Agenda packet — Finance Committee, October 24, 2022

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www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE / COUNCIL WORKSHOP
Held Via Teleconference
(To Access Meeting Please See Instructions Below)
Monday, October 24, 2022 at 3:00 PM
*Roll Call: David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Jenny Kenoyer, Member
Alternates: 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. “Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

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.
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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 1:00 p.m. on the day of the meeting.

VIRTUAL PARTICIPATION BY ZOOM VIDEO

CONFERENCING AND TELEPHONE
Joining the Committee meeting via Zoom
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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.
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 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.
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 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.  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:
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Council has not delegated directive or final approval authority to the Committees. Committee actions are recommendations to the full City Council, not final decisions on an issue.

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. - 3 -
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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 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.

Consent

1. Consider approving the recommended budget adjustments to Fiscal Year 2022-23 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion approving the recommended budget adjustments to Fiscal Year 2022-23 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval.

BUDGET; Steve Christensen, 209-577-5390, [email protected] Consent

2. Consider accepting an informational report on the July and August 2022 Grant Applications and Awards and forwarding to Council for approval. (Funding Source:

Not Applicable)
 Motion accepting the informational report for the July and August 2022 Grant Applications and Awards and forwarding to Council for approval.

FINANCE DEPARTMENT; Maria Garnica, 209-577-5249,
[email protected]
Consent

3. Consider accepting the Upgrade Advanced Traffic Management System 2017 Project as complete and forwarding to Council for approval. (Funding Source: Congestion Mitigation and Air Quality)
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 Motion accepting the Upgrade Advanced Traffic Management System 2017 Project as complete and forwarding to Council for approval.

PUBLIC WORKS; Scott Collins, 209-577-5431, [email protected] Consent

4. Consider approving an Agreement with West Monroe, Inc., Los Angeles, CA, for Consulting Services for the Advanced Metering Infrastructure (AMI) Project in an amount not to exceed $484,275; and forwarding to Council for approval. (Funding Source: Water Fund)
 Motion approving an Agreement with West Monroe, Inc., Los Angeles, CA, for Consulting Services for the Advanced Metering Infrastructure (AMI) Project in a total amount not to exceed $484,275; and forwarding to Council for approval.

UTILITIES; Robert Davalos, 209-571-5869, [email protected]

NEW BUSINESS

5. Consider approving an Agreement with Carollo Engineers, Inc., Walnut Creek, CA, for Engineering Services for the East Morris Sewer Replacement Project for a total amount not to exceed $1,980,000 and forwarding to Council for approval. (Funding Source:

Wastewater Fund)
 Motion approving an Agreement with Carollo Engineers, Inc., Walnut Creek, CA, for Engineering Services for the East Morris Sewer Replacement Project in the amount of $1,800,000, plus $180,000 in additional services, if needed, for a total amount not to exceed $1,980,000; and forwarding to Council for approval.

UTILITIES; Cristian Ciotau, 209-577-5260, [email protected]

ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

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

Consider approving the recommended budget adjustments to Fiscal Year 2022-23 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.
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Finance Committee, October 24, 2022
Monthly Budget Adjustment Report – October 2022

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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 2022-23.

STAFF RECOMMENDATION:

Motion approving the recommended budget adjustments to Fiscal Year 2022-23 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval.

Approved by:

Joseph P. Lopez, City Manager
Attachments:

1. Exhibit A – Budget Adjustments Requiring Council Approval

2. Exhibit B – Staff Approved Budget Adjustments
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Finance Committee, October 24, 2022
Monthly Budget Adjustment Report
FISCAL YEAR 2022-23

COMMUNITY AND ECONOMIC DEVELOPMENT
 A budget adjustment in the amount of $117,018 necessary in the Streets Capital Facility Fee Fund 3410 for Project 100586 – 7th Street Bridge Tuolumne. The adjustment is recognizing the additional revenue received from Stanislaus County through reimbursement on the project and allocating those funds to the project discretionary expenditure accounts.
 A budget adjustment is needed to recognize revenue and amend the discretionary expense budget in the Agricultural Mitigation Fund 1810 in the amount of $200,000. The funds will be received as part of the agricultural mitigation fee that developers will pay. The revenue will be used to pay for 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 in the amount of $355,050 is necessary in the Grants – Police MPD HUD ESG Homeless Outreach to budget a transfer in from Fund 1180 - Emergency Shelter Grants (ESG) from Project 101410 and Project 101258. The funding will be used to support the Community Health and Assistance Team (CHAT) during FY23.  A budget adjustment is necessary to reduce the budgeted revenues for CDBG Direct Program - Fund 1130 by $1,304,922 and budgeted expenses for Emergency Shelter Grant (ESG) – Fund 1180 by $55,690. These revenues and expenses were overbudgeted during the FY 2022-23 budget process, and were not included with the budget reductions section of the Budget Addendum. There is no impact to the General Fund, and there is no impact the services provided by the grant funding during this fiscal year.

PARKS, RECREATION AND NEIGHBORHOODS
 A budget adjustment in the amount of $2,968,885 is necessary in the JPA – TRRP Special Revenue Fund 6710 for Project 101164 – TRRP Riverwalk Gateway to Neece Drive. The project was awarded grant funds from the State of California Natural Resources Agency. The grant was approved to be applied and accepted per resolution 2020-253, however, the resolution did not include a budget adjustment to the project. As a result, the project’s revenue and expense budget is being increased. The project is also funded with local Parks Capital Facility Fee funds.  A budget adjustment in the amount of $507,624 is necessary to establish a transfer from the Air Quality Capital Facility Fee Fund to the newly established Parks and Air Quality Capital Facility Fee Fund 3432 as Fund 3430 is no longer being used for Fiscal Year 2022-2023.
 A budget adjustment in the amount of $4,474,279 is necessary to establish a transfer from the Parks Capital Facility Fee Fund to the newly established Parks and Air Quality Capital Facility Fee Fund 3432 as Fund 3460 is no longer being used for Fiscal Year 2022-2023. In addition, the outstanding projects that have transfers from Fund 3460 are #1..
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Finance Committee, October 24, 2022
Monthly Budget Adjustment Report

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being reduced and re-established to come from Fund 3432. The project and amount for the outstanding transfer are listed in the table below:

Project
Number
Project Name Amount for
Adjustment
101135 TRRP River Pavilion $11,723
101230 TRRP Masterplan Update 2020 $150,000
101231 Virginia Corridor Phase 8 $450,000
101232 TRRP Riverwalk Gateway-Legion $122,888
101233 Dry Creek to TRRP Trail $382,643
101379 TRRP Gateway Phase 3 $150,000
Total Change in Transfer from 3460 to 3432 $1,267,254
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2022/23
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-025 CM 1341 Grants - Operation Grants
Reimbursed 101434 - TEA 29 CA Recycle- PW Rev $ - 34,989 $ $ 34,989 AT-025 CM 1341 Grants - Operation Grants
Reimbursed 101434 - TEA 29 Appr Unit C - Professional Services Exp $ - 2,349 $ $ 2,349 AT-025 CM 1341 Grants - Operation Grants
Reimbursed 101434 - TEA 29 Appr Unit C - Svcs City Forces Exp $ - 32,640 $ $ 32,640 AT-029 BM 1341 Grants - Operation Grants
Reimbursed SB2 2019 Planning Grant Appr. Unit C - Courthouse Exp $ 180,000 (180,000) $ $ - AT-029 BM 1341 Grants - Operation Grants
Reimbursed SB2 2019 Planning Grant Appr. Unit C - Housing Plan Exp $ 175,000 180,000 $ $ 355,000 AT-037 BM 1341 Grants - Operation Grants
Reimbursed
101266 - SB2 2019
Planning Grant
Intergov-State-SB2-Planning
Grants Program (HCD) Rev $ 413,450 (450) $ $ 413,000
AT-037 BM 1341 Grants - Operation Grants
Reimbursed
101266 - SB2 2019
Planning Grant
Housing Affordable Plan -
Professional Services Exp $ 355,000 (2,000) $ $ 353,000 AT-037 BM 1341 Grants - Operation Grants
Reimbursed
101352 - LEAP 2021
Planning Grant
SW Modesto Plan - Professional
Services Exp $ 310,000 (94,000) $ $ 216,000
AT-037 BM 1341 Grants - Operation Grants
Reimbursed
101352 - LEAP 2021
Planning Grant
Transit Plan - Professional
Services Exp $ 200,000 (100,000) $ $ 100,000
AT-037 BM 1341 Grants - Operation Grants
Reimbursed
101266 - SB2 2019
Planning Grant
Housing Element - Professional
Services Exp $ 58,450 1,550 $ $ 60,000
AT-037 BM 1341 Grants - Operation Grants
Reimbursed
101352 - LEAP 2021
Planning Grant
Update Housing Element -
Professional Services Exp $ 90,000 194,000 $ $ 284,000
Total Changes for Fund 1341 $ 1,781,900 $ 69,078 $ 1,850,978 AT-034 BM 1380 Non-Capital Parks Fund (NonGrant)
100880 - Fund
Development/Special
Projects
47031 - Misc./Donations - NonIntergov Activity 10386 Rev $ - 5,000 $ $ 5,000 AT-034 BM 1380 Non-Capital Parks Fund (NonGrant)
100880 - Fund
Development/Special
Projects
Repair and Maintenance
Services - Real Property Exp $ - 5,000 $ $ 5,000
Total Changes for Fund 1380 $ - $ 10,000 $ 10,000
AT-026 CM 1390 1390 - ARPA Funds 101435 - ARPA 2021 Blight Abatement Cameras
Appr Unit C - Info Tech
Equipment > $5,000 Exp $ - 100,000 $ $ 100,000
This budget adjustment will establish the project budget in Project 101435 (ARPA 2021 Blight Abatement Cameras) in the amount of $100,000. This project will install cameras in strategic areas around the City to monitor and deter illegal dumping as part of the Blight Abatement program. The project will be funded with ARPA funds from the first allocation of funds as provided through the approved ARPA spending plan. The spending plan was approved by City Council via resolution 2021-194.

