Finance Committee
November 13, 2023

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www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE

COUNCIL WORKSHOP
Room 2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Monday, November 13, 2023 at 4:00 PM
Roll Call: David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
Alternates: Eric Alvarez, Jeremiah Williams, Chris Ricci, Sue Zwahlen 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. Members of the public who wish to address the Committee, by providing public comment, during the meeting must do so in-person in the 2001-40 Del Puerto Room. As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation. *Members of the public will be allowed to provide public comment through Zoom if a Committee Member is participating remotely pursuant to the provisions of Assembly Bill 2449. *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.
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"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.

You may observe a livestream of the meeting at http://media.modestogov.com. You may also view or listen to the meeting as indicated below.

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

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Joining the Committee meeting via Telephone
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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, Committee Members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee Member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.

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 - 2 -
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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.

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website www.modestogov.com/council-meetings 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.

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

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.

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

Consent

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

BUDGET; Steve Christensen, 209-577-5390, [email protected] - 3 -
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Consent

2. Consider an Agreement with Zoom Video Communications, Inc., for Professional Deployment Services in the amount of $53,297 and the Purchase of Zoom Room equipment from Think Fast Track for a total amount not to exceed $247,202 and forwarding to Council for approval. (Funding Source: Public Educational and Government (PEG) Fund and Fire Department General Fund)  Motion recommending the Sole Source Agreement with Zoom Video Communications, Inc., for Professional Deployment Services in the amount of $53,297 and the Sole Source purchase of Zoom Room equipment from Think Fast Track in the amount of $175,593 plus an 8% contingency of $18,312 for a total amount not to exceed $247,202 and forwarding to Council for approval.

IT; Kevin Harless, 209-571-5593, [email protected] Consent

3. Consider an Engineering Services Agreement with Black Water Consulting Engineers, of Modesto, CA, for the Paradise-Grimes-Ohio Area Strengthen and Replace Water Mains Project, in an amount not to exceed $489,500 and forwarding to Council for approval. (Funding Source: Water Fund)
 Motion recommending an Engineering Services Agreement with Black Water Consulting Engineers, of Modesto, CA, for the Paradise-Grimes-Ohio Area Strengthen and Replace Water Mains Project in the amount of $445,000, plus $44,500 in additional services, if needed, for a total amount not to exceed $489,500 and forwarding to Council for approval.

UTILITIES; Edgar Vargas, 209-577-5424, [email protected]

NEW BUSINESS

4. Consider a Second Amendment to increase the Agreement with Badger Meter, Inc. for the purchase of Badger water meters, automated meter readers, and related parts to a total revised amount not to exceed $12,340,760 over five years and forwarding to Council for approval. (Funding Source: Water Fund)
 Motion recommending a Second Amendment to increase the Agreement with Badger Meter, Inc. for the purchase of Badger water meters, automated meter readers, and related parts by $1,612,120 from $1,500,880 per year to a new estimated total of $3,113,000 per year and increasing the total amount by $4,836,360 from $7,504,400 to a new revised total not to exceed $12,340,760 over five years and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-577-5412, [email protected]

5. Consider a Purchase Order with Dotworkz Systems, San Diego, CA, for the Purchase of Assembled Video Camera Systems to be installed at strategic locations in the City, for a total amount not to exceed $426,372 and approving a Purchase Order with AT&T FirstNet for Cradlepoint Routers, for a total cost not to exceed $80,140 and forwarding to Council for approval. (Funding Source: ARPA, General Fund, SLESF, Traffic Safety Funds)
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 Motion recommending a Purchase Order with Dotworkz Systems for the Purchase of Assembled Video Camera Systems to be installed at strategic locations in the City, for a total amount not to exceed $426,372 and forwarding to Council for approval.
 Motion recommending a Purchase Order with AT&T FirstNet for Cradlepoint Routers, for a total cost not to exceed $80,140 and forwarding to Council for approval.

POLICE DEPARTMENT; Brandon Gillespie, 209-572-9501,
[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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11/13/2023

CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 13, 2023
Date: October 24, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
FROM: Joseph P. Lopez, City Manager
SUBJECT: Monthly Budget Adjustment Report – November 2023 CONTACT: Steve Christensen, Budget Manager, [email protected] 209-577-5390
DESCRIPTION:

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

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

BACKGROUND:

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

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

Also included in this report as an attachment (Exhibit B) is a summary of the budget adjustments approved by the City Manager and/or Budget Manager consistent with the authority levels that was approved by Council with the passing of the Fiscal Year 2023-24 Operating Budget via Resolution No. 2023-267.
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Finance Committee, November 13, 2023
Monthly Budget Adjustment Report – November 2023

DISCUSSION:

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

FISCAL IMPACT:

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

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

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

Approved by:

Joseph P. Lopez, City Manager
Attachments:

1. Exhibit A – Budget Adjustments Requiring Council Approval

2. Exhibit B – Staff Approved Budget Adjustments
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Finance Committee, November 13, 2023
Monthly Budget Adjustment Report

EXHIBIT A
FISCAL YEAR 2023-24

COMMUNITY & ECONOMIC DEVELOPMENT
 A budget adjustment in the amount $50,000 is necessary to increase the budget transfers and expense budgets for project 101411 – 1208 9th Street CHS Youth Housing Project for staff expenses providing oversight to close the project. This aspect of the project is funded by Permanent Local Housing Assistance Funds (PLHA). A transfer out from project 101377 – PLHA Funding Year 2 Allocation will also need to be budgeted.

There is no impact to the General Fund.
 A budget adjustment is needed to increase the revenue budget in project 101377 – PLHA Funding Year 2 Allocation to a total of $1,507,287 and changing the project program expenses to transfers to the projects being funding. The total grant amount was originally budgeted in project 101377, but the budget had been moved and split between the projects that this grant is funding. For tracking purposes, it will be preferable for the grant to be tracked in one project, 101377, and record budget transfers to the projects in which the grant expenses are incurred. Projects that would have the revenue changed to transfers include 1208 9th Street CHS Youth Housing (101411), James St Housing (101412), Vine Street Housing Project (101185) and the 7th Street Village Housing (101493). There are no changes to the expense budgets for these projects.  A budget adjustment in the amount of $2,000,000 is necessary to budget a transfer grant funds from Fund 1130/Community Block Development Grants (CDBG) to project 101493 – 7th Street Village Housing Project. This project was approved by Council with Reso 2023-422, however the language identifying this transfer out was not included.

FINANCE
 A budget adjustment in the amount of $1,459,000 is necessary in the Inventory Purchase Fund (5110) Litt location for the anticipated part and price increases (Brass and additional Registers) that are being requested for Stores to bring in for upcoming Water Projects which were not anticipated as part of the original budget. Registers replacements have drastically increased due to these parts reaching their useful life and must be repaired immediately to ensure the accuracy of the utility bills.  A budget adjustment in the amount of $223,000 is necessary in the Inventory Purchase Fund (5110) for the Jefferson location. This request is being derived from the department volume and part price increases not anticipated as part of the original budget. In addition, the Stores Division is seeing and are correlated to requests for additional parts by various City departments.

ENGINEERING SERVICES DEPARTMENT-MEASURE L
 A budget adjustment is necessary to allocate higher than anticipated revenues to various Measure L projects. The total amount of the adjustment is $800,000. Each project will have an increase in the transfer out from Fund 1410 – Measure L Local Road Tax (if #1..
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Finance Committee, November 13, 2023
Monthly Budget Adjustment Report

applicable) to the project and an increase to the projects discretionary expense accounts. Below is the adjustment to each project.

Project
Number
Project Name Amount for
Adjustment
Local Streets and Roads Category
New Project Claus Road Complete Street Grant $50,000
Traffic Management Category
New Project Install RRFB at 10 Locations $500,000
101482 SS4A Action Plan $50,000
New Project Advance School Beacon Installation $200,000 Total Increase to Projects $800,000
Total Transfer Out from Fund 1410 $800,000
 A budget adjustment in the amount of $1,048,607 is necessary in Project 101063 - Pelandale Ave. Int. - Phase 2 in the Capital Grants – Streets CIP Projects Fund (3160).

The adjustment will increase the transfer out from the Streets Capital Facility Fee Fund (3410) to the project and increase the project expenditure budget. As part of the adjustment two project expenditure budgets are being reduced within the Streets Capital Facility Fee Fund, Project 100046 – Pelandale Interchange at SR99 is being reduced by $184,000 and Project 100632 – Right Turn Lane McHenry to Briggsmore is being reduced by $864,607. Both projects have been completed and the funding is no longer needed from Fund 3410.

