AGREEMENT Between ‘THE BOARD OF EDUCATION OF MONTGOMERY COUNTY And FORCE MULTIPLIER SOLUTIONS, INC. ‘This Agreement (“Agreement”) is made es of this 20 day of _ TUNE 20\b, by and between the Board of Education of Montgomery County doing business as Montgomery County Public Schools, located at 850 Hungerford Drive, Rockville, Maryland 20850 (hereinafter referred to collectively as “MCPS”), and Force Multiplier Solutions, Inc., a Delaware corporation, with corporate headquarters at 2200 Ross Avenue, Suite 4900W, Dallas, Texas 75201 (hereinafter referred to as the “Contractor”), each referred to individually as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, Maryland law prohibits a vehicle from overtaking or passing a stopped school bus that is operating its alternately flashing red lights (Md. Code Ann., Transp. §21-706); WHEREAS, Maryland law authorizes the governing body of a local jurisdiction to enact local laws to permit local law enforcement agencies to collaborate with county boards of education to install school bus monitoring cameras on schoo! buses to record images of vehicles overtaking or passing stopped school buses and to impose civil penalties on vehicle owners for violating Md. Code Ann., Transp. §21-706 and §21-706.1; WHEREAS, vehicle owners who illegally overtake or pass stopped school buses are issued a citation with a current fine amount of $125.00 as established by the Chief Judge of the District Court of Maryland; WHEREAS, the Montgomery County Council enacted Bill 37-11 on March 6, 2012 permitting the use of school bus monitoring cameras in Montgomery County; WHEREAS, the installation of school bus monitoring cameras on school buses deters vehicle owners from overtaking and passing stopped school buses and reduces the incidence of possible injuries to MCPS students when riding MCPS school buses; WHEREAS, MCPS is collaborating with the Montgomery County Police Department (“MCPD”) to implement a school bus safety program for the use of school bus monitoring cameras on the interior and exterior ofall operating school buses (approximately 1,287 buses) to improve student safety and enforce school bus traffic violations (the “School Bus Safety Camera Program”); WHEREAS, MCPS desires to engage the services of the Contractor to install, operate, and ‘maintain certain equipment, processes, and back-oflice services to enable MCPS to monitor activities on the interior and exterior of school buses to improve student safety and to identify and enforce school bus traffic violations on behalf of the MCPD;WHEREAS, the Contractor is able to provide an innovative, turn-key, and comprehensive school bus camera system to protect students when riding MCPS school buses that has a proven track record in other jurisdictions, such as Dallas County Schools in Dallas, Texas; WHEREAS, MCPS is participating in an existing contract awarded under REP 22-10 — School Bus Safety Program, from the East Baton Rouge Parish School Board in East Baton Rouge, Louisiana to provide a cost savings for MCPS in purchase price and administrative burden and to further the policy goals of operational and energy efficiency related to the purchase, operation, and maintenance of the equipment and services necessary for the School Bus Safety Camera Program; WHEREAS, the County has reviewed the business and financial terms of this Agreement as beneficial to the public interest; and WHEREAS, MCPS and Montgomery County, Maryland (the “County”) will enter into a memorandum of understanding (the “MCPS-County MOU”) to ensute effective implementation of the School Bus Safety Camera Program. NOW THEREFORE, in consideration of the foregoing recitals, which are expressly incorporated herein, the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, MCPS and the Contractor agree as follows: I. The BusGuard™ System During the Term of this Agreement (as defined in Section VII), the Contractor agrees to install, operate, and maintain its BusGuard™ System, including 14 cameras, all necessary hardware, and all associated software for the equipment described below on each MCPS schoo! bus, including any replacement or additionally added school bus. All cameras shall be equipped with live viewing and video recording capabilities. BusGuard™ System components are shown on the exhibit attached hereto and incorporated herein as Exhibit A. A. Interior Cameras. Five interior cameras monitor student and bus driver behavior inside the school bus, Cameras 1-3 below are provided as standard components of the BusGuard™ System and Cameras 4 and 5 are provided in addition to the standard BusGuard™ System (the “Add-On Cameras”). In addition to video capabilities, the Contractor agrees to provide audio recording capabilities for at least two of the five interior ‘cameras, as selected by MCPS. ‘The interior cameras are positioned as follows: amera 1: locatedB. Forward-Facing Exterior Camera, The forward-facing exterior camera is located con the rear passenger side of the school bus to monitor and record the school bus door and approximately five fect of area outside of the school bus door. C. — Rear-Facing Exterior Camera. ‘The rear-facing camera monitors and records the back exterior of the school bus to identify any suspicious vehicles following the school bus ‘and any rear-end collisions. For school buses equipped by MCPS with rear-view mirrors that have the capability to support video feed, rear-facing cameras may be integrated with the school buses? rear-view mirrors at MCPS" request. This integration allows the bus driver to access the rear-facing camera view when the school bus is placed in reverse. D. Stop-Arm Cameras, Each BusGuard™ Traffic Manager stop-arm camera box includes cameras capable of monitoring up to six lanes of traffic and detecting and capturing color video an¢ still images of motorists illegally overtaking and passing stopped school buses displaying the deployed stop-arm and alternating flashing red lights (the “Stop-Arm Cameras”). FE. Camera Housing. The BusGuard™ System includes weather and vandal-resistant housing for each camera, designed to ensure system operation under weather conditions typical throughout the year in Maryland. F. Real Time Viewing. The BusGuard™ Live View provides real-time video viewing ‘capability for all BusGuard™ cameras. G. Camera Hard Drives. ‘The BusGuard Brain™ is a digital video recorder (CPU/DVR) witt channels designed to operate in harsh weather conditions and with typical heavy school bus vibrations. The BusGuard Brain™ provides a minimum of 300GB of video storage from all cameras on a first-in, first-out basis, unless retrieved. Remote video retrieval is available to authorized users whenever a school bus’ engine is running or when the engine is off but the electrical components remain activated. Upon request by MCPS, the Contractor shall remove a hard drive from a school bus to access video footage as needed. H. GPS System. The BusGuard™™ Automatic Vehicle Locator is a GPS and accelerometer system that provides real time telemetry data. The Automatic Vehicle Locator provides current and historical vehicle location, speed, and direction of travel at cach stop and along paths of travel. ‘The Contractor agrees to provide GPS data directly to MCPS" current school bus routing system, Trapeze, or any future routing system, in a standard GPS format, in order to compare GPS data with routing data for time-point adherence and on-time arrival analysis.1. Emergency Button. The BusGuard™ Panic Button allows a bus driver to alert the MCPS Department of Transportation (MCPS DOT) of any emergencies in near-real time. ‘The Panic Button shall be positioned to be easily accessible by the bus driver. J. Two-Way VOIP Communications. The BusGuard™ Driver Direct Link allows MCPS DOT to communicate with bus drivers via the internet, Driver Direct Link will be available whenever a school bus’ engine is running or when the engine is off but the electrical components remain activated. K. Wireless Service. The BusGuard™ 4G/LTE Modem provides antenna and live cellular communication and telemetry, as well as remote video and audio access and transmission when the school bus” engine is running or when the engine is off but the electrical components remain activated. L. Office Equipment Requirements for the County: Within 15 calendar days of the execution of this Agreement, the Contractor agrees to provide the County with clearly defined specifications for (})a scanner capable of meeting the requirements of the Violation Processing System (as defined in Section IL.G), and (ii) a color printer capable of producing, high-quality picture images to meet the requirements of the Violation Processing System. ‘The County will acquire the scanner and printer at its own cost and expense. ‘All goods and materials intially installed under this Agreement, including the cameras, hardware, software, and equipment described above, shall be of first quality, of current manufacture, and shall not be of such age or so deteriorated as to impair their usefulness or safety. —Thumbs-Up, & thumbprint scanner capable of driver sign-in/out, student tracking, load counts, and route identification, may be added to the BusGuard™ System upon the execution of a written amendment to this Agreement mutually agreed upon by the Parties. Ul. —_ BusGuard™ Services “The Contractor agrees to provide the following services to MCPS and the County for the operation of the BusGuard™ System: ‘A. Remote Access. Upon the BusGuard™ System equipment becoming operational, the Contractor shall provide remote access to its web-based software (the “BusGuardis, Software”) to MCPS and the Cougiy. The BusGuard™ Software shall allow up to simultaneous County users and [jj simultaneous MCPS users without degradation of service, The BusGuard™ Software is accessible to MCPS and County employees designated as authorized users (as defined in the following section) through a virtual private network in an encrypted format, from any properly equipped computer with a high-speed internet connection and web-browser. B. Authorized Users. The Contractor shall develop security protocols to ensure that only designated authorized users of MCPS and the County (“Authorized Users”) have the Jog-in credentials to use the BusGuard™ Software in accordance with the following requirements:1. MCPS. The Contractor shall provide up toll password protected accounts for MCPS employees to use the BusGuard™ Software to access video footage from (j) the interior cameras, the forward-facing exterior camera, or the rear- facing exterior camera (the “Safety Cameras”); and (ii) the Stop-Arm Cameras. Inthe event that MCPS requires access to any still images of an Event (defined in Section I1.G) from the Stop-Arm Cameras, the Contractor may provide MCPS access to the still images upon written consent by County. 2. County. The Contractor shall provide up tolffpassword protected accounts for County employees to use the BusGuard™ Software to only access the video footage and still images assembled for Events taken from the Stop-Arm ‘Cameras to perform the necessary functions of processing citations for drivers illegally overtaking and passing stopped school buses. ‘The Contractor shall ensure that the County accounts do not include access to the video footage from the Safety Cameras or video footage from the Stop-Arm Cameras that is unrelated to an Event. The Contractor will not provide the County with access to video footage owned by MCPS as set forth in Section IV.B, unless MCPS provides written consent for such a disclosure, or iff MCPS informs the Contractor that it has received a subpoena or court order requiring MCPS to provide the County with aocess to certain video footage or under other Circumstances consistent with the Family Educational Rights and Privacy Act CEERPA”), 20 U.S.C. § 1232, and its implementing regulations (34 CER. § 99.30, ef seq.) a8 well as the Maryland Public Information Act (“MPIA”), Md. Code Ann. General Provisions § 4-101, ef seq., the Maryland Student Data Privacy Act (“MSDPAY), Md. Code Ann. Education § 4-131, and any other applicable law. ‘The Contractor may only release video footage for the dates and times specified in the written consent, subpoena, ot court order. C. MCPS and County Technology Requirements. MCPS shall install, and agrees to require the County to install, Microsoft Intemet Explorer 7.0, or a more current version, on any PC client where an Authorized User will access the BusGuard™ Software, MCPS shall provide, and agrees to require the County to provide, information technology (IT) staff to coordinate with the Contractor to facilitate the connection to Contractor's secured servers through MCPS? and the County’s firewall and other IT security protocols so that ‘Authorized Users may access the BusGuard™ Software. D. Contractor Technical Support. ‘The Contractor shall provide technical support for ‘MCPS and the County Monday through Friday from 8:00 am. to 5:00 p.m., Easter Time, excluding © MCPS — holidays (as-_—ilisted = on) MCPS’ — website: yeww.montgomeryschoolsmd.org), except that the Contractor agrees to provide technical ‘support for the County on MCPS holidays that the County remains open. E, Camera Requirements, The BusGuard™ System cameras shall capture and make available to authorized users, volumetric data (e.g. location, time of day, etc.) from each ‘camera, Data from each CPU/DVR shall be easily retrievable and importable into XLS, 5CSV or ASCII Delimited files. F. Services for MCPS. 1 Sg » by jem Requireme ‘The Contractor shall ensure that the video image quality of interior cameras allows for recognition of individuals” faces shown in any video footage. Interior camera video footage shall include the date and time of the video recording and the location of the school bus based on GPS coordinates. ‘The Contractor shall ensure that the video image quality of the exterior Safety Cameras is equal to or exceeds that of the Stop-Arm Camerzs. ‘The Contractor shall ensure that MCPS Authorized Users can remotely download video footage from CPU/DVRs onto MCPS PC clients installed with the BusGuard™ Software. Once downloaded, MCPS will be responsible for video storage on its own servers. Unless the Parties agree to install additional data capacity on any of the CPU/DVRs, MCPS understands that after SO0GB of data storage are used, the BusGuard™ hard drives will record new video footage over the oldest video footage stored on the CPU/DVRs. 2. Reporting Requirements. The Contractor agrees to provide the following reports to MCPS on a schedule as determined by the Parties: » » 2 gd °) Monthly accounting reports of the application of revenue from violation citation payments to the Cost of Investment (as defined in Section X.B). Monthly reports on the number of school buses installed with the BusGuard™ System and schedule for remaining school buses to be installed with the BusGuard™ System. Monthly maintenance reports on (j) the operating status of the installed BusGuard™ System equipment on all school buses and (ji) any malfunctions and repairs made in the previous month. Monthly Uptime Average report (as described in Section TILA). ‘Additional ad hoc reports for which the Contractor has data and as agreed to by MCPS and the Contractor. Additional ad hoc reports may include reports for efficient fleet management such as engine idle reports G. Back Office Services for the County. BusGuard™ Services includes a secure violation processing system, data retention systems, and other systems that capture events of vehicles illegally overtaking and passing stopped school buses (an “Event”), process video and still images from Events to create citations to be mailed to the registered ‘owmer(3), provide for review and approval of citations by the County, process payments of citations, provide customer service to registered owners, and manage coordination and communication regarding citations with the District Court of Maryland, the Maryland Motor Vehicle Administration (MVA), and motor vehicle agencies of other states asnecessary (the “Violation Processing System”). ih, a Establishment sm Virginia Office. Within 60 days of the execution of this Agreement, the Contractor shall establish a secure office in Norther ‘Virginia for personnel to conduct the back office services for the County (the “Customer Service Center”), as further described in Section 11.6.9. System Requirements. a) The Contractor shall provide secure data hosting and other hardware necessary to manage the anticipated workload arising from this ‘Agreement and to optimize violation processing times. b) The Contractor shall ensure that the County’s Authorized Users can remotely download video footage from the CPU/DVRs onto the County’s PC clients installed with the BusGuard™ Software, Once downloaded, the County will be responsible for video storage on its own servers. ©) The Violation Processing System shall include the capability for County employees to review all account information gathered about an Event, including but not limited to: (1) Vehicle registration plate information; (2) State of issuance for the vehicle registration plate; (3) Date and time of the Event; (4) Location of the Event; (5) Three digital still images described in Section IL.G.3; (6) Citation payment status; (7) Hearing or flagging status (as applicable); and (8) Correspondence tracking. 