Agenda packet — Montebello City Council, February 12, 2025 (part 2 of 4)

Software Products and Services 07-23
Vertosoft Response 03/23/2023

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation.

33 SOMA Telos™ and SOMA Global's modern-
cloud software solutions, operations are a unified
ecosystem of pre-built applications, workflows,
automations and data interoperability that can be
rapidly configured based on the specific needs of
your agency and community.

Commercial-Off-the-Shelf (COTS) Software,
Application Software

At StreamSets, a Software AG company, their
mission is to ensure data engineering teams
thrive in today’s world of constant change.

Streamsets does this by embedding the DataOps
philosophy of “continuous data for the connected
enterprise” into the StreamSets DataOps
Platform. StreamSets empowers data engineers
to build, run, monitor, and manage smart data
pipelines for modern analytics. StreamSets is the
only data integration platform that provides a
single design experience for all design patterns
for 10x greater developer productivity; smart data
pipelines that are resilient to change for 80% less
breakages; and a single pane of glass for
observing and monitoring all pipelines to
eliminate blind spots and control gaps. With
StreamSets, you can deliver continuous data for
modern analytics and hybrid integration in a
world of constant change.

Commercial-Off-the-Shelf (COTS) Software,
Industrial Automation Software

Swiftly is a single platform to unify your public
transit data. Swiftly’s products combine to form a
single, powerful platform that centers your transit
agency on the industry’s most accurate data.

Swiftly’s cloud infrastructure and subscription
model simplify how agencies build their transit
data stack. Agencies may choose only the
products they need, access them from
anywhere, and use them with the hardware of
their choice.

Commercial-Off-the-Shelf (COTS) Software,
Application Software

ThirdLine was founded by former city and county
internal audit analysts and data scientists, along
with public accounting professionals. ThirdLine
integrates with municipal ERP systems and
combines the power of 400 analytics across 10

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Software Products and Services 07-23
Vertosoft Response 03/23/2023

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation.

34 modules to expedite audits, monitor operations,
and find fraud, waste, and abuse.

Commercial-Off-the-Shelf (COTS) Software,
Application Software

Tricentis is a global leader in enterprise
continuous testing. The Tricentis AI-based,
continuous testing portfolio of products provide a
new and fundamentally different way to perform
software testing. An approach that’s totally
automated, fully codeless, and intelligently driven
by AI. It addresses both agile development and
complex enterprise apps, enabling enterprises to
accelerate their digital transformation by
dramatically increasing software release speed,
reducing costs, and improving software quality.

Widely credited for reinventing software testing
for DevOps, cloud, and enterprise applications,
Tricentis has been recognized as a leader by all
major industry analysts, including Forrester,
Gartner, and IDC.

Commercial-Off-the-Shelf (COTS) Software,
Training

Udacity is a global, online training platform
powering digital transformation and accelerated
time-to-market initiatives for Public Sector,
Fortune 500 and Global 2000 enterprises.

Udacity programs provide industry-created
practitioner skills through a series of
"Nanodegree" programs consisting of online
courses and real-world projects in artificial
intelligence, machine learning, data science,
autonomous systems, and cloud computing
among other disciplines. In partnership with
Udacity’s experts, they will co-design a tailored
transformation journey to solve acute workforce
challenges to deliver next-level business results.

Software, Commercial-Off-the-Shelf (COTS)
Software, Security Software

vArmour is the leading provider of Application
Relationship Management software. Enterprises
around the world rely on vArmour to discover,
observe, and control relationships between every
user, every application, and across every
environment to reduce risk and increase
resiliency — all without adding new agents or
infrastructure.

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Software Products and Services 07-23
Vertosoft Response 03/23/2023

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation.

35 Software, Commercial-Off-the-Shelf (COTS)
Software, Application Software

Virtualitics, Inc. operates a platform to merge
artificial intelligence, big data, and
virtual/augmented reality. Its platform enables
users to visualize and understand data; and
provides shared virtual office to analyze data,
and present and discuss insights.

Powered by a suite of AI-enabled products,
Virtualitics provides a rapidly deployable end-to-
end solution that quickly preprocesses and fuses
data sources, builds predictive AI models, and
leverages our best-in-class data analytics and
visualization platform for exploration and
collaboration in either desktop or virtual reality.

Commercial-Off-the-Shelf (COTS) Software,
Application Software

Visual Lease is the #1 lease optimization
software. We empower organizations to
transform their lease accounting compliance
requirements into financial opportunities.

We have a passion for simplifying the complex.

We are committed to ongoing innovation and
unparalleled customer service. We help our
customers transform lease compliance
requirements into opportunities for hard- and
soft-dollar savings.

Commercial-Off-the-Shelf (COTS) Software,
Application Software

Workiva created Wdesk, a cloud-based platform
that modernizes how people work within
thousands of organizations worldwide. With
Wdesk, there’s no switching back and forth
between different versions. Instead, users are
able to collaborate in real-time, mitigate risk, and
improve productivity. Wdesk gives users the
confidence they need to make data-driven
decision across the enterprise.

Workiva brings together everything you need—
teammates, datasets, and data sources—so you
can work better in the cloud. Wherever you are,
whatever you’re doing. Automate what’s slowing
you down. Focus on what fires you up.

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Software Products and Services 07-23
Vertosoft Response 03/23/2023

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation.

36 Commercial-Off-the-Shelf (COTS) Software,
Security Software

Zimperium, Inc. is a global leader in mobile
device and app security, offering real-time, on-
device protection against both known and
unknown threats on Android, iOS and
Chromebook endpoints. The company was
founded under the premise that the then current
state of mobile security was insufficient to solve
the growing mobile security problem. At the time,
most mobile security was a port from traditional
endpoint security technologies.

Services

Category Services
Financial Reporting Automation - Comprehensive Annual Financial Report (CAFR)
Financial Reporting Automation – Financial Statements
Financial Reporting Automation – Budget Book
Financial Reporting Automation – Budget Simulations
Financial Accounting Automation – Automated Reconciliations Financial Accounting Automation – Robotic Process Automation Cloud Managed Cloud Services
Cloud Cloud Governance – Compliance, Financial Management Cloud Application Modernization
Cloud Cloud Readiness Advisory
Machine Learning App Accelerators
Machine Learning Data Operations Pipeline
Machine Learning Enhanced Robotic Process Automation – BOT development Cybersecurity Software Bill of Materials (SBOM) creation Cybersecurity Secure software supply chain risk management Financial Service Offerings Fair Market Value Lease
Financial Service Offerings Purchase Option Lease
Financial Service Offerings Payment Agreements
Financial Service Offerings Direct and Indirect Financing

Warranty

Each software supplier provides their own Warranty that is provided to a public sector agency at the time of purchase. These warranties, and end user licensing agreements are available for review if so desired.

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Software Products and Services 07-23
Vertosoft Response 03/23/2023

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation.

37 Tab 6 – References

Provide at least ten (10) customer references for products and/or services of similar scope dating within the past three (3) years. Please provide a range of references across all eligible government entity groups including K-12, higher education, city, county, or non-profit entities.

All references should include the following information from the entity:
• Entity Name
• Contact Name and Title
• City and State
• Phone
• Email
• Years Serviced
• Description of Services
• Annual Volume

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Software Products and Services 07-23
Vertosoft Response 03/23/2023

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation.

40 Tab 7 – Pricing

Please see the attached pricing sheet that was submitted electronically via the Bonfire portal.

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Software Products and Services 07-23
Vertosoft Response 03/23/2023

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation.

41 Tab 8 – Value Added Products and Services

Presales Engineering Talent

Vertosoft’s focus on emerging and innovative technologies are supported by experienced technical resources to identify the best overall solution for NCPA members. Vertosoft Account Managers are trained presales specialists who focus on specific technology domains such as Cloud Computing, Machine Learning and Artificial Intelligence, Cybersecurity, and Big Data and Analytics. Partnered with dedicated engineering resources from the software supplier, Vertosoft can provide NCPA members important insights about the technology solutions to best meet the member’s needs.

Quality and Responsiveness

Vertosoft maintains an ISO 9001:2015 certification that demonstrates Vertosoft’s commitment to the highest level of quality and customer satisfaction. Our Quality Management program supports our core business processes and provides the tools through which we measure, control, and improve these processes which include:
• Maintaining product catalogs and price lists on different government contract vehicles. • Error free quoting to the government on behalf of our technology partners. • Efficient purchase order (PO) processing from our government customers. • Efficient PO delivery to our technology partners.
• Accurate invoice creation for government customers for solutions delivered by our technology partners.
• Payments to our technology partners upon payment from the government. • Customer satisfaction measurement with the overall procurement process experience through Vertosoft.

Dedicated Customer Success Management Team

Vertosoft will assign a dedicated Customer Success Manager (CSM) team to NCPA members. The assigned CSM team will all be US citizens with knowledge of the different software manufacturer’s software entitlement systems, license management processes, and technical support systems.

Vertosoft provides a dedicated 1-800 number and email address that will connect participating entities directly with the dedicated CSM team.

The CSM will be able to provide NCPA and participating entities with the following benefits:
• Software Entitlement management support
• Customized license reporting and usage
• Service Desk Management Portal – ability to open and manage service tickets with Vertosoft CSM team
• Technical Outreach and Advisory Sessions

Vertosoft’s CSM team will assist NCPA and participating entities with tracking the usage for each product. The CSM team will provide NCPA metrics on the calls/emails into the Vertosoft 1-800 and dedicated email address along with open/closed service tickets to help NCPA understand the volume and scale of support being requested and provided. Vertosoft will also provide NCPA participating entities with access to VertoDesk, which is a software entitlement portal where assigned participating entities can see the list of current software entitlements.

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Software Products and Services 07-23
Vertosoft Response 03/23/2023

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation.

42 Marketing and Training

Each of the software suppliers supported by Vertosoft provide complimentary webinars to NCPA member agencies to help them better understand different features within the tool, so that agencies can maximize the investment in the technology.

Vertosoft also hosts ‘Tech-Days’ where we bring emerging technology suppliers to our public sector customers where they can engage in technical deep dives, learn about product roadmaps, and get key industry updates and insights.

Within the first 14 days after award Vertosoft will issue a co-branded press release announcing the award and specific details of the contract. This will be combined with targeted social media postings to promote the use of the contract for eligible public sector organizations.

Within 30 days after award, Vertosoft will launch a dedicated web site with the NCPA standard logo.

The website will have a copy of the original request for proposal, copy of the contract, summary of products being offered, marketing materials, and a link to NCPA website. Vertosoft will also include a dedicated toll-free number and email address for NCPA participating entities.

Within 60 days after award, Vertosoft will execute a dedicated email and contact campaign to notify existing and potential public sector agencies about the contract and provide guidance on how to leverage the contract in the future.

Secure Software Supply Chain

Executive Order 14028, “Improving the Nation’s Cybersecurity” called to establish baseline security standards for development of software. As part of this effort, Vertosoft is working with our suppliers to develop a ‘software bill of materials’ (SBOM) to help public sector agencies better understand the nested libraries that make up the software components they are using.

Minority and Women Business Enterprise (MWBE) and HUB Participation

Vertosoft believes that a diverse supplier base is important to our overall success as an organization. This is evident by hundreds of service and resell partners that Vertosoft works with around the country that are either minority, women owned, service disabled veteran, certified 8(a), or HUB Zone companies. These partners compliant our software supplier’s diversity programs and help public sector agencies meet their own goals for diversity.

Government Financing and Structured Payment Plans

Vertosoft offers extended payment plans and subscription billing for technology purchases to help align structured payments to government program budgets while meeting government guidelines.

Vertosoft’s deep understanding of the government acquisition process allow us to provide the government with simplified terms and conditions and flexible payment options. We also can provide utility-based pricing and quarterly or monthly subscription billing for cloud-based SaaS software.

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Software Products and Services 07-23
Vertosoft Response 03/23/2023

Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this proposal or quotation.

43 Tab 9 – Required Documents

• Federal Funds Certifications
• Clean Air and Water Act & Debarment Notice
• Contractors Requirements
• Required Clauses for Federal Assistance by FTA
• Federal Required Signatures
• Antitrust Certification Statements Texas Government Code § 2155.005 • State Notice Addendum

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FEDERAL FUNDS CERTIFICATIONS

Participating Agencies may elect to use federal funds to purchase under the Master Agreement.

The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting from this procurement process.

Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable.

APPENDIX II TO 2 CFR PART 200

(A) Contracts for more than the simplified acquisition threshold currently set at $250,000, 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. • Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency and Offeror reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.

(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000)
• Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract

(C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-

(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

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• Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions • Any Participating Agency will include any current and applicable prevailing wage determination in each issued solicitation and provide Offeror with any required documentation and/or forms that must be completed by Offeror to remain in compliance the applicable Davis-Bacon Act provisions.

(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 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.

• Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process.

(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.

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(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).

• Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above

(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 government wide 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.

• Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency

(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.

• Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the

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RECORD RETENTION REQUIREMENTS FOR CONTRACTS

INVOLVING FEDERAL FUNDS
When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.334. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.334 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed.

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY

AND CONSERVATION ACT
When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with 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 (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18).

CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request.

Participating Agencies will clearly identify whether Buy America Provisions apply in any issued solicitation. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition.

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CERTIFICATION OF ACCESS TO RECORDS
Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any non-financial documents, papers, or other records of offeror that are pertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents. This right of access will last only as long as the records are retained.

CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.

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CLEAN AIR AND WATER ACT AND DEBARMENT NOTICE

By the signature below (Under Federal Required Signatures), I, the Vendor, am in compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act of 1970, as Amended (42 U.S. C. 1857 (h), Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15 as required under OMB Circular A-102, Attachment O, Paragraph 14 (1) regarding reporting violations to the grantor agency and to the United States Environment Protection Agency Assistant Administrator for the Enforcement.

I hereby further certify that my company has not been debarred, suspended or otherwise ineligible for participation in Federal Assistance programs under Executive Order 12549, “Debarment and Suspension”, as described in the Federal Register and Rules and Regulations.

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CONTRACTOR REQUIRMENTS

Contractor Certification
Contractor’s Employment Eligibility
By entering the contract, Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA), and all other federal and state immigration laws and regulations. The Contractor further warrants that it is in compliance with the various state statues of the states it is will operate this contract in.

Participating Government Entities including School Districts may request verification of compliance from any Contractor or subcontractor performing work under this Contract. These Entities reserve the right to confirm compliance in accordance with applicable laws.

Should the Participating Entities suspect or find that the Contractor or any of its subcontractors are not in compliance, they may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor.

The offeror complies and maintains compliance with the appropriate statutes which requires compliance with federal immigration laws by State employers, State contractors and State subcontractors in accordance with the E-Verify Employee Eligibility Verification Program.

Contractor shall comply with governing board policy of the NCPA Participating entities in which work is being performed.

Fingerprint & Background Checks
If required to provide services on school district property at least five (5) times during a month, contractor shall submit a full set of fingerprints to the school district if requested of each person or employee who may provide such service. Alternately, the school district may fingerprint those persons or employees. An exception to this requirement may be made as authorized in Governing Board policy. The district shall conduct a fingerprint check in accordance with the appropriate state and federal laws of all contractors, subcontractors or vendors and their employees for which fingerprints are submitted to the district. Contractor, subcontractors, vendors and their employees shall not provide services on school district properties until authorized by the District.

The offeror shall comply with fingerprinting requirements in accordance with appropriate statutes in the state in which the work is being performed unless otherwise exempted.

Contractor shall comply with governing board policy in the school district or Participating Entity in which work is being performed.

Business Operations in Sudan, Iran
In accordance with A.R.S. 35-391 and A.R.S. 35-393, the Contractor hereby certifies that the contractor does not have scrutinized business operations in Sudan and/or Iran.

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REQUIRED CLAUSES FOR FEDERAL ASSISTANCE

PROVIDED BY FTA

ACCESS TO RECORDS AND REPORTS

Contractor agrees to:
a) Maintain all non-financial books, records, accounts and reports required under this Contract for a period of not less than two (2) years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until the FTA Administrator, the U.S. DOT Office of the Inspector General, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto.

b) Permit any of the foregoing parties to inspect all non-financial work, materials, and other data and records that pertain to the Project, and to audit the non-financial books, records, and accounts that pertain to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination. The right of access detailed in this section continues only as long as the records are retained.

FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts.

CIVIL RIGHTS / TITLE VI REQUIREMENTS

1) Non-discrimination. In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. § 5332, Contractor or subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, marital status age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other applicable implementing requirements FTA may issue that are flowed to Contractor from Awarding Participating Agency.

2) Equal Employment Opportunity. The following Equal Employment Opportunity requirements apply to this Contract:

a. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable Equal Employment Opportunity requirements of U.S. Dept. of Labor regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, 41 CFR, Parts 60 et seq., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may affect construction activities undertaken in the course of this Project. Contractor agrees

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b. Age. In accordance with the Age Discrimination in Employment Act (ADEA) of 1967, as amended, 29 U.S.C. Sections 621 through 634, and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act”, 29 CFR Part 1625, prohibit employment discrimination by Contractor against individuals on the basis of age, including present and prospective employees. In addition, Contractor agrees to comply with any implementing requirements FTA may issue that are flowed to Contractor from Awarding Participating Agency.

c. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities.

d. Segregated Facilities. Contractor certifies that their company does not and will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not and will not permit their employees to perform their services at any location under the Contractor’s control where segregated facilities are maintained. As used in this certification the term “segregated facilities” means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin because of habit, local custom, or otherwise. Contractor agrees that a breach of this certification will be a violation of this Civil Rights clause.

3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment.

In all solicitations, either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Contract and the regulations relative to non-discrimination on the grounds of race, color, creed, sex, disability, age or national origin.

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Contractor agrees to include the requirements of this clause in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties.

DISADVANTAGED BUSINESS PARTICIPATION

This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”, therefore, it is the policy of the Department of Transportation (DOT) to ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in the performance of DOT-assisted contracts.

1) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract.

2) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor’s receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor’s work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non-DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of public agency.

