Agenda packet — Finance Committee, September 25, 2023 (part 1 of 3)

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www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE / COUNCIL WORKSHOP
Room 2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Monday, September 25, 2023 at 4:00 PM
Roll Call: David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
Alternates: Eric Alvarez, Jeremiah Williams, Chris Ricci, Sue Zwahlen “Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

THIS MEETING WILL BE PHYSICALLY OPEN TO THE PUBLIC AND BY ZOOM

VIDEO CONFERENCING AND TELEPHONE
Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Committee meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below and the meeting is physically open to the public.

You may observe a livestream of the meeting at http://media.modestogov.com. You may also participate in the meeting as indicated below.
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PARTICIPATING IN CITY COUNCIL COMMITTEE MEETINGS
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Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee Members and placed in the record, but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.

VIRTUAL PARTICIPATION BY ZOOM VIDEO

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Joining the Committee meeting via Telephone
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Providing Public Comment on Zoom and by Telephone
The Committee Chairman will request public comment during the Public Comment periods on the meeting agendas and during each Regular Calendar Item on the Committee Agenda. Once the Chairman has announced the public comment period, please do one of the following.

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 City staff will unmute your microphone when it is your turn to provide public comment.
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USING A REGULAR PHONE (not using a computer or smart phone APP):
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 You will hear “you are unmuted” and then you will have three minutes to provide public comment.
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Council has not delegated directive or final approval authority to the Committees. Committee actions are recommendations to the full City Council, not final decisions on an issue.

PUBLIC COMMENTS
Please refer to special public comment instructions above.

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

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item. - 3 -
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Any and all of the following agenda items are subject to action by the Modesto City Council.

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

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

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

Consent

1. Consider the recommended Budget Adjustments to Fiscal Year 2023-24 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion recommending the Budget Adjustments to Fiscal Year 2023-24 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval.

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

2. Consider an Agreement for Consultant Support with State Advocacy Services to Townsend Public Affairs, Newport Beach, CA, and Van Scoyoc and Associates, Washington, DC, for a combined total amount not to exceed $750,000 over five years and forwarding to Council for approval. (Funding Source: Various Funds)  Motion recommending the Award of Proposals and Agreement for Consultant Support with State Advocacy Services to Townsend Public Affairs, Newport Beach, CA, for a two year Agreement with three one-year extension options, for an annual estimated amount of $60,000 and a total amount not to exceed $300,000 over five years, and approving the Award of Proposals and Agreement for Consultant Support with Federal Advocacy Services to Van Scoyoc and Associates, Washington, DC for a two year Agreement with three one-year extension options, for an annual estimated amount of $90,000 and for - 4 -
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a total amount not to exceed $450,000 over five years; and forwarding to Council for approval.

CITY MANAGER; Andrew Gonzales, 209-571-5809, [email protected] Consent

3. Consider an Agreement for Concrete Services with United Pavement Maintenance, Hughson, CA for a total amount not to exceed $2,350,000 for a one-year Agreement and forwarding to Council for approval. (Funding Source: Measure H, Water Fund and General Fund)
 Motion recommending an Agreement with United Pavement Maintenance, Hughson, CA for a one-year agreement for a total amount not to exceed $2,350,000 and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

4. Consider the Agreement for Investment Advisory Services to PFM Asset Management, LLC, San Francisco, CA, for a total amount not to exceed $1,500,000 over five years and forwarding to Council for approval (Funding Source: Various Funds)  Motion recommending an Agreement for Investment Advisory Services to PFM Asset Management, LLC, San Francisco, CA, by utilizing the Competitive Bid Process from the City of Redwood City, CA for a two-year Agreement with three one-year extension options, for an annual estimated amount $300,000 and a total amount not to exceed $1,500,000 over five years; and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

5. Consider the Second Amendment for Fleet Tire Purchases with McCoy Truck Tire, Modesto, CA and Valley Tire, Modesto, CA to increase the Agreement to a revised total amount of $2,170,000 and forwarding to Council for approval. (Funding Source:

Fleet Fund)
 Motion recommending a Second Amendment for Fleet Tire Purchases with McCoy Truck Tire, Modesto, CA and Valley Tire, Modesto, CA to increase the Agreement amount by $400,000 to a revised total amount of $2,170,000 through the term of the agreement and extending the term date from October 22, 2023, to October 22, 2024, and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

6. Consider the First Amendment with West Coast Door and Gate for On-call Commercial Roll-up Door Maintenance and Repair Services to a revised total amount of $236,000 and utilizing the Year 5 extension option, revising the Term of the Agreement from December 2, 2023 to December 2, 2024 and forwarding to Council for approval. (Funding Source: General Fund)
 Motion recommending a First Amendment increasing the Agreement amount with West Coast Door and Gate, for the On-call Commercial Roll-up Door - 5 -
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Maintenance and Repair Services by $66,000 from $170,000 to a revised total amount of $236,000 and utilizing the Year 5 extension option, revising the Term of the Agreement from December 2, 2023 to December 2, 2024 and forwarding to Council for approval.

FIRE DEPARTMENT; Kevin Wise, 209-572-9590, [email protected] Consent

7. Consider an Engineering Services Agreement with Carollo Engineers, Inc. of Walnut Creek, CA, for the Sewer Trunk Rehabilitation on Grimes, Mercy & Woodland Ave Project, in an amount not to exceed $1,540,000 and forwarding to Council for approval. (Funding Source: Wastewater Fund)
 Motion recommending an Engineering Services Agreement with Carollo Engineers, Inc., of Walnut Creek, CA, for the Sewer Trunk Rehabilitation on Grimes, Mercy & Woodland Ave Project in the amount of $1,400,000 for the identified scope of services, plus $140,000 in additional services, if needed, for a total amount not to exceed $1,540,000 and forwarding to Council for approval.

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

8. Consider the submission of a Financial Assistance Application with the California State Water Resources Control Board to connect existing septic systems to the City of Modesto’s sanitary sewer system and forwarding to Council for approval. (Funding Source: Wastewater Fund)
 Motion recommending the submission of a Financial Assistance Application to the California State Water Resources Control Board to fund the planning, design and construction of the Septic to Sewer Project and forwarding to Council for approval.

UTILITIES; Miguel Alvarez, 209-577-5348, [email protected]

UNFINISHED BUSINESS

9. Consider the First Amendment to the Purchasing Agreement with Ferguson Waterworks, Modesto CA, Iconix Waterworks, McClellan CA, and American AVK, Minden NV for concrete boxes, covers, valves hydrants and fittings to a revised total amount not to exceed $8,700,000 over five years and forwarding to Council for approval. (Funding Source: Water Fund)
 Motion recommending the First Amendment to the Purchasing Agreement with Ferguson Waterworks, Modesto CA, Iconix Waterworks, McClellan CA, and American AVK, Minden NV for concrete boxes, covers, valves hydrants and fittings increasing the annual estimated spending by $975,000 from $765,000 to a revised annual estimated spending of $1,740,000 and a revised total amount not to exceed $8,700,000 over five years and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] - 6 -
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NEW BUSINESS

10. Consider Agreements for Tree Pruning and Removal Services with West Coast Arborists, Inc., Anaheim, CA; Greentek Services, LLC, Oroville, CA, and Rumble Tree, Inc., Modesto, CA in a total amount between all Agreements combined not to exceed $10,320,000 over five years and forwarding to Council for approval. (Funding Source: Measure H and Various Other Funds)
 Motion recommending the Agreements for Tree Pruning and Removal Services with West Coast Arborists, Inc., Anaheim, CA; Greentek Services, LLC, Oroville, CA, and Rumble Tree, Inc., Modesto, CA for Tree Pruning and Removal Services, on an as needed basis, for a two year Agreement with three one-year extension options, at the sole discretion of the City, for an annual estimated average amount of $2,064,000, and a total amount between all Agreements combined not to exceed $10,320,000 over five years and forwarding to Council for approval.
 Motion recommending amending the Fiscal Year 2023-24 Annual Operating Expenditure Budget to increase the PW - Measure H - Community Forestry Cost Center (56041) in the Measure H Fund (0160) by $380,000 from unassigned carryover from Fiscal Year 2022-23 for the increase in the Tree Removal and Stump Grinding Services Agreement and forwarding to Council for approval.

PRN; Nathan Houx, 209-571-5526, [email protected]

11. Consider adopting a Parking Action Plan by Dixon Resources Unlimited, San Diego, CA for City of Modesto Downtown Parking Action Plan, and forwarding to Council for approval. (Funding Source: Not Applicable)
 Motion recommending the adoption of the Parking Action Plan (Plan) by Dixon Resources Unlimited, (DIXON) San Diego, CA for City of Modesto Downtown Parking Action Plan, and forwarding to Council for approval.

PUBLIC WORKS; Patrick Crowley, 209-342-2274, [email protected]

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

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 25, 2023
Date: September 5, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
FROM: Joseph P. Lopez, City Manager
SUBJECT: Monthly Budget Adjustment Report – September 2023 CONTACT: Steve Christensen, Budget Manager, [email protected] 209-577-5390
DESCRIPTION:

Consider the recommended Budget Adjustments to Fiscal Year 2023-24 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

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

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

Also included in this report as an attachment (Exhibit B) is a summary of the budget adjustments approved by the City Manager and/or Budget Manager consistent with the authority levels approved by Council with the passing of the Fiscal Year 2023-24 Operating Budget via Resolution No. 2023-267.
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Monthly Budget Adjustment Report – September 2023

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DISCUSSION:

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

FISCAL IMPACT:

The fiscal impact of each item is noted in the attachments to this report. The adjustments are for Fiscal Year 2023-24.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Budget Adjustments to Fiscal Year 2023-24 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval.

Approved by:

Joseph P. Lopez, City Manager
Attachments:

1. Exhibit A – Budget Adjustments Requiring Council Approval

2. Exhibit B – Staff Approved Budget Adjustments
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Monthly Budget Adjustment Report

EXHIBIT A
FISCAL YEAR 2023-24

COMMUNITY & ECONOMIC DEVELOPMENT
 A budget adjustment in the amount of $25,000 is needed to increase the revenue and expense budgets for project 101184 – Archway Commons Phase II. This increase will capture the staff time and administrative expenses that are being used to close this project. This project is funded with Federal HOME Investment Partnership Program funding.

ENGINEERING SERVICES DEPARTMENT
 A budget adjustment in the amount of $5,000,000 is needed in the Capital Grants – Streets Capital Improvement Program (CIP) Projects Fund (3160) for Project 101519 – AB170 - County Islands Project. The project recently received a notification that there are outstanding earmarked funds available for construction from the Department of Transportation (CalTrans) on September 1, 2023. The adjustment will recognize the grant revenue and increase the project discretionary expenditure accounts.

PARKS, RECREATION AND NEIGHBORHOODS
 A budget adjustment in the amount of $220,000 is needed in the Joint Powers Authority (JPA) – Tuolumne River Regional Park (TRRP) Special Revenue Fund – Capital Improvement Program (CIP) (6710) to establish the budget for Project 101527 – TRRP Parking Improvements at Gateway Parcel and Project 101528 – Carpenter Road Fish Habitat Restoration Project. The projects were approved by the JPA TRRP Commission on August 9, 2023. The funding will come from remaining insurance revenue proceeds in the fund balance for Fund 6710.
 A budget adjustment in the amount of $232,500 is needed in the Community Center Operations Fund 4700, Project 101251 – Modesto Centre Plaza Deferred Maintenance to allocate to the project expenditure budget. As part of the Fiscal Year 2023-24 budget adoption, the transfer was increased to the project, but the expenditure budget was not increased. This adjustment will correct the project so that the revenue and expenditure budgets are balanced.

POLICE DEPARTMENT
 A budget adjustment in the amount of $57,225 is necessary in the Police Grants (1341) to recognize the revenue related to the 2023-24 Alcoholic Beverage Control (ABC) Alcohol Policing Partnership grant and increase expenses in Project 101530 – 2023- 2024 ABC Grant.

PUBLIC WORKS
 A budget adjustment in the amount of $1,200,000 is needed in the Capital Grants – Streets Capital Improvement Program (CIP) Projects Fund (3160) for Project 101317 – Carpenter/Maze/Prescott Fiber Drop. The project recently received an updated E-76 for #1..
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Monthly Budget Adjustment Report

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construction grant funds from the Department of Transportation (CalTrans) on August 4, 2023. The adjustment will recognize the grant revenue, the project discretionary expenditure accounts is not being increased as the increase was captured in the Fiscal Year 2023-24 adopted CIP budget.
 A budget adjustment in the amount of $941,404 is needed in the Capital Grants – Streets Capital Improvement Program (CIP) Projects Fund (3160) for Project 101318 – Fiber Drop Downtown (G & H). The project recently received an updated E-76 for construction grant funds from the Department of Transportation (CalTrans) on August 4, 2023. The adjustment will recognize the grant revenue, the project discretionary expenditure accounts is not being increased as the increase was captured in the Fiscal Year 2023-24 adopted CIP budget.
 A budget adjustment in the amount of $300,000 from 4891 Solid Waste Fund (4891) reserves to CC 56010 is necessary to cover the cost of code enforcement specific software. Remainder of funds will help cover legal fees associated with amending and restating hauler contracts.
 A budget adjustment in the amount of $400,000 from Carpenter Landfill Fund (4893) reserves to CC 56016 is necessary to use for hiring a consultant and installing a fence, both of which are essential to bring the City into compliance with a current Notice of Violation from the State Water Board.
 A budget adjustment in the amount of $600,000 is necessary in the Surface Transportation Fund (1700) Project 101421 – Detection Cameras Senate Bill (SB) 1 project to fund the Fiscal Year 2023-2024 replacement of vehicle detections in various locations that was approved as part of the Fiscal Year 2023-2024 SB 1 project list approved by Council per Resolution 2023-175. As part of the adjustment, the transfer from the Gas Tax Fund (1730) to the project will be increased as well.

UTILITIES
 A budget adjustment in the amount of $600,000 is necessary in the Water Fund – Capital Improvement Program (CIP) Projects Fund (4180) Project 101390 – Water Register Replacement to fund additional project expenditures for replacing registers. The increase in the project budget will be covered by the Water Fund (4100) reserves. #1..
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2022/23
AT #
Approv
ed by
CM,
BM or
DD Fund Fund Name Cost Ctr/Project Name Account Name
Rev/E
xp/TI/
TO
Acco
unt Current Budget
Increase
(Decrease)
Revised
Budget Description
AT-219 CM 0100 General Fund CED - Building Safety CS-CD Plan Checking Fees Rev $ 8,889 $ 50,000 $ 58,889 AT-219 CM 0100 General Fund CED - Economic Development Professional Services Exp $ 150,000 9,000 $ $ 159,000 AT-219 CM 0100 General Fund CED - Land Development
Engineering Professional Services Exp $ 36,115 41,000 $ $ 77,115 AT-220 DD 0100 General Fund CED - Building Safety Professional Services Exp $ 132,833 $ (29,500) $ 103,333 AT-220 DD 0100 General Fund CED - Administration Budget Only - Salary Adjustment - Increase Exp $ - $ 700 $ 700
AT-220 DD 0100 General Fund CED - Administration Budget Only - Benefit Adjustment - Increase Exp $ - $ 300 $ 300
AT-220 DD 0100 General Fund CED - Building Safety Budget Only - Salary Adjustment - Increase Exp $ - 5,250 $ $ 5,250
AT-220 DD 0100 General Fund CED - Building Safety Budget Only - Benefit Adjustment - Increase Exp $ - 2,250 $ $ 2,250
AT-220 DD 0100 General Fund CED - Land Development
Engineering
Budget Only - Salary Adjustment
- Increase Exp $ - 6,300 $ $ 6,300
AT-220 DD 0100 General Fund CED - Land Development
Engineering
Budget Only - Benefit
Adjustment - Increase Exp $ - 2,700 $ $ 2,700
AT-220 DD 0100 General Fund CED - Planning Budget Only - Salary Adjustment - Increase Exp $ - 8,400 $ $ 8,400
AT-220 DD 0100 General Fund CED - Planning Budget Only - Benefit Adjustment - Increase Exp $ - 3,600 $ $ 3,600
AT-223 CM 0100 General Fund FIN - Accounts Receivable
(Accounting) CS-GG - Misc Special Service Rev $ - 37,108 $ $ 37,108 AT-223 CM 0100 General Fund FIN - Accounts Receivable
(Accounting) Professional Services Exp $ 6,466 37,108 $ $ 43,574 AT-224 DD 0100 General Fund CED - Planning Professional Services Exp $ 422,393 $ (31,250) $ 391,143 AT-224 DD 0100 General Fund CED - Land Development
Engineering Professional Services Exp $ 77,115 7,250 $ $ 84,365 AT-224 DD 0100 General Fund CED - Economic Development Professional Services Exp $ 159,000 24,000 $ $ 183,000 AT-225 DD 0100 General Fund General Revenue Interfund Charges - Cost Allocation Indirect Recovery Rev $ 3,277,365 (2,574) $ $ 3,274,791 A budget adjustment is necessary to reduce the expenditure budgets in the Downtown Improvement District (DID) cost center by $2574 and reduce the revenue received for cost allocation in the General Fund by the same amount in the General Revenues Cost Center (90001) in the General Fund for FY 2022-23. This charge should not have been allocated to the DID as part of the Adopted Budget and this budget adjustment will correct the expenditure budget and a journal will correct the allocation of charges to the cost center. Revenues and Expenditures in the DID cost center should net to zero each fiscal year.

AT-227 DD 0100 General Fund PRN - Graffiti Abatement Budget Only - Salary Adjustment - Decrease Exp $ - (20,000) $ $ (20,000)
AT-227 DD 0100 General Fund PRN - Graffiti Abatement Budget Only - Benefit Adjustment - Decrease Exp $ - (5,000) $ $ (5,000)
AT-227 DD 0100 General Fund Operations Services
Administration
Budget Only - Salary Adjustment
- Decrease Exp $ - (175,000) $ $ (175,000)
AT-227 DD 0100 General Fund Operations Services
Administration
Budget Only - Benefit
Adjustment - Decrease Exp $ - (25,000) $ $ (25,000)
AT-227 DD 0100 General Fund PRN - Graffiti Abatement Tools and Field Supplies <$5,000 Exp $ 5,000 25,000 $ $ 30,000
AT-227 DD 0100 General Fund Operations Services
Administration Vehicles >$5,000 Exp $ - 168,000 $ $ 168,000 A budget adjustment of $50,000 is needed to recognize Plan Checking Fee revenue and to increase CED expense budget.

A budget adjustment of $29,500 is necessary to move discretionary expense savings to cover salary budget shortages.

A budget adjustment of $31,250 is necessary to move discretionary expense budget savings within the CED departments.

A budget adjustment is necessary to reallocate salary savings in the PRN-Graffiti Abatement 35170 cost center and Parks Operations Services Administration cost center 35220 to discretionary accounts. The overage in the cost centers is related to fiscal year accruals as part of year end and the encumbrance roll over. Additionally, a dozer was approved by Council to be purchased between Parks and Fire and some of the salary savings will be used to increase the budget line for that approved purchase. The overall PRN budget is not changing.

A budget adjustment of $37,108 is necessary to recognize revenue received from the sale of surplus items and to appropriate it for expenditures in a like amount. #1..
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2022/23
AT #
Approv
ed by
CM,
BM or
DD Fund Fund Name Cost Ctr/Project Name Account Name
Rev/E
xp/TI/
TO
Acco
unt Current Budget
Increase
(Decrease)
Revised
Budget Description
AT-227 DD 0100 General Fund Operations Services
Administration
Repair and Maintenance - Real
Property Exp $ 203,796 32,000 $ $ 235,796
Total Changes for Fund 0100 $ 4,478,972 $ 171,642 $ 4,650,614 AT-225 DD 1200 Downtown Improvement District
Fund
CED - Downtown Improvement
District ISF - Cost Allocation Exp $ 2,574 (2,574) $ $ - A budget adjustment is necessary to reduce the expenditure budgets in the Downtown Improvement District (DID) cost center by $2574 and reduce the revenue received for cost allocation in the General Fund by the same amount in the General Revenues Cost Center (90001) in the General Fund for FY 2022-23. This charge should not have been allocated to the DID as part of the Adopted Budget and this budget adjustment will correct the expenditure budget and a journal will correct the allocation of charges to the cost center. Revenues and Expenditures in the DID cost center should net to zero each fiscal year.

Total Changes for Fund 1200 $ 2,574 $ (2,574) $ -
AT-221 BM 3265 NorthPointe CFD Special
Revenue Fund
CED - NorthPoint CFD
Annexation, Formation and
Annual Maintenance
Special Assessments - Annual
Maintenance Tax Rev $ 65,000 5,013 $ $ 70,013
AT-221 BM 3265 NorthPointe CFD Special
Revenue Fund
CED - NorthPoint CFD
Annexation, Formation and
Annual Maintenance
Repair and Maintenance
Services - Landscape Exp $ 2,555 5,013 $ $ 7,568
Total Changes for Fund 3265 $ 67,555 $ 10,026 $ 77,581
AT-222 BM 3275 Coffee/Claratina CFD Fund
CED-Coffee/Claratina CFD
Annexation, Formation and
Annual Maintenance
Special Assessments - Annual
Maintenance Tax Rev $ 210,000 5,178 $ $ 215,178
AT-222 BM 3275 Coffee/Claratina CFD Fund
CED-Coffee/Claratina CFD
Annexation, Formation and
Annual Maintenance
Repair and Maintenance
Services - Landscape Exp $ 33,863 5,178 $ $ 39,041
Total Changes for Fund 3275 $ 243,863 $ 10,356 $ 254,219 AT-226 DD 5230 Information Technology Fund IT - Business Applications/Dev.

Services
Budget Only - Salary Adjustment
- Decrease Exp $ (70,000) (175,000) $ $ (245,000)
AT-226 DD 5230 Information Technology Fund IT - Business Applications/Dev.

Services
Budget Only - Benefit
Adjustment - Decrease Exp $ (30,000) (75,000) $ $ (105,000) AT-226 DD 5230 Information Technology Fund IT - Business Applications/Dev.

Services
Repair and Maintenance
Services Exp $ 813,270 190,000 $ $ 1,003,270
AT-226 DD 5230 Information Technology Fund IT - ERP Maintenance Repair and Maintenance Services Exp $ 889,670 60,000 $ $ 949,670
Total Changes for Fund 5230 $ 1,602,940 $ - $ 1,602,940 A budget adjustment is necessary to re-allocate salary savings cost center 17510 - Business Applications/Development Services to Discretionary accounts in the cost center and in the 17520 - ERP Maintenance cost center. The Appr Unit C budget is currently over in both cost centers due to Fiscal Year end accruals and encumbrances that roll over. The overall budget is not changing and there are sufficient salary savings to reallocate.

A budget adjustment is necessary to recognize the additional revenue received in FY 22-23 for special assessments and allocate it to repair and maintenance services.

A budget adjustment is necessary to recognize the additional revenue received in FY 22-23 for special assessments and allocate it to repair and maintenance services. #1..
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Appro
ved by
CM,
BM or
DD Fund Fund Name Cost Ctr/Project Name Account Name
Rev/Exp/TI/
TO
Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-016 CM 0100 General Fund 70100 - Transfer Out General Fund Transfer Out to Fund 1390 TO $ - 1,000,000 $ $ 1,000,000 AT-016 CM 0100 General Fund MFD - Suppression Interfund Charges - Service Credit Labor Charges Rev $ - 1,000,000 $ $ 1,000,000
AT-017 CM 0100 General Fund 70100-Transfer Out General
Fund Transfer Out to Fund 1390 TO $ - 1,000,000 $ $ 1,000,000 AT-017 CM 0100 General Fund MFD - Suppression Interfund Charges - Service Credit Labor Charges Rev $ - 1,000,000 $ $ 1,000,000
Total Changes for Fund 0100 $ - $ 4,000,000 $ 2,000,000 AT-025 CM 1341 Grants - Operation Grants
Reimbursed 101495 - UOPP 13 CA Recycle - PW Rev $ - 32,908 $ $ 32,908 AT-025 CM 1341 Grants - Operation Grants
Reimbursed 101495 - UOPP 13 Appr C - Advertising Exp $ - 5,000 $ $ 5,000 AT-025 CM 1341 Grants - Operation Grants
Reimbursed 101495 - UOPP 13 Appr C - Conference Exp $ - 2,500 $ $ 2,500 AT-025 CM 1341 Grants - Operation Grants
Reimbursed 101495 - UOPP 13 Appr C - Professional Services Exp $ - 9,408 $ $ 9,408 AT-025 CM 1341 Grants - Operation Grants
Reimbursed 101495 - UOPP 13 Appr C - Svcs City Forces Exp $ - $ 16,000 $ 16,000 Total Changes for Fund 1341 $ - $ 65,816 $ 65,816
AT-020 BM 1342 Grants - Police 101133 - OCDEFT I Police Overtime Exp $ 119,473 17,055 $ $ 136,528 A budget adjustment is necessary to clean up the task lines in Project 101133 in order to close the project. All anticipated program revenue has been received from United States DOJ
AT-021 BM 1342 Grants - Police 101522 - OCDEFT II Police Overtime Exp $ - 25,000 $ $ 25,000 This budget adjustment is being made to establish the expense budget on Task PANV-0369 which related to the most recent OCDEFT agreement for MPD services.

