, highway advisory radio trailers, queue detections systems, CCTV trailers, Smart Work Zone Systems and Traveler Advance Warning Systems (TAWS) used for vehicular traffic mitigation and control. These devices shall be NTCIP compliant and can be configured to meet many traffic management and mitigation needs.
G. Indication and Warning Assembly with or without Activation Systems This proposal establishes pricing for warning beacon assemblies and various activation systems (i.e. School Zones, Pedestrian Crossings, Railroad Crossings, Fire Stations, 24 Hour beacons and Low Water (Flood) Crossings.)
H. Wireless Vehicle Detection Systems
This proposal establishes pricing for wireless vehicle detection solutions for a wide range of traffic management applications, including freeway and arterial data collection, traffic signal control, and arterial travel time
I. Intelligent Transportation Management Systems
This proposal establishes pricing for Intelligent Transportation Management Systems that will enable users to efficiently process and track dispatch, towing, ticketing, storage and disposition of vehicles within a #16..
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jurisdiction through a combination of GPS, Web and App based technologies while providing information to their citizens on towed vehicles within a jurisdiction.
STRUCTURE OF RESPONSE AND REQUIRED INFORMATION
The following core areas must be addressed specifically in any response to this RFP:
Note: When uploading your response electronically, follow the instructions detailed on the website. All documents must be put in a named folder specifying the contractor submitting the response. Loose documents may be deemed non-compliant.
❖ Forms D & E must be provided in an Excel format.
Proposer shall provide the information described below, labeled and tabbed to correspond with the designated Segment (Tab) Headings (A thru F) being bid. The items in these Tabs (A-F) must be addressed completely. ** For example, Tab C will be tabbed and have three (3) items to be addressed (1, 2, 3) for this segment. It is this information that will be evaluated and determine the proposers final score.
Note: It is extremely important to set-up your solicitation as instructed. Responses not organized in the prescribed manner may be eliminated from consideration.
Proposal Format
TAB - A. Proposer Identification / HUB Status / Checklist.
Place the completed Forms A, B, C, H, W-9, CIQ, 1295, HB89 and CCI behind this TAB as required.
Tab B: Products & Pricing
Proposer shall provide:
1. Offeror shall submit its standard published pricing containing all products that will be offered for sale through the Program.
• Pricing must be provided in either an itemized/component format or in a standard manufacturer published catalog or price list showing the % discount off retail/list (where applicable) on Form D.
• Proposer to list pricing of those options that are not included in a particular catalog (e.g. extended warranty, additional training, quantity discounts) or other incentive programs which will be made available through the program on Form E.
• Proposer must provide an electronic copy of all catalogs bid in addition to Form D & E pricing. Copies must be in an excel format.
• Catalogs/Price Lists MUST be identified (name, year, edition ect.) on Form D as a line item along with % discount.
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2. Basic specification information for products and systems offered (e.g. cut/tear sheets, brochures, etc.); such that the basic capabilities and features of the equipment offered can be ascertained.
3. Product information covering basic/standard warranty on equipment/products being offered.
Tab C: References
Further to the requirements for references as detailed in Section A, General Terms & Conditions, Proposer must provide references from at least five (5) local government entities which have purchased offered Products within the past two years. Information provided shall include, as a minimum:
1. Entity name
2. Contact person’s name, address & phone number
3. Description and value of product(s) purchased
Proposer is encouraged to include any letters of endorsement which may be available from the supplied references. In any event, H-GAC reserves the right to consider historic information and other facts in its proposal evaluations, whether gained from this proposal, references, or any other source.
Tab D: Geographic Areas Served
1. HGACBuy is a nationwide program. Describe you Geographic Coverage so H-GAC may evaluate your ability to meet the needs of End Users throughout the United States.
2. Explain how you will market the HGACBuy program. Contractors are allowed to use the HGACBuy logo on brochures and other printed literature as well as websites and trade shows; subject to prior review and approval by H-GAC.
3. Detail your dealer network (nationwide) and describe how it will be used to promote this program and provide products/services to H-GAC members nationwide.
Tab E: Service Facilities & Personnel
1. Sales office locations.
2. Factory and Service Center Locations.
3. Technical and maintenance services provided after a sale, and on what basis
4. Warranties, policies and procedures for handling problems and returns
5. Customer training provided, and on what basis?
TAB – F. Marketing Plan
Outline what your company will do to pro-actively market any HGACBuy contract you may receive to local government end users around the country. Specifics might include such things as sales calls, as well as POS materials and mail-outs. Address training of your staff in the subject of the contract and the HGACBuy Program in the event you are awarded a contract. Make note of whether you are comfortable explaining our Program to your sales staff, and also state if you are familiar with the process of adding new End Users to our membership listing.
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PROPOSAL EVALUATION
Proposals will be evaluated and scored relative to the criteria described below. These criteria are not meant to be exhaustive, and HGACBuy reserves the right to use information obtained from other sources in the evaluation. A minimum score of 70 is needed to be considered for contract recommendation but does not guarantee award of any contract. Interpretation of information and awarding of points will be at HGACBuy sole discretion and determination.