4) The Violation Processing System shall provide County employees and ‘or Contractor employees the ability to perform operational functions, including but not limited to: (1) Viewing, downloading, and printing Event images and ell citation information; (2) Placing holds on specified violation accounts; @) —Approving/rejecting citations; (4) Waiving/re-instating fines or penalties; and (8) Voiding citations. ©) The Violation Processing System shall provide standard database fictions to facilitate the searching and sorting of citation data by various parameters, including but not limited to: (1) Vehicle registration plate information; 2) State of issuance for the vehicle registration plate;(3) Registered owner of the vehicle; (4) Make and model of the vehicle; (5) Date and time of the Event; (©) Location of the Event; (7) Bvent tracking number; (8) Date of citation issuance; (9) _ Identification number of the Contractor's reviewing technician (the “Reviewer/Processor”); (10) Adjudication status and hearing data and time (if applicable); (11) Highest violator per location (weekly and monthly); and (12) Citation processing actions taken by Reviewers/Processors ot County employees. £) The Contractor shall review and process possible violations within ten calendar days of the receipt of each image from BusGuard™ System. Digital Images. The Stop-Arm Cameras shall provide digital still color images ‘with maximum clarity and appropriate contrast and brightness to clearly depict vehicles and their registration plates. The Contractor agrees to ensure that all captured images will be available on-line for searching and viewing by the County's Authorized Users. Still images shall be available in JPG, BMP, GIF, TIFF, MPEG, and AVI file formats or any other format the County may elect in the future. Three digital still images shall be captured for each Event: a) A vehicle behind the school bus or approaching the school bus that has the stop-arm fully extended and its altemating flashing red light in operation (“Image 1”); b) The same vehicle overtaking or passing the school bus while the stop- arm is fully extended and operating its alternating flashing red light (Image 2”), and ©) The registration plate of the same vehicle shown in Image I and Image 2, The registration plate shall be clearly readable without the use of any special enhancements (“Image 3”) (together, the “Digital Images”). At the time of capture, the Contractor shall overlay each image with (at a minimum, but not limited to) the date and time of image capture (in military time) and the location based on GPS coordinates (the “Digital Image Data”), ‘The County may request additional data to be overlayed onto cach image at time of capture. Digital Image Data shall be displayed on a data bar that is superimposed on the Digital Images in a manner that does not block key components of the image. The Contractor shall ensure that the data bar will be readable without the use of special enhancements. Digital Image Data shall not be manipulated by the Contractor's employees at any time, except that Contractor's employees may adjust Image 3 as necessary to maximize clarity of the registration plate. The Contractor agrees to store all Digital Images, and 8Ss associated Digital Image Data in a PDF for six months. Video of Event. The Contractor shall also provide a 12 second video with each Citation, Once a citation is paid, a PDF version of the Event is created, which may be destroyed six months after the motorist’s payment is processed, or the citation is otherwise brought to final resolution. Generation of Possible Violations a) The Contractor shall apply its 5x Validation System™ to ensure that all potential Events are thoroughly processed through five layers of review, including review by the Contractor’s law enforcement experts and County Authorized Users before any citations are issued to registered owners. The 5x Validation System also includes a process to check for duplicate Events. b) The Contractor shall identify the registered owner of each vehicle found to be passing a school bus using data provided by MVA databases to which the Contractor has been provided access. The County will sponsor the Contractor to gain access to the necessary databases to ascertain the name and address of the vehicle owner and any co-owners and include such information in the citation. ©) The Contractor shall maintain a County provided fleet file of registration plates of vehicles owned by the County. Using this file, the Contractor will send any violation citations involving County vehicles into a County fleet review queue and by-pass the MVA look-up. d) The Contractor shall assign a distinctive identification number to each Event, ©) Foreach Event, aReviewer/Processor, as defined in Seation I1.G.2.¢)(9) above, shall view Digital Images and video of the event and evaluate them against established criteria that MCPS will require the County to provide to the Contractor. If the County criteria are not met, the Reviewer/Processor shall enter the appropriate County explanation code into the BusGuard™ Software. If the Digital Images and video show a citable offense, the Reviewer/Processor will prepare a possible violation for County approval (a “Possible Violation”). f} Possible Violations shall be substantially similar to the sample attached hereto and incorporated herein as Exhibit B, The Possible Violation shall include the following component (1) The Digital Images; @) Violation information, the language and formatting of which has8) ) been approved by the District Court of Maryland; 3) Date and time of the violation; (4) Location of the violation based on GPS coordinates; (5) The amount of the civil penalty imposed; © Date by which the civil monetary penalty (the “Fine”) shall be paid by the registered owner; (7) Information outlining payment options and instructions for viewing images or video clips on-line; (8) Adetachable portion that may be returned with payment or used to request a court date; and (9) A pre-printed return envelope. ‘The Contractor will transmit the Possible Violation and its associated Digital Images and video through the BusGuard™ Software for review and approval by a County employee. The Possible Violation shall be ina printable PDF format, which upon approval by the County, can be printed and mailed to the registered owner by the Contractor. ‘The Contractor shall ensure that each Possible Violation is imprinted with the Reviewer/Processor’s identification number and electronic signature prior to transmittal to the County. 6. County Approval Process for Citations. a) » Upon receipt, a County employee shall review the Possible Violation and its associated Digital Images and video and determine whether the Event constitutes a citable offense. If the County employee approves the Possible Violation, the employee will transmit the approval to the Contractor, and the Contractor will print a final citation (“Citation”). If the County employee determines that the Event does not constitute a citable offense, the County employee shall reject the Possible Violation and input the appropriate rejection code into the BusGuard™ Software. ‘A County employee shall also have the capability through the BusGuard™ Software to request revisions to a Possible Violation if the quality of the PDF file or Digital Images is not acceptable to the County employee. County employees shall have the ability to: (1) Review all Events, whether the event resulted in the generation of a Possible Violation or was ejected by the Reviewer/Processor by date, time, and location; (2) Override any rejected Event; )__ Review citations referred to the supervisor by subordinates or the Contractor’s personnel; (4) Review the status of work pending at each step; and 10a (5) Access real-time citation process information such as volumes, oldest violation dates awaiting process, outstanding name and address requests, and other citation information. d) As part of the transmittal of an approved Possible Violation from the County to the Contractor, the BusGuard™ Software shall electronically insert the reviewing County employee’s signature and identification number on the Possible Violation. ¢) THE CONTRACTOR HEREBY ACKNOWLEDGES AND AGREES THAT THE DECISION TO ISSUE A CITATION SHALL BE THE SOLE, UNILATERAL, AND EXCLUSIVE DECISION OF THE COUNTY AND SHALL BE MADE AT THE SOLE DISCRETION OF A COUNTY EMPLOYEE AND IN NO EVENT SHALL THE CONTRACTOR HAVE THE ABILITY OR AUTHORIZATION TO MAKE A DECISION WITH REGARD TO CITATIONS, Issuance of Citations. After a Possible Violation is approved by the County and ‘transmitted back to the Contractor, the Contractor’s employee shall print and ‘mail the Citation to the registered owner(s) of vehicles no later than 14 days afier the violation date, ‘The Violation Processing System shall include protocols to ensure that no Citations are mailed beyond the statutorily established spoilage dates. In addition to mailing Citations, the Contractor shall immediately make all Digital Images and video footage associated with a Citation available to registered owners on the intemet through a secure web- ‘browser. Payment Processing. ‘The Contractor shall process all payments of Fines through the BusGuard™ System. a) Payments can be made: (1) In person at the County's 255 Rockville Pike, Suite L1S, Rockville, Maryland, or at an alternative location designated by @) @) _ By phone through an Interactive Voice Response System (IVR); or (4) By mailing a check to a County owned P.O. Box. b) Payment Processing Procedures. The Contractor shall provide its payment processing procedures and controls to the County for approval and shall provide a copy of the County's approval notification to MCPS. Procedures shall include the following: (1) Database applications that show date a Citation is paid and the method of payment; 2) Ability to correctly apply payments to intended account numbers W°) to properly reconcile each account; @) Ability to handle electronic payments and ACH; (4) Verification of check amounts; (5) Batch reconciliation and file update; (6) Payment imaging; (7) Bonded courier service for the physical transfer of any payments; (8) Acceptance of partial payments ; (9) Ability to return payments that cannot be correctly processed to the payee’s address; (10) Ability to conduct additional investigation or research as required for circumstances such as overpayments, unapplied payments, retumed checks, and credit card charge backs; (11) Tracking of processes; and (12) Ability to process exception payments and payment plans. ‘Lock