AT-027 CM 1390 1390 - ARPA Funds PW - Blight Abatement
(ARPA)
Budget Only - Salary Adjustment
- Increase Exp $ - 94,565 $ $ 94,565
AT-027 CM 1390 1390 - ARPA Funds PW - Blight Abatement
(ARPA)
Budget Only - Benefit
Adjustment - Increase Exp $ - 40,528 $ $ 40,528
AT-027 CM 1390 1390 - ARPA Funds PW - Blight Abatement
(ARPA) Laundry and Cleaning Exp $ - 520 $ $ 520
AT-027 CM 1390 1390 - ARPA Funds PW - Blight Abatement
(ARPA) Personal Protection Equipment Exp $ - 1,000 $ $ 1,000 AT-027 CM 1390 1390 - ARPA Funds PW - Blight Abatement
(ARPA)
Tools and Field Supplies <
$5,000 Exp $ - 500 $ $ 500
AT-027 CM 1390 1390 - ARPA Funds PW - Blight Abatement
(ARPA) Training Expenses Exp $ - 300 $ $ 300
A budget adjustment is necessary to reallocate funds from the Appr. Unit C Courthouse Feasibility Study task to the Housing Plan task. The budget will pay for Opticos Design invoices as the two tasks have been combined into one. All actuals in the Courthouse Feasibility Task will be moved to the Housing Plan task.

A budget adjustment is necessary to recognize funds at the Stanislaus Community Foundation for Centre Plaza. The funds will be used to pay for an elevator repair and any future expenses at the Centre Plaza.

A budget adjustment is necessary to align the LEAP grant amounts in Oracle with the approved changes from the State of California Housing and Community Development department. The transit plan project has also been tabled, with the budgeted amount of $100,000 being shifted to the housing element update.

The City of Modesto has received a grant from the State of California for the Tire Enforcement Agency (TEA29). This grant will provide funding for staff time and tools for monitoring the waste tire facilities to ensure they are disposing of their tires properly and for monitoring the streets and alleys in Modesto for illegally dumped tires.

A budget adjustment is necessary to appropriate American Rescue Plan Act Funds for the purpose of funding the first year of the Mobile Abatement Team. This team will work to remove illegal dumping from public right-of-way as quickly as possible after it is reported. This will assist the community with clean and clear streets and prevent negative outcomes from illegal dumping, including increased and more frequent dumping, increased pests from accumulation of trash, blighted properties and neighborhoods, and unsafe conditions for residents. This adjustment will appropriate $305,413 for the first year of this program as approved as part of the City's ARPA Spending Plan for the first allocation of ARPA Funds.
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2022/23
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-027 CM 1390 1390 - ARPA Funds PW - Blight Abatement
(ARPA)
Repair and Maintenance
Services - Equipment Exp $ - 5,000 $ $ 5,000
AT-027 CM 1390 1390 - ARPA Funds PW - Blight Abatement
(ARPA) Dump Fees Exp $ - 95,000 $ $ 95,000
AT-027 CM 1390 1390 - ARPA Funds PW - Blight Abatement
(ARPA) Vehicles > $5,000 Exp $ - 68,000 $ $ 68,000
AT-028 CM 1390 1390 - ARPA Funds ARPA Blight Abatement
Program Appr Unit C - (BCP) Exp $ - 50,000 $ $ 50,000
AT-028 CM 1390 1390 - ARPA Funds ARPA Blight Abatement
Program Appr Unit C - (PB) Exp $ - 50,000 $ $ 50,000
AT-028 CM 1390 1390 - ARPA Funds ARPA Blight Abatement
Program Appr Unit C - (MBIP) Exp $ - 180,000 $ $ 180,000 Total Changes for Fund 1390 $ - $ 685,413 $ 685,413
AT-037 BM 1410 Measure L Road Tax Fund 101141 - Downtown Master Plan
Intergov-State-SB2-Planning
Grants Program (HCD) Rev $ 101,550 450 $ $ 102,000
AT-037 BM 1410 Measure L Road Tax Fund 101141 - Downtown Master Plan Professional Services Exp $ 21,000 450 $ $ 21,450
Total Changes for Fund 1410 $ 122,550 $ 900 $ 123,450
AT-031 BM 3160 Capital Grants - Streets CIP 101119 - SR 132 Construction Construction Administration CFF Exp $ 7,977,698 (683,920) $ $ 7,293,778 AT-031 BM 3160 Capital Grants - Streets CIP 101119 - SR 132 Construction
Construction Administration
WSP-CFF Exp $ 1,893,188 683,920 $ $ 2,577,108
AT-033 BM 3160 Capital Grants - Streets CIP 100634 - Upgrade Traffic Signals - 2013 Contingency - CIP Exp $ 75,166 (13,072) $ $ 62,094 AT-033 BM 3160 Capital Grants - Streets CIP 100634 - Upgrade Traffic Signals - 2013 Construction Administration Exp $ 124,024 13,072 $ $ 137,096 Total Changes for Fund 3160 $ 10,070,076 $ - $ 10,070,076 AT-038 BM 4140 Water Grants 101112 - Prop 1
Nitrate/Arsenic/Uranium Svcs City Forces - Interfund Exp $ 2,221,480 25,000 $ $ 2,246,480 A budget adjustment in the amount of $25,000 is needed in the Prop 1 Nitrate/Arsenic/Uranium project to budget additional Staff Time Expense. Additional revenue to cover this expense budget adjustment has already been budgeted in the project.

Total Changes for Fund 4140 $ 2,221,480 $ 25,000 $ 2,246,480 AT-032 BM 4210 Wastewater Fund 100793-Roosevelt Park
Cross Connection City Construction Forces Exp $ 19,000 (4,462) $ $ 14,538 AT-032 BM 4210 Wastewater Fund 100793-Roosevelt Park
Cross Connection Construction Exp $ 6,149,356 (5,655) $ AT-032 BM 4210 Wastewater Fund 100793-Roosevelt Park
Cross Connection Contingency Exp $ 474,948 (5,655) $ $ 469,293 AT-032 BM 4210 Wastewater Fund 100793-Roosevelt Park
Cross Connection Eng./Design/Admin Exp $ 795,293 15,772 $ $ 811,065 Total Changes for Fund 4210 $ 7,438,597 $ - $ 1,294,896 This budget adjustment will appropriate funding in Project 101436 (ARPA Blight Abatement Program) in the amount of $280,000 to fund three separate blight programs. These programs will include $50,000 for the Blight Committee Priorities, $50,000 for the Public Beautification program, and $180,000 for the Multifamily Bulky Item Pickup program. All of these programs were a part of the Blight Abatement funding approved by the ARPA Spending Plan by City Council via Resolution 2021- 194.

A budget adjustment is needed to reallocate budget from the CTGY-CIP task to the CA task to cover the current budget overage. The project is complete and once the adjustment is processed the project will be closed.

A budget adjustment in the amount of $15,772 is needed in the Wastewater Fund (4210) to move budget among tasks in the Roosevelt Park Cross Connection project (100793) to pay for consultant agreement charges.

A budget adjustment is necessary to move budget from the CA-CFF task to the CAWSPCFF task to account for the second amendment to WSP USA Inc. The amendment is for $621,745 plus $62,175 for additional services. There is no additional funding being added to the project, the adjustment is only reallocating funds between tasks for tracking purposes.
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2022/23
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-030 DD 5110 Inventory Purchases Fund FIN - Central Stores - Jefferson Mark-Up Salaries and Wages - Part Time Exp $ 48,000 (32,000) $ $ 16,000 AT-030 DD 5110 Inventory Purchases Fund FIN - Central Stores - Jefferson Mark-Up Temporary Employee Services Exp $ - 32,000 $ $ 32,000 Total Changes for Fund 5110 $ 48,000 $ - $ 48,000
AT-035 DD 5120 Mail Services ISF 05030 - CCO Central
Services Mail
Budget Only - Salary Adjustment
- Decrease Exp $ - (9,100) $ $ (9,100)
AT-035 DD 5120 Mail Services ISF 05030 - CCO Central
Services Mail
Budget Only - Benefit
Adjustment - Increase Exp $ - (3,900) $ $ (3,900)
AT-035 DD 5120 Mail Services ISF 05030 - CCO Central
Services Mail Temporary Employee Services Exp $ - (13,000) $ $ (13,000) Total Changes for Fund 5120 $ - $ (26,000) $ (26,000)
AT-036 BM 5400 Fleet Management Fund Fleet Maintenance Facility Eng./Design/Admin Exp $ 702,807 (8,040) $ $ 694,767 AT-036 BM 5400 Fleet Management Fund Fleet Maintenance Facility Construction Administration Exp $ 707,426 5,062 $ $ 712,488 AT-036 BM 5400 Fleet Management Fund Fleet Maintenance Facility Contingency - CIP Exp $ 266,203 2,978 $ $ 269,181 Total Changes for Fund 5400 $ 1,676,436 $ - $ 1,676,436 A budget adjustment is necessary to reallocate the budget from the EDA task to the CA and CTGY-CIP task to pay for remaining change orders on the project and account for remaining staff time. There are sufficient funds in the EDA task to reallocate.

A budget adjustment of $32,000 is necessary to move expense budget from Salaries and Wages - Part Time to Temporary Employee Services because the department will be utilizing a temp agency instead of hiring a part time City employee.

A budget adjustment of $13,000 is necessary to hire a temp to fill a vacant AOA I position in mail services since August 1, 2022. The temp will be in place until HR finishes the recruitment process and there is a permanent replacement. #1..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 24, 2022
Date: September 27, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Jenny Kenoyer, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: July and August 2022 Grant Application and Awards CONTACT: Maria Garnica, Accounting Manager, [email protected] 209-577-5249
DESCRIPTION:

Consider accepting an informational report on the July and August 2022 Grant Applications and Awards and forwarding to Council for approval. (Funding Source: Not Applicable) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The Finance Department coordinated with California Consulting to update the Administrative Directive 7.2, “Grant Management.” The revised directive was updated on July 1, 2021 to streamline the grant management process and to establish better controls on local match requirements, including potential future costs which could be required as part of a grant agreement. Additionally, the Finance Department coordinated several training sessions to highlight key changes to the new directive.

This directive has eliminated the requirement to go to Council for the application and acceptance of grant awards if the amount of the grant is less than $1,000,000 and does not require any local match funding. The Director of Finance is authorized to approve grant applications and awards under $25,000 with no local funding requirements. The City Manager has the authority for approving grant applications and awards between $25,000 and under $1,000,000 with no local match funding requirements. Due to the need for quick turnaround on grant application and award acceptance required by the granting agencies, this directive allows for City departments to apply for more grants within the grant application periods and provide quick response to award acceptance deadlines.
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Finance Committee, October 24, 2022
July and August 2022 Grant Application and Awards

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The Finance Department will inform Council of all grant activity by preparing a bi-monthly informational report on both grant applications and awards. Finance Department has established internal grant application forms to manage the types of grants being applied for and to ensure local match requirements will be managed within our current budget.

