Agenda packet — Economic Development Committee, April 3, 2023 (part 2 of 4)

and deteriorating steel reinforcing and considerable deflection at the cantilevered sections. The bridge is listed as Structurally Deficient and has been weight restricted to four tons gross load since 1979 and restricted from legal truck load weights since 1937.

The Project is partially funded with Federal Highway Bridge Program (HBP) funds and will include replacement of the existing bridge, safety improvements for motorists, pedestrians, and bicyclists, curb ramps, raised center median/refuge, street lighting, and incidental roadway resurfacing. The Project will also include modifications at the intersections of 7th and B Streets at Tuolumne Boulevard and Crows Landing Road at 7th Street.

A Memorandum of Agreement (MOA) for Preliminary Engineering was approved by the City Council on April 5, 2011, by Resolution No. 2011-113, and by the County on March 15, 2011, by Resolution 2011-167. An Amended and Restated MOA to add Final Design was approved by the City Council on May 7, 2019, by Resolution No. 2019-206, and by the County on May 21, 2019, by Resolution No. 2019-305. The Amended and Restated MOA was approved by the City Council on August 23, 2022, by Resolution No. 2022-351 to include revised design costs between the agencies.

DISCUSSION:

The replacement of the existing bridge requires the relocation of multiple public utilities. The project design is nearly complete with 95% plan review completed by all the interested parties.

As the design nears completion, all the impacted utilities are now identified in the final location for construction of the project. To relocate these utilities, agreements are required between effected utility companies and the City of Modesto and/or Stanislaus County.

A new 16-inch diameter potable water transmission line will be installed within the new bridge superstructure to provide potable water to the south side of the Tuolumne River. Part of this transmission line includes a 12-inch water line crossing beneath the Union Pacific railroad tracks near Hosmer Avenue to provide a looped water system consistent with the City’s Water Master Plan. To occupy Union Pacific’s right-of-way, an encroachment agreement must be executed between the City and the Union Pacific railroad (UPRR). The proposed agreement is attached which includes a $23,065 license fee.

The proposed improvment for the intersection of 7th Street and B Street also impacts existing AT&T facilities and are required to be relocated. To minimize the potential for any future relocation of these facilities, City and consultant staff have negotiated the attached Joint Use Agreement (JUA) to locate the AT&T facilities under the new sidewalk in the project.

An agreement is required by the State Lands Commission for the proposed water transmission line in the bridge structure that will cross the area controlled by the State Lands Commission.

This agreement will allow the City facilities to occupy, operate, and maintain the transmission line within the State Lands jurisdiction. In addition, it is very likely for a permit and/or agreement will be required by the Central Valley Flood Protection Board. Agreements with these two agencies are expected in the very near future and there are likely other agreements that will be necessary prior to the project going out to bid.

Since the project is partially funded with Federal Highway Bridge Program (HBP) funds administered by Caltrans, the key step in the process for funding in the final right-of-way certification process. This requires all of the agreements for utility relocations be completed prior #2..
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Economic Development Committee, April 3, 2023
7 th Street Bridge Replacement Project Approval of Public Utility agreements

Page 3 of 3 ends

to the project proceeding to the bid and construction phase. With a proposed bid later this year for construction in 2024, the timing for execution of these last agreements becomes the critical path for project deliver. Therefore, to make the execution of agreements more efficient and to keep the bridge replacement project on schedule, it is requested that the City Manager, or designee have the authority to approve utility relocated and other related agreements.

FISCAL IMPACT:

The existing project budget as approved with the Amended and Restated MOA is sufficient to complete the project design and execution of the agreements. There will be minor costs associated with the agreements that are anticipated in the existing MOA. The Union Pacific Railroad Agreement has a one-time license fee of $23,065. The existing project budget anticipates these costs and it is included. In addition, there will be a new MOA with the County for the actual construction costs after the project bids have been received.

CEQA/NEPA REQUIREMENTS:

An Environmental Assessment (EA) and Section 4(f) Evaluation with Finding of No Significant Impact (FONSI) was approved by Caltrans in August 2019, in compliance with the requirements of the National Environmental Policy Act (NEPA). An Environmental Impact Report (EIR) was certified by the County in May 2017, and approved by Caltrans in August of 2019, in compliance with the California Environmental Quality Act (CEQA).

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving authorizing the City Manager, or his designee to approve Agreements with various Public Utility Companies, including Union Pacific Railroad, State Lands Commission, and other public agencies as necessary to facilitate the construction of the new 7th Street bridge over the Tuolumne River and forwarding to Council for approval.

Approved by:

Jessica Hill, Interim Director of CEDD
Joseph P. Lopez, City Manager
Attachments:

1. Draft Union Pacific Railroad Agreement

2. Draft Joint Use Agreement with AT&T
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Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 March 3, 2023
Project: 0787102

CITY OF MODESTO
Re: Proposed One (1) Twelve Inch (12") Plastic Water Pipe Cased In A Twenty Four Inch (24") Steel Pipe Casing For An Underground Water Pipeline Crossing Pipeline Crossing of Railroad Property at Mile Post 114.24 on the Fresno Subdivision at or near Modesto, Stanislaus County, California Attached is an original of the agreement covering your use of the Railroad Company’s right of way. Please return the executed agreement via email. For any payment(s), please follow the accompanying instructions.

An original copy of the fully-executed document will be returned to you, when approved and processed by the Railroad Company.
• Payment in the amount of twenty three thousand sixty dollars ($23,060.00) is due and payable to Union Pacific Railroad Company upon your execution of the agreement. Please include your payment, with Project No. 0787102 noted on that document. If you require formal billing, you may consider this letter as a formal bill and that 946001323 is this Corporation’s correct Federal Taxpayer Identification Number.
• Railroad Protective Liability Insurance (RPLI) may be obtained from any insurance company which offers such coverage. Union Pacific has also worked with a national broker, Marsh USA, to make available RPLI to you or your contractor. You can find additional information, premium quotes, and application forms at (uprr.marsh.com).

If we have not received the executed documents within six months from the date of this letter, this proposed offer of an agreement is withdrawn and becomes null and void.

If you have any questions, please contact me at [email protected].

Sincerely,
Thomas Leddy
Manager II - Real Estate
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Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 Pipeline Crossing 080808 Project No. 0787102
Last Modified: 06/05/18
Form Approved, AVP-Law

PIPELINE CROSSING

AGREEMENT
Mile Post: 114.24, Fresno Subdivision
Location: Modesto, Stanislaus County, California
THIS AGREEMENT (“Agreement”) is made and entered into as of March 3, 2023, (“Effective Date”) by and between UNION PACIFIC RAILROAD COMPANY, a Delaware corporation, (“Licensor”) and CITY OF MODESTO, to be addressed at 1010 10th Street, Suite 4600 Modesto, California 95353 (“Licensee”).

IT IS MUTUALLY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:

Article 1. LICENSOR GRANTS RIGHT.

A. In consideration of the license fee to be paid by Licensee set forth below and in further consideration of the covenants and agreements to be performed by Licensee, Licensor hereby grants to Licensee the right to construct and thereafter, during the term hereof, maintain and operate one (1) twelve inch (12") plastic water pipe cased in a twenty four inch (24") steel pipe casing for an underground water pipeline crossing only, including any appurtenances required for the operation of said pipeline (collectively, "Licensee's Facilities") across Licensor’s real property, trackage, or other facilities located in Modesto, Stanislaus County, State of California ("Railroad Property"). The specific specifications and limited purpose for Licensee's Facilities on, along, across and under Railroad Property are described in and shown on the Print and Specifications dated December 6, 2022, attached hereto as Exhibit A and made a part hereof.

B. Licensee represents and warrants that Licensee's Facilities will (i) only be used for one (1) twelve inch (12") plastic water pipe cased in a twenty four inch (24") steel pipe casing for an underground water pipeline crossing , and (ii) not be used to convey any other substance, any fiber optic cable, or for any other use, whether such use is currently technologically possible, or whether such use may come into existence during the life of this Agreement.

C. Licensee acknowledges that if it or its contractor provides Licensor with digital imagery depicting Licensee's Facilities ("Digital Imagery"), Licensee authorizes Licensor to use the Digital Imagery in preparing Exhibit A. Licensee represents and warrants that through a license or otherwise, it has the right to use the Digital Imagery and to permit Licensor to use the Digital Imagery in said manner.

Article 2. LICENSE FEE.

Upon execution of this Agreement, the Licensee shall pay to the Licensor a one-time License Fee of twenty three thousand sixty dollars ($23,060.00).

Article 3. TERM.

This Agreement shall take effect as of the Effective Date first herein written and shall continue in full force and effect until terminated as provided in the "TERMINATION; REMOVAL OF LICENSEE’S FACILITIES" Section of Exhibit B.
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Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 Article 4. LICENSEE'S COMPLIANCE WITH GENERAL TERMS.

Licensee represents and warrants that all work on Licensee's Facilities performed by Licensee or its contractors will strictly comply with all terms and conditions set forth herein, including the General Terms and Conditions, attached hereto as Exhibit B and made a part hereof.

Article 5. INSURANCE.

A. During the term of this Agreement, Licensee shall fully comply or cause its contractor(s) to fully comply with the insurance requirements described in Exhibit C, attached hereto and made a part hereof. Upon request only, Licensee shall send copies of all insurance documentation (e.g., certificates, endorsements, etc.) to Licensor at the address listed in the "NOTICES" Section of this Agreement.

B. If Licensee is subject to statute(s) limiting its insurance liability and/or limiting its ability to obtain insurance in compliance with Exhibit C of this Agreement, those statutes shall apply.

Article 6. DEFINITION OF LICENSEE.

For purposes of this Agreement, all references in this Agreement to Licensee will include Licensee's contractors, subcontractors, officers, agents and employees, and others acting under its or their authority (collectively, a "Contractor"). If a Contractor is hired by Licensee to perform any work on Licensee's Facilities (including initial construction and subsequent relocation, maintenance, and/or repair work), then Licensee shall provide a copy of this Agreement to its Contractor(s) and require its Contractor(s) to comply with all terms and conditions of this Agreement, including the indemnification requirements set forth in the "INDEMNITY" Section of Exhibit B. Licensee shall require any Contractor to release, defend, and indemnify Licensor to the same extent and under the same terms and conditions as Licensee is required to release, defend, and indemnify Licensor herein.

Article 7. ATTORNEYS’ FEES, EXPENSES, AND COSTS.

If litigation or other court action or similar adjudicatory proceeding is undertaken by Licensee or Licensor to enforce its rights under this Agreement, all fees, costs, and expenses, including, without limitation, reasonable attorneys’ fees and court costs, of the prevailing Party in such action, suit, or proceeding shall be reimbursed or paid by the Party against whose interest the judgment or decision is rendered. The provisions of this Article shall survive the termination of this Agreement.

Article 8. WAIVER OF BREACH.

The waiver by Licensor of the breach of any condition, covenant or agreement herein contained to be kept, observed and performed by Licensee shall in no way impair the right of Licensor to avail itself of any remedy for any subsequent breach thereof.

Article 9. ASSIGNMENT.

A. Licensee shall not assign this Agreement, in whole or in part, or any rights herein granted, without the written consent of Licensor, which must be requested in writing by Licensee. Any assignment or attempted transfer of this Agreement or any of the rights herein granted, whether voluntary, by operation of law, or otherwise, without Licensor's written consent, will be absolutely void and may result in Licensor's termination of this Agreement pursuant to the "TERMINATION; REMOVAL OF LICENSEE'S FACILITIES" Section of Exhibit B.

B. Upon Licensor's written consent to any assignment, this Agreement will be binding upon and inure to the benefit of the parties thereto, successors, heirs, and assigns, executors, and administrators. #2..
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Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 Article 10. SEVERABILITY.

Any provision of this Agreement which is determined by a court of competent jurisdiction to be invalid or unenforceable shall be invalid or unenforceable only to the extent of such determination, which shall not invalidate or otherwise render ineffective any other provision of this Agreement.

Article 11. NOTICES.

Except Licensee's commencement of work notice(s) required under Exhibit B, all other notices required by this Agreement must be in writing, and (i) personally served upon the business address listed below ("Notice Address"), (ii) sent overnight via express delivery by a nationally recognized overnight delivery service such as Federal Express Corporation or United Parcel Service to the Notice Address, or (iii) by certified mail, return receipt requested to the Notice Address. Overnight express delivery notices will be deemed to be given upon receipt. Certified mail notices will be deemed to be given three (3) days after deposit with the United States Postal Service.

If to Licensor: Union Pacific Railroad Company
Attn: Analyst – Real Estate Utilities (Project No. 0787102) 1400 Douglas Street, MS 1690
Omaha, Nebraska 68179

If to Licensee:CITY OF MODESTO
1010 10th Street
Modesto, California 95353
Article 12. SPECIAL PROVISION – CONSTRUCTION OBSERVATION.

Licensor requires Licensee to provide monitoring of tracks and construction observation through Licensor approved observer named below during all construction and installation work.

Licensee is to directly coordinate services with the named inspector:

Railpros Field Services
Email: [email protected]
Phone (682)223-5271
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the date first herein written.

UNION PACIFIC RAILROAD COMPANY CITY OF MODESTO
By: __________________________________ By: __________________________________ Thomas Leddy
Manager II - Real Estate
Name Printed: __________________________
Title: _________________________________
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X
91 106.0

53.5 0 52.5
1 13

5.1 NOTES:
1) ALL DIMENSIONS MEASURED PERPENDICULAR TO THE CENTERLINE OF TRACK 2) REFER TO AREMA VOLUME 1. CHAPTER 1. PART 5. SECTION 5.1

BORED AND JACKED

AT MINIMUM SIGNS WILL BE PROVIDED AS STATED ABOVE

PLASTIC NA
WATER
55 55
80 12
NO

STEEL PIPE NA
106

0.375 24
YES
SEALED

53.5 52.5

MAINLINE TRACK

37.6226523
-120.9916409

MODESTO STANISLAUS CA
0787102 12/6/2022

CITY OF MODESTO

NON-FLAMMABLE LIQUID

PIPELINE
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Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 Pipeline Crossing 06/05/18
Form Approved, AVP Law

EXHIBIT B

GENERAL TERMS AND CONDITIONS
Section 1. LIMITATION AND SUBORDINATION OF RIGHTS GRANTED.

A. The foregoing grant is subject and subordinate to the prior and continuing right and obligation of Licensor to use and maintain its entire property including the right and power of Licensor to construct, maintain, repair, renew, use, operate, change, modify or relocate railroad tracks, signal, communication, fiber optics, or other wirelines, pipelines and other facilities upon, along or across any or all parts of its property, all or any of which may be freely done at any time or times by Licensor without liability to Licensee or to any other party for compensation or damages.

B. The foregoing grant is also subject to all outstanding superior rights (including those in favor of licensees and lessees of Railroad Property) and the right of Licensor to renew and extend the same, and is made without covenant of title or for quiet enjoyment. It shall be Licensee's sole obligation to obtain such additional permission, license and grants necessary on account of any such existing rights.

Section 2. ENGINEERING REQUIREMENTS; PERMITS.

A. Licensee's Facilities will be designed, constructed, operated, maintained, repaired, renewed, modified, reconstructed, removed, or abandoned in place on Railroad Property by Licensee or its contractor to Licensor's satisfaction and in strict conformity with: (i) Licensor’s current engineering standards and specifications, including those for shoring and cribbing to protect Licensor's railroad operations and facilities ("UP Specifications"), except for variances approved in advance in writing by Licensor’s Assistant Vice President Engineering – Design or its authorized representative ("UP Engineering Representative"); (ii) such other additional safety standards as Licensor, in its sole discretion, elects to require, including, without limitation, American Railway Engineering and Maintenance-of-Way Association ("AREMA") standards and guidelines (collectively, "UP Additional Requirements"); and (iii) all applicable laws, rules, and regulations, including any applicable Federal Railroad Administration and Federal Energy Regulatory Commission regulations and enactments (collectively, "Laws"). If there is any conflict between UP Specifications, UP Additional Requirements, and Laws, the most restrictive will apply.

B. Licensee shall keep the soil over Licensee's Facilities thoroughly compacted, and maintain the grade over and around Licensee's Facilities even with the surface of the adjacent ground.

C. If needed, Licensee shall secure, at Licensee's sole cost and expense, any and all necessary permits required to perform any work on Licensee's Facilities.

Section 3. NOTICE OF COMMENCEMENT OF WORK; EMERGENCIES.

A. Licensee and its contractors are strictly prohibited from commencing any work associated with Licensee's Facilities without Licensor's written approval that the work will be in strict compliance with the "ENGINEERING REQUIREMENTS; PERMITS" Section of this Exhibit B. Upon Licensor's approval, Licensee shall contact both of Licensor's field representatives ("Licensor's Field Representatives") at least ten (10) days before commencement of any work on Licensee's Facilities.

B. Licensee shall not commence any work until: (1) Licensor has determined whether flagging or other special protective or safety measures ("Safety Measures") are required for performance of the work pursuant to the "FLAGGING" Section of this Exhibit B and provided Licensee written #2..
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Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 authorization to commence work; and (2) Licensee has complied with the "PROTECTION OF FIBER OPTIC CABLE SYSTEMS" Section of this Exhibit B.

C. If, at any time, an emergency arises involving Licensee's Facilities, Licensee or its contractor shall immediately contact Licensor's Response Management Communications Center at (888) 877-7267.

Section 4. FLAGGING.

A. Following Licensee's notice to Licensor's Field Representatives required under the "NOTICE OF COMMENCEMENT OF WORK; EMERGENCIES" Section of this Exhibit B, Licensor shall inform Licensee if Safety Measures are required for performance of the work by Licensee or its contractor on Railroad Property. If Safety Measures are required, no work of any kind may be performed by Licensee or its contractor(s) until arrangements for the Safety Measures have been made and scheduled. If no Safety Measures are required, Licensor will give Licensee written authorization to commence work.

B. If any Safety Measures are performed or provided by Licensor, including but not limited to flagging, Licensor shall bill Licensee for such expenses incurred by Licensor, unless Licensor and a federal, state, or local governmental entity have agreed that Licensor is to bill such expenses to the federal, state, or local governmental entity. Additional information regarding the submission of such expenses by Licensor and payment thereof by Licensee can be found in the "LICENSEE’S PAYMENT OF EXPENSES" Section of this Exhibit B. If Licensor performs any Safety Measures, Licensee agrees that Licensee is not relieved of any of responsibilities or liabilities set forth in this Agreement.

C. For flagging, the rate of pay per hour for each flagger will be the prevailing hourly rate in effect for an eight-hour day for the class of flagmen used during regularly assigned hours and overtime in accordance with Labor Agreements and Schedules in effect at the time the work is performed. In addition to the cost of such labor, a composite charge for vacation, holiday, health and welfare, supplemental sickness, Railroad Retirement and unemployment compensation, supplemental pension, Employees Liability and Property Damage, and Administration will be included, computed on actual payroll. The composite charge will be the prevailing composite charge in effect at the time the work is performed. One and one-half times the current hourly rate is paid for overtime, Saturdays and Sundays, and two and one-half times current hourly rate for holidays. Wage rates are subject to change, at any time, by law or by agreement between Licensor and its employees, and may be retroactive as a result of negotiations or a ruling of an authorized governmental agency. Additional charges on labor are also subject to change. If the wage rate or additional charges are changed, Licensee (or the governmental entity, as applicable) shall pay on the basis of the new rates and charges.

D. Reimbursement to Licensor will be required covering the full eight-hour day during which any flagger is furnished, unless the flagger can be assigned to other railroad work during a portion of such day, in which event reimbursement will not be required for the portion of the day during which the flagger is engaged in other railroad work. Reimbursement will also be required for any day not actually worked by the flaggers following the flaggers' assignment to work on the project for which Licensor is required to pay the flaggers and which could not reasonably be avoided by Licensor by assignment of such flaggers to other work, even though Licensee may not be working during such time.

When it becomes necessary for Licensor to bulletin and assign an employee to a flagging position in compliance with union collective bargaining agreements, Licensee must provide Licensor a minimum of five (5) days notice prior to the cessation of the need for a flagger. If five (5) days notice of cessation is not given, Licensee will still be required to pay flagging charges for the days the flagger was scheduled, even though flagging is no longer required for that period. An additional ten (10) days notice must then be given to Licensor if flagging services are needed again after such five day cessation notice has been given to Licensor.
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Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 Section 5. SAFETY.

A. Safety of personnel, property, rail operations and the public is of paramount importance in the prosecution of any work on Railroad Property performed by Licensee or its contractor, and takes precedence over any work on Licensee's Facilities to be performed Licensee or its contractors. Licensee shall be responsible for initiating, maintaining and supervising all safety operations and programs in connection with any work on Licensee's Facilities. Licensee and its contractor shall, at a minimum comply, with Licensor's then current safety standards located at the below web address ("Licensor's Safety Standards") to ensure uniformity with the safety standards followed by Licensor's own forces.

As a part of Licensee's safety responsibilities, Licensee shall notify Licensor if it determines that any of Licensor's Safety Standards are contrary to good safety practices. Licensee and its contractor shall furnish copies of Licensor's Safety Standards to each of its employees before they enter Railroad Property.

Union Pacific Current Safety Requirements
B. Licensee shall keep the job site on Railroad Property free from safety and health hazards and ensure that their employees are competent and adequately trained in all safety and health aspects of the work.

C. Licensee represents and warrants that all parts of Licensee's Facilities within and outside of the limits of Railroad Property will not interfere whatsoever with the constant, continuous, and uninterrupted use of the tracks, property, and facilities of Licensor, and nothing shall be done or suffered to be done by Licensee at any time that would in any manner impair the safety thereof.

D. Licensor's operations and work performed by Licensor’s personnel may cause delays in Licensee's or its contractor's work on Licensee's Facilities. Licensee accepts this risk and agrees that Licensor shall have no liability to Licensee or any other person or entity for any such delays. Licensee must coordinate any work on Railroad Property by Licensee or any third party with Licensor's Field Representatives in strict compliance with the "NOTICE OF COMMENCEMENT OF WORK; EMERGENCIES" Section of this Exhibit
E. Licensor shall have the right, if it so elects, to provide any support it deems necessary for the safety of Licensor's operations and trackage during Licensee's or its contractor's construction, maintenance, repair, renewal, modification, relocation, reconstruction, or removal of Licensee's Facilities. In the event Licensor provides such support, Licensor shall invoice Licensee, and Licensee shall pay Licensor as set forth in the "LICENSEE'S PAYMENT OF EXPENSES" Section of this Exhibit B.

F. Licensee may use unmanned aircraft systems ("UAS") to inspect Licensee's Facilities only upon the prior authorization from and under the direction of Licensor's Field Representatives.

Licensee represents and warrants that its use of UAS on Railroad Property will comply with Licensor's then-current Unmanned Aerial Systems Policy and all applicable laws, rules and regulations, including any applicable Federal Aviation Administration regulations and enactments pertaining to UAS.

Section 6. PROTECTION OF FIBER OPTIC CABLE SYSTEMS.

Fiber optic cable systems may be buried on Railroad Property. Protection of the fiber optic cable systems is of extreme importance since any break could disrupt service to users resulting in business interruption and loss of revenue and profits. In addition to the notifications required under the "NOTICE OF COMMENCEMENT OF WORK; EMERGENCIES" Section of this Exhibit B, Licensee shall visit up.com/CBUD to complete and submit the required form to determine if fiber optic cable is buried anywhere on Railroad Property to be used by Licensee. If it is, Licensee shall telephone the telecommunications company(ies) involved, and arrange for a cable locator, make arrangements for relocation or other protection of the fiber optic cable, all at Licensee’s expense, and will not commence any work on Railroad Property until all such protection or relocation has been completed. #2..
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Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 Section 7. LICENSEE'S PAYMENT OF EXPENSES.

A. Licensee shall bear the entire cost and expense of the design, construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, or removal of Licensee's Facilities.

B. Licensee shall fully pay for all materials joined, affixed to and labor performed on Railroad Property in connection with the construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, or removal of Licensee's Facilities, and shall not permit or suffer any mechanic’s or materialman’s lien of any kind or nature to be enforced against the property for any work done or materials furnished thereon at the instance or request or on behalf of Licensee. Licensee shall promptly pay or discharge all taxes, charges, and assessments levied upon, in respect to, or on account of Licensee's Facilities, to prevent the same from becoming a charge or lien upon any property of Licensor, and so that the taxes, charges, and assessments levied upon or in respect to such property shall not be increased because of the location, construction, or maintenance of Licensee's Facilities or any improvement, appliance, or fixture connected therewith placed upon such property, or on account of Licensee’s interest therein. Where such tax, charge, or assessment may not be separately made or assessed to Licensee but shall be included in the assessment of the property of Licensor, then Licensee shall pay to Licensor an equitable proportion of such taxes determined by the value of Licensee’s property upon property of Licensor as compared with the entire value of such property.

C. As set forth in the "FLAGGING" Section of this Exhibit B, Licensor shall have the right, if it so elects, to provide any Safety Measures Licensor deems necessary for the safety of Licensor's operations and trackage during Licensee's or its contractor's construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, or removal of Licensee's Facilities, including, but not limited to supervision, inspection, and flagging services. In the event Licensor provides such Safety Measures, Licensor shall submit an itemized invoice to Licensee's notice recipient listed in the "NOTICES" Article of this Agreement. Licensee shall pay to Licensor the total amount listed on such invoice within thirty (30) days of Licensee's receipt of such invoice.

Section 8. MODIFICATIONS TO LICENSEE'S FACILITIES.

A. This grant is subject to Licensor's safe and efficient operation of its railroad, and continued use and improvement of Railroad Property (collectively, "Railroad's Use"). Accordingly, Licensee shall, at its sole cost and expense, modify, reconstruct, repair, renew, revise, relocate, or remove (individually, "Modification", or collectively, "Modifications") all or any portion of Licensee's Facilities as Licensor may designate or identify, in its sole discretion, in the furtherance of Railroad's Use.

B. Upon any Modification of all or any portion of Licensee's Facilities to another location on Railroad Property, Licensor and Licensee shall execute a Supplemental Agreement to this Pipeline Agreement to document the Modification(s) to Licensee's Facilities on Railroad Property. If the Modifications result in Licensee's Facilities moving off of Railroad Property, this Agreement will terminate upon Licensee's completion of such Modification(s) and all requirements contained within the "TERMINATION; REMOVAL OF LICENSEE’S FACILITIES" Section of this Exhibit B. Any such Modification(s) off of Railroad Property will not release Licensee from any liability or other obligation of Licensee arising prior to and upon completion of any such Modifications to the Licensee's Facilities.

Section 9. RESTORATION OF RAILROAD PROPERTY.

In the event Licensee, in any manner moves or disturbs any property of Licensor in connection with the construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, or removal of Licensee's Facilities, then, Licensee shall, as soon as possible and at Licensee’s sole cost #2..
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Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 and expense, restore Licensor’s property to the same condition as the same were before such property was moved or disturbed.

Section 10. INDEMNITY.

A. Definitions. As used in this Section:

1. "Licensor" includes Licensor, its affiliates, its and their officers, directors, agents and employees, and other railroad companies using Railroad Property at or near the location of Licensee’s installation and their officers, directors, agents, and employees.

2. "Licensee" includes Licensee and its agents, contractors, subcontractors, subsubcontractors, employees, officers, and directors, or any other person or entity acting on its behalf or under its control.

3. "Loss" includes claims, suits, taxes, loss, damages (including punitive damages, statutory damages, and exemplary damages), costs, charges, assessments, judgments, settlements, liens, demands, actions, causes of action, fines, penalties, interest, and expenses of any nature, including court costs, reasonable attorneys’ fees and expenses, investigation costs, and appeal expenses.

B. Licensee shall release, defend, indemnify, and hold harmless Licensor from and against any and all Loss, even if groundless, fraudulent, or false, that directly or indirectly arises out of or is related to Licensee’s construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, removal, presence, use, or operation of Licensee's Facilities, including, but not limited to, any actual or alleged:

1. Bodily harm or personal injury (including any emotional injury or disease) to, or the death of, any person(s), including, but not limited to, Licensee, Licensor, any telecommunications company, or the agents, contractors, subcontractors, sub-subcontractors, or employees of the foregoing;

2. Damage to or the disturbance, loss, movement, or destruction of Railroad Property, including loss of use and diminution in value, including, but not limited to, any telecommunications system(s) or fiber optic cable(s) on or near Railroad Property, any property of Licensee or Licensor, or any property in the care, custody, or control of Licensee or Licensor;

3. Removal of person(s) from Railroad Property;

4. Any delays or interference with track or Railroad’s Use caused by Licensee's activity(ies) on Railroad Property, including without limitation the construction, maintenance, modification, reconstruction, repair, renewal, revision, relocation, or removal of Licensee's Facilities or any part thereof, any activities, labor, materials, equipment, or machinery in conjunction therewith;

5. Right(s) or interest(s) granted pursuant to this Agreement;

6. Contents escaping from Licensee's Facilities, including without limitation any actual or alleged pollution, contamination, breach, or environmental Loss;

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Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340

7. Licensee’s breach of this Agreement or failure to comply with its provisions, including, but not limited to, any violation or breach by Licensee of any representations and warranties Licensee has made in this Agreement; and

8. Violation by Licensee of any law, statute, ordinance, governmental administrative order, rule, or regulation, including without limitation all applicable Federal Railroad Administration regulations.

C. THE FOREGOING OBLIGATIONS SHALL APPLY TO THE FULLEST EXTENT

PERMITTED BY LAW FOR THE BENEFIT OF LICENSOR TO LOSSES CAUSED BY, ARISING

FROM, RELATING TO, OR RESULTING FROM, IN WHOLE OR IN PART, THE NEGLIGENCE OF

LICENSOR, AND SUCH NEGLIGENCE OF LICENSOR SHALL NOT LIMIT, DIMINISH, OR PRECLUDE LICENSEE’S OBLIGATIONS TO LICENSOR IN ANY RESPECT.

NOTWITHSTANDING THE FOREGOING, SUCH OBLIGATION TO INDEMNIFY LICENSOR

SHALL NOT APPLY TO THE EXTENT THE LOSS IS CAUSED BY THE SOLE, ACTIVE AND

DIRECT NEGLIGENCE, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT OF LICENSOR AS DETERMINED IN A FINAL JUDGMENT BY A COURT OF COMPETENT JURISDICTION.

Section 11. TERMINATION; REMOVAL OF LICENSEE'S FACILITIES.