3) DBE Program. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract. Contractor agrees to use good faith efforts to carry out a policy in the award of its subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract.

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ENERGY CONSERVATION REQUIREMENTS

Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C. Sections 6321 et seq. and 41 CFR Part 301-10.

FEDERAL CHANGES

Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, listed directly or by reference in the Contract between Public Agency and the FTA, and those applicable regulatory and procedural updates that are communicated to Contractor by Public Agency, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this Contract.

INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS

The provisions include, in part, certain Standard Terms and Conditions required by the U.S.

Department of Transportation (DOT), whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by the DOT and applicable to the scope of a particular Contract awarded to Contractor by a Public Agency as a result of solicitation, as set forth in the most current FTA Circular 4220.1F, published February 8 th, 2016, are hereby
incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. Contractor agrees not to knowingly perform any act, knowingly fail to perform any act, or refuse to comply with any reasonable public agency requests that would directly cause public agency to be in violation of the FTA terms and conditions.

NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES

Agency and Contractor acknowledge and agree that, absent the Federal Government’s express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract.

Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS

Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms, to the best of its knowledge, the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me

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made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed.

In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate.

Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate.

Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

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FEDERAL REQUIRED SIGNATURES

Offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted in the pages above. It is further acknowledged that offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances as applicable.

Offeror __________________________________________________________

Address __________________________________________________________

City/State/Zip __________________________________________________________

Authorized Signature __________________________________________________________

Date __________________________________________________________

Vertosoft LLC
1602 Village Market Blvd SE Suite 320
Leesburg, VA 20175
03/22/2023

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ANTITRUST CERTIFICATION STATEMENTS
TEXAS GOVERNMENT CODE § 2155.005

I affirm under penalty of perjury of the laws of the State of Texas that:

(1) I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below;

(2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15;

(3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; and

(4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company.

Company Name __________________________________________________________

Address __________________________________________________________

City/State/Zip __________________________________________________________

Telephone Number __________________________________________________________

Fax Number __________________________________________________________

Email Address __________________________________________________________

Printed Name __________________________________________________________

Title __________________________________________________________

Authorized Signature __________________________________________________________

Vertosoft LLC
Leesburg, VA 20175
Chief Technology Officer
Chet Hayes
[email protected]
571.707.4137
1602 Village Market Blvd SE Suite 320

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STATE NOTICE ADDENDUM

The National Cooperative Purchasing Alliance (NCPA), on behalf of NCPA and its current and potential participants to include all county, city, special district, local government, school district, private K-12 school, higher education institution, state, tribal government, other government agency, healthcare organization, nonprofit organization and all other Public Agencies located nationally in all fifty states, issues this Request for Proposal (RFP) to result in a national contract.

For your reference, the links below include some, but not all, of the entities included in this proposal:

http://www.usa.gov/Agencies/State and Territories.shtml

https://www.usa.gov/local-governments

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REQUEST FOR PROPOSAL (RFP) FOR
Software Products and Services

SOLICITATION NUMBER
07-23

PUBLICATION DATE
February 7th, 2023
Competitive Solicitation by
Region 14 Education Service Center
for
Software Products and Services
on behalf of itself and other Government Agencies
and made available through the
National Cooperative Purchasing Alliance
RFP # 07-23

ATTACHMENT C

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NOTICE TO RESPONDENT: Submittal Deadline: Thursday, March 23rd, 2023 2:00pm CT Questions regarding this solicitation must be submitted to [email protected] no later than March 16th, 2023. All questions and answers will be posted to http://www.ncpa.us/solicitations. It is the intention of Region 14 Education Service Center (herein “Region 14 ESC”) to establish a Master Agreement for Software Products and Services for use by Region 14 ESC and other public agencies supported under this contract. This Request for Proposal is issued on behalf of the National Cooperative Purchasing Alliance through a public agency clause, which provides that any county, city, special district, local government, school district, private K-12 school, higher education institution, state, other government agency, healthcare organization or nonprofit organization may purchase Products and Services through this contract. Respondents will be required to execute the NCPA Administration Agreement upon award. This contract will allow agencies to purchase on an “as needed” basis from a competitively awarded contract. Respondents are requested to submit their total line of available products and services. While this solicitation specifically covers Software Products and Services, respondents are encouraged to submit an offering on any or and all products and services available that they currently perform in their normal course of business. Responses shall be received electronically no later than the submittal deadline via our online Bonfire portal at ncpa.bonfirehub.com Immediately following the deadline, all responses will be publicly opened and the respondents recorded. Any response received later than the specified deadline will be disqualified. Responses will remain sealed by our online Bonfire portal until the bid opening time specified. Responses received outside our online Bonfire portal will not be accepted. Sealed responses may be submitted on any or all items, unless stated otherwise. Proposal may be rejected for failure to comply with the requirements set forth in this invitation.

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INTRODUCTION/SCOPE Region 14 ESC on behalf of itself and all states, local governments, school districts, and higher education institutions in the United States of America, and other government agencies and non-profit organizations (herein “Public Agency” or collectively “Public Agencies”) is soliciting proposals from qualified vendors to enter into a Master Agreement for a complete line of Software Products and Services. Region 14 ESC, as the lead public agency, has partnered with NCPA to make the resultant contract available to all participating agencies in the United States. NCPA provides marketing and administrative support for the awarded vendor that promotes the successful vendor’s products and services to Public Agencies nationwide. The Vendor will execute the NCPA Administration Agreement (Tab 2) upon award. Vendor should thoroughly review all documents and note any exceptions to NCPA terms and conditions in their proposal. Awarded vendor(s) shall perform covered product or services under the terms of this agreement. Respondents shall provide pricing based on a discount from their standard pricing schedules for products and/or services offered. Electronic Catalog and/or price lists must accompany the proposal. Multiple percentage discount structure is also acceptable. Please specify where different percentage discounts apply. Additional pricing and/or discounts may be included. Each product or service proposed is to be priced separately with all ineligible items identified. Services may be awarded to multiple vendors. Respondents may elect to limit their proposals to a single product or service within any category, or multiple products or services within any and all categories. The National Cooperative Purchasing Alliance (herein “NCPA”) assists public agencies to increase their efficiency and reduce their costs when procuring goods and services. This is accomplished by awarding competitively solicited contracts that are leveraged nationally by combining the volumes and purchasing power of entities nationwide. Our contracts are available for use by any entity that complies with procurement laws and regulations. It is the intention of Region 14 ESC and NCPA to achieve the following objectives through this RFP. • Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Public Agencies; • Achieve cost savings of Vendors and Public Agencies through a single competitive solicitation process that eliminates the need for multiple proposals; • Combine the purchasing power of Public Agencies to achieve cost effective pricing; • Reduce the administrative and overhead costs of Vendors and Public Agencies through state of the art purchasing procedures.

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INSTRUCTIONS TO RESPONDENTS Submission of Response • Only responses received via our online Bonfire portal will be accepted. Faxed or mailed responses will not be accepted. • Responses may be submitted on any or all items, unless stated otherwise. Region 14 ESC reserves the right to reject or accept any response. • Deviations to the terms, conditions and/or specifications shall be conspicuously noted in writing by the respondent and shall be included with the response. • Withdrawal of response will not be allowed for a period of 120 days following the opening. Pricing will remain firm for 120 days from submittal. Public Bid Opening The public bid opening will be held via Zoom meeting. Interested parties who wish to attend the bid opening should email [email protected] by 4:00 pm the day before the bid opening date to receive an invitation. Required Proposal Format Responses shall be provided electronically via our online Bonfire portal. Tabs should be used to separate the proposal into sections, as identified below. Respondents failing to organize in the manner listed may be considered non-responsive and may not be evaluated. It’s recommended that all tabs, with the exception of Tab 7 (Pricing), be submitted in Portable Document Format (PDF). Please note pricing can be submitted separately in a alternate format (e.g. xlsx, xls, csv). Tabs Tab 1 – Master Agreement / Signature Form Tab 2 – NCPA Administration Agreement Tab 3 – Vendor Questionnaire Tab 4 – Vendor Profile Tab 5 – Products and Services / Scope Tab 6 – References Tab 7 – Pricing Tab 8 – Value Added Products and Services Tab 9 – Required Documents

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TAB 1 MASTER AGREEMENT - GENERAL TERMS AND CONDITIONS Customer Support The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request. Disclosures Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract. The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract. Renewal of Contract Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to two (2) additional one-year terms or any combination of time equally not more than 2 years if agreed to by Region 14 ESC and the vendor. Funding Out Clause Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions: Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract. Shipments (if applicable) The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable. Tax Exempt Status Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor.

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Payments The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor. Adding Authorized Distributors/Dealers Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized. Purchase orders and payment can only be made to awarded vendor or distributors/ business partners/resellers previously approved by NCPA. Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder. All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA. Pricing All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor’s responsibility to keep all pricing up to date and on file with NCPA. All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing Warranty Proposal should address the following warranty information: • Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. • Availability of replacement parts • Life expectancy of equipment under normal use • Detailed information as to proposed return policy on all equipment Products: Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects Construction: Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided. Safety Vendors performing services shall comply with occupational safety and health rules and regulations. Also all vendors and subcontractors shall be held responsible for the safety of their employees and any conditions that may cause injury or damage to persons or property.

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Permits Since this is a national contract, knowing the permit laws in each state is the sole responsibility of the vendor. Indemnity The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract. Franchise Tax The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes. Supplemental Agreements The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. Certificates of Insurance Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified. Legal Obligations It is the Respondent’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein. Protest A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following: • Name, address and telephone number of protester • Original signature of protester or its representative • Identification of the solicitation by RFP number • Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested

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Any protest review and action shall be considered final with no further formalities being considered. Force Majeure If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders and regulation of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; pandemic; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty Prevailing Wage It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly. Termination Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. Open Records Policy Because Region 14 ESC is a governmental entity responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient

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information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.

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PROCESS Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document. Contract Administration The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC. Contract Term The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to two (2) additional one-year terms or any combination of time equally not more than 2 years. It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract. Contract Waiver Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. Price Increases Should it become necessary, price increase requests may be submitted at any point during the term of the contract by written amendment. Included with the request must be documentation and/or formal cost justification for these changes. Requests will be formally reviewed, and if justified, the amendment will be approved. Products and Services Additions New Products and/or Services may be added to the resulting contract at any time during the term by written amendment, to the extent that those products and/or services are within the scope of this RFP. Competitive Range It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration.

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Deviations and Exceptions Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor’s complete line of products and/or services, when possible. Estimated Quantities While no minimum volume is guaranteed, the estimated (but not limited to) annual volume for Products and Services purchased under the proposed Master Agreement is $150 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program. Evaluation Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance. Formation of Contract A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. Contract award letter issued by Region 14 ESC is the counter-signature document establishing acceptance of the contract. NCPA Administrative Agreement The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort. Clarifications/Discussions Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent’s whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent’s are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents’ proposals or prices.

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Multiple Awards Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies. Past Performance Past performance is relevant information regarding a vendor’s actions under previously awarded contracts; including the administrative aspects of performance; the vendor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the vendor’s businesslike concern for the interests of the customer.

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EVALUATION CRITERIA Pricing (40 points) Electronic Price Lists • Products, Services, Warranties, etc. price list • Prices listed will be used to establish both the extent of a vendor’s product lines, services, warranties, etc. available from a particular bidder and the pricing per item. Ability to Provide and Perform the Required Services for the Contract (25 points) • Product Delivery within participating entities specified parameters • Number of line items delivered complete within the normal delivery time as a percentage of line items ordered. • Vendor’s ability to perform towards above requirements and desired specifications. • Past Cooperative Program Performance • Quantity of line items available that are commonly purchased by the entity. • Quality of line items available compared to normal participating entity standards. References and Experience (20 points) • A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years • Respondent Reputation in marketplace • Past Experience working with public sector. • Exhibited understanding of cooperative purchasing Value Added Products/Services Description, (8 points) • Additional Products/Services related to the scope of RFP • Marketing and Training • Minority and Women Business Enterprise (MWBE) and (HUB) Participation • Customer Service Technology for Supporting the Program (7 points) • Electronic on-line catalog, order entry use by and suitability for the entity’s needs • Quality of vendor’s on-line resources for NCPA members. • Specifications and features offered by respondent’s products and/or services

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SIGNATURE FORM The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal. Prices are guaranteed: 120 days ____________________________________________________________________________ Company Name ____________________________________________________________________________ Address ____________________________________________________________________________ City State Zip ___________________________________ ___________________________________ Telephone Number Fax Number ____________________________________________________________________________ Email Address ___________________________________ ___________________________________ Printed Name Position ____________________________________________________________________________ Authorized Signature

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TAB 2 NCPA ADMINISTRATION AGREEMENT This Administration Agreement is made as of _________________________________, by and between National Cooperative Purchasing Alliance (“NCPA”) and ____________________________________ (“Vendor”). Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated _______________________, referenced as Contract Number _______________________, by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the “Master Agreement”), for the purchase of Software Products and Services; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as “public agency” or collectively, “public agencies”) may purchase products and services at the prices indicated in the Master Agreement; WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies; WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement; WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows: General Terms and Conditions • The Master Agreement, attached hereto as Exhibit 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Administration Agreement except as expressly changed or modified by this Administration Agreement. • NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Administration Agreement including, but not limited to, Contractor’s obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC.

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• Contractor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. • NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Contractor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. • With respect to any purchases made by Region 14 ESC or any Participating Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, re-marketer, representative, partner, or agent of any type of Contractor, Region 14 ESC, or such Participating Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region 14 ESC, any Participating Agency or any employee of Region 14 ESC or Participating Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Participating Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Participating Agency, or any employee of Region 14 ESC or Participating Agency under this Administration Agreement or the Master Agreement. • With respect to any supplemental agreement entered into between a Participating Agency and Contractor pursuant to the Master Agreement, NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. • This Administration Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Administrative Agreement which is not contained herein shall be valid or binding. • Contractor agrees to allow NCPA to use their name and logo within website, marketing materials and advertisement. Any use of NCPA name and logo or any form of publicity regarding this Administration Agreement or the Master Agreement by Contractor must have prior approval from NCPA. • If any action at law or in equity is brought to enforce or interpret the provisions of this Administration Agreement or to recover any administrative fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which such party may be entitled. • Neither this Administration Agreement nor any rights or obligations hereunder shall be assignable by Contractor without prior written consent of NCPA, provided, however, that the Contractor may, without such written consent, assign this Administration Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Administration Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Administration Agreement. • This Administration Agreement and NCPA’s rights and obligations hereunder may be assigned at NCPA’s sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform NCPA’s obligations hereunder. Term of Agreement This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the

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termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement. Fees and Reporting The awarded vendor shall electronically provide NCPA with a detailed quarterly report showing the dollar volume of all sales under the contract for the previous quarter. Reports are due on the fifteenth (15th) day after the close of the previous quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below: Entity Name Zip Code State PO or Job # Sale Amount Total ____________ Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor’s annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides. Annual Sales Through Contract Administrative Fee 0 - $30,000,000 2% $30,000,001 - $50,000,000 1.5% $50,000,001+ 1% Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a period of four (4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an under reporting of Contract Sales and a resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment, together with interest on such amount and shall be obligated to reimburse NCPA’s costs and expenses for such audit.

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ACKNOWLEDGMENT OF CONTRACTOR REQUIREMENTS ___________________________________ Organization ___________________________________ Name ___________________________________ Title ___________________________________ Address ___________________________________ Address ___________________________________ Signature ___________________________________ Date ___________________________________ Vendor Name ___________________________________ Name ___________________________________ Title ___________________________________ Address ___________________________________ Address ___________________________________ Signature ___________________________________ Date National Cooperative Purchasing Alliance

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TAB 3 VENDOR QUESTIONAIRE Please provide responses to the following questions that address your company’s operations, organization, structure, and processes for providing products and services. Locations Covered • Bidder must indicate any and all locations where products and services can be offered. • Please indicate the price co-efficient for each location if it varies. All 50 States & District of Columbia (Selecting this box is equal to checking all boxes below) Alabama Illinois Montana Rhode Island Alaska Indiana Nebraska South Carolina Arizona Iowa Nevada South Dakota Arkansas Kansas New Hampshire Tennessee California Massachusetts New Jersey Texas Colorado Michigan New Mexico Utah Connecticut Minnesota New York Vermont Delaware Mississippi North Carolina Virginia D.C. Missouri North Dakota Washington Florida Kentucky Ohio West Virginia Georgia Louisiana Oklahoma Wisconsin Hawaii Maine Oregon Wyoming Idaho Maryland Pennsylvania All U.S. Territories and Outlying Areas (Selecting this box is equal to checking all boxes below) American Samoa Northern Marina Island Federated States of Micronesia Puerto Rico Guam U.S. Virgin Islands

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Midway Islands All Canada Provinces and Territories (Selecting this box is equal to checking all boxes below) Alberta Prince Edward Island British Columbia Quebec Manitoba Saskatchewan New Brunswick Northwest Territories Newfoundland and Labrador Nunavut Nova Scotia Yukon Ontario If awarded a Master Agreement, will your company extend the terms offered in your Proposal to public agencies in Canada? If no or maybe, please explain. Yes Maybe No If awarded a Master Agreement, will your company extend the terms offered in your Proposal to private sector customers? Yes Maybe No Minority and Women Business Enterprise (MWBE) and (HUB) Participation It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services. Respondents shall indicate below whether or not they are an M/WBE or HUB certified. Minority/Women Business Enterprise Historically Underutilized Business Respondent Certifies that this firm Respondent Certifies that this firm is a a Minority / Women Business Enterprise Historically Underutilized Business Small Business, MWBE and HUB Growth If Proposer is a Large, National or Multinational Organization/Corporation, what programs are in place that partners or supports the growth of small and MWEB and HUB business? If yes, please describe. N/A, we are a recognized small, MWEB or HUB organization No, we do not have any programs in place.

