Finance Committee
January 24, 2022

- 1 -
1/24/2022 3:00:00 PM
www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE / COUNCIL WORKSHOP
Held Via Teleconference
(To Access Meeting Please See Instructions Below)
Monday, January 24, 2022 at 3:00 PM
*Roll Call: David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Bill Zoslocki, Member
Alternates: Jenny Kenoyer, Tony Madrigal, Chris Ricci, Sue Zwahlen * Please Note: In order to respond to COVID-19, and pursuant to AB 361, the City will hold this meeting via teleconference and Committee Members will be calling in.

THIS MEETING WILL NOT BE PHYSICALLY OPEN TO THE PUBLIC
In order to minimize the spread of the COVID-19 virus, this meeting will be conducted pursuant to AB 361, which amended the Brown Act’s teleconferencing provisions and will not be physically open to the public. You may observe and participate in the meeting via teleconference as indicated below.

PARTICIPATING IN COMMITTEE MEETINGS IN CONFORMANCE
WITH AB 361
The City of Modesto is providing alternatives to observe and participate in Committee meetings.

If you wish to make either a general public comment or to comment on a specific agenda item, you may use one of the following options:

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee Members and placed in the record, but will not be read aloud during the meeting. Written comments must be received by 2:00 p.m. on the day of the meeting. - 1 -
1/24/2022
- 2 -
1/24/2022 3:00:00 PM

VIRTUAL PARTICIPATION BY ZOOM VIDEO

CONFERENCING AND TELEPHONE
Joining the Committee meeting via Zoom
The City of Modesto is now offering the ability to view and participate in Committee meetings via telephonic conferencing via “Zoom” video conferencing computer technology. The meeting may be accessed through the use of Zoom using the following options:
 Enter the following link into an Internet Browser
https://us02web.zoom.us/j/86945970570,
 Enter the following link into an Internet Browser https://zoom.us/ and using the Webinar ID 869 4597 0570
 Passcode 84326
To use Zoom, please visit: https://zoom.us/ and either sign-up for a free Zoom account or continue as a guest. Once you have downloaded the app onto your mobile device, joined from your web browser, or downloaded the Zoom software on your computer you will be ready for the upcoming Committee meeting.

Joining the Committee meeting via Telephone
If you don’t have a smart phone or computer to access the meeting via Zoom, you can participate by phone, by calling 1-877-853-5257 (Toll Free) or 1-888-475-4499 (Toll Free) and enter the Webinar ID 869 4597 0570 Passcode 84326
Providing Public Comment on Zoom and by Telephone
The Committee Chairman will request public comment during the Public Comment periods on the meeting agendas and during each Regular Calendar Item on the Committee Agenda. Once the Chairman has announced the public comment period, please do one of the following.

USING A COMPUTER OR SMART PHONE APP:
 Click on the “Raise Hand” feature in the webinar controls. This will notify City staff that you have raised your hand.
 City staff will unmute your microphone when it is your turn to provide public comment.
 A prompt will appear to confirm you would like to be unmuted and then you will have three minutes to provide public comment.
 Once your public comment has ended, you will be muted again.

USING A REGULAR PHONE (not using a computer or smart phone APP):
 Dial *9 (star 9), this will notify City staff that you have “raised your hand” for public comment.
 City staff will unmute your microphone when it is your turn to provide public comment.
 You will hear “you are unmuted” and then you will have three minutes to provide public comment.
 Once your public comment has ended, you will be muted again. - 2 -
1/24/2022
- 3 -
1/24/2022 3:00:00 PM
 If your phone is unmuted, and you are unable to be heard, the host may ask that you Dial *6 to toggle mute on/off in Zoom.

Additional Zoom resources/support
Please visit Zoom’s website support page on helpful tips to prepare for the meeting:
https://support.zoom.us/hc/en-us/categories/201146643

PUBLIC COMMENTS
Please refer to special public comment instructions above.

Three minute time limit per speaker
Only interested persons in the audience may present these matters. Under State law, Committee members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee member prior to this meeting for study. Unless some member of the audience or Committee member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.

Any and all of the following agenda items are subject to action by the Modesto City Council.

This Agenda is on file at the Modesto-Stanislaus Library Reference Room, 1500 I Street, Modesto, in the City Clerk’s Office, Sixth Floor, 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to - 3 -
1/24/2022
- 4 -
1/24/2022 3:00:00 PM
participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting.

CONSENT
An item may be removed from consent and discussed at the request of an audience member or Committee member.

1. Consider approving the recommended budget adjustments to Fiscal Year 2021-22 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval. (Funding Source: Various Funds)
BUDGET; Steve Christensen, 209-577-5390, [email protected]

2. Consider approving the competitive bidding process from Merced County, Fast Open Contracts Utilization Services (FOCUS), Merced, CA for Cisco Annual Licensing and Support Maintenance with Telcion Communications Group, Turlock, CA for a threeyear Agreement for a total amount not to exceed $554,814 and forwarding to Council for approval. (Funding Source: Information Technology Fund) FINANCE DEPARTMENT; Cynthia Kline, 209-577-5412, [email protected]

3. Consider approving the competitive bidding process from Sourcewell (formerly National Joint Powers Alliance) with Rapid View IBAK North America under authorized dealer Jack Doheny Company, Northville, MI, for a Closed-Circuit Television (CCTV) van for a total amount not to exceed $264,154 and forwarding to Council for approval. (Funding Source: Wastewater Fund) FINANCE DEPARTMENT; Cynthia Kline, 209-577-5412, [email protected]

4. Consider approving an Agreement with LCP Tracker for Certified Payroll Monitoring Software in the amount of $16,460 for the initial year of implementation, and $12,343 annually for three years, for a total not to exceed amount of $53,489 and forward to Council for approval. (Funding Source: Capital Improvement Support Fund) UTILITIES; Jesse Franco, 209-571-5175, [email protected]

5. Consider approving an increase of purchase with Allsteel Inc., Muscatine, IA, for the procurement of modular systems furniture for the Sutter Plant Offices by $34,691 from $45,157, plus $3,469 in contingency (if needed) for a revised total amount not to exceed $83,317 and forwarding to Council for approval. (Funding Source: Wastewater Fund)
UTILITIES; William Wong, 209-571-5801, [email protected]

NEW BUSINESS

6. Consider accepting an update on the Parks, Recreation and Neighborhood Department accounts at the Stanislaus Community Foundation and approve the recommendations for account adjustments and forwarding to Council for approval. (Funding Source:
- 4 -
1/24/2022
- 5 -
1/24/2022 3:00:00 PM
Stanislaus Community Foundation revenue)
PRN; Laurie Smith, 209-577-5347, [email protected]

MATTERS TOO LATE FOR THE AGENDA
These may be presented by members of the Committee and staff upon determination by a majority vote that an emergency exists, as defined by State law, or by a 2/3 vote that (1) there is a need to take immediate action, and (2) that the need for action came to the City’s attention after the agenda was posted.

ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
- 5 -
1/24/2022

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 24, 2022
Date: January 3, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Bill Zoslocki, Member
FROM: Joseph P. Lopez, City Manager
SUBJECT: Monthly Budget Adjustment Report – January 2022 CONTACT: Steve Christensen, Budget Manager, [email protected] 209-577-5390
DESCRIPTION:

Consider approving the recommended budget adjustments to Fiscal Year 2021-22 Annual Operating and Capital Improvement Program Budgets and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus on Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

Each month staff presents a variety of budget adjustments requiring the approval of the City Council. These changes are submitted to the Finance Committee for review prior to submission to Council and include an explanation and justification for each transaction.

This report includes a number of adjustments that have been identified by monitoring department budgets. Due to the number of adjustments, they are included as an attachment to this report (Exhibit A). As in past reports, adjustments are segregated by fund and department as appropriate. The adjustments are reflected in a more summarized version and supporting documentation is available for review upon request.

Also included in this report as an attachment (Exhibit B) is a summary of the budget adjustments approved by the City Manager and/or Budget Manager consistent with the recent change in authority levels that was approved by Council with the passing of the Fiscal Year 2019-20 Operating Budget via Resolution No. 2019-305.
#1..
- 6 -
Finance Committee, January 24, 2022
Monthly Budget Adjustment Report – January 2022

DISCUSSION:

The monthly budget adjustments attached as Exhibit A in this item include adjustments across various departments. These adjustments are explained in further detail within Exhibit A.

FISCAL IMPACT:

The fiscal impact of each item is noted in the attachments to this report. The adjustments are for Fiscal Year 2021-22.

Approved by:

Joseph P. Lopez, City Manager
Attachments:

1. Exhibit A – Budget Adjustments Requiring Council Approval

2. Exhibit B – Staff Approved Budget Adjustments
#1..
- 7 -
Finance Committee, January 24, 2022
Monthly Budget Adjustment Report

EXHIBIT A
FISCAL YEAR 2021-22

COMMUNITY & ECONOMIC DEVELOPMENT
 A budget adjustment is needed to recognize revenue and amend the discretionary expense budget in the newly created Agricultural Mitigation Fund 3520 in the amount of $353,421. The funds will be received as part of the agricultural mitigation fee that developers will pay. The revenue will be used to pay for setting up and administering an agricultural mitigation program utilizing land owned by the City at the Jennings Road treatment plant, including start-up costs, on-going monitoring, legal costs, and potential agreements with outside parties for on-going administration.  A budget adjustment is needed to reduce the budget for project 101293, South Modesto Community Center. At this time, the project will not be moving forward with HUD CDBG funding. All expenses that had been incurred with this project will be funded by HUD CDBG Admin funding for FY22. There is no impact to the General Fund.  A budget adjustment is necessary to add the revenue and expenditure budget for the Modesto Downtown Community Benefit District in FY 2021-22. This budget is a passthrough budget in which an assessment is collected and then the expenditures are paid directly out of the assessment through the fiscal year. This budget was mistakenly not included in the Adopted FY 2021-22 Operating Budget that was approved by Council but this adjustment will correct that oversight. The adjustment will increase the revenue budget for the Special Assessments account (47051) by $780,150 in cost center 80035 (CED-Downtown Modesto Community Benefit District) in fund 1210 (Downtown Modesto Community Benefit District). The adjustment will also increase the budget in expense account 53505 (Intergovernmental Services – Other) by $780,150.

PUBLIC WORKS
 The following adjustments are being made from the various city Fleet Replacement subfunds to the Fleet Replacement Fund (5409). This action is being done to reimburse the Fleet Replacement Fund (5409) for vehicle purchases that had been made as required by fund accounting rules in FY 21-22 for the activity through December 2021. Below is a table showing the net effect in each sub-fund as a result of the various adjustments.

Fund Fund Name Net Impact
of
Adjustments
4219 Wastewater Fleet Replacement $68,107
5410 General Fund Equipment Fleet Replacement $58,829
Total Transfer Outs $126,936
5409 Transfer In – Fleet Management Fleet Replacement $126,936 Total Transfer Ins $126,936
A budget adjustment is necessary to establish a transfer in the amount of $68,107 from Wastewater Fleet Replacement Fund 4219 to Fleet Replacement Fund 5409 for a purchase made in FY 21/22 for (2) Compressor Trailer.
#1..
- 8 -
Finance Committee, January 24, 2022
Monthly Budget Adjustment Report

A budget adjustment is necessary to establish a transfer in the amount of $58,829 from General Fund Equipment Fleet Replacement Fund 5410 to Fleet Replacement Fund 5409 for a purchase made in FY 21/22 for (1) SUV Patrol and Police build out equipment.
 A budget adjustment is necessary to recognize $59,000 for Federal Aviation Administration revenue in the Special Aviation Fund, Fund 4320, to the American Rescue Plan Act ARPA – FAA Airport Non-Capital Project, #101378, and reallocate to the project discretionary expenses tasks. Funding was recently awarded and accepted by the City from the Federal Aviation Administration (FAA) as part of the Airport Rescue Grant program.
#1..
- 9 -
Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2021/22
AT #
Appro
ved by
CM,
BM or
DD Fund Fund Name Cost Ctr/Project Name Account Name
Rev/E
xp/TI/
TO
Acco
unt Current Budget
Increase
(Decrease)
Revised
Budget Description
AT-077 BM 0100 General Fund FIN - Accounting Interfund Charges - Service Credit labor charges Rev $ 549,755 697 $ $ 550,452
A budget adjustment of $697 is necessary to establish a direct charge agreement between Finance- Revenue Collections and Compliances and City Services for StanRTA - Transit Fare Media Sales. Finance will be providing the services of a Financial Analyst to determine the total monthly payment to the JPA and a Senior Financial Analyst to confirm accuracy.

AT-081 DD 0100 General Fund CED - Building Safety Budget Only - Salary Adjustment Decrease Exp $ - (34,650) $ $ (34,650)
AT-081 DD 0100 General Fund CED - Building Safety Budget Only - Benefit Adjustment Decrease Exp $ - (14,850) $ $ (14,850)
AT-081 DD 0100 General Fund CED - Land Development Professional Services Exp $ 30,000 49,500 $ $ 79,500 Total Changes for Fund 0100 $ 579,755 $ 697 $ 580,452
AT-082 BM 1130 CDBG Direct Program HUD Direct Program Direct Program Intergov - Downtown Streets Team Rev $ - 20,987 $ $ 20,987
AT-082 BM 1130 CDBG Direct Program HUD Direct Program Services City Forces - Interfund - Downtown Streets Team Exp $ - 4,368 $ $ 4,368
AT-082 BM 1130 CDBG Direct Program HUD Direct Program Direct Grants - Downtown Streets Team Exp $ - 16,619 $ $ 16,619
Total Changes for Fund 1130 $ - $ 41,974 $ 41,974
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program Federal Intergov - Activity 01359 Rev $ 800,000 (108,482) $ $ 691,518 AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program Federal Intergov - Activity 01390 Rev $ - 11,417 $ $ 11,417 AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program Federal Intergov - Activity 01391 Rev $ - 11,075 $ $ 11,075 AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program Federal Intergov - Activity 01392 Rev $ - 11,598 $ $ 11,598 AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program Federal Intergov - Activity 01393 Rev $ - 11,031 $ $ 11,031 AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program Federal Intergov - Activity 01394 Rev $ - 10,967 $ $ 10,967 AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program Federal Intergov - Activity 01395 Rev $ - 8,732 $ $ 8,732 AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program Federal Intergov - Activity 01396 Rev $ - 11,234 $ $ 11,234 AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program Federal Intergov - Activity 01397 Rev $ - 10,921 $ $ 10,921 AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program Federal Intergov - Activity 01398 Rev $ - 10,435 $ $ 10,435 AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program Federal Intergov - Activity 01399 Rev $ - 11,072 $ $ 11,072 AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1359
AD Exp $ 32,357 (11,318) $ $ 21,039
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1390
AD Exp $ - 1,417 $ $ 1,417
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1391
AD Exp $ - 1,075 $ $ 1,075
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1392
AD Exp $ 1,423 175 $ $ 1,598
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1393
AD Exp $ - 1,031 $ $ 1,031
A budget adjustment of $49,500 is necessary to cover costs associated with an Engineering Contract with NorthStar.

A budget adjustment in the amount of $20,987 is needed to increase the amount budgeted for FY22 Downtown Streets Team. The agreement has been extended through June 2022, and this is the remaining amount of the agreement.

A budget adjustment is necessary to clean up the project budget in order to close the project. There is no change to the total amount budgeted. #1..
- 10 -
Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2021/22
AT #
Appro
ved by
CM,
BM or
DD Fund Fund Name Cost Ctr/Project Name Account Name
Rev/E
xp/TI/
TO
Acco
unt Current Budget
Increase
(Decrease)
Revised
Budget Description
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1394
AD Exp $ - 967 $ $ 967
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1395
AD Exp $ - 513 $ $ 513
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1396
AD Exp $ - 1,234 $ $ 1,234
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1397
AD Exp $ - 921 $ $ 921
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1398
AD Exp $ - 435 $ $ 435
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1399
AD Exp $ - 1,072 $ $ 1,072
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1400
AD Exp $ - 532 $ $ 532
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1401
AD Exp $ - 846 $ $ 846
AT-087 BM 1180 CDBG Direct Program 101256 - Small Business Assistance Program
Services Interfund - Activity 1402
AD Exp $ - 1,100 $ $ 1,100
Total Changes for Fund 1180 $ - $ - $ 1,946
AT-079 BM 3460 Parks Capital Facility Fee
Fund Transfer Out Fund 3460 Transfer Out to Fund 3140 Exp $ - 450,000 $ $ 450,000 AT-079 BM 3460 Parks Capital Facility Fee
Fund Transfer Out Fund 3460 Transfer Out to Fund 3140 Exp $ - 392,834 $ $ 392,834 AT-079 BM 3460 Parks Capital Facility Fee
Fund Transfer Out Fund 3460 Transfer Out to Fund 6710 Exp $ - 20,050 $ $ 20,050 AT-079 BM 3460 Parks Capital Facility Fee
Fund Transfer Out Fund 3460 Transfer Out to Fund 6710 Exp $ - 150,000 $ $ 150,000 AT-079 BM 3460 Parks Capital Facility Fee
Fund Transfer Out Fund 3460 Transfer Out to Fund 6710 Exp $ - 153,867 $ $ 153,867 AT-080 BM 3460 Parks Capital Facility Fee
Fund
100945 - Hetch-Hetchy
Crossing Eng/Design/Admin Exp $ 270,772 100,000 $ $ 370,772 AT-080 BM 3460 Parks Capital Facility Fee
Fund
100945 - Hetch-Hetchy
Crossing Construction Admin Exp $ 650,000 (170,000) $ $ 480,000 AT-080 BM 3460 Parks Capital Facility Fee
Fund
100945 - Hetch-Hetchy
Crossing Land Acquisition Exp $ 809,228 70,000 $ $ 879,228 Total Changes for Fund 3460 $ 1,730,000 $ 1,166,751 $ 2,896,751 AT-077 BM 4100 Water Fund
FIN - City Services for
StanRTA - Transit Fare
Media Sales
Services City Forces - Interfund Exp $ 852 697 $ $ 1,549 A budget adjustment of $697 is necessary to establish a direct charge agreement between Finance- Revenue Collections and Compliances and City Services for StanRTA - Transit Fare Media Sales. Finance will be providing the services of a Financial Analyst to determine the total monthly payment to the JPA and a Senior Financial Analyst to confirm accuracy.

Total Changes for Fund 4100 $ 852 $ 697 $ 1,549
AT-084 BM 4330 County Aircraft Tax Fund PW-Transportation Airport Special Fund Operations
Repair and Maintenance
Services Exp $ 2,749 10,000 $ $ 12,749
A budget adjustment is necessary to increase the Repair and Maintenance account in the County Aircraft Tax Fund by $10,000 for purchase of K-rail to protect the fence at the City-County Airport. The fund reserves will be used for the increase in expense budget.

Total Changes for Fund 4330 $ 2,749 $ 10,000 $ 12,749
AT-086 BM 5510 Employee Benefit Fund HR - EBF Leave Replacement Benefit Contribution Expense Exp $ - 6,000 $ $ 6,000 A budget adjustment in the amount of $6,000 is needed to budget CalPERS replacement contribution expense in the employee benefits fund.

Total Changes for Fund 5510 $ - $ 6,000 $ 6,000
A budget adjustment is necessary to re-establish the remaining projects transfers outs from Fund 3460 to Project 101231, 101233, 101135, 101230, and 101232. The remaining transfer out budget of $1,166,751 total for all 5 projects is being reestablished. As the transfer out lapses each fiscal year, the budget needs to be reestablished.

A budget adjustment is necessary to re-allocate funds from the Construction Administration task to the Eng/Design/Admin and Land Acquisition tasks to account for additional property acquisitions and TCE's remaining. #1..
- 11 -
Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2021/22
AT #
Appro
ved by
CM,
BM or
DD Fund Fund Name Cost Ctr/Project Name Account Name
Rev/E
xp/TI/
TO
Acco
unt Current Budget
Increase
(Decrease)
Revised
Budget Description
AT-083 BM 6700 TRRP Operation Fund TRRP Operations Repair and Maintenance Services - Real Property Exp $ 15,020 (20) $ $ 15,000
AT-083 BM 6700 TRRP Operation Fund TRRP Operations Insurance Premium Exp $ 15,381 (6,880) $ $ 8,501 Total Changes for Fund 6700 $ 30,401 $ (6,900) $ 23,501 A budget adjustment is necessary to reduce expense appropriation for TRRP Operations (6700-80300) by $6,900 due to encumbrance rollovers so that revenues and expense appropriations match.
#1..
- 12 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 24, 2022
Date: December 1, 2021
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Bill Zoslocki, Member
THROUGH: Joseph P. Lopez City Manager
FROM: DeAnna Christensen, Director of Finance
Charlie Haase, Chief Information Officer
SUBJECT: Cisco Annual Licensing and Maintenance Support CONTACT: Cynthia Kline, Purchasing Manager, [email protected], (209) 577-5412 DESCRIPTION:

Consider approving the competitive bidding process from Merced County, Fast Open Contracts Utilization Services (FOCUS), Merced, CA for Cisco Annual Licensing and Support Maintenance with Telcion Communications Group, Turlock, CA for a three-year agreement for a total amount not to exceed $554,814 and forwarding to Council for approval. (Funding Source:

Information Technology Fund)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focuses of Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

The City of Modesto has standardized all switching and routing network equipment on Cisco Systems, Inc. The city’s networking infrastructure is key to providing host connectivity to all dispatch services, Wi-Fi, and Internet access for all City departments and locations.

In 2018, the Information Technology (IT) Department began a network update project to replace all out of warranty and end-of-life Cisco networking equipment. The current annual licensing and maintenance support has ended September 2021.

Cisco annual licensing and maintenance support is a support service that provides City staff with direct, 24-hour access to Cisco engineers and an extensive range of technical resources.

The support service includes emergency equipment repair, rapid network resolution, critical security device updates, continued use of Cisco VPN and Cisco software. Cisco VPN (virtual #2..
- 13 -
Finance Committee, January 24, 2022
Cisco Annual Licensing and Maintenance Support

private networking) is especially critical in the city’s COVID-19 response, providing I.T. the ability to support a remote workforce.

DISCUSSION:

On November 30, 2020, the Merced County FOCUS Division issued Request for Proposal #7370 for Technology Expertise, Equipment, Service and Systems on the Merced County Purchasing Division website1. Proposals were formally opened at the Merced County Purchasing Division office on January 15, 2021. Based on the scoring criteria2 defined in the RFP, four (4) companies were awarded contracts3. Contract No. 2021106 was awarded to Telcion Communications Group, Turlock, CA for Technology Expertise, Equipment, Services and Systems effective June 8, 2021 through June 7, 2024.

Fast Open Contracts Utilization Services (FOCUS) is California’s only nationwide, local government-to-government purchasing program. It allows cities, counties, schools, special districts and other public entities to acquire technology products and services quickly, easily and at competitive rates. The competitive process is continually refined to best meet needs and offer exceptional productions from nationally acclaimed vendors. The Purchasing Division recommends utilizing the existing competitively bid contract with Telcion Communications Group, Turlock, CA, Contract No. 2021106 for a three-year agreement for Cisco annual licensing and maintenance support for a total amount not to exceed $554,814.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set forth in Section 8-3.203 will result in a procurement for the City at the lowest cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

FISCAL IMPACT:

Sufficient funds for the Cisco annual licensing and maintenance support services for a threeyear agreement have been budgeted in the FY 21-22 in the Information Technology Fund in account 5230-17810-57005.

Approved by:

DeAnna Christensen, Director of Finance
Charlie Haase, Chief Information Officer
1 www.co.merced.ca.us/Purchasing-Bids
2 Overall responsiveness to the RFP; which includes clarity, completeness and general quality of proposal submitted; comprehensiveness of the bidder’s submitted proposal; Related technical capability, expertise and experience of the Bidder and staff personnel in providing similar services; Performance capabilities, reputation, reliability and service history as determined by reference validations; Capability of the bidder to complete the “Scope of Work” within time frames requires; Bidders acceptance of Terms and Conditions of the RFP and Pricing
3 AMS.net, AT&T, NTT America Solutions, Inc. and Telcion Communications Group #2..
- 14 -
Finance Committee, January 24, 2022
Cisco Annual Licensing and Maintenance Support

Joseph P. Lopez, City Manager
Attachments:

1. Telcion Security Quote TCG000837

2. Telcion Cisco Quote TCG0008314

3. FOCUS RFP 7370

4. Merced County Contract 2021106
#2..
- 15 -
Prepared for City of Modesto
2021-9 COM - Cisco DNA/Security Renewal - 3 Years
Quote#TCG008037 v2

PREPARED FOR PREPARED BY
Trina Armendariz
[email protected]
(209) 571-2908
Darren Rodrigues
[email protected]
209 656 5740
140 W. Main Street Turlock, CA 95380
#2..
- 16 -
www.telcion.com - (209) 632-5700
LINE # DESCRIPTION QTY UNIT PRICE EXT. PRICE
Renewal
Past Due Security/DNA Renewals
The pricing offered is less than or equal to the discount provided by the Merced FOCUS contract (45% off minimum).

Cisco has provided addditional promotional discount of approximately $40k if completed by end of January.

This quote includes all DNA and Security Product subscriptions you included in your spreadsheet.

This quote does NOT include any SmartNet renewals (such as CON-ECMUS-SFFMCK9V in spreadsheet.