PARKS, RECREATION AND NEIGHBORHOODS
 A budget adjustment in the amount of $199,037 is necessary in the Non-Capital MultiYear Project 101251 (PRN – Modesto Center Plaza (MCP) Deferred Maintenance) in Fund 4700 (Community Center Operations Funds) to match the current budget revenue in the project. The Fiscal Year 2023-24 budget included the transfer in from the General Fund to the project but did not increase the expenditure budget for the project. This adjustment will increase the expenditure budget so that it matches and balances the revenue currently on the project.

PUBLIC WORKS
 The following adjustments are being made from the various city Fleet Replacement subfunds to the Fleet Replacement Fund (5409). This action is being done to reimburse the Fleet Replacement Fund (5409) for vehicle purchases that had been made as required by fund accounting rules in FY 23-24 for the activity through September 2023. Below is a table showing the net effect in each sub-fund as a result of the various adjustments.

Fund Fund Name Net Impact
of
Adjustments
1709 Surface Transportation Fleet Replacement $110,581
4109 Water Fund Fleet Replacement $113,706
Total Transfer Outs $224,287
5409 Transfer In – Fleet Management Fleet Replacement $224,287 #1..
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Monthly Budget Adjustment Report

Total Transfer Ins $224,287
A budget adjustment is necessary to establish a transfer in the amount of $110,581 from the Surface Transportation Fleet Replacement Fund to Fleet Replacement Fund for purchase of (1) 15.0 truck with dump.

A budget adjustment is necessary to establish a transfer in the amount of $113,706 from the Water Fund Fleet Replacement Fund to Fleet Replacement Fund for purchase of (1) ¾ ton truck with utility.
 A budget adjustment in the amount of $265,000 is necessary in the Special Aviation Fund (4320) Project 101544 – Aviation Feasibility Study project in Fiscal Year 2023- 2024 to fund the consulting services for a feasibility study for a potential runway extension of the Modesto Airport’s primary runway 28R. The current length of 5904’ to expand to a length of 7000’-7500’. As part of the adjustment, the transfer from the County Aircraft Tax Fund (4330) to the project will be established as well.

UTILITIES
 A budget adjustment in the amount of $50,000 is necessary in the Water CIP Fund (4180) to increase the expense budget of Project 101536 – Grayson/Westley Regional Surface Water Study. This project will fund a feasibility study on the viability of surface water supply for the Grayson/Westley area. Due to the urgent need to pay for invoices in the project, a budget adjustment in the amount of $50,000 was completed on the City Manager’s authority. The adjustment will increase the budget by an additional $50,000 for a total project budget of $100,000.
 A budget adjustment in the amount of $218,000 is necessary in the Non-Capital MultiYear Project 101396 – Utility Biling Software in the Water Fund (4100) to budget for the utility billing software agreement. In addition to the project expenditure budget being increased, transfers are needed to the project to account for their portion of the software.

The following transfer outs to the project are being established. The transfer from the General Fund will come from savings within the current operating budget.

Fund
Transfer Out to
Project 101396
Sewer Fund (4210) $688,800
Storm Drain Fund (4480) $59,040
General Fund (0100) $275,520
Total $1,023,360

POLICE DEPARTMENT
 A budget adjustment in the amount of $200,000 is needed in the 2023-2024 SLESF Project (101539) in the Police Grants Fund (1342) to increase the expense and revenue budget to account for State revenues and offsetting expenditures. #1..
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Monthly Budget Adjustment Report

 A budget adjustment in the amount of $580,000 is needed in the Police Grants Fund (1342) for Project 101540 – 2024 Office of Traffic Safety (OTS) Selective Traffic Enforcement Program (STEP) Grant. The adjustment will recognize grant revenue and establish the discretionary expenditure accounts. The Modesto Police Department was awarded the grant per Grant #PT24120 and the budget appropriation is in place to expend the funds for eligible grant program categories per the grant agreement. #1..
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2022/23
AT #
Appro
ved by
CM,
BM or
DD
Fund Fund Name Cost Ctr/Project Name Account Name
Rev/Exp/TI/
TO
Account
Current
Budget
Increase
(Decrease)
Revised
Budget
Description
AT-229 BM 0100 General Fund PD- Field Operations Budget Only - Salary Adjustment - Decrease Exp $ (1,686,515) $ (825,000) $ (2,511,515) AT-229 BM 0100 General Fund PD- Field Operations Budget Only - Benefit Adjustment - Decrease Exp $ (142,140) $ (550,000) $ (692,140) AT-229 BM 0100 General Fund MFD- Fire Suppression Overtime Exp $ 2,500,000 $ 1,075,000 $ 3,575,000 AT-229 BM 0100 General Fund PD- Field Operations Tools and Field Supplies <$5,000 Exp $ 73,124 $ 40,000 $ 113,124 AT-229 BM 0100 General Fund PD- Field Operations Professional Services Exp $ 26,601 $ 20,000 $ 46,601 AT-229 BM 0100 General Fund PD- Air Support Tools and Field Supplies <$5,000 Exp $ - $ 40,000 $ 40,000 AT-229 BM 0100 General Fund PD- Air Support Business Expenses Exp $ - $ 30,000 $ 30,000 AT-229 BM 0100 General Fund PD- Air Support Professional Services Exp $ - $ 50,000 $ 50,000 AT-229 BM 0100 General Fund PD- Asset Forfeiture Public Safety Equipment <$5,000 Exp $ 78,232 $ 120,000 $ 198,232 AT-232 BM 0100 General Fund PRN-Administration ISF-JPA City Allocation Exp $ 63,698 $ (51,741) $ 11,957 A budget adjustment is necessary to reallocate the ISF - JPA City Allocation for FY 22-23 to account for the credit due to PRN.Administration 31010 for their portion of the 3rd floor square footage that was previously occupied by the County. Additionally, Solid Waste determined the need for additional square footage on the 4th floor and which resulted in a slight increase in their apportionment. The overall ISF model is not changing.

AT-234 DD 0100 General Fund CED - Building Safety CS-CS Plan Checking Fees Rev $ 58,889 $ 33,000 $ 91,889 AT-234 DD 0100 General Fund CED - Building Safety Professional Services Exp $ 103,333 $ 26,000 $ 129,333 AT-234 DD 0100 General Fund CED - Land Development Engineering Professional Services Exp $ 84,365 $ 4,000 $ 88,365 AT-234 DD 0100 General Fund CED - Administration Professional Services Exp $ - $ 3,000 $ 3,000 AT-237 CM 0100 General Fund Transfer In Fund 0100 Transfer in from Fund 1910 TI $ - $ 304,110 $ 304,110 A budget adjustment is necessary to establish the budget for the repayment of the loan from the General Fund to the RDA Successor Agency Administration Fund. The loan agreement was authorized by City Council on January 11, 2022 per resolution 2022-004.

AT-247 BM 0100 General Fund CED-Admin Budget Only - Salary Adjustment - Decrease Exp $ 93,107 $ (2,660) $ 90,447 AT-247 BM 0100 General Fund CED-Admin Budget Only - Benefit Adjustment - Decrease Exp $ 32,499 $ (1,140) $ 31,359 AT-247 BM 0100 General Fund PRN-Ops Services Admin Budget Only - Salary Adjustment - Decrease Exp $ 175,000 $ (4,557) $ 170,443 AT-247 BM 0100 General Fund PRN-Ops Services Admin Budget Only - Benefit Adjustment - Decrease Exp $ 25,000 $ (1,953) $ 23,047 AT-247 BM 0100 General Fund CED-Cannabis Admin Professional Services Exp $ 66,356 $ (3,700) $ 62,656 AT-247 BM 0100 General Fund CED-Admin Professional Services Exp $ 3,000 $ 20 $ 3,020 AT-247 BM 0100 General Fund CED-Building Safety Legal Services Exp $ - $ 13,278 $ 13,278 AT-247 BM 0100 General Fund CED-Land Development Engineering Professional Services Exp $ 88,365 $ 712 $ 89,077 AT-250 BM 0100 General Fund PRN - Operations Services Administration Budget Only - Salary Adjustment - Decrease Exp $ (175,000) $ (7,737) $ (182,737) AT-250 BM 0100 General Fund PRN - Operations Services Administration Budget Only - Benefit Adjustment - Decrease Exp $ (25,000) $ (5,157) $ (30,157) AT-250 BM 0100 General Fund PRN - Operations Services Administration Professional Services Exp $ 1,438,094 $ 12,894 $ 1,450,988 Total Changes for Fund 0100 $ 2,881,008 $ 318,369 $ 3,199,377 AT-235 BM 1321 Public Education Governmental
(PEG) Fund
IT - Public Educational and Governmental (PEG)
Operations PC Software and Supplies Exp $ 51,400 $ 5,000 $ 56,400 A budget adjustment is necessary to increase the budget in Fund 1321 - PEG fund for FY 22-23. The increase is accounting for year-end accruals that posted along with encumbrances that are rolling over to the following fiscal year which have caused a negative budget. The increase in budget will come from the PEG fund reserves which has a sufficient fund balance.