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Yes, we have programs in place. Residency Responding Company’s principal place of business is in the city of ______________________, State of _________________. Felony Conviction Notice Please Check Applicable Box (If the 3rd box is checked, a detailed explanation of the names and convictions must be attached): A publicly held corporation; therefore, this reporting requirement is not applicable. Is not owned or operated by anyone who has been convicted of a felony. Is owned or operated by the following individual(s) who has/have been convicted of a felony Distribution Channel Which best describes your company’s position in the distribution channel: Manufacturer Direct Certified education/government reseller Authorized Distributor Manufacturer marketing through reseller Value-added reseller Other: ______________________________________ Processing Contact Information Contact Person __________________________________________________________ Title __________________________________________________________ Company __________________________________________________________ Address __________________________________________________________ City/State/Zip __________________________________________________________ Phone __________________________________________________________ Email __________________________________________________________ Pricing Information In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions.

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Yes No Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer. Yes No Cooperatives List any other cooperative or state contracts currently held or in the process of securing. Cooperative/State Agency Discount Offered Expires Annual Sales Volume

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TAB 4 VENDOR PROFILE Please provide the following information about your company: • Company’s official registered name. • Brief history of your company, including the year it was established. • Company’s Dun & Bradstreet (D&B) number. • Company’s organizational chart of those individuals that would be involved in the contract. • Corporate office location. o List the number of sales and services offices for states being bid in solicitation. o List the names of key contacts at each with title, address, phone and e-mail address. • Define your standard terms of payment. • Who is your competition in the marketplace? • Provide Annual Sales for last 3 years broken out into the following categories: o Cities / Counties o K-12 o Higher Education o Other government agencies or nonprofit organizations • Provide the revenue that your organization anticipates each year for the first three (3) years of this agreement. $_________ in year one $_________ in year two $_________ in year three • What differentiates your company from competitors? • Describe how your company will market this contract if awarded. • Describe how you intend to introduce NCPA to your company. • Describe your firm’s capabilities and functionality of your on-line catalog / ordering website. • Describe your company’s Customer Service Department (hours of operation, number of service centers, etc.) • Green Initiatives (if applicable)

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o As our business grows, we want to make sure we minimize our impact on the Earth’s climate. We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, energy conservation, ensure efficient computing and much more. To that effort we ask respondents to provide their companies environmental policy and/or green initiative. • Anti-Discrimination Policy (if applicable) o Describe your organizations’ anti-discrimination policy. • Vendor Certifications (if applicable) o Provide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include M/WBE, HUB, and manufacturer certifications for sales and service.

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TAB 5 PRODUCTS AND SERVICES Respondent shall perform and provide these products and/or services under the terms of this agreement. The supplier shall assist the end user with making a determination of their individual needs. Warranty Proposal should address the following warranty information: • Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. • Availability of replacement parts • Life expectancy of equipment under normal use • Detailed information as to proposed return policy on all equipment Products • Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects Construction • Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided. The following is a list of suggested (but not limited to) Software Products and Services categories. List all categories along with manufacturer that you are responding with: Software Portfolio Management Commercial off-the-shelf or commercially available off-the-shelf (COTS) System Software: • Software for desktop computers, laptops, and tablets • Software for smartphones Application Software: • Database Software • Word Processing Software • Spreadsheet Software • Presentation Software • Multimedia Software • Enterprise Software

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o Customer Relationship Management (CRM) software o Project Management tools o Marketing Automation tools o Enterprise Resource Planning (ERP) software o Treasury Management System (TMS) software o Business Intelligence (BI) software • Information Worker Software: o Documentation tools o Resource Management tools • Communication Software • Educational Software • Simulation Software: Flight and scientific simulators • Content Access Software • Application Suites • Software for Engineering and Product Development • Email Software Database Software Driver Software • Graphic Cards, Network Cards, Peripherals Security Software Programming Software Software as a Service applications Industrial Automation Software Game engines Software Procurement Services Software Asset Management & Compliance Firmware Test Prep Services Training Implementation Services Integration Services

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TAB 6 REFERENCES Provide at least ten (10) customer references for products and/or services of similar scope dating within the past three (3) years. Please provide a range of references across all eligible government entity groups including K-12, higher education, city, county, or non-profit entities. All references should include the following information from the entity: • Entity Name • Contact Name and Title • City and State • Phone • Email • Years Serviced • Description of Services • Annual Volume NCPA also accepts Procurated review scores to evaluate relationships with their customers. Vendors without a current Procurated score will be rated based solely on the references provided, and will not be penalized for lack of Procurated scoring. To find out your company’s Procurated score please go to https://www.procurated.com.

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TAB 7 PRICING Please submit price list electronically via our online Bonfire portal (pricing can be submitted as Discount off MSRP, cost plus, etc). Products, services, warranties, etc. should be included in price list. Prices submitted will be used to establish the extent of a respondent’s products and services (Tab 5) that are available and also establish pricing per item. Price lists must contain the following: • Product name and part number (include both manufacturer part number and respondent part number if different from manufacturers). • Description • Vendor’s List Price • Percent Discount to NCPA participating entities Not To Exceed Pricing • NCPA requests pricing be submitted as “not to exceed pricing” for any participating entity. • The awarded vendor can adjust submitted pricing lower but cannot exceed original pricing submitted for solicitation. • NCPA requests that vendor honor lower pricing for similar size and scope purchases to other members.

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TAB 8 VALUE ADDED PRODUCTS AND SERVICES Include any additional products and/or services available that vendor currently performs in their normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities.

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TAB 9 REQUIRED DOCUMENTS • Federal Funds Certifications • Clean Air and Water Act & Debarment Notice • Contractors Requirements • Required Clauses for Federal Assistance by FTA • Federal Required Signatures • Antitrust Certification Statements Texas Government Code § 2155.005 • State Notice Addendum

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FEDERAL FUNDS CERTIFICATIONS Participating Agencies may elect to use federal funds to purchase under the Master Agreement. The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency’s subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable. APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $250,000, 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. • Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency and Offeror reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) • Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” 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 CFR 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.” • Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. (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

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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. • Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions • Any Participating Agency will include any current and applicable prevailing wage determination in each issued solicitation and provide Offeror with any required documentation and/or forms that must be completed by Offeror to remain in compliance the applicable Davis-Bacon Act provisions. (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 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. • Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process. (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.

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• Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (F) above (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). • Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above (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 government wide 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. • Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency (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. • Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the

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offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that: o No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. o If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions. o The undersigned shall require that the language of this certification be included in the award documents for all covered sub-awards exceeding $100,000 in Federal funds at all appropriate tiers and all subrecipients shall certify and disclose accordingly. RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.334. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.334 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with 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 (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18). CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Participating Agencies will clearly identify whether Buy America Provisions apply in any issued solicitation. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition.

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CERTIFICATION OF ACCESS TO RECORDS Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any non-financial documents, papers, or other records of offeror that are pertinent to offeror’s discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror’s personnel for the purpose of interview and discussion relating to such documents. This right of access will last only as long as the records are retained. CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.

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CLEAN AIR AND WATER ACT AND DEBARMENT NOTICE By the signature below (Under Federal Required Signatures), I, the Vendor, am in compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act of 1970, as Amended (42 U.S. C. 1857 (h), Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15 as required under OMB Circular A-102, Attachment O, Paragraph 14 (1) regarding reporting violations to the grantor agency and to the United States Environment Protection Agency Assistant Administrator for the Enforcement. I hereby further certify that my company has not been debarred, suspended or otherwise ineligible for participation in Federal Assistance programs under Executive Order 12549, “Debarment and Suspension”, as described in the Federal Register and Rules and Regulations.

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CONTRACTOR REQUIRMENTS Contractor Certification Contractor’s Employment Eligibility By entering the contract, Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA), and all other federal and state immigration laws and regulations. The Contractor further warrants that it is in compliance with the various state statues of the states it is will operate this contract in. Participating Government Entities including School Districts may request verification of compliance from any Contractor or subcontractor performing work under this Contract. These Entities reserve the right to confirm compliance in accordance with applicable laws. Should the Participating Entities suspect or find that the Contractor or any of its subcontractors are not in compliance, they may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. All costs necessary to verify compliance are the responsibility of the Contractor. The offeror complies and maintains compliance with the appropriate statutes which requires compliance with federal immigration laws by State employers, State contractors and State subcontractors in accordance with the E-Verify Employee Eligibility Verification Program. Contractor shall comply with governing board policy of the NCPA Participating entities in which work is being performed. Fingerprint & Background Checks If required to provide services on school district property at least five (5) times during a month, contractor shall submit a full set of fingerprints to the school district if requested of each person or employee who may provide such service. Alternately, the school district may fingerprint those persons or employees. An exception to this requirement may be made as authorized in Governing Board policy. The district shall conduct a fingerprint check in accordance with the appropriate state and federal laws of all contractors, subcontractors or vendors and their employees for which fingerprints are submitted to the district. Contractor, subcontractors, vendors and their employees shall not provide services on school district properties until authorized by the District. The offeror shall comply with fingerprinting requirements in accordance with appropriate statutes in the state in which the work is being performed unless otherwise exempted. Contractor shall comply with governing board policy in the school district or Participating Entity in which work is being performed. Business Operations in Sudan, Iran In accordance with A.R.S. 35-391 and A.R.S. 35-393, the Contractor hereby certifies that the contractor does not have scrutinized business operations in Sudan and/or Iran.

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REQUIRED CLAUSES FOR FEDERAL ASSISTANCE PROVIDED BY FTA ACCESS TO RECORDS AND REPORTS Contractor agrees to: a) Maintain all non-financial books, records, accounts and reports required under this Contract for a period of not less than two (2) years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until the FTA Administrator, the U.S. DOT Office of the Inspector General, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. b) Permit any of the foregoing parties to inspect all non-financial work, materials, and other data and records that pertain to the Project, and to audit the non-financial books, records, and accounts that pertain to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination. The right of access detailed in this section continues only as long as the records are retained. FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. CIVIL RIGHTS / TITLE VI REQUIREMENTS 1) Non-discrimination. In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. § 5332, Contractor or subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, marital status age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other applicable implementing requirements FTA may issue that are flowed to Contractor from Awarding Participating Agency. 2) Equal Employment Opportunity. The following Equal Employment Opportunity requirements apply to this Contract: a. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable Equal Employment Opportunity requirements of U.S. Dept. of Labor regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, 41 CFR, Parts 60 et seq., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may affect construction activities undertaken in the course of this Project. Contractor agrees

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to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, marital status, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Contractor agrees to comply with any implementing requirements FTA may issue that are flowed to Contractor from Awarding Participating Agency. b. Age. In accordance with the Age Discrimination in Employment Act (ADEA) of 1967, as amended, 29 U.S.C. Sections 621 through 634, and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act”, 29 CFR Part 1625, prohibit employment discrimination by Contractor against individuals on the basis of age, including present and prospective employees. In addition, Contractor agrees to comply with any implementing requirements FTA may issue that are flowed to Contractor from Awarding Participating Agency. c. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Contractor agrees that it will comply with the requirements of the Equal Employment Opportunity Commission (EEOC), “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 CFR, Part 1630, pertaining to employment of persons with disabilities and with their responsibilities under Titles I through V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions. d. Segregated Facilities. Contractor certifies that their company does not and will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not and will not permit their employees to perform their services at any location under the Contractor’s control where segregated facilities are maintained. As used in this certification the term “segregated facilities” means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin because of habit, local custom, or otherwise. Contractor agrees that a breach of this certification will be a violation of this Civil Rights clause. 3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Contract and the regulations relative to non-discrimination on the grounds of race, color, creed, sex, disability, age or national origin.

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4) Sanctions of Non-Compliance. In the event of Contractor's non-compliance with the non-discrimination provisions of this Contract, Public Agency shall impose such Contract sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1) Withholding of payments to Contractor under the Contract until Contractor complies, and/or; 2) Cancellation, termination or suspension of the Contract, in whole or in part. Contractor agrees to include the requirements of this clause in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. DISADVANTAGED BUSINESS PARTICIPATION This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”, therefore, it is the policy of the Department of Transportation (DOT) to ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in the performance of DOT-assisted contracts. 1) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out all applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)). 2) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor’s receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor’s work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non-DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of public agency. 3) DBE Program. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract. Contractor agrees to use good faith efforts to carry out a policy in the award of its subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract.

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ENERGY CONSERVATION REQUIREMENTS Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C. Sections 6321 et seq. and 41 CFR Part 301-10. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, listed directly or by reference in the Contract between Public Agency and the FTA, and those applicable regulatory and procedural updates that are communicated to Contractor by Public Agency, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this Contract. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by the DOT and applicable to the scope of a particular Contract awarded to Contractor by a Public Agency as a result of solicitation, as set forth in the most current FTA Circular 4220.1F, published February 8th, 2016, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. Contractor agrees not to knowingly perform any act, knowingly fail to perform any act, or refuse to comply with any reasonable public agency requests that would directly cause public agency to be in violation of the FTA terms and conditions. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES Agency and Contractor acknowledge and agree that, absent the Federal Government’s express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms, to the best of its knowledge, the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me

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made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate. Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federal Government deems appropriate. Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions.

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FEDERAL REQUIRED SIGNATURES Offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted in the pages above. It is further acknowledged that offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances as applicable. Offeror __________________________________________________________ Address __________________________________________________________ City/State/Zip __________________________________________________________ Authorized Signature __________________________________________________________ Date __________________________________________________________

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ANTITRUST CERTIFICATION STATEMENTS TEXAS GOVERNMENT CODE § 2155.005 I affirm under penalty of perjury of the laws of the State of Texas that: (1) I am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; and (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. Company Name __________________________________________________________ Address __________________________________________________________ City/State/Zip __________________________________________________________ Telephone Number __________________________________________________________ Fax Number __________________________________________________________ Email Address __________________________________________________________ Printed Name __________________________________________________________ Title __________________________________________________________ Authorized Signature __________________________________________________________

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STATE NOTICE ADDENDUM The National Cooperative Purchasing Alliance (NCPA), on behalf of NCPA and its current and potential participants to include all county, city, special district, local government, school district, private K-12 school, higher education institution, state, tribal government, other government agency, healthcare organization, nonprofit organization and all other Public Agencies located nationally in all fifty states, issues this Request for Proposal (RFP) to result in a national contract. For your reference, the links below include some, but not all, of the entities included in this proposal: http://www.usa.gov/Agencies/State_and_Territories.shtml https://www.usa.gov/local-governments

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Statement of Work
City of Montebello, CA
Creation Date: 8/15/2024
SoW Expiration Date: 1/29/2025
Document Number: PS-06657.2
Created by: Dean Simpson
PS-06657.2
1 ATTACHMENT D

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TableofContentsOpenGovStatementofWork 41.ProjectScope 42.AdjustmentstotheProjectScope,EstimatedSchedule,ChargesandotherTerms 43.ProjectDelivery 44.ProjectUnderstanding 45.OpenGovResponsibilities 56.ProjectTrackingandReporting 57.CommunicationandEscalationProcedure 68.OpengovImplementationMethodology 68.1.Initiate 78.2.Validate 78.3.Conﬁgure 78.5.Launch 79.CustomerResponsibilities 810.Customer’sProjectManager 811. AcceptanceProcedure 812.EstimatedSchedule 913.IllustrativeProjectTimelines 914. ChangeOrderProcess 10Exhibit1:ImplementationActivities 11Permitting&Licensing 11Initiate 11Validate 11Conﬁgure 12Train 15Launch 16Exhibit2:TechnicalRequirements 17Permitting&LicensingTechnicalRequirements 17 PS-06657.2 2

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OpenGovStatementofWork
ThisStatementofWork(“SOW”)identiﬁesservicesthatOpenGovwillperformforCityofMontebello,CA(“Customer”)pursuanttotheorderforOpenGovProfessionalServices.ThisSOWmaynotbemodiﬁedoramendedexceptinawrittenagreementsignedbyadulyauthorizedrepresentativeofeachparty.TheOpenGovResponsibilitiessectionofthisdocumentcanbefoundinExhibit1:ImplementationActivities.AnyadditionalservicesorsupportnotdetailedinExhibit1willbeconsideredoutofscope.

1. ProjectScopeUnderthisproject,OpenGovwilldelivercloudbasedsolutions(detailedlistin“Exhibit1”).OpenGov'sestimatedchargesandschedulearebasedonperformanceoftheactivitieslistedinthe“OpenGovResponsibilities”sectionbelow. DeviationsthatariseduringtheprojectwillbemanagedthroughtheproceduredescribedinSection14.

2. AdjustmentstotheProjectScope,EstimatedSchedule,ChargesandotherTermsAdjustmentstothedeliverablesinExhibit1 mayincludechargesonatime-and-materialsorﬁxed-feebasisusingOpenGov’sstandardrates.

3. ProjectDelivery3.1. OpenGovwillperformtheworkunderthisSOWremotelyunlessexplicitlyidentiﬁedbelow.3.1.1.OpenGovwill provideone(1)onsitetrip forproject-relatedactivitywhichOpenGovdetermineswouldbebestperformedattheCustomer’sfacility.Customer’sfacilitymustcontainaconferenceroomtoaccommodatethenumberofattendees,non-publicwiﬁconnection,andAVequipmentforprojectingOpenGovsoftwareonascreenvisibletoallparticipants.3.1.2.TheCustomerisresponsibleforpayingtravelexpensesasincurredonaquarterlybasis.Itisestimatedthatthetravelexpenseswillnotexceed$2,600.Writtenapprovalisrequiredforanyexpensesabovetheestimate.3.2. OpenGovwillusepersonnelandresourceslocatedacrosstheUnitedStates,andmayalsoincludeOpenGov-trained implementationpartnerstosupportthedeliveryofservices.

4. ProjectUnderstanding4.1.DeviationsthatariseduringtheproposedprojectwillbemanagedthroughtheChangeOrderProcess (asdeﬁnedinSection14),andmayresultinadjustmentstotheProjectScope,EstimatedSchedule,Charges,and/orotherterms.