City departments continue to actively pursue new grant applications as part of notifications received from federal, state, and local agencies they have subscribed to, such as Department of Housing, Department of Transportation, State Water Resources Control Board, Department of Justice and professional government associations. City departments have staff assigned to monitor these grant application notices to determine if the City meets the required qualifications to apply for the grant.

DISCUSSION:

During the months of July and August 2022, City Council approved the below grant applications and awards recommended by City staff based on opportunities to receive federal, state and/or local grant funds for the City with required local match or which exceeded $1,000,000 with no local match.

Modesto Police Department:
(Grant Award $2,215,217– In-Kind Local Match $2,215,217)– California Violence Intervention and Prevention (CalVIP) Grant. The Modesto Police Department partnered with Parks, Recreation and Neighborhoods Department as well as Modesto City Schools, the Boys and Girls Club of Stanislaus County, Legacy Alliance Outreach and El Concilio Calfiornia for the grant application. The purpose of the CalVIP Grant Program is to provide violence intervention services to a small segment of the population that has been identified as having the highest risk of perpetrating or being victimized by violence in the near future. In conjunction with the above identified partner agencies, the Modesto Police Department will work to support, expand and replicate evidence-based violence reduction initiatives. The partner agencies have dubbed this grant Project SUCCESS (Serving and Understanding our Community with Compassion and Education for Safer Streets).

Public Works Department:
(Grant Application $To Be Determined – Local Match $0) Household Hazardous Waste Grant from State of California CalRecycle. Funds from this grant will be used to implement many of the waste reduction and recycling programs offered to City residents and businesses. The City will use these grant funds to offer Citizens of Modesto promotional collection events of Household Hazardous Waste and provide education on the way to properly recycle, reduce, reuse, and dispose of household hazardous waste materials. This grant application authorization is effective for five years from the date of Council adoption.

Utilities Department:
(Grant Application up to $23,000,000 – Local Match up to $2,530,000 from Water Funds) Proposition 1 Groundwater Grant Program, Round 3 from State Water Resources Control Board (SWRCB). Funds from this grant will be used to fund the implementation of measures to address non-point source Arsenic, Nitrate, and Uranium impacting the City’s groundwater supply well field. The implementation measures include 1) wellfield operation changes and modifications using a network of supply wells to protect uncontaminated portions of the aquifer from contaminant migration while improving #2..
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Finance Committee, October 24, 2022
July and August 2022 Grant Application and Awards

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access to drinking water that meets state and federal standards, and 2) managing aquifer recharge to improve groundwater quality over time while enhancing the resilience of groundwater supplies by modifying two existing basins and constructing two new basins. Additionally, associated conveyance infrastructure will be included with new basins that will convey water from nearby Modesto Irrigation District canals to the basins.

FISCAL IMPACT:

No fiscal impact will result from the acceptance of this informational report on July and August 2022 grant application and awards. A monthly summary by grant application and awards is below:

Grant Applications: $23,000,000
Grant Applications Local Match, Water Funds $2,530,000
Grant Awards: $2,215,217
Grant Awards Local Match, In-Kind Contributions $2,215,217 STAFF RECOMMENDATION:

Motion accepting the informational report for the July and August 2022 Grant Applications and Awards and forwarding to Council for approval.

Approved by:

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

1. July and August 2022 Grant Applications and Award
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July and August 2022 Grant Applications
Grant Application
Grant Title Month Grant Awarding Agency City Department Name/Division Grant
Application
Amount
Grant
Application
Local Match
Amount Local Match Source
Proposition 1 Groundwater Grant Program, Round 3 JUL-22 State Water Resources Control Board (SWRCB) Utilities Department 23,000,000 2,530,000 Water Fund Household Hazardous Waste Grants JUL-22 State of California CalRecycle Public Works Department TBD - N/A Total $ 23,000,000 $ 2,530,000
July and August 2022 Grant Awards
Grant Awards
Grant Title Month Grant Awarding Agency City Department Name/Division Grant Award
Amount
Grant Award
Local Match
Amount Local Match Source
California Violence Intervention and Prevention (CalVIP) Grant JUL-22 Board of State and Community Corrections Modesto Police Department 2,215,217 2,215,217 In-Kind contributions from City and
External subcontractors
Total $ 2,215,217 $ 2,215,217
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 24, 2022
Date: September 15, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Jenny Kenoyer, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Accept the Upgrade Advanced Traffic Management System 2017 Project CONTACT: Scott Collins, Traffic Engineer, [email protected], 209-577-5431 DESCRIPTION:

Consider accepting the Upgrade Advanced Traffic Management System 2017 Project as complete, and forwarding to Council for approval. (Funding Sources: Congestion Mitigation and Air Quality)
STRATEGIC PLAN ELEMENT:

This item is in conformance with City of Modesto Strategic Plan Area: Service Delivery Goals and Strategies: “Build community trust in City government through responsive, transparent and efficient service delivery”; Goal J: “build a high-performance organization”.

BACKGROUND:

In May of 2014, the City of Modesto applied for Congestion Mitigation and Air Quality (CMAQ) funds to upgrade the City of Modesto’s Advance Traffic Management System (ATMS). the City was going to upgrade some of its Closed-Circuit Television (CCTV) cameras, Traffic Operations Room, and communication equipment. However, on September 4, 2018, the City approved a Measure L project for “Traffic Signal Analysis Study System Wide” which was to complete the “Modesto Traffic Signal System Master Plan.” This plan details a roadmap for the City over the next 12 years to improve its existing traffic signal system infrastructure. On January 28, 2020, by Resolution 2020-056, Council approved the Modesto Traffic Signal System Master Plan and staff coordinated with Caltrans to adjust the scope of work for the project to be in line with elements of the master plan.

One of the Intelligent Transportation System (ITS) elements the report recommended was the move to IP addressable video detection cameras. These cameras not only detect vehicles, but also bicycles and pedestrians. They also provide data information valuable to the operation and communication of each signal, such as vehicle/bike/pedestrian recognition, #3..
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Finance Committee, October 24, 2022
Accept the Upgrade Advanced Traffic Management System 2017 Project

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vehicle/bike/pedestrian counts, turning movement counts, and provides the ability to integrate Signal Performance Measures Software.

The Video Detection Cameras will communicate back to the City’s Traffic Operations Center (TOC) at City Hall. This communication will allow the Traffic Engineers to collect counts, adjust detection zones and make real-time adjustments from the TOC. These cameras also will help staff monitor and adjust traffic demand coordination on corridors.

DISCUSSION:

This project procured 240 cameras at 60 signalized intersections throughout the City while City staff provided the installation. This project also procured a network switch for the Traffic Operations Center to allow for communication via internet connection.

Staff recommends acceptance of the project as complete as all the materials have been procured within project contract requirements.

FISCAL IMPACT:

The total project costs were $1,059,998 which included all staff time and procurement costs.

The total project amount originally budgeted was $1,059,998. The project was funded by the CMAQ grant.
100970 – Public Works – “Upgrade ATMS Software - 2017”
PROJECT EXPENDITURES:

Construction 97.0% $1,028,252
Engineering/Design/Administration 3.0% $31,746
TOTAL EXPENDITURES: $1,059,998
Percentages shown are based on percentages of total expenditures.

STAFF RECOMMENDATION:

Motion accepting the Upgrade Advanced Traffic Management System 2017 Project as complete, and forwarding to Council for approval.

Approved by:

Bill Sandhu, Director of Public Works
Joseph P. Lopez, City Manager
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 24, 2022
September 29, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Jenny Kenoyer, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Consultant Services Agreement with West Monroe, Inc.

Advanced Metering Infrastructure (AMI) Project
CONTACT: Robert Davalos, Senior Civil Engineer, [email protected], 209-571-5869 DESCRIPTION:

Consider approving an Agreement with West Monroe, Inc., Los Angeles, CA, for Consulting Services for the Advanced Metering Infrastructure (AMI) Project in an amount not to exceed $484,275; and forwarding to Council for approval. (Funding Source: Water 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 owns and operates over 75,000 Badger potable water meters ranging from 5/8” to 12” in diameter. The City began converting its services to Automated Meter Reading (AMR) for all meters in 2006 as the City approved a modified comprehensive plan to install meters throughout the Modesto water service areas as part of a state-mandated, long-term plan. The comprehensive plan was originally approved in Fiscal Year 2005 and is anticipated to be completed by the end of 2022 at an estimated total project cost of $50 million. Currently, over 75,000 meters with automated readers have been installed.

The City’s Utilities Department is preparing to make changes to the current meter data collections through the deployment of Advanced Metering Infrastructure (AMI) technology. The City would like to evaluate and procure AMI systems and services that are beneficial and adequate for the City’s Utilities, Finance, and Information Technology Departments. The City anticipates #4..
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Finance Committee, October 24, 2022
Consultant Services Agreement with West Monroe, Inc.

Advanced Metering Infrastructure (AMI) Project

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transitioning from AMR to AMI with an established multi-year program funded through the City’s Water Fund.

In accordance with newly adopted state legislation SB 606 and AB 1668, the State is mandating water agencies to set and meet new urban efficiency standards for indoor use, outdoor use and water lost due to leaks. Transitioning to AMI and establishing an AMI program will improve metering technology to allow for enhanced demand tracking, management and identify areas easily where there is apparent water loss. This upgrade will ultimately support the City in current and future water conservation and water use efficiency efforts providing the City’s water customers the ability to track and monitor their own water use.

DISCUSSION:

Considering the technical complexity, level of effort, resources, and accelerated schedule of this scope, in addition to current staff workload and lack of expertise, City staff is recommending the use of a consultant to provide consulting services to the City throughout the transition process from AMR to AMI.

In accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants Who Provide Architectural and Engineering Services for Capital Projects, a Request for Proposal (RFP) was issued on April 14, 2022 via the Planet Bids website. On June 7, 2022, staff received and distributed six proposals to a selection committee consisting of Utilities, Finance and Information Technology Department Staff. The selection committee evaluated the responses and on August 4, 2022, met to interview the four firms, discuss and review the rankings. The committee recommended West Monroe, Inc. as the most qualified firm to provide Consulting Services to the City for the Advanced Metering Infrastructure (AMI) Project.

