Verra Mobility Purchase Order for Goods and/or Services – Standard Terms and Conditions

  1. Acceptance of Order

This purchase order, consisting of these Terms and Conditions and the terms and conditions set forth on the face hereof (the “Purchase Order”) is an offer to purchase goods and/or services by Verra Mobility Corporation or one of its wholly owned subsidiaries named on the face hereof (“VERRA MOBILITY”) and shall become a binding contract subject to the terms and conditions set forth herein when accepted by VENDOR’S acknowledgement OR commencement of performance or fulfillment of this Purchase Order. This Purchase Order can be accepted only on the exact terms and conditions stated herein and no terms or conditions stated by VENDOR in accepting this Purchase Order shall become a part of the parties’ contract unless expressly accepted in writing by VERRA MOBILITY.

Notwithstanding anything herein to the contrary, if a written contract signed by both parties is in existence covering the sale of the Goods and/or Services covered hereby, the terms and conditions of such contract shall prevail to the extent they are inconsistent with this Purchase Order.

  1. For the Purchase of Goods
    • Price and Delivery. VENDOR shall furnish the goods covered by this Purchase Order (“Goods”) in accordance with the prices and delivery schedule stated on the face hereof. The quantities of Goods as indicated on the face hereof may not be exceeded without the prior written authorization from VERRA MOBILITY. The prices reflected on this Purchase Order shall include applicable charges such as packing, loading, shipping and insurance as well as applicable Taxes (defined below). Delivery of the Goods shall be made subject to Incoterms® 2020 in accordance with the terms on the face of this Purchase Order.
    • Risk of Loss and Passage of Title. Unless otherwise specified, risk of loss and passage of title shall pass upon unloading at VERRA MOBILITY’S physical location or such other location specified by Verra Mobility, subject to VERRA MOBILITY’S right of inspection and acceptance.
    • Inspection and Rejection of Goods. All Goods shall be subject to inspection and testing at the discretion of VERRA MOBILITY at any reasonable time and from time to time before, during or after production or delivery. VERRA MOBILITY reserves the right to reject any Goods not in strict conformity with the terms of this Purchase Order.
    • Changes and Substitution. VERRA MOBILITY reserves the right to make changes to this Purchase Order upon reasonable notice to VENDOR. Any difference in price, delivery or warranty resulting from such changes shall be equitably adjusted and the order modified accordingly in writing prior to the execution of such change. Substitution by VENDOR of Goods other than those specified in this Purchase Order shall not be permitted except with prior written approval by VERRA MOBILITY.
    • Right to Cancel. If complete deliveries are not made at the time agreed upon, VERRA MOBILITY reserves the right to modify delivery dates, to cancel the outstanding balance or to purchase elsewhere without liability, and to hold VENDOR liable for any resulting Losses (as defined below). If delivery dates cannot be met, VENDOR shall advise VERRA MOBILITY in writing in advance of the delivery date and provide the earliest possible shipping date.
    • Warranties. In addition to its standard warranty, VENDOR warrants that Goods shall:
      • be free and clear of all liens and encumbrances, good and merchantable title thereto being in VENDOR;
      • be free from any defects in design, material or workmanship;
      • be new (including parts) and of good and merchantable quality;
      • conform to VERRA MOBILITY’S specifications or sample approved by VERRA MOBILITY, and be fit for the known purposes for which purchased hereunder; and
      • comply and have been produced, processed, delivered and sold in conformity with all applicable national, state or other laws, administrative regulations and orders.

The foregoing warranties shall survive inspection, delivery and payment.

  1. For the Purchase of Services
    • Price. VENDOR shall perform services covered by this Purchase Order (“Services”) in accordance with the prices and delivery schedule stated on the face hereof. The prices reflected on this Purchase Order shall include applicable Taxes.
    • Performance of Services. VENDOR must perform the Services promptly and, in any event, in accordance with any timetable which has been agreed in writing by the parties for the performance of the Services.  VENDOR shall provide and pay for all labor, materials, transportation, tools and equipment necessary for completion of the Services in accordance with the terms set forth in this Purchase Order, unless mutually agreed to in writing.
    • Access to Services. VENDOR shall permit observation of the Services by VERRA MOBILITY’S personnel and by public authorities at all times. VENDOR shall render services during agreed upon working hours.
    • Inspection and Acceptance of Services. VERRA MOBILITY reserves the right to inspect all Services during performance and/or upon completion thereof and to require re-performance at VENDOR’S sole expense of any Services that fail to conform to the specified requirements of this Purchase Order.
    • Warranty and Correction of Services. All Services rendered hereunder shall be performed: by personnel adequately trained, skilled and equipped to perform such Services in a good, safe, and workman-like manner; and in accordance with the highest standards of the profession or industry. VENDOR, at its expense, shall re-perform any Services that fail to conform to the specified requirements of this Purchase Order if such failure becomes evident within one (1) year from the date of completion.
    • Liens. VENDOR shall take such action as is permitted or required by law to prevent any lien from attaching to VERRA MOBILITY’S property arising from the performance of this Purchase Order. At the time of each payment to VENDOR, VENDOR shall deliver to VERRA MOBILITY any releases and/or waivers of all liens arising from material furnished or labor performed up to the time of such payment.
  2. Taxes