Box Bank Account. MCPS shall require the County to establish a lock box bank account at a bank approved by the County, which shall be an FDIC member bank, and agreed upon by MCPS and the Contractor (the “Lock Box Account”). The Lock Box Account will be in the County’s name. Funds may only be transferred out of the Lock Box Account by authorized signatories of the County. ‘The Contractor shall have access to the Lock Box Account solely for executing its obligations under this Agreement, All payments from violation citations collected pursuant to this Agreement will be deposited into the Lock Box Account, The Contractor shall be responsible for the following: (1) Monitoring all Fines collected in the Lock Box Account; ) Paying ail credit card convenience fees associated with any third party processor’s fees incurred resulting from an individual's use of a credit card for payment through the internet, by phone, or through an on-line cashiering work station; 3) Paying the bank fees and charges associated with maintaining ‘the Lock Box Account; (4) Processing retuned items, such as checks for insufficient funds and failed credit card transactions; (5) Electronically depositing once every 24 hours during normal banking days, the amount equal to the gross receipts of the current day’s revenue received; (©) Developing reporting formats in conjunction with the bank that are compatible with the accounting systems of the Contractor and the County; and (7) Reporting the account activity to the County as required by Section ILG.15 in accordance with the County’s accounting applications. 129 Providing Violator Payment Records. ‘The Contractor agrees to provide the County with records of Citation Fine payments received. MCPS agrees to require the County to cooperate with the Contractor to implement the processes required for successful reconciliation, (1) The Contractor's responsibilities include, but are not limited to: (@) Submitting data for reconciliation to the County on a monthly basis; and (b) Ensuring numerous levels of control, audit, and redundancy for accurate and timely receipt, processing, and update of payments. (2) The Contractor shall record payment deposits daily to its database, so that payments are available for online review within 24 hours of deposit. The daily interfaced data must include all transactions processed up through 11:59:59 PM Eastern Time each day. (3) The Contractor shall provide the County with a daily flat text file, in a fixed format, containing all County prescribed data fields and formats. The Contractor shall transfer the file to the County via email to the County Program Manager. Payment Imaging. The Contractor shall provide payment imaging that includes images of (i) each payment; (ii) remittance stub/information; ii) associated payment correspondences; (iv) envelopes; and (v) certified mail receipts. All images shall be easily retrievable from a searchable database and made available to the County’s employees. The Contractor shall image, index, and make accessible all payment images within one business day of receipt. Electronic Payment Requirements. For electronic payments received by the internet or through the telephone payment system, the Contractor shall provide registered owners with both an electronic email confirmation to be sent to email address provided by the registered owner and the ability to print a payment confirmation. ‘The Contractor shall be responsible for all credit card transaction fees and related authorization and banking charges associated with all electronic transactions. ‘The Contractor shall provide the electronic payment option via the County’s web-portal, www.montgomerycountymd.gov. Credit Card Standards. The Contractor shall comply with the current Payment Card Industry (PCI) Data Security Standard (DSS) for the processing of all credit card payments under this Agreement, 13,h) Telephone Payment Requirements. The Contractor agrees to manage its IVR system to provide automated up-to-date citation information and to accept payments 24 hours a day, 7 days a week. The Contractor shall provide live customer service support through its Customer Service Center in accordance with Section T1.G.9 below. i) Online Cashiering. At no cost to the County, the Contractor shall provide an on-line cashiering system that consists of point-of-sale access to the payment system at the County’s designated location where a registered owner can pay the Citation Fine, view violation images, and obiain a registration release, The on-line cashiering system must have the capability to support the various methods of payment that registered owners are permitted to use for payment of Citation Fines and the ability 10 daily reconcile funds prior to deposit into the Lock Box Account. On- line cashiering payments shall be processed on the same day of receipt. Monthly Police Approval Rate. Contractor shall strive to achieve a Monthly Police Approval Rate of ill The Monthly Police Approval Rate is the percentage of Possible Violations provided by the Contractor and ‘approved as a Citation by MCPD. The Parties and County understand that individual police officer diseretion may affect the Monthly Police Approval Rate, and ‘hector expressed as a goal. If the Monthly Police “Approval Rate falls below fiillthe County and the Contractor will engage in a meaningful discussion to determine the factors impacting the Monthly Police Approval Rate and identify methods for improvement. ‘The Parties, agree to renegotiate the Monthly Police Approval Rate upon entering into revenue sharing as set forth in Section X.C. Customer Service Center, The Contractor agrees to establish the Customer Service Center in its Norther Virginia office to support the County and serve registered owners issued Citations through the BusGuard™ System. MCPS shall require the County to obtain a toll-free number in the County's name that will be paid for by the Contractor. The Contractor agrees that the hours of operation for the Customer Service Center shall be Monday through Friday, 8:00 a.m, to 4:30 pm, Eastem Time, or as modified in writing by the County. Daring the hours of operation, the Contractor shall provide live customer service operators. a) Customer Service Tasks. The Contractor's customer service representatives shall perform tasks including but not limited to: (1) Reviewing account data and Event Digital Images and video; Q) Processing mailed payments; @) Investigating and applying payments received with incorrect or incomplete information; (4) Sending automated correspondence to registered owners; and 146) °° ad (5) _ Responding to inquiries from the County and the public, ‘Training for Contractor Employees. ‘The Contractor shall assist in establishing clear written protocols to be approved by the County for handling citizen contacts. The Contractor will provide sufficient staffing to ensure that the Contractor meets the needs of the County. ‘System Requirements. The Contractor agrees to use an Automated Call Distribution (ACD) system to ensure that callers are attended to in a timely manner. During business hours, the Contractor shall strive to serve all customer calls within three minutes. Incoming calls should be answered of rolled into voice mail by the fourth ring, ‘The Contractor agrees to provide to the County, as needed, a system-generated report detailing all call activity received by the Contractor. The report shall include, but not be limited to: call times, talk times, hang-ups, and wait times for each call received. In addition, the Contractor shall establish an electronic mailbox for customer inquiries and shall respond to messages within two business days of receipt. Collaboration with the County. The Contractor shall designate a Customer Service Center Manager to work with the County's Program Manager, and agrees to promptly address issues identified by the County's Program Manager. 10. Adjudication Requirements. a b) ‘The District Court of Maryland currently allows the County to schedule 50 cases for the School Bus Safety Camera Program, per assigned court date each court session, at the District Court in Silver Spring, Maryland. ‘The Contractor shall provide the County with tum-key adjudication processing service support that include, but are not limited to the following functions: (1) Scheduling hearings; @) Producing the court docket; (3) Selecting court dates at least three months in advance; () Tracking court dates; (5) Accessing court documents received by the County; (6) Issuing notices; and (7) Preparing a judge’s disposition sheet along with two docket summaries. The Contractor shall prepare evidence packages for every scheduled heating. Evidence packages must be submitted to the District Court of Maryland located at 8552 Second Avenue, Silver Spring, Maryland 15ML. ° a 20910, one week prior to the scheduled court date, and to the County's 'ATEU Operations Manager, three weeks prior to the scheduled court date. Ata minimum, evidence packages will consist of: (1) Citation/Drivers Notice; (2) Large (half-page sized) copy of Image 1; G) Large (half-page sized) copy of Image 2; @) Analog image of the license plate tag; (5) Court disposition sheet; (© Any written correspondence received from the registered owner; (7) Google map of location of the violation; and (8) Screen