Economic Development Committee
October 2, 2023

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www.modestogov.com
AGENDA
City of Modesto

ECONOMIC DEVELOPMENT COMMITTEE

COUNCIL WORKSHOP
Room 2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Monday, October 02, 2023 at 4:00 PM
Roll Call: Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
Alternates: David Wright, Nick Bavaro, Rosa Escutia-Braaton, Jeremiah Williams 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 Comment will only be in-person. Zoom will still be available for viewing and Wordly translation.

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.
“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.
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THE MEETING CAN BE VIEWED BY ZOOM VIDEO

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Joining the Committee meeting via Zoom
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PUBLIC COMMENTS IN PERSON
Three-minute time limit per speaker
Only interested persons in the audience may present these matters. Under State law, Councilmembers 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 Councilmember or the Council itself may take action to direct staff to place a matter of business on a future agenda.

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee Members and placed in the record but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com. - 2 -
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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 ITEMS – ROLL CALL VOTE REQUIRED:

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 Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time.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

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

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

Consent

1. Consider an Eighth Amendment to the Professional Design Services Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project with Dokken Engineering, increasing the Agreement to a new total amount not to exceed $9,536,933, and forwarding to Council for approval. (Funding Source: Regional Measure L)
 Motion recommending an Eighth Amendment to the Professional Design Services Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project with Dokken Engineering, increasing the Agreement amount by $37,902 from $9,499,031 to a new total amount not to exceed $9,536,933 and forwarding to Council for approval.

ENGINEERING SERVICES; John Rawles, 209-577-5253, [email protected] Consent

2. Consider the Award of Bid and Agreement for Slurry Alum to Thatcher Company of California, Inc., Sacramento CA for a total amount not to exceed $300,000 over five years and forwarding to Council for approval. (Funding Source: Surface Transportation Fund)
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 Motion recommending the Award of Bid and Agreement for Slurry Alum on an as needed basis to Thatcher Company of California, Inc., Sacramento CA, for a one-year Agreement with four one-year extension options, for an annual estimated cost of $60,000 and a total amount not to exceed $300,000 over five years and forwarding to Council for approval.

PUBLIC WORKS; John Sphar, 209-342-2235, [email protected] Consent

3. Consider an Agreement with Hach Company, Loveland, CO for Nitrate Analyzer Equipment and Field Services, for total amount not to exceed $530,000 over three years and forwarding to Council for approval. (Funding Source: Water Fund)  Motion recommending an Agreement with Hach Company, Loveland, CO for Nitrate Analyzer Equipment and Field Services, for a three-year Agreement for a total amount not to exceed $530,000; and forwarding to Council for approval.

UTILITIES; Manuel Martinez, 209-342-4592, [email protected]

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

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 2, 2023
Date: September 15, 2023
TO: Economic Development Committee
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services / City Engineer SUBJECT: State Route 132 West Freeway / Expressway – Phase 1 Project CONTACT: Toby Wells, Director of Engineering Services / City Engineer [email protected], 209-571-5542
DESCRIPTION:

Consider an Eighth Amendment to the Professional Design Services Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project with Dokken Engineering, increasing the Agreement to a new total amount not to exceed $9,536,933, and forwarding to Council for approval. (Funding Source: Regional Measure L)
STRATEGIC PLAN ELEMENT:

The SR-132 West Freeway/Expressway Project is consistent with the City Council’s 2020-2025 Strategic Plan Goal D, Ensure Safe, Reliable, Efficient Infrastructure.

BACKGROUND:

On May 2, 2017, by Resolution No. 2017-174, the City Council approved an agreement with Dokken Engineering for professional design services in the amount of $6,400,000, plus $600,000 for additional services, for a total contract amount of $7,000,000.

On January 22, 2019, by Resolution No. 2019-01, the City Council approved a First Amendment to the agreement with Dokken Engineering in the amount of $344,096, for a total contract amount of $7,344,096.

On May 7, 2019, by Resolution No. 2019-208, the City Council approved a Second Amendment to the agreement with Dokken Engineering in the amount of $144,422, for a total contract amount of $7,488,518.

On September 24, 2019, by Resolution No. 2019-441, the City Council approved a Third Amendment to the agreement with Dokken Engineering in the amount of $1,363,210, for a total contract amount of $8,851,728.
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Economic Development Committee, October 2, 2023
State Route 132 West Freeway / Expressway – Phase 1 Project

On December 8, 2020, by Resolution No. 2020-504, the City Council approved a Fourth Amendment to the agreement with Dokken Engineering in the amount of $304,270, for a total contract amount of $9,155,998.

On April 5, 2022, by Resolution No. 2022-147, the City Council approved a Fifth Amendment to the agreement with Dokken Engineering in the amount of $89,227, for a total contract amount of $9,245,225.

On August 23, 2022, by Resolution No. 2022-349, the City Council approved a Sixth Amendment to the agreement with Dokken Engineering in the amount of $154,858, for a total contract amount of $9,400,083.

On March 14, 2023, by Resolution No. 2023-105, the City Council approved a Seventh Amendment to the agreement with Dokken Engineering in the amount of $98,948, for a total contract amount of $9,499,031.

DISCUSSION:

Dokken Engineering has provided construction support throughout the construction of the State Route 132 project. The project is now substantially complete and open to traffic. Caltrans, through the City of Modesto, is expecting to grant relief of maintenance from the prime contractor in the coming weeks. There is no more construction support needed from Dokken Engineering. However, with the construction activities completed, there is additional support necessary to close out the SR132 project.

On September 5, 2023, Dokken Engineering submitted to the City a budget augmentation for additional tasks in the amount of $37,902, for a total contract amount of $9,536,933. The purpose of a requested Eighth Amendment to Dokken Engineering is to support the City during the right of way and relinquishment closeout process of the project. There are multiple parcels that the City acquired for the project which must be transferred to Caltrans or Stanislaus County.

This process requires mapping, surveying, and other engineering services best handled by the designer of record.

FISCAL IMPACT:

The Project is supported by a complex matrix of funding sources, each having a variety of requirements and constraints. The Plans, Specifications, and Estimates (PS&E) phase and Right of Way (ROW) phase of the Project is funded by a combination of CFF, County Public Facility Fees (PFF), Regional Measure L, Federal grants and state funds. Funds for the PS&E phase of the project were previously approved and are currently available in Capital Improvement Program (CIP) #100614.

The $37,902 for the Eighth Amendment to the Dokken Engineering Agreement will be paid from Project #101119 – SR 132 West Expressway. This account was created for the construction phase of the project.

The Eighth Amendment will be funded with Regional Measure L funds under the $31.8M Memorandum of Understanding (MOU) with the Stanislaus Council of Governments (StanCOG) that was presented to City Council as a separate item on September 24, 2019. No additional funding is being requested as part of this amendment as the amendment is being covered by the Regional Measure L funds currently allocated.
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Economic Development Committee, October 2, 2023
State Route 132 West Freeway / Expressway – Phase 1 Project

DOKKEN ENGINEERING AGREEMENT
Original Agreement, (including Amendments 1-7) $9,499,031 Proposed Eight Amendment – Dokken Engineering $37,902
TOTAL DESIGN & SUPPORT DURING CONSTRUCTION EXPENDITURES: $9,536,933 RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Eighth Amendment to the Professional Design Services Agreement for the State Route 132 West Freeway/Expressway - Phase 1 Project with Dokken Engineering, increasing the Agreement amount by $37,902 from $9,499,031 to a new total amount not to exceed $9,536,933 and forwarding to Council for approval.

Approved by:
_________________
Toby Wells, Director of Engineering Services/City Engineer Joseph P. Lopez, City Manager
Attachments:

1. Eighth Amendment to Agreement

2. Original Agreement

3. First Amendment

4. Second Amendment

5. Third Amendment

6. Fourth Amendment

7. Fifth Amendment

8. Sixth Amendment

9. Seventh Amendment
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Dokken Engineering -1- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project

EIGHTH AMENDMENT TO AGREEMENT FOR PROFESSIONAL DESIGN SERVICES FOR STATE ROUTE 132 WEST FREEWAY/EXPRESSWAY - PHASE 1 PROJECT This Eighth Amendment to Agreement for Professional Design Services is made with reference to the contractual agreement between the CITY OF MODESTO (“City”) and DOKKEN ENGINEERING, a California corporation (“Consultant”), entered into by the parties on the 2nd day of May, 2017, hereinafter referred to as “Original Agreement”.

This Eighth Amendment to the Original Agreement for Professional Design Services is made with regard to the following recitals:

A. Section 3.0 “COMPENSATION AND BILLING” of the Original Agreement authorized and specified a not to exceed amount of $7,000,000, inclusive of additional services, to Consultant for performing all services and furnishing all staffing and materials called for in Exhibit “A” under this Agreement.

B. On or about January 22, 2019, the parties entered into a First Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $344,095.43, and attaching corresponding Exhibits A-1 to the First Amendment “Revised Scope of Services” and Exhibit D-1 “Revised Fee Schedule.” C. On or about May 7, 2019, the parties entered into a Second Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $144,421.92, and attaching corresponding “Exhibit A-2 to the Second Amendment - Revised Scope of Services” and “Exhibit D-2 – Revised Fee Schedule.” D. On or about September 24, 2019, the parties entered into a Third Amendment to the Original Agreement, revising the scope of services and increasing the #1..
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Dokken Engineering -2- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project compensation amount by $1,363,210.14, and attaching corresponding “Exhibit A-3 to the Third Amendment - Revised Scope of Services” and “Exhibit D-3 – Revised Fee Schedule.” E. On or about December 8, 2020, the parties entered into a Fourth Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $304,270.00, and attaching corresponding “Exhibit A-4 to the Fourth Amendment - Revised Scope of Services” and “Exhibit D-4 – Revised Fee Schedule.” F. On or about April 5, 2022, the parties entered into a Fifth Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $89,227.00, and attaching corresponding “Exhibit A-5 to the Fifth Amendment - Revised Scope of Services” and “Exhibit D-5 – Revised Fee Schedule.” G. On or about August 23, 2022, the parties entered into a Sixth Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $154,858.00, and attaching corresponding “Exhibit A-6 to the Sixth Amendment - Revised Scope of Services” and “Exhibit D-6 – Revised Fee Schedule.” H. On or about March 14, 2023, the parties entered into a Seventh Amendment to the Original Agreement, revising the scope of services and increasing the compensation amount by $98,947.61, and attaching corresponding “Exhibit A-7 to the Seventh Amendment - Revised Scope of Services” and “Exhibit D-7 – Revised Fee Schedule.” I. On or about September 5, 2023, at the City’s request, Consultant submitted to City a budget augmentation for additional tasks to increase the amount of the Original Agreement, as amended, by an additional $37,902.26. The budget augmentation is attached hereto as “Exhibit A-8 to the Eighth Amendment - Revised Scope of Services” and the further revised fee schedule is attached hereto as “Exhibit D-8 – Revised Fee Schedule.” #1..
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Dokken Engineering -3- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project NOW, THEREFORE, in consideration of this Eighth Amendment to Agreement, and the mutual promises, covenants, and stipulations contained in the Original Agreement for Professional Design Services and the First, Second, Third, Fourth, Fifth, Sixth, and Seventh Amendments to Agreement, the parties agree as follows:

1. The parties agree that each of the recitals set out above is factually true and correct.

2. Section 1.1 “Scope of Services” of the Original Agreement shall be deleted and parties agree to and hereby do substitute the following in its place:
“1.1 Scope of Services: Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached to the Original Agreement and referred to therein as Exhibit “A”. In addition, Consultant shall undertake and complete the preparation of the scope of work as set forth in “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, “Exhibit A-3 to the Third Amendment”, “Exhibit A4 to the Fourth Amendment”, “Exhibit A-5 to the Fifth Amendment”, “Exhibit A-6 to the Sixth Amendment”, “Exhibit A7 to the Seventh Amendment”, and “Exhibit A-8 to the Eighth Amendment - Revised Scope of Services” incorporated herein by this reference. The Consultant shall perform all services as required in a manner compatible with the standards of its profession and shall produce a fully complete project acceptable to City.”

3. Section 2.0 “CONTRACT DOCUMENTS” of the Original Agreement shall be deleted and parties agree to and hereby do substitute the following in its place:
“2.0 CONTRACT DOCUMENTS
Contract documents consist of the following documents, including all changes, addenda, and modifications thereto:

1. Agreement and all attachments
a. Exhibit A – Scope of Services
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Dokken Engineering -4- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project b. Exhibit A-1 to the First Amendment – Revised
Scope of Services
c. Exhibit A-2 to the Second Amendment – Revised
Scope of Services
d. Exhibit A-3 to the Third Amendment – Revised
Scope of Services
e. Exhibit A-4 to the Fourth Amendment – Revised
Scope of Services
f. Exhibit A-5 to the Fifth Amendment – Revised
Scope of Services
g. Exhibit A-6 to the Sixth Amendment – Revised
Scope of Services
h. Exhibit A-7 to the Seventh Amendment – Revised
Scope of Services
i. Exhibit A-8 to the Eighth Amendment – Revised
Scope of Services
j. Exhibit B – Insurance Requirements
k. Exhibit C – Project Schedule
l. Exhibit D – Fee Schedule
m. Exhibit D-1 – Revised Fee Schedule
n. Exhibit D-2 – Revised Fee Schedule
o. Exhibit D-3 – Revised Fee Schedule
p. Exhibit D-4 – Revised Fee Schedule
q. Exhibit D-5 - Revised Fee Schedule
r. Exhibit D-6 - Revised Fee Schedule
s. Exhibit D-7 - Revised Fee Schedule
t. Exhibit D-8 - Revised Fee Schedule

2. City’s Request for Proposal

3. Consultant’s Response”

4. Section 3.1 “Compensation” of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:
“3.1 Compensation: Consultant and City agree that this Agreement is valid and enforceable only if sufficient funds are made available to the City and funding is approved by the governing body of the City. Consultant shall be paid in accordance with the schedule set forth in Exhibit “D” (Fee Schedule), attached hereto and made a part of this Agreement. In addition, Consultant shall be paid in accordance with the schedule set forth in Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, Exhibit “D6”, Exhibit “D-7”, and in Exhibit “D-8”. Fee Schedule rates shall include all work and deliverables, including travel and equipment #1..
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Dokken Engineering -5- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project described in Exhibit “D”, Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, Exhibit “D-6”, Exhibit “D7”, and Exhibit “D-8”, including direct salary costs, employee benefits, and overhead. The City may retain five percent of all periodic or progress payments made to the Consultant until completion and acceptance of all work tasks and City shall have right to withhold payment from Consultant for any unsatisfactory service until such time service is performed satisfactorily.

Consultant agrees to accept a sum not to exceed NINE MILLION,

FIVE HUNDRED THIRTY-SIX THOUSAND, NINE
HUNDRED THIRTY-TWO AND 36/100 DOLLARS
($9,536,932.36) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A" of the original agreement, “Exhibit A-1 to the First Amendment”, “Exhibit A-2 to the Second Amendment”, “Exhibit A-3 to the Third Amendment”, “Exhibit A-4 to the Fourth Amendment”, “Exhibit A-5 to the Fifth Amendment”, “Exhibit A-6 to the Sixth Amendment”, “Exhibit A-7 to the Seventh Amendment”, and “Exhibit A-8 to the Eighth Amendment”, for performance by Consultant of all of its duties and obligations under this Agreement.

A. The method of payment for this contract will be based on lump sum, unless otherwise indicated on Exhibit “D”, Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, Exhibit “D-6”, Exhibit “D-7”, or Exhibit “D-8” of this
Agreement. The total lump sum price paid to Consultant will include compensation for all work and deliverables, including travel and equipment described in Exhibit “D,” Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, Exhibit “D-6”, Exhibit “D-7”, and Exhibit “D-8” of this contract. The hourly price paid to Consultant will include compensation for all work and deliverables, including travel and equipment described in Exhibit “D-1”, Exhibit “D-2”, Exhibit “D-3”, Exhibit “D-4”, Exhibit “D-5”, Exhibit “D-6” Exhibit “D-7” and Exhibit “D-8” of this contract. No
additional compensation will be paid to Consultant, unless there is a change in the scope of the work or the scope of the project. In the instance of a change in the scope of work or scope of the project, adjustment to the total lump sum
compensation will be negotiated between Consultant and City.

Adjustment in the total lump sum compensation will not be effective until authorized by contract amendment and approved by City.

B. Progress payments may be made monthly in arrears based on #1..
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Dokken Engineering -6- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project the percentage of work completed by Consultant. If Consultant fails to submit the required deliverable items according to the schedule set forth in the Statement of Work, City shall have the right to delay payment or terminate this Contract in accordance with the provisions of Article VI Termination.

C. Consultant shall not commence performance of work or services until this contract has been approved by City and notification to proceed has been issued by City’s Project Manager. No payment will be made prior to approval of any work, or for any work performed prior to approval of this contract.

D. Consultant will be reimbursed, as promptly as fiscal procedures will permit, upon receipt by City’s Project Manager of itemized invoices in triplicate. Invoices shall be submitted no later than 45 calendar days after the performance of work for which Consultant is billing. Invoices shall detail the work performed on each milestone, on each project as applicable. Invoices shall follow the format stipulated for the Cost Proposal and shall reference the project title as noted elsewhere in this contract.

Final invoice must contain the final cost and all credits due City that include any equipment purchased under the
provisions of section 1.14 Equipment Purchase of this contract.

The final invoice should be submitted within 60-calendar days after completion of Consultant’s work. Invoices shall be mailed to City’s Project Manager at the following address:

Mr. John Rawles, c/o
Engineering Services Department
P.O. Box 642
Modesto, CA 95353
(209) 577-5253

5. Section 4.3 “Completion of Agreement” of the Original Agreement between the parties shall be deleted and the parties agree to and hereby do substitute the following in its place:
“4.3 Completion of Agreement: This Agreement shall be
completed no later than April 1, 2024, unless extended by amendment.”
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Dokken Engineering -7- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project

6. Except as herein amended or modified, the provisions of the Original Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, Fifth Amendment, Sixth
Amendment and Seventh Amendment are expressly reaffirmed and remain in full force and effect.
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Dokken Engineering -8- City of Modesto
Eighth Amendment to Agreement for Design Services dated May 2, 2017 State Route 132 West Freeway/Expressway - Phase 1 Project IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Eighth Amendment 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 24th day of October, 2023, and DOKKEN ENGINEERING has caused this Eighth Amendment to be duly executed.
(Signatures on next page)
Reviewed 9/XX/2023 by PH
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Sixth Amendment -1- City of Modesto
State Route 99/Pelandale Avenue Interchange

SIXTH AMENDMENT TO AGREEMENT
FOR
STATE ROUTE 99/PELANDALE AVENUE INTERCHANGE
This SIXTH AMENDMENT TO AGREEMENT FOR STATE ROUTE 99
PELANDALE AVENUE INTERCHANGE (“Sixth Amendment”) is made and entered into in the City of Modesto, County of Stanislaus, State of California, as of this 7th day of December, 2021, by and between the CITY OF MODESTO a municipal corporation of the State of California (“City”) and DOKKEN ENGINEERING, a California Corporation, (“Consultant”).

This Sixth Amendment to Agreement is made with regard to the following Recitals:

A. On or about March 9, 2010, City and Consultant entered into a STANDARD AGREEMENT FOR CONSULTANT SERVICES (“Agreement”).

B. On or about February 22, 2011, City and Consultant entered into an AMENDMENT TO AGREEMENT FOR STATE ROUTE 99/PELANDALE
AVENUE INTERCHANGE (“First Amendment”).

C. On or about September 14, 2011, City and Consultant entered into a SECOND AMENDMENT TO AGREEMENT FOR STATE ROUTE 99/PELANDALE
AVENUE INTERCHANGE (“Second Amendment”).

D. On or about February 14, 2012, City and Consultant entered into a THIRD AMENDMENT TO AGREEMENT FOR STATE ROUTE 99/PELANDALE
AVENUE INTERCHANGE (“Third Amendment”).

E. On or about January 22, 2013, City and Consultant entered into a FOURTH AMENDMENT TO AGREEMENT FOR STATE ROUTE 99/PELANDALE
AVENUE INTERCHANGE (“Fourth Amendment”).

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Sixth Amendment -2- City of Modesto
State Route 99/Pelandale Avenue Interchange
F. On or about April 2, 2019, City and Consultant entered into a FIFTH AMENDMENT TO AGREEMENT FOR STATE ROUTE 99/PELANDALE
AVENUE INTERCHANGE (“Fifth Amendment”).

G. Paragraph 9 “AMENDMENTS” of the Agreement states in part: “…Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work…” H. Paragraph 3 “COMPENSATION” of the Agreement states in part:
“…Consultant agrees to accept a sum not to exceed $3,011,832.00 as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit “A” and for performance by Consultant of all of its duties and obligations under this Agreement…”
I. On January 31, 2012, Consultant submitted to the City a budget augmentation for additional tasks requested by the City to be added to the Agreement for the completion of work related to acquisition of Right-of-Way to Reconstruct State Route 99/Pelandale Avenue Interchange, attached hereto as Exhibit “1” and incorporated herein by reference. Exhibit “1” identifies additional tasks to be performed by Consultant as well as Consultant’s costs for each additional task.

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Sixth Amendment -3- City of Modesto
State Route 99/Pelandale Avenue Interchange
J. On December 10, 2012, Consultant submitted to the City a budget augmentation for additional tasks requested by the City to be added to the Agreement for the completion of work related to project phasing for State bond funding of the State Route 99/Pelandale Avenue Interchange, attached hereto as Exhibit “2” and incorporated herein by reference. Exhibit “2” identifies additional tasks to be performed by Consultant as well as Consultant’s costs for each additional task.

K. On February 5, 2019, Consultant submitted to the City a budget augmentation for additional tasks requested by the City to be added to the Agreement for the design and Caltrans Encroachment approval of the State Route 99/Pelandale Avenue Interchange Phase 2 Improvements, attached hereto as Exhibit “3” and incorporated herein by reference. Exhibit “3” identifies additional tasks to be performed by Consultant as well as Consultant’s costs for each additional task.

L. On November 8, 2021, Consultant submitted to the City a budget augmentation for additional tasks requested by the City to be added to the Agreement for design revisions due to alternate storm drainage basin requirements, as approved by Caltrans, for the State Route 99/Pelandale Avenue Interchange Phase 2 Improvements, attached hereto as Exhibit “4” and incorporated herein by reference. Exhibit “4” identifies additional tasks to be performed by Consultant as well as Consultant’s costs for each additional task.

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Sixth Amendment -4- City of Modesto
State Route 99/Pelandale Avenue Interchange
M. The estimated additional tasks result in increased cost as follows:

1. THIRD AMENDMENT
i. Task 3 Right of Way Engineering; additional cost; $70,108 ii. Task 15 Right of Way Appraisal and Acquisition Services; additional cost; $267,892

2. FOURTH AMENDMENT
i. Task 15 Credit for Right of Way – Goodwill valuations; credited cost; ($45,000)
ii. Task 16 Revise Project for SR-99 Bond Schedule; additional cost; $54,000
iii. Task 17 Utilities; additional cost; $10,000

3. FIFTH AMENDMENT
i. Less Credit for Remaining Budget in Contract; credited cost ($67,859)
ii. Task 18 Phase 2 Project Management; additional cost; $22,819
iii. Task 19 Phase 2 Survey Services; additional cost; $9,006 iv. Task 20 Phase 2 Right of Way Acquisition Services:
additional cost; $91,053
v. Task 21 Phase 2 Utility Coordination and Potholing;
additional cost; $26,756
vi. Task 22 Phase 2 Draft Plan Submittal; additional cost; $47,126 DocuSign Envelope ID: 828C6200-0409-40BC-AD0D-E5F885EA1895 #1..
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Sixth Amendment -5- City of Modesto
State Route 99/Pelandale Avenue Interchange
vii. Task 23 Phase 2 Final Plans and Caltrans Approval; additional cost; $22,725
viii. Task 24 Phase 2 Special Provisions and Bid Book; additional cost; $12,125
ix. Task 25 Phase 2 Bid and Construction Support; additional cost; $8,021
x. Task 26 Phase 2 Environmental Memos; additional cost; $9,723

4. SIXTH AMENDMENT
i. Task 18.1.1 Additional Project Management with Alternate Basin Storage; additional cost; $4,819
ii. Task 20.2 Credit for Asbestos and Lead Containing Paint Survey; credited cost; ($6,653)
iii. Task 21.2.1 Additional Utility Coordination with Alternate Basin Storage; additional cost; $3,541
iv. Task 22.1.1 Revisions to 95% Plans with Alternate Basin Storage; additional cost; $7,598
v. Task 22.5.1 Prepare Revised Quantities and Estimate; additional cost; $3,283
vi. Task 23.1.1 Preparation of Response to Comments;
additional cost; $2,955
vii. Task 23.2.1 Additional Revisions to Final Plans; additional cost; $8,279
DocuSign Envelope ID: 828C6200-0409-40BC-AD0D-E5F885EA1895 #1..
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Sixth Amendment -6- City of Modesto
State Route 99/Pelandale Avenue Interchange
viii. Task 23.2.2 Revisions to Final Plans with Alternate Basin Storage; additional cost; $6,684
ix. Task 23.3.1 Draft Storm Water Data Report and Revisions with Alternate Basin Storage; additional cost; $8,601
x. Task 23.3.2 Alternative Basin Storage Calculations with Revisions to Drainage Report; additional cost; $11,418
xi. Task 23.3.3 Final Drainage Report with Revisions to Basin Storage; additional cost; $1,882
xii. Task 24.1.1 Prepare Special Provisions with Alternate Basin Storage; additional cost; $1,718
xiii. Task 26.1 Credit for Biology Update Memo; credited cost; ($300)
xiv. Task 26.2 ISA Update Memo; credited cost; ($4,920) N. The aforementioned estimated additional tasks increase the amount of the Agreement by a net of $655,260. The amounts listed above are the estimated level of effort for each task. In no case shall the total fee exceed the total contract amount under the Agreement and this Sixth Amendment without memorializing an additional written amendment to the Agreement signed by City and Consultant.