VERRA MOBILITY shall not be liable for any Taxes with respect to this Purchase Order other than local, state or national Taxes levied on VERRA MOBILITY that VENDOR is required by law to collect from VERRA MOBILITY.  It shall be VENDOR’S obligation to correctly calculate and timely bill VERRA MOBILITY the applicable Taxes. VENDOR shall indemnify and hold VERRA MOBILITY harmless for any claims related to unpaid Taxes to the extent caused by VENDOR’S failure to correctly invoice applicable Taxes to VERRA MOBILITY.  "Taxes" means the sales, use, consumption, goods and services, import or export (tariffs), and value-added taxes imposed by the appropriate government agency arising out of the supply of Goods or delivery of Services under this Purchase Order, except taxes imposed on the income of VENDOR.

  1. Payment
    • Subject to the performance by the VENDOR of its obligations under this Purchase Order, Verra Mobility will pay all correct invoices in accordance with any payment terms set out on the face of this Purchase Order (or if nothing is specified on the face of this Purchase Order, within 90 days after the date of receipt of a valid invoice by VERRA MOBILITY).
    • Unless otherwise stated, all invoices must be issued in and all payments will be made in United States Dollars.
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  1. Default

VERRA MOBILITY may terminate this Purchase Order in whole or in part with immediate effect by providing written notice to the VENDOR if: (a) VENDOR is in breach of this Purchase Order and such breach is incapable of being remedied (including if VENDOR advises VERRA MOBILITY that it is unable or unwilling to complete performance of this Purchase Order); (b) VENDOR is in breach of this Purchase Order and such breach is capable of being remedied, but VENDOR fails to remedy the breach within 7 days of its receipt of a notice requiring it to do so; (c) VENDOR acts or omits to act and that materially damages the brand or reputation of VERRA MOBILITY or in any manner calculated or likely to bring VERRA MOBILITY into disrepute; or (d) VENDOR is unable to perform this Purchase Order satisfactorily as a result of insolvency, filing for bankruptcy or assignment for the benefit of creditors (each an “Event of Default”).

If VENDOR is subject to an Event of Default, VERRA MOBILITY may engage others to, or itself, carry out any part or the whole of the Purchase Order. VERRA MOBILITY may determine the reasonable cost so incurred by VERRA MOBILITY and any other Losses sustained by VERRA MOBILITY as a consequence, and the same will constitute a debt due and owing by VENDOR to VERRA MOBILITY.

  1. Indemnification

VENDOR shall indemnify and hold harmless VERRA MOBILITY, its officers, directors, agents, servants, employees, and affiliates (collectively, the “Verra Mobility Indemnitees”) from and against any and all loss, cost, expense, liability, damage, penalties, fines, attorneys’ fees and other legal costs (collectively, “Losses”) caused by or arising out of the performance of the Services or supply of the Goods or the acts or omissions of VENDOR or its officers, directors, employees, agents, servants, contractors or subcontractors (“VENDOR Parties”) except to the extent caused by the gross negligence of any Verra Mobility Indemnitee. VENDOR shall assume, on behalf of the Verra Mobility Indemnitees, the defense of any action at law or in equity which may be brought against a Verra Mobility Indemnitee upon or by reason of claims related to the performance of the Services or supply of the Goods, or acts or omissions of a VENDOR Party (“Claims”), and shall pay on behalf of the Verra Mobility Indemnitee, upon demand, the amount of any judgment that may be entered against the Verra Mobility Indemnitee in any such action.  If any Claims arise or Losses are incurred by a Verra Mobility Indemnitee, Verra Mobility may withhold from any payments due to VENDOR an amount sufficient in its judgment to protect and indemnify the Verra Mobility Indemnitees from and against the Claim and/or Loss.