Thousand Eyes activation comes with the DNA Advantage licensing. City of Modesto will need to activate their Thousand Eyes licensing again once the new DNA Advantage licensing hits the Smart Account to cause the TE-ACTIVE-BF to show up. 1 C9500-DNA-32CA=
C9500 32C, DNA Advantage, Prime Infra LF+AS 2 $0.00 $0.00 2 C9500-DNA-A-3Y Cisco Catalyst 9500 DNA Advantage 3 Year License 2 $6,375.75 $12,751.50 3 C9500-DNA48Y4C-A=
C9500 48Y4C, DNA Advantage, Prime Infra LF+AS 2 $0.00 $0.00 4 C9500-DNA-A-3Y Cisco Catalyst 9500 DNA Advantage 3 Year License 2 $6,375.75 $12,751.50 5 C9300-DNA-A24=
C9300 24P, DNA Adv Lic, Prime Infra LF+AS,
ThousandEyes
36 $0.00 $0.00
6 C9300-DNA-A-24
-3Y
C9300 DNA Advantage, 24-Port, 3 Year Term License 36 $1,059.11 $38,127.96 7 C9300-DNA-A48=
C9300 48P, DNA Adv Lic, Prime Infra LF+AS,
ThousandEyes
30 $0.00 $0.00
8 C9300-DNA-A-48
-3Y
C9300 DNA Advantage, 48-Port, 3 Year Term License 30 $1,986.49 $59,594.70 9 C3560CX-DNA-A
-12=
C3560CX DNA Advantage, 12-port Term license 28 $0.00 $0.00 10 C3560CX-DNA-A
-12-3
C3560CX DNA Advantage, 12-port, 3 Year Term license 28 $368.85 $10,327.80 11 C3850-DNA-A24=
C3850 DNA Advantage, 24-port Term licenses spare 1 $0.00 $0.00 Quote #TCG008037 v2 Page: 2 of 4
#2..
- 17 -
www.telcion.com - (209) 632-5700
LINE # DESCRIPTION QTY UNIT PRICE EXT. PRICE
Renewal
12 C3850-DNA-A-24
-3Y
C3850 DNA Advantage, 24-port, 3 Year Term license 1 $1,059.11 $1,059.11 13 C3850-DNA-A48=
C3850 DNA Advantage, 48-port Term licenses spare 15 $0.00 $0.00 14 C3850-DNA-A-48
-3Y
C3850 DNA Advantage, 48-port, 3 Year Term license 15 $1,986.49 $29,797.35 15 L-FPR2130TTM=
Cisco FPR2130 Threat Defense Threat and Malware
License
2 $0.00 $0.00
16 L-FPR2130T-TM3Y
Cisco FPR2130 Threat Defense Threat and Malware 3Y
Subs
2 $11,525.18 $23,050.36
17 L-FPR2130T-T= Cisco FPR2130 Threat Defense Threat Protection License
4 $0.00 $0.00
18 L-FPR2130T-T3Y
Cisco FPR2130 Threat Defense Threat Protection 3Y
Subs
4 $6,779.52 $27,118.08
19 L-AC-APX-LIC= Cisco AnyConnect Apex Term License, Total Authorized Users
1000 $0.00 $0.00
20 L-AC-APX-3Y-S5 Cisco AnyConnect Apex License, 3YR, 1000-2499 Users
1000 $4.54 $4,540.00
21 L-ISE-PLS-LIC= Cisco ISE Plus License 1500 $0.00 $0.00 22 L-ISE-PLS-3Y-S4 Cisco ISE Plus License, 3Y, 1000 - 2499 Sessions 1500 $12.61 $18,915.00 23 L-ISE-APX-LIC= Cisco ISE Apex License 1500 $0.00 $0.00 24 L-ISE-APX-3Y-S4 Cisco ISE Apex License, 3Y, 1000 - 2499 Sessions 1500 $8.18 $12,270.00 25 AIR-DNA-A= Wireless Cisco DNA On-Prem Advantage, Term, Spare Lic
44 $0.00 $0.00
26 AIR-DNA-A-3Y Wireless Cisco DNA On-Prem Advantage, 3Y Term Lic 44 $292.44 $12,867.36 Subtotal: $263,170.72
Quote #TCG008037 v2 Page: 3 of 4
#2..
- 18 -
www.telcion.com - (209) 632-5700
Prepared by: Prepared for: Quote Information:
2021-9 COM - Cisco DNA/Security Renewal - 3 Years
Telcion
Darren Rodrigues
209 656 5740
[email protected]
City of Modesto
1010 10th Street
Modesto, CA 95354
Trina Armendariz
(209) 571-2908
[email protected]
TCG008037
Version: 2
Quoted Date: 12/22/2021
Expiration Date: 01/31/2022
Ship To:

City of Modesto
1010 10th Street
Modesto, CA 95354
Trina Armendariz
(209) 571-2908
[email protected]

DESCRIPTION AMOUNT
Quote Summary
Renewal $263,170.72
Total: $263,170.72
The pricing on this proposal is valid for 30 days. All prices exclude freight and sales tax.

Payment Terms:

PO: Net 30
Lease: All leasing terms subject to final approval by Cisco Capital. All leases require progress payments.

Telcion
Signature:

Name: Trina Armendariz
Date:

Signature:

Name: Darren Rodrigues
Title: Business Technology Consultant
Date: 12/22/2021
City of Modesto
Quote #TCG008037 v2 Page: 4 of 4
#2..
- 19 -
Prepared for City of Modesto
2021-12 Modesto SmartNet Renewal
Quote#TCG008314 v1

PREPARED FOR PREPARED BY
Larry Chavez
[email protected]
(209) 577-5482
Darren Rodrigues
[email protected]
209 656 5740
140 W. Main Street Turlock, CA 95380
#2..
- 20 -
www.telcion.com - (209) 632-5700
LINE # DESCRIPTION QTY UNIT PRICE EXT. PRICE
SmartNet Contracts:
1 Cisco Quote
#201890469
3 years of SMartNet for all equipment listed in Cisco
quote
1 $291,642.93 $291,642.93
Subtotal: $291,642.93
Quote #TCG008314 v1 Page: 2 of 3
#2..
- 21 -
www.telcion.com - (209) 632-5700
Prepared by: Prepared for: Quote Information:
2021-12 Modesto SmartNet Renewal
Telcion
Darren Rodrigues
209 656 5740
[email protected]
City of Modesto
1010 10th Street
Modesto, CA 95354
Larry Chavez
(209) 577-5482
[email protected]
TCG008314
Version: 1
Quoted Date: 12/30/2021
Expiration Date: 01/27/2022
Ship To:

City of Modesto
1010 10th Street
Modesto, CA 95354
Larry Chavez
(209) 577-5482
[email protected]

DESCRIPTION AMOUNT
Quote Summary
SmartNet Contracts: $291,642.93
Total: $291,642.93
Taxes, shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors.

Telcion
Signature:

Name: Larry Chavez
Date:

Signature:

Name: Darren Rodrigues
Title: Business Technology Consultant
Date: 12/30/2021
City of Modesto
Quote #TCG008314 v1 Page: 3 of 3
#2..
- 22 -
SECTION 1

INTRODUCTION

1.1 INTENT OF THE REQUEST FOR PROPOSAL

It is the intention of Merced County to establish national contracts that satisfy the needs of participating governmental entities in the purchase of technology solutions.

Agencies will be able to purchase on an “as needed” basis from competitively awarded contracts. Respondents are requested to submit their catalog of available products and services as requested in Exhibit 1.

Specifically, the purpose of this Fast Open Contracts Utilization Services (FOCUS) request is to solicit proposals from firms specializing in providing technology solutions that consist of equipment and services. Respondents are encouraged to submit an offering on any and all products or services available that they currently perform in their normal course of business for the opportunity to participate in an innovative County public-private relationship that has national opportunities.

Selected firms will enter into contractual relationships with Merced County. It is anticipated that multiple providers will be selected.

1.2 BACKGROUND INFORMATION
For Public Entities: The Fast Open Contracts Utilization Services (FOCUS) program established over two decades ago, and under State of California procurement guidelines (Gov. Code §25330 – 25338), is a competitively bid procurement vehicle for counties, cities, schools, special districts as well as Federal and state governments to use in the direct purchase of their technology needs through established public entity (County) contracts.

Purpose of FOCUS:
• Provide governmental agencies opportunities for greater efficiency and economy in procuring technology goods and services.
• Take advantage of state-of-the-art purchasing procedures to insure the most competitive contracts are available.
• Provide competitive price and bulk purchasing for multiple government agencies that yields economic benefits unobtainable by the individual entity. • Provide quick and efficient delivery of goods and services. • Equalize purchasing power for smaller agencies that are unable to command the best contracts for themselves.
• Help in assisting with use of best business practices. #2..
- 23 -
For Firms: Under existing FOCUS contracts which begin to expire in 2021, Merced County provides its standing as a governmental jurisdiction offering a contract for government purchasing, marketing assistance, and advocacy at appropriate meetings, conferences, or similar events in return for an administration/marketing fee. In addition, Merced County is authorized to provide and offer, for a fee, consulting services/expertise to a vendor for preparing responses to other government’s bids, general or specific management assistance and other selected areas. Authority for Merced County to engage in these innovative and non-traditional activities is granted under California Government Code.

Respondents shall provide pricing based on a discount from a manufacturer’s price list. A multiple percentage discount structure is also acceptable. Please specify where different percentage discounts apply. Additional pricing and/or discounts may be included. If respondent has existing cooperative contracts in place, Merced County requests equal or better than pricing to be submitted.

Each category proposed is to be priced separately with all ineligible items identified.

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

Merced County is seeking service providers that have the depth, breadth and quality of resources necessary to complete all phases of technology projects. In addition, Merced County also requests any value add commodity or service that could be provided under this contract.

1.3 AGREEMENT TERM
The Agreement term shall be for a period of three (3) years. The start date shall commence upon Merced County Board of Supervisors written approval. Through mutual written agreement, contract term may be extended for two (2) additional, one (1) year terms, not to exceed five (5) years in total, contingent on appropriate and sufficient funding.

A Sample Agreement is included as an attachment to this proposal. This agreement will become part of the final agreement with successful Bidder awarded the proposal.

Any exceptions to the terms and conditions as stated herein and in the Sample Agreement must be identified separately. The County will execute the Agreement upon final selection of successful Bidder with the approval of the County’s Board of Supervisors.
#2..
- 24 -

REQUIREMENTS

1.4 SCOPE OF WORK
The purpose of this FOCUS RFP is to provide the means for counties, cities, schools, special districts and other governmental entities in California and nationally to purchase their needed technology solutions through a formally bid contractual relationship. FOCUS also provides the means for governments to reduce their costs of procurement while leveraging their dollars with other governments to achieve greater buying power. FOCUS offers the possibility of choosing more than one provider in each category. Further, this competitively bid program offers an alternative to existing non-competitively bid programs that may charge the buyer for administrative handling.

Merced County may select multiple vendors in each category for use by other governmental entities. This will allow agencies to pick and choose vendors that best suit their specific needs.

The program design shall incorporate the following requirements and principles to support the proposed technology goods and services described in Exhibit 1, “Category of Services”:

1.4.1. The categories reflect a wide array of requirements under which vendors may propose creative ideas to assist governmental needs with technology solutions.

1.4.2. Organizations/businesses may choose to respond to this Proposal in one or more of the categories. Merced County may choose more than one respondent per category to participate in FOCUS.

1.4.3. Selected FOCUS partners are authorized to add new product lines as needed to replace discontinued product lines. Merced County will be notified in writing of such product changes (with pricing) as they occur with all pricing evaluated by researching the General Services Administration’s online “GSA Advantage!”

1.4.4. Not Specifically Priced Items (NSP) – FOCUS users may order non-contracted products and services that are in support of the contracted items listed on the Purchase Order. Any NSP items must be peripheral and subordinate to the contracted items. The total value of all NSP items shall not exceed 10% of the total price of the Purchase Order.

1.4.5. Merced County reserves the right to receive and process all orders at a future date.
#2..
- 25 -

1.4.6. VENDORS NOT SELECTED FOR A FOCUS CONTRACT MAY NOT USE ANOTHER FIRM’S FOCUS CONTRACT TO QUALIFY FOR OTHER

POLITICAL JURISDICTION CONTRACTS OR SALES AUTHORITY

WITHOUT THE EXPRESS WRITTEN CONSENT FROM THE COUNTY OF
MERCED.

1.4.7. Corporate level management support and resource commitment to the FOCUS program.

1.4.8. Corporate level dedication to at least a California marketing program.

1.4.9. Corporate level commitment to their sales force in promoting the FOCUS program and rewarding successes.

1.4.10. An aggressive marketing strategy.

1.4.11. Excellence in customer support and service.

1.4.12. A commitment to use local providers and/or contracted services where a corporate presence does not exist.

1.4.13. A commitment to include Merced County in semi-annual FOCUS planning/strategy meetings.

1.4.14. A commitment to meet on FOCUS progress each quarter.

1.4.15. A product and service quality assurance program that meets or exceeds industry excellence standards.

1.4.16. The most competitive pricing given to a state/local government agency for the array of products and/or services offered. All pricing is evaluated by researching the General Services Administration’s online “GSA Advantage!” NOTE: Pricing offered must reflect across the board percentages of discount for every item/service submitted. Bidder must state in their proposal what percentages of discount are being offered in their proposal.

1.4.17. An ability to include industry leaders in the corporate and product suites offered through subcontractor relationships.

1.4.18. An on-line order placement/tracking system for immediate input or retrieval of information/acknowledgments.

1.4.19. Describe the level of availability for access and customer support.

1.4.20. As required, a customer help desk (800 number/on-line access) to assist customer technical and administrative issues.
#2..
- 26 -

1.4.21. Product, service, and installation excellence to any location that meets industry’s highest standards.

1.4.22. The availability and inclusion of product supplies, product training, networking services (if appropriate), and product maintenance.

1.4.23. All product installations and modifications performed by supplier will be by manufacturer-authorized personnel and meet manufacturer-documented specifications, unless otherwise specifically stated in the purchase order/ Statement of Work.

1.4.24. All respondents offering technology services must be certified by the California Public Utilities Commission (CPUC) to offer those services.

Evidence of certification from CPUC must be provided with response.

1.4.25. All products offered in response to this FOCUS RFP must meet or exceed the specifications of the referenced brands.

1.5 PROGRAM REQUIREMENTS:

The following are the minimum requirements in Bidder’s administration of the program and must fully demonstrate an understanding and commitment to this creative business (public-private) alliance.

1.5.1. MANDATORY ADMINISTRATIVE REQUIREMENTS

1.5.2. Notify Merced County of all sales made under FOCUS, including order/delivery progress, within fourteen (14) business days of order.

1.5.3. Quarterly and annual sales reports.

1.5.4. A product/service documents, paper or electronic – to be produced at least four (4) times per year. NOTE: Electronic documents shall be updated immediately for price reductions. The document must show the array of product/service offerings, product/service descriptions, and pricing schedules based on single item purchases. If appropriate, greater price reductions are expected as volume on identical items is increased. A percent of volume discount must be provided prior to order.

1.5.5. Price increase/price decline policies. Note: All price reduction changes must be published within 72 hours.

1.5.6. Ordering, reporting, and reconciliation procedures: All FOCUS purchase orders must state F.O.B. Destination. In the event that a FOCUS user requests expedited shipping, only the expedited shipping charges may be passed through to that specific FOCUS user.

1.5.7. New product/service offerings expected within six (6) months.

1.5.8. Support services including help desk phone numbers. #2..
- 27 -

1.5.9. Warranty statements.

1.5.10. Return procedures, if applicable.

1.5.11. Point of contact including phone/fax/e-mail information.

1.6 ELECTRONIC CATALOG CONFIGURATION
The following are the minimum requirements in respondent’s electronic document configurations:

1.6.1. Ordering procedures.

1.6.2. Product listing/pricing.

1.6.3. System configurations, if applicable.

1.7 OTHER ADMINISTRATIVE REQUIREMENTS
In order to make the FOCUS a complete procurement tool for all governmental entities, the respondent to the Proposal must concisely address their policies regarding:

1.7.1. Invoices and payments.

1.7.2. Taxes on sales and services.

1.8 ADMINISTRATIVE FEES
The awarded vendor agrees to pay quarterly administrative fees to County as calculated as follows:
(Sales will be calculated for fiscal year of January 1st through December 31st and reset each year)
Annual Sales Through Contract Administrative Fee
$0 - $2,000,000 1%
$2,000,000+ 0.5%
#2..
- 28 -
SECTION 2

RESPONSE FORMAT AND CONTENT

2.1 GENERAL INFORMATION
This section describes the required response format and content. The response should contain the requested information organized by the prescribed section and subsection numbers and titles. Any information provided beyond that required in the response should be contained in a section entitled "Optional Exhibits and Attachments”.

Each Bidder shall submit a complete response, providing all information requested and a complete description of the functional operation of the program/project proposed. Failure to follow the prescribed format may result in rejection of your response.

Responses must be complete in all aspects. A response may be rejected if it is conditional or incomplete, or if it contains any alteration of form or other irregularities of any kind. A response may be rejected if any such defect or irregularity constitutes a material deviation from the proposal requirements. The response must contain all costs required by the proposal.

2.2 RESPONSE FORMAT
The response must be developed on the forms provided in this package, or must follow the proposal content requirements in the order in which they appear in the proposal. Responses that do not conform to this format may not be considered for evaluation. All responses must be submitted in the name of the legal entity or authorized agency. Responses must be signed in ink by the officer or officers legally authorized to bind the company, partnership or corporation.

The content and sequence of the response will be as follows:

2.2.1 Signature Page (Attachment A)

2.2.2 Bond(s) (If any)

2.2.3 Table of Contents

2.2.4 Executive Summary

2.2.5 Exceptions

2.2.6 Approach

2.2.7 Bidder's Qualifications

2.2.8 Cost Proposal

2.2.1 Signature Page
Bidder must complete and return the enclosed Signature Page (Attachment A, “Signature Page”). The Signature Page must be signed in blue ink by the officer or officers legally authorized to bind the company, partnership, or corporation.
#2..
- 29 -

2.2.2 Bond(s)
Bidder must enclose any bonds as required in the RFP.

2.2.3 Table of Contents
The Table of Contents must be a comprehensive listing of the contents included in your response. This section must include a clear definition of the material, exhibits and supplemental information identified by sequential page numbers and by section reference numbers.

2.2.4 Executive Summary
The Executive Summary shall condense and highlight the contents of the Bidder’s Business Response to provide the Evaluation Committee with a broad understanding of the Bidder’s approach, qualification, experience and staffing.

2.2.5 Exceptions
This portion of the response will note any exceptions to the requirements and conditions taken by the Bidder. Exceptions should clearly explain why the Bidder is taking exception to the requirements. If exceptions are not noted, the County will assume that the Bidder's response meets those requirements as specified herein and that the Bidder accepts and intends to abide by all stated terms, conditions, and requirements. Exceptions will be considered by the County, and will form a part of any resulting Agreement, only if the County explicitly so states in writing.

Exceptions shall be noted as follows:
• Exceptions to the Requirements
• Exceptions to any other part of this RFP
• Exceptions to terms in the Sample Agreement

2.2.6 Approach
The Bidder’s response shall clearly describe in detail how the Bidder will meet the requirements of this proposal and perform the Requirements.

Additionally, the response should provide any special or unique qualifications which the Bidder believes it possesses to meet the requirements of this proposal. Only those levels of performance the Bidder actually believes can be accomplished should be stated as measurable objectives. Each of the major tasks, or activities to be undertaken, as a means of reaching such objectives, must be specifically identified. Display the essential points of activity in a time sequence showing the amount of time allotted to each activity.
#2..
- 30 -
The merit of each response received in response to this proposal will be judged largely on the basis of each Bidder’s narrative description as described in the Approach of their response. It is important that your response contain all information required for an effective review process. The response should be written in such a manner to provide sufficient detail to enable the Evaluation Committee members to know what is planned at every stage, and to make a judgment as to the probable success of the proposed effort.
(A benchmark chart may be completed to display the time frame for achieving and accomplishing each major program/project task or activity. Flowcharts and other related graphics may accompany this section.)

2.2.7 Bidder's Qualifications
Bidder shall provide a concise statement demonstrating that the Bidder’s company has the qualifications, experience, and capability to perform the requirements of this proposal. The following sections must be included:
a) History
Provide a brief history of your company, including the number of years in business. State whether your organization is an individual proprietorship, partnership, corporation, or private nonprofit organization, and the date your company was formed or incorporated. Provide a statement as to any judgment, litigations, licensing violations, or other violations, outstanding or resolved, against your company in the past five (5) years. b) Background and Experience
A summary of relevant background information describing your company’s experience of major accomplishments and/or activities similar to the requirements set forth under this proposal, which demonstrates your company's ability to provide the service described in your response. c) References
Provide a list of at least three (3) customer references. Include the firm’s name; the name, title, and telephone number of a contact person; the dollar amount of the Agreement; and the dates that these services were completed.

Bidder may provide sample material of your company's work to substantiate your previous experience.
d) Staff Assignment
A brief description of the experience and qualifications of the proposed key staff members assigned to this program/project and what percentage of their time will be devoted to the program/project. Show their function, level of education, degree and license, if appropriate, and a detailed resume for each #2..
- 31 -
person. Additionally, the Bidder must specify where the staff will be located and identify the program/project manager.

2.2.8 Cost Proposal
It is essential that all responding Bidders include and clearly detail all costs, payment schedules, categorization of line items, and/or other related costs associated with your response. All responses must have a narrative providing a thorough and clear explanation of your costs.
#2..
- 32 -
SECTION 3

BASIS OF AWARD, SELECTION PROCESS AND EVALUATION CRITERIA

3.1 BASIS OF AWARD
Award will be made to the Bidder(s) whose response demonstrates to be the most qualified, responsive and advantageous to the County. The County shall not be obligated to accept the lowest cost response or limit their award to a single Bidder, but will make an award in the best interests of the County after all factors have been evaluated (“most responsive response(s)”).

THE COUNTY RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO REJECT

ANY OR ALL RESPONSES OR ANY PART THEREOF, OR TO WAIVE ANY

INFORMALITIES IN THE RESPONSE AND MINOR IRREGULARITIES,

TECHNICAL DEFECTS OR CLERICAL ERRORS, TO MAKE AN AWARD ON THE

BASIS OF SUITABILITY, QUALITY OF SERVICE(S) TO BE SUPPLIED, THEIR

CONFORMITY WITH THE SPECIFICATIONS AND FOR THE PURPOSES FOR WHICH THEY ARE REQUIRED, AND NOT CONFINED TO COST ALONE. THE

COUNTY SHALL NOT BE LIABLE FOR ANY COSTS INCURRED BY THE BIDDER

IN CONNECTION WITH THE PREPARATION AND SUBMISSION OF THIS OR ANY OTHER RESPONSE.

False, incomplete, or nonresponsive statements in connection with the response may be deemed sufficient cause for rejection. The County shall be the sole judge in making such determination. The County reserves the right to cancel or discontinue with the response process and reject any or all responses in the event it determines that there is no longer a requirement for the furnishing of such items, materials, equipment and/or services, funding is no longer available for this proposal, or it is otherwise in the County's best interest to cancel the proposal process.

3.2 EVALUATION PROCESS
The Evaluation Committee will consider only those responses which have been considered responsive to the proposal. Any response which fails to meet the requirements of the proposal will be considered non-responsive and may be rejected. Responsiveness includes attention to detail in following the proposal format. The Evaluation Committee may also contact and evaluate the Bidder’s and the Sub-Contractors references; contact any current users of a Bidder’s services; solicit information from any available source concerning any aspect of a response; and seek and review any other information deemed pertinent to the evaluation process. The Evaluation Committee shall not be obligated to accept the lowest priced response, but shall recommend such response that is the most qualified, responsive and cost-effective response and in the best interest of the County (“most responsive response”).

The RFP responses will be evaluated based on the below scoring criteria and county may award to multiple bidders, if necessary:
#2..
- 33 -

CRITERIA POINTS

1. Overall responsiveness to the Request for Proposal; which includes clarity, completeness and general quality of the proposal submitted. 10

2. Comprehensiveness of the Bidder’s submitted proposal; which takes into account the Bidders understanding of the desired “Scope of Work” and the ability to perform such work as evidenced by Bidder’s proposal response.
30 3. Related technical capability, expertise and experience of the Bidder and staff personnel in providing similar services; which includes current and past experience.
20 4. Performance capabilities, reputation, reliability and service history as determined by reference validations. 10

5. Capability of the Bidder to complete the “Scope of Work” within time frames required. 10

6. Bidder’s acceptance of Terms and Conditions of the RFP. 10 7. Pricing.
10 Total Possible Points 100

#2..
- 34 -
SECTION 4

TERMS AND CONDITIONS

4.1 REQUEST FOR PROPOSAL CLOSING DATE
Without law or policy to the contrary, if the Bidder took reasonable steps to submit the response in due time, and failure of the response to be on hand at the time of closing was not the result of negligence or other fault of the Bidder, but was the result of negligence by the County, the County reserves the right to accept such response.

All responses shall remain firm for at least one hundred twenty (120) days following the proposal closing date. The County reserves the right to withhold an award of the proposal for one hundred twenty (120) days from date of closing.

All responses and accompanying documentation submitted by the Bidders, will become the property of the County. Responses shall be based on the material contained in the proposal. Bidders are instructed to disregard any prospective oral representations it may have received prior to the solicitation of the proposal.

Cost for developing and preparing the response is solely the responsibility of the Bidder whether or not any award results from this solicitation. Further, the cost of developing and preparing responses to the proposal will not be allowed as direct or indirect charges under any resulting Agreement.

No alteration in any of the terms, conditions, delivery, price, quality, quantities, or specifications will be effective without prior written consent of the County.