O. The parties to the Agreement and to this Sixth Amendment understand and agree that it is necessary to modify Paragraph 1 of the Agreement entitled “SCOPE OF SERVICES”.

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Sixth Amendment -7- City of Modesto
State Route 99/Pelandale Avenue Interchange
P. The parties to the Agreement and to this Sixth Amendment understand and agree that it is necessary to modify Paragraph 3 of the Agreement entitled “COMPENSATION”.

NOW, THEREFORE, in consideration of the mutual covenants, promises and agreements contained herein, the parties mutually agree as follows:

1. The recitals and exhibits set forth above and as set forth in the Agreement, First, Second, Third, Fourth, and Fifth Amendments are incorporated by this reference and hereby made a part of this Sixth Amendment.

2. Except as provided herein, the terms used in this Sixth Amendment shall have the same meaning as the same terms have in the Agreement, the First Second, Third, Fourth, and Fifth Amendments.

3. Unless expressly amended by this Sixth Amendment, all the terms and provisions of the Agreement, First, Second, Third, Fourth, and Fifth Amendments shall remain in full force and effect.

4. Paragraph 1 of the Agreement entitled “SCOPE OF SERVICES” shall be deleted and the parties agree to and hereby do substitute the following in its place:

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached to this Agreement and referred to herein as Exhibit “A” or “Project”. In addition, Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached to the DocuSign Envelope ID: 828C6200-0409-40BC-AD0D-E5F885EA1895 #1..
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Sixth Amendment -8- City of Modesto
State Route 99/Pelandale Avenue Interchange
Third, Fourth, Fifth, and Sixth Amendments to Agreement For State Route 99/Pelandale Avenue Interchange and referred to therein as Exhibits “1”, “2”, “3”, and “4”. The Consultant shall perform the services as described in said Exhibit “A”, Exhibit “1”, Exhibit “2”, Exhibit “3”, and Exhibit “4” in a manner compatible with the standards of its profession and shall produce a fully complete project as described in Exhibit “A”, Exhibit “1”, Exhibit “2”, Exhibit “3”, and Exhibit “4” acceptable to City.

5. Paragraph 3 of the Agreement entitled “COMPENSATION” shall be deleted and the parties agree to and hereby do substitute the following in its place:

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed THREE

MILLION FIVE HUNDRED NINETY-NINE THOUSAND TWO
HUNDRED THIRTY-THREE AND 00/100 DOLLARS
($3,599,233.00) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit “A” to this Agreement, Exhibit “1” to the Third Amendment, Exhibit “2” to the Fourth Amendment, Exhibit “3” to the Fifth Amendment, and Exhibit “4” to the Sixth Amendment to Agreement for State Route 99/Pelandale Avenue Interchange, as well as for performance by Consultant of all duties and obligations under this Agreement, the Third Amendment, the Fourth Amendment, the Fifth Amendment, and the Sixth Amendment to Agreement for State Route 99/Pelandale Avenue Interchange.

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Sixth Amendment -9- City of Modesto
State Route 99/Pelandale Avenue Interchange
The compensation shall be paid pursuant to and in the
manner and at the time set forth below:

Professional services received by the City under this
Agreement and the First, Second, Third, Fourth, Fifth, and Sixth Amendments to Agreement for State Route 99/Pelandale Avenue Interchange shall be paid for on a “cost-plus-fixed-fee” basis, as called for in Exhibit “A” of this Agreement, Exhibit “1” of the Third Amendment, Exhibit “2” of the Fourth Amendment, Exhibit “3” of the Fifth Amendment, and Exhibit “4” of the Sixth Amendment to Agreement for State Route 99/Pelandale Avenue Interchange. Consultant shall prepare and City agrees to pay Consultant for monthly billings, which include detailed tasks, hours worked, and billable rates for work completed.

The City shall reimburse the Consultant for actual costs incurred by the Consultant in performance of the work called for in Exhibit “A” of this Agreement, Exhibit “1” of the Third Amendment, Exhibit “2” of the Fourth Amendment, Exhibit “3” of the Fifth Amendment, and Exhibit “4” of the Sixth Amendment to Agreement for State Route 99/Pelandale Avenue Interchange on the monthly billings, which include detailed receipts for actual costs paid by Consultant in the interest of the project.

In addition to the allowable incurred costs, the City will pay the consultant a fixed fee of $181,495. The fixed fee is nonadjustable DocuSign Envelope ID: 828C6200-0409-40BC-AD0D-E5F885EA1895 #1..
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Sixth Amendment -10- City of Modesto
State Route 99/Pelandale Avenue Interchange
for the term of the contract, except in the event of a significant change in the scope of work and such adjustment is made by contract amendment.

7. Except as herein amended or modified, the provisions of the Agreement, First Amendment, Second Amendment, Third Amendment, Fourth Amendment, and Fifth Amendment are expressly reaffirmed and remain in full force and effect.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Sixth Amendment in duplicate by its City Manager and attestation by its City Clerk under authority of Resolution No. 2021-________, adopted by the Council of the City of Modesto on the 7th day of December, 2021, and DOKKEN ENGINEERING, has caused this Sixth Amendment to be duly executed in duplicate.
(Signatures on next page)
11/10/2021 Approved by A. Mog
DocuSign Envelope ID: 828C6200-0409-40BC-AD0D-E5F885EA1895 459
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________
DANA SANCHEZ, Interim City Clerk

CONSULTANT,
________________________________
BY: ____________________________
By _____________________________
Name Title
BY: ____________________________
By _____________________________
Name Title
APPROVED AS TO FORM:

BY: ____________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

BY: ____________________________
CHRISTINA D. ALGER
Director of Human Resources (Risk)
Consultant’s Federal ID # ___________
* Corporations - signature of two (2) officers
required or one (1) officer plus corporate seal.

Partnership - signature of a partner required Sole
Proprietorship - signature of proprietor
required
DocuSign Envelope ID: 828C6200-0409-40BC-AD0D-E5F885EA1895

DOKKEN ENGINEERING
Vice President
68-0099664
Matt Griggs
Secretary Cathy Chan
12/16/2021
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110 Blue Ravine Rd, Suite 200, Folsom, CA 95630-4713 • Tel: 916.858.0642 • Fax: 916.858.0643 • www.dokkenengineering.com November 8, 2021
Ms. Sandeep Sandhu
Associate Engineer
City of Modesto
1010 Tenth Street, Suite 4600
Modesto, CA  95354
RE:   State Route 99/Pelandale Avenue Interchange
Request for Sixth Amendment
Dear Ms. Sandhu:

The purpose of this letter is to request a sixth amendment to the existing State Route 99/Pelandale Avenue Interchange Design Contract between the City of Modesto and Dokken Engineering related to design revisions needed after completion of 95% design to reduce the right of way impacts to the Carls Jr restaurant.  The design concept revisions include changing the storm water basin design criteria to reduce the storage requirements for Caltrans stormwater and design modifications to the roadway width, utility relocations, striping and lane configurations on Pelandale Avenue and Sisk Road resulting in reduced right of way requirements from the Carls Jr.

The proposed additional scope of services are described in more detail on the attached Exhibit 4, Scope of Services by task. The cost associated with each task is broken down also in Exhibit 4, Cost Proposal.  The existing contract amount, previously approved Amendments and the contract total with this request for Sixth Amendment are shown in the following table.

ITEM TOTAL AMOUNT
Original Contract   $3,011,832
Amendment #1 $0
Amendment #2 $0
Amendment #3 $338,000
Amendment #4 $19,000
Amendment #5 $181,495
Amendment #6 $48,906
CONTRACT TOTAL $3,599,233
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110 Blue Ravine Rd, Suite 200, Folsom, CA 95630-4713 • Tel: 916.858.0642 • Fax: 916.858.0643 • www.dokkenengineering.com Dokken Engineering appreciates the City’s continued trust in us as we work to deliver this important project.  Please contact me at (916) 858‐0642 if additional information is needed.

Sincerely,

DOKKEN ENGINEERING
Matthew N. Griggs, P.E.

Project Manager
Attachments:

Exhibit 4
o Scope of Services
o Cost Proposal
File 2432‐052

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STATE ROUTE 99/PELANDALE AVENUE INTERCHANGE
Sixth Amendment, Phase 2 – Page 1
CONTRACT AMENDMENT #6 PHASE 2 SCOPE
REVISED 11/4/2021
EXHIBIT 4, SCOPE OF SERVICES
The following Scope of Services is a sixth Amendment for Phase 2 to support design revision concepts and implementation for Caltrans approval. The purpose of the Design Concept Revisions will be to complete the City’s Phase 2 Project obligations without requiring the relocation of Carls Jr. The Caltrans drainage basins (#1‐#5) were approved with a reduced storm safety factor by Caltrans Hydraulics, allowing the Phase 1 basin configuration to remain. The need for a full acquisition was eliminated, and modifications to the intersection reduce the sliver acquisition even further.

The design concept revisions include changing the storm water basin design criteria to reduce the storage requirements for Caltrans stormwater, introduction of a left turn pocket to Carl’s Jr, and modifications to the striping and lane configurations on Sisk Road and Pelandale Avenue Intersection.  The implementation of the design services includes:
1) Partial right of way acquisition of the Carl’s Jr. Parcel (APN 135‐029‐022), 2) intersection drainage improvements, 3) traffic signal modifications, 4) possible relocation of shallow in‐road utilities, 5) modifications to the widening of Pelandale Avenue for a right turn lane 6) revisions to signing and striping on each intersection leg, 7) updating the Storm Water Data Report, 8) Drainage report investigation, submittal, and reviews.

This scope of services assumes a Caltrans Encroachment Permit will be required for construction due to modifications on the west leg of the intersection extending into the State’s access control limits.

TASK 18 – PHASE 2 PROJECT MANAGEMENT

18.1.1 Additional Project Management with Alternate Basin Storage This task includes project management duties including meetings, progress reports and management of the team for the revised scope of the Phase 2 Project. While this is a relatively minor design project, it still requires significant management duties to manage the revised strategy and gain approval.

TASK 20 – PHASE 2 RIGHT OF WAY ACQUISITION SERVICES
Bender Rosenthal, Inc confirms remaining dollars are sufficient for the revised concept and remaining right way process.

20.2 Asbestos and Lead‐Containing Paint Survey
Scope of services included GeoCon to perform an asbestos‐containing material (ACM) and lead‐containing paint (LCP) survey at the Carl’s Jr. site. The Carl’s Jr. building will not be demolished with revised concept. Funds will be reallocated to new scope of services.

GeoCon will perform an asbestos‐containing materials (ACM) and lead‐containing paint (LCP) survey at Carl’s Jr. site.  This includes:
 Collecting up to 45 bulk samples for asbestos analysis by polarized light microscopy (PLM);  Analyzing up to 4 bulk asbestos samples, if necessary, using PLM point counting (400); #1..
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STATE ROUTE 99/PELANDALE AVENUE INTERCHANGE
Sixth Amendment, Phase 2 – Page 2
 Collecting up to 6 bulk paint samples for total lead analysis;  Analyzing up to 4 paint samples, if necessary, for soluble lead analysis; and  Preparing a report summarizing the survey and bulk sampling results.

Representative bulk samples of suspect ACM will be collected and submitted using standard chain‐of‐ custody documentation to a laboratory accredited under the National Voluntary Laboratory Accreditation Plan (NVLAP) for the analysis of asbestos in bulk material samples. Samples will be tested using PLM according to the EPA‐recommended method. Results of analyses will be presented as estimated percentages of asbestos by type (e.g., amosite, chrysotile, crocidolite).

Representative paint samples of suspect LCP will be collected and submitted using standard chain‐of‐ custody documentation to a laboratory accredited by the DPH for lead analysis. It is not Geocon’s intent during this inspection to conduct an evaluation of lead‐based paint hazards in accordance with HUD guidelines. The samples will be analyzed for soluble and/or total lead content using EPA‐recommended methodologies.

The report will summarize the survey and bulk sampling results.

TASK 21 – PHASE 2 UTILITY COORDINATION

21.1.1 Additional Utility Coordination with Alternate Basin Storage Dokken will update the utility coordination from abandonment to potential relocation of any shallow facilities or facilities in conflict with proposed improvements.  Utility owners include City of Modesto, PG&E, AT&T, Comcast, and MID.  Utility coordination will continue to follow the standard process of notification, identification and notice of conflicts, and notices to owners to relocate (if necessary).

TASK 22 – PHASE 2 DRAFT PLAN SUBMITTAL

22.1.1 Revisions to 95% Plans with Alternate Basin Storage Dokken will prepare draft plans for the revised concept. The draft plans will be complete, intended for review by the City prior to 95% submittal to Caltrans District 10.  The plans will be modified to address the City comments and submitted with the encroachment permit application to Caltrans.   The plans will be prepared in Caltrans Standard format, similar to those prepared for the Phase 1 project.  Quantities and an estimate for programming will be prepared based on these plans in Task 22.5.1 below.

No planting or irrigation are anticipated.

22.5.1 Prepare Revised Quantities and Estimate
Dokken will adjust the item list, quantities and Engineer’s Estimate based on the revised concept. The quantities and estimate will be updated with each submittal.

TASK 23 – PHASE 2 FINAL PLANS AND CALTRANS APPROVAL
The final plans include revisions necessary to the design, plans and quantities to obtain approval from the City and an approved encroachment permit from Caltrans. #1..
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STATE ROUTE 99/PELANDALE AVENUE INTERCHANGE
Sixth Amendment, Phase 2 – Page 3

23.1.1 Preparation of Response to Comments
Upon receipt of comments from Caltrans on the resubmittal of the 95% (and from the City), Dokken will prepare responses and make revisions necessary to the design, plans and quantities.

23.2.1 Additional Revisions to Final Plans
Included in the 95% submittal (June 2021) was a drainage analysis and drainage report focusing on Basin #3.

The analysis and report required more research of Phase 1 details and grading analysis than anticipated.

Response to comments from Caltrans on the draft submittal took more analyzing and describing than originally expected, also.

23.2.2 Revisions to Final Plans with Alternate Basin Storage Dokken will make revisions necessary to the design, plans and quantities to obtain approval from the City and an approved encroachment permit from Caltrans.

23.3.1 Draft Storm Water Data Report and Revisions with Alternative Basin Storage Caltrans has required the SWDR from the Phase 1 project be revised to the new required Department template. The existing SWDR was approved in 2012; however, the format has undergone a major revision since that time. Dokken will take the SWDR from the Phase 1 Project and revise it to address the phase 2 project specifically. The format will be updated to the new template and will include the information needed to meet all the requirements stated in the Caltrans PPDG. Dokken will revise the SWDR for the new concept, assuming a Short Form will be allowed, Caltrans confirmed.

23.3.2 Alternative Basin Storage Calculations with Revisions to Drainage Report Dokken will perform analysis and calculations for Caltrans drainage basins (#1‐#5) to reduce the storm safety factor, allowing the Phase 1 basin configuration to remain. Dokken will coordinate with Caltrans Hydraulics to format the Drainage Report in a manner that Caltrans Hydraulics can approve the reduce safety factor.

Dokken will work with the City on design concepts that relate to the intersection directly effected by the basin configuration.

23.3.3 Final Drainage Report with Revisions to Basin Storage Dokken will finalize the Drainage Report to meet Caltrans Hydraulics requests for the approved storm safety factor.

TASK 24 – PHASE 2 SPECIAL PROVISIONS AND BID BOOK

24.1.1 Prepare Special Provisions with Alternate Basin Storage Dokken will update the special provisions for the revised concept, continuing to use Caltrans 2018 Standard Specifications and Special Provisions. The special provisions will be modified as appropriate to meet City standards and requirements for local streets and utility work. The special provisions will be prepared, signed, and stamped by a Professional Engineer registered in the State of California.

TASK 26 – PHASE 2 ENVIRONMENTAL REVALIDATION MEMOS
Scope of services included environmental efforts related to biology and hazardous materials to support Caltrans completion of an environmental revalidation for the Phase 2 project.  Hazardous materials will not #1..
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STATE ROUTE 99/PELANDALE AVENUE INTERCHANGE
Sixth Amendment, Phase 2 – Page 4
change from Phase 1, as the Carl’s Jr. site will no longer be demolished.

26.1 Biology Update Memo
Dokken has reviewed the latest species lists and prepared a new memorandum to clarify and explain that no new species have been listed that affect the Phase 2 work.   Dokken will update the Paleontology Mitigation Plan to reflect the Phase 2 Project per Caltrans’ request.

26.2 ISA Update Memo
Dokken will obtain the latest records to confirm the ISA is still valid for the Carl’s Jr property.  If new records are found, Dokken will update and reissue the ISA.  Updates to any ISA requires a site inspection, which is included in this scope of work.

END OF SCOPE
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CITY OF MODESTO
Sixth Amendment, Phase 2 Cost Proposal
Revised 11/4/21

MATT GRIGGS, PE
Project Manager

AMANDA KONIECZKA, PE
Project Engineer

JOE OSTDIEK, PE, TE
Senior Engineer
STAFF
Senior Engineer

RICHARD SANDERS, PE
Associate Engineer

EDWARDO SIMONSEN, PE
Associate Engineer

DANIEL YUN
Assistant Engineer

TIM CHAMBERLAIN
Senior Environmental Planner
STAFF
Environmental Planner
Jim Brake
Senior Geo/Eng/Sci
Chris Giuntoli
Senior Project Geo/Eng/SCi
Dirk Hansen
Draftsman
Christina Boeschen
Word Processing
$249 $152 $182 $185 $129 $150 $97 $152 $111 $187 $122 $125 $83 TASK 18 PHASE 2 PROJECT MANAGEMENT 12 12 24 $4,819 24 $4,81918.1.1 Additional Project Management with Alternate Basin Storage 12 12 24 $4,819 24 $4,819TASK 20 PHASE 2 RIGHT OF WAY ACQUISITION SERVICES -2 -6 -8 -$1,413 -2 -24 -2 -2 -30 -$1,525 -$5,240 -38 -$1,525 -$6,653

20.2 Asbestos and Lead-Containing Paint Survey -2 -6 -8 -$1,413 -2 -24 -2 -2 -30 -$1,525 -$5,240 -38 -$1,525 -$6,653 TASK 21 PHASE 2 UTILITY COORDINATION 8 24 32 $3,541 32 $3,54121.2.1 Additional Utility Coordination with Alternate Basin Storage 8 24 32 $3,541 32 $3,541TASK 22 PHASE 2 DRAFT PLAN SUBMITTAL 12 4 4 16 56 92 $10,882 92 $10,882

22.1.1 Revisions to 95% Plans with Alternate Basin Storage 4 4 16 40 64 $7,598 64 $7,598

22.5.1 Prepare Revised Quantities and Estimate 8 4 16 28 $3,283 28 $3,283TASK 23 PHASE 2 FINAL PLANS AND CALTRANS APPROVAL 12 88 14 16 191 321 $39,819 321 $39,819

23.1.1 Preparation of Response to Comments 8 2 4 8 22 $2,955 22 $2,95523.2.1 Additional Revisions to Final Plans 2 16 8 4 34 64 $8,279 64 $8,27923.2.2 Revisions to Final Plans with Alternate Basin Storage 16 4 8 24 52 $6,684 52 $6,684

23.3.1 Draft Storm Water Data Report and Revisions with Alternative Basin Storage 2 10 68 80 $8,601 80 $8,60123.3.2 Alternative Basin Storage Calculations with Revisions to Drainage Report 6 34 49 89 $11,418 89 $11,418

23.3.3 Final Drainage Report with Revisions to Basin Storage 2 4 8 14 $1,882 14 $1,882TASK 24 PHASE 2 SPECIAL PROVISIONS AND BID BOOK 2 8 10 $1,718 10 $1,71824.1.1 Prepare Special Provisions with Alternate Basin Storage 2 8 10 $1,718 10 $1,718TASK 26 PHASE 2 ENVIRONMENTAL MEMOS -4 -36 -40 -$600 -$5,220 -40 -$600 -$5,22026.1 Biology Update Memo -$300 -$300 -$300 -$300

26.2 ISA Update Memo -4 -36 -40 -$300 -$4,920 -40 -$300 -$4,920 TOTAL HOURS 24 122 18 4 32 271 -4 -36 431 -2 -24 -2 -2 -30 401 TOTAL COST $5,980 $18,597 $3,272 $516 $4,784 $26,216 -$610 -$4,010 -$600 $54,146 -$375 -$2,924 -$250 -$166 -$1,525 -$5,240 -$2,125 $48,906 TOTAL
HOURS
Exhibit 4, Cost Proposal
Task Description TOTAL COST

DOKKEN ENGINEERING
OTHER
DIRECT

TOTAL COST COSTS
OTHER
DIRECT
COSTS
TOTAL
HOURS
Geocon Consultants, Inc.

TOTAL
HOURS
OTHER
DIRECT
COSTS

TOTAL COST
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________

DIANE NAYARES-PEREZ, CMC,
City Clerk
________________________________
BY: ____________________________
By _____________________________
Name Title
BY: ____________________________
By _____________________________
Name Title
APPROVED AS TO FORM:

BY: ____________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

BY: ____________________________
JOE F. RODRIGUEZ, Risk Manager
Federal ID # ___________
DocuSign Envelope ID: 642F4957-B2F1-4E4B-9FED-4B88B6B83FD4

DOKKEN ENGINEERING

MATT GRIGGS
68-0099664

VICE PRESIDENT

CATHY CHAN SECRETARY
4/4/2023
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
EXHIBIT A-7, TO THE SEVENTH AMENDMENT

REVISED SCOPE OF SERVICES
Revised February 8, 2023
This amendment includes additional design services outside the scope of work of the Phase 1 project.

These additional services are requested by the City.

Dokken will prepare the design of 19 curb ramps between Morse Road and Carpenter Road (5,500 feet) on Kansas Avenue to facilitate the pavement rehabilitation. The plans will include 150 feet of infill sidewalk.

There are six elements to this work covered in the tasks below:
1) Obtain topographic survey of all areas to be affected by construction of sidewalk and curb ramps.
2) Review the existing curb ramps features including slopes, landings, clear widths, drainage, visual and tactile warnings.
3) Review right of way constraints to verify new improvements will be within project ROW. 4) Prepare an environmental revalidation for the extended project limits and obtain Caltrans approval (assuming no additional technical studies are required). 5) Review existing drainage flow patterns to verify gutter flowlines terminate into existing inlets. 6) Prepare plans and quantities for the reconstruction of 19 curb ramps along Kansas Avenue from Morse Road to Carpenter Road.

TASK 41.7 – Kansas Ave ADA Curb Ramps and Sidewalk (HOURLY) DESIGN:

Dokken will conduct a field visit making note of which curb ramps are ADA compliant and which ones are non-conforming. Dokken will create a summary report based on the field measurements and findings.

Dokken will review the project Right of Way mapping and evaluate which curb ramp locations require TCE.

Dokken will review the existing gutter flowlines to ensure the reconstruction of the curb ramps do not change the existing drainage patterns. With the exception of possibly adding new inlets to existing vertical rock well drains, it is assumed the existing local street drainage will be unchanged.

Dokken will review the existing electrical systems impacted by the Dokken designed ADA curb ramps but no electrical design is anticipated. With the exception of possibly detailing, the replacement of existing signal detection loops and push button relocations.

Dokken will prepare change order plans and quantities to implement reconstruction of non-conforming ADA curb ramps along Kansas Avenue from North Dakota Avenue to Carpenter Road. The change order plans will include updated layout sheets, new construction detail sheets, and new quantity sheets.

DocuSign Envelope ID: 642F4957-B2F1-4E4B-9FED-4B88B6B83FD4 #1..
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1

ENVIRONMENTAL REVALIDATION
Supplemental Cultural Documentation: While the majority of additional work is within the previously approved Archaeological Area of Potential Effects (APE) limits, and the entirety of the work is within the Architectural APE limits, some of the proposed curb ramp replacements to be ADA compliant do fall outside of the previously approved Archaeological APE limits. There is no potential for the proposed work to impact archaeological resources, as all work is within existing improvements and would not involve ground disturbance below the existing base. Dokken will coordinate with Caltrans District 10 cultural resource staff to determine the level of documentation necessary. If required, Dokken will complete a Supplemental Historic Property Survey Report with a minor revalidation of the APE for Caltrans approval and signature. No cultural pedestrian surveys or additional Native American consultation is required for this minor change in the APE limits.

CEQA/NEPA Revalidation: To document the additional work to repair Kansas Avenue and install curb, gutter, sidewalks and ADA compliant curb ramps, a CEQA/NEPA revalidation of the EIR/EA will be required.

The CEQA/NEPA Revalidation will describe the changes in project design. There are no applicable changes in environmental setting, environmental circumstance, environmental impacts, or new avoidance, minimization, or mitigation measures. The CEQA/NEPA Revalidation would be completed and sent to Caltrans for review/signature.

Assumptions:
1) Any required utility relocation coordination will be done by the City. 2) Any ROW services will be done by the City.
3) Existing drainage patterns will be perpetuated.