  1. Limitation of Liability

In no event shall Verra Mobility’s liability under this Purchase Order exceed the purchase price on the face hereof.   Notwithstanding anything to the contrary in this Purchase Order, Verra Mobility will not under any circumstances (whether in contract, tort, or otherwise) be liable for any indirect or  consequential damages (including loss of profit), exemplary, special or punitive damages. 

  1. Insurance

Unless otherwise specified in the Purchase Order, VENDOR must hold, during the term of this Purchase Order and for one (1) year thereafter, the insurances that a prudent VENDOR of the Goods and Services would hold, including at least insurance satisfying the below:

    • Worker’s Compensation Insurance - $1,000,000 USD or such other limit as required by law
    • Comprehensive Automobile Liability - $1,000,000 USD per occurrence
    • Employer’s Liability - $500,000 USD per occurrence
    • Professional Liability - $2,000,000 USD per occurrence
    • Comprehensive General Liability - $2,000,000 USD per occurrence
    • Fidelity/Crime – $1,000,000 USD per occurrence
    • If Goods are provided, Products Liability - $2,000,000 USD per occurrence
    • No retention in excess of $50,000 USD

The general liability insurance specified in section (e) above shall include coverage for VENDOR’S contractual liability under Section 7 (Indemnification) of this Purchase Order, with limits not less than those set forth herein. VENDOR shall not undertake any work under this Purchase Order until all required insurance have been obtained and, upon request, certificates confirming coverage furnished to and approved by VERRA MOBILITY.

  1. Intellectual Property

VENDOR acknowledges that Verra Mobility owns the intellectual property rights in any design, drawing, specification, document, or other materials (“Works”) provided to or produced for Verra Mobility pursuant to this Purchase Order. VENDOR hereby absolutely assigns and transfers (and will procure that its personnel, affiliates, sub-contractors and suppliers assign and transfer) to VERRA MOBILITY with full title of all existing and future intellectual property rights throughout the entire world in the Works, including all statutory and common law rights attaching thereto. VENDOR will execute any and all documents necessary to assign and transfer to VERRA MOBILITY all intellectual property and other rights in the Works pursuant to this Agreement. Where applicable Verra Mobility may grant a non-exclusive license to VENDOR to use or reproduce the Works for the sole purpose of the supply of the Goods to or performance of the Services for Verra Mobility.

VENDOR warrants that any deliverables provided hereunder (including any Works or Goods) do not infringe any patent, trademark or copyright of third parties or misappropriate trade secrets of third parties. VENDOR, at its sole expense, shall hold VERRA MOBILITY harmless, indemnify, and defend VERRA MOBILITY against all Losses caused by or arising out claims related to the subject matter of the foregoing warranty (“IP Claims”). In the event of an IP Claim, VENDOR shall, at its sole expense (i) procure for VERRA MOBILITY the right to continue using the deliverable; or (ii) replace or modify such deliverable so that it is non-infringing and substantially equivalent in function to the infringing deliverable.

  1. Proprietary Information

All information, including but not limited to writings, drawings, models, trademarks and oral disclosures, not in the public domain received by VENDOR from VERRA MOBILITY or produced by VENDOR in performing work hereunder (“Confidential Information”), is and shall be the sole property of VERRA MOBILITY, shall be held by VENDOR in confidence at all times and shall not be used or disclosed to any third party without VERRA MOBILITY’S prior written consent. VENDOR shall use Confidential Information solely for performing or fulfilling this Purchase Order.  Confidential Information will not be used by the VENDOR for any other purpose, including but not limited to: (a) any use to harm or injure or to compete with VERRA MOBILITY or in any other way detrimental to VERRA MOBILITY; and (b) training any software system provided by or used by VENDOR, including machine language or artificial intelligence tools. VENDOR shall treat the Confidential Information with the same degree of care and same restrictions as it treats its own confidential information, but in no event with less than reasonable care and reasonable restrictions. VENDOR shall be responsible for any breach of this provision by any of its employees, contractors or agents and agrees, at its sole expense, to take all reasonable measures (including but not limited to court proceedings) to restrain its employees contractors or agents from prohibited or unauthorized disclosure or use of the Confidential Information. VENDOR hereby agrees that if any of these restrictions is breached, a remedy in law may be inadequate. Therefore, without limiting any other remedy available at law or equity, an injunction, specific performance or other form of equitable relief or money damages or any combination thereof shall be available to VERRA MOBILITY. VERRA MOBILITY shall be entitled to recover the cost of enforcing this provision, including, without limitation, any attorneys' fees and costs incurred.