Overtime expenses will be reimbursed by United State DOJ Total Changes for Fund 1342 $ 119,473 $ 42,055 $ 161,528 AT-024 BM 1380 Non-Capital Parks Fund (NonGrant)
100880 - Fund Dev/Special
Projects Miscellaneous Revenue Rev $ - 1,555 $ $ 1,555
AT-024 BM 1380 Non-Capital Parks Fund (NonGrant)
100880 - Fund Dev/Special
Projects
Night at the Bowl - Professional
Services Exp $ 1,000 1,555 $ $ 2,555
Total Changes for Fund 1380 $ 1,000 $ 3,110 $ 4,110
A budget adjustment is necessary to increase the revenue and expenditure budget to track the $1,000,000 that was allocated for the funding for Park Improvements for the turf at Mary Grogan in the Public Safety Labor task in the ARPA project. The adjustment is also establishing the transfer and project budget. This task is used to track the reimbursement of ineligible expenditures and increase in this adjustment will track costs associated with the Park Improvements turf at Mary Grogan project.

The City of Modesto received $45.9 million in total allocated ARPA funds. This project will track costs related to the development of the Park Improvements turf at Mary Grogan project and will be drawn against the Public Safety Payroll task as the costs are part of the ineligible expenditure category. This project was approved as part of the City's ARPA Spending Plan via Council Resolution 2021-194.

A budget adjustment is necessary to increase the revenue and expenditure budget to track the $1,000,000 that was allocated for the funding to support the development of the Downtown Quiet Zone Project in the Public Safety labor task in the ARPA project. This task is used to track the reimbursement of ineligible expenditures and the increase in this adjustment will track costs associated with the project. The City of Modesto received $45.9 million in total allocated ARPA funds. This project will track costs related to the development of the Downtown Quiet Zone project and will be drawn against the Public Safety Payroll task as the costs are part of ineligible expenditure category. This project was approved as part of the City's ARPA Spending Plan via Council Resolution 2022-327.

A budget adjustment is necessary to recognize the revenue received in the project for Night at the Bowl task. This revenue is the City's portion of a YogurtMill donation to both the City and MoBand.

The City of Modesto has received a grant from the State of California for the Used Oil Payment Program. This grant will provide funding for advertising, promotional items, events, annual conference, and staff time.
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Appro
ved by
CM,
BM or
DD Fund Fund Name Cost Ctr/Project Name Account Name
Rev/Exp/TI/
TO
Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-016 CM 1390 American Rescue Grants Fund 101511 - Turf Replacement - Mary Grogan Transfer In from Fund 0100 TI $ - 1,000,000 $ $ 1,000,000 AT-016 CM 1390 American Rescue Grants Fund 101511 - Turf Replacement - Mary Grogan
Repair & Maintenance - Real
Property Exp $ - 1,000,000 $ $ 1,000,000
AT-016 CM 1390 American Rescue Grants Fund 101345 - CMO - ARPA 2021 Spending (1st) Appr Unit C (3.1) Exp $ 6,955,830 1,000,000 $ $ 7,955,830 AT-017 CM 1390 American Rescue Grants Fund 101516 - Downtown Quiet Zone Transfer In from Fund 0100 TI $ - 1,000,000 $ $ 1,000,000 AT-017 CM 1390 American Rescue Grants Fund 101516 - Downtown Quiet Zone Apr Unit C - Discretionary Expenses Exp $ - 1,000,000 $ $ 1,000,000
AT-017 CM 1390 American Rescue Grants Fund 101345 - CMO - ARPA 2021 Spending (1st) Appr Unit C (3.1) Exp $ 6,955,830 1,000,000 $ $ 7,955,830 Total Changes for Fund 1390 $ - $ 6,000,000 $ 2,000,000 AT-015 BM 1130 CDBG Direct Grants 101257 - 1484 319 Laurel AUC Direct Grant Exp $ 450,425 (32,114) $ $ 418,311 AT-015 BM 1130 CDBG Direct Grants 101257 - 1484 AD 319 Laurel AUC Services City Forces Exp $ 25,000 (15,574) $ $ 9,426 AT-015 BM 1130 CDBG Direct Grants 101257 - 1462 AD Bay Valley AUC Direct Grant Exp $ 10,000 (5,780) $ $ 4,220
AT-015 BM 1130 CDBG Direct Grants 101257 - 1438 AD STANCO AUC Services City Forces Exp $ 25,000 (4,305) $ $ 20,695 AT-015 BM 1130 CDBG Direct Grants 101257 - 1485 AD CHAT AUC Services City Forces Exp $ - 57,733 $ $ 57,733 Total Changes for Fund 1130 $ 510,425 $ (40) $ 510,385
AT-023 BM 3160 Capital Grants - Streets CIP
Projects
101063 - Pelandale Ave.

Interchange - Phase 2 Construction Exp $ 1,200,000 (41,901) $ $ 1,158,099 AT-023 BM 3160 Capital Grants - Streets CIP
Projects
101063 - Pelandale Ave.

Interchange - Phase 2 Construction Administration Exp $ - 41,901 $ $ 41,901 Total Changes for Fund 3160 $ 1,200,000 $ - $ 1,200,000 AT-014 BM 3300 Measure L - Capital Projects 101246 - Briggsmore-McHenry to Oakdale Contingency - CIP Exp $ 423,906 (10,000) $ $ 413,906 A budget adjustment is necessary to re-allocate funds in this project to align more A budget adjustment is needed to release and reallocate unspent CDBG CV funds within project 101257. There is no impact to the General Fund A budget adjustment is necessary to increase the revenue and expenditure budget to track the $1,000,000 that was allocated for the funding for Park Improvements for the turf at Mary Grogan in the Public Safety Labor task in the ARPA project. The adjustment is also establishing the transfer and project budget. This task is used to track the reimbursement of ineligible expenditures and increase in this adjustment will track costs associated with the Park Improvements turf at Mary Grogan project.

A budget adjustment is necessary to re-allocate funds between the CON and CA in this project to align with the E-76 approved by CalTrans on 8/23/2023. #1..
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Appro
ved by
CM,
BM or
DD Fund Fund Name Cost Ctr/Project Name Account Name
Rev/Exp/TI/
TO
Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-014 BM 3300 Measure L - Capital Projects 101246 - Briggsmore-McHenry to Oakdale City Construction Forces Exp $ - 10,000 $ $ 10,000 Total Changes for Fund 3300 $ 423,906 $ - $ 423,906
AT-026 CM 4210 Wastewater Fund 101523 - River Trunk
Emergency Repair
Appr C - Construction
Administration Exp $ - 50,000 $ $ 50,000
AT-026 CM 4210 Wastewater Fund 101523 - River Trunk
Emergency Repair
Appr C -
Engineering/Design/Administrati
on
Exp $ - 50,000 $ $ 50,000
AT-026 CM 4210 Wastewater Fund 101523 - River Trunk
Emergency Repair Appr C - Construction Exp $ - 500,000 $ $ 500,000 AT-026 CM 4210 Wastewater Fund 101523 - River Trunk
Emergency Repair Appr C - Contingency Exp $ - 50,000 $ $ 50,000 Total Changes for Fund 4210 $ - $ 650,000 $ 650,000
A budget adjustment is necessary to establish the initial Emergency Project Budget. with the type of work this project requires. There are sufficient funds for the reallocation.
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 25, 2023
Date: August 15, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Joseph P. Lopez, City Manager
SUBJECT: Award State and Federal Advocacy Contract
CONTACT: Andrew Gonzales, Public Relations and Legislative Affairs Manager, [email protected], 209-571-5809
DESCRIPTION:

Consider an Agreement for Consultant Support with State Advocacy Services to Townsend Public Affairs, Newport Beach, CA, and Van Scoyoc and Associates, Washington, DC, for a combined total amount not to exceed $750,000 over five years and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This project supports the City’s (2020-2025) Strategic Plan Initiatives: Achieve long-term financial stability: Pursue new and alternative revenue sources.

BACKGROUND:

Local government agencies rely on the expertise of state and federal government consultants to represent their respective government agencies in Sacramento and Washington DC. This service includes legislative monitoring and analysis, state budget advocacy, monitoring grant opportunities, and advocacy. State and federal advocacy services also provide support with identifying legislation and agency policies that may affect cities and reflect how the proposed policy or legislation may supplement or hinder the progress of an existing initiative or issue. The consultants work with the legislature or corresponding offices to recommend amendments to policies that reflect the City’s interests and priorities.

The City currently has an agreement with Townsend Public Affairs for state advocacy services and with Van Scoyoc and Associates for federal advocacy services. The current contracts with Townsend Public Affairs and Van Scoyoc Associates were executed on April 28, 2020, for 2 years with an optional 1-year extension. Those extensions were executed in April of 2022. #2..
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Finance Committee, September 25, 2023
Award State and Federal Advocacy Contract

Page 2 of 4 ends

On January 24, 2023, the council approved a First Amendment, Resolution No. 2023-31 increasing the agreement amount with Townsend Public Affairs, for state advocacy services by $35,000 from $180,000 to a new total amount of $215,000, and Van Scoyoc Associates for federal advocacy services by $52,500 from $270,000 to $322,500 and extending the term of the agreements from April 28, 2023, to November 28, 2023.

Since April 28, 2020, Townsend Public Affairs and Van Scoyoc can be directly credited with helping the City obtain over $12 million in state and federal earmarks.

DISCUSSION:

On August 29, 2022, the City Manager authorized the Purchasing Manager to solicit the procurement for consultants to perform state and/or federal advocacy services on behalf of the City. On December 21, 2022, the Purchasing Division issued Request for Proposal (RFP) No. 2223-08 for the federal/state legislative advocacy services on the City’s PlanetBids public bidding website under various commodity codes1. Prospective bidders were notified online and via email of the bid opportunity. Nineteen (19) companies downloaded the RFP document from PlanetBids. On February 7, 2023, proposals were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Three (3) companies chose to respond, there were zero (0) local proposals received.

An evaluation committee comprised of six (6) City staff members which included the Director of Finance, the Director of Utilities, the Assistant Police Chief, the Management Analyst, the Infrastructure Financing Program Supervisor, the Parks, Planning & Development Manager, and Councilmember Eric Alvarez was chosen to observe the RFP process. The evaluation was based on technical experience, consultant’s program, legislative strategy, references, and price.

Based on being ranked highest in total evaluation criteria, the evaluation committee recommends the award of the proposal for the federal/state legislative advocacy services to Townsend Public Affairs, Newport Beach, CA, and Van Scoyoc and Associates, Washington, DC.

The scope of work will primarily include support for the City by securing additional funding and favorable legislation. Interdepartmental staff will meet with the consultants on a monthly basis, and as issues arise to help ensure that staff is aware and can provide policy direction regarding support or opposition. The consultants will also provide support with the following:
 Identifying funding opportunities and providing support to the city in securing these funds;
 Providing support with creating a comprehensive legislative strategy that is designed to help city departments leverage support from the State and Federal governments;  Providing a detailed analysis of government activity on issues that affect the City, and offer recommendations for the City; and
 Arranging meetings and advising staff and council through meetings with key legislators and government departments to help position the City for funding opportunities, 1 91800- Consulting Services, 91806- Administrative Consulting, 91849 – Finance/Economics Consulting, 91858- Governmental Consulting, 91874- Legal Consulting, 91875- Management Consulting, 91876- Marketing Consulting, 96100- Miscellaneous Services, No. 1 (Not otherwise Classified), 96200- Miscellaneous Services, No. 3 (Not otherwise Classified).
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Finance Committee, September 25, 2023
Award State and Federal Advocacy Contract

Page 3 of 4 ends

favorable legislation, or support with defeating unfavorable legislation.

Modesto Municipal Section 8-3.203 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 the federal/state legislative advocacy services to Townsend Public Affairs, Newport Beach, CA, and Van Scoyoc and Associates, Washington, DC.

FISCAL IMPACT:

The annual combined cost of $150,000 will be absorbed within the General Fund, Water Fund, and Surface Transportation Funds. Funds shall be budgeted accordingly, and the following accounts shall be charged for the associated activity related to the accounts:

Fund Name Distribution Amount
General Fund $104,899
Surface Transportation Fund $9,109
Water Fund $35,992
Total All Funds Budget $150,000
RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Motion recommending the Award of Proposals and Agreement for Consultant Support with State Advocacy Services to Townsend Public Affairs, Newport Beach, CA, for a two (2) year Agreement with three (3) one-year extension options, for an annual estimated amount of $60,000 and a total amount not to exceed $300,000 over five years, and approving the Award of Proposals and Agreement for Consultant Support with Federal Advocacy Services to Van Scoyoc and Associates, Washington, DC for a two (2) year Agreement with three (3) one-year extension options, for an annual estimated amount of $90,000 and for a total amount not to exceed $450,000 over five years; and forwarding to Council for approval.

Approved by:

Andrew Gonzalez, Public Relations and Legislative
Affairs Manager
Joseph P. Lopez, City Manager
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Finance Committee, September 25, 2023
Award State and Federal Advocacy Contract

Page 4 of 4 ends

Attachments:

1. Agreement_FINAL_2023-09-05-Townsend

2. Exhibit A – Townsend RFP and Proposal

3. Agreement – Van Scoyoc

4. Exhibit A – Van Scoyoc RFP and Proposal

5. Scoring Abstract
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1 STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS 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 referred to as "City", and Townsend Public Affairs, a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that it requires support with advocacy services at the state level. . B. Consultant represents that it is qualified, willing and able to provide the services.

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

1. SCOPE OF SERVICES.

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

2. TERM OF AGREEMENT.

The term of the AGREEMENT shall be for a period of two years, with three (3) one-year extension options at the sole discretion of CITY, for a total of up to five years.

Year 1: November 29, 2023 through November 28, 2024
Year 2: November 29, 2024 through November 28, 2025
Year 3: November 29, 2025 through November 28, 2026
Year 4: November 29, 2026 through November 28, 2027
Year 5: November 29, 2027 through November 28, 2028
Pricing shall remain firm for the first two years of the AGREEMENT. #2..
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2 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.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed $300,000 (estimated at $60,000 annually) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.

4. OBLIGATIONS OF CONSULTANT.

Throughout the term of this Agreement, Consultant shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Casey Elliott will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that one-hundred percent (100%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

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

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

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

7. NEWS AND INFORMATION RELEASE.

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

8. CONFLICT OF INTEREST.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the Consultant in the performance of this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant understands that, #2..
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4 if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City of Consultant to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.

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

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Except as City may specify in writing, Consultant has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine and control the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the #2..
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5 Consultant in fulfillment of this Agreement. Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

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

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

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

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned, other than noted in Exhibit ‘A’, without the express prior written consent of the City in each and every instance.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement.

Consultant shall furnish a warranty of such right to use to City at the request of City.

13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon delivery provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains confirmation of delivery; or (c) certified pail, return receipt requested, if delivery is confirmed by a return receipt; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such #2..
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6 notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: Casey Elliott
Address: 925 L Street #1404
Sacramento, CA
Phone: (916)447-4086
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Andrew Gonzales
Phone: (209)571-5809
Email: [email protected]

14. INSURANCE REQUIREMENTS.

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

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled. #2..
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7 (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.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided.

Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of #2..
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8 subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

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

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

15. TERMINATION OF AGREEMENT.

Termination 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 non-performance.

Within 10 days after receipt of notification, the breaching party shall correct any non-performance 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
City may cancel this Agreement at any time, with or without cause, upon written notification to Consultant.
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9 Post-Termination Procedure
Upon receipt of a written notice of termination, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated;
c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City; f. Complete performance of such part of the Project 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 Project and/or property related to the Project; h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project.
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10 refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

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

16. INDEMNITY.

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

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

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees #2..
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11 Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

17. DISPUTE RESOLUTION.

Venue for 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 in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

18. 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.

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. 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.

20. PARTIAL INVALIDITY.

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

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

22. AUDIT.

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

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

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

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

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement 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 has caused this agreement to be duly executed.
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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 1 Proposal for
Federal/State Legislative Advocacy
Services
RFP NO. 2223-08
February 7, 2023

EXHIBIT A
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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 1

TABLE OF CONTENTS
Table of Contents....................................................................................................................................... 1 Cover Letter .................................................................................................................................. 2 Form A: RFP Acknowledgement................................................................................................... 3 Form B: Proposer Company Information ...................................................................................... 6 Form C: Pricing Schedule ............................................................................................................. 6 Form D: Proposer Exceptions, Clarifications, Amendments .......................................................10 Form E: Proposer Customer References....................................................................................11 Form F: Financial Interest Disclosure .........................................................................................13 Form G: Proper Company History Statement .............................................................................15 Form H: Proposer Financial Statements.....................................................................................19 Form I: Addenda Acknowledgement...........................................................................................20 Form J: Proposer Warranty Statements .....................................................................................21 Form K: Proposer Experience and Certifications........................................................................22 Form L: Subcontractor List..........................................................................................................49

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 2 February 7, 2023
Dianne Love, Senior Buyer
City of Modesto
1010 10th Street
Modesto, CA 95353
Dear Ms. Love:

Thank you for the opportunity for Townsend Public Affairs, Inc. (“TPA”) to submit our proposal for Federal/State Legislative Advocacy Services to the City of Modesto (“City”).

Since its inception in 1998, TPA has earned the reputation as Champions for Better Communities by providing the experience, resources, and relationships expected from a premier legislative advocacy and grant writing firm while also giving clients the unique brand of customer service they deserve: personal attention, maximum accessibility, and passion for their mission.

Our strategic approach to advocacy and funding is tailored to meet the individual needs of each client by leveraging the breadth and depth of our team as well as our vast network of relationships with key stakeholders and decision makers.

Utilizing this method on behalf of our clients, TPA has shepherded over 100 legislative and regulatory proposals into law, and secured over $2.6 billion in grants from state, federal, and local government agencies as well as nonprofit foundations and private companies.

Please contact us if you have any questions or need additional information. TPA has been honored to represent the City of Modesto as its state advocate since April 2020. We appreciate the opportunity to continue to serve the City, with the option to service Modesto in an expanded capacity.

Thank you again for your interest in our firm and your consideration of this proposal.

Yours truly,

Christopher Townsend
President

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 3 FORM A: RFP ACKNOWLEDGEMENT

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 4 FORM A: RFP ACKNOWLEDGEMENT

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 5 FORM A: RFP ACKNOWLEDGEMENT

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 6 FORM B: PROPOSER COMPANY INFORMATION

NOT APPLICABLE
137027616

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 7 FORM B: PROPOSER COMPANY INFORMATION

NOT APPLICABLE

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 8 FORM C: PRICING SCHEDULE
Since the beginning of Townsend Public Affairs’ contract with the City of Modesto, the City and Firm have entered into an agreement of $5,000 monthly for State Advocacy Services. Townsend Public Affairs proposes maintaining this contract amount for $5,000 for State Advocacy Services, with an additional $5,000 for Federal Advocacy Services, bringing the total billable monthly amount to $10,000 for a full-service scope. Should the City wish to choose Townsend Public Affairs for only one of the services requested, the Firm will honor the standalone monthly fees outlined below.

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 9 FORM C: PRICING SCHEDULE

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 10 FORM D: PROPOSER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 11 FORM E: PROPOSER CUSTOMER REFERENCES
REFERENCE 1

COMPANY NAME CITY OF LAFAYETTE
ADDRESS 3675 MOUNT DIABLO BOULEVARD, #210
CITY, STATE, ZIP CODE LAFAYETTE, CA 94549

CONTACT PERSON NIROOP SRIVATSA, CITY MANAGER
EMAIL ADDRESS [email protected]
TELEPHONE NUMBER 925-284-1968

TYPE OF BUSINESS OR

GOVERNMENTAL AGENCY CITY
DATE RANGE OF SERVICES APRIL 2019 - PRESENT
ANNUAL CONTRACT VALUE $90,000/YEAR
REFERENCE 2

COMPANY NAME CITY OF SANTA CLARA
ADDRESS 1500 WARBURTON AVENUE
CITY, STATE, ZIP CODE SANTA CLARA, CA 95050

CONTACT PERSON CHRISTINE JUNG, ASSISTANT TO THE EXECUTIVE

DIRECTOR
EMAIL ADDRESS [email protected]
TELEPHONE NUMBER 408-615-2218

TYPE OF BUSINESS OR

GOVERNMENTAL AGENCY CITY
DATE RANGE OF SERVICES FEBRUARY 2020 - PRESENT
ANNUAL CONTRACT VALUE $90,000/YEAR
REFERENCE 3

COMPANY NAME CITY OF TEMECULA
ADDRESS 41000 MAIN STREET
CITY, STATE, ZIP CODE TEMECULA, CA 92590

CONTACT PERSON RANDI JOHL, DIRECTOR OF LEGISLATIVE AFFAIRS EMAIL ADDRESS [email protected]
TELEPHONE NUMBER 951-694-6444

TYPE OF BUSINESS OR

GOVERNMENTAL AGENCY CITY
DATE RANGE OF SERVICES DECEMBER 2019 - PRESENT
ANNUAL CONTRACT VALUE $72,000/YEAR

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 12 FORM E
REFERENCE 4

COMPANY NAME CITY OF BUENA PARK
ADDRESS 6650 BEACH BOULEVARD
CITY, STATE, ZIP CODE BUENA PARK, CA 90621

CONTACT PERSON AARON FRANCE, CITY MANAGER
EMAIL ADDRESS [email protected]
TELEPHONE NUMBER 714-562-3554

TYPE OF BUSINESS OR

GOVERNMENTAL AGENCY CITY
DATE RANGE OF SERVICES JULY 2009 - PRESENT
ANNUAL CONTRACT VALUE $96,900/YEAR
REFERENCE 5

COMPANY NAME TRI-VALLEY CITIES COALITION
ADDRESS 123 MAIN STREET
CITY, STATE, ZIP CODE PLEASANTON, CA 94566

CONTACT PERSON BECKY HOPKINS, ASSISTANT TO THE CITY

MANAGER, CITY OF PLEASANTON
EMAIL ADDRESS [email protected]
TELEPHONE NUMBER 925-931-5009

TYPE OF BUSINESS OR

GOVERNMENTAL AGENCY CITY
DATE RANGE OF SERVICES OCTOBER 2017 - PRESENT
ANNUAL CONTRACT VALUE $150,000/YEAR

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 13 FORM F: FINANCIAL INTEREST DISCLOSURE

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 14 FORM F: FINANCIAL INTEREST DISCLOSURE

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 15 FORM G: PROPOSER COMPANY HISTORY STATEMENT

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 16 FORM G: PROPOSER COMPANY HISTORY STATEMENT

COMPANY HISTORY STATEMENT
TPA has raised the bar amongst advocacy firms with a California focus. TPA has four offices strategically located across the state, as well as an office in Washington, DC steps from the Capitol. Our active presence in Sacramento and Washington, DC, positions TPA perfectly to achieve results which other firms simply cannot. Since its founding in 1998, TPA has provided customized legislative and funding advocacy for 250 public agencies throughout the State of California. As the City’s incumbent state advocacy firm, TPA has helped secure over $5 million in direct funding, advocated for the allocation of additional resources to the City, as well as advanced the City’s priority policy positions. The menu of services TPA provides for cities of all sizes includes, but is not limited to, state and federal legislative advocacy, funding advocacy, regulatory assistance, and policy consultation. TPA’s proven advocacy methods have generated significant legislative and funding victories on behalf of our clients.

TPA brings a customized and focused customer service from senior project managers based in Sacramento and Washington, DC, led by dedicated state and federal advocates located just steps away from key decision makers, and active participation by the Founder and President of TPA to develop strategy, engage top-level relationships, and ensure high-quality customer service. TPA’s team of 15 registered state and federal lobbyists are adept at executing client visions and the City will have the ability to employ the entire team’s experience, expertise, and policy knowledge in order to execute its legislative agenda. TPA understands that the City’s economic development, housing, environment, transportation and infrastructure, public safety, and healthcare goals are paramount to its community and therefore, require the implementation of innovative, effective, and consistent advocacy strategies to achieve.

TPA has enjoyed tremendous success including, but not limited to:

Relationships: TPA has cultivated and maintains an extensive network of powerful and longstanding relationships which will be leveraged to meet the City’s needs. With extensive experience in California politics, the TPA team has the know-how to strategically support and advise the City on policy strategy and funding advocacy, as well as the ability to execute the strategies to achieve results. On the State legislative front, TPA maintains longstanding relationships with Legislative leaders, Budget Chairs, and the Governor’s office, including members of the City’s legislative delegation. This also extends to State Agency leaders and staff – many of which are in the process of handling and disseminating competitive grant dollars from the massive spending packages enacted at both the State and Federal levels.

• Additionally, TPA works directly with top executives in the President’s Administration, Senators Feinstein and Padilla, as well as California’s Congressional Delegation, including Representative Eshoo. Additionally, TPA works with members of key Congressional Committees including Senate and House Appropriations Committees, House Natural Resources Committee, House Transportation and Infrastructure Committee, Senate Banking, Housing, and Urban Affairs Committee, Senate Environment and Public Works Committee, and their respective staff.