printout of citation information showing court date, All videos of Events shall also be available to the District Court of Maryland and the County for adjudication and easily transferable by the County into file formats as necessary for adjudication. The Contractor agrees to collaborate with the County to ensure the transferability of ‘videos for adjudication purposes. ‘Maryland law provides registered owners with the option of identifying the driver of the vehicle atthe time of the violation through via notarized statement, In such an event, the Contractor shall send a notice to the identified driver within 14 days of the court's approval (a “Drivers Notice”), The Contractor shall process all requests for the transfer of {iability from the registered owner to the driver of the vehicle submitted from the District Court of Maryland in accordance with Maryland law. ‘The Contractor shall submit requests to the County for approval within five days of notification and re-issue citations to newly identified violators within 14 calendar days of District Court of Maryland's approval at no cost to the County. Contractor Testimony. The Contractor shall provide, at its own expense (when requested by the County), witnesses as necessary to testify as to the accuracy, operations, and reliability of the camera systems and related equipment for all contested citations. The Contractor agrees to cooperate with the County to produce other materials to present information about the BusGuard™ System to a court orto citizens who appear for a hearing. The Contractor shall notify all employees of adjudication dates as needed Undelivered Notices of Violation (“Nixies”). The County requires that all ‘undelivered or retumed mail be processed by the Contractor's employees. The Contractor shall check MVA. systems for updated addresses, and if a new address is indicated, resend Citations to registered owners at the new address. The Contractor shall log the status of all Nixies into the applicable violation account, Handling of Nixies must be completed within 48 hours of the receipt 16of the retuned mail. The Contractor shall report Nixie information to the County on a monthly basis. b) °) torists with Restrictions. ‘The Contractor shall also include the capability to notify MVA to flag vehicles for non-renewal of vehicle registration in instances where Fine payments have not been made, and to send flag requests to the MVA no earlier than the 91" day following the date the Citation is mailed. The Contractor shall send similar notices to other state motor vehicle agencies with whom the County or the State of Maryland may have a reciprocity agreement in the future. The Contractor shall also have the capability to send un-flag requests to the MVA, via a system generated flag release form (VR119) or other state motor vehicle agencies. When the Contractor sends a flag request to a motor vehicle agency, the Contractor will also send timely notice to the registered owner of the vehicle at issue. ‘The Contractor shall track and record all flag/un-flag requests, notifications sent to registered owners, any suspensions or suspension removal notices, and other pertinent data as specified by the County, ‘The Contractor shall be able to generate an electronic file of such data in a format to be specified by the County. 13. Follow Up Correspondence. a) b) 9 If, after a specified period of time as designated by the County, a registered owner fails to pay the Fine, the Contractor shall print and mail follow-up notices to registered owners in a format approved by the County. ‘The Contractor agrees to send additional standardized correspondence to registered owners in response to certain inquiries or actions as determined in collaboration with the County. Examples of such correspondence include but are not limited to: (1) Flagging notices; 2) Confirmation of a stolen vehicle; 3) Driver notice procedures; (4) Administrative voids; (5) _ Returned check notification; (6) _ Paid in full correspondence; and (7) Other forms or instructions, All outgoing correspondence generated by the Contractor’s 1714, 15. BusGuard™ Software shall be approved in writing by the County prior to use. The Contractor shall update the correspondence with any conections provided by the County within five business days of receipt. 4) The Contractor shall open, count, batch, log, review, and process correspondence letters received each day. ©) The Contractor agrees that all correspondence received from registered owners or other parties with regard to a Citation shall be scanned and saved into a file system that supplements the permanent citation record, and shall be viewable by County employees within two business days of receipt. 1 The Contractor shall process 90 percent of all the correspondence received within one business day of receipt and the remaining ten percent within two business days. 8) The Contractor shall be able to produce, customize, change and edit violation correspondence at no cost to the County within five business days of receiving a written request from the County. h) The Contractor's designated employees shall be cross-trained and experienced in all facets of correspondence submission requirements to ‘ensure coverage during heavy volume periods, i) The Contractor’s mail processing facility shall be equipped with security features appropriate for commercial office space. Costs for Back Office Services for the County. The Contractor shall be responsible for all costs associated with the Violation Processing System and all back office services provided by the Contractor for the County. Violation Processing System Reporting Requirements. The County requires a wide range of reports related to the Violation Processing System to conduct statistical analysis of violations and related data over the Term of this Agreement and to evaluate the performance of the School Bus Safety Camera Program, The Contractor agrees to work with the County to provide necessary reports to meet its evaluation needs. All reports shall be easily auditable, searchable, and available in XLS and ASCII Delimited formats, as well as a time-stamped PDF file, Reports and report topics include, but are not limited to: 8) Reports of the total number of Events captured, aggregate of approved, spoiled, or voided Events; b) Reconciliation report listing the number of approved citations and citations that have been mailed; 18mm. ) Annual report of year-to-date statistics, an analysis of program data, and ‘an explanation of the program improvements that have been planned and implemented; 4) Historical reporting of violation data (e.g. dates and times, locations, total violations over time, and unpaid violations); ©) Payment reports detailing payment types, payment locations, violation location, citation number, received payments, underpayments, overpayments, and other information; 1) Report of rejected Events; g) Report on out-of-state drivers including breakdown report by state registration; h) Fleet report detailing ticketed government and private fleet vehicles; i) Multi-offender report; j) Customer Service Center service reports; i) Monthly Nixie reports; 1) Transfer of Liability reports; m) Year-end revenue collection report; and n) Additional ad hoc reports for which the Contractor has data and as agreed to by the County and the Contractor. 16. County Collaboration. MCPS shall require the County to collaborate with the Contractor to implement the Violation Processing System and to ensure that all processes and reporting requirements are accomplished. H. ‘Tiaining. The Contractor shall provide MCPS and County Authorized Users, and other employees as designated by MCPS and the County, a full spectrum of training on the BusGuard™ System and the BusGuard™ Software. The Contractor's training will be customized, as needed, to address the various duties of a diverse group of Authorized Users. The Contractor agrees to provide training throughout the Term of this Agreement. ‘Training may be provided in several different ways to enhance the training experience and ensure thet Authorized Users attain the necessary knowledge to work confidently with the BusGuard™ System and the BusGuard™ Software. ‘The Contractor agrees to coordinate with MCPS and the County in order to provide training at a location and at a date and time that is convenient for MCPS and County employees. The Contractor shall provide training to Authorized Users prior to implementation of the Schoo! Bus Safety Camera Program, including the Violation Processing System. Maintenance and Repairs ‘A. The Contractor agrees to maintain the BusGuard™ System such that for all operational school buses equipped with the BusGuard™ System that have been assigned toa bus route, at least 85% of the equipment on all such buses are operational each month (Uptime Average”), The Contractor agrees to provide MCPS with a monthly report of the Uptime Average for the BusGuard™ System, B. The Contractor shall upgrade BusGuard™ System equipment and corresponding 19additional hardware and software as needed to ensure functionality of the BusGuard™ System. C. The Contractor shall designate a Maintenance Supervisor and sufficient maintenance staff to ensure the continual operation of the BusGuard™ System to provide ‘maintenance and repair services to all school buses