  1. Assignment and Subcontracting

VENDOR shall not assign its rights or delegate its performance obligations under this Purchase Order nor subcontract this Purchase Order in whole or in part without the prior written consent of VERRA MOBILITY.

  1. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in this Purchase Order shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.

  1. Set-Off

All claims for monies due or to become due from VERRA MOBILITY under this Purchase Order shall be subject to the deduction by VERRA MOBILITY of any set-off or counter-claim arising out of this or any other of VERRA MOBILITY’S or its affiliates contracts with VENDOR.

  1. Disputes

Any dispute arising under this Purchase Order that is not disposed of by agreement of the parties will be adjudicated in Maricopa County, Arizona.  The parties waive any and all jurisdiction and venue objections to such adjudication. The parties hereby waive the right to a jury trial. Pending settlement or final decision of any such dispute, VENDOR shall proceed diligently with the performance of this Purchase Order in accordance with VERRA MOBILITY’S direction.

  1. Governing Law

The validity, performance and construction of this Purchase Order shall be governed by the laws of the state of Arizona, without regard to principles of conflicts of laws.  The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Purchase Order.

  1. Compliance with Law

VENDOR shall comply with all applicable laws, regulations and ordinances. VENDOR shall maintain in effect all the licenses, permissions, authorizations, consents and permits that it needs to carry out its obligations under this Purchase Order. VENDOR shall comply with all export and import laws of all countries involved in the sale of the Goods under this Purchase Order or any resale of the Goods by VENDOR. VENDOR assumes all responsibility for shipments of Goods requiring any government import clearance. VERRA MOBILITY may terminate this Purchase Order if any governmental authority imposes antidumping or countervailing duties or any other penalties on Goods.

  1. Equal Employment Opportunity

To the extent not exempt, VENDOR and any subcontractor shall abide by the requirements of 41 CFR §§ 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities, and prohibit discrimination against all individuals based on their race, color, religion, sex, sexual orientation, gender identity, or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, sexual orientation, gender identity, national origin, protected veteran status, or disability. In addition, VENDOR and any subcontractor will not discharge or in any other manner discriminate against any employee or applicant for employment because such employee or applicant has inquired about, discussed, or disclosed the compensation of the employee or applicant or another employee or applicant. To the extent not exempt, VENDOR and any subcontractor shall also abide by the requirements of 29 CFR Part 471, Appendix A.

  1. Business Ethics and Conduct

VENDOR shall comply with VERRA MOBILITY’s  Code of Business Ethics and Conduct for Product and Service Providers as set forth below.  In addition, by accepting this Purchase Order, VENDOR acknowledges that it has accessed VERRA MOBILITY’s Code of Business Ethics and Conduct and Anti-Bribery and Corruption Policy (each available at www.verramobility.com/integrity-compliance), reviewed these documents, acknowledges their requirements, and shall comply with them.

  1. Use of Name

Verra Mobility reserves the right to include VENDOR in our vendor lists and may refer to VENDOR and the VENDOR’S Goods and/or Services for the purposes of any legal, securities, or securities exchange disclosure requirements. Verra Mobility Corporation, the ultimate parent company in the corporate family, is a public company registered with the U.S. Securities and Exchange Commission (“SEC”) with shares of its common stock listed on the NASDAQ. Nothing in this Purchase Order or any subsequent agreement with the VERRA MOBILITY may be construed to limit VERRA MOBILITY’S ability to comply with its disclosure obligations as interpreted by its attorneys and accountants under applicable laws, rules, and regulations of the SEC or the NASDAQ.

  1. Survival

Upon termination of this Purchase Order, Sections 2-5, 7-11, 14-16, 20-22, and any other provisions of this Purchase Order which by their nature extend beyond the expiration or termination of this Agreement, will survive and remain in effect until all obligations are satisfied.

  1. Severability

If any term or provision of this Purchase Order is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Purchase Order or invalidate or render unenforceable such term or provision in any other jurisdiction.

 

Canadian Purchaser Rider

For purchases where Verra Mobility entity listed on the face hereof is either Redflex Traffic Systems (Canada) Limited or Canadian Highway Toll Administration Ltd.:

Section 5(b) shall be replaced with the following:

Unless otherwise stated, all invoices must be issued in, and all payments will be made in Canadian Dollars.