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 17 FORM G: PROPOSER COMPANY HISTORY STATEMENT
• Legislation: Through years of hard work and a focus on customer service, TPA has built a strong reputation in Sacramento and Washington, DC as effective legislative advocates on behalf of local public agencies and nonprofit organizations. TPA works hand-in-hand with clients to develop and promote new legislative proposals that advance priorities and solve issues facing clients. TPA will monitor, analyze and prioritize legislation, as well as develop a legislative strategy that is specifically tailored to the City and its members. TPA has been successful with shepherding dozens of client-sponsored pieces of legislation into law under different administrations including: Presidents Clinton, Bush, Obama, Trump, and Biden, as well as with the Gubernatorial Administrations including Gray, Schwarzenegger, Brown, and Newsom. Additionally, TPA protects clients against harmful legislation by working to defeat bills or crafting solutions to fix errant proposals.
• Funding: Since 1998, TPA has secured over $2.6 billion in public funding for client projects in the areas of water and wastewater, transportation, housing and development, parks and recreation, public safety, education, and cultural resources. TPA works with its clients through every step of the funding process, starting as early as the creation of relevant funding opportunities through legislative, budget and bond proposals. TPA then works to influence any legislative and regulatory processes in place to distribute and award funds. In partnership with clients, TPA assists with the development of grant applications and shepherds them through the agency review process, advocating aggressively to get applications funded.
• Attention to Detail: The TPA team works with clients to craft and execute an agenda focused on implementing legislative and funding solutions for legacy projects at all levels of government. The firm is made up of team members with their own areas of expertise, who will collaborate and work together to achieve ultimate results. This means the City will have a dedicated Project Manager, as well as the benefit of having a variety of subject experts at its disposal who are at the top of their field to tackle projects and issues of the City. As an extension of your staff, TPA will organize advocacy trips to Washington, DC and Sacramento to engage first-hand on priority issues. These efforts, combined with tactical and consistent follow-up, would undoubtedly lead to the notable achievements for the City. TPA’s Washington, DC, office is strategically located on Capitol Hill, within a short walk to the House and Senate Office Buildings. Additionally, TPA’s Sacramento office is located just steps away from the State Capitol Building. TPA advocates work hard to ensure client advocacy trips are seamless – from arrival to departure.

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 18 FORM G: PROPOSER COMPANY HISTORY STATEMENT

FIRM OVERVIEW
TPA is a state and federal legislative advocacy and grant writing firm that provides lobbying and funding services to public agencies and nonprofit organizations throughout California. • Founder/Owner/President: Christopher Townsend
• Advocacy Success: Shepherded over 100 client-sponsored legislative proposals into law • Funding Success: Over $2.6 billion in state, federal, and local government grants as well as grants from nonprofit organizations and private companies • Longevity: 25 years (founded in 1998)
• Number of Employees: 18
• Number of Registered State and Federal Lobbyists and Grant Writers: 15 • Number of Offices: Five
o TPA State Capitol Office, Sacramento
o TPA Federal Office, Washington, DC
o TPA Northern California Office, Oakland
o TPA Central California Office, Fresno
o TPA Southern California Office, Newport Beach
• Types of Clients:
o City Governments
o County Governments
o Water and Sanitation Districts
o Transportation Districts
o K-12 School Districts
o Community College Districts
o Parks and Recreation Districts
o Fire Protection Districts
o Museums, Science Centers, and Cultural Facilities
• Areas of Specialization:
o Local Governance (Cities, Counties, Special Districts) o Transportation Policy and Infrastructure
o Water and Sanitation Policy and Infrastructure
o Education Policy and Infrastructure
o Housing and Economic Development
o Parks and Community Facilities (Recreational, Cultural, Historical) o Energy, Environment, and Natural Resources
o Public Safety
o Budget and Finance
• Ranking by Revenue Reported to the California Secretary of State:
o 6th of 486 Firms Registered for 2021-22 Legislative Session o 99th Percentile
• More California public agencies have retained TPA to represent them in Washington, DC than any other advocacy firm.

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 19 FORM H: PROPOSER FINANCIAL STATEMENTS

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 20 FORM I: ADDENDA ACKNOWLEDGEMENT

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 21 FORM J: PROPOSER WARRANTY STATEMENTS

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 22 FORM K: PROPOSER EXPERIENCE AND QUALIFICATIONS

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 23 FORM K: PROPOSER EXPERIENCE AND QUALIFICATIONS

PROPOSER EXPERIENCE
TPA is a state and federal legislative advocacy and grant writing firm that provides lobbying and funding services to public agencies and nonprofit organizations throughout California. As the incumbent state lobbyist for the City of Modesto, TPA has been successful in:
• Advancing and securing state budget earmark requests and competitive grant funding: These achievements were made possible through continuous advocacy with the City’s legislative delegation, state budget committee leadership, and agency relationships. These funding successes highlight the numerous avenues TPA advocates use to secure funding for clients. This includes the successful inclusion of a $5 million state budget earmark in the 2021 budget for county island infrastructure. TPA also advocated for additional funding to the City in response to the COVID-19 pandemic. • Elevating the City’s profile in Sacramento: through consistent legislative engagement on behalf of the City’s priority issues, including testifying before legislative policy committees, meeting with Legislative Leaders to discuss the City’s priorities, submitting written testimony expressing legislative positions and funding needs, and maintaining an overall presence in the state Capitol sphere. Throughout the course of TPA’s service to Modesto’s state advocacy agenda, TPA has engaged with over 50 pieces of legislation that would impact the City and its values.
• Providing strategic legislative consulting services: This has resulted in a robust legislative platform and tailoring of bill engagement. The state Legislature has been receptive to the City’s legislative strategy, resulting in many positive bill amendments. • Strategic Communication and Assistance: Throughout the course of the COVID-19 pandemic, TPA advocates worked closely alongside City staff to ensure that the City received the maximum level of COVID-19 federal and state funding, as well as shared information on numerous programs intended to aid those impacted by COVID-19. These actions included daily updates on the status of the pandemic, its impact on intergovernmental response systems, and avenues to secure direct relief.

In addition to State lobbying services, TPA advocates specialize in federal lobbying services and grant consulting services.

Federal Advocacy Services: TPA brings a customized and focused customer service from senior project managers based in Washington, DC, led by dedicated federal advocates located just steps away from the nation’s Capital building, and active participation by the Founder and President of TPA to develop strategy, engage top-level relationships, and personally ensure highquality customer service. TPA federal advocates are adept at executing client visions at the federal level. These services include:
• On the ground advocacy in Washington, DC: This takes the form of daily outreach to contacts on Capitol Hill and the Administration as well as advocacy visits to relevant policymakers in Washington, DC.
• Federal Appropriations Requests: TPA understands how to work with clients to identify competitive projects for consideration by federal elected leaders. TPA advocates will develop and submit earmark applications on client’s behalf and will work to gather

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 24 FORM K: PROPOSER EXPERIENCE AND QUALIFICATIONS
supportive documents from relevant stakeholders to ensure applications stand out among the rest.
• Law Navigation: Recently enacted massive spending measures at the federal level contain a number of hard to navigate spending programs that may be of use to the City’s strategic funding priorities. TPA federal advocates are policy experts on all things federal legislation. As a result, the TPA federal team has provided strategic guidance to local government clients on measures such as the Bipartisan Infrastructure Law, the Build Back Better Act, the American Rescue Plan Act, and more. This ensures all clients are kept abreast of each phase of funding dissemination.

Grant Funding Services: The TPA team oversees a host of local, state, and federal grant opportunities and strategizes with the TPA project management team and clients to identify funding needs, eligible grant programs, and then work with Department officials to understand best practices to ensure grant application success. TPA grant experts diligently work to implement quality control measures on grant language and work as an extension of client to seamlessly submit applications and report on all grant activity relevant to client interests. These efforts have resulted in over $2.6 billion in successful grant achievements on behalf of the firm’s clients.

These services include:
• Constant Communication and Updates on Relevant Programs: TPA grant writing specialists utilize list-serve subscription programs, funding workshops, agency canvassing, networking with agency officials, and other networking tactics to ensure every potential funding opportunity is identified and reviewed for relevance with client projects.

TPA grant writers then work with clients to determine competitiveness and eligibility. • Grant Application Advocacy: Once a grant application is submitted, advocacy efforts continue until a final decision is reached. This support includes strategic assistance, such as letters of support from elected officials and key stakeholders, as well as other support materials to make the application as compelling and competitive as possible. TPA grant writing specialists continue to leverage relationships with relevant officials in various local, state, and federal funding agencies to ensure that client grant applications are aligned with the goals of the specific grant program and that the applications are well-crafted and wellpositioned for funding.

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 25 FORM K: PROPOSER EXPERIENCE AND QUALIFICATIONS

LEGISLATIVE ADVOCACY ACHIEVEMENTS
Policy Sector Issue Description
Local Governance
Local Control and Finance
• Public Facilities and Finance
• Public Employee Programs
• Contractual Assessment Programs
• Infrastructure Financing Opportunities
Public Employee Benefits
• PEPRA Compliance
• JPA Benefits
• Medical Benefits Vesting
Cannabis • Drafting Local and State Cannabis Regulations • Local Control
Transportation
Local Streets and Roads • State Highway Relinquishments • Local Venue Signage on State Highways
State Highway System • State Bond Funding for Highway Projects • Expansion of Toll Lanes/Toll Roads
Water and Sanitation
Water Quality
• Drinking Water Public Health Regulations
• Groundwater Pollution Liability
• Groundwater Management Plans
• Direct/Indirect Potable Reuse
Water Infrastructure
• State Bond Funding for Water Projects
• Local Reliability Projects
• Water Conservation Programs
Sanitation Infrastructure • Integrated Regional Watershed Projects • Advanced Water Treatment Facilities
Housing and
Community Development
Affordable Housing • Developing Funding for Affordable Housing • Expanding Affordable Housing Eligibility
Economic Development
• Capital Investment Incentive Program Expansion
• Enterprise Zone Program Regulations
• Military Base Re-Use Land Planning
Redevelopment
• Agency Dissolution Process
• Developing Post-RDA Funding Sources
• State Liability Reduction
Recreation and Natural
Resources
Park Facilities
• Joint-Use Projects with Schools Districts
• State Bond Funding for Local Park Projects
(Propositions 11, 68, and 84)
Greenhouse Gas Reduction • TOD Housing to Support Cap and Trade Objectives • Increase Transit Accessibility for Active Transportation Cultural and Historical
Resources Cultural Facilities • CA Cultural and Historical Endowment • CA Nature Education Facilities Program
Public Safety
Public Health
• Air Pollution Reduction Methods
• Treatment of the Remains of a Deceased
• Veteran Resources
Crime Reduction • Sex Trafficking Control
• Gun Control
Local Law Enforcement
• Increasing Local Police Presence/COPS
• Police Body Cameras
• Regional Public Safety Task Force Initiatives
Education
Community College Districts
• Veterans Resources
• Alternative Energy Job Training
• ADA Reform
K-12 School Districts • K-12 Safety Planning Programs
• Joint Use Projects with Civic Agencies
School Facilities
• Charter School Facilities Funding
• Community College Facilities Funding
• K-12 School District Facilities Funding

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Proposal for Federal/State Legislative Advocacy Services | City of Modesto Page 26 FORM K: PROPOSER EXPERIENCE AND QUALIFICATIONS

LEGISLATIVE ADVOCACY FOR MODESTO
Through harnessing the dedication of the City leadership and staff, TPA has been able to elevate the City’s profile in Sacramento through consistent engagement on legislation. In many instances, the City of Modesto served as a key source of input from the local government perspective and successfully advocated for the inclusion of substantive amendments to bills. TPA’s advocacy efforts on behalf of the City’s legislative priorities include the following:

Extensive Communication and Understanding of City Nuance: Throughout the two years of working with the City of Modesto, TPA has been able to understand the perspective of the Central Valley region at a deep and intricate level. Through constant communication and thoughtful engagement with the City, and through collaboration with small local businesses, transit operators, and other local and regional stakeholders that make-up the Modesto economy and community, TPA has developed an unparalleled understanding of, and connection to, the city of Modesto. Because of this unique understanding of the region, TPA is able to quickly identify and understand the nuances of legislation impacting the City and its individual members, particularly in the areas of homelessness, housing and land use, public safety, affordable housing, transportation, economic development, mental health, and fiscal sustainability.

An understanding of the City’s nuances is critical when reading, evaluating, and sorting through over 2,000 state bills that are introduced every year, to maximize the time and impact that the City can have on relevant legislation. TPA is then able to leverage this knowledge base, and our broad network of relationships, to create policy changes that benefit the City of Modesto. In addition to the legislative efforts, TPA has worked to keep the City updated on various funding opportunities, including opportunities within the state budget and federal appropriations processes. TPA has worked with the City to develop or pushforward budget funding proposals to support affordable housing, respond to the impacts from the coronavirus pandemic, as well as to support City specific funding requests. TPA has also provided the City with information on the unique budget earmark process, timing, and outside dynamics impacting the overall budget.

Becoming a Key Local Government Stakeholder in Legislative Negotiations: Oftentimes, bills are introduced or amended with little notice and have the potential to greatly impact local government functions. Due to the proactive engagement of TPA and constant communications with legislators and staff, TPA was able to position the City as a key local government stakeholder in numerous conversations wherein a bill would have imposed onerous restrictions or requirements on top of the existing requirements of local governments.

Throughout the last few legislative sessions, the Legislature has been keenly focused on addressing issues like the housing crisis through means that would usurp local land use discretion. An excellent example of TPA’s success in developing strong working relationships with key Legislators and becoming a key stakeholder in legislative discussions includes TPA, on behalf of the City of Modesto, being invited to partner with the Senate Pro Tem’s Office and a select group of State Senators to provide input and feedback on a number of high-profile housing bills.

In being a trusted thought-partner to the Legislature, TPA, on behalf of the City, has been able to shape a number of bills in a substantial way.

Proactive Engagement: Over the course of TPA’s partnership with the City of Modesto, there have been a number of significant legislative successes. TPA has worked closely with the City’s leadership to develop, fine tune, and implement a Legislative Framework to guide advocacy efforts. This work led the City to adopt positions and take action on a strategic, and tailored

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number of bills over the past eight years. TPA has led the advocacy efforts to work on legislation, as directed through these agreed upon City bill positions. These advocacy efforts include working with City staff to craft letters articulating the City’s positions, communicating the positions to the appropriate legislators and committees, drafting substantive bill language, testifying on behalf of the City at committee hearings, and conducting formal meetings with legislators and staff to advocate on behalf of the City’s positions. These efforts have resulted in numerous bills the City has supported becoming law, many bills that the City opposed stalling in the Legislature, and successfully amending many bills with language and suggestions provided by the City. With regard to bill amendments, TPA has been successful in securing amendments on behalf of the City to remove costly mandates on municipalities, include opt-out provisions and sunset provisions to unfavorable bills, include conditions to developments that ensure community character and quality of life is preserved, and more.

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EXAMPLES OF FEDERAL LEGISLATIVE SUCCESSES
TPA has sponsored, drafted, amended, and shepherded numerous local government proposals and priority projects into law:

Issue Area TPA Advocacy
Buy American Waivers
TPA advocacy efforts resulted in ten partial Buy America waivers for the Merced County Association of Governments. These waivers allowed five cities in Merced County to purchase ten pollutionreducing vehicles. Without the waivers, MCAG would have been prevented from using Federal dollars to make the purchases as the Federal Highway Administration’s Buy America requirement mandates that all steel and iron used in government projects be manufactured domestically. TPA coordinated a coalition of Congressional members from the San Joaquin Valley including Representatives Jim Costa, Devin Nunes, David Valadao, Tom McClintock, Jeff Denham, and Kevin McCarthy who issued
delegation letter to the Secretary of Transportation advocating for the waivers.

Bipartisan Infrastructure
Law Navigation
The recently-enacted Bipartisan Infrastructure Law presents numerous new and expanded opportunities for federal funding and engagement. During implementation of the new law, TPA has connected local government clients with the relevant policymakers at the federal agencies charged with crafting the funding mechanisms required by the law. For example, TPA has assisted numerous local government clients to connect them with
implementation staff at the U.S. Department of Commerce National Telecommunications and Information Administration (NTIA).

Through this connection, these cities have been heavily involved in the implementation process of the approximately $65 billion in broadband funding provided by the new law. NTIA staff have sought out their advice on connecting diverse communities to broadband internet. TPA clients been invited to participate in issue-specific roundtables with NTIA and the Department of Education technology office.

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Public Safety
TPA leveraged relationships with the US Department of Homeland Security and Federal Emergency Management Agency to secure additional time and keep funding in place for the City of Oakland’s Federal American Recovery and Reinvestment Act (ARRA)-
Domain Awareness Center (DAC) award of $2.9 million. The City needed more time to advance the project and through TPA efforts, an extension was secured and the City did not have to return their original funding.

TPA was heavily engaged in the Task Force on 21st Century Policing forum to represent the City of Oakland. The forum was focused on building trust within the City. This initiative was later incorporated into the COPS programmatic funding and additional DOJ funding opportunities.

TPA helped coordinate a meetings with the strategic liaison between local law enforcement and the US Department of Justice (DOJ) for the Violence Reduction efforts. This resulted in local law enforcement officials receiving federal public safety training and technical assistance.

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RECENT FEDERAL FUNDING ACHIEVEMENTS
FY 2023 FEDERAL APPROPRIATIONS EARMARKS
This table provides an overview of the appropriations earmarks that TPA secured on behalf of our clients in the Federal Appropriations legislation for FY 2023. TPA strategized with our clients to identify priority projects and transform them into appropriations requests. TPA then worked closely and diligently with Members of Congress and the U.S. Senate (and their staff), the appropriations committees, the President’s administration, and other key stakeholders to ensure our client projects were included in the final appropriations legislation.

Client Project Amount Awarded
City of Avalon Pebbly Beach Road $2,000,000
Affordable Community
Living Veteran Housing Project $1,000,000
City of Berkeley Martin Luther King Junior Youth Services Center Renovation $750,000
City of Del Mar Shoreline Access Improvement Project $750,000 Discovery Cube Los
Angeles Community Pavilion and Gardens $2,000,000
Discovery Cube Orange
County
Santiago Creek Festival Grounds Sustainability
Park $2,000,000
City of Dinuba Well 21 $1,500,000
City of Emeryville Intergenerational Affordable Housing Project on San Pablo Avenue $500,000
City of Gardena Rosecrans Community Center $1,000,000
Guadalupe Union School
District Early Childhood Education Center $2,000,000
City of Half Moon Bay Highway 1/ Frenchman Creek Intersection and Bike/Ped Improvements $2,000,000
City of Hesperia Cedar Street $2,000,000
City of Lafayette School Street Safe Routes to Schools $3,100,000 Merced County
Association of
Governments
YARTS Fleet Replacement Project $3,680,000
City of Murrieta Keller Ave Interchange $2,600,000
North Orange County
Public Safety
Collaborative
Collaborative Funding $5,000,000
City of Oakland Coliseum Place Affordable Housing Project $750,000 City of Oakland Procedural Justice/Community Police Trust $646,000

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TOTAL FEDERAL APPROPRIATIONS EARMARKS
FOR FY 2022 and FY 2023:
$119,390,451
City of Oakland Lincoln Center Resilience Hub $2,000,000 Orange County Housing
Finance Trust
Funding to Support Permanent Supportive and
Low-Income Housing $3,000,000
City of Ontario Active Seniors on the Go $439,094
City of Pleasanton PFAS Treatment and Well Rehabilitation Project $2,000,000 City of Palmdale Ave. M Grade Separation Project $2,000,000 City of Palmdale Ave. M Grade Separation Project $1,500,000 City of Parlier Police Station Rehabilitation and Improvements $875,000 Rancho Santiago
Community College
District
Workforce Development Pathways Targeting
Dislocated and At-Risk Populations $2,000,000
City of Santa Clara Fire Station Microgrid Project $500,000 City of Santa Clara Anna Drive Neighborhood Flood Protection Project $3,000,000 City of South El Monte Merced Avenue Greenway Project $3,000,000 Sunline Transit Agency Fueling Infrastructure Expansion $2,500,000 City of Tulare Water Delivery System $500,000
City of Tulare Emergency Homeless Shelter $1,500,000
Yorba Linda Water
District Green Crest Lift Station $300,000
Yosemite Community
College District
Modesto Junior College Regional Fire Training
Facility Apparatuses and Props $2,000,000
TOTAL FY 2023 FEDERAL APPROPRIATIONS EARMARKS $60,390,094

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PROFESSIONALS:

TPA uses a strategic and comprehensive approach to federal and state legislative advocacy that will be tailored to meet the specific needs of the City. In order to maximize legislative and funding success for the City, TPA’s dedicated team of 15 advocates will utilize a collaborative and strategic approach and leverage an expansive collection of relationships in the State Legislature, the Governor’s Administration, and state agencies as well as with Congressional members and staff, the Biden Administration, and various federal agencies.

The project managers, Vice President Casey Elliott and Federal Advocacy Manger Ben Goldeen, will oversee the proposed team to ensure the work for City is completed and the City’s legislative priorities and goals have the highest likelihood of success. Grants Manager Alex Gibbs, Senior Associate Joseph Melo, Associate Sammi Maciel, and Associate Carly Shelby will provide support to Casey and Ben and work directly on the City’s federal legislative platform and priority projects.

This team will work in collaboration with the rest of TPA to leverage relationships, identify key legislative opportunities, and ensure all funding opportunities are identified.

The proposed team will also be supported by an additional eight TPA advocates. TPA President Christopher Townsend will personally engage in the City’s advocacy plan to adjust internal workloads in order to ensure quality control of all deliverables. This comprehensive approach will maximize success for the City while minimizing burden on City staff. TPA is prepared to draft all legislative and funding materials. TPA will rely on City staff to provide technical project information, budget details, and project timeline information as appropriate. TPA proposes a team of seven people to perform federal and state legislative advocacy services for the City.

Christopher Townsend
President
Role: Managing Principal/Senior
Strategic Advisor
Casey Elliott
Vice President
Role: Project CoManager/Legislative Advocate
Ben Goldeen
Federal Advocacy Manager
Role: Project CoManager/Legislative Advocate
Alex Gibbs
Grants Manager
Role: Funding Advocate
Joseph Melo
Senior Associate
Role: Legislative Advocate
Sammi Maciel
Associate
Role: Legislative Advocate
Carly Shelby
Associate
Role: Legislative Advocate
Resumes for each member of the proposed project team can be found on the following pages.

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Christopher Townsend, President: Christopher founded TPA in 1998 and has 40 years of experience in public affairs, legislative advocacy, and grant writing. Christopher and TPA have represented over 315 clients, including 250 local public agencies, such as cities, counties, transportation agencies, water and sanitation districts, elementary and secondary school districts, community college districts, park and recreation districts, and other special districts, as well as nonprofit organizations.

Townsend Public Affairs, Inc.

President 1998-Present
Christopher provides leadership to a team of 15 advocates and grant writers while managing the development and implementation of strategies for the agendas of each client. His achievements include:
• Under Christopher’s leadership, TPA has become one of the most successful advocacy firms in California (and is continually recognized as a “top ten” firm registered with the California Secretary of State) while still providing the personalized attention and focus of a small boutique firm.
• Under Christopher’s leadership, TPA has shepherded over 100 legislative and regulatory proposals into law over a wide range of policy areas, including local governance, water and sanitation, transportation, housing and economic development, parks and natural resources, historical and cultural resources, elementary and secondary education, higher education, and public safety. The bipartisan capabilities of the firm are evidenced by legislative and funding successes over the tenure of several federal and state administrations, including: President Bill Clinton, George W. Bush, Barack Obama, Donald Trump, and Governors Pete Wilson, Gray Davis, Arnold Schwarzenegger, Jerry Brown, and Gavin Newsom.
• Christopher and his team have secured over $2.6 billion in local, regional, state, and federal government grants as well as private and nonprofit grants for a multitude of legacy projects in the policy sectors of water and sanitation, transportation, education, housing and economic development, parks and natural resources, historical and cultural resources, and public safety.
• Maintains close bi-partisan relationships with several members of the California Congressional delegation, including Senators Feinstein and Padilla, and Representatives Torres, Lowenthal, Porter, Levin, Correa, Lee, Swalwell, Napolitano, Garamendi, Carbajal, DeSaulnier, Sanchez, Lieu, Harder, Calvert, Garcia, Steel, and Kim. • Christopher and TPA have participated in the development and implementation of several California bond propositions for the statewide ballot to provide capital funding for major infrastructure projects, including water and sanitation, transportation, education, housing and economic development, parks and natural resources, and historical and cultural resources, including Propositions 1, 1B, 1C, 1D, 1E, 12, 13, 14, 40, 47, 50, 55, 68 and 84.

Most recently, Christopher worked closely with the State Legislature and the Governor’s office on the drafting of SB 5 (De Leon), which authorized a $4 billion park bond that was approved on the November 2018 statewide ballot as Proposition 68.

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• In 1999, Christopher was appointed by Assembly Speaker Antonio Villaraigosa to serve on the Speaker’s Commission on State and Local Government Finance. • In 1997, Christopher was appointed by Assembly Speaker Cruz Bustamante to serve on the California Film Commission.

PepsiCo/Taco Bell Corp., Irvine, CA
Senior Director, Government & Community Affairs 1992-1998 Christopher managed and directed government and media relations, crisis management, internal communications, and marketing publicity. Christopher also managed the political action committee for state and federal political races. Additionally, Christopher managed community relations initiatives, corporate philanthropy, and the Taco Bell Foundation.

Stein-Brief Group, Inc., Dana Point, CA
Vice President, Public Affairs 1982-1992
Christopher directed government, community, and media relations at the level, state, and federal levels, including the management of all political, civic, charitable, and cultural activities.

Christopher provided land-use planning and entitlement process analysis for domestic and international projects. Christopher also managed activities with numerous state and federal agencies to ensure compliance with all applicable laws and regulations governing land use.

Finally, Christopher created and directed a political action committee that supported various local, state, and federal candidates and ballot initiatives.

JFK School of Government, Harvard University, Cambridge, MA Master of Public Administration 1991
Claremont McKenna College, Claremont, CA
Bachelor of Arts, Political Science, Magna cum Laude, Political Science Honors Prize 1982 Coro Fellow
Southern California 1981
Harry S Truman Scholar
California 1980

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Casey Elliott, Vice President: Casey brings 23 years of legislative and public policy experience to TPA. Casey develops and implements legislative strategies for local public agency clients throughout California.

Casey maintains relationships with key members and staff of the State Legislature, the Administration, and select state agencies. Casey has expertise in the policy sectors of municipal finance, budget, redevelopment, education, local governance, water resources, parks and recreation, and cultural resources.