Total Changes for Fund 1321 $ 51,400 $ 5,000 $ 56,400
AT-233 BM 1381 Non-Capital Public Works (NonGrant) City Services for StanRTA-Citywide Agreements PERs - Unfunded Accrued Liability Lump Sum Exp $ 27,215 $ (27,215) $ - A budget adjustment is necessary to reallocate the PERs Unfunded Accrued Liability for FY 22-23 to account for the closing of Cost Center 51019 which was used to house employees temporarily. The amount previously allocated to that cost center is being re-allocated throughout the Misc. Allocation model. The overall ISF model is not changing.

Total Changes for Fund 1381 $ 27,215 $ (27,215) $ -
AT-237 CM 1910 RDA Successor Agency
Administration Fund Transfer Out Fund 1910 Transfer Out to Fund 0100 TO $ - $ 304,110 $ 304,110 A budget adjustment is necessary to establish the budget for the repayment of the loan from the General Fund to the RDA Successor Agency Administration Fund. The loan agreement was authorized by City Council on January 11, 2022 per resolution 2022-004.

Total Changes for Fund 1910 $ - $ 304,110 $ 304,110
AT-251 BM 3275 Coffee/Claratina CFD CED-Coffee/Claratina CFD Annexation, Formation and Annual Maintenance Repair and Maintenance Services - Landscape Exp $ 39,041 $ 2,367 $ 41,408 A budget adjustment is needed to increase the Repair and Maintenance Services - Landscape account in the Coffee/Claratina CFD to account for accruals related to Grover Landscaping in Fiscal Year 2022-23.

Total Changes for Fund 3275 $ 39,041 $ 2,367 $ 41,408
AT-230 BM 4210 Sewer Operations Funds UTL- Sewer Collections Budget Only - Salary Adjustment - Decrease Exp $ - $ (40,000) $ (40,000) AT-230 BM 4210 Sewer Operations Funds UTL- Sewer Collections Budget Only - Benefit Adjustment - Decrease Exp $ - $ (20,000) $ (20,000) AT-230 BM 4210 Sewer Operations Funds UTL- Sewer Collections Repair and Maintenance Services Exp $ 212,364 $ 60,000 $ 272,364 AT-243 DD 4210 Sewer Operations Funds UTL- Sewer Collections Budget Only - Salary Adjustment - Decrease Exp $ - $ (4,200) $ (4,200) A budget adjustment of $6,000 is necessary to move salary savings from Appropriation Unit A to Repair and Maintenance Services in Appropriation Unit C in order to cover underbudgeted expenses.

A budget adjustment is necessary in the amount of $14,010 to move salary and discretionary savings from CED and PRN to CED-Admin, CED-Building Safety, and CED-Land Development Engineering to address fiscal year end deficits.

A budget adjustment is necessary to reallocate salary savings in the PRN-Operations Services Administration cost center to Professional Services to account for Grover Landscape invoices that were accrued in Fiscal Year 2022-23. There are sufficient salary savings to re-allocate and the overall budget is not changing.

A budget adjustment is necessary to move funds from the Police Department Appr Unit A (Salary and Benefits) savings to the Police Department Appr Unit C (Discretionary Expenses) and the Fire Department Appr Unit A (Salary and Benefits) to cover additional expenses incurred by the Fire and Police Departments for Fiscal Year 2022-2023. A portion of the expenses are related to Modesto Fire Department Overtime and Discretionary expenses in the Air Support Cost Center (19322) that need to be accounted for. The overall General Fund expenses budget is not changing.

A budget adjustment is necessary to re-allocate salary savings within the UTL - Sewer Collections cost center 44211 to pay for outstanding invoices related to Fiscal Year 2022-23. There are sufficient salary savings to re-allocate and the overall budget is not changing.

A budget adjustment of $33,000 is necessary to recognize Plan Checking Fee Revenue and to increase CED expense budget.
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2022/23
AT #
Appro
ved by
CM,
BM or
DD
Fund Fund Name Cost Ctr/Project Name Account Name
Rev/Exp/TI/
TO
Account
Current
Budget
Increase
(Decrease)
Revised
Budget
Description
AT-243 DD 4210 Sewer Operations Funds UTL- Sewer Collections Budget Only - Benefit Adjustment - Decrease Exp $ - $ (1,800) $ (1,800) AT-243 DD 4210 Sewer Operations Funds UTL- Sewer Collections Repair and Maintenance Services Exp $ 212,364 $ 6,000 $ 218,364 Total Changes for Fund 4210 $ 424,728 $ - $ 424,728
AT-244 DD 4480 Storm Drain PW - Street Sweeping Budget Only - Salary Adjustment - Increase Exp $ - $ 11,550 $ 11,550 AT-244 DD 4480 Storm Drain PW - Street Sweeping Budget Only - Benefit Adjustment - Increase Exp $ - $ 4,950 $ 4,950 AT-244 DD 4480 Storm Drain PW - Street Sweeping Dump Fees Exp $ 161,419 $ 16,500 $ 177,919 Total Changes for Fund 4480 $ 161,419 $ 33,000 $ 194,419 AT-252 CM 4605 Golf Kemper Fund PRN - Golf Kemper Dryden Course Rental of Equipment Exp $ 40,000 $ 9,545 $ 49,545 AT-252 CM 4605 Golf Kemper Fund PRN - Golf Kemper Creekside Course Rental of Equipment Exp $ 45,063 $ 19,245 $ 64,308 Total Changes for Fund 4605 $ 85,063 $ 28,790 $ 113,853 AT-241 DD 4890 Compost Fund PW - Compost Operations Budget Only - Salary Adjustment - Decrease Exp $ - $ (117,600) $ (117,600) AT-241 DD 4890 Compost Fund PW - Compost Operations Budget Only - Benefit Adjustment - Decrease Exp $ - $ (50,400) $ (50,400) AT-241 DD 4890 Compost Fund PW - Compost Operations Professional Services Exp $ 256,088 $ 168,000 $ 424,088 Total Changes for Fund 4890 $ 256,088 $ - $ 256,088
AT-245 DD 4892 Green Waste PW - Community Forestry Budget Only - Salary Adjustment - Decrease Exp $ - $ (46,200) $ (46,200) AT-245 DD 4892 Green Waste PW - Community Forestry Budget Only - Benefit Adjustment - Decrease Exp $ - $ (19,800) $ (19,800) AT-245 DD 4892 Green Waste PW - Green Waste Collection Professional Services Exp $ 19,481 $ 66,000 $ 85,481 Total Changes for Fund 4892 $ 19,481 $ - $ 19,481
AT-240 BM 5230 Information Technology Fund IT - Administration Interfund Charges - Technology and Information Services Rev $ 568,334 $ (450) $ 567,884 AT-240 BM 5230 Information Technology Fund IT - Business Applications/Development Services Interfund Charges - Technology and Information Services Rev $ 2,069,868 $ (1,639) $ 2,068,229 AT-240 BM 5230 Information Technology Fund IT - ERP Maintenance Interfund Charges - Technology and Information Services Rev $ 289,795 $ (229) $ 289,566 AT-240 BM 5230 Information Technology Fund IT - Geographic Information Systems Interfund Charges - Technology and Information Services Rev $ 495,206 $ (392) $ 494,814 AT-240 BM 5230 Information Technology Fund IT - Network/Data Center Interfund Charges - Technology and Information Services Rev $ 3,369,298 $ (2,669) $ 3,366,629 AT-240 BM 5230 Information Technology Fund IT - Technology & Equipment Replacement Interfund Charges - Technology and Information Services Rev $ 1,013,974 $ (606) $ 1,013,368 Total Changes for Fund 5230 $ 7,806,475 $ (5,985) $ 7,800,490 AT-240 BM 5320 Insurance - Workers
Compensation Fund HR - Workers Compensation Interfund Charges - Premium Assessments Rev $ 5,678,579 $ (274) $ 5,678,305 A budget adjustment is necessary to adjust the revenue budgets for various ISF's for FY 22-23. The reason for the adjustments in the various revenue accounts is due to budget adjustments to close-out cost center 51019 per BT-154. The adjustment reduced the ISFs in the cost center, but did not decrease the ISF revenue due to the cost center being closed out. This adjustment will correct this.