The scope of services to be provided under this agreement includes:

1. Financial Analysis

2. Implementation Plan

3. Site Visit Coordination

4. Planning & Acquisition Services

5. Data Reconnaissance

6. Environmental Clearance

7. Project Management & Meetings
In accordance with Modesto Municipal Code 8-3.204(a) Exceptions to Formal Bidding Requirements, this agreement is for professional services and, therefore, exempt from the bid requirement. However, staff proceeded through a RFP process pursuant to Administrative Directive 3.1. Staff recommends approval of the agreement with West Monroe for consulting services for the Advanced Metering Infrastructure Project.

FISCAL IMPACT:

The following non-capital project account has been created to track the expenses associated with this effort:

Project 101335 - AMI Water Meters - Assessment
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Finance Committee, October 24, 2022
Consultant Services Agreement with West Monroe, Inc.

Advanced Metering Infrastructure (AMI) Project

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A budget adjustment amending the Fiscal Year 2022-23 Capital Improvement Program budget in the amount of $535,000 will be necessary to fully fund this stage of the project.

CEQA/NEPA REQUIREMENTS:

CEQA requirements will be determined as a part of West Monroe’s Scope of Services.

STAFF RECOMMENDATION:

Motion approving an Agreement with West Monroe, Inc., Los Angeles, CA, for Consulting Services for the Advanced Metering Infrastructure (AMI) Project in a total amount not to exceed $484,275; and forwarding to Council for approval.

Approved by:

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

1. West Monroe – Agreement

2. West Monroe – Exhibits to Agreement
ANTICIPATED AGREEMENT EXPENDITURES:

Consulting Services Agreement – West Monroe, Inc. $440,250 Additional Services (10%) $44,025
Engineering/Design/Administration Support – City Staff (15%) $66,038 TOTAL: $550,313
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CONSULTANT SERVICES AGREEMENT FOR THE

ADVANCED METERING INFRASTRUCTURE (AMI) PROJECT
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2022, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and WEST MONROE PARTNERS, a Delaware corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that consultant services are required for the Advanced Metering Infrastructure (AMI) Project.

B. Consultant represents that it is qualified, willing and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "project". The Consultant shall perform the services as described in Exhibit "A" in a manner compatible with the standards of its profession, and shall produce a fully complete project that is acceptable to City.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and #4..
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performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents commonly referred to as “project” attached hereto as Exhibit "A" and made a part hereof. City hereby gives Consultant notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the Effective Date of this agreement. Consultant shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit "A".

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed FOUR HUNDRED FORTY THOUSAND TWO HUNDRED FIFTY AND 00/100 ($440,250) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" attached hereto and for performance by Consultant of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

The Compensation shall be paid pursuant in the manner and at the times set forth below:

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this project. #4..
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Additional services may be authorized by the City Manager in an amount up to, but not to exceed 10% of the agreed maximum compensation, or FORTY-FOUR THOUSAND TWENTY-FIVE AND 00/100 ($44,025). In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure.

If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed FOUR HUNDRED EIGHTY-FOUR THOUSAND TWO HUNDRED SEVENTY-FIVE AND 00/100 ($484,275). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Mike Wayman, will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that ten percent (10%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA/IP.

Ownership of Documents
On payment of fees owed under the Agreement, all reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder and to the extent qualifying as a Deliverable (as defined below)shall become and remain the property of the City, subject to Consultant IP and any third party intellectual property contained therein, and may be used by City as set forth in this Agreement without any additional cost to City, for clarity, subject to the license to Consultant IP set forth below. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City. “Deliverables” means the results of services to be performed by Consultant pursuant to Exhibit A and identified as a “deliverable” therein.

Title to Data
If, as a part of the agreement, Consultant is required to produce, as a Deliverable, data such as, but not limited to, drawings, plans, specifications, calculations, #4..
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models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract and payment for services.

All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement (“City Data”) will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

Intellectual Property
Consultant owns and will continue to own all works of authorship, data, knowhow, inventions, and other intellectual property in existence prior to execution of the Agreement or developed or acquired independently of it, as well as derivatives of the foregoing (collectively, “Consultant IP”). On payment of fees owed, Consultant grants to City a non-exclusive, irrevocable, transferable, perpetual, royalty-free, license to use the Consultant IP embedded in the Deliverables for City’s internal business purposes. City grants to Consultant a non-exclusive, irrevocable, transferable, perpetual, royalty-free, fully paid license to use and modify the Deliverables for Supplier’s business purposes to the extent the Deliverable is of general applicability and not specific to City (“Generic Deliverables”). For clarity, such Generic Deliverables are exclusive of City Data.

7. NEWS AND INFORMATION RELEASE.

Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this #4..
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Agreement, without first obtaining review and approval of said news releases from City through the City Manager.

8. INTEREST OF CONTRACTOR.

Consultant warrants 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 services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services. #4..
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10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City.

Consultant has no authority or responsibility to exercise any rights or power vested in the City.

No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant has control over the manner and means of performing the services under this Agreement.

Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.
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If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever.

It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

As an independent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in its performance of services under this Agreement. Consultant shall furnish a warranty of Consultant’s right to use such materials to City at the request of City. #4..
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13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon receipt provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery (including delivery by an overnight courier service which obtains confirmation of receipt); or (b) by facsimile, provided that such transmission is followed by delivery by an overnight courier service which obtains confirmation of receipt; or (c) postage prepaid, return receipt requested, certified mail; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: West Monroe Partners
Address: 1000 Wilshire Boulevard, Suite 1140
Los Angeles, CA 90017
Attention: Mike Wayman
Phone: (630) 660-1218
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street, Suite 4600
Modesto, CA 95354
Attention: Robert Davalos
Phone: (209) 571-5869
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the #4..
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City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises #4..
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and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City (where permitted under the applicable policies; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant #4..
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must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and automobile liability insurance policies. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number.

For any claims related to this project, where permitted under the applicable policies, the CONSULTANT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

Termination by City for Default of Consultant
Should Consultant default in the performance of this Agreement or materially breach any of its provisions, at its option, City may terminate this Agreement by giving written notification to Consultant. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required services or duties, willful destruction of City's property by Consultant, dishonesty or theft. #4..
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Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such #4..
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subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
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City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

Authorization to Terminate Agreement
Termination of the Agreement may be invoked by the City Manager, or his/her designee, subject to the right of the Consultant to appeal the City Manager, or his/her designee’s, decision to the City Council. The Consultant shall appeal by notifying the City Clerk in writing within ten (10) calendar days of receipt of written notification from City of termination of the Agreement. In the event that termination of this Agreement is upheld by the City Council, any cessation of payment of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.
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16. CERTIFIED PAYROLL REQUIREMENT.

For consultants performing field work on public works contracts on which prevailing wages are required: The Consultant shall comply with the provisions of Section 1776 of the California Labor Code, regarding payroll records, and shall require its subconsultants and subcontractors to comply with that section as may be required by law.

17. INDEMNITY & LIMITATION ON LIABILITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all third party claims, and related losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.

Consultant's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance.

Except for willful misconduct, Consultant’s total liability arising out of the Agreement for all claims in any manner arising in connection with the Agreement (whether in contract, tort, negligence, strict liability in tort or by statute or otherwise, whether arising from contractual or extra-contractual liability) shall, notwithstanding contrary terms in the Agreement, be the payment of damages and such damages in no event shall: (i) exceed One Million Dollars ($1,000,000) ; or (ii) include any indirect, special, consequential, incidental, punitive or #4..
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exemplary damages or loss (including business interruption, lost profits, lost savings or lost business), even if it has been advised of their possible existence.

18. DISPUTE RESOLUTION.

All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Consultant with City, and the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Consultant so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Consultant to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Consultant.

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The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made.

Both City and Consultant shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.

Whether or not City and Consultant may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.

The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail. The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.

Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of #4..
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punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.

Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and Consultant involving the work of the subcontractor to be joined. Consultant’s failure to do so shall be a breach of this Agreement.

The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder. All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY.

If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

21. WAIVER.
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The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.

22. AUDIT.

The City's duly authorized representative shall have access at all reasonable times to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant's charges to City under this Agreement.

Consultant agrees to retain reports, records, documents, and files related to charges under this Agreement for a period of four (4) years following the date of final payment for Consultant services. City's representative shall have the right to reproduce any of the aforesaid documents.

23. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.

24. HEADINGS NOT CONTROLLING.

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

25. COMPLIANCE WITH LAWS.

Consultant shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws. Consultant shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

26. CITY BUSINESS LICENSE.
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Consultant will have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2022- _ , adopted by the Council of the City of Modesto on the __ day of _____ , 2022, and WEST MONROE PARTNERS has caused this agreement to be duly executed in duplicate as of the Effective Date. #4..
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© 2022 West Monroe Partners, LLC
Proprietary and confidential
November 1, 2022
City Clerk’s Office on behalf of Utilities Department
1010 Tenth Street, 6th Floor, Suite 6600
P.O. Box 642
Modesto, California 95353
Attention: Robert Davalos, Senior Civil Engineer
RE: Advanced Metering Infrastructure (AMI) Consulting Services Dear Robert:

West Monroe is pleased to submit this scope of work for advanced meter infrastructure (AMI) consulting services. We understand that the City of Modesto is concluding its conversion to Badger automatic meter reading (AMR) for 75,000 meters after a 16-year effort. As the utility prepares to modernize and implement AMI, West Monroe is excited to help the city evaluate technology options, build a business case, and develop an AMI implementation plan. Following those activities, West Monroe will work with the city to procure an AMI technology solution.

We understand first-hand how AMI systems can unlock value to utilities and their customers – as well as the increasingly important role that water conservation, technology advancements, and customer and employee engagement have – and we are looking forward to working with the city on this important project! West Monroe takes pride in the services it provides to our clients helping them achieve their business needs. As part of this project, we will be measuring your satisfaction with our performance. At the end of the project, a survey will be conducted inperson or electronically. If at any time, we are not meeting your expectations or you believe our performance would not allow you to further engage with West Monroe or recommend us to a colleague or friend, please reach out to me at +1 (630) 660- 1218 or Jill Novosel, our Director of Client Success at +1 (312) 980-9452.

One of the factors we use to measure the success of our client work is the long-term impact our services or solution will make on your organization. We have found that a key component of sustainable results is knowledge transfer from our team to yours.