Townsend Public Affairs, Inc.

Vice President 2006-Present
As Vice President, Casey oversees a team of 15 TPA lobbyists registered with the California Secretary of State. Casey provides timely expert analysis of legislative and budget proposals introduced each legislative session for their potential effect on TPA clients. Some of Casey’s accomplishments include:
• Working with the City of Oakland and the City of Santa Ana, Casey helped advance legislation and state budget requests to secure funding for California’s largest cities to help address issues surrounding homelessness. These efforts culminated in the creation of the Homeless Emergency Aid Program (HEAP). Approved as part of the 2018 state budget, HEAP provided a $500 million block grant program designed to provide direct assistance to cities and counties to address the homelessness crisis. HEAP contained a specific pot of funding for large cities, including a combined $12.3 million for Oakland and Santa Ana.

Building on the success of the HEAP program, in 2019 the State Budget created the Homeless Housing, Assistance and Prevention (HHAP) Grant Program, a $650 million grant that provides local jurisdictions with funds to support regional coordination and expand or develop local capacity to address their immediate homelessness challenges.

The HHAP program maintained dedicated funding for California’s largest cities, including a combined $28.1 million for the cities of Oakland and Santa Ana. • Casey worked closely with the City of Lafayette to establish a small business assistance program to help local businesses and non-profits lessen the economic impacts from the coronavirus. Casey was able to work with the City to promote the program, work directly with program participants to connect them with available state and federal resources, and work with businesses to secure funding. Ultimately, the small business assistance program worked with nearly 100 small businesses, which employed nearly 400 workers, and were able to secure over $1.5 million in direct funding for the businesses. • Through his work with the Department of Finance, the Legislature, and the Office of the Governor, Casey has been able to lessen the impact of RDA dissolution on TPA clients.

Specific outcomes include: having over $35 million in projects in Santa Ana, Lafayette, Brea, and Hayward recognized as enforceable obligations; facilitating accelerated transfer of former RDA assets in Buena Park to allow for new development; and the passage of legislation to allow expenditure of certain development agency bond proceeds. • Casey helped the Newhall County Water District co-sponsor SB 634 (Wilk) which established a new water district to serve as the primary water wholesaler and retailer for

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the Santa Clarita Valley. Casey coordinated efforts with the other impacted water agencies and stakeholders to develop a coalition of local support for the legislation. The legislation, which contained the enabling act for the new district as well as provisions that allowed for a modified LAFCO process, was approved by the Legislature and signed into law by Governor Brown.
• Casey helped the Rancho Santiago Community College District and Coast Community College District secure over $68 million in funding through the State Budget for three capital outlay facilities projects. Casey worked with the districts’ legislative delegation, budget committee staff, and the Community College Chancellor’s Office to advocate for the priority budget items, including having the projects recommended for funding by the Board of Governors of the California Community Colleges. The funding for these three projects will allow for the design and construction of three new buildings that will provide state of the art learning environments for community college students in Orange County.

Assemblyman Tom Umberg
Legislative Assistant 2006
Casey managed legislation for the Member, including education, workers’ compensation, and school facilities measures. Casey staffed the Member on the Assembly Education committee. He also worked closely with legislative staff, committee consultants, state agencies, and interested parties on legislation. In addition, he advised the Member and Chief of Staff on pending legislation.

Secretary of State
Legislative Coordinator 2005-2006
Casey briefed the Secretary of State and senior staff members on legislation affecting the agency.

Casey worked with Division Chiefs, senior staff members, and the Secretary of State to develop legislative positions for the agency. Casey also worked with Department of Finance, state agencies, and other interested parties on issues that affected the Secretary of State. In addition, he researched and drafted legislative proposals for the agency.

Secretary of State
Legislative Analyst 2003-2005
Casey assisted in the research and development of legislation. In addition, Casey worked closely with the State Legislature, Governor’s Office staff, committee consultants, Department of Finance, state agencies, and other interested parties on issues that affected the Secretary of State. Some of Casey’s special projects included staffing various taskforces, assisting in the development of spending plans for legislatively mandated programs, and election-night support.

Office of the Governor
Senior Legislative Assistant 2000-2003
Casey chaptered all bills that the Governor signed and he processed all vetoed measures. Casey worked closely with the Secretary of State, Chief Clerk of the Assembly, and the Secretary of the Senate throughout the bill chaptering process. Casey also supervised a staff of 10 personnel during the creation and assembly of up to 1500 bill files presented to the Governor.

University of California, Davis
Bachelor of Arts, Political Science 2000

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Ben Goldeen, Federal Advocacy Manager: Ben is a native of Modesto and brings 12 years of federal legislative, funding, and public policy experience. Ben has experience managing legislative activity, including bill analysis, research, and drafting particularly for federal funding opportunities. Ben has expertise in several policy sectors including water resources, healthcare, housing, environmental hazards, agriculture, foreign affairs, and resources for veterans.

Townsend Public Affairs, Inc.

Federal Advocacy Manager 2021-Present
Since joining TPA, Ben keeps clients informed of significant actions and pertinent developments in the federal government and strategizes on ways in which to influence and enact changes in Washington, DC that have concrete results for clients. Some of Ben’s accomplishments include:
• Through the FY 2023 federal appropriations process, Ben worked with the City of Palmdale to secure two federal earmarks totaling $3.5 million for the City’s transportation and infrastructure priorities. Ben helped develop and submit a compelling request and utilized strategic advocacy to ensure the City’s funding success. • Ben helped secure $439,094 in FY 2023 federal community project funding for the City of Ontario’s Active Seniors On the Go Program. The program will provide seniors access to recreational activities that foster health and well-being. • Ben’s nearly seven years working for members of California’s Congressional Delegation has led to an extensive network of relationships both on Capitol Hill and within federal agencies. His understanding of the regional and political dynamics of the California Congressional delegation and their interactions with other members of the House and Senate are important to successfully advocating for California-based clients. • Ben has first-hand knowledge of the current federal appropriations process, including community project funding requests. This process differs from the pre-2011 earmark process and an understanding of the need to balance transparency and politics to submit a competitive request is key. Ben has utilized his experience to successfully assist clients secure millions of dollars’ worth of earmarks.
• Ben has identified new and previously-underutilized federal grants for the benefit of TPA clients. He has leveraged his relationships with key grant officials at various federal agencies to ascertain their specific priorities and buzz words required for successful grant applications. Ben then leverages that information to help TPA federal clients develop and submit more competitive federal grant applications and then provide more effective tailored advocacy to secure funding awards.
• Ben leveraged his extensive policy knowledge and utilized key relationships in the President’s Administration and Congress to authorize over $40 million for TPA clients through the 2022 Water Resources Development Act (WRDA). The funding will help TPA clients invest in water resources and build more resilient communities. • Ben helped secure the authorization of $30 million for California Maritime Centers of Excellence through the 2022 National Defense Authorization Act (NDAA).

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US House of Representatives, Office of Rep. Jim Costa (CA-16) Legislative Director, Senior Policy Advisor, Legislative Assistant 2016-2021 As Legislative Director Ben developed and implemented a diverse legislative strategy ranging from transportation projects to health care, water resources, agriculture, nutrition and more. Ben updated and advised the Congressman on the latest happenings in Congress and the Administration in order to successfully advance priorities. Ben directly managed a portfolio of water resources, agriculture, trade, federal budgeting, and appropriations while overseeing the entire legislative program. Prior to serving as Legislative Director Ben served as Senior Policy Advisor and Legislative Assistant, demonstrating expertise in housing, veterans’ affairs, financial services, health care, foreign affairs, intelligence, defense, and labor issues.

Maryland State Senate, Prince George’s County Senate Delegation Legislative Director 2016
Ben managed the legislative priorities of the County’s Senate delegation, successfully steering to passage dozens of bills related to local matters.

US House of Representatives, Office of Rep. Dennis Cardoza (CA-18) Legislative and Press Assistant, Legislative Correspondent, Staff Assistant 2010-2013 Ben advised the Congressman on a diverse range of legislative issues. In addition Ben composed, documented, and tracked office correspondence, drafted memoranda, reports, and other informational documents for Representative Cardoza and senior staff that informed legislative positions. Ben coordinated with California government, local governments, community leaders, and industry experts to address constituent problems. Ben also received and documented messages, queries, and complaints from constituents, and categorized and assigned responses to constituent mail.

Boston College
Bachelor of Arts, Political Science and Latin American Studies 2010 University of Pennsylvania
Certificate in Community Development and Growth 2015

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Alex Gibbs, Grant Manager: Alex brings 11 years of public policy and legislative advocacy experience to TPA. Alex has four years of experience working for the State Legislature analyzing researching, writing, and shepherding bills through the legislative process. Alex has also secured significant grant funding for clients throughout California. Alex has expertise in the policy sectors of parks and recreation, local governance, public safety, transportation, cap and trade, and labor relations.

Townsend Public Affairs, Inc.

Grants Manager 2014-Present
During his tenure at TPA, Alex has been responsible for securing millions in competitive grant funds at the private, state, and federal levels for local public agency clients. In addition to his expertise on parks and recreation, transportation, and public safety, Alex has a strong network of relationships with State Legislators and key staff, as well as various state departments and agencies. Some of his accomplishments include:
• Alex worked with the City of San Leandro staff to secure $4,540,922 in grant funding from the Building Forward Library Infrastructure Program administered by the California State Library to upgrade multiple libraries throughout the City. Alex tailored the grant application’s message and narrative, as well as worked with City Staff to create a project budget and timeline that would ensure competitiveness. Alex also utilized advocacy strategies that leveraged the City’s strengths during the grant review process to ensure project success.
• Alex worked closely with the City of Oakland staff to secure $10,801,183 in grant funding from the Clean CA Local Grant Program. Alex leveraged relationships with the California Department of Transportation and the City’s legislative delegation to successfully advocate for two funded projects. This funding helped the City of Oakland conduct the Courtland Creek Restoration Project, as well as the Oakland Mini Parks Beautification Project, both of which provided significant remediation and beautification of public resources for local residents.
• Alex led a team of Kern County staff through the application process to secure $6,515,000 in grant funding from the Prop 68 Statewide Parks Program (Round 4). This funded the South Kern Lamont Park Project which provided much needed renovations to an existing park in the community of Lamont, despite grant program guidelines which provided preferences for the construction of new parks.
• Alex collaborated with state Natural Resources Agency staff to secure a $3,086,000 Urban Greening Grant for the Desert Recreation District. This funded the construction of a new park and sports complex in unincorporated Riverside County. Alex then continued to work with the District on grant administration, ensuring the client was able to see the completion of their legacy project, that had been years in the making. • Alex worked jointly with the City of South San Francisco to secure a $868,000 grant from the Active Transportation Program (ATP). Alex leveraged relationships with the California Department of Transportation and coordinated among local business stakeholders and school officials to craft a competitive grant application to the statewide ATP. This funding

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helped the City with their Linden and Spruce Avenue Traffic Calming Improvement Project to construct major traffic calming improvements to ensure bike and pedestrian safety at crucial intersections to residential and commercial neighborhoods. • Alex collaborated with state and federal Land and Water Conservation Fund staff to secure a $750,000 grant for the City of Imperial. This funded the construction of a 300 plus acre regional park and equestrian center. Alex then continued to work with the City on grant administration, ensuring the client was given the appropriate time to meet deadlines and retain their funding.
• Alex worked in concert with the City of South San Francisco to secure a $658,000 grant from the San Mateo County Transportation Authority’s Measure A Pedestrian and Bicycle Program. Alex leveraged relationships with stakeholders in the County to ensure that the City received the funding needed for their Sunshine Gardens Project, including major traffic-calming improvements on streets frequented by students walking and riding bicycles.
• Alex worked closely with City of Novato staff to secure a $220,500 grant from the Food Waste Recovery program at CalRecycle. This funded a local food waste recovery effort in Marin County that allowed the City of Novato to partner with local non-profits and ensure that good food, that otherwise would go to waste, reached food banks and vulnerable residents.
• Alex has developed broad expertise with respect to public safety policy and funding. In conjunction with local stakeholders, Alex has worked successfully on a variety of public safety issues that affect local public agencies in California, including the fight against the trafficking and exploitation of minors, as well as the protection of local control regarding the manufacturing of medicinal cannabis products.

California State Senate
Legislative Aide 2012-2014
Alex worked as a member of the Eighth Senate District’s legislative team representing San Francisco and San Mateo Counties. Alex’s primary responsibilities included monitoring, reviewing, and making recommendations on legislation passing through the Senator’s committee’s as well as bills of interest to the District. Alex annually carried a bill package through the legislative process and assisted with problem bills that required more support. Alex consistently had one of the highest numbers of bills signed into law of any senate staffer.

University of San Francisco, CA
Bachelor of Arts, Politics 2011

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Joseph Melo, Senior Associate: Joseph brings eight years of federal legislative, funding, and public policy experience. Joseph has extensive experience managing legislative and funding activity, including bill analysis, research, and drafting, particularly for federal funding opportunities. Joseph has expertise in several policy areas including energy and commerce, technology, education, housing, foreign affairs, and local government governance.

Townsend Public Affairs, Inc.

Senior Associate 2023-Present
As a Senior Associate, Joseph is skilled in leveraging his extensive policy knowledge and relationships at both the state and federal levels to advocate for TPA clients and ensure legislative and funding success. Some of Joseph’s experience includes:
• Joseph’s six years of experience working for two California Congressional Representatives has led to an extensive network of relationships both on Capitol Hill and within federal agencies. His understanding of the regional and political dynamics of the California Congressional delegation and their interactions with other members of the Senate and House are important to successfully advocating for California-based clients. • Joseph has extensive knowledge and understanding of the current federal appropriations process and has experience in successfully securing millions of dollars’ worth of earmarks for California projects. While serving as Policy Advisor to Congressman McNerney, Joseph assisted in securing $27 million in community project funding for 15 community projects in Contra Costa and San Joaquin counties, greatly benefiting local California communities.

Office of Congressman Jerry McNerney (CA-09)
Policy Advisor, Legislative Assistant, Legislative Correspondent, Intern 2019-2023 As Policy Advisor, Joseph led the Congressman’s legislative portfolio on issues under the jurisdiction of the Energy & Commerce Committee (Subcommittees on Energy, Communications & Technology, and Consumer Protection & Commerce) and the Science, Space & Technology Committee (Subcommittee on Energy). Additionally, he assisted in staffing, advising, and preparing the Congressman’s questions and talking points for committee hearings and markups.

Joseph co-led the Congressman’s appropriations process and initially helped to secure more than $27 million for fifteen community projects located in California’s Contra Costa County and San Joaquin County, as well as managed the Congressman’s caucus work as co-chair of the Artificial Intelligence Caucus and Wi-Fi Caucus. Prior to serving as the Congressman’s Policy Advisor, Joseph served as Legislative Assistant, Legislative Correspondent/Staff Assistant, and Intern, demonstrating expertise in a wide range of policy areas, including energy and commerce, technology, education, housing, foreign affairs, and local governance.

Save the Children Action Network
Public Policy and Advocacy Intern 2018
Joseph supported bipartisan federal, state, and local government relations efforts through research on elected officials, congressional candidates, and legislation. Wrote memorandum on education programs and policies. Additionally, he drafted policy documents advocating for specific legislation and institutions relating to early childhood education.

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Oracle Corporation
Enterprise Account Manager 2015-2017
While at Oracle, Joseph progressed from Business Development Consultant into Account Manager role in under two years. As Enterprise Account Manager, Joseph supported Fortune 100 companies and associated subsidiaries in initiating, developing, and closing sales cycles with Oracle’s cloud portfolio, as well as led meetings and managed relationships with Executive leadership.

Office of Congresswoman Nancy Pelosi (CA-12)
District Intern 2014
Joseph assisted in casework and advocated for constituents by calling, emailing, and helping draft letters to federal agencies. Additionally, he worked alongside congressional aides to research and complete policy-focused projects.

University of California, Berkeley
Bachelor of Arts, Political Science 2015
The Wilson Center
Foreign Policy Fellowship Program Certificate 2022

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Sammi Maciel, Associate: Sammi brings four years of federal legislative, funding, and public policy experience. Sammi has experience managing legislative activity, including bill analysis, research, and drafting particularly for federal funding opportunities. Sammi has expertise in several policy sectors including local governance, transportation, broadband, energy, and cultural resources.

Townsend Public Affairs, Inc.

Associate 2021-Present
Since joining TPA, Sammi keeps clients informed of significant actions and pertinent developments in the federal government and strategizes ways in which to influence and enact changes in Washington, DC that have concrete results for clients. Some of Sammi’s experience include:
• In FY 2023, Sammi worked with the City of Half Moon Bay to secure a $2 million earmark for the City’s Highway 1-Frenchman Creek Intersection and Bike/Pedestrian Improvement project. Sammi assisted in developing and submitting the project for consideration, as well as leveraged her extensive federal relationships to ensure success. • Sammi’s four years of experience working for two California Senators has led to an extensive network of relationships both on Capitol Hill and within federal agencies. Her understanding of the regional and political dynamics of the California Congressional delegation and their interactions with other members of the Senate and House are important to successfully advocating for California-based clients. • Sammi has first-hand knowledge of the current federal appropriations process, including community project funding requests. This process differs from the pre-2011 earmark process and an understanding of the need to balance transparency and politics to submit a competitive request is key. Sammi has utilized her experience to successfully assist clients secure millions of dollars’ worth of earmarks.
• Sammi has identified new and previously-underutilized federal grants for the benefit of TPA clients. She has leveraged her relationships with key grant officials at various federal agencies to ascertain their specific priorities and buzz words required for successful grant applications. Sammi then leverages that information to help TPA federal clients develop and submit more competitive federal grant applications and then provide more effective tailored advocacy to secure funding awards.

US Senate, Office of Senator Kamala Harris (CA)
Field Representative 2019-2021
Sammi represented a 30-county region on behalf of Senator Harris, attending events, hosting meetings, and facilitating outreach to constituents. She tracked key issues, facilitated rapid response, and built an extensive network of relationships with local elected officials and advocacy groups within her 30-county region. Additionally, Sammi drafted letters of support on behalf of her 30-county region addressed to numerous federal agencies, requesting funding for key projects in the region.

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US Senate, Office of Senator Dianne Feinstein (CA)
Legislative Intern Summer of 2017
As a legislative intern with Senator Dianne Feinstein’s office, Sammi researched and drafted memos for state field representatives regarding state legislature bills in the policy areas of transportation and water infrastructure, cannabis, and sanctuary cities.

Dominican University of California
Bachelor of Arts, Political Science 2017

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Carly Shelby, Legislative Associate: Carly brings over five years of government affairs experience to TPA. Carly has state legislative experience in areas such as water, solid waste and recycling, revenue and taxation, housing and land use, community services, pension reform, and budget. Carly has strong relationships with legislative committee staff, members of the legislature, and cities.

Townsend Public Affairs, Inc.

Legislative Associate 2021 – Present
Since joining TPA, Carly has worked diligently with clients to develop their legislative advocacy agendas in Sacramento. Some of her work includes:
• Carly has worked to build advocacy tools for clients such as legislative tracking matrices, policy issue summaries, and fact sheets. These tools allow clients to develop a successful advocacy strategy to achieve positive government actions in Sacramento. • Carly has provided expert analysis and feedback on a variety of policy issues for our clients. She has written letters and official correspondence to bring client concerns to the attention of decision makers in Sacramento while helping navigate the legislative process.

League of California Cities
Legislative and Policy Development Assistant 2017-2020
Carly was responsible for analyzing legislation and developing strategic policy positions to benefit cities throughout California. Carly also maintained stakeholder relations with various government agencies and government-proxy organizations to implement policy agendas crucial to local government clients.

Press Office of Assembly Speaker Anthony Rendon
Press Intern 2017
Carly worked for Assembly Speaker Anthony Rendon and was responsible for maintaining communications between the legislature and major news outlets as well as communicating the Speaker and Democratic Caucus’ policy agendas.

The California Building Industry Association (CBIA)
Government Affairs Intern 2016
Carly worked to implement CBIA’s policy agenda with emphasis on the issue areas of housing and land use. Carly also provided strategic campaign support on the CBIA sponsored school bond initiative.

California State University, Sacramento
Bachelor of Arts, Political Science 2021

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SCOPE OF SERVICES:

TPA will utilize the following strategic and comprehensive approach to provide federal and state legislative advocacy services to the City:
• Conduct Detailed Orientation: TPA utilizes a comprehensive onboarding process that includes extensive meetings with various relevant members of City leadership and key City departments to help develop a strategic plan that is carefully tailored to satisfy the needs of the City, as well as designed for maximum success in the current political climate and funding environment.
• Develop Legislative Strategy: Utilizing the information gathered during the onboarding process, TPA will coordinate with the City to develop an official legislative platform and strategy that represents the City’s priorities in Sacramento and Washington, DC. This blueprint will be shared with key stakeholders in the State Legislature and Governor’s Administration as well as Congress and the Biden Administration.
• Implement the Legislative Strategy: TPA will advocate for the City’s legislative agenda utilizing the following methods:
o Build and Strengthen Relevant Relationships: TPA has cultivated a network of valuable relationships that will be leveraged to promote the City’s legislative agenda. o Leverage Relationships for Strategic Advocacy Plan: TPA will engage various techniques to leverage our network of key relationships on behalf of the City:
 Schedule meetings for the City to discuss relevant legislation  Prepare all briefing materials and talking points for the City  Brief legislative offices and stakeholders on the City’s legislative agenda  Follow-up on meetings to ensure commitments and deliverables are being met o Coordinate Advocacy Trips: TPA will work with the City to coordinate advocacy trips to Sacramento and Washington, DC to meet with the City’s legislative delegation, as well as legislators that serve on committees relevant to the City’s agenda.

Furthermore, whenever possible, TPA will also schedule site visits by legislators to the City.
o Track Legislation: TPA will identify, analyze, and monitor all bill introductions and amendments relevant to the City’s legislative platform and assess their potential impact on the City.
o Craft Testimony and Position Letters: TPA will prepare and submit written and verbal testimony regarding legislation relevant to the City. TPA will also draft and deliver position letters to legislators and key officials on specific bill language. o Draft Bill Language: TPA will draft language and amendments for relevant legislation, as required to protect and promote the City’s agenda.
o State Budget Funding Opportunities: In an effort to maximize state funding, TPA will work with the City to identify projects and other funding priorities that may be

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suitable for funding through the State Budget. TPA will coordinate with the City to develop supporting materials for the budget request. TPA will also work with members of the City’s state legislative delegation, along with the Assembly and Senate Budget Committees, to gain support for the inclusion of the City’s project in the final State Budget approved by the Legislature.
o Federal Earmark Opportunities: In an effort to maximize federal funding, TPA will work with the City to identify projects and other funding priorities that may be suitable for funding through the Federal Earmark process. TPA will coordinate with the City to develop supporting materials for the earmark request. TPA will also work with members of the City’s federal legislative delegation to gain support for the inclusion of the City’s project.
o Funding Support: As appropriate, TPA will assist the City in its efforts to identify and secure grant funding through the following strategies:
 Identify and Monitor Opportunities: TPA will identify and monitor funding opportunities for relevancy to the City’s priorities and will keep the City apprised of pertinent budget and agency-related activities to ensure the City is able to quickly respond to any and all opportunities.
 Communications Support: At the request of the City Manager, TPA will review and comment on proposals, grant applications, and other communications from the City which are being prepared for federal and state agencies, the legislature, or executive branch.
 Grant Advocacy: TPA will contact agencies on the City’s behalf when City grant applications are under consideration and engage in strategic advocacy in order to ensure the most favorable consideration of such applications. • Provide Progress Reports: TPA will confer regularly with the City on our activities. TPA will provide timely electronic reports on the status of all legislative activity, such as bill language, amendments, and committee analyses. In addition to written reports, TPA will be available to the City for conference calls, in-person briefings, and meetings. • Prepare and File Lobbying Disclosure Reports: TPA will prepare and file, on behalf of the City, all applicable state and federal lobbying disclosure reports.

CERTIFICATIONS
All TPA advocates are registered with the state and federal governments to advocate on behalf of clients via legal certifications as required by state and federal law. Copies of registrations can be provided upon request.

SUBCONTRACT WORK
TPA does NOT propose using subcontractors to accomplish the scope of work outlined in the request for proposal. Pursuant to the RFP instructions, TPA has included Form L: Subcontractor List on page 49 of this proposal.

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BENEFITS TO COMBINING SERVICES WITHIN ONE FIRM
Throughout TPA’s 2+ year history in providing advocacy services to the City of Modesto, TPA has excelled at providing state legislative successes for the City. However, the City could be better positioned to explore all funding and legislative channels by concentrating services within one firm, with advocates that regularly collaborate and communicate on a daily basis.

Examples of successes utilizing this approach include communicating with State legislative leaders to provide letters of recommendation to the congressional representatives regarding the City’s federal funding requests and viewing priority policy areas and funding through an interchangeable state/grants/and federal lens.

Federal funding is often administered by State of California agencies. Having advocates that understand both the source and the implementation of funding allows for a more efficient approach to funding advocacy. TPA monitors and advocates for funding from the source to the street, utilizing teams in Modesto, Sacramento, and Washington, DC to ensure that funding is directed toward the City’s goals. Ultimately, by providing state, federal, and grant funding services to the City, TPA understands gaps and strategies to backfill missed opportunities by quickly pivoting to another channel of advocacy. If there is a missed grant opportunity, TPA utilizes its inhouse resources to communicate with state and federal representatives and their staff to articulate funding needs and find other means to achieve City goals. Concentrating advocacy services within one firm enables TPA to remain as nimble as possible.