Total Changes for Fund 5320 $ 5,678,579 $ (274) $ 5,678,305 AT-240 BM 5330 Insurance - Liability Insurance
Fund HR - Liability Insurance Interfund Charges - Premium Assessments Rev $ 6,552,559 $ (840) $ 6,551,719 A budget adjustment is necessary to adjust the revenue budgets for various ISF's for FY 22-23. The reason for the adjustments in the various revenue accounts is due to budget adjustments to close-out cost center 51019 per BT-154. The adjustment reduced the ISFs in the cost center, but did not decrease the ISF revenue due to the cost center being closed out. This adjustment will correct this.

Total Changes for Fund 5330 $ 6,552,559 $ (840) $ 6,551,719 AT-240 BM 5510 Employee Benefits Management
Fund HR - EB Leave Usage, City-Wide Interfund Charges - EBF Leave Accrual Rev $ 4,711,771 $ (5,062) $ 4,706,709 A budget adjustment is necessary to adjust the revenue budgets for various ISF's for FY 22-23. The reason for the adjustments in the various revenue accounts is due to budget adjustments to close-out cost center 51019 per BT-154. The adjustment reduced the ISFs in the cost center, but did not decrease the ISF revenue due to the cost center being closed out. This adjustment will correct this.

Total Changes for Fund 5510 $ 4,711,771 $ (5,062) $ 4,706,709 AT-240 BM 5520 Employee Benefits
Administration Fund HR - Employee Benefits Administration Interfund Charges - Premium Assessments Rev $ 788,260 $ (1,248) $ 787,012 A budget adjustment is necessary to adjust the revenue budgets for various ISF's for FY 22-23. The reason for the adjustments in the various revenue accounts is due to budget adjustments to close-out cost center 51019 per BT-154. The adjustment reduced the ISFs in the cost center, but did not decrease the ISF revenue due to the cost center being closed out. This adjustment will correct this.

AT-256 BM 5520 Employee Benefits
Administration Fund HR - Employee Benefits Administration Legal Services Exp $ 170,000 $ (71,500) $ 98,500 AT-256 BM 5520 Employee Benefits
Administration Fund HR - Employee Benefits Administration Milestone Recognition Pay Exp $ - $ 71,500 $ 71,500 Total Changes for Fund 5520 $ 788,260 $ (1,248) $ 787,012 A budget adjustment is necessary to adjust the revenue budgets for various ISF's for FY 22-23. The reason for the adjustments in the various revenue accounts is due to budget adjustments to close-out cost center 51019 per BT-154. The adjustment reduced the ISFs in the cost center, but did not decrease the ISF revenue due to the cost center being closed out. This adjustment will correct this.

A budget adjustment of $168,000 is necessary to move salary savings from Appropriation Unit A to Professional Services in Appropriation Unit C in order to cover underbudgeted expenses related to Rental of Equipment, Fleet Cost, and other Professional Services expenses.

A budget adjustment of $6,000 is necessary to move salary savings from Appropriation Unit A to Repair and Maintenance Services in Appropriation Unit C in order to cover underbudgeted expenses.

A budget adjustment of $16,500 is necessary to move savings from Dump Fees to Appropriation Unit A to cover underbudgeted Overtime expenses A budget adjustment of $66,000 is necessary to move salary savings from Appropriation Unit A to Professional Services in Appropriation Unit C in order to cover underbudgeted expenses related to ISF - Fleet Operating and Maintenance A budget adjustment is necessary to increase the expense budget in the Golf Kemper fund in the Rental of Equipment accounts due to invoices that were accrued A Budget Adjustment is necessary to move Discretionary Budget from Legal Services savings in the amount of $71,500 in the Employee Benefits Administration cost center to the Milestone Recognition Pay account in Appr Unit A to cover the costs of the Milestone pays that were part of the labor union agreements in FY 2023. This is movement of Appr Unit C's to Appr Unit A's.
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2022/23
AT #
Appro
ved by
CM,
BM or
DD
Fund Fund Name Cost Ctr/Project Name Account Name
Rev/Exp/TI/
TO
Account
Current
Budget
Increase
(Decrease)
Revised
Budget
Description
AT-236 CM 6100 Industrial Fire JPA Industrial Fire Property Taxes - RPTTF Allocation Rev $ 165,000 $ 16,000 $ 181,000 AT-236 CM 6100 Industrial Fire JPA Industrial Fire Intergovernmental Services - Other Exp $ 371,052 $ 8,888 $ 379,940 AT-236 CM 6100 Industrial Fire JPA Industrial Fire Intergovernmental Services - Ceres Exp $ 296,909 $ 7,112 $ 304,021 Total Changes for Fund 6100 $ 832,961 $ 32,000 $ 864,961 AT-232 BM Various Various Various ISF-JPA City Allocation Exp $ 1,242,039 $ 51,741 $ 1,293,780 A budget adjustment is necessary to reallocate the ISF - JPA City Allocation for FY 22-23 to account for the credit due to PRN.Administration 31010 for their portion of the 3rd floor square footage that was previously occupied by the County. Additionally, Solid Waste determined the need for additional square footage on the 4th floor and which resulted in a slight increase in their apportionment. The overall ISF model is not changing.

AT-233 BM Various Various Various PERs - Unfunded Accrued Liability Lump Sum Exp $ 11,401,907 $ 27,215 $ 11,429,122 A budget adjustment is necessary to reallocate the PERs Unfunded Accrued Liability for FY 22-23 to account for the closing of Cost Center 51019 which was used to house employees temporarily. The amount previously allocated to that cost center is being re-allocated throughout the Misc. Allocation model. The overall ISF model is not changing.

Total Changes for Fund Various $ 12,643,946 $ 78,956 $ 12,722,902 A budget adjustment is necessary to account for increased Property Tax revenue in the Industrial Fire JPA in Fiscal Year 2022-2023. The collection exceeded what was anticipated for the fiscal year. The total expenses are also being increased to match the revenue being collected.
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Approve
d by CM,
BM or
DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget
Description
AT-033 BM 1301 Capital Improvement Support -
Survey Equipment Replacement
ENG-Capital Improvement Replacement -
Survey Equipment Tools and Field Supplies <$5,000 Exp $ - $ 2,500 $ 2,500 A budget adjustment is necessary to increase the budget in the Capital Improvement Support - Survey Equipment Replacement fund to establish the budget for the repairs and warranty for the trimble instrument used by survey staff. The increase in budget will be funded with reserves in Fund 1301 collected from the quarterly survey journals.

Total Changes for Fund 1301 $ - $ 2,500 $ 2,500
AT-031 BM 1342 Grants - Police 101531 - HSI Police Overtime Exp $ - $ 25,000 $ 25,000 This budget adjustment is needed to program revenue and expenses and offsetting expenses in the amount of $25,000 for overtime costs for Homeland Security Investigations, per an HSI agreement for sd case is a participating agency.

Overtime expenses will be reimbursed to the City of Modest Police Department by the United States Department of Justice. The current agreement provides up to $25,000
AT-032 BM 1342 Grants - Police 101522 - OCDEFT II Police Overtime Exp $ 25,000 $ 25,000 $ 50,000 This budget adjustment is needed to program revenue and expenses and offsetting expenses in the amount of $25,000 for overtime costs for OCDEFT Case No. PACAE-0642 (Hawkeye), per an OCDETF agreement for said case in which MPD is a participating agency. Overtime expenses will be reimbursed to the City of Modest Police Department by the United States Department of Justice. The current agreement provides up to $25,000
AT-034 BM 1342 Grants - Police 101297 - MPD 2020 BJAG Police Overtime Exp $ 48,027 $ (48,027) $ - AT-034 BM 1342 Grants - Police 101297 - MPD 2020 BJAG Police Overtime Exp $ 78,587 $ 48,027 $ 126,614 AT-037 CM 1342 Grants - Police 101529 - 2023/2024 Raymus Foundation Appr Unit C Exp $ - $ 28,163 $ 28,163 AT-037 CM 1342 Grants - Police 101529 - 2023/2024 Raymus Foundation Miscellaneous Donation/Contribution Rev $ - $ 28,163 $ 28,163 AT-040 BM 1342 Grants - Police 101535 - ATF Overtime Exp $ - $ 25,000 $ 25,000 AT-040 BM 1342 Grants - Police 101535 - ATF Intergov - Federal - Dept of Justice Rev $ - $ 25,000 $ 25,000 Total Changes for Fund 1342 $ 151,614 $ 156,326 $ 307,940 AT-045 CM 1410 Measure L Road Tax Fund 14626 - Traffic Management Transfer out to fund 3160 TO $ 40,000 $ 30,000 $ 70,000 A budget adjustment is necessary to increase the expense budget for Project 101317 and increase the transfer out from Fund 1410 to the project as additional Measure L funding is needed on the project. This was approved by the Measure L Citizen's Sales Tax Transportation Commission on 10/5/2023.