A. If Licensee does not use the right herein granted on Licensee's Facilities for one (1) year, or if Licensee continues in default in the performance of any provision of this Agreement for a period of thirty (30) days after written notice from Licensor to Licensee specifying such default, Licensor may, at its sole discretion, terminate this Agreement by written notice to Licensee at the address listed in the "NOTICES" Article of this Agreement. This Agreement will not terminate until Licensee complies with Paragraphs "C" and "D" of this Section found below.

B. In addition to the provisions of Paragraph "A" above, this Agreement may be terminated by written notice given by either party, without cause, upon thirty (30) days written notice to the non-terminating party at the address listed in the "NOTICES" Article of this Agreement. This Agreement will not terminate until Licensee complies with Paragraphs "C" and "D" of this Section found below.

C. Prior to the effective date of any termination described in this Section, Licensee shall submit an application to Licensor's online Utility Contracts System at this link for Licensee's removal, or if applicable, abandonment in place of Licensee's Facilities located on Railroad Property ("Removal/Abandonment Work"). Upon the UP Engineering Representative's approval of Licensee's application for the Removal/Abandonment Work, Licensor and Licensee shall execute a separate consent document that will govern Licensee's performance of the Removal/Abandonment Work from those portions of Railroad Property not occupied by roadbed and/or trackage ("Consent Document"). Licensee shall then restore the impacted Railroad Property to the same or reasonably similar condition as it was prior to Licensee's installation of Licensee's Facilities. For purposes of this Section, Licensee's (i) performance of the Removal/Abandonment Work, and (ii) restoration work will hereinafter be collectively referred to as the "Restoration Work".

D. Following Licensee's completion of the Restoration Work, Licensee shall provide a written certification letter to Licensor at the address listed in the "NOTICES" Article of this Agreement which certifies that the Restoration Work has been completed in accordance with the Consent Document. Licensee shall report to governmental authorities, as required by law, and notify Licensor immediately if any environmental contamination is discovered during Licensee's performance of the Restoration Work. Upon discovery, the Licensee shall initiate any and all removal, remedial and restoration actions that are necessary to restore the property to its original, uncontaminated condition.

Licensee shall provide written certification to Licensor at the address listed in the "NOTICES" Article of this Agreement that environmental contamination has been remediated and the property has been #2..
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Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 restored in accordance with Licensor's requirements. Upon Licensor's receipt of Licensee's restoration completion certifications, this Agreement will terminate.

E. In the event that Licensee fails to complete any of the Restoration Work, Licensor may, but is not obligated, to perform the Restoration Work. Any such work actually performed by Licensor will be at the cost and expense of Licensee. In the event that Licensor performs any of the Restoration Work, Licensee shall release Licensor from any and all Loss (defined in the "INDEMNITY" Section of this Exhibit B) arising out of or related to Licensor's performance of the Restoration Work.

F. Termination of this Agreement for any reason will not affect any of rights or obligations of the parties which may have accrued, or liabilities or Loss (defined in the "INDEMNITY" Section of this Exhibit B), accrued or otherwise, which may have arisen prior to such termination. #2..
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Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340

EXHIBIT C

INSURANCE REQUIREMENTS
In accordance with Article 5 of this Agreement, Licensee shall (1) procure and maintain at its sole cost and expense, or (2) require its Contractor(s) to procure and maintain, at their sole cost and expense, the following insurance coverage:

A. Commercial General Liability Insurance. Commercial general liability (CGL) with a limit of not less than $2,000,000 each occurrence and an aggregate limit of not less than $4,000,000.

CGL insurance must be written on ISO occurrence form CG 00 01 12 04 (or a substitute form providing equivalent coverage).

The policy must also contain the following endorsement, WHICH MUST BE STATED ON THE CERTIFICATE OF INSURANCE:
• Contractual Liability Railroads ISO form CG 24 17 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific Railroad Company Property" as the Designated Job Site.

B. Business Automobile Coverage Insurance. Business auto coverage written on ISO form CA 00 01 10 01 (or a substitute form providing equivalent liability coverage) with a limit of not less $2,000,000 for each accident, and coverage must include liability arising out of any auto (including owned, hired, and non-owned autos).

The policy must contain the following endorsements, WHICH MUST BE STATED ON THE CERTIFICATE OF INSURANCE:
• "Coverage For Certain Operations In Connection With Railroads" ISO form CA 20 70 10 01 (or a substitute form providing equivalent coverage) showing "Union Pacific Railroad Company Property" as the Designated Job Site.

C. Workers' Compensation and Employers' Liability Insurance. Coverage must include but not be limited to:
• Licensee’s statutory liability under the workers' compensation laws of the state(s) affected by this Agreement.
• Employers' Liability (Part B) with limits of at least $500,000 each accident, $500,000 disease policy limit $500,000 each employee.

If Licensee is self-insured, evidence of state approval and excess workers' compensation coverage must be provided. Coverage must include liability arising out of the U. S. Longshoremen's and Harbor Workers' Act, the Jones Act, and the Outer Continental Shelf Land Act, if applicable.

D. Environmental Liability Insurance. Environmental Legal Liability Insurance (ELL) applicable to bodily injury, property damage, including loss of use of damaged property or of property that has not been physically injured or destroyed, cleanup costs, and defense, including costs and expenses incurred in the investigation, defense, or settlement of claims, or compliance with statute, all in connection with any loss arising from the insured’s performance under this Agreement. Except with respect to the limits of insurance, and any rights or duties specifically assigned to the first named insured, this insurance must apply as if each named insured were the only named insured; and separately to the additional insured against which claim is made or suit is brought. Coverage shall be maintained in an amount of at least $2,000,000 per loss, with an annual aggregate of at least $4,000,000.

Licensee warrants that any retroactive date applicable to ELL insurance coverage under the policy is the same as or precedes the Effective Date of this Agreement, and that continuous coverage #2..
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Union Pacific Railroad Real Estate 1400 Douglas Street Stop 1690 Omaha, Nebraska 68179-1690 fx. (402) 501-0340 will be maintained for a period of five (5) years beginning from the time the work under this Agreement is completed or if coverage is cancelled for any reason the policies extended discovery period, if any, will be exercised for the maximum time allowed.

E. Railroad Protective Liability Insurance. Licensee must maintain for the duration of work "Railroad Protective Liability" insurance written on ISO occurrence form CG 00 35 12 04 (or a substitute form providing equivalent coverage) on behalf of Licensor only as named insured, with a limit of not less than $2,000,000 per occurrence and an aggregate of $6,000,000. The definition of "JOB LOCATION" and "WORK" on the declaration page of the policy shall refer to this Agreement and shall describe all WORK or OPERATIONS performed under this Agreement. Notwithstanding the foregoing, Licensee does not need Railroad Protective Liability Insurance after its initial construction work is complete and all excess materials have been removed from Licensor's property; PROVIDED, however, that Licensee shall procure such coverage for any subsequent maintenance, repair, renewal, modification, reconstruction, or removal work on Licensee's Facilities.

F. Umbrella or Excess Insurance. If Licensee utilizes umbrella or excess policies, and these policies must "follow form" and afford no less coverage than the primary policy.

Other Requirements
G. All policy(ies) required above (except business automobile, workers' compensation and employers' liability) must include Licensor as "Additional Insured" using ISO Additional Insured Endorsement CG 20 26 (or substitute form(s) providing equivalent coverage). The coverage provided to Licensor as additional insured shall not be limited by Licensee’s liability under the indemnity provisions of this Agreement. BOTH LICENSOR AND LICENSEE EXPECT THAT LICENSOR

WILL BE PROVIDED WITH THE BROADEST POSSIBLE COVERAGE AVAILABLE BY OPERATION OF LAW UNDER ISO ADDITIONAL INSURED FORM CG 20 26.

H. Punitive damages exclusion, if any, must be deleted (and the deletion indicated on the certificate of insurance), unless (a) insurance coverage may not lawfully be obtained for any punitive damages that may arise under this Agreement, or (b) all punitive damages are prohibited by all states in which this Agreement will be performed.

I. Licensee waives all rights of recovery, and its insurers also waive all rights of subrogation of damages against Licensor and its agents, officers, directors and employees for damages covered by the workers' compensation and employers' liability or commercial umbrella or excess liability obtained by Licensee required in this Agreement, where permitted by law. This waiver must be stated on the certificate of insurance.

J. All insurance policies must be written by a reputable insurance company acceptable to Licensor or with a current Best's Insurance Guide Rating of A- and Class VII or better, and authorized to do business in the state(s) in which the work is to be performed.

K. The fact that insurance is obtained by Licensee will not be deemed to release or diminish the liability of Licensee, including, without limitation, liability under the indemnity provisions of this Agreement. Damages recoverable by Licensor from Licensee or any third party will not be limited by the amount of the required insurance coverage. #2..
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JOINT USE AGREEMENT (Cont.)
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J.U.A. NO. 01
STATE OF CALIFORNIA • DEPARTMENT OF TRANSPORTATION Space above this line for Recorder's Use

JOINT USE AGREEMENT
City of Modesto
Tuolumne Boulevard (Between SR 99 and 7th Street)
Document No. 01
THIS AGREEMENT, entered into this 10th day of March, 2023, by and between Pacific Bell Telephone Company d/b/a AT&T California, hereinafter called "OWNER", and the CITY OF MODESTO, acting by and through its Public Works Department, hereinafter called "CITY".

WITNESSETH
WHEREAS, OWNER is a communications company that has underground and overhead facilities in the City of Modesto area, and the OWNER has underground conduits, manholes, wires, cables, fixtures and appurtenances located near and crossing the area of the 7th Street Bridge over the Tuolumne River; and
WHEREAS, OWNER owns and is in possession of certain easements for underground conduit and related facilities in the area between Tuolumne Boulevard and the Tuolumne River more specifically where an underground fiberoptic line is west of 7th Street approximately parallel to Tuolumne Boulevard which then turns southwest and curves along the southern Tuolumne Boulevard right of way line, hereinafter referred to as "OWNER’S easements", and WHEREAS, CITY is in possession of certain lands for roadway purposes in the vicinity of 7th Street and Tuolumne Boulevard, hereinafter referred to as "roadway right of way", which said roadway right of way is subject to OWNER’S easement; and WHEREAS, OWNER’S facilities on said roadway right of way will interfere with or obstruct the construction, reconstruction, maintenance or use of said roadway, and CITY desires to eliminate such interference or obstruction.
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J.U.A. NO. 01
NOW, THEREFORE, OWNER and CITY hereby mutually agree as follows:

1. The location of OWNER’S easement so far as it now lies within said right of way be and it hereby is changed to the strip of land within said right of way hereinafter referred to as "new location", described in Exhibit “A”.

2. OWNER will rearrange, relocate or reconstruct within said new location any of OWNER’S facilities now installed pursuant to OWNER’S easement within said roadway right of way and OWNER does hereby surrender and quitclaim to the CITY all of OWNER’S right, title and interest under and by virtue of OWNER’S easement in the old location within said roadway right of way and not included in said new location.

OWNER hereby consents to the construction, reconstruction, maintenance or use by CITY of a roadway over, along and upon OWNER’S easement both in the old location and in the new location within said roadway right of way upon and subject to the terms and conditions herein contained.

3. CITY acknowledges OWNER’S title to OWNER’S easement in said new location and priority of OWNER’S title over the title of CITY therein. OWNER has and reserves the right and easement to use, in common with the public's use of said roadway, said new location for all of the purposes for which OWNER’S easement was acquired, without need for any further permit or permission from CITY. Except in emergencies, OWNER shall obtain a no-fee encroachment permit, to be issued within 24 hours of application, to give reasonable notice to CITY before performing any work on OWNER’S facilities in said new location where such work will be performed in, on or over the traveled way or improved shoulders of said roadway or will obstruct traffic. In all cases, OWNER shall make adequate provision for the protection of the traveling public.

4. In the event that the future use of said roadway right of way shall at any time or times necessitate a rearrangement, relocation, reconstruction or removal of any of OWNER’S facilities then existing in said new location, the CITY shall notify OWNER in writing of such necessity and agree to fund OWNER in advance for its costs incurred in complying with such notice. OWNER will provide CITY with plans of its proposed rearrangement and an estimate of the cost thereof and, upon approval of such plans by CITY, OWNER will promptly proceed to effect such rearrangement, relocation, reconstruction or removal. OWNER shall make adequate provisions for the protection of the traveling public. No further permit or permission from CITY for such rearrangement shall be required and CITY will (1) enter into a Joint Use Agreement on the same terms and conditions as are herein set forth covering any such subsequent relocation of OWNER’S facilities within said roadway right of way, (2) provide executed document(s) granting to OWNER good and sufficient easement outside of the roadway right of way if necessary to replace OWNER’S easement or any part thereof, and (3) fund OWNER for any costs which it may be required to expend to acquire such easement, provided it is mutually agreed in writing that OWNER shall acquire such easement.
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J.U.A. NO. 01

5. Except as expressly set forth herein, this Agreement shall not in any way alter, modify or terminate any provision of OWNER’S easement. Both CITY and OWNER shall use said new location in such a manner as not to interfere unreasonably with the rights of the other. Nothing herein contained shall be construed as a release or waiver of any claim for compensation or damages which OWNER or CITY may now have or may hereafter acquire resulting from the construction of additional facilities or the alteration of existing facilities by either CITY or OWNER in such a manner as to cause an unreasonable interference with the use of said new location by the other party.

6. This Agreement shall inure to the benefit of and be binding upon the successors and assigns of both parties.
(SIGNATURE PAGE IMMEDIATELY FOLLOWS)
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J.U.A. NO. 01
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed in duplicate by their respective officials thereunto duly authorized.

RECOMMENDED FOR APPROVAL: OWNER:

PACIFIC BELL TELELPHONE COMPANY D/B/A

AT&T CALIFORNIA
Alyssa Nishikawa James Jelley
Utility Coordinator
By
CITY OF MODESTO, a municipal corporation
By ___________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:

By ___________________________
DIANE NAYARES-PEREZ, City Clerk
APPROVED AS TO FORM:

By ________________________________
JOSE SANCHEZ, City Attorney
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AT&T CONDUIT JOINT USE AGREEMENT EXHIBIT A #2..
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CITY OF MODESTO

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 3, 2023
Date: March 15, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Jessica Hill, Interim Director of Community and Economic Development SUBJECT: Adoption of the Bylaws for the Measure L Citizens’ Transportation Sales Tax Commission
CONTACT: Toby Wells, City Engineer, [email protected], (209) 571-5542 DESCRIPTION:

Consider recommending adoption of the Bylaws for the Measure L Citizens’ Transportation Sales Tax Commission and forwarding to Council for approval. (Funding Source: Not Applicable)
STRATEGIC PLAN ELEMENT:

This action is consistent with the Council’s 2020-2025 Strategic Plan Goal D, Ensure Safe, Efficient and Reliable Infrastructure.

BACKGROUND:

In November of 2016, Stanislaus County voters approved a county-wide, 25-year, half-cent sales tax increase known as Measure L. The tax increase went into effect on April 1, 2017 and the City began receiving quarterly payments commencing in July, 2017. As stated on the ballot put before the voters, Measure L funds are to “provide funding for local transportation improvements including: fixing potholes/maintaining streets; improving emergency response; providing safe routes to schools; providing senior, veterans and disabled shuttle services; and improving safety/reducing traffic congestion on Highway 99/major streets.” The specific question put before voters was:
“[S]hall the Stanislaus County Transportation Authority enact a ½ cent sales tax generating $38,000,000 annually for transportation projects, funds that cannot be taken by the State, requiring all money be spent in Stanislaus County with citizens’ oversight for 25 years?”
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Economic Development Committee, April 3, 2023
Adoption of the Bylaws for the Measure L Citizens’ Transportation Sales Tax Commission

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Further, as part of the impartial analysis for Measure L provided by the Stanislaus County Counsel, it was noted that Measure L creates an “Oversight Committee to review and monitor use of all tax revenue and to ensure that all funds are spent in accordance with the Expenditure Plan.” The ballot materials that were before the voters, stated that the functions of the Oversight Committee were to “review and monitor use of all tax revenue and to ensure that all funds are spent in accordance with [StanCOG’s] Expenditure Plan.” StanCOG adopted Ordinance #16-01 on June 22, 2016. This ordinance, known as the “Measure L: Local Roads First Transportation Funding Measure” established and implemented a retail transaction and use tax. Section 18 of Ordinance #16-01 established a Measure L Oversight Committee. Pursuant to the StanCOG Ordinance, this Committee “is responsible for oversight of the proper use of sales tax funds and implementation of the programs and projects set forth in the Expenditure Plan and making recommendations to the Board of the Authority.” The Committee is made up of one representative from Stanislaus County and one from each of the nine cities within Stanislaus County, including a representative from the City of Modesto.

On October 4, 2016, Council approved Ordinance No. 3656-C.S. adding Chapter 10 to Title 8 of the Modesto Municipal Code to establish a Citizens’ Transportation Sales Tax Commission (Commission). The Commission was established for the purpose of providing oversight of the collection and spending of tax revenue from any local transportation sales tax specifically focused on the Modesto projects and spending.

On August 2, 2017, by Resolution 2017-291, Council appointed the initial nine members to the Commission. On September 5, 2017, by Resolution 2017-331, Council appointed the remaining two members to constitute the full Commission pursuant to Ordinance No. 3656-C.S.

The first Commission meeting was held on October 26, 2017, with the selection of the Chair and Vice Chair. Over the course of several Commission meetings in late 2017 and early 2018, the Commission discussed and proposed Bylaws for consideration by the City Council. On the June 7, 2018 Commission meeting, the final revisions to the Bylaws were made and the Commission recommended forwarding the Bylaws to City Council for approval.

At the August 14, 2018 City Council meeting, the Bylaws were presented to the Council for approval. Council did not approve the bylaws but rather made the motion to continue the item to a future Council meeting with a revised Ordinance and revised Bylaws to emulate those of StanCOG’s Measure L Oversight Committee.

On September 4, 2018, Council rejected the staff recommendation and created an Ad Hoc Committee of three Council members to have comprehensive discussion with the Citizens’ Transportation Sales Tax Commission members, while working with the Commission and staff, on various subject matters that include projects to be delivered expeditiously. The efforts of the Ad Hoc Committee did not reach consensus and no further action was considered by the Commission or Council regarding the Bylaws.

There are currently eight members of the Commission with three vacancies. The potential reappointment and filling of the vacancies will be considered by the Appointments Committee and Council by separate action in the next month.
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Economic Development Committee, April 3, 2023
Adoption of the Bylaws for the Measure L Citizens’ Transportation Sales Tax Commission

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DISCUSSION:

Commission has continued to meet and conduct business consistent with Ordinance No. 3656- C.S., but without adopted Bylaws. In 2022, the Commission inquired regarding the status of the Bylaws and whether it would be appropriate to bring the item to Council for further consideration.

The original draft Bylaws from August 14, 2018 were reviewed by staff and the Commission. A large portion of the Bylaws repeat verbatim the language in Ordinance No 3656-C.S., however the Bylaws do provide additional guidance on the structure, meeting frequency, and terms of the Commission members.

On March 2, the Commission recommended approval of the original draft Bylaws with proposed changes as shown on the attached redline version. The changes reflect the actual practice for the frequency of meetings to occur at least quarterly, reflect the general address of the meeting location, and add a provision for term limits for serving on the Commission.

FISCAL IMPACT:

There is no fiscal impact associated with approving the proposed Bylaws for the Measure L Citizens’ Transportation Sales Tax Commission.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Motion recommending adoption of the Bylaws for the Measure L Citizens’ Transportation Sales Tax Commission and forwarding to Council for approval.

Approved by:

Jessica Hill, Interim Director of CEDD
Joseph P. Lopez, City Manager
Attachments:

1. Draft Bylaws redline

2. Draft Bylaws
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CITIZENS' TRANSPORTATION SALES TAX COMMISSION
BYLAWS
(Approved by City Council: Date, Resolution No. 202318-XXX) Discussion Draft Only
Not Intended for Final Adoption
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Article I. Definitions
Section 1.01 The City Council established a Commission known and designed as the Citizens’ Transportation Sales Tax Commission.

Section 1.02 As used in these Bylaws, unless a different meaning clearly appears from the context:
(a) “Member” shall mean a member of the Citizens’ Transportation Sales Tax Commission.
(b) “Commission” shall mean the Citizens’ Transportation Sales Tax Commission.

Article II. Duties
Section 2.01 Pursuant to MMC 8-10.101(a):
“A Citizen’s Transportation Sales Tax Commission, hereinafter “Commission,” is hereby established for the purpose of providing oversight of the collection and spending of tax revenue from any local transportation sales tax. For purposes of this chapter, a “local transportation sales tax” is defined as a sales tax imposed on City residents for purposes of generating funds to specifically fund the City’s transportation plan; any local tax used to fund general services in the City is not a “local transportation sales tax.” The first such Commission shall be appointed by the Council no later than ninety (90) days from the effective date of the passage of any local dedicated tax imposed for transportation purposes. The
Commission shall regularly meet and make recommendations to the Council to provide oversight of any transportation tax then in effect.”
Section 2.02 Pursuant to MMC 8-10.101 (b):
“The duties of the Commission shall include, but not be limited to, the following:
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(1) Reviewing the annual work plan and priorities for revenue derived from any transportation sales tax then in effect; (2) Analyzing and commenting on any proposed items in the City budget that would lessen the City'’s its commitment to road and street funding from sources of revenue other than any transportation sales tax then in effect;
(3) Reviewing any policies, standards or similar measures that the City uses to set priorities for where revenues from any transportation sales tax then in effect are to be spent; (4) Reviewing any proposals for the City to use bond or similar financing secured by revenues from any transportation sales tax then in effect;
(5) Reviewing any policies, standards or similar measures that the City uses to determine whether work funded by the tax shall be done “in-house” or through outside contracts; and, (6) Reviewing any other matter the Council deems appropriate related to any local transportation sales tax. The Council shall appropriate adequate funds for the work of the Commission.” Article III. Membership of Commission
Section 3.01 Pursuant to MMC 8-10.102:
“The Commission shall consist of eleven (11) qualified electors residing within the City and shall be appointed by the City Council by resolution pursuant to the provisions below:
(a) Strong consideration shall be given to composing the Commission of:
(1) Two (2) members from any bona fide local taxpayer’s association with tax-exempt status under the relevant
provisions of the Internal Revenue Code;
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(2) One (1) member from any bona fide local nonpartisan political organization, with tax-exempt status under
Section 501(c)(3) of the Internal Revenue Code,
dedicated to encouraging informed and active
participation in government;
(3) Two (2) members from bona fide Modesto
Neighborhood Associations or organizations with
similar purposes with tax-exempt status under Section
501(c)(3) of the Internal Revenue Code;
(4) One (1) member from any bona fide association
representing business such as a chamber of
commerce;
(5) One (1) member from a large business located in the City;
(6) One (1) member from a small business located in the City;
(7) Two (2) members from a bona fide labor union with
members residing in the City; and,
(8) One (1) member from a former Stanislaus County Civil Grand Jury who has served in that role within the
previous five (5) years of his or her appointment.”
(b) No member of the Commission shall be a relative by blood or marriage within the second degree of the Mayor, a member of the Council, any Charter officer, or any department head or deputy department head.
(c) No member of the Commission shall be an employee of the City nor any bargaining unit for employees of the City, nor be a person who receives compensation from the City or from bargaining units of the City in any manner, including
retirement benefits.
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(d) No member of the Commission shall be a lobbyist or other person with business before the City that represents an economic interest in excess of the limit for material financial effect as established by state law.
(e) Members of the Commission shall serve without
compensation.
(f) One-half of the Commissioners for the Commission in 2017 shall be appointed to two year terms and one-half shall be appointed to four year terms. Thereafter, each
Commissioner shall be appointed to a four year term unless the appointment is to fill a vacancy.

Section 3.02 All Members must complete a Statement of Economic Interest (Form 700) and AB 1234 ethics training by April 1 of each year and when assuming or leaving Commission membership.

Article IV. Terms of Office
Section 4.01 Pursuant to MMC 8-10.102(f):No Commissioner shall serve more than two consecutive four year terms on the Commission.
“One-half of the Commissioners for the Commission in 2017 shall be appointed to two year terms and one-half shall be appointed to four year terms. Thereafter, each Commissioner shall be appointed to a four year term unless the appointment is to fill a vacancy.” Article V. Attendance at Meetings
Section 5.01 Timely attendance at meetings is expected and necessary to carry out the mission of the Commission. It shall be the responsibility of each Member to know the dates and times of all Commission meetings. If a Member knows he or she will not be able to attend a regularly scheduled meeting, it shall be his or her responsibility to notice the Commission Secretary at least forty-eight (48) hours in advance of the meeting, in order for the absence to be recorded as an excused absence. #3..
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Section 5.02 The minutes of each meeting will list those Members in attendance, those who are excused and those who are unexcused.

Article VI. Officers and Their Duties
Section 6.01 The Commission shall elect from among its membership a Chairperson, and a Vice Chairperson. The term of office shall be one year.

Section 6.02 All officers shall exercise all privileges of membership, including the making of motions, seconding and debate.

Section 6.03 The Chairperson shall preside at all meetings, shall appoint, with the consent of the Commission, all ad-hoc Commissions, and shall ensure that the bylaws, rules and regulations as adopted by the Commission are properly enforced.

Section 6.04 The Vice Chairperson shall assist the Chairperson in his/her duties and in the absence of the Chairperson shall perform all duties usually performed by the Chairperson.

Section 6.05 The Commission Secretary shall be a City staff member, appointed by the Community & Economic Development Department, to serve as secretary to the Commission. The Commission Secretary shall keep a record of the minutes of all Commission meetings and such other duties as are usually performed by a secretary. An audio recording shall be made at all meetings, retained pursuant to the City’s record retention policies, and shall be made available to all Commissioners by request.

Article VII. Meetings
Section 7.01 Regular meetings of the Commission shall be held not less than at least quarterly, on the first Thursday of every month at 5:00 p.m. in conference room 2005,at Tenth Street Place, 1010 Tenth Street Modesto, California.

Section 7.02 Special meetings shall be called by the Chairperson as necessary, in consultation and coordination with the Commission Secretary.

Section 7.03 Meetings may be cancelled by agreement of the Chairperson and Vice Chairperson in coordination with the Commission Secretary. #3..
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Section 7.04 Notices of all meetings, including agendas, shall be given to all Members of the Commission, to the City Clerk, to the City Manager, and to all others as provided by law.

Section 7.05 All meeting agendas will be posted at Tenth Street Place.

Section 7.06 All meetings shall comply with the requirements of the Ralph M. Brown Act.

Section 7.07 A quorum is necessary for the Commission to transact any business. A quorum is six (6) members.

Section 7.08 All meetings of the Commission shall be open to the public and shall be held at a public facility, which is accessible in accordance with the regulations of the Americans with Disabilities Act.

Article VIII. Order of Proceedings
Section 8.01 The Standard Code of Parliamentary Procedure shall be the guide for the parliamentary procedures in the conduct of Commission meetings.

Section 8.02 The order of proceedings of all meetings shall be as follows, subject to majority vote of the members present:
(a) Roll Call
(b) Declaration of Conflict of Interest
(c) Public Comment Period
(d) Consent Items
(e) Old Business
(f) New Business
(g) Commission Comments & Reports
(h) Matters Too Late For the Agenda
(i) Adjournment
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Article IX. Amendments
Section 9.01 The Bylaws and any future amendments shall be subject to the approval of the City Council and shall not and are not intended to go beyond any of the powers and duties given to the Commission by the City Council nor contradict MMC 8-

10. 2981909.4
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CITIZENS' TRANSPORTATION SALES TAX COMMISSION
BYLAWS
(Approved by City Council: Date, Resolution No. 2023-XXX) #3..
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Article I. Definitions
Section 1.01 The City Council established a Commission known and designed as the Citizens’ Transportation Sales Tax Commission.

Article II. Duties
Section 2.01 Pursuant to MMC 8-10.101(a):
“A Citizen’s Transportation Sales Tax Commission, hereinafter “Commission,” is hereby established for the purpose of providing oversight of the collection and spending of tax revenue from any local transportation sales tax. For purposes of this chapter, a “local transportation sales tax” is defined as a sales tax imposed on City residents for purposes of generating funds to specifically fund the City’s transportation plan; any local tax used to fund general services in the City is not a “local transportation sales tax.” The first such Commission shall be appointed by the Council no later than ninety (90) days from the effective date of the passage of any local dedicated tax imposed for transportation purposes. The Commission shall regularly meet and make recommendations to the Council to provide oversight of any transportation tax then in effect.” Section 2.02 Pursuant to MMC 8-10.101 (b):
“The duties of the Commission shall include, but not be limited to, the following:
(1) Reviewing the annual work plan and priorities for revenue derived from any transportation sales tax then in effect; #3..
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(2) Analyzing and commenting on any proposed items in the City budget that would lessen the City’s its commitment to road and street funding from sources of revenue other than any transportation sales tax then in effect;
(3) Reviewing any policies, standards or similar measures that the City uses to set priorities for where revenues from any transportation sales tax then in effect are to be spent; (4) Reviewing any proposals for the City to use bond or similar financing secured by revenues from any transportation sales tax then in effect;
(5) Reviewing any policies, standards or similar measures that the City uses to determine whether work funded by the tax shall be done “in-house” or through outside contracts; and,
(6) Reviewing any other matter the Council deems appropriate related to any local transportation sales tax. The Council shall appropriate adequate funds for the work of the Commission.” Article III. Membership of Commission
Section 3.01 Pursuant to MMC 8-10.102:
“The Commission shall consist of eleven (11) qualified electors residing within the City and shall be appointed by the City Council by resolution pursuant to the provisions below:
(a) Strong consideration shall be given to composing the Commission of:
(1) Two (2) members from any bona fide local taxpayer’s association with tax-exempt status under the relevant
provisions of the Internal Revenue Code;
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(2) One (1) member from any bona fide local nonpartisan political organization, with tax-exempt status under
Section 501(c)(3) of the Internal Revenue Code,
dedicated to encouraging informed and active
participation in government;
(3) Two (2) members from bona fide Modesto
Neighborhood Associations or organizations with
similar purposes with tax-exempt status under Section
501(c)(3) of the Internal Revenue Code;
(4) One (1) member from any bona fide association
representing business such as a chamber of commerce;
(5) One (1) member from a large business located in the City;
(6) One (1) member from a small business located in the City;
(7) Two (2) members from a bona fide labor union with
members residing in the City; and,
(8) One (1) member from a former Stanislaus County Civil Grand Jury who has served in that role within the
previous five (5) years of his or her appointment.”
(b) No member of the Commission shall be a relative by blood or marriage within the second degree of the Mayor, a member of the Council, any Charter officer, or any department head or deputy department head.
(c) No member of the Commission shall be an employee of the City nor any bargaining unit for employees of the City, nor be a person who receives compensation from the City or from bargaining units of the City in any manner, including
retirement benefits.
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(d) No member of the Commission shall be a lobbyist or other person with business before the City that represents an economic interest in excess of the limit for material financial effect as established by state law.
(e) Members of the Commission shall serve without
compensation.
(f) One-half of the Commissioners for the Commission in 2017 shall be appointed to two year terms and one-half shall be appointed to four year terms. Thereafter, each Commissioner shall be appointed to a four year term unless the appointment is to fill a vacancy.