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1 STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS 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 referred to as "City", and Van Scoyoc Associates, Inc., a Washington, DC corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that it requires support with advocacy services at the federal level. . B. Consultant represents that it is qualified, willing and able to provide the services.

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

1. SCOPE OF SERVICES.

2. TERM OF AGREEMENT.

The term of the AGREEMENT shall be for a period of two years, with three (3) one-year extension options at the sole discretion of CITY, for a total of up to five years.

Year 1: November 29, 2023 through November 28, 2024
Year 2: November 29, 2024 through November 28, 2025
Year 3: November 29, 2025 through November 28, 2026
Year 4: November 29, 2026 through November 28, 2027
Year 5: November 29, 2027 through November 28, 2028
Pricing shall remain firm for the first two years of the AGREEMENT. #2..
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2 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.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed $450,000 (estimated at $90,000 annually) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.

4. OBLIGATIONS OF CONSULTANT.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Jennifer LaTourette will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that one-hundred percent (100%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

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

7. NEWS AND INFORMATION RELEASE.

8. CONFLICT OF INTEREST.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the Consultant in the performance of this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant understands that, #2..
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4 if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

10. INDEPENDENT CONTRACTOR.

Consultant shall determine and control the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the #2..
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5 Consultant in fulfillment of this Agreement. Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

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

11. ASSIGNMENT.

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement.

Consultant shall furnish a warranty of such right to use to City at the request of City.

13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon delivery provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains confirmation of delivery; or (c) certified pail, return receipt requested, if delivery is confirmed by a return receipt; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such #2..
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6 notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: Jennifer LaTourette
Address: 800 Main Avenue, SW, Suite 800
Washington DC 20024
Phone: (202)638-1950
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Andrew Gonzales
Phone: (209)571-5809
Email: [email protected]

14. INSURANCE REQUIREMENTS.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled. #2..
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7 (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.
(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of #2..
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8 subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

15. TERMINATION OF AGREEMENT.

Termination by City for Convenience
City may cancel this Agreement at any time, with or without cause, upon written notification to Consultant.
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9 Post-Termination Procedure
Upon receipt of a written notice of termination, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated;
c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City; f. Complete performance of such part of the Project 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 Project and/or property related to the Project; h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project.
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10 refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

16. INDEMNITY.

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees #2..
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11 Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

17. DISPUTE RESOLUTION.

18. ATTORNEYS’ FEES.

19. ENTIRE AGREEMENT.

20. PARTIAL INVALIDITY.

21. WAIVER.
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12 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.

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.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

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FEDERAL/STATE LEGISLATIVE ADVOCACY SERVICES
RFP 2223-08
Committee Scoring
Evaluation Criteria (As Detailed on Committee Scoring Sheet) Possible Points
Townsend Public
Affairs
Van Scoyoc
Associates, Inc.

Elevate
Government Affairs
LLC
Technical Experience 30 27 24 21 The Score for each is the AVERAGE of all committee member's scoring.

Consultant's Program 25 24 21 19
Legislative Strategy 15 13 12 10
References 10 9 9 9
Cost - Scored by Purchasing staff 20 15 20 15
Total 100 88 86 74
Ranking (# according to score highest to lowest)
Both Only Federal Both
NOTE - To compare apples to apples, used pricing for Federal as all vendors proposed and provided pricing for this area. #2..

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 25, 2023
Date: September 4, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice Chair
Nick Bavaro, Member

THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Concrete Services Agreement
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider an Agreement for Concrete Services with United Pavement Maintenance, Hughson, CA for a total amount not to exceed $2,350,000 for a one-year Agreement and forwarding to Council for approval. (Funding Source: Measure H, Water Fund and General Fund) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The Public Works Department Curbs, Gutters and Sidewalks Division program repairs displaced or damaged concrete sidewalks, curb and gutter that have been damaged by City trees or City utilities. At this time, the division has over 5,000 outstanding work orders that are in need for the removal and replacement of sidewalk repairs. City staff can handle about 100 work orders annually and with an outside contractor we can complete up to an additional 500 work orders.

This division focuses on improving the quality of life for the citizens of the City of Modesto by improvement of our sidewalk, curbs and gutters infrastructure. Requests for removal and replacement are generally completed based on identified hazards by City staff or reports made by our local citizens.

On June 11, 2019, under Resolution No. 2019-265, Council approved an Agreement with Machado and Sons Construction Inc. Turlock, CA for as-needed concrete services for a total amount not to exceed $525,659 over the five years. On January 14, 2020, under Resolution No. 2020-021, Council approved a First Amendment with Machado and Sons Construction Inc.

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Concrete Services Agreement

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$675,659. This increase was primarily needed to address the concrete services needed for the Traffic Division for the High Voltage Street Light Conversion Project. Unfortunately, City staff have had delay in responses with Machado and Sons being able to perform new concrete services and Machado and Sons have voiced concerns with the current price schedule under this agreement. Based on these concerns, City staff and Machado and Sons mutually agreed to terminate this agreement as of July 18, 2023.

DISCUSSION:

With the approval of the Fiscal Year 2023-24 Measure H spending plan, the Council approved $1.8 million for the City to obtain an outside contractor for sidewalk repairs.

On July 10, 2023, the City Manager authorized the Purchasing Manager to solicit the procurement for concrete services. City staff explored the option of utilizing the City of Stockton bidding process conducted on May 19, 2022, for a Sidewalk Replacement Project. This bidding event received four bid responses with United Pavement Maintenance being the lowest responsible and responsive bid. This bid defined specific sidewalk repair projects which have all been completed and at this time the services under this agreement have been completed. With the agreement not being active, City staff cannot utilize the City of Stockton bidding event, but this bid demonstrates with a neighboring city this vendor was the lowest priced vendor for this type of services.

To avoid any delay with the Measure H spending plan for sidewalk repair, City staff is recommending to enter into a one-year agreement for concrete services with United Pavement Maintenance to allow the Purchasing Division time to conduct a formal bid process. There is an immediate need to obtain a concrete services agreement to address the Measure H spending plan associated with the sidewalk repairs and to address several citizen concerns about needed sidewalk repairs.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” This is justified based on the recent competitive bidding results conducted by City of Stockton.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year (FY) 2023-24 to cover the cost for this agreement.

The funding source for this agreement has been funded through the approval of the Fiscal Year 2023-24 Measure H spending plan for the needed sidewalk concrete repairs in the amount of $1,800,000 being managed by the Public Works Streets Division. In addition, the Water Fund and Parks, Recreation and Neighborhood are requesting an additional $550,000 to address concrete services for their maintenance projects. The spending history under the prior as-needed concrete repairs agreement are provided below.
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Finance Committee, September 25, 2023
Concrete Services Agreement

Page 3 of 3 ends

Period Amount
Year 1 $ 134,237
Year 2 $ 164,246
Year 3 $ 57,942
Year 4 $ 5,709
Total $ 362,134
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Agreement with United Pavement Maintenance, Hughson, CA for a one-year agreement for a total amount not to exceed $2,350,000 and forwarding to Council for approval.

Approved by:

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

1. DRAFT - Agreement

2. Exhibit C
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1 ANNUAL PURCHASE AGREEMENT #257600

FOR CONCRETE CONTRACTOR WITH

UNITED PAVEMENT MAINTENANCE OF CALIFORNIA
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 United Pavement Maintenance, a Corporation of California, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2023-______ authorizing the agreement for CONCRETE SERVICES to CONTRACTOR, and
WHEREAS, CITY and CONTRACTOR desire to enter into an agreement for CONCRETE SERVICES.

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

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform and complete the required work, and in strict accordance with the conditions of #3..
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2 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 amount not to exceed $2,350,000 for one year.

AGREEMENT PRICING

CURB GUTTER AND SIDEWALK REPLACEMENT SERVICES

CONTRACTUAL PRICE LIST
Includes all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform the required work.

Item Description Unit of Issue Unit Cost
Curb and Gutter (include demolition and saw cutting) Linear Foot

$90.00
Sidewalk, Taper and Transition Apron at 4” Square Foot

$25.00
Drive Apron (include demolition, saw cutting and 6” thick concrete flatwork) Square Foot

$28.00
Asphalt Concrete (include demolition and saw cutting) at 4” Square Foot

$13.00
Additional AC Pavement over 3’ (include demolition and saw cutting) at 4” Square Foot

$13.00
Installing Root Barrier, 12”H x 24” L
(root barrier provided by City) (no trenching required) Each

$10.00
ADA Access Ramp
(cast iron truncated dome) Each

$13,000.00
Item Description Payment of Prevailing
Wages Required
ADA Access Ramp (Labor to complete ramp):

$1,000.00
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3 Alternate Pricing
Forming, pouring, form removal and backfilling
Payment of Prevailing Wages Required
Item Description Unit of Issue Unit Price
Curb and Gutter Linear Foot
$70.00
Sidewalk, Taper and Transition
Apron Square Foot
$19.00
Drive Apron Square Foot
$22.00
Additional AC Pavement Square Foot $12.00
Parks & Recreation Price

CURB GUTTER AND SIDEWALK REPLACEMENT SERVICES

CONTRACTUAL PRICE LIST
Pricing list for parks related concrete work. All SF and LF payment calculations shall be for work located in close proximity, such as at the same address or nearby location. We would need two prices, cost for installing each item including demolition and saw cutting of the existing and another alternate price for installing these new where no demolition or saw cutting is required Item Description Unit of Issue Price A
Install and
Demo
Price B
NEW
4” sidewalk concrete with welded wire mesh – See attached detail “Concrete Sidewalk 4” with WWM”
16-99 SF (16 SF Minimum) SF $65.00 $60.00
100-499 SF SF $50.00 $45.00
500-999 SF SF $40.00 $35.00
1, 000-1,999 SF SF $30.00 $25.00
2,000 + SF SF
5” sidewalk concrete with rebar – see attached detail
“Concrete Sidewalk 5” with Rebar”
16-99 SF (16 SF Minimum) SF $70.00 $65.00
100-499 SF SF $55.00 $50.00
500-999 SF SF $45.00 $40.00
1,000 -1,999 SF SF $35.00 $30.00
2,000 + SF SF $30.00 $25.00
Concrete Playground Ramp – see attached Detail “Concrete Play Area Curb”
Per Ramp $10,100.00 $8,500.00
Concrete Playground Curb – see attached detail “Concrete Play Area Curb”
10-49 LF (10 LF Minimum) LF $410.00 $400.00
50-99 LF LF $250.00 $240.00
100 + LF LF $180.00 $170.00
Concrete Mow Band – see attached detail “Concrete
Mowband”
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4 10-49 LF (10 LF Minimum) LF $380.00 $370.00
50-99 LF LF $220.00 $210.00
100 + LF LF $180.00 $170.00
Concrete Grinding per LF for tripping hazards of ½” to 2” elevation change
10-49 LF (10 LF Minimum) LF $240.00 $240.00
50 + LF LF $180.00 $180.00
Asphalt Grinding per LF for tripping hazards of ½” to 2” elevation change
10-49 LF (10 LF Minimum) LF $200.00 $200.00
50 + LF LF $140.00 $140.00

2. PREVAILING WAGES:

In accordance with California Labor Code Section 1771, CONTRACTOR shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “C” not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services described in Exhibit “C” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code. In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit A are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made available on request. Contractor must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “C”, including those set forth in Labor Code section 1770 et. seq. and in the IFB.

DIR Project ID#: 489720

3. CITY REPRESENTATIVE:

Kim Presson, Buyer, (209) 577-5357 , [email protected] 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 #3..
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5 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.

4. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of one year.

Year 1: October 11, 2023 through October 10, 2024
Pricing as set forth in Section 1.e. above shall remain firm for the first One year of the AGREEMENT.

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 $3,000,000 for bodily injury and property damage. 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 $2,000,000 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.

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 #3..
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6 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 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
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7 P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 The agreement number
 CITY department/division name and address
 Billing period
 Service hours worked
 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 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.
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8 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);
Executed Agreement; and
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
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; #3..
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9 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.
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.
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10 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,
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.
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11 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. DIR REGISTRATION: Pursuant to Labor Code section 1771.1, CONTRACTOR may not engage in the performance of the Services set forth in Exhibit “C”, unless currently registered and qualified to perform public work pursuant to Section 1725.5 thereof. As required in Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, that during term of this AGREEMENT, CONTRACTOR shall be registered to perform public work pursuant to Section 1725.5 thereof.

17. 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 #3..
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12 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.

18. 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: United Pavement Maintenance
P.O. Box 1017
Hughson, CA 95326
Phone (209) 883-4345
Email: [email protected]
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Phone (209) 577-5375
Email: [email protected]
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

19. 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.

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

21. 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.
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13 22. 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.

23. 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 #3..
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14 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. 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. 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.

26. 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. 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 #3..
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15 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.

28. 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.

29. 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.

30. 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.

31. HEADINGS NOT CONTROLLING:

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

32. MISCELLANEOUS:

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

33. 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 #3..
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16 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.

34. 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.

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement 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.
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IFB 2324-12 CONCRETE CONTRACTOR
The Curb, Gutter, & Sidewalk Division is wanting to add a concrete contractor to assist with the overwhelming number of work orders caused by City tree damage. Currently, the City of Modesto has a backlog of 40,000 workorders for sidewalk repair. Out of the 40,000, we have 5,000 in need of replacement immediately.

Scope of Work:

The City of Modesto, Public Works Department, Streets Division, requests the furnishing of curb, gutter, sidewalk, taper, transition apron, asphalt concrete, and AC pavement replacement, including the fabrication and installation of handicap access ramps, on an “as needed” basis throughout the year, budget permitting.

The Contractor shall furnish all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform the services needed by the City of Modesto. The City of Modesto reserves the option of using City staff to perform the following work: saw cutting and remove old concrete and perform asphalt repairs. Or have Contractor do above tasks and include tree root removal, forming, pouring, form removal and backfilling on these jobs.

Work under any resulting contract shall be performed under the general technical guidance and direction of the City “Technical Liaison” (TL). The TL 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 effected only by written changes to the contract, issued by the City of Modesto.

General Specifications:

A. All work shall be constructed at locations specified by work request forms provided by the City.

B. The Contractor shall receive work requests via email. Each request shall specify the transmittal date type of work to be performed, quantity, and a calculated suspense date to complete the work (60) day calendar days. The work request shall act as the authorization to proceed with the job(s).

C. Curb, gutter, and/or sidewalk replacement shall be performed in a manner to provide the placement of the same within four (4) calendar days from the beginning of demolition. The asphalt concrete street patch shall be completed within four (4) calendar days of replacement.

Cleanup shall be completed after each operation day, i.e., demolition, forming, pouring, and paving.

D. Sawing shall be done as required at the limits of the work area where no cracks exist. The Contractor shall remove the sidewalk with care, avoid hooking large roots with the backhoe.

Contractor shall cut all roots with City approved root cutting equipment and remove all removable root debris from under sidewalk. The City of Modesto may postpone work as needed to have tree(s) removed by City tree crews where root cutting is not feasible.

E. Backfill areas immediately following the removal of forms and leave worksite clean. Slightly overfill next to lawn areas and carefully shape backfill to a uniform contour. The TL may delay the demolition of the next group of work requests until the work in progress is accepted. #3..
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IFB 2324-12 CONCRETE CONTRACTOR
Contractor is responsible for any damages incurred due to construction work on private property including but not limited to; sprinklers, fences, landscaping, etc.

F. The Contractor shall repave the street adjacent to the work. Where removal of pavement is required to construct the curb, pavement shall be saw cut 12” from the lip of the gutter, or as required by the TL, when cross-slope would be excessive. Excavating existing base to install 4” thick concrete sidewalk and 4” thick of compacted aggregate base. The pavement patch shall consist of asphalt concrete at a depth of 1” below/thicker than existing asphalt. Refer to City of Modesto Standard Specifications.

G. The TL shall determine when root barriers are to be installed. The barriers shall stretch 5’ on each side from the center of tree or what is specified by the City TL and will be provided by the City.

H. The Contractor shall use “Best Management Practices” according to the Storm Water Management Plan. This would require the Contractor to cover all relative/adjacent drains while construction is being performed on the curb, gutter, and sidewalk.

I. Wheelchair truncated domes meeting ADA requirements and City of Modesto specifications are required on curb replacement. The Contractor will be responsible for the purchase of the all materials.

J. Contractor is responsible for notifying USA 811 North at least 72 hours prior to start of removal work.
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IFB 2324-12 CONCRETE CONTRACTOR

CURB GUTTER AND SIDEWALK REPLACEMENT SERVICES

CONTRACTUAL PRICE LIST
All labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform the required work shall be included in bid pricing.

Item Description Unit of Issue Unit Cost
Curb and Gutter (include demolition and saw cutting) Linear Foot $90.00
Sidewalk, Taper and Transition Apron at 4” Square Foot
$25.00
Drive Apron (include demolition, saw cutting and 6” thick concrete flatwork) Square Foot
$28.00
Asphalt Concrete (include demolition and saw cutting) at 4” Square Foot $13.00
Additional AC Pavement over 3’ (include demolition and saw cutting) at 4” Square Foot
$13.00
Installing Root Barrier, 12”H x 24” L
(root barrier provided by City) (no trenching required) Each $10.00
ADA Access Ramp
(cast iron truncated dome) Each
$13,000
Item Description Payment of Prevailing Wages
Required
ADA Access Ramp (Labor to complete ramp):
$1,000
Alternate Pricing
Forming, pouring, form removal and backfilling
Payment of Prevailing Wages Required
Item Description Unit of Issue Unit Price
Curb and Gutter Linear Foot
$70.00
Sidewalk, Taper and Transition
Apron Square Foot
$19.00
Drive Apron Square Foot
$22.00
Additional AC Pavement Square Foot $12.00
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IFB 2324-12 CONCRETE CONTRACTOR
Parks & Recreation Price

CURB GUTTER AND SIDEWALK REPLACEMENT SERVICES

CONTRACTUAL PRICE LIST
Pricing list for parks related concrete work. Attached Detail for “Concrete Control Joints” applies to all concrete work in parks. All SF and LF payment calculations shall be for work located in close proximity, such as at the same address or nearby location. We would need two prices, cost for installing each item including demolition and saw cutting of the existing and another alternate price for installing these new where no demolition or saw cutting is required
Item Description Unit of Issue Price A
Install and
Demo
Price B
NEW
4” sidewalk concrete with welded wire mesh – See attached detail “Concrete Sidewalk 4” with WWM”
16-99 SF (16 SF Minimum) SF
100-499 SF SF
500-999 SF SF
1, 000-1,999 SF SF
2,000 + SF SF
5” sidewalk concrete with rebar – see attached detail
“Concrete Sidewalk 5” with Rebar”
16-99 SF (16 SF Minimum) SF
100-499 SF SF
500-999 SF SF
1,000 -1,999 SF SF
2,000 + SF SF
Concrete Playground Ramp – see attached Detail “Concrete Play Area Curb”
Per Ramp
Concrete Playground Curb – see attached detail “Concrete Play Area Curb”
10-49 LF (10 LF Minimum) LF
50-99 LF LF
100 + LF LF
Concrete Mow Band – see attached detail “Concrete
Mowband”
10-49 LF (10 LF Minimum) LF
50-99 LF LF
100 + LF LF
Concrete Grinding per LF for tripping hazards of ½” to 2” elevation change
10-49 LF (10 LF Minimum) LF
50 + LF LF
Asphalt Grinding per LF for tripping hazards of ½” to 2” elevation change
10-49 LF (10 LF Minimum) LF
50 + LF LF
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IFB 2324-12 CONCRETE CONTRACTOR
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IFB 2324-12 CONCRETE CONTRACTOR
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IFB 2324-12 CONCRETE CONTRACTOR
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IFB 2324-12 CONCRETE CONTRACTOR
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 25, 2023
Date: August 25, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice Chair
Nick Bavaro, Member

THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Investment Advisory Services Agreement
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider the Agreement for Investment Advisory Services to PFM Asset Management, LLC, San Francisco, CA, for a total amount not to exceed $1,500,000 over five years and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

These items support the City of Modesto 2020-2025 Strategic Plan Focus of Governance and Service Delivery under goal H: Achieve Financial Sustainability.

BACKGROUND:

Under Municipal Code Section 2-3.401, the Finance Department is responsible for the deposit and investment of City funds in accordance with a sound treasury management. The City of Modesto utilizes an investment services company to enhance the City’s investment portfolio of over $432 million in a fiduciary capacity with oversight by the Director of Finance. These services will guide the City to identify investment strategies to optimize the investment return in compliance with the City’s Investment Policy and state statutes. These services handle the execution of investment trades in accordance with the City’s investment policy, annual review of the City’s investment policy and ensuring we are maximizing the investment earnings from our portfolio for City’s use in budget planning.

On December 15, 2015 under Resolution 2015-492, Council approved an agreement for Investment Services with Public Financial Management Asset Management LLC for a five-year term with three (3) one-year extension option with an annual estimated cost of up to $200,000 and an amount not to exceed $1,600,000 over the eight year term period. #4..
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Investment Advisory Services Agreement

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DISCUSSION:

On July 27, 2022, the City Manager authorized the Purchasing Manager to solicit the procurement for Investment Advisory Services. On March 8, 2021, the City of Redwood City solicited a proposal for Investment Advisory Services which was advertised through the BarkerBlue Online Platform and City of Redwood City public website. On April 1, 2021, proposals were opened at City of Redwood City Hall. Three (3) proposals were received and based on the evaluation criteria outlines in the RFP, PFM Asset Management was awarded for this commodity of Investment Advisory Services. Based on the responsive and responsible proposer offering the highest rating based on firm experience, professional and qualified staff experience, portfolio management and investment philosophy, City staff recommends to award to PFM Asset Management, LLC, San Francisco, CA, for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount $300,000 and a total amount not to exceed $1,500,000 over five years The City utilizes the bidding process conducted by other government agencies when the Scope of Work meets the same specification defined by the City. Using other government agencies bidding results streamlines the procurement process by maximizing on Invitation for Bids (IFB) or Request for Proposals (RFP)’s for similar or larger size agencies that meet or exceed local requirements.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-

3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served. By utilizing the City of Redwood City bidding process, the City is complying with the requirements defined under this code for Investment Advisory Services.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year 2023-24 and will be budgeted for future years through the term of this agreement, to cover the cost for the investment advisory services. The investment earnings gain from the investment strategies utilized by PFM Asset Management covers their overall net fees and are applied against interest earnings. Below is a five-year spending history based on the current agreement.

Agreement Period Amount
Year 1 $ 155,928
Year 2 $ 187,440
Year 3 $ 179,916
Year 4 $ 210,812
Year 5 $ 237,757
Grand Total $ 971,853
The City shall pay PFM Asset Management an annual fee, in monthly installments, based on the daily net assets under management at an annual rate of 7 basis points (0.07%) on the first $100 million of assets, 5 basis points (0.05%) on assets for the next $50 million and 4 basis points (0.04%) on assets over than $150 million. Our minimum fee is $40,000 per year. The proposed #4..
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Investment Advisory Services Agreement

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fee schedule captures an overall reduction which includes a reduction of 5 basis points for the first $100 million which was previously 12 basis points under the prior agreement.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Agreement for Investment Advisory Services to PFM Asset Management, LLC, San Francisco, CA, by utilizing the Competitive Bid Process from the City of Redwood City, CA for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount $300,000 and a total amount not to exceed $1,500,000 over five years; and forwarding to Council for approval.

Approved by:

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

1. Agreement

2. Exhibit A
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1 STANDARD AGREEMENT

FOR 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 PFM ASSET MANAGEMENT LLC, a Delaware limited liability company, hereinafter referred to as “Consultant”.

This Agreement is made with regard to the following recitals:

A. The City has determined that Investment Advisory Services are needed by City to manage its investment portfolio.

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

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

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit “A” or “Project”.

2. TERM OF AGREEMENT.

The term of the Agreement shall be for a period of two (2) years, with three (3) one (1)-year extension options at the sole discretion of City, for a total of up to five (5) years (the “Term”).

Year 1: December 15, 2023 through December 14, 2024
Year 2: December 15, 2024 through December 14, 2025
Year 3: December 15, 2025 through December 14, 2026
Year 4: December 15, 2026 through December 14, 2027
Year 5: December 15, 2027 through December 14, 2028
Pricing shall remain firm for the first two (2) years of the Agreement. #4..
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2 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 Consultant in writing, ninety (90) days prior to the annual anniversary date of the Agreement to be effective for the subsequent year.

3. COMPENSATION.
(a) For services provided by the Consultant pursuant to this Agreement, City shall pay the Consultant an annual fee, in monthly installments, based on the daily net assets under management according to the schedule below:

Average Assets Under Management Fees
First $100 million 7 basis points (0.07%)
Next $50 million 5 basis points (0.05%)
Above $150 million 4 basis points (0.04%)
“Daily net assets” is defined to include the amortized value of securities, accrued interest and the market value of cash or any money market fund balance.

The minimum annual fee is $40,000, and such minimum annual fee shall be applied in equal monthly installments. For avoidance of doubt, in any month where the amount of the fee calculated under the schedule above is less than the amount of such equal monthly installment, then the amount of such equal monthly installment shall be applied. Consultant agrees to accept a sum not to exceed $1,500,000 over the course of the Term of the Agreement as full remuneration for performing all services and furnishing all staffing and materials for City in accordance with Exhibit “A”, and for performance by Consultant of all of its duties and obligation under this Agreement.
(b) The Consultant will bill City monthly for service performed under this Agreement, said bill to include a statement indicating the basis upon which the fee was calculated. City shall pay to the #4..
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3 Consultant the amount payable pursuant to this Agreement not later than on the 30th day of the month following the month during which the Consultant's statement was rendered. (c) Assets invested by the Consultant under the terms of this Agreement may from time to time be invested in a money market mutual fund or a local government investment pool managed by the Consultant or an affiliate of the Consultant (either, a “Pool”). Average daily net assets subject to the fees described in this section shall not take into account any funds invested in the Pool. Expenses of the Pool, including compensation for the Consultant or its affiliate (as applicable) and the Pool custodian, are described in the relevant prospectus or information statement and are paid from the Pool. (d) If and to the extent that City shall request the Consultant to render services other than those to be rendered by the Consultant hereunder, such additional services shall be compensated separately on terms to be agreed upon between the Consultant and City.