TASK 41.8 – Survey Support for Kansas Ave Curb Ramps (HOURLY) Dokken will prepare a survey request exhibit for the surveyor. This exhibit will specify all the required survey shot necessary to design ADA compliant curb ramps.

Northstar will provide topographic surveying for the design of 19 curb ramps between Morse Road and Carpenter Road and define a section of right of way from Rosemore Avenue to Carpenter Road. The surveys will include ground shots necessary to design the curb ramps along with shots on the adjacent flowlines and grades. At Mercy Avenue, Northstar will take shots of the general area for the addition of a new curb ramp and new sidewalk.

Northstar will draft in breaklines of the existing curb ramps based on the field shots taken.

Northstar will reconcile the right of way for a stretch of Kansas Avenue from Rosemore Avenue to just beyond Carpenter Road. The right of way for this segment was not part of the SR-132 project needs.

TASK 41.9 – Project Closeout Support to City (HOURLY)
Dokken will provide the City with continued project closeout support as the final project construction records are completed and turned over to Caltrans. This support may include extended as-built plan DocuSign Envelope ID: 642F4957-B2F1-4E4B-9FED-4B88B6B83FD4 #1..
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SR132 WEST FREEWAY/EXPRESSWAY – PHASE 1
requests from Caltrans, closeout of the right of way mapping, and possible support to complete the right of way relinquishment procedures.

End of Amendment No. 7.

DocuSign Envelope ID: 642F4957-B2F1-4E4B-9FED-4B88B6B83FD4 #1..
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DESIGN SUPPORT DURING CONSTRUCTION - ADDITIONAL DESIGN TASKS State Route 132 West Freeway/Expressway - Phase 1 Project Exhibit D-7, Revised Fee Schedule
TASK
Matthew Griggs, PE(Project Manager)Richard Sanders, PE (Roadway PE)Joe Ostdiek, PE, TE (Senior Traffic Engineer)Ashley Orsaba-Finders, PE (Senior Engineer)A. Konieczka, E. Espinoza, F. Enriquez,(PE, Senior Engineers)Martin Maechler, PE(Senior Engineer) Associate EngineerAssistant EngineerEnvironmental ManagerSenior Environmental Planner $254.47 $155.51 $189.44 $180.96 $172.47 $220.54 $155.51 $113.10 $212.06 $152.68 TASK 41 - ADDITIONAL DESIGN SUPPORT 32.00 150.00 30.00 36.00 8.00 24.00 236.00 4.00 56.00 576.00 14,000 $98,947.61 576.00 $14,000.00 $98,947.61

41.7 – Kansas Ave ADA Curb Ramp and Sidewalk 16.00 100.00 30.00 12.00 24.00 180.00 4.00 56.00 422.00 $60,863.47 422.00 $60,863.47

41.8 - Survey Support for Kansas Ave Curb Ramps 14,000 $14,000.00 - $14,000.00 $14,000.00

41.9 - Project Closeout Support to City 16.00 50.00 24.00 8.00 56.00 154.00 $24,084.13 154.00 $24,084.13 -
TOTAL HOURS 32.00 150.00 30.00 36.00 8.00 24.00 236.00 4.00 56.00 576.00 576.00 TOTAL COST $ 8,143 $ 23,326 $ 5,683 $ - $ 6,209 $ 1,764 $ 3,732 $ 26,691 $ 848 $ 8,550 $14,000 $98,947.61 $14,000.00 $98,947.61 Total Hours Direct Costs Total Cost GRAND TOTAL - HOURS GRAND TOTAL - DIRECT COSTS GRAND TOTAL - TOTAL COSTS 2/8/2023, Revised

DOKKEN TOTALS
DocuSign Envelope ID: 642F4957-B2F1-4E4B-9FED-4B88B6B83FD4 #1..

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 2, 2023
Date: September 13, 2023
TO: Economic Development Committee:

Sue Zwahlen, Chair
Chris Ricci, Vice Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Purchase Agreement for Slurry Alum
CONTACT: John Sphar, Streets Manager, [email protected], 209-342-2235 DESCRIPTION:

Consider the Award of Bid and Agreement for Slurry Alum to Thatcher Company of California, Inc., Sacramento CA for a total amount not to exceed $300,000 over five years and forwarding to Council for approval. (Funding Source: Surface Transportation Fund) STRATEGIC PLAN ELEMENT:

This recommended action supports the City’s Strategic Plan Area of Focus: “Quality of Life”:
engage partners across the community to ensure the safety, resilience, and attractiveness of Modesto; Goal D: ensure safe, efficient, and reliable infrastructure through proactive community investment, maintenance and sustainability efforts; Strategy 1: create and implement a comprehensive street and road maintenance plan.

BACKGROUND:

The City of Modesto Public Works Department, Streets Division’s main function is to serve in a preventative maintenance capacity. This is mostly accomplished through the City’s Slurry Seal program. Slurry sealing is used as the primary means of asphalt preservation. Slurry sealing also completely covers any crack sealing or patching done as prep work in the designated Slurry area, preventing more serious pavement failure from occurring. Slurry Alum is an essential additive that makes up the Slurry emulsion along with Slurry Oil and Slurry Rock.

In FY 2022-23, the Streets Division added a second slurry truck with an anticipated production increase of 1.5 times. Additionally, there has been a market increase for materials of approximately 22-24% across the industry. With the productivity increase and market adjustments, a formal agreement would allow for the necessary requested budgetary increases and eliminate increases from the vendor without approval.

DISCUSSION:
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Economic Development Committee, October 2, 2023
Purchase Agreement for Slurry Alum

On October 20, 2022, the City Manager authorized the Purchasing Manager to solicit the procurement for Slurry Alum.

On March 13, 2023, the Purchasing Division issued Invitation for Bids (IFB) 2223-32 via Planet Bids for Slurry Alum on the City’s Planet Bids public bidding website under various commodity codes.1 Prospective bidders were notified online and via email of the bid opportunity. Six companies chose to download the IFB document, one chose to respond. Staff contacted prospective bidders and inquired as to why they did not submit a bid. Four of these were bid houses which push the project out to their client database. The other vendor was too busy to respond.

On March 13, 2023, bids were formally opened by the City Clerk and broadcast via Microsoft Teams Livestream. One vendor who is not local responded with a formal bid. Based on providing the lowest and only responsive and responsible bid, staff recommends awarding the agreement for Slurry Alum to Thatcher Company of California, Inc., Sacramento, CA for a oneyear agreement with four one-year extension options, for a $60,000 estimated annual amount and $300,000 over the five years.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $50,000 for material, equipment, or contractual services to follow formal bid procedures.

The award of bid and agreement for Slurry Alum to Thatcher Company of California, Inc., Sacramento, CA, conforms to the Modesto Municipal Code because the City complied with the formal bid procedures and Thatcher Company of California was the lowest and sole responsive and responsible bidder.

FISCAL IMPACT:

The spending activity for the last five years has been provided below:

FISCAL YEAR SPEND
FY 18/19 $7,887
FY 19/20 $12,856
FY 20/21 $8,005
FY 21/22 $18,844
FY 22/23 $30,629
FY 23/24 PROJECTED $48,708
TOTAL $126,929
*Note - The slurry season is May-Oct. and crosses between Fiscal Years The anticipated cost of $300,000 will be absorbed within the current Streets Division 1700- 53130-53150 Fiscal Year 2023-24 operating budget.
1Commodity Codes: 74500- Road and Highway Building Materials (Asphaltic) 75000- Road and Highway Building Materials (Not Asphaltic) 75077- Sand and Gravel 91223- Construction, General (Backfill Services, Digging, Ditching, Road Grading, Rock Stabilization, Etc.)
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Economic Development Committee, October 2, 2023
Purchase Agreement for Slurry Alum

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Award of Bid and Agreement for Slurry Alum on an as needed basis to Thatcher Company of California, Inc., Sacramento CA, for a one-year Agreement with four one-year extension options, for an annual estimated cost of $60,000 and a total amount not to exceed $300,000 over five years and forwarding to Council for approval.

Approved by:

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

1. Agreement

2. Thatcher Bid Submittal for IFB 2223-32

3. IFB (Invitation for Bid)

4. Cost Abstract
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1 ANNUAL PURCHASE AGREEMENT #254574

FOR SLURRY ALUMINUM WITH

THATCHER COMPANY 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 Thatcher Company of California, Inc., a Calfornia Corporation, hereinafter called VENDOR, W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2023-xx authorizing the Award of Bid and agreement for the furnishing and delivery of SLURRY ALUMINUM (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the VENDOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the furnishing and delivery of SLURRY ALUMINUM as described in IFB 2223-32, attached hereto as Exhibit “C” and made a part hereof, and

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

1. TERM OF AGREEMENT: The term of the AGREEMENT shall be for a period of ONE YEAR with FOUR one-year extension options at the sole discretion of City, for a total of up to five years.

Year one: October 31, 2023 THROUGH October 30, 2024
Year two: October 31, 2024 THROUGH October 30, 2025
Year three: October 31, 2025 THROUGH October 30, 2026
Year four: October 31, 2026 THROUGH October 30, 2027
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2 Year five: October 31, 2027 THROUGH October 30, 2028

2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $60,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $300,000.

B. Pricing during AGREEMENT Year one shall be as set forth in Attachment A Pricing, attached hereto and made a part hereof by this reference.

C. Pricing shall remain firm for the first year of the AGREEMENT.

D. Price increases for each subsequent AGREEMENT years two, three, four, and five, shall be negotiated in good faith by the parties, but in no instance may exceed the net percentage increase during the prior 12-month period in the Federal Bureau of Labor Statistics’ Consumer Price Index (CPI) for West Urban Area. Requests for price increases in any renewal year shall be submitted by VENDOR in writing at least 60 days prior to the annual anniversary date of the AGREEMENT.

3. USAGE: Vendor shall provide whatever quantities may be required during the term of this Agreement. No minimum or maximum quantities are guaranteed or implied by CITY.

4. ORDERING: Vendor shall deliver GOODS to the location specified within CITY’s purchase order. Unless otherwise specified by the Purchasing Division, no GOODS may be delivered to CITY unless a purchase order has been provided by CITY to VENDOR.

5. PAYMENT: All invoices shall be paid in full by CITY after completion and acceptance of the GOODS by the City, and receipt of a properly prepared invoice submitted by VENDOR via email to [email protected] . As specified by the Purchasing Division, every invoice must reference this AGREEMENT number or CITY’s purchase order number. VENDOR will be paid by CITY via the following payment method “Net 30 terms via CITY’s ePay Program”.

6. AMENDMENTS: No changes to this AGREEMENT shall be effective unless documented by a written amendment to this AGREEMENT and signed by the parties hereto with CITY represented by the Purchasing Division.

7. TERMINATION:

A. 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 30 days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

B. CITY may terminate this AGREEMENT for convenience upon 30 days prior notice to VENDOR by CITY’s authorized employee.

8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either #2..
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3 reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR 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. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

9. RESPONSIBILITY: Unless otherwise specified, the VENDOR shall be responsible for all GOODS until delivered at CITY’s designated delivery point and shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.

10. SHIPMENT: Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered F.O.B. Destination Freight Prepaid and Included in Price of GOODS. VENDOR may not collect freight collect or charge shipping expenses otherwise to CITY. Original receipted freight bill must accompany the invoice. Shipment must be made within the time stated on Purchase Order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control and without the fault or negligence of VENDOR.

11. CHANGES: A purchase order may at any time, by written order of the CITY, be changed regarding the GOODS to be furnished, quantities ordered, unit price, discount, delivery point or arrangements, terms or any other matters affecting a valid PO. In the event such change causes an increase or decrease in the cost of performance hereunder, and equitable adjustment will be made for the cost thereof, subject to the approval of the Purchasing Manager, and written notice given therefore.

12. WARRANTY: Notwithstanding any other provisions of the purchase order, VENDOR warranties for the GOODS shall extend for 90 days after delivery thereof to CITY, shall meet or exceed all original manufacturer warranties, and that GOODS shall be of the most suitable grade as specified in this AGREEMENT, VENDOR’s own marketing materials and in the purchase order. Moreover, VENDOR warrants and represents that GOODS shall comply with the warranty of merchantability. If a defect is discovered in any GOODS covered in this AGREEMENT, VENDOR shall correct at its expense, including transportation/freight, such defects as are reported within one year of final acceptance.

13. INSURANCE: Any purchase order where work, maintenance, or service is performed on CITY property requires appropriate insurance. VENDOR shall ensure proper insurance certificates are on file with the CITY prior to performing onsite work. Contact CITY’s Purchasing Division to verify the type of insurance required.

14. TAX EXEMPTIONS: The CITY is exempt from payment of federal excise tax. All invoices shall be exclusive of such excise tax. Moreover, if the CITY’s purchase is not subject to sales tax, the statement for resale will appear in the body of the purchase order.
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4 15. INDEMNITIES:

A. VENDOR agrees to protect, indemnify and save harmless CITY and its agents, officers, employees, and volunteers from any claim, loss or damage from VENDOR’s, or the GOODs’, infringement of trademarks, patents, copyrights and unfair competition action with to any third party.

B. VENDOR shall hold the CITY and 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 subcontractors 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 for VENDOR to procure and maintain a policy of insurance VENDOR.

16. 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 law provisions or principles.

17. VENUE: 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.

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. LIMITATION OF LIABILITY: The CITY shall not be responsible for any damage that may accrue by reason of the death or injury of the person of the Vendor’s officers, agents, employees, invitees, or licensees, or be set up at any time because of personal injury or damage to property sustained by any other person or persons, which may have been caused or contributed to, approximately or remotely, by reason of or in the course of performance of the Purchase Order. The Vendor shall assume full responsibility for the defense of any claims arising under the Purchase Order and the Vendor shall save, keep, and bear harmless the City, all officers and employees thereof, from all damages, costs, or expenses because of personal injury or property damage based on the performance of this Purchase Order or asserted against it.

20. 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: Thatcher Company of California, Inc.

P.O. Box 27407
Salt Lake City, UT 84127-0407
Zach Brackus
Phone (916) 389-2517 ext 1417
Email [email protected]
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5 CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Kim Presson
Phone (209) 577-5375
Email [email protected]
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

21. ASSIGNMENT: Neither this AGREEMENT nor any portion hereof shall be subcontracted or assigned without the written consent of the City in each and every instance.

22. MISCELLANEOUS: Time is of the essence in each and every provision of this AGREEMENT.

23. ENTIRE AGREEMENT: This AGREEMENT and its exhibits contain the entire understanding between VENDOR and CITY. Additional or new terms contained in this AGREEMENT which vary from VENDOR’S bid are controlling and are deemed accepted by VENDOR by provision of any GOODS 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.

24. 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. #2..
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6 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2023- adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2023 and Thatcher Company of California, Inc. has caused this Agreement to be duly executed. #2..
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7 ATTACHMENT A
ANNUAL PURCHASE AGREEMENT NO 254574

SLURRY ALUMINUM

CONTRACTUAL PRICE LIST
Item No. Item Item Description Price Per Unit of Measure A1 Slurry Aluminum Slurry Aluminum (275-gallon Totes) $ 1,303.50_/275-Gallon Totes #2..
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CITY OF

MODESTO

CALIFORNIA
INVITATION FOR BIDS ("IFB") NO. 2223-32
FOR

SLURRY ALUMINUM
BID OPENING: APRIL 11, 2023 at 11:00 A.M.

CITY OF MODESTO CONT ACT: Christine Melton, Buyer
[email protected]
(209) 341-2908
E-MAIL ADDRESS:

PHONE:
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TABLE OF CONTENTS
Page
Notice to Bidders ................................................................................................................ 3 City Contacts ...................................................................................................................... 5 Calendar of Events ............................................................................................................. 5

GENERAL REQUIREMENTS
Bid Submittal ...................................................................................................................... 7 Acceptance/Rejection of Irregular Bids ............................................................................. 7 Complete Bid Document. ................................................................................................... 7 Submittal Checklist ......................................................................................................... 7-8 Compliance/Non-Compliance ............................................................................................ 8 Pricing Format .................................................................................................................... 8 Pricing Schedule ................................................................................................................. 8 Award of Bid ...................................................................................................................... 8 Protest and Appeal Procedures ......................................................................................... l 0 REQUIRED BID SUBMISSION DOCUMENTS (Sign Wherever Indicated) Bid Form A- IFB Acknowledgement (payment info) ............................................... 15-17 Bid Form B-Bidder Company Information ................................................................... 18 Bid Form C - Pricing Schedule ........................................................................................ 19 Bid Form D - Bidder Exceptions, Clarifications, Amendments ..................................... 20 Bid Form E - Bidder Customer References ............................................................... 21-22 Bid Form F - Financial Interest Disclosure ................................................................. 23-24 Bid Form G- Support of Local Vendors ......................................................................... 25 Bid Form H-Bidder Company History Statement ....................................................... 26 Bid Form I - Addenda Acknowledgement Page .............................................................. 27 Bid Form J - Bidder Warranty Statements ...................................................................... 28 Bid Form K - Subcontractor List ..................................................................................... 29

TECHNICAL REQUIREMENTS
Scope of Work .................................................................................................................. 30

A TI ACHMENTS
Sample Annual Agreement ........................................................................................ 31-35 2 #2..
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INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM

NOTICE TO BIDDERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California ("City"), will receive at the City Clerk's office, IO 10 Tenth Street, Suite 6600, Modesto, CA 95354 sealed Bids (each, a "Bid") from qualified Bidders (each, a "Bidder") for the furnishing of SLURRY ALUMINUM equipment, materials, supplies and/or related services (the ·'Goods") for the City of Modesto, Public Works Department, Streets Division.

All equipment, materials, and supplies shall be furnished F.O.B. City of Modesto (delivery charges borne by Bidder, included in the Goods pricing herein, and not separately charged to the City). Bidders are highly recommended lo download all IFB documents from the City's Purchasing Division website at http://www.modestogov.com/257/Contracting-Bid-Opportunities;; such IFB documents shall include all specifications necessary for Bidders to submit a responsive Bid ..

Each Bid shall be sealed and filed with the City Clerk's office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 prior to April 11, 2023 at 11:00 A.M., at which time Bids will be opened, read and recorded.

The opening of bids will not be physically open to the public, but may be viewed simultaneously via video conferencing in the manner provided for herein. All Bids shall be available for review following City Council award approval at the Purchasing Division, 1010 Tenth Street, 5th Floor, Suite 5300, Modesto, CA 95354.

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

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

The City Clerk's time stamp shall be considered the official timepiece for the purpose of establishing the actual receipt of Bids. Bids will not be accepted by email or facsimile. The City of Modesto assumes no responsibility for delay in the delivery of the Bid. 3 #2..
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INVITATION FOR BIDS# 2223-32

SLURRY ALUMINUM
On the outside of the Bid envelope and courier envelope, if any, the Bidder shall indicate the following:
"NAME AND ADDRESS OF BIDDER
BID IN RESPONSE TO INVITATION FOR BIDS# 2223-32
BID OPENING DATE: APRIL 11 , 2023 AT 11:00 A.M."
Bidder must deliver your Bid by a preferred method to the appropriate location below:

MAIL TO: CITY CLERK DELIVER/ COURIER TO:

CITY OF MODESTO
P.O. BOX642
SUITE 6600, MODESTO, CA 95353

CITY CLERK

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

No Bidder may withdraw its Bid for a period of 90 days after the date set for the opening thereof. 4 #2..
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tJt
MODE TO C A LIP0 1 NIA

CALENDAR OF EVENTS
Event
IFB Issued
Written Questions Due via Email
Addendum Issued (if required)
Bid Due Date & Time
Contract A ward

CITY CONT ACT
Date
March 13,2023
March 21 , 2023
INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM
March 28, 2023(approximate date)
PRIOR 11 :00 A.M. on Tuesday, April 1, 2023
Approximately July 2023
All questions regarding these specifications, terms, and conditions shall be submitted in writing via email to the City's Purchasing Division contact named on the cover page of this IFB ("City Contact") by the date listed in the CALENDAR OF EVENTS above. The City will respond to pertinent questions through issuance of an Addendum to be available to all Bidders. All contact between Bidder and the City regarding the Bid process shall be through the City Contact. Attempts by the Bidder to contact other City personnel regarding this IFB and associated process may result in disqualification of the Bidder. Notwithstanding the foregoing, information intentionally or un-intentionally provided by any person other than the City Contact may not be correct and will not be binding upon the City.

PRECEDENCE
Bidder agrees that any agreement resulting from City's acceptance of its Bid, together with the terms in any City purchase order and associated specifications provided by the City to Bidder therewith, shall comprise the entire agreement between City and Bidder. Moreover, Bidder agrees that any additional or contrary terms contained in Bidder's acknowledgement of, shall be null and void. 5 #2..
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VIRTUAL BID OPENING
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The City of Modesto will be broadcasting Bid openings live electronically via Microsoft Teams at 11 :00 a.m. (Pacific Time) on Tuesday, April 11 , 2023. The City Clerk Record of Bid document should be available on Planet Bids by the end of the same day.

The public Bid opening for this Invitation for Bids will be available using the URL link containing the Number and Title of the Bid on the cover page, provided below. By submitting your Bid for the abovestated IFB you acknowledge, understand, and agree to this modified Bid opening procedure. • URL:https://teams.microsoft.com/https://teams.microsoft.com/l/meetupjoin/19%3ameeting NTIOYzBiMDMtNDO0Yi00YjNlL WlwZjYtYzg4ZDVjMDdkM2Mz%40threa d. v2/0?context=% 7b%22Tid%22%3a%22125ccacf-fc61-463c-9976- 189f876ff90b%22%2c%22Oid%22%3a%229715c333-c997-4dd7-8984-12cd4deaa705%22% 7d • Join Microsoft Teams Meeting Click here to join the meeting • Or call in (audio only)
+1 469-998-7409«961656049# United States, Dallas
• Conference ID: 961 656 049#
Should you have any questions regarding this, please do not hesitate to contact the Purchasing Department Contact listed on the Cover Page.
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tmt INVITATION FOR BIDS # 2223-32
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GENERAL BID REQUIREMENTS
A. BID SUBMITTAL: Bidders should submit two •'inked" (preferably blue ink) signed original Bid document, plus one copy of the signed original Bid document, and one electronic copy submitted via USB. The original Bid document shall be clearly marked. Photocopies do not constitute an original Bid. FAILURE TO FURNISH AT LEAST TWO "INKED" SIGNED ORIGINAL BID DOCUMENT MAY RESULT IN DISQUALIFICATION.

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

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

D.

E.

F.

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

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

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

COMPLETE BID DOCUMENT: The following forms constitute the makeup of a complete Bid document and shall be submitted to the City in the order listed (note - some forms require signature):
• Bid Form A - TFB Acknowledgement
• Bid Form B - Bidder Company Information
• Bid Form C - Pricing Schedule
• Bid Form D - Bidder Exceptions, Clarifications, Amendments • Bid Form E- Bidder Customer References
• Bid Form F - Financial Interest Disclosure
• Bid Form G - Support of Local Vendor
• Bid Form H - Bidder Company History Statement
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• Bid Form I - Addenda Acknowledgement
• Bid Form J - Bidder Warranty Statements
• Bid Form K - Subcontractor List
INVITATION FOR BIDS # 2223-32

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Failure to furnish any of these documents may result in disqualification.

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

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

I. AWARDOFBID:
• The City may award one or more agreements to one or more Bidder in order to provide for backup, or in case the "primary" contractor is unable to meet the City's needs. • The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California or if the bids received fail to meet the City's requirements.
• The City reserves the right to select that Bid, which best suits the City's needs. In addition to price, consideration will be given to the quality and performance of the commodity to be purchased, and the criteria listed in Modesto Municipal Code Section 8- 8 #2..
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3.203(t). Regardless of City staff's recommendation, the City Council reserves the right to award an agreement to the Bidder that best suits the City's needs as determined by the City Council whether or not said award is consistent with City staffs recommendation for award.

J. SUPPORT OF LOCAL VENDORS: Should the Bidder that submits the lowest responsive Bid or and would otherwise normally qualify to receive the Bid pursuant to Sections 8-3.203 and 8-

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

K. INDEMNITY: The successful Bidder (the "Contractor'") will be required to hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgements or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of the Contractor, its agents, officers, employees, and volunteers relating to or during the performance of its obligations under this Bid. Contractor's obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for Contractor to procure and maintain a policy of insurance. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses and defense of third-party suits, arising out of or relation to the operation of City-owned vehicles by Contractor's employees will be apportioned to Contractor in accordance with the provisions contained in indemnity.

L. BIDDER REPRESENTATION: Bidder represents that:
• Bidder has had an opportunity to examine and has examined any and all of the documents, including specifications, any resultant contract and supporting data, and that it has, from the information contained in such documents, specifications, and data, fully acquainted itself with all conditions relevant to the work. • Bidder has made all reasonable investigations essential to a full understanding of the difficulties, which may be encountered in performing the work. • Bidder will complete the proposed provision of Goods for the compensation stated in any resultant agreement.
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•
•
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Bidder assumes full and complete responsibility for all conditions relevant to the proposed provision of Goods and all risks in connection therewith.

Bidder represents that it is fully qualified to perform the proposed provision of Goods in accordance with the terms of any resultant agreement within the time specified therein.