• Scoring Component: Past Performance
An evaluation will be conducted of the Offeror’s sales performance on the current contract (contract start date thru bid conference date) as an HGACBuy Contractor. Maximum score is 10 Points. If a bidder is a current vendor and has sales they will receive the full 10 Points. Current vendors with no sales will receive a score of 0. Note: Those first-time bidders will garner the maximum 10 Points for this scoring component.
PROPOSAL EVALUATION TABLE
Proposal Evaluation Criteria Points Score
Proposer Identification / HUB Status / Checklist (Tab A) Pass/Fail Products and Pricing on Form D & E: (Tab B) 30
References: (Tab C) 15
Geographic Area Covered: (Tab D) 20
Service Facilities & Personnel: (Tab E) 20
Marketing Plan (Tab F) 5
Past Performance (Sales History) 10
Total: 100
Note: Proposer shall address in depth each of the above criteria. Failure to do so may result in the bid being deemed non-compliant
DEBRIEFING
Requests for a debriefing must be made in writing to [email protected] within 5 days of board approval. HGACE reserves the right to not conduct debriefings if the requests are made after that time. This procedure is NOT available to respondents who did not participate in selected ITBs or RFPs, to non-responsive or non-timely Respondents/Bidders, or when all proposals/bids are rejected.
CONTRACT AWARDS
One or more contracts may be recommended in each of the listed H-GAC Product Categories, at H-GAC’s sole discretion. Offerings made by a single Proposer in more than on Category will be considered separately. On approval of an award recommendation by the H-GAC Board, a contract may be offered to the recommended awardee(s). If the parties are unable to come to an agreement on the contract, H-GAC may withdraw the offer at HGAC’s sole discretion.
Specifications prepared by
Houston-Galveston Area Council
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Cooperative Purchasing Program
For questions about this Invitation, please contact:
Bill Burton
Ph: 832-681-2514
FX: 713-993-4548
Email: [email protected]
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Invitation No.: PE05-21
Title:
This Section contains the following H-GAC FORMS .
FORM DESCRIPTION
Form A: Offeror Identification and Authorized Signatory Form B: Historically Underutilized Business Enterprises Form C: Response Checklist
Form D: Offered Items Pricing
Form E: Published Options
Form H: Product Summary
Form W-9 Request for Taxpayer Identification Number and Certification
Form CIQ Conflict of Interest Questionnaire
Form 1295 Certificate of Interested Parties
CCI Contractor Contact Information
HB 89 Prohibition on Contracts with Companies Boycotting Israel
SECTION C - H-GAC FORMS
(Rev 12/02/09)
For Use In Responding To Competitive Bid And Proposal Invitations These FORMS are hereby made available in electronic format. They should be copied to Offeror's computer for completion and/or printout as required. The FORMS may not be changed or altered in any way, except as may be specified on the FORM .
ALL completed FORMS must also be submitted electronically on electronic media (DVD, CDRom, flash/thumb drive), excepting of course for signatures. The printed "Original" of the response will be considered as the official copy in case of any discrepancy between the electronic version and the printed Original.
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Invitation No.: PE05-21
Invitation Title:
Offeror Company:
Offeror Status:
Response Type(1):
Contract Signatory(2): Title:
Mailing Address(3):
Street/PO Box City State & Zip
Physical Address:
Street City State & Zip
Phone: Fax:
Email Address:
Federal Tax ID No.: Web Page URL:
(1) If Joint Offering, all parties must submit a signed Form A. A contract will be offered to each. (2) Person who will sign final contract documents if an award is made. (3) Address to which final contract documents would be sent for signature.
Contact Person(4): Title:
Mailing Address:
Street/PO Box City State & Zip
Physical Address:
Street City State & Zip
Toll Free Phone: Fax:
Email Address:
(4) Person who End Users will contact for product information and to get pricing quotes.
The Signatory below, on behalf of Offeror:
Signature: Title:
Printed Name: Date:
- Acknowledges having thoroughly reviewed the Invitation; - Attests to having the authority to sign this response and commit Offeror to honor all requirements; - Makes, under penalty of perjury, all required Offeror Certifications as detailed in General Terms; - Certifies that all information provided in this Response is true and correct.
Member Contact Information
FORM A - OFFEROR IDENTIFICATION & AUTHORIZED SIGNATORY
(DO NOT handwrite this Form. Information must be typed in.) Traffic Control, Enforcement & Signal Preemption Equipment (Legal name of business which will appear on contract, if awarded) Manufacturer Dealer/Distributor Other Multiple Offerors Acting Jointly
Single Offeror Acting
Alone Or As Lead
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Procurement No.: PE05-21
Title:
Offeror:
Title: Date:
On a separate sheet, list any subcontractors that would be employed in providing products or services related to this procurement.
Include subcontractor name, designation (HUB, DBE, etc.) and certifying/listing authority.
HUB Status Of Offeror
Designation(s):
Certifying/Listing Authority(s):
Subcontracts
FORM B - HISTORICALLY UNDERUTILIZED BUSINESS ENTERPRISES Note 2: The terms "Certified" and "Listed" as used in conjunction with HUB programs relate to the process of HUB qualification review. Jurisdictions usually require that companies claiming HUB status be reviewed and confirmed as meeting certain minimum requirements to claim that status, and that the review and confirmation process be carried out by certain designated entities. They are then "Certified" or "Listed" by having their name included on an official listing published by the Certifying or Listing Authority.