Expect our team to focus on working with you to identify the proper counterparts within your organization that our team can work with throughout this project.

We are pleased to have the opportunity to work with you on this project and understand the trust you have placed in us on this important effort.

Very truly yours,
Michael Wayman

EXHIBIT A
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Exhibit A: Advanced Metering Infrastructure (AMI) Consulting Services ("Project") Scope of Work
This Statement of Work (“SOW”) is made as of November 1, 2022 ("SOW Effective Date") by and between West Monroe Partners, LLC (“WMP” or “West Monroe”) and the City of Modesto (“Client”) and is incorporated into and subject to the terms of the [Services Agreement Name] dated [Agreement Effective Date] between WMP and Client ("Agreement"). This SOW sets forth the allocation of responsibilities, overview, services, deliverables, assumptions, team structure, estimated timeline, and services fees.

ACTIVITIES AND METHODOLOGY; DELIVERABLES
Subject to the terms of this SOW and the Agreement, WMP will provide Services related to the following activities, and will provide the following Deliverables.

The activities will be grouped into seven (7) tasks.

Task 1 – Financial Analysis
Activities are comprised of:
• Mobilize to begin work on the business case promptly following the date of Council approval of the Consultant Agreement. As described in tasks 7 and 5, a list of data requests will be issued, and a project kickoff is to occur shortly thereafter.
• Conduct workshops (up to four (4)) and interviews with City of Modesto personnel to:
o Determine technology and approach preferences to be modeled e.g., radio vs. cellular networks, in house vs. contracted labor, etc. Up to four (4) different scenarios will be included in the financial analysis. o Verify understanding and accuracy of Client data provided for input into the business case. o Discuss lessons learned, risks, issues, costs, and benefits from the AMR deployment. • Provide an orientation on WMP’s proprietary water AMI business case tool and tailor the approach and inputs for the City of Modesto.
• Quantify the actual costs for the AMI project, including but not limited to staff contributions, AMI vendor and software fees, procurement of new equipment including endpoints and lids, etc. • Quantify the actual direct benefits for a multitude of functions including meter reading, customer service, water conservation, field services, demand monitoring, etc.
• Leverage West Monroe’s proprietary tools to validate AMI costs as well as savings and benefits that can be realized. • Detail the indirect benefits that can be anticipated from the AMI project. • Provide a financial analysis and business case recommendations in approximately six (6) weeks.

Deliverables are comprised of:
• Financial Analysis and Business Case with Recommendations, including: operational efficiency and cost reductions, customer service, water accountability, cost/benefit analysis, return on investment, computer information systems interface, optimization of revenue and reduction of adjustments, and overall costs Assumptions include:
• Client will provide data for input into the AMI financial analysis Task 2 – Implementation Plan
Activities are comprised of:

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• Determine dependencies, constraints, and preferences for the AMI implementation plan through discussions Client.

The following will be included: funding, staffing, replacement/maintenance, data integration, service location (larger meters, high use, residential, and all other designations), rate of return on investment. • Create a schedule for the planning, design, deployment phases, and replacement interval. • Identify how risk, issue, and communication management will be addressed. • Understand the high-level strategy for deployment e.g., by route, meter counts by year, etc. • Validate all findings are accurately modeled in the financial analysis as described in task 1. • Align the budgets from the business case to the output of this exercise. • Develop a comprehensive AMI implementation plan for the conversion of all meters in the City of Modesto. All facets of the above will be included in the plan.
• Conduct one (1) workshop to socialize the initial draft of the implementation plan with Client stakeholders for feedback.

Update the implementation plan with all feedback received and present for final review / approval.

Deliverables are comprised of:
• AMI Implementation Plan – Comprehensive roadmap that considers: funding, City staffing and workload, locations of service areas, replacement/ maintenance plan, quality control, locations of large meters and high-use customers, data integration and rate of return on investment
Assumptions include:
• Client stakeholders will participate in workshops to discuss and determine overall AMI strategy and priorities Task 3 – Site Visit Coordination
Activities are comprised of:
• Draft a list of eligible utilities for site visits based on the technology preferences and approach identified in task 2. • Prioritize utilities for site visits based on: utility designation (water enterprise), similar size (# of accounts and territory), deployment timeframe (recently completed an AMI program within 1-3 years), type of terrain, proximity to the City of Modesto, and AMI technology deployed (visit with utilities using similar technology requirements). • Request a site visit with the two (2) water agencies selected by the City of Modesto and coordinate the time, place, and attendees. Develop the agenda in advance.
• Attend the site visits and foster discussion with Client and the other agencies. • Provide a synopsis of WMP’s findings from both site visits.

Deliverables are comprised of:
• Synopsis of Site Visit Findings
Assumptions include:
• Client travel costs (if applicable) will be paid by Client Task 4 – Planning & Acquisition Services
Activities are comprised of:
• Identify the procurement requirements and strategy with Client. o Determine the request for proposal (RFP) schedule, evaluation team, etc. o Formalize the template to be utilized for the RFP.
o Define whether or not vendors can respond to all or part of the RFP. • Guide and develop technical specifications for the AMI products and services RFP with input from Client and leveraging

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WMP’s database of AMI requirements from prior vendor selection projects. This will include:
o Maintenance support and warranty, data integration between meter reading systems, billing systems, customer interface software, work order systems, key performance-based indicators, installation services and installation schedule, quality control, and equipment and layout.
• Develop the evaluation criteria and matrix with the City leveraging WMP’s AMI vendor evaluation model. • Support Client with a pre-proposal meeting (if applicable) and ghost-authoring responses to vendor questions during the response open period.
• Evaluate vendor proposals with Client team by providing an apples-to-apples comparison of costs and requirements, in addition to highlighting pros and cons from the responses. • Participate in short lists / oral presentations for the top three (3) vendor solutions identified. Assist Client with agendas and questions. Provide a summary of WMP observations following the presentations. • Support vendor negotiations by confirming adherence to the RFP scope and assisting Client in achieving favorable terms and cost.

Deliverables are comprised of:
• Publish Ready RFP
• Evaluation Criteria and Matrix
• Support for Contract Negotiations
Assumptions include:
• Client procurement and/or legal resources are available and will lead the RFP process (e.g., required meetings, required forms, issuance to vendors, updates to supplier bid portals); WMP will lead content development and stakeholder reviews
• West Monroe will assist Client with requirements definition and procurement of AMI in addition to a meter data management system and a conservation/ customer portal
Task 5 – Data Reconnaissance
Activities are comprised of:
• Before kickoff, submit data requests (e.g., meters by size, meter ages, meter reading costs, vendor fees, staff time, vehicle costs, etc.) for the existing solution.
• Acquire and review documentation on the City of Modesto’s meter replacement procedures. • Acquire and review documentation on the City of Modesto’s Current Water Reading Standard Operating Procedures. • Review key operating metrics to understand current performance (e.g., AMR read rate, # of billing exceptions, # of estimated bills, # of manual reads).
• Understand how and when GIS meter data is captured e.g., upon installation, meter or sub meter accuracy? Deliverables are comprised of:
• List of Data Requests
Assumptions include:
• Client will provide data for input into the AMI financial analysis Task 6 – Environmental Clearance
Activities are comprised of:
• Based on the technology preferences identified in the prior task (i.e., cellular, radio frequency with new construction or

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only existing vertical assets to be used), conduct research on the types of environmental clearance (e.g., CEQA) that may be required.
• Present the findings to the City of Modesto and determine the applicable environmental review. • Develop a timeframe for preparation and submittal of the environmental clearance documentation.

Deliverables are comprised of:
• Environmental Clearance Findings and Proposed Preparation Timeline Assumptions include:
• If needed, West Monroe will identify potential engineering firms the City can use if environmental clearances and/or documentation are required after an AMI technology and vendor selection is made • Client legal resources will review project deliverables and applicable state/local law to determine if environmental clearances are required based on the AMI technologies under consideration Task 7 – Project Management & Meetings
Activities are comprised of:
• Conduct a kickoff meeting (onsite or via Teams) to review the project scope, organization chart, schedule, and data requests.
• Throughout the project, West Monroe will:
o Schedule and coordinate meetings
o Prepare and submit meeting and workshop agendas at least twenty-four (24) hours in advance o Prepare presentations
o Facilitate meetings
o Prepare and distribute meeting minutes
o Prepare weekly status report and conduct status meeting • Facilitate workshops/ meetings for the following:
o Kick-off/RFP Development/Business Case Development
o RFP Finalization
o Evaluation Criteria Development
o Proposal Scoring
o Cost Reviews
o Technical/Software
o Meter Data Management & Analytical Systems
o Vendor Interviews
o Vendor Negotiations
• Provide quality assurance and quality control (QA/QC) services on all work products. • Validate City staff’s comments and suggested revisions are included into both draft and final deliverables.

Deliverables are comprised of:
• N/A
Work products are comprised of:
• Meeting Management for: Weekly Status Meetings, Kick-off/RFP Development, RFP Finalization, Evaluation Criteria Development, Proposal Scoring, Cost Reviews, Technical/Software, Meter Data Management & Analytical Systems, Vendor Interviews, Vendor Negotiations
Assumptions include:

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• N/A

TIMELINE
The Services pursuant to this SOW are estimated to be performed over an elapsed period of thirty-eight (38) weeks.

PROJECT STAFFING
The following WMP roles are scheduled to perform the Services pursuant to this SOW. Additional consultants may perform Services as subject matter specialists pursuant to this SOW.