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4.2.TheOpenGovSuitesarenotcustomizedbeyondcurrentcapacitiesbasedonthelatestreleaseofthesoftware.ImplementationofanycustommodiﬁcationorintegrationdevelopedbyOpenGov;Customerinternalstaff; oranythird-partyisnotincludedinthescopeofthisprojectunlessspeciﬁcallylistedinExhibit1.4.3.Customerisresponsibleforprovidingappropriatetimeandresourcestotheprojecttomeetdeliverablesasoutlinedintheprojectplan.4.4.Dataconversionservicesfromothersoftwaresystem(s)orsourcesarenotincludedinthescopeofthisprojectunlessspeciﬁcallylistedinExhibit1.

5. OpenGovResponsibilities5.1.OpenGovwillprovideprojectmanagementfortheOpenGovresponsibilitiesinthisSOW. ThisprovidesdirectiontoOpenGovprojectpersonnelandasharedframeworkforprojectplanning,communications,reporting,proceduralandcontractualactivity.5.2.OpenGovwillreviewtheProjectPlanwithCustomer’sProjectManagerandkeystakeholderstoensurealignmentonagreedupontimelines.5.3.OpenGovwillmaintainprojectcommunicationsthroughCustomer’sProjectManager.5.4.OpenGovwillestablishdocumentationandproceduralstandardsfordeliverablematerials.5.5.OpenGovwillassistCustomer’sProjectManagertoprepareandmaintaintheProjectPlanfortheperformanceofthisSOWwhichwillincludetheactivities,tasks,assignments,andprojectmilestonesidentiﬁedinExhibit1.

6. ProjectTrackingandReporting6.1.OpenGovwillreviewprojecttasks,schedules,andresourcesandmakechangesoradditions,asappropriate. OpenGovwillmeasureandevaluateprogressagainsttheProjectPlanwithCustomer'sProjectManager.6.2.OpenGovwillworkwithCustomer’sProjectManagertoaddressandresolvedeviationsfromtheProjectPlan.6.3.OpenGovwillconductregularlyscheduledprojectstatusmeetings.6.4.OpenGovwilladministertheChangeOrderProcesswiththeCustomer'sProjectManager.6.5.DeliverableMaterials:6.5.1.Weeklystatusreports6.5.2.ProjectPlan6.5.3.ProjectCharter,deﬁningprojectplanandGo-livedate6.5.4.Risk,Action,IssuesandDecisionsRegister(RAID) PS-06657.2 4

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6.6.DeliverableSign-Off:OpenGovrequestsSign-Offs atvariousdeliverablesduringtheimplementationoftheproject. OncetheCustomerhassigned-offonadeliverable,anyadditionalchangesrequestedbyCustomeronthatdeliverablewillrequireapaidchangeorderforadditionalhoursforOpenGovtocompletetherequestedchanges.

7. CommunicationandEscalationProcedure7.1.Activeengagementthroughouttheimplementationprocessisthefoundationofasuccessfuldeployment.Tohelpassessprogress,addressquestions,andminimizeriskduringthecourseofdeployment,bothpartiesagreetothefollowing:7.1.1. RegularcommunicationalignedtotheagreeduponProjectPlanandtiming.7.1.2.OpenGovexpectsourcustomerstoraisequestionsorconcernsassoonastheyarise.OpenGovwilldothesame,inordertobeabletoaddressitemswhenknown.7.2.Executiveinvolvement7.2.1.Executivesmaybecalledupontoclarifyexpectationsand/orresolveconfusion.7.2.2.Executivesmaybeneededtosteerstrategicitemstomaximizethevaluethroughthedeployment.7.3.EscalationProcess7.3.1. Identiﬁcationofanissueimpedingdeploymentprogresor,outcome,thatisnotacceptable.7.3.2.CustomerorOpenGovProjectManagersummarizestheproblemstatementandimpasse.7.3.3.CustomerandOpenGovProjectManagersjointlyoutlinesolutionacceptanceandOpenGovProjectManagerwillscheduleanExecutiveReviewMeeting,ifnecessary.7.3.4.Resolutionwillbedocumentedandsignedoff.

8. OpengovImplementationMethodology
EveryOpenGovimplementationwillcontainastructuredmethodologytoproperlyplanandcollaborate.Themethodologyconsistsofthefollowingphases:

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● Initiate● Validate● Conﬁgure● Train● Launch

8.1.Initiate8.1.1.OpenGovwillprovidecustomerentityconﬁguration.8.1.2.OpenGovwillprovidesystemadministratorscreation.8.1.3.ThisactivityiscompletewhenCustomerhasaccesstotheirsite.8.1.4.Customerwillsign-offonproductaccesstocompletetheInitiatePhaseoftheproject.

8.2.Validate8.2.1.OpenGovwillcreateaSolutionBlueprint.8.2.2.OpenGovwillconﬁrmtheDataValidationstrategy.8.2.3.ThisactivityiscompletewhentheSolutionBlueprintispresentedtoCustomer.8.2.4.CustomerwillSign-offonInitialDraftSolutionBlueprinttocompletetheValidatePhaseoftheproject.

8.3.Conﬁgure8.3.1.OpenGovwillconﬁgurethedeliverablesoutlinedinExhibit1.8.3.2.ThisactivityiscompletewhenalldeliverablesinExhibit1areconﬁgured.8.3.3.CustomerwillprovideSign-offthatallconﬁgurationdeliverableshavebeencompletedandaccepted.OpenGovwillprovidestatusandintermediatecompletionmilestonesastheprojectprogressestofullyconﬁgured.

8.4.Train8.4.1.Trainingwillbeprovidedininstructor-ledvirtualsessionsunlessotherwisespeciﬁedinExhibit1.8.4.2.OpenGovwillprovideAdministratortraining.8.4.3.OpenGovwillprovideEndUsertraining(iflistedinExhibit1).8.4.4.CustomerwillSign-offthattraininghasbeencompleted.

8.5.Launch8.5.1.OpenGovwillprovideHyperAdoptsupportpostGo-Livetoensuresuccessfuladoption.8.5.2.CustomerwillSign-offontheHyperAdoptphaseoftheprojectwhichwilltransitiontheprojectfromactivedeploymenttoCustomerSuccess.

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9.CustomerResponsibilities9.1.ThecompletionoftheproposedscopeofworkdependsonthefullcommitmentandparticipationofCustomer’smanagementandpersonnel.TheCustomer’sProjectManagershouldhaveaccesstotheappropriateCustomerSubjectMatterExpertpersonnelneededforthesuccessfulimplementationoftheproject.TheresponsibilitieslistedinthissectionareinadditiontotheresponsibilitiesspeciﬁedintheAgreementandaretobeprovidedatnochargetoOpenGov. OpenGov'sperformanceispredicateduponthefollowingresponsibilitiesbeingmanagedandfulﬁlledbyCustomer.Delaysinperformanceoftheseresponsibilitiesmayresultinachangeorderand/ordelayofthecompletionoftheproject.9.2.ProvidetherequireddatatoOpenGovwithinﬁve(5)daysoftherequestsbeingmadefromtheOpenGovProjectManager.TheCustomerwillberesponsibleforanypotentialchargesfromthirdpartiestoaccessandprovidethedata.9.3.Maintainthesameformatandaccesstodataonanongoingbasis.Anychangestotheunderlyingdataordatasourcemayrequireachangeorderorchargeinthefuture.

10.Customer’sProjectManager10.1.Create,withOpenGov’sassistance,theProjectCharterfortheperformanceofthisSOWwhichwillincludetheactivities,tasks,assignments,milestonesandestimates.10.2.ManageCustomerpersonnelandresponsibilitiesforthisproject(forexample:ensurepersonnelcompleteanyself-pacedtrainingsessions,conﬁguration,validationoruseracceptancetesting).10.3.IdentifyandassignSubjectMatterExperts(SME).10.4.ServeasthecommunicationliaisonbetweenOpenGovandCustomerrepresentativesparticipatingintheproject.10.5.Participateinprojectstatusmeetings.10.6.Obtainandprovideinformation,data,anddecisionswithinten (10)businessdaysofOpenGov’srequestunlessCustomerandOpenGovagreeinwritingtoadifferentresponsetime.10.7.Resolvedeviationsfromtheestimatedschedule.10.8.HelpresolveprojectissuesandescalateissueswithinCustomer’sorganization,asnecessary.10.9.AdministertheChangeOrderProcesswiththeProjectManager,ifapplicable.

11. AcceptanceProcedure11.1. ThecompleteditemsinExhibit1willbesubmittedtotheCustomer’sProjectManager.11.2. Customer’sProjectManagerwillhavedecisionauthoritytoapprove/rejectall PS-06657.2 7

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ProjectCriteria,PhaseAcceptanceandEngagementAcceptance.11.3. Withinﬁve (5)businessdaysofreceipt,theCustomer’sProjectManagerwilleitheraccepttheDeliverableMaterialorprovideOpenGov’sProjectManagerawrittenlistofrequestedrevisions.IfOpenGovreceivesnoresponsefromtheCustomer’sProjectManagerwithinﬁve(5)businessdays,thentheDeliverableMaterialwillbedeemedaccepted.Theprocesswillrepeatfortherequestedrevisionsuntilacceptance.11.4.AllacceptancemilestonesandassociatedreviewperiodswillbetrackedontheProjectPlan.11.5 Both OpenGov and Customer recognize that failure to complete tasks andrespondtoopenissuesmayhaveanegativeimpactontheProject.11.6. For any tasks not yet complete, OpenGov and/or Customer will providesufficient resources to expedite completion of tasks to prevent negativelyimpactingtheProject.11.7. Excludingdelayscausedbyaforcemajeureevent,ifOpenGovingoodfaithreasonablydeterminesthatCustomer’spersonnelorcontractorsarenotcompletingCustomer’sresponsibilitiesdescribedintheapplicableSOWtimelyoraccurately,OpenGovmayplacetheProfessionalServicesonholdafterprovidingaminimumofsevendayswrittennoticetoCustomer.IfOpenGovplacesaCustomeronhold,OpenGovwillensurethatCustomerismadeawareofitsobligationsnecessaryforOpenGovtocontinueperformingtheProfessionalServicesintheonholdnotice.Uponplacingacustomeronhold,OpenGovmay,withoutpenalty,suspendProfessionalServicestotheCustomerandreallocateresourcesuntiltheCustomerhasfulﬁlleditsobligations.OpenGovshallbearnoliabilityorotherwiseberesponsiblefordelaysintheprovisionoftheProfessionalServicesoccasionedbyCustomer’sfailuretocompleteCustomer’sresponsibilities.

12.EstimatedSchedule12.1. OpenGov will schedule resources after the signature of the order form isreceived. Unless speciﬁcally noted, the OpenGov assigned Project Manager willwork with Customer Project Manager to develop the Project Charter for allrequested deliverables under this SOW. OpenGov reserves the right to adjust theschedule based on the availability of OpenGov resources and/or Customerresources,andthetimelinessofdeliverablesprovidedbytheCustomer.12.2. TheServicesarecurrentlyestimatedtostart withintwo(2)weeksbutnolaterthanfour(4)weeksfromsignaturesonOrderForms.

13.IllustrativeProjectTimelines13.1.ThetypicalprojecttimelinesareforillustrativepurposesonlyandmaynotreﬂectCustomer’susecases.Theorderofdeliveryofthesuite(s)willbedeterminedduringtheprojectplanningactivitiesintheInitiatePhase.

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14. ChangeOrderProcess14.1.ThisSOWandrelatedeffortsarebasedontheinformationprovidedandgatheredbyOpenGov.Customeracknowledgesthatchangestothescopemayrequireadditionaleffortortime,resultinginadditionalcost.Anychangetoscopemustbeagreedtoinwriting,bybothCustomerandOpenGov,anddocumentedassuchviaaChangeOrder.NoverbalagreementwillbebindingonOpenGovorCustomer.14.2.AChangeOrderisdeﬁnedasworkthatisaddedtoordeletedfromtheoriginalscopeofthisSOW.Dependingonthemagnitudeofthechange,itmayormaynotaltertheoriginalcontractamountorcompletiondate.Changesmightincludebutarenotlimitedto:14.2.1.Timelineforcompletion14.2.2.Signoffprocess14.2.3.Costofchangeand/orinvoicetiming14.2.4.AmendingtheSOWtocorrectanerror14.2.5 Extension of work as the complexity identiﬁed exceeds what wasexpectedbyCustomerorOpenGov14.2.6.ChangeintypeofOpenGovresourcestosupporttheSOW14.3.TheapprovalprocessforaChangeOrderisasfollows:14.3.1.IdentiﬁcationanddocumentationofaneedformodiﬁcationtothescopeoftheprojectasdeﬁnedintheStatementofWorkandanysubsequentchangeorders.14.3.2.AChangeOrderiscreatedandCustomerandOpenGovreview.TheCustomerwillthenprovideSign-off..14.3.3.ChangeOrderisincorporatedintotheStatementofWorkandimplemented.

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Exhibit1:ImplementationActivities
Permitting&LicensingUseCasesforPermitting&Licencing:● BuildingPermits&InspectionalServices● PlanningandZoningApprovals● PublicWorks:Right-of-WayPermits,Waste/WaterManagement,etc Initiate
Provisioning Permitting&LicensingPlatform
OpenGovwill:● OpenGovwillprovisionCustomer’sOpenGoventityandverifyCustomerhasaccesstoallpurchasedmodules.Customerwill:● Conﬁrmaccesstoentityandmodules.CompletionCriteria● Customerveriﬁesaccesstothesite.

DataInitiation
OpenGovwill:● OpenGovwillprovidetheneededdataandformattothecustomer.● Thedataneedswillbediscussedforthefoundationalinitiationofthesoftware.● AssignaProjectManageroncethedatahasbeencollected.Customerwill:● Providetherequireddatainatimelymanner.CompletionCriteria● Customersign-offthattheIntegrationsarecompleteandthedataisbeingcapturedasplanned.

Validate
TechnicalProjectReview
OpenGovwill:● Provideuptoone(1) one-hourworkingsessionsatthebeginningoftheprojectto:o Reviewdeliverables PS-06657.2 10

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o Reviewtechnicalrequirementso ProvidedocumentationonrequirementsandprocessesOpenGovAssumptions:● Customerwillproviderelevantdatawithintwo(2)weeksimmediatelyfollowingthekick-offmeeting.Customerwill:● Identifyrelevantparticipantsforattendance.● Conﬁrmdeliverables.●
Gatherandproviderelevantdatafortheproject.CompletionCriteria● Customersign-offonprojectplan.

ConﬁgureRecordTypesDeliverables
OpenGovwillconﬁgurethefollowingstandardrecordtype,includingsub-type,draftsofCustomer’srecordtypesinthePermitting&LicensingsystemincludingForm,Workﬂow,OutputDocumentandFees:

BuildingandInspectionalServicesServiceAreaTwo(2) recordtypesfromthefollowinglist:● ResidentialBuildingPermit● CommercialBuildingPermit PlanningandZoningServiceAreaOne(1) recordtypesfromthefollowinglist:● InternalPlanningRecordType PublicWorksServiceAreaFour(4) recordtypesfromthefollowinglist:● EncroachmentPermit● StreetWorksPermit● OversizeLoadPermit● Roll-offBinPermit Customerwill:● Attendworkingsessionstovalidate,review,anditerateupondraftrecords.● TestallconﬁguredrecordtypesCompletionCriteria● Customersign-offthattheRecordTypeshavebeenconﬁgured.Sign-offwilloccurwitheachcompletedRecordType.

DataDeliverables
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MasterAddressTable(MAT)IntegrationOpenGovwill:● ProvideatemplateﬁletobeutilizedbytheCustomertopopulateMATinformation.● Importthecompletedtemplateﬁleandvalidateagainstthecompletedtemplateﬁle.Customerwill:● PopulateandvalidatetheMATtemplate.CompletionCriteria● Customersign-offthattheMasterAddressTable hasbeenconﬁgured.

ESRIArcGISServerIntegrationOpenGovwill:● IntegratewiththeCustomer’sArcGISpublicAPIendpoint.CompletionCriteria● Customersign-offontheESRIIntegration.

GISFlagIntegrationOpenGovwill:● ProvideatemplateﬁletobeutilizedbytheCustomertopopulateGISFlaginformation.● Importthepopulatedtemplateﬁleafteracceptance.● EnabletheGISFlagIntegration.Customerwill:● Populateandvalidatetheﬂagtemplateﬁle.CompletionCriteria● Customersign-offontheGISFlag Integration.

AccountingandFinanceExportOpenGovwill:● Provideanexportofﬁnancialdata,basedontheCustomer’sprovidedformat,totheCustomer’sFTPSasoftenasnightly.Customerwill:● Agreeuponspeciﬁcationspriortoexport.CompletionCriteria● Customersign-offontheAccountingandFinanceExport.

AutoﬁllIntegrationOpenGovwill:● Provideuptotwo(2) Autoﬁlls,usingsourcedatafromOpenGovorprovidedbytheCustomer.Customerwill:● Providethesourcedata,ifapplicable.● Agreeuponspeciﬁcationspriortoupload.CompletionCriteria● Customersign-offontheAutoﬁll Integration.

StateContractorIntegrationOpenGovwill:

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● IntegratewiththeCalifornialicensedprofessionaldatasetforusewithinOpenGov.CompletionCriteria● Customersign-offontheStateContractor Integration.

BluebeamStudioPrimeIntegrationOpenGovwill:● EnableBluebeamStudioPrimeintegration● ProvideinstructionsonhowtoconnectBluebeamStudioPrime.Customerwill:● ProvideBluebeamStudioprimelicense(s).● HandlelicensingandtrainingwithBluebeamdirectly.CompletionCriteria● Customersign-offontheBluebean Integration.

SingleSignOn(SSO)IntegrationOpenGovwill:● ProvidetheSSOenablementform.● ImplementidentityproviderinitiatedSSOforMicrosoftADFS,MicrosoftAzureAD,orOktaCustomerwill:● CompletetheSSOenablementform.● ProvidetheinformationfromtheidentityprovidedrequiredtoestablishSAMLorHTTPScertiﬁcationandaddOpenGovasanewapplicationintheidentityprovider.CompletionCriteria● Customersign-offontheSSO Integration.