Section 3.02 All Members must complete a Statement of Economic Interest (Form 700) and AB 1234 ethics training by April 1 of each year and when assuming or leaving Commission membership.

Article IV. Terms of Office
No Commissioner shall serve more than two consecutive four year terms on the Commission.

Article V. Attendance at Meetings
Section 5.01 Timely attendance at meetings is expected and necessary to carry out the mission of the Commission. It shall be the responsibility of each Member to know the dates and times of all Commission meetings. If a Member knows he or she will not be able to attend a regularly scheduled meeting, it shall be his or her responsibility to notice the Commission Secretary at least forty-eight (48) hours in advance of the meeting, in order for the absence to be recorded as an excused absence.

Section 5.02 The minutes of each meeting will list those Members in attendance, those who are excused and those who are unexcused.
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Article VI. Officers and Their Duties
Section 6.01 The Commission shall elect from among its membership a Chairperson, and a Vice Chairperson. The term of office shall be one year.

Section 6.02 All officers shall exercise all privileges of membership, including the making of motions, seconding and debate.

Section 6.04 The Vice Chairperson shall assist the Chairperson in his/her duties and in the absence of the Chairperson shall perform all duties usually performed by the Chairperson.

Article VII. Meetings
Section 7.01 Regular meetings of the Commission shall be held not less than at least quarterly, at Tenth Street Place, 1010 Tenth Street Modesto, California.

Section 7.02 Special meetings shall be called by the Chairperson as necessary, in consultation and coordination with the Commission Secretary.

Section 7.03 Meetings may be cancelled by agreement of the Chairperson and Vice Chairperson in coordination with the Commission Secretary.

Section 7.04 Notices of all meetings, including agendas, shall be given to all Members of the Commission, to the City Clerk, to the City Manager, and to all others as provided by law.
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Section 7.05 All meeting agendas will be posted at Tenth Street Place.

Section 7.06 All meetings shall comply with the requirements of the Ralph M. Brown Act.

Section 7.07 A quorum is necessary for the Commission to transact any business. A quorum is six (6) members.

Article VIII. Order of Proceedings
Section 8.01 The Standard Code of Parliamentary Procedure shall be the guide for the parliamentary procedures in the conduct of Commission meetings.

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CITY OF MODESTO

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 3, 2023
Date: March 2, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Accept the Install Video Detection Cameras Project as Complete CONTACT: Mark G. Murphy, Traffic Engineer, [email protected], 209-577-5431 DESCRIPTION:

Consider accepting the Install Video Detection Cameras Project as complete and forwarding to Council for approval. (Funding Sources: Congestion Mitigation and Air Quality) STRATEGIC PLAN ELEMENT:

This item is consistent with Council’s Strategic Commitment Area of Focus: “Quality of Life Goals and Strategies”; engage partners across the community to ensure the safety, resilience, and attractiveness of Modesto; Goal D: “Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts.” BACKGROUND:

In May of 2020, the City of Modesto applied for Congestion Mitigation and Air Quality (CMAQ) funds to install Video Detection Cameras. The City of Modesto received the CMAQ funds and created a project to purchase video detection cameras. This project is part of the Modesto Traffic Signal System Master Plan approved by Council on January 28, 2020, by Resolution 2020-056.

The Modesto Traffic Signal System Master Plan details a roadmap for the City of Modesto over the next 12 years to improve its existing traffic signal system infrastructure. City of Modesto staff coordinated with the California Department of Transportation (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 digital IP addressable video detection cameras. These cameras not only detect vehicles, but also bicycles and pedestrians. Additionally, the cameras provide data information #4..
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Economic Development Committee, April 3, 2023
Accept the Install Video Detection Cameras Project as Complete

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valuable to the operation and communication of each signal, such as vehicle/bike/pedestrian recognition.

To ensure consistency, compatibility and efficiency, Council approved on April 6, 2021, by Resolution No. 2021-105 established a two-year agreement with two one-year extensions to Iteris Inc. for video detection cameras to use at all intersections throughout the City. This initial purchase was for 23 intersections (84 Cameras), with the City of Modesto anticipating purchasing additional video detection cameras as funds become available. In the past, the City of Modesto has had multiple vendors for camera and loop detection systems, which has caused challenges for staff to maintain.

The City’s primary vehicle detection technology is inductive loops (wiring) buried in the pavement. This in-pavement installation is problematic when construction is necessary and when maintenance or repairs are needed. To address these issues, the City has elected to standardize the video detection technology being deployed at signalized intersections. This technology has evolved over the last several years to support the individualized detection of motor vehicles, bicycles and pedestrians on a lane-by-lane basis at the stop bar, as well as a few hundred feet in advance of the intersection. The technology has also evolved as a tool for continuous data collection, in addition to its main function of providing traffic detection. Video detection systems today can collect, aggregate, and summarize Average Annual Daily Traffic (ADT) approach counts, intersection turning movement counts, and bicycle/pedestrian approach counts. The city will also utilize the video detection cameras to monitor traffic and integrate with the Police Department’s crime center. This technology allows staff to monitor traffic flow patterns and adjust signal timing to improve traffic flow.

After months of testing several different detection systems, Iteris’ Vantage Vector Camera with NEXT System1 has been chosen by the City of Modesto Traffic Electrical and Engineering Divisions as the best all-around product for the City’s needs. At the time of determination, it was the only camera system to track not only vehicles, but also distinguishes both pedestrians and bicycles. To date, the Iteris cameras remain the only cameras that can detect pedestrians, integrate with Genotec police software, red light hold capability, and integrate with the City’s traffic management software. The City of Modesto currently has Iteris cameras at approximately 80 intersections representing over $1,560,000 already invested in this technology.

As a result, the Traffic Division has chosen to utilize Iteris cameras and NEXT detection system in order to standardize systems throughout the city. This standardization will significantly aid the work of electrical crews responsible for maintenance or system modification.

DISCUSSION:

This project is Phase 2 of a multi-phase approach, and as funds become available, staff will continue to apply for CMAQ or other funds until all traffic signals have video detection. This project procured 84 cameras at 23 signalized intersections throughout the City of Modesto, while City staff provided the installation.
1 https://www.iteris.com/oursolutions/traffic-detection/vantagenext #4..
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Economic Development Committee, April 3, 2023
Accept the Install Video Detection Cameras Project as Complete

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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 $512,698, which included all procurement costs. The total project amount originally budgeted was $550,000. The project was funded by the CMAQ grant. 101244 – Public Works – “Install Video Detection Cameras” PROJECT EXPENDITURES:

Purchase 100.0% $512,698
TOTAL EXPENDITURES: $512,698
Percentages shown are based on percentages of total expenditures.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion accepting the Install Video Detection Cameras 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

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 3, 2023
Date: February 14, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Safe Streets and Roads for All Grant
CONTACT: Mark G. Murphy, Traffic Engineer, [email protected], 209-577-5431 DESCRIPTION:

Consider accepting Grant Funds for a Safe Streets and Roads for All Grant to create an Action Plan to Analyze Roadway Accidents and forwarding to Council for approval. (Funding Source:

Safe Streets for All Grant and Local Measure L)
STRATEGIC PLAN ELEMENT:

This item is consistent with Council’s Strategic Commitment Area of Focus: “Quality of Life Goals and Strategies”; engage partners across the community to ensure the safety, resilience, and attractiveness of Modesto; Goal A: “Improve community safety and quality of life through a combination of prevention and intervention efforts that address safety and it’s underlying issues.”
BACKGROUND:

The Bipartisan Infrastructure Law1 (BIL) established a new Safe Streets and Roads for All (SS4A) Grant program with $5 billion in appropriated funds over the next five years. In fiscal year 2022 (FY22), up to $1 billion is available. The SS4A program funds regional, local, and Tribal initiatives through grants to prevent roadway deaths and serious injuries. The primary goal of the SS4A grants is to improve roadway safety by supporting communities in developing comprehensive safety action plans based on a “Safe System Approach”, and implementing projects and strategies that significantly reduce or eliminate transportation-related fatalities and 1 https://www.fhwa.dot.gov/bipartisan-infrastructure-law/ #5..
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Safe Streets and Roads for All Grant

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serious injuries involving pedestrians, bicyclists, public transportation, commercial vehicle operators, and motorists.

DISCUSSION:

The City of Modesto’s (City) Traffic Engineering Division applied for this grant as approved by Council at the September 13, 2022 meeting by Resolution No. 2022-381. The SS4A grant will allow staff to utilize safety metrics to analyze roadway accidents within the City and help fund improvement projects with the ongoing traffic safety concerns.

SS4A funding received as part of this action plan grant will be used to update an existing Local Road Safety Plan into a comprehensive action plan to address Modesto’s ongoing roadway safety issues. This plan will include a leadership commitment from the mayor and a safety task force made up of a diverse group of individuals including citizens, engineers, law enforcement, neighborhood associations, school district officials, and public engagement stakeholders. The plan will also provide a detailed data driven approach to safety analysis by using crash-based data analysis & mapping with a focus on locations where a fatality or serious injury has occurred or where the data indicates one could occur in the future. The plan will also analyze crash data disparities by economic, racial factors, and using safety analysis to identify areas of risk which are underrepresented in the crash data due to underreporting. The City would also use a data driven approach to engagement and collaboration by using community near miss reporting tools to identify risks which are not yet present in the crash data in a data driven and systemic level.

Staff will also incorporate review of current standards and policies, particularly those around neighborhood traffic calming, speed reduction, enforcement technology, and signalization technology to improve transportation safety. The plan intends to use Safety Analytics information to inform more comprehensive project planning in preparation for an implementation grant in the future.

After Council approval, this action will allow staff to accept payment, amend the annual budget, and authorize the City Manager or his designee to execute all related grant documents.

FISCAL IMPACT:

The City was granted $1,000,000 from the SS4A grant program which requires a 20% match by the receiving agency. The City’s 20% match is $200,000 for the SS4A funds for a project total of $1,200,000. The match funding requirement will come from available Measure L Funding in the Traffic Management category. The budget for the grant and local match funding will be budgeted in Project 101482.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion approving acceptance of the SS4A $1,000,000 Grant and using Measure L or Surface Transportation funds as the City’s 20%, $200,000 match portion of the grant funds received for a project total of $1,200,000, and authorizing the City Manager, or his designee, to execute all related grant documents, and forwarding to Council for approval. #5..
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Economic Development Committee, April 4, 2023
Safe Streets and Roads for All Grant

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Approved by:

Bill Sandhu, Director of Public Works
Joseph P. Lopez, City Manager
Attachments:

1. Resolution 2022-381
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09/13/2022/PW/SCollins/Item 23 1 2022-381

MODESTO CITY COUNCIL
RESOLUTION NO. 2022-381

RESOLUTION AUTHORIZING STAFF TO APPLY FOR THE SAFE STREETS

AND ROADS FOR ALL GRANT, STRENGTHENING MOBILITY AND

REVOLUTIONIZING TRANSPORTATION GRANT, AND APPLY FOR ANY

FUTURE RELATED GRANTS
WHEREAS, the Bipartisan Infrastructure Law1 (BIL) established a new Safe Streets and Roads for All (SS4A) Grant program with $5 billion in appropriated funds over the next five years; and
WHEREAS, the primary goal of the SS4A grants is to improve roadway safety by supporting communities in developing comprehensive safety action plans based on a “Safe System Approach”, and implementing projects and strategies that significantly reduce or eliminate transportation-related fatalities and serious injuries involving pedestrians, bicyclists, public transportation, commercial vehicle operators, and motorists; and
WHEREAS, in fiscal year 2022 (FY22), up to $1 billion is available; and WHEREAS, the BIL also established the Strengthening Mobility and Revolutionizing Transportation (SMART) discretionary grant program with $100 million appropriated annually for fiscal years (FY) 2022-2026; and WHEREAS, the SMART program was established to provide grants to eligible public sector agencies to conduct demonstration projects focused on advanced smart community technologies and systems in order to improve transportation efficiency and safety; and
WHEREAS, the SMART Grants Program is divided into two stages; and 1 https://www.fhwa.dot.gov/bipartisan-infrastructure-law/ #5..
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09/13/2022/PW/SCollins/Item 23 2 2022-381
WHEREAS, during Stage 1, public sector project leaders can build internal buyin and partnerships with public, private, academic, nonprofit, and community organizations and community networks to refine and prototype their concepts as well as report on results; and
WHEREAS, Stage 2 will provide funding for projects that are designed to result in a scaled-up demonstration of the concept, integrating it with the existing transportation system, and refining the concept such that it could be replicated by others; and WHEREAS, United States Department of Transportation (USDOT) expects that only recipients of Stage 1: Planning and Prototyping Grants will be eligible for Stage 2:

Implementation Grants in the following fiscal year; and WHEREAS, for the FY22 funding opportunity, USDOT expects to award 30 to 50 Stage 1 grants.

NOW, THEREFORE BE IT RESOLVED, by the Council of the City of Modesto that it hereby authorizes staff to apply for the Safe Streets and Roads for All Grant and Strengthening Mobility and Revolutionizing Transportation Grant.

BE IT FURTHER RESOLVED, by the Council of the City of Modesto that it hereby authorizes staff to apply for any future related Grants. #5..
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CITY OF MODESTO

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 3, 2023
Date: March 7, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Sole Source Purchase Agreement with Envirogen for Grayson Wells Treatment System
CONTACT: Jeff Daniels, Water Division Manager, [email protected], 209-571-5869 DESCRIPTION:

Consider approving a Sole Source Purchase Agreement with Envirogen Technologies, Inc., Rancho Cucamonga, CA, for a Dual MinX Regenerable Ion Exchange Treatment System for a total amount not to exceed $1,509,407, 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 Grayson Community Water System has over 277 water service connections serving approximately 875 residents. The City of Modesto provides water service through Well #274 and Well #295 which both have high nitrate levels. In August 2002, the California Department of Public Health issued a Compliance Order directing the City to have a reliable treatment system in place by April 2003. Basin Water, Inc. was awarded a contract to install an ion exchange treatment process to reduce the nitrate levels. Basin Water, Inc. was later purchased by Envirogen Technologies, Inc. (Envirogen) for nitrate treatment services and they have been providing operational support and critical parts for the on-site existing ion exchange equipment for the last eighteen years.

The two wells within the Grayson Community Water System continue to have high nitrate levels.

The equipment previously leased under the Envirogen Lease and now owned by the City of Modesto reduces nitrate levels by using an ion exchange treatment process. #6..
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Economic Development Committee, April 3, 2023
Sole Source Purchase with Envirogen Technologies for Grayson Wells Treatment System

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On October 11, 2016, by Resolution 2016-412, Council authorized an Equipment Lease to Purchase Agreement with Envirogen for the equipment used at Well #274 and Well #295.

DISCUSSION:

In April 2022, the State’s Division of Drinking Water informed City Staff that the existing nitrate removal system in place since 2003 is at the end of its useful life. The State’s review of the City’s past inspection reports, water quality monitoring data and system performance records; require the City to replace the existing system with a similar approved and tested treatment system. The Envirogen System has already been approved and vetted by the State as a treatment system that removes nitrates.

Due to the existing Envirogen Treatment System nearing the end of its useful life; a replacement is required for Grayson residents to continue having access to water that meets state water quality requirements. The proposed new system is an updated design that provides the same level of treatment at the existing site where the units are located. Additionally, this system utilizes Envirogen’s most current control system that will provide better support for integration and monitoring operations.

Envirogen has been providing technical support, replacement parts, and consumables since the inception of the Grayson Nitrate Treatment Facility to ensure proper and reliable operation.

Envirogen’s ion exchange treatment process is a patented technology and provides a support service team with over twenty years of experience on Envirogen equipment. In addition to service, Envirogen supplies critical spare parts for the equipment that was developed in 2009. The design has been modified over time such that some parts of the older versions of the treatment equipment are no longer utilized in the current units being installed, thus another reason for replacing the current treatment system.

Keeping the system in place will not only enable the City of Modesto to maintain its current permit with the State but will also ensure that compliance with the drinking water quality standards it has previously maintained. Due to the acute nature of nitrate contamination that is known to cause health issues, it is not recommended to utilize a new technology that may or may not be approved by the State. Due to these reasoning’s, Utilities Staff requests approving this sole source purchase with Envirogen for a new Dual MinX Regenerable Ion Exchange Treatment System.

Modesto Municipal Code, Section 8-3.203 generally requires all purchases, more than fifty thousand dollars to follow formal bidding procedures. However, MMC Section 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. Here, Envirogen is the original equipment manufacturer and sole proprietor of the necessary support services to Well #274 and Well #295 with the Grayson Community water system. Therefore, this purchase qualifies for exemption from the formal bidding procedures.

FISCAL IMPACT:

The anticipated cost of the new Envirogen Treatment System is $1,509,407. An appropriation transfer of the purchase cost will be necessary to fund the new treatment system. Upon Council approval, this amount will be transferred into the project account from Water Fund Reserves to cover this cost.
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Economic Development Committee, April 3, 2023
Sole Source Purchase with Envirogen Technologies for Grayson Wells Treatment System

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STAFF RECOMMENDATION:

Motion approving a Sole Source Purchase Agreement with Envirogen Technologies, Inc., Rancho Cucamonga, CA, for a Dual MinX Regenerable Ion Exchange Treatment System for a total amount not to exceed $1,509,407, amending the Fiscal Year 2022/23 Capital Improvement Program Budget in the amount of $1,509,407, and forwarding to Council for approval.

Approved by:

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

1. Agreement

2. Envirogen Proposal #24304

3. Financial Interest Disclosure

4. Bid Waiver Approval Form

5. Envirogen Sole Source Letter Justification-Modesto
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STANDARD AGREEMENT

FOR EQUIPMENT AND CONSULTANT SERVICES
THIS AGREEMENT made and entered into in the City of Modesto, State of California, this day of _________________ , 2023, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and Envirogen Technologies, Inc. , a Delaware corporation, hereinafter referred to as "Vendor". For purposes of this Agreement, the capitalized term “Parties” shall be a collective reference to both City and Vendor. The capitalized term “Party” may refer to either City or Vendor interchangeably as appropriate.

This Agreement is made with regard to the following recitals:

A. The City has determined that an Envirogen Dual MinX Treatment System for the Grayson Community, for which the City provides potable water service, should be prepared for the City to purchase, and continue to provide quality water service for the Grayson Community.

B. Vendor represents that it is qualified, willing, and able to provide the services to design, manufacture and supply a packaged ion exchange system with the Dual MinX Treatment System contained in a shipping container.

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

1. SCOPE OF EQUIPMENT AND SERVICES.

Vendor shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto entitled “ENVIROGEN DUAL MinX ION EXCHANGE NITRATE TREATMENT SYSTEM, Envirogen Proposal #24304 Rev #6..
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4” and referred to as Exhibit "A" or "project". The Vendor 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 equipment and services authorized by City and performed by Vendor, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

Vendor 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 Vendor notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the Effective Date of this agreement. Vendor shall diligently proceed with the preparation of the project and agrees to complete said preparation within the estimated time period set forth in Exhibit "A".

3. COMPENSATION.

Vendor agrees to accept a sum not to exceed $1,509,407.00 (maximum compensation) as full remuneration for providing and performing all equipment and services for Modesto in accordance with Exhibit "A" attached hereto and for performance by Vendor of all of its duties and obligations under this Agreement, except those additional services may be compensated as described below.

The Compensation shall be paid in the manner and at the times set forth in Exhibit “A” attached hereto, upon the submission of an invoice by the Vendor to City. #6..
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-3-
If additional services 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 VENDOR.

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

6. 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 Vendor for purposes other than this contract without the express prior written consent of City.

Title to Data
If, as a part of the agreement Vendor 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.

All materials, documents, data, or information obtained from the City data files or any City medium furnished to Vendor in the performance of this Agreement will at all #6..
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times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Vendor after termination of this Agreement without written consent of the City.

7. NEWS AND INFORMATION RELEASE.

Vendor 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.

8. INTEREST OF CONTRACTOR.

Vendor 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. Vendor warrants that, in performance of this Agreement, Vendor shall not employ any person having any such interest. Vendor 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.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Vendor 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. #6..
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-5-
Until a change order is so executed, City will not be responsible to pay any charges Vendor may incur in performing such additional services, and Vendor shall not be required to perform any such additional services.

10. INDEPENDENT CONTRACTOR.

All acts of Vendor, its agents, officers, and employees and all others acting on behalf of Vendor relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Vendor, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Vendor 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 Vendor. It is understood by both Vendor and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.

Vendor, 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.

Vendor shall determine the method, details, and means of performing the work and services to be provided by Vendor under this Agreement. Vendor 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 Vendor in fulfillment of this Agreement. Vendor has control over the manner and means of performing the services under this Agreement. Vendor is permitted to provide services to others during the same period service is provided to City under #6..
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this Agreement. If necessary, Vendor has the responsibility for employing other persons or firms to assist Vendor in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by Vendor, such persons shall be entirely and exclusively under the direction, supervision, and control of Vendor. 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 Vendor.

It is understood and agreed that as an independent contractor and not an employee of City neither the Vendor or Vendor'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 Vendor must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Vendor's personnel.

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.

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 #6..
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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 VENDOR: Name: Envirogen Technologies, Inc.

Address: 2627 Chestnut Ridge Road, Suite 200
Kingwood, TX 77339
Attention: Todd S. Webster, Ph D., P.E.

Phone: (877) 312-1385
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Jeff Daniels, Water Division Manager
Phone: (209) 342-4585
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Vendor 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 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 Vendor shall provide, as an express condition precedent to payment hereunder, an endorsement from their #6..
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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 Vendor 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 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.
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(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 Vendor 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 Vendor 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 Vendor to obtain and/or maintain any required insurance shall not relieve the Vendor from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Vendor 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 Vendor for the City. The Vendor'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 Vendor must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

VENDOR shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and #6..
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automobile liability insurance policies. In addition, VENDOR 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, the VENDOR’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 VENDOR’S insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

Termination by City for Default of Vendor
Should Vendor 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 Vendor. 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 Vendor, dishonesty, or theft.

Termination by City for Convenience
The City may also terminate the Vendor'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 #6..
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(10) calendar days written notice of its intent to terminate the Agreement for convenience and shall endeavor to provide the Vendor 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 Vendor 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 subconsultants, but in no event shall recovery by any Vendor 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 Vendor in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of #6..
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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, Vendor shall provide sufficient oral or written status reports to make City reasonably aware of the status of Vendor's work on the project.

City will pay Vendor an amount based on the percentage of work completed in accordance with the notice of termination. The final payment to the Vendor 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 Vendor as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Vendor.
c. Upon such a termination for convenience, City shall pay Vendor (i) for all Products and services delivered prior to the date of #6..
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termination, and (ii) any and all Costs incurred by Envirogen prior the date of Termination incurred by Vendor in the engineering, design, production, acquisition, transportation or otherwise for any Product or service as yet undelivered and (iii) all reasonable Costs associated with the demobilization of Vendor following the termination.

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 Vendor to appeal the City Manager, or his/her designee’s, decision to the City Council. The Vendor 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.

17. INDEMNITY.
a. Each Party hereby agrees to defend, indemnify and hold the other Party and their respective partners, affiliates and subsidiaries, and their respective directors, officers, partners, members, employees and agents (collectively “Indemnified Parties”), harmless from and against any and all claims, liabilities, suits, proceedings, judgments, orders, fines, penalties, damages, losses, Costs and expenses (including, without limitation, costs of defense, settlement and reasonable attorneys’ fees and expenses) (all of the foregoing herein collectively called “Liabilities”), arising out of (i) the Indemnifying Party’s negligence or willful misconduct; and, #6..
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(ii) failure of the Indemnifying Party or any of its employees or agents to observe or comply with any of the Indemnifying Party’s duties or obligations under this Agreement, including, without limiting the generality of the foregoing, any failure to observe or comply with any applicable laws, ordinances, codes, orders, rules or regulations; violation or breach of any provision of this Agreement including, but not limited to, any warranty for which a remedy is not specified. The foregoing obligations of indemnity will include, but not be limited to, any and all Liabilities for or relating to (i) injury to or death of any person (including, without limitation, employees or agents of the Parties), (ii) damage to or loss or destruction of any property (including, without limitation, property of the Parties, or their respective employees or agents), and (iii) any spill, release or leak of any hazardous substance or waste or any contamination of, injury or damage to or adverse effect on the environment. The Indemnifying Party shall be liable, however, only for that percentage of total Liabilities that corresponds to the indemnifying Party’s percentage of total negligence or fault as compared to that of the indemnified Party. b. Neither Party shall have any liability to the other Party for any indirect, incidental, aggravated, exemplary, punitive, or consequential damages incurred by the other Party, whether brought on an action for breach of contract, breach of warranty, tort, strict liability, or otherwise and irrespective of whether caused or allegedly caused by either Party’s negligence or willful misconduct and none shall be awarded by any tribunal against a Party hereto in favor of a Party hereto; provided, however, that the limitations on liability contained in this Section 17 shall not apply to damages which are part of a third party claim for which a Party is claiming an indemnity obligation under this agreement from the other Party and the Party entitled to indemnity protection under this agreement is seeking an indemnity or other relief against the payment of such damages from the Party required to provide such indemnity or other #6..
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relief. Anything in the Agreement notwithstanding, any liability of a Party shall not exceed $1,000,000.

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 Vendor 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 Vendor so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Vendor 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 Vendor. Otherwise, the claim or claims shall be deemed waived in their entirety. #6..
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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 those depositions be taken and other discovery be made.

Both City and Vendor 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 Vendor 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 #6..
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punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.

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 Vendor and City. Additional or new terms contained in this Agreement which vary from Vendor's proposal are controlling and are deemed accepted by Vendor 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.

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.
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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.

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

26. CITY BUSINESS LICENSE.

Vendor will have a City of Modesto business license.

27. SUPPLEMENTAL PROVISIONS.

The text of Sections 1-7 and 9 Confidential Information of Exhibit A, Appendix A are hereby incorporated by this reference into the agreement. #6..
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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. 2023- , adopted by the Council of the City of Modesto on the day of _________________ , 2023, and Envirogen Technologies, Inc. has caused this agreement to be duly executed in duplicate as of the Effective Date. #6..
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Finlays Extracts and Ingredients, USA, Inc. Resin Adsorption and IPA Stripping and Recovery Equipment Wildfox III
A Lifecycle Performance Company
ENVIROGEN DUAL MinX ION EXCHANGE

NITRATE TREATMENT SYSTEM

PREPARED FOR CITY OF MODESTO

3/7/2023
Envirogen Proposal # 24304 Rev 5
877-312-8950
2627 Chestnut Ridge Rd, Suite 200
Kingwood, TX 77339
www.envirogen.com
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Proposal 24304 City of Modesto
Envirogen Proposal i

PROPRIETARY & CONFIDENTIAL

LICENSING AND CONFIDENTIALITY STATEMENT
ALL INFORMATION CONTAINED IN THIS DOCUMENT IS THE PROPERTY OF ENVIROGEN TECHNOLOGIES, INC. ("ENVIROGEN") AND ITS AFFILIATES. THE DESIGN CONCEPTS AND INFORMATION CONTAINED HEREIN ARE THE PROPERTY OF ENVIROGEN AND ARE SUBMITTED IN CONFIDENCE. THEY ARE NOT TRANSFERABLE AND MUST BE USED ONLY FOR THE USE AND PROJECT FOR WHICH THE DOCUMENT IS EXPRESSLY SUBMITTED. THEY MUST NOT BE

DISCLOSED, REPRODUCED, LOANED, OR USED IN ANY OTHER MANNER WITHOUT THE EXPRESS WRITTEN CONSENT OF ENVIROGEN. ENVIROGEN ASSUMES NO RESPONSIBILITY OR LIABILITY FOR THE USE OF THIS DOCUMENT OR THE

DESIGN CONCEPTS AND INFORMATION CONTAINED HEREIN FOR ANOTHER PROJECT OR IN A MANNER THAT DOES NOT RELATE TO THE ORIGINALLY INTENDED USE OF THIS DOCUMENT. IN NO EVENT SHALL THIS DOCUMENT OR THE

DESIGN CONCEPTS AND INFORMATION CONTAINED HEREIN BE USED IN ANY MANNER DETRIMENTAL TO THE INTERESTS OF ENVIROGEN. THE RIGHTS AND OBLIGATIONS OF ENVIROGEN AND ITS CUSTOMER ARE FURTHER LIMITED IN THE AGREEMENT BETWEEN THEM FOR THIS PROJECT. ALL PATENT AND OTHER RIGHTS ARE RESERVED.

ACCEPTANCE OF THE DELIVERY OF THIS DOCUMENT CONSTITUTES AGREEMENT TO THESE TERMS AND CONDITIONS.