Sponsor/ Quality
Assurance
• Act as point of escalation
• Review key deliverables
• Participate in select workshops
Engagement Lead
• Lead engagement
• Facilitate direction and decision making, including workshops • Develop and review project deliverables
• Provide water, AMI, business case and procurement expertise • Manage stakeholder engagement & project approvals
Project Manager (PM)
• Coordinate across stakeholders for necessary data and decisions • Facilitate workshop and deliverable reviews
• Develop and review project deliverables
• Provide water, AMI, and operational expertise
• Manage project outcomes, scope, schedule, budget

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Telecom/ Metering
Specialist
• Provide subject matter expertise on telecommunications, metering, and AMI planning
• Participate in key workshops and meetings
• Address ad hoc project questions and support risk/issue resolution Project Analyst
• Support day-to-day project delivery and deliverable creation • Participate in workshops and meetings
• Build and manage business case model, including gathering data and validating assumptions
• Support requirement gathering and RFP development
• Assists in project administration (agendas, notes, follow-ups)

ASSUMPTIONS
This SOW is based on the following assumptions. Changes to the assumptions, the inclusion of additional assumptions, or changes to any of the terms of this SOW, will impact the estimated fees and schedules. • This SOW will be executed promptly. Timelines, duration of Project, resources, etc. are based on timely execution of this SOW, and as applicable, the Agreement.
• If changes to the SOW are identified and/or requested by Client or WMP during the course of the Project, a Change Order will be mutually agreed upon and executed by Client and WMP detailing the necessary scope modification and, if applicable, revisions to the WMP resources, associated fees, and like changes. • Client will provide WMP with reliable, accurate, and complete information as required. • Client will make timely decisions and obtain required management approvals, all consents, and/or licenses necessary from third parties required for WMP to perform its obligations in this SOW. • Client will provide WMP personnel with a suitable office environment and adequate resources and supplies, as needed, while on-site.
• Client will retain responsibility for its compliance with all applicable federal, state/provincial, and local laws and regulations.
• WMP will be entitled to rely on all Client decisions and approvals made in relation to this SOW and nothing in the SOW will require WMP to evaluate, advise on, modify, confirm, or reject such decisions and approvals. • Key client stakeholders (Project Sponsor, Steering Committee Members, Client Executives, etc.) will remain consistent throughout the duration of the project. Should key client stakeholders change throughout the engagement, effort required of WMP to revisit acceptance of project objectives, decisions, or scope to ensure executive alignment will be scoped as a separate Change Order.
• The terms of this SOW assume continued performance throughout the duration of the Project. If Client identifies a need to suspend the work for any reason during the Project, the parties will discuss the associated impact to timeline, fees, and staffing. WMP cannot guarantee the staffed resources will be available to complete Project in the event of work suspension.
• Neither party shall be liable for any delays or failures in performance (other than payment obligations hereunder) due to circumstances beyond its reasonable control.
• Client will accept Deliverables if they materially conform to the specifications set forth in this SOW. Should a Deliverable not materially conform to the specifications set forth in this SOW, Client will notify WMP of this non-conformance in reasonable detail within fourteen (14) days of delivery. WMP will have a reasonable period of time, based on the severity and complexity of the non-conformance, to correct the non-conformance. Notwithstanding any provision in the Agreement to the contrary, if Client fails to promptly notify WMP of any material non-conformance within fourteen (14) days after delivery, or unreasonably delays, then the Deliverable will be considered accepted by Client no later than the fourteenth (14th) day after delivery.
• Any services not explicitly set forth in this SOW are deemed out of scope for this SOW, and will be performed pursuant to a separate statement of work or change order executed by the parties.

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LOCATION OF SERVICES
Work pursuant to this SOW will be performed on Client's premises in Modesto, CA and at WMP offices. Remote collaboration tools such as Microsoft Teams will be used throughout the project.

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Exhibit B: Advanced Metering Infrastructure (AMI) Consulting Services ("Project") Fee Schedule

PROFESSIONAL ARRANGEMENTS
The Services will be performed on a fixed fee basis. The Services fees pursuant to this SOW will be $410,250.00, plus projectrelated travel expenses (assumed at $30,000.00 – with on-site presence for initial kickoff, discovery workshops, site visits, financial analysis review, key stakeholder meetings, and key procurement tasks). Per Client request, ten (10) percent contingency is also added per standard Client practice. Total fixed fees for this engagement including Services, travel expenses, and contingency are $484,275.00.

Task Fee Amount
Task 1 – Financial Analysis $ 86,648.00
Task 2 – Implementation Plan $ 49,532.00
Task 3 – Site Visit Coordination $ 15,666.00
Task 4 – Planning & Acquisition Services $ 187,326.00
Task 5 – Data Reconnaissance $ 23,818.00
Task 6 – Environmental Clearance $ 7,168.00
Task 7 – Project Management & Meetings $ 40,092.00
Services and Travel Expenses $440,250.00
Total Purchase Order (with 10%
contingency)
$484,275.00
Invoices will be generated monthly based on actual fees incurred. Additional assumptions include:
• Should the level of effort exceed the total hours or anticipated timeline for contract negotiations under task 4, West Monroe reserves the right to request a change request.
• Should a subcontractor be needed for environmental clearances/reviews under task 6, West Monroe reserves the right to request a change request.
• Should Client wish to use contingency fees, a change request will be documented that includes a new invoicing schedule.

Please indicate your agreement with these terms by signing and returning this SOW on or before November 15, 2022, to enable WMP to manage our resources and business. WMP may not be able to honor these terms if WMP doesn’t receive the signed SOW by such date. This SOW may be executed in one or more counterparts and/or by facsimile or electronic submission, each of which will be deemed an original and all of which signed counterparts, taken together, will constitute one instrument.

Please note, notwithstanding anything to the contrary in the Agreement, WMP’s address for all notices shall be 311 W.

Monroe Street, 14th Floor, Chicago, IL 60606. WMP looks forward to working with you on this important project. Thank you for giving WMP this opportunity to be of service to your firm. If you have any questions, please do not hesitate to contact me at +1 (630) 660-1218.

Agreed and Acknowledged by: Agreed and Acknowledged by:

West Monroe Partners, LLC City of Modesto
_____________________________

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By: Michael Wayman Authorized Signature
_____________________________
Printed Name and Title
_____________________________
Date

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Exhibit C: Advanced Metering Infrastructure (AMI) Consulting Services ("Project") Rate Card
Personnel Level Hourly Rate
Director $ 525
Senior Principal $ 476
Senior Manager $ 476
Principal $ 382
Manager $ 382
Senior Consultant $ 308
Experienced Consultant $ 248
Consultant $199

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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 24, 2022
Date: September 28, 2022
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Jenny Kenoyer, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreement for Engineering Services with Carollo Engineers, Inc.

East Morris Sewer Replacement Project
CONTACT: Cristian Ciotau, Senior Civil Engineer, [email protected], 209-577-5260 DESCRIPTION:

Consider approving an Agreement with Carollo Engineers, Inc., Walnut Creek, CA, for Engineering Services for the East Morris Sewer Replacement Project for a total amount not to exceed $1,980,000 and forwarding to Council for approval. (Funding Source: Wastewater Fund)
STRATEGIC PLAN ELEMENT:

BACKGROUND:

In 2016, the Wastewater Engineer’s Report was approved to provide a basis for establishing wastewater related charges, fees and identified needed Wastewater Capital Improvement Program (CIP) Projects.

In 2021, the updated Wastewater Engineer’s Report included the rehabilitation of the existing sewer lines in the East Morris Ave area, identified as project “D-1” in Area 4. The East Morris Neighborhood is bounded by McHenry Avenue to the West, Downey Avenue to the South, Coffee Road to the East and Fairmont Avenue to the North. In the project area, there are old, deficient sewer lines which are undersized and, in some areas, do not meet the self-cleaning velocity City standard minimum slope of 2 ft/sec (fps). #5..
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Approve Agreement for Engineering Services with Carollo Engineers, Inc.

East Morris Sewer Replacement Project

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The East Morris Sewer Replacement Project will upsize numerous sewer lines and will address the existing slope issues, bringing it to compliance with current City standard. As a result of the new alignments, new manholes will also be required.

As a part of this project, wastewater flows in this neighborhood will be directed to a new lift station. From there, the wastewater will be pumped into the existing sewer lines located on McHenry Avenue. The new lift station will be constructed below ground, with traffic-rated hatches at the surface for easy maintenance access. Standby pumps will also be designed to accommodate the maximum flow.

Additionally, as a part of the project scope, an existing 18-inch sewer trunk line that crosses the Transit Center located at 9th Street, between G and I Streets will be re-routed along with several sewer mains within the project area.

DISCUSSION:

To increase efficiencies, the City has requested the use of a consultant to provide engineering services for the East Morris Sewer Replacement Project.

In accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants who provide Architectural and Engineering Services for Capital Projects, a Request for Proposal (RFP) was sent to four (4) pre-qualified consultants for engineering design services for Wastewater CIP projects.

On September 6, 2022, only one proposal was received by the City Clerk’s office. The lone proposal was provided by Carollo Engineers, Inc. (Carollo), Walnut Creek, CA. Staff distributed Carollo’s proposal to a selection committee consisting of Utilities Engineering and Operations staff. The selection committee evaluated the proposal and determined Carollo to be qualified and responsive. Carollo’s sealed proposal costs were opened after the selection ranking had been finalized and provided to the Finance Department. Carollo’s proposal cost and scope were reviewed and negotiated to provide design and bid period services.

The scope of services to be provided under this agreement include:
 Project Management
 Design and Construction Documents
 Permitting and Reporting
 Environmental Clearance
 Engineering Support During Construction
In accordance with Modesto Municipal Code 8-3.204(a) Exceptions to Formal Bidding Requirements, this agreement is for professional services and, therefore, exempt from the bid requirement. However, staff proceeded through an RFP process pursuant to Administrative Directive 3.1. Staff recommends approval of the agreement with Carollo for Engineering Services for the East Morris Sewer Replacement Project. #5..
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Finance Committee, October 24, 2022
Approve Agreement for Engineering Services with Carollo Engineers, Inc.

East Morris Sewer Replacement Project

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FISCAL IMPACT:

The following capital project account has been created to track the expenses associated with this effort:
100847 – East Morris Sewer Replacement
ANTICIPATED PROJECT EXPENDITURES:

Construction* $10,000,000
Construction Contingency (10%) $1,000,000
Construction Administration – City Staff (10%) $1,000,000 Final Design Services Agreement – Carollo $1,800,000
Additional Services, if Needed (10%) $180,000
Engineering/Design/Administration Support – City staff $70,000 TOTAL: $14,050,000
*Total construction costs are estimated to be approximately $10,000,000 and will be further verified and refined as project design progresses.

CEQA/NEPA REQUIREMENTS:

CEQA requirements will be determined as a part of Carollo’s Scope of Services.

STAFF RECOMMENDATION:

Motion approving an Agreement with Carollo Engineers, Inc., Walnut Creek, CA, for Engineering Services for the East Morris Sewer Replacement Project in the amount of $1,800,000, plus $180,000 in additional services, if needed, for a total amount not to exceed $1,980,000; and forwarding to Council for approval.