DataMigrationOpenGovwill:● PerformhistoricdatamigrationfromHDLusingﬂatﬁlesprovidedbyandmappedbythecustomer.● Setuphistoricalrecordtypes,historicaldatawillbemigratedpriortotheinitialdataload.● Provideareportofunmatchedlocations● Provideinstructionsforcustomervalidationofdatamigration.● Provideuptotwo(2)formatchangesforeachintegrationﬁle,allowingfornecessaryeditstobemadeduringthetestingandvalidationprocess.OpenGovAssumptions:● DataMigrationdoesnotexceed250,000records.● DataMigrationdoesnotincludedatabasebackupﬁles.● DataMigrationdoesnotincludecleansingofcorruptdata,creationorlinkingofapplicantaccounts,integrationofhistoricalfeesandpaymentsintoworkﬂoworﬁnancialreports,logsofpermitchanges,migrationofdataintotheworkﬂow,permitattachments,importofcontractordatabase,orhierarchicalrelationshipsbetweenrecords.Customerwill:● CompletetheOpenGovprovideddatatemplateswithinthree(3)weeksofrequest.● Validatedatadeliverableswithinthree(3)weeksofrequest.● ConﬁgureRecordTypestoalignwiththeProjectPlan’sGoLiveandcutovertoensurethemigrationencompassesallrecordsfromthelegacysystem.● Signoffondataload.

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CompletionCriteria● Customersign-offthattheDataMigrationhasbeencompleted.

DocumentManagementAccessOpenGovwill:● ProvidetheabilityforCustomertoexportfromOpenGovandimportintoathird-partydocumentmanagementsystemincluding:listingofﬁlenamesandﬁlepathsofallsubmittedforms,issueddocuments, recordattachments,andrecordandlocationmetadata.● DocumentswillbeaccessibleinOpenGov’sDocumentManagementInterfacefor365daysfromthetimetheyarecreated.TheDocumentManagementInterfaceonlyprovidesaccesstodocumentscreatedaftertheinterfaceisenabled.Customerwill:● Importdataintothethird-partysystemCompletionCriteria● Customersign-offthattheDocumentManagementAccesshasbeenprovided.

Train
AdministratorTrainingOpenGovwill:● Provideuptotwenty-six(26)hoursofPermitting&Licensingsystemadministratortrainingtoenablesystemadministratorsonthefollowingtopics:○ Settingupthepublicportal○ Employeeappsettings○ Creatingandeditingrecordtypes○ ManagingForms○ EditingDocuments○ CreatingWorkﬂows○ SettingupInspections○ Mobileapp● Provideuptotwo(2)hoursofReporting&Transparencyadministratortraining,toenablesystemadministratorsonthefollowingtopics:○ DownloadanduploaddatatoReporting&Transparency○ HowtocreatereportsanddashboardsCustomerwill:● Identifytherelevantparticipantstoattendeachtrainingsession.CompletionCriteria● AdministratorTraininghasbeenconducted.

EndUserTrainingOpenGovwill:● Provideuptotwenty-six(26)hoursofend-usertrainingsdesignedforPlanReview,Inspectors,FinanceStaff,etc.tocoverthefollowingtopics:

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○ Navigationofthesystem○ Manageinboxandtasks○ Takepayments○ Conductinspections○ Createrecords○ Mobileapp Customerwill:● Identifytherelevantparticipantstoattendeachtrainingsession.CompletionCriteria● EndUserTraininghasbeenconducted.

OnsiteTrainingOpenGovwill:● Provide one (1) three-day (3-day) onsite training event with one (1) OpenGovresource. ThetrainingagendawillbedeﬁnedandagreeduponbybothOpenGovandthecustomer'sprojectmanager.Topicsmayincludeanyofthefollowing:o Navigationofthesystemo Manageinboxandtaskso Takepaymentso Conductinspectionso Createrecordso MobileApp Customerwill:● Identifytherelevantparticipantstoattendeachtrainingsession● HosttheworkshopintheCustomer’sfacility● Secureanadequatespace(conferenceroomortraining room)withinthecustomer'sfacility● Providewiﬁinternetconnection forOpenGovresource.CompletionCriteria● OnsiteTraininghasbeenconducted.

Launch
HyperAdopt
OpenGovwill:●
Provideuptoeight(8) hoursofHyperAdoptsupportfromtheOpenGovProjectTeampostGo-Livetoensuresuccessfuladoption.Customerwill:● IdentifyissuesandattendsessionsCompletionCriteria● Customersign-offthattheprojecthasbeencompleted.

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Exhibit2:TechnicalRequirements
Permitting&LicensingTechnicalRequirementsMasterAddressTable● AlladdressesmusthaveauniqueID● Flatﬁle,.csv,.xls,.xlsx,.txtwithheaders● Parcelsandaddresspointsrecommended● Recommendedsourcedata:EsriGIS,Alternativesourceoptionsinclude:Assessor’sdatabase,E911 ESRIArcGIS● Asinglepublicly-accessiblesecureESRIRESTAPIURL ArcGISFlags● PolygonLayer(s)viaESRIRESTAPIURL,Polylinesandpointsarenotsupported● FlagswillbepopulatedviathesamePublicly-accessiblesecureESRIRESTAPIURLasprovidedfortheESRIArcGISintegration.

FinancialandRecordExports● Requiredformat(columns)andsampledocument AutoﬁllsusingCustomersourcedata● Flatﬁle,.csv,.xls,.xlsx,.txtwithheaders BluebeamStudioPrime● BluebeamStudioPrimelicense(s)
Currentapplicationforms,workﬂows,feestructures,andoutputdocuments● PDF,Word,.csv,.xls,.xlsxwithheaders HistoricalData● Flatﬁle,.csv,.xlsxwithheaders● RecordtypeandstatusmappingusingOpenGovtemplate HistoricalDocuments● NoHistoricDocumentmigrationisincludedintheScopeofWork DocumentManagementAccess● ODBCaccesstoaMicrosoftSQLServerDatabaseviewor.csvﬁleFTPS SSO● SAMLorHTTPScertiﬁcate,WhitelistOpenGovinCustomer VPNorﬁrewall PS-06657.2 16

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CITY OF MONTEBELLO
PROFESSIONAL SERVICES AGREEMENT NO. 4273

WITH VERTOSOFT, LLC
THIS PROFESSIONAL SERVICES AGREEMENT (“Agreement”) is made and entered into on February 1, 2025 (“Effective Date”), by and between the CITY OF MONTEBELLO, a California municipal corporation (the “CITY”) and VERTOSOFT, LLC (the “CONSULTANT”). The CITY and the CONSULTANT are sometimes referred to herein individual as the “Party,” and jointly as the “Parties.”

RECITALS
WHEREAS, the CITY desires to retain a qualified professional consultant to provide permit and planning software services to the CITY; and WHEREAS, the CONSULTANT represents that it is fully qualified to perform such services by virtue of its experience and the training, education and expertise of its principals and employees.

WHEREAS, CONSULTANT’s services were procured through a cooperative purchasing agreement through Omnia Partners (“Cooperative Purchasing Agency”) which requires that the CITY be provided equivalent, or more favorable terms or pricing than the minimum requirements of the contract with the Cooperative Purchasing Agency.

NOW THEREFORE, in consideration of performance by the Parties of the covenants and conditions herein contained, the Parties hereto agree as follows:

SECTION 1. INCORPORATION OF RECITALS AND OTHER CONTRACT

DOCUMENTS
a. The above-referenced Recitals constitute a material part hereof and shall hereby be incorporated by reference. Moreover, this Agreement consists of the following documents, in order of precedence, all of which are incorporated herein and made part of this Agreement, as though fully set forth herein:

1. This Agreement and its Exhibits, including any and all addenda or supplemental agreements.

2. Consultant’s Proposal

3. Omnia Partners Contract No. 01-165

4. All other documents, including but not limited to all applicable bonds, insurance certificates, permits, notices, schedules, forms, certifications, and affidavits.
b. These documents shall be collectively referred to herein as the “Contract Documents.” In the event of a conflict among the Contract Documents, the order of precedence list above shall apply.

SECTION 2. SERVICES / COMPENSATION.
a. All terms, conditions, requirements, and provisions of the Contract

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Documents are hereby incorporated fully herein by this reference and shall be binding on the Parties. To the extent of a conflict between the terms of this Agreement and that set forth in any exhibits or attachments hereto, the terms of this Agreement shall govern. However, any conflict between the Cooperative Purchasing Agency’s Contract and this Agreement, the more favorable term to the City shall control. b. The CONSULTANT shall provide to the CITY all labor, equipment, materials and incidental necessary to provide the services as set forth fully in Consultant’s Proposal, as such is set forth fully in Exhibit “A” hereto and incorporated fully herein by this reference (hereinafter “Professional Services”). c. The CONSULTANT shall be compensated for performance of the Professional Services as set forth in the Schedule of Compensation attached hereto as Exhibit “B” and incorporated fully herein by this reference (“Compensation”). The CONSULTANT shall provide an itemized billing statement to the CITY. The CONSULTANT shall no incur fees or costs which exceed the Compensation without the prior written consent of the CITY.

SECTION 3. TERM.
a. This Agreement shall commence upon the Effective Date of this Agreement and shall expire on June 30, 2028, unless terminated earlier as hereinafter provided.

This Agreement may be extended for up to two (2) one-year (1) extensions upon such terms and conditions mutually agreed upon by the Parties in writing.

SECTION 4. PERFORMANCE.
a. The CONSULTANT shall at all times, faithfully, competently, and to the best of its ability, experience, and talent, perform all tasks described herein. b. The CONSULTANT shall employ, at a minimum, generally accepted standards and practices utilized by companies engaged in providing similar services, as are required of Consultant hereunder, in meeting its obligations under this Agreement.
c. The CONSULTANT shall be knowledgeable of and subject to all CITY ordinances, rules and regulations, standard operating procedures, and the supervisory chain of command.
d. The CONSULTANT shall have the right to retain, subject to the CITY's approval, additional individuals, consultants or subconsultants to assist in the completion of services as herein defined. Compensation for additional individuals, consultants or subconsultants shall be the sole and exclusive responsibility of the CONSULTANT.
e. The CONSULTANT shall retain all original reports, field and office notes, correspondence, calculations, maps, and other documents specifically related to the services provided by the CONSULTANT pursuant to this Agreement, other than documents which are exempt from disclosure pursuant to the attorney- client privilege or any other law. Said documents shall be made available for inspection by the CITY upon request.

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SECTION 5. WORK PRODUCT.
a. The CONSULTANT hereby agrees that all work product produced pursuant to this Agreement, and provided to the CITY during and upon completion of this Agreement, shall be the property of the CITY, and ownership of said work product shall be retained by the CITY. The CONSULTANT may take and retain copies of such written products as desired, but no such written products shall be the subject of a copyright application by the CONSULTANT.
b. All data, documents, discussion, or other information developed or received by the CONSULTANT or provided for performance of this Agreement are deemed confidential and shall not be disclosed by the CONSULTANT without prior written consent by the CITY. The CITY shall grant such consent if disclosure is legally required. All such written products shall be returned to the CITY upon the termination or expiration of this Agreement. The CONSULTANT agrees that the covenants contained in this Section shall survive the expiration or termination of this Agreement.

SECTION 6. EXTRA SERVICES.

No extra services over and above the Compensation shall be rendered by the CONSULTANT under this Agreement unless such extra services first shall have been duly authorized in writing by the CITY’s City Manager (the “City Manager”).

SECTION 7. CITY SUPERVISION.

The City Manager shall have the right of general supervision of all work performed by the CONSULTANT and shall be the CITY’s agent with respect to obtaining the CONSULTANT’s compliance hereunder. No payment for services rendered under this Agreement shall be made without the prior approval of the City Manager.

SECTION 8. TERMINATION.

In the event that either Party hereto fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, the non-defaulting party shall give the defaulting party written notice of the default, the nature of the default, and of the steps necessary to cure the default.
a. Termination for Cause. In the event that any of the provisions of the Agreement are violated by either party, the non-defaulting Party may terminate the Agreement by serving written notice upon the other Party, listing the violation(s) and its intent to terminate such Agreement unless within ten (10) days after the serving of such notice, such violation shall cease or be rectified, the contract shall upon the expiration of an additional thirty (30) days cease and terminate. Violations by the CONSULTANT which cannot be corrected within ten (10) days, said contract shall at the option of the CITY cease and terminate upon the giving of like notice. In the event of any such termination for default by the CONSULTANT, the CITY may take over the work and prosecute the same to completion by contract or otherwise for the account and at the expense of the CONSULTANT. The CONSULTANT and his sureties shall be liable to the CITY for any excess cost occasioned in the event of any such termination. This change shall not be construed to prevent the termination, for other causes authorized by law or other provisions of this contract.

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In the event of a termination for cause, the CONSULTANT shall only be entitled to the Compensation for those Professional Services satisfactory performed on or before the effective date of termination.
b. Termination for Convenience. The CITY shall have the option, at its sole discretion and without cause, to terminate this Agreement in whole, or in part, by giving ten (30) business days’ written notice to the CONSULTANT. Upon the termination of this Agreement as provided herein, the CITY shall provide to the CONSULTANT the part of Compensation which would otherwise be payable to the CONSULTANT for services the CONSULTANT had completed as of the date of termination, less the amount of all previous payment with respect to the Compensation. Further, upon such a termination for convenience by the CITY, the Parties agree that the CONSULTANT shall be reimbursed for any “non- refundable” costs that the CONSULTANT has incurred for its services under this Agreement, provided that: (1) such “non- refundable” costs were incurred by the CONSULTANT prior to the date of termination, and (2) that the CONSULTANT provides the CITY with adequate proof that the CONSULTANT incurred the costs, and is unable to be seek a refund for such costs. Such “non-refundable” costs may include, but are not limited to, travel reservations incurred by the CONSULTANT for its performance of services under this Agreement. The CONSULTANT agrees to cease all work under this Agreement on or before the effective date of any notice of termination.

SECTION 9. EMPLOYMENT OF CITY EMPLOYEES.

No regular employee of the CITY shall be employed by the CONSULTANT during the term of this Agreement.

SECTION 10. NON-LIABILITY OF CITY OFFICIALS AND EMPLOYEES.

No official or employee of the CITY shall be personally liable to the CONSULTANT in the event of any default or breach by the CITY, or for any amount which may become due to the CONSULTANT.

SECTION 11. INDEPENDENT CONSULTANT.
a. The CONSULTANT is and shall, at all times, remain as to the CITY a wholly independent consultant. Neither the CITY nor any of its elected officials, officers, employees, or agents shall have control over the conduct of the CONSULTANT except as expressly set forth in this Agreement. The CONSULTANT shall not at any time or in any manner represent that he or she is in any manner an elected official, officer, employee, or agent of the CITY. No employee benefits shall be available to the CONSULTANT in connection with the performance of this Agreement. Except as provided in this Agreement, the CITY shall not pay salary, wages, or other compensation to the CONSULTANT for performance hereunder for the CITY, the CITY shall not be liable for compensation to the CONSULTANT, the CONSULTANT’s employees or the CONSULTANT’s subconsultants for injury or sickness arising out of performing services hereunder.
b. The parties further acknowledge and agree that nothing in this Agreement shall create or be construed to create a partnership, joint venture, employment relationship or any other relationship except as set forth in this Agreement.

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c. The CITY shall not deduct from the Compensation paid to the CONSULTANT any sums required for Social Security, withholding taxes, FICA, state disability insurance or any other federal, state or local tax or charge which may or may not be in effect or hereinafter enacted or required as a charge or withholding on the compensation paid to the CONSULTANT. The CITY shall have no responsibility to provide the CONSULTANT, its employees or subconsultants with workers’ compensation insurance or any other insurance.

SECTION 12. CalPERS ANNUITANTS AND ELIGIBILITY INDEMNITY. a. If the CONSULTANT is a California Public Employees’ Retirement System (“CalPERS”) annuitant, the CONSULTANT must provide the City with written notification of such fact a minimum of 14 calendar days prior to commencement of services under this Agreement. Failure to provide such notification may result in termination of the Agreement, and any penalties or other costs relating thereto shall be borne by the CONSULTANT. If this Agreement remains in place, the CONSULTANT shall execute any amendment(s) to this Agreement requested by the City in order to comply with all laws and regulations applicable to CalPERS annuitants. b. In the event that the CONSULTANT or any employee, agent, or subconsultant of the CONSULTANT providing services under this Agreement claims or is determined by a court of competent jurisdiction or CalPERS to be eligible for enrollment in CalPERS as an employee of the CITY, the CONSULTANT shall indemnify, defend, and hold harmless the CITY for the payment of any employee and/or employer contributions for CalPERS benefits on behalf of the CONSULTANT or its employees, agents, or subconsultants, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of the CITY.
c. Notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the contrary, the CONSULTANT and any of its employees, agents, and subconsultants providing service under this Agreement shall not qualify for or become entitled to, and hereby agree to waive any claims to, any compensation, benefit, or any incident of employment by the CITY, including but not limited to eligibility to enroll in PERS as an employee of the CITY and entitlement to any contribution to be paid by the CITY for employer contribution and/or employee contributions for PERS benefits.

SECTION 13. LEGAL RESPONSIBILITIES.

The CONSULTANT shall at all times observe and comply with all applicable laws, ordinances, codes, and regulations of the federal, state, and local governments including, but not limited to the Montebello Municipal Code. The CITY, and its appointed or elected officers, employees, or agents, shall not be liable at law or in equity occasioned by failure of the CONSULTANT to comply with this section.

SECTION 14. INDEMNIFICATION.

The CONSULTANT agrees to, and shall defend, indemnify, protect and hold harmless, the CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers from and against any and all claims, demands, lawsuits, defense costs, civil, penalties, expenses, causes of action, and judgments at law or

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in equity, or liability of any kind or nature which the CITY, its elected and appointed boards, officers, officials, employees, agents and volunteers may sustain or incur or which may be imposed upon them for injuries or deaths of persons, or damage to property arising out of the CONSULTANT’s negligent or wrongful act, or omission under the terms of this Agreement, except only liability arising out of the sole negligence of the CITY.