Revisions Log
Revision General Notes:

Proposal
Revision Date Notes/Comments Issued
by
Approved
by
1 7/7/2022 Final Issue TW KS
2 7/28/2022 Revised for SIR-100 Resin TW/MD KS
3 8/11/2022 Revised to Add Container/Resin Removal TW KS 4 1/12/2023 Updated Scope and Pricing TW KS
5 3/6/2023 Updated Scope and Pricing TW KS
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Proposal 24304 City of Modesto
March 7, 2023 Page 1
Envirogen Technologies Confidential – Trade Secret and Proprietary Information

TABLE OF CONTENTS

1.0 PROJECT SUMMARY AND APPROACH ...................................................................................... 2

1.1 INTRODUCTION..................................................................................................................... 2

1.2 PROPOSED APPROACH AND NEEDS...................................................................................... 2

2.0 TECHNICAL OVERVIEW.............................................................................................................. 3

2.1 PACKAGED ION EXCHANGE SYSTEM..................................................................................... 3

3.0 DESIGN, SCOPE AND MANAGEMENT ....................................................................................... 4

3.1 ION EXCHANGE SYSTEM EQUIPMENT................................................................................... 4

3.2 PROJECT ENGINEERING DELIVERABLES................................................................................. 6

3.3 QUALITY ASSURANCE ............................................................................................................ 6

3.4 OPERATING AND MAINTENANCE MANUAL.......................................................................... 6

3.5 EQUIPMENT NOTES & CLARIFICATION ................................................................................. 6

3.6 DISPOSAL OF CONTAINER AND RESIN................................................................................... 8

3.7 FIELD AND TECHNICAL SERVICES .......................................................................................... 8

3.8 CLIENT-FURNISHED ITEMS .................................................................................................... 9

4.0 PRICING................................................................................................................................... 10

4.1 ION EXCHANGE SYSTEM EQUIPMENT................................................................................. 10

4.2 COMMERCIAL CONSIDERATIONS........................................................................................ 10

4.3 ESCALATION CONCERNS & CLAUSE .................................................................................... 12

5.0 SCHEDULE ............................................................................................................................... 13 #6..
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Proposal 24304 City of Modesto
March 7, 2023 Page 2
Envirogen Technologies Confidential – Trade Secret and Proprietary Information

1.0 PROJECT SUMMARY AND APPROACH

1.1 INTRODUCTION
Envirogen Technologies, Inc. (Envirogen) has prepared this firm-fixed pricing proposal for the design and supply of a pair of MinX Ion Exchange system for the City of Modesto’s Grayson Wells (City, Wells 274 & 295). This proposal represents a modern-day replacement for the existing pair of Envirogen SimPACK™ Ion Exchange system currently used to treat the Grayson Wells.

1.2 PROPOSED APPROACH AND NEEDS
Limited feed water quality data was provided by City staff on February 1, 2022 for Wells 274 & 295. Currently, the City has two existing SimPACK treatment systems at the site. The systems were originally supplied by Envirogen in the 2004 timeframe and are nearing the end of their useful life.

The proposed new systems involve our current, updated design that provides the same level of treatment as the existing units. Additionally, these systems utilize our most current control system that will provide better support for integration and monitoring operations.

Envirogen has selected the proposed system based on the provided water quality parameters shown in Tables 1a and 1b.

Table 1a – Influent and Target Effluent Flow/Concentrations Per Train Analyte Units Influent Range Effluent Target
Flow Rate gpm 300 300
Nitrate (as N) mg/L ≤16 ≤8
Table 1b - Influent Water Modeling Assumptions1
Analyte Units Influent Range
Sulfate mg/L ≤300
Chloride mg/L ≤343
Bicarbonate (as HCO3) mg/L ≤268
Hardness (as CaCO3) mg/L ≤748
pH SU 7.8-8.0
1 A full-water evaluation with metal (i.e., chromium, arsenic, iron, manganese) and total dissolved solids (TDS) analysis is warranted.
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Proposal 24304 City of Modesto
March 7, 2023 Page 3
Envirogen Technologies Confidential – Trade Secret and Proprietary Information

2.0 TECHNICAL OVERVIEW

2.1 PACKAGED ION EXCHANGE SYSTEM
Envirogen’s MinX ion exchange system allows for continuous on-demand treatment with the use of regenerable ion exchange resins. Our automated system controls the flow of water for treatment, as well as regeneration and rinse cycles for exhausted bed vessels, to maintain a set number of beds for treatment of the target contaminant.

The major components of the system include:
• Pre-filtration
• Ion Exchange (IX) treatment vessels inside an engineered, equipment shelter container • Regeneration system controlled and monitored by a programmable logic controller (PLC) utilizing Envirogen MinX control logic.

The process begins with raw water being sent from the wellfield to the client provided backpressure and flow splitting assembly. Raw water then enters into the container and through a flow meter and modulating flow control valve that will maintain optimum treatment flow. Raw water then flows to the pre-filtration unit where suspended solids greater than 5 microns are removed using standard bag-type filters. The prefiltration unit removes any large amount of Total Suspended Solids (TSS) and eliminates the need to backwash the IX vessels.

After being filtered, the water is then sent to Envirogen’s MinX IX system where the nitrate is removed using proven IX technology. Envirogen uses a multi-bed design operated in a staggered mode process. The staggered bed is Envirogen’s N+1 method which means that while the active beds are providing treatment, one vessel is in standby or being regenerated. This design provides the system treatment redundancy that is required by regulators, while producing a consistent effluent water quality that meets the target water quality requirements. During the treatment process, nitrate levels are monitored using an on-line nitrate analyzer that can measure the systems effluent, and if desired alternate between the effluent and influent.

Treatment occurs as the nitrates in the raw water are exchanged for chlorides on the IX resin.

Once a vessel is exhausted, it is automatically removed from service and a regeneration of that vessel’s resin
bed is controlled by the MinX PLC controller. The
system’s resin beds are regenerated using brine reclaim and concentrated brine (NaCl) in a counter-current
flow process. Once the regeneration process is
complete, the vessel isrinsed using the treated effluent water. The rinse water is partially recovered and used
as make-up water for the brine tank and partially to the brine recovery tank. The remaining rinse water, along
with the brine waste, is sent to waste. All steps in the MinX regeneration process are designed to minimize waste generation. The actual daily volume of waste will be determined based on the final process set points and treatment system utilization. #6..
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Proposal 24304 City of Modesto
March 7, 2023 Page 4
Envirogen Technologies Confidential – Trade Secret and Proprietary Information The MinX system is controlled and monitored using a PLC controller accessed via a human machine interface (HMI) panel located inside the system container. The PLC monitors all key performance criteria, including nitrate levels, and provides all system notifications and alarms.

In the event of a process issue or equipment failure, the PLC triggers an alarm, which can trigger a well(s) shutdown, ensuring that water quality is always maintained. The PLC is also capable of being remotely monitored and can be tied into the customer’s SCADA system if desired. This system allows for minimal operator interaction for general operational conditions.

3.0 DESIGN, SCOPE AND MANAGEMENT
Envirogen’s proposed scope of supply is outlined below.

3.1 ION EXCHANGE SYSTEM EQUIPMENT
Envirogen will design, manufacture, and supply a packaged Ion Exchange system with one MinX system in one shipping container. Table 2 below summarizes the major equipment included in Envirogen’s proposed scope of supply.
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Proposal 24304 City of Modesto
March 7, 2023 Page 5
Envirogen Technologies Confidential – Trade Secret and Proprietary Information Table 2 - Major Equipment List
Description of Item Qty Description
(or equal)
Pre-Filter Skid Assembly
Flange Common Inlet/Outlet Manifold, 304 Stainless Steel Ten (10)- #2 bag filter housing, each with
304 Stainless Steel Construction
Swing Bolt Quick Release Covers with Vent port
Isolation and Drain Valves
Epoxy Coated Steel Skid Frame
1 Rosedale or
Equal
MinX Ion Exchange System
40’-0” Modified shipping container as Equipment Shelter Two (2) trains of MinX Ion Exchange Systems Each Consisting of o 4- ø48” X 72” FRP IX vessels
o Motor operated Valve for Flow, Regen and Rinse Control o Internal Piping & Manifolds – Sch80 PVC
o 240 ft3 of Nitrate Selective Resin (SIR 100) (Certified NSF-61) o Main System PLC based Control Panel
 NEMA 4 Wall Mount Enclosure
 10” Color Touch Screen HMI
 Battery UPS for PLC, HMI and Comms
 Ethernet connection for remote communications
Online Nitrate Sensor and Analyzer
Miscellaneous, Instruments and transmitters for process measurement and control.
1 Envirogen
Brine Recovery Tank Assembly
Nominal 1400 gallon
5’ 1” ø x 11’-9” HDXLPE Tank, SG 1.35
Natural Translucent Color
PVC Tank Fittings and Vent
Seismic restraint/Hold assembly
Level Transmitter
2 Envirogen,
Polyprocessing
Replacement Tank for Brine Storage
15 ton Briner Tank
Aprox 6’-0” ø x 12’-0” Side Wall HDPE Tank
Color Black
PVC Tank Fittings and Vent Connection

*Note: This is item shall be an in-kind replacement tank. No other ancillaries such as salt fill tube, dust bag, level sensor, etc. are included.
2 Brinemaker or
Equal
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Proposal 24304 City of Modesto
March 7, 2023 Page 6
Envirogen Technologies Confidential – Trade Secret and Proprietary Information

3.2 PROJECT ENGINEERING DELIVERABLES
The engineering deliverables for the system will include the documents:
• Process Flow Diagrams
• Piping and Instrumentation Diagrams
• Detailed Process Description
• General Arrangement Drawings
• General Process Piping Layouts
• Schematic Wiring Diagrams

3.3 QUALITY ASSURANCE
Envirogen will have oversight of various subcontracted services. Responsibilities will be to ensure the quality of the work and that the required schedules are maintained. The following subcontracted services will be managed:
• Receipt inspection of manufactured of components
• Shop assembly of system
• Equipment inspections (prior to delivery)

3.4 OPERATING AND MAINTENANCE MANUAL
Equipment manuals, as well as data and specifications, will be compiled into an O&M Manual.

One (1) electronic PDF copy of the final O&M Manual will be provided in no later than 120 working days after process startup. The O&M Manual will include the sections:
• Table of Contents
• Operating and Maintenance instructions
• Copies of Equipment Layout Drawings with record comments • Detailed process description
• Copy of the “Bill of Material”
• Copies of component equipment O&M manuals supplied by the manufacturer. • Recommended Operator Log Sheet

3.5 EQUIPMENT NOTES & CLARIFICATION

1. Due to market conditions and global supply chain issues, any noted component manufacture is subject to change based on availability and schedule. Should an alternate component be required, it will be presented to the Buyer before the change.

2. All material in contact with the water shall be food grade or NSF 61 compliant.

3. All commodity items (valves, motor-driven equipment, instruments, equipment skids, etc.) will be manufacturer’s standard or as stated in catalog cuts.

4. All equipment proposed is rated for use in non-hazardous areas.

5. All motors will have Total Enclosed Fan Cooled (TEFC) housing. #6..
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6. All items located inside the MinX Equipment Shelter will be piped and wired together for ease of installation at site. Connections to external wiring or piping as well as any penetration into the enclosure, shall be done by installing contractors.

7. The Supplied Uninterruptable Power Supply (UPS) is design to provide power to just the PLC, HMI and network communication. It does not supply power to outputs external instruments or valves.

8. The Pad for the installation of the treatment unit should be flat and level. Shimming of the container may be required to ensure the container frame sits proper and square so doors opening and close properly.

9. Motor selection will be by the equipment manufacturer based on the performance requirements of the equipment. For pumps, motors will be sized for end of curve horsepower rating.

10. PLC, HMI and I/O modules will be Allen Bradley Compact Logix Series. Ethernet communication will be AB TCP/IP protocol.

11. Any radiological contaminants, metals, organics, and oxyanions that are removed by the IX unit and ultimately released into the brine waste are assumed to be disposable into the waste brine tanks and are the responsibility of others.

12. The proposed unit is a modern-day equivalent of the existing SimPACK. Although the physical configuration of the unit is different, the unit will have the same general process and functionality as the existing unit.

13. The proposed system will consist of two independent trains housed inside one equipment enclosure to provide the same redundancy the current system provides.

14. The scope includes only a replacement tank for the briners. Any existing ancillary equipment such as the salt fill tube, dust bag and duct, drain valves, level senor, anchors, or ladders shall be carefully removed for reuse on the new tanks by the installer. The installer is also responsible for any repair or modification, if needed, to mate the ancillaries to the new tank.

15. Replacement tanks are expected to be of the same size and shape as the existing tanks. No new seismic calculation or certification are included this scope.

16. No waste tanks are included in this scope. It is assumed the existing waste tanks are in good condition and can be reused with the new MinX System.

17. No Brine Pumps and Brine Filters are included in this scope. It is assumed the existing brine pump and filters are in good condition and can be reused with the new MinX System. #6..
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3.6 DISPOSAL OF CONTAINER AND RESIN
Envirogen will coordinate the removal of the spent resin from the existing vessels for disposal, as well as the existing container and its contents from the site.

Disposal of the resin will consist of removal of the by an Envirogen technician at site. Prior to removal the resin will be tested to confirm it non-hazardous and suitable for disposal. Then, the resin will be removed and placed in dewatering supersacks. The super sacks will be pickedup at the site and moved to the disposal facility.

Disposal of the container will consist of haul away of the container from site and disposal.

Envirogen shall arrange for container for pickup by roll-off service and moved to a facility for disposal.

Clarification for Disposal Services:
• Resin removal is contingent that resin is non-hazardous, and the receiving facility accepts the material. The City must support and allow removal resin must within 10 days of testing. If process is delayed or material is deemed hazardous or unacceptable, a change order will be required.
• All electrical, plumbing, or mechanical connections to the existing container will be disconnected by the City of Modesto.
• The City of Modesto shall position the container to allow removal by roll-truck from site driveway. This shall include lifting or movement of the container on site or removal of fence/gate if required.
• Any permits required for the removal of the container will be the responsibility of the City of Modesto.
• All water inside the unit, used to sluice out resin, can be disposed of on site, to waste tank or drain. No hauling of water is included.

3.7 FIELD AND TECHNICAL SERVICES
This proposal includes the following for Technical Support for assistance during installation, review of installation, and start-up. All services to be provided during normal business hours Monday thru Friday between 7am and 3pm.

Envirogen has included time for One (1) Technician for up to:
• Two (2) trips up to Five (5) days each for a total of up to ten (10) days onsite.

The trips to involve the activities:
• Removal of existing Resin for disposal
• Mechanical installation check‐out
• Supervision of System disinfection (by others)
• Supervision of initial loading of media (by others)
• Start-up support assistance
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Envirogen Technologies Confidential – Trade Secret and Proprietary Information • Operator training, 1 session 4 hours
Any additional services or time, if requested by the Owner or contractor, shall be invoiced based on Envirogen’s published or prevailing rates. Expenses associated with any additional Envirogen labor including travel, will be invoiced at Cost plus 15%.

3.8 CLIENT-FURNISHED ITEMS

1. Coordination of information that may impact Envirogen’s ability to fulfill its obligations as set forth in in this Proposal and attachments.

2. All required permits including any construction or environmental permits.

3. Access to site for visits and walk-downs, including, if required, any site-specific safety training, orientations, or escorts while on site.

4. Any Demolition, Decommissioning, or Refurbishment work required to ready the site for new equipment, unless specifically noted in this proposal.

5. Unloading of Envirogen-supplied Equipment. This shall include any blocking or cribbing for stored materials at the site before being set.

6. On-site space for storage and equipment staging.

7. Site security fencing, lighting, safety, and fire prevention equipment (eyewash, showers, fire extinguishers, etc.).

8. Appropriate office facilities, space to work and restroom facilities for Envirogen or subcontractors during on-site activities.

9. Design and construct a concrete foundation for the supplied equipment to meet API standards and tolerances.

10. Design, supply, and install all field piping, wiring, pipe supports, stairs, catwalks, containment areas, sumps, and drains for the equipment area.

11. Installation of the Envirogen supplied components or other free issued materials for field assembly. Including loading of media

12. Design, supply, and Installation of interconnecting piping and electrical to complete connections to and from the individual equipment limits.

13. Supply and connection of electrical power feed, single phase 230 volt and single phase 120- volt systems as required.

14. Designated area for equipment installation

15. Supply and addition of Salt to Briner or other chemicals for start-up and post start-up operations.

16. Piping insulation or freeze protection, or personnel protection where required.

17. All required lubricants, including the first fill of all equipment covered in this Proposal.

18. Supply and disposal of clean water for on-site hydro and functional testing.

19. Installation contractor to supply labor for electrical and mechanical punch list items discovered during dry &wet shakedown or performance testing.

20. Connection and integration to Plant SCADA or RTU system.

21. Performance testing equipment rental and any analytical services (onsite or Third Party).

22. Labor, chemical and service to disinfector per local requirements upon checkout of system and prior to loading of media

23. Prepare, submit and obtain necessary permitting of system prior to performance testing. #6..
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24. Provide flow-to-waste capability and disposal of water, chemical and other waste produced during start-up, testing and demonstration of the treatment system.

25. Provide all necessary well pump controls for staging, sequencing, blending controls and interface with MinX unit.

26. Provide necessary piping, valves and equipment to limit feed pressure to less than 150 psi and to protect the MinX unit from damage as the result of over-pressurization, surge and water hammer.

27. Provide necessary equipment to maintain a minimum of 35 psi backpressure on the discharge side of the MinX unit.

28. Characterize waste profile of generated brine.

29. Provide influent feed water flow meter to the IX treatment unit.

30. Ongoing service agreement for cellular modem connection with client chosen provider.

31. Flood Abatement measures.

32. Anything not explicitly detailed in our offer.

4.0 PRICING

4.1 ION EXCHANGE SYSTEM EQUIPMENT
The pricing for the Scope of Work and Equipment provided in Section 3.0 is:

Dual MinX Ion Exchange System and Removal of Existing Resin/Container.... $1,509,407.00

4.2 COMMERCIAL CONSIDERATIONS
• This proposal is valid for 30 days from date of proposal. • Any associated sales taxes, fees, permits, etc., shall be the responsibility of the client. • Payment Milestones provided as shown in Table 3.
• Payments are NET 30 from the date of invoice issuance. • Shipping is Delivered-at-Place (DAP) Modesto, CA.
• Envirogen Standard Terms and Conditions (ETIGC #2121118, Appendix A) must be part of any issued purchase order.
• Due to volatility with supply chain all pricing and lead times are subject to change.

Once under contract, cost of equipment will be subject to general escalation clause requirements as noted in Section 4.3.
• This Proposal/Offer and its appendices must be attached to or incorporated by reference in any purchase order.
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Envirogen Technologies Confidential – Trade Secret and Proprietary Information Table 3 – Payment Milestones
Milestone # Event
Percent of
Contract Value
1 Upon Execution of Purchase Order or Contract 15%
2 Upon Submittal of the Project-Specific Drawings
Submittals will occur in stages and will be invoiced as 1) Process Submittal – 10%
2) Mechanical Submittal – 10%
3) Electrical Submittal – 10%
One invoice will be submitted as each submittal occurs. 30%
3 Upon the Issuance of Major Equipment Purchase Orders
This milestone shall be invoiced upon presentation of unpriced copies of Envirogen’s Purchase orders for major Components (Container, Vessels, Controls Panels and Resin).

Multiple invoices potentially issued for this milestone. 30%
4 Upon the Notification to Ship Equipment
This milestone shall be invoiced Upon the earlier of (i) Shipment of the Equipment or (ii) 30 calendar days following the date buyer is notified the equipment is ready to ship.

This invoice may be prorated based on the equipment shipped or available to ship.
20%
5 Upon Commissioning of System1
This milestone shall be invoiced upon the earlier of (i) successful commissioning/start-up of the system, or (ii) 60 calendar days following the installation of the equipment, or (iii) 120 calendar days following the date that Envirogen provides notice that the major equipment was ready to ship. 5%
1 Successful commissioning of the MinX system is defined as full design flow through the system and attainment of full treatment as expected by the system. Full flow for the base system is 300 gpm/train (or whatever can be supplied from the site extraction process if less than 300 gpm/train is attainable), and full treatment is defined as reducing the treated water across the MinX system itself to the effluent contaminant concentration levels provided in Table 1a at the supplied flow rate. This level of treatment is contingent on the specific influent contaminant concentrations being less than or equal to the values shown in Tables 1a/b of this proposal. In the event the feed water provided to the treatment system is outside of these flow and contaminant specifications during the commissioning period, the start-up will be deemed successful, with the treatment considered satisfied. #6..
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4.3 ESCALATION CONCERNS & CLAUSE
Due to the current market volatility, at any time before client release for fabrication, the price of materials significantly increases, through no fault of Envirogen, the price (for the Ion Exchange System) shall be equitably adjusted by an amount reasonable and necessary to cover such increase. As used herein, a significant price increase shall mean any increase in price equal to or exceeding 3% experienced by Envirogen from the date of this proposal.

Escalation of Envirogen's price shall apply in the event of an increase in prices of metals, metal products, PVC products and Fiberglass Reinforced products as measured by the following indices:

1. Index: PPI Commodity data for Metals and metal products-Hot rolled steel bars, plates, and structural shapes, not seasonally adjusted.

Issuer: Bureau of Labor Statistics / United States Department of Labor.

Series ID: WPU101704
http://data.bls.gov/timeseries/wpu101704

2. Index: PPI Commodity data for Plastics Material and Resins Manufacturing, not seasonally adjusted.

Issuer: Bureau of Labor Statistics / United States Department of Labor.

Series ID: PCU
https://data.bls.gov/timeseries/PCU325211325211
Envirogen’s price shall be adjusted upward, if there is an increase in price equal to or exceeding 3% and the increase shall be measured using the formula and indices from the base date of this proposal. The increase shall be calculated as:
((PO Value *.85*%Metals) * (Metals IndexPO-Metals IndexProp)/Metals IndexProp) + ((PO Value * .85* %Plastic) * (Plastics IndexPO-Plastics IndexProp)/Plastics IndexProp)))+ PO value Where:
• Metals Indexpo is the Metals index value for the month of release of purchase orders to suppliers.
• Metals IndexProp is the Metals index value for the month of this proposal. • % Metals is equal to 12%
• Plastics Indexpo is the Plastics index value for the month of release of purchase orders to suppliers.
• Plastics IndexProp is the Plastics index value for the month of this proposal. • % Plastic is equal to 17%
No upward adjustment shall apply to supplies or services that are required to be delivered or performed before the effective date of the adjustment, unless Envirogen’s failure to deliver or perform according to the delivery schedule results from causes beyond Envirogen’s control and without its fault or negligence, within the meaning of the Default clause. #6..
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Envirogen Technologies Confidential – Trade Secret and Proprietary Information The aggregate of the increases to the contract price made under this clause shall not exceed 10 percent of the original price.

5.0 SCHEDULE
Envirogen will engineer and submit required drawings as shown in Table 4 below.

Table 4- Estimated Schedule
Task Milestone Estimated Dates
Submittal of Engineering Drawing 6 weeks After Receipt of Order Client Review Period 2 Weeks (10 days) After Submittal
Notice of “Ready” to Ship 24-40 Weeks after Submittal Approval Completion of Site Testing / Commissioning 1 Week
While drawings are issued for approval, they are intended for informational purposes only.

All drawings will remain the property of Envirogen and may not be used by others for fabrication.

Submittal documentation shall be provided electronically in PDF including the operations and maintenance documentation.

Any request by Client to either accelerate or delay a deliverable date described above for any reason other than an event of force majeure, shall require a mutually acceptable change order pursuant to Section 12.5 of Envirogen’s General Conditions attached as Appendix A. Such change order shall include the new schedule of deliverable due date(s) and any price adjustment occasioned by the change in schedule.
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APPENDIX A

GENERAL CONDITIONS FOR THE SALE OF PRODUCTS AND SERVICES BY ENVIROGEN TECHNOLOGIES, INC. (ETIGC #221118)
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GENERAL CONDITIONS FOR THE SALE
OF PRODUCTS AND SERVICES BY ENVIROGEN TECHNOLOGIES, INC.

ETIGC #221118
The following General Conditions are and shall be an integral part of any Order to which these terms and conditions are attached and/or referenced. In no event shall any term or condition attached to or made part of any purchase order or other contract document issued by Purchaser, or any shipping document or other document associated with the services or Products described in the Order to which these General Conditions apply have any controlling effect whatsoever unless specifically adopted in writing by an authorized representative of both Envirogen Technologies, Inc. (“Envirogen”) and Purchaser.

1. Definitions. Throughout these General Conditions or any Order or other document to which they apply, the following words and phrases, when printed with the initial letter capitalized (unless shown below without capitalization), shall have the meanings ascribed to them below, unless the context requires otherwise:
“Cost” shall mean all expenses incurred by Envirogen for materials, supplies, energy, regulatory permitting, labor, outside contractors and professionals, transportation, supervision, excise, sales and similar taxes. For all purchases of materials, supplies and services, “Costs” shall include an additional ten percent (10%) of the direct expense to reimburse Envirogen for purchasing and accounting activities. Labor charges for Envirogen’s personnel will be at rates shown in any Order or attachment, exhibit or schedule incorporated therein. In the absence of any such specification of rate(s), labor charges for Envirogen’s personnel will be at the individual’s hourly wage rate (or equivalent) plus forty percent (40%) for employee and group benefits and employee taxes. “Purchaser” shall mean the person or entity purchasing Products or services from Envirogen. “Day” or “day” shall mean a calendar day unless otherwise indicated. “Party” or “Parties” shall mean either Envirogen or Purchaser or both. “Products” shall mean products, equipment, parts, goods, media or materials meeting the description or specifications set forth in the Order.
“Order” shall mean any purchase order, work order, change order, letter agreement or similar contract document issued by Purchaser and accepted in writing by Envirogen or issued by Envirogen and accepted in writing by Purchaser which either references or attaches these General Conditions and/or all attachments, amendments or any ancillary documents to any such contract document.
“Owner” shall mean the ultimate end user of the Product or service where the end user if not the Purchaser. Normally this would occur where the Purchaser is a prime contractor and Envirogen is a subcontractor.
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Envirogen Technologies Confidential – Trade Secret and Proprietary Information In addition to the definitions set forth above, embedded within these General Conditions or any Order, there may be additional defined terms which are designated as such in a parenthetical and highlighted with quotation marks.

2. Cooperation of Purchaser. To assist Envirogen in providing Products and/or performing services, Purchaser shall (i) provide Envirogen with all relevant material, data, and information in its possession pertaining to the specific project or activity, (ii) consult with Envirogen when requested, (iii) permit Envirogen reasonable access to relevant Purchaser or Owner controlled sites, (iv) ensure reasonable cooperation of Purchaser’s employees and the Owner, and (v) unless a longer period is provided for in the Order, return all drawings or other documents submitted by Envirogen to Purchaser for review, comment and/or approval within a commercially reasonable time following submission not to exceed ten (10) business days. Any failure to return documents within the time prescribed shall be considered a waiver by Purchaser of its right to review and approve or comment on the documents.

3. Price, Costs and Payments.

3.1 Unless otherwise stated therein, the price(s) and charges for Products and/or services specified in any Order are exclusive of any sales, use, value added, excise, gross receipts, business and occupation or similar present or future taxes imposed by any governmental entity on the sale, delivery, use or other handling of the Product or service or in connection with any transactions contemplated by the Order to which these General Conditions apply. If any such taxes are incurred by Envirogen, Purchaser shall reimburse Envirogen the amount of such taxes.

3.2 Whenever rates or prices in any Order include transportation or when transportation is charged separately by Envirogen, such rates, prices or charges shall be exclusive of (i) material increases in the cost of transportation occasioned by significant increases in the costs of fuel or weather, road or access conditions which could not have been reasonably anticipated in advances of pricing the cost of transportation or (ii) any extraordinary or excess demurrage charges incurred by Envirogen from third party carriers which arise from delays or demurrage at the delivery point. Demurrage will be charged to Purchaser except to the extent such demurrage primarily results from the negligence or other fault on the part of Envirogen or its carrier.

3.3 Unless otherwise specifically indicated in the Order, all prices (or other values) in the Order are stated in U.S. dollars and all payments are to be made in U.S. dollars.

3.4 Invoices may be provided to Purchaser, at the option of Envirogen, by mail, delivery service, electronic mail or fax and payments by Purchaser shall, at the election of Envirogen, be made by mail, overnight delivery service or electronic funds transfer. Purchaser shall provide Envirogen with contact information for delivery of invoices. Invoices shall be due and payable within thirty (30) days of receipt by Purchaser of the invoice. TIME IS OF THE ESSENCE for payment of all fees and charges. Interest on delinquent payments shall accrue until paid at the greater rate of (i) twelve percent (12%) per annum or (ii) the prime interest rate as quoted by the Wall Street Journal plus 500 basis points (adjusted on the first day of each calendar quarter.) In the event that the interest rate described above exceeds the maximum interest rate chargeable under law for such transactions, such maximum legal rate shall apply.

3.5 Should any portion of an Envirogen invoice be disputed by Purchaser, Purchaser will pay the #6..
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Envirogen Technologies Confidential – Trade Secret and Proprietary Information undisputed portion and within the payment period prescribed above shall provide Envirogen with written notice of the disputed portion of the invoice and the reasons for the dispute. In no event shall Purchaser withhold payment of any undisputed portion of a Envirogen invoice based on the set-off of a Purchaser claim against Envirogen or as a back-charge for monies claimed to be owed Purchaser by Envirogen. At the request of Purchaser, Envirogen shall provide Purchaser with a written partial release of statutory liens utilizing Envirogen’s standard form which shall be conditioned on actual receipt of payment of a particular invoice.

3.6 Envirogen may, from time to time, establish such credit terms as it shall, in the sole judgment of Envirogen, deem reasonably necessary, including, but not limited to, credit limits.

3.7 In the event that Envirogen should incur Costs, including, but not limited to, attorney’s fees and collection agency fees, to collect overdue invoices and accounts, Purchaser shall reimburse Envirogen for all such reasonable Costs whether or not litigation has been initiated to collect the overdue account.

3.8 When fees or charges are based in whole or in part on a reimbursement by Purchaser of Envirogen’s actual costs, with or without a mark-up, such costs shall be determined at the time of invoicing whether or not the cost has already been paid by Envirogen or has, as of that time, accrued as an expense for purposes of accounting. Any future rebate or credit to Envirogen which may be associated either directly or indirectly with the cost or expense, shall not give rise to a similar rebate or credit from Envirogen to Purchaser.

4. Delivery and Risk of Loss.

4.1 Except as otherwise set forth in the Order, delivery of Product shall be DAP work/installation site (Incoterms 2010).

4.2 Except as otherwise set forth in the Order, Purchaser agrees to take delivery of Product upon notice from Envirogen that the Product is ready for delivery. If for any reason Purchaser is either unable or unwilling to accept delivery, Purchaser shall be responsible to pay or reimburse Envirogen for all additional Costs incurred for storage, insurance and/or transportation.