Section 15, Disputes, shall be replaced with the following:

Disputes.  Any dispute arising under this Purchase Order that is not disposed of by agreement of the parties will be adjudicated in the Province of Ontario.  The parties waive any and all jurisdiction and venue objections to such adjudication. The parties hereby waive the right to a jury trial. Pending settlement or final decision of any such dispute, VENDOR shall proceed diligently with the performance of this Purchase Order in accordance with VERRA MOBILITY’S direction.

Section 16, Governing Law, shall be replaced with the following:

Governing Law. All matters arising out of or relating to this Purchase Order shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, without giving effect to any choice or conflict of law provision or rule (whether of the Province of Ontario or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than those of the Province of Ontario. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to this Purchase Order.

Section 18, Equal Employment Opportunity, is not applicable.

 

 

VERRA MOBILITY

Code of Business Ethics and Conduct for Product and Service Providers

Verra Mobility Corporation and its wholly owned direct and indirect subsidiaries and affiliates worldwide (collectively, “VERRA MOBILITY”) is committed to more than just adherence to laws and regulations and strives to achieve the highest level of integrity and ethics in our dealings with each other, our clients, stakeholders, the general public, and government agencies. We expect the same from our suppliers, contractors, agents, consultants, partners, and anyone with whom the VERRA MOBILITY brand may be associated (“Providers”). VERRA MOBILITY requires that its Product and Service Providers adhere to the following business requirements:

Compliance with Laws and Regulations

Every Provider must comply with all rules, ordinances, laws, ethical obligations regulations and stock exchange rules applicable to the Provider in the jurisdictions in which they operate (“Applicable Standards”). Each Provider’s employees, contractors, agents, and business activities are likewise expected to be compliant with all Applicable Standards. Please remember that the perception of compliance is often as important as actual compliance.

Bribery or Money Laundering

As made clear in its Anti-Bribery and Corruption Policy, VERRA MOBILITY has zero tolerance for bribery or corruption in any aspect of its business, including any form of corruption, bribery, kickback, extortion, embezzlement, or money laundering. No Provider shall participate in, facilitate, or permit any form of such activities, whether with respect to Public Officials[1] or to any others. This prohibition is not only limited to those areas of business in which VERRA MOBILITY, and its Providers interact directly – VERRA MOBILITY cannot risk associating with companies who engage in this activity in any area of their business. Providers shall comply strictly with all Applicable Standards and with VERRA MOBILITY’s policy set forth herein.

Antitrust

Providers must comply with all Applicable Standards in the area of antitrust. Providers shall not collude with the unlawful intent to reduce competition. Further Providers shall not undertake or conspire with others to undertake unlawful action(s) with the intent to (a) fix, manipulate or restrain competitor prices or other terms of trade involving competing parties, or (b) divide territories or markets, and/or otherwise allocate customers and prospective customers, or (c) boycott certain customers or suppliers.

Trade Regulation

Providers shall comply with all Applicable Standards related to export control, sanctions and customs laws, and other regulations, including prohibitions and restrictions limiting trading countries or parties (i.e., trade law). The Provider affirms that the Provider, its beneficial owner(s), agents and any other subcontractors it employs are not listed on any applicable denied party sanction lists.

Conflict Minerals

Providers shall comply with all Applicable Standards and due diligence obligations with respect to the sourcing of minerals and materials from conflict affected regions and high-risk areas, which may contribute to human rights abuses, corruption, the financing of armed groups or similar negative effects.

Human Rights

Providers shall comply with all Applicable Standards related to the protection of human rights and take reasonable steps to ensure that there is no modern slavery or human rights abuses in any part of its business. Providers must ensure that human rights are valued and respected across their business, operations, and supply chains.

Data Protection and Management

Providers shall adhere to all Applicable Standards with regard to data protection, including the security of personal data of customers, consumers, employees and shareholders when it is collected, recorded, hosted, processed, transmitted used or erased. Providers will also adhere to all Applicable Standards and contractual data retention and disposal requirements.

Confidential and Proprietary Information

Providers shall safeguard VERRA MOBILITY’s confidential and proprietary information. This obligation includes using reasonable procedures to safeguard information technology systems on which VERRA MOBILITY information is stored or transmitted. In addition, Providers shall refuse any improper access to confidential or proprietary information of any other company, including our competitors and customers.

Insider Information

Providers must comply with all Applicable Standards related to insider trading and are prohibited from trading in VERRA MOBILITY stock or other securities while in possession of material nonpublic information about VERRA MOBILITY.