4. OBLIGATIONS OF CONSULTANT.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Monique Spyke, Managing Director will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that approximately thirty percent (30%) or more of the time to be devoted to the Project that is the subject of this Agreement will be that of the above-named person.
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4 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 Consultant for purposes other than this contract without the express prior written consent of City.

Title to Data
If, as a part of the Agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this Agreement will be delivered to City upon the completion or termination of services under the Agreement. Consultant is permitted to retain copies of all such data to comply with Consultant’s legal and regulatory obligations, and in connection with routine electronic archiving. 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.

All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use (except to comply with Consultant’s legal and regulatory obligations, and in connection with routine electronic archiving) by Consultant after termination of this Agreement without written consent of the City.

7. NEWS AND INFORMATION RELEASE.

8. CONFLICT OF INTEREST.
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5 Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov.

Code § 81000 et seq.), for the Consultant in the performance of this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant understands that, if this Agreement is made in violation of Government Code § 1090 et seq., the entire Agreement is void and Consultant will not be entitled to any compensation for services performed. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this Agreement if so required at the option of City.

9. AMENDMENTS.

This Agreement, including the Exhibits attached hereto, may be amended only by a writing signed by both parties. City will not be responsible to pay any charges Consultant may incur in performing services not identified in Exhibit “A” unless first authorized by the City in writing

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City (except when Consultant conducts a trade of portfolio securities on behalf of City). Except as City may specify in writing, Consultant has no authority to bind or incur any obligation on behalf of City (except when Consultant conducts a trade of portfolio securities on behalf of City). Consultant has no authority or responsibility to exercise any rights or power vested in the City. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine and control the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City #4..
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6 only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City’s control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant’s assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever (except when Consultant conducts a trade of portfolio securities on behalf of City). It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant’s personnel.

11. ASSIGNMENT.

Neither this Agreement nor any portion thereof shall be subcontracted or assigned, other than noted in Exhibit “A”, without the express prior written consent of the City in each and every instance, except if rights and obligations of Consultant are assigned to Consultant’s parent company, U.S. Bancorp Asset Management, Inc., or any other U.S. Bancorp affiliated registered investment adviser, provided, however, that City be provided seven (7) days’ prior written notice of such assignment..

12. PATENT/COPYRIGHT MATERIALS.

Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement.

Consultant shall furnish a warranty of such right to use to City at the request of City. #4..
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7 13. NOTICES.

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

FOR CONSULTANT: Name: PFM Asset Management LLC
Address: 1 California Street Ste 1000
San Francisco, CA 94111 _____
Attention: Monique Spyke, Managing Director
Phone: (415) 393-7259
Email: [email protected]
With copy to:

Name: PFM Asset Management LLC
Address: 213 Market Street
Harrisburg, PA 17101 _______
Attention: Chief Administrative Officer
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: DeAnna Christensen
Phone: (209) 577-5387
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation of the policy, notices of same shall be given to the Risk #4..
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8 Manager of the City by mail for all of the following stated insurance policies. If any such required policy does not contain a notice of cancellation provision then the obligation to notify will reside with the Consultant.

In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided thirty (30) days notice of the cancellation on the policies of insurance required hereunder (10) days notice if the policies are cancelled for nonpayment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within five (5) business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the Project remains in place and said insurance has not been cancelled.
(a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $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. This insurance shall include the following coverages: 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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9 (d) Professional Liability insurance with a minimum limit of $2,000,000 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 City has the right, but not the obligation, to suspend or terminate this Agreement. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's General Liability and Automobile Liability insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A-:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

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

For any claims related to this Project, the Consultant’s General Liability and Automobile Liability insurance coverage shall be primary insurance as respects the entity, its officers, officials, employees, #4..
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10 and volunteers. Any insurance or self-insurance maintained by the entity, its officers, officials, employees, or volunteers shall be excess of the Consultant’s insurance and shall not contribute with it.

15. TERMINATION OF AGREEMENT.

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 non-performance. Within ten (10) days after receipt of notification, the breaching party shall correct any non-performance 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
City may cancel this Agreement at any time, with or without cause, upon written notification to Consultant.

Post-Termination Procedure
Upon receipt of a written notice of termination, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Project 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 Consultant or subconsultant include lost profits for portions of the Project not completed or undertaken, including materials not delivered; #4..
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11 d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Project 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 Project 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 Project and/or property related to the Project; h. If City so requests, and at City’s cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant’s work on the Project.
i. The Consultant understands and agrees that City may, in City’s sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the Project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

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

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

In the event that Consultant or any employee, agent, or subcontractor of Consultant providing services under this Agreement is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of City, Consultant shall indemnify, defend, and hold harmless City for the payment of any employee and/or employer contributions for PERS benefits on behalf of Consultant or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of City.

17. DISPUTE RESOLUTION.

18. 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’ #4..
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13 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.

19. ENTIRE AGREEMENT.

20. PARTIAL INVALIDITY.

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.

Upon reasonable notice to Consultant, the City’s duly authorized representative shall have access during Consultant’s regular business hours to all reports, contract records, contract documents, contract files, and personnel necessary to audit and verify Consultant’s charges to City under this Agreement.

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

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.
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14 Headings used in the Agreement are for reference purposes only and shall not be considered in construing this Agreement.

25. COMPLIANCE WITH LAWS.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license.

27. INVESTMENT ADVISOR PROVISIONS.
(a) Services of Consultant. City hereby engages the Consultant to serve as investment advisor under the terms of this Agreement with respect to the funds described in this Agreement and such other funds as City may from time to time assign by written notice to the Consultant (collectively the “Managed Funds”), and the Consultant accepts such appointment. In connection therewith, the Consultant will provide investment research and supervision of the Managed Funds investments and conduct a continuous program of investment, evaluation and, when appropriate, sale and reinvestment of the Managed Funds assets. The Consultant shall continuously monitor investment opportunities and evaluate investments of the Managed Funds.

The Consultant shall furnish City with statistical information and reports with respect to investments of the Managed Funds. The Consultant shall place all orders for the purchase, sale, loan or exchange of portfolio securities for City's account with brokers or dealers recommended by the Consultant and/or City, and to that end the Consultant is authorized as agent of City to give instructions to the custodian designated by City (the “Custodian”) as to deliveries of securities and payments of cash for the account of City. In connection with the selection of such brokers and dealers and the placing of such orders, the Consultant is directed to seek for City the most favorable execution and price, the determination of which may take into account, subject to any applicable laws, rules and regulations, whether statistical, research and other information or services have been or will be furnished to the Consultant by such brokers and dealers. The Custodian shall have custody of cash, #4..
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15 assets and securities of City. The Consultant shall not take possession of or act as custodian for the cash, securities or other assets of City and shall have no responsibility in connection therewith. Authorized investments shall include only those investments which are currently authorized by the state investment statutes and the applicable covenants and as supplemented by such other written instructions as may from time to time be provided by City to the Consultant. The Consultant shall be entitled to rely upon City’s written advice with respect to anticipated drawdowns of Managed Funds. The Consultant will observe the instructions of City with respect to broker/dealers who are approved to execute transactions involving the Managed Funds and in the absence of such instructions will engage broker/dealers which the Consultant reasonably believes to be reputable, qualified and financially sound.
(b) Expenses. The Consultant shall furnish at its own expense all necessary administrative services, office space, equipment, clerical personnel, telephone and other communication facilities, investment advisory facilities, and executive and supervisory personnel for managing the Managed Funds. Except as expressly provided otherwise herein, City shall pay all of its own expenses including, without limitation, taxes, commissions, fees and expenses of City's independent auditors and legal counsel, if any, brokerage and other expenses connected with the execution of portfolio security transactions, insurance premiums, and fees and expenses of the Custodian.
(c) Registered Advisor; Duty of Care. The Consultant hereby represents it is a registered investment advisor under the Investment Advisers Act of 1940. The Consultant shall immediately notify City if at any time during the term of this Agreement it is not so registered or if its registration is suspended.

The Consultant agrees to perform its duties and responsibilities under this Agreement with reasonable care. The federal securities laws impose liabilities under certain circumstances on persons who act in good faith. Nothing herein shall in any way constitute a waiver or limitation of any rights which City may have under any federal securities laws. City hereby authorizes the Consultant to sign I.R.S. Form W-9 on behalf of City and to deliver such form to broker-dealers or others from time to time as required in connection with securities transactions pursuant to this Agreement.
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16 (d) Consultant’s Other Clients. City understands that the Consultant performs investment advisory services for various other clients which may include investment companies, commingled trust funds and/or individual portfolios. City agrees that the Consultant, in the exercise of its professional judgment, may give advice or take action with respect to any of its other clients which may differ from advice given or the timing or nature of action taken with respect to the Managed Funds. The Consultant shall not have any obligation to purchase, sell or exchange any security for the Managed Funds solely by reason of the fact that the Consultant, its principals, affiliates, or employees may purchase, sell or exchange such security for the account of any other client or for itself or its own accounts.
(e) Force Majeure. The Consultant shall have no liability for any losses arising out of the delays in performing or inability to perform the services which it renders under this Agreement which result from events beyond its control, including interruption of the business activities of the Consultant or other financial institutions due to acts of God, acts of governmental authority, acts of war, terrorism, civil insurrection, riots, labor difficulties, or any action or inaction of any carrier or utility, or mechanical or other malfunction. (f) Disciplinary Actions. The Consultant shall promptly give notice to City if the Consultant shall have been found to have violated any state or federal securities law or regulation in any final and unappealable judgment in any criminal action or civil suit in any state or federal court or in any disciplinary proceeding before the Securities and Exchange Commission (“SEC”) or any other agency or department of the United States, any registered securities exchange, FINRA, or any regulatory authority of any State based upon the performance of services as an investment advisor.
(g) Books. The Consultant shall maintain records of all transactions in the Managed Funds. The Consultant shall provide City with a monthly statement showing deposits, withdrawals, purchases and sales (or maturities) of investments, earnings received, and the value of assets held on the last business day of the month. The statement shall be in the format and manner that is mutually agreed upon by the Consultant and City.
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17 (h) Brochure and Brochure Supplement. The Consultant warrants that it has delivered to City prior to the execution of this Agreement the Consultant's current SEC Form ADV, Part 2A (brochure) and Part 2B (brochure supplement). City acknowledges receipt of such brochure and brochure supplement prior to the execution of this Agreement.
(i) Execution. Each party to this Agreement represents and warrants that the person or persons signing this Agreement on behalf of such party is authorized and empowered to sign and deliver this Agreement for such party.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement 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 PFM Asset Management, LLC has caused this agreement to be duly executed as of the Effective Date. #4..
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EXHIBIT “A”
Scope of Work:

Specific services, although not all-inclusive, to be performed are as follows:

1. Assume the management of a portion of the investment portfolio.

2. Indicate full understanding of Investment Policy by submitting a written acknowledgement annually.

3. Annually review the City’s investment policy and internal control procedures and make recommendations that are necessary.

4. Manage the City’s portfolio in a fiduciary capacity with discretionary authority.

5. Execute trades in accordance with the governing laws and City’s investment policy.

6. Provide assurance of portfolio compliance with applicable laws and the City’s Investment Policy.

7. Assist the City with maturity analysis.

8. Provide credit analysis of investment instruments in portfolio.

9. Provide monthly/quarterly/annual reporting. These reports will cover a range including but not limited to: local, national economy, the City’s portfolio holdings, performance objectives, and policy compliance.

10. Provide monthly and quarterly investment reports for the City’s entire portfolio detailing holdings, composition and sector analysis, return, weighted average maturity, duration, and daily transaction activity.

11. Attend selected monthly meetings with City staff, as well as the Council and Finance Committee meetings and City Council meetings as needed.

12. Evaluate market risk and develop strategies that minimize the impact on the portfolio.

13. Establish an appropriate performance benchmark.

14. Ensure portfolio structure matches City objectives.

15. Broker/Dealer management: keep a list of approved broker/dealers, collect and review annual financial report for dealers.

16. Investment Pool management: investigation of any pools, develop a questionnaire to monitor pools on an ongoing basis.

17. Firm shall not have custody or possession of the funds or securities that the City has placed under its management. City has retained a custodian or safekeeping agent to take and have possession of its invested assets.

18. Provide advice and feedback on various investment activities encountered by City staff #4..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 25, 2023
Date: August 30, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice Chair
Nick Bavaro, Member

THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Second Amendment – Purchase of Tires for Fleet Division CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider the Second Amendment for Fleet Tire Purchases with McCoy Truck Tire, Modesto, CA and Valley Tire, Modesto, CA to increase the Agreement to a revised total amount of $2,170,000 and forwarding to Council for approval. (Funding Source: Fleet Fund) STRATEGIC PLAN ELEMENT:

These items support the City of Modesto 2020-2025 Strategic Plan Focus of Governance and Service Delivery under goal H: Achieve Financial Sustainability.

BACKGROUND:

The State of California has a purchasing agreement with contracted vendors to supply government agencies with all products identified in the contract at a specified rate. America’s Tire Depot was competitively bid and the City was able to piggyback on this contract. McCoy Tire/McCoy Truck Tire, and Valley Tire all of which are located in Modesto, CA, are discounted programs that will be utilized when they are more cost effective at the time of purchase. These vendors will provide tires for the City’s almost 1,250 passenger cars, light duty and heavy-duty trucks, pursuit rated and emergency vehicles and transit buses at the contracted rate. In addition to accessing the terms of the State’s contract, McCoy and Valley Tire also have a discounted program with Bridgestone tires and other tire purchases will be based on the lowest priced tires at the time of purchase.

On October 23, 2018, by Resolution 2018-472, Council approved Fleet Tire Purchases utilizing the State of California for Fleet Tire Purchases between American Tire Depot, McCoy Truck Tire and Valley Tire based on availability, cost and needs at the time of purchase, for an overall annual cost of $290,000 with a total cost not to exceed of $1,772,000 over five years. After the original #5..
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Finance Committee, September 25, 2023
Second Amendment – Purchase of Tires for Fleet Division

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agreements were approved, it was determined American Tire Depot was not the lowest price vendor compared to the other two local vendors and City staff have not purchased tires from American Tire Depot.

On September 7, 2021, under Resolution 2021-349, Council approved the First Amendment for the Fleet Services Division for the purchase of tires to the following vendors: McCoy Tire/McCoy Truck Tire and Valley Tire Sales, Modesto, CA for a revised annual estimated cost to $450,000 and a total revised combined amount to $1,770,000 over a 5-year period. This amendment was needed due to the additional fleet from the fire contract services and transit services.

DISCUSSION:

The Finance Department Purchasing Division has been researching potential piggybacking agreements for our local vendors with McCoy Tire and Valley Tire Sales and unfortunately the only options we have identified were brand specific which are very challenging based on the types of tires needed to manage City Fleet vehicles. If the City attempts to solicit our own formal bid, the brand type and model could change through the term of the agreement.

The Purchasing Division will be conducting a price comparison with tire vendors outside of Modesto to demonstrate the cost savings gained by utilizing these two local vendors. Once this analysis is completed, the Purchasing Division will establish new agreements based on the results of this review. In addition, these local vendors are committed to provide discount pricing to ensure they continue to be the lowest price vendor for the tires needed for the City Fleet Division.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year (FY) 2023-24 to cover this cost for this amendment.

Below is a five-year spending history for the purchase of fleet tires between McCoy Truck and Valley Tire:

Year Mccoy Truck Valley Tire Total Spending
1 $ 171,750 $ 90,594 $ 262,344
2 $ 209,118 $ 135,081 $ 344,199
3 $ 200,812 $ 94,613 $ 295,425
4 $ 309,423 $ 166,926 $ 476,349
5 $ 202,234 $ 113,215 $ 315,449
TOTAL $ 1,093,337 $ 600,429 $ 1,693,766
The proposed increase of $350,000 will be funded through the current FY 2023-24 budget and fully funded by the Fleet Fund.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Second Amendment for Fleet Tire Purchases with McCoy Truck Tire, Modesto, CA and Valley Tire, Modesto, CA to increase the Agreement amount by $400,000 to a revised total amount of $2,170,000 through the term of the agreement and extending the term date from October 22, 2023, to October 22, 2024, and forwarding to Council for approval. #5..
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Finance Committee, September 25, 2023
Second Amendment – Purchase of Tires for Fleet Division

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Approved by:

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

1. Second Amendment – McCoy Truck Tire

2. Second Amendment – Valley Tire

3. First Amendment – McCoy Truck Tire

4. First Amendment – Valley Tire

5. Original Agreement – McCoy Truck Tire

6. Original Agreement – Valley Tire
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1 SECOND AMENDMENT TO PURCHASE AGREEMENT

FOR THE PURCHASE AND DELIVERY OF TIRES FOR CITY OF MODESTO, FLEET

DIVISON, WITH MCCOY TRUCK TIRE SERVICE CENTER, MODESTO, CA This SECOND AMENDMENT to the PURCHASE 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 MCCOY TRUCK TIRE SERVICE CENTER, MODESTO, CA, hereinafter collectively referred to as CONTRACTOR.

This SECOND AMENDMENT to the PURCHASE AGREEMENT is made with reference to the following recitals:

A. A Purchase Agreement, hereinafter referred to as AGREEMENT #149567 was entered into by and between CITY and CONTRACTOR on the 23RD day of OCTOBER, 2019 to provide Purchase and Delivery of Tires for City of Modesto, Fleet Division.

B. CITY and CONTRACTOR desire to amend the AGREEMENT by extending the time of the Agreement to add a 6th year through October 22, 2024.

C. The CITY and CONTRACTOR desire to amend the AGREEMENT by increasing the previously approved annual amount by $200,000 with a revised annual estimated amount of $500,000 needed to ensure sufficient Purchase and Delivery of Tires through the end of the AGREEMENT, dated October 22, 2024.

D. CITY and CONTRACTOR now desire to memorialize the change to the terms of the AGREEMENT with this SECOND AMENDMENT.

NOW, THEREFORE, the parties hereto mutually agree to the following:

1. Section One, “Term of the Contract” shall be amended to include the following: Add a 6th year through October 22, 2024.
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2 2. The second sentence of the first paragraph of the AGREEMENT shall be amended to read as follows” Annual amount not to exceed $500,000.

3. Except as modified and amended by this SECOND AMENDMENT to the PURCHASE AGREEMENT, all other provisions of the Purchase Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has authorized the execution of this Second Amendment to the Purchase Agreement in duplicate by its Purchasing Manager and attested by its City Clerk under authority of Resolution No. , adopted by the Council of the City of Modesto on the _______ day of ___________, 2023, and MCCOY TRUCK TIRE SERVICE CENTER. MODESTO, CA, has caused this Second Amendment to the Purchase Agreement to be duly executed.
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1 SECOND AMENDMENT TO PURCHASE AGREEMENT

FOR THE PURCHASE AND DELIVERY OF TIRES FOR CITY OF MODESTO, FLEET DIVISON, WITH VALLEY TIRE SALES, INC. MODESTO, CA
This SECOND AMENDMENT to the PURCHASE 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 VALLEY TIRE SALES, INC. Modesto, CA, hereinafter collectively referred to as CONTRACTOR.

This SECOND AMENDMENT to the PURCHASE AGREEMENT is made with reference to the following recitals:

A. A Purchase Agreement NO. 148853, hereinafter referred to as AGREEMENT was entered into by and between CITY and CONTRACTOR on the 23rd day of October 2019 to provide Purchase and Delivery of Tires for City of Modesto, Fleet Division.

B. CITY and CONTRACTOR desire to amend the AGREEMENT by extending the time of the Agreement to add a 6th year through October 22, 2024.

C. The CITY and CONTRACTOR desire to amend the AGREEMENT by increasing the previously approved annual amount by $200,000 with a revised annual estimated amount of $350,000 needed to ensure sufficient Purchase and Delivery of Tires through the end of the AGREEMENT, dated October 22, 2024.

D. CITY and CONTRACTOR now desire to memorialize the change to the terms of the AGREEMENT with this SECOND AMENDMENT.

NOW, THEREFORE, the parties hereto mutually agree to the following:

1. Section One Term of the Contract shall be amended to include the following: Add a 6th year through October 22, 2024.
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2 2. The second sentence of the first paragraph of the AGREEMENT shall be amended to read as follows” Annual amount not to exceed $350,000.

3. Except as modified and amended by this SECOND AMENDMENT to the PURCHASE AGREEMENT, all other provisions of the Purchase Agreement shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has authorized the execution of this Second Amendment to the Purchase Agreement in duplicate by its Purchasing Manager and attested by its City Clerk under authority of Resolution No. , adopted by the Council of the City of Modesto on the ______ day of ______________, 2023, and VALLEY TIRE SALES, INC. MODESTO, CA, has caused this Second Amendment to the Purchase Agreement to be duly executed.
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 25, 2023
Date: August 22, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Kevin Wise, Interim Fire Chief
SUBJECT: First Amendment to Agreement with West Coast Door and Gate CONTACT: Kevin Wise, Interim Fire Chief, [email protected], 209-572-9590 DESCRIPTION:

Consider the First Amendment with West Coast Door and Gate for On-call Commercial Roll-up Door Maintenance and Repair Services to a revised total amount of $236,000 and utilizing the Year 5 extension option, revising the Term of the Agreement from December 2, 2023 to December 2, 2024 and forwarding to Council for approval. (Funding Source: General Fund) STRATEGIC PLAN ELEMENT:

This recommended action supports the City’s 2020-2025 Strategic Plan focus on quality of life under Goal A: Improve Community Safety.

BACKGROUND:

The City of Modesto Fire Department requests an amendment to the current agreement with West Coast Door and Gate in order to increase funds for on-call commercial roll-up door maintenance and services.

On December 3, 2019, by Resolution 2019-535, Council approved a two-year agreement with three one-year extension options with West Coast Door and Gate for an annual estimated cost of $34,000 and a total amount not to exceed $170,000 over five years. At the time, this was to maintain and service the approximately 60 commercial roll-up doors at 15 fire stations located throughout the City of Modesto and City of Oakdale / Oakdale Fire Protection District.

Since then, we have entered into a contract for services agreement with the Salida Fire Protection District, which added an additional six doors which are located at their facilities. In addition, due to recent increased call volume, there has been an increase in wear and tear of the doors. As a result, and with recent inflation in mind, the department has depleted its current funds for the remainder of the current agreement year, which expires December 2, 2023. #6..
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Finance Committee, September 25, 2023
First Amendment to Agreement with West Coast Door and Gate

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DISCUSSION:

In addition to MFD’s roll-up doors, there are approximately 100 roll-up doors throughout the City that require on-call maintenance and services. The roll-up doors are used on a daily basis and must be in working condition to ensure that Fire apparatus, Modesto Police vehicles, Fleet vehicles and other City vehicles can exit timely and safely. Due the current doors averaging 47 years of age, the department is facing an increase in repairs. At times, the age of the doors also requires custom parts specified to the door, as original parts are no longer available.

City staff is currently working on a Facility Condition Assessment which will allow the City to plan for the deferred maintenance priorities needed to address maintenance services and avoid these unexpected maintenance services needed. This will benefit the department and prevent the department from opening emergency purchase orders with unexpected costs.

In order to meet these goals, we will need to increase the agreement by $66,000 to revise the total amount not to exceed from $170,000 to $236,000.

FISCAL IMPACT:

Historical annual spending for maintenance and repair services on West Coast Door and Gate Agreement #171148:

Fiscal Year Annual Amount
2020-21 $26,027
2021-22 $33,700
2022-23 $30,082
2023-24 $43,295
With historical spending and recent increased costs and services, staff recommends adding $66,000 to the agreement, for a revised amount not to exceed $236,000. This increase to the amount of the agreement will be covered through existing Fire Department General Fund discretionary budget in FY 2023-24
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a First Amendment increasing the Agreement amount with West Coast Door and Gate, for the On-call Commercial Roll-up Door Maintenance and Repair Services by $66,000 from $170,000 to a revised total amount of $236,000 and utilizing the Year 5 extension option, revising the Term of the Agreement from December 2, 2023 to December 2, 2024 and forwarding to Council for approval.

Approved by:

Kevin Wise, Interim Fire Chief
Joseph P. Lopez, City Manager
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Finance Committee, September 25, 2023
First Amendment to Agreement with West Coast Door and Gate

Page 3 of 3 ends

Attachments:

1. First Amendment – West Coast Door and Gate

2. Original Signed Agreement (with all Exhibits)
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FIRST AMENDMENT TO AGREEMENT

WITH WEST COAST DOOR AND GATE FOR ON-CALL COMMERCIAL ROLL-UP

DOOR MAINTENANCE AND REPAIR SERVICE
This First Amendment to the Agreement for On-Call Commercial Roll-Up Door Maintenance and Repair Services (“Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “CITY”) and West Coast Door and Gate, a California sole proprietor (hereinafter “CONTRACTOR”) entered into by the parties on the ___________ day of __________________, 2023.

RECITALS
This Amendment is made with regard to the following recitals:

WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for On-Call Commercial Roll-Up Door Maintenance and Repair Services on the 3rd day of December 2019 (the “Original Agreement”), and
WHEREAS, CITY and CONTRACTOR desire to amend the Original Agreement to increase the compensation paid for services by $66,000 for a revised total amount not to exceed $236,000, and
WHEREAS, CITY and CONTRACTOR desire to execute the Year 5 extension option and extending the Original Agreement through December 2, 2024.