HGACBuy is comitted to promoting full and equal business opportunities for HUB contractors, and to assisting Cooperative Purchasing Program (COOP) Members in meeting mandated HUB goals. In that regard, Contractor shall make a good faith effort to use the services of Certified/Listed (See Note 2) HUBs whenever possible.
As part of a good faith effort, Contractor agrees to work with and assist HGACBuy Members in meeting HUB targets and goals, as may be required by any rules, processes or programs they might have in place. Such assistance may include such things as compliance with reporting requirements, provision of documentation, consideration of 'Certified/Listed' subcontractors, provision of documented evidence that an active participatory role for a HUB entity was considered in a procurement transaction, etc.
Most, if not all, of the Members of HGACBuy are subject to various requirements relative to purchasing goods and services from Historically Underutilized Business Enterprises (HUBs)(See Note 1). These requirements are promulgated by federal and state governmental authorities, and include measureable criteria such as 'percentage of total dollars spent directed to HUBs', 'number of HUB contractors used', 'HUB subcontractors employed by primary contractors', etc. These requirements are generally formalized in goal oriented programs.
Note 1: There are many designations other than "HUB" used across the country within various jurisdictions. Examples include terms such as Disadvantaged Business Enterprise (DBE), Minority Owned Business Enterprise (MBE), Woman Owned Business Enterprise (WBE), Small Disadvantaged Business (SDB), Small, Woman or Minority-owned Business (SWAM), etc. Regardless of the formal designation, the overall objective of the relavant programs is basically the same, i.e. to insure that disadvantaged and underutilized members of the business community receive a fair share of public spending. The term HUB as used herein shall be understood to encompass all such programs/business enterprises, no matter what terminology is used by the Member.
Traffic Control, Enforcement & Signal Preemption Equipment Accepted and Agreed By:
HUB DBE MBE WBE Other
Subcontractor List attached. No Subcontractors will be used.
Offeror is a HUB, as detailed below. Offeror is not a HUB. #16..
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Procurement No.: PE05-21
Title:
Offeror:
This Response Includes: Init.
1 2
3 4
5 6
7 8
9 10
11 n/a
An "Original" hard copy of the COMPLETE submission, including all required FORMS, plus one copy, each in a separate hard-sided 3-ring binder.
A copy of the COMPLETE submission, including all required FORMS , in electronic format (CD, DVD, flash drive). Forms D & E are to be provided in an excel format.
An originally signed Form A from all entities who are party to this submission and who should be offered a contract if this submission is successful. Note: Contracts cannot be awarded without a properly completed Form A. Form A's must be sumitted with the bid package and cannot be accepted once bids have been opened.
FORM C - RESPONSE CHECKLIST
Traffic Control, Enforcement & Signal Preemption Equipment This FORM is provided to help insure that all required Response elements have been completed and included, or certified as being available upon request. Responses that do not comply with all requirements may be considered non-compliant. Offeror's signatory must review each item below, and certify by initialing in the space to the right.
Forms A, B, C, D, E, H, (EXCEL FORMAT), 1295, W-9, CIQ, HB89, CCI. A 1295, W-9, CIQ & HB89 form shall be provided from each entity that has submitted a Form A for this submission.
Form CIQ, if required by law, completed and signed. (The Form, and instructions for its use, can be found at: http://www.ethics.state.tx.us/whatsnew/conflict_forms.htm) If Form CIQ does not apply, put "N/A" in the box to the right.
A Bid/Proposal Bond, or Cashier’s Check in the amount of $3000. (A percentage bond is NOT acceptable.)
The required list of References.
Details of "Service Organization", including locations, hours, personnel and parts/service availability. (Applies to hard goods only.)
Complete Warranty Documentation for all Products offered.
The manufacturer’s latest Specification Documents detailing standard features, operating characteristics, etc., for all products offered.
If the Non-Resident Reciprocal Bid Act applies, a copy of your state statute and a determination of the status of Texas bidders/proposers in your home state. If not applicable, indicate "N/A" #16..
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FORM D - OFFERED ITEMS PRICING Procurement No.: PE05-21 Offeror
Name:
H-GAC
Product
Code
Item Description
(Offeror may not change any desctiption or add items)
Offered
Price
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FORM E - PUBLISHED OPTIONS Procurement No.: PE05-21
Offeror
Name:
Code or
Part No. Option Description Offered
Price
Notes:
(Important) 3) Options which replace standard equipment on a Form D Item should be priced net of any credit due for the replaced item.
4) Options which are upgrades/downgrades of a Form D Item should be priced at the differential amount between the cost of the Form D Item and the upgrade/downgrade option. 1) Use a single Form E for ALL Option/Accessory items and quote each on a single, separate line. DO NOT use multiple Form E's… Add or insert additional lines as necessary. 2) Completely describe each item. Include the manufacturer's code or part number. Each item listed MUST have a unique code or part number so that it can be identified in any subsequest contract.
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Invitation No.: PE05-21
Product Code
(e.g. ED)
Manufacturer (e.g.