Approved by:

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

1. Carollo – Agreement

2. Carollo – Exhibits to Agreement
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ENGINEERING SERVICES AGREEMENT FOR THE

EAST MORRIS SEWER REPLACEMENT PROJECT
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this __ day of , 2022, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and CAROLLO ENGINEERS, INC., a Delaware corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that Engineering Services are necessary for the East Morris Sewer Replacement Project.

B. Consultant represents that it is qualified, willing and able to provide the services to prepare said document(s).

NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:

1. SCOPE OF SERVICES.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and #5..
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performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed ONE MILLION EIGHT HUNDRED THOUSAND AND 00/100 DOLLARS ($1,800,000) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" attached hereto and for performance by Consultant of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

The Compensation shall be paid pursuant in the manner and at the times set forth below:

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this project. #5..
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Additional services may be authorized by the City Manager in an amount up to, but not to exceed ten percent (10%) of the agreed maximum compensation, or ONE HUNDRED EIGHTY THOUSAND AND 00/100 DOLLARS ($180,000). In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed ONE MILLION NINE HUNDRED EIGHTY THOUSAND AND 00/100 DOLLARS ($1,980,000).

If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business.

Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.
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In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, Consultant has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, Consultant makes no warranty that the City’s actual project costs, financial aspects, economic feasibility, or schedules will not vary from Consultant’s opinions, analyses, projections, or estimates.

Consultant is not responsible for damage or delay in performance caused by events beyond the reasonable control of Consultant. In the event Consultant’s services are suspended, delayed or interrupted for the convenience of the City or delays occur beyond the reasonable control of Consultant, an equitable adjustment in Consultant’s time of performance and cost of Consultant’s personnel and subcontractors may be made.

5. OBLIGATIONS OF CITY.

The City shall furnish Consultant available studies, reports, and other data pertinent to Consultant’s services; obtain or authorize Consultant to obtain or provide additional reports and data as required; furnish to Consultant services of others required for the performance of Consultant’s services hereunder, and Consultant shall be entitled to use and rely upon all such information and services provided by the City or others in performing Consultant’s services under this agreement.

6. PERFORMANCE BY KEY EMPLOYEE.
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Consultant has represented to City that Justin Peterson, will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that ten percent (10%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

7. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used by City as it may require without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City.

Documents, including drawings and specifications, prepared by Consultant pursuant to this assignment are not intended or represented to be suitable for reuse by the City or others for this Project or on any other project. Any reuse of completed documents or use of partially completed documents without written verification or concurrence by Consultant for the specific purpose intended will be at the City’s sole risk and without liability or legal exposure to Consultant.

Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract. #5..
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All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

8. NEWS AND INFORMATION RELEASE.

Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Manager.

9. INTEREST OF CONTRACTOR.

10. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work. #5..
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Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services.

11. INDEPENDENT CONTRACTOR.

Consultant has no authority or responsibility to exercise any rights or power vested in the City.

If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

12. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.

13. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the #5..
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performance of this Agreement. Consultant shall furnish a warranty of such right to use to City at the request of City.

14. NOTICES.

FOR CONSULTANT: Name: Carollo Engineers, Inc.

Address: 2795 Mitchell Drive
Walnut Creek, CA 94598
Attention: Justin Peterson
Phone: (925) 932-1710
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street
Suite 4600
Modesto, CA 95354
Attention: Cristian Ciotau
Phone: (209) 577-5260
Email: [email protected]

15. INSURANCE REQUIREMENTS.
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The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or reduction in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided Thirty (30) days notice of the cancellation on the policies of insurance required hereunder Ten (10) days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within Five (5) business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled. (a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall #5..
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be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated.

Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising #5..
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from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

For any claims related to this project, the CONSULTANT’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONSULTANT’S insurance and shall not contribute with it.

16. TERMINATION OF AGREEMENT.

Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, #5..
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in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
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unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

17. CERTIFIED PAYROLL REQUIREMENT.

18. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement. In no event shall the cost to defend charged to the Consultant exceed the Consultant’s proportionate percentage of fault.

However, notwithstanding the foregoing, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with other parties regarding unpaid defense costs.

19. DISPUTE RESOLUTION.
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All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

Otherwise, the claim or claims shall be deemed waived in their entirety.

The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the #5..
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arbitrator shall have the power to order that depositions be taken and other discovery be made.

Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party. This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.

Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and Consultant involving #5..
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the work of the subcontractor to be joined. Consultant’s failure to do so shall be a breach of this Agreement.

20. ENTIRE AGREEMENT.

21. PARTIAL INVALIDITY.

22. WAIVER.

The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing. #5..
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23. AUDIT.

24. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.

25. HEADINGS NOT CONTROLLING.

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

26. COMPLIANCE WITH LAWS.

27. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

28. THIRD PARTIES.
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The services to be performed by Consultant are intended solely for the benefit of the City. No person or entity not a signatory to this Agreement shall be entitled to rely on Consultant’s performance of its services hereunder, and no right to assert a claim against Consultant by assignment or indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Consultant’s services hereunder.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2022- , adopted by the Council of the City of Modesto on the day of , 2022, and CAROLLO ENGINEERS, INC. has caused this agreement to be duly executed in duplicate as of the Effective Date. #5..
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EXHIBIT A

SCOPE OF SERVICES

CITY OF MODESTO
(CITY)
AND
CAROLLO ENGINEERS, INC.
(CONSULTANT)

EAST MORRIS SEWER REPLACEMENT PROJECT
(PROJECT)

PROJECT INTRODUCTION
This Scope of Services is to define CONSULTANT's scope, schedule, and budget for furnishing engineering design and engineering services during construction for the East Morris Sewer Replacement Project. The Project generally includes replacement of approximately 75,200 linear feet (LF) of sanitary sewers in the East Morris neighborhood, installation of a new lift station at the intersection of Johnson Street and Floto Street, and relocation of 580 LF of sanitary sewers in the vicinity of I Street and 9th Street. The Project areas are shown on EXHIBIT B.

CONSULTANT'S SERVICES
CONSULTANT will perform the following services:
• Task 1: Project Management
• Task 2: Design and Construction Documents
• Task 3: Permitting and Reporting.
• Task 4: Environmental Clearance.
• Task 5: Engineering Support During Construction
TASK 1 – PROJECT MANAGEMENT
Task 1.1 Project Monitoring and Administration
This task includes project management and communication with City staff and stakeholders as required for efficient project completion. To help monitor and maintain a timely project, monthly schedule updates will be provided to the City electronically in Microsoft Project (MPP) and/or PDF format. At the project kickoff meeting, CONSULTANT will provide a QA/QC Plan and Project Guide to establish the overall vision of the project. CONSULTANT will prepare monthly project status reports which will be submitted along with the monthly invoices. Our project status report will include a description of work completed in reporting period, percent complete to date by task and subtask, schedule and budget status, deliverable status, and key decisions and action items.

Task 1.2 Project Meetings
Our scope includes a project kickoff meeting, preliminary design review meeting, and two review meetings following each of the 70% and 90% interim design submittals. Monthly teleconference meetings for the project design duration are also included. CONSULTANT will prepare a detailed agenda and minutes for each meeting and track key decisions and action items for project record.

EXHIBIT A
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pw://Carollo/Documents\Client\CA\Modesto\_Proposals\On-Call WW Eng 2020 - E. Morris Sewer Replacement\Docs\2022 09 12_East Morris_Final SOW.docx Task 1 Deliverables
• QA/QC Plan and Project Guide.
• Monthly project status reports and schedule updates.
• Meeting agendas and minutes.
• Decision item, action item, and comment log updates.

Task 1 Assumptions
• 16-month design duration.
• 14-month construction duration.

Task 1 Meetings
• Kickoff meeting.
• Preliminary design review meeting.
• 70% and 90% deliverable review meetings.
• 16 monthly teleconference progress meetings.

TASK 2 – DESIGN AND CONSTRUCTION DOCUMENTS
Task 2.1 Topographic Survey and Utility Mapping
This task includes completion of aerial photogrammetric and field topographic survey by O’Dell Engineering for the proposed project corridors, including determination of all rights-of-way, property boundaries, and easements. Utility research and mapping will be conducted via outreach to local utility companies to determine utility types, diameters, materials, and approximate horizontal and vertical locations.

Task 2.2 Construction Documents
This task includes calculation of average dry weather flow (ADWF) and peak wet weather flow (PWWF) values to be used in layout out the proposed replacement sewer sizes and slopes.

CONSULTANT will rely on existing hydraulic model data where available and provide calculations for remaining sewer segments that are not included in the model. A brief Preliminary Design Technical Memorandum (TM) will be prepared to document the flow values that will be used for final design. Key parameters for the East Morris Sewer Lift Station (EMSLS) will also be included in the TM.

Following the preliminary design TM review meeting (Task 1), CONSULTANT will prepare construction plans, technical specifications, and a construction cost estimate for the project. The first interim deliverable will consist of 70% design-level plans, technical specifications, and construction cost estimate. A review meeting to solicit City and stakeholder input will occur after the 70% design submittal.

Following the 70% review meeting and receipt of all comments, CONSULTANT will prepare 90% construction plans, technical specifications, and an updated construction cost estimate. A final review meeting will occur after the 90% design submittal.

All comments, key decisions, and action items will be tracked and incorporated into subsequent design documents. Final (Bid Set) plans, technical specifications, and a final construction cost estimate will be prepared following the 90% review meeting. CONSULTANT will provide sealed drawings signed using Certified Digital Signatures and AutoCAD files.

Task 2.3 Potholing and Utility Locating
This task provides for a utility locating subcontractor to pothole existing utilities where conflicts with proposed alignments are believed to exist. The cost of a pothole excavation is highly dependent on utility depth, size, and location, therefore a budgetary allowance of $55,000 is included under this

EXHIBIT A
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pw://Carollo/Documents\Client\CA\Modesto\_Proposals\On-Call WW Eng 2020 - E. Morris Sewer Replacement\Docs\2022 09 12_East Morris_Final SOW.docx task. Once critical utility crossings have been identified following utility mapping and preliminary design tasks, a potholing plan can be prepared to determine which crossings can be verified within the allotted budget.

Task 2 Deliverables
• Preliminary Design Technical Memorandum
• 70% and 90% interim plans, specifications, and cost estimate. • Final (bid set) plans, specifications, and cost estimate.