THE COUNTY RESERVES THE RIGHT, AT ITS SOLE DISCRETION, TO REJECT

ANY OR ALL RESPONSES OR ANY PART THEREOF, OR TO WAIVE ANY

INFORMALITIES IN THE PROPOSAL AND MINOR IRREGULARITIES,

TECHNICAL DEFECTS OR CLERICAL ERRORS, TO MAKE AN AWARD ON THE

BASIS OF SUITABILITY, QUALITY OF SERVICE(S) TO BE SUPPLIED, THEIR

CONFORMITY WITH THE SPECIFICATIONS AND FOR THE PURPOSES FOR WHICH THEY ARE REQUIRED, AND NOT CONFINED TO PRICE ALONE. THE

COUNTY SHALL NOT BE LIABLE FOR ANY COSTS INCURRED BY THE BIDDER

IN CONNECTION WITH THE PREPARATION AND SUBMISSION OF THIS OR ANY OTHER PROPOSAL.

4.2 ANNOUNCEMENT OF RESPONSES
All responses received by the published date and time for submission will be publicly displayed at the Department of Administrative Services-Purchasing at 2222 “M” Street, Merced, California 95340 and our Supplier Portal Site. All information contained in the responses shall be confidential to avoid disclosure of contents prejudicial to competing Bidders during the evaluation process. No award decision, pricing, or exchange of views will be discussed at time of opening. #2..
- 35 -

4.3 INTERPRETATION, CORRECTIONS AND AMENDMENTS
The Bidder must carefully examine the specifications, terms and conditions provided in the Request for Proposal and become fully informed as to the requirements set forth therein. If anyone planning to submit a response discovers any ambiguity, conflict, discrepancy, omission or error in the proposal, has any questions in relationship to the “REQUIREMENTS”, or any other related matters, Bidder shall immediately submit their request for clarification or modification of the RFP no later than the Question and Answer deadline. No further requests for clarification or objections to the proposal will be accepted or considered after this date. Any change in the proposal will be made only by written amendment, issued by the Department of Administrative Services-Purchasing to each vendor on the Bidders list as well as posted on the County website, and shall be incorporated in the proposal. Any oral communication by the County’s designated contact person or any other County staff member concerning this proposal is not binding on the County and shall in no way modify this proposal or the obligations of the County or any Bidders.

4.4 DISCUSSION WITH RESPONSIBLE BIDDERS AND CLARIFICATIONS TO

PROPOSAL
All Bidders submitting a response for consideration agree that their company will be willing to enter into a final Agreement if awarded this proposal. The County may, in its sole discretion, negotiate certain terms and conditions of such final Agreement after identification of the apparent successful Bidder. However, Bidders should not assume that any terms of this RFP or other applicable terms and conditions are subject to later negotiation, and should instead assume that all such terms and conditions are mandatory conditions of participation in this RFP process. Negotiated changes, if any, will not change the “Requirements”.

4.5 FALSE OR MISLEADING STATEMENTS
Responses which contain false or misleading statements, or which provide references which do not support an attribute or condition claimed by the Bidder, may be rejected. If, in the opinion of the County, such information was intended to mislead the County in its evaluation of the response, and the attribute, condition or capability is a requirement of this proposal, it will be the basis for rejection of the response.

4.6 INDEPENDENT CONTRACTOR
It is expressly understood that in the performance of any services resulting from this proposal, Bidder is an Independent Contractor and is not an agent or employee of the County and warrants that all persons assigned to the program/project are employees, or subcontractors, of the Bidder. In the event the awarded Bidder shall employ others to complete or perform the services provided, Bidder shall be solely responsible and hold the County harmless from all matters relating to the payment of such person(s).
#2..
- 36 -
It is mutually understood and agreed that no employee-employer relationship will be created between County and Bidder or County and Bidder’s employees, and that the awarded Bidder shall hold County harmless and be solely responsible for withholding, reporting and payment of any federal, state or local taxes, contributions or premium imposed or required by workers' compensation, unemployment insurance, social security, income tax or other statutes or codes applying to Bidder, or its sub-Contractor(s) and employees, if any. It is mutually agreed and understood that the Bidder, its Sub-Contractor(s) and employees, if any, shall have no claim under any Agreement that may result from this proposal or otherwise against County for vacation pay, sick leave, retirement or social security benefits, occupational or non-occupational injury, disability or illness, or loss of life or income, by whatever cause.

4.7 EXPLANATION OF USE OF SUB-CONTRACTORS
Any Bidder using a Sub-Contractor(s) must clearly explain the use of the SubContractor(s) and list the name(s) of the Sub-Contractor(s) providing work under this proposal. The selected Bidder will be fully responsible for all work performed under this proposal and will be considered as the Prime Contractor. Any Sub-Contracting, or other legal arrangements made by the Bidder are the sole responsibility of the Bidder. Any Agreement that is entered into between the selected Bidder and the Sub-Contractor(s) shall contain provisions for federal and state access to the books, documents, records, and inspection of work. Bidder awarded any Agreement as a result of this proposal shall obtain County written approval of sub-contractors identified in Bidder submittal prior to execution of Agreement.

4.8 JOINT VENTURES
In the event a response is submitted jointly by more than one organization, one legal entity must be designated as the Prime Contractor. All other participants shall be designated as Sub-Contractors.

4.9 CONFIDENTIALITY
The contents of all responses, correspondence, agenda, memoranda, or any other medium which discloses any aspect of a Bidder’s response shall be held in the strictest confidence until after negotiations for the contract are negotiated. If you contend that any submission contains trade secrets or proprietary data, please be advised that the County cannot and does not give any assurances or guarantees that such information will not be released under the California Public Records Act.

The Bidder should clearly mark any of the information within their response that is proprietary, however, the County will be guided by the California Public Records Act and the definition of Trade Secrets under California Civil Code Section 3426.1, but in no case will the following be considered proprietary: a) the final cost of the bid or response; b) information that is not clearly marked as proprietary in nature; c) information that, though marked as proprietary, is not actually proprietary d) information that is otherwise generally available as information or technology within the subject trade, industry or profession.
#2..
- 37 -
BIDDER SHALL NOT DESIGNATE THE ENTIRE RESPONSE AS PROPRIETARY.

SUCH ATTEMPTED DESIGNATION WILL NOT BE HONORED.

Submission of a response by a Bidder shall constitute an agreement to the provision for public announcement. The County shall not be obligated to release information contained in any Bidder’s RFP submittal that has been marked as proprietary, without the written consent of the Bidder. Any agency requesting such information so marked as proprietary must obtain such written authorization directly from Bidder and forwarded to County.

County shall not be required to contact any Bidder for information on behalf of any requesting agency. Merced County shall have the sole discretion and exclusive authority to determine if any other party has properly obtained the right to have access to proprietary information.

4.10 PUBLIC AGENCY PARTICIPATION
Any public agency, i.e., city, district, public authority, public agency, municipality and other political subdivision or a public corporation (hereinafter referred to as Public Agency) shall have the option of participating in any award made as a result of this proposal at the same prices, and terms and conditions. The County is not an agent, partner, or representative of the Public Agency, and is not obligated or liable for any financial responsibility in connection with purchase orders issued by any Public Agency. The Public Agency shall accept sole responsibility for placing orders or payments to the successful Bidder.

4.11 PRICING CONDITIONS
All responses shall remain firm for at least one hundred twenty (120) calendar days after RFP Submittal Deadline unless otherwise specified. Within one hundred twenty (120) calendar days after the RFP Submittal Deadline opening, a purchase order and/or an Agreement may be awarded by the County, as it may deem proper, in its absolute discretion. The time for awarding a purchase order and/or an Agreement may be extended at the sole discretion of the County, if required to evaluate responses or for such other purposes as the County may determine.

4.12 DETERMINATION OF BIDDER’S RESPONSIBILITY
• Responsible Bidder
A responsible Bidder is a Bidder who has demonstrated the attribute of trustworthiness, as well as quality, fitness, capacity, financial strength, and experience to satisfactorily perform the Agreement. It is the County’s policy to conduct business only with responsible Bidders.
• Non-responsible Bidder
The County may declare a Bidder to be non-responsible for purposes of this proposal for a variety of reasons, some of which are listed below. This is not #2..
- 38 -
an exclusive list - reasons may include the following but are limited to the below:
Committed any act or omission which negatively reflects on the Bidder’s quality, fitness, financial strength, or capacity to perform any Agreement that may be derived from this proposal with the County or an Agreement with any other public entity, or engaged in a pattern or practice which negatively reflects on same; or Committed an act or omission which indicates a lack of business integrity or business honesty; or
Made or submitted a false claim against the County or any other public entity; or
Submitted false, incomplete or unresponsive statements or omitted requested documentation in connection with this proposal.

4.13 PUBLIC DISCLOSURE
All public records of the County are available for disclosure except the contents of the responses received in response to an RFP, which are not open for public review until the contract between the awarded Bidder and the County is agendized with the Board of Supervisors. In the event that an unsuccessful Bidder files an official request to view the awarded Bidder’s response, the County must comply with appropriate public disclosure procedures. However, if information specifically designated in the response as proprietary is requested County may attempt to notify Bidder should Bidder wish to pursue protections against disclosure, at its own cost, so that the information will not be made available.

Pursuant to the California Public Records Act, Government Code Sections 6250 et seq., any contract that eventually arises from this Request for Proposal is a public record, in its entirety. Also, all information submitted in response to this Request for Proposals is itself a public record without exception, and will be disclosed upon request, but only after negotiations are complete. Submission of any materials in response to this Request for Proposals constitutes your consent to release materials, and a waiver of any claim that the information is protected from disclosure.

Furthermore, by submitting materials, you agree to indemnify and hold harmless Merced County for release of such information.

4.14 QUALIFICATIONS OF BIDDER
The County may make such investigation as it deems necessary to determine the ability of the Bidder to provide the services requested herein, and the Bidder shall furnish to the County all information and data for this purpose as the County may request. The County reserves the right to reject any response should the evidence submitted by, or investigation of, the Bidder fails to satisfy the County that such Bidder is properly qualified to carry out the obligations of the proposal and to complete the requirements contemplated therein.
#2..
- 39 -

4.15 DISQUALIFICATION OF BIDDER
A Bidder may be disqualified and the response rejected, in addition to any other cause for rejection as set forth elsewhere in this proposal, for any of, but not limited to, one of the following reasons:
• Proof of collusion among Bidders, in which case all responses involved in the collusive action will be rejected and any participant to such collusion will be barred from future bidding until reinstated as a qualified Bidder. • Lack of responsibility or cooperation as shown by past work or services provided to the County or others.
• Being in arrears on existing Agreements with the County or having defaulted on previous Agreements.
• Incomplete information or missing documents as required in the proposal.

4.16 INTEGRITY OF EXPENDITURE
The Bidder assures that every reasonable course of action will be taken to maintain the integrity of expenditure of public funds and to avoid any favoritism, questionable, or improper conduct.

4.17 GRATUITIES
Neither the Bidder nor any person, firm, or corporation employed by the Bidder shall give, directly or indirectly, to any employee or agent of the County, any gift, money, or anything of value, or any promise, obligation, or Agreement for future reward or compensation, neither during the proposal process nor during the performance of any Agreement period resulting from this proposal.

4.18 CONFLICT OF INTEREST
The Bidder covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this proposal. Bidder shall make all reasonable efforts to ensure that no conflict of interest exists between its officers, employees, or sub-Contractor(s), and the County. Bidder shall make all reasonable efforts to ensure that no County officer or employee, whose position in the County enables them to influence any award of this proposal or any competing offer, shall have any direct or indirect financial interest resulting from any Agreement that may be derived from this proposal or shall have any relationship to the Bidder or officer or employee of the Bidder, nor that any such person will be employed by Bidder in the performance of any Agreement that may be derived from this proposal without immediate divulgence or such fact to the County.

4.19 FEDERAL, STATE, AND LOCAL TAXES
The awarded Bidder shall pay all taxes lawfully imposed upon it with respect to this proposal or any product delivered with respect to the Agreement. The County makes #2..
- 40 -
no representation whatsoever as to the exemption from liability to any tax imposed by any government entity on the awarded Bidder.

4.20 OSHA REQUIREMENTS
All material, equipment, or labor submitted under this proposal by Bidder shall meet the required standards of OSHA 1970 and CA-OSHA 1973. Bidder warrants that the described material, equipment or labor meets all appropriate OSHA safety and health requirements. Further, it warrants that the said material or equipment will not produce or discharge in any manner or form, directly or indirectly, chemicals or toxic substance that could pose a hazard to the health or safety of anyone who may use the material or equipment or come into contact with the material or equipment.

4.21 ENVIRONMENTAL PROTECTION
The Bidder awarded the Agreement resulting from this proposal shall be in compliance with all applicable standards, orders or requirements issued under Section 306 of the Clean Air Act (41 USC 1857(h)), Section 508 of the Clean Water Act (33 USC, 1368), Executive Order 11738, and Environmental Protection Agency regulations (40 CFR, Part 15) which prohibits the use under nonexempt federal Agreements, grants, and loans of facilities included on the EPA List of Violating Facilities. The Contractor shall report violations to the applicable federal agency and the US EPA Assistant Administrator for enforcement.

4.22 DRUG FREE WORK PLACE
The awarded Bidder must certify that it will provide a drug-free workplace as set forth by the Federal Drug-Free Workplace Act of 1988.

4.23 PREVAILING WAGE RATES
Should the proposal call for the Bidder to be responsible for any site preparation activities, the Bidder will be required to certify adherence to the requirements of all state and federal laws relating to the payment of prevailing wage rates for work performance under public works project laws, specifically, as covered by the federal Davis-Bacon Act and California Labor Code 1720 et seq. A copy of this wage scale may also be obtained from the office of the Director of Industrial relations, State of California, or http://www.dir.ca.gov/DLSR/PWD/mer.xls
It shall be mandatory upon the Bidder to whom the Agreement is awarded, and upon all sub-Contractor under him, to ascertain and pay not less than the latest general prevailing hourly rates for Saturday, Sunday, holidays, and overtime work for each workman or mechanic employed in the execution of the work of this project as per determination made by the Director of Industrial Relations, California Labor Code, Part 7, Chapter 1, Article 2, Sections 1770, 1773, and 1773.1. #2..
- 41 -

4.24 COMPLIANCE WITH APPLICABLE LAWS
The successful Bidder shall otherwise perform all obligations under the resulting Agreement in compliance with all applicable federal, state, and local laws, rules, regulations, and policies.

No Contractor or sub-Contractor(s) may be listed on a bid response for a public works project (submitted on or after March 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5 [with limited exceptions from this requirement for bid purposes only under Labor Code section 1771.1(a)].

No Contractor or sub-Contractor(s) may be awarded an Agreement for public work on a public works project (awarded on or after April 1, 2015) unless registered with the Department of Industrial Relations pursuant to Labor Code section 1725.5.

This project is subject to compliance monitoring and enforcement by the Department of Industrial Relations.

4.25 LEGAL CONSIDERATIONS
Any Bidder, by submission of a response to this proposal, and any subsequent Agreement that may be derived from this proposal, shall be deemed and have agreed to be bound by the laws of the State of California in all respects as to interpretation, construction, operation, effect and performance.

Notwithstanding any other provisions of this proposal, any dispute concerning any question of fact or law arising under this proposal, or arbitration arising out of any Agreement that may be awarded as a result of this proposal, shall be tried in Merced County, unless the parties agree otherwise or are otherwise required by law.

4.26 OUT-OF-STATE BIDDER
Where the Bidder is an Out-Of-State Bidder, not doing business in the State of California, the package bid or purchase price, for the purpose of determining the lowest price bid, shall be increased by applicable retail rate of general sales tax and use tax when and where applicable.

4.27 LOCAL BUSINESS PURCHASING PREFERENCE
Notwithstanding any other provision contained herein to the contrary, a ten percent (10%) preference shall be granted to local business whenever the purchasing agent of Merced County purchases services, supplies, materials and/or equipment for county use through the competitive bid process, which shall be defined herein to include quotes, bids, and proposals. The purchasing agent in evaluating competitive bids shall determine the lowest responsive Bidder, and if the lowest responsive Bidder is a non-local Bidder then a ten percent (10%) preference shall be granted to local Bidders. Local preference only applies to the procurement of services, supplies, materials and/or equipment, and will not apply to bids conducted with other public agencies nor when prohibited by state or federal statutes or regulations to be #2..
- 42 -
awarded to the “lowest responsible Bidder” or otherwise exempted from local preference. A local bidder is defined as:
a. A principal place of business located within the County of Merced with a valid and verifiable business license, if applicable, issued by a city within the County or a business located in the unincorporated areas of the County. Post Office Boxes do not qualify as verifiable local business addresses; b. Employs at least one (1) full-time employee within the County, or if the business has no employees, shall be at least fifty percent (50%) owned by one or more persons whose primary residence(s) is located within the County; and
c. Has had a fixed office or place of business having a street address within the County for at least six (6) months immediately prior to the issuance of the request for competitive bids by the County.

The ten percent (10 %) local preference shall be deducted from the total dollar amount bid by local Bidders on competitive quotes and bids, and assess on the total evaluated aggregate score obtained by local Bidders on proposals (County of Merced County Policy, Chapter 5.12.025, “Local Business Purchasing Preference” Policy).

4.28 BUSINESS LICENSE
Prior to the issuance of any purchase order and/or the performance of any Agreement derived from this bid, the successful bidder and its sub-Contractors shall be required to maintain a Merced County Business License in accordance with the County of Merced Ordinance No. 1705, “An Ordinance Establishing a requirement for a Business License and Temporary Business License and/or persons operating in the unincorporated areas of Merced County”
(http://www.qcode.us/codes/mercedcounty/).

It is the intent of the Board of Supervisors of the County of Merced to authorize that no person shall maintain, conduct, or carry-on a business, whether or not for profit, located in whole or in part at a fixed place of business within the County and outside the limits of any incorporated city, without first obtaining a license to operate as provided under the County of Merced Ordinance No. 1705. #2..
- 43 -

DEFINITIONS
Agreement - Comprises the Request for Proposal (RFP), any amendment thereto, the bid proposal, and the purchase order if appropriate. The Agreement constitutes the entire agreement between the County and the awarded Bidder.

Bidder - A person, partnership, firm, corporation, or joint venture submitting a bid response for the purpose of obtaining a County Agreement.

Bonds –
Fidelity Bond - Also referred to as a Dishonesty Bond. A fidelity bond is a form of protection that covers the County for losses as a result of fraudulent acts by the Contractor.

Proposal Security Bond – Also referred to as Bid Security. A bond that is submitted with Bidder’s response to compensate the County for damages it might suffer if successful bidder refuses to execute the Agreement that may be derived from their response.

Generally, it is 10% of the amount of Bidder’s bid as bid security.

Performance Bond – A bond to ensure completion of the project as requested under the “Scope of Work”. The Performance Bond is backed by a surety who guarantees the project will be completed in accordance with the specifications of the proposal.

Payment Bond – This bond is to protect sub-Contractors and suppliers. It ensures that the surety backing the bond will pay the sub-Contractors and suppliers if the general Contractor does not.

County - The County of Merced, a political subdivision of the State of California.

Deliverable - The physical evidence such as documentation, certification of completion, hardware/software delivery, etc. which shows that a specific work has been completed as specified in the "Requirements".

Evaluation Committee - A committee established to review and evaluate responses to determine the Agreement award. The committee includes representatives of the department seeking the goods or services.

Goals/Tasks - A discrete unit of work to be performed.

Joint Ventures - Two or more corporations or entities that form a temporary union for the purpose of the RFP.

Prime Contractor – The Bidder who is awarded the Agreement and designated as the legal entity. The Prime Contractor will hereafter also be known as the Contractor. Any subContracting, Joint Ventures, or other legal arrangements made by the Contractor during this project are the sole responsibility of the Contractor.

Proposal Deadline - The closing date associated with this proposal. #2..
- 44 -
Proprietary – The information provided that is considered exempt from public disclosure defined as Trade Secrets under Civil Code Section 3426.1, pursuant to Public Records Act.

Scope of Work - The mutually agreed to document which describe tasks, dependencies, the sequence and timing of events, deliverables, and responsible parties associated with the various phases of the proposal.

Sub-Contractors - Any person, entity or organization, to which Contractor or County has delegated any of its obligations hereunder.

Work Plan - The mutually agreed to document, which describes task, dependencies, the sequence and timing of events, deliverables, and responsible parties, associated with the various phases of the proposal.
#2..
- 45 -
EXHIBIT 1- CATEGORY OF SERVICES

Contractor should be prepared to demonstrate how they will provide standard and advanced information technology, telecommunications, imaging, homeland security technology

CATEGORY HOW

SUPPLIED
% DISCOUNT

OFF LIST
PRICE

1.0 Communications Services
Call Center Solutions (with ACD)

Emergency Notification Solutions (Reverse 911)
Engineering/Consulting Services
Integrated Voice Response (IVR)
/
Voice over Internet Protocol (VOIP)

Unified Messaging (UM)
Long Distance Services (Switched, Dedicated)
Telecommunications Systems (PBX)
Telephone Handsets
Voice Mail Solutions
Wireless Voice Communication Services

2.0 Application Systems
Development

Installation Solutions

Version Control Solutions

3.0 Infrastructure
Battery Backup Systems

Cabling Services
Energy Auditing and Management Solutions

4.0 Enterprise Mobility Solutions
#2..
- 46 -
Mobile Device Management

Mobile Devices (Tablets)
Mobile Applications

5.0 Maintenance Services

6.0 Network & Enterprise Security Solutions
Firewall & Virtual Private Network (VPN) Solutions

Intrusion Detection/Prevention Solutions
Network, Host & Enterprise Management Solutions
Transport Solutions (PRI, MPLS, Super-trunks, CO
Business Lines, Optical, Satellite, Wireless)

Video Solutions
Wireless Solutions (Wi-Fi)

7.0 E-Government
Web Site Analytics

Web Site Content Management Solutions
Web Site Design, Development, Hosting Services
Web Site Development Tools
Web Site Intranet Solutions
Web Monitoring & Filtering Solutions
Web Site Portal Solutions

8.0 Enterprise Systems
Virtualization (Servers)

Virtual Desktop Infrastructure (VDI)
Anti-Virus, Spam, Spyware Solutions

Data Encryption Products & Services
Helpdesk Solutions
Hosting Services and Applications (Cloud and SaaS)
#2..
- 47 -

Radio Frequency Identification (RFID)
Server, Storage & Data Management Products

Telepresence/Video Conferencing

9.0 Training Solutions

10.0 Consulting Services

11.0 Other Goods and Services
#2..
- 48 -

AGREEMENT FOR SPECIAL SERVICES

MERCED COUNTY
CONTRACT NO.

THIS AGREEMENT, is made and entered into by and between the County of Merced, a political subdivision of the State of Califomia, (hereinafter referred to as "County"), and Telcion Communications Group, a Califomia corporation, located at 140 West Main Street, Turlock, California, 95380 (hereinafter referred to as "Contractor").

WHEREAS, County desires to retain Contractor to perform the services in connection with the Fast Open Contracts Utilization Services (FOCUS) pursuant to Government Code Sections 25330 - 25338; and,
WHEREAS, Contractor represents it has considerable knowledge and experience relating to the performance of such services; and,
WHEREAS, the parties desire to set forth herein the terms and conditions under which said services shall be furnished.

NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties hereby agree as follows:
1, SCOPE OF SERVICES

1.1 FOCUS Program Overview
The purpose of this FOCUS Agreement will be to provide the means for counties, cities, schools, special districts and other governmental entities in California and nationally to purchase their needed telecommunications technology solutions through a formally bid contractual relationship.

FOCUS iiso provides the means for govemments to reduce their costs of procurement while leveraging their dollars with other governments to achieve greater buying power. FOCUS offers the possibility of choosing more than one provider in each category'

1.2 FOCUS Program Design for Contractor
The program design shall incorporate the principles as they apply to the following awarded telecommunications technology categories:

Communications Services:
. Call Center Solutions (with ACD)
. Emergency Notification Solutions (Reverse 911)
. Engineering/Consulting Services
I,i i.:
-: | -r.r,iil .!riiI:r\ rr r'O Zl?) IDL
#2..
- 49 -
. lntegrated Voice Response (lVR)
. Voice over lnternet Protocol (VOIP)
. Unified Messaging (UM)
. TelecommunicationsSystems(PBX)
. Telephone Handsets
. Voice Mail Solutions
. Wireless Voice Communication Services
lnfrastructu re:
. Cabling Services
Enterprise l\ilobility Solutions:
. Mobile Device Management
Maintenance Services
Network & Enterprise Security Solutions:
. Firewall and Virtual Private Network (VPN)
. lntrusionDetection/PreventionSolutions
. Network, Host and Enterprise Management Solutions
. Video Solutions
. Wireless Solutions (Wi-Fi)
E-Governmeni
. Web Monitoring and Filtering Solutions
Enterprise Systems:
. Virtualization(Servers)
. Virtual Desktop lnfrastructure (VDl)
. Anti-Virus, Spam, Spyware Solutions
. Data Encryption Products and Services
. Hosting Services and Applications (Cloud and SaaS)
. Radio Frequency ldentification (RFID)
. Server, Storage and Data Management Products
. Telepresencely'ideoConferencing
Training Solutions
Consulting Services
Other Goods and Services
'1.3 Services
Contractor shall provide such services in a good and professional manner in accordance with the terms and conditions stated herein, and any #2..
- 50 -

1.4 specifically referenced attachments hereto. The following exhibits are specifically inmrporated by reference, aftached hereto, and made a part hereof, except when in conflict with this Agreement or modified herein:

Exhibit A - County's Request for Proposal #7370
Exhibit B - Contractor's Responding Proposal
Services shall include all activities of Contractor necessary to its performance of the work included in the scope herein described and shall perform all seryices as an independent contractor; not as an agent or employee ofthe County.
ln the performance of Contracto/s duties to perform such services, Contractor's services include, but are not limited to, the following:
a. Provide telecommunications products and services, using a competitively bid procurement tool, to public entities nationally. b. Offer superior products and services, at competitively bid prices, to insure public entity telecommunications goals are being achieved. c. Service FOCUS needs in specifically awarded telecommunications technology categories as listed in Section 1.2.