Econolite)
Product Category
(e.g. Portable Vehicle
Counters)
Product Summary
FORM H - PRODUCT SUMMARY
Offeror Name:
A completed copy of this form must be provided with Proposal. On the table below, for each PE05-21 product code priced (Form D), proposer shall provide a short summary detailing the items, equipment and/or services being offered for that specific product code. Proposer shall specify the product code, manufacturer and product category along with the product summary below.
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H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement -
SPECIAL PROVISIONS
Incorporated by attachment, as part of the whole agreement, H-GAC and the Contractor do, hereby agree to the Special Provisions as follows:
ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Agreement, the following documents listed in order of priority are incorporated into the Agreement by reference: Bid/Proposal Specifications and Contractor’s Response to the Bid/Proposal.
ARTICLE 2: END USER AGREEMENTS (“EUA”)
H-GAC acknowledges that the END USER may choose to enter into an End User Agreement (“EUA) with the Contractor through this Agreement, and that the term of the EUA may exceed the term of the current H-GAC Agreement. H-GAC’s acknowledgement is not an endorsement or approval of the End User Agreement’s terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor’s Agreement with H-GAC. Contractor affirms that termination of its Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA’s stated terms and duration. Pursuant to the terms of this Agreement, termination of this Agreement will disallow the Contractor from entering into any new EUA with END USERS. Applicable H-GAC order processing charges will be due and payable to H-GAC on any EUAs, surviving termination of this Agreement between H-GAC and Contractor.
ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Agreement, Contractor develops a regularly followed standard procedure of entering into agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor’s most favorable past agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past agreement.
H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment.
H-GAC, after due consideration of Contractor’s written explanation, may decline to accept such explanation and thereupon this Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored agreement, to provide the same prices, warranties, SAMPLE
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benefits, or terms to H-GAC and the END USER.
EXCEPTION: This clause shall not be applicable to prices and price adjustments offered by a bidder, Proposer or contractor, which are not within bidder's/proposer’s control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies.
ARTICLE 4: PARTY LIABILITY
Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder.
Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted.
Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Agreement.
ARTICLE 5: GOVERNING LAW & VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify HGAC of such disputes.
ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to END USERS based on the pricing and terms of this Agreement. H-GAC will invoice Contractor for the applicable order processing charge when H-GAC receives notification of an END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of an END USER’s payment, whichever comes first, notwithstanding Contractor’s receipt of invoice. For sales made by Contractor based on this Agreement, including sales to entities without Interlocal Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC’s Cooperative Purchasing Program to execute an H-GAC Interlocal Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Agreement actually performed, and for which compensation was received by Contractor.
ARTICLE 7: LIQUIDATED DAMAGES
Contractor and H-GAC agree that Contractor shall cooperate with the END USER at the time an END USER purchase order is placed, to determine terms for any liquidated damages.
ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage minimums:
a. General liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General SAMPLE
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Aggregate limit of at least two times the Single Occurrence limit.
Product liability insurance with a Single Occurrence limit of at least $1,000,000.00, and a General Aggregate limit of at least two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications.
Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody or control. The minimum Single Occurrence limit is $500,000.00 and the General Aggregate limit must be at least two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC. b. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period.
c. Original Insurance Certificates must be furnished to H-GAC on request, showing Contractor as the insured and showing coverage and limits for the insurances listed above. d. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the minimum insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. e. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy.
ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC’s contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order.
ARTICLE 10: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written guidance to advise H-GAC if this Agreement shall be affected in any way by such change. H-GAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Agreement.
ARTICLE 11: TEXAS MOTOR VEHICLE BOARD LICENSING
All that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Agreement, unless the Texas Motor Vehicle SAMPLE
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Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request.
SAMPLE
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H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement -
GENERAL PROVISIONS
This Agreement is made and entered into, by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and ___________________., hereinafter referred to as the Contractor, having its principal place of business at ______________________________________.
WITNESSETH:
WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Agreement; and
WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Agreement;
NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows:
ARTICLE 1: LEGAL AUTHORITY
The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Agreement and bind the Contractor to the terms of this Agreement and any subsequent amendments hereto.
ARTICLE 2: APPLICABLE LAWS
The Contractor agrees to conduct all activities under this Agreement in accordance with all applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Agreement, including without limitation, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith.
ARTICLE 3: INDEPENDENT CONTRACTOR
The execution of this Agreement and the rendering of services prescribed by this Agreement do not change the independent status of H-GAC or the Contractor. No provision of this Agreement or act of HGAC in performance of the Agreement shall be construed as making the Contractor the agent, servant or employee of H-GAC, the State of Texas or the United States Government. Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom.
ARTICLE 4: WHOLE AGREEMENT
The General Provisions, Special Provisions, and Attachments, as provided herein, constitute the complete Agreement (“Agreement”) between the parties hereto, and supersede any and all oral and written agreements between the parties relating to matters herein. Except as otherwise provided herein, this Agreement cannot be modified without written consent of the parties.
ARTICLE 5: SCOPE OF SERVICES
SAMPLE
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The services to be performed by the Contractor are outlined in an Attachment to this Agreement.
ARTICLE 6: PERFORMANCE PERIOD
This Agreement shall be performed during the period which begins ________ and ends _______. All services under this Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 15, which shall be fully executed by both parties to this Agreement.