Total Changes for Fund 1410 $ 40,000 $ 30,000 $ 70,000
AT-039 DD 1800 Economics
Development/Strategic Dev Plan Olivewood Tentative Subdivision Map CS-CD-Times Materials Fees Rev $ - $ 5,000 $ 5,000 AT-039 DD 1800 Economics
Development/Strategic Dev Plan Olivewood Tentative Subdivision Map Appr C - Svcs City Forces Exp $ - $ 5,000 $ 5,000 Total Changes for Fund 1800 $ - $ 10,000 $ 10,000
AT-045 CM 3160 Capital Grants - Streets CIP
Projects
101317 - Carpenter/Maze/Prescott Fiber
Drop UR - Utility Relocation Exp $ - $ 30,000 $ 30,000
AT-045 CM 3160 Capital Grants - Streets CIP
Projects
101317 - Carpenter/Maze/Prescott Fiber
Drop Transfer In from Fund 1410 TI $ 40,000 $ 30,000 $ 70,000 Total Changes for Fund 3160 $ 40,000 $ 60,000 $ 100,000 AT-046 BM 3170 Capital Grants - HUD 100866 - Senior Playground EDA CDBG - Eng./Design/Admin Exp $ 36,000 $ (2,300) $ 33,700 AT-046 BM 3170 Capital Grants - HUD 100866 - Senior Playground CTGY - Contingency Exp $ 61,800 $ 2,300 $ 64,100 Total Changes for Fund 3170 $ 97,800 $ - $ 97,800
AT-029 BM 3255 Tivoli CFD 101420 - Tivoli LDP Professional Services Exp $ 25,000 $ 25,000 $ 50,000 A budget adjustment is necessary to increase the Tivoli LDP project as additional expenses are outstanding and are needed to be paid. The increase in budget will come from the Fund 3255 Tivoli CFD fund balance.

This Budget Adjustment is needed to program revenue and expense and offsetting expenses in the amount of $25,000 for overtime costs for ATF, per an ATF agreement for said case in which MPD is a participating agency. Overtime expenses will be reimbursed to the City of Modesto Police Department by the United State Department of Justice.

A budget adjustment is necessary to decrease the Appr Unit A task line and increase the Appr Unit C task line. Expenses in the Appr Unit A line were deemed to be ineligible under the Edward Byrne Assistance Grant. By increasing the budget to Appr Unit C task, this will allow for eligible expenses to be incurred and the reimbursement revenue received. Overall project budget is not changing.

A budget adjustment in the amount of $28,162 is needed to recognize revenue received and program offsetting expenses in the same amount from the Raymus Foundation Grant to the Police Department.

A budget adjustment is necessary to establish the budget for a time and material project for the Olivewood Tentative Subdivision Map. The project is funded by a $5,000 time and material trust from Mid Valley Engineering (MVE, INC.) for the proposed development agreement.

A budget adjustment is necessary to increase the expense budget for Project 101317 and increase the transfer out from Fund 1410 to the project as additional Measure L funding is needed on the project. This was approved by the Measure L Citizen's Sales Tax Transportation Commission on 10/5/2023.

A budget adjustment is needed to move $2,300 into task Contingency CIIP to cover change order #7.
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Approve
d by CM,
BM or
DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget
Description
Total Changes for Fund 3255 $ 25,000 $ 25,000 $ 50,000
AT-043 BM 3432 Parks and Air Quality Capital
Facility Fees Fund 101393 - Monterosso Trailhead Parking EDA - Eng./Design/Admin Exp $ 20,000 $ (3,000) $ 17,000 AT-043 BM 3432 Parks and Air Quality Capital
Facility Fees Fund 101393 - Monterosso Trailhead Parking LA - Land Acquisition Exp $ 795,000 $ 3,000 $ 798,000 Total Changes for Fund 3432 $ 815,000 $ - $ 815,000
AT-030 BM 4100 Water Fund 43010 - UTL - Ground Water
Management Plant Professional Services Exp $ 85,668 $ 25,000 $ 110,668 A budget adjustment is necessary to increase the Professional Services account in the Ground Water management Plant to cover expenses associated with the STRGBA GSA Membership.

AT-036 BM 4100 Water Fund 101456 - Well Strategy Plan AUC - Engineering/Design/Admin Exp $ 126,125 $ 25,000 $ 151,125 A budget adjustment is necessary to increase the consultant expenses and staff time for the next phase of the project. There are sufficient funds in the Water Fund reserves for the increase.

Total Changes for Fund 4100 $ 211,793 $ 50,000 $ 261,793 AT-042 CM 4180 Water Fund CIP 101536 - Grayson/Westley Surf H20 Study AUC-EDA Discretionary Expenses Exp $ - $ 50,000 $ 50,000 A budget adjustment is necessary to establish initial project budget. The City is actively working on evaluating options for delivering water to the City's Outlying Grayson Service Area. This project will accomplish a feasibility study on the viability of surface water supply for the Grayson-Westley area.

Total Changes for Fund 4180 $ - $ 50,000 $ 50,000
AT-041 BM 4210 Sewer Operations Funds 101453 WW Grant Research/Writing Eng./Design/Admin Exp $ 150,000 $ (145,000) $ 5,000 AT-041 BM 4210 Sewer Operations Funds 101453 WW Grant Research/Writing EDA Septic to Sewer Exp $ - $ 145,000 $ 145,000 AT-044 BM 4210 Sewer Operations Funds 100535 - Sonoma Tuck Extension Lift Station CA - Construction Administration Exp $ 513,921 $ (5,000) $ 508,921 AT-044 BM 4210 Sewer Operations Funds 100535 - Sonoma Tuck Extension Lift Station CCF - City Construction Forces Exp $ - $ 5,000 $ 5,000 Total Changes for Fund 4210 $ 150,000 $ - $ 150,000
AT-038 DD 5230 Information Technology IT-Network/Data Center PC Software and Supplies Exp $ 147,311 $ (95,000) $ 52,311 AT-038 DD 5230 Information Technology IT-Security PC Software and Supplies Exp $ - $ 95,000 $ 95,000 AT-038 DD 5230 Information Technology IT-Network/Data Center Training Expenses Exp $ 32,000 $ (5,000) $ 27,000 AT-038 DD 5230 Information Technology IT-Security Training Expenses Exp $ - $ 5,000 $ 5,000 AT-038 DD 5230 Information Technology IT-Network/Data Center Repair and Maintenance Services Exp $ 1,679,275 $ (117,955) $ 1,561,320 AT-038 DD 5230 Information Technology IT-Security Repair and Maintenance Services Exp $ - $ 117,955 $ 117,955 AT-038 DD 5230 Information Technology IT-Network/Data Center Professional Services Exp $ 236,637 $ (100,000) $ 136,637 AT-038 DD 5230 Information Technology IT-Security Professional Services Exp $ - $ 100,000 $ 100,000 AT-038 DD 5230 Information Technology IT-Network/Data Center Budget Only Salary Adjustment - Decrease Exp $ - $ (299,113) $ (299,113)
AT-038 DD 5230 Information Technology IT-Security Budget Only Salary Adjustment - Increase Exp $ - $ 299,113 $ 299,113
AT-038 DD 5230 Information Technology IT-Network/Data Center Budget Only Benefit Adjustment - Decrease Exp $ - $ (64,232) $ (64,232)
AT-038 DD 5230 Information Technology IT-Security Budget Only Benefit Adjustment - Increase Exp $ - $ 64,232 $ 64,232
Total Changes for Fund 5230 $ 2,095,223 $ - $ 2,095,223 A budget adjustment is necessary to reallocate budget between cost center 17710 - IT-Network/Data Center and 17720 - IT - Security to account for the new Security cost center that has been created to track expenses related to security within the Information Technology Fund 5230. The overall IT budget is not changing the adjustment is only moving current operating budget from one cost center to another.