4.3 Title to and risk of loss with respect to Products shall pass from Envirogen to Purchaser at the time the Product is delivered to Purchaser. Product shall be deemed to be delivered when the Product has been loaded to Purchaser’s carrier or if delivered by Envirogen to Purchaser’s or Owner’s work site, upon arrival at the work site. (See Section 4.1) Offloading from the Envirogen carrier is the responsibility of Purchaser. Damages to the Product incurred during offloading shall be the responsibility of Purchaser. To qualify for a credit, any shortage or damages (other than those incurred after delivery DAP) to the Product shall be reported in writing to Envirogen by Purchaser within five (5) business days of the date of delivery of the Product.

5. Force Majeure. If Envirogen is rendered unable to perform its obligations under the Order by an event beyond the reasonable control of Envirogen, Envirogen shall not be liable to Purchaser for failure or delay in such performance to the extent that the failure or delay is due to such force majeure event. Force majeure events shall include, but shall not be limited to, war (whether declared or undeclared), fire, flood, lightning, earthquake, hurricane, storm or any other act of God; strikes, lockouts or other labor difficulties; civil disturbances, riots, sabotage, accident not involving fault on the part of Envirogen or explosion; inability to secure necessary fuel, power, #6..
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Envirogen Technologies Confidential – Trade Secret and Proprietary Information equipment, transportation or raw materials and/or any other reason beyond the reasonable control of Envirogen.

6. Supervening Event. ‘Supervening Event’ is defined as an event or circumstance beyond Envirogen’s control that could not reasonably have been provided against before entering into the Purchase Order, which, having arisen, could not reasonably have been avoided or overcome, and which is not substantially attributable to the fault of Purchaser. A Supervening Event may include, but is not limited to exceptional events or circumstances of the following kind:
6A. Civil commotion, civil disobedience or dissent, riot, theft, vandalism or civil commotion or any declared State of Emergency, third-party protest
6B. Blockade or embargo, industrial action, or other labor-related disputes, strike, or lockout by persons other than Envirogen's personnel and other employees of Envirogen and Envirogen’s subcontractors;
6C. Munitions of war, explosive materials, ionizing radiation, or contamination by radioactivity, except as may be attributable to the Envirogen's use of such munitions, explosives, radiation, or radioactivity;
6D. Commercial impracticability, irreparable disruption of the economy or solvency of the agreement that is no fault of Envirogen;
6E. Governmental acts or omissions, changes in laws or regulations, failure of any utility supplier or governmental authority;
6F. Epidemic, pandemic, mandatory quarantine as declared by local governmental authority; 6G. Generalized lack of availability of materials or critical components or equipment within the local market;
This offer is predicated on the Parties acknowledging that the war in Ukraine and the COVID-19 pandemic are currently causing global disruption. While neither party is aware of any current cause that would prevent or delay Envirogen in its contract performance, it is understood that both Parties acknowledge that a Supervening Event could arise because of future impacts of these events.

Envirogen is neither responsible nor liable for any failure, hindrance, or delay in performing any obligation due to any ‘supervening or exceptional event’ beyond its reasonable control. If such an event occurs, Envirogen will work collaboratively with the Purchaser and take reasonable steps to meet contractual obligations and other associated provisions or find alternative solutions acceptable to the relevant counterparties. If Envirogen is prevented from performing any of his obligations under the Purchase Order due to a supervening event and suffers delay and/or incurs cost because of such event, in that case, Envirogen shall be entitled to an extension of time for any such delay (if completion is or will be delayed) and additional compensation associated with the event, which will be collaboratively and transparently agreed with Purchaser as soon as such an event materializes

7. Warranties. The following warranties are in addition to any other warranties specifically set forth in the Order:
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7.1 Products. Envirogen warrants to Purchaser that (i) Envirogen will have title to all Products delivered to Purchaser, free and clear of all liens, encumbrances and security interests, and (ii) that all Product will conform at the time of delivery to the written mechanical product description and/or specifications set forth or otherwise referenced in the Order. In the event of a failure by Envirogen to materially meet the terms of the warranty set forth in this Subsection 7.1, Envirogen, at its own expense, shall remove the defective, non-conforming product and replace it with a like quantity of conforming Product meeting the description or specifications.

7.2 Equipment, Parts and Goods. Except as otherwise provided for in the Order, Envirogen warrants as follows:

A. Equipment and systems which are the subject of the Order shall, when constructed, installed, used, maintained and operated in strict compliance with the plans, specifications and instructions of Envirogen, meet the performance criteria specifically set forth in the Order during the performance testing period described therein.

B. At the time of delivery, equipment and parts will be free from any and all material defects which would reasonably interfere with their use by Purchaser. In the event such defect is reported to Envirogen within twelve (12) months from date of installation of the equipment or part or within fourteen (14) months following delivery by Envirogen, whichever comes first, Envirogen will repair or replace the defective component without charge.

7.3 Services. Envirogen warrants as follows:

A. In providing services under the Order, Envirogen will comply with all federal, state and local laws.

B. The services to be provided by Envirogen shall be performed utilizing the same generally accepted standards of due diligence, skill, reasonable care and safety ordinarily employed by service providers similarly situated in the same geographic region and at the same time.

C. All Envirogen personnel engaged in providing the services pursuant to the Order (i) shall be appropriately supervised by qualified persons in Envirogen’s employ, (ii) shall be appropriately skilled to perform the work to which they are assigned, and (iii) shall have met appropriate licensing and certification requirements of the state in which the service are to be provided.

7.4 Media and Resins. Unless otherwise set forth in the Order, Envirogen warrants that media supplied by Envirogen meets or exceeds Envirogen’s specifications for the media and manufacturer’s specifications for the media at the time of shipment.

7.5 Patents. Envirogen warrants that neither its Products nor its services shall infringe upon any patent(s) or copyright(s), or misappropriate or misuse trade secret(s) or other confidential information unless such Product or service is provided in compliance with Purchaser provided specifications. In the event of a default under this patent and intellectual property warranty, upon notice of the default by Purchaser, Envirogen shall obtain on behalf of Purchaser such releases, licenses or other appropriate authorizations as shall be necessary to prevent the infringement.

7.6 ENVIROGEN MAKES NO WARRANTY, EXPRESSED OR IMPLIED, PURSUANT TO THESE

GENERAL CONDITIONS, THE ORDER OR OTHERWISE OTHER THAN AS IS SPECIFICALLY SET FORTH IN THIS WARRANTIES PARAGRAPH AND THE ORDER AND NONE SHALL BE IMPLIED. THE #6..
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Envirogen Technologies Confidential – Trade Secret and Proprietary Information

WARRANTIES AND ANY REMEDIES SET FORTH IN THIS WARRANTIES PARAGRAPH AND/OR THE ORDER ARE EXCLUSIVE. THE WARRANTIES ARE GIVEN AND ACCEPTED BY PURCHASER IN LIEU

OF ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESSED OR IMPLIED, INCLUDING

WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A

PARTICULAR PURPOSE, ALL SUCH WARRANTIES BEING HEREBY EXPRESSLY DISCLAIMED BY ENVIROGEN AND WAIVED BY PURCHASER. ANY REMEDIES PROVIDED FOR IN THIS

WARRANTIES PARAGRAPH AND OR THE ORDER ARE IN LIEU OF ALL OTHER REMEDIES AT LAW OR IN EQUITY FOR BREACH OF A WARRANTY.

7.7 Purchaser may assign Envirogen’s warranty obligations to the Owner without the consent of Envirogen and shall provide Envirogen with written notice of such an assignment.

8. Indemnification.

8.1 Each Party hereby agrees to defend, indemnify and hold the other Party and their respective partners, affiliates and subsidiaries, and their respective directors, officers, partners, members, employees and agents (collectively “Indemnified Parties”), harmless from and against any and all claims, liabilities, suits, proceedings, judgments, orders, fines, penalties, damages, losses, Costs and expenses (including, without limitation, costs of defense, settlement and reasonable attorneys’ fees and expenses) (all of the foregoing herein collectively called “Liabilities”), arising out of (i) the indemnifying Party’s negligence or willful misconduct; and, (ii) failure of the indemnifying Party or any of its employees or agents to observe or comply with any of the indemnifying Party’s duties or obligations under these General Conditions or the Order, including, without limiting the generality of the foregoing, any failure to observe or comply with any applicable laws, ordinances, codes, orders, rules or regulations; violation or breach of any provision in these General Conditions or the Order including, but not limited to, any warranty for which a remedy is not specified. The foregoing obligations of indemnity will include, but not be limited to, any and all Liabilities for or relating to (i) injury to or death of any person (including, without limitation, employees or agents of the Parties), (ii) damage to or loss or destruction of any property (including, without limitation, property of the Parties, or their respective employees or agents), and (iii) any spill, release or leak of any hazardous substance or waste or any contamination of, injury or damage to or adverse effect on the environment. The indemnifying Party shall be liable, however, only for that percentage of total Liabilities that corresponds to the indemnifying Party’s percentage of total negligence or fault as compared to that of the indemnified Party.

8.2 Neither Party shall have any liability to the other Party for any indirect, incidental, aggravated, exemplary, punitive, or consequential damages incurred by the other Party, whether brought on an action for breach of contract, breach of warranty, tort, strict liability, or otherwise and irrespective of whether caused or allegedly caused by either Party’s negligence or willful misconduct and none shall be awarded by any tribunal against a Party hereto in favor of a Party hereto; provided, however, that the limitations on liability contained in this Section 7.2 shall not apply to damages which are part of a third party claim for which a Party is claiming an indemnity obligation under this agreement from the other Party and the Party entitled to indemnity protection under this agreement is seeking an indemnity or other relief against the payment of such damages from the Party required to provide such indemnity or other relief. Anything in the #6..
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Proposal 24304 City of Modesto
March 7, 2023 Page 21
Envirogen Technologies Confidential – Trade Secret and Proprietary Information Order or these General Conditions notwithstanding, any liability of Envirogen under the Order shall not exceed in the cumulative aggregate, the lesser of the total fee or charges invoiced under the Order or $1,000,000.

9. Confidential Information.

9.1 Purchaser agrees that all information related to Envirogen’s systems, services, Products, methods, procedures, techniques, and equipment (“Confidential Information”) is and shall remain Envirogen’s exclusive proprietary and confidential information, know-how and property.

Purchaser agrees to use Confidential Information solely for the purposes set forth in the Order.

Purchaser agrees to keep Confidential Information confidential in accordance with the provisions of Section 8.2, and Purchaser shall not disclose, use or exploit for its benefit or the benefit of any third party Confidential Information other than in furtherance of the purpose of the Order.

Purchaser shall not reverse engineer, disassemble, chemically or biologically analyze or decompile any Product or other tangible objects which embody Envirogen’s Confidential Information.

9.2 Disclosure of Confidential Information may be in tangible form, by electronic media, by visual display or inspection or it may be provided orally. Confidential Information need not be marked “confidential”, “secret” or the like. Purchaser shall not use or disclose Confidential Information for any purpose other than as specified in the Order. Purchaser will use at least the same degree of care to avoid disclosure or unauthorized use of Confidential Information as Purchaser uses with respect to its own confidential information, but in no event less than a reasonable standard of care. Purchaser shall require in writing that the Owner agree to be contractually bound to Envirogen by the provisions of this Section 7.2. Envirogen may seek injunctive relief to enforce its rights under this Section without any requirement of proving irreparable injury. Confidential Information does not include the following: (a) information which prior to receipt by Purchaser was either generally available to the public or in Purchaser `s possession free of any restrictions on its use or disclosure from a source other than Envirogen; or (b) information which after the receipt thereof by the Purchaser either becomes available to the public through no fault of Purchaser or is acquired by Purchaser from a third party who has the legal right to transfer the information to Purchaser; or (c) information required to be disclosed by Purchaser pursuant to law but only after reasonable notice of the requirement of disclosure is provided to Envirogen.

10. Termination for Convenience. If the Order provides that the Purchaser may terminate the Order for its convenience and without cause, such termination shall be accomplished by written notice from the Purchaser to Envirogen. Upon such a termination for convenience, Purchaser shall pay Envirogen (i) for all Products and services delivered prior to the date of termination, and (ii) any and all Costs incurred by Envirogen prior the date of Termination incurred by Envirogen in the engineering, design, production, acquisition, transportation or otherwise for any Product or service as yet undelivered plus a mark-up of 25% and (iii) all reasonable Costs associated with the demobilization of Envirogen following the termination.

11. Insurance. If the services and/or the delivery of the Products require Envirogen or its contractors or carriers to enter on to any property owned or occupied by Purchaser, then Envirogen shall procure and maintain the following insurance coverages:
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Proposal 24304 City of Modesto
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Envirogen Technologies Confidential – Trade Secret and Proprietary Information Coverage Policy Limits
Workers’ Compensation Statutory
Employer’s Liability Insurance $1,000,000 per accident or disease Commercial General Liability $1,000,000 per occurrence and including contractual liability; and $1,000,000 in the
aggregate
Automobile Liability Policy $1,000,000 per occurrence (including owned, non-owned, and hired vehicles) non-owned, and
hired vehicles)
All such policies shall name Purchaser and Owner as an additional insured as respects liability arising from work or operations performed by or on behalf of Envirogen (excluding the workers’ compensation policy). Envirogen shall promptly furnish Purchaser with certificates of insurance evidencing the required insurance coverage.

12. Miscellaneous Provisions.

12.1 For all purposes of the Order, Envirogen is and shall remain an independent contractor.

There are no intended third party beneficiaries to these General Conditions or the Order and nothing in this Contract will entitle any person other than Envirogen or Purchaser to any claim, cause of action, remedy or right of any kind under the Order.

12.2 Purchaser agrees that during the term of the Order and for a period of twelve (12) months thereafter, Purchaser will not, directly or indirectly, solicit, request or otherwise induce any Envirogen employee or personnel to terminate his or her employment with Envirogen if such employee has been materially engaged in providing Product or services to Purchaser under the Order. Nothing herein shall be construed to prohibit the hiring of Envirogen employees who have responded without any direct inducement by Purchaser to publically available employment advertisements by Purchaser.

12.3 Those provisions of these General Conditions or the Order which by their nature are intended to survive the termination, cancellation, completion or expiration of these general conditions or the Order to which they apply shall continue as valid and enforceable obligations of the Parties, notwithstanding any such termination, cancellation, completion or expiration. Such provisions include, but are not limited to, provisions concerning warranties, indemnifications and confidentiality.

12.4 The validity, interpretation and performance of these General Conditions shall be governed exclusively in accordance with and by the laws of the State of Texas, save and except those Texas laws governing choice of laws which would result in the choice of a law or laws of another jurisdiction.
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Proposal 24304 City of Modesto
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Envirogen Technologies Confidential – Trade Secret and Proprietary Information

12.5 In the event of any dispute between the parties arising under these General Conditions or the Order, the parties agree that (i) the civil courts in and for the County of Montgomery, State of Texas, shall have exclusive jurisdiction and venue to determine such dispute(s) and each party hereby waives any objection to such jurisdiction and venue in any such court and any claim that such forum is an inconvenient forum and (ii) the prevailing Party shall be awarded its costs of suit, including reasonable attorney's fees.

12.6 The Order and these General Conditions set forth the entire agreement of the Parties regarding the services and Products described in the Order and supersede all prior discussions and agreements of the Parties, whether written or verbal other than prior confidentiality or nondisclosure agreements between Purchaser and Envirogen. The Order and these General Conditions may not be modified, amended, rescinded, canceled or waived in whole or in part by amendment or change order, except by written instrument, signed by both Parties, which makes specific reference to the Order and which specifies that the Order or these General Conditions are being amended, modified or otherwise altered. All change orders shall make specific reference to the Order and shall be signed by both Parties. All change orders shall indicate any modifications or amendment to the pricing or delivery schedule resulting from the change in scope. Any request by Purchaser to either accelerate or delay a deliverable date described in the Order for any reason shall require a mutually acceptable change order pursuant to this Section.

Such change order shall include the new schedule of deliverable due date(s) and any price adjustment occasioned by the change in schedule.

12.7 Any waiver by either Party of any provision or condition of the Order or these General Conditions shall not be construed or deemed to be a waiver of any other provision or condition of the Order or these General Conditions, nor a waiver of any subsequent breach of the same provision or condition.

12.8 If any section, subsection, paragraph, clause or sentence of the Order or these General Conditions shall be adjudged illegal, invalid or unenforceable, such event shall not affect the legality, validity or enforceability of the remaining portions of the Order and these General Conditions as a whole or any portion thereof.

12.9 The covenants and agreements contained herein shall be binding on and inure to the benefit of the Parties hereto and their respective successors and assigns.

12.10 The Order (or any amendment) may be executed in two or more identical counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute the Order when a duly authorized representative of each Party has signed a counterpart. Photographic, facsimiled and scanned copies of such executed counterparts may be used in lieu of the originals for any purpose. #6..
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1 SOLE SOURCE # 2223-35

GRAYSON ENVIROGEN DUAL MINX TREATMENT
SYSTEM

BID FORM F - FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this IFB process and Bidder’s submission of a Bid therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Bidder until all person with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

Bidder must therefore complete this Bid Form F – Financial Interest Disclosure, listing by name all parties that have a material financial interest in the agreement, contract or development right.

PLEASE NOTE, any Council action that requires a Financial Interest Disclosure cannot be considered by the City Council until the required reporting is made. That means that City Council agenda items without the disclosure will be removed from the Council agenda.

Financial Interest Disclosure to City of Modesto
The Bidder shall identify any person with a financial interest in the Bidder by name, below.

For the purposes of this disclosure, a “Financial Interest” shall have the meaning contained in Modesto Municipal Code section 2-10.02.

Persons having an aggregate economic interest in the Bidder less than two thousand dollars ($2,000.00) at all times prior to final Council action of the proposed contract are not required to be listed on the Financial Interest Disclosure.

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Bidder meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-

10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Bidder is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
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2 SOLE SOURCE # 2223-35

GRAYSON ENVIROGEN DUAL MINX TREATMENT
SYSTEM
Print Names of Persons Having a Financial Interest in Bidder Receiving this Agreement:

First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
By signing this document, I agree to the information contained within.

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:

Joe Higgins, CEO
Kris Sticinski, COO
Todd Webster, VP
Envirogen Technologies, Inc.

JOSEPH HIGGINS, Group CEO
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03/20/2023
Please see attached justification from the department. CW 03/202/2023 #6..
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A Lifecycle Performance Company
www.envirogen.com
September 16, 2022
Mr. Jeff Daniels
Water Division Manager
Utilities Department
Water Services Division
City of Modesto, CA
Re: Sole sourcing of Envirogen Technologies, Inc. for a Dual MinX Regenerable Ion Exchange System Dear Mr. Daniels:

On September 12, 2022, Envirogen Technologies, Inc. (Envirogen) was requested by the City of Modesto (City) to provide a justification regarding the potential sole sourcing of Envirogen as it relates to a new, updated regenerable ion exchange (IX) system. This letter is in response to that request.

Background
Currently, operating at the Grayson site (Wells 274 & 295), the City has two existing Envirogen SimPack regenerable IX treatment systems, both originally supplied by Envirogen in the 2004 timeframe. These IX treatment units are at the end of their useful life, utilizing outdated technology with parts that are becoming obsolete. Subsequently, for the past nine months, Envirogen has been in discussions with the City staff about the need to provide an equivalent, updated treatment system to replace the existing legacy units.

Equipment
Envirogen’s ion exchange treatment process is a patented technology that has been developed through two decades of research & development. At the Grayson site, the existing Envirogen SimPack IX technology continues to offer the City a safe source of nitrate-treated water for its ratepayers. However, over recent years, this legacy equipment has developed operational concerns and issues as it approaches the end of its useful life.

Envirogen is proposing to replace the legacy SimPack systems with a new Dual MinX ion exchange system. This Dual MinX system offers all of the existing features of the legacy SimPack units, but also incorporates numerous technology, controls, and operational advancements from the past twenty years of innovation of the technology.

Still, the Dual MinX design and operation are fundamentally similar to the existing SimPack systems. As the legacy system is replaced with the newer version of the technology, this similar design and operation aspect is important on two fronts:
(1) With the current baseline of City staff knowledge in the operation of the legacy equipment, a smoother transition to a similarly designed and operating newer unit will occur. (2) The Department of Drinking Water (DDW) observes this replacement of the existing equipment by Envirogen simply as an upgrade, and not a complete change to a new piece of treatment equipment.

This aspect is critical as it allows the drinking water permit to only be amended for the newer equipment.

Such an amended permit for the similar equipment will result in minimal delays in the implementation and permitting of this technology, ensuring that only limited downtime exists during the transition to a fully commissioned Dual MinX. During such times of continued drought, an efficient change from one similar technology to another (by the same manufacturer) is of significant importance, ensuring the ratepayers are receiving adequate and consistently treated supplies of water. #6..
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A Lifecycle Performance Company
www.envirogen.com
In addition to the supply of the equipment, Envirogen continues to support the City through an established service contract. This relationship and effort will continue with the newly installed equipment, with Envirogen’s local and experienced service technicians available for operational assistance and staff training. In continuing to assist the City staff in maintaining the unit in a peak operational state, Envirogen also maintains a local warehouse supply of spare critical parts. Such a continued and ongoing commitment allows for further efficient operation of the new equipment by the City.

Conclusion
Sole-sourcing of Envirogen to provide such updated equipment and continued service is of paramount importance. The existing water treatment plant has been a critical resource for the City of Modesto in supplying safe potable water to its consumers, and the implementation and utilization of this upgraded Envirogen Dual MinX equipment will result in the continued operational robustness and reliability experienced by the City for the past twenty years.

Thank you for this opportunity to explain the uniqueness of the treatment equipment and the current relationship between the City and Envirogen. We are always open and available for discussions on how to strengthen our partnership and make it more effective for the City. If you require additional information, please contact me directly per my information below.

Sincerely,
Todd S. Webster, Ph.D., P.E.

Vice President
[email protected]
(619)887-1385
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CITY OF MODESTO

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 3, 2023
Date: March 9, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Analytical Laboratory Testing Services, Water Division CONTACT: Jeff Daniels, Water Division Manager, [email protected], 209-342-4585 DESCRIPTION:

Consider approving an Agreement for Analytical Laboratory Testing Services to Alpha Analytical Laboratories, Livermore, CA, for a total amount not to exceed $1,837,587 over five years. (Funding Source: Water Fund)
STRATEGIC PLAN ELEMENT:

BACKGROUND:

On June 5, 2018, by Council Resolution 2018-201, Council authorized the award of bid to Alpha Analytical Laboratory, Livermore, CA for State Required Regulatory analytical laboratory testing for a two-year agreement with three one-year extension options for a total amount not to $1,166,550 over five years.

On June 5, 2018, by Council Resolution 2018-202, Council authorized the award of bid for the furnishing of UCMR4 analytical testing to BSK Associates, Fresno, CA for a total cost not to exceed $79,112 over three years.

State Required Regulatory Analytical Laboratory Testing The Utilities Department, Water Services Division, is required by the State of California Water Resources Control Board (SWRCB) and the USEPA to test and monitor for prescribed regulations that limit the amount of certain contaminants in water provided by public water systems, ensuring that the water is safe to drink. The scope of work for analytical laboratory testing has increased in the last five years to include testing for lead in all public schools (K-12) served by our water system and sampling for the constituent 1-2-3 Trichloropropane. #7..
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Additionally, increased costs occur due to annual state inspections of the City’s nine water systems as well as emerging regulations on new contaminates with health concern. The analytical laboratory testing agreement includes funding for newly adopted testing methods, as well as newly adopted Maximum Contaminant levels (MCLs) on current regulated contaminants, lowered levels and adopting of new contaminant MCLs.

Fifth Unregulated Contaminant Monitoring Rule (UCMR5) Laboratory Testing The 1996 Safe Drinking Water Act amendments require that once every five years the EPA issue a new list of no more than 30 unregulated contaminants to be monitored by public water systems. This monitoring study provides a basis for future regulatory actions to protect public health. The Water Services Division must schedule and sample for the specific contaminants issued by the EPA and report those results back to the EPA by the deadline of the study.

Samples will be taken on a quarterly basis for one year from 53 different sampling sites.

The bid proposal consisted of two different categories. This first category consisted of routine sampling and all technical specifications that cannot be performed in house by the City’s Laboratory facility and therefore requires contracting to outside certified laboratories.

The second category consists of testing requirements mandated by the EPA for the UCMR5 analytical laboratory testing. Due to the stringent requirements in time with sampling and completing the analysis, staff required in the RFP addendum that the City will allow the contracted to subcontract UCMR5 analyses (EPA methods 533,200.7) to a certified lab as long as the subcontracted lab is within 150 miles from the City of Modesto, Water Services Division.

DISCUSSION:

On September 13, 2022, the City Manager authorized the Purchasing Manager to solicit the procurement for analytical laboratory testing services. On November 17, 2022, the Purchasing Division issued Invitation for Bid (IFB) 2223-13 for analytical laboratory testing services on the City’s PlanetBids public bidding website under various commodity codes.1 Prospective bidders were notified online and via email of the bid opportunity. Twenty-nine (29) companies downloaded the IFB document from PlanetBids.

On December 20, 2022, bids were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Three (3) chose to respond, one (1) of which was a local vendor.

Based on providing the lowest responsive and responsible bid, City staff recommended to award the analytical laboratory testing services to Alpha Analytical Laboratories, Livermore, CA for a (2) two-year agreement with (3) three one-year extension options, for an estimated annual amount of $322,625 and UCMR5 one-time project amount of $103,600 for a total amount not to exceed $1,837,587 over five years.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment, or contractual services to be formally bid. Based on providing the lowest responsive and responsible bid which conforms to the Modesto Municipal Code, 8-3.203 City staff recommends the award of bid for analytical laboratory testing services to Alpha Analytical Laboratories, Livermore, CA.
1 90783 – Testing Services, 96148 – Laboratory and Field Testing, 98900 – Sampling and Sample Preparation Services, and 98991 – Water Sampling and Analysis Services #7..
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Analytical Laboratory Testing Services

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FISCAL IMPACT:

Expenditures over the past five years for analytical laboratory testing and UCMR4 laboratory testing are listed in the table below. UCMR is completed every five years per EPA requirements and requires the Water Division to sample for specific contaminants. Sampling for UMCR4 was completed in the previous five-year cycle from 2018-2020. UCMR5 requires a sample collection for chemical contaminants to be completed in four consecutive quarters between 2023-2025.

CONTRACT YEAR EXPENDED
FY 2018/2019 – Sampling/Testing $126,627
FY 2018/2019 – UCMR4 $ 61,541
FY 2019/2020 – Sampling/Testing $184,953
FY 2019/2020 – UCMR4 $ 1,247
FY 2020/2021 – Sampling/Testing $184,345
FY 2021/2022 – Sampling/Testing $197,825
FY 2022/2023 – Sampling/Testing $127,972
Grand Total $884,510
The costs for these services will be covered by the Water Division through the Utilities Department, Water Fund FY 2023-24 operating budget for an annual estimated amount of $322,625 for years one and two; UCMR5 one-time project amount of $103,600 and an estimated 6% increase will be applied for years three through five based on the current consumer price index (CPI) for a total amount not to exceed $1,837,587.00 over five years. (Water Fund: 4100)
ANTICIPATED AGREEMENT EXPENDITURES:

Sampling/Testing – Annual cost of $322,625 x Year 1 & Year 2 $ 645,250.00 Sampling/Testing – Annual cost of $322,625 x Year 3 (+ 6% CPI) $ 341,983.00 Sampling/Testing – Annual cost of $341,502 x Year 4 (+ 6% CPI) $ 362,502.00 Sampling/Testing – Annual cost of $362,502 x Year 5 (+ 6% CPI) $ 384,252.00 UCMR 5 Project – One-time project amount of $103,600 $ 103,600.00 Total Cost Over Five Years $1,837,587.00
*Includes a 6% increase based on (CPI)
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion approving the Award of Bid and Agreement for Analytical Laboratory Testing Services to Alpha Analytical Laboratories, Livermore, CA for a (2) two-year Agreement with (3) three oneyear extension options, for an annual estimated amount of $322,625 with an estimated 6% CPI increase applied for years three through five and for the Fifth Unregulated Contaminant Monitoring Rule (UCMR5) one-time project amount of $103,600 for a total amount not to exceed $1,837,587 over five years, and forwarding to Council for approval.

Approved by:

William Wong, Director of Utilities
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Analytical Laboratory Testing Services

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Joseph P. Lopez, City Manager
Attachments:

1. Agreement

2. Exhibit B Bid Submittal

3. Exhibit C IFB 2223-13

4. Financial Interest Disclosure

5. Cost Abstract
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1 ANNUAL AGREEMENT NO 240508

ANALYTICAL LABORATORY TESTING SERVICES

ALPHA ANALYTICAL LABORATORIES
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________________ , 2023, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Alpha Analytical Laboratories, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2023-______ authorizing the Award of Bid and agreement for the ANALYTICAL LABORATORY TESTING SERVICES to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B”, and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the ANALYTICAL LABORATORY TESTING SERVICES as described in IFB 2223-13, attached hereto as Exhibit “C”, and made a part hereof (hereinafter called IFB).