ARTICLE 7: PAYMENT OR FUNDING
Payment provisions under this Agreement are outlined in the Special Provisions.
ARTICLE 8: REPORTING REQUIREMENTS
If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this agreement with notice as identified in Article 16 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this agreement for failure to perform may affect Contractor’s ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement.
Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement.
ARTICLE 9: INSURANCE
Contractor shall maintain insurance coverage for work performed or services rendered under this Agreement as outlined and defined in the attached Special Provisions.
ARTICLE 10: SUBCONTRACTS and ASSIGNMENTS
Except as may be set forth in the Special Provisions, the Contractor agrees not to subcontract, assign, transfer, convey, sublet or otherwise dispose of this Agreement or any right, title, obligation or interest it may have therein to any third party without prior written approval of H-GAC. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.
ARTICLE 11: AUDIT
Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to H-GAC.
ARTICLE 12: EXAMINATION OF RECORDS
The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's costs and documentation of items which are chargeable to H-GAC under this Agreement.
H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those records on or SAMPLE
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off the premises by authorized representatives of its own or any public accounting firm selected by HGAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Agreement. The records to be thus maintained and retained by the Contractor shall include (without limitation): (1) personnel and payroll records, including social security numbers and labor classifications, accounting for total time distribution of the Contractor's employees working full or part time on the work, as well as cancelled payroll checks, signed receipts for payroll payments in cash, or other evidence of disbursement of payroll payments; (2) invoices for purchases, receiving and issuing documents, and all other unit inventory records for the Contractor's stocks or capital items; and (3) paid invoices and cancelled checks for materials purchased and for subcontractors' and any other third parties' charges.
The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party agreements.
ARTICLE 13: RETENTION OF RECORDS
The Contractor and its subcontractors shall maintain all records pertinent to this Agreement, and all other financial, statistical, property, participant records, and supporting documentation for a period of no less than seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved.
ARTICLE 14: CHANGES AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation.
B. To ensure the legal and effective performance of this Agreement, both parties agree that any amendment that affects the performance under this Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Agreement and shall be binding upon the parties as if written herein.
ARTICLE 15: TERMINATION PROCEDURES
The Contractor acknowledges that this Agreement may be terminated for Convenience or Default.
A. Convenience
H-GAC may terminate this Agreement at any time, in whole or in part, with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of HGAC, by providing written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination.
The Contractor may cancel or terminate this Agreement upon submission of thirty (30) days written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC.
B. Default
SAMPLE
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H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Agreement, in any one of the following circumstances:
(1) lf the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or
(2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period often (10) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC.
ARTICLE 16: SEVERABILITY
H-GAC and Contractor agree that should any provision of this Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Agreement, which shall continue in full force and effect.
ARTICLE 17: FORCE MAJEURE
To the extent that either party to this Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. Determination of force majeure shall rest solely with H-GAC.
ARTICLE 18: CONFLICT OF INTEREST
No officer, member or employee of the Contractor or subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Agreement, shall participate in any decision relating to this Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Agreement.
ARTICLE 19: FEDERAL COMPLIANCE
Contractor agrees to comply with all federal statutes relating to nondiscrimination, labor standards, and environmental compliance. Additionally, for work to be performed under the Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685-1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (j) any other nondiscrimination provisions in any specific statute(s) SAMPLE
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applicable to any Federal funding for this Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Agreement; (l) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163).
ARTICLE 20: CRIMINAL PROVISIONS AND SANCTIONS
The Contractor agrees to perform the Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency. The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H-GAC of any accident or incident requiring medical attention arising from its activities under this Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act.
The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents.
The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Agreement or which would adversely affect the Contractor’s ability to perform services under this Agreement.
ARTICLE 21: INDEMNIFICATION AND RECOVERY
H-GAC’s liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law.
Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor’s negligent act or omission under this Agreement. Contractor shall notifiy H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Agreement.
ARTICLE 22: LIMITATION OF CONTRACTOR’S LIABILITY
Except as specified in any separate writing between the Contractor and an END USER, Contractor’s total liability under this Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law.
Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to SAMPLE
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END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Agreement.
ARTICLE 23: TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Agreement.
ARTICLE 24: JOINT WORK PRODUCT
This Agreement is the joint work product of H-GAC and the Contractor. This Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party.
ARTICLE 25: DISPUTES
All disputes concerning questions of fact or of law arising under this Agreement, which are not addressed within the Whole Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Agreement and in accordance with H- GAC's final decision.
ARTICLE 26: CHOICE OF LAW: VENUE
This Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes.
ARTICLE 27: ORDER OF PRIORITY
In the case of any conflict between or within this Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and, 4) Other Attachments.
SAMPLE
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SIGNATURES:
H-GAC and the Contractor have read, agreed, and executed the whole Agreement as of the date first written above, as accepted by:
_________________________
Signature $docusign:SignHere::Customer1
Name
Title
Date $docusign:DateSigned::Customer1
H-GAC
Signature $docusign:SignHere::InternalSigner
Name Chuck Wemple
Title Executive Director
Date $docusign:DateSigned::InternalSigner
SAMPLE
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Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
FORM CIQ
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session. OFFICE USE ONLY This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a).
By law this questionnaire must be filed with the records administrator of the local governmental entity not later than the 7th business day after the date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a misdemeanor.