Task 2 Assumptions
• Task 2.1 includes field invert verification at up to 300 sewer manholes. • All deliverables will consist of three hard copies and an electronic PDF. • City will provide all front-end Division 00 and 01 specifications. • Plans will be prepared in AutoCAD format (Civil3D 2018 or newer) on 24”x36” sheets using the City’s standard title block.
• Plan and profile sheets will be prepared at 40’ design scale. • CITY will furnish all geotechnical information required for design; geotechnical services are excluded from this scope of work.
• A trenchless pipeline crossing beneath the railroad tracks on I Street will not be required; trenchless engineering services are excluded from this scope of work. • Based on preliminary discussion with City staff, it is assumed that the Transit Center trunk sewer can be relocated to discharge into the existing 27-inch sewer to the north. This concept will be confirmed during development of the Preliminary Design TM. • Electrical power for the proposed lift station is readily available.

TASK 3 – PERMITTING AND REPORTING
This task includes engineering time to support permitting and reporting efforts for the Project.

Coordination with the CITY and MID (local electric utility) are assumed under this task.

Task 3 Assumptions
• Up to 50 hours of consultant time are assumed under this task. • All permit fees will be paid by the City.
• Durations for permitting application review and approvals have been estimated based upon typical time frames. However, CONSULTANT nor it’s subconsultants can ensure these projected durations.

TASK 4 – ENVIRONMENTAL CLEARANCE
This task includes engineering time to support CITY-led environmental permitting efforts for the Project.

Task 4 Assumptions
• Up to 40 hours of consultant time are assumed under this task. • All CEQA and related environmental permitting efforts will be led by CITY staff.

TASK 5 – ENGINEERING SERVICES DURING CONSTRUCTION
Task 5.1 Bid Period Services
CONSULTANT’s Project Manager or Project Engineer will attend the pre-bid conference as scheduled by the City and note any questions for later response by addendum. CONSULTANT will prepare addenda in response to questions received by the City in writing and will submit the addenda to the City directly for distribution to prospective bidders. After bids are received,

EXHIBIT A
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pw://Carollo/Documents\Client\CA\Modesto\_Proposals\On-Call WW Eng 2020 - E. Morris Sewer Replacement\Docs\2022 09 12_East Morris_Final SOW.docx CONSULTANT will review the submitted contractor bids and prepare a bid tab evaluation for the City.

Task 5.2 Attend Pre-Construction Conference
CONSULTANT’s Project Manager and Project Engineer will attend the pre-construction conference as scheduled by the City. CONSULTANT will coordinate with the City and Construction Manager in preparation of an agenda for the pre-construction conference.

Task 5.3 Engineer Site Visits and Progress Meetings
CONSULTANT‘s Project Manager or Project Engineer will attend weekly progress meetings for the duration of construction. This task assumes attendance at up to 36 meetings over a 14-month construction duration.

Task 5.4 Respond to RFIs
CONSULTANT will respond to requests for information (RFIs) submitted by the contractor to the City or Construction Manager. Responses will be submitted in writing and delivered to the City or Construction Manager via email. Review of 50 RFIs are assumed under this task.

Task 5.5 Shop Drawing Submittal Review
CONSULTANT will review shop drawing submittals for compliance with project plans and specifications. Review of 75 submittals and resubmittals are assumed under this task.

Task 5.6 Change Order Review
CONSULTANT will review proposed change orders and assist the City and Construction Manager is response preparation. If required, supplemental drawings and specifications will be prepared for the change order response. Up to four change orders are assumed under this task.

Task 5.7 Final Acceptance Walk
CONSULTANT’s Project Manager or Project Engineer will attend a final acceptance job walk as scheduled by the City and Construction Manager and note any final items required for project completion.

Task 5 Assumptions
• Up to two addenda are assumed under this task.
• City will receive questions from bidders and provide to CONSULTANT for response. • City will distribute addenda to prospective bidders.
• The total duration of construction will be 14 months. • Attendance at up to 36 on-site construction progress meetings is assumed. • Responses to up to 50 RFIs and 75 shop drawing submittals are assumed. • Responses to up to four design clarifications or change orders are assumed. • Materials testing during construction will be the responsibility of the City’s third-party construction manager.

TIME OF PERFORMANCE
CONSULTANT will perform the scope of services over an assumed 16-month design duration and 14-month construction duration upon Notice to Proceed.

PAYMENT
Payment to the CONSULTANT for services performed under this Agreement shall be based on the attached fee proposal (EXHIBIT C) on a time and materials basis. The not-to-exceed cost limit of the CONSULTANT’s services shall be $1,800,000.

EXHIBIT A
#5..
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Ryan
Sellman
Tim
Taylor
Justin
Peterson
Kyle
Gourley
Tyler
Whitehouse
Brian
Avon
Kathleen
Mannion
Mike
Dadik
Ryan
Orgill
Keith
Corcoran Surveying Electrical and Instr. Potholing
Walnut
Creek Sacramento Sacramento Walnut Creek Seattle Walnut Creek Walnut Creek Walnut Creek Reno Sacramento Sacramento Sacramento Sacramento Task Task Description $290 $322 $290 $290 $290 $311 $245 $290 $290 $290 $210 $151 $134 $13 1 Project Management

1.1 Project Monitoring and Administration 4 - 46 - - - - - - - - - - 50 $ 14,500 650$ $ - $ - $ - $ - $ - $ 15,150

1.2 Project Meetings 2 - 34 50 - - - - - - - - - 86 $ 24,940 1,118$ $ 620 $ - $ - $ - $ - $ 26,678 TASK 1 TOTAL 6 - 80 50 - - - - - - - - - 136 $ 39,440 1,768$ $ 620 $ - $ - $ - $ - $ 41,828 2 Design and Construction Documents

2.1 Topographic Survey and Utility Mapping - - 2 8 - - - - - - - - - 10 $ 2,900 130$ $ 173,300 - $ $ - $ 17,330 - $ $ 193,660

2.2 Construction Documents 12 44 26 450 74 - 1,398 116 14 48 664 1,662 78 4,586 972,099 $ 59,615$ $ - $ 16,000 - $ $ - $ 1,600 $ 1,049,313

2.3 Utility Locating - Potholing - - 4 16 - - 24 - - - - - - 44 $ 11,680 572$ $ - $ - $ 55,000 - $ $ 5,500 $ 72,752 TASK 2 TOTAL 12 44 32 474 74 - 1,422 116 14 48 664 1,662 78 4,640 986,679 $ 60,317$ $ 173,300 - $ $ 16,000 $ 55,000 $ 24,430 $ 1,315,725 3 Permitting and Reporting

3.1 Permitting Coordination with City Staff - - 8 12 - - 30 - - - - - - 50 $ 13,150 650$ $ 500 $ - $ - $ - $ - $ 14,300 TASK 3 TOTAL - - 8 12 - - 30 - - - - - - 50 $ 13,150 650$ $ 500 $ - $ - $ - $ - $ 14,300 4 Environmental Clearance

4.1 Environmental Coordination with City Staff - - 8 12 - - 20 - - - - - - 40 $ 10,700 520$ $ 500 $ - $ - $ - $ - $ 11,720 TASK 4 TOTAL - - 8 12 - - 20 - - - - - - 40 $ 10,700 520$ $ 500 $ - $ - $ - $ - $ 11,720 5 Engineering Support During Construction

5.1 Bid Period Services 4 - 12 24 - - 52 - - - 12 - 4 108 $ 27,396 1,404$ $ 230 $ - $ 500 $ - $ - $ 29,530

5.2 Attend Pre-Construction Conference 4 - 8 8 - - - - - - - - - 20 $ 5,800 260$ $ 230 $ - $ - $ - $ - $ 6,290

5.3 Engineer Site Visits and Progress Meetings 40 - 120 120 - - 120 - - - - - - 400 $ 110,600 5,200$ $ 3,533 $ - $ - $ - $ - $ 119,333

5.4 Respond to RFIs - 16 16 76 16 - 200 - - - - - - 324 $ 85,472 4,212$ $ - $ - $ 2,500 $ - $ 200 $ 92,384

5.5 Shop Drawing Submittal Review - - 12 116 20 - 300 - - - - - - 448 $ 116,420 5,824$ $ - $ - $ 3,000 $ - $ 300 $ 125,544

5.6 Change Order Review 4 - 16 32 16 - 48 - - - - - - 116 $ 31,480 1,508$ $ - $ - $ - $ - $ - $ 32,988

5.7 Final Acceptance Walk 4 - 8 8 - - 16 - - - - - - 36 $ 9,720 468$ $ 170 $ - $ - $ - $ - $ 10,358 TASK 5 TOTAL 56 16 192 384 52 - 736 - - - 12 - 4 1,452 386,888 $ 18,876$ $ 4,163 $ - $ 6,000 $ - $ 500 $ 416,427 Total Base Scope 74 60 320 932 126 - 2,208 116 14 48 676 1,662 82 6,318 1,436,857 $ 82,131$ $ 5,783 $ 173,300 $ 22,000 $ 55,000 $ 24,930 $ 1,800,000 Notes:(1) Rates are based on Carollo Engineers, Inc., Fee Schedule as of Jan 1, 2022 for California.(2) Other direct expenses include mileage traveling to/from meetings at IRS Federal Rate, travel at cost and Project Equipment and Communication Expense (PECE) at $13 per Direct Labor Hour. (3) Includes Subconsultant markup of 10%.

CITY OF MODESTO
PECE2
Expenses2
O'Dell
Engineering
Pezzoni
Engineering
Potholing
Contractor
Sub.

Markup3
Modesto Modesto Non-Local
Construct.

Review
Senior
CAD
Tech.

CAD
Tech.

Doc.

Process.

Total
Hours
Labor
Cost
Project
Engineer
Lift Station
Tech. Advisor
Lift Station
Tech. Advisor
Staff
Engineer
Lift Station
Structural
Modeling
Support

EXHIBIT C

EAST MORRIS SEWER REPLACEMENT PROJECT
COST PROPOSAL (REVISED SEPT. 2022)
Carollo Engineers, Inc.1 Subconsultants
East Morris Sewer
Replacement
Project Total
Principal-InCharge Quality Assurance Project Manager
pw:\\IO-PW-INT.carollo.local:Carollo\Documents\Client\CA\Modesto\_Proposals\Grayson Water Infrastructure Improvements\Docs\04_FeeEstimate.xlsx 9/12/2022 EXHIBIT B #5..
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Finance CommitteeOctober 24, 2022

Finance Committee
October 24, 2022