Conlractor Commitments
a. Selected FOCUS partners are authorized to add new product lines as needed to replace discontinued product lines. Merced County will be notified in writing of such product changes (with pricing) as they occur.
b. Not Specifically Priced ltems (NSP) - FOCUS users may order non-contracted products and services lhat are in support of the contracted items listed on the Purchase Order. Any NSP items must be peripheral and subordinate to the contracted items. The total value of all NSP items shall not exceed ten percent (10%) of the total price of the Purchase Order.
c. Merced County reserves the right to receive and process all orders at a future date.
d. Corporate level management support and resource commitment to the FOCUS Program.
e. Corporate level dedication to at least a California marketing proglzlm.
#2..
- 51 -
f. Corporate level commitment to their sales force in promoting the FOCUS Program and rewarding successes.
g. An aggressive marketing strategy.
h. Excellence in customer support and service.
i. A commitment to use local providers and/or contracted seNices where a corporate presence does not exist.
j. A product and service quality assurance program that meets or exceeds industry excellence standards.
k. The most competitive pricing given to a state/local government agency for the array of products and/or services offered. l. An ability to include industry leaders in the corporate and product suites offered through subcontractor relationships.
m. An on-line order placemenutracking system for immediate input or retrieval of information/acknowledgments by vendor.
n. As required, a customer help desk (800 number/on-line access) to assist customer technical and administralive issues.
o. Product, service, and installation excellence to any location that meets industry's highest standards.
p. The availability and inclusion of product supplies, product training, networking services (if appropriate), and product maintenance' q. All product installations and modifications performed by supplier will be by manufacturer-authorized personnel and meet manufaclurerdocumented specifications, unless otherwise specmcally stated in the purchase order/Statement of Work.
r. All contractors offering technology services must be certified by the California Public Utilities Commission (CPUC) to offer those services. Evidence of certification from CPUC is required' s. All products offered as a part of FOCUS must meet or exceed the specifications of the referenced brands.
#2..
- 52 -

2. 1.5 MandatoryAdministrative Requirements
a. Notify Merced County of all saies made under FOCUS, including order/delivery progress, within fourteen ('14) business days of orderb. Quarterly and annual sales reports. c. A producuservice document, paper or electronic
-
to be produced
at least four (4) times per year. Electronic documents shall be updated immediately for price reductions. The document must show the array of producvservice offerings, producvservice descriptions, and pricing schedules based on single item purchases. lf appropriate, greater price reductions are expected as volume on identical items is increased. A percent of volume discount must be provided prior to order.
d. Price increase/price decline policies. All price reduction changes must be published within seventy-two (72) hours.
e. Quarterly Administrative fees for Merced County.
f. Subcontractor list (See Agreement Attachment 1).
g. Ordering (including invoices, payments, taxes on sales and services, and retum procedures), reporting, and reconciliation procedures (See Agreement Attachment 2).
h. Support services including help desk phone numbers.
i. Wananty statements.
j. Point of contact including phone/faxle-mail informationTERM The term of this Agreement shall commence on the 8th day of June, 202'1, and continue until the 7ih day of June, 2024, unless sooner terminated in accordance with the sections entitled 'TERMINATION FOR CONVENIENCE", 'TERMINATION FOR CAUSE", or "CONDITION SUBSEQUENT/NONAPPROPRIATION OF FUNDING', as set forth elsewhere in this Agreement'

ADMINISTRATIVE FEES
Contractor agrees to pay Merced County administrative fees in accordance with the following schedule on a quarterly basis. Payment is to be made not later

3. #2..
- 53 -
than thirty (30) days following the end of the quarter (April 30, July 31 , October 31 , January 31).
(Sales will be calculated for fiscal year of January 1st through December 31st and reset each year)
Annual Sales Through Contract Administrative Fee
$o - $2,ooo,o0o 1Yo
$2,000,000+ 0.5%

4. PUBLIC AGENCY PARTICIPATION
Any public agency, i.e., city, district, public authority, public agency, municipality and other political subdivision or a public corporation of california (hereinafter refened to as public agency) located in the state of california or any other state shall have the option of participating in any award made as a result of this proposal at the same prices, F.O.B. destination, and terms and conditions. The public agency shall make purchases in their own name, have deliveries made to their facilities, and be responsible for tax liability and payments directly to the Contractor. The public agency will hold harmless the County from all claims, demands, actions, or causes of actions of every kind resulting directly or indirectly, arising out of, or in any way connected with use of this Contract.

Public Agencies may not qualiff vendors for their contract offerings by using FOGUS Terms and Conditions.

PROGRAM UTILIZATION REQUIREMENTS
ln order for a public agency to utilize FOCUS contracts, the public agency must first complete an agreement with Merced county. Agreements are accomplished by referencing vendor's specific FOCUS contract number on each public agency's purchase order, forwarding original to Contractor, and providing an informltion copy to the Merced County Department of Community and Economic Development via U.S. Mail, fax, or e-mail. For ordering, reporting, and reconciliation procedures, see Contract Attachment 2'

NOTICES
All notices, requests, demands or other communications under this Agreement shall be in writing. Notice shall be sufficiently given for all purposes as follows:

A. Personal Delivery. When personally delivered to the recipient, notice is effective uPon delivery.

5. o.
#2..
- 54 -
B. First Class Mail. When mailed first class to the last address of the recipient known to the party giving notice, notice is effective three mail delivery days after deposit in a United States Postal Service office or mailbox.

C. Certified Mail. When mailed by certified mail, return receipt requested, notice is effective upon receipt, if delivery is confirmed by a return receipt.

D. Ovemight Delivery. When delivered by an ovemight delivery service, charges prepaid or charged to the sender's account, notice is effective on delivery, if delivery is confirmed by the delivery service.

Any correctly addressed notice that is refused, unclaimed or undeliverable because of an acf or omission of the party to be notified shall be deemed effective as of the first date that the notice was refused, unclaimed or deemed undeliverable by the postal authorities, messengersi or ovemight delivery service lnformation for notice to the parties to this Agreement at the time of endorsement of this Agreement is as follows:
county of lverced c/o
Director
Community & Economic Development
Merced county
2222 M Slrcel
Merced, CA 95340
Contractor
Telcion Communications Group, lnc.

Danen Rodrigues
Business Technology Consultant
'140 West Main Street
Turlock, CA 95380

7. Any party may change its address by giving the other party notice of the change in any manner permitted by this Agreement.

CONDITION SUBSEQUENT/NON-APPROPRIATION OF FUNDING
The compensation paid to Contractor pursuant to this Agreement is based on County's continued appropriation of funding for the purpose of this.Agreement, as well as the receipt of local, county, stale and/or federal funding for this purpose. The parties acknowledge that the nature of govemment finance is unpredictable, and that the rights and obligations set forth in this Agreement are therefore contingent upon the receipt and/or appropriation of the necessary funds. ln the event that funding is terminated, in whole or in part' for any reason' at any time, this Agreement and all obligations of the County aising-from this Agreement shall be immediately discharged. County agrees to inform Contractor ni later than ten (10) calendar days after the County determines, in its sole judgment, that funding will be terminated and the final date for which funding will -be -available. Under these circumstances, all billing or other claims for compensation or reimbursement by Contractor arising out of performance of this Agreement must be submitted to County prior to the final date for which funding is available. ln the altemative, County and Contractor may agree, in such #2..
- 55 -

6. circumstance, to a suspension or modification of either party's rights and obligations under this Agreement. Such a modification, if the pafiies agree thereto, may permit a restoration of previous contract terms in the event funding is reinstated. Also in the alternative, if funding is pmvided to the County in the form of promises to pay at a later date, whether referred to as "government warrants;', "lOU's", or by any other name, the County may' in its sole discretion, provide similar promises to pay to the Contractor, which the Contractor hereby agrees to accept as sufficient payment until cash funding becomes available'

TERMINATION FOR CONVENIENCE
This Agreement, notwithstanding anything to the contrary herein above or hereinafter set forth, may be terminated by County at any time without cause or legal excuse by poviding the other party with thirty (30) calendar days written notice of such termination.

Upon effective date of termination, County shall have no further .liability to Contractor except for payment for actual services incurred during the performance hereunder. Such liability is limited to th,e time specified in said notice and for services not previously reimbursed by County Such liability is further limited to the extent such costs are actual, necessary, reasonable, and verifiable costs and have been incuned by Contractor prior to, and in connection with, discontinuing the work hereunder.

TERMINATION FOR CAUSE
The County may terminate this Agreement and be relieved -of making any payments to Contractor and all duties to Contractor should the Contractor fail to ir"itor, ,ny material duty or obligation of the Agreement Notice shall be given as otherwiie pmvided herein. ln the event of such termination the County may proceed with ihe work in any manner deemed proper by the County All costs to [tre County shall be deduct,ed from any sum otheMise due the. Contractor and in" Ortan"", if any, shall be paid to the Contractor upon dem€nd- Such remedy Lin aodition to such other remedies as may be available to the County provided by law.

MODIFICATION OF THE AGREEMENT
Notwithstanding any of the provisions of this Agreement, the parties may agree to amend thiJ Ag;eement. No alteration or variation of the terms of this Agreement shall b; valid unless made in writing and signed.by the.parties hereto' N6 oral understanding or agreement not incorporated herein shall be binding on any of the parties hereto

9. t0.
#2..
- 56 -

11. INSURANCE
A. Prior to the commencement of work, and as a precondition to this Agreement, Contractor shall purchase and maintain the following types of iniurance for the stated minimum limits indicated during the term of this Agreement. Contractor shall provide a certificate of insurance and endorsements on each policy as required in this section. Each certificate of insurance shall specify if Contractor has a self-insured retention (SlR), and if so, Contractor shall be required to provide the entire policy of insurance with which it has an SIR and/or deduciible. All deductibles and SlRs shall be fully disclosed in the Certificates of lnsurance and are subject to the express written permission of the County Risk Manager.

1. Commercial General Liability: $2,000,000 per occunence and $4,OOO,OO0 annual aggregate covering products and completed operations, bodily injury, personal injury and property damage. The County and its officers, employees and agents shall be endorsed to above policy as additional insured, using ISO form CG2026 or an alternate form that is at least as broad as form CG2026, as to any liability arising from the performance of this Agreement.

2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage, or altematively split limits of $500,000 per person ;nd $l,OOO,OOo per accident for bodily inlury with $250,000 per accident for property damage.

3. Workers Compensation: Statutory coverage, if and as required according to the California Labor Code, including Employers' Liability limits of $1,OoO,OOO per accident. The policy shall be endorsed to waive the insurer's subrogation rights against the County.

4. Professional Liability (Enors and Omissions): $1,000,000 limit per occurrence and $5,000,000 annual aggregate limit covering Contractor's wrongfulacts, errors and omissions. Any aggregate limit for professional liability must be separate and in add-ition toany CGL aggregate limit. Claims - made coverage requires Contractor to main'tiini minimum of three (3) years extended reporting period or tail coverage.

5. Technology Professional Liability Errors and Omissions lnsurance appropriai; to the Contractor's profession and work hereunder, with limits not less than $2,OOO,OOO per occulrence. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by the Contractor in this agreement and shall include, but not be limited to, claims involving infringement of intellectual #2..
- 57 -
B.
property, copyright, trademark, invasion of privacy violations, information theft, release of private information, extortion and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufflcient to respond to these obligations.

The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the Agency in the care, custody, or control of the Contractor. lf not covered under the Contracto/s liability policy, such "property" coverage of the Agency may be
endorsed onto the Contracto/s Cyber Liability Policy as covered property as follows;
Cyber Liability coverage not less than $2,000,000 per
occurrence, and sufficient to cover, the full replacement value of damage to, alteration of, loss of, or destruction of electronic data and/or information "property' of the Agency that will be in the care, custody, or control of Contractor.

INSURANCE CONDITIONS

1. lnsurance is to be primary and non-contributory with any insurance of the County and placed with admitted insurers rated by A M. Best Co. as A: Vll or higher. Lower rated, or approved but not admitted insurers, or any other requirement changes (such as limits) are subject to the prior approval of the County Risk Manager'

2. Each of the above required policies shall be endorsed to provide the County with thirty (30) days prior written notice of cancellation.

The County is not liable for the payment of premiums or assessments on the policy. No cancellation provisions in the insurance policy shall be construed in derogation of the continuing duty of Gontractor to furnish insurance during the term of this Agreement.

3. lf the Contractor maintains broader coverage and/or higher limits than the minimums shown above, the County requires and shall be entitled to the broader coverage and/or the higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the County.
'10
#2..
- 58 -

12. 4. lf the Contractor uses Sub-Contractors or others to perform work under this Agreement, such Sub-Contractor or other persons shall be Named lnsured or Additionally lnsured to the Contractor's required insurance coverage, or required by the Contractor to comply with equivalent insurance and conditions of this Section.

INDEMNIFICATION
Contractor has the mntracted duty (hereinafter "the duty") to indemnify, defend and hold harmless, County, its Board of Supervisors, officers, employees, agents and assigns from and against any and all claims, demands, liability, judgments, awards, interest, attorney's fees, costs, experts' fees and expenses of whatsoever kind or nature, at any time arising out of or in any way connected with the performance of this Agreement, whether in tort, contract or otherwise.

This duty shall include, but not be limited to, claims for bodily injury, pmperty damage, personal injury, and mntractual damages or otheMise alleged to be caused to any person or entity including, but not limited to employees, agents and officers of Contractor.

Contractor's liability for indemnity under this Agreement shall apply, regardless of fault, to any acts or omissions, willful misconduct or negligent conduct of any kind, on the part of the Contractor, its agents, subcontractor and employees. The duty shall extend to any allegation or claim of liability except in circumstances found by a jury or judge to be the sole and legal result of the willful misconduct of County. This duty shall arise at the first claim or allegation of liability against County. Contractor will on request and at its expense defend any action suit or proceeding arising hereunder. This clause for indemnification shall be interpreted to the broadest extent permitted by law.

PATENT INDEMNITY
The awarded Bidder shall hold the County, its officers, agents, and employees, harmless from liability of any nature in kind, including costs and expenses, from infringement or use of any copyrighted or un-copyrighted composition, secret prccess, patented or unpatented invention, article, or appliance furnished or used in connection with this proposal. The Bidder may also be required to furnish a bond or other indemnification to the County against any and all loss' damage, costs, expenses, claims, and liability for patent or copyright infringement.

INDEPENDENT CONTRACTOR
It is mutually understood and agreed that Contractor is an independent Contractor in the performance of the work duties and obligations devolving upon Contractor under this Agreement. County shall neither have, nor exercise any control or direction over the methods by which Contractor shall perform the assigned work and functions. The contractual interest of County is to assure that

13. 14.
11 #2..
- 59 -

15. the services covered by this Agreement shall be performed and rendered in a competent, efficient and satisfactory manner.

It is agreed that no employer-employee relationship is created and Contractor shall hold County harmless and be solely responsible for withholding, reporting and payment of any federal, state or local taxes; any contributions or premiums imposed or required by workers' compensation; any unemployment insurance; any social security income tax; and any other obligations from statutes or codes applying to Contractor, or its subcontractors and employees, if any.

It is mutually agreed and understood that Contractor, its subcontractors and employees, if any, shall have no claim under this Agreement or otheMise against the County for vacation pay, sick leave, retirement or social security benefits, occupational or non-occupational injury, disability or illness, or loss of life or income, by whatever cause.

Contractor shall insure that all its personnel and employees, subcontractors and their employees, and any other individuals used to perform the contracted seNices are aware and expressly agree that County is not responsible for any benefits, coverage or payment for their efforts.

RECORDS, INFORMATION AND REPORTS
Contractor shall maintain full and accurate records with respect to all matters covered under this Agreement. To the extent permitted by law, County shall have free access at all poper times or until the expiration of four (4) years after the fumishing of services to such records, and the right to examine and audit the same and to make transcrjpts therefrom, and to inspect all data, documents, proceedings, and activities pertaining to this Agreement.

To the extent permitted by law, Contractor shall furnish County such periodic reports as County may request pertaining to the work or services undertaken pursuant to this Agreement. The costs and obligations incurred or to be incurred in connection therewith shall be borne by the Contractor.

OWNERSHIP OF DOCUMENTS
To the extent permitted by law, all technical data, evaluations, plans, specifications, reports, documents, or other work products developed by Contractor hereunder are the exclusive property of County and upon request of County shall be delivered to County upon completion of the services authorized hereunder. ln the event of termination, all finished or unfinished documents and other materials, if any, at the option of County, and to the extent permitted by law, shall become the property of the County. Contractor may retain copies thereof for its files and internal use.

16. 12
#2..
- 60 -

17. Any publication of information directly derived fmm work performed or data obiained in connection with services rendered under this Agreement must be first approved by County.

QUALITY OF SERVICE
Contractor shall perform its services with care, skill, and diligence, in accordance with the applicable professional standards currently recognized by such profession, and shall be responsible for the professional quality, technical accuracy, completeness, and coordination of all reports, designs, drawings, plans, information, specifications, and/or other items and services fumished under this Agreement.

Contractor shall, without additional compensation, conect or revise any elrors or deficiencies immediately upon discovery in its reports' drawings, specifications, designs, and/or other related items or services.

PERSONAL SATISFACTION AS A CONDITION PRECEDENT
The obligations of County as provided in this Agreement are expressly condition;d upon Contractols compliance with the provisions of this Agreement to the personal satisfaction of the County. County shall determine compliance in good faith as a reasonable person would under the circumstances'

ENTIRE AGREEMENT
This Agreement and any additional or supplementary document or.documents incorpoiated herein by specific reference contain all the terms and conditions agreed upon by the parties hereto, and no other contracts' oral or.otherwise' re-garding tne suUlect matter of this Agreement or any part thereof shall have any validity or bind any of the parties hereto.

PRICING
lf the FOCUS partnering contractor's prices decline, or should Contractor, at any time during ttrb term oi this Agreement, provide the same or similar goods or services uider similar quantity and delivery conditions and terms and conditions oi purchase to the State of Cilifomia or any county, municipality or district of the stjte at prices below those set forth in this Agreement,. then-such lower prices shall be immediately extended to Merced County and the FOCUS users up to and including date of shipment from Contractor's shipping point

COUNTY NOT OBLIGATED TO THIRD PARTIES
County shall not be obligated or liable hereunder to any party other than Contractor.

18. t9-
20-
2',t.
13 #2..
- 61 -

23. 22.

25. LAWS, LICENSES, PERMITS AND REGULATIONS
Contractor and County agree to comply with all State laws and regulations that pertain to construction, health and safety, labor, minimum wage, fair employment practice, equal opportunity, and all other matters applicable to Contractor and County, their sub-grantees, Contractors, or subcontractor, and their work.

Contractor shall possess and maintain all necessary licenses, permits, certificates and credentials required by the laws of the United States, the State of Califomia, County of Merced and all other appropriate govemmental agencies, including any certification and credentials required by County. Failure to maintain the licenses, permits, certificates, and credentials shall be deemed a breach of this Agreement and constitutes grounds for the termination of this Agreement by County.

LIMITED AFFECT OF WAIVER OR PAYMENT
ln no event shall the making, by County, of any payment to Contractor constitute, or be construed as, a waiver by County of any breach of covenant, or any default which may then exist, on the part of Contractor. The making of any such payment by County while any such breach or default shall exist, shall not be construed as acceptance of substandard or careless work or as relieving Contractor from its full responsibility under this Agreement.

No waiver by either party of any default, breach or condition precedent shall be valid unless made in writing and signed by the parties hereto. No oral waiver of any default, breach or condition precedent shall be binding on any of the parties hereto. Waiver by either party of any default, breach or condition precedent shall not be construed as a waiver of any other default, breach or condition precedent, or any other right hereunder.

PERSONNEL
Contractor represents that it has, or will secure at its own expense, all personnel required in performing the services under this Agreement. All of the services required hereunder will be performed by Contractor or under its supervision, and all personnel engaged in the work shall be qualified to perform such services.

APPLICABLE LAw; VENUE
All parties agree that this Agreement and all documents issued or executed pursuant to this Agreement as well as the rights and obligations of the parties hereunder are subject to and govemed by the laws of the State of California in all respects as to interpretation, construction, operation, effect and performance. No

24. 14
#2..
- 62 -

27. 26.

24. interpretation of any provision of this Agreement shall be binding upon County unless agreed in writing by County and counsel for County.

Notwithstanding any other provision of this Agreement, any disputes conceming any question of fact or law arising under this Agreement or any litigation or arbitration arising out of this Agreement, shall be tried in lvlerced County, unless the parties agree otheMise or are otheMise required by law.

BREACH OF CONTRACT
Upon breach of this Agreement by Contractor, County shall have all remedies available to it both in equity and/or at law.

REMEDY FOR BREACH AND RIGHT TO CURE
Notwithstanding anything else in this Agreement to the contrary, if Contractor fails to perform any obligation of this Agreement, the County may itself perform, or cause the performance of, such agreement or obligation. ln that event, Contractor will, on demand, fully reimburse County for all such expenditures Altematively, County, at its option, may deduct from any funds owed to Contractor the amount necessary to cover any expenditures under this provision.

This is in addition to any other remedies available to the County by law or as otheMise stated in this Agreement.

SUCCESSORS IN INTEREST
All the terms, covenants, and conditions of this Agreement shall be binding and in full force and effect upon any successors in interest and assigns of the parties hereto. This paragraph shall not be deemed as a waiver of any of the conditions against assignment set forth herein.

CONFLICT OF INTEREST
Contractor covenants that it presently has no inlerest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of this Agreement. Contractor shall ensure that no mnflict of interest exists between its officers, employees, or subcontractors, and the County. Contractor shall ensure that no County officer or employee in a position that enables them to influence this Agreement will have any direct or indirect financial interest resulting from this Agreement. Contractor shall ensure that no County employee shall have any relationship to the Contractor or officer or employee of the Contractor, nor that any such person will be employed by Contrrctor in the performance of this Agreement without immediate divulgence of such fact to the County.

29. #2..
- 63 -

30. NONDISCRIMINATION IN EMPLOYMENT, SERVICES, BENEFITS AND

FACILITIES
Contractor and any subcontractors shall comply with all applicable federal, state, and local Anti-discrimination iaws, regulations, and ordinances and shall not unlawfully discriminate, deny family care leave, harass, or allow harassment against any employee, applicant for employment, employee or agent of County, oi recipient of services contemplated to be provided or provided under this Agreement, because of race, ancestry, marital status, color, religious creed, political belief, national origin, ethnic group identification, sex, sexual orientation, age (over 4o), medical condition (including HIV and AIDS), or physical or mental disability. Contractor shall ensure that the evaluation and treatment of its employees and applicants for employment, the treatment of County employees and agents, and recipients of services are free from such discrimination and harassment.

Contractor represents that it is in compliance with and agrees that it will continue to comply with the Americans with Oisabilities Act of 1990 (42 U.S.C. S 12101 et seq.), the Fair Employment and Housing Act (Government Code SS 12900 et seq.), and ensure a workplace free of sexual harassment pursuant to Government Code 12950 and regulations and guidelines issued pursuant thereto.

Contractor agrees to compile data, maintain records and submit reports to permit effective enforcement of all applicable antidiscrimination laws and this provision' Contractor shall include this nondiscrimination pmvision in all subcontracts related to this Agreement and when applicable give notice of these obligations to labor organizations with which they have Agreements.

CAPTIONS
The captions of each paragraph in this Agreement are inserted as a matter of convenience and reference only, and in no way define, limit, or describe the scope or intent of this Agreement or in any way affect it.

SUBCONTRACTS. ASSIGNMENT
Contractor shall not subcontract or assign this Agreement, or any part thereof, or interest therein, directly or indirectly, voluntarily or involuntarily' to any person without obtaining the prior written consent by County. Contractor remains legally responsible for the performance of all contract terms including work performed by third parties undei subcontracts. Any subcontracting will be subject to all applicable provisions of this Agreement. Contractor shall be held responsible by County for the performance of any submntractor whether approved by County or not.

31. 32.
'16
#2..
- 64 -

34. Contractor hereby assigns to the County all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 1 5) or under the Cartwright Act (Chapter 2 (commencing with Section 16700) of Parl 2 ol Division 7 of the Business and Professions Code), arising from the purchase if goods, materials, or services by the Contractor for sale to the County pursuant to this Agreement.

SEVERABILITY
lf a court of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable or invalid, in whole or in part, for any reason, the validity and enforceability of the remaining provisions, or portion of them, will not be affected. Compensation due to Contractor from the County may, however, be adjusted in proportion to the benefit received despite the removal of the effected provision.

DUPLICATE COUNTERPARTS
This Agreement may be executed in duplicate counterparts, each of which shall be deemed a duplicate original. The Agreement shall be deemed executed when it has been signed bY both Parties.