SECTION 15. INSURANCE COVERAGE.
a. During the term of this Agreement, the CONSULTANT shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with CONSULTANT’s performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:
•Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis for bodily injury and property damage, including products-completed operations, personal injury, and advertising injury, with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, the limit shall be twice the required occurrence limit.
•Automobile Liability Insurance: Insurance Services Office Form Number CA 0001 covering, Code 1 (any auto), or if CONSULTANT has no owned autos, Code 8 (hired) and 9 (non-owned), with limit no less than $1,000,000 per accident for bodily injury and property damage. •Worker's Compensation insurance as required by the laws of 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. •Professional Liability insurance appropriate to the CONSULTANT’S profession, with limit no less than $1,000,000 per occurrence or claim, $2,000,000 aggregate.
b. If the CONSULTANT maintains higher limits than the minimums shown above, the CITY requires and shall be entitled to coverage for the higher limits maintained by the CONSULTANT.
c. The CONTACTOR shall require each of its subconsultants, if any, to maintain insurance coverage that meets all of the requirements of this Agreement. d. The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a current rating of at least A:VII in the latest edition of Best's Insurance Guide.
e. Each insurance policy required above shall state that coverage shall not be canceled, except after thirty (30) days’ prior written notice (ten [10] days for non- payment) has been given to the CITY. The CONSULTANT agrees that if it does not keep the aforesaid insurance in full force and effect the CITY may either (i) immediately terminate this Agreement for Cause; or (ii) take out the necessary

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insurance and pay, at the CONSULTANT’s expense, the premium thereon. f.Evidence of Insurance prior to commencement. The Contractor shall provide to the CITY Certificate(s) of Insurance evidencing such coverage together with copies of the required policy endorsements no later than five (5) business days prior to commencement of service and at least fifteen (15) business days prior to the expiration of any policy. Unreasonable failure to provide such evidence may be cause for termination of the Agreement as provided herein or delay the services’ commencement date. The evidence of insurance shall be U.S. mail or email to:

City of Montebello
Attn: Risk Manager
1600 West Beverly Boulevard
Montebello, CA 90640
Email: [email protected]
Coverage shall not be suspended, voided, cancelled, reduced in coverage or in limits, non-renewed, or materially changed for any reason, without thirty (30) days prior written notice thereof given by the insurer to the CITY by U.S. mail, or by personal delivery, except for nonpayment of premiums, in which case ten (10) days prior notice shall be provided.
g.Evidence of Insurance during the entire term of the Agreement. At all times during the term of this Agreement, the CONSULTANT shall maintain on file with the CITY’s Risk Manager a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming the CITY as an additional insured. The CONSULTANT shall, prior to commencement of work under this Agreement, file with the CITY’s Risk Manager such certificate(s). h. The CONSULTANT shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two (2) weeks prior to the expiration of the coverages. i. The general liability and automobile policies of insurance required by this Agreement shall contain an endorsement naming the CITY, its officers, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be canceled or reduced except on thirty days’ prior written notice to the CITY. The CONSULTANT agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word “endeavor” with regard to any notice provisions.
j. The insurance provided by the CONSULTANT shall be primary to any coverage available to the CITY. Any insurance or self-insurance maintained by the CITY, its officers, employees, agents, or volunteers, shall be in excess of CONSULTANT’s insurance and shall not contribute with it. k. All insurance coverage provided pursuant to this Agreement shall not prohibit the CONSULTANT, and CONSULTANT’s employees, agents or subconsultants, from waiving the right of subrogation prior to a loss. The

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CONSULTANT hereby waives all rights of subrogation against the CITY. l. Any deductibles or self-insured retentions must be declared to and approved by the CITY. At the option of the CITY, the CONSULTANT shall either reduce or eliminate the deductibles or self-insured retentions with respect to the CITY, or the CONSULTANT shall procure a bond guaranteeing payment of losses and expenses. m. Procurement of insurance by the CONSULTANT shall not be construed as a limitation of the CONSULTANT'S liability or as full performance of CONSULTANT’s duties to indemnify, hold harmless and defend under the indemnity covenants of this Agreement.

SECTION 16. SUBCONTRACT, ASSIGNMENT OR DELEGATION.

The CONSULTANT shall not subcontract, delegate, or assign its duties or rights hereunder, either in whole or in part, without the prior written consent of the CITY.

Any proposed subcontract, delegation, or assignment shall provide a description of the services to be covered, identification of the proposed sub-consultant, delegee, or assignee, and an explanation of why and how the same was selected, including the degree of competition involved.

Any subcontract, delegation or assignment shall be made in the name of the CONSULTANT and shall not bind or purport to bind the CITY and shall not release the CONSULTANT from any obligations under this Agreement including, but not limited to, the duty to properly supervise and coordinate the work of employees, assignees, delegees or sub-consultants. No such subcontract, delegation or assignment shall result in any increase in the amount of total compensation payable to the CONSULTANT under the Agreement.

SECTION 17. NO WAIVER.

Waiver by any party hereto of any term, condition or covenant of this Agreement shall not constitute the waiver of any other term, condition, or covenant hereof.

SECTION 18. DISPUTE RESOLUTION; GOVERNING LAW.

Disputes regarding the interpretation or application of any provision(s) of this Agreement shall, to the extent reasonably feasible, be resolved through good faith negotiations between the Parties. If any action at law or in equity is brought to enforce this Agreement or because of alleged dispute, breach, default or misrepresentation in connection with the provisions of this Agreement, the prevailing party in such action shall be entitled to reasonable attorney’s fees, expert fees, costs and necessary disbursements incurred in that action or proceeding, in addition to such other relief as may be sought and awarded. The venue for any litigation shall be County of Los Angeles, California. The Parties agree that the covenants contained in this Section shall survive the expiration or termination of this Agreement.

SECTION 19. ATTORNEY’S FEES AND COSTS.

If litigation is reasonably required to enforce or interpret the provisions of this Agreement, the prevailing party in such litigation shall be entitled to an award of

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reasonable attorney's fees and costs in addition to any other relief to which it may be entitled.

SECTION 20. WARRANTIES.

Each of the parties represents and warrants to one another as follows:
a. It has received independent legal advice from its attorneys with respect to the advisability of entering into and executing this Agreement; b. In executing this Agreement, it has carefully read this Agreement, knows the contents thereof, and has relied solely on the statements expressly set forth herein and has placed no reliance whatsoever on any statement, representation, or promise of any other party, or any other person or entity, not expressly set forth herein, nor upon the failure of any other party or any other person or entity to make any statement, representation or disclosure of any matter whatsoever; and c. It is agreed that each party has the full right and authority to enter into this Agreement, and that the person executing this Agreement on behalf of either party has the full right and authority to fully commit and bind such party to the provisions of this Agreement.

SECTION 21. MISCELLANEOUS.
a. The descriptive paragraph headings of this Agreement are included for purposes of convenience only and shall not control or affect the construction of interpretation of any of its provisions.
b. Whenever the context hereof shall so require, the singular shall include the plural, the male gender shall include the female gender, and the neuter and vice versa.
c. 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 hereof and this Agreement shall be construed as if such invalid, illegal, or unenforceable provisions had never been contained herein.
d. The representations and warranties made by the parties to this Agreement shall survive the consummation of the transaction herein described. e. This Agreement may be signed in any one or more counterparts all of which taken together shall be but one and the same Agreement. Any signed copy of this Agreement or of any other document or agreement referred to herein, or copy or counterpart thereof, delivered by facsimile transmission, shall for all purposes be treated as if it were delivered containing an original manual signature of the party whose signature appears in the facsimile and shall be binding upon such party in the same manner as though an originally signed copy had been delivered. f. Each of the parties acknowledges that it has been represented by independent counsel of its own choosing, or if it has not been so represented, it has been admonished to obtain independent counsel and has freely and voluntarily waived and relinquished the right to counsel. Each party who has

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PROFESSIONAL SERVICES AGREEMENT NO. 4273

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not obtained independent counsel acknowledges that the failure to have independent legal counsel will not excuse such party’s failure to perform under this Agreement or any agreement referred to in this Agreement.

SECTION 22. NOTICE.

All notices, demands, requests or approvals to be given under this Agreement shall be given in writing and conclusively shall be deemed served when delivered via e- mail (an “Electronic Notice” as further defined below), personally or on the second (2nd) business day after the deposit thereof in the United States mail, postage prepaid, registered or certified, addressed as hereinafter provided. All notices, demands, requests, or approvals hereunder shall be given to the following addresses or such other addresses as the Parties may designate by written notice:

If to CITY: City of Montebello
Attn: Raul Alvarez, City Manager
1600 W. Beverly Boulevard
Montebello, CA 90640
(323) 887-1200
Email: [email protected]
With copy to: City of Montebello – Public Works
Attn: Cesar Roldan, Director of Public Works
1600 W. Beverly Boulevard
Montebello, CA 90640
(323) 887-1200
Email: [email protected]
To Consultant: Vertosoft, LLC
Attn: Jay Colavita, President & Founder
1602 Village Market Boulevard SE Suite 320
Leesburg, VA 20175
(703) 568-4703
Email: [email protected]
An electronic communication (“Electronic Notice”) shall be deemed written notice for purposes of this section if sent to the electronic mail address specified above.

Electronic Notice shall be deemed received at the time the party sending Electronic Notice receives verification of receipt by the receiving party. Any party receiving Electronic Notice may request and shall be entitled to receive the notice on paper, in a nonelectronic form.

SECTION 23. NON-DISCRIMINATION AND EQUAL OPPORTUNITY EMPLOYER.

In the performance of this Agreement, the CONSULTANT shall not discriminate against any employee, sub-consultant, or applicant for employment because of race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, mental condition or sexual orientation. The CONSULTANT will take affirmative action to ensure that sub- consultant and applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, religion, sex, marital status, national origin, ancestry, age, physical or mental handicap, medical condition or sexual orientation.

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PROFESSIONAL SERVICES AGREEMENT NO. 4273

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SECTION 24. CONFLICT OF INTEREST.

The CONSULTANT covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the services to be performed by the CONSULTANT under this Agreement, or which would conflict in any manner with the performance of its services hereunder. The CONSULTANT further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, the CONSULTANT shall avoid the appearance of having any interest that would conflict in any manner with the performance of its services pursuant to this Agreement.

The CONSULTANT covenants not to give or receive any compensation, monetary or otherwise, to or from the ultimate vendor(s) of services to the CITY as a result of the performance of this Agreement, or the services that may be procured by the CITY as a result of the recommendations made by the CONSULTANT. The CONSULTANT's covenant under this section shall survive the termination of this Agreement.

SECTION 25. ENTIRE AGREEMENT.

This Agreement contains the entire understanding between the CITY and the CONSULTANT. Any prior agreements, promises, negotiations or representations not expressly set forth herein are of no force or effect. Subsequent modifications to this Agreement shall be effective only if in writing and signed by each party. If any term, condition, or covenant of this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions of this Agreement shall be valid and binding.
[SIGNATURE PAGE TO FOLLOW]

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PROFESSIONAL SERVICES AGREEMENT NO. 4273

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IN WITNESS WHEREOF, the parties, through their respective authorized representatives, have executed this Agreement as of the date first written above. (“CITY”) (“CONSULTANT”)

CITY OF MONTEBELLO VERTOSOFT, LLC
Raul Alvarez, City Manager Jay Colavita, President & Founder ATTEST:

Christopher Jimenez, City Clerk
APPROVED AS TO FORM:

Arnold M. Alvarez-Glasman, City Attorney
EXHIBITS:
•Exhibit A – Contractor’s Proposal
•Exhibit B – Schedule of Compensation
•Exhibit C – OpenGov (Vertosoft Software Reseller) End User License Agreement

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EXHIBIT “A”

REQUEST FOR PROPOSAL (RFP) FOR
Software Products and Services

SOLICITATION NUMBER
07-23

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NOTICE TO RESPONDENT:

Submittal Deadline:

Thursday, March 23rd, 2023 2:00pm CT
Questions regarding this solicitation must be submitted to [email protected] no later than March 16th, 2023. All questions and answers will be posted to http://www.ncpa.us/solicitations.

It is the intention of Region 14 Education Service Center (herein “Region 14 ESC”) to establish a Master Agreement for Software Products and Services for use by Region 14 ESC and other public agencies supported under this contract. This Request for Proposal is issued on behalf of the National Cooperative Purchasing Alliance through a public agency clause, which provides that any county, city, special district, local government, school district, private K-12 school, higher education institution, state, other government agency, healthcare organization or nonprofit organization may purchase Products and Services through this contract. Respondents will be required to execute the NCPA Administration Agreement upon award.

This contract will allow agencies to purchase on an “as needed” basis from a competitively awarded contract. Respondents are requested to submit their total line of available products and services. While this solicitation specifically covers Software Products and Services, respondents are encouraged to submit an offering on any or and all products and services available that they currently perform in their normal course of business.

Responses shall be received electronically no later than the submittal deadline via our online Bonfire portal at ncpa.bonfirehub.com
Immediately following the deadline, all responses will be publicly opened and the respondents recorded. Any response received later than the specified deadline will be disqualified.

Responses will remain sealed by our online Bonfire portal until the bid opening time specified.

Responses received outside our online Bonfire portal will not be accepted. Sealed responses may be submitted on any or all items, unless stated otherwise.

Proposal may be rejected for failure to comply with the requirements set forth in this invitation.

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Region 14 ESC, as the lead public agency, has partnered with NCPA to make the resultant contract available to all participating agencies in the United States. NCPA provides marketing and administrative support for the awarded vendor that promotes the successful vendor’s products and services to Public Agencies nationwide. The Vendor will execute the NCPA Administration Agreement (Tab 2) upon award. Vendor should thoroughly review all documents and note any exceptions to NCPA terms and conditions in their proposal.

Awarded vendor(s) shall perform covered product or services under the terms of this agreement. Respondents shall provide pricing based on a discount from their standard pricing schedules for products and/or services offered. Electronic Catalog and/or price lists must accompany the proposal. Multiple percentage discount structure is also acceptable. Please specify where different percentage discounts apply. Additional pricing and/or discounts may be included.

Each product or service proposed is to be priced separately with all ineligible items identified.

Services may be awarded to multiple vendors. Respondents may elect to limit their proposals to a single product or service within any category, or multiple products or services within any and all categories.

The National Cooperative Purchasing Alliance (herein “NCPA”) assists public agencies to increase their efficiency and reduce their costs when procuring goods and services. This is accomplished by awarding competitively solicited contracts that are leveraged nationally by combining the volumes and purchasing power of entities nationwide. Our contracts are available for use by any entity that complies with procurement laws and regulations.

It is the intention of Region 14 ESC and NCPA to achieve the following objectives through this RFP.
•Provide a comprehensive competitively solicited Master Agreement offering Products and Services to Public Agencies;
•Achieve cost savings of Vendors and Public Agencies through a single competitive solicitation process that eliminates the need for multiple proposals; •Combine the purchasing power of Public Agencies to achieve cost effective pricing; •Reduce the administrative and overhead costs of Vendors and Public Agencies through state of the art purchasing procedures.

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Public Bid Opening
The public bid opening will be held via Zoom meeting. Interested parties who wish to attend the bid opening should email [email protected] by 4:00 pm the day before the bid opening date to receive an invitation.

Required Proposal Format
Responses shall be provided electronically via our online Bonfire portal. Tabs should be used to separate the proposal into sections, as identified below. Respondents failing to organize in the manner listed may be considered non-responsive and may not be evaluated. It’s recommended that all tabs, with the exception of Tab 7 (Pricing), be submitted in Portable Document Format (PDF). Please note pricing can be submitted separately in a alternate format (e.g. xlsx, xls, csv).

Tabs
Tab 1 – Master Agreement / Signature Form
Tab 2 – NCPA Administration Agreement
Tab 3 – Vendor Questionnaire
Tab 4 – Vendor Profile
Tab 5 – Products and Services / Scope
Tab 6 – References
Tab 7 – Pricing
Tab 8 – Value Added Products and Services
Tab 9 – Required Documents

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TAB 1

MASTER AGREEMENT - GENERAL TERMS AND CONDITIONS
Customer Support
The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request.

Disclosures
Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract.

The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract.

Renewal of Contract
Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to two (2) additional one-year terms or any combination of time equally not more than 2 years if agreed to by Region 14 ESC and the vendor.

Funding Out Clause
Any/all contracts exceeding one (1) year shall include a standard “funding out” clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity’s current revenue only, provided the contract contains either or both of the following provisions:

Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract.

Shipments (if applicable)
The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable.

Tax Exempt Status
Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor.

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Adding Authorized Distributors/Dealers
Awarded vendors may submit a list of distributors/partners/resellers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized.

Purchase orders and payment can only be made to awarded vendor or distributors/ business partners/resellers previously approved by NCPA.

Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder.

All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA.

Pricing
All pricing submitted shall include the administrative fee to be remitted to NCPA by the awarded vendor. It is the awarded vendor’s responsibility to keep all pricing up to date and on file with NCPA.

All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing
Warranty
Proposal should address the following warranty information:
•Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period.
•Availability of replacement parts
•Life expectancy of equipment under normal use
•Detailed information as to proposed return policy on all equipment Products: Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects Construction: Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided.

Safety
Vendors performing services shall comply with occupational safety and health rules and regulations. Also all vendors and subcontractors shall be held responsible for the safety of their employees and any conditions that may cause injury or damage to persons or property.

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Permits
Since this is a national contract, knowing the permit laws in each state is the sole responsibility of the vendor.

Indemnity
The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract.

Franchise Tax
The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes.

Supplemental Agreements
The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor.

Certificates of Insurance
Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified.

Legal Obligations
It is the Respondent’s responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein.