NOW, THEREFORE, the parties hereto mutually agree as follows:
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2 1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and insurance necessary to perform and complete the required work as specified in Exhibit “C”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $322,625 and for the Fifth Unregulated Contaminant Monitoring Rule (UCMR5) onetime project amount of $103,600. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $1,837,587. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

AGREEMENT PRICING
ITEM # ITEM/DESCRIPTION UOM
Price Per
Each
Project 1 - Continuous Annual Sampling
A1 Anions by Ion Chromatography (300.0) EA $15.00
A2 Arsenic Only (200.8) EA $15.00
A3 Asbestos – TEM EA $300.00
A4 Carbamates (531.1) EA $90.00
A5 Cyanide – F (SM4500) EA $40.00
A6 Diquat (549.2) EA $90.00
A7 EDB/DBCP (504.1) EA $45.00
A8 Endothall (548.1) EA $90.00
A9 Glyphosate (547) EA $90.00
A10 GM/IO/GP (Various) EA $215.00
A11 Gross Alpha Particle Activity (900) EA $60.00
A12 Gross Beta Particle Activity (900) EA $60.00
A13 HAA5 (552.2) EA $70.00
A14 Herbicides (515.3) EA $90.00
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3 A15 Manganese Only (200.8) EA $15.00
A16 Nitrate as N (EPA 300.0 ) EA $15.00
A17 Nitrite as N (EPA 300.0) EA $15.00
A18 Nitrosamines (521) EA $15.00
A19 OCP and PCB (508) EA $90.00
A20 Polynuclear Aromatics (525.2) EA $90.00
A21 TCP SRL 524M-TCP (with 0.7 ppt low detection reported) EA $90.00 A22 Radium 226 (903.0) EA $125.00
A23 Radium 228 (Ra - 05) EA $125.00
A24 Title 22 Metals (200.8) EA $15.00
A25 Total Organic Carbon (SM5310 A-D) EA $40.00
A26 TTHM (524.2) EA $45.00
A27 Uranium (908.1) EA $15.00
A28 VOC (524.2) EA $75.00
A29 PCE/TCE only EA $75.00
A30 Lead and Copper (every 3 years) EA $30.00
A31 Per and Polyfluoroalkyl Substances (EPA 533) EA $325.00 A32 Chromium VI (218.6) EA $45.00
A33 Colilert 18 – P/A EA $14.00
A34 Conductivity (SM2510B) EA $7.00
A35 Colisure – P/A EA $14.00
A36 HPC EA $18.00
A37 MPN EA $18.00
A38 %Brine EA $5.00
A39 TDS (SM2540C) EA $15.00
Training:

At the direction of the CITY, CONTRACTOR shall provide a “Sample Training and Collection Class”. This class shall train new staff and reiterate practices and procedures to existing staff, such as proper methods of taking and completing sample collection, filling out COC’s, CSC’s, various labels, and how to fill bottles. The training shall be a minimum of one (1) hour and held three times per year. The Water Division will schedule the training session.

ITEM # ITEM/DESCRIPTION UOM
Price Per
Each
PROJECT 2 - UCMR5
B1
11-chloroeicosafluoro-3-oxaundecane-1-sulfonic acid (11ClPF3OUdS) (EPA 533) EA $325.00 B2
9-chlorohexadecafluoro-3-oxanonane-1-sulfonic acid (9ClPF3ONS) (EPA 533) EAIncluded with B1 Pricing
B3 4,8-dioxa-3H-perfluorononanoic acid (ADONA) (EPA 533) EA Included with
B1 Pricing
B4
hexafluoropropylene oxide dimer acid (HFPO DA) (EPA
533) EA
Included with
B1 Pricing
B5 nonafluoro-3,6-dioxaheptanoic acid (NFDHA) (EPA 533) EA Included with
B1 Pricing
B6 perfluoro butanoic acid (PFBA) (EPA 533) EA
Included with
B1 Pricing
B7 perfluorobutanesulfonic acid (PFBS) (EPA 533) EA
Included with
B1 Pricing
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4 B8
1H,1H, 2H, 2H-perfluorodecane sulfonic acid (8:2FTS)
(EPA 533) EA
Included with
B1 Pricing
B9 perfluoro decanoic acid (PFDA) (EPA 533) EA
Included with
B1 Pricing
B10 perfluoro dodecanoic acid (PFDoA) (EPA 533) EA
Included with
B1 Pricing
B11
perfluoro(2-ethoxyethane)sulfonic acid (PFEESA) (EPA
533) EA
Included with
B1 Pricing
B12 perfluoroheptanesulfonic acid (PFHpS) (EPA 533) EA
Included with
B1 Pricing
B13 perfluoro heptanoic acid (PFHpA) (EPA 533) EA
Included with
B1 Pricing
B14
1H,1H, 2H, 2H-perfluorohexane sulfonic acid (4:2FTS)
(EPA 533) EA
Included with
B1 Pricing
B15 perfluorohexanesulfonic acid (PFHxS) (EPA 533) EA
Included with
B1 Pricing
B16 perfluoro hexanoic acid (PFHxA) (EPA 533) EA
Included with
B1 Pricing
B17 perfluoro-3-methoxypropanoic acid (PFMPA) (EPA 533) EA Included with
B1 Pricing
B18 perfluoro-4-methoxybutanoic acid (PFMBA) (EPA 533) EA Included with
B1 Pricing
B19 perfluoro nonanoic acid (PFNA) (EPA 533) EA
Included with
B1 Pricing
B20
1H,1H, 2H, 2H-perfluorooctane sulfonic acid (6:2FTS)
(EPA 533) EA
Included with
B1 Pricing
B21 perfluorooctanesulfonic acid (PFOS) (EPA 533) EA
Included with
B1 Pricing
B22 perfluorooctanoic acid (PFOA) (EPA 533) EA
Included with
B1 Pricing
B23 perfluoropentanoic acid (PFPeA) (EPA 533) EA
Included with
B1 Pricing
B24 perfluoropentanesulfonic acid (PFPeS) (EPA 533) EA
Included with
B1 Pricing
B25 perfluoro undecanoic acid (PFUnA) (EPA 533) EA
Included with
B1 Pricing
B26
N-ethyl perfluorooctanesulfonamidoacetic acid
(NEtFOSAA) (EPA 537.1) EA
Included with
B1 Pricing
B27
N-methyl perfluorooctanesulfonamidoacetic acid
(NMeFOSAA) (EPA 537.1) EA
Included with
B1 Pricing
B28 perfluorotetradecanoic acid (PFTA) (EPA 537.1) EA
Included with
B1 Pricing
B29 perfluoro tridecanoic acid (PFTrDA) (EPA 537.1) EA
Included with
B1 Pricing
B30 Lithium (EPA 200.7) EA $45.00
Expedited Fee’s Percentage
24 - Hour 100%
48 - Hour 75%
72 - Hour 50%
4 - Day 35%
5 - Day 25%
6 - Day 20%
7 - Day 15%
8 - Day 10%
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5 9 - Day 5%
Training:

At the direction of the CITY, CONTRACTOR shall provide a “Sample Training and Collection Class”. This class shall train staff proper methods of taking and completing sample collection, filling out COCs, various labels, and how to fill bottles part of UCMR5. The training shall be a minimum of one (1) hour. The Water Division will schedule the training of UCMR5 sampling session.

2. CITY REPRESENTATIVE:

CITY Representative is: Manuel Martinez, Superintendent [email protected] (209) 342-4592 Purchasing Division Contact: Carol Wattle, Buyer [email protected] (209) 577-5406 The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

3. CONTRACTOR REPRESENTATIVE:

CONTRACTOR: Robbie Phillips, President [email protected] or 925-828-6226

4. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of two years, with three one-year extension options at the sole discretion of CITY, for a total of up to five years.

Year 1: June 11, 2023 through June 10, 2024
Year 2: June 11, 2024 through June 10, 2025
Year 3: June 11, 2025 through June 10, 2026
Year 4: June 11, 2026 through June 10, 2027
Year 5: June 11, 2027 through June 10, 2028
Pricing as set forth in Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

Price increases for any subsequent AGREEMENT years following the second year, shall not exceed the percentage change in the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year, and shall be negotiated through the Purchasing Division. Requests for price increases #7..
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6 shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

5. LIABILITY INSURANCE:

The CONTRACTOR 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 City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies. a. General Liability - insurance with a minimum limit of liability per occurrence of $2,000,000 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. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.
b. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Workers' 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 per accident for bodily injury or disease. d. Pollution Liability – and/or Asbestos pollution liability and/or errors & omissions applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one-year.

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 CONTRACTOR shall promptly obtain a #7..
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7 new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR 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 CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR 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.

The CONTRACTOR’s insurance policy(ices) 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 CITY’s Risk Manager.

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

6. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR “Net 30 terms via CITY’s ePay #7..
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8 Program”. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT number - 240508
 CITY department/division name and address
 Billing period
 Service hours worked day and week
 Unit price, extended price, sales tax, and total

7. INDEMNITY: The CONTRACTOR shall hold the CITY, its agents, officials, 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 CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its agents, officials, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance.

8. VENUE & GOVERNING LAW:

Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California #7..
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9 This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws provisions or principles.

9. ATTORNEYS’ FEES: If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

10. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced after the agreement administrator receives and has on file:

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2023-_______;
b. Exhibit B CONTRACTOR Bid submittal;
c. Exhibit C IFB No. 2223-13;
d. Contractor’s City of Modesto business license

11. TERMINATION OF SERVICES:

Termination for Default: In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the nonperformance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

Termination by City for Convenience: The City may also terminate this AGREEMENT the Contractor's performance under the Agreement, either in whole or in part, at its own discretion and without cause.

Post-Termination Procedure
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10 Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors, and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are 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, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES 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 CONTRACTOR in performing the SERVICES 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 SERVICES 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 SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
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11 i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the CONTRACTOR 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 SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

12. COMPLIANCE WITH ALL LAWS:

CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the SERVICES described herein, will comply with all federal, state, county and municipal laws, rules and regulations which may be applicable to the work herein contracted for, whether now in existence or hereafter adopted.

13. FAILURE TO PERFORM SATISFACTORY WORK: It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
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12 b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

Those discrepancies and deficiencies in the SERVICES that remains uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence.

Unless otherwise negotiated, billing adjustments for this incomplete or uncorrected work shall be permanent retention of 100% of the estimated monthly cost for the SERVICES not corrected or completed.

14. ASSIGNMENT OF RIGHTS: The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this AGREEMENT or any allowed subcontract. The assignment made by CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective at the time the CITY makes final payment to the CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

15. CITY PROCESS/PROCEDURE APPROVALS: CITY approval of any process or procedure shall not relieve CONTRACTOR of its responsibility to furnish the required SERVICES meeting all specifications contained herein.

16. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES: If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage or perform the repairs and send an invoice to the CONTRACTOR for such costs, which shall be paid within thirty (30) days. #7..
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13 17. NOTICES:

Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

CONTRACTOR: Alpha Analytical Laboratories, Inc.
262 Rickebacker Circle
Livermore, CA 94551
Attn: Robbie Phillips
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

18. SIGNATORY(IES) FOR CONTRACTOR:

Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and have full authority to, execute the AGREEMENT.

19. QUANTITIES: No minimum or maximum is guaranteed or implied.

20. FUNDING: All annual extensions are based upon continuous funding for that purpose by the City Council. Failure to fund any annual extension shall result in an immediate termination of the AGREEMENT without redress.

21. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES: If mutually agreeable to all parties, the issuance of any resultant contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply. #7..
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14 22. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT. e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements #7..
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15 promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

23. CONTRACTOR LICENSES & PERMITS: CONTRACTOR warrants and represents that it possesses and shall maintain all licenses, and shall secure and maintain all necessary permits, necessary to perform the SERVICES.

25. FACILITIES AND EQUIPMENT: Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this AGREEMENT. CITY shall make available to CONTRACTOR only the facilities and equipment listed in EXHIBIT “B” and “C”, and only under the terms and conditions set forth herein.

26. INDEPENDENT CONTRACTOR; NOT AGENT: At all times during the term of this AGREEMENT, CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR’s services rendered pursuant to this AGREEMENT. Except as City may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this AGREEMENT to bind City to any obligation whatsoever.

27. DRUG FREE WORKPLACE: CONTRACTOR certifies that it is following and in compliance with #7..
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16 Sections 8350 - 8355 of Chapter 5.5 of the Government Code, Drug Free Workplace Act whereby each person or organization awarded a contract/purchase order or grant for the procurement of any property or service from any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.

28. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance.

29. 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.

30. HEADINGS NOT CONTROLLING:

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

31. MISCELLANEOUS:

Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT.

32. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY.

Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, 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 or exception to any of the terms, conditions, and #7..
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17 provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

33. PARTIAL INVALIDITY:

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested by its City Clerk under authority of Resolution No. 2023-_______, adopted by the Council of the City of Modesto on the _____ day of _____________________, 2023 and Alpha Analytical Laboratires has caused this Agreement to be duly executed.
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1 INVITATION FOR BIDS (“IFB”) NO. 2223-13
FOR

ANALYTICAL LABORATORY TESTING SERVICES
BID OPENING: December 20, 2022 at 11:00 A.M.

CITY OF MODESTO CONTACT: Carol Wattle, Buyer
E-MAIL ADDRESS: [email protected]
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2 TABLE OF CONTENTS
Page
. Notice to Bidders............................................................................................................. 3-4 . Calendar of Events............................................................................................................. 5 . City Contacts...................................................................................................................... 5 . Precedence.......................................................................................................................... 5 . Virtual Opening.................................................................................................................. 6

GENERAL REQUIREMENTS
. Bid Submittal...................................................................................................................... 7 . Acceptance/Rejection of Irregular Bids............................................................................. 7 . Complete Bid Document................................................................................................. 7-8 . Compliance/Non-Compliance............................................................................................ 8 . Proposed Pricing Format.................................................................................................... 8 . Award of Bid................................................................................................................... 8-9 . Protest and Appeal Procedures....................................................................................10-14 . Bid Submittal Checklist ................................................................................................... 15 REQUIRED BID SUBMISSION DOCUMENTS (Sign Wherever Indicated) . Bid Form A – IFB Acknowledgement…………………………………….………. 16-18 . Bid Form B – Bidder Company Information ………………………………………19-20 . Bid Form C - Pricing Schedule …………………………………………………… 21-24 . Bid Form D – Bidder Exceptions, Clarifications, Amendments ……………………… 25 . Bid Form E – Bidder Customer References ………………………………………..26-27 . Bid Form F - Financial Interest Disclosure ……………………………………….. 28-29 . Bid Form G – Local Business Preference Declaration................................................... 30 . Bid Form H – Bidder Company History Statement ....................................................... 31 . Bid Form I - Addenda Acknowledgement....................................................................... 32 . Bid Form J – Bidder Warranty Statements...................................................................... 33 . Bid Form K – Bidder Experience and Certifications..................................................34-35 . Bid Form L - Subcontractors List .................................................................................... 36

TECHNICAL REQUIREMENTS
. Scope of Work Project 1 Continuous Annual Sampling............................................37-41 . Scope of Work Project 2 UCMR5 Sampling..............................................................42-46 . Required Licenses............................................................................................................ 46 . Sample Annual Agreement ……………………………………………………….. 47-61 #7..
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INVITATION FOR BIDS # 2223-13

ANALYTICAL LABORATORY

TESTING SERVICES
3 NOTICE TO BIDDERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California (“City”), will receive at the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 sealed Bids (each, a “Bid”) from qualified Bidders (each, a “Bidder”) for the furnishing of analytical laboratory testing services (the “Services”) for the City of Modesto, Utilities Department, Wastewater Division.

All equipment, materials, and supplies shall be furnished F.O.B. City of Modesto (delivery charges borne by Bidder, included in the Services pricing herein, and not separately charged to the City).

Bidders are highly recommended to download all IFB documents from the City’s Purchasing Division website at http://www.modestogov.com/257/Contracting-Bid-Opportunities; such IFB documents shall include all specifications necessary for Bidders to submit a responsive Bid..

Each Bid shall be sealed and filed with the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 prior to, Tuesday, December 20, 2022 at 11:00 A.M., at which time Bids will be opened, read, and recorded. The opening of bids will not be physically open to the public but may be viewed simultaneously via video conferencing in the manner provided for herein. All Bids shall be available for review following City Council award approval at the Purchasing Division, 1010 Tenth Street, 5th Floor, Suite 5300, Modesto, CA 95354.

Bids will be received only at the address shown above, and prior to the time indicated. Any Bid received at or after said time and/or date, or at a place other than the stated address cannot be considered and will be returned to the Bidder unopened.

All Bids, whether delivered by an employee of the Bidder, U.S. Postal Service, courier, or package delivery service must be received and time stamped at the stated address prior to the time designated.

The City Clerk’s time stamp shall be considered the official timepiece for the purpose of establishing the actual receipt of Bids. Bids will not be accepted by email or facsimile. The City of Modesto assumes no responsibility for delay in the delivery of the Bid. #7..
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INVITATION FOR BIDS # 2223-13

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4 On the outside of the Bid envelope and courier envelope, if any, the Bidder shall indicate the following:
“NAME AND ADDRESS OF BIDDER
BID IN RESPONSE TO INVITATION FOR BIDS # 2223-13
BID OPENING DATE: DECEMBER 20, 2022 AT 11:00 A.M.”
Bidder must deliver your Bid by a preferred method to the appropriate location below:

MAIL TO: CITY CLERK DELIVER/ COURIER TO: CITY CLERK

CITY OF MODESTO CITY OF MODESTO
P.O. BOX 642 1010 10TH STREET,
SUITE 6600, MODESTO, CA 95353 MODESTO, CA 95354
The City reserves the right to reject any or all Bids or to waive any informalities or minor irregularities in a Bid.

No Bidder may withdraw its Bid for a period of 90 days after the date set for the opening thereof. #7..
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5 CALENDAR OF EVENTS
Event Date
IFB Issued November 17, 2022
Written Questions Due via Email November 29, 2022
Addendum Issued (if required) December 6, 2022 (approximate date) Bid Due Date & Time PRIOR 11:00 A.M. on Tuesday, December 20, 2022 Agreement Award Approximately May 2023

CITY CONTACT
All questions regarding these specifications, terms, and conditions shall be submitted in writing via email to the City’s Purchasing Division contact named on the cover page of this IFB (“City Contact”) by the date listed in the CALENDAR OF EVENTS above. The City will respond to pertinent questions through issuance of an Addendum to be available to all Bidders. All contact between Bidder and the City regarding the Bid process shall be through the City Contact. Attempts by the Bidder to contact other City personnel regarding this IFB and associated process may result in disqualification of the Bidder. Notwithstanding the foregoing, information intentionally or un-intentionally provided by any person other than the City Contact may not be correct and will not be binding upon the City.

BIDDER FAMILIARITY WITH SERVICE CONDITIONS
It is the responsibility of each Bidder to become familiar with all of the specifications, terms and conditions and the site condition (if applicable). The Bidder agrees to and acknowledges all IFB specifications, terms, and conditions and indicates the ability to perform by submission of a Bid. By the submission of a Bid, the Bidder certifies that if awarded a contract it will make no claim against the City based upon ignorance of conditions or misunderstanding of the specifications.

PRECEDENCE
Bidder agrees that any agreement resulting from City’s acceptance of its Bid, together with the terms in any City purchase order and associated specifications provided by the City to Bidder therewith, shall comprise the entire agreement between City and Bidder. Moreover, Bidder agrees that any additional or contrary terms contained in Bidder’s acknowledgement of, shall be null and void. #7..
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6 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Bid openings live electronically via Microsoft Teams at 11:00 a.m. (Pacific Time) on Tuesday, December 20, 2022 the City Clerk Record of Bid document should be available on Planet Bids by the end of the same day.

The public Bid opening for this Invitation for Bids will be available using the URL link containing the Number and Title of the Bid on the cover page, provided below. By submitting your Bid for the abovestated IFB you acknowledge, understand, and agree to this modified Bid opening procedure.

URL: https://teams.microsoft.com/l/meetup
join/19%3ameeting_NTI0YzBiMDMtNDQ0Yi00YjNlLWIwZjYtYzg4ZDVjMDdkM2Mz%40thread.v2 /0?context=%7b%22Tid%22%3a%22125ccacf-fc61-463c-9976-
189f876ff90b%22%2c%22Oid%22%3a%229715c333-c997-4dd7-8984-12cd4deaa705%22%7d Join Microsoft Teams Meeting (Click here to join the meeting) • +1 (469)-998-7409
• Conference ID: 961 656 049#
Should you have any questions regarding this, please do not hesitate to contact the Purchasing Department Contact listed on the Cover Page.
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7 GENERAL BID REQUIREMENTS
A. BID SUBMITTAL: Bidders should submit two “inked” (preferably blue ink) signed original Bid document, plus one copy of the signed original Bid document, and one electronic copy submitted via USB. The original Bid document shall be clearly marked. Photocopies do not constitute an original Bid. FAILURE TO FURNISH AT LEAST TWO “INKED” SIGNED ORIGINAL BID DOCUMENT MAY RESULT IN DISQUALIFICATION.

B. CONFIDENTIAL BIDDER INFORMATION: It is the responsibility of the Bidders to identify information in their Bid submission that they may consider to be confidential under the California Public Records Act. To the extent that the City agrees with that designation, such information will be held in confidence whenever possible. All other information will be considered public.

C. BIDDER COSTS INCURRED IN RESPONDING TO IFB: All costs associated with the preparation and submission of a Bid shall be borne by the Bidder.

D. BIDDER EXCEPTIONS: All exceptions taken to this IFB, and associated specifications shall be specifically and clearly identified on Exceptions, Clarifications and Amendments form.

Failure to comply with this provision may deem the Bid as non-responsive. Please review the Sample Agreement and make note on the Exceptions, Clarifications, and Amendments form for any changes. Exceptions taken shall not affect the overall performance and quality of equipment, materials and/or provision of Services required by the City. The Purchasing Manager or designated agent shall make the final decision regarding the acceptability of equipment, materials and/or provision of Services with exceptions.

E. CITY ACCEPTANCE/REJECTION OF IRREGULAR BIDS: An agreement shall be awarded to the Bidder whose Bid most closely satisfies the needs of the City and is deemed the most advantageous to the City. The City reserves the right to reject any or all Bids or to waive any informalities or minor irregularities in a Bid.

F. COMPLETE BID DOCUMENT: The following forms constitute the makeup of a complete Bid document and shall be signed wherever indicated and submitted to the City in the order listed ):
• Bid Form A - IFB Acknowledgement
• Bid Form B – Bidder Company Information
• Bid Form C - Pricing Schedule
• Bid Form D – Bidder Exceptions, Clarifications, Amendments • Bid Form E – Bidder Customer References
• Bid Form F - Financial Interest Disclosure
• Bid Form G – Local Business Preference Declaration
• Bid Form H – Bidder Company History Statement
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8 • Bid Form I - Addenda Acknowledgement Page (if applicable) • Bid Form J – Bidder Warranty Statements
• Bid Form K– Bidder Experience and Certifications
• Bid Form L - Subcontractor List
Failure to furnish any of these documents may result in disqualification.

G. COMPLIANCE/NON-COMPLIANCE: If Bidder cannot comply with a specification requirement in this IFB, note on the Exception, Clarifications, Amendments form of the specification paragraph, your exception, and your recommendation. The Purchasing Manager will evaluate your recommendation. If after evaluation it is determined that the Bidder is not in compliance with the specification, the Bid may be rejected.

H. PROPOSED PRICING FORMAT:
• The cost of labor, equipment, fuel, licenses, bonds, permits, and insurance necessary to perform the required provision of Services shall be included in Bid pricing, along with Bidder’s profit margin and any other cost factors.
• Unless otherwise stated, the Bidder agrees that, in the event of a price decline, the benefit of such lower pricing shall be extended to the City.
• The City of Modesto shall not pay mileage charges or travel time from the Contractor’s place of business to the job site, or from site to site, or for the Contractor’s travel time to pick up materials.
• Bidder shall use the pricing schedule provided in this IFB to present Bid pricing. No other form or format shall be accepted. Bid must be submitted on the Pricing Schedule provided. No alterations may be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on the Exception, Clarification, Amendments Form.

I. AWARD OF BID:
• The City reserves the right to award by group(s) of items, or all items. Along with price, determination for award shall be based on the following criteria:

O References
O Certifications
O Supporting Documents
• The City may award one or more agreements to one or more Bidder in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs. #7..
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9 • The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California or if the bids received fail to meet the City’s requirements.
• The City reserves the right to select that Bid, which best suits the City’s needs. In addition to price, consideration will be given to the quality and performance of the service to be purchased, and the criteria listed in Modesto Municipal Code Section 8-

3.203(f). Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the Bidder that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.

J. LOCAL BUSINESS PREFERENCE DECLARATION: Should the Bidder that submits the lowest responsive Bid or and would otherwise normally qualify to receive the Bid pursuant to Sections 8-3.203 and 8-3.204 of the Modesto Municipal Code (MMC) not be a local business as defined herein, the lowest Bid or quote submitted by a local business that is within 5%of the lowest Bid, whether or not that Bidder is the second lowest Bidder, may be deemed to be the lowest Bidder if the local Bidder agrees to reduce its Bid to match the Bid or quote of the lowest Bidder in writing within five business days after notification by City Purchasing staff, provided that said local Bidder is deemed to be a responsible Bidder as determined by the Purchasing Manager. To qualify as a local Bidder, the Bidder must have a physical business location within the City of Modesto and a current City of Modesto business license.

K. INDEMNITY: The successful Bidder (the “Contractor”) will be required to hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgements 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 the Contractor, its agents, officers, employees, and volunteers relating to or during the performance of its obligations under this Bid. Contractor’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 for Contractor to procure and maintain a policy of insurance. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses and defense of third-party suits, arising out of or relation to the operation of City-owned vehicles by Contractor’s employees will be apportioned to Contractor in accordance with the provisions contained in indemnity.
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10 L. BIDDER REPRESENTATION: Bidder represents that:
• Bidder has had an opportunity to examine and has examined any and all of the documents, including specifications, any resultant contract and supporting data, and that it has, from the information contained in such documents, specifications, and data, fully acquainted itself with all conditions relevant to the work. • Bidder has made all reasonable investigations essential to a full understanding of the difficulties, which may be encountered in performing the work. • Bidder will complete the proposed provision of Services for the compensation stated in any resultant agreement.
• Bidder assumes full and complete responsibility for all conditions relevant to the proposed provision of Services and all risks in connection therewith. • Bidder represents that it is fully qualified to perform the proposed provision of Services in accordance with the terms of any resultant agreement within the time specified therein.

M. BID PROTEST AND APPEAL PROCEDURES: Bidders wishing to protest or appeal a contract award decision by the City of Modesto must follow the procedures provided in this section. Protests or appeals which are not submitted in accordance with these procedures will not be reviewed.

Definitions
For the purposes of these procedures: "Days" means working days in which City Hall is open for business, excluding holidays and weekends.
"Bid" includes the term "offer" or "proposal" as used in the context of formal, informal, or negotiated procurements.
"Announced Decision" includes the term “Notice of Intent to Award Letter”. Once the City has issued an Announced Decision, the date noted will begin the time that a Bidder may lodge a protest.

Protest Procedures
• Only a Bidder who has actually submitted a Bid is eligible to submit a protest against the City’s Announced Decision.
• Subcontractors are not eligible to submit bid protests. #7..
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11 • A Bidder may not rely on the bid protest submitted by another bidder but must timely pursue its own protest.
• A written protest to an Announced Decision must be made to the City of Modesto's Director of Finance no later than ten days after the date of the Announced Decision. • The protest shall be delivered or sent by registered mail and received by the City by the deadline, or protest will be automatically rejected. Protestors who choose to be represented by legal counsel are responsible for the associated expenses. • The protest shall be accompanied by a certified or cashier's check in the amount of $300.00, (except for protests of Federally Funded agreements), made payable to the Clerk of the City of Modesto. Protests filed without the requisite fee will be rejected without any additional review.
• The protest filed with the Director of Finance shall:
a. Include the name, address, email address and business telephone number of the protestor;
b. Identify the protest by name, Invitation for Bid (IFB) or Request for Proposal (RFP) number, and IFB/RFP date;
c. The bid protest must contain a complete statement of the basis for the protest and all supporting documentation. The protest must refer to the specific portion or portions of the Contract Documents upon which the protest is based; d. Include all supporting documentation, if any. Documentation submitted after filing deadline will not be reviewed.
• Bid Protests: A Bidder shall follow, in order, the following steps:
a. Protest to Director of Finance: Upon receipt of a complete and timely protest, the Director of Finance shall review all the submitted materials and shall create and retain a written record of the review. The Director of Finance shall respond at least generally to each material issue raised in the protest not later than ten days after receipt of the protest. Notice of the Director of Finance's decision may be given by letter mailed through U.S. Postal Service.

All protests to the Director of Finance shall either be delivered to:

City Clerk’s Office
Attn: Purchasing Manager
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12 1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk’s Office
Attn: Director of Finance
PO Box 642
Modesto CA 95353
b. Appeal to Deputy City Manager: At the protestor’s discretion, the decision of the Director of Finance may be appealed in writing to the City of Modesto's Deputy City Manager(s) no later than ten days after the date of the Director of Finance’s Decision. The scope of the appeal shall be limited by the issues raised in the initial protest to the Director of Finance. The Deputy City Manager shall not be permitted to review any newly raised issues. The Deputy City Manager shall review the appeal, accompanying supporting documents, if any and the written records of the protest review by the Director of Finance. A written record of the Deputy City Manager's review shall be created and maintained. The Deputy City Manager shall give notice of their decision to the protestor within ten days after receipt of appeal.

Further protest appeals shall either be delivered to:

City Clerk’s Office
Attn: Deputy City Manager
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk’s Office
Attn: Deputy City Manager
PO Box 642
Modesto CA 95353
d. Appeal to City Council: Any protestor seeking to appeal to the decision of the Deputy City Manager may appeal in writing to the City Council by filing with the City Clerk a written notice of such appeal not later than ten days after the date of the Deputy City Manager's decision. The City Clerk will calendar the protest for Council hearing and give notice of the time and place of the hearing as provided #7..
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13 in Modesto Municipal Code Sections 1-4.01 through 1-4.05. The City Council’s decision on the appeal shall be final.

All protest appeals to the City Council shall either be delivered to:

City Clerk’s Office
Attn: City Council
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk’s Office
Attn: City Council
PO Box 642
Modesto CA 95353
e. Optional Alternative Process for Protests of Procurement Actions Exceeding $250,000: A Bidder protesting procurements exceeding $250,000 shall comply with the procedures contained herein, except that in lieu of appeal to the Deputy City Manager a protestor may request that the protest be heard and decided at an administrative hearing.

A written request for administrative hearing shall be accompanied by a certified or cashier's check in the amount of $1,500, (except for protests of Federally Funded projects); The request for hearing shall include the specific grounds of the appeal.

The City of Modesto shall select and engage an impartial and qualified person to act as hearing officer in the pending protest. The protestor shall have the right to twice reject the selected hearing officer, provided that the City is notified of such rejection within three days of notice to protestor of the name of the hearing officer.