A budget adjustment is necessary to create a new task line to track staff time and expenses associated with pursuing grant opportunities associated with the Septic to A budget adjustment is necessary to reallocate the budget between task lines to cover the expenses associated with a Land Acquisition purchase A budget adjustment is necessary to reallocate between tasks as City Staff requested line to bill their time for repeated called out to project. #1..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 13, 2023
Date: November 13, 2023
TO: Finance Committee:

David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Scott Conn, Chief Information Officer
SUBJECT: Zoom Room Expansions and Upgrades
CONTACT: Kevin Harless, Information Technology Manager
[email protected], 209-571-5593
DESCRIPTION:

Consider an Agreement with Zoom Video Communications, Inc., for Professional Deployment Services in the amount of $53,297 and the Purchase of Zoom Room equipment from Think Fast Track for a total amount not to exceed $247,202 and forwarding to Council for approval. (Funding Source: Public Educational and Government (PEG) Fund and Fire Department General Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives: Build community trust in City government through responsive, transparent, and efficient service delivery.

BACKGROUND:

The City of Modesto successfully implemented a pilot program for Zoom Rooms in February 2023, with a cost of $48,957.26 under the authority of the City Manager. The pilot room has been utilized for hybrid Committee meetings where members of the public could attend in-person or remotely via Zoom. This room has also been utilized by staff for internal hybrid meetings and has resulted in improved collaboration across departments and with City residents. The Zoom Room is sometimes difficult to reserve as it has experienced a growth in demand due to its functionality and positive user experience. Experienced users are seeing additional value-added potential for the Zoom Room concept and are seeking implementation of more rooms, an expansion of the current pilot room’s capabilities, and an alternate back-up room for Committee meetings ensuring ongoing public engagement should issues occur within the existing Zoom Room. #2..
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Finance Committee, November 13, 2023
Zoom Rooms Expansions and Upgrades

DISCUSSION:

With the success of the pilot Zoom Room came subsequent solution ideas designed to address current and identified future needs. The Fire Department had been searching for a costeffective way to technologically unite its Headquarters, 3 Battalion stations, and Training station to better coordinate firefighting strategy, collaboration, and training/certification processes. It sees the addition of Zoom Rooms at each location as a productive solution that can be leveraged for years to come.

The existing pilot Zoom Room’s success can be enhanced through the addition of more viewing screens on all walls resulting in 2 screens per wall. This upgrade will allow the room to be configured to fit any possible event (Committee meeting, classroom training, multiple roundtable configuration, U-shaped venue, Head Table, and audience chairs) and allow for maximum participant visibility of content being shared or presented. This will create an elevated Zoom Room user experience for all in attendance.

With the demand for our pilot Zoom Room being high, it is prudent to add a second room for use to spread the demand between the two rooms and for use as a critical Committee backup room should the pilot room experience any technical issues. The existing IT Training facility will be upgraded to become a Zoom Room to satisfy this need.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. Here, the deployment and implementation of Zoom Rooms is only available from Zoom’s professional services business unit. And while the equipment utilized within Zoom Rooms can be purchased from various vendors (each carrying some, but not all necessary pieces), only Think Fast Track offers one-stop shopping for all essential equipment making Zoom Video Communications, Inc., and Think Fast Track unique within the marketplace. Therefore, staff recommends the professional deployment services Statement of Work with Zoom Video Communications, Inc. and Zoom Room equipment purchase from Think Fast Track should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b).

FISCAL IMPACT:

The enhancement of the existing pilot Zoom Room, and the addition of the backup Zoom Room within the IT Training Facility will be funded through the City’s PEG Fund (allocated for public education and communication). The Fire Department Zoom Rooms will be funded through the Fire Department’s General Fund operating budget (Fund 0100). With an 8% contingency to address any unforeseen implementation expenses.

Zoom Video
Communications
Professional
Services
Think Fast Track
Equipment
Totals
PEG Fund $22,296 $66,935 $89,231
Fire Department $31,001 $108,658 $139,659
8% Contingency $18,312
Total = $247,202
#2..
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Finance Committee, November 13, 2023
Zoom Rooms Expansions and Upgrades

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Sole Source Agreement with Zoom Video Communications, Inc., for Professional Deployment Services in the amount of $53,297 and the Sole Source purchase of Zoom Room equipment from Think Fast Track in the amount of $175,593 plus an 8% contingency of $18,312 for a total amount not to exceed $247,202 and forwarding to Council for approval.

Approved by:

Scott Conn, Chief Information Officer
Joseph P. Lopez, City Manager
Attachments:

1. Agreement – Zoom Video Communications Statement of Work

2. Document – Sole Source Justification Bid Waiver Zoom Communications

3. Document – Sole Source Justification Think Fast Track #2..
- 19 -
Zoom Rooms Professional Services Organization
Statement of Work for Full Deployment Services
This Statement of Work for Professional Services (“SOW”) is effective on 10/20/2023 (“Effective Date”) between Zoom Video Communications, Inc. (“Zoom”) and City of Modesto (“Customer”) and is governed by the Zoom Terms of Service found at http://www.zoom.us/terms (unless Customer and Zoom have entered into a written governing Master Subscription Agreement, in which case such written agreement will govern). Customer’s purchase of Professional Services pursuant to this SOW is also governed by the Zoom Professional Services Terms and Conditions available at:
https://zoom.us/professional-services-terms. Any capitalized terms used but not defined herein shall have the meaning ascribed to them in the Zoom Terms of Service (or Master Subscription Agreement, as applicable) or Zoom Professional Services Terms and Conditions.

Agreement
This SOW is entered into as of 10/20/2023 between City of Modesto and Zoom Video Communications, Inc.

Zoom Video Communications, Inc.

Signature:_______________________________________________ Date:__________________________ City of Modesto
Signature:_______________________________________________ Date:__________________________ Bill To: Sold To:

City of Modesto
1010 10th Street, Suite 6100
Modesto, CA 95354
City of Modesto
1010 10th Street, Suite 6100
Modesto, CA 95354
Scott Conn
(209) 577-5229
[email protected]
Scott Conn
(209) 577-5229
[email protected]
Date: 10/20/2023
(quote is valid for 30 days from this date)
Order/ Quote Number: PSO-028179-City of Modesto - Combined Projects-F Total SOW Amount: $53,297
Master Doc: Rev 2.0 © Zoom Video Communications, Inc. 2020 Page 1 of 8 #2..
- 20 -
Zoom Rooms Professional Services Organization
Current Project
Plan
Use Case
Analyze
Strategize
Design
Innovate
Standards
Document
Deploy
[Appendix]
Project Manage
Coordinate
Install & Configure
Manage
]
Monitoring
Helpdesk
Onsite
Recitals: Project Overview
Customer has provided Zoom with an initial project needs assessment concerning design scope, and Customer now wants to purchase and obtain Zoom Rooms Professional Services. This SOW contains room design descriptions which have been included in a separately executed SOW, resulting in an executable design package for Customer’s future Zoom Rooms environment. This SOW includes the costs shown to reflect deployment services [Appendix].

ARTICLE 1
Project Management

1.1 Assignment of TPM. Upon receipt of a signed Full Deployment Services SOW, a Zoom-designated Technical Project Manager (“TPM”) will be assigned to the Customer's project. The TPM will work with the Customer for the duration of the deployment.

1.2 Roles and responsibilities of Zoom TPM:

1.2.1 Serving as a Single Point of Contact for the delivery of all Professional Services under this SOW, following Zoom’s proven deployment best practices.

1.2.2 Leading and managing project initiation sessions, and if required to complete this scope of services, then also managing the following additional team member(s) in any combination thereof at TPM’s discretion:
(i) Zoom installation team(s).
(ii) Customer stakeholders & IT staff.
(iii) Network/data specialists.
(iv) Electricians.
(v) General contractors.
(vi) Furniture manufacturers.
(vii) Third-party installers.

1.2.3 The development, review, authoring, deployment, and managing of any mutually agreed upon written Change Orders and interventions to achieve project outputs.

1.2.4 Facilitating and leading regular status update meetings, organizing planning sessions and Customer steering committees, as applicable.

1.2.5 Performing closure procedures at the conclusion of project activities via Customer consensus.

1.2.6 Driving the creation and management of project governance, including but not limited to:
(i) Project plan and schedule.