operating a BusGuard™ System and to communicate with the MCPS Program Manager and County Program Manager on operational matters. D. The Contractor shall provide local maintenance staff and sufficient quantities of spare parts and equipment needed to perform the required maintenance and repairs set forth in this Agreement, E. The Contractor shall provide trained employees to maintain the BusGuard™ System, including troubleshooting and repairing system failures, re-sighting system cameras, and other assistance to MCPS and the County as needed. F. The Contractor shall test for BusGuard System™ functionality each day that a school bus is in operation using BusGuard™ Health Check. G. The Contractor shall promptly notify MCPS and the County of any failure or malfunction of the BusGuard™ System, the Violation Processing System, or other products and services provided by the Contractor to MCPS and/or the County and shall be responsible for promptly repairing, replacing, or otherwise resolving any such failure or malfunction, including the repair or replacement of any equipment that is stolen, damaged, ‘or rendered inoperable for any reason whatsoever, including inoperability due to vehicular accidents, vandalism, weather, or an act of nature (God) or animal. H. If MCPS discovers a failure or malfunction before the Contractor, MCPS shall promptly notify the Contractor, and if the County discovers a failure ot malfunction before the Contractor, MCPS shall require the County the promptly notify the Contractor and MCPS of the malfunction. Data ‘A. Confidentiality. The Contractor agrees to take all steps as set forth in this ‘Agreement to safeguard all Digital Images, video, metadata, and other data obtained as part of the School Bus Safety Camera Program (the “Data”) at all times. The Contractor shall utilize the Data only for purposes consistent with the purposes and scope as set forth in this ‘Agreement and will undertake any analysis of Data generated by the School Bus Safety ‘Camera Program only in furtherance of the purposes set forth herein and not for any other purpose. The Contractor shall exercise due care in safeguarding the Data against loss, theft, or other inadvertent disclosure and shall take all reasonable steps necessary to establish safeguards that are consistent with all applicable federal, state, and local law, as well as Board of Education policies and MCPS regulations relating to the security of Data, including student information and other sensitive information, including but not limited to 20FERPA, MPIA, MSDPA, and policies and regulations of Montgomery County and the MCPD. Any employee of the Contractor with access to Data under this Agreement shall be required by the Contractor to certify in writing to abide by the data security and privacy provisions of this Agreement. 3B Ownership of Data. All Data generated from the BusGuard™ System cameras are the sole property of MCPS, except that any video footage and subsequent Digital Images, metadata, or other data that becomes part of an Event shall be the sole property of the County. ‘The Contractor retains intellectual property rights to the BusGuard™ System and BusGuard™ Software, C. Storage of Data. All Data shall be encrypted and password protected at all times and transferred, stored, and processed by the Contractor, through a reputable cloud service provider, on servers located in the U.S. with dedicated firewalls and load balancers to ensure Data integrity and security. Transmission of Data shall only be through a virtual private network and the Contractor shall maintain a web application firewall to prevent ‘unauthorized access to Data, the BusGuard™ Software, or any other applications used as part of the School Bus Safety Camera Program. D. Security Requirements. The Contractor agrees to implement and maintain reasonable physical, technical, and administrative safeguards to protect Confidential Information from unauthorized access, acquisition, destruction, use, modification, or disclosure. Such physical, technical, and administrative safeguards shall include organization of information security, asset management, human resources security, physical and technical access controls, dain recovery procedures, incident response processes, and business continuity process and procedures. The Contractor agrees to conduct periodic risk assessments and remediate identified security vulnerabilities in a ‘timely manner. The Contractor further agrees to share with MCPS copies of relevant portions of audits of the security of the Contractor’s computers, computing environment, and physical data conducted by the Contractor or on behalf of the Contractor by third parties. The Contractor agrees that MCPS may request additional follow-up information in connection with the relevant portions of audits, regarding the security of the Contractor’ computers, computing environment, and physical data that the Contractor uses to process Data. E, Breach of Security. The Contractor shall notify MCPS and the County immediately of any security breach or suspected breach, but in no event later than 24 hours after the Contractor learns of the suspected breach, If the Contractor becomes aware of a Data security breach, it shall cooperate with MCPS and the County regarding recovery, remediation, and the necessity to involve law enforcement, if any. The Contractor shall be responsible for performing an analysis to determine the cause of the breach, and for producing a remediation plan. MCPS and the County reserve the right to adjust this plan, in their sole discretion. ‘The Contractor shall provide notice to MCPS and the County within 24 hours of notice or service on the Contractor, whichever occurs first, of any lawsuits resulting from, or government investigations of, the Contractor's handling of the Data, failure to follow security requirements, and/or failure to safeguard the Data. ‘The 21Contractor shall also cooperate with MCPS and the County to communicate to parties affected by the breach by affording MCPS and the County prior review of press releases, and any communications to be sent to affected parties. F. Destruction or Return of Data. 1, Upon the expiration or earlier termination of this Agreement, the Contractor shall retum to MCPS and/or destroy all Data owned by MCPS that is in the Contractor's possession, and any copies thereof, unless otherwise agreed to by the Parties in writing and consistent with FERPA and other applicable laws. In fulfillment of this obligation, all such Data shall be purged from the Contractor's computer and web-based systems, and such destruction shall be ceitified in writing by an officer of the Contractor to MCPS. The Contractor agrees to require all employees, contractors, or agents of any kind with access to MCPS” Data to comply with this provision. 2. Upon the expiration or carlier termination of this Agreement, the Contractor shall return to the County, or deliver to the County's designee at the County’s request, any Data owned by the County that is in the Contractor's possession, ‘and any copies thereof, unless otherwise agreed to by the Contractor and the County in writing and consistent with applicable laws. In fulfillment of this obligation, all such Data shall be purged from the Contractor’s computer and web-based systems, and such destruction shall be certified in writing by an officer of the Contractor to the County. The Contractor agrees to require all employees, contractors, or agents of any kind with access to the County’s Data to comply with this provision, G, —_ Recdisclosure. 1. The Contractor shall not directly or indirectly release or otherwise reveal any Data to any third party for any purpose without prior written agreement of MCPS with regard to MCPS owned Data, or of the County with regard to County owned Data, which MCPS or the County may respectively grant, condition, or withhold in their sole discretion, except as otherwise provided by lav, regulation, or judicial or administrative process. 2. In the event that the Contractor is required by law, regulation, or judicial or administrative process to disclose any Data, the Contractor will promptly notify MCPS or the County respectively, in writing, if permitted by law, prior to making any such disclosure in order to facilitate MCPS or the County seeking of a protective order or other appropriate remedy fom the appropriate body. Should the confidential status of any MCPS Data be disputed, the Parties agree to work in good faith to reach a mutually satisfactory disposition. MCPS shall also require the County to work in good faith to reach a mutually satisfactory disposition with respect to the confidential status of the County’s Data. 23, The Contractor shall not engage in targeting advertising when the targeting of the advertising is based on the Date received from MCPS or the County; use the Data to amass a profile about any individual who is the subject of any image or video captured as part of the School Bus Safety Camera Program, except in connection with the Contractor's performance of its obligations under this Agreement. 