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity Date Received
A. Is the local government officer or a family member of the officer receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer or a family member of the officer AND the taxable income is not received from the local governmental entity?
Yes No
7 Check this box if the vendor has given the local government officer or a family member of the officer one or more gifts as described in Section 176.003(a)(2)(B), excluding gifts described in Section 176.003(a-1).
Signature of vendor doing business with the governmental entity Date Name of vendor who has a business relationship with local governmental entity. 1 Check this box if you are filing an update to a previously filed questionnaire. (The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.) 2 3 Name of local government officer about whom the information is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section 176.003(a)(2)(A). Also describe any family relationship with the local government officer.
Complete subparts A and B for each employment or business relationship described. Attach additional pages to this Form CIQ as necessary.
4 6
5 Describe each employment or business relationship that the vendor named in Section 1 maintains with a corporation or other business entity with respect to which the local government officer serves as an officer or director, or holds an ownership interest of one percent or more.
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Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local governmental entity; (B) a transaction conducted at a price and subject to terms available to the public; or (C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by, and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(a) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
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(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or (ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member of the officer, described by Section 176.003(a)(2)(A); (2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity. (a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer, described by Subsection (a); (B) that the vendor has given one or more gifts described by Subsection (a); or (C) of a family relationship with a local government officer. #16..
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House Bill 89 Verification Form
Prohibition on Contracts with Companies Boycotting Israel The 85th Texas Legislature approved new legislation, effective Sept. 1, 2017, which amends Texas Local Government Code Section 1. Subtitle F, Title 10, Government Code by adding Chapter 2270 which states that a governmental entity may not enter into a contract with a company for goods or services unless the contract contains a written verification from the company that it:
1) does not boycott Israel; and
2) will not boycott Israel during the term of the contract Pursuant to Section 2270.001, Texas Government Code:
1. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and
2. “Company” means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit.
I, (authorized official) _________________________________________________________________, do hereby depose and verify the truthfulness and accuracy of the contents of the statements submitted on this certification under the provisions of Subtitle F, Title 10, Government Code Chapter 2270 and that the company named below:
1) does not boycott Israel currently; and
2) will not boycott Israel during the term of the contract; and 3) is not currently listed on the State of Texas Comptroller’s Companies that Boycott Israel List located at https://comptroller.texas.gov/purchasing/publications/divestment.php ______________________________________________________________________________ Company Name
______________________________________________________________________________ Signature of Authorized Official
______________________________________________________________________________ Title of Authorized Official Date
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CONTRACTOR: CONTRACT #:
Purchase Order: Invoice:
Contact Name: Contact Name:
Address: Address:
City State Zip Code City State Zip Code
Telephone No.: Telephone No.#
Fax No. Fax No.#
Email Address: Email Address:
CONTRACT INFORMATION:
1.Printed Name of Signatory: 2.Printed Name of Signatory:
Corporate Title: Corporate Title:
Tel. No.: Tel. No.:
Fax No.: Fax No.:
Email: Email:
SALES CONTACT (Person who end users will contact for product information and pricing quotes) Contact Name: Title:
Address:
Street City State Zip
Telephone No.: Fax No.:
Mobile No.: (optional) Email:
Indicate the person (s) authorized to: sign contracts, request contract price increases, or other contract-related documents.
A copy of your corporate resolution may be acceptable for Section II.
Section II
ATTENTION Houston-Galveston Area Council (H-GAC) Contractor: The following information is needed to communicate with your company concerning contract matters which may arise. To expedite the process, we ask that you provide the information requested below. During the term of this contract, notify H-GAC in writing of any changes to this information by emailing updates to: [email protected]
CONTRACTOR CONTACT INFORMATION
Section I
Section III
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December 2, 2020
Bill Burton
Cooperative Purchasing Program
Houston-Galveston Area Council of Governments
3555 Timmons, Suite 120
Houston, Texas 77027
Re: Response to Invitation No. PE05-21 for Traffic Control, Enforcement & Signal Preemption Equipment
Dear Bill Burton and Members of the Evaluation Committee:
American Traffic Solutions, Inc. d/b/a Verra Mobility (Verra Mobility) is pleased to provide its response to Houston-Galveston Area Council of Governments’ (H-GAC) procurement for Traffic Control, Enforcement and Signal Preemption Equipment.
Our company’s focus is to make life safer, easier and more connected for our customers and the communities we serve. Our end-to-end solutions include the systems and services that H-GAC end users need to positively impact driver behavior. Our red-light, speed and school bus stop-arm solutions have proven to enhance safety throughout the country by reducing violations, crashes and fatalities. We proudly partner with and support municipalities and school districts— large and small—and their road safety camera programs. Our customers include small cities like Leon Valley, Texas and East Cleveland, Ohio; big cities, such as Washington, D.C. and New York City; and large school districts, including Austin Independent School District and Atlanta Public Schools. We will apply our years of experience helping these communities achieve their safety goals to deliver and support each H-GAC end user’s program.
We look forward to continuing to serve your organization and end users and to partnering with more H-GAC members with executing their safety initiatives. Our end-to-end solutions; which include comprehensive account management support, system installation and maintenance, end-user training, event processing, citation printing and mailing, payment and hearing support, and community outreach assistance; provide all that is needed to operate a road safety camera program. If you have any questions regarding this proposal, please contact Jeff Obechina, Director of Sales, by phone at 480.596.4785 or by email at [email protected].