Protest
A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following:
•Name, address and telephone number of protester
•Original signature of protester or its representative
•Identification of the solicitation by RFP number
•Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested

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Any protest review and action shall be considered final with no further formalities being considered.

Force Majeure
If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch.

The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders and regulation of any kind of government of the United States or any civil or military authority; insurrections; riots; epidemics; pandemic; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty Prevailing Wage
It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly.

Termination
Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order.

Open Records Policy
Because Region 14 ESC is a governmental entity responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page-by-page and line-by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s).

The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient

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information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG.

Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor.

Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information.

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Contract Administration
The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC.

Contract Term
The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to two (2) additional one-year terms or any combination of time equally not more than 2 years.

It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract.

Contract Waiver
Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract.

Price Increases
Should it become necessary, price increase requests may be submitted at any point during the term of the contract by written amendment. Included with the request must be documentation and/or formal cost justification for these changes. Requests will be formally reviewed, and if justified, the amendment will be approved.

Products and Services Additions
New Products and/or Services may be added to the resulting contract at any time during the term by written amendment, to the extent that those products and/or services are within the scope of this RFP.

Competitive Range
It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration.

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Estimated Quantities
While no minimum volume is guaranteed, the estimated (but not limited to) annual volume for Products and Services purchased under the proposed Master Agreement is $150 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program.

Evaluation
Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices.

NCPA will assist the lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance.

Formation of Contract
A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. Contract award letter issued by Region 14 ESC is the counter-signature document establishing acceptance of the contract.

NCPA Administrative Agreement
The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort.

Clarifications/Discussions
Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent’s whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent’s are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents’ proposals or prices.

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Past Performance
Past performance is relevant information regarding a vendor’s actions under previously awarded contracts; including the administrative aspects of performance; the vendor’s history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the vendor’s businesslike concern for the interests of the customer.

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Ability to Provide and Perform the Required Services for the Contract (25 points) •Product Delivery within participating entities specified parameters •Number of line items delivered complete within the normal delivery time as a percentage of line items ordered.
•Vendor’s ability to perform towards above requirements and desired specifications. •Past Cooperative Program Performance
•Quantity of line items available that are commonly purchased by the entity. •Quality of line items available compared to normal participating entity standards.

References and Experience (20 points)
•A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years
•Respondent Reputation in marketplace
•Past Experience working with public sector.
•Exhibited understanding of cooperative purchasing
Value Added Products/Services Description, (8 points)
•Additional Products/Services related to the scope of RFP •Marketing and Training
•Minority and Women Business Enterprise (MWBE) and (HUB) Participation •Customer Service
Technology for Supporting the Program (7 points)
•Electronic on-line catalog, order entry use by and suitability for the entity’s needs •Quality of vendor’s on-line resources for NCPA members. •Specifications and features offered by respondent’s products and/or services

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Prices are guaranteed: 120 days
Company Name
Address
City State Zip
Telephone Number Fax Number
Email Address
Printed Name Position
Authorized Signature

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TAB 2

NCPA ADMINISTRATION AGREEMENT
This Administration Agreement is made as of , by and
between National Cooperative Purchasing Alliance (“NCPA”) and (“Vendor”).

Recitals
WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated , referenced as Contract Number , by
and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the “Master Agreement”), for the purchase of Software Products and Services;
WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as “public agency” or collectively, “public agencies”) may purchase products and services at the prices indicated in the Master Agreement;
WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies;
WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA
WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement;
WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows:

General Terms and Conditions
•The Master Agreement, attached hereto as Exhibit 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Administration Agreement except as expressly changed or modified by this Administration Agreement.
•NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Administration Agreement including, but not limited to, Contractor’s obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC.

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•Contractor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. •NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Contractor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement.
•With respect to any purchases made by Region 14 ESC or any Participating Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, re- marketer, representative, partner, or agent of any type of Contractor, Region 14 ESC, or such Participating Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region 14 ESC, any Participating Agency or any employee of Region 14 ESC or Participating Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Participating Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Participating Agency, or any employee of Region 14 ESC or Participating Agency under this Administration Agreement or the Master Agreement. •With respect to any supplemental agreement entered into between a Participating Agency and Contractor pursuant to the Master Agreement, NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. •This Administration Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with respect to the subject matter hereof, and no other agreement, statement, or promise relating to the subject matter of this Administrative Agreement which is not contained herein shall be valid or binding. •Contractor agrees to allow NCPA to use their name and logo within website, marketing materials and advertisement. Any use of NCPA name and logo or any form of publicity regarding this Administration Agreement or the Master Agreement by Contractor must have prior approval from NCPA.
•If any action at law or in equity is brought to enforce or interpret the provisions of this Administration Agreement or to recover any administrative fee and accrued interest, the prevailing party shall be entitled to reasonable attorney’s fees and costs in addition to any other relief to which such party may be entitled.
•Neither this Administration Agreement nor any rights or obligations hereunder shall be assignable by Contractor without prior written consent of NCPA, provided, however, that the Contractor may, without such written consent, assign this Administration Agreement and its rights and delegate its obligations hereunder in connection with the transfer or sale of all or substantially all of its assets or business related to this Administration Agreement, or in the event of its merger, consolidation, change in control or similar transaction. Any permitted assignee shall assume all assigned obligations of its assignor under this Administration Agreement.
•This Administration Agreement and NCPA’s rights and obligations hereunder may be assigned at NCPA’s sole discretion, to an existing or newly established legal entity that has the authority and capacity to perform NCPA’s obligations hereunder.

Term of Agreement
This Agreement shall be in effect so long as the Master Agreement remains in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the

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termination of this Agreement and all indemnifications afforded by Vendor to NCPA shall survive the term of this Agreement.

Fees and Reporting
The awarded vendor shall electronically provide NCPA with a detailed quarterly report showing the dollar volume of all sales under the contract for the previous quarter. Reports are due on the fifteenth (15th) day after the close of the previous quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating members and submit one (1) report. The report shall include at least the following information as listed in the example below:

Entity Name Zip Code State PO or Job # Sale Amount
Total
Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor’s annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides.

Annual Sales Through Contract Administrative Fee
0 - $30,000,000 2%
$30,000,001 - $50,000,000 1.5%
$50,000,001+ 1%
Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC reserve the right to audit the accounting for a period of four (4) years from the date NCPA receives the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA. In the event such audit reveals an under reporting of Contract Sales and a resulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment, together with interest on such amount and shall be obligated to reimburse NCPA’s costs and expenses for such audit.

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ACKNOWLEDGMENT OF CONTRACTOR REQUIREMENTS
National Cooperative Purchasing Alliance
Organization Vendor Name
Name Name
Title Title
Address Address
Address Address
Signature Signature
Date Date

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TAB 3

VENDOR QUESTIONAIRE
Please provide responses to the following questions that address your company’s operations, organization, structure, and processes for providing products and services.

Locations Covered
•Bidder must indicate any and all locations where products and services can be offered. •Please indicate the price co-efficient for each location if it varies.

All 50 States & District of Columbia
(Selecting this box is equal to checking all boxes below) Alabama Illinois Montana Rhode Island
Alaska Indiana Nebraska South Carolina
Arizona Iowa Nevada South Dakota
Arkansas Kansas New Hampshire Tennessee
California Massachusetts New Jersey Texas
Colorado Michigan New Mexico Utah
Connecticut Minnesota New York Vermont
Delaware Mississippi North Carolina Virginia
D.C. Missouri North Dakota Washington
Florida Kentucky Ohio West Virginia
Georgia Louisiana Oklahoma Wisconsin
Hawaii Maine Oregon Wyoming
Idaho Maryland Pennsylvania
All U.S. Territories and Outlying Areas
(Selecting this box is equal to checking all boxes below) American Samoa Northern Marina Island
Federated States of Micronesia Puerto Rico
Guam U.S. Virgin Islands

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Yes Maybe No
If awarded a Master Agreement, will your company extend the terms offered in your Proposal to private sector customers?
Yes Maybe No
Minority and Women Business Enterprise (MWBE) and (HUB) Participation It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services. Respondents shall indicate below whether or not they are an M/WBE or HUB certified.

Minority/Women Business Enterprise Historically Underutilized Business Respondent Certifies that this firm Respondent Certifies that this firm is a a Minority / Women Business Enterprise Historically Underutilized Business Small Business, MWBE and HUB Growth
If Proposer is a Large, National or Multinational Organization/Corporation, what programs are in place that partners or supports the growth of small and MWEB and HUB business? If yes, please describe.

N/A, we are a recognized small, MWEB or HUB organization No, we do not have any programs in place.

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Yes, we have programs in place.

Residency
Responding Company’s principal place of business is in the city of , State of .

Felony Conviction Notice
Please Check Applicable Box (If the 3rd box is checked, a detailed explanation of the names and convictions must be attached):

A publicly held corporation; therefore, this reporting requirement is not applicable.

Is not owned or operated by anyone who has been convicted of a felony.

Is owned or operated by the following individual(s) who has/have been convicted of a felony Distribution Channel
Which best describes your company’s position in the distribution channel:

Manufacturer Direct Certified education/government reseller Authorized Distributor Manufacturer marketing through reseller Value-added reseller Other:

Processing Contact Information
Contact Person
Title
Company
Address
City/State/Zip
Phone
Email
Pricing Information
In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions.

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Yes No
Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer.

Yes No
Cooperatives
List any other cooperative or state contracts currently held or in the process of securing.

Cooperative/State Agency Discount
Offered
Expires Annual Sales
Volume

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TAB 4

VENDOR PROFILE
Please provide the following information about your company:
•Company’s official registered name.
•Brief history of your company, including the year it was established. •Company’s Dun & Bradstreet (D&B) number.
•Company’s organizational chart of those individuals that would be involved in the contract.
•Corporate office location.
oList the number of sales and services offices for states being bid in solicitation. oList the names of key contacts at each with title, address, phone and e-mail address.
•Define your standard terms of payment.
•Who is your competition in the marketplace?
•Provide Annual Sales for last 3 years broken out into the following categories:
oCities / Counties
oK-12
oHigher Education
oOther government agencies or nonprofit organizations
•Provide the revenue that your organization anticipates each year for the first three (3) years of this agreement.
$ in year one
$ in year two
$ in year three
•What differentiates your company from competitors?
•Describe how your company will market this contract if awarded. •Describe how you intend to introduce NCPA to your company. •Describe your firm’s capabilities and functionality of your on-line catalog / ordering website.
•Describe your company’s Customer Service Department (hours of operation, number of service centers, etc.)
•Green Initiatives (if applicable)

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oAs our business grows, we want to make sure we minimize our impact on the Earth’s climate. We are taking every step we can to implement innovative and responsible environmental practices throughout NCPA to reduce our carbon footprint, reduce waste, energy conservation, ensure efficient computing and much more. To that effort we ask respondents to provide their companies environmental policy and/or green initiative.
•Anti-Discrimination Policy (if applicable)
oDescribe your organizations’ anti-discrimination policy. •Vendor Certifications (if applicable)
oProvide a copy of all current licenses, registrations and certifications issued by federal, state and local agencies, and any other licenses, registrations or certifications from any other governmental entity with jurisdiction, allowing respondent to perform the covered services including, but not limited to, licenses, registrations, or certifications. Certifications can include M/WBE, HUB, and manufacturer certifications for sales and service.

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TAB 5

PRODUCTS AND SERVICES
Respondent shall perform and provide these products and/or services under the terms of this agreement. The supplier shall assist the end user with making a determination of their individual needs.

Warranty
Proposal should address the following warranty information:
•Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period.
•Availability of replacement parts
•Life expectancy of equipment under normal use
•Detailed information as to proposed return policy on all equipment Products
•Vendor shall provide equipment, materials and products that are new unless otherwise specified, of good quality and free of defects
Construction
•Vendor shall perform services in a good and workmanlike manner and in accordance with industry standards for the service provided.

The following is a list of suggested (but not limited to) Software Products and Services categories. List all categories along with manufacturer that you are responding with:

Software Portfolio Management
Commercial off-the-shelf or commercially available off-the-shelf (COTS) System Software:
•Software for desktop computers, laptops, and tablets
•Software for smartphones
Application Software:
•Database Software
•Word Processing Software
•Spreadsheet Software
•Presentation Software
•Multimedia Software
•Enterprise Software

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oCustomer Relationship Management (CRM) software
oProject Management tools
oMarketing Automation tools
oEnterprise Resource Planning (ERP) software
oTreasury Management System (TMS) software
oBusiness Intelligence (BI) software
•Information Worker Software:
oDocumentation tools
oResource Management tools
•Communication Software
•Educational Software
•Simulation Software: Flight and scientific simulators
•Content Access Software
•Application Suites
•Software for Engineering and Product Development
•Email Software
Database Software
Driver Software
•Graphic Cards, Network Cards, Peripherals
Security Software
Programming Software
Software as a Service applications
Industrial Automation Software
Game engines
Software Procurement Services
Software Asset Management & Compliance
Firmware
Test Prep Services
Training
Implementation Services
Integration Services

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TAB 6

REFERENCES
Provide at least ten (10) customer references for products and/or services of similar scope dating within the past three (3) years. Please provide a range of references across all eligible government entity groups including K-12, higher education, city, county, or non-profit entities.

All references should include the following information from the entity:
•Entity Name
•Contact Name and Title
•City and State
•Phone
•Email
•Years Serviced
•Description of Services
•Annual Volume
NCPA also accepts Procurated review scores to evaluate relationships with their customers.

Vendors without a current Procurated score will be rated based solely on the references provided, and will not be penalized for lack of Procurated scoring. To find out your company’s Procurated score please go to https://www.procurated.com.

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TAB 7

PRICING
Please submit price list electronically via our online Bonfire portal (pricing can be submitted as Discount off MSRP, cost plus, etc). Products, services, warranties, etc. should be included in price list. Prices submitted will be used to establish the extent of a respondent’s products and services (Tab 5) that are available and also establish pricing per item.

Price lists must contain the following:
•Product name and part number (include both manufacturer part number and respondent part number if different from manufacturers).
•Description
•Vendor’s List Price
•Percent Discount to NCPA participating entities
Not To Exceed Pricing
•NCPA requests pricing be submitted as “not to exceed pricing” for any participating entity.
•The awarded vendor can adjust submitted pricing lower but cannot exceed original pricing submitted for solicitation.
•NCPA requests that vendor honor lower pricing for similar size and scope purchases to other members.

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TAB 8

VALUE ADDED PRODUCTS AND SERVICES
Include any additional products and/or services available that vendor currently performs in their normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities.

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TAB 9

REQUIRED DOCUMENTS
•Federal Funds Certifications
•Clean Air and Water Act & Debarment Notice
•Contractors Requirements
•Required Clauses for Federal Assistance by FTA
•Federal Required Signatures
•Antitrust Certification Statements Texas Government Code § 2155.005 •State Notice Addendum

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FEDERAL FUNDS CERTIFICATIONS
Participating Agencies may elect to use federal funds to purchase under the Master Agreement.

The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting from this procurement process.

APPENDIX II TO 2 CFR PART 200
(A) Contracts for more than the simplified acquisition threshold currently set at $250,000, 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. •Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency and Offeror reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party.
(B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000)
•Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” 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 CFR 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.”
•Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein.
(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

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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. •Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for construction or repair, offeror will be in compliance with all applicable Davis-Bacon Act provisions •Any Participating Agency will include any current and applicable prevailing wage determination in each issued solicitation and provide Offeror with any required documentation and/or forms that must be completed by Offeror to remain in compliance the applicable Davis-Bacon Act provisions.
(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 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. •Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this procurement process. (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.

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Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).
•Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above
(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 government wide 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. •Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency, the offeror will notify the Participating Agency
(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.
•Pursuant to Federal Rule (I) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the

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RECORD RETENTION REQUIREMENTS FOR CONTRACTS

CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY

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CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS
Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions.

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CLEAN AIR AND WATER ACT AND DEBARMENT NOTICE
By the signature below (Under Federal Required Signatures), I, the Vendor, am in compliance with all applicable standards, orders or regulations issued pursuant to the Clean Air Act of 1970, as Amended (42 U.S. C. 1857 (h), Section 508 of the Clean Water Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15 as required under OMB Circular A-102, Attachment O, Paragraph 14 (1) regarding reporting violations to the grantor agency and to the United States Environment Protection Agency Assistant Administrator for the Enforcement.

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Contractor shall comply with governing board policy of the NCPA Participating entities in which work is being performed.

The offeror shall comply with fingerprinting requirements in accordance with appropriate statutes in the state in which the work is being performed unless otherwise exempted.

Contractor shall comply with governing board policy in the school district or Participating Entity in which work is being performed.

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REQUIRED CLAUSES FOR FEDERAL ASSISTANCE

PROVIDED BY FTA

ACCESS TO RECORDS AND REPORTS
Contractor agrees to:
a) Maintain all non-financial books, records, accounts and reports required under this Contract for a period of not less than two (2) years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until the FTA Administrator, the U.S. DOT Office of the Inspector General, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto.
b) Permit any of the foregoing parties to inspect all non-financial work, materials, and other data and records that pertain to the Project, and to audit the non-financial books, records, and accounts that pertain to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination. The right of access detailed in this section continues only as long as the records are retained.

FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts.

CIVIL RIGHTS / TITLE VI REQUIREMENTS
1) Non-discrimination. In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. § 5332, Contractor or subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, marital status age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other applicable implementing requirements FTA may issue that are flowed to Contractor from Awarding Participating Agency.
2) Equal Employment Opportunity. The following Equal Employment Opportunity requirements apply to this Contract:
a. Race, Color, Creed, National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable Equal Employment Opportunity requirements of U.S. Dept. of Labor regulations, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, 41 CFR, Parts 60 et seq., and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may affect construction activities undertaken in the course of this Project. Contractor agrees

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Contractor agrees that it will comply with the requirements of the Equal Employment Opportunity Commission (EEOC), “Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act,” 29 CFR, Part 1630, pertaining to employment of persons with disabilities and with their responsibilities under Titles I through V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions. d. Segregated Facilities. Contractor certifies that their company does not and will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not and will not permit their employees to perform their services at any location under the Contractor’s control where segregated facilities are maintained. As used in this certification the term “segregated facilities” means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin because of habit, local custom, or otherwise. Contractor agrees that a breach of this certification will be a violation of this Civil Rights clause.
3) Solicitations for Subcontracts, Including Procurements of Materials and Equipment.