Intellectual Property

Providers shall respect the intellectual property rights of VERRA MOBILITY and others and shall comply with Applicable Standards related to patents, copyrights, trademarks, and trade secrets.

Lobbying Activities

No third party may conduct Lobbying Activities on behalf of VERRA MOBILITY absent coordination with the VERRA MOBILITY Government Relations Department and a formal written agreement with VERRA MOBILITY. Providers engaging in authorized Lobbying Activities on behalf of VERRA MOBILITY must comply with all Applicable Standards for the affected jurisdiction(s).

Accounting

It is VERRA MOBILITY’s policy to comply with generally accepted accounting principles, rules, controls, and disclosures at all times and to ensure that our auditors are provided complete and accurate information. No Provider shall knowingly participate in any scheme to unethically avoid such accounting principles, rules, controls, or disclosures.

Government Contracting

Providers shall comply with all Applicable Standards related to the initiation, negotiation, and ongoing fulfillment of government contracts. Such compliance includes an affirmative obligation to only offer or provide contributions, gifts, gratuities or anything else of value to Public Officials as permitted by Applicable Standards. Providers shall consider the public perception associated with the provision of anything of value to any Public Official prior to providing (or offering to provide) such thing of value. Under no circumstances may Provider provide anything of value, directly or indirectly, on or for the benefit of any Public Official, on behalf of or for the benefit of VERRA MOBILITY or in connection with the products or services provided for VERRA MOBILITY.

Gifts and Gratuities to VERRA MOBILITY Employees

Except for reasonable business meals, entertainment events, or promotional items, no Provider shall offer or provide to any VERRA MOBILITY employee any gift, gratuity, or other benefit. Any such meals, entertainment, and promotional items shall not be given for the purpose of securing an improper business advantage. We expect our employees to discharge their duties in an ethical manner and with the long term good of VERRA MOBILITY and its reputation in mind. We seek to avoid even the appearance of any form of favoritism or conflict of interest.

Discrimination or Harassment

No Provider shall unlawfully discriminate in hiring, employment practices, business development initiatives, or key strategic decisions on the basis of race, national origin, gender, age, sexual orientation, citizenship, marital status, disability, veteran status or religion. Providers shall provide a workplace free from unlawful harassment and that complies with Applicable Standards relating to the workplace.

Proper Employment Practices

Providers shall comply with all Applicable Standards regarding employment, including but not limited to issues related to minimum, living or prevailing wages, maximum work hours, overtime, and benefits. Providers shall be mindful of and encourage dignity and respect for the individual.

Immigration Laws

Providers shall only employ individuals with a legal right to work in the country in which such individual’s work is performed and shall affirmatively validate each employee’s legal eligibility to work.

Safe Work Environment

Providers shall maintain a safe and sanitary workplace that includes appropriate protective equipment. Each workplace shall be in compliance with applicable environmental, health and safety laws.

Conflict of Interest

Providers shall immediately disclose to the parties listed at the end of this document any actual or potential conflict of interest related to its business with VERRA MOBILITY. A conflict of interest is any personal or financial interest, any business or personal activity or relationship, prior or current engagement, or any obligation that may interfere with the ability to objectively perform duties and responsibilities or impair independence and objectivity. Such conflict-of-interest situations include critical relationships such as a relationship by blood or marriage, partnership, participation or an investment in business partners or competitors.

Suspected Noncompliance

All Providers shall promptly evaluate and resolve any suspected incidents of noncompliance with Applicable Standards. Providers are expected to report such noncompliance matters affecting VERRA MOBILITY (including any matters wherein compliance may be called into question) to the parties listed at the end of this document.

Communication

Providers are expected to communicate and uphold the standards set forth herein with their employees, contractors, and agents.

Applicability and Compliance

This Code of Business Ethics and Conduct applies to all Providers who have a business relationship with VERRA MOBILITY. In conducting business with or on behalf of VERRA MOBILITY, the Provider shares the responsibility for fully implementing VERRA MOBILITY’s ethical and lawful business practices. We are committed to ethical and lawful business practices and reserve all rights to take corrective action if a Provider does not meet the requirements set forth in this Code, and further reserve all remedies and defenses available to VERRA MOBILITY. Corrective action may include, but is not limited to, terminating any relevant agreements or orders for cause, and severing business relationships due to non-compliance.

 

Rev 2025-01

[1] Capitalized terms not defined in the text of this document are defined in the Anti-Bribery and Corruption Policy available at www.verramobility.com/integrity-compliance.