Sincerely,
Garrett Miller
Executive Vice President
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Response to Request for Proposals No.: 05-21,
Traffic Control, Enforcement & Signal Preemption Equipment Page i | Phone: 480.596.4785 | www.verramobility.com | [email protected] ©2020 Verra Mobility™ | December 2, 2020
December 2, 2020
Prepared for:
Houston-Galveston Area Council
of Governments (H-GAC)
Submitted by:
Jeff Obechina
Director of Sales
Phone: 480.596.4785
Fax: 480.596.4501
[email protected]
Verra Mobility
1150 North Alma School Road
Mesa, Arizona 85201
Phone: 480.443.7000
Fax: 480.596.4501
www.verramobility.com
The descriptions of the Verra Mobility solutions and services included in this proposal are based on our current practices. We strive to improve the solutions and services that we deliver to our customers, and as a result, we reserve the right to modify our solutions and services from time to time so long as we continue to meet the terms and conditions of our agreement with you.
Response to Request
for Proposals No. PE0521
Traffic Control, Enforcement &
Signal Preemption Equipment
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Response to Request for Proposals No.: 05-21,
Traffic Control, Enforcement & Signal Preemption Equipment Page i | Phone: 480.596.4785 | www.verramobility.com | [email protected] ©2020 Verra Mobility™ | December 2, 2020
Table of Contents
EXECUTIVE SUMMARY ..................................................................................................1 PRODUCTS AND PRICING .............................................................................................1 REFERENCES ...........................................................................................................3 GEOGRAPHIC AREA COVERED........................................................................................3 SERVICE FACILITIES & PERSONNEL .................................................................................3 MARKETING PLAN......................................................................................................3 PAST PERFORMANCE (SALES HISTORY) ............................................................................3 COMPLIANCE WITH REQUIRED SECTIONS.........................................................................4 ADDENDUM DOCUMENT ................................................................................................5 TAB A. PROPOSER IDENTIFICATION / HUB STATUS / CHECKLIST ....................................7 A.1 FORM A – OFFEROR IDENTIFICATION & AUTHORIZED SIGNATORY.......................................7 A.2 FORM B – HISTORICALLY UNDERUTILIZED BUSINESS ENTERPRISES.....................................9 A.3 FORM C – RESPONSE CHECKLIST...........................................................................13 A.4 FORM H – PRODUCT SUMMARY .............................................................................15 A.5 FORM W-9 .....................................................................................................20 A.6 FORM 1295....................................................................................................22 A.7 HOUSE BILL 89 VERIFICATION FORM ......................................................................25 A.8 CCI .............................................................................................................27 TAB B. PRODUCTS & PRICING .................................................................................29 B.1 PRICING ........................................................................................................29 B.1.1 Form D – Offered Items Pricing...................................................................29 B.1.2 Form E – Published Options........................................................................31 B.2 PRODUCT INFORMATION......................................................................................37 B.2.1 CrossingGuard Stop-Arm Safety Camera ......................................................37 B.2.2 CrossingGuard+ Smart and Safe School Bus Safety Solution...........................43 B.2.3 Red-Light and Speed Safety Cameras ..........................................................46 B.2.4 Automated License Plate Recognition (ALPR) ................................................56 B.2.5 Processing Workflow for Stop-Arm, Red-Light, Fixed-Speed, Mobile Speed and Transportable Speed Events .......................................................................64 B.2.6 Processing Workflow for Handheld Speed Events ...........................................68 B.2.7 Online Viewing for Ticketed Drivers .............................................................70 B.2.8 Reporting ................................................................................................71 B.3 WARRANTY .....................................................................................................75 TAB C. REFERENCES ..............................................................................................76 TAB D. GEOGRAPHIC AREAS SERVED .........................................................................79 D.1 GEOGRAPHIC COVERAGE .....................................................................................79 D.2 MARKETING PLAN .............................................................................................80 #16..
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Traffic Control, Enforcement & Signal Preemption Equipment Page ii | Phone: 480.596.4785 | www.verramobility.com | [email protected] ©2020 Verra Mobility™ | December 2, 2020
D.3 DEALER NETWORK ............................................................................................81 TAB E. SERVICE FACILITIES & PERSONNEL ................................................................82 E.1 SALES OFFICE LOCATIONS...................................................................................82 E.2 SERVICE CENTER LOCATIONS ...............................................................................82 E.3 TECHNICAL AND MAINTENANCE SERVICES.................................................................83 E.3.1 Maintenance Plan for Red-Light and Fixed, Mobile and Transportable Speed Safety Cameras..................................................................................................83 E.3.2 Maintenance Plan for Handheld Speed Safety Cameras...................................87 E.3.3 Maintenance Plan for ALPR Cameras ............................................................89 E.3.4 Maintenance Plan for School Bus Safety Cameras ..........................................89 E.4 WARRANTIES ..................................................................................................90 E.5 CUSTOMER TRAINING.........................................................................................90 TAB F. MARKETING PLAN .......................................................................................92 F.1 EXPERIENCE WITH HGACBUY PROGRAM ..................................................................93 APPENDIX A – SAMPLE VIOLATION IMAGE SETS .............................................................95 APPENDIX B – BACK-OFFICE SOLUTION......................................................................117 EVENT PROCESSING WORKFLOW ................................................................................ 117 Image Cropping and Plate Entry Step ................................................................. 117 Vehicle Registration Data Acquisition Step........................................................... 117 National Law Enforcement Telecommunication System (Nlets) ............................... 117 DMV and Skip Tracing Services .......................................................................... 117 Address Cleansing and National Change of Address .............................................. 117 DMV NOT FOUND AND TYPE SELECTION STEP ................................................................ 118 Gender Match Selection (Applicable to Driver Liability Programs) ............................ 118 POLICE REVIEW STEP ............................................................................................. 118 NOTICE GENERATION AND MAILING ............................................................................ 124 #16..