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

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

Protest Procedures
• Only a Bidder who has submitted a Bid is eligible to submit a protest against the City's Announced Decision.
• Subcontractors are not eligible to submit bid protests. • A Bidder may not rely on the bid protest submitted by another bidder, but must timely pursue its own protest.
• A written protest to an Announced Decision must be made to the City of Modesto's Director of Finance no later than ten days after the date of the Announced Decision. • The protest shall be delivered or sent by registered mail and received by the City by the deadline, or protest will be automatically rejected. Protestors who choose to be represented by legal counsel are responsible for the associated expenses. • The protest shall be accompanied by a certified or cashier's check in the amount of $300.00, (except for protests of Federally Funded agreements), made payable to the #2..
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Clerk of the City of Modesto. Protests filed without the requisite fee will be rejected without any additional review.
• The protest filed with the Director of Finance shall:
a. Include the name, address, email address and business telephone number of the protestor;
b. Identify the protest by name, Invitation for Bid (IFB) or Request for Proposal (RFP) number, and IFB/RFP date;
c. The bid protest must contain a complete statement of the basis for the protest and all supporting documentation. The protest must refer to the specific portion or portions of the Contract Documents upon which the protest is based; d. Include all supporting documentation, if any. Documentation submitted after filing deadline will not be reviewed.
• Bid Protests: A Bidder shall follow, in order, the following steps:
a. Protest to Director of Finance: Upon receipt of a complete and timely protest, the Director of Finance shall review all the submitted materials and shall create and retain a written record of the review. The Director of Finance shall respond at least generally to each material issue raised in the protest not later than ten days after receipt of the protest. Notice of the Director of Finance's decision may be given by letter mailed through U.S. Postal Service.
b.

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

City Clerk's Office
Attn: Director of Finance
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

City Clerk's Office
Attn: Director of Finance
PO Box 642
Modesto CA 95353
Appeal to Deputy City Manager: At the protestor's discretion, the decision of the Director of Finance may be appealed in writing to the City of Modesto's Deputy City Manager(s) no later than ten days after the date of the Director of Finance's Decision. The scope of the appeal shall be limited by the issues raised in the initial protest to the Director of Finance. The Deputy City Manager shall not be permitted to review any newly raised issues. The Deputy City Manager shall 11 #2..
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review the appeal, accompanying supporting documents, if any and the written records of the protest review by the Director of Finance. A written record of the Deputy City Manager's review shall be created and maintained. The Deputy City Manager shall give notice of their decision to the protestor within ten days after receipt of appeal.

Further protest appeals shall either be delivered to:

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

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

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

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

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

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

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

The protest shall be heard not later than twenty days after receipt of protestor's request for hearing and the selection of a hearing officer. Protests not made in a timely manner shall be deemed withdrawn, unless the City and the protestor mutually agree otherwise in writing. The protestor's failure to accept a hearing officer after the third attempt by City staff to identify an impartial hearing officer shall be deemed a withdrawal of the protest.

The costs of the hearing officer and expenses of the protest shall be borne by the protestor. The sums deposited with the request for hearing shall be credited to the costs of the hearing officer and other hearing expenses. e. Mandatory Alternative Process for Protests of Procurements Obtained with Federal Funds: If the protested procurement involves federal funds, the Deputy City Manager, City Council, or hearing officer shall give notice, accompanying their respective decisions, to the protestor that he or she has the right to appeal to the appropriate federal agency, for which an agency name, contact (where available) and address shall be provided by City staff. Such an appeal shall be filed with the appropriate agency within seven business days of the dispatch or rejection notices to the protestor. Federal agencies may entertain protests alleging that the City has failed to adopt written protest procedures or has failed to follow such procedures. The City Council is the highest authority of the City of Modesto and its decisions are final. A disappointed Bidder for a contract involving expenditures of Federal funds shall have the right to appeal the City Council decision directly to the federal agency as described herein. 13 #2..
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BID SUBMITTAL CHECKLIST

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

Bidder's Bid must contain the following applicable elements completed as described more-fully herein.

The following checklist is provided solely for Bidder's use in reviewing the completeness of your submission (please note which forms require signature):

COMPLETE BID ELEMENTS
Bid Form A - IFB Acknowledgement
Bid Form B - Bidder Company Information
Bid Form C - Pricing Schedule
Bid Form D - Bidder Exceptions, Clarifications, Amendments Bid Form E - Bidder Customer References
Bid Form F - Financial Interest Disclosure
Bid Form G - Support of Local Vendors
Bid Form H-Bidder Company History Statement
Bid Form I - Addenda Acknowledgement
Bid Form J -Bidder Warranty Statements
Bid Form K- Subcontractors List
X
X
X
X
X
X
X
N/A
X
X
X
NIA
Bidder's submission should include all City of Modesto forms. If any form is not applicable, Bidder should write or type ''Not Applicable" on it but still include the form in your submission. 14 #2..
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BID FORM A - IFB ACKNOWLEDGEMENT
The City is soliciting Bids from qualified firms (each a "Bidder" to fulfill the City's requirements per the specifications, terms and conditions contained in this Invitation for Bids ("Invitation for Bids" or "IFB").

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

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

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

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

4. Award: (a) Unless otherwise specified by the Bidder or the IFB gives notice of an all-or-none award, the City may accept any item or group of items of any Bid. (b) Bids are subject to acceptance by the City at any time within 60 days of opening, unless otherwise specified in the IFB. A Bidder shall not change its bid if accepted within such time. (c) A valid, contract based on the sample agreement attached to the IFB and the submitted bid shall be mailed, or otherwise furnished, to the successful Bidder within the time for acceptance specified, and such contract shall be a binding agreement without further action by either party. The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

S. 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 unpatented invention, article or appliance furnished or used in connection with the contract or purchase order.
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6. Samples: Samples of items, when required shall be furnished free of expense to the City and if not destroyed by test may upon request (made when the sample is furnished), be returned at the Bidder's expense.

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

8. Payment Terms and Methods: Bidder will be able to choose from either of the following payment methods and associated timings:
(a) Option A (Preferred): City of Modesto ePay Payment: This secure payment methodology is preferred by an increasing number of the City"s suppliers. On Net 30-day timing, you will receive a single-use Master Card number with a detailed remittance for each payment. You will process the payment though your POS/Card tenninal. The payment remittance will be sent from [email protected] via email and will contain the following information:
• 16-digit credit card number
• Expiration date
• Security code
• Total dollar amount of invoices to be paid
• Invoices reference numbers and corresponding amounts
ePay results in small percentage rebate of 1.0% to the City through the card issuer. That rebate amount will be considered by the City in its evaluation of Bidder's pricing proposal hereunder.

Information about enrolling in MasterCard ePay program can be obtained from the City's contact listed on the Cover Page of this IFB.
(b) Option B - Manual Check: On Net 45 Day timing, the City will mail a hardcopy check to Bidder. The payment will be deemed to have been made when the check envelope is mailed 16 #2..
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via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period. Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff.

9. California Government Code Section 4552: In submitting a Bid to the City, the Bidder offers and agrees that if the Bid is accepted, it will assign to the City all rights title and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of 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 tender's final payment to the Bidder.

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

11. Two "Inked" Signed Original Bid Document Required: Failure to furnish two "inked" signed original Bid document may result in disqualification. One additional copy and one electronic copy provided on a USB drive will accompany the "inked" originals.

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

THE undersigned acknowledges receipt of the referenced IFB and/or Addenda and offers and agrees to provide the Goods specified on behalf of the Bidder indicated in Bidder's Bid Forms A through K, attached hereto and made a part hereof, for the pricing proposed on the Pricing Schedule.

Bidder Company Name: Thatcher Company of California, Inc.

Bidder Headquarters Address: P. 0. Box 27407
City/State/Zip: Salt Lake City, UT 84127-0407
Signature/Title/Date: -/JlY(. ~
Michael T. Mitchell/President/April 6, 2023
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B.

C.

D.

E.

F.

G.

H.

I.

J.

K.

L.

INVITATION FOR BIDS# 2223-32

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BID FORM B - BIDDER COMPANY INFORMATION
Bidder Company Thatcher Company of California, Inc.

Full Legal Name
Bidder Company
Marketplace (or DBA) Name
Type of Legal Entity: L Corporation, registered in California (State) _ Limited Liability Company, registered in ( tate)
_ Partnership registered in ( tate)
- ole Proprietorship, registered in ( tate)
Other (Describe) -
Headquarters Address (Street P. 0. Box 27407
Address City tate Salt Lake City, UT 84127-0407
Country Po tal Code):

Website Addre s: www. tchem.com
Contact Person Details: ame: Zach Brackus
Title: Market Analyst
Phone (Office): (916) 389-2517 ext. 1417
Phone (Mobile): N/A
Mailing Address (Street Address, City State, Postal Code): P. 0 . Box 27407 Fax Number: (916) 389-2516 SLC, UT 84127-0407
Email: [email protected]; [email protected] Federal ax.payer 95-2944197 Identification Number (TIN):

Dun & Bradstreet (DUN ) 01-478-7908
Number:
ames and Titles of Top Craig N. Thatcher, C.E.O.

Michael T. Mitchell, President Three Bidder Officers: nl:,ne T. R:1rlnw ~ . Years in Business: 48 years Bidder Office Address 8625 Unsworth Avenue
Closest to City of Modesto Sacramento, CA 95828
(Street Address, City State
Countrv, Postal Code):

City of Modesto Business 1296672
Licen e umber (noteprovide only if available now
- - but not required until any
contract begins):
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BID FORM C -PRICING SCHEDULE
All labor, materials, equipment, tools, fuel, licenses, bonds, insurance and other expenses necessary for Bidder to perform the required provision of Goods shall be included in Bid pricing. Bid must be submitted on the below Pricing Schedule provided. No alterations should be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on Bid Form D - Bidder Exceptions, Clarifications, Amendments.

Item No. Item Item Description Price Per Unit of Measure Al Slurry Aluminum Slurry Aluminum (275-gallon Totes) $ 1,303.50 /275-Gallon Totes ePav $(- 13.035 )
Total Items: $ 1,290.47 /Total
Additional Goods: $ N/A /TBD
Payment Terms:

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

Choose One:
• Option A (Preferred): City of Modesto ePay Payment on Net 30 Day Timing: 2L_ Choose by checking( ✓) here. If selected, for bid comparison purposes, Bidder's pricing will be reduced by the City of Modesto's average ePay card program rebate percentage· or ePay Email Address: Thatcher Company of California, Inc. will provide ePay account information upon award. • Manual Check Payment Mailed by US Postal Service First Class Mail Only on Net 45 Day Timing:
_ Choose by checking ✓) here.

THE undersigned acknowledges receipt of the referenced IFB and any associated Addenda and offers to furnish the Goods specified, in accordance with the specifications, terms and conditions of this IFB and these Bid d ocuments, fi or h . d. d th P . . S h d l t e pncmg m 1cate on e ncmg c e u e.

Bidder Company Name: Thatcher Company of California, Inc.

Name of Bidder Signatory: Michael T. Mitchell
Signature of Bidder Representative: MvV\__--- NOTE: Appendices A and B form part of our proposal. 19 #2..
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BID FORM D - BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS Exceptions to the City of Modesto's IFB package, sample agreement and associate specifications are not encouraged and may cause Bidder to be considered not responsible and/or its Bid to be considered not responsive. Therefore, if no exceptions clarifications or amendments are proposed by Bidder, it is preferred that Bidder so indicate by typing or writing "Not Applicable" in the Description field in the first item row below. Less preferred, Bidder may indicate no exceptions, clarifications or amendments are proposed by leaving this form out of its' Bid submission.

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

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

Item# Reference To: Description
Page# Section or
Para~raph # None.

Bidder Company Name: Thatcher Company of California, Inc.

Name of Bidder Signatory: Michael T. Mitchell
Signature of Bidder Representative: ~4-~
20 #2..
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INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM

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

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

Company Name: Corona City
Address: 755 Public Safety Way
City, State, Zip Code: Corona, CA 92880
Contact Person: Dominic Luma
Email Address: [email protected]
Telephone Number: (951) 739-4914
Type of Business or
Governmental
Agency: Government municipality.

Date Range of
Service: 7/1/2022 - 6/30/2023
Annual Contract Value $ 426,124
Company Name: Stockton County Water Agency
Address: 6767 East Main St.

City, State, Zip Code: Stockton, CA 95215
Contact Person: Jim Wunderlich
Email Address:

Telephone Number: (209) 748-0537
Type of Business or
Governmental
Agency: Government municipality.

Date Range of Goods: 4/1/2023 - 3/31/2023
Annual Contract Value $ 445,900
Company Name: Placer County Waer Agency
Address: 145 Ferguson Road
Citv. State, Zip Code Auburn CA 95603
Contact Person: Lisa Sticklan
Email Address:
21 #2..
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Teleobone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value
Company Name:

Address:

City. State. Zio Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Go ernmental
Agency:

Date Range of Goods:

Annual Contract Value
(530) 450-7041
Government municipality.
2023 calendar year
$ 297,500
Inland Empire Utilities
6075 Kimball Avenue
Chino, CA 91708
Greq Dominquez
[email protected]
(805) 431-2410
Government municipality.
2023 calendar vear
$ 111,925
INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM
San Elijo Joint Power Agency
2695 Manchester Avenue
Cardiff By The Sea, CA 92007-2116
Dale Kreinbrina
(760) 753-6203 ext. 33
Government municipality.
7/1/2022 - 6/30/2023
$ 86,400
22 #2..
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tJt
M DESTO ,..llPOlN A
INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM

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

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

PLEASE NOTE, any Council action that requires a Financial Interest Disclosure cannot be considered by the City Council until the required reporting is made. That means that City Council agenda items without the disclosure will be removed from the Council agenda .
••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• Financial Interest Disclosure to City of Modesto
The Bidder shall identify any person with a financial interest in the Bidder by name, below.

For the purposes of this disclosure, a "Financial Interest" shall have the meaning contained m Modesto Municipal Code section 2-1 0.02.

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

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

10.03(h) are satisfied.

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

Print Names of Persons Having a Financial Interest in Bidder Receiving this Contract:
23 #2..
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MODESTO
(:..,u,oaN,.,
First Name Last Name
First ame, Last ame
First ame Last Name
First ame, Last ame
First ame Last ame
First Name, Last Name
First Name Last Name
First ame Last ame
First Name Last ame
First ame Last ame
First ame, Last Name
First Name, Last Name
First ame Last ame
First ame, Last ame
First ame, Last ame
None.

INVITATION FOR BIDS# 2223-32

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

Bidder Company Name: Thatcher Company of California, Inc.

Name of Bidder Signatory: Michael T. Mitchell
Signature of Bidder Repre entative: ~~~
24 #2..
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- NOT APPLICABLE -
INVITATION FOR BIDS# 2223-32

SLURRY ALUMINUM

BID FORM G - SUPPORT OF LOCAL VENDORS
otice Pursuant to Modesto Municipal Code section 8.3-206 - hould the Bidder which submits the lowest responsive Bid (and would otherwise normally qualify to recei e the Bid pursuant to Sections 8-3.203 and 8-

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

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

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

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

Check here:

D I declare I am a local business per the above criteria Bidder Company Name: Thatcher Company of California, Inc.

City of Modesto Address ( treet.

City, tate, Postal Code:

City of Modesto Business License
Number:

N/A
N/A
Under penalty of perjury, the undersigned declares tbat the foregoing information is true and correct:

Print/Type Name: Michael T. Mitchell
Title: President
Signature:

Date: April 6, 2023
25 #2..
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INVITATION FOR BIDS# 2223-32

SLURRY ALUMINUM

BID FORM H - BIDDER COMP ANY HISTORY ST A TEMENT
Bidder shall have been in business for a minimum of three continuous years (immediately prior to the time of the City's solicitation) providing the Goods and related services described in this Invitation for Bids (IFB).

The Bidder s company history overview statement shall be approximately one to three pages in length and inserted below:
••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• Bidder Company Legal Name: Insert Bidder Logo Here (if existent):

Thatcher Company of California, Inc.

In ert Bidder Company History O erview Statement Beginning Here:

See attached.
26 #2..
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THATCHER
The Wa We Sell. ..

COMPANY Striving For Excellence
Our Statement of Value-Added Sales and Service

WHO WEARE
Thatcher Company is a diversified chemical manufacturer and distributor with its headquarters located at 1905 Fortune Rd. in the Industrial Center in Salt Lake City, Utah. The company was incorporated in the state of Utah in 1967. We are a privately held company founded upon the principles of value, integrity and mutual respect.

In 1968, Thatcher Company purchased the property and buildings that had been part of the old Remington small anns plant. The site was attractive because it was zoned M-3 heavy industrial and had excellent rail and truck access. The site was also in close proximity to the company's major customers and suppliers. From the original 5 acre site, the company purchased additional property and expanded onto its present 30 acre site. Thatcher Company has grown to be a major chemical supplier in the United States and currently employs over 300 people.

Our Mission is to build long-term strategic relationships with our customers, with safety, efficiency, innovation and cost minimization brought forward in each aspect of our business association. Our approach is consultative. We work diligently to sustain and support our customer's goals of developing quality sources of chemical products and services, buying these goods and services with efficient and accurate purchase order processing, and delivering products safely and on time according to the end-users specific needs. Each of these activities is done with the utmost of professional care and courtesy.

We provide the lowest cost of ownership and therefore the best overall value to our customers by addressing all of the relevant factors, such as safety and health, quality of product specification, competitive price, delivery and support logistics, technical capabilities, environmental stewardship, and financial stability. We concentrate on each of these aspects of our commercial relationships, and thereby minimize risk for our customers.

Simply stated, we recognize that our success is predicated on the success of our customers in every aspect of their business. We are constantly "Striving For Excellence. " It's the dedication of our people that makes it possible for us to serve our markets. Our management team, headed by chemical engineers, chemists, and business professionals, leads our employees to our goal of "Striving For Excellence". With growing needs in areas of specialized chemical manufacturing and distribution, Thatcher Company is committed to fill these needs for the present and for the future
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SAFETY AND HEAL TH
Thatcher Company (TC) manages our business according to the principles and practices of Responsible Care and Responsible Distribution. As a member of the National Association of Chemical Distributors (NACD), we are committed to supporting the industry's efforts in the area of product stewardship to improve the responsible management of chemicals by its end-use customers. The company's adherence to NACD's Responsible Distribution Program is verified by a third party outside auditor.

Safety is our Number One priority. Promoting Health, Safety and Environmental Stewardship is fundamental to our long-term strategy. Safe work practices are a condition of employment. We are in compliance with all federal, state, and local health and safety laws. All of our activities are conducted using safe and environmentally sound practices with the health and welfare of our employees, our customers, and the community held in the highest regard. Our very existence depends upon it.We maintain a safety and environmental program that embodies the proper attitudes toward safety and environmental protection on the part of everyone. This program requires the total cooperation on the part of every employee in all safety, health, and environmental matters. Thatcher Company has an accident rate that is less than other companies in its industry.

In an emergency, Thatcher Company authorizes the TC Emergency Coordinator to commit the resources necessary to control an incident. This includes the mobilization of the company's 15 member HAZMA T Team and the coordination of other emergency response organizations as well as using the company's stockpile of emergency equipment We, as a company and as individuals, are committed to working safely, and shall actively promote the application, improvement and effectiveness of our safety practices as a precondition of all work.

THATCHER COMPANY SAFETY SYSTEMS: Hazardous Material Training and Certification, Emergency Response Plan, Hazard Communication and Assessment Program, Emergency Scrubber System, Mechanical Integrity Program, Process Hazard Analysis Team, Television Monitoring of the rail tank car unloading areas, Plant and Transportation Security Program, Emergency Response Equipment, Pressure Relief Systems, Remote actuated emergency shut off valves.

Our OSHA 300 log is available for review upon request.
#2..
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QUALITY PRODUCTS
All of our products that we manufacture and distribute meet the stated product specifications.

We work closely with our customers to select the correct product specification to meet their performance and economic needs. Moreover, we work with our customers to bring innovative chemical solutions to their processing needs.

Thatcher Company has five major product lines that are sold throughout the United States and exported to Canada, Mexico, Europe and the Pacific Rim. TC has a reputation in these markets for outstanding quality and superior customer service.

WATER TREATMENT CHEMICALS
TC manufactures and distributes a complete line of products for industrial and municipal water and wastewater treatment. Our specially trained sales representatives are able to conduct in depth water testing to determine the best treatment options for each individual customer.

DELIVERY AND SUPPORT LOGISTICS
STRATEGIC SOURCING. An integral part of our chemical management philosophy is to develop multiple sources of supply for any single product or item. Our strategic approach is to first identify if TC can manufacture the product to the required specification, and then to develop relationships with basic producers and other supply chain partners so that we have a primary source and a secondary source for every product.

CONTINUITY OF SUPPLY. As indicated above, we continuously assess the marketplace, both in terms of product availability and transportation resources. One of our paramount strengths is in ensuring continuity of supply with proven logistics capabilities. If we see a potential shortfall in a given product group, we change ow- supply position to ensure our customers' requirements are met (both in product availability and specification). If transportation resources become tight, we employ additional trucking and rail resources that meet our rigid selection criteria
ORDER FULFILLMENT. The inventory replenishment process described above ensures product deliveries are made on a timely basis. This process is done at the operations levels, meaning the operating needs of the customer are met without daily purchasing coordination.

TC ensures that each order is carefully executed.

TRANSPORTATION. Thatcher Company supplies customers throughout the United States as well as in foreign countries. Our fleet of 35 transportation tractors and over 115 specialized trailers accommodate the varied requirements of any chemical user. With national trucking contracts to supplement our own fleet and rail capabilities, our customers receive the most prompt service available. Our dispatch office is staffed 5 days a week from 7:00 AM to Midnight and we are on-call4/7/365. Each of our vehicles is equipped with a new Qua) Com communication system for two-way communications as well as position location equipment #2..
- 187 -
for tracking each vehicle's exact position and automated hours of service recording. Each delivery is always on call and in view.

REGULATORY COMPLIANCE. Regulatory compliance is overseen by a corporate Vice President assisted by a regulatory compliance staff of 5. It is the responsibility of the Regulatory Compliance Group to train everyone in the company to the applicable local, state and federal regulation. Training is ongoing. To insure compliance internal audits are conducted by the Regulatory Compliance Group monthly of all company operations. In addition, auditors from suppliers, customers, trade groups and regulatory agencies conduct regulatory compliance audits.

FACILITIES. With over 100,000 square feet of manufacturing area, 280,000 gallons of liquid chemical storage, 85,000 square feet of warehouse space and rail siding to accommodate 40 rail cars, Thatcher Company is well equipped to supply the most demanding chemical requirement It is because of our technical capabilities that we are able to offer our customers specialized solutions to their processing problems. We commit to actively work on opportunities to find value in our mutual work processes and in product development. Thatcher Company has the resources to learn, evaluate, create and implement valuable process improvements with our customers.

ENVIRONMENTAL AND COMMUNITY STEWARDSHIP
Thatcher Company manages our business according to the principles and practices of Responsible Care and Responsible Distribution. As a member of the National Association of Chemical Distributors, we are committed to supporting the industry's efforts in the area of product stewardship to improve the responsible management of chemicals by its end-use customers. All of our activities are conducted in an environmentally sound manner.In an emergency, Thatcher Company authorizes the TC Emergency Coordinator to commit any resources necessary to control an incident. This includes the mobilization of other emergency response organizations as well as the purchase of necessary supplies and equipment
EMERGENCY PREPAREDNESS. TC works closely with the Local Emergency Planning Committee, the Fire Department and other County and State agencies to enhance their understanding of its operations in the event of an emergency. TC is in full compliance with all local, state and federal regulations covering its operations.

It is because of our technical capabilities that we are able to offer our customers specialized solutions to their processing problems. We commit to actively work on opportunities to find value in our mutual work processes and in product development.

Thatcher Company has the resources to learn, evaluate, create and implement valuable process improvements with our customers.
#2..
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MODESTO CAllfO•l''flo\
INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM

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

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

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

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

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

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

List All Addenda Numbers, Separated by Commas 1, 2
(" ,"):

Bidder Company Name: Thatcher Company of California, Inc. 27 #2..
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March 23, 2023

CITY OF

MODESTO

CALIFORNIA
ADDENDUM NO. #1
INVITATION TO BID NO. 2223-32
FOR

SLURRY ALUMINUM
The following web site contains the complete bid package: http://www.modestogov.com/257/Contracting-BidOpportunities Bidders who do not have the complete bid package are encouraged to download the package from the City's web site.

See changes to Calendar of Events related to due date of Written Question and Addendum dates.

CALENDAR OF EVENTS
Event
IFB Issued
Written Questions Due via Email
Addendum Issued (if required)
Bid Due Date & Time
Contract A ward
Date
March 13, 2023
March 27, 2023
March 31, 2023 (approximate date)
PRIOR tol 1:00 A.M. on Tuesday, April 11 , 2023
Approximately July, 2023
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Postscript
Each proposal shall be sealed and delivered to the City Clerk's Office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 no later than Tuesday, April 11, 2023 at 11:00 A.M., at which time proposals will be opened.

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

NAME AND ADDRESS OF BIDDER
SPECIFICATION NUMBER IFB 2223-32

PROJECT NAME
BID OPENING DATE: April 11 , 2023 AT 11 :00 AM.

MAIL TO: CITY CLERK

CITY OF MODESTO
P.O. BOX 642
MODESTO, CA 95353
COURIER TO: CITY CLERK

CITY OF MODESTO
1010 10TH STREET, SUITE 6600
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 proposer may withdraw his/her bid for a period of one hundred twenty (120) days after the date set for the opening thereof.
2 #2..
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March 29, 2023

CITY OF

MODESTO

CALIFORNIA
ADDENDUM NO. #2
INVITATION TO BID NO. 2223-32
FOR

SLURRY ALUMINUM
The following web site contains the complete bid package: http://www.modestogov.com/257/Contracting-BidOpportunities Bidders who do not have the complete bid package are encouraged to download the package from the City's web site.