NOW, THEREFORE, in consideration of this Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement and this Amendment, the Parties agree as follows:

1. The first sentence of SCOPE OF WORK, Section 1, paragraph 5, of the Original Agreement shall be amended in its entirety to read as follows: “CONTRACTOR shall #6..
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furnish the service defined for the following contracted rates, for a total amount not to exceed $236,000.”

2. The Parties hereby mutually agree to extend the Term of the Agreement through Year 5, as specified in Section 3 of the Original Agreement.

3. Except as modified and amended by this Amendment, all other provisions of the Original Agreement, shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Amendment to Agreement for On-Call Commercial Roll-Up Door Maintenance and Repair Services by its City Manager and attestation by its City Clerk under authority of Resolution No. __________, adopted by the City Council of the City of Modesto on the ________ day of ___________, 2023, and West Coast Door and Gate has caused this Agreement to be duly executed as of the Effective Date. #6..
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MODESTO CITY COUNCIL
RESOLUTION NO. 2019-535

RESOLUTION APPROVING THE AWARD OF BID AND AGREEMENT FOR

ON-CALL COMMERCIAL ROLL-UP DOOR MAINTENANCE AND REPAIR

SERVICES TO WEST COAST DOOR AND GATE, CERES, CA, FOR A TWO

YEAR AGREEMENT WITH THREE ONE-YEAR EXTENSION OPTIONS, FOR AN ANNUAL ESTIMATED COST OF S34,000 AND A TOTAL AMOUNT NOT TO EXCEED $170,000 OVER FIVE YEARS AND AUTHORIZING THE

PURCHASING MANAGER, OR HER DESINGEE, TO EXECUTE THE

AGREEMENT
WHEREAS, the Modesto Fire Department requires maintenance and repair service for approximately 60 commercial roll-up doors at 15 Fire Stations located throughout Modesto and Oakdale; and
WHEREAS, there are approximately 100 roll-up doors throughout the City that require maintenance and repair services; and
WHEREAS, the current agreement with Barton Overhead Door Inc, Modesto CA, will reach the end of the agreement tenn on January 31, 2021; and WHEREAS, Barton Overhead Door Inc, has reached their amount agreed of $85,000; and
WHEREAS, on July 29, 2019 the Purchasing Division issued RFB 1819-41 for the procurement of maintenance and repair services for on-call commercial roll-up doors for the Modesto Fire Department on the City’s website; prospective bidders were notified online of the bid opportunity and 15 vendors downloaded the RFB; and WHEREAS, on September 17, 2019 bids were formally opened in the City Clerk’s Office and two vendors responded; and
12/03/2019/Finance'CKJine'
Item 7 1 2019-535
EXHIBIT A #6..
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WHEREAS, Modesto Municipal Code Section 8.3-203 generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to follow formal bid procedures; and
WHEREAS, the award of RFB 1819-41 for On-Call Commercial Roll-Up Door Maintenance and Repair Services conforms to the Modesto Municipal code because the City complied with the formal bid procedures and West Coast Door and Gate was the lowest responsive and responsible bidder.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the award of bid and agreement for On-Call Commercial Roll-Up Door Maintenance and Repair Services to West Coast Door and Gate, Ceres CA for a two-year agreement with three one-year extension options, for an annual estimated cost of $34,000 and a total amount not to exceed $170,000 over five years.

BE IT FURTHER RESOLVED, that the Purchasing Manager, or her designee, is hereby authorized to execute the agreement.
12/03/2019/Finance/CKline/ltem 7 2 2019-535
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The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 3
rd day of December, 2019, by Councilmember Kenoyer,
who moved its adoption, which motion being duly seconded by Councilmember Grewal, was upon roll call carried and the resolution adopted by the following vote:

Councilmembers: Grewal, Kenoyer, Madrigal, Ridenour,
Zoslocki, Mayor Brandvold
AYES:

NOES: Councilmembers: None
ABSENT: Councilmembers: Ah You
ATTEST:

STEPHANIE LOPEZ, City Cl
(SEAL)
APPROVED AS TO FORM:
'i
By:

ADAM U. LINDGREN,Cky Attorney
12/03/20i9/Finance/CK]ine.
'
Item 7 3 2019-535
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1 CITY OF MODESTO
REQUEST FOR BID AND SPECIFICATIONS NO. 1819-41
FOR

ON-CALL ROLL-UP DOOR MAINTENANCE & REPAIR SERVICES

THE PAYMENT OF PREVAILING WAGE IS REQUIRED
BID OPENING: May 21, 2019 at 11:00 A.M.

CITY OF MODESTO CONTACT: Trina Alvarez, Buyer
E-MAIL ADDRESS: [email protected]
PHONE: (209) 341-2908

EXHIBIT C
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2 CITY OF MODESTO
REQUEST FOR BID AND SPECIFICATIONS NO. 1819-41

TABLE OF CONTENTS
Page
. Notice to Bidders ................................................................................................................ 3 . City Contacts ...................................................................................................................... 4 . Calendar of Events.............................................................................................................. 4 . Offer and Acceptance ......................................................................................................... 4 . FORMS
. Bid Acknowledgement (Signature Form)........................................................................ 5 . Pricing Schedule (Signature Form)............................................................................... 6-8 . Exceptions, Clarifications, Amendments ........................................................................... 9 . References......................................................................................................................... 10 . Financial Interest Disclosure Form (Signature Form).............................................. 11-13 . Support of Local Vendors ................................................................................................ 14 . Company History Statement ............................................................................................ 15 . Warranty Statement .......................................................................................................... 15

TECHNICAL SPECIFICATIONS AND REQUIREMENTS
. Scope of Work .................................................................................................................. 16 . Prevailing Wages .............................................................................................................. 17 . Insurance ........................................................................................................................... 17 . Required Licenses............................................................................................................. 18 . Support of Local Vendors ................................................................................................ 19

GENERAL TERMS AND CONDITIONS
. Bid Submittal .................................................................................................................... 20 . Acceptance/Rejection of Irregular Bids ........................................................................... 20 . Complete Bid Document .................................................................................................. 20 . Compliance / Non-Compliance ................................................................................... 20-21 . Pricing Format .................................................................................................................. 21 . Pricing Schedule ............................................................................................................... 21 . Award of Bid .................................................................................................................... 21 . Term of Contract .............................................................................................................. 22 . Quantities .......................................................................................................................... 22 . Funding ............................................................................................................................. 22 . Termination of Services ................................................................................................... 22 . Payment ............................................................................................................................ 25 Attachment A .................................................................................................................... 26 Sample Annual Agreement .........................................................................................27-35 #6..
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3 NOTICE TO BIDDERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California, will receive at the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 sealed bids for the furnishing of on-call roll-up door maintenance & repair services for the City of Modesto, Purchasing Division.

All equipment, materials, and supplies shall be furnished F.O.B. City of Modesto. Bids can be downloaded from the City’s Purchasing website at http://www.modestogov.com/257/Contracting-Bid-Opportunities; such bids shall include all necessary specifications.

Each bid shall be sealed and filed with the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 no later than May 21, 2019 at 11:00 A.M., at which time bids will be opened, read and recorded. 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.

Bidders are hereby notified that pursuant to Section 1770 et seq. of the Labor Code of the State of California, the Director of Industrial Relations of the State of California has ascertained the general prevailing rate of hourly wages and rates for legal holidays and overtime work in the locality where this work is to be performed, for each craft or type of worker or mechanic needed to execute the contract which will be awarded to the successful bidder.

It shall be mandatory upon the Contractor to whom the contract is awarded, and upon any subcontractor under him/her, to pay not less than the said specified rates to all laborers and mechanics employed by them in the execution of the contract.

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.

The City of Modesto assumes no responsibility for delay in the delivery of the bid.

On the outside of both the bid envelope and courier envelope, the bidder shall indicate the following:

NAME AND ADDRESS OF BIDDER
SPECIFICATION NUMBER 1819-41

ON-CALL ROLL-UP DOOR MAINTENANCE & REPAIR SERVICE
BID OPENING DATE: MAY 21, 2019 AT 11:00 A.M.

MAIL TO: CITY CLERK 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 his/her bid for a period of ninety (90) days after the date set for the opening thereof. #6..
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4 CITY CONTACTS
All questions regarding these specifications, terms, and conditions shall be submitted in writing to Trina Alvarez, Assistant Buyer, via email at: [email protected].

All contacts during the bid process shall be through the Purchasing Division. Attempts by the bidder to contact department representatives may result in disqualification of the bidder from the bid process.

CALENDAR OF EVENTS
Event Date
Bid Issued April 23, 2019
Written Questions Due April 30, 2019
Addendum Issued (if required) May 7, 2019
Response Due BEFORE 11:00 A.M. on Tuesday, May 21, 2019 Bid Award Date July 2019
Note: Award date is approximate.

Note: Deliver or mail bids to the referenced address, only, as indicated in the Notice to Bidders.

It is the responsibility of each bidder to be familiar with all of the specifications, terms and conditions and the site condition (if applicable). The bidder agrees and acknowledges all RFB/Q 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 they will make no claim against the City based upon ignorance of conditions or misunderstanding of the specifications.

OFFER AND ACCEPTANCE:

Seller represents his/her acceptance to provide products and/or services as follows: City's offer to purchase products and/or services is expressly conditioned upon Seller's assent to the terms and conditions set forth in City purchase order documents, specifications, supporting data, and these articles. Seller agrees that Seller's Order Acknowledgement terms and conditions received prior to, during, or after order placement by City are hereby rejected. City purchase orders signed by the City's Purchasing Manager or his designated agent and issued to Seller constitutes written notification to Seller of City's rejection of any and all of Seller Order Acknowledgements, counter offers and change to the City's terms and conditions. #6..
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5 REQUEST FOR BID AND SPECIFICATIONS NO. 1819-41

ON-CALL ROLL-UP DOOR MAINTENANCE & REPAIR SERVICES

BID ACKNOWLEDGEMENT
The City is soliciting bids from qualified Bidders to furnish its requirements per the specifications, terms and conditions contained in the above referenced bid number.

This Bid Acknowledgement must be completed, signed by a responsible officer or employee, dated and submitted with the bid response. Obligations assumed by such signature must be fulfilled.

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 RFB, 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 Agencies; as such papers may be accepted by the carrier as proof of the exempt character of the shipment. (d) Articles sold to the Agencies are exempt from certain Federal excise taxes. The Agencies will furnish an exemption certificate.

4. Award: (a) Unless otherwise specified by the bidder or the RFB 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 at any time within thirty (30) days of opening, unless otherwise specified in the RFB. (c) A valid, written purchase order mailed, or otherwise furnished, to the successful bidder within the time for acceptance specified results in a binding contract 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-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 Agencies 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 so to do the City shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items and to deduct from any moneys due or that may there after come due to vendor 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 Agencies provided above shall not be exclusive and are in addition to any other rights and remedies provided by law or under the contract.

8. Discounts: (a) Terms of less than ten (10) days for cash discount will be considered as net. (b) In connection with any discount offered, time will be computed from date of complete, satisfactory delivery of the supplies, equipment or services specified in the RFB, or from date correct invoices are received by the City at the billing address specified, if the latter date is later than the date of delivery. Payment is deemed to be made, for the purpose of earning the discount, on the date of mailing the City’s check.

9. California Government Code Section 4552: In submitting a bid to a public purchasing body, the bidder offers and agrees that if the bid is accepted, it will assign to the purchasing body 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 goods, 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 tenders 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 in on this order.

11. Two “Inked” Signed Original Bid Document Requested: Failure to furnish at least one “inked” signed original bid document may result in disqualification.

THE undersigned acknowledges receipt of the referenced RFB and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the bidder indicated below, in accordance with the specifications, terms and conditions of this RFB and Bid Acknowledgement, for the pricing indicated on the Pricing Schedule.

Firm:

Address:

City/State/Zip:

Signature/Title/Date:
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6 REQUEST FOR BID AND SPECIFICATIONS NO. 1819-41

ON-CALL ROLL-UP DOOR MAINTENANCE & REPAIR SERVICES
PRICING SCHEDULE – PAYMENT OF PREVAILING WAGES IS REQUIRED All labor, materials, tools, equipment, vehicles, fuel and insurance necessary to perform the required work shall be included in bid pricing.

Description
Payment of Prevailing Wages Required
Hourly Labor Rate
On-Call Roll-Up Door Maintenance & Repair Service Hourly Rate During Business Hours Monday through Friday
Business Hours From 7:00 AM To 5:00 PM $ /HOUR
On-Call Roll-Up Door Maintenance & Repair Service Hourly Rate After Hours (Including Weekends Friday after 5:00 PM - Monday 7:00 AM) After Hours From 5:00 PM To 7:00 AM $ /HOUR
On-Call Roll-Up Door Maintenance & Repair Service Rate Overtime $ /HOUR
On-Call Roll-Up Door Maintenance & Repair Service Hourly Rate (All Holidays)
$ /HOUR
Equipment Parts & Components Costs Mark-up
_____________________%
Minimum Flat Fee for Roll-Up Door Maintenance and Services As Needed
$ /HOUR
EQUIPMENT PARTS AND COMPONENT COSTS:

All parts and components furnished shall be at the Contractor’s landed cost less any earned discounts, plus not to exceed a ten-percent (10%) mark-up, plus sales tax. When called for by the City, the Contractor shall furnish a copy of the manufacturer’s invoice in order to verify the proper price charged to the City.

The stated pricing is subject to ______ percent (______%) cash discount if invoice is paid within ______ days after acceptance of service.

Response Time after Receipt of Request for Service: _______________________________________ City Business/Delivery License No. ________________ Expiration Date: ___________ Dept. Industrial Relations (DIR) No. _______________ Expiration Date: ___________ Contractor’s State License Board No. _______________ Expiration Date: ___________ California C-61/D-28 License No. ___ Expiration Date: _____ #6..
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7 Contractor must possess a valid California C-61/D-28 or other appropriate Contractor’s license at the time of proposal submission, pursuant to California Public contract Code Section 3300 and Business and Professions code Section 7028.15. The respondent must be licensed as a contract in accordance with the provisions of California Business and Professions Code Chapter 9, Article 5 Licensing 7065-7077. The successful contractor must maintain the license throughout the duration of the contract.

Does bidder accept the City’s Epay Payment Program? Please check one: Yes ____ No ____ Information regarding the program is provided in Section: Payment #6..
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8 REQUEST FOR BID AND SPECIFICATIONS NO. 1819-41

ON-CALL ROLL-UP DOOR MAINTENANCE & REPAIR SERVICES

PRICING SCHEDULE
CALIFORNIA LABOR CODE SECTION 1771.1 (a)
1771.1. (a) A contractor or subcontractor shall not be qualified to bid on, be listed in a bid proposal, subject to the requirements of Section 4104 of the Public Contract Code, or engage in the performance of any contract for public work, as defined in this chapter, unless currently registered and qualified to perform public work pursuant to Section 1725.5. It is not a violation of this section for an unregistered contractor to submit a bid that is authorized by Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, provided the contractor is registered to perform public work pursuant to Section 1725.5 at the time the contract is awarded.

Workers must be paid no less than the prevailing wage rate as published by the DIR, and Contractor shall maintain certified payroll. For additional information regarding Prevailing Wages, please contact the DIR at www.dir.ca.gov, or call the DIR, Labor Research and Statistics Unit, Prevailing Wage Unit at (415)-703-4774 THE undersigned acknowledges receipt of the referenced RFB and/or Addenda and offers and agrees to furnish the articles and/or services specified on behalf of the bidder indicated below, in accordance with the specifications, terms and conditions of this RFB and Bid Acknowledgement, for the pricing indicated on the Pricing Schedule.

Company Name (Bidder):

By (Person Submitting Bid): (Print)
By (Person Submitting Bid): (Signature)
Title of Person Submitting Bid:

Business Address
(City/State/Zip):

E-Mail Address:

Telephone Number:

Fax Number:

Date:
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9 REQUEST FOR BID AND SPECIFICATIONS NO. 1819-41

ON-CALL ROLL-UP DOOR MAINTENANCE & REPAIR SERVICES

EXCEPTIONS, CLARIFICATIONS, AMENDMENTS
Exceptions, Clarifications, Amendments
List requests for bid clarifications and exceptions below, if any, sign and submit with your bid response.

Item
No.

Reference To: Description
Page No. Paragraph No.

Company Name (Bidder):
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10 REQUEST FOR BID AND SPECIFICATIONS NO. 1819-41

ON-CALL ROLL-UP DOOR MAINTENANCE & REPAIR SERVICES

REFERENCES
All Bidders must provide a list of three (3) current of former clients in the area provided below, identifying prior experience with the same type of services requested by the City under Scope of Work.

References shall have similar volume and requirements to those outlined in these specifications, terms and conditions. Bidders failing to provide references shall be deemed unacceptable.

The City may contact some or all of the references provided in order to determine the bidders’ performance record on work and equipment similar to that described in this bid. The City reserves the right to contact references other than those provided in the response 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:

Date of Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business:

Date of Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business:

Date of Service:

Annual Contract Value $
Company Name (Bidder):
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11 REQUEST FOR BID AND SPECIFICATIONS NO. 1819-41

ON-CALL ROLL-UP DOOR MAINTENANCE & REPAIR SERVICES

FINANCIAL INTEREST DISCLOSURE

REQUIRED DISCLOSURE BEGINNING THE COUNCIL MEETING
OF JANUARY 7, 2003
The ordinance requiring financial interest disclosure by all parties having a direct or indirect interest of $2,000 or more (except for certain publicly traded companies) will be effective at the Council meeting of January 7, 2003. This means that any Council action on a contract, agreement or development right must be accompanied by a FINANCIAL INTEREST DISCLOSURE FORM 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 Agenda Items without the DISCLOSURE will be removed from the Council Agenda.

FinDisclosure12-19
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12 FINANCIAL INTEREST DISCLOSURE FORM
All persons included within the meaning of either of the following tests have a material financial interest in an agreement, or application for development rights, submitted for approval or disapproval by the City Council, and shall be identified by the applicant, by name.

Tests of Materiality:

1. Whether it is foreseeable to a reasonable person that the value of their interest in property available for use by an applicant, or their interest in the applicant itself, may increase or decrease by an amount greater than $2,000.00 as a direct or indirect result of Council action on the applicant’s agreement or application for development rights.

2. Whether it is foreseeable to a reasonable person that the person’s gross income from the applicant may increase or decrease by a sum greater than $2,000.00 as a direct or indirect result of Council action on the agreement or application for development rights.

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 agreement or application or development rights is true, correct and complete.

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.

By signing this document I agree to the information contained within.

COMPANY NAME: ____________________________________________________

__________________________________
APPLICANT’S NAME (SIGNATURE):

__________________________________
APPLICANT’S NAME/TITLE (PRINT):
__________________________________
Applicable Names: DATE:
(See attached list)
Questions concerning the application of either test to particular facts should be resolved in advance of Council action by agreement with the department head recommending approval of its agreement/application.

DIRECTOR
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13 COMPANY NAME: __________________________________________ NAMES
Signature / Print:

Signature / Print:

Signature / Print:
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14 REQUEST FOR BID AND SPECIFICATIONS NO. 1819-41

ON-CALL ROLL-UP DOOR MAINTENANCE & REPAIR SERVICES

SUPPORT OF LOCAL VENDORS

REQUEST FOR DECLARATION
of

LOCAL BUSINESS
Should the bidder that submits the lowest responsive bid or quote 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 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 or quote of the lowest bidder in writing within five (5) 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.

I declare I am a local business per the above criteria

SUPPORT OF LOCAL VENDORS

DECLARATION OF ELIGIBILITY
Company Name:

Street Address:

Telephone Number:

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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15 REQUEST FOR BID AND SPECIFICATIONS NO. 1819-41

ON-CALL ROLL-UP DOOR MAINTENANCE & REPAIR SERVICES
The Bidder’s responses for the following shall be prepared on company letterhead and provided with the bid submittal.

1. COMPANY HISTORY STATEMENT
Your company shall have been in business for a minimum of three (3) continuous years (immediately prior to the time of the RFB submittal date) providing the types of services requested herein.

2. WARRANTY STATEMENT
Bidder shall attach to their bid proposal a written statement detailing workmanship warranty, term and conditions as defined in the RFB.

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 order. .
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16 REQUEST FOR BID AND SPECIFICATIONS NO. 1819-41

ON-CALL ROLL-UP DOOR MAINTENANCE & REPAIR SERVICES

TECHNICAL SPECIFICATIONS AND REQUIREMENTS

1.1 SCOPE OF WORK:

The City of Modesto Fire Department is inviting bids for roll-up bay door repair and maintenance services for all fire department locations and other roll-up door repair and maintenance services citywide on an as needed basis. The successful bidder shall provide repair and maintenance services including all personnel, labor, supervision, materials, tools, safety equipment and the equipment required to maintain and repair roll-up door systems within the City of Modesto’s various locations provided in Attachment A. Continuing and reliable operation is essential for the 24-hour operation of our facilities. It is essential that prompt, thorough service is provided at these locations.

The intent of this agreement is to provide any maintenance repairs and replacements for any equipment required for proper operation of the system(s) under contract which may include but not limited to:
 Doors
 Hit or damaged doors
 Doors out of the tracks
 Door spring failures
 Weather stripping
 Rollers
 Springs
 Hinges
 Rails
 Safety Systems
 Tracks
 Electronic Eyes
 Loss of electrical power for door hoist
 Sensors
 Bent door tracks
 Door wheels binding in tracks or guides
 Crimping or buckling of door panels
Additional services other than those listed may be requested by the City of Modesto during the contract term.

Additional services added to the contract are to be provided at the same time and material prices offered in the bid.

Services not detailed in this scope, are not to be performed unless they are requested and authorized by the City of Modesto. Additional work is to be billed at the hourly rate provided in the bid.

All offerors providing services will have the competency, relevant experience, knowledge, and reliability which qualify the individual(s) to successfully provide the required supplies and services requested in this RFB.

MINIMUM QUALIFICATION:
 Contractor must be skilled and regularly engaged in the general class or type of work called for under the contract. The successful contractor must also have no less than five (5) years of experience in providing roll-up bay door repair and maintenance services. #6..
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17  Contractor must possess a valid California C-61/D-28 or other appropriate Contractor’s license at the time of proposal submission, pursuant to California Public contract Code Section 3300 and Business and Professions code Section 7028.15. The respondent must be licensed as a contractor in accordance with the provisions of California Business and Professions Code Chapter 9, Article 5 Licensing 7065-7077.

The successful contractor must maintain the license throughout the duration of this contract.  Pursuant to SB854, and labor Code Section 1725.5 contractor must be registered with the Department of Industrial Relations (DIR).

1.2 PREVAILING WAGES:

Pursuant to Section 1770 et seq. of the Labor Code of the State of California, the Director of Industrial Relations of the State of California has ascertained the general prevailing rate of hourly wages and rates for legal holidays and overtime work in the locality where this work is to be performed, for each craft or type of worker or mechanic needed to execute the contract which will be awarded to the successful bidder.

The payment of prevailing wages is required for maintenance under this contract and all provisions of Section

7.04 of the General Provisions contained within the City standards shall apply.

1.3 INSURANCE:

A. 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.

B. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. 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.

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.

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, it 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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18 The CONTRACTOR'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.

For any claims related to this project, the CONTRACTOR’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 Contractor’s insurance and shall not contribute with it.

CONTRACTOR shall either require any subcontractor to procure and to maintain during the term of the subcontract all insurance in the amounts specified above, or shall insure the activities of subcontractors in the policy specified above. The limits of liability required may vary, depending on the type of permit or contract.

1.4 REQUIRED LICENSES:

Prior to beginning any work or delivering any equipment or material to be furnished under this specification and bid, 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.

If the bidder is furnishing any labor or service including installation or maintenance, the bidder shall possess the appropriate California Contractor's license(s) at the time the bid is submitted. A contract shall not be awarded to a bidder that does not possess the appropriate Contractor's license(s). The appropriate Contractor's license(s) is that specified in this request, or if not specified, that which is otherwise required by law, and qualifies the Contractor to do business in the State of California.

Contractor must possess a valid California C-61/D-28 or other appropriate Contractor’s license at the time of proposal submission, pursuant to California Public contract Code Section 3300 and Business and Professions code Section 7028.15. The respondent must be licensed as a contractor in accordance with the provisions of California Business and Professions Code Chapter 9, Article 5 Licensing 7065-7077. The successful contractor must maintain the license throughout the duration of this contract.

Pursuant to SB854, and labor Code Section 1725.5 contractor must be registered with the Department of Industrial Relations (DIR).

1.5 CONTRACTOR’S RESPONSIBILITY FOR WORK:

Until the formal acceptance of the work by the Technical Liaison, the Contractor shall be responsible for and have care, custody, and control of the work and of the parts, materials and equipment to be used therein, delivered to the work site. The Contractor shall bear full risk of loss, injury or damage to any part of the work and parts, material or equipment by action of the elements, or from any other cause, whether arising from the execution or non-execution of the work. The Contractor shall rebuild, repair, restore and make whole, all loss or damage to any portion of the work, parts or materials, before final acceptance by the City.

Suspension of work for any cause whatsoever shall not relieve the Contractor of their responsibility for the work or parts and materials as specified on the work request. The Contractor shall be responsible for and remedy all defects arising from faulty, improper or inferior workmanship.

The Contractor shall be responsible for any damage their activities cause to adjacent public or private property.

The Contractor shall take all measures necessary to protect the surrounding area from debris or other damage resultant from the project activities.