Master Doc: Rev 2.0 © Zoom Video Communications, Inc. 2020 Page 2 of 8 #2..
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Zoom Rooms Professional Services Organization
(ii) Logistics oversight & assistance.
(iii) Communication plan.
(iv) Resource requirements.
(v) Escalation process.
(vi) Change control.
(vii) Test plan.
(viii) Action and Risk register.

1.2.7 Completion of resource assignments and scheduling in alignment with the master project schedule.

1.2.8 Management of project documentation.

1.2.9 Management of project timelines in alignment and via consensus with the Customer designated internal TPM or single point of contact.

1.2.10 Identification, communication, and mitigation of project risks and issues, reserving the right to delay deployment as deemed necessary.

1.2.11 Alignment of project goals and scope with Customer expectations for the duration of the project as a whole.

1.2.12 Completing scoped migration and go live support.

ARTICLE 2
Scope of Services

2.1 Scope of Services – Full Deployment Overview.

Zoom will execute the deployment of 7 rooms for City of Modesto, based on the submitted design package.

2.2 Full Deployment Scope Included.

Zoom and/or TPM will perform the following included services:

2.2.1 Pre-deployment communication with Customer and Zoom installation team.

2.2.2 Discuss timeline, procurement options, and desired next steps.

2.2.3 On-site scheduling & coordination.

2.2.4 Zoom TPM will review all Zoom Rooms designs with the Zoom Installation team prior to project start date.

2.3 Site readiness. Zoom and/or TPM will perform the following included services:

2.3.1 Work through and assist with Customer Responsibilities.

2.3.2 Meet with respective teams, general contractors, architects, third party vendors.

2.3.3 Identify deliverables for each team and set expectations.

2.4 Coordinate with Zoom installation team. Zoom and/or TPM will perform the following included services:

2.4.1 Provide consolidated daily/weekly reports as gathered by the Zoom installation team.

2.4.2 Zoom TPM will maintain constant communication with the Zoom installation team to ensure the project is on schedule.

2.5 Install and configure new hardware and software components. Zoom and/or TPM will perform the following included services:

2.5.1 On-site cabling and cable management.

2.5.2 On-site mounting of cameras.

2.5.3 On-site mounting of TVs.

2.5.4 On-site installation and configuration of audio & video components.

2.5.5 Configuration of all Zoom components (Mac/PC, iPad and account configuration).

2.5.6 System test and verification.

2.5.7 Execute Zoom install best practices.

2.5.8 Troubleshoot Zoom technical issues (non-IT).

2.5.9 Provide Zoom Rooms training for key stakeholders.

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Zoom Rooms Professional Services Organization

2.5.10 Provide a confirmation email to Customer for each room which indicates the completion of the installation for the room.

2.5.11 Provide Customer satisfaction analysis.

ARTICLE 3
Scope of Work Exclusions

3.1 Excluded: Ceiling tile replacement or repair. Customer is responsible for all ceiling tile replacements and repairs.

3.2 Excluded: Decommissioning or relocating existing equipment. Customer is responsible for the removal, discarding of, e-waste or re-use of any pre-existing equipment not listed in this SOW.

3.3 Excluded: Electrical Installation or Validation. Customer is responsible for ensuring access to electrical power at each required location, any high voltage installation, and Customer will engage an electrician if necessary to ensure their infrastructure is up to standards.

3.4 Excluded: Network Installation or Validation. Customer is responsible for ensuring access to electrical power at each required location, building network switch installations or cabling, and Customer is responsible for any centralized network connectivity or cabling.

3.5 Excluded: Conduit. Customer is responsible for conduit or conduit run installations.

3.6 Excluded: Painting. Customer is responsible for painting, patching and drywall repairs.

3.7 Excluded: License and Permits. Customer is responsible for any and all licenses, permits and/or approval.

3.8 Excluded: Furniture. Customer is responsible for furniture modifications (for example, hole/grommet for cable paths)

3.9 Excluded: Waste. Customer is responsible for offsite waste disposal and office waste disposal, and acknowledges that the Zoom team may relocate all waste to disposal areas within the same physical address at the installation.

3.10 Excluded: Digital signage content creation or setup. Customer is responsible for content creation, implementation, setup and maintenance of any digital signage.

3.11 Excluded: Control GUI/programming or advice. Customer is responsible for any additional requirements for control not standard to ZRC (Zoom Rooms Controller) are excluded.

3.12 Excluded: Acoustic Treatment Design. Customer is responsible for acoustically treating any conference room or office space. Upon request, Zoom may make a recommendation to an acoustic specialist for this purpose. Customer acknowledges that a conference room/space should be acoustically treated (prior to any installation) for optimal Zoom Rooms experience.

3.13 Excluded: Lighting Design. Customer is responsible for conference room(s) and/or office(s) lighting. Customer acknowledges that Zoom does not operate to design lighting for conference rooms or offices.

3.14 Excluded: Automation Control Design. Additional automation control for Zoom Rooms is excluded.

3.15 Excluded: Additional Integration. Integration, testing or assisting with any features not included with Zoom Rooms software released on day one of installation.

ARTICLE 4
Customer’s Project Responsibilities

4.1 Customer is responsible for fully managing and executing the items listed in Article 4. Customer delays or failure to deliver any of the following Customer Project Responsibilities within the needed time to fulfill this SOW will result in a delay of service through no fault of Zoom and/or additional service fees.

4.2 Room details. Customer shall provide all necessary information to Zoom concerning design(s) that suit the customer’s desired experience. Customer shall provide a list of desired designs per room based upon the documented standard base reference designs as documented at support.zoom.us.

4.3 Project Scope details. Customer shall cooperate with Zoom TPM to establish the project scope pursuant to this SOW, and Customer shall ensure that their team understands, supports and accepts it.

4.4 Floor plans. Customer shall provide Zoom TPM all the necessary floor plans.

4.5 Room Photos. Customer shall send photos to Zoom TPM, for room verification and planning purposes.

4.6 Video walkthrough as needed. Customer shall provide a video walkthrough of the applicable room(s) with Zoom TPM if requested by Zoom.

4.7 Existing equipment.

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Zoom Rooms Professional Services Organization
(i) Customer shall provide a detailed list of all equipment currently in the room identifying the manufacturer(s), model(s) and name(s) of such equipment.
(ii) Customer is responsible for any equipment it intends to re-use as part of the design, and is responsible for the results and consequences caused by such re-used equipment. (iii) Customer is responsible for system functionality if any equipment installed is not on the recommended equipment list.
(iv) Customer is responsible for the condition or function of Owner Furnished Equipment (OFE), including new or previously installed by others. Customer acknowledges that Zoom is not responsible for any non-working equipment.
(v) Customer acknowledges that additional service fees may be charged for delays arising from Customer’s re-used equipment.

4.8 As built functional/elevation diagrams for all existing designs. Customer shall provide any pre-existing functionals and elevations to Zoom TPM for review.

4.9 Network Readiness & Reliability. Customer shall ensure firewall is configured correctly: Firewall Configuration, proper Setup Network Firewall and Proxy Server, and shall verify Bandwidth requirements.

4.10 Third-Party Provider Management. Customer is responsible for all third-party goods and services, and any Third-party vendors or service providers required to fulfill any deliverable services outlined in this SOW.

4.11 Impact of Customer Delays. Any delays in Customer’s performance of its responsibilities, services or delivery of deliverables caused by Customer, including without limitation Customer delays in the performance of its responsibilities herein, in completing and returning documentation required during the P&D, or delay in completing and/or providing Zoom the needs assessment, may result in an adjustment, continuation, and/or extension of project timeline(s), and additional fees through no fault of Zoom.

ARTICLE 5
Customer Declarations and Representations

5.1 Customer acknowledges and represents that the actual costs in this SOW may change based on its final design requirements, and that separately executed Change Orders or SOWs are required for these other services.

5.2 Customer acknowledges and represents that Zoom is not a design-build firm, and does not operate to recommend, design, install, or modify any conference room or office furniture.

5.3 Customer acknowledges and represents that Zoom does not operate to design lighting for conference rooms or offices.

5.4 Customer acknowledges and represents that it is fully capable of managing and executing the Customer Project Responsibilities.

5.5 Customer acknowledges and represents that any delays or failure to deliver any of its Customer Project Responsibilities within the needed time to fulfill this SOW will result in a delay of service through no fault of Zoom and/or additional service fees.

5.6 Customer acknowledges and represents that it -- not Zoom -- is responsible for system functionality if any equipment installed is not on the recommended equipment list.