This Addendum addresses questions received via email submission.

Q. I would like to request the last bid tabulation for Slurry Aluminum.

A. This has not been previously put out for public bidding opportunities.

Q . Who is your current supplier?
A. That information is not currently available you can opt for a public records request provide the link below. https:/ /cityofmodestoca. next reg uest. com/
Q. What are you currently paying?
A. That information is not currently available you can opt for a public records request provide the link below. https://cityofmodestoca. next reg uest. com/
#2..
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Postscript
Each proposal shall be sealed and delivered to the City Clerk's Office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 no later than Tuesday, April 11, 2023 at 11 :00 A.M., at which time proposals will be opened.

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

NAME AND ADDRESS OF BIDDER
SPECIFICATION NUMBER IFS 2223-32

PROJECT NAME
BID OPENING DATE: April 11 , 2023 AT 11 :00 AM.

MAIL TO: CITY CLERK

CITY OF MODESTO
P.O. BOX 642
MODESTO, CA 95353
COURIER TO: CITY CLERK

CITY OF MODESTO
1010 10TH STREET, SUITE 6600
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 proposer may withdraw his/her bid for a period of one hundred twenty (120) days after the date set for the opening thereof.
2 #2..
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MODESTO
C•LlfO~H I -'
INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM

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

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

All materials, parts, labor, assemblies and components shall by subject to the warranty conditions and terms unless specifically exempted in writing by the City of Modesto . ••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••••• Bidder Company Legal Name: Insert Bidder Logo Here (if existent):

Thatcher Company of California, Inc.

Insert Bidder Warranty Statement Beginning Here:

Refer to Appendix B, Product Warranty.
28 #2..
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INVITATION FOR BIDS# 2223-32

SLURRY ALUMINUM

BID FORM K - SUBCONTRACTOR LIST
Bidder shall list the name and the address of the place of business for each subcontractor who will perform work or labor or render services to the Bidder. In addition, list the type of work the subcontractor will perform, and; (if applicable) its Department of Industrial Relations (DIR) registration number and its California Contractor's license number:

Name of Address Type of Work Contractor DIR
Subcontractor License # (if any) Registration #
(if any)
None. N/A N/A N/A N/A
Bidder Company Name: I Thatcher Company of California, Inc. 29 #2..
- 195 -
INVITATION FOR BIDS# 2223-32

SLURRY ALUMINUM

TECHNICAL SPECIFICATIONS AND REQUIREMENTS

1.0 SCOPE OF WORK:

The City of Modesto is seeking bids for the purchase and delivery of275-gallon totes of Slurry Aluminum for the Public Works Department Streets Division on an "as needed basis' for slurry surfacing with the possibility of bulk tank delivery later. Pricing shall include all labor, materials, equipment, tools, fuel and insurance necessary to do the work.

1.1 SPECIFICATION REQUIREMENTS:

A. The Slurry Aluminum shall consist of Aluminum Sulfate and other components.

Common name and synonyms CAS number
10043-01-3 27.5

72.5 1.2 DELNERY:

Location: Various Job Locations within the City of Modesto Days of Week: Monday through Friday (excluding holidays) Delivery Hours: 7:00 A.M. to 3:30 P.M. PST
City Contact: Contact information will be provided to awarded vendor All orders shall be placed by 4:00 P.M., Monday through Friday. All deliveries shall be made the following business day before 3:30 pm. Each delivery shall include a manifest and certified weigh ticket. Tags without proper City signatures will not be paid. (If City forces are not present at the site when product is delivered, it will be the responsibility of the Contractor to contact the City within twenty-four (24) hours to verify delivery, receiving written confirmation by City).

1.2.l DELIVERY REQUIREMENTS:

Each load of Slurry Alum shall be accompanied with a weigh tag and Certificate of Compliance to indicate that the Slurry Alum meets the specifications. Each delivery shall be signed for by the onsite supervisor, if delivered to a specific project site.

1.3 CHARACTER OF WORKERS:

If any person employed by the Contractor fails or refuses to carry out the direction of the City Representative, or appears to be incompetent or acts in a disorderly or improper manner, that person shall be discharged immediately from the site on the request of the City Representative or Purchasing Manager, and such person shall not again work on any City site.
30 #2..
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SAMPLE AGREEMENT

CITY OF

MODESTO

CALIFORNIA
ANNUALPURCHASEAGl,IBEMENT-GOODS
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _ _ day of ---~ 2023, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and _ ______ , a ___ ---~ hereinafter called VENDOR,
~II N .E.S..EI H:

WHEREAS, the Modesto City Council adopted Resolution No. 2021-xx authorizing the Award of Bid and agreement for the furnishing and delivery of SLURRY ALUMINUM (materials, supplies or equipment described herein (the "GOODS") to VENDOR, attached hereto as Exhibit "A " and made a part hereof, and
WHEREAS, the VENDOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit ''B " and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the furnishing and delivery of SLURRY ALUMINUM as described in IFB 2223-31 , attached hereto as Exhibit "C" and made a part hereoi and.

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

1. TERM OF AGREEMENT: The term of the AGREEMENT shall be for a period of ONE YEAR with FOUR one-year extension options at the sole discretion of City, for a total of up to five years.

Year one:

Year two:

Year three:

Year four:

Year five:

MONTH DAY, 2023 THROUGH MONTH DAY, 2024
MONTH DAY, 2024 THROUGH MONTH DAY, 2025
MONTH DAY, 2025 THROUGH MONTH DAY, 2026
MONTH DAY, 2026 THROUGH MONTH DAY, 2027
MONTH DAY, 2027 THROUGH MONTH DAY, 2028
31 #2..
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2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $ _____ . The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shaJJ not exceed $ ------
B. Pricing during AGREEMENT Year one shaJI be as set forth in Exhibit A Pricing, attached hereto and made a part hereof by this reference.

C. Pricing shall remain firm for the first year of the AGREEMENT.

D. Price increases for each subsequent AGREEMENT years two, three, four, and five, shaJI be negotiated in good faith by the parties, but in no instance may exceed the net percentage increase during the prior 12-month period in the Federal Bureau of Labor Statistics' Consumer Price Index (CPI) for West Urban Area nor the Producter Price Index (PPI). Requests for price increases in any renewal year shall be submitted by VENDOR in writing at least 60 days prior to the annual anniversary date of the AGREEMENT.

3. USAGE: Vendor shall provide whatever quantities may be required during the term of this Agreement. No minimum or maximum quantities are guaranteed or implied by CITY.

4. ORDERING: Vendor shaJI deliver GOODS to the location specified within CITY's purchase order. Unless otherwise specified by the Purchasing Division, no GOODS may be delivered to CITY unless a purchase order has been provided by CITY to VENDOR.

5. PAYMENT: All invoices shaJI be paid in full by CITY after completion and acceptance of the GOODS by the City, and receipt of a properly prepared invoice submitted by VENDOR via email to [email protected] . As specified by the.Purchasing Division, every invoice must reference this AGREEMENT nUIT\ er or CITY's purchase order number. VENDOR will be paid by CITY via the following payment method TO BE DETER 11 - D BY IFB RESPONSl: IN FINAL AGREEMENT.

ElTI IER .. Net 30 tern via CI I Y cPa)' Program·· or "Net 45 Days via manual check".]

6. AMENDMENTS: No changes to this AGREEMENT shall be effective unless documented by a written amendment to this AGREEMENT and signed by the parties hereto with CITY represented by the Purchasing Division.

7. TERMINATION:

A. 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 30 days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

B. CITY may terminate this AGREEMENT for convenience upon 30 days prior notice to VENDOR by CITY's authorized employee.
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8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY's purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR 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. Cost of inspection or deliveries or offers for delivery, which do not meet specifications will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects fraud, or such gross mistakes as amount to fraud.

9. RESPONSIBILITY: Unless otherwise specified, the VENDOR shall be cesponsible for all GOODS until delivered at CITY's designated delivery point and shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.

10. SHIPMENT: Unless otherwise authorized by CITY's Purchasing Division, GOODS shall be delivered F.O.B. Destination Freight Prepaid and Included in Price of GOODS. VENDOR may not collect freight collect or charge shipping expenses otherwise to CITY. Original receipted freight bill must accompany the invoice. Shipment must be made within the time stated on Purchase Order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control and without the fault or negligence of VENDOR.

11. CHANGES: A purchase order may at any time. by written order of the CITY, be changed regarding the GOODS to be furnished, quantities ordered, unit price, discow1t, delivery point or arrangements, terms or any other matters affecting a valid PO. Ih the event such change causes an increase or decrease in the cost of performance hereunder, and equitable adjustment will be made for the cost thereof, subject to the approval of the Purchasing Manager, and written notice given therefore.

12. W ARRA' TY: Notwithstanding any other provisions of the purchase order, VENDOR warranties for the GOODS sha11 extend for 90 days after delivery thereof to CITY, shall meet or exceed all original manufacturer warranties, and that GOODS shall be of the most suitable grade as specified in this AGREEME T, VENDOR's own marketing materials and in the purchase order. Moreover, VENDOR warrants and represents that GOODS shall comply with warranties of merchantability and fitness for a particular purpose. If a defect is discovered in any GOODS covered in this AGREEMENT, VENDOR shall correct at its expense, including transportation/freight, such defects as are reported within one year of final acceptance.

13. INSURANCE: Any purchase order where work, maintenance, or service is performed on CITY property requires appropriate insurance. VENDOR shall ensure proper insurance certificates are on file with the CITY prior to performing onsite work. Contact CITY' s Purchasing Division to verify the type of insurance required.
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14. TAX EXEMPTIONS: The CITY is exempt from payment of federal excise tax. All invoices shall be exclusive of such excise tax. Moreover, if the CITY's purchase is not subject to sales tax, the statement for resale will appear in the body of the purchase order.

15. INDEMNITIES:

A. VENDOR agrees to protect, indemnify and save harmless CITY and its agents, officers, employees, and volunteers from any claim, loss or damage from VENDOR·s, or the GOODs', infringement of trademarks, patents, copyrights and unfair competition action with to any third party.

B. VENDOR shall hold the CITY and 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 subcontractors 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 for VENDOR to procure and maintain a policy of insurance VENDOR.

16. 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 law provisions or principles.

17. VENUE: 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 tJnited States District Court for the Eastern District of California.

18. ATTORNEYS' FEES, lf a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or intecpre 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 Jn a separate action brought for that purpose.

19. LINJJTATION OF LIABILITY: The CITY shall not be responsible for any damage that may accrue by reason of the death or injury of the person of the Vendor's officers, agents, employees, invitees, or licensees, or be seLup a any ime because of personal injury or damage to property sustained by any other person or persons which ma have been caused or contributed to, approximately or remotely, by reason of or in the course of performance of the Purchase Order. The Vendor shall assume full responsibility for the defense of any claims arising under the Purchase Order and the Vendor shall save, keep, and bear hannless the City, all officers and employees thereof, from all damages, costs, or expenses because of personal injury or property damage based on the performance of this Purchase Order or asserted against it.

20. 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:
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CONTRACTOR:

CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.
2 l . ASSIGNMENT: Neither this AGREEMENT nor any portion.hereof shall be subcontracted or assigned without the written consent of the City in each and every instance.

22. MISCELLANEOUS: Time is of the essence in each and e ery provision of this AGREEMENT.

23. ENTIRE AGREEMENT: This AGREEMENT and its exhibits contain the entire understanding between VENDOR and CITY. Additional or new terms contained in this AGREEME T which vary from VENDOR'S bid are controlling and are de ed accepted by VENDOR by provision of any GOODS or other commencement of performance hereu.n,d,er. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between he IFB and this AGREEMENT this AGREEMENT shall control. All previous bid , offers and communications relative to this AGREEMENT, whether oral or written, are hereby uperseded ~ cept o th extent that they have been incorporated into this AGREEMENT. No future aiv or xcepti n to any of the terms, conditions and provisions of this AGREEMENT shall be considered alid unless specifically agreed to in writing by the parties.

24. PARTIAL INVALIDITY: If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid void or unenforceabl , the remaining provisions shall nevertheless continue in full force without being impaired or i alidated in any way.

IN WITNESS WH REOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEME in duplicate by its Director of Finance under authority of Resolution No. 2023- ?? adopte by e Counci of the ity of Modesto on the ______ day of _ _______ ~ 2023 and ____ _____ has caused this Agreement to be duly executed.

CITY OF MODESTO,
A municipal corporation
By:-------- --- DEANNA CHRISTENSEN,
Director of Finance
35 VENDOR
By: ___ ________ _
(Signature)
(Name & Title)
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THATCHER COMPANY OF CALIFORNIA, INC.
8625 Unsworth Avenue, Sacramento, CA 95828
CHEM

MAILING ADDRESSES
Address Then E-mail Contracts & Agreements To:

Thatcher Company of California, Inc.

Attn: Craig N. Thatcher, C.E.O.

P. 0 . Box 27407
Salt Lake City, UT 84127-0407
Phone (916) 389-2517
Fax (916) 389-2516
craig. [email protected] and wendy. [email protected] Address Then E-mail Requests For Bids & Quotations To:

Mail Payment:

Thatcher Company of California, Inc.

Attn: Craig N. Thatcher, C.E.O.

P. 0 . Box 27407
Salt Lake City, UT 84127-0407
[email protected]
Thatcher Company of California, Inc.

LB 1106
P. 0 . Box 35146
Seattle, WA 98124-5146
Order Placement: Customer Service (916) 389-2517 [email protected] 24/7 Customer & Transportation Service: (800) 375-7758
E-mail Requests For Certificate of Insurance: [email protected] Bid Tabulation: [email protected]
zach. [email protected]
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THATCHER COMPANY OF CALIFORNIA, INC.
8625 Unsworth Avenue, Sacramento CA 95828

APPENDIX A
CHEM

FORCE MAJEURE

PERFORMANCE
Phone (916) 389-2517
Fax (916) 389-2516
(a) Performance of any obligation under this contract may be suspended by the party so affected without liability in the event of an Act of God; war; fire; flood; strike; explosion; labor trouble; mechanical breakdown; accident, riot, governmental action, laws, regulations or orders (including, but not limited to, pollution, health, ecology or environmental matters); Seller's inability to obtain fuel, power, raw materials, or equipment used in connection therewith on terms it deems practicable; or any other cause beyond the reasonable control of either party interfering with the production, supply, transportation or consumption practice of the party at the time which delays, prevents, restricts, limits or renders commercially infeasible, the performance of this contract or the consumption, sale or use of the goods, except as to the goods already in transit. (b) The affected party may invoke subparagraph (a) or (b) by promptly notifying the other party in writing of the nature and the estimated duration of the suspension or cancellation of the party's performance. The total quantity hereunder shall be reduced by the quantity not delivered during the term of the suspension or cancellation without liability, and the contract shall otherwise remain unaffected.

In no event shall Seller be required to ship the goods from Seller's or, if applicable, its affiliates' other locations or to purchase the goods or components thereof from other sources to fulfill the contract requirements. Seller may, without liability, allocate its supply of such goods or raw materials among its own uses, or distribute it among its customers upon such basis and in such manner as Seller deems fair and reasonable, provided that any goods or raw materials obtained by Seller from a third party solely for Seller's internal use are not subject to allocation.

Date: April 12, 2017
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THATCHER COMPANY OF CALIFORNIA, INC.
8625 Unsworth Avenue, Sacramento CA 95828

APPENDIX B
CHEM

PRODUCT WARRANTY
Phone (916) 389-2517
Fax (916) 389-2516
SELLER'S LIMITED WARRANTY: SUBJECT TO THE LIMITATIONS LISTED BELOW, Seller warrants that at the time of delivery the goods will conform to the attached specifications, that Seller will convey good title thereto, and that the goods will be delivered free from any lawful security interest, lien or encumbrance.

EXCLUSION AND DISCLAIMER OF ALL OTHER WARRANTIES: THE LIMITED

WARRANTIES LISTED ABOVE ARE SELLERS SOLE AND EXCLUSIVE
WARRANTIES WITH RESPECT TO THE GOODS. SELLER MAKES NO OTHER

WARRANTIES, EITHER EXPRESS OR IMPLIED, WHETHER WITH RESPECT TO ITS

RECOMMENDATIONS, INSTRUCTIONS, GOODS, APPARATUS, PROCESS OR

OTHERWISE, AND SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES,

WHETHER OF MERCHANTABILITY, SUITABILITY, FITNESS FOR A PARTICULAR PURPOSE OR OTHERWISE.

LIMITATIONS OF REMEDIES AND SELLER'S LIABILITY:
(a) BUYER'S EXCLUSIVE REMEDY AND SELLER'S TOTAL LIABILITY TO BUYER FOR CLAIMS, AS DEFINED IN SUBPARAGRAPHS (b) BELOW, IS
EXPRESSLY LIMITED AS FOLLOWS: BUYER HAS THE OPTION OF

REPAYMENT OF THE PURCHASE PRICE PAID OR REPLACEMENT OF THE

GOODS SUPPLIED HEREUNDER WITH RESPECT TO WHICH DAMAGES
ARE CLAIMED. BUYER WAIVES ALL OTHER CLAIMS BY BUYER AGAINST

SELLER AND SELLER SHALL NOT BE LIABLE TO BUYER FOR ANY

INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, EXCEPT IN CASES OF GROSS NEGLIGENCE. THE PRICE

STATED FOR THE GOODS IS A CONSIDERATION IN LIMITING SELLERS AND ITS AFFILIATES' LIABILITY.
(b) "CLAIMS" MEANS ALL ASSERTIONS OF ANY LEGAL, EQUITABLE, AND/OR

ADMIRAL TY CAUSES OF ACTION, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE; STRICT LIABILITY; OTHER TORT; EXPRESS OR IMPLIED WARRANTIES, INDEMNITY OR CONTRACT; CONTRIBUTION; OR

SUBROGATION RELATED TO OR ARISING OUT OF THE PERFORMANCE OR NONPERFORMANCE OF THIS CONTRACT.
(c) ALL LIMITATIONS ON BUYER'S REMEDIES AND SELLER'S LIABILITY SHALL

SURVIVE THE EXPIRATION, TERMINATION OR CANCELLATION OF THIS CONTRACT.

Da~: April 12, 2017
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NOTICE OF CLAIMS: All product claims by Buyer shall be deemed waived unless made by Buyer in writing and received by Seller within thirty (30) days of receipt of the goods; provided that for any claim which is not readily discoverable within such 30 day period such claim shall be deemed waived unless made by Buyer in writing and received by Seller within 90 days after receipt of the goods or within 30 days after Buyer learns or should have been reasonably aware of facts which should have given rise to such claim, whichever first occurs.

BUYER'S WARRANTIES AND ASSUMPTION OF DUTIES REGARDING SAFETY, HEAL TH, UNLOADING, USE, HANDLING, AND DISPOSAL OF THE GOODS. (a) Buyer warrants that it has used its own independent skill and expertise in connection with the selection and use of the goods and that it possesses skill and expertise in handling, storage, transportation, treatment, use and disposal of the goods. Seller's recommendations, instructions, or information as to safety, health, handling, use, unloading or disposal of the goods are based upon information believed to be reliable, but Seller shall have no liability with respect thereto.
(b) Buyer hereby acknowledges receipt of Seller's Material Safety Data Sheet (MSDS). Buyer assumes the following duties and obligations:
(1) Buyer shall promptly and carefully inspect the goods upon receipt. Buyer will adopt and maintain safe handling, storage, transportation, use treatment and disposal practices with respect to the goods, and further agrees to follow such special care and best manufacturing practices as Buyer's use of the goods require including, but not limited to, all such practices required by federal, state, and local government statutes, rules, regulations or ordinances;
(2) Buyer shall instruct its employees, independent contractors, agents and customers of the precautions and safe use practices required in connection with the unloading, handling, storage, use, transportation and disposal of the goods, including, but not limited to, information contained in Seller's most current MSDS; and
(3) Buyer shall comply with the OSHA Hazard Communication Standard, all applicable safety and environmental laws, and all other applicable government statutes, rules, regulations or ordinances, and shall take action necessary to avoid spills, emissions, leaks or other dangers to persons, property, or the environment.

Date: April 12, 2017
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1 INVITATION FOR BIDS (“IFB”) NO. 2223-32
FOR

SLURRY ALUMINUM

BID OPENING: APRIL 11, 2023 at 11:00 A.M.

CITY OF MODESTO CONTACT: Christine Melton, Buyer
E-MAIL ADDRESS: [email protected]
PHONE: (209) 341-2908
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2 TABLE OF CONTENTS
Page
. Notice to Bidders................................................................................................................ 3 . City Contacts...................................................................................................................... 5 . Calendar of Events............................................................................................................. 5

GENERAL REQUIREMENTS
. Bid Submittal...................................................................................................................... 7 . Acceptance/Rejection of Irregular Bids............................................................................. 7 . Complete Bid Document.................................................................................................... 7 . Submittal Checklist ......................................................................................................... 7-8 . Compliance/Non-Compliance............................................................................................ 8 . Pricing Format.................................................................................................................... 8 . Pricing Schedule................................................................................................................. 8 . Award of Bid...................................................................................................................... 8 . Protest and Appeal Procedures......................................................................................... 10 REQUIRED BID SUBMISSION DOCUMENTS (Sign Wherever Indicated) . Bid Form A - IFB Acknowledgement (payment info)...............................................15-17 . Bid Form B – Bidder Company Information................................................................... 18 . Bid Form C - Pricing Schedule........................................................................................ 19 . Bid Form D – Bidder Exceptions, Clarifications, Amendments..................................... 20 . Bid Form E – Bidder Customer References...............................................................21-22 . Bid Form F - Financial Interest Disclosure.................................................................23-24 . Bid Form G – Support of Local Vendors......................................................................... 25 . Bid Form H – Bidder Company History Statement ....................................................... 26 . Bid Form I - Addenda Acknowledgement Page.............................................................. 27 . Bid Form J – Bidder Warranty Statements...................................................................... 28 . Bid Form K - Subcontractor List ..................................................................................... 29

TECHNICAL REQUIREMENTS
. Scope of Work.................................................................................................................. 30

ATTACHMENTS
. Sample Annual Agreement ........................................................................................31-35 #2..
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INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM
3 NOTICE TO BIDDERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California (“City”), will receive at the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 sealed Bids (each, a “Bid”) from qualified Bidders (each, a “Bidder”) for the furnishing of SLURRY ALUMINUM equipment, materials, supplies and/or related services (the “Goods”) for the City of Modesto, Public Works Department, Streets Division.

All equipment, materials, and supplies shall be furnished F.O.B. City of Modesto (delivery charges borne by Bidder, included in the Goods pricing herein, and not separately charged to the City). Bidders are highly recommended to download all IFB documents from the City’s Purchasing Division website at http://www.modestogov.com/257/Contracting-Bid-Opportunities;; such IFB documents shall include all specifications necessary for Bidders to submit a responsive Bid..

Each Bid shall be sealed and filed with the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 prior to April 11, 2023 at 11:00 A.M., at which time Bids will be opened, read and recorded.

The opening of bids will not be physically open to the public, but may be viewed simultaneously via video conferencing in the manner provided for herein. All Bids shall be available for review following City Council award approval at the Purchasing Division, 1010 Tenth Street, 5th Floor, Suite 5300, Modesto, CA 95354.

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

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

The City Clerk’s time stamp shall be considered the official timepiece for the purpose of establishing the actual receipt of Bids. Bids will not be accepted by email or facsimile. The City of Modesto assumes no responsibility for delay in the delivery of the Bid. #2..
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INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM
4 On the outside of the Bid envelope and courier envelope, if any, the Bidder shall indicate the following:
“NAME AND ADDRESS OF BIDDER
BID IN RESPONSE TO INVITATION FOR BIDS # 2223-32
BID OPENING DATE: APRIL 11, 2023 AT 11:00 A.M.”
Bidder must deliver your Bid by a preferred method to the appropriate location below:

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

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

No Bidder may withdraw its Bid for a period of 90 days after the date set for the opening thereof. #2..
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INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM
5 CALENDAR OF EVENTS
Event Date
IFB Issued March 13,2023
Written Questions Due via Email March 21, 2023
Addendum Issued (if required) March 28, 2023(approximate date) Bid Due Date & Time PRIOR 11:00 A.M. on Tuesday, April 1, 2023 Contract Award Approximately July 2023

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

PRECEDENCE
Bidder agrees that any agreement resulting from City’s acceptance of its Bid, together with the terms in any City purchase order and associated specifications provided by the City to Bidder therewith, shall comprise the entire agreement between City and Bidder. Moreover, Bidder agrees that any additional or contrary terms contained in Bidder’s acknowledgement of, shall be null and void. #2..
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INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM
6 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Bid openings live electronically via Microsoft Teams at 11:00 a.m. (Pacific Time) on Tuesday, April 11, 2023. The City Clerk Record of Bid document should be available on Planet Bids by the end of the same day.