4. The Contractor shall not sell any Data collected pursuant to this Agreement. H, Technology Representatives. MCPS shall designate a Technology Representative to be responsible for submitting requests to the Contractor’s Program Manager for access to video and associated metadata, and to manage technology matters with the Contractor. MCPS shall require the County to also designate a Technology Representative to manage technology matters with MCPS and the Contractor. I.___ The provisions of this Section IV shall survive the expiration or earlier termination of this Agreement, Program Contacts and Notice A. Each Party shall designate Program Contacts who shall be responsible for coordinating designated responsibilities as set forth in this Agreement. Program Contacts for each Party are as follows: Contractor Program Contacts: Force Multiplier Solutions, Inc, ‘The Contractor agrees to designate an Assistant Program Manager upon execution of this Agreement and to notify MCPS and the County pursuant to this Section V. Customer Services Center Manager The Contractor agrees to designate a Customer Services Center Manager upon execution of this Agreement and to notify MCPS and the County pursuant to this Section V. Maintenance Supervisor The Contractor agrees to designate a Maintenance Supervisor upon execution of this Agreement and to notify MCPS and the County pursuant to this Section V. 2BMCPS Program Contacts: Program Manag Todd Watkins Director Department of Transportation Montgomery County Public Schools 16651 Crabs Branch Way Rockville, Maryland 20855 (301) 840-8130 ‘Todd_Watkins@mepsmd.org ‘Technology Represent Reggie Smith Bus Route Supervisor Department of Transportation Montgomery County Public Schools 16651 Crabbs Branch Way Rockville, Maryland 20855 (G01) 840-8148 Reginald_J_Smith@mepsmd.org B. Pursuant to the MCPS-County MOU, the County's Program Contacts are as follows: County Program Contacts: Program Manager and Technology Representative Richard L. Hetherington Manager, Automated Traffic Enforcement Unit (A.T-E.U.) Montgomery County Police Department 100 Edison Park Drive 3" Floor Gaithersburg, Maryland 20878 (240) 773-6056 Richard Hetherington@montgomerycountymd.gov C. Each Party and the County may change any of its Program Contacts by providing written notice to the others. D. __Any notices to be given hereunder shall be in writing, and shall be deemed to have been given (a) upon delivery, if delivered by hand; (b) four business days after being sent by registered or certified mail, return receipt requested, postage prepaid; or (c) one business day after being sent for next business day delivery, fees prepaid, via a reputable nationwide overnight courier service to the Program Managers of either Party and the County. 4B, Either party or the County may give any notice or other communication hereunder using any other means (including messenger service, telecopy, telex, or electronic mail), but no such notice or other communication shall be deemed to have been duly given unless and until the party for whom it is intended has received it. F. The Contractor’s Program Manager, MCPS” Program Manager, and the County’s Program Manager, or their respective designees will participate in weekly meetings to discuss matters related to the School Bus Safety Camera Program. Installation of BusGuard™ System A. _ The Contractor shall install the BusGuard™ System on MCPS? school buses at a rate of 1. At least 100 school buses within six months from the date first above written; and 2. At least 400 additional schoo! buses within 18 months from the date first above written, B. The Contractor agrees to use reasonable best efforts to complete the installation of ‘the BusGuard™ System on all operational MCPS school buses by the end of the 36" month afier the date first above written. C. The Parties agree to work together to determine a schedule for the installation of the BusGuard™ System onto all operational MCPS school buses. D. The installation schedule shall take into consideration adequate time for the Contractor to finance, manufacture, ship, and install the components of the BusGuard™ System. FE. The Contractor may provide input regarding the order of school bus installation based on the greatest threats to student safety. F. MCPS, in its sole discretion, shall determine which school buses will be selected for each phase of installation. G. _MCPS reserves the right to retain any cameras currently installed on its school buses in their current position and to install any additional cameras as needed. vo. Term ‘The term of this Agreement (“Term”) shall be from the date first written above until June 30, 2021 (the “Expiration Date”), unless earlier terminated in accordance with Section VIII below. At the end of the Term, this Agreement may be renewed for an additional term of 12 months, and on a yearly basis thereafter for five years (each year a “Renewal Term”), on the same terms and conditions of the current Term unless otherwise modified, upon the mutual written consent of the 25Parties, VII. Termination MCPS may terminate this Agreement prior to the Expiration Date in accordance with Article 26 of the MCPS General Contracting Articles (as described in Section XII), and subject to the survival of any provisions in accordance with their specific terms. The Contractor may terminate this Agreement prior to the Expiration Date by giving MCPS 30 days advance written notice of the intent to terminate. Such termination shall be effective on the 30th day following receipt of such notice, unless otherwise agreed to by the Parties, In the event of termination by the Contractor, the Contractor agrees to comply with the termination processes and procedures as set forth in Article 26, Sections b) through g) of the MCPS General Contracting Articles. TX Wind-Down of BusGuard™ System and BusGuard™ Services A. 180 days prior to the expiration, or in the event of earlier termination of this Agreement, the Contractor shall provide a transition plan setting forth a methodical and efficient schedule for the Contractor to remove all BusGuard™ System equipment from MCPS’ school buses. The Contractor shall be solely responsible for removal of all equipment. Failure to remove all equipment within the timeframe specified in the transition plan may result in a delay in compensation. B. The Contractor agrees to remove all equipment such that MCPS school buses are retumed as close as possible to their pre-installation condition at the expiration or earlier termination of this Agreement. C. Upon expiration or earlier termination of this Agreement, the Contractor agrees to provide the County with up-to-date data of all archived, camera enforcement and processing operations contained in its system in a County acceptable format and media, D. The Contractor shall continue to process any outstanding Fine payments that the Contractor receives after the Expiration Date or date of early termination for Citations issued during the Term of this Agreement. MCPS agrees to pay the Contractor’s Fee at 100% of the amount in effect at the time of expiration or early termination for the processing outstanding Fine payments in accordance with Section X.D. E, The Contractor shall forward any correspondence received from registered owners after the expiration of the Term to the County’s Program Manager within two business days of receipt by the Contractor. F, The provisions of this Section IX shall survive the expiration or earlier termination of this Agreement. Costs, Compensation, and Revenue Sharing 26A. _ Costs, The Contractor shall be responsible for all costs associated with the BusGuard™ Systems, BusGuatd™ Services, and any other obligations or responsibilities of the Contractor set forth in this Agreement. MCPS and the County are in no way responsible for any costs associated with the installation, operation, maintenance, update, or repair of the BusGuard™ System or BusGuard™ Services, including any costs associated with the Violation Processing System, or for any Liability associated with the failure of any of the BusGuard™ System or BusGuard™ Services, B, Compensation. As compensation for the BusGuard™ System and the BusGuard™ Services, MCPS agrees to require the County to remit 100% of the Fines received under the School Bus Safety Camera Program to MCPS for payment to the Contractor until such time that the Contractor recovers the costs of its initial and ongoing capital investment, including the cost of the Add-On Cameras, costs to install the BusGuard™ System on all operational MCPS schoo! buses, and costs to operate the BusGuard™ System and to provide the BusGuard™ Services to MCPS and the County (the “Cost of Investment”), provided that all amounts received from remitted Fines are used to recover the Cost of Investment and to purchase and install the BusGuard™ System on MCPS? operational school buses. The Contractor agrees to provide MCPS and the County with a detailed schedule of items and associated costs that constitute the Cost of Investment, a mechanism to track the remuneration of these costs, and any applicable invoices or other documentation to demonstrate the application of remitted Fines. Upon the recovery of its Cost of Investment, the Contractor's compensation shall be adjusted in accordance with Section X.C below. 