Signature page to follow
17 #2..
- 65 -

COUNTY OF TIIERCED
Daron McDaniel
Name
Chairman. Board of Suoervisott
Title
JUN 8 2021
Dat6d

APPROVEDASTO FORM

FORRESTW HANSEN
Telcion Gommunications GrouP
Name
hr:rav"l tnq t Ola-{''
Title
s ln\zt
Jeff Grant, Deputy County Counsel lV
g 6ir,P f{^,r, t, tnt-,

MERCED COUNTY COUNSEL
18 #2..
- 66 -
ATTACHMENT 1

SUBCONTRACTORS
Berk-tek
Cisco
Panduit
19 #2..
- 67 -
ATTACHMENT 2

ORDERING, REPORTING, AND RECONCILIATION PROCEDURES
ORDERING:

To order from the FOCUS Contract, Contractor needs:

1. A public agency purchase order (P'O.), stating the FOCUS Contract Number, made out to Contractor.

2. Confirmation that a copy of the P.o. has been sent to county via u.s. Mail or email.

Contractor can receive information in the following ways: U.S. Mail or email:

US mail:

Telcion Communications
Sales/FOCUS Contract orders
140 West Main Street
Turlock, Ca 95380
Email:
[email protected]
Upon receiving the above, Contractor will proceed with the ordering of the equipment delivered to Contractor ior delivery to the customer. The Order Administrator will also send a copy of the P.O. to the County.

REPORTING AND RECONCILIATION:

Contractor will report to County on a quarterly basis. The report and associated lees will be sent by Contractor no later than the 30h of the month, following the end of the q-uarter.(January 30s April 30th, July 30th, october 3oh) to the county via carrier. copies of P.o.'s will also be included.
#2..
- 68 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 24, 2022
Date: January 7, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Bill Zoslocki, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
Will Wong, Utilities Director
SUBJECT: Closed-Circuit Television (CCTV) Van for Utilities Department CONTACT: Cynthia Kline, Purchasing Manager, 209-577-5412, [email protected] DESCRIPTION:

Consider approving the competitive bidding process from Sourcewell (formerly National Joint Powers Alliance) with Rapid View IBAK North America under authorized dealer Jack Doheny Company, Northville, MI, for a Closed-Circuit Television (CCTV) van for a total amount not to exceed $264,154 and forwarding to Council for approval. (Funding Source: Wastewater Fund) STRATEGIC PLAN ELEMENT:

These items support the City of Modesto 2020-2025 Strategic Plan Focus of Governance and Service Delivery under Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts and Goal H: Achieve Financial Sustainability.

BACKGROUND:

In 2006, the State Water Resources Control Board (Regional Board) implemented a general Waste Discharge Requirements (WDR) governing the operations and maintenance of wastewater collection systems. The WDR requires a Sanitary Sewer Management Plan (SSMP) be adopted by the “Enrollees” governing board at a public meeting.

In March 2007, HDR, a consultant group, completed a “WDR Gap Analysis” for the City with recommendations for maintaining compliance with the WDR1. 1 The WDR Gap Analysis determined the purchase of an additional CCTV inspection unit was recommended at that time. #3..
- 69 -
Finance Committee, January 24, 2022
Closed-Circuit Television (CCTV) Van for Utilities Department

On July 24, 2007, by Resolution No. 2007-460, the City Council approved the development of the SSMP.

On April 07, 2009, by Resolution No. 2009-150, the City Council approved the completed SSMP2.

A key element in the SSMP, as outlined in the WDR, is the development of a rehabilitation and replacement plan. The program should include regular visual and TV inspections of manholes and sewer pipes.

The additional CCTV unit is critical in improving the City’s Sanitary Sewer Overflow (SSO) reduction program. The City owns approximately 3,432,000 linear feet of pipe. However, the current CCTV van inspects approximately 24,000 linear feet of pipe per month. At this rate, it will take 11.9 years to inspect the entire system one time. The industry standard is to inspect all lines every six (6) to ten (10) years. This is only possible with the purchase of a second CCTV van. In doing so, it will aid in identifying areas within the system in need of maintenance and thereby reduce SSOs. The reduction in SSOs will aid in mitigating the risk of future fines and potential lawsuits from non-governmental entities (NGOs).

Throughout the fiscal year, new vehicles need to be added to the City’s Fleet inventory due to the operational needs for the City departments. When these vehicles are added, they will be added to the Fleet Replacement list to prepare for future replacement.

RFB Vehicle # Description Dept. Year of
Vehicle
Meter Repair
Cost
Source
well
NEW
ADD
CCTV Van Utilities N/A N/A N/A
This vehicle is needed to increase the amount of pipe the City of Modesto inspects each year.

DISCUSSION:

On November 16, 2017, Sourcewell issued Request for Proposals (RFP) #122017 for Sewer Vacuum, Hydro-Excavation, and Street Sweeper Equipment, with Related Accessories and Supplies, on the Sourcewell website3, the Onvia website 4, PublicPurchase.com website5, Merx, Biddingo, AAMDC, and the New York State Contract Reporter. The RFP was also advertised and distributed to fifty-eight (58) vendors. On December 21, 2017 proposals were formally opened at the Sourcewell offices. Thirty (30) proposals were received and based on the Sourcewell Proposal Review Committee and criteria outlines in the RFP6, thirteen (13) contracts were awarded7 for Sewer Vacuum, Hydro-Excavation, and Street Sweeper Equipment, with Related Accessories and Supplies.
2 Several updates to the SSMP have been approved since that time: February 07, 2012, March 03, 2015 and August 17, 2017. 3 www.sourcewll-mn.gov
4 www.onvia.com
5 www.PublicPurchase.com
6 Conformance to Terms/Conditions to Include Documentation, Pricing, Financial, Industry and Marketplace Successes, Bidder’s Ability to Sell/Service Contract Nationally, Bidder’s Marketing Plan, Value Added Attributes, Warranty Coverages and Information, and Selection and Variety of Products and Services Offered 7 Atlantic Machinery, Inc., Exprolink Inc., Federal Signal Corporation, GapVax Inc., Global Environmental Products, Inc., Grandall Industries, Inc., Hi-Vac Corporation, Johnston North America, NiteHawk Sweepers, LLC, RapidView, LLC, Schwarze Industries, Inc.

Sewer Equipment Company, and TYMCO, Inc.
#3..
- 70 -
Finance Committee, January 24, 2022
Closed-Circuit Television (CCTV) Van for Utilities Department

Sourcewell’s analysts streamline the procurement process by developing RFP’s for national competitive solicitations that meet or exceed local requirements. The competitive process is continually refined to best meet agency needs and allows Sourcewell to offer exceptional products from nationally acclaimed vendors. The Purchasing Division recommends utilizing the existing competitively bid contract with Rapid View IBAK North America under authorized dealer Jack Doheny Company, Northville, MI for a CCTV for a total amount not to exceed $264,154.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

FISCAL IMPACT:

Sufficient funds for the one CCTV van are budgeted in Fiscal Year 21-22 in the Wastewater Fund in account 4210-44211-57003.

Due to the increase in market costs, the pricing for the CCTV inspection unit under the Sourcewell agreement is only valid until February 20, 2022.

After that date, the price will increase by 5.0% which will increase costs to the City by an additional $13,208 for a new total of $277,362.

Approved by:

DeAnna Christensen, Director of Finance
Will Wong, Utilities Director
Joseph P. Lopez, City Manager
Attachments:

1. Sourcewell Quote

2. Financial Interest Disclosure

3. Scoring Abstract
#3..
- 71 -
1 1
1 1
1 1
1 1
1 1
1 1
1 Date: 12/28/2021
1 Branch: 1700
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1
1 1 CUSTOMER:
1 ADDRESS:
1 CITY, STATE, ZIP:
1 PHONE:
1 ATTN:
1 1
1 1
1 1
1 1
25631
17111
1 Sourcewell Contract #122017-RVL
City of Modesto
1221 Sutter Avenue
Modesto, CA 95353
209/577-5440
Robert Englent
DOHENYCOMPANY.COM
RAPIDVIEW ID:

PROPOSAL ID:
2021 Price List
Rev: 8/1/2021 Customer Initials: ____
#3..
- 72 -
1 List Net
1 Standard Cameras:
1 V0494050 $ 20,466.00 $ 20,466.00
1 1 Camera Head Accessories:
1 901601040 $ 491.00 $ 491.00
1 1 T66 Tractor and Accessories:
1 905211031 $ 726.00 $ 726.00
1 905253031 $ 324.00 $ 324.00
1 905210091 $ 636.00 $ 636.00
1 905210191 $ 869.00 $ 869.00
1 905216291 $ 1,161.00 $ 1,161.00
1 905215991 $ 1,350.00 $ 1,350.00
1 905216791 $ 1,539.00 $ 1,539.00
1 902211090 $ 1,354.00 $ 1,354.00
1 1 Vehicle Mounted Control Units:
1 V1976007 $ 31,793.00 $ 31,793.00
1 1 Reels:
1 V8029020 $ 35,640.00 $ 35,640.00
1 Camera Cable:
1 80071900 $ 14,223.60 $ 14,223.60
1 1 Reel Accessories:
1 904350020 $ 702.00 $ 702.00
1 802617031 $ 1,069.00 $ 1,069.00
1 800500841 $ 1,003.00 $ 1,003.00
1 8025975001 $ 486.00 $ 486.00
1 1 HD Systems:
1 V9052009 $ 12,550.00 $ 12,550.00
1 V9052021 $ 2,106.00 $ 2,106.00
1 1 Computer Systems:
1 V0001017 $ 3,032.00 $ 3,032.00
1 1 Chassis:
1 VZ000700 $ 50,377.00 $ 50,377.00
1 Tungsten Carbide Wheels for T66/PANO 150 in 6" and up Tungsten Carbide Wheels for T66/PANO 150 in 8" and up
T66/PANORAMO 150 Pneumatic Wheels for large pipe w/ adapters T66.1 HD Camera Tractor
HD FO4 Camera Cable Type 00/12 - 1640 feet
F550 Gas 4x2
ORION 3 Zoom HD/SD Adaptive
Pressure Test Set
Additional Weight Kit for T66 (Heavy and Light)
Larger T66 hook for use with poles (optional)
Treaded Wheel set for 5" pipe for T66/6" for PANORAMO 150 (HARD) Treaded Wheel set for 6" pipe for T66/8" for PANORAMO 150 (HARD) Tungsten Carbide Wheels for T66 in 5" and up
KW505 FO2 4K (PANORAMO 4K capable) Synchronized Power Cable Reel BS 7 - Vehicle Mounted Control EDI for ALL SYSTEMS
Camera Connection Type 2-8 HD for SD Camera and Orion (SD or HD Modes 19" Industrial PC Package
KUV 2.7 Cable Deflection Pulley for Standard and Fiber Optic Cable with holder and rope Foot switch for winch (KW505 and KW305)
KW305/505 Upper deflection pulley (attaches to boom)
Cable Cleaning Brush for KW305/310/505
2021 Price List
Rev: 8/1/2021 Customer Initials: ____
#3..
- 73 -
0 Rapidview Build Out Options:
0 1 VZ000741 $ 45,652.00 $ 45,652.00
1 VZ000802 $ 929.00 $ 929.00
1 VZ000703 $ 265.00 $ 265.00
1 VZ000306 $ 2,025.00 $ 2,025.00
1 Equip Sales $ 675.00 $ 675.00
1 VZ000825 Fold-Out Steps (Side Access) $ 877.50 $ 877.50 1 VZ000826 Fold-down Steps (rear) $ 1,147.50 $ 1,147.50 1 VZ000817 $ 3,240.00 $ 3,240.00
1 Equip Sales Bathroom Addition $ 5,521.00 $ 5,521.00
17" 4:3 Monitor - Metal Case/Glass Front - HDMI, DP, DVI, CVBS, S Video, VGA Powered Rear Canopy - Push button
* Chassis purchased separately, call for required chassis specifications * Includes installation of box on approved chassis
* Dual swing open rear doors
* Side entry door
* Rear backup camera
* Commercial Genset (GAS)
* Walk-thru design with partition wall and door
* Tinted glass viewing window in Bulkhead Wall
* 12v LED Lighting
* Aluminum plank flooring/easy cleaning and improved grip when wet * Roof Air
* Exterior shore power package with extension cord
* Auxiliary battery and charging system
Front Office:
* Carpeted walls in studio
* Laminated base cabinetry
* Laminate countertops in studio
* Vibration resistant electronics cabinet with rear door access to outside of truck * Bench seat over generator
* Mounted high-quality monitor in office
Workspace:
* Heavy-duty, 5 drawer toolbox
* High-quality monitor in workspace for monitoring camera operation * 14 gallon pressurized wash down system
* Butcher block workbench
* Laminate Cabinets
* Aluminum storage shelves
* Overhead laminate cabinets with easy-open hardware
Safety:
* Directional Arrow board at rear
* Strobe light mounted on front roof.
* LED side markers on Box
Small sink in counter
Rear LED arrow board mounted
KW Reel Cabinet with 2 sliding aluminum drawers
Inspection Vehicle Conversion for GAS Chassis - 16' FRP Box. Dim: 16'x8'x6'6" 2021 Price List
Rev: 8/1/2021 Customer Initials: ____
#3..
- 74 -
0 1 JDC Accessories: Non-Sourcewell
1 TRP01 $ 450.00 $ 450.00
1 Poleset $ 343.00 $ 343.00
1 52846 $ 37.00 $ 37.00
1 Additional Options Sale Price
1 HD Vid Cap $ 500.00 $ 500.00
1 1 Sourcewell Build-Quote Summary
1 $ 242,229.60
1 $ 9,689.18
1 $ 232,540.42
1 1 $ 1,330.00
1 $ 233,870.42
1 1 $ 7,500.00
1 $ 3,500.00
1 $ 244,870.42
$ 19,283.55
$ 264,153.96
V4011004 $ 5,345.00 $ 5,345.00
V9052023 $ 4,239.00 $ 4,239.00
1 1
1 1
1 Customer:
1 By:
1 Date:

JDC -Top Manhole Roller
HD Vid Cap for IT Pipes Software (Magewell)
• Acceptance of this Proposal is subject to availability of the Equipment listed above.

Field Training:

Total:

Module/Options/Chassis Total:

Options Sourcewell Discount 4%:

Module/Options Total per Sourcewell Price Schedule:

Additional
Freight and PDI:

Total with Module, Chassis and All Options:

Terms and Conditions
Total with Sales Tax:

Modesto, CA Sales Tax - 7.875%:

Additional Items:

4.1 LIFT FOR T66 Type 4-8 HD for SD Camera and Orion (SD or HD Modes) RETRUS 16 Back-Eye Camera For HD systems
This proposal becomes a contract for delivery and payment of the merchandise listed above only when signed by the customer or one of its officers. • If this Proposal is not executed by both parties within thirty (30) calendar days from the Proposal Date, this Proposal shall become null and void, unless subsequently executed by both Buyer and Seller.

Thank you for your consideration of this proposal.

Sincerely yours,
Stephanie Prescott
Stephanie Prescott
Regional Sales Representative
760/644-5147
[email protected]
• Execution of this Proposal by Seller and Buyer constitutes a binding agreement between the parties. • Sales Price does not include any applicable sales taxes. Buyer is responsible for and agrees to pay all applicable sales tax. • The Sale of New Equipment Terms and Conditions are incorporated into and made a part of this Proposal upon acceptance and execution of this Proposal by both parties.

JDC-18' of Fiberglas Poles, Mounting Bracket and IBAK Adapter 3" Tiger Tail
2021 Price List
Rev: 8/1/2021 Customer Initials: ____
#3..
- 75 -

1. THE AGREEMENT. Jack Doheny Companies, Inc., (the “Seller”) agrees to sell, transfer and convey its right, title and interest in the new goods, equipment, vehicles and/or other new items (collectively, the “Equipment”) described in Seller’s written Invoice for the Sale of New Equipment (the “Invoice”) to the Buyer subject to the terms and conditions contained herein, which are incorporated into the Invoice, agreed to by the parties hereto, and together consists of the entire agreement between the Seller and Buyer (collectively, the “Agreement”). The Agreement shall be for the benefit of the Seller and Buyer and not for the benefit of any other person or entity. Prior courses of dealing, trade usage and verbal agreements not reduced to a writing signed by the Seller and Buyer, to the extend they differ from, modify, add to or change from the Agreement shall not be binding on the Seller.

2. TERMS OF PAYMENT.

2.1 Payment Date. All payments for the Equipment are due from Buyer on the date of the invoice unless other terms are agreed to in writing between Seller and Buyer. Payment shall be made to Seller at the address specified in the Agreement, without any offset or deduction for any reason.

2.2 Shipping Delays. If any shipment is delayed at the request of Buyer, payment shall become due based on the date Seller is prepared to make shipment, and Seller may invoice Buyer based on such date. All prices for Equipment are F.O.B. Seller's shipping point.

2.3 Delinquent Payments.

2.3.1 Any payment not made by Buyer on or before its due date shall be subject to a late charge on any unpaid balance at a rate of 18% per annum, or the highest interest rate allowed by law, whichever is greater.

2.3.2 If a payment is not made on or before its due date, Buyer agrees that Seller may elect, in addition to any other remedy at law or in equity, to cease performance under the Agreement and any other agreement between Buyer and Seller until such payment is rendered to Seller .

3. DELIVERY. Seller does not guarantee delivery dates.

4. RISK OF LOSS. Buyer assumes all risk of loss of Equipment upon delivery by Seller to carrier if Equipment is shipped. For Equipment that is shipped, Seller agrees to: (a) prepare the Equipment for shipment to Buyer; (b) deliver custody of the Equipment to carrier; (c) make appropriate arrangements for the transportation to carrier; and deliver documents to enable Buyer to obtain possession of the Equipment. Seller shall not be obligated to obtain insurance or to prepay transportation/carrier costs for the Equipment. Buyer agrees to be responsible for and to timely pay all loading, unloading and other charges incidental to transportation of the Equipment. Whether Seller pays transportation charges or not, risk of loss shall pass to Buyer upon delivery of the Equipment to a carrier.

5. INSPECTION OF EQUIPMENT. Buyer has inspected the Equipment and is satisfied with the Equipment’s condition.

6. INDEMNIFICATION. Buyer shall indemnify, hold harmless and release Seller from any and all liabilities, losses, damages, claims, costs and expenses, including attorney fees, arising out of, in whole or in part, from (a) the design, or manufacture of the Equipment; or (b) the use of the Equipment by Buyer and those acting on Buyer’s behalf.

7. MISCELLANEOUS.

7.1 No Assignment. There shall be no assignment of the Agreement by Buyer without the prior written approval of Seller. Any assignment of the Agreement shall not relieve Buyer of its obligations under the Agreement.

7.2 Force Majeure. Neither party will be liable for any delay or failure to perform its obligations hereunder, other than a payment obligation, due to any cause beyond its reasonable control including without limitation, acts of God or of the public enemy, including terrorists, acts of the government in its sovereign capacity, fires, floods, epidemic, strikes, picketing or boycotts, or any other circumstances caused by natural occurrences or third party actions beyond the reasonable control and without the fault or negligence of the party whose performance is affected (“Force Majeure Events”); provided that the affected party provides the other party prompt notice of the applicable circumstance and uses commercially reasonable efforts to re -commence performance as promptly as possible; provided, further, that if the duration of such Force Majeure Event exceeds thirty (30) days, the other party may terminate the Agreement upon delivery of written notice to the affected party.

7.3 Venue. The parties agree that any dispute under the Agreement shall be brought in the applicable state or federal court located in the county in which the Originating Branch is located and the parties waive any right to a jury trial.

7.4 Construction and Captions. The parties acknowledge that each has reviewed the Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of the Agreement or any exhibits or amendments hereto ; and that section headings appearing in the Agreement are for convenience of reference only and they are not intended, to any extent or for any purpose, to limit or define the text of any section or any subsection hereof. In the event any part of the Agreement is found to be ambiguous, such ambiguity shall not be construed against any party.

7.5 Entire Agreement. The Agreement constitutes the sole and entire agreement between the parties and supersedes all prior and contemporaneous statements , promises, understandings or agreements, whether written or oral.

7.6 Amendments. The Agreement may be amended, modified or altered at any time upon the approval of the Seller and Buyer; however, any such amendment must be in writing and signed by the Seller and Buyer in order for such amendment to be of any force and effect .

7.7 Partial Invalidity. In the event that any provision of the Agreement is declared by any court of competent jurisdiction or any administrative judge to be void or otherwise invalid, all of the other terms, conditions and provisions of the Agreement shall remain in full force and effect to the same extent as if that part declared void or invalid had never been incorporated in the Agreement and in such form, the remainder of the Agreement shall continue to be binding upon the parties.

7.8 Counterparts. The Agreement and any amendment thereto may be signed and executed in one or more counterparts, each of which shall be deemed an original and all of which together shall constitute one Agreement. Delivery of an executed counterpart of a signature page of the Agreement by facsimile or email shall be effective as delivery of an originally executed counterpart of the Agreement.

7.9 Authority. Each person(s) executing the Agreement as an agent or in a representative capacity warrants that he or she is duly authorized to do so .

NO WARRANTY. SELLER MAKES NO WARRANTIES OR REPRESENTATIONS EXPRESS OR IMPLIED BY OPERATION OF LAW OR OTHERWISE,

INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MARKETABILITY OR FITNESS FOR PARTICULAR PURPOSE, ALL OF WHICH ARE SPECIFICALLY HEREBY DISCLAIMED. To the extent allowed by law and those agreements, Seller transfers and assigns to Buyer the Equipment manufacturer’s warranties, if any such warranty is provided by the Equipment manufacturer. In no event shall Seller be liable to Buyer for any incidental , consequential, special, exemplary, and/or punitive damages, including without limitations, loss of revenue or profit.

SALE OF NEW EQUIPMENT

TERMS AND CONDITIONS

702-665-5397
[email protected]
dohenycompany.com
#3..
- 76 -

INVOICE INFORMATION
Sold to: Name
Address
Contact
Phone #
Email Address:

Ship to: Name
Address
Contact
Phone #
Email Address

PLEASE SELECT TYPE OF BUSINESS
Environmental ___________Petro Chemical_______ Gas & Oil_________________ Sewer & Water_______ Industrial Plant___________Utility_______________ Municipal________________ Other_______________ Customer Signature:
#3..
- 77 -

TITLE INFORMATON FORM
Must be typed. Please ensure accurate information provided with submission of this document. Any re-issuance of title resulting from inaccurate data may be subject to a $250.00 processing fee.

Name
Address
Contact
Phone #
Email Address
County: _________________________________
Fed ID# _________________________________
Title Mailed to: Name
Contact
Phone #
Email Address
Lienholder: Name
Address
Contact
Phone #
Email Address
Customer Signature:
(If no lienholder exists,
'Not Applicable' must be
notated in Name field)
Title Assigned to:
(Name and information
for purchaser of the unit)
(Must be Physical Address)
(Company or business that will
be registering the unit)
777 Doheny Drive
Northville, MI 48167
t 248-349-0904
p 248-349-2774
Address
#3..
- 78 -
#3..
- 79 -
#3..
- 80 -
#3..
- 81 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 24, 2022
Date: January 5, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice Chair
Bill Zoslocki, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreement with LCP Tracker for Certified Payroll Monitoring Software CONTACT: Jesse Franco, Engineering Division Manager, [email protected], 209-571- 5175
DESCRIPTION:

Consider approving an agreement with LCP Tracker for Certified Payroll monitoring software in the amount of $16,460 for the initial year of implementation, and $12,343 annually for three years, for a total not to exceed amount of $53,489 and forward to council for approval. (Funding Source: Capital Improvement Support Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City of Modesto Strategic Plan Initiatives, Goal D: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

The City of Modesto designs, bids, and constructs approximately 20 to 25 Capital Improvement Program (CIP) projects each year. In typical years, roughly 20% of those projects are funded with State or Federal money and require a full labor compliance monitoring program. This percentage is increasing every year, and with new skilled and trained work force requirements, the monitoring of more projects is anticipated. This labor compliance monitoring includes both prime contractors and all subcontractors on the project.

Full compliance monitoring consists of ensuring timely submission of required Apprenticeship documents, certified payrolls, and verifying that all employees are properly paid for the actual work performed. This includes confirming workers employed on the CIP/public works project are paid the prevailing wage determined by the Director of the Department of the Industrial Relations (DIR) and that Apprenticeship hiring is compliant with applicable laws. #4..
- 82 -
Finance Committee, January 24, 2022
Agreement with LCP Tracker for Certified Payroll Monitoring Software

In past years, the majority of labor compliance monitoring has been handled in the Construction Administration section by one staff member for all state or federal funded CIP projects. This practice of having one individual responsible for labor compliance and keeping current with state and federal labor laws, including newly passed Senate Bills, exposes the City to liability for failing to comply should something get missed.

DISCUSSION
LCP Tracker is a cloud-based Prevailing Wage and Workforce Compliance Management Solution. The program allows prime contractors and their subcontractors to submit certified payrolls electronically, offering a highly secure and automated process for collecting certified payroll reports. LCP Tracker also flags any errors or discrepancies with local, state, or federal Davis-Bacon provisions, and requires the contractor to make corrections prior to accepting the submittal, saving time for the agency by reducing administrative work.

LCP Tracker is ideal for public agencies to ensure all contractors and subcontractors are compliant with prevailing wage laws. It allows the agency and prime contractor to easily view, approve, or reject payrolls and provides immediate feedback. LCP Tracker has had over 18 years of development, is widely used, and has been the compliance solution on thousands of construction projects. LCP Tracker dramatically reduces the risk of fines and failed audits by lessening the administrative work load and allowing more time for staff to do the investigative work necessary to confirm workers are being paid for the classification they are truly working in.

In 2014, the Federal Department of General Services solicited bids for Prevailing Wage and Workforce Compliance Management Solution software. The Federal Department received 3 competitive bids and authorized a contract with the lowest bidder, LCP Tracker Inc., Orange, CA.

The Federal Department entered into a contract with LCP Tracker, for the services to provide Prevailing Wage and Workforce Compliance Management Solution software. The contract has a ten-year term, from May 8, 2014 to May 7, 2024.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in Modesto Municipal Code (MMC) 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served. LCP Tracker software meets the requirement under this MMC due to their recent award from the competitive bidding process utilizing the cooperative purchasing agreement through the State of California.