The public Bid opening for this Invitation for Bids will be available using the URL link containing the Number and Title of the Bid on the cover page, provided below. By submitting your Bid for the abovestated IFB you acknowledge, understand, and agree to this modified Bid opening procedure. • URL:https://teams.microsoft.com/https://teams.microsoft.com/l/meetupjoin/19%3ameeting_NTI0YzBiMDMtNDQ0Yi00YjNlLWIwZjYtYzg4ZDVjMDdkM2Mz%40threa d.v2/0?context=%7b%22Tid%22%3a%22125ccacf-fc61-463c-9976- 189f876ff90b%22%2c%22Oid%22%3a%229715c333-c997-4dd7-8984-12cd4deaa705%22%7d • Join Microsoft Teams Meeting Click here to join the meeting • Or call in (audio only)
+1 469-998-7409,,961656049# United States, Dallas
• Conference ID: 961 656 049#
Should you have any questions regarding this, please do not hesitate to contact the Purchasing Department Contact listed on the Cover Page.
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INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM
7 GENERAL BID REQUIREMENTS
A. BID SUBMITTAL: Bidders should submit two “inked” (preferably blue ink) signed original Bid document, plus one copy of the signed original Bid document, and one electronic copy submitted via USB. The original Bid document shall be clearly marked. Photocopies do not constitute an original Bid. FAILURE TO FURNISH AT LEAST TWO “INKED” SIGNED ORIGINAL BID DOCUMENT MAY RESULT IN DISQUALIFICATION.

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

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

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

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

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

F. COMPLETE BID DOCUMENT: The following forms constitute the makeup of a complete Bid document and shall be submitted to the City in the order listed (note – some forms require signature):
• Bid Form A - IFB Acknowledgement
• Bid Form B – Bidder Company Information
• Bid Form C - Pricing Schedule
• Bid Form D – Bidder Exceptions, Clarifications, Amendments • Bid Form E – Bidder Customer References
• Bid Form F - Financial Interest Disclosure
• Bid Form G – Support of Local Vendor
• Bid Form H – Bidder Company History Statement
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INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM
8 • Bid Form I - Addenda Acknowledgement
• Bid Form J – Bidder Warranty Statements
• Bid Form K - Subcontractor List
Failure to furnish any of these documents may result in disqualification.

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

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

I. AWARD OF BID:
• The City may award one or more agreements to one or more Bidder in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs. • The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California or if the bids received fail to meet the City’s requirements.
• The City reserves the right to select that Bid, which best suits the City’s needs. In addition to price, consideration will be given to the quality and performance of the commodity to be purchased, and the criteria listed in Modesto Municipal Code Section 8- #2..
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INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM
9 3.203(f). Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the Bidder that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.

J. SUPPORT OF LOCAL VENDORS: Should the Bidder that submits the lowest responsive Bid or and would otherwise normally qualify to receive the Bid pursuant to Sections 8-3.203 and 8-

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

K. INDEMNITY: The successful Bidder (the “Contractor”) will be required to hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgements or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of the Contractor, its agents, officers, employees, and volunteers relating to or during the performance of its obligations under this Bid. Contractor’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for Contractor to procure and maintain a policy of insurance. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses and defense of third-party suits, arising out of or relation to the operation of City-owned vehicles by Contractor’s employees will be apportioned to Contractor in accordance with the provisions contained in indemnity.

L. BIDDER REPRESENTATION: Bidder represents that:
• Bidder has had an opportunity to examine and has examined any and all of the documents, including specifications, any resultant contract and supporting data, and that it has, from the information contained in such documents, specifications, and data, fully acquainted itself with all conditions relevant to the work. • Bidder has made all reasonable investigations essential to a full understanding of the difficulties, which may be encountered in performing the work. • Bidder will complete the proposed provision of Goods for the compensation stated in any resultant agreement.
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10 • Bidder assumes full and complete responsibility for all conditions relevant to the proposed provision of Goods and all risks in connection therewith. • Bidder represents that it is fully qualified to perform the proposed provision of Goods in accordance with the terms of any resultant agreement within the time specified therein.

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

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

Protest Procedures
• Only a Bidder who has submitted a Bid is eligible to submit a protest against the City’s Announced Decision.
• Subcontractors are not eligible to submit bid protests. • A Bidder may not rely on the bid protest submitted by another bidder, but must timely pursue its own protest.
• A written protest to an Announced Decision must be made to the City of Modesto's Director of Finance no later than ten days after the date of the Announced Decision. • The protest shall be delivered or sent by registered mail and received by the City by the deadline, or protest will be automatically rejected. Protestors who choose to be represented by legal counsel are responsible for the associated expenses. • The protest shall be accompanied by a certified or cashier's check in the amount of $300.00, (except for protests of Federally Funded agreements), made payable to the #2..
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11 Clerk of the City of Modesto. Protests filed without the requisite fee will be rejected without any additional review.
• The protest filed with the Director of Finance shall:
a. Include the name, address, email address and business telephone number of the protestor;
b. Identify the protest by name, Invitation for Bid (IFB) or Request for Proposal (RFP) number, and IFB/RFP date;
c. The bid protest must contain a complete statement of the basis for the protest and all supporting documentation. The protest must refer to the specific portion or portions of the Contract Documents upon which the protest is based; d. Include all supporting documentation, if any. Documentation submitted after filing deadline will not be reviewed.
• Bid Protests: A Bidder shall follow, in order, the following steps:
a. Protest to Director of Finance: Upon receipt of a complete and timely protest, the Director of Finance shall review all the submitted materials and shall create and retain a written record of the review. The Director of Finance shall respond at least generally to each material issue raised in the protest not later than ten days after receipt of the protest. Notice of the Director of Finance's decision may be given by letter mailed through U.S. Postal Service.

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

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

City Clerk’s Office
Attn: Director of Finance
PO Box 642
Modesto CA 95353
b. Appeal to Deputy City Manager: At the protestor’s discretion, the decision of the Director of Finance may be appealed in writing to the City of Modesto's Deputy City Manager(s) no later than ten days after the date of the Director of Finance’s Decision. The scope of the appeal shall be limited by the issues raised in the initial protest to the Director of Finance. The Deputy City Manager shall not be permitted to review any newly raised issues. The Deputy City Manager shall #2..
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12 review the appeal, accompanying supporting documents, if any and the written records of the protest review by the Director of Finance. A written record of the Deputy City Manager's review shall be created and maintained. The Deputy City Manager shall give notice of their decision to the protestor within ten days after receipt of appeal.

Further protest appeals shall either be delivered to:

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

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

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

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

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

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

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

The protest shall be heard not later than twenty days after receipt of protestor's request for hearing and the selection of a hearing officer. Protests not made in a timely manner shall be deemed withdrawn, unless the City and the protestor mutually agree otherwise in writing. The protestor’s failure to accept a hearing officer after the third attempt by City staff to identify an impartial hearing officer shall be deemed a withdrawal of the protest.

The costs of the hearing officer and expenses of the protest shall be borne by the protestor. The sums deposited with the request for hearing shall be credited to the costs of the hearing officer and other hearing expenses. e. Mandatory Alternative Process for Protests of Procurements Obtained with Federal Funds: If the protested procurement involves federal funds, the Deputy City Manager, City Council, or hearing officer shall give notice, accompanying their respective decisions, to the protestor that he or she has the right to appeal to the appropriate federal agency, for which an agency name, contact (where available) and address shall be provided by City staff. Such an appeal shall be filed with the appropriate agency within seven business days of the dispatch or rejection notices to the protestor. Federal agencies may entertain protests alleging that the City has failed to adopt written protest procedures or has failed to follow such procedures. The City Council is the highest authority of the City of Modesto and its decisions are final. A disappointed Bidder for a contract involving expenditures of Federal funds shall have the right to appeal the City Council decision directly to the federal agency as described herein. #2..
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14 BID SUBMITTAL CHECKLIST

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

Bidder’s Bid must contain the following applicable elements completed as described more-fully herein.

The following checklist is provided solely for Bidder’s use in reviewing the completeness of your submission (please note which forms require signature):

COMPLETE BID ELEMENTS
Bid Form A – IFB Acknowledgement
Bid Form B – Bidder Company Information
Bid Form C - Pricing Schedule
Bid Form D – Bidder Exceptions, Clarifications, Amendments Bid Form E – Bidder Customer References
Bid Form F - Financial Interest Disclosure
Bid Form G – Support of Local Vendors
Bid Form H – Bidder Company History Statement
Bid Form I - Addenda Acknowledgement
Bid Form J – Bidder Warranty Statements
Bid Form K - Subcontractors List N/A

Bidder’s submission should include all City of Modesto forms. If any form is not applicable, Bidder should write or type “Not Applicable” on it but still include the form in your submission. #2..
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15 BID FORM A - IFB ACKNOWLEDGEMENT
The City is soliciting Bids from qualified firms (each a “Bidder” to fulfill the City’s requirements per the specifications, terms and conditions contained in this Invitation for Bids (“Invitation for Bids” or “IFB”).

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

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

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

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

4. Award: (a) Unless otherwise specified by the Bidder or the IFB gives notice of an all-or-none award, the City may accept any item or group of items of any Bid. (b) Bids are subject to acceptance by the City at any time within 60 days of opening, unless otherwise specified in the IFB. A Bidder shall not change its bid if accepted within such time. (c) A valid, contract based on the sample agreement attached to the IFB and the submitted bid shall be mailed, or otherwise furnished, to the successful Bidder within the time for acceptance specified, and such contract shall be a binding agreement without further action by either party. The contract shall be interpreted, construed and given effect in all respects according to the laws of the State of California.

5. Patent Indemnity: Bidders who do business with the City shall hold the City, its officers, agents and employees, harmless from liability of any nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or unpatented invention, article or appliance furnished or used in connection with the contract or purchase order.
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16 6. Samples: Samples of items, when required, shall be furnished free of expense to the City and if not destroyed by test may upon request (made when the sample is furnished), be returned at the Bidder’s expense.

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

8. Payment Terms and Methods: Bidder will be able to choose from either of the following payment methods and associated timings:
(a) Option A (Preferred): City of Modesto ePay Payment: This secure payment methodology is preferred by an increasing number of the City’s suppliers. On Net 30-day timing, you will receive a single-use Master Card number with a detailed remittance for each payment. You will process the payment though your POS/Card terminal. The payment remittance will be sent from [email protected] via email and will contain the following information:
• 16-digit credit card number
• Expiration date
• Security code
• Total dollar amount of invoices to be paid
• Invoices reference numbers and corresponding amounts
ePay results in small percentage rebate of 1.0% to the City through the card issuer. That rebate amount will be considered by the City in its evaluation of Bidder’s pricing proposal hereunder.

Information about enrolling in MasterCard ePay program can be obtained from the City’s contact listed on the Cover Page of this IFB.
(b) Option B – Manual Check: On Net 45 Day timing, the City will mail a hardcopy check to Bidder. The payment will be deemed to have been made when the check envelope is mailed #2..
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17 via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period. Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff.

9. California Government Code Section 4552: In submitting a Bid to the City, the Bidder offers and agrees that if the Bid is accepted, it will assign to the City all rights, title, and interest in and to all causes of action it may have under Section 4 of the Clayton Act (15 U.S.C. Sec. 15) or under the Cartwright Act (Chapter 2, commencing with Section 16700, of Part 2 of Division 7 of the Business and Professions Code), arising from purchases of 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 tender’s final payment to the Bidder.

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

11. Two “Inked” Signed Original Bid Document Required: Failure to furnish two “inked” signed original Bid document may result in disqualification. One additional copy and one electronic copy provided on a USB drive will accompany the “inked” originals.

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

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

Bidder Company Name:

Bidder Headquarters Address:

City/State/Zip:

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

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

Title:

Phone (Office):

Phone (Mobile):

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

Fax Number:

Email:

G. Federal Taxpayer
Identification Number (TIN):

H. Dun & Bradstreet (DUNS)
Number:

I. Names and Titles of Top
Three Bidder Officers:

J. Years in Business:

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

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

Item No. Item Item Description Price Per Unit of Measure A1 Slurry Aluminum Slurry Aluminum (275-gallon Totes) $ _________/275-Gallon Totes ePay $(-________________)
Total Items: $__________________/Total
Additional Goods: $_____________________________________/TBD Payment Terms:

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

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

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

Bidder Company Name:

Name of Bidder Signatory:

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

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

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

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

Name of Bidder Signatory:

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

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

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:
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22 Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

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

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

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

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

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

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

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

10.03(h) are satisfied.

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

Print Names of Persons Having a Financial Interest in Bidder Receiving this Contract:
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24 First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
By signing this document, I agree to the information contained within.

Bidder Company Name:

Name of Bidder Signatory:

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

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

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

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

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

Check here:

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

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

City of Modesto Business License
Number:

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

Print/Type Name:

Title:

Signature:

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

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

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

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

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

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

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

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

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

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

Bidder Company Name:
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INVITATION FOR BIDS # 2223-32

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

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

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

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

Insert Bidder Warranty Statement Beginning Here:
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INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM
29 BID FORM K - SUBCONTRACTOR LIST
Bidder shall list the name and the address of the place of business for each subcontractor who will perform work or labor or render services to the Bidder. In addition, list the type of work the subcontractor will perform, and; (if applicable) its Department of Industrial Relations (DIR) registration number and its California Contractor’s license number:

Name of
Subcontractor
Address Type of Work Contractor
License # (if any)
DIR
Registration #
(if any)
Bidder Company Name:
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INVITATION FOR BIDS # 2223-32

SLURRY ALUMINUM
30 TECHNICAL SPECIFICATIONS AND REQUIREMENTS

1.0 SCOPE OF WORK:

The City of Modesto is seeking bids for the purchase and delivery of 275-gallon totes of Slurry Aluminum for the Public Works Department Streets Division on an “as needed basis” for slurry surfacing with the possibility of bulk tank delivery later. Pricing shall include all labor, materials, equipment, tools, fuel and insurance necessary to do the work.

1.1 SPECIFICATION REQUIREMENTS:

A. The Slurry Aluminum shall consist of Aluminum Sulfate and other components.

1.2 DELIVERY:

Location: Various Job Locations within the City of Modesto Days of Week: Monday through Friday (excluding holidays) Delivery Hours: 7:00 A.M. to 3:30 P.M. PST
City Contact: Contact information will be provided to awarded vendor All orders shall be placed by 4:00 P.M., Monday through Friday. All deliveries shall be made the following business day before 3:30 pm. Each delivery shall include a manifest and certified weigh ticket. Tags without proper City signatures will not be paid. (If City forces are not present at the site when product is delivered, it will be the responsibility of the Contractor to contact the City within twenty-four (24) hours to verify delivery, receiving written confirmation by City).

1.2.1 DELIVERY REQUIREMENTS:

Each load of Slurry Alum shall be accompanied with a weigh tag and Certificate of Compliance to indicate that the Slurry Alum meets the specifications. Each delivery shall be signed for by the onsite supervisor, if delivered to a specific project site.

1.3 CHARACTER OF WORKERS:

If any person employed by the Contractor fails or refuses to carry out the direction of the City Representative, or appears to be incompetent or acts in a disorderly or improper manner, that person shall be discharged immediately from the site on the request of the City Representative or Purchasing Manager, and such person shall not again work on any City site.
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31 SAMPLE AGREEMENT
ANNUAL PURCHASE AGREEMENT – GOODS
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________, 2023, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and _________________, a ______ _______, hereinafter called VENDOR,
W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2021-xx authorizing the Award of Bid and agreement for the furnishing and delivery of SLURRY ALUMINUM (materials, supplies or equipment described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the VENDOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the furnishing and delivery of SLURRY ALUMINUM as described in IFB 2223-31, attached hereto as Exhibit “C” and made a part hereof, and

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

1. TERM OF AGREEMENT: The term of the AGREEMENT shall be for a period of ONE YEAR with FOUR one-year extension options at the sole discretion of City, for a total of up to five years.

Year one: MONTH DAY, 2023 THROUGH MONTH DAY, 2024
Year two: MONTH DAY, 2024 THROUGH MONTH DAY, 2025
Year three: MONTH DAY, 2025 THROUGH MONTH DAY, 2026
Year four: MONTH DAY, 2026 THROUGH MONTH DAY, 2027
Year five: MONTH DAY, 2027 THROUGH MONTH DAY, 2028
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32 2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $_____________. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $_____________.

B. Pricing during AGREEMENT Year one shall be as set forth in Exhibit A Pricing, attached hereto and made a part hereof by this reference.

C. Pricing shall remain firm for the first year of the AGREEMENT.

D. Price increases for each subsequent AGREEMENT years two, three, four, and five, shall be negotiated in good faith by the parties, but in no instance may exceed the net percentage increase during the prior 12-month period in the Federal Bureau of Labor Statistics’ Consumer Price Index (CPI) for West Urban Area nor the Producter Price Index (PPI). Requests for price increases in any renewal year shall be submitted by VENDOR in writing at least 60 days prior to the annual anniversary date of the AGREEMENT.

3. USAGE: Vendor shall provide whatever quantities may be required during the term of this Agreement. No minimum or maximum quantities are guaranteed or implied by CITY.

4. ORDERING: Vendor shall deliver GOODS to the location specified within CITY’s purchase order. Unless otherwise specified by the Purchasing Division, no GOODS may be delivered to CITY unless a purchase order has been provided by CITY to VENDOR.

5. PAYMENT: All invoices shall be paid in full by CITY after completion and acceptance of the GOODS by the City, and receipt of a properly prepared invoice submitted by VENDOR via email to [email protected] . As specified by the Purchasing Division, every invoice must reference this AGREEMENT number or CITY’s purchase order number. VENDOR will be paid by CITY via the following payment method [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]

6. AMENDMENTS: No changes to this AGREEMENT shall be effective unless documented by a written amendment to this AGREEMENT and signed by the parties hereto with CITY represented by the Purchasing Division.

7. TERMINATION:

A. 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 30 days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

B. CITY may terminate this AGREEMENT for convenience upon 30 days prior notice to VENDOR by CITY’s authorized employee.
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33 8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR 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. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

9. RESPONSIBILITY: Unless otherwise specified, the VENDOR shall be responsible for all GOODS until delivered at CITY’s designated delivery point and shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.

10. SHIPMENT: Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered F.O.B. Destination Freight Prepaid and Included in Price of GOODS. VENDOR may not collect freight collect or charge shipping expenses otherwise to CITY. Original receipted freight bill must accompany the invoice. Shipment must be made within the time stated on Purchase Order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control and without the fault or negligence of VENDOR.

11. CHANGES: A purchase order may at any time, by written order of the CITY, be changed regarding the GOODS to be furnished, quantities ordered, unit price, discount, delivery point or arrangements, terms or any other matters affecting a valid PO. In the event such change causes an increase or decrease in the cost of performance hereunder, and equitable adjustment will be made for the cost thereof, subject to the approval of the Purchasing Manager, and written notice given therefore.

12. WARRANTY: Notwithstanding any other provisions of the purchase order, VENDOR warranties for the GOODS shall extend for 90 days after delivery thereof to CITY, shall meet or exceed all original manufacturer warranties, and that GOODS shall be of the most suitable grade as specified in this AGREEMENT, VENDOR’s own marketing materials and in the purchase order. Moreover, VENDOR warrants and represents that GOODS shall comply with warranties of merchantability and fitness for a particular purpose. If a defect is discovered in any GOODS covered in this AGREEMENT, VENDOR shall correct at its expense, including transportation/freight, such defects as are reported within one year of final acceptance.

13. INSURANCE: Any purchase order where work, maintenance, or service is performed on CITY property requires appropriate insurance. VENDOR shall ensure proper insurance certificates are on file with the CITY prior to performing onsite work. Contact CITY’s Purchasing Division to verify the type of insurance required.
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34 14. TAX EXEMPTIONS: The CITY is exempt from payment of federal excise tax. All invoices shall be exclusive of such excise tax. Moreover, if the CITY’s purchase is not subject to sales tax, the statement for resale will appear in the body of the purchase order.

15. INDEMNITIES:

A. VENDOR agrees to protect, indemnify and save harmless CITY and its agents, officers, employees, and volunteers from any claim, loss or damage from VENDOR’s, or the GOODs’, infringement of trademarks, patents, copyrights and unfair competition action with to any third party.

B. VENDOR shall hold the CITY and 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 subcontractors 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 for VENDOR to procure and maintain a policy of insurance VENDOR.

16. 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 law provisions or principles.

17. VENUE: 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.

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. LIMITATION OF LIABILITY: The CITY shall not be responsible for any damage that may accrue by reason of the death or injury of the person of the Vendor’s officers, agents, employees, invitees, or licensees, or be set up at any time because of personal injury or damage to property sustained by any other person or persons, which may have been caused or contributed to, approximately or remotely, by reason of or in the course of performance of the Purchase Order. The Vendor shall assume full responsibility for the defense of any claims arising under the Purchase Order and the Vendor shall save, keep, and bear harmless the City, all officers and employees thereof, from all damages, costs, or expenses because of personal injury or property damage based on the performance of this Purchase Order or asserted against it.

20. 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:
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35 CONTRACTOR: __________________
__________________
__________________
__________________
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

21. ASSIGNMENT: Neither this AGREEMENT nor any portion hereof shall be subcontracted or assigned without the written consent of the City in each and every instance.

22. MISCELLANEOUS: Time is of the essence in each and every provision of this AGREEMENT.

23. ENTIRE AGREEMENT: This AGREEMENT and its exhibits contain the entire understanding between VENDOR and CITY. Additional or new terms contained in this AGREEMENT which vary from VENDOR’S bid are controlling and are deemed accepted by VENDOR by provision of any GOODS 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.

24. 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 in duplicate by its Director of Finance under authority of Resolution No. 2023- ?? adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2023 and _____________________has caused this Agreement to be duly executed.

CITY OF MODESTO, VENDOR
A municipal corporation
By: __________________________ By: _________________________________ DEANNA CHRISTENSEN, (Signature)
Director of Finance
_________________________________
(Name & Title)
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ITEM # STOCK # ITEM/DESCRIPTION QTY UNIT OF
Tote UN PRC EXTENSION UN PRC EXTENSION UN PRC EXTENSION Slurry Slurry Aluminum 275 gallon Tote 1 Tote $1,303.50 $1,303.50 SUB-TOTAL: $1,303.50 $0.00 $0.00
SALES TAX 8.875%: Tax 8.875 $115.69 $0.00 $0.00
TOTAL: $1,419.19 $0.00 $0.00

CITY, STATE
VENDOR 2

CITY, STATE

CITY OF MODESTO
PO BOX 642 MODESTO CA 95353
IFB NO 2223-32 SLURRY ALUMINUM
Sacramento, CA
Thatcher Company VENDOR 3
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 2, 2023
Date: September 12, 2023
TO: Economic Development Committee
Sue Zwahlen, Chair
Chris Ricci, Vice-Chair
Eric Alvarez, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Sole Source Procurement of Nitrate Analyzer Equipment and Services CONTACT: Manuel Martinez, Acting Water Division Manager, [email protected], 209-342-4592
DESCRIPTION:

Consider an Agreement with Hach Company, Loveland, CO for Nitrate Analyzer Equipment and Field Services, for total amount not to exceed $530,000 over three years and forwarding to Council for approval. (Funding source: Water Fund)
STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic plan Initiatives: Provide safe, efficient, and reliable infrastructure through proactive community investment, maintenance, and sustainability efforts.

BACKGROUND:

In 2006, the installation of nitrate analyzers was mandated by the California Department of Public Health (CDPH). The CDPH is now known as the State Water Resources Control Boards (SWRCB). The SWRCB operating permit requires nitrate concentrations be monitored continuously by an online nitrate analyzer at facilities with high nitrate concentration levels.

Nitrate analyzers are purchased and installed to maintain compliance with the SWRCB drinking water permit.

On October 3, 2017, by Resolution No. 2017-387, Council approved the sole source procurement of nitrate analyzer equipment and field services to Hach Company, Loveland, CO, for a three-year agreement with an annual estimated cost of $84,098, and a total of up to $252,294 over three years. Agreement No. 129157 expired November 30, 2020.

On October 27, 2020, by Resolution No. 2020-444, Council approved the sole source procurement of nitrate analyzer equipment and field services to Hach Company, Loveland, CO, #3..
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Economic Development Committee, October 2, 2023
Sole Source Procurement of Nitrate Analyzer Equipment and Services

for a three-year agreement with an annual estimated cost of $103,000, and a total of up to $339,000 over three years. Agreement No. 193106 expires on November 30, 2023.

DISCUSSION:

The Water Services Division uses Hach nitrate analyzer equipment and services for regulatory compliance by the State.

The Hach nitrate analyzers in use were chosen because of their reliability, ease of use, and accuracy and is the sole manufacturer for nitrate analyzer equipment and service. Service and maintenance must be done by a Hach certified technician, or the warranty will be voided. In general, nitrate analyzers last approximately ten years with proper maintenance and repair. The contract with Hach ensures dependable service and warranty compliance for these units.

Hach’s factory-trained service personnel are authorized to perform any repair, start-up service, or maintenance on these instruments. Hach does not recognize or authorize any other service organization to perform repair or recalibration on these analyzers. This contract will also provide for the replacement of analyzers as they reach the end of their useful life.

The City currently has twenty-seven nitrate analyzers. In the event of an equipment failure, a replacement unit may be needed for any existing nitrate analyzer and annual testing equipment.

If staff is unable to provide nitrate analyzers, wells will be taken offline which would negatively impact the service we provide to our customers.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, in excess of fifty thousand dollars ($50,000) to follow formal bid procedures. However, MMC Section 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process.

Additionally, MMC 8-3.204(d) provides that a purchase may also be exempted where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set forth in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality. Additionally, the service and maintenance must be done by a Hach certified technician, or the warranty will be voided. Therefore, this purchase qualifies for exemption from the formal bidding procedures.

FISCAL IMPACT:

The anticipated cost of $530,000 will be absorbed within the current Utilities Department, Water Fund, Fiscal Year 2023-24 operating budget, in the following accounts: Professional Services, 4100-45050-53300 and Repair and Maintenance, 4100-45050-53150.