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DISADVANTAGED BUSINESS PARTICIPATION
This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, “Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs”, therefore, it is the policy of the Department of Transportation (DOT) to ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in the performance of DOT-assisted contracts. 1) Non-Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract.

Contractor shall carry out all applicable requirements of 49 CFR Part 26 in the award and administration of DOT-assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)). 2) Prompt Payment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor’s receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor’s work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non-DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of public agency. 3) DBE Program. In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract. Contractor agrees to use good faith efforts to carry out a policy in the award of its subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract.

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FEDERAL CHANGES
Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, listed directly or by reference in the Contract between Public Agency and the FTA, and those applicable regulatory and procedural updates that are communicated to Contractor by Public Agency, as they may be amended or promulgated from time to time during the term of this contract. Contractor’s failure to so comply shall constitute a material breach of this Contract.

INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The provisions include, in part, certain Standard Terms and Conditions required by the U.S.

Department of Transportation (DOT), whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by the DOT and applicable to the scope of a particular Contract awarded to Contractor by a Public Agency as a result of solicitation, as set forth in the most current FTA Circular 4220.1F, published February 8th, 2016, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. Contractor agrees not to knowingly perform any act, knowingly fail to perform any act, or refuse to comply with any reasonable public agency requests that would directly cause public agency to be in violation of the FTA terms and conditions.

NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES
Agency and Contractor acknowledge and agree that, absent the Federal Government’s express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract.

PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS
Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil Remedies,” 49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms, to the best of its knowledge, the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me

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made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed.

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Offeror
Address
City/State/Zip
Authorized Signature
Date

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Company Name
Address
City/State/Zip
Telephone Number
Fax Number
Email Address
Printed Name
Title
Authorized Signature

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STATE NOTICE ADDENDUM
The National Cooperative Purchasing Alliance (NCPA), on behalf of NCPA and its current and potential participants to include all county, city, special district, local government, school district, private K-12 school, higher education institution, state, tribal government, other government agency, healthcare organization, nonprofit organization and all other Public Agencies located nationally in all fifty states, issues this Request for Proposal (RFP) to result in a national contract.

For your reference, the links below include some, but not all, of the entities included in this proposal:
http://www.usa.gov/Agencies/State_and_Territories.shtml https://www.usa.gov/local-governments

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Page 1 of 2 ends

EXHIBIT “B”
1602 Village Market Blvd SE, Suite 320
Leesburg, VA20175 USA
Cage Code: 7QV38
UEI Number Y7D5MXRU2839
DUNS# 080431574
Federal Tax ID: 81-3911287
Business Size: Small Business
Date: 1/23/2025, 5:48 PM
Phone: 571 707-4130
Fax: 571-291-4119
Email: [email protected]
Vertosoft Contact: Carly Moore
Phone: (540) 998-8361
Email: [email protected]
OpenGov Quote for City of Montebello, CA
Contract: NCPA - OMNIA 01-165
Quote #: Q-09826
Expires On: 2/17/2025
Ship To
City of Montebello, CA
Michael Solorza
[email protected]
Quote For:

Name: Michael Solorza
Company: City of Montebello, CA
Email: [email protected]
Phone:

PAYMENT TERMS DELIVERY METHOD PAYMENT METHOD VERTOSOFT CUST ID SUPPLIER REF # Net 30 Electronic Check/ACH/Credit Card
Group1
PART # DESCRIPTION START
DATE
END
DATE

QTY UNIT
PRICE

EXTENDED

OG-SWCI-
B200300M-AR-3Y
Citizen Services — Unlimited Service Areas -
Between $200-300 Million - 3Y
2/15/2025 2/14/2026 1.00 $101,930.00 $101,930.00

OG-PSBG-
B200300M-OT-0Y
Professional Services Deployment - Prepaid -
Between $200-300 Million - 0Y- PER SOW below
2/15/2025 2/14/2026 434.00 $200.00 $86,800.00
Group1 TOTAL: $188,730.00
Payment 1: due NET 30 from
date of award

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Page 2 of 2 ends

Group2
PART # DESCRIPTION START
DATE
END
DATE

QTY UNIT
PRICE

EXTENDED

OG-SWCI-
B200300M-AR-3Y
Citizen Services — Unlimited Service Areas -
Between $200-300 Million - 3Y
2/15/2026 2/14/2027 1.00 $107,026.51 $107,026.51
Group2 TOTAL: $107,026.51
Group3
Payment 2: due due on or
before 02/15/2026
PART # DESCRIPTION START
DATE
END
DATE

QTY UNIT
PRICE

EXTENDED

OG-SWCI-
B200300M-AR-3Y
Citizen Services — Unlimited Service Areas -
Between $200-300 Million - 3Y
2/15/2027 2/14/2028 1.00 $112,377.83 $112,377.83
Group3 TOTAL: $112,377.83
Payment 3: due due on or
before 02/15/2027
Quote Terms
By purchasing the products and services described in this order form, the Customer is expressly agreeing to the End User Agreement published at https://www.vertosoft.com/terms-and-conditions-opengov Taxes: Sales tax shall be added at the time of an invoice, unless a copy of a valid tax exemption or resale certificate is provided.

Credit Card Orders: Additional fees may apply if paying by credit card.

All Purchase Orders must include: End User Name, Phone Number, Email Address, Purchase Order Number, Government Contract Number or Our Quote Number, Bill-To and Ship-To Address (Cannot ship to a PO Box), Period of Performance (if applicable), and a Signature of a duly Authorized Representative.

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PS-06657.2
1 Statement of Work
City of Montebello, CA
Creation Date: 8/15/2024
SoW Expiration Date: 1/29/2025
Document Number: PS-06657.2
Created by: Dean Simpson

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PS-06657.2
2 Table of Contents
OpenGov Statement of Work 4

1. Project Scope 4

2. Adjustments to the Project Scope, Estimated Schedule, Charges and other Terms 4

3. Project Delivery 4

4. Project Understanding 4

5. OpenGov Responsibilities 5

6. Project Tracking and Reporting 5

7. Communication and Escalation Procedure 6

8. Opengov Implementation Methodology 6

8.1. Initiate 7

8.2. Validate 7

8.3. Conﬁgure 7

8.5. Launch 7
9 . Customer Responsibilities 8

10. Customer’s Project Manager 8

11. Acceptance Procedure 8

12. Estimated Schedule 9

13. Illustrative Project Timelines 9

14. Change Order Process 10
Exhibit 1: Implementation Activities 11
Permitting & Licensing 11
Initiate 11
Validate 11
Conﬁgure 12
Train 15
Launch 16
Exhibit 2: Technical Requirements 17
Permitting & Licensing Technical Requirements 17

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PS-06657.2
3 OpenGov Statement of Work
This Statement of Work (“SOW”) identiﬁes services that OpenGov will perform for City of Montebello, CA (“Customer”) pursuant to the order for OpenGov Professional Services. This SOW may not be modiﬁed or amended except in a written agreement signed by a duly authorized representative of each party. The OpenGov Responsibilities section of this document can be found in Exhibit 1: Implementation Activities. Any additional services or support not detailed in Exhibit 1 will be considered out of scope.

1. Project Scope
Under this project, OpenGov will deliver cloud based solutions (detailed list in “Exhibit 1”). OpenGov's estimated charges and schedule are based on performance of the activities listed in the “OpenGov Responsibilities” section below. Deviations that arise during the project will be managed through the procedure described in Section 14.

2. Adjustments to the Project Scope, Estimated Schedule, Charges and other Terms Adjustments to the deliverables in Exhibit 1 may include charges on a time-and-materials or ﬁxed-fee basis using OpenGov’s standard rates.

3. Project Delivery

3.1.OpenGov will perform the work under this SOW remotely unless explicitly identiﬁed below.

3.1.1.OpenGov will provide one (1) onsite trip for project-related activity which OpenGov determines would be best performed at the Customer’s facility.

Customer’s facility must contain a conference room to accommodate the number of attendees, non-public wiﬁ connection, and AV equipment for projecting OpenGov software on a screen visible to all participants.

3.1.2.The Customer is responsible for paying travel expenses as incurred on a quarterly basis. It is estimated that the travel expenses will not exceed $2,600.

Written approval is required for any expenses above the estimate.

3.2. OpenGov will use personnel and resources located across the United States, and may also include OpenGov-trained implementation partners to support the delivery of services.

4. Project Understanding

4.1.Deviations that arise during the proposed project will be managed through the Change Order Process (as deﬁned in Section 14) , and may result in adjustments to the Project Scope, Estimated Schedule, Charges, and/or other terms.

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PS-06657.2
4 4.2.The OpenGov Suites are not customized beyond current capacities based on the latest release of the software. Implementation of any custom modiﬁcation or integration developed by OpenGov; Customer internal staff; or any third-party is not included in the scope of this project unless speciﬁcally listed in Exhibit 1.

4.3.Customer is responsible for providing appropriate time and resources to the project to meet deliverables as outlined in the project plan.

4.4. Data conversion services from other software system(s) or sources are not included in the scope of this project unless speciﬁcally listed in Exhibit 1.

5. OpenGov Responsibilities

5.1.OpenGov will provide project management for the OpenGov responsibilities in this SOW. This provides direction to OpenGov project personnel and a shared framework for project planning, communications, reporting, procedural and contractual activity.

5.2.OpenGov will review the Project Plan with Customer’s Project Manager and key stakeholders to ensure alignment on agreed upon timelines.

5.3.OpenGov will maintain project communications through Customer’s Project Manager.

5.4.OpenGov will establish documentation and procedural standards for deliverable materials.

5.5.OpenGov will assist Customer’s Project Manager to prepare and maintain the Project Plan for the performance of this SOW which will include the activities, tasks, assignments, and project milestones identiﬁed in Exhibit 1.

6. Project Tracking and Reporting

6.1.OpenGov will review project tasks, schedules, and resources and make changes or additions, as appropriate. OpenGov will measure and evaluate progress against the Project Plan with Customer's Project Manager.

6.2.OpenGov will work with Customer’s Project Manager to address and resolve deviations from the Project Plan.

6.3.OpenGov will conduct regularly scheduled project status meetings.

6.4.OpenGov will administer the Change Order Process with the Customer's Project Manager.

6.5.Deliverable Materials:

6.5.1.Weekly status reports

6.5.2.Project Plan

6.5.3.Project Charter, deﬁning project plan and Go-live date

6.5.4.Risk, Action, Issues and Decisions Register (RAID)

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PS-06657.2
5 6.6.Deliverable Sign-Off: OpenGov requests Sign-Offs at various deliverables during the implementation of the project. Once the Customer has signed-off on a deliverable, any additional changes requested by Customer on that deliverable will require a paid change order for additional hours for OpenGov to complete the requested changes.

7. Communication and Escalation Procedure

7.1.Active engagement throughout the implementation process is the foundation of a successful deployment. To help assess progress, address questions, and minimize risk during the course of deployment, both parties agree to the following:

7.1.1.Regular communication aligned to the agreed upon Project Plan and timing.

7.1.2.OpenGov expects our customers to raise questions or concerns as soon as they arise. OpenGov will do the same, in order to be able to address items when known.

7.2.Executive involvement

7.2.1.Executives may be called upon to clarify expectations and/or resolve confusion.

7.2.2.Executives may be needed to steer strategic items to maximize the value through the deployment.

7.3.Escalation Process

7.3.1.Identiﬁcation of an issue impeding deployment progres or, outcome, that is not acceptable.

7.3.2.Customer or OpenGov Project Manager summarizes the problem statement and impasse.

7.3.3.Customer and OpenGov Project Managers jointly outline solution acceptance and OpenGov Project Manager will schedule an Executive Review Meeting, if necessary.

7.3.4.Resolution will be documented and signed off.

8. Opengov Implementation Methodology
Every OpenGov implementation will contain a structured methodology to properly plan and collaborate. The methodology consists of the following phases:

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PS-06657.2
6 ●Initiate
●Validate
●Conﬁgure
●Train
●Launch

8.1.Initiate

8.1.1.OpenGov will provide customer entity conﬁguration.

8.1.2.OpenGov will provide system administrators creation.

8.1.3.This activity is complete when Customer has access to their site.

8.1.4.Customer will sign-off on product access to complete the Initiate Phase of the project.

8.2.Validate

8.2.1.OpenGov will create a Solution Blueprint.

8.2.2.OpenGov will conﬁrm the Data Validation strategy.

8.2.3.This activity is complete when the Solution Blueprint is presented to Customer.

8.2.4.Customer will Sign-off on Initial Draft Solution Blueprint to complete the Validate Phase of the project.

8.3.Conﬁgure

8.3.1.OpenGov will conﬁgure the deliverables outlined in Exhibit 1.

8.3.2.This activity is complete when all deliverables in Exhibit 1 are conﬁgured.

8.3.3.Customer will provide Sign-off that all conﬁguration deliverables have been completed and accepted. OpenGov will provide status and intermediate completion milestones as the project progresses to fully conﬁgured.

8.4.Train

8.4.1.Training will be provided in instructor-led virtual sessions unless otherwise speciﬁed in Exhibit 1.

8.4.2.OpenGov will provide Administrator training.

8.4.3.OpenGov will provide End User training (if listed in Exhibit 1).

8.4.4.Customer will Sign-off that training has been completed.

8.5.Launch

8.5.1.OpenGov will provide HyperAdopt support post Go-Live to ensure successful adoption.

8.5.2.Customer will Sign-off on the HyperAdopt phase of the project which will transition the project from active deployment to Customer Success.

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PS-06657.2
7 9 . Customer Responsibilities

9.1.The completion of the proposed scope of work depends on the full commitment and participation of Customer’s management and personnel. The Customer’s Project Manager should have access to the appropriate Customer Subject Matter Expert personnel needed for the successful implementation of the project. The responsibilities listed in this section are in addition to the responsibilities speciﬁed in the Agreement and are to be provided at no charge to OpenGov. OpenGov's performance is predicated upon the following responsibilities being managed and fulﬁlled by Customer. Delays in performance of these responsibilities may result in a change order and/or delay of the completion of the project.

9.2.Provide the required data to OpenGov within ﬁve (5) days of the requests being made from the OpenGov Project Manager. The Customer will be responsible for any potential charges from third parties to access and provide the data.

9.3.Maintain the same format and access to data on an ongoing basis. Any changes to the underlying data or data source may require a change order or charge in the future.

10.Customer’s Project Manager

10.1.Create, with OpenGov’s assistance, the Project Charter for the performance of this SOW which will include the activities, tasks, assignments, milestones and estimates.

10.2.Manage Customer personnel and responsibilities for this project (for example:
ensure personnel complete any self-paced training sessions, conﬁguration, validation or user acceptance testing).

10.3.Identify and assign Subject Matter Experts (SME).

10.4.Serve as the communication liaison between OpenGov and Customer representatives participating in the project.

10.5.Participate in project status meetings.

10.6.Obtain and provide information, data, and decisions within ten (10) business days of OpenGov’s request unless Customer and OpenGov agree in writing to a different response time.

10.7.Resolve deviations from the estimated schedule.

10.8.Help resolve project issues and escalate issues within Customer’s organization, as necessary.

10.9.Administer the Change Order Process with the Project Manager, if applicable.

11.Acceptance Procedure

11.1.The completed items in Exhibit 1 will be submitted to the Customer’s Project Manager.

11.2.Customer’s Project Manager will have decision authority to approve/reject all

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PS-06657.2
8 Project Criteria, Phase Acceptance and Engagement Acceptance.

11.3.Within ﬁve (5) business days of receipt, the Customer’s Project Manager will either accept the Deliverable Material or provide OpenGov’s Project Manager a written list of requested revisions. If OpenGov receives no response from the Customer’s Project Manager within ﬁve (5) business days, then the Deliverable Material will be deemed accepted. The process will repeat for the requested revisions until acceptance.

11.4.All acceptance milestones and associated review periods will be tracked on the Project Plan.

11.5 Both OpenGov and Customer recognize that failure to complete tasks and respond to open issues may have a negative impact on the Project.

11.6.For any tasks not yet complete, OpenGov and/or Customer will provide sufficient resources to expedite completion of tasks to prevent negatively impacting the Project.

11.7.Excluding delays caused by a force majeure event, if OpenGov in good faith reasonably determines that Customer’s personnel or contractors are not completing Customer’s responsibilities described in the applicable SOW timely or accurately, OpenGov may place the Professional Services on hold after providing a minimum of seven days written notice to Customer. If OpenGov places a Customer on hold, OpenGov will ensure that Customer is made aware of its obligations necessary for OpenGov to continue performing the Professional Services in the on hold notice. Upon placing a customer on hold, OpenGov may, without penalty, suspend Professional Services to the Customer and reallocate resources until the Customer has fulﬁlled its obligations. OpenGov shall bear no liability or otherwise be responsible for delays in the provision of the Professional Services occasioned by Customer’s failure to complete Customer’s responsibilities.

12.Estimated Schedule

12.1.OpenGov will schedule resources after the signature of the order form is received. Unless speciﬁcally noted, the OpenGov assigned Project Manager will work with Customer Project Manager to develop the Project Charter for all requested deliverables under this SOW. OpenGov reserves the right to adjust the schedule based on the availability of OpenGov resources and/or Customer resources, and the timeliness of deliverables provided by the Customer.

12.2.The Services are currently estimated to start within two (2) weeks but no later than four (4) weeks from signatures on Order Forms.

13.Illustrative Project Timelines

13.1.The typical project timelines are for illustrative purposes only and may not reﬂect Customer’s use cases. The order of delivery of the suite(s) will be determined during the project planning activities in the Initiate Phase.

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Montebello City CouncilFebruary 12, 2025

Montebello City Council
February 12, 2025