FISCAL IMPACT:

The initial procurement and implementation cost for the first year is a not to exceed amount of $16,460, which includes $15,129 for software and start-up, $582 for Web-Based Admin Training (two sessions) and a $750 allowance for Prevailing or Living Wage Input & Maintenance Pricing.

The annual system maintenance costs are based on the City’s annual CIP construction costs. #4..
- 83 -
Finance Committee, January 24, 2022
Agreement with LCP Tracker for Certified Payroll Monitoring Software

Sufficient funds are budgeted in Fiscal Year 2021-2022 to cover the initial startup, annual license fee, training, and maintenance costs of $16,460 in account 1300-42020-52170, PC Software and Supplies (UTL – Construction Administration).

The system maintenance support fees will be budgeted annually in operating cost center 42020.

Fiscal Year Total
FY 21/22 $16,460
FY 22/23 $12,343
FY 23/24 $12,343
FY 24/25 $12,343
TOTAL $ 53,489
COMMITTEE RECOMMENDATION:

The LCP Tracker Software system was presented to the Technology Steering and Alignment Committee on August 16, 2021, where Committee members approved staff’s recommendation to present software procurement to Committee and Council for approval.

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
Attachments:

1. LCP Tracker GSA License Agreement
#4..
- 84 -

10.13.20.V2 Contract # GS-35F-364BA

GENERAL SERVICES ADMINISTRATION
Federal Supply Service
Authorized Federal Supply Schedule PriceList
On-line accessto contract ordering information,terms and conditions, up-to-date pricing, and the option to create an electronic delivery order are available through GSAAdvantage!®, a menu-driven database system. The INTERNET address GSAAdvantage!® is:GSAAdvantage.gov.

Schedule Title: MAS – MULTIPLE AWARD SCHEDULE
Information Technology
FSC Classes/Product Codes:

SIN: 511210 - SOFT WARE LICENSES
SIN: 54151 - SOFT WARE MAINTENANCE
OLM: ORDER LEVEL MATERI ALS
Contract Number: GS-35F-364BA
For more information on ordering from Federal Supply Schedules click on the FSS Schedules button at fss.gsa.gov Price List current through Mod# PS-0027 dated 10/01/2020 Period Covered by Contract: May 8, 2014 – May 7, 2024
LCPtracker, Inc.
200 E Chapman Avenue
Orange, CA 92866
714-669-0052
562-684-0145
www.lcptracker.com
Business Size: Small Business
#4..
- 85 -

10.13.20.V2 Contract # GS-35F-364BA
Customer Information
1a. TABLEOF AWARDEDSPECIALITEM NUMBERS (SINs); SINs

DESCRIPTION
511210 Software Licenses
54151 Software MaintenanceServices
OLM Order LevelMaterials
1b. LOWEST PRICEDMODEL NUMBER AND PRICE FOR EACH SIN:
1c. HOURLY R ATES (Services only): See page 13 of 15 for pricing.

2. MAXIMUM ORDER*: $500,000.00per sin/per order
NOTE TO ORDERING ACTIVITIES: *If the best value selection places your order over the Maximum Order identified in this catalog/pricelist, you have an opportunity to obtain a better schedule contract price.

Before placing your order, contact the aforementioned contactor for a better price. The contractor may (1) offer a new price for this requirement, (2) offer the lowest price available under this contract or (3) decline the order. A delivery order that exceeds the maximum order may be placed under the schedule contract in accordance with FAR 8.404.

3. MINIMUM ORDER: $100.00or negotiated at the delivery/task orderlevel

4. GEOGRAPHIC COVERAGE: Domesticonly

5. POINT(S) OF PRODUCTION: USA

6. DISCOUNT FROM LIST PRICES: GSA Net Prices are shown on the attached GSA Pricelist. Negotiated discount has been applied and the IFF has been added.

7. QUANTITY DISCOUNT(S): Additional 5% on orders totaling $200,000+ in any 12-month period.

8. PROMPT PAYMENT TERMS: Net 30 days - "Information for Ordering Offices: Prompt payment terms cannot be negotiated out of the contractual agreement in exchange for other concessions." 9a. Government Purchase Cards must be accepted at or below the micro-purchase threshold. 9b. Government Purchase Cards are accepted above the micro-purchase threshold. Contact contractor for limit.

10. FOREIGN ITEMS: N/A
11a. TIME OF DELIVERY: 30 Days from ARO.
#4..
- 86 -

10.13.20.V2 Contract # GS-35F-364BA
11b. EXPEDITED DELIVERY: 5 Days from ARO or negotiated at the deliver/task order level. 11c. OVERNIGHT AND 2-DAY DELIVERY: Negotiated at the deliver/task order level. 11d. URGENT REQUIRMENTS: Agencies can contact the Contractor’s representative to affect a faster delivery. Customers are encouraged to contact the contractor for the purpose of requesting accelerated delivery.

12. FOB POINT: Destination.
13a. ORDERING ADDRESS: Same as Contractor.
13b. ORDERING PROCEDURES: Ordering activities shall use the ordering procedures described in Federal Acquisition Regulation 8.405-3 when placing an order or establishing a BPA for supplies or services. The ordering procedures, information on Blanket Purchase Agreements (BPA’s) and a sample BPA can be found at the GSA/FSS Schedule Homepage (fss.gsa.gov/schedules).

14. PAYMENT ADDRESS: LCPtracker, Inc.
117 E. Chapman Ave.

Orange, CA 92866

15. WARRANTY PROVISION: Standard CommercialWarranty.

16. EXPORT PACKING CHARGES:N/A

17. TERMS ANDCONDITIONSOF GOVERNMENT PURCHASECARD ACCEPTANCE: See 9a and 9b above.

18. TERMS ANDCONDITIONSOF RENTAL,MAINTENANCE, ANDREPAIR(IF APPLICABLE): N/A

19. TERMS ANDCONDITIONSOF INSTALLATION(IF APPLICABLE): N/A or as applicable.

20. TERMS AND CONDITIONS OF REPAIR PARTS INDICATINGDATE OF PARTS PRICE LISTS AND ANY DISCOUNTS FROM LIST PRICES (IF AVAILABLE): N/A
20a. TERMS AND CONDITIONS FOR ANY OTHER SERVICES (IF APPLICABLE): N/A

21. LIST OF SERVICE ANDDISTRIBUTIONPOINTS : N/A

22. LIST OF PARTICIPATING DEALERS: N/A

23. PREVENTIVE MAINTENANCE: N/A
24a. SPECIAL ATTRIBUTES SUCH AS ENVIRONMENTAL ATTRIBUTES (e.g., recycled content, energy efficiency, and/or reduced pollutants): N/A
#4..
- 87 -

10.13.20.V2 Contract # GS-35F-364BA
24b. Section 508 Compliance for Electronic and Information Technology (EIT): Section 508 compliance information on the suppliesand servicesin thiscontractare availableat thefollowing website address (URL):[http://www.Section508.gov/

25. DUNSNUMBER: 013632984 and Cage Code: 4Ycj4TPIN

26. NOTIFICATIONREGARDINGREGISTRATIONIN SYSTEM FOR AWARDMANAGEMENT (SAM) DATABASE:

Contractor has an Active Registration in the SAM database.

Terms and Conditions
Terms and Conditions Applicable to Term Software License The Contractor shall only tender for acceptance those items that conform to the requirements of this contract. The ordering activity reserves the right to inspect or test any software that has been tendered for acceptance. The ordering activity ma y require repair or replacement of nonconforming software at no increase in contract price. The ordering activity must exercise its post acceptance rights (1) within a reasonable time after the defect was discovered or should have been discovered; and (2) before any substantial change occurs in the condition of the software unless the change is due to the defect in the software. Inspection of services is in accordance with 552.212-4 CONTRACT TERMS AND CONDITIONS– COMMERCIAL ITEMS (J AN 2017) (DEVIATION – FEB 2007) (DEVIAT ION - FEB 2018) for Firm-Fixed Price orders; or GSAR 552.212-4 CONTRACT TERMS AND CONDIT IONSCOMMERCIAL ITEMS (JAN 2017) (DEVIATION - FEB 2018) (ALTERNATE I - JAN 2017) (DEVIATION - FEB 2007) for Time-and-Materials and Labor-Hour Contracts orders placed under this contract.

1. COMMERCIAL SUPPLIER AGREEMENTS
Commercial Supplier Agreements to include Enterprise User License Agreements or Terms of Service (TOS) agreements. The Contractor shall provide all Commercial Supplier Agreements to include Enterprise User License Agreements or Terms of Service (TOS) agreements in an editable Microsoft Office(Word)formatforreview prior toaward.

2. GUARANTEE/WARRANTY
a. The Contractor’s commercial guarantee/warranty shall be included in the Commercial Supplier Agreement to include Enterprise User License Agreements or Terms of Service (TOS) agreements.
b. The Contractor warrants and implies that the items delivered hereunder are merchantable and fit for use for the particular purpose described in this contract. If no implied warranties are given, an express warranty of at least 60 days must be given in accordance with FAR

12.404(b)(2).
c. Limitation of Liability. Except as otherwise provided by an express or implied warranty, the Contractor will not be liable to the ordering activity for consequential damages resulting from any defect or deficiencies in accepted items.
#4..
- 88 -

10.13.20.V2 Contract # GS-35F-364BA

3. TECHNICAL SERVICES
The Contractor, without additional charge to the ordering activity, shall provide a hot line technical support number _714-669-0052 x4_ for the purpose of providing user assistance and guidance in the implementation of the software. The technical support number is available from 5:00am PST to 6:00pm PST .

4. SOFTWARE MAINTENANCE
(1) _Software Maintenance as a Product(SIN 511210)
Software maintenance as a product includes the publishing of bug/defect fixes via patches and updates/upgrades in function and technology to maintain the operability and usability of the software product. It may also include other no charge support that is included in the purchase price of the product in the commercial marketplace. No charge support includes items such as user blogs, discussion forums, on-line help libraries and Frequently Asked Questions (FAQ’s), hosted chat rooms, and limited telephone, email and/or web-based general technical support for user’s self- diagnostics.

Software maintenance as a product does NOT include the creation, design, implementation, integration, etc. of a software package. These examples are considered software maintenance services. Software Maintenance as a product is billed at the time of purchase. (2) __Software Maintenance Services (SIN54151)
Software maintenance services creates, designs, implements, and/or integrates customized changes to software that solve one or more problems and is not included with the price of the software.

Software maintenance services includes person-to-person communications regardless of the medium used to communicate: telephone support, on-line technical support, customized support, and/or technical expertise which are charged commercially. Software maintenance services are billed in arrears in accordance with 31 U.S.C. § 3324.

Invoices for maintenance service shall be submitted by the Contractor on a quarterly or monthly basis, after the completion of such period. Maintenance charges must be paid in arrears (31 U.S.C. § 3324). PROMPT PAYMENT DISCOUNT, IF APPLICABLE, SHALL BE SHOWN ONTHE INVOICE.

5. PERIODS OF TERM LICENSES (SIN 511210) AND MAINTENANCE (SIN54151) a. TheContractorshall honorordersfor periodsforthe durationofthe contract periodor a lessor period of time.
b. Termlicenses and/ormaintenancemay be discontinued by the ordering activity on thirty (30) calendar days written notice to the Contractor.
c. Annual Funding. When annually appropriated funds are cited on an order for term licenses and/or maintenance, the period of the term licenses and/or maintenance shall automatically expire on September 30 of the contract period, or at the end of the contract period, whichever occurs first. Renewal of the term licenses and/or maintenance orders citing the new appropriation shall be required, if the term licenses and/or maintenance is to be continued during any remainder of the contract period.
#4..
- 89 -

10.13.20.V2 Contract # GS-35F-364BA
d. Cross-YearFundingWithinContractPeriod. Whereanorderingactivity’sspecific appropriation authority provides for funds in excess of a 12-month(fiscal year) period, the ordering activity may place an order under this schedule contract for a period up to the expiration of the contract period, notwithstanding the intervening fiscal years. e. Ordering activities should notify the notify the Contractor in writing thirty (30) calendar days prior to the expiration of an order if the term licenses and/or maintenance is to be terminated atthattime. Ordersforthe continuationoftermlicenses and/ormaintenance will be required if the term licenses and/or maintenance is to be continued during the subsequent period.

6. CONVERSION FROM TERM LICENSETO PERPETUAL LICENSE
a. The ordering activity may convert termlicenses to perpetual licenses for any or all software at any time following acceptance of software. At the request of the ordering activity the Contractor shall furnish, within ten (l0) calendar days, for each software product that is contemplated for conversion, the total amount of conversion credits which have accrued while the software was on a term license and the date of the last update or enhancement. b. Conversion credits which are provided shall, within the limits specified, continue to accrue from one contract period to the next, provided the software remains on a term license within the ordering activity.
c. The term license for each software product shall be discontinued on the day immediately preceding the effective date of conversion from a term license to a perpetual license. d. The price the ordering activity shall pay will be the perpetual license price that prevailed at the time such software was initially ordered under a term license, or the perpetual license price prevailing at the time of conversion from a term license to a perpetual license, whicheveris the less.

7. TERM LICENSE CESSATION
a. After a software product has been on a continuous term license for a period of 12 months, a fully paid-up, non-exclusive, perpetual license for the software product shall automatically accrue to the ordering activity. The period of continuous term license for automatic accrual of a fully paid-up perpetual license does not have to be achieved during a particular fiscal year; it is a written Contractor commitment which continues to be available for software that is initially ordered under this contract, until a fully paid-up perpetual license accrues to the ordering activity. However, should the term license of the software be discontinued before the specified period of the continuous term license has been satisfied, the perpetual license accrual shall be forfeited.
b. The Contractor agrees to provide updates and maintenance service for the software after a perpetual license has accrued, at the prices and terms of Special Item Number l32-34, if the licensee elects to order such services. Title to the software shall remain with the Contractor. #4..
- 90 -

10.13.20.V2 Contract # GS-35F-364BA

8. UTILIZATION LIMITATIONS - (SIN511210)
a. Software acquisition is limited to commercial computer software defined in FARPart 2.101. b. When acquired by the ordering activity, commercial computer software and related documentation so legend shall be subjectto the following:
(1) Title to and ownership of the software and documentation shall remain with the Contractor, unless otherwise specified.
(2) Software licenses are by site and by ordering activity. An ordering activity is defined as a cabinet level or independent ordering activity. The software may be used by any subdivision of the ordering activity (service, bureau, division, command, etc.) that has access to the site the software is placed at, even if the subdivision did not participate in the acquisition of the software. Further, the software may be used on a sharing basis where multiple agencies have joint projects that can be satisfied by the use of the software placed at one ordering activity's site. This would allow other agencies access to one ordering activity's database. For ordering activity public domain data bases, user agencies and third parties may use the computer programto enter, retrieve, analyze, and present data. The user ordering activity will take appropriate action by instruction, agreement, or otherwise, to protect the Contractor's proprietary property with any third parties that are permitted access to the computer programs and documentation in connection with the user ordering activity's permitted use of the computer programs and any documentation. For purposes of this section, allsuch permitted thirdpartiesshall be deemed agentsofthe userordering activity.
(3) Except as is provided in paragraph 8.b(2) above, the ordering activity shall not provideor otherwise make available the software or documentation, or any portion thereof, in any form, to any third party without the prior written approval of the Contractor. Third parties do not include prime Contractors,subcontractors and agents of the ordering activity who have the ordering activity'spermission to usethe licensed software and documentation at the facility, and who have agreed to use the licensed softare and documentation only in accordance with these restrictions. This provision does not limit the right of the ordering activity to use software, documentation, or information therein, which the ordering activity may already have or obtains withoutrestrictions. (4) The ordering activity shall have the right to use the computer software and documentation with the computer for which it is acquired at any other facility to which that computer may be transferred, or in cases of Disaster Recovery, the ordering activity has the right to transfer the software to another site if the ordering activity site for which it is acquired is deemed to be unsafe for ordering activity personnel; to use the computer software and documentation with a backup computer when the primary computer is inoperative; to cop y computer programs for safekeeping (archives) or backup purposes; to transfer a copy of the software to another site for purposes of benchmarking new hard ware and/or software; and to modify the software and documentation or combine it with other software, provided that the unmodified portions shall remain subject to these restrictions.
#4..
- 91 -

10.13.20.V2 Contract # GS-35F-364BA
(5) "Commercial Computer Software" may be marked with the Contractor's standard commercial restricted rights legend, but the schedule contract and schedule pricelist, including this clause, "UtilizationLimitations"are the only governing terms and conditions, and shall take precedence and supersede any different or additional terms and conditions included inthe standard commercial legend.
(6) Licensee Data belongs exclusively to Licensee, regardless of where the Data may reside at any moment in time including, but not limited to Licensor hardware, networks or other infrastructure and facilities where Data may reside, transit through or be stored from time to time. Licensor makes no claim to a right of ownership in Licensee Data. Licensor agrees to keep the Licensee Data Confidential as that term is defined in the relevant FAR and DFARS provisions pertaining to Confidential Information and Confidentiality. Licensor is not permitted to use Licensee’s data for a purpose that is not explicitly granted in writing by Licensee. Upon Licensee request, for any reason whatsoever, Licensor must promptly return all Licensee Data in Licensor’s possession in a format as may be designated at the time of request by Licensee.
(7) Licensee may create or hire others (including Licensor) to create modifications, customizations or other enhancements to the Software which might be classified as “Derivative Works” of the software. Unless otherwise negotiated and mutually agreed upon at the order level, the intellectual property (IP) rights to the Derivative Works shall be owned by the owner of the underlying intellectual property. The Derivative Work[s] shall be made available to the Licensee through a royalty free, perpetual worldwide, no charge license to the Licensee.
(8) Software Asset Identification Tags (SWID) (Option 1 SIN 511210). Option 1 is applicable when the Offeror agrees to include the International Organization for Standardization/ International Electro-technical Commission 19770-2 ( ISO/IEC 19770- 2:2015) standard identificationtag(SWIDTag)asan embedded element in the software. An ISO/IEC 19970-2 tag is a discoverable identification element in software that provides licensees enhanced asset visibility. Enhance visibility supports both the goals of better software asset management and license compliance. Offerors may use the National Institute of Standards and Technology (NIST) document “NISTIR 8060: Guidelines for Creation of Interoperable Software Identification (SWID) Tags,” December 2015 to determine if they are in compliance with the ISO/IEC 19770-2 standard.

Section 837 of The Federal Information Technology Acquisition Reform Act (FITARA) of 2014, requires GSA to seek agreements with software vendors that enhance government -wide acquisition, shared use, and dissemination of software, as well as compliance with end user license agreements. The Megabyte Act of 2016 requires agencies to inventory software assets and to make informed decisions prior to new software acquisitions. In June of 2016, the Office of Management and Budget issued guidance on software asset management requiring each CFO Act (Public Law 101-576 – 11/15/1990) agency to begin software inventory management (M-16-12). To support these requirements, Offerors may elect to include the terms of Option 1 and/or Option 2, which support software asset management and government-wide reallocation or transferability of perpetually licensed software.
#4..
- 92 -

10.13.20.V2 Contract # GS-35F-364BA
(9) Reallocation of Perpetual Software (Option 2 SIN 511210) a. The purpose of SIN 132-33 OPTION 2 is to alloworderingactivities to transfer software assets for a pre-negotiated charge to other ordering activities. b. When an ordering activity becomes aware that a reusable software asset may be available for transfer, it shall contact the Contractor, identify the software license or licenses in question, and request that these licenses be reallocated or otherwisemade available to the new ordering activity.
c. Contractors shall release the original ordering activity from all future obligations under the original license agreement and shall present the new ordering activity with an equivalent license agreement. When the new ordering activity agrees to the license terms, henceforth any subsequent infringement or breach of licensing obligations by the new ordering activity shall be a matter exclusively betweenthe new ordering activity and the Contractor.
d. The original ordering activity shall de-install, and/or make unusable all of the software assetsthat are to be transferred. Itshall have no continuing right to use the software and any usage shall be considered a breach of the Contractor’s intellectual property and a matter of dispute between the original ordering activity/original license grantee and the licensor.
e. As a matter of convenience, once the original licenses are deactivated, di- installed, or made otherwise unusable by the original ordering activity or license grantee, the Contractor may elect to issue new licenses to the new ordering activity to replace the old licenses. When new licenses are not issued, the Contractor shall provide technical advice on how best to achieve the functional transfer of the software assets. f. Software assetsthat are eligible fortransfer that have lapsed Software reinstatement fee, chargeable to the new ordering activity or license grantee. When such a fee is paid, the new ordering activity shall receive all the rights and benefits of Software Maintenance Services.

9. SOFTWARE CONVERSIONS - (SIN511210)
Full monetary credit will be allowed to the ordering activity when conversion from one version of the software to another is made as the result of a change in operating system, or from one computer system to another. Under a perpetual license (132-33), the purchase price of the new software shall be reduced by the amount that was paid to purchase the earlier version. Under a term license (132 -32), conversion credits which accrued while the earlier version was under a term license shall carry forward and remain available as conversion credits which may be applied towards the perpetual license price of the new version.
#4..
- 93 -

10.13.20.V2 Contract # GS-35F-364BA

10. DESCRIPTIONSAND EQUIPMENT COMPATIBILITY
The Contractor shall include, in the schedule pricelist, a complete description of each software product and a list of equipment on which the software can be used. Also, included shall be a brief, introductory explanation of the modules and documentation which are offered.

11. RIGHT-TO-COPY PRICING
The Contractor shall insert the discounted pricing for right-to-copy licenses. #4..
- 94 -

10.13.20.V2 Contract # GS-35F-364BA

LIMITED USE SOFTWARE AS A SERVICE AND DATA LICENSE AGREEMENT Application Service Provider-LCPtracker Program (LCPtracker™) LCPtracker is a powerful tool that will help the GSA Customer’s organization comply with the new state, federal and local regulations to manage the GSA Customer’s certified prevailing wage payroll requirements. LCPtracker utilizes the latest developmentsin web and PDA technology that allow organizationsthe ability to collect labor data, validate it againstthe State, Federal and local labor complianceregulation, and prevailing wage databases, allowing our clients to track variance compliance,report on the findings, and create necessary audit logs.

THIS DOCUMENT STATES THE TERMS AND CONDITIONS UPON WHICH LCPTRACKER, INC. ("LCPTRACKER")

OFFERS TO LICENSE (NOT SELL) ITS SOFTTWARE SERVICES, TO THE GSA CUSTOMER FOR USE ONLY UNDER THE TERMS OF THIS LICENSE. GSA Customer must read this Agreement carefully before accessing or using the Software, and before allowing any of its authorized employees, agents, affiliates, or any other person under its control to do so.

This Limited Use Software and Data License Agreement(“Agreement” herein) is between LCPtracker, Inc., and the GSA Customer) who uses LCPtracker, LCPcertified, Housing lite, and/or Daily Reporter (“the Software” herein).

The GSA Customer under the “Schedule Contract” is the "ordering activity," defined as an "entity authorized to order under GSA Schedule contracts as defined in GSA Order OGP 4800.2I, as may be revised from time-totime." This agreement, when signed, shall bind the GSA Customer but shall not operate to bind an employee or person acting on behalf of the GSA Customer in his or her personal capacity. The terms and conditions of 552.212- 4(w) shall apply and be deemed incorporated into this License agreement.

The GSA Customeris responsible for the selection of the software and its associated data and/or information to achieve its intended results, and for the installation, use and results obtained fromthe software.

In consideration for using the Software, LCPtracker and GSA Customer agree to the following:

1. License and Ownership. LCPtracker agreesto license for business use its Software to the GSA Customer.

It is understood and agreed that the Software is owned by LCPtracker, Inc., and that no interest in the Software is conferred on User by either this Agreement or End User’s use of the Software. It is further understood that the license conferred under this agreementis non-exclusive.

2. Disclaimer of implied warranties. To the extent that there might otherwise be an implied warranty of merchantability, LCPtracker, Inc. disclaims that implied warranty of merchantability. To the extent that there might otherwise be an implied warranty offitnessfor a particularpurpose, LCPtracker,Inc. disclaims that implied warranty of fitness for a particular purpose. Notwithstanding the foregoing, LCPtracker provides a warranty for the replacement or repair of defective items when such defect is brought to its attention within a reasonable time after acceptance, but only to the extent that doing such is required by 48 C.F.R. 12.404(b)(2). LCPTRACKER EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES WHATSOEVER. #4..
- 95 -

10.13.20.V2 Contract # GS-35F-364BA

3. Warranty. LCPtracker warrants that the Software will, for a period of sixty (60) days from the date of your receipt, performsubstantially in accordance with the Software written materials accompanying it.

IN THE EVENT OF A BREACH OF WARRANTY, THE U.S. GOVERNMENT RESERVES ALL

RIGHTS AND REMEDIES UNDER THE CONTRACT, THE FEDERAL ACQUISITION REGULATIONS, AND THE CONTRACTDISPUTES ACT, 41 U.S.C. 7101-7109.

4. Limitation on remedies. LCPtracker shall not be subject to special, consequential, indirect, incidental, or punitive damages, or lost profitsresulting fromdefectsin the product. GSA Customershall not be subject to special, consequential, indirect, incidental, loss profits, or punitive damages that at all relate to GSA Customersreasonable use of the Software.