Current Agreement Expenditures:

Account Numbers Account Name Agreement
Yr. 1
Agreement
Yr. 2
Agreement
Yr. 3 TOTAL
4100-45050-53300 Professional Services $43,705 $45,016 $46,078 $134,799 4100-45050-53150
Supplies and Services -
Repair and Maintenance $- $13,544 $34,297 $47,841
ANNUAL CONTRACT EXPENDITURE $43,705 $58,560 $80,375 $182,640 Due to supply chain shortages, long lead times and high demand parts and supplies have increased by 23%, and service and labor has increased by 41%. #3..
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Economic Development Committee, October 2, 2023
Sole Source Procurement of Nitrate Analyzer Equipment and Services

Anticipated Agreement Expenditures
Service and Labor, Agreement Year 1 $61,128
Equipment and Parts, Agreement Year 1 $64,318
Service and Labor, Agreement Year 2 $63,573
Equipment and Parts, Agreement Year 2 $68,527
Service and Labor, Agreement Year 3 $66,214
Equipment and Parts, Agreement Year 3 $72,734
Replacement Units (Potential Equipment Failure) $90,000 Sales Tax 8.875% $43,176
Total Anticipated Contract Cost (Rounded) $530,000
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Agreement with Hach Company, Loveland, CO for Nitrate Analyzer Equipment and Field Services, for a three-year Agreement for a total amount not to exceed $530,000; and forwarding to Council for approval.

Approved by:

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

1. Hach – Agreement No. 256569

2. Hach – Service and Labor Quote 2023

3. Hach – Parts Quote 2023

4. Hach – Fully Executed Bid Waiver (including Sole Sources Letter from vendor) #3..
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1 ANNUAL AGREEMENT NO. 256569

FOR NITRATE ANALYZER EQUIPMENT AND SERVICES

HACH COMPANY
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 Hach Company, hereinafter called CONTRACTOR.

W I T N E S S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2023- ______ authorizing the Award of Bid and agreement for Nitrate Analyzer Equipment and Services to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CONTRACTOR is the sole manufacturer and service provider of Hach Nitrate Analyzers, associated parts and field services, and
WHEREAS, CONTRACTOR shall provide services to CITY as defined in the “Hach Service Partnership Quotation”, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTORS shall enter into an agreement for the furnishing of nitrate analyzer equipment, associated parts, and field services, as described in “Pricing Quotation” for Parts attached hereto as Exhibit “C” and Hach Service Partnership Quote attached hereto as Exhibit “B” made a part hereof, #3..
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2 and
WHEREAS, the City shall have authorization to add additional parts and services as needed throughout the life of the agreement, and
NOW, THEREFORE, the parties hereto mutually agree as follows:

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and insurance necessary to perform and complete the required work as specified in Exhibit “B” and Exhibit “C”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $530,000.00. Unless the serices provided are for a lump sum or flat fee, fees for work performed by CONRACTOR on an hourly basis shall not exceed the amounts shown on the quote attached hereto as Exhibit B and Exhibit C.
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3 Line Part Number Description Qty Net Unit Price Extended Price Year 1 Year 2 Year 3 1 FSPNITRATAX Fld Svc-2V Nitratax 26 $4,695.00 $122,070.00 $40,690.00 $40,690.00 $40,690.00 2 FSPSC200 Fld Svc-1v SC200 26 $909.00 $23,634.00 $7,878.00 $7,878.00 $7,878.00 3 FSPSC1000 Fld Svc-1V SC1000 Controller 1 $1,224.00 $1,224.00 $408.00 $408.00 $408.00 4 PMP-GLPHORP-4V PMP-GLI pH ORP PROBE 4V-(FRV 1) 6 $1,014.00 $6,084.00 $2,028.00 $2,028.00 $2,028.00 5 FSPCLX10 Fld Svc-2V CLx10 3 $5,064.00 $15,192.00 $5,064.00 $5,064.00 $5,064.00 6 PMP-NITRATAX-2V PMP-NITRATAX-2V (FRV 2) 1 $11,304.00 $11,304.00 $3,768.00 $3,768.00 $3,768.00 7 PMP-CLX10-2V PMP-CLX10-2V (FRV2) 1 $3,876.00 $3,876.00 $1,292.00 $1,292.00 $1,292.00 8 $2,445.12
9 $5,085.85
Total $61,128.00 $63,573.12 $66,213.85

SERVICE RATES
Year 2 Increase
Year 3 Increase
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4 Line Part Number Description Qty
Net Unit
Price
Extended
Price
1 2105560
DPD Free Chlorine Reagent, Swiftest™ D
ispenser Refill Vial, Approximately 250 50 $70.29 $3,514.50 2 2427606
Sample Cell: 1" Round Glass 10mL.

Standard lead time 5 days. 10 $71.57 $715.70
3 2444400
Chlorine (Total) Test Kit, Model CN-21P.

Standard lead time 10 days. 3 $105.02 $315.06
4 2769920
Singlet Single-Use pH Buffer Kit, pH 4.01
& 7.00, pk/2x10. Standard lead time 5
days. 2 $54.46 $108.92
5 2802300
DPD Free Chlorine Reagent, Swiftest™ D
ispenser. Standard lead time 5 days. 20 $92.50 $1,850.00 6 LPV445.97.00110
DR300 Pocket Colorimeter, Chlorine,
Free + Total, LR/HR, with Box. Standard
lead time 5 days. 10 $702.99 $7,029.90
7 LPV445.97.02110
DR300 Pocket Colorimeter, Nitrate, with
Box. Standard lead time 10 days. 2 $702.99 $1,405.98
8 LXV448.99.21001
NT3100sc UV Nitrate Sensor, 2mm path
length. Standard lead time 15 days. 2 $16,504.75 $33,009.50 9 LXV525.99A11551
SC4500 Controller, Prognosys, 5x mA
Output, 2 digital Sensors, 100-240 VAC,
without power cord. Standard lead time
10 days. 2 $3,451.82 $6,903.64
10 LZX869
Flow through unit for
NT3100sc/NT3200sc 1/2mm, Nitratax
plus sc 2mm, Uvas plus sc 2mm probe.

Standard lead time 25 days. 2 $3,751.42 $7,502.84
11 PRO-C3A1N
PRO Series Transmitter, Contacting
Conductivity. Standard lead time 5 days. 2 $981.19 $1,962.38 $64,318.42
YEAR 1 - PARTS RATE
YEAR 1
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5 Line Part Number Description Qty
Net Unit
Price
Extended
Price
1 2105560
DPD Free Chlorine Reagent, Swiftest™ D
ispenser Refill Vial, Approximately 250
Tests. Standard lead time 5 days. 50 $74.89 $3,744.50
2 2427606
Sample Cell: 1" Round Glass 10mL.

Standard lead time 5 days. 10 $76.25 $762.50
3 2444400
Chlorine (Total) Test Kit, Model CN-21P.

Standard lead time 10 days. 3 $111.89 $335.67
4 2769920
Singlet Single-Use pH Buffer Kit, pH 4.01
& 7.00, pk/2x10. Standard lead time 5
days. 2 $58.03 $116.06
5 2802300
DPD Free Chlorine Reagent, Swiftest™ D
ispenser. Standard lead time 5 days. 20 $98.55 $1,971.00 6 LPV445.97.00110
DR300 Pocket Colorimeter, Chlorine,
Free + Total, LR/HR, with Box. Standard
lead time 5 days. 10 $748.98 $7,489.80
7 LPV445.97.02110
DR300 Pocket Colorimeter, Nitrate, with
Box. Standard lead time 10 days. 2 $748.98 $1,497.96
8 LXV448.99.21001
NT3100sc UV Nitrate Sensor, 2mm path
length. Standard lead time 15 days. 2 $17,584.50 $35,169.00 9 LXV525.99A11551
SC4500 Controller, Prognosys, 5x mA
Output, 2 digital Sensors, 100-240 VAC,
without power cord. Standard lead time
10 days. 2 $3,677.64 $7,355.28
10 LZX869
Flow through unit for
NT3100sc/NT3200sc 1/2mm, Nitratax
plus sc 2mm, Uvas plus sc 2mm probe.

Standard lead time 25 days. 2 $3,996.84 $7,993.68
11 PRO-C3A1N
PRO Series Transmitter, Contacting
Conductivity. Standard lead time 5 days. 2 $1,045.38 $2,090.76 $68,526.21
YEAR 2 - PARTS RATE
YEAR 2
#3..
- 249 -
6 Line Part Number Description Qty
Net Unit
Price
Extended
Price
1 2105560
DPD Free Chlorine Reagent, Swiftest™ D
ispenser Refill Vial, Approximately 250
Tests. Standard lead time 5 days. 50 $79.48 $3,974.00
2 2427606
Sample Cell: 1" Round Glass 10mL.

Standard lead time 5 days. 10 $80.94 $809.40
3 2444400
Chlorine (Total) Test Kit, Model CN-21P.

Standard lead time 10 days. 3 $118.76 $356.28
4 2769920
Singlet Single-Use pH Buffer Kit, pH 4.01
& 7.00, pk/2x10. Standard lead time 5
days. 2 $61.59 $123.18
5 2802300
DPD Free Chlorine Reagent, Swiftest™ D
ispenser. Standard lead time 5 days. 20 $104.60 $2,092.00 6 LPV445.97.00110
DR300 Pocket Colorimeter, Chlorine,
Free + Total, LR/HR, with Box. Standard
lead time 5 days. 10 $794.97 $7,949.70
7 LPV445.97.02110
DR300 Pocket Colorimeter, Nitrate, with
Box. Standard lead time 10 days. 2 $794.97 $1,589.94
8 LXV448.99.21001
NT3100sc UV Nitrate Sensor, 2mm path
length. Standard lead time 15 days. 2 $18,664.25 $37,328.50 9 LXV525.99A11551
SC4500 Controller, Prognosys, 5x mA
Output, 2 digital Sensors, 100-240 VAC,
without power cord. Standard lead time
10 days. 2 $3,903.46 $7,806.92
10 LZX869
Flow through unit for
NT3100sc/NT3200sc 1/2mm, Nitratax
plus sc 2mm, Uvas plus sc 2mm probe.

Standard lead time 25 days. 2 $4,242.26 $8,484.52
11 PRO-C3A1N
PRO Series Transmitter, Contacting
Conductivity. Standard lead time 5 days. 2 $1,109.57 $2,219.14 YEAR 3 $72,733.58
YEAR 3 - PARTS RATE

2. CITY REPRESENTATIVE:
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7 CITY Representative: Tony Benns, Utility Plant Operations Supervisor, [email protected], (209) 342-4574
Purchasing Division Contact: Melvin Rosal, Buyer, [email protected], (209) 577-5420 The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

3. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of three (3) years.

Year 1: December 1, 2023 through November 30, 2024
Year 2: December 1, 2024 through November 30, 2025
Year 3: December 1, 2025 through November 30, 2026
Pricing as set forth in Section 1.e. above shall remain firm for the first three years of the AGREEMENT.

Price increases for any AGREEMENT years, shall not exceed the percentage change in the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year, and shall be negotiated through the Purchasing Division. Requests for price increases 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.

4. LIABILITY INSURANCE: The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY via PINS Advantage Insurance Program for all of the following stated insurance policies.
a) General Liability – Insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. The insurance shall indicate on the certificate of insurance the #3..
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8 following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.
b) Automobile Liability – Insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage. c) Workers' Compensation – In compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000 per accident for bodily injury or disease.

If at any time any of said policies shall be unsatisfactory to the CITY, as to form or substance or if a company issuing such policy shall be unsatisfactory to the CITY, the CONTRACTOR shall promptly obtain a new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR to furnish, deliver or maintain such insurance and certificates as above provided, this AGREEMENT, at the election of the CITY, may be forthwith declared suspended, or terminated. Failure of the CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR concerning indemnification.

The CITY, its officers, officials, employees, agents, 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 officers, officials, employees, agents and volunteers for losses arising from work performed by CONTRACTOR for the CITY.

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.
#3..
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9 For any claims related to this AGREEMENT, the CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its officers, officials, employees, agents and volunteers. Any insurance or selfinsurance maintained by CITY, its officers, officials, employees, agents and volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.

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

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

6. INDEMNITY: The CONTRACTOR shall hold the CITY, its officers, officials, employees, agents 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 #3..
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10 officers, officials, employees, agents and volunteers relating to or during the performance of its obligations under this AGREEMENT. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its officers, officials, employees, agents and volunteers 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.

7. 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.

8. 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.

9. COMMENCEMENT AND COMPLETION OF THE WORK: The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:

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

10. TERMINATION OF SERVICES:
#3..
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11 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;
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; #3..
- 255 -
12 g) Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES; h) If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i) CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the CONTRACTOR after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
a) The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; b) The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

11. 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.

12. 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:
#3..
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13 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.

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.

13. 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).

14. 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.

15. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES: If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to #3..
- 257 -
14 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.

16. 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: Hach Company
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
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.

17. 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.

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

19. 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.

20. 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.

21. NON-DISCRIMINATION:
#3..
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15 a) During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination. The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. b) The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c) The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d) The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT. e) By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap #3..
- 259 -
16 discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

22. 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.

23. 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.

24. 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.

25. INDEPENDENT CONTRACTOR; NOT AGENT: At all times during the term of this AGREEMENT, CONTRACTOR shall be an independent contractor and shall not be an employee of CITY.

CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR’s services rendered pursuant to this AGREEMENT. Except as City may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent.

CONTRACTOR shall have no authority, express or implied, pursuant to this AGREEMENT to bind City to any obligation whatsoever.

26. DRUG FREE WORKPLACE: CONTRACTOR certifies that it is following and in compliance #3..
- 260 -
17 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.

27. 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.

28. 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.

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

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

31. ENTIRE AGREEMENT: This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the quote, attached hereto as Exhibit B and Exhibit C, are incorporated herein. In the event of a conflict between the quote 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.
#3..
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18 32. 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 Hach Company has caused this Agreement to be duly executed. #3..
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HACH SERVICE PARTNERSHIP

QUOTATION
Page :

Partnership Number :
1 of 9
HACH236382
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.

Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593

Partnership Number : HACH236382 Version : 0.36 Quotation Date : 23-JUN-23 Expiration Date : 20-JAN-24
Hach Company
Contact : Johnson, Julia Malina
Service Partnership
Phone :

Service Partnership
Email : [email protected]
Customer Ref : Customer Contact : WATTLE, CAROL
Customer Phone : 2095775406 Customer Fax : Customer Email : [email protected] Bill-To Account # 109327 Ship-To Account # 109327
Customer Name CITY OF MODESTO Customer
Name
CITY OF MODESTO Payment Terms: Net 30
Address4 ACCTS PAYABLE Address4 Billing Method: Annual-Invoices on START Date
Address1 PO BOX 642 Address1 1201 S CARPENTER RD Currency: USD Address2 Address2
Address3 Address3
City,State,
PostalCode
MODESTO-CA-95353-0642 City,State,
Postalcode
MODESTO-CA-95351-2155
Province/
Country
US Province/
Country
US
Line Service Name Line Total
Covered Product Start Date End Date Description/Serial Number 1 FSPNITRATAX 02-JAN-24 01-JAN-27 Fld Svc-2V Nitratax
Sensor:02-JAN-2024:01-JAN-2027
107,985.00

1.1 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1205006

1.2 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1212050

1.3 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1214694

1.4 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1214696

1.5 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1214697
#3..
- 263 -

HACH SERVICE PARTNERSHIP

QUOTATION
Page :

Partnership Number :
2 of 9
HACH236382
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.

Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593

1.6 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1214701

1.7 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1279638

1.8 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1280507

1.9 LXU417.99.20002 oo ARRA NITRATAX PLUS SC
2MM ; 1334751

1.10 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1504056

1.11 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1439008

1.12 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1499628

1.13 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1539701

1.14 LXV417.99.50002 db ff NITRATAX PLUS SC 5 MM ;
1226827

1.15 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1536475

1.16 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1672551

1.17 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1673333

1.18 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1539349

1.19 LXV417.99.50002 db ff NITRATAX PLUS SC 5 MM ;
1462010

1.20 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1674785

1.21 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1674302

1.22 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1729956
#3..
- 264 -

HACH SERVICE PARTNERSHIP

QUOTATION
Page :

Partnership Number :
3 of 9
HACH236382
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.

Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593

1.23 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1724376
2 FSPSC200 02-JAN-24 01-JAN-27 Fld Svc-1V SC200
Controller:02-JAN-2024:01-JAN-20
27 22,725.00

2.1 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1306C0070115

2.2 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1605C0158714

2.3 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1606C0133759

2.4 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1402C0102459

2.5 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1404C0104719

2.6 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1508C0149428

2.7 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1508C0122819

2.8 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1404C0094466

2.9 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1403C0093270

2.10 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1705C0146132

2.11 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1705C0146133

2.12 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1705C0146134

2.13 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1705C0146139

2.14 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1705C0146142

2.15 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1705C0155375
#3..
- 265 -

HACH SERVICE PARTNERSHIP

QUOTATION
Page :

Partnership Number :
4 of 9
HACH236382
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.

Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593

2.16 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1705C0155381

2.17 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1705C0155384

2.18 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1705C0171330

2.19 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1705C0171332

2.20 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1509C0151032

2.21 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1612C0165529

2.22 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1610C0146756

2.23 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1610C0138360

2.24 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1704C0145389

2.25 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1704C0145384
3 FSPSC1000 02-JAN-24 01-JAN-27 Fld Svc-1V SC1000 Controller:

GRAYSON SITE
1,224.00

3.1 LXV400.99.10382 ee MODULE, PROBE (6 SNSR)
SC1000, 8mA ; 1503504
4 PMP-GLPHORP-4V 02-JAN-24 01-JAN-27 PMP-GLI pH ORP PROBE 4V-(FRV 1):02-JAN-24:01-JAN-27
6,084.00

4.1 3422B3A Conductivity Sensor,K0.5 ;
0308460162

4.2 3422B3A Conductivity Sensor,K0.5 ;
0308460156

4.3 3422B3A Conductivity Sensor,K0.5 ;
0312460001

4.4 3422B3A Conductivity Sensor,K0.5 ;
0509460026

4.5 3422B3A Conductivity Sensor,K0.5 ;
0509460033
#3..
- 266 -

HACH SERVICE PARTNERSHIP

QUOTATION
Page :

Partnership Number :
5 of 9
HACH236382
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.

Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593

4.6 3422B3A20G Generic 0.5K Sensor with 20'
Cable ; 0401460042
5 FSPCLX10 02-JAN-24 01-JAN-27 Fld Svc-2V CLx10 (free or total):02-JAN-2024:01-JAN-2027
Field Service Partnership includes
all parts, labor, and travel for
on-site repairs, 2 on-site
calibrations per year, factory
recommended maintenance
(including required parts), unlimited
technical support calls, and free
firmware updates. Coverage does
not include the sc200 or optional
pH probe.
10,128.00

5.1 9180600 PANEL ASSY, AMPEROMETRIC
CHLORINE, ENGLISH ;
151045003457

5.2 9180600 PANEL ASSY, AMPEROMETRIC
CHLORINE, ENGLISH ;
151045003440
6 ADMIN_HANDLING_MYA 02-JAN-24 01-JAN-27 YEAR 2 INCREASE 2,445.12

6.1 CONTRACT SPECIAL ITEM
7 ADMIN_HANDLING_MYA 02-JAN-24 01-JAN-27 YEAR 3 INCREASE 5,085.85

7.1 CONTRACT SPECIAL ITEM
8 FSPNITRATAX 02-JAN-24 01-JAN-27 Fld Svc-2V Nitratax
Sensor:02-JAN-2024:01-JAN-2027
14,085.00

8.1 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1504055

8.2 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1504057

8.3 LXV417.99.20002 db ff NITRATAX PLUS SC 2MM ;
1544536
9 FSPSC200 02-JAN-24 01-JAN-27 Fld Svc-1V SC200
Controller:GRAYSON SITE
909.00

9.1 LXV404.99.00552 nn sc200 CONTROLLER, AC-DC,
2 DIG, HACH ; 1208C0047729
10 FSPCLX10 02-JAN-24 01-JAN-27 Fld Svc-2V CLx10 (free or total):GRAYSON SITE
Field Service Partnership includes
all parts, labor, and travel for
on-site repairs, 2 on-site
calibrations per year, factory
5,064.00
#3..
- 267 -

HACH SERVICE PARTNERSHIP

QUOTATION
Page :

Partnership Number :
6 of 9
HACH236382
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.

Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
recommended maintenance
(including required parts), unlimited
technical support calls, and free
firmware updates. Coverage does
not include the sc200 or optional
pH probe.

10.1 9180600 PANEL ASSY, AMPEROMETRIC
CHLORINE, ENGLISH ;
130845001525
11 PMP-NITRATAX-2V 02-JAN-24 01-JAN-27 PMP-NITRATAX-2V (FRV 2):2

ADDITIONAL VISITS PER YEAR
ON SN 1504055, 1504057, 154436

GRAYSON SITE
11,304.00

11.1 CONTRACT SPECIAL ITEM
12 PMP-CLX10-2V 02-JAN-24 01-JAN-27 PMP-CLX10-2V (FRV2):2

ADDITIONAL VISITS PER YEAR
ON SN 130845001525 GRAYSON
SITE
3,876.00

12.1 CONTRACT SPECIAL ITEM
Sub Total : 190,914.97
Tax: 0.00
Total : 190,914.97
Partnership Notes :

ANNUAL COST BREAKDOWN NOTED BELOW:

YEAR 1 SERVICE @ $61,128.00 *
YEAR 2 SERVICE @ $63,573.12 *
YEAR 3 SERVICE @ $66,213.85 *
TOTAL $190,914.97 *
* THIS IS PRE-TAX PRICING AND SUBJECT TO CHANGE WITH EQUIPMENT CHANGES PO/Payment required for total quoted price to lock in multi-year pricing. If PO/payment is only received for one year, quoted price for subsequent years will not be honored and a new quote will need to be obtained upon renewal.

All purchases of Hach Company products and/or services are expressly and without limitation subject to Hach Company's Terms & Conditions of Sale ("Hach TCS"), incorporated herein by reference and published on Hach Company's website at www.hach.com/terms . Hach TCS are incorporated by reference into each of Hach's offers or quotations, order acknowledgments, and invoice and shipping documents. The first of the following acts shall constitute an acceptance of Hach's offer and not a counteroffer and shall create a contract of sale ("Contract") in accordance with the Hach TCS, subject to Hach's final credit approval: (i) Buyer's issuance of a purchase order document against Hach's offer or quotation; (ii) Hach's acknowledgement of Buyer's order; or (iii) commencement of any performance by Hach in response to Buyer's order. Provisions contained in Buyer's purchase documents that materially alter, add to or subtract from the provisions of these Terms and Conditions of Sale shall be null and void and not considered part of the Contract This Contract will automatically renew at the End Date for a period of one year, and at the anniversary of the End Date, unless the Buyer notifies Hach in writing by no later than ninety days before the End Date.

Customer Name : CITY OF MODESTO
Customer P.O. Number : ___________________________________________________ #3..
- 268 -

HACH SERVICE PARTNERSHIP

QUOTATION
Page :

Partnership Number :
7 of 9
HACH236382
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.

Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
Customer Reference Number : ___________________________________________________

TERMS & CONDITIONS OF SALE FOR HACH COMPANY PRODUCTS AND SERVICES This document sets forth the Terms & Conditions of Sale for goods manufactured and/or supplied, and services provided, by Hach Company of Loveland, Colorado ("Hach") and sold to the original purchaser thereof ("Buyer"). Unless otherwise specifically stated herein, the term "Hach" includes only Hach Company and none of its affiliates. Unless otherwise specifically stated in a previously-executed written purchase agreement signed by authorized representatives of Hach and Buyer, these Terms & Conditions of Sale establish the rights, obligations and remedies of Hach and Buyer which apply to this offer and any resulting order or contract for the sale of Hach's goods and/or services ("Products").

1. APPLICABLE TERMS & CONDITIONS:

These Terms & Conditions of Sale are contained directly and/or by reference in Hach's offer, order acknowledgment, and invoice documents. The first of the following acts constitutes an acceptance of Hach's offer and not a counteroffer and creates a contract of sale ("Contract") in accordance with these Terms & Conditions: (i) Buyer's issuance of a purchase order document against Hach's offer; (ii) acknowledgement of Buyer's order by Hach; or (iii) commencement of any performance by Hach pursuant to Buyer's order. Provisions contained in Buyer's purchase documents (including electronic commerce interfaces) that materially alter, add to or subtract from the provisions of these Terms & Conditions of Sale are not a part of the Contract.

2. CANCELLATION:

Buyer may cancel goods orders subject to fair charges for Hach's expenses including handling, inspection, restocking, freight and invoicing charges as applicable, provided that Buyer returns such goods to Hach at Buyer's expense within 30 days of delivery and in the same condition as received. Buyer may cancel service orders on ninety (90) day's prior written notice and refunds will be prorated based on the duration of the service plan. Inspections and reinstatement fees may apply upon cancellation or expiration of service programs. Seller may cancel all or part of any order prior to delivery without liability if the order includes any Products that Seller determines may not comply with export, safety, local certification, or other applicable compliance requirements.

3. DELIVERY:

Delivery will be accomplished FCA Hach's facility located in Ames, Iowa or Loveland, Colorado, United States (Incoterms 2010). For orders having a final destination within the U.S., legal title and risk of loss or damage pass to Buyer upon transfer to the first carrier. For orders having a final destination outside the U.S., legal title and risk of loss or damage pass to Buyer when the Products enter international waters or airspace or cross an international frontier. Hach will use commercially reasonable efforts to deliver the Products ordered herein within the time specified on the face of this Contract or, if no time is specified, within Hach's normal lead-time necessary for Hach to deliver the Products sold hereunder. Upon prior agreement with Buyer and for an additional charge, Hach will deliver the Products on an expedited basis. Standard service delivery hours are 8 am 5 pm Monday through Friday, excluding holidays.