1. Cost of Investment Estimate. The Contractor estimates the Cost of Investment for the Term of this Agreement to be {EEN The following components constitute the estimated Cost of Investment: a) BusGuard™ System equipment and hardware: NI per school bus; and : BEBE: schoo! bus; b) Installation of BusGuard™ Syster 9) Opening cost MMMM yea. Operating css inlude, but are not limited to following: (1) Labor for maintenance of BusGuard™ System on MCPS" school buses; (2) Repair or replacement of BusGuard™ System equipment; @) Review and processing of video and metadata for the Violation Processing System; (4) Citation preparation and mailing; (3) Payment processing; (©) Generating reports; (7) Training of MCPS and County workforce; (8) Software development and updates; (9) Video and data storage; (10) Proportionate share of operational expenses for the Northem 27Cc Virginia Office; (11) Proportionate share of the cost of the Contractor’s maintenance vehicles and continued maintenance of such vehicles; and (12) Contract management costs to provide the equipment and services under this Agreement, such as costs for program ‘management and leadership personnel, travel, and document retention, ‘The Parties agree to meet regularly to review progress toward recovery of the Cost of Investment. Ifthe estimated Cost of Investment changes over the course of the Agreement, the Parties agree to meet and confer regarding the impact of these changes on the implementation of the Agreement, If a Citation is contested by the registered owner of a vehicle and the case is diverted to adjudication, the Contractor shall not be entitled to any compensation from Fines generated by a diverted citation, Revenue Sharing. The Parties agree that, after the first 18 months of the date first above written, they will enter into negotiations to determine a revenue sharing plan to take effect once the Contractor has recovered its Cost of Investment. The determination that the Contractor has recovered its Cost of Investment shall be informed by the Contractors reports submitted to MCPS as described in Section ILF.2, and shall be mutually agreed upon by the Parties. The Parties agree to finalize a revenue sharing plan by the end of the 24 month after the date first above written, If a revenue sharing plan is not finalized at that time, the Parties may mutually agree in writing to extend the period of negotiations for a specified term. Upon mutual agreement by the Parties that the Contractor has recovered its Costs of Investment, the Contractor shall be compensated in accordance with the agreed upon revenue sharing plan, 1 D. As part of the revenue sharing plan, the Parties agree to include a liquidated damages provision to apply to any malfunctions with the BusGuard™ System, its Violation Processing System, or for any noncompliance with reporting requirements that the Contractor fails to resolve after a period of time to be specified in the revenue sharing plan. Payments to the Contractor. No later than the 15th business day of each month, the Contractor shall provide the County, with a copy to MCPS, a report summarizing the collection of all Fines for the previous month, in accordance with accounting and reporting requirements as determined by the County in its sole discretion, and an invoice, ina form and format approved by the County, indicating the compensation fee to be paid to the Contractor in accordance with the compensation and revenue | sharing provisions in Section X.B and X.C above (the “Contractor's Fee”). The | monthly summary report shall be in an Excel (xlsx) or csv delimited format and | provide the following information for each paid Citation: 28a) Citation number; b) Date of Citation; c) Issuing date; d) Payment date; e) Payment method; 1) Payment amount; 2) Location of Event; and h) Invoice (GL) date. 2. The Contractor shall submit the monthly summary report and invoice to: Richard Hetherington, Contract Administrator, Department of Police, Automated Traffic Enforcement Unit, 100 Bdison Park Drive, 3 Floor, Gaithersburg, Maryland 20878 with copy to the MCPS Program Manager. 3. Upon the County’s approval of the monthly summary report and invoice, and to the extent to which funds are available in the MCPS Entrepreneurial Activities Fund, MCPS will pay the Contractor's Fee to the Contractor within 30 days of deposit of the Contractor’s Fee into the MCPS Entrepreneurial Activities Fund by the County. Approval by the County shall contingent on: (i) verification of the invoice; (ii) compliance with the Contractor’s obligations under this Agreement; and (ifi) compliance with the Contractor's reporting requirements as set forth in Section ILF and IG. 4. Ifa dispute arises between the County and the Contractor regarding the amount ofan invoice and the compensation due to the Contractor, the Contractor agrees to pursue resolution of the dispute in good faith with the County directly and shall not seek reimbursement from MCPS. Under no circumstance may the Contractor seek reimbursement from MCPS for any compensation or other costs, except insofar as funds are provided for such compensation or costs by the County to MCPS. Contractor Participation in Public Edueation Activities A. The Contractor agrees to participate and assist in the development of a media campaign in collaboration with MCPS and the County to provide public awareness information to residents and visitors of Montgomery County regarding the School Bus Safety Camera Program, The Contractor may be required to attend public meetings and assist MCPS and the County in providing demonstrations. B. The Contractor agrees to assist MCPS and the County with development of public awareness information for their respective websites regarding the School Bus Safety Camera Program. Information shall include diagrams, graphies, sample images, and relevant internet links. C. The Contractor agrees to distribute public awareness information regarding the 29XI. School Bus Safety Camera Program by including program inserts with mailed Citations. D. MCPS agrees, and shall require the County to agree, to assist with the development of public awareness information and to provide approval of any proposed inserts for citation mailings. General Contracting Articles Subject to Section XIV below, the MCPS General Contracting Articles are incorporated herein by reference and made a part of this Contract as Exhibit C, except for the following modifications: A. Article, 3, Personnel, which is superseded by Section V, Program Contacts and Notice, of this Agreement, B. Article 7, Price, which is superseded by Section X, Costs, Compensation, and ‘Revenue Sharing, of this Agreement. C. Article 8, Period of Performance, which is superseded by Section VII, Term, of this Agreement. D. Article 16, Documentation and Copyright, is amended to clarify that the last sentence does not apply to any component of the BusGuard™ System or the BusGuard™ Software, E, __Article 23, Compliance with Local Laws, which is superseded by the following provision: ‘The Contractor shall comply with all applicable laws, ordinances, and codes of Maryland and Montgomery County, all rules established by the District Court of Maryland, the Maryland Circuit Court, and the MVA, as well as all applicable policies of the Board of Education and regulations issued by the superintendent of schools, Board polices and MCPS regulations are available at this link: |ttp://www.montgomeryschoolsmd.org/departments/policy/, F. Article 27, Order of Precedence, which is superseded by Section XIN, Priority of Documents, below. G. Article 33, Indemnification and Insurance, which shall be modified by including the County as an additional loss payee. ‘The paragraph regarding certificates of insurance shall be superseded by the following: Certificates of Insurance: ‘The Contractor shall provide MCPS and Montgomery County with certificates of insurance within ten (10) days of execution of the contract evidencing the coverages required above. ‘The certificates shall confirm that MCPS and Montgomery County have been made an additional loss payees under the respective insurance policies. The certificates of insurance shall provide 30that MCPS and Montgomery County shell be given at least thirty (30) days prior written notice of any cancellation of, intention not to renew, or material change in such coverage. The Contractor must provide the certificates of insurance before commencing the work covered by this contract. ‘XIIL. Third Party Beneficiaries The Parties agree that the County is a third party beneficiary of this Agreement, Other than the County, none of the provisions of this Agreement are intended for the benefit of any other third party, and no such other third party shall have the right to enforce the provisions of this Agreement. XIV. Priority of Documents In the event of a conflict between a provision of this Agreement and a provision of the General Contracting Articles, this Agreement shall govern, XV. Counterparts ‘This Agreement may be executed in counterparts, each of which shall be deemed an original and which together shall constitute one and the same instrument, Each Party may rely on facsimile or Adobe Portable Document Format (PDF) signature pages as if such facsimile or PDF signature ages were originals. [Signature Pages Follow] 31IN WITNESS WHEREOF, the Parties hereby enter into this Agreement as of the date and year first above written. BOARD OF EDUCATION OF MONTGOMERY COUNTY doing business as ‘COUNTY PUBLIC SCHOOLS a/30/16 Date Det Noes 130] 2o/b |. Poirier, Date 2