5. THIS AGREEMENT SHALL NOT IMPAIR THE U.S. GOVERNMENT’S RIGHT TO RECOVER FOR FRAUD OR

CRIMES ARISING OUT OF OR RELATED TO THIS CONTRACT UNDER ANY FEDERAL FRAUD STATUTE, INCLUDING THE FALSE CLAIMS ACT, 31 U.S.C. 3729-3733. FURTHERMORE, THIS CLAUSE SHALL NOT IMPAIR NOR PREJUDICE THE U.S. GOVERNMENT’S RIGHT TO EXPRESS REMEDIES PROVIDED IN THE GSA SCHEDULE CONTRACT (E.G., CLAUSE 552.238-75 – PRICE REDUCTIONS, CLAUSE 52.212-4(H) – PATENT INDEMNIFICATION, AND GSAR 552.215-72 – PRICE ADJUSTMENT – FAILURE TO PROVIDE ACCURATE INFORMATION), OR ANY OTHER MATTER FOR WHICH LIABILITYCANNOT BE EXCLUDEDBY LAW.

6. Assignment. The Contractor or its assignee may assign its rights to receive payment due as a result of performance of this contract to a bank, trust company, or other financing institution, including any Federal lending agency in accordance with the Assignment of Claims Act (31 U.S.C. 3727). However, when a third partymakespayment(e.g., use oftheGovernmentwidecommercialpurchasecard),the Contractor may not assign its rightsto receive payment underthis contract.

7. Disputes. This contract is subject to 41 U.S.C. Chapter 71, Contract Disputes. Failure of the parties to this contract to reach agreement on any request for equitable adjustment, claim, appeal, or action arising under or relating to this contract shall be a dispute to be resolved in accordance with the clause at FAR

52.233-1, Disputes, which is incorporated herein by reference. The Contractor shall proceed diligently with performance of this contract, pending final resolution of any dispute arising under the contract.

8. Trade Secrets. GSA Customer acknowledges that the source code, and anything else that underlies the Software, including without limitation, underlying ideas, underlying algorithms, underlying concepts, underlying procedures, underlying processes, underlying principles, and underlying methods of operations are trade secrets, whichbelong to LCPtracker. To the extentthatGSA Customermay everlearn any of the foregoing, GSA Customer agreesto never communicate such to any individual or entity.

9. Governing law. The Federal laws of United Statesshall govern this Agreement.

10. Venue. The venue for disputes between LCPtracker, Inc. and the Ordering Activity shall be handled in accordance with Federal Law.

Signature Page to Follow
#4..
- 96 -

10.13.20.V2 Contract # GS-35F-364BA
About LCPtracker,Inc.

LCPtracker is an Application Service Provider (ASP) web -hosted software program that minimizes paperwork and intensive labor hours when enforcing a Labor Compliance Program on public works construction projects.

LCPtracker creates an online database of all Certified Payroll Reports (CPRs), generates audit logs with standard letters, electronic documents, attachments, and many other features for correspondence to contractors.

LCPtracker reduces the intensive ma n-hours needed by our clients to manually review hundreds of Certified Payroll Records (CPRs) for any given project. This reduction is achieved by the contractor entering all of their information into an online certified payroll reporting form, or by uploading their payroll data from their existing accounting system(s). LCPtracker will flag any errors, o missions, or discrepancies the contractor may have on this report. The contractor has immediate feedback of any violations found to be corrected prior to submittal to Administrator. LCPtracker, Inc. maintains and upgrades the software to keep the prevailing wage rates up -todate and notifies all designated parties involved of any violation. The administrator has several delivery options to have these notices/violations sent to the contractor LCPtracker software ensures that information sub mitted by contractors matches the information gathered during on-site interviews; job classifications are listed correctly; apprentice stages are approved; and social security numbers match. Overall errors and issues are dramatically reduced because LCPtracker is a proactive system that standardizes all data and notifies all users of potential problems during the course of data entry.

DATABASE
LCPtracker Inc. Consists of a three modules database: a contractor database, an administrator database, and a prevailing wage database. These three databases work together to provide a web-based program to capture, check and report on Certified Payroll Reports, as well as other related data and reporting. The Documents element is an additional function which enhances the posting and collection of documentation required by LCP Program. Each componentis briefly described below;
Contractor Module: The contractor database allows the contractor to enter the Certified Payroll Reports data online. The system will check the contractor data against the prevailing wage database and alert the contractor of any problems. The contractor then certifies and submits their error-free Certified Payroll Reports (CPRs) online. Several reports exist to assist the contractor in managing the submittal of CPR reports. The contractor hasoptions to define their subcontractors inthe system.

Administrator Module: The administrator database allows the administrator to track the status of CPRs submittal, review submitted CPRs, and run reports on the data submitted in the CPRs in a wide variety of ways. The administrators can also track the status of all documents required or created with respect to the prevailingwage reporting. Anon-site visitinterviewreporting capability is provided Prevailing Wage Database: A prevailing wage database contains the wage information appropriate to a particular project. This database is indexed by location, rates, project, labor craft, and labor classification within that craft.

You can self- maintain this database, or you can contract with LCPtracker to maintain the database. LCPtracker currently maintains the prevailing wage information for the entire State of California. #4..
- 97 -

10.13.20.V2 Contract # GS-35F-364BA
Proposed GSA IT Schedule Price List 511210 and 54151
Product Code Required Start-up Fee for LCPtracker Professional & On-Site Modules Only GSA Pricing Offered (w/IFF)
LCP-SBAS Basic $2,785.74
CA contractor or Federal-only project. Web-based Start Up/Configuration, Wage Data Entry.

LCP-SSTA Standard $4,196.47
Web-based or In-person based* Start Up/Configuration, Wage Data Entry (*Plus flat rate travel, Section F).

LCP-SSEL Select $5,606.74
In-person based* Start Up/Configuration, Wage Data Entry (*Plus, flat rate travel, Section F).

LCP-SEIF Expedited Implementation Fee $705.25
Guarantees implementation within one week. Only available with Basic or Standard options.

LCP-SND New Office/Database Start Up (National Primes) $1,763.13 Only available for prime contractors that have a national contract in place with LCPtracker and that have at least 10 separate offices/databases implemented.

LCP-SOS On-site Module Start Up to include mapping of one form. $352.63 (Additional forms may be mapped at $500/form).

Product Code Plan A: Bulk Project Pricing – LCPtracker Professional GSA Pricing Offered (w/IFF)
Fixed Annual Multiple Projects Fee Option - This is a flat rate price package which is a oneyear commitment for LCPtracker service. The prices are based on Open/Active projects in LCPtracker during the contract year.

LCP-A5M Up to $5 Million in construction costs $2,304.18 LCP-A10M Up to $10 Million $4,693.70
LCP-A25M Up to $25 Million $7,052.90
LCP-A50M Up to $50 Million $12,342.57
LCP-A100M Up to $100 Million $16,214.61
LCP-A200M Up to $200 Million $20,806.05
LCP-A300M Up to $300 Million $26,448.36
LCP-A400M Up to $400 Million $31,385.39
LCP-A500M Up to $500 Million $36,675.06
LCP-A750M Up to $750 Million $41,259.45
LCP-A1B Up to $1 Billion $45,841.25
LCP-A2B Up to $2 Billion $52,893.75
LCP-A4B Up to $4 Billion $75,461.75
LCP-A6B Up to $6 Billion $97,324.50
LCP-A8B Up to $8 Billion $118,129.38
LCP-A10B Up to $10 Billion $138,229.00
LCP-EAA500M Add this fee for every additional $500 Million over $10 Billion $5,853.58 #4..
- 98 -

10.13.20.V2 Contract # GS-35F-364BA
Product Code Plan A: Bulk Project Pricing – Daily Reporter Add-On Module GSA Pricing Offered (w/IFF)
Fixed Annual Multiple Projects Fee Option - This is a flat rate price package which is a one-year commitment for LCPtracker service. The prices are based on Open/Active projects in LCPtracker during the contract year.

LCP-DR5M Up to $5 Million in construction costs $1,152.03 LCP-DR10M Up to $10 Million $2,327.46
LCP-DR25M Up to $25 Million $3,526.45
LCP-DR50M Up to $50 Million $6,206.55
LCP-DR100M Up to $100 Million $8,107.30
LCP-DR200M Up to $200 Million $10,579.35
LCP-DR300M Up to $300 Million $13,259.45
LCP-DR400M Up to $400 Million $15,516.37
LCP-DR500M Up to $500 Million $18,337.53
LCP-DR750M Up to $750 Million $20,453.40
LCP-DR1B Up to $1 Billion $22,850.10
LCP-DR2B Up to $2 Billion $26,517.40
LCP-DR4B Up to $4 Billion $37,801.40
LCP-DR6B Up to $6 Billion $48,662.25
LCP-DR8B Up to $8 Billion $59,029.43
LCP-DR10B Up to $10 Billion $69,114.50
LCPEADR500M Add this fee for every additional $500 Million over $10 Billion $2,771.63 Product Code Plan A: Bulk Project Pricing – On-site Add-On Module GSA Pricing Offered (w/IFF)
Fixed Annual Multiple Projects Fee Option - This is a flat rate price package which is a one-year commitment for LCPtracker service. The prices are based on Open/Active projects in LCPtracker during the contract year.

LCP-OSA5M Up to $5 Million in construction costs $1,057.88 LCP-OSA10M Up to $10 Million $1,057.88
LCP-OSA25M Up to $25 Million $1,410.50
LCP-OSA50M Up to $50 Million $1,833.65
LCP-OSA100M Up to $100 Million $2,115.75
LCP-OSA200M Up to $200 Million $2,115.75
LCP-OSA300M Up to $300 Million $2,821.00
LCP-OSA400M Up to $400 Million $2,821.00
LCP-OSA500M Up to $500 Million $3,667.30
LCP-OSA750M Up to $750 Million $3,667.30
LCP-OSA1B Up to $1 Billion $4,372.55
LCP-OSA2B Up to $2 Billion $5,077.80
LCP-OSA4B Up to $4 Billion $7,264.08
LCP-OSA6B Up to $6 Billion $9,450.35
LCP-OSA8B Up to $8 Billion $10,931.38
LCP-OSA10B Up to $10 Billion $13,047.13
LCPEAOSA500M Add this fee for every additional $500 Million over $10 Billion $564.20 #4..
- 99 -

10.13.20.V2 Contract # GS-35F-364BA
Optional Services Available
Product
Code Description UOI GSA Pricing w/IFF
LCP-CDR A. Custom Development(Systemrequests, reports, SOCs, etc.) Per Hour $170.68 B. Interfacesto External Client Systems

LCP-CEI
a. Creation of External Interface* (per data group, i.e., project data, contractor data, payroll data) Per Interface $4,196.24 LCP-MEI b. Maintenance of External Interfaces Per year, Per Interface $1,375.24
*Assumes data is in a ready-to-load, unduplicated, clean, well-defined, and approved electronic format. Any additional work required to clean up data will be billed at hourly rate.

LCP-WDE C. Prevailing or Living Wage Data Input& Maintenance Pricing Per Hour $58.19 D. Auto-Geo Assignment
LCP-AGSF a. Set-up Fee Set Up Fee (one-time) Per Geographic Area $1,763.13

LCP-AGAF
b. Annual License Fee (includes one (1) update to map per year)
Per Geographic
Area $1,763.13

LCP-AGUF
c. AdditionalUpdate Fee - only upon client request/if changes have been made to the geographic areas
Per Geographic
Area $1,763.13
E. New Administrative Training for Existing Clients(see description below)
LCP-TOS a. On Site AdminTraining (plus flatrate travelfee, Section F) Per Session $1,057.93 LCP-TWB2 b. Web-BasedAdmin Training (2 sessions) Both Sessions $581.86 LCP-TWB1 c. Web-Based AdminTraining (1 session) Per Session $440.78

LCP-TEC
d. Contractor Web-Based Training (this is for an exclusive web class for the Administrator’s contractors only; no charge classes are available weekly that are not exclusive)
Per Web
Session
$176.31
LCP-TRRF F. Flat Rate Travel Fee (flight, car, hotel for one night) Flat Rate $640.05 LCP-BDB G. BackupData DVD/FlashDrive (plus salestax) Each $271.54 H. Active Database Fee – charged for databases that remain open with no active projects. May choose Monthly or
Annual Fee.

LCP-ADFM Monthly $70.53
LCP-ADFA Annual $846.30

LCP-CRA
I. Client-Requested Audit of LCPtracker Client may request an audit of the accuracy of the Licensed Software’s
performance
Per Hour $141.05
LCP-CDOC J. Custom Documentation Per Hour $88.16

LCP-PMS
K. Project Management Services (beyond standard implementation) Per Hour $105.79 LCP-RDF L. Re-activate Previously Inactive Database
Per Database
Reactivation $581.83
Product
Code B2Gnow Baseline System
GSA Offered Pricing
(w/ IFF)
B2G-MS B2Gnow Module Setup $4,196.24
B2G-AMU
B2Gnow Annual Module Unit capacity varies by function; multiple module units may be required for large organizations. $4,196.24
#4..
- 100 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 24, 2022
December 27, 2021
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice Chair
Bill Zoslocki, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Approve an Increase of Purchase with Allsteel, Inc. for Modular Systems Furniture for the Sutter Plant Offices CONTACT: William Wong, Director of Utilities, [email protected], 209-571-5801 DESCRIPTION:

Consider approving an increase of purchase with Allsteel Inc., Muscatine, IA, for the procurement of modular systems furniture for the Sutter Plant Offices by $34,691 from $45,157, plus $3,469 in contingency (if needed) for a revised total amount not to exceed $83,317 and forwarding to Council for approval. (Funding Source: Wastewater Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the 2020-2025 City’s Strategic Plan Initiatives, Goal D:

Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts.

BACKGROUND:

The City’s Primary Treatment Plant (Sutter Plant) serves as the main office for the Wastewater Division, which includes Wastewater Operations and Maintenance as well as Environmental Compliance Services. Recent staffing and organizational adjustments, along with aged office furniture that does not meet current ergonomic requirements have led to modifications and modernization of the modular systems furniture within the offices.

DISCUSSION:

On October 24, 2016 the State of California’s Department of General Services Procurement Division entered into Contract No.1-16-71-52 with Allsteel Inc. to provide Modular Systems Furniture to the State of California. Under the terms of the contract local government agencies are extended the same rights and privileges as the State. #5..
- 101 -
Finance Committee, January 24, 2022
Approve an Increase of Purchase with Allsteel, Inc.
for Modular Systems Furniture for the Sutter Plant Offices

Allsteel was initially contracted to supply the modular systems furniture for the Environmental Compliance Services Offices. Considerations for additional modular systems furniture for the SCADA and Administrative Offices were then also recommended.

Environmental Compliance Services:

The existing cubicle configuration in the Environmental Compliance Services Office required adjustments to accommodate additional work stations. Staff coordinated with Purchasing to utilize Allsteel to provide the proposed modular system furniture layouts and configurations.

The reconfigured space allowed the expansion of the groups administrative area including a new office space for the division supervisor. Cubical walls were also raised to allow for increased privacy, noise reduction, and to address health and safety concerns.

SCADA Office:

The Supervisory Control and Data Acquisition (SCADA) Control Room provides Operations staff a 24-hour, 7 day a week location to view, control and monitor all of the City of Modesto’s collection lift stations, water system pressure zones, and treatment plants.

The existing furniture is more than 25 years old and is showing the associated signs of wear and tear. Over the years, Maintenance staff has performed repairs and periodic cleanings in an effort to extend the useful life of the items. After considering the available options, staff is proposing that the existing furniture be replaced, along with increasing the number of workstations, leading to a more ergonomic, productive, and efficient use of the space.

Administration Office:

Over the last two years, staff has been working toward a goal of greater efficiencies through cross-training and more effective leadership of the Wastewater Administration staff. A Utility Dispatch Supervisor and a Senior Administrative Office Assistant position have been hired to lead the Administrative staff. This action will help reduce silos and efficiencies will be gained through shared resources.

To facilitate the Division’s shared resource goals, Wastewater Administrative staff from Building Two at the Sutter Plant have been relocated to the administration/reception area near the entrance of Building One. There is room in that area for two additional workstations to accommodate the relocation of these staff members. The workstations selected will include partitions with built-in windows, which will provide privacy for performing confidential work while still allowing for good customer service to both internal and external customers and will meet the ergonomic needs of staff.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(d) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served. #5..
- 102 -
Finance Committee, January 24, 2022
Approve an Increase of Purchase with Allsteel, Inc.
for Modular Systems Furniture for the Sutter Plant Offices

FISCAL IMPACT:

Funds to cover the expenses associated with the modernization of the workstations at the Sutter Plant are available in the FY 2021/22 Operating Budget:

Approved by:

William Wong, Director of Utilities
Joseph P. Lopez, City Manager
Attachments:

1. Vendor Quotes
#5..
- 103 -
PROPOSAL 114246
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED

PLEASE REVIEW THIS QUOTE CAREFULLY BEFORE SIGNING
MAKE PURCHASE ORDER OUT TO:

ALLSTEEL, INC.

C/O CAMPBELL KELLER
2210 SECOND AVENUE
MUSCATINE, IA 52761-5257
MSF CONTRACT # 1-16-71-52
MAIL PURCHASE ORDER TO:

CAMPBELL KELLER
ATTN:
3041 65TH ST, STE
3 SACRAMENTO, CA 95820
OR FAX TO 916-737-3305
PLEASE REMIT PAYMENT TO:

ALLSTEEL
4 2 TK06524W
R
STRUCTURAL RACEWAY PNL FR-NO 83.76 167.52
TOP TRIM 65HX24W
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 2465M
List Price: 349.00
Discount Off List: 76.00 %
5 2 TKG46524
T
TER TACKABLE ACOUSTIC TILE 65H 54.00 108.00
X 24W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 2465M
List Price: 225.00
CONTINUED...

PAGE 1
#5..
- 104 -
PROPOSAL 114246
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
Discount Off List: 76.00 %
6 2 TKG46524
T
TER TACKABLE ACOUSTIC TILE 65H 54.00 108.00
X 24W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 2465M
List Price: 225.00
Discount Off List: 76.00 %
7 2 TK324PT RADIUS TOP TRIM 24W 10.32 20.64
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 2465M
List Price: 43.00
Discount Off List: 76.00 %
8 2 TK06530W
R
STRUCTURAL RACEWAY PNL FR-NO 86.40 172.80
TOP TRIM 65HX30W
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 3065MG
List Price: 360.00
Discount Off List: 76.00 %
9 4 TKSK30 TER 30W SEGMENT KIT 5.76 23.04
Tag(s): 3065MG
List Price: 24.00
Discount Off List: 76.00 %
10 2 TK42230G
K
TER GLAZED TILE KIT 22.5H X 168.48 336.96
30W
$(P1) P1 Paint Opts
CONTINUED...

PAGE 2
#5..
- 105 -
PROPOSAL 114246
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
.P28 Fossil
.C Clear Glass
Tag(s): 3065MG
List Price: 702.00
Discount Off List: 76.00 %
11 2 TKG44230
T
TER TACKABLE ACOUSTIC TILE 42H 42.48 84.96
X 30W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 3065MG
List Price: 177.00
Discount Off List: 76.00 %
12 2 TKG44230
T
TER TACKABLE ACOUSTIC TILE 42H 42.48 84.96
X 30W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 3065MG
List Price: 177.00
Discount Off List: 76.00 %
13 2 TK330PT RADIUS TOP TRIM 30W 12.24 24.48
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 3065MG
List Price: 51.00
Discount Off List: 76.00 %
14 6 TK06536W
R
STRUCTURAL RACEWAY PNL FR-NO 89.76 538.56
TOP TRIM 65HX36W
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 3665M
CONTINUED...

PAGE 3
#5..
- 106 -
PROPOSAL 114246
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
List Price: 374.00
Discount Off List: 76.00 %
15 6 TKG46536
T
TER TACKABLE ACOUSTIC TILE 65H 69.60 417.60
X 36W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 3665M
List Price: 290.00
Discount Off List: 76.00 %
16 6 TKG46536
T
TER TACKABLE ACOUSTIC TILE 65H 69.60 417.60
X 36W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 3665M
List Price: 290.00
Discount Off List: 76.00 %
17 6 TK336PT RADIUS TOP TRIM 36W 14.64 87.84
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 3665M
List Price: 61.00
Discount Off List: 76.00 %
18 2 TK06536W
R
STRUCTURAL RACEWAY PNL FR-NO 89.76 179.52
TOP TRIM 65HX36W
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 3665MG
List Price: 374.00
Discount Off List: 76.00 %
PAGE 4
#5..
- 107 -
PROPOSAL 114246
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
19 4 TKSK36 TER 36W SEGMENT KIT 6.00 24.00
Tag(s): 3665MG
List Price: 25.00
Discount Off List: 76.00 %
20 2 TK42236G
K
TER GLAZED TILE KIT 22.5H X 177.60 355.20
36W
$(P1) P1 Paint Opts
.P28 Fossil
.C Clear Glass
Tag(s): 3665MG
List Price: 740.00
Discount Off List: 76.00 %
21 2 TKG44236
T
TER TACKABLE ACOUSTIC TILE 42H 46.80 93.60
X 36W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 3665MG
List Price: 195.00
Discount Off List: 76.00 %
22 2 TKG44236
T
TER TACKABLE ACOUSTIC TILE 42H 46.80 93.60
X 36W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 3665MG
List Price: 195.00
Discount Off List: 76.00 %
23 2 TK336PT RADIUS TOP TRIM 36W 14.64 29.28
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 3665MG
CONTINUED...

PAGE 5
#5..
- 108 -
PROPOSAL 114246
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
List Price: 61.00
Discount Off List: 76.00 %
24 2 A6REC3S3
LCF
A6 3 STAGE 3 LEG RECTANGLE C 730.32 1,460.64
FOOT
$(P1) P1 Paint Opts
.P8L Nickel
.X Standard Glide
.PDL Paddle
List Price: 3043.00
Discount Off List: 76.00 %
25 2 ALED31U6
0 31" DAISY CHAIN STARTER W/ 298.80 597.60

POWER SUPPLY
List Price: 1245.00
Discount Off List: 76.00 %
26 2 ALED31UJ
MP30
31" DAISY CHAIN LIGHT 170.16 340.32
List Price: 709.00
Discount Off List: 76.00 %
27 3 ELF842NB ESS LAT 42W 28H 2-12" DRWS BEV 359.52 1,078.56 PULL
$(P1) P1 Paint Opts
.P28 Fossil
.OMT omt Core to Ord key Alike
List Price: 1498.00
Discount Off List: 76.00 %
28 6 L919492 DOUBLE RAIL HANGING FILE 12.48 74.88
RACKS(PACK OF 2)
List Price: 52.00
CONTINUED...

PAGE 6
#5..
- 109 -
PROPOSAL 114246
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
Discount Off List: 76.00 %
29 4 OH1536FD 15H X36W FLIPPER DOOR 197.28 789.12

OVERHEAD-NO PULL
.YZ Sys:Stride-DNA-Optimize
$(P1) P1 Paint Opts
.P28 Fossil
.OMT omt Core to Ord key Alike
List Price: 822.00
Discount Off List: 76.00 %
30 4 PM187-23
3B
ESSENTIALS MOBILE PED 242.40 969.60
28HX22-7/8DX15W BEVEL PULL
$(P1) P1 Paint Opts
.P28 Fossil
.OMT omt Core to Ord key Alike
List Price: 1010.00
Discount Off List: 76.00 %
31 2 T52472S PRIMARY 24DX72W FLAT EG LAM 160.56 321.12

W/GROMMETS
$(L1FSCPT) L1 FSC Pattern Lam Opts
.FSCLT2A CLR: White Tigris -FSC Certifd
.EH Edg: Fossil
.P Plastic Grommet
List Price: 669.00
Discount Off List: 76.00 %
32 2 T6BK WORKSURFACE BRACKET KIT 14.16 28.32
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 59.00
Discount Off List: 76.00 %
PAGE 7
#5..
- 110 -
PROPOSAL 114246
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
33 1 T6CB24L CANTILEVER BRACKET 24D LH 16.56 16.56

TERRACE
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 69.00
Discount Off List: 76.00 %
34 1 T6CB24R CANTILEVER BRACKET 24D RH 16.56 16.56

TERRACE
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 69.00
Discount Off List: 76.00 %
35 4 TK365E E END TRIM RADIUS CONNKIT 65H 28.08 112.32

BASE PNL
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 117.00
Discount Off List: 76.00 %
36 4 TK365L L 90-DEGREE RADIUS CONNKIT 65H 46.32 185.28

BASE PNL
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 193.00
Discount Off List: 76.00 %
37 2 TKSL2429
P
TER DNA SUPPORT LEG 53.04 106.08
24DX29-1/2H
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 221.00
Discount Off List: 76.00 %
PAGE 8
#5..
- 111 -
PROPOSAL 114246
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
38 3 ALKF23C CORE REMOVE LOCK KIT 5.52 16.56
.X103E Key Number 103E
List Price: 23.00
Discount Off List: 76.00 %
39 4 ALKF23C CORE REMOVE LOCK KIT 5.52 22.08
.X102E Key Number 102E
List Price: 23.00
Discount Off List: 76.00 %
40 4 ALKF23C CORE REMOVE LOCK KIT 5.52 22.08
.X101E Key Number 101E
List Price: 23.00
Discount Off List: 76.00 %
41 1 APTK TOUCH UP PAINT BRUSH QTY 1 18.24 18.24
$(P1) P1 Paint Opts
.P28 CLR: Fossil
List Price: 76.00
Discount Off List: 76.00 %
42 1 SPLA-ALT
-3672MIX
LEG
CUST ALT LAM W/S W/GROM 66"W X 200.40 200.40
36"D - 24"L X 24"R EXTENDED
LEFT
.M490293 XMN-75555
$(L1FSCPT) L1 FSC Pattern Lam Opts
.FSCLT2A White TigrisFSCDeEmp6/30/21
.EH Edg: Fossil
.GB Grommet LH-RH
P Plastic Grommet
EH CLR: Fossil
List Price: 835.00
Discount Off List: 76.00 %
43 1 SPLA-ALT
-3672MIX
LEG
CUST ALT LAM W/S W/GROM 66"W X 200.40 200.40
36"D - 24"L X 24"R EXTENDED
RIGHT
CONTINUED...