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Traffic Control, Enforcement & Signal Preemption Equipment Page iii | Phone: 480.596.4785 | www.verramobility.com | [email protected] ©2020 Verra Mobility™ | December 2, 2020
List of Figures
Data-Bar Elements .................................................................................................41 Field-of-View Diagram.............................................................................................44 Verra Mobility’s Camera System for Owner Liability Programs .......................................48 Verra Mobility’s System for Driver Liability Programs ...................................................48 ATS StreetSafe’s Features and Benefits to the End User’s Police Department ..................54 Fixed ALPR Cameras ...............................................................................................57 Mobile In-Vehicle Camera System.............................................................................58 Speed Trailer-Based Camera’s Features and Functions.................................................59 ALPR Software Application’s Dashboard .....................................................................62 ALPR Software Application’s Advanced Search Functionality..........................................63 Handheld Speed Event Processing Workflow...............................................................68 Review Drop-Down Menu ........................................................................................68 Ready to Accept.....................................................................................................69 Supervisor Review..................................................................................................69 Manual Review.......................................................................................................70 Verra Mobility’s Violation Review Website ..................................................................71 ViolationInfo.com FAQ Screenshots...........................................................................71 Sample Screenshots from BI Tool .............................................................................72 Verra Mobility’s Texas Clients...................................................................................79 Verra Mobility’s U.S. Clients .....................................................................................80 Verra Mobility’s Remote Office Locations and Available Areas Where Verra Mobility Can Provide Field Support........................................................................................82 H-GAC/Verra Mobility Facebook Ad ...........................................................................93 Sample Red-Light Violation Image Set 1 – Day – Fair Weather .....................................95 Sample Red-Light Violation Image Set 2 – Day – Fair Weather .....................................96 Sample Red-Light Violation Image Set 3 – Truck.........................................................97 Sample Red-Light Violation Image Set 4 – Night – Fair Weather ...................................98 Sample Red-Light Violation Image Set 5 – Night – Fair Weather ...................................99 Sample Speed-on-Green Violation Image Set 1 – Day – Fair Weather .......................... 100 Sample Speed-on-Green Violation Image Set 2 – Night – Fair Weather ........................ 101 Sample Fixed-Speed Violation Image Set 1 – Day – Fair Weather................................ 102 Sample Fixed-Speed Violation Image Set 2 – Day – Rain ........................................... 103 Sample Fixed-Speed Violation Image Set 3 – Night – Rain ......................................... 104 Sample Fixed-Speed (Video-Based) Violation Image Set 1 – Day – Fair Weather ........... 105 Sample Fixed-Speed (Video-Based) Violation Image Set 2 – Day – Rain....................... 106 Sample Fixed-Speed (Video-Based) Violation Image Set 3– Night – Fair Weather .......... 107 Sample Fixed-Speed (Video-Based) Violation Image Set 4 – Night – Rain..................... 108 Sample Transportable Speed Violation Image Set 1 – Day – Fair Weather .................... 109 #16..
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Traffic Control, Enforcement & Signal Preemption Equipment Page iv | Phone: 480.596.4785 | www.verramobility.com | [email protected] ©2020 Verra Mobility™ | December 2, 2020
Sample Transportable Speed Violation Image Set 2 – Day – Fair Weather .................... 110 Sample Transportable Speed Violation Image Set 3 – Night – Rain .............................. 111 Sample Transportable Speed Violation Image Set 4 – Night – Rain .............................. 112 Sample Mobile Speed Violation Image Set 1 – Day – Cloudy....................................... 113 Sample Mobile Speed Violation Image Set 2 – Day – Plate Blocker .............................. 114 Sample Stop-Arm Violation Image Set – Day – Fair Weather ...................................... 115 Sample Handheld Speed Violation Image Set 1 – Day – Fair Weather .......................... 116 Sample Handheld Speed Violation Image Set 2 – Day – Fair Weather .......................... 116 Police Review Screen – Overview Event Image A ...................................................... 119 Police Review Screen – Overview Event Image B ...................................................... 120 Police Review Screen – License Plate Close-Up ......................................................... 121 Police Review Screen – Pop-Up Image..................................................................... 122 Police Review Screen – GPS Map (Event Location)..................................................... 123 Police Officer Review Screen – Reject Reasons ......................................................... 124 #16..
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Traffic Control, Enforcement & Signal Preemption Equipment