The protest shall be heard not later than twenty days after receipt of protestor's request for hearing and the selection of a hearing officer. Protests not made in a timely manner shall be deemed withdrawn unless the City and the protestor mutually agree otherwise in writing. The protestor’s failure to accept a hearing officer after the third attempt by City staff to identify an impartial hearing officer shall be deemed a withdrawal of the protest.
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14 The costs of the hearing officer and expenses of the protest shall be borne by the protestor. The sums deposited with the request for hearing shall be credited to the costs of the hearing officer and other hearing expenses. f. Mandatory Alternative Process for Protests of Procurements Obtained with Federal Funds: If the protested procurement involves federal funds, the Deputy City Manager, City Council, or hearing officer shall give notice, accompanying their respective decisions, to the protestor that he or she has the right to appeal to the appropriate federal agency, for which an agency name, contact (where available) and address shall be provided by City staff. Such an appeal shall be filed with the appropriate agency within seven business days of the dispatch or rejection notices to the protestor. Federal agencies may entertain protests alleging that the City has failed to adopt written protest procedures or has failed to follow such procedures. The City Council is the highest authority of the City of Modesto, and its decisions are final. A disappointed Bidder for a contract involving expenditures of Federal funds shall have the right to appeal the City Council decision directly to the federal agency as described herein. #7..
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15 BID SUBMITTAL CHECKLIST

BID SUBMITTAL CHECKLIST
The Bidder shall provide a complete Bid in a sealed envelope by the required deadline on the Bid Opening Date. Failure to provide all the required documents may cause the Bid to be considered nonresponsive.

Bidder’s Bid must contain the following applicable elements completed and signed as described morefully herein. The following checklist is provided solely for Bidder’s use in reviewing the completeness of your submission:

COMPLETE BID ELEMENTS 
Bid Form A – IFB Acknowledgement
Bid Form B – Bidder Company Information
Bid Form C - Pricing Schedule
Bid Form D – Bidder Exceptions, Clarifications, Amendments Bid Form E – Bidder Customer References
Bid Form F - Financial Interest Disclosure
Bid Form G – Local Business Preference Declaration
Bid Form H – Bidder Company History Statement
Bid Form I - Addenda Acknowledgement
Bid Form J – Bidder Warranty Statements
Bid Form K – Bidder Experience and Certifications
Bid Form L - Subcontractor List

Bidder’s submission should include all City of Modesto forms. If any form is not applicable, Bidder should write or type “Not Applicable” on it but still include the form in your submission. #7..
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16 BID FORM A - IFB ACKNOWLEDGEMENT
The City is soliciting Bids from qualified firms (each a “Bidder” to fulfill the City’s requirements per the specifications, terms and conditions contained in this Invitation for Bids (“Invitation for Bids” or “IFB”).

This Bid Acknowledgement must be completed, signed by an authorized responsible officer or employee, dated, and submitted with the Bid response. Obligations assumed by such signature will include the following:

1. Preparation of Bids: (a) All prices and notations must be printed in ink or typewritten. No erasures permitted. Errors may be crossed out and corrections printed in ink or typewritten adjacent and must be initialed in ink by person signing the Bid. (b) Quote price as specified in Bid. No alterations or changes of any kind shall be permitted to the Bid Form. Responses that do not comply shall be subject to rejection in total.

2. Failure to Submit Bid: If you are not submitting a Bid but want to remain on the mailing list and receive future Bids, complete, sign and return this Bid Acknowledgement and state the reason you are not pricing.

3. Taxes and Freight Charges: (a) Unless otherwise required and specified in the IFB, the prices quoted herein do not include Sales, Use or other taxes. (b) No charge for delivery, drayage, express, parcel post packing, cartage, insurance, license fees, permits, costs of bonds, or for any other purpose, except taxes legally payable by City, will be paid by the City unless expressly included and itemized in the Bid. (c) Amount paid for transportation of property to the City is exempt from Federal Transportation Tax. An exemption certificate is not required where the shipping paper shows the consignee as one (1) of the City; as such papers may be accepted by the carrier as proof of the exempt character of the shipment. (d) Articles sold to the City are exempt from certain Federal excise taxes. The City will furnish an exemption certificate.

4. Award: (a) Unless otherwise specified by the Bidder or the IFB gives notice of an all-or-none award, the City may accept any item or group of items of any Bid. (b) Bids are subject to acceptance by the City at any time within 45 days of opening, unless otherwise specified in the IFB. A Bidder shall not change its bid if accepted within such time. (c) A valid, contract based on the sample agreement attached to the IFB and the submitted bid shall be mailed, or otherwise furnished, to the successful Bidder within the time for acceptance specified, and such contract shall be a binding agreement without further action by either party. The contract shall be interpreted, construed, and given effect in all respects according to the laws of the State of California.

5. Patent Indemnity: Bidders who do business with the City shall hold the City, its officers, agents, and employees, harmless from liability of any nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or un- #7..
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17 patented invention, article or appliance furnished or used in connection with the contract or purchase order.

6. Samples: Samples of items, when required, shall be furnished free of expense to the City and if not destroyed by test may upon request (made when the sample is furnished), be returned at the Bidder’s expense.

7. Rights and Remedies of City for Default: (a) In the event any item furnished by the Bidder in the performance of the contract or purchase order should fail to conform to the specifications therefore or to the sample submitted by the Bidder with its Bid, the City may reject the same, and it shall thereupon become the duty of the Bidder to reclaim and remove the same forthwith, without expense to the City, and immediately to replace all such rejected items with others conforming to such specifications or samples; provided that should the Bidder fail, neglect or refuse to do so, the City shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. City may deduct from any moneys due or that may there after come due to Bidder or send an invoice to the Bidder which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the City. In the event that the Bidder fails to make prompt delivery as specified for any item, the same conditions as to the rights of the City to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. (b) Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. (c) The rights and remedies of the City provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract.

8. Payment Terms and Methods: Bidder will be able to choose from either of the following payment methods and associated timings:
(a) Option A (Preferred): City of Modesto ePay Payment: This secure payment methodology is preferred by an increasing number of the City’s suppliers. On Net 30-day timing, you will receive a single-use Master Card number with a detailed remittance for each payment. You will process the payment though your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
• 16-digit credit card number
• Expiration date
• Security code
• Total dollar amount of invoices to be paid
• Invoices reference numbers and corresponding amounts
ePay results in small percentage rebate of 1.0% to the City through the card issuer. That rebate amount will be considered by the City in its evaluation of Bidder’s pricing proposal hereunder. #7..
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18 Information about enrolling in MasterCard ePay program can be obtained from the City’s contact listed on the Cover Page of this IFB.
(b) Option B – Manual Check: On Net 45 Day timing, the City will mail a hardcopy check to Bidder. The payment will be deemed to have been made when the check envelope is mailed via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period. Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff.

9. California Government Code Section 4552: In submitting a Bid to the City, the Bidder offers and agrees that if the Bid is accepted, it will assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of Services, materials, or services by the Bidder for sale to the purchasing body pursuant to the Bid. Such assignment shall be made and become effective at the time the purchasing body tender’s final payment to the Bidder.

10. No Guarantee or Warranty: The City makes no guarantee or warranty as to the condition, completeness or safety of any material or equipment that may be traded under a contract or purchase order resulting from this Bid.

11. Two “Inked” Signed Original Bids Document Required: Failure to furnish two “inked” signed original Bid document may result in disqualification. These must be accompanied by one copy and one electronic document recorded onto a USB storage device.

12. Minor Irregularities. The City reserves the right, in its sole discretion, to waive any informalities or minor irregularities in a Bid.

The undersigned acknowledges receipt of the referenced IFB and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the Bidder indicated in Bidder’s Bid Forms A through L, attached hereto, and made a part hereof, for the pricing proposed on the Pricing Schedule.

Bidder Company Name:

Bidder Headquarters Address:

City/State/Zip:

Signature/Title/Date:
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19 BID FORM B – BIDDER COMPANY INFORMATION
A. Bidder Company Full
Legal Name
B. Bidder Company
Marketplace (or DBA)
Name
C. Type of Legal Entity: ___ Corporation, registered in ____________________ (State) ___ Limited Liability Company, registered in _________________(State) ___ Partnership, registered in ________________(State)
___ Sole Proprietorship, registered in ____________(State) ___ Other ___________________________________________(Describe) D. Headquarters Address
(Street Address, City,
State, Country, Postal
Code):

E. Website Address: www.___________
F. Contact Person Details: Name:

Title:

Phone (Office):

Phone (Mobile):

Mailing Address (Street Address, City, State, Postal Code):

Fax Number:

Email:

G. Federal Taxpayer
Identification Number
(TIN):

H. Dun & Bradstreet
(DUNS) Number:

I. Names and Titles of
Top Three Bidder
Officers:

J. Years in Business:

K. Bidder Office Address
Closest to City of
Modesto (Street
Address, City, State,
Country, Postal Code):

L. City of Modesto
Business License
Number (note –
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20 provide only if
available now - - but
not required until any
contract begins):
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21 BID FORM C - PRICING SCHEDULE
All labor, materials, equipment, tools, fuel, licenses, bonds, insurance, and other expenses necessary for Bidder to perform the required services shall be included in Bid pricing. Bid must be submitted on the below Pricing Schedule provided. No alterations should be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on Bid Form D – Bidder Exceptions, Clarifications, Amendments.

ESTIMATED ANNUAL QTY x UNIT PRICE = EXTENDED PRICE
**In case of discrepancy between a unit price and an extended price, the unit price will be presumed to be correct, subject, however, to correction to the same extent and in the same manner. ** PROJECT 1 – CONTINUOUS ANNUAL SAMPLING
Item
No. Description- (Method)
Estimated
Annual
Quantity
Unit of
Issue Unit Price Extended Price
A1 Anions by Ion Chromatography (300.0) 80 EACH $ $
A2 Arsenic Only (200.8) 300 EACH $ $
A3 Asbestos – TEM 10 EACH $ $
A4 Carbamates (531.1) 10 EACH $ $
A5 Cyanide – F (SM4500) 5 EACH $ $
A6 Diquat (549.2) 5 EACH $ $
A7 EDB/DBCP (504.1) 400 EACH $ $
A8 Endothall (548.1) 5 EACH $ $
A9 Glyphosate (547) 5 EACH $ $
A10 GM/IO/GP (Various) 200 EACH $ $
A11 Gross Alpha Particle Activity (900) 10 EACH $ $
A12 Gross Beta Particle Activity (900) 10 EACH $ $
A13 HAA5 (552.2) 150 EACH $ $
A14 Herbicides (515.3) 5 EACH $ $
A15 Manganese Only (200.8) 80 EACH $ $
A16 Nitrate as N (EPA 300.0 ) 2,000 EACH $ $
A17 Nitrite as N (EPA 300.0) 80 EACH $ $
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22 A18 Nitrosamines (521) 10 EACH $ $
A19 OCP and PCB (508) 10 EACH $ $
A20 Polynuclear Aromatics (525.2) 10 EACH $ $
A21
TCP SRL 524M-TCP (with 0.7 ppt low
detection reported) 600 EACH $ $
A22 Radium 226 (903.0) 15 EACH $ $
A23 Radium 228 (Ra - 05) 15 EACH $ $
A24 Title 22 Metals (200.8) 30 EACH $ $
A25 Total Organic Carbon (SM5310 A-D) 10 EACH $ $
A26 TTHM (524.2) 150 EACH $ $
A27 Uranium (908.1) 600 EACH $ $
A28 VOC (524.2) 150 EACH $ $
A29 PCE/TCE only 10 EACH $ $
A30 Lead and Copper (every 3 years) 350 EACH $ $
A31
Per and Polyfluoroalkyl Substances (EPA
533) 15 EACH $ $
A32 Chromium VI (218.6) 10 EACH $ $
A33 Colilert 18 – P/A 5,000 EACH $ $
A34 Conductivity (SM2510B) 300 EACH $ $
A35 Colisure – P/A 50 EACH $ $
A36 HPC 1,000 EACH $ $
A37 MPN 100 EACH $ $
A38 %Brine 40 EACH $ $
A39 TDS (SM2540C) 600 EACH $ $
ePay 1% Rebate (See Bid Form A for this option) $ -( )
Project 1 Total Items A1 – A39: $
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23 PROJECT 2 – UCMR5
Item
No. Description- (Method)
Estimated
Project
Quantity
Unit of
Issue Unit Price Extended Price
B1
11-chloroeicosafluoro-3-oxaundecane-1-
sulfonic acid (11Cl-PF3OUdS) (EPA 533) 280 EACH $ $
B2
9-chlorohexadecafluoro-3-oxanonane-1-
sulfonic acid (9Cl-PF3ONS) (EPA 533) 280 EACH $ $
B3
4,8-dioxa-3H-perfluorononanoic acid
(ADONA) (EPA 533) 280 EACH $ $
B4
hexafluoropropylene oxide dimer acid (HFPO
DA) (EPA 533) 280 EACH $ $
B5
nonafluoro-3,6-dioxaheptanoic acid (NFDHA)
(EPA 533) 280 EACH $ $
B6 perfluoro butanoic acid (PFBA) (EPA 533) 280 EACH $ $ B7
perfluorobutanesulfonic acid (PFBS) (EPA
533) 280 EACH $ $
B8
1H,1H, 2H, 2H-perfluorodecane sulfonic acid
(8:2FTS) (EPA 533) 280 EACH $ $
B9 perfluoro decanoic acid (PFDA) (EPA 533) 280 EACH $ $ B10
perfluoro dodecanoic acid (PFDoA) (EPA
533) 280 EACH $ $
B11
perfluoro(2-ethoxyethane)sulfonic acid
(PFEESA) (EPA 533) 280 EACH $ $
B12
perfluoroheptanesulfonic acid (PFHpS) (EPA
533) 280 EACH $ $
B13 perfluoro heptanoic acid (PFHpA) (EPA 533) 280 EACH $ $ B14
1H,1H, 2H, 2H-perfluorohexane sulfonic acid
(4:2FTS) (EPA 533) 280 EACH $ $
B15
perfluorohexanesulfonic acid (PFHxS) (EPA
533) 280 EACH $ $
B16 perfluoro hexanoic acid (PFHxA) (EPA 533) 280 EACH $ $ B17
perfluoro-3-methoxypropanoic acid (PFMPA)
(EPA 533) 280 EACH $ $
B18
perfluoro-4-methoxybutanoic acid (PFMBA)
(EPA 533) 280 EACH $ $
B19 perfluoro nonanoic acid (PFNA) (EPA 533) 280 EACH $ $ B20
1H,1H, 2H, 2H-perfluorooctane sulfonic acid
(6:2FTS) (EPA 533) 280 EACH $ $
B21
perfluorooctanesulfonic acid (PFOS) (EPA
533) 280 EACH $ $
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24 B23 perfluoropentanoic acid (PFPeA) (EPA 533) 280 EACH $ $ B24
perfluoropentanesulfonic acid (PFPeS) (EPA
533) 280 EACH $ $
B25
perfluoro undecanoic acid (PFUnA) (EPA
533) 280 EACH $ $
B26
N-ethyl perfluorooctanesulfonamidoacetic acid
(NEtFOSAA) (EPA 537.1) 280 EACH $ $
B27
N-methyl perfluorooctanesulfonamidoacetic
acid (NMeFOSAA) (EPA 537.1) 280 EACH $ $
B28
perfluorotetradecanoic acid (PFTA) (EPA
537.1) 280 EACH $ $
B29
perfluoro tridecanoic acid (PFTrDA) (EPA
537.1) 280 EACH $ $
B30 Lithium (EPA 200.7) 280 EACH $ $
ePay 1% Rebate (See Bid Form A for this option) $ -( )
Project 2 Total Items B1 – B30: $
Payment Terms:

Check which of the following payment terms/methodology Bidder accepts (a description of each can be found in Bid Form A – IFB Acknowledgement):

Choose One:
• Option A (Preferred): City of Modesto ePay Payment on Net 30 Day Timing: ___ Choose by checking () here. If selected, for bid comparison purposes, Bidder’s pricing will be reduced by the City of Modesto’s average ePay card program rebate percentage; or • Manual Check Payment Mailed by US Postal Service First Class Mail Only on Net 45 Day Timing:
___ Choose by checking () here.

THE undersigned acknowledges receipt of the referenced IFB and any associated Addenda and offers to furnish the articles and/or services specified, in accordance with the specifications, terms and conditions of this IFB and these Bid documents, for the pricing indicated on the Pricing Schedule.

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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25 BID FORM D – BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS Exceptions to the City of Modesto’s IFB package, sample agreement, and associate specifications are not encouraged and may cause Bidder to be considered not responsible and/or its Bid to be considered not responsive. Therefore, if no exceptions, clarifications, or amendments are proposed by Bidder, it is preferred that Bidder so indicate by typing or writing “Not Applicable” in the Description field in the first item row below. Less preferred, Bidder may indicate no exceptions, clarifications or amendments are proposed by leaving this form out of its’ Bid submission.

Nonetheless, Bidder may request Bid clarifications and exceptions below, if any, sign and submit with your Bid response.

Any requested exception, clarification or amendment may not be accepted and may deem the Bidder as non-responsive.

Item # Reference To: Description
Page # Section or
Paragraph #
Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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26 BID FORM E – BIDDER CUSTOMER REFERENCES
Bidder must provide a list of five current or former customers able to discuss prior experience with similar type of services requested by the City in the above-referenced IFB. Bidder’s references shall have similar volume and requirements to the City of Modesto’s as described in the above-referenced IFB. Bidders failing to provide references may be deemed as non-responsive.

The City may contact some or all of the references provided in order to determine the Bidder’s performance record on services similar to that described in the above-referenced IFB. The City reserves the right to contact references other than those provided in Bidder’s submission and to use the information gained from them in the award process.

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:
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27 Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
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28 BID FORM F - FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this IFB process and Bidder’s submission of a Bid therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Bidder until all person with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

Bidder must therefore complete this Bid Form F – Financial Interest Disclosure, listing by name all parties that have a material financial interest in the agreement, contract, or development right.

Financial Interest Disclosure to City of Modesto
The Bidder shall identify any person with a financial interest in the Bidder by name, below.

For the purposes of this disclosure, a “Financial Interest” shall have the meaning contained in Modesto Municipal Code section 2-10.02.

10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Bidder is true, correct, and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
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29 Print Names of Persons Having a Financial Interest in Bidder Receiving this Agreement:

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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30 BID FORM G - LOCAL BUSINESS PREFERENCE DECLARATION
Notice Pursuant to Modesto Municipal Code section 8.3-206 - Should the Bidder which submits the lowest responsive Bid (and would otherwise normally qualify to receive the Bid pursuant to Sections 8-3.203 and 8-

3.204 of the Modesto Municipal Code) not be a local business as defined herein, the lowest Bid or quote submitted by a local business that is within five percent (5%) of the lowest Bid or quote, whether or not that Bidder is the second lowest Bidder, may be deemed to be the lowest Bidder if the local Bidder agrees to reduce its Bid to match the Bid of the lowest Bidder in writing within five business days after notification by City Purchasing staff, provided that said local Bidder is deemed to be a responsible Bidder as determined by the Purchasing Manager.

Notwithstanding the foregoing, award to the local Bidder must still be approved by the City Council as would have the typical award.

To qualify as a local Bidder, the Bidder must have a physical business location within the City of Modesto and a current City of Modesto business license.

This document is only required should the Bidder request to be considered for the Support of Local Vendor preference, and meets the criteria noted above.

Check here:

I declare I am a local business per the above criteria
Bidder Company Name:

City of Modesto Address (Street,
City, State, Postal Code:

City of Modesto Business License
Number:

Under penalty of perjury, the undersigned declares that the foregoing information is true and correct:

Print/Type Name:

Title:

Signature:

Date:
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31 BID FORM H - BIDDER COMPANY HISTORY STATEMENT
Bidder shall have been in business for a minimum of three continuous years (immediately prior to the time of the City’s solicitation) providing the services described in this Invitation for Bids (IFB).

The Bidder’s company history overview statement shall be approximately one to three pages in length and inserted below:

Bidder Company Legal Name: Insert Bidder Logo Here (if existent):

Insert Bidder Company History Overview Statement Beginning Here:
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32 BID FORM I - ADDENDA ACKNOWLEDGEMENT
In order to obtain any addenda information, throughout the IFB period, Bidder is responsible for regularly checking the City of Modesto’s Planet Bid website at https://pbsystem.planetbids.com/portal/14999/bo/bosearch for the IFB number listed on the Cover Page and in the header of each subsequent page of this IFB, and in any event, no later than the day prior to Bid opening.. The changes identified in any addenda issued will modify this IFB and specifications. The addenda now become a part of this IFB and Bidder’s resultant Bid.

Signing the Bid on the signature portion thereof, the Bidder is acknowledging that the Bidder has confirmed that it has received all addenda issued for IFB and has included costs for such in the Bid submitted. Failure to list and acknowledge all addenda numbers may cause Bidder’s Bid to be considered nonresponsive.

Do not attach any of the addenda to this sheet nor include them with the Bid.

If no addenda have been issued against this IFB solicitation, Bidder may write “Not Applicable” and return this Bid Form as part of its submission. Alternatively, Bidder may leave this Bid Form out of its submission.

But if any addenda have been issued by the City of Modesto this document is required to be completed and returned.

The Bid is submitted with respect to the changes to the IFB included in addenda numbers:

List All Addenda Numbers, Separated by Commas
(“,”):

Bidder Company Name:
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33 BID FORM J – BIDDER WARRANTY STATEMENTS
As a material part of its Bid, Bidder shall insert below a written statement detailing any materials and workmanship warranties, term, and conditions in conformance with the specifications and requirements set forth in this IFB.

Notwithstanding any other provisions of this IFB, Bidder warrants that the materials, supplies, or other services furnished under any contract or purchase order resulting from its Bid shall be on the most suitable grade and meet or exceed the standards set forth in this IFB. Such warranty shall include the following; performance, workmanship, labor, materials, and Bidder design or engineering contributions. If a defect is discovered in any item of the materials, assemblies, components, supplies, or services covered in this Bid, Bidder shall correct at its sole expense, all such defects as are reported within 30 days of City’s final acceptance. Upon expiration of the applicable warranty period, all such liability shall terminate except for fraud or such gross mistakes as amount to fraud, latent defects, or specific failure to comply with the terms or any resultant purchase order.

All materials, parts, labor, assemblies, and components shall by subject to the warranty conditions and terms unless specifically exempted in writing by the City of Modesto.

Bidder Company Legal Name: Insert Bidder Logo Here (if existent):

Insert Bidder Warranty Statement Beginning Here:
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34 BID FORM K – BIDDER EXPERIENCE AND CERTIFICATIONS
Bidder shall provide below a summary covering the following:

A. Experience: The Contractor and its employees directly involved in providing inspections, services and repairs shall have a minimum of three years’ experience providing the types of services requested in this IFB:
i. Identify key personnel and their position within your organization. ii. Provide a biographical summary or resume detailing the experience, level of expertise and qualifications of the key individuals providing the types of services requested herein. iii. If you plan to subcontract work, you must also indicate in Bid Form L – Subcontractor List the name and address of each firm and the type of work or tasks the subcontractor will perform. Identify key personnel assigned to the project, their position, qualifications, and representative experience.

B. Certifications: Bidder shall provide copies of all relevant certifications held for both company and any individuals required to perform the services requested herein. Certifications shall include Environmental Laboratory Accreditation Program (ELAP) and/or NELAC if required by California regulations.

C. Electronic Data Submission: Bidder shall provide verification of electronic data submission describing your laboratory’s capabilities for electronic submission into LIMS. CONTRACTOR is to work with City of Modesto to ensure the Electronic Data Submission file with comma separated value is formatted for entry into CITY’s LIMS (labworks).

Electronic Data Submission Example:

D. Management Services:

1. Client Services:

Bidder shall provide the name, qualifications, and work history for the client project manager responsible to oversee this account.

2. Principle Analysts:

Bidder shall provide the names and qualifications of each Principal Analyst conducting each method of testing.
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35 3. Laboratory Audit:

The CONTRACTOR and subcontract laboratories shall have participated in at least one on-site audit conducted by a 3rd party regulatory agency within the past three (3) years.

Bidder shall provide a copy of the most recent external audit report for all laboratories performing analyses under this agreement. The CITY reserves the right to conduct a site inspection of any laboratory as part of this process.

E. Routine Sampling Supporting Documents:
• Laboratory ELAP certification, fields of testing, and how long laboratory has been certified to perform each method
• Subcontractor ELAP certification, fields of testing, and how long laboratory has been certified to perform each method
• Laboratory Audit Report by 3rd party within the last three (3) years. • Name the Project manager responsible for this account • Name the client services representative who will be responsible for this account and his or her qualifications and work history
• Names and Qualifications of each Principal Analyst for each method of testing to be done. • Quality Assurance Program Plan (QAPP)
• Sample Analytical Report
• Typical Verification EDT report to SWRCB
• Description of capabilities for electronic submission into CITY LIMS (Labworks) • Provide sample “Bottle Chart”
• Agenda for Training Class
F. UCMR5 Sampling Supporting Documents:
• Name the Project Manager responsible for this account • Names and Qualifications of each Principal Analyst for each method of testing to be done. • Quality Assurance Program Plan (QAPP)
• Sample Analytical Report
• Description of capabilities for electronic submission into LIMS • Provide sample “Bottle Chart”
• Agenda for Training Class
• EPA Approval certification for UCMR5 Testing
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36 BID FORM L - SUBCONTRACTOR LIST
Bidder shall list the name and the address of the place of business for each subcontractor who will perform work or labor or render services to the Bidder. In addition, list the type of work the subcontractor will perform, and; (if applicable) its Department of Industrial Relations (DIR) registration number and its California Contractor’s license number:

Name of
Subcontractor
Address Type of Work Contractor
License # (if any)
DIR
Registration #
(if any)

N/A N/A

N/A N/A
Bidder Company Name:
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37 TECHNICAL SPECIFICATIONS AND REQUIREMENTS
PROJECT 1 – CONTINUOUS ANNUAL SAMPLING:

1.1 SCOPE OF WORK:

The Utilities Department, Water Services Division, is requesting laboratory analytical testing services on drinking water.

The City of Modesto currently operates nine (9) public water systems, which includes ninety-one (91) ground water wells and twelve (12) above ground storage tanks. Eight (8) of the water wells are equipped with Granular Activated Carbon (GAC) for the treatment of DBCP, PCE, TCP and TCE. Two (2) of the water wells are treated with Ion Exchange for the removal of Nitrate. The city also receives thirty (30) million gallons per day of treated surface water from the Modesto Regional Water Treatment Plant.

Due to the complexity of the city’s water system, monitoring samplings are at times performed five (5) days per week at several locations.

The bidder may specify alternative methods to be used for analysis provided that the alternate method is accepted by the Environmental Protection Agency (EPA). List the detection level that is consistently achievable for each parameter as analyzed by the method listed. Be sure the unit price is reflective of the method quoted at the reporting level quoted. Bidder shall quote for standard turnaround time.

1.2 ANALYTICAL TESTS:

Item
No.

Description Reporting Units Method
1 Anions by Ion Chromatography (300.0) mg/L 300.0
2 Arsenic Only ug/L 200.8
3 Asbestos – TEM MFL
4 Carbamates ug/L 531.1
5 Cyanide – F ug/L SM 4500
6 Diquat ug/L 549.2
7 EDB/DBCP ug/L 504.1
8 Endothall ug/L 548.1
9 Glyphosate ug/L 547
10 GM/IO/GP Various Various
11 Gross Alpha Particle Activity pci/L 900
12 Gross Beta Particle Activity pci/L 900
13 HAA5 ug/L 552.2
14 Herbicides ug/L 515.3
15 Manganese Only ug/L 200.8
16 Nitrate as N mg/L 300.0
17 Nitrite as N mg/L 300.0
18 Nitrosamines ug/L 521
19 OCP and PCB ug/L 508
20 Polynuclear Aromatics ug/L 525.2
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38 21 TCP (with 0.7 ppt low detection reported) ppt 524M 22 Radium 226 pci/L 903.0
23 Radium 228 pci/L Ra - 05
24 Title 22 Metals ug/L 200.8
25 Total Organic Carbon ug/L SM 5310 A-D
26 TTHM ug/L 524.2
27 Uranium pci/L 908.1
28 VOC ug/L 524.2
29 PCE/TCE only ug/L 524.2
30 Lead and Copper (every 3 years) ug/L 200.8
31 Per and Polyfluoroalkyl Substances ng/L 533
32 Chromium VI ug/L 218.6
33 Colilert 18 – P/A P/A
34 Conductivity (EC) umhos/cm SM2510B
35 Colisure – P/A P/A
36 HPC
37 MPN
38 %Brine
39 TDS mg/L SM2540C

1.3 LABORATORY QUALIFICATION:

A. Certification:

All analytical procedures, whether performed by the laboratory or by a subcontractor, must use EPA approved methods. Bidder shall submit copies of their Environmental Laboratory Accreditation Program (ELAP) certifications and/or NELAC if State required, field-testing, and continuous length of time their laboratory has been certified to perform each method. Bidder shall also include any subcontracted laboratory performing analyses required under this IFB. Laboratories that cannot provide adequate proof of certification will be rejected as non-responsive. Services shall be awarded only to laboratories certified through the ELAP, of the State Water Resource Control Board (SWRCB) for drinking water compliance testing.

B. Subcontracted Laboratories:

If your laboratory intends to use subcontractors to perform any of the analysis, the following documentation shall be included with your submittal:
• A copy of the subcontract laboratories Certification for ELAP. • A list of testing performed by the subcontracted laboratories. • Subcontracted laboratories are to meet the turnaround time specified.

1.4 QUALITY ASSURANCE/QUALITY CONTROL:

A. Quality Assurance/Quality Control Reporting:

The contracted laboratory shall operate under the directives of an approved Quality Assurance Program Plan (QAPP). The plan shall define the performance criteria and support procedures by which quality analytical data are generated.

The plan should address QA Policies and Procedures.
• QA plan shall include:
o Sample Custody
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39 o Sample Collection
o Preservation
o Identification
o Handling and Storage
o QA checks for accuracy
o QA reporting
• QAPP Organization and Responsibility. At a minimum, the table of contents and signature page for the program.
• Quality Assurance/ Quality Control Review Person Responsible for Plan.

B. Analytical Report:

A separate analytical report that meets ELAP requirements shall be provided for each chain of custody.