PAGE 9
#5..
- 112 -
PROPOSAL 114246
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
.M490348 XMN-75565
$(L1FSCPT) L1 FSC Pattern Lam Opts
.FSCLT2A White TigrisFSCDeEmp6/30/21
.EH Edg: Fossil
.GB Grommet LH-RH
P Plastic Grommet
EH CLR: Fossil
List Price: 835.00
Discount Off List: 76.00 %
44 1 DESIGN DESIGN SERVICES 800.00 800.00
10 HRS X $80 PER HR:
$800.00
45 1 ASSEMBLY ASSEMBLY AND RELATED 3,200.00 3,200.00
SERVICES FOR:

TECH ROOM

PREVAILING WAGE, REGULAR HOURS

AREA MUST BE FREE AND CLEAR

PRIOR TO SCHEDULED

INSTALLATION DATE
PAGE 10
#5..
- 113 -
PROPOSAL 114246
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
***This proposal is valid for 30 days unless otherwise noted.*** ***By signing this proposal, you are acknowledging that you have reviewed the quantities, color and finish selections and are familiar with the products being ordered. All items are custom made to order and can not be returned.*** ***Delivery, Assembly and related services quoted for normal business hours with clear first floor access or access to a freight elevator (No stair carry) unless otherwise noted and quoted.***
**If wall track is included on proposal, client assumes responsibility for costs due to electrical and/or plumbing within walls.*** ***The total below is for cash/check/EFT purchases. When a credit card is used, a 3% service fee is applied to the total balance noted below. Please acknowledge by initialling if your organization will be paying by credit card _______*** PRODUCT TOTAL..: 9,944.88
ASSEMBLY.......: 3,200.00
DESIGN.........: 800.00
ACCEPTED BY____________________________ SALES TAX......: 1,098.16 ===========
DATE ACCEPTED____________ TOTAL..........: 15,043.04
PAGE 11 OF 11
#5..
- 114 -
PROPOSAL 114000
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED

PLEASE REVIEW THIS QUOTE CAREFULLY BEFORE SIGNING
MAKE PURCHASE ORDER OUT TO:

ALLSTEEL, INC.

C/O CAMPBELL KELLER
2210 SECOND AVENUE
MUSCATINE, IA 52761-5257
MSF CONTRACT # 1-16-71-52
MAIL PURCHASE ORDER TO:

CAMPBELL KELLER
ATTN:
3041 65TH ST, STE
3 SACRAMENTO, CA 95820
OR FAX TO 916-737-3305
PLEASE REMIT PAYMENT TO:

ALLSTEEL
4 2 TK04224W
R
STRUCTURAL RACEWAY PNL FR-NO 72.00 144.00
TOP TRIM 42 1/2HX24W
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 2442M
List Price: 300.00
Discount Off List: 76.00 %
5 2 TKG44224
T
TER TACKABLE ACOUSTIC TILE 42H 37.20 74.40
X 24W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 2442M
List Price: 155.00
CONTINUED...

PAGE 1
#5..
- 115 -
PROPOSAL 114000
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
Discount Off List: 76.00 %
6 2 TKG44224
T
TER TACKABLE ACOUSTIC TILE 42H 37.20 74.40
X 24W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 2442M
List Price: 155.00
Discount Off List: 76.00 %
7 2 TK324PT RADIUS TOP TRIM 24W 10.32 20.64
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 2442M
List Price: 43.00
Discount Off List: 76.00 %
8 1 TK06524W
R
STRUCTURAL RACEWAY PNL FR-NO 83.76 83.76
TOP TRIM 65HX24W
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 2465M
List Price: 349.00
Discount Off List: 76.00 %
9 1 TKG46524
T
TER TACKABLE ACOUSTIC TILE 65H 54.00 54.00
X 24W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 2465M
List Price: 225.00
Discount Off List: 76.00 %
PAGE 2
#5..
- 116 -
PROPOSAL 114000
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
10 1 TKG46524
T
TER TACKABLE ACOUSTIC TILE 65H 54.00 54.00
X 24W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 2465M
List Price: 225.00
Discount Off List: 76.00 %
11 1 TK324PT RADIUS TOP TRIM 24W 10.32 10.32
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 2465M
List Price: 43.00
Discount Off List: 76.00 %
12 10 TK04230W
R
STRUCTURAL RACEWAY PNL FR-NO 76.32 763.20
TOP TRIM 42 1/2HX30W
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 3042M
List Price: 318.00
Discount Off List: 76.00 %
13 10 TKG44230
T
TER TACKABLE ACOUSTIC TILE 42H 42.48 424.80
X 30W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 3042M
List Price: 177.00
Discount Off List: 76.00 %
14 10 TKG44230
T
TER TACKABLE ACOUSTIC TILE 42H 42.48 424.80
X 30W
$(A) GRD A FAB
.LC FAB: Lucy
CONTINUED...

PAGE 3
#5..
- 117 -
PROPOSAL 114000
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
928 Snowdrop
Tag(s): 3042M
List Price: 177.00
Discount Off List: 76.00 %
15 10 TK330PT RADIUS TOP TRIM 30W 12.24 122.40
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 3042M
List Price: 51.00
Discount Off List: 76.00 %
16 2 TK04236W
R
STRUCTURAL RACEWAY PNL FR-NO 79.44 158.88
TOP TRIM 42 1/2HX36W
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 3642M
List Price: 331.00
Discount Off List: 76.00 %
17 2 TKG44236
T
TER TACKABLE ACOUSTIC TILE 42H 46.80 93.60
X 36W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 3642M
List Price: 195.00
Discount Off List: 76.00 %
18 2 TKG44236
T
TER TACKABLE ACOUSTIC TILE 42H 46.80 93.60
X 36W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 3642M
List Price: 195.00
CONTINUED...

PAGE 4
#5..
- 118 -
PROPOSAL 114000
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
Discount Off List: 76.00 %
19 2 TK336PT RADIUS TOP TRIM 36W 14.64 29.28
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 3642M
List Price: 61.00
Discount Off List: 76.00 %
20 2 TK06536W
R
STRUCTURAL RACEWAY PNL FR-NO 89.76 179.52
TOP TRIM 65HX36W
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 3665M
List Price: 374.00
Discount Off List: 76.00 %
21 2 TKG46536
T
TER TACKABLE ACOUSTIC TILE 65H 69.60 139.20
X 36W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 3665M
List Price: 290.00
Discount Off List: 76.00 %
22 2 TKG46536
T
TER TACKABLE ACOUSTIC TILE 65H 69.60 139.20
X 36W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 3665M
List Price: 290.00
Discount Off List: 76.00 %
PAGE 5
#5..
- 119 -
PROPOSAL 114000
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
23 2 TK336PT RADIUS TOP TRIM 36W 14.64 29.28
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 3665M
List Price: 61.00
Discount Off List: 76.00 %
24 2 TK04242W
R
STRUCTURAL RACEWAY PNL FR-NO 82.56 165.12
TOP TRIM 42 1/2HX42W
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 4242M
List Price: 344.00
Discount Off List: 76.00 %
25 2 TKG44242
T
TER TACKABLE ACOUSTIC TILE 42H 52.08 104.16
X 42W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 4242M
List Price: 217.00
Discount Off List: 76.00 %
26 2 TKG44242
T
TER TACKABLE ACOUSTIC TILE 42H 52.08 104.16
X 42W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 4242M
List Price: 217.00
Discount Off List: 76.00 %
27 2 TK342PT RADIUS TOP TRIM 42W 17.52 35.04
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 4242M
CONTINUED...

PAGE 6
#5..
- 120 -
PROPOSAL 114000
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
List Price: 73.00
Discount Off List: 76.00 %
28 2 TK06542W
R
STRUCTURAL RACEWAY PNL FR-NO 92.40 184.80
TOP TRIM 65HX42W
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 4265M
List Price: 385.00
Discount Off List: 76.00 %
29 2 TKG46542
T
TER TACKABLE ACOUSTIC TILE 65H 77.04 154.08
X 42W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 4265M
List Price: 321.00
Discount Off List: 76.00 %
30 2 TKG46542
T
TER TACKABLE ACOUSTIC TILE 65H 77.04 154.08
X 42W
$(A) GRD A FAB
.LC FAB: Lucy
928 Snowdrop
Tag(s): 4265M
List Price: 321.00
Discount Off List: 76.00 %
31 2 TK342PT RADIUS TOP TRIM 42W 17.52 35.04
$(P1) P1 Paint Opts
.P28 Fossil
Tag(s): 4265M
List Price: 73.00
Discount Off List: 76.00 %
PAGE 7
#5..
- 121 -
PROPOSAL 114000
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
32 2 ALED31U 31" UNDERCABINET LED LIGHT W/ 283.44 566.88

POWER SUPPLY
List Price: 1181.00
Discount Off List: 76.00 %
33 2 ALKF23C CORE REMOVE LOCK KIT 5.52 11.04
.X102E Key Number 102E
List Price: 23.00
Discount Off List: 76.00 %
34 2 ALKF23C CORE REMOVE LOCK KIT 5.52 11.04
.X101E Key Number 101E
List Price: 23.00
Discount Off List: 76.00 %
35 1 ALKF23C CORE REMOVE LOCK KIT 5.52 5.52
.X104E Key Number 104E
List Price: 23.00
Discount Off List: 76.00 %
36 1 ALKF23C CORE REMOVE LOCK KIT 5.52 5.52
.X103E Key Number 103E
List Price: 23.00
Discount Off List: 76.00 %
37 1 ALKF23C CORE REMOVE LOCK KIT 5.52 5.52
.X105E Key Number 105E
List Price: 23.00
Discount Off List: 76.00 %
38 1 ALKF23C CORE REMOVE LOCK KIT 5.52 5.52
.X106E Key Number 106E
List Price: 23.00
Discount Off List: 76.00 %
PAGE 8
#5..
- 122 -
PROPOSAL 114000
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
39 1 APTK TOUCH UP PAINT BRUSH QTY 1 18.24 18.24
$(P1) P1 Paint Opts
.P28 CLR: Fossil
List Price: 76.00
Discount Off List: 76.00 %
40 2 OH1542FD 15H X42W FLIPPER DOOR 206.40 412.80

OVERHEAD-NO PULL
.YZ Sys:Stride-DNA-Optimize
$(P1) P1 Paint Opts
.P28 Fossil
.OMT omt Core to Ord key Alike
List Price: 860.00
Discount Off List: 76.00 %
41 6 PM187-23
3B
ESSENTIALS MOBILE PED 242.40 1,454.40
28HX22-7/8DX15W BEVEL PULL
$(P1) P1 Paint Opts
.P28 Fossil
.OMT omt Core to Ord key Alike
List Price: 1010.00
Discount Off List: 76.00 %
42 2 T52430S PRIMARY 24DX30W FLAT EG LAM 84.48 168.96

W/GROMMET
$(L1FSCPT) L1 FSC Pattern Lam Opts
.FSCLT2A CLR: White Tigris -FSC Certifd
.EH Edg: Fossil
.P Plastic Grommet
List Price: 352.00
Discount Off List: 76.00 %
43 2 T52442S PRIMARY 24DX42W FLAT EG LAM 106.56 213.12

W/GROMMETS
$(L1FSCPT) L1 FSC Pattern Lam Opts
.FSCLT2A CLR: White Tigris -FSC Certifd
.EH Edg: Fossil
CONTINUED...

PAGE 9
#5..
- 123 -
PROPOSAL 114000
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
.P Plastic Grommet
List Price: 444.00
Discount Off List: 76.00 %
44 1 T53042S PRIMARY 30DX42W FLAT EG LAM 117.84 117.84

W/GROMMETS
$(L1FSCPT) L1 FSC Pattern Lam Opts
.FSCLT2A CLR: White Tigris -FSC Certifd
.EH Edg: Fossil
.P Plastic Grommet
List Price: 491.00
Discount Off List: 76.00 %
45 2 T53060S PRIMARY 30DX60W FLAT EG LAM 155.04 310.08

W/GROMMETS
$(L1FSCPT) L1 FSC Pattern Lam Opts
.FSCLT2A CLR: White Tigris -FSC Certifd
.EH Edg: Fossil
.P Plastic Grommet
List Price: 646.00
Discount Off List: 76.00 %
46 1 T53072S PRIMARY 30DX72W FLAT EG LAM 181.68 181.68

W/GROMMETS
$(L1FSCPT) L1 FSC Pattern Lam Opts
.FSCLT2A CLR: White Tigris -FSC Certifd
.EH Edg: Fossil
.P Plastic Grommet
List Price: 757.00
Discount Off List: 76.00 %
47 2 T53624CR CORNER 24DX36W W/RADIAL 160.32 320.64

LEADING EG FLAT W/GRO
$(L1FSCPT) L1 FSC Pattern Lam Opts
.FSCLT2A CLR: White Tigris -FSC Certifd
.EH Edg: Fossil
CONTINUED...

PAGE 10
#5..
- 124 -
PROPOSAL 114000
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
.P Plastic Grommet
List Price: 668.00
Discount Off List: 76.00 %
48 7 T6BK WORKSURFACE BRACKET KIT 14.16 99.12
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 59.00
Discount Off List: 76.00 %
49 9 T6CB24L CANTILEVER BRACKET 24D LH 16.56 149.04

TERRACE
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 69.00
Discount Off List: 76.00 %
50 6 T6CB24R CANTILEVER BRACKET 24D RH 16.56 99.36

TERRACE
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 69.00
Discount Off List: 76.00 %
51 1 TKEP3029
PR
DNA PNL MNT RH 30DX29-1/2H END 65.76 65.76

PNL SUPT
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 274.00
Discount Off List: 76.00 %
52 2 TK322H HIGH/LOW RADIUS CONNECTOR KIT 21.12 42.24
22H
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 88.00
CONTINUED...

PAGE 11
#5..
- 125 -
PROPOSAL 114000
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
Discount Off List: 76.00 %
53 4 TK342E E END TRIM RADIUS CONNKIT 42H 22.80 91.20

BASE PNL
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 95.00
Discount Off List: 76.00 %
54 7 TK342L L 90-DEGREE RADIUS CONNKIT 42H 42.72 299.04

BASE PNL
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 178.00
Discount Off List: 76.00 %
55 1 TK365E E END TRIM RADIUS CONNKIT 65H 28.08 28.08

BASE PNL
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 117.00
Discount Off List: 76.00 %
56 1 TK365T T 3-WAY RADIUS CONNKIT 65H 46.32 46.32

BASE PNL
$(P1) P1 Paint Opts
.P28 Fossil
List Price: 193.00
Discount Off List: 76.00 %
57 1 DESIGN DESIGN SERVICES 15HRSX$65PER 975.00 975.00
HR:
$975.00
PAGE 12
#5..
- 126 -
PROPOSAL 114000
DATE 10/01/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
58 1 ASSEMBLY ASSEMBLY AND RELATED 4,267.00 4,267.00
SERVICES FOR:

PREVAILING WAGE, REGULAR HOURS

AREA MUST BE FREE AND CLEAR

PRIOR TO SCHEDULED

INSTALLATION DATE
***This proposal is valid for 30 days unless otherwise noted.*** ***By signing this proposal, you are acknowledging that you have reviewed the quantities, color and finish selections and are familiar with the products being ordered. All items are custom made to order and can not be returned.*** ***Delivery, Assembly and related services quoted for normal business hours with clear first floor access or access to a freight elevator (No stair carry) unless otherwise noted and quoted.***
**If wall track is included on proposal, client assumes responsibility for costs due to electrical and/or plumbing within walls.*** ***The total below is for cash/check/EFT purchases. When a credit card is used, a 3% service fee is applied to the total balance noted below. Please acknowledge by initialling if your organization will be paying by credit card _______*** PRODUCT TOTAL..: 8,778.72
ASSEMBLY.......: 4,267.00
DESIGN.........: 975.00
ACCEPTED BY____________________________ SALES TAX......: 1,104.13 ===========
DATE ACCEPTED____________ TOTAL..........: 15,124.85
PAGE 13 OF 13
#5..
- 127 -
PROPOSAL 114000A
DATE 10/04/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED

PLEASE REVIEW THIS QUOTE CAREFULLY BEFORE SIGNING
MAKE PURCHASE ORDER OUT TO:

ALLSTEEL, INC.

C/O CAMPBELL KELLER
2210 SECOND AVENUE
MUSCATINE, IA 52761-5257
MSF CONTRACT # 1-16-71-52
MAIL PURCHASE ORDER TO:

CAMPBELL KELLER
ATTN:
3041 65TH ST, STE
3 SACRAMENTO, CA 95820
OR FAX TO 916-737-3305
PLEASE REMIT PAYMENT TO:

ALLSTEEL

MSF STATE ANCILLARY CONTRACT
#A456
4 6 DWW-MHWN
O
EVO TASK MESH HIGH BACK CHAIR 698.78 4,192.68
4D ADJ ARMS NO FC
.BLK Black
.D Dusk
.L Yes
.2 Standard
.BLK Black
.H Black Hard Tread
$(3) Grd 3 Uph
.SX Moxie
23 Basalt
.TC00 Coordinating
CONTINUED...

PAGE 1
#5..
- 128 -
PROPOSAL 114000A
DATE 10/04/21
PROJECT #640-3

ADENA PETERSON
PROPOSAL FOR: INSTALL AT:

CITY OF MODESTO CITY OF MODESTO
APVENDORS@MODESTOGOV COM 1221 SUTTER ST
PO BOX 642 WATER QUALITY AGENCY
MODESTO CA 95353-0642 MODEST0 CA 95351
# QTY PRODUCT DESCRIPTION SELL EXTENDED
List Price: 1331.00
Discount Off List: 47.50 %
***This proposal is valid for 30 days unless otherwise noted.*** ***By signing this proposal, you are acknowledging that you have reviewed the quantities, color and finish selections and are familiar with the products being ordered. All items are custom made to order and can not be returned.*** ***Delivery, Assembly and related services quoted for normal business hours with clear first floor access or access to a freight elevator (No stair carry) unless otherwise noted and quoted.***
**If wall track is included on proposal, client assumes responsibility for costs due to electrical and/or plumbing within walls.*** ***The total below is for cash/check/EFT purchases. When a credit card is used, a 3% service fee is applied to the total balance noted below. Please acknowledge by initialling if your organization will be paying by credit card _______*** PRODUCT TOTAL..: 4,192.68
ACCEPTED BY____________________________ SALES TAX......: 330.17 ===========
DATE ACCEPTED____________ TOTAL..........: 4,522.85
PAGE 2 OF 2
#5..
- 129 -
#5..
- 130 -

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

January 24, 2022
Date: January 11, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Bill Zoslocki, Member
FROM: Laurie A. Smith, Director of Parks, Recreation & Neighborhoods SUBJECT: Update on Stanislaus Community Foundation Accounts CONTACT: Laurie Smith, Director of Parks, Recreation & Neighborhoods, [email protected], 209-577-5347
DESCRIPTION:

Consider accepting an update on the Parks, Recreation and Neighborhood Department accounts at the Stanislaus Community Foundation and approve the recommendations for account adjustments and forwarding to Council for approval. (Funding Source: Stanislaus Community Foundation)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan focus on Governance and Service Delivery under Goal H: Achieve Financial Sustainability.

BACKGROUND:

In 2002, the Parks, Recreation & Neighborhoods Department (PRND) created a fund development specialist position to secure funding for park development and maintenance, recreation programs, and facilities maintenance. Additional responsibilities included identifying resources for the growing demand for services. A fund development strategy was created and on February 25, 2003, by Resolution 2003-95, Council adopted the Fund Development Strategies and Actions as recommended by PRND and directed staff to develop specific funding plans for corporate sponsorships, municipal marketing, naming rights, exclusive vendor/official supplier agreements and Friends of Parks foundation.

As part of the fund development strategies, staff negotiated an agreement with the Stanislaus Community Foundation to qualify PRND for grants for which government agencies are typically ineligible. The Stanislaus Community Foundation (Foundation) is a 501(c)(3) nonprofit organization governed by a board of private citizens chosen to represent the public interest. The Agreement established the Foundation as the City’s Fiscal Agent for accepting donations for open space development and program activities as well as managing the investment of these funds. On December 14, 2004, by Resolution 2004-635, Council approved this agreement. #6..
- 131 -
Finance Committee, January 24, 2022
Update on Accounts at Stanislaus Community Foundation

Prior to 2014, all revenue related to “Miscellaneous and Recreation” activity was housed in one specific account. After 2014, this account was split into two accounts, one for Recreation and one for Miscellaneous. Various fund development projects went into these accounts such as Spirit of Giving, Breakfast with Santa, Leisure Bucks and Night at the Bowl. In 2016, staff reviewed the deposits and withdrawals in these historical accounts in an attempt to identify how much revenue should be earmarked for each activity. Staff in coordination with the Foundation reviewed deposits and withdrawals made to these accounts back to 2009.

Beginning Fiscal Year 2015-2016, a multi-year project was established to track all the revenue and expense activity for the Foundation accounts. The Finance Department assumed responsibility for the reimbursements of activities tied to the Foundation accounts and began reconciling the project on a quarterly basis to ensure the City was reimbursed on each activity in a timely manner.

DISCUSSION:

There are currently fourteen accounts held at the Stanislaus Community Foundation for PRND.

The City receives statements on all accounts on a monthly basis and are linked to a multi-year project where each account is assigned to a specific activity. During the year, PRND staff charge eligible expenses to a specific activity within the multi-year project. At each quarter, the Finance department reviews these expenses and, if necessary, completes a draw from the City’s Foundation accounts to ensure that all activity is reimbursed throughout the fiscal year.

The current account balances as of November 30, 2021, for each of the fourteen accounts at Stanislaus Community Foundation are listed below:

Account Name Account Balance as
of 11.30.21
Arch Preservation $34,761
Arts in Public Places $7,315
Centre Plaza $16,023
Dog Park $36,182
Grogan Park $109,374
Historical Cruise $10,052
Mayors Top Teens $32,413
Meadow Glen $6,314
Miscellaneous – Various
Activities
$157,012
Modesto Lions Park $68,257
Parade of Lights $350
Parks Preservation $63,683
Recreation – Various
Activities
$96,451
TRRP $17,271
Virginia Corridor $151,068
Total $806,526
Foundation CIP Project –
100983 Parade of Lights
$350
#6..
- 132 -
Finance Committee, January 24, 2022
Update on Accounts at Stanislaus Community Foundation

While most of the Foundation accounts are for specific purposes, the Miscellaneous and Recreation accounts have balances tied to various activities. Staff has been working to determine how much of each account balance should be tied to these activities.

The Miscellaneous account with the Foundation currently has a balance of $157,012 and is tied to the following activities:
- Adopt-a-Tree: Funding for the “Adopt-a-Tree” project where volunteers helped plant trees in downtown Modesto.
- Leisure Bucks: Funding for financial assistance for use on City recreation programs. - Night at the Bowl: Funding to hold the “Night at the Bowl” event which is a fundraising event for the preservation and restoration of the Mancini Bowl and MoBand. - Spirit of Giving: Funding to hold the “Spirit of Giving” 5K run which is the primary fundraiser for the Leisure Bucks program.
- Volunteer Projects: Funds for Volunteer projects held in the City by the PRN department.
- General Miscellaneous: Funds for various PRN projects and events.

The Recreation account with the Foundation currently has a balance of $96,451 and is tied to the following activities:
- Breakfast with Santa: a holiday fundraiser, partnered with the North Modesto Kiwanis to assist with funding the Leisure Bucks program.
- Junior Giants: Funding for the Junior Giants program and its activities. - Movie Night: Funding to hold the summer movie series held at Mancini Bowl. - General Recreation: Funds for various Recreation projects targeted for adaptive programming, senior programming, and programming designated for at-risk youth.

The other twelve accounts with the Foundation are: Arch Preservation, Arts in Public Places, Centre Plaza, Dog Park, Grogan Park, Historical Cruise, Mayors Top Teens, Meadow Glen, Modesto Lions Park, Parks Preservation, TRRP, and Virginia Corridor.

Staff worked to identify the proper activity for the various donations in the Miscellaneous and Recreation accounts; however, there are some donations with little to no information and could not be identified. As such, staff determined it best to keep those funds assigned to their respective General accounts. In conclusion, staff is recommending the allocations noted in the Fiscal Impact section.

FISCAL IMPACT:

While there is no direct fiscal impact to the item, staff is recommending that the Miscellaneous and Recreation current account balances be split to the following activities.

Miscellaneous Account
Activity Account Balance to Earmark
Adopt-a-Tree $227
General Miscellaneous $19,037
Leisure Bucks $63,725
Night at the Bowl $36,345
#6..
- 133 -
Finance Committee, January 24, 2022
Update on Accounts at Stanislaus Community Foundation

Spirit of Giving $37,678
Volunteer Projects $0
Total $157,012
Recreation Account
Activity Account Balance to Earmark
Breakfast with Santa $5,543
General Recreation $78,337
Junior Giants $11,051
Movie Night $1,520
Total $96,451
By assigning these funds to specific activities in their respective Foundation account, staff can use these funds starting with a beginning fund balance. This will allow staff to plan for future fund development activities based on available funds for each activity. Staff will determine procedures for future deposits to the Foundation accounts to specify and/or assign activities to each deposit.

Approved by:

Laurie A. Smith, Director of Parks, Recreation &
Neighborhoods
_________________________________________
Joseph P. Lopez, City Manager
#6..
- 134 -