4. INSPECTION:

Buyer will promptly inspect and accept any Products delivered pursuant to this Contract after receipt of such Products. In the event the Products do not conform to any applicable specifications, Buyer will promptly notify Hach of such nonconformance in writing. Hach will have a reasonable opportunity to repair or replace the nonconforming product at its option. Buyer will be deemed to have accepted any Products delivered hereunder and to have waived any such nonconformance in the event such a written notification is not received by Hach within thirty (30) days of delivery.

5. PRICES & ORDER SIZES:

All prices are in U.S. dollars and are based on delivery as stated above. Prices do not include any charges for services such as insurance; brokerage fees; sales, use, inventory or excise taxes; import or export duties; special financing fees; VAT, income or royalty taxes imposed outside the U.S.; consular fees; special permits or licenses; or other charges imposed upon the production, sale, distribution, or delivery of Products. Buyer will either pay any and all such charges or provide Hach with acceptable exemption certificates, which obligation survives performance under this Contract. Hach reserves the right to establish minimum order sizes and will advise Buyer accordingly.

6. PAYMENTS:

All payments must be made in U.S. dollars. For Internet orders, the purchase price is due at the time and manner set forth at www.hach.com. Invoices for all other orders are due and payable NET 30 DAYS from date of the invoice without regard to delays for inspection or transportation, with payments to be made by check to Hach at the above address or by wire transfer to the account stated on the front of Hach's invoice, or for customers with no established credit, Hach may require cash or credit card payment in advance of delivery. In the event payments are not made or not made in a timely manner, Hach may, in addition to all other remedies provided at law, either: (a) declare Buyer's performance in breach and terminate this Contract for default; (b) withhold future shipments until delinquent payments are made; (c) deliver future shipments on a cash-with-order or cash-in-advance basis even after the delinquency is cured; (d) charge interest on the delinquency at a rate of 1-1/2% per month or the maximum rate permitted by law, if lower, for each month or part thereof of delinquency in payment plus applicable storage charges and/or inventory carrying charges; (e) repossess the Products for which payment has not been made; (f) recover all costs of collection including reasonable attorney's fees; or (g) combine any of the above rights and remedies as is practicable and permitted by law. Buyer is prohibited from setting off any and all monies owed under this from any other sums, whether liquidated or not, that are or may be due Buyer, which arise out of a different transaction with Hach or any of its affiliates. Should Buyer's financial responsibility become unsatisfactory to Hach in its reasonable discretion, Hach may require cash payment or other security. If Buyer fails to meet these requirements, Hach may treat such failure as reasonable grounds for repudiation of this Contract, in which case reasonable cancellation charges shall be due Hach. Buyer grants Hach a security interest in the Products to secure payment in full, which payment releases the security interest but only if such payments could not be considered an avoidable transfer under the U.S. Bankruptcy Code or other applicable laws. Buyer's insolvency, bankruptcy, assignment for the benefit of creditors, or issolution or termination of the existence of Buyer, constitutes a default under this Contract and affords Hach all the remedies of a secured party under the U.C.C., as well as the remedies stated above for late payment or non-payment.

7. LIMITED WARRANTY:

Hach warrants that Products sold hereunder will be free from defects in material and workmanship and will, when used in accordance with the manufacturer's operating and maintenance instructions, conform to any express written warranty pertaining to the specific goods purchased, which for most Hach instruments is for a period of twelve (12) months from delivery. Hach warrants that services furnished hereunder will be free from defects in workmanship for a period of ninety (90) days from the completion of the services. Parts provided by Hach in the performance of services may be new or refurbished parts functioning equivalent to new parts. Any non-functioning parts that are repaired by Hach shall become the property of Hach. No warranties are extended to consumable items such as, without limitation, reagents, batteries, mercury cells, and light bulbs. All other guarantees, warranties, conditions and representations, either express or implied, whether arising under any statute, law, commercial usage or otherwise, including implied warranties of merchantability and fitness for a particular purpose, are hereby excluded. The sole remedy for Products not meeting this Limited Warranty is replacement, credit or refund of the purchase price. This remedy will not be deemed to have failed of its essential purpose so long as Hach is willing to provide such replacement, credit or refund.

8. INDEMNIFICATION:

Indemnification applies to a party and to such party's successors-in-interest, assignees, affiliates, directors, officers, and employees ("Indemnified Parties"). Hach is responsible for and will defend, indemnify and hold harmless the Buyer Indemnified Parties against all losses, claims, expenses or damages which may result from accident, injury, damage, or death due to Hach's breach of the Limited Warranty. This indemnification is provided on the condition that the Buyer is likewise responsible for and will defend, indemnify and hold harmless the Hach Indemnified Parties against all losses, claims, expenses or damages which may result from accident, injury, damage, or death due to the negligence or misuse or misapplication of any goods or services by the Buyer or any third party affiliated or in privity with Buyer.

9. PATENT PROTECTION:

Subject to all limitations of liability provided herein, Hach will, with respect to any Products of Hach's design or manufacture, indemnify Buyer from any and all damages and costs as finally determined by a court of competent jurisdiction in any suit for infringement of any U.S. patent (or European patent for Products that Hach sells to Buyer for end use in a member state of the E.U.) that has issued as of the delivery date, solely by reason of the sale or normal use of any Products sold to Buyer hereunder and from reasonable expenses incurred by Buyer in defense of such suit if Hach does not undertake the defense thereof, provided that Buyer promptly notifies Hach of such suit and offers Hach either (i) full and exclusive control of the defense of such suit when Products of Hach only are involved, or (ii) the right to participate in the defense of such suit when products other than those of Hach are also involved. Hach's warranty as to use patents only applies to infringement arising solely out of the inherent operation of the Products according to their applications as envisioned by Hach's specifications. In case the Products are in such suit held to constitute infringement and the use of the Products is enjoined, Hach will, at its own expense and at its option, either procure for Buyer the right to continue using such Products or replace them with non-infringing products, or modify them so they become non-infringing, or remove the Products and refund the purchase price (prorated for depreciation) and the transportation costs thereof. The foregoing states the entire liability of Hach for patent infringement by the Products. Further, to the same extent as set forth in Hach's above obligation to Buyer, Buyer agrees to defend, indemnify and hold harmless Hach for patent infringement related to (x) any goods manufactured to the Buyer's design, (y) services provided in accordance with the Buyer's instructions, or (z) Hach's Products when used in combination with any other devices, parts or software not provided by Hach hereunder. #3..
- 269 -

HACH SERVICE PARTNERSHIP

QUOTATION
Page :

Partnership Number :
8 of 9
HACH236382
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.

Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593

10. TRADEMARKS AND OTHER LABELS:

Buyer agrees not to remove or alter any indicia of manufacturing origin or patent numbers contained on or within the Products, including without limitation the serial numbers or trademarks on nameplates or cast, molded or machined components.

11. SOFTWARE:.

All licenses to Hach's separately-provided software products are subject to the separate software license agreement(s) accompanying the software media. In the absence of such terms and for all other software, Hach grants Buyer only a personal, non-exclusive license to access and use the software provided by Hach with Products purchased hereunder solely as necessary for Buyer to enjoy the benefit of the Products. A portion of the software may contain or consist of open source software, which Buyer may use under the terms and conditions of the specific license under which the open source software is distributed. Buyer agrees that it will be bound by any and all such license agreements. Title to software remains with the applicable licensor(s).
12 . PROPRIETARY INFORMATION; PRIVACY:
"Proprietary Information" means any information, technical data or know-how in whatever form, whether documented, contained in machine readable or physical components, mask works or artwork, or otherwise, which Hach considers proprietary, including but not limited to service and maintenance manuals. Buyer and its customers, employees and agents will keep confidential all such Proprietary Information obtained directly or indirectly from Hach and will not transfer or disclose it without Hach's prior written consent, or use it for the manufacture, procurement, servicing or calibration of Products or any similar products, or cause such products to be manufactured, serviced or calibrated by or procured from any other source, or reproduce or otherwise appropriate it. All such Proprietary Information remains Hach's property. No right or license is granted to Buyer or its customers, employees or agents, expressly or by implication, with respect to the Proprietary Information or any patent right or other proprietary right of Hach, except for the limited use licenses implied by law. Hach will manage Customer's information and personal data in accordance with its Privacy Policy, located at http://www.hach.com/privacypolicy.

13. CHANGES AND ADDITIONAL CHARGES:

Hach reserves the right to make design changes or improvements to any products of the same general class as Products being delivered hereunder without liability or obligation to incorporate such changes or improvements to Products ordered by Buyer unless agreed upon in writing before the Products' delivery date. Services which must be performed as a result of any of the following conditions are subject to additional charges for labor, travel and parts: (a) equipment alterations not authorized in writing by Hach; (b) damage resulting from improper use or handling, accident, neglect, power surge, or operation in an environment or manner in which the instrument is not designed to operate or is not in accordance with Hach's operating manuals; (c) the use of parts or accessories not provided by Hach; (d) damage resulting from acts of war, terrorism or nature; (e) services outside standard business hours; (f) site prework not complete per proposal; or (g) any repairs required to ensure equipment meets manufacturer's specifications upon activation of a service agreement.

14. SITE ACCESS / PREPARATION / WORKER SAFETY / ENVIRONMENTAL COMPLIANCE:

In connection with services provided by Hach, Buyer agrees to permit prompt access to equipment. Buyer assumes full responsibility to back-up or otherwise protect its data against loss, damage or destruction before services are performed. Buyer is the operator and in full control of its premises, including those areas where Hach employees or contractors are performing service, repair and maintenance activities. Buyer will ensure that all necessary measures are taken for safety and security of working conditions, sites and installations during the performance of services. Buyer is the generator of any resulting wastes, including without limitation hazardous wastes. Buyer is solely responsible to arrange for the disposal of any wastes at its own expense. Buyer will, at its own expense, provide Hach employees and contractors working on Buyer's premises with all information and training required under applicable safety compliance regulations and Buyer's policies. If the instrument to be serviced is in a Confined Space, as that term is defined under OSHA regulations, Buyer is solely responsible to make it available to be serviced in an unconfined space. Hach service technicians will not work in Confined Spaces. In the event that a Buyer requires Hach employees or contractors to attend safety or compliance training programs provided by Buyer, Buyer will pay Hach the standard hourly rate and expense reimbursement for such training attended. The attendance at or completion of such training does not create or expand any warranty or obligation of Hach and does not serve to alter, amend, limit or supersede any part of this Contract.

15. LIMITATIONS ON USE:

Buyer will not use any Products for any purpose other than those identified in Hach's catalogs and literature as intended uses. Unless Hach has advised the Buyer in writing, in no event will Buyer use any Products in drugs, food additives, food or cosmetics, or medical applications for humans or animals. In no event will Buyer use in any application any Product that requires FDA 510(k) clearance unless and only to the extent the Product has such clearance. Any warranty granted by Hach is void if any goods covered by such warranty are used for any purpose not permitted hereunder.

16. EXPORT AND IMPORT LICENSES AND COMPLIANCE WITH LAWS:

Unless otherwise specified in this Contract, Buyer is responsible for obtaining any required export or import licenses. Hach represents that all Products delivered hereunder will be produced and supplied in compliance with all applicable laws and regulations. Buyer will comply with all laws and regulations applicable to the installation or use of all Products, including applicable import and export control laws and regulations of the U.S., E.U. and any other country having proper jurisdiction, and will obtain all necessary export licenses in connection with any subsequent export, re-export, transfer and use of all Products and technology delivered hereunder. Buyer will not sell, transfer, export or re-export any Hach Products or technology for use in activities which involve the design, development, production, use or stockpiling of nuclear, chemical or biological weapons or missiles, nor use Hach Products or technology in any facility which engages in activities relating to such weapons. Buyer will comply with all local, national, and other laws of all jurisdictions globally relating to anti-corruption, bribery, extortion, kickbacks, or similar matters which are applicable to Buyer's business activities in connection with this Contract, including but not limited to the U.S. Foreign Corrupt Practices Act of 1977, as amended (the "FCPA"). Buyer agrees that no payment of money or provision of anything of value will be offered, promised, paid or transferred, directly or indirectly, by any person or entity, to any government official, government employee, or employee of any company owned in part by a government, political party, political party official, or candidate for any government office or political party office to induce such organizations or persons to use their authority or influence to obtain or retain an improper business advantage for Buyer or for Hach, or which otherwise constitute or have the purpose or effect of public or commercial bribery, acceptance of or acquiescence in extortion, kickbacks or other unlawful or improper means of obtaining business or any improper advantage, with respect to any of Buyer's activities related to this Contract. Hach asks Buyer to "Speak Up!" if aware of any violation of law, regulation or our Standards of Conduct ("SOC") in relation to this Contract. See http://danaher.com/integrity-and-compliance and www.danaherintegrity.com for a copy of the SOC and for access to our Helpline portal.

17. FORCE MAJEURE:

Hach is excused from performance of its obligations under this Contract to the extent caused by acts or omissions that are beyond its control of, including but not limited to Government embargoes, blockages, seizures or freeze of assets, delays or refusals to grant an export or import license or the suspension or revocation thereof, or any other acts of any Government; fires, floods,severe weather conditions, or any other acts of God; quarantines; labor strikes or lockouts; riots; strife; insurrections; civil disobedience or acts of criminals or terrorists; war; material shortages or delays in deliveries to Hach by third parties. In the event of the existence of any force majeure circumstances, the period of time for delivery, payment terms and payments under any letters of credit will be extended for a period of time equal to the period of delay. If the force majeure circumstances extend for six months, Hach may, at its option, terminate this Contract without penalty and without being deemed in default or in breach thereof.

18. NON ASSIGNMENT AND WAIVER:

Buyer will not transfer or assign this Contract or any rights or interests hereunder without Hach's prior written consent. Failure of either party to insist upon strict performance of any provision of this Contract, or to exercise any right or privilege contained herein, or the waiver of any breach of the terms or conditions of this Contract will not be construed as thereafter waiving any such terms, conditions, rights, or privileges, and the same will continue and remain in force and effect as if no waiver had occurred.

19. LIMITATION OF LIABILITY:

None of the Hach Indemnified Parties will be liable to Buyer under any circumstances for any special, treble, incidental or consequential damages, including without limitation, damage to or loss of property other than for the Products purchased hereunder; damages incurred in installation, repair or replacement; lost profits, revenue or opportunity; loss of use; losses resulting from or related to downtime of the products or inaccurate measurements or reporting; the cost of substitute products; or claims of Buyer's customers for such damages, howsoever caused, and whether based on warranty, contract, and/or tort (including negligence, strict liability or otherwise). The total liability of the Hach Indemnified Parties arising out of the performance or nonperformance hereunder or Hach's obligations in connection with the design, manufacture, sale, delivery, and/or use of Products will in no circumstance exceed in the aggregate a sum equal to twice the amount actually paid to Hach for Products delivered hereunder.

20. APPLICABLE LAW AND DISPUTE RESOLUTION:

The construction, interpretation and performance hereof and all transactions hereunder shall be governed by the laws of the State of Colorado, without regard to its principles or laws regarding conflicts of laws. If any provision of this Contract violates any Federal, State or local statutes or regulations of any countries having jurisdiction of this transaction, or is illegal for any reason, said provision shall be self-deleting without affecting the validity of the remaining provisions. Unless otherwise specifically agreed upon in writing between Hach and Buyer, any dispute relating to this Contract which is not resolved by the parties shall be adjudicated in order of preference by a court of competent jurisdiction (i) in the State of Colorado, U.S.A. if Buyer has minimum contacts with Colorado and the U.S., (ii) elsewhere in the U.S. if Buyer has minimum contacts with the U.S. but not Colorado, or (iii) in a neutral location if Buyer does not have minimum contacts with the United States.

21. ENTIRE AGREEMENT & MODIFICATION:

These Terms & Conditions of Sale constitute the entire agreement between the parties and supersede any prior agreements or representations, whether oral or written. No change to or modification of these Terms & Conditions shall be binding upon Hach unless in a written instrument specifically referencing that it is amending these Terms & Conditions of Sale and signed by an authorized representative of Hach. Hach rejects any additional or inconsistent Terms & Conditions of Sale offered by #3..
- 270 -

HACH SERVICE PARTNERSHIP

QUOTATION
Page :

Partnership Number :
9 of 9
HACH236382
Headquarters
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
WebSite: www.hach.com Remittance
2207 Collections Center Dr
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.

Chicago, IL 60604
Account: 8765602385
Routing (ABA): 026009593
Buyer at any time, whether or not such terms or conditions materially alter the Terms & Conditions herein and irrespective of Hach's acceptance of Buyer's order for the described goods and services. #3..
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#3..
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ALL LEAD TIMES ARE ESTIMATED AND NOT GUARANTEED.

All purchases of Hach Company products and/or services are expressly and without limitation subject to Hach Company's Terms & Conditions of Sale ("Hach TCS"), incorporated herein by reference and published on Hach Company's website at www.hach.com/terms. Hach TCS are contained directly and/or by reference in Hach's offer, order acknowledgment, and invoice documents. The first of the following acts constitutes an acceptance of Hach's offer and not a counteroffer and creates a contract of sale "Contract" in accordance with the Hach TCS: (i) Buyer's issuance of a purchase order document against Hach's offer; (ii) acknowledgement of Buyer's order by Hach; or (iii) commencement of any performance by Hach pursuant to Buyer's order. Provisions contained in Buyer's purchase documents (including electronic commerce interfaces) that materially alter, add to or subtract from the provisions of the Hach TCS are not part of the Contract. #3..
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Due to International regulations, a U.S. Department of Commerce Export License may be required. Hach reserves the right to approve specific shipping agents. Wooden boxes suitable for ocean shipment are extra. Specify final destination to ensure proper documentation and packing suitable for International transport. In addition, Hach may require : 1). A statement of intended end-use; 2).Certification that the intended end-use does not relate to proliferation of weapons of mass destruction (prohibited nuclear end use, chemical / biological weapons, missile technology); and 3). Certification that the goods will not be diverted contrary to U.S.

ORDER TERMS:

Terms are Subject to Credit Review
In order for Hach to process the order as quickly as possible, please provide the following information.

If the order is over $25,000 Hach will also require the following additional information. o Hach, PO Box 389, Loveland, CO 80539
Sales tax is not included on quote. Applicable sales tax will be added to the invoice based on the U.S. destination, if applicable provide a resale/exemption certificate.

Shipments will be prepaid and added to invoices unless otherwise specified.

Equipment quoted operates with standard U.S. supply voltage.

Hach standard terms and conditions apply to all sales.

Additional terms and conditions apply to orders for service partnerships.

Prices do not include delivery of product. Reference attached Freight Charge Schedule and Collect Handling Fees.

This Quote is good for a one time purchase
Virtual and/or on-site training must be scheduled/completed within 30 days of order, or the price will be subject to change. #3..
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HACH COMPANY
Headquarters U.S.A. Remittance
Quotation Addendum
P.O. Box 389
5600 Lindbergh Drive
Loveland, CO 80539-0389
Purchase Orders
PO Box 608
Loveland, CO 80539-0608
WebSite: www.hach.com
Phone: 800-227-4224
Fax: 970-669-2932
E-Mail: [email protected]
[email protected]
[email protected]
Export
Phone: 970-669-3050
Fax: 970-461-3939
Email: [email protected]
2207 Collections Center Drive
Chicago, IL 60693
Wire Transfers
Bank of America
231 S. LaSalle St.

Chicago, IL 60604
Account: 8765602385
Routing (ABA): 071000039

ADVANTAGES OF WORKING WITH HACH
Pick&Ship™ Technical Support
Protect your investment & peace of mind
✓ A global partner who understands your
needs
✓ Delivers timely, high-quality service you
can trust
✓ Provides team of unique experts to help
you maximize instrument uptime
✓ Ensure data integrity
✓ Maintain operational stability
✓ Reduce compliance risk
Pick&Ship™ Program offers a better way to
keep your supplies in stock
✓ Convenience of one purchase order for the
entire year
✓ Flexibility to change, cancel or create new
orders
✓ Savings from locking in prices & thus
avoiding price surges and rush charges
✓ Peace of mind with automatic, reliable
shipments just as you need them
Provides post-sale instrumentation and
application support
✓ Hach’s highly skilled Technical
Support staff is dedicated to helping
you resolve technical issues before,
during and after the sale.
✓ Available via phone, e-mail, or live
online chat at Hach.com!
✓ Fast access to answers at
https://support.hach.com
✓ Toll-free phone: 800-227-4224
✓ E-mail: [email protected]
www.hach.com/service-contracts www.Hach.com/pickandship www.Hach.com

ADVANTAGES OF SIMPLIFIED SHIPPING AND HANDLING
Safe & Fast Delivery Save Time – Less Hassle Save Money ✓ Receive tracking numbers on your order
acknowledgement
✓ Hach will assist with claims if an order is
lost or damaged in shipment
✓ No need to set up deliveries for orders or to
schedule pickup
✓ Hach ships order as product is available, at
no additional charge, when simplified
shipping and handling is used.
✓ No additional invoice to process –
save on time and administrative costs
✓ Only pay shipping once, even if
multiple shipments are required
STANDARD SIMPLIFIED SHIPPING AND HANDLING CHARGES 1, 2, 3, 4 Pricing Effective 6/3/2023 Collect 4 Total Price of
Merchandise Ordered
Standard
Surface
(Mainland USA)
Second Day
Delivery
(Mainland USA)
Next Day
Delivery
(Mainland USA)
Second Day
Delivery
(Alaska & Hawaii)
Next Day
Delivery
(Alaska & Hawaii)
Handling Fee
Effective
6/3/2023
$0.00 - $49.99 $10.00 $25.01 $46.64 $40.14 $76.30 $8.00 $50.00 - $149.99 $12.00 $35.37 $66.74 $50.72 $96.42 $8.00 $150.00 - $349.99 $14.00 $37.35 $76.08 $51.51 $98.85 $8.00 $350.00 - $649.99 $16.00 $41.84 $83.20 $52.30 $101.27 $8.00 $650.00 - $949.99 $16.00 $50.69 $104.55 $61.58 $119.19 $8.00 $950.00 - $1,999.99 $28.00 $59.54 $125.90 $70.86 $137.10 $8.00 $2,000.00 - $3,999.99 $28.00 $73.62 $153.60 $84.76 $164.64 $8.00 $4,000.00 - $5,999.99 $50.00 $87.69 $181.30 $98.66 $192.18 $8.00 $6,000.00 - $7,999.99 $60.00 $101.39 $209.64 $110.51 $213.06 $8.00 $8,000.00 - $9,999.99 $90.00 $151.46 $295.96 $162.06 $307.35 $8.00 Over $10,000 1.0% of Net
Order Value

1.8% of Net
Order Value

2.8% of Net
Order Value

1.8% of Net
Order Value

2.8% of Net
Order Value
$8.00
1 Shipping & Handling charges shown are only applicable to orders billing and shipping to U.S. destinations. Shipping & Handling charges will be prepaid and added to invoice.

Shipping & Handling for the Pick&Ship Program is charged on each shipment release and is based on the total price of each shipment release. Shipping & Handling charges are subject to change without notice.
2 Additional Shipping & Handling charges will be applied to orders containing bulky and/or especially heavy orders. Refrigerated and all weather Samplers do not qualify for simplified Shipping & Handling charges, and are considered heavy products. Dissolved Oxygen Sensors can be damaged if exposed to temps below freezing, causing sensor failure. Must be shipped over night or 2nd day air during the cold weather months. 3 Orders shipping to Alaska or Hawaii: Additional Shipping & Handling charges may be applied at time of order processing. Second Day and Next Day delivery is not available to all destinations.
4 Hach Company will assess a collect handling fee on orders with collect shipping terms. This handling fee covers the additional costs that Hach Company incurs from processing and managing collect shipments.

Due to variations in component characteristics, regulatory transportation requirements and/or associated shipping and handling costs, individual kit components may or may not be packaged together in a single carton at time of final packaging and shipping.

SALES TAX
Sales Tax is not included in the attached quotation. Applicable sales and usage taxes will be added to your invoice, at the time of order, based on U.S. destination of goods, unless a valid resale/exemption certificate for destination state is provided to the above address or fax number, attention of the Tax Dept. #3..
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HachBidWaiverRequest
FinalAuditReport 2023-08-15
Created: 2023-08-15
By: JuanaLynch([email protected])
Status: Signed
TransactionID: CBJCHBCAABAAYWYij9oMFeQ6vxiItGOgoI6t0xsqRCis "HachBidWaiverRequest"History
DocumentcreatedbyJuanaLynch([email protected])
2023-08-15-4:57:23PMGMT
[email protected]
2023-08-15-4:58:34PMGMT
[email protected]
2023-08-15-5:15:42PMGMT
[email protected] 2023-08-15-5:17:03PMGMT
Documente-signedbyDianneLove([email protected])
SignatureDate:2023-08-15-5:17:05PMGMT-TimeSource:server DocumentemailedtoDeAnnaChristensen([email protected])forsignature 2023-08-15-5:17:07PMGMT
EmailviewedbyDeAnnaChristensen([email protected]) 2023-08-15-5:26:04PMGMT
Documente-signedbyDeAnnaChristensen([email protected]) SignatureDate:2023-08-15-5:26:21PMGMT-TimeSource:server Agreementcompleted.
2023-08-15-5:26:21PMGMT
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