This report shall be delivered with invoice and Electronic Data Submission. The report shall be well organized and easy to follow, containing the following information:
• Laboratory contact information for all labs providing results • Client information
• Report title and number
• Sample identification, collection date and time
• Sample receipt
• Date of sample preparation and prep method
• Date of sample analysis and test method
• Analytical results
• Detection levels used
• QA/QC date for each method performed
• Signature and title of person authorized to release final results • Certification that the test results meet all ELAP and/or NELAC and laboratory QA/QC requirements notation of results reported outside of quantitation limits • Explanation of any qualifiers
• A copy of the Chain of Custody (COC)
• Proof of electronic submission in the SWRCB data base C. Method Reporting Levels (MRL) or Practical Quantitation Limits:

MRL must be as low as the Safe Drinking Water (Federal) trigger levels or the California Detection Limits for Reporting (DLR), whichever lower. The laboratory is responsible to achieve these DLR’s.

The laboratory’s low calibration point shall be at or below the laboratory’s MRL. The laboratory shall provide their MRL’s to the CITY. The laboratory will document and explain in detail analyses not meeting quoted detection levels. The CITY shall consider each case to determine if re-analysis is required. If needed, re-analysis shall be provided at no additional cost to the CITY.

D. Electronic Data Submission:

When indicated on the COC, the report shall be sent to the SWRCB via Electronic Data Transfer (EDT) following all California and/or EPA requirements for reporting compliance for drinking water samples. #7..
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40 The CITY requires electronic submission of all sample results into the CITY’s LIM system database.

Prior to submission, an electronic copy of the Certificate of Analysis shall be provided to the CITY.

EDT to SWRCB shall be provided within one month of sample collection date for compliance samples.

The CITY shall be notified if data has been rejected by SWRCB and notified when data has been corrected. The CITY will not pay for any analyses until the electronic submissions are complete to both SWRCB and CITY LIMS. Provide a typical verification of EDT report with your bid and a description of your capabilities for electronic submission into LIM system.

Title 22 regulations require notification of any MCL violation IMMEDIATELY upon receiving the results from any test. The CITY will provide protocol to the contract laboratory. Title 22 regulations can be obtained from SWRCB website.

E. Retention of Records:

The laboratory must retain test results, chromatograms, mass spectra reports, and accompanying quality control data for a period of not less than five (5) years.

1.5 SAMPLE PICKUP:

A. City of Modesto, Water Services Division
4240 Litt Road
Modesto, CA 95355
CONTRACTOR shall arrange pickup of samples between 2:00 pm and 4:00 pm, Tuesday and Wednesdays of each week. The City of Modesto Water Resource Analyst and/or Administrative Services Technician will coordinate additional pickup days. CONTRACTOR shall assume the chain of custody at that point, maintaining the integrity of the sample during transportation. Any broken samples, temperature excursions or other sample damages during transport, shall be reported to the CITY the same business day as sample receipt.

CONTRACTOR, or courier service selected by CONTRACTOR, shall pick up all samples within twenty-four (24) hours of receipt of CITY request.

B. Sample Storage and Disposal:

Samples shall be stored for a minimum of thirty (30) calendar days after the postmarked date of the final analytical report then disposed of by laboratory at no extra cost to the CITY. Samples are subject to chain of custody procedures until final disposal. Sample shall be returned to CITY upon request, at CITY expense, if the request is made within thirty (30) day period. The laboratory shall dispose of all samples in accordance with applicable Federal, State, and Local laws, regulations, or ordinances.

C. Hold Times for Samples:

All hold times begin at the time of sample collection for grab samples or at the start time for composite samples, as noted in the chain of custody. All analyses shall be completed within hold times required by EPA and SWRCB. CITY shall not accept or pay for results of samples performed outside of hold times unless approved by the appropriate regulatory authority.
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TESTING SERVICES
41 D. Turnaround Time (Standard):

A fourteen (14) calendar day standard turn-around time for delivery of final analytical reports are required results should be reported to the SWRCB by the tenth of the month following sampling. Turnaround time shall commence upon sample receipt by the CONTRACTOR. The laboratory shall notify the CITY if it cannot meet the specified turnaround time. Notification shall be made within seven (7) calendar days of sample receipt, with an estimate of completion time. CITY shall have the option to refuse service at no charge and have the remainder of the properly preserved sample returned, or sample sent to another laboratory at no cost to CITY.

Title 22 Regulations require notifications of any MCL violation IMMEDIATELY upon receiving the results from any test. The CITY will provide protocol to the CONTRACTOR.

E. Turnaround Time (Expedite):

On occasions, a forty-eight (48) hour turnaround time for electronic notification is required. Using the Pricing Schedule, Bidder shall list their percentage markup over standard pricing for expedited service.

F. Sample Containers:

Sample containers of appropriate size and type, containing the proper preservatives to comply with EPA and SWRCB requirements, shall be included in testing items unit price. Sample containers shall be pre-labeled identifying the analyses type and preservative used for the test. Sampling instructions, coolers, ice packs, bubble wrap or sample containers needed, shall be delivered to the Water Division within seven (7) calendar days after request by CITY. If there are any changes to sample containers, the laboratory shall provide CITY staff with a complete and detailed “Bottle Chart”, to show sample method, container used, hold time, and preservative.

G. Travel Blanks:

Samples for volatile analysis shall be collected in duplicate. Travel blanks shall be analyzed only when pollutants are detected in the samples they accompany. Analysis of travel blanks, when needed, will be provided at no additional cost to the CITY.

H. Training:

I. Field Services:

Under normal circumstances, CITY staff will collect all samples and the CONTRACTOR will coordinate the pickup of the samples. The CITY may choose to hire the CONTRACTOR to perform fieldwork (sample collection) on an as needed basis.

Sample collection consists of all Title 22 required sampling. If distribution sampling is required, the CONTRACTOR will be given an address and be required to complete the sampling that is on the COC. If sampling is at the well, an operator will assist with starting the well and the CONTRACTOR will be required to complete the sampling and paperwork.
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ANALYTICAL LABORATORY

TESTING SERVICES
42 PROJECT 2 – UCMR5 SAMPLING

2.1 SCOPE OF WORK:

The 1996 Safe Drinking Water Act (SDWA) amendments require that once every five years EPA issue a new list of no more than 30 unregulated contaminants to be monitored by public water systems (PWSs).

The fifth Unregulated Contaminant Monitoring Rule (UCMR 5) was published in the Federal Register on December 27, 2021. UCMR5 requires monitoring for 30 chemical contaminants for (4) consecutive quarters.

Sampling to be completed between 2023 and 2023 using analytical methods developed by EPA and consensus organizations. This monitoring provides a basis for future regulatory actions to protect public health.

2.2 LABORATORY DISTANCE:

Due to the sensitivity of the UCMR5 analysis, the CITY is requiring the awarded laboratory to be within 150 miles from the City of Modesto Water Services Division.

2.3 ANALYTICAL TESTS:

Item
No. Description / (Method)
Unit of
Issue
1 11-chloroeicosafluoro-3-oxaundecane-1-sulfonic acid (11Cl-PF3OUdS) 533 2 9-chlorohexadecafluoro-3-oxanonane-1-sulfonic acid (9Cl-PF3ONS) 533 3 4,8-dioxa-3H-perfluorononanoic acid (ADONA) 533
4 hexafluoropropylene oxide dimer acid (HFPO DA) 533
5 nonafluoro-3,6-dioxaheptanoic acid (NFDHA) 533
6 perfluoro butanoic acid (PFBA) 533
7 perfluorobutanesulfonic acid (PFBS) 533
8 1H,1H, 2H, 2H-perfluorodecane sulfonic acid (8:2FTS) 533 9 perfluoro decanoic acid (PFDA) 533
10 perfluoro dodecanoic acid (PFDoA) 533
11 perfluoro(2-ethoxyethane)sulfonic acid (PFEESA) 533
12 perfluoroheptanesulfonic acid (PFHpS) 533
13 perfluoro heptanoic acid (PFHpA) 533
14 1H,1H, 2H, 2H-perfluorohexane sulfonic acid (4:2FTS) 533 15 perfluorohexanesulfonic acid (PFHxS) 533
16 perfluoro hexanoic acid (PFHxA) 533
17 perfluoro-3-methoxypropanoic acid (PFMPA) 533
18 perfluoro-4-methoxybutanoic acid (PFMBA) 533
19 perfluoro nonanoic acid (PFNA) 533
20 1H,1H, 2H, 2H-perfluorooctane sulfonic acid (6:2FTS) 533 21 perfluorooctanesulfonic acid (PFOS) 533
22 perfluorooctanoic acid (PFOA) 533
23 perfluoropentanoic acid (PFPeA) 533
24 perfluoropentanesulfonic acid (PFPeS) 533
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43 25 perfluoro undecanoic acid (PFUnA) (EPA 533) 533
26 N-ethyl perfluorooctanesulfonamidoacetic acid (NEtFOSAA) 537.1 27 N-methyl perfluorooctanesulfonamidoacetic acid (NMeFOSAA) 537.1 28 perfluorotetradecanoic acid (PFTA) 537.1
29 perfluoro tridecanoic acid (PFTrDA) 537.1
30 Lithium 200.7

2.4 LABORATORY QUALIFICATION:

A. Certification:

CONTRACTOR must meet the UCMR5 laboratory approval program application and proficiency testing criteria for all test methods. Laboratories that cannot provide adequate proof of certification will be rejected as non-responsive. Services for UCMR5 shall be awarded only to laboratories certified through EPA.

B. Subcontracted Laboratories:
• No subcontracting on any test methods part of UCMR5 to awarded vendor.

2.5 QUALITY ASSURANCE/QUALITY CONTROL:

A. Quality Assurance/Quality Control Reporting:

The CONTRACTOR shall operate under the directives of an approved Quality Assurance Program Plan (QAPP). The plan shall define the performance criteria and support procedures by which quality analytical data are generated. The plan should address:
• QA Policies and Procedures.

QA Plan shall include:

O Sample Custody
O Sample Collection
O Preservation
O Identification
O Handling and Storage
O QA Checks for accuracy
O QA Reporting
• QAPP Organization and Responsibility. At a minimum, the table of contents and signature page for the program.
• Quality Assurance / Quality Control Review Person Responsible for Plan.

B. Analytical Report:

A separate analytical report that meets ELAP requirements shall be provided for each chain of custody. This report shall be delivered with invoice. The report shall be well organized and easy to follow containing the following information:
• Laboratory contact information for all labs providing results • Client information
• Report title and number
• Sample identification, collection date and time
• Sample receipt date
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44 • Date of sample preparation and prep method
• Date of sample analysis and test method
• Analytical results
• Detection levels used
• QA/QC data for each method performed
• Signature and title of person authorized to release final results • Certification that the test results meet all ELAP and/or NELAC and laboratory QA/QC requirements notation of results reported outside of quantitation limits • Explanation of any qualifiers
• A copy of the Chain of Custody (COC)
• Proof of electronic submission into EPA’s web-based Safe Drinking Water Accession and Review System (SDWARS) within 120 days from sample collection. • Proof of electronic submission into the CITY LIMS
C. Electronic Data Submission:

CONTRACTOR shall be responsible for posting all UCMR5 sample analysis results to EPA’s web-based Safe Drinking Water Accession and Review System (SDWARS) within 120 days from sample collection. The CITY will not pay for any analyses until the electronic submissions are complete both to SDWARS and the CITY LIMS. Provide a typical verification of EDT report with your bid and a description of your capabilities for electronic submission into LIM System.

D. Retention of Records:

The laboratory must retain test results and accompanying quality control data for a period of not less than five (5) years.

2.6 SAMPLE PICKUP:

A. City of Modesto, Water Services Division
4240 Litt Road
Modesto, CA 95355
CONTRACTOR shall arrange pickup of samples between 2:00 pm and 4:00 pm, Tuesday thru Thursday during the duration of UCMR5 sampling. The City of Modesto Water Resource Analyst and/or Administrative Services Technician will coordinate pickup days. CONTRACTOR shall assume the chain of custody at that point, maintaining the integrity of the sample during transportation. Any broken samples, temperature excursions or other sample damages during transport, shall be reported to the CITY the same business day as sample receipt.

CONTRACTOR will be required to pick up all samples part of UCMR5 within twenty-four (24) hours of receipt of CITY request. No subcontract courier will be accepted for the pickup of UCMR5 samples. #7..
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ANALYTICAL LABORATORY

TESTING SERVICES
45 B. Hold Times for Samples:

C. Turnaround Time (Standard):

A thirty (30) calendar day standard turnaround time for electronic notification is required.

D. Sample Containers:

Sample containers of appropriate size and type, containing the proper preservatives to comply with EPA requirements, shall be included in testing items unit price. Sample containers shall be pre-labeled identifying the analyses type and preservative used for the test. Sampling instructions, coolers, ice packs, bubble wrap or sample containers needed, shall be delivered to the Water Division within seven (7) calendar days after request by CITY, and shall be delivered at least twenty-four (24) hours prior to scheduled sampling.

E. Travel Blanks:

Analysis of travel blanks, when needed, will be provided at no additional cost to the CITY.

F. Training:

G. Field Services:

If sampling is at the well, an operator will assist with starting the well and the CONTRACTOR will be required to complete the sampling and paperwork.

2.7 MANAGEMENT SERVICES:

A. Client Services:

The CONTRACTOR shall assign an experienced project manager to this account. All services called for in this IFB shall be performed under his or her direction. Provide the name, qualifications, and work history for the client project manager responsible to oversee this account.

B. Principal Analysts:

Provide the names and qualifications of each Principal Analyst conducting each method of testing. #7..
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ANALYTICAL LABORATORY

TESTING SERVICES
46 C. Laboratory Audit:

The CONTRACTOR and subcontract laboratories shall have participated in at least one on-site audit conducted by a 3rd party regulatory agency within the past three (3) years. The CONTRACTOR shall provide a copy of the most recent external audit report for all laboratories performing analyses under this agreement. The CITY reserves the right to conduct a site inspection of any laboratory as part of this process.

2.8 REQUIRED LICENSES:

Prior to beginning any service that shall be furnished under this specification, the Bidder shall secure the appropriate Business/Delivery license from the City of Modesto. Business/Delivery license information may be obtained by calling (209) 577-5389 or emailing [email protected]. The successful Bidder shall maintain a City of Modesto business license for the duration of the agreement. #7..
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47 SAMPLE ANNUAL AGREEMENT - SERVICES
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________________ , 2023, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and _________________, a ______ _______, hereinafter called CONTRACTOR.

W I T N E S E T H:

NOW, THEREFORE, the parties hereto mutually agree as follows:

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and #7..
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48 insurance necessary to perform and complete the required work as specified in Exhibit “C”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $_________________. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $____________. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

AGREEMENT PRICING
[TBD – Insert Pricing Table Here]

2. CITY REPRESENTATIVE:

CITY Representative is:
________________________ ____________________________
The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

3. CONTRACTOR REPRESENTATIVE:

CONTRACTOR: ___________________ ________________________ #7..
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49 4. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of two years, with three one-year extension options at the sole discretion of CITY, for a total of up to five years.

Price increases for any subsequent AGREEMENT years following the second year, shall not exceed the percentage change in the Consumer Price Index (CPI) for the City of Modesto West Urban Area in any one AGREEMENT year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, 90 days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

5. LIABILITY INSURANCE:

The CONTRACTOR 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 City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 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 registered mail, return receipt requested, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $2,000,000 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. The insurance shall indicate on the certificate #7..
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50 of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.
b. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Workers' 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 per accident for bodily injury or disease. d. Pollution Liability – and/or Asbestos pollution liability and/or errors & omissions applicable to the work being performed, with a limit no less than $1,000,000 per claim or occurrence and $2,000,000 aggregate per policy period of one-year.

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 CONTRACTOR shall promptly obtain a new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR 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 CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR 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.

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 CONTRACTOR for the CITY.
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51 The CONTRACTOR’s insurance policy(ices) 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 CITY’s Risk Manager.

6. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
• This AGREEMENT number
• CITY department/division name and address
• Billing period
• Service hours worked day and week
• Unit price, extended price, sales tax, and total
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52 7. INDEMNITY: The CONTRACTOR shall hold the CITY, its agents, officials, 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 CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its agents, officials, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance.

8. VENUE & GOVERNING LAW:

Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws provisions or principles.

10. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced after the agreement administrator receives and has on file:

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2023-_______;
b. CONTRACTOR Bid submittal;
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53 c. IFB No. 2223-13;
d. Contractor’s City of Modesto business license

11. TERMINATION OF SERVICES:

Termination by City for Convenience: The City may also terminate this AGREEMENT the Contractor's performance underthe Agreement, eitherin whole orin part, at its own discretion and without cause.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors, and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are 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, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; #7..
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54 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 CONTRACTOR in performing the SERVICES 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 SERVICES 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 SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the CONTRACTOR 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 SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the #7..
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55 date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

12. COMPLIANCE WITH ALL LAWS:

13. FAILURE TO PERFORM SATISFACTORY WORK: It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

14. ASSIGNMENT OF RIGHTS: The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this AGREEMENT or any allowed subcontract. The assignment made by #7..
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56 CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective at the time the CITY makes final payment to the CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

17. NOTICES:

CONTRACTOR: __________________
__________________
__________________
__________________
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.
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57 18. SIGNATORY(IES) FOR CONTRACTOR:

Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and have full authority to, execute the AGREEMENT.

19. QUANTITIES: No minimum or maximum is guaranteed or implied.

22. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. #7..
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58 b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours’ notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT. e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

24. RECORDS: All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY. CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse, or otherwise dispose of the documents without CONTRACTOR’s permission. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the City and are not necessarily suitable for any future or other use. #7..
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59 25. FACILITIES AND EQUIPMENT: Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this AGREEMENT. CITY shall make available to CONTRACTOR only the facilities and equipment listed in EXHIBIT “B” and “C”, and only under the terms and conditions set forth herein.

27. DRUG FREE WORKPLACE: CONTRACTOR certifies that it is following and in compliance with Sections 8350 - 8355 of Chapter 5.5 of the Government Code, Drug Free Workplace Act whereby each person or organization awarded a contract/purchase order or grant for the procurement of any property or service from any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.

28. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance.

29. WAIVER:

30. HEADINGS NOT CONTROLLING:

Headings used in the Agreement are for reference purposes only and shall not be considered in construing this AGREEMENT.
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60 31. MISCELLANEOUS:

Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT.

32. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY.

Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, 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 or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

33. 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.
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61 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested by its City Clerk under authority of Resolution No. 2023-_______, adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2023 and _____________________has caused this Agreement to be duly executed.

CITY OF MODESTO, CONTRACTOR
A municipal corporation
By: __________________________ By: _________________________________ JOSEPH P. LOPEZ, (Signature)
City Manager
By: _________________________________
(Name & Title)
ATTEST: Date: _______________________________
By: __________________________

DIANE NAYARES-PEREZ, CMC,
City Clerk

(SEAL)

APPROVED AS TO FORM:

By: ____________________________
JOSE M. SANCHEZ,
City Attorney
By: ____________________________
JOE F. RODRIQUEZ,
Risk Manager
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ITEM # ITEM/DESCRIPTION

ESTIMATED
ANNUAL
QTY

UNIT OF
ISSUE
Project 1 - Continuous Annual Sampling
A1 Anions by Ion Chromatography (300.0) 80 EA $ 15.00 $ 1,200.00 $ 132.00 $ 10,560.00 $ 20.00 $ 1,600.00 A2 Arsenic Only (200.8) 300 EA $ 15.00 $ 4,500.00 $ - $ - $ 15.00 $ 4,500.00 A3 Asbestos – TEM 10 EA $ 300.00 $ 3,000.00 $ - $ - $ 183.00 $ 1,830.00 A4 Carbamates (531.1) 10 EA $ 90.00 $ 900.00 $ - $ - $ 115.00 $ 1,150.00 A5 Cyanide – F (SM4500) 5 EA $ 40.00 $ 200.00 $ - $ - $ 65.00 $ 325.00 A6 Diquat (549.2) 5 EA $ 90.00 $ 450.00 $ - $ - $ 140.00 $ 700.00 A7 EDB/DBCP (504.1) 400 EA $ 45.00 $ 18,000.00 $ - $ - $ 65.00 $ 26,000.00 A8 Endothall (548.1) 5 EA $ 90.00 $ 450.00 $ - $ - $ 130.00 $ 650.00 A9 Glyphosate (547) 5 EA $ 90.00 $ 450.00 $ - $ - $ 115.00 $ 575.00 A10 GM/IO/GP (Various) 200 EA $ 215.00 $ 43,000.00 $ - $ - $ 250.00 $ 50,000.00 A11 Gross Alpha Particle Activity (900) 10 EA $ 60.00 $ 600.00 $ - $ - $ 50.00 $ 500.00 A12 Gross Beta Particle Activity (900) 10 EA $ 60.00 $ 600.00 $ - $ - $ 50.00 $ 500.00 A13 HAA5 (552.2) 150 EA $ 70.00 $ 10,500.00 $ - $ - $ 90.00 $ 13,500.00 A14 Herbicides (515.3) 5 EA $ 90.00 $ 450.00 $ - $ - $ 175.00 $ 875.00 A15 Manganese Only (200.8) 80 EA $ 15.00 $ 1,200.00 $ - $ - $ 15.00 $ 1,200.00 A16 Nitrate as N (EPA 300.0 ) 2,000 EA $ 15.00 $ 30,000.00 $ 30.50 $ 61,000.00 $ 20.00 $ 40,000.00 A17 Nitrite as N (EPA 300.0) 80 EA $ 15.00 $ 1,200.00 $ 30.50 $ 2,440.00 $ 20.00 $ 1,600.00 A18 Nitrosamines (521) 10 EA $ 15.00 $ 150.00 $ - $ - $ 245.00 $ 2,450.00 A19 OCP and PCB (508) 10 EA $ 90.00 $ 900.00 $ - $ - $ 115.00 $ 1,150.00 A20 Polynuclear Aromatics (525.2) 10 EA $ 90.00 $ 900.00 $ - $ - $ 135.00 $ 1,350.00 A21 TCP SRL 524M-TCP (with 0.7 ppt low detection reported) 600 EA $ 90.00 $ 54,000.00 $ - $ - $ 70.00 $ 42,000.00 A22 Radium 226 (903.0) 15 EA $ 125.00 $ 1,875.00 $ - $ - $ 113.00 $ 1,695.00 A23 Radium 228 (Ra - 05) 15 EA $ 125.00 $ 1,875.00 $ - $ - $ 140.00 $ 2,100.00 A24 Title 22 Metals (200.8) 30 EA $ 15.00 $ 450.00 $ - $ - $ 12.50 $ 375.00 A25 Total Organic Carbon (SM5310 A-D) 10 EA $ 40.00 $ 400.00 $ - $ - $ 49.00 $ 490.00 A26 TTHM (524.2) 150 EA $ 45.00 $ 6,750.00 $ - $ - $ 75.00 $ 11,250.00 A27 Uranium (908.1) 600 EA $ 15.00 $ 9,000.00 $ - $ - $ 25.00 $ 15,000.00 A28 VOC (524.2) 150 EA $ 75.00 $ 11,250.00 $ - $ - $ 125.00 $ 18,750.00 A29 PCE/TCE only 10 EA $ 75.00 $ 750.00 $ - $ - $ 75.00 $ 750.00 A30 Lead and Copper (every 3 years) 350 EA $ 30.00 $ 10,500.00 $ - $ - $ 25.00 $ 8,750.00 A31 Per and Polyfluoroalkyl Substances (EPA 533) 15 EA $ 325.00 $ 4,875.00 $ - $ - $ 350.00 $ 5,250.00 A32 Chromium VI (218.6) 10 EA $ 45.00 $ 450.00 $ - $ - $ 50.00 $ 500.00 A33 Colilert 18 – P/A 5,000 EA $ 14.00 $ 70,000.00 $ 27.50 $ 137,500.00 $ 20.00 $ 100,000.00 A34 Conductivity (SM2510B) 300 EA $ 7.00 $ 2,100.00 $ 12.00 $ 3,600.00 $ 20.00 $ 6,000.00 A35 Colisure – P/A 50 EA $ 14.00 $ 700.00 $ - $ - $ 20.00 $ 1,000.00 A36 HPC 1,000 EA $ 18.00 $ 18,000.00 $ 22.00 $ 22,000.00 $ 30.00 $ 30,000.00 A37 MPN 100 EA $ 18.00 $ 1,800.00 $ 31.00 $ 3,100.00 $ 30.00 $ 3,000.00 A38 %Brine 40 EA $ 5.00 $ 200.00 $ - $ - $ - $ -
A39 TDS (SM2540C) 600 EA $ 15.00 $ 9,000.00 $ 18.00 $ 10,800.00 $ 16.00 $ 9,600.00 Total $ 322,625.00 $ 251,000.00 $ 406,965.00
ePay minus 1% Rebate (Option A) $ 3,226.25 $ 2,510.00 $ - Total $ 319,398.75 $ 248,490.00 $ 406,965.00
PROJECT 2 - UCMR5
B1
11-chloroeicosafluoro-3-oxaundecane-1-sulfonic acid (11ClPF3OUdS) (EPA 533) 280 EA $ 325.00 $ 91,000.00 $ - $ - $ - $ - B2
9-chlorohexadecafluoro-3-oxanonane-1-sulfonic acid (9ClPF3ONS) (EPA 533) 280 EA $ - $ - $ - $ - B3 4,8-dioxa-3H-perfluorononanoic acid (ADONA) (EPA 533) 280 EA $ - $ - $ - $ - B4 hexafluoropropylene oxide dimer acid (HFPO DA) (EPA 533) 280 EA $ - $ - $ - $ - B5 nonafluoro-3,6-dioxaheptanoic acid (NFDHA) (EPA 533) 280 EA $ - $ - $ - $ - B6 perfluoro butanoic acid (PFBA) (EPA 533) 280 EA $ - $ - $ - $ - B7 perfluorobutanesulfonic acid (PFBS) (EPA 533) 280 EA $ - $ - $ - $ - B8
1H,1H, 2H, 2H-perfluorodecane sulfonic acid (8:2FTS) (EPA 533) 280 EA $ - $ - $ - $ -
B9 perfluoro decanoic acid (PFDA) (EPA 533) 280 EA $ - $ - $ - $ - B10 perfluoro dodecanoic acid (PFDoA) (EPA 533) 280 EA $ - $ - $ - $ - B11 perfluoro(2-ethoxyethane)sulfonic acid (PFEESA) (EPA 533) 280 EA $ - $ - $ - B12 perfluoroheptanesulfonic acid (PFHpS) (EPA 533) 280 EA $ - $ - $ - $ - B13 perfluoro heptanoic acid (PFHpA) (EPA 533) 280 EA $ - $ - $ - $ - B14
1H,1H, 2H, 2H-perfluorohexane sulfonic acid (4:2FTS) (EPA 533) 280 EA $ - $ - $ - $ -
B15 perfluorohexanesulfonic acid (PFHxS) (EPA 533) 280 EA $ - $ - $ - $ - B16 perfluoro hexanoic acid (PFHxA) (EPA 533) 280 EA $ - $ - $ - $ - B17 perfluoro-3-methoxypropanoic acid (PFMPA) (EPA 533) 280 EA $ - $ - $ - $ - B18 perfluoro-4-methoxybutanoic acid (PFMBA) (EPA 533) 280 EA $ - $ - $ - $ - B19 perfluoro nonanoic acid (PFNA) (EPA 533) 280 EA $ - $ - $ - $ - B20
1H,1H, 2H, 2H-perfluorooctane sulfonic acid (6:2FTS) (EPA 533) 280 EA $ - $ - $ - $ -
B21 perfluorooctanesulfonic acid (PFOS) (EPA 533) 280 EA $ - $ - $ - $ - B22 perfluorooctanoic acid (PFOA) (EPA 533) 280 EA $ - $ - $ - $ - B23 perfluoropentanoic acid (PFPeA) (EPA 533) 280 EA $ - $ - $ - $ - B24 perfluoropentanesulfonic acid (PFPeS) (EPA 533) 280 EA $ - $ - $ - $ - B25 perfluoro undecanoic acid (PFUnA) (EPA 533) 280 EA $ - $ - $ - $ - B26
N-ethyl perfluorooctanesulfonamidoacetic acid (NEtFOSAA) (EPA 537.1) 280 EA $ - $ - $ - $ -
B27
N-methyl perfluorooctanesulfonamidoacetic acid (NMeFOSAA) (EPA 537.1) 280 EA $ - $ - $ - $ -
B28 perfluorotetradecanoic acid (PFTA) (EPA 537.1) 280 EA $ - $ - $ - $ - B29 perfluoro tridecanoic acid (PFTrDA) (EPA 537.1) 280 EA $ - $ - $ - $ - B30 Lithium (EPA 200.7) 280 EA $ 45.00 $ 12,600.00 $ - $ - $ - $ - Total $ 103,600.00 NO BID NO BID
ePay minus 1% Rebate (Option A) $ 1,036.00
Total $ 102,564.00
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
Included with B1 Pricing
PO BOX 642 MODESTO CA 95353

CITY OF MODESTO
Modesto, CA
IEH-JL Analytical
Livermore, CA Fresno, CA
Alpha Labs, Inc. Moore Twining Associcates
IFB 2223-13 ANALYTICAL LABORATORY TESTING SERVICES
#7..
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CITY OF MODESTO

ECONOMIC DEVELOPMENT

COMMITTEE AGENDA REPORT
DATE OF MEETING:

April 03, 2023
Date: March 13, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Labworks LIMS Annual Maintenance Support Agreement CONTACT: Jason Farnsworth, Wastewater Division Manager, [email protected], 209-577-6255
DESCRIPTION:

Consider approving an Agreement with Labworks, LLC, Lehi, Utah, for the Annual Maintenance and Support of Labworks LIMS Software, for a total amount not to exceed $96,864 over five (5) years. (Funding Source: Sewer Operation Fund)
STRATEGIC PLAN ELEMENT:

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

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

BACKGROUND:

The City of Modesto’s Wastewater Division is responsible for maintaining compliance with various State and Federal regulations as directed in the City’s National Pollutant Discharge Elimination System (NPDES) permits, a Waste Discharge Requirements permit, and 40 CFR (Code of Federal Regulations).

In order to remain in compliance with the various permits and regulations, samples must be analyzed by a State certified laboratory. Environmental Laboratory Accreditation Program (ELAP) is the California laboratory accrediting body.

The City of Modesto’s Water Quality Control (WQC) laboratory is ELAP certified. ELAP standards require certified laboratories to maintain a data management system. #8..
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Economic Development Committee, April 03, 2023
Labworks LIMS Annual Maintenance Support Agreement

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Economic Development CommitteeApril 3, 2023

Economic Development Committee
April 3, 2023