1.6 CHARACTER OF WORKERS:

If any person employed by the Contractor fails or refuses to carry out the direction of the Technical Liaison, or appears to be incompetent or acts in a disorderly or improper manner, that person shall be discharged #6..
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19 immediately from the job on the request of the Technical Liaison or Purchasing Manager, and such person shall not again work on any City job.

1.7 LABOR FORCE AND SUPERVISION:

The Contractor shall provide sufficient labor at all times to carry out the work properly and shall ensure that competent workers who are skilled in the type of work required are employed. The Contractor shall ensure that supervision is provided at all times while any work under this contract is being performed. If, in the judgment of the City, any person is incompetent or disorderly, Contractor shall promptly remove such person from the work for the duration of the contract.

1.8 DELAY BY THE CITY:

Any act or omission of any kind by the City of Modesto, its officers, agents or employees, which causes the Contractor delay in the completion of the work shall be grounds for extension of time on the part of the Contractor to complete the work, but shall give the Contractor no damages for such delay.

1.9 ADDITIONAL AND EMERGENCY PROTECTION:

Whenever, in the opinion of the Technical Liaison, the Contractor has not taken sufficient precautions for the safety of the public, or property and structures adjacent to the work site, the Technical Liaison may provide suitable protection with or without first notifying the Contractor. The cost and expense of such protection provided by the City shall be borne by the Contractor. The City shall deduct the cost of such protection from any monies due or to become due to the Contractor.

1.10 BARRICADES:

The Contractor shall provide and place barricades and/or safety ribbon as necessary to restrict access to the work areas. The Contractor shall be responsible for maintaining access control of the work areas from the time construction starts until the time the work site is returned to its pre-project condition, including paving and cleanup.

1.11 CLEANUP:

Prior to requesting a final inspection, the Contractor shall carefully clean up and remove all surplus materials and/or debris of any type resulting from the Contractor’s work from the work site, and shall dispose of all of the materials and debris in a proper manner. The work site shall be left clean and neat. All plant piping used to transport material from the work area shall be flushed at the completion of the work.

1.12 DISPOSAL OF MATERIALS:

The Contractor shall certify that any materials and debris removed from the site shall be disposed of in accordance with applicable Federal, State and Local laws, regulations or ordinances. If requested by the City, Contractor shall furnish proof of disposal.

1.13 SUPPORT OF LOCAL VENDORS:

Should the bidder that submits the lowest responsive bid or quote 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 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 or quote of the lowest bidder in writing within five (5) 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.
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20 REQUEST FOR BID AND SPECIFICATIONS NO. 1819-41

ON-CALL ROLL-UP DOOR MAINTENANCE & REPAIR SERVICES

GENERAL TERMS AND CONDITIONS

2.1 BID SUBMITTAL:

Bidders should submit at least one “inked” (preferably blue ink) signed original bid document, plus two (2) copies of the signed original bid document. The original bid documents shall be clearly marked.

Photocopies do not constitute an original bid.

FAILURE TO FURNISH AT LEAST ONE “INKED” SIGNED ORIGINAL BID DOCUMENT MAY RESULT IN DISQUALIFICATION.

It is the responsibility of the bidders to identify information in their bid responses that they 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.

All costs associated with the preparation of this bid shall be borne by the bidder.

All exceptions taken to these specifications shall be specifically and clearly identified on Exceptions, Clarifications and Amendments form. Failure to comply with this provision is grounds for bid rejection.

Exceptions taken shall not affect the overall performance and quality of equipment, materials and/or services required by the City. The Purchasing Manager or his designated agent shall make the final decision regarding the acceptability of equipment, materials and/or services with exceptions.

2.1.1 ACCEPTANCE/REJECTION OF IRREGULAR BIDS:

A contract 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.

2.1.2 COMPLETE BID DOCUMENT:

The following forms constitute the makeup of a complete bid document:
 Bid Acknowledgement (Signature Form)
 Pricing Schedule (Signature Form)
 Exceptions, Clarifications, Amendments
 References
 Financial Interest Disclosure Form (Signature Form)
 Support of Local Vendors (if applicable)
 Company History Statement
 Warranty Statement
Failure to furnish any of these forms may result in disqualification.

2.2 COMPLIANCE:

Bidders are required to sign the “Pricing Schedule, Financial Interest Disclosure Form and Bid Acknowledgement Form” of this bid document, thereby acknowledging they are in full compliance with all requirements of Bid No. 1819-41, and any addendum to such bid. #6..
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21 Failure to comply may result in disqualification.

Bidder should furnish at least one “inked” signed original bid documents, plus two (2) copies of the signed original bid.

FAILURE TO FURNISH AT LEAST ONE “INKED” SIGNED ORIGINAL BID DOCUMENT MAY RESULT IN DISQUALIFICATION.

The bidder guarantees that the offered equipment, material or services meet all safety requirements applicable in accordance with Cal-OSHA regulations and any other rule or regulation required by the City of Modesto.

2.3 NON-COMPLIANCE:

If you cannot comply with a specification requirement, note as an addendum on the Exceptions, Clarifications, Amendments form, 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.

2.4 PREVAILING WAGES:

The payment of prevailing wages is required for maintenance under this contract and all provisions of Section

7.04 of the General Provisions contained within the City standards shall apply.

2.5 PRICING FORMAT:

All labor, equipment and insurance necessary to perform the required work shall be included in bid pricing.

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.

2.6 PRICING SCHEDULE:

Bidders shall use the pricing schedule provided in this document to present bid pricing. No other form or format shall be accepted.

2.7 AWARD OF BID:

This is an “all or none” bid award.

Award shall be based on providing the lowest responsive and responsible bid meeting the RFB specifications.

Contracts may be awarded to more than one company in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs. The secondary company could be awarded a specific job only if the primary contractor is unable to perform the service, or if the primary contractor is unable to complete the specific job within the time frame required by the City, and finally, if the primary contractor is unable to maintain acceptable quality standards required by the City.

The City reserves the right to decline to award a contract if it is determined that the proposed pricing is not competitively priced based on similar contracts with public agencies within the State of California.

The City reserves the right to select that bid, which best suits the City’s needs. Regardless of City staff’s recommendation, the City Council reserves the right to award a contract 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.
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22 2.8 TERM OF CONTRACT:

The term of the contract shall be for a period of two (2) years with three (3) one-year extension options at the sole discretion of City, for a total of five (5) years.

A. Pricing shall remain firm for the first two (2) years of any contract, which may be awarded pursuant to this RFB.

B. Price increases for subsequent contract years three, four, and five, shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one contract year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by Contractor(s) in writing, sixty (60) days prior to the annual anniversary date of the contract to be effective for the subsequent year.

2.9 CONTRACT AGREEMENT:

The successful Bidder shall be required to enter into an agreement with the City to furnish services outlined in this bid, and as such, a sample agreement is provided for review. If the bidder requests modifications to the agreement the bidder shall list those modifications on page 8, Exceptions, Clarifications, and Amendments.

2.10 QUANTITIES:

The successful bidder shall be required to provide whatever quantities may be required during the contract term.

No minimum or maximum is guaranteed or implied.

2.11 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.

2.12 INSPECTION AND ACCEPTANCE:

Whenever the product or service provided by the supplier has been delivered to the Modesto, California, delivery point, the designated agent shall make the final inspection and acceptance.

If upon initial inspection the product or service is found to be defective in its construction or deficient in any of the requirements of this specification, the supplier shall remedy or remove said product in an acceptable manner at the supplier's expense. No compensation shall be allowed for such correction of product, labor, or transportation of product.

2.13 TERMINATION OF SERVICES:

The City reserves the right to discontinue services with the provider upon failure to meet contractual expectations and/or obligations, as recommended by the site supervisor or his/her agent.

The City reserves the right to review the service providers’ performance at any time with or without the knowledge or consent of the provider.

Cancellation of services shall be determined by the collaborative efforts of the Purchasing Manager, or his designee, and using department after reviewing the incident(s) of failure to perform. Either party may terminate the contract in its unilateral discretion for any or no reason by providing at least sixty (60) days written notice to the other of its desire to terminate.

2.14 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. #6..
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23 2.15 NON-DISCRIMINATION:

A. During the performance of this contract, Contractor and its 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), or sexual orientation. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. Contractor and subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. Contractor and 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, 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. Contractor and its 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. Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the contract.

D. 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 twenty-four (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 clause.

2.16 NON-DISCRIMINATION OF THE HANDICAPPED:

CERTIFICATION OF BIDDER REGARDING NON-DISCRIMINATION OF THE HANDICAPPED By executing this agreement, the bidder hereby certifies that he/she is 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.

2.17 DRUG FREE WORKPLACE:

Bidder/Contractor certifies that he/she is in compliance with Sections 8350 - 8355 of Chapter 5.5 of the Government Code, Drug Free Workplace Act. Every 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.

2.18 PROTEST AND APPEAL PROCEDURES:

Potential offers, Bidders, contractors and subcontractors wishing to protest or appeal the procurement or contracting process or a decision to award by the City of Modesto, must follow the procedures provided in the City of Modesto Purchasing Manual, Section I, Procedure 5. Protest procedures are in place that allow for a protest during the bid/bid process and must be filed no later than three (3) days after the bid/bid opening. A protest to an announced decision to award a contract may also be filed no later than ten (10) working days after the Intent to Award letter date. Protests or appeals, which are not submitted in accordance with the above #6..
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24 procedures, will not be reviewed. A copy of the procedures may be obtained by contacting the City of Modesto Purchasing Office at (209) 577-5405.

2.19 INDEMNITY:

The vendor shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Vendor, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement. Vendor’s obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Vendor to procure and maintain a policy of insurance. In the indemnity clause contained herein Vendor agrees to defend, indemnify and hold City harmless from the negligence of its employees, among other risks. 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 relating to the operation of City owned vehicles by Vendor’s employees is apportioned to Vendor in accordance with the provisions contained in Indemnity.

2.20 ASSIGNMENT OF RIGHTS:

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 purchase of goods, services, or materials pursuant to this contract or any 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 tenders final payment to CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

2.21 CITY PROCESS/PROCEDURE APPROVALS:

CITY approval of any process or procedure shall not relieve the bidder of his/her responsibility to furnish the required items and service meeting all specifications contained herein.

2.22 BIDDER/SELLER REPRESENTATION:

The bidder/seller represents that:

A. He/She has had an opportunity to examine and has examined any and all of the documents, including specifications, any resultant purchase order and supporting data, and that he/she has, from the information contained in such documents, specifications, and data, fully acquainted him/her with all conditions relevant to the work.

B. He/She has made all reasonable investigations essential to a full understanding of the difficulties, which may be encountered in performing the work.

C. He/She will complete the work for the compensation stated above.

D. He/She assumes full and complete responsibility for all conditions relevant to the work and all risks in connection therewith.

E. In addition thereto, the bidder/seller represents that he/she is fully qualified to do the work in accordance with the terms of any Purchase Order issued within the time specified in it. #6..
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25 F. Anything mentioned in the specifications and not in the Purchase Order, or mentioned in the Purchase Order and not mentioned in the specifications, shall be of like effect as if shown or mentioned in both.

In case of difference between the specifications and the Purchase Order, the Purchase Order shall govern.

2.23 FAILURE TO PERFORM SATISFACTORY:

It is agreed and understood that if the CONTRACTOR fails to perform the work as specified herein, CITY's representative may (1) consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors, (2) have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or (3) recommend termination of contract between said CONTRACTOR and the City of Modesto. Those discrepancies and deficiencies in the work 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 work not corrected or completed.

2.24 CONTRACTOR'S RESPONSIBILITY FOR DAMAGES:

If CONTRACTOR damages any property belonging to the CITY or private property by the Contractor or his employees or agents, the Contractor will be required to make repairs immediately. The CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage or require CONTRACTOR to repair the damage to the satisfaction of the CITY at CONTRACTOR's expense.

2.25 LABOR FORCE AND SUPERVISION:

CONTRACTOR shall provide sufficient labor at all times to carry out the project properly and shall ensure that fully experienced competent licensed workers who are skilled in the type of work required are employed.

CONTRACTOR shall ensure that supervision is provided at all times while any work under this contract is being performed. If, in the judgment of the CITY, any person is incompetent or disorderly, CONTRACTOR shall promptly remove such person from the work for the duration of the contract.

2.26 PAYMENT:

Paper Payment Method:

All invoices shall be paid in full within thirty (30) days after completion and acceptance of the service by the City, and receipt of a properly prepared invoice in duplicate, subject to cash discounts allowed and stated in this bid document.

Electronic Payment Method:

The City of Modesto provides an Epay Program which involves payment of invoices by a secure Visa account number assigned to the supplier after award of bid or contract. Notification of payments and required invoice information are issued to the supplier’s designed Accounts Receivable contact by email remittance advice at time of payment.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
During the bid evaluation process preference may be shown to bidders that agree to accept Epay for payment of invoices. Please indicate on the Pricing Schedule whether or not your company will accept the City’s Epay Program.
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26 Attachment A
Roll-up Doors Vary in Size per Location
Department # of
Doors
Location/Address
Fire Department 6 Station 1 – 610 11th Street, Modesto, 95354 Fire Department 4 Station 2 – 420 Chicago Ave, Modesto 95351 Fire Department 4 Station 3 – 635 El Vista Ave, Modesto, 95354 Fire Department 4 Station 4 – 1505 Blue Gum Ave, Modesto, 95351 Fire Department 8 Station 5 – 200 W. Briggsmore Ave, Modesto, 95350 Fire Department 4 Station 6 – 2700 Standiford Ave, Modesto, 95350 Fire Department 2 Station 7 – 180 Mable Ave, Modesto, 95355 Fire Department 4 Station 8 – 737 Airport Way, Modesto, 95354 Fire Department 2 Station 9 – 4025 Fara Buindo Dr, Modesto, 95355 Fire Department 2 Station 10 – 148 Imperial Ave, Modesto, 95358 Fire Department 3 Station 11 – 4225 Carver Rd, Modesto, 95356 Police Department 4 Police Dept. - 600 10th St, Modesto, 95354 Police Department 2 Range/Training Center – 3000 West Main, Crows Landing, 95313
Parks, Recreation & Neighborhoods 13 Modesto Centre Plaza – 1000 L St, Modesto, 95354 Parks, Recreation & Neighborhoods 2 Dryden Golf Course – 920 Sunset Ave, Modesto, 95351 Parks, Recreation & Neighborhoods 2 Creekside Golf Couse – 701 Lincoln, Modesto, 95354 Public Works Department 13 Corp Yard – 501 N. Jefferson St, Modesto, 95354 Public Works Department 13 Airport – 700 Tioga Drive, Modesto, 95354 Utilities Department 2 Compost Facility – 7001 Jennings Rd, Modesto, 95358 Utilities Department 3 Water Tank 6 – 1201 S. Carpenter Rd, Modesto, Utilities Department 2 Storage Facility – 128 Laurel Street, Modesto, Utilities Department 5 Future Facility – 4240 Litt Rd, Modesto, Parks, Recreation & Neighborhoods 1 Maddux –, Modesto, 95354 #6..
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27 AGREEMENT
This Agreement, made and entered into in the City of Modesto, State of California, this ____ day of _________, 2019, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and (enter contractor name), hereinafter called CONTRACTOR, W I T N E S S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. __________ authorizing the award of proposal and contract for the furnishing of (enter service to be performed) to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CONTRACTOR provided a responsive and responsible submittal to (enter bid number and title) that best meets CITY needs, and
WHEREAS, CONTRACTOR shall provide services to CITY as defined in the “Scope-of-Work”, attached hereto as Exhibit “B” and made a part hereof, and NOW, THEREFORE, the parties hereto mutually agree as follows:

1. THE WORK.
a. CONTRACTOR shall furnish (enter services to be performed) and insurance necessary to furnish (enter service to be performed), in strict accordance with the conditions of the complete Contract.
b. CONTRACTOR shall do and perform the service in a professional and businesslike manner under the direction of and to the satisfaction of the CITY. c. CONTRACTOR shall perform its duties under this Agreement in accordance with the standard(s) of care prevailing in its industry.
d. CONTRACTOR shall maintain proper insurance with the CITY for the duration of the contract.
e. CONTRACTOR shall maintain a CITY business license for the duration of the contract.
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28 f. CONTRACTOR shall furnish the services defined for the following contracted rates, not to exceed $(enter annual contract dollar amount) annually:

Base Rate shall be defined as the rate of pay, which shall be paid by CONTRACTOR.

2. CITY CONTACT:

City Contact:
(enter city representative name and title) Ph: (Enter phone number) Changes of a contractual or business nature shall be effected only by written change to the contract, issued by the City of Modesto, Purchasing Division.

3. TERM OF CONTRACT:

The term of the contract shall be for a period of (enter duration of contract) years.

Year 1: xxxx, 2019 through xxxx, 2020
Year 2: xxxx, 2020 through xxxx, 2021
Year 3: xxxx, 2021 through xxxx, 2022
Year 4: xxxx, 2022 through xxxx, 2023
Year 5: xxxx, 2023 through xxxx, 2024

4. LIABILITY INSURANCE:

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 CITY as may be required by the Risk Manager. 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 CITY by registered mail, return receipt requested, for all of the following stated insurance policies.
(a) 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 #6..
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29 (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.

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

Failure of CONTRACTOR to obtain and/or maintain any required insurance shall not relieve CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of CONTRACTOR concerning indemnification. CITY, and its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance polices required herein, except Workers’ Compensation, Professional Liability and Financial Institution’s Fidelity. The Workers’ Compensation insurer shall agree to waive all rights of subrogation against CITY, its agents, officers, employees, and volunteers for losses arising from work performed by CONTRACTOR for CITY.

CONTRACTOR’S insurance policy(ies) shall include a provision that the coverage is primary as respects 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 of CITY. The #6..
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30 CONTRACTOR must deliver certificates evidencing existence of the insurance to the City prior to the time contract is signed.

CONTRACTOR agrees to provide CITY with a separate endorsement evidencing proof of City’s additional insured status required herein (both general and automobile liability) as well as a separate endorsement for the Workers’ Compensation insurer’s waiver of all subrogation rights as stated above. Every endorsement shall identify the policy number.

CONTRACTOR shall provide CITY with separate an endorsement evidencing proof of the CITY’s additional insured status as to the general liability insurance policy. In addition, CONTRACTOR 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 CONTRACTOR’S insurance coverage shall be primary insurance as respects the Entity, its officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by the Entity, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’S insurance and shall not contribute with it.

CONTRACTOR further agrees that the amount of insurance required may from time to time be adjusted by CITY’s Risk Manager and CONTRACTOR agrees to file a new insurance certificate with CITY’s City Clerk evidencing the new amounts after a thirty (30) day written notice from CITY’s Risk Manager.

5. PAYMENT:

CONTRACTOR shall invoice CITY weekly. All invoices shall be paid in full within thirty (30) days after completion and acceptance of the service by the City, and receipt of a properly prepared invoice in duplicate, subject to cash discounts allowed and stated in this proposal document.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
CONTRACTOR shall establish a separate billing account number for each CITY department and/or division. #6..
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31 At a minimum invoices shall state the following:
 City department/division name and address
 Billing period
 Service hours worked day and week
 Unit price, extended price, sales tax and total

6. INDEMNITY:

The CONTRACTOR shall hold the CITY, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, 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, 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.

In the indemnity clause contained herein CONTRACTOR agrees to defend, indemnify and hold CITY harmless from the negligence of its employees, among other risks. 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 relating to the operation of CITY owned vehicles by CONTRACTOR’s employees is apportioned to CONTRACTOR in accordance with the provisions contained in Indemnity 6.

7. ARBITRATION:

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, (except as approved below) resolved by final binding arbitration before the American Arbitration Association (AAA), utilizing its Commercial Arbitration Rules. One Arbitrator shall be selected using AAA procedures. The Arbitrator shall use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. The Arbitrator shall #6..
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32 render a written decision within thirty (30) calendar days of the hearing. The Arbitrator will not award attorney’s fees, or punitive, incidental, consequential, treble or other multiple or exemplary damages, and the parties hereby agree to waive and not seek such damages. Either party may seek judicial relief to compel the other party to comply with the provisions of this Section, or injunctive or other equitable relief to protect its intellectual property rights, provided (unless prohibited by applicable law) that the remainder of the dispute or claim is submitted to arbitration.

The arbitration shall be held in Modesto California; both parties give their irrevocable consent to jurisdiction of courts of or in the State of California, as well as processes of the AAA in California. Awards shall be final, binding and non-appealable (except on the minimal grounds required under the Federal Arbitration Act or other applicable law). All awards may be filed with one or more courts, state, federal or foreign having jurisdiction over the party against whom such award is rendered or its property, as a basis of judgment and of the issuance of execution for its collection.

8. GOVERNING LAW:

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, U.S.A., without giving effect to its conflicts of laws provisions or principles.

9. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced as soon as possible after receipt of the Notice to Proceed for this contract. The Notice to Proceed shall not be issued until the contract administrator receives and has on file:

Proofs of insurance (approved by Risk Management);
Executed Agreement;
a. Resolution No. ____________ attached hereto as Exhibit “A” and made a part hereof; b. Scope-of-Work, attached hereto as Exhibit “B” and made a part hereof;

10. TERMINATION OF SERVICES:
a. The CITY reserves the right to discontinue service with the CONTRACTOR upon failure to meet contractual expectations and/or obligations, as recommended by the Purchasing Manager, or his designee, in #6..
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33 conjunction with the using departments. The CITY reserves the right to review the service CONTRACTOR’s performance at any time with or without the knowledge or consent of the CONTRACTOR.

Cancellation of services shall be determined by the collaborative efforts of the Purchasing Manager, or his or her designee, and using departments, after reviewing the incident(s) of failure to perform. b. Either party may terminate the contract in its unilateral discretion for any or no reason by providing at least ninety (90) days written notice to the other of its desire to terminate.

11. COMPLIANCE WITH ALL LAWS:

CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the work described, designated and shown upon the plans herein referred to, 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.

12. CONTRACT DOCUMENTS:

The complete contract between the parties hereto consists of this agreement, and all exhibits, and the following documents which are incorporated herein by this reference:
a. Resolution No. _____________;
b. Scope-of-Work;
c. Insurance Certificates,
d. City of Modesto Standard Specifications and General Provisions.

These documents include important legal requirements, procedures and restrictions and should be reviewed by CONTRACTOR. They are available for review during normal business hours in the Department of Finance, Purchasing Division). All documents specified above are intended to operate so that any work called for in any one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents.

13. NOTICES:

Any notice, payment or instrument required or permitted by this Contract to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar week following #6..
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34 deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

CONTRACTOR: Contact Name (or designee)
Company Name
Company Address
City, State, zip
Company Phone #
Contact email
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.

14. SIGNATOR(IES) FOR CONTRACTOR:

The undersigned signator(ies) for CONTRACTOR warrant(s) and represent(s) that he/she/they is/are legally competent to execute the contract and has/have full authority to execute this contract.

15. ASSIGNMENT:

Neither this agreement nor any portion thereof shall be subcontracted or assigned without the written consent of the CITY in each and every instance.

16. MISCELLANEOUS:

Time is of the essence in every provision of this contract.

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. #6..
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35 _________, adopted by the Council of the City of Modesto on the _____________-day of _____________________, 2019 and _____________________has caused this Agreement to be duly executed.

CITY OF MODESTO,
Company Name
A municipal corporation
By:__________________________ By:_________________________________ JOSEPH P. LOPEZ (Signature)
CITY Manager
By:_________________________________
(Name & Title)
ATTEST: Date:_______________________________
By:______________________ By:_________________________________ STEPHANIE LOPEZ (Signature)
CITY Clerk
_________________________________
(SEAL) (Name & Title)

Date:_______________________________
APPROVED AS TO FORM:

By:_________________________________
ADAM U. LINDGREN
City Attorney
By:_____________________________
CHRISTINA D. ALGER
Human Resources Manager (Risk)
Signature Requirements
Corporation:

1.Signature of two (2) officers
or

2.Signature of one (1) officer plus the
corporate seal.

Partnership: Signature of one partner
Sole Proprietorship: Signature of proprietor
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 25, 2023
August 24, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Sewer Trunk Rehabilitation on Grimes, Mercy & Woodland Ave Project Engineering Services Agreement with Carollo Engineers
CONTACT: Cristian Ciotau, Senior Civil Engineer, [email protected], 209-577-5260 DESCRIPTION:

Consider an Engineering Services Agreement with Carollo Engineers, Inc. of Walnut Creek, CA, for the Sewer Trunk Rehabilitation on Grimes, Mercy & Woodland Ave Project, in an amount not to exceed $1,540,000 and forwarding to Council for approval. (Funding Source: Wastewater 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 West Trunk is one of the City’s five major trunk lines that convey flows to the City of Modesto Regional Water Recycling Facility - Sutter Campus (Sutter Campus). The West Trunk is approximately 8.9 miles long and conveys approximately 35 percent of the City’s total average dry weather flow. The measured flows taken during the Sewer Flow Monitoring & Inflow/Infiltration Study were 5.9 million gallons per day (MGD) (Average Flow) and 15.2 MGD (Peak Wet Weather Flow).

The City’s Wastewater Collection System Master Plan includes the rehabilitation of the West Trunk from the Woodland Lift Station to the Dryden Box located at the Sutter Campus identified as project “C-1” and was created after a condition assessment concluded that the unlined reinforced concrete pipe was beginning to show missing or protruding aggregate in the crown area. The key objective of this project is to preserve existing pipe integrity and extend its useful life.
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Finance Committee, September 25, 2023
Sewer Trunk Rehabilitation on Grimes, Mercy & Woodland Ave Project Engineering Services Agreement with Carollo Engineers

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Finance CommitteeSeptember 25, 2023

Finance Committee
September 25, 2023