5.7 Customer acknowledges and represents that it -- not Zoom – is responsible for the condition or function of Owner Furnished Equipment (OFE), whether new or previously installed by others.

5.8 Customer acknowledges that Zoom does not supply any equipment or hardware under this SOW. The equipment list provided by Zoom to Customer contains equipment that is to be procured by Customer from a third party equipment vendor, and Zoom will have no liability whatsoever for such procurement, including any warranty claims that Customer may have against the equipment vendor.

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Zoom Rooms Professional Services Organization

SPECIAL TERMS & NOTES
NOTES

1. Location: 1010 10th Street, Suite 6100
Modesto, CA 95354

2. Designs are specified with equipment from the recommended equipment lists sent with this SOW.

3. The equipment list sent with this SOW does not include shipping or applicable taxes.

4. Upon completion of this SOWk, Zoom will send email notification to Customer notifying Customer of completion.

5. In the event of major design changes, Zoom will provide the Customer with a new SOW or Change Order for additional work needed.

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Zoom Rooms Professional Services Organization
Appendix
Room Descriptions & Deployment Schedule & Pricing

1. Room Design Descriptions:

Room descriptions per design as intended to be built within the Zoom Rooms environment, along with designated room names/numbers (if applicable):
● 2nd Floor Training Room - Refresh
Install (4) new displays in an already deployed PSO Training Room. Room will have 2 displays on each wall. Swap out existing PC for ID build. Install new Distribution amps to repeat main images to all repeat displays. Install (1) Companion Whiteboard.
● IT Training Room - 5th Floor
Large Zoom Rooms space with 1x 75 primary display(s), 1x 75 confidence monitor(s) and 2 Cameras, 1x Logitech Rally and 1x Aver Tracking Camera. Audio is provided by Ceiling speakers and room microphones with wireless microphones for presenters. Features include a wireless Zoom Room Controller and a Neat Pad scheduling display. Install 1x 75” Companion Whiteboard on the front wall. All gear will be housed in a 12U Furniture based equipment rack. ● Station 17 - Training
Large Zoom Rooms space with 1x 75 primary display(s), 1x 75 confidence monitor(s) and 2 Huddly + Tracking Cam camera(s). Audio is provided by Ceiling speakers and room microphones with wireless microphones for presenters. Features include an Neat Pad scheduling display. ● Admin Building
Zoom Room with 1x 75 main display, 2x repeat displays on flanking walls with 3x Rally Cam cameras across the front wall, 1x Logitech Scribe and 1x Aver Tracking Camera Audio is provided by 3x MXA310 microphones and Soundbar speaker(s). Features include a wireless Zoom Room Controller and a Neat Pad scheduling display. Install 1x Companion Whiteboard. ● Battalion Systems
Cart based All-in-one interactive Zoom Room appliance with PoE controller.

2. Deployment Service Schedule
Potential project schedule, with additional project details:

Requested Start Date:

Expected Completion Date:

On-Site Days:
-
-
-
TBD
TBD
TBD
Billing Method:

Payment Method:

Payment Terms:

Currency:
-
-
-
-
Auto Invoice
Other
Net 30
USD
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Zoom Rooms Professional Services Organization

3. Deployment Price Schedule
Deployment Services: Cost for Full Deployment service options & estimated equipment cost:

Room Design Name Qty On-Site Deployment
Price
Total
IT Training Room - 5th Floor 1 $18,750 $18,750
2nd Floor Training Room - Refresh 1 $3,000 $3,000
Battalion Systems 3 $3,000 $9,000
Admin Building 1 $11,000 $11,000
Station 17 - Training 1 $10,000 $10,000
Subtotal $51,750
CC&H $1,547
TOTAL $53,297
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Bid Waiver Approval Form
Supplier Name: Amount of Bid Waiver Request:

Supplier Contact: Supplier Phone No:

Are Federal Funds being utilized for portion of purchase? A bid waiver is required for any procurement commitment greater than $ 3,500 where a minimum of three bids are not obtained.

Justification for waiving the competitive bid requirements is limited to the following (provide detailed information in the comments section of form):

Reason for Bid Waiver - Check Box:

Sole Source - The item/service is unique in its specifications such that only one vendor is qualified to provide the good or service (Formal bidding exception under MMC 8-3.204(b))
OEM - Original Equipment Manufacturer / Distributor
Inflexible time constraints preclude the bidding process - Exigent circumstances (Formal bidding exception under MMC 8-3.204 (c))
The incumbent's cost, delivery and quality can be compared to a previous quote/bid obtained within the last six months, for the same or similar item/service (Total purchase must be less than $50,000)
Professional Services defined under MMC 8-3.103 (Formal bidding exception under MMC 8-3.204 (a))
Single Bid/Proposal – More than one supplier could provide the goods or service, but only one supplier provided bid/proposal for solicitation.

Requisition No: Department:

Project Description:

The purchase of any item utilizing any Federal Funding must comply with current applicable Circular Yes No
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Other (requires detailed comments)
Comments:

Approval Name Signature Date
Requestor
Division Manager
Department Director
Chief Information Officeri
Buyer
Purchasing Manager
Director of Finance
i
Information technology (IT) purchases will require Chief Information Officer Signature Buyer Comments:
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Bid Waiver Approval Form
Supplier Name: Amount of Bid Waiver Request:

Supplier Contact: Supplier Phone No:

Are Federal Funds being utilized for portion of purchase? A bid waiver is required for any procurement commitment greater than $ 3,500 where a minimum of three bids are not obtained.

Justification for waiving the competitive bid requirements is limited to the following (provide detailed information in the comments section of form):

Reason for Bid Waiver - Check Box:

Sole Source - The item/service is unique in its specifications such that only one vendor is qualified to provide the good or service (Formal bidding exception under MMC 8-3.204(b))
OEM - Original Equipment Manufacturer / Distributor
Inflexible time constraints preclude the bidding process - Exigent circumstances (Formal bidding exception under MMC 8-3.204 (c))
The incumbent's cost, delivery and quality can be compared to a previous quote/bid obtained within the last six months, for the same or similar item/service (Total purchase must be less than $50,000)
Professional Services defined under MMC 8-3.103 (Formal bidding exception under MMC 8-3.204 (a))
Single Bid/Proposal – More than one supplier could provide the goods or service, but only one supplier provided bid/proposal for solicitation.

Requisition No: Department:

Project Description:

The purchase of any item utilizing any Federal Funding must comply with current applicable Circular Yes No
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Other (requires detailed comments)
Comments:

Approval Name Signature Date
Requestor
Division Manager
Department Director
Chief Information Officeri
Buyer
Purchasing Manager
Director of Finance
i
Information technology (IT) purchases will require Chief Information Officer Signature Buyer Comments:
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 13, 2023
Date: October 19, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Engineering Services Agreement with Black Water Consulting Engineers Paradise-Grimes-Ohio Area Strengthen and Replace Water Mains Project CONTACT: Edgar Vargas, Senior Civil Engineer, [email protected], 209-577-5424 DESCRIPTION:

Consider an Engineering Services Agreement with Black Water Consulting Engineers, of Modesto, CA, for the Paradise-Grimes-Ohio Area Strengthen and Replace Water Mains Project, in an amount not to exceed $489,500 and forwarding to Council for approval. (Funding Source: Water Fund)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The Paradise-Grimes-Ohio Area Strengthen and Replace (S&R) Water Mains Project is located within a Stanislaus County pocket area bounded by Pauline Avenue to the West, California Avenue and Houser Lane to the North, Ohio Avenue to the East, and Paradise Road to the South. This area has deficient water mains that are undersized, lack pressure, and are prone to leaks. This project will replace and upgrade water mains, associated water valves, services, and fire hydrants to increase service reliability, flows, and pressures.

DISCUSSION:

To increase efficiencies, staff is requesting the use of a consultant to provide Engineering Services for the Paradise-Grimes-Ohio Area S&R Water Mains Project.

On April 12, 2022, by Resolution No. 2022-191, Council approved a prequalified list of local consultants for Civil Engineering Services, for various Capital Improvement Program Projects. #3..
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Finance Committee, November 13, 2023
Engineering Services Agreement with Black Water Consulting Engineers Paradise-Grimes-Ohio Area Strengthen and Replace Water Mains Project

In accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants Who Provide Architectural and Engineering Services for Capital Projects, a Request for Proposal (RFP) was sent to four (4) pre-qualified local consultants for Civil Engineering Services for various Capital Improvement Program Projects.

On September 26, 2023, staff received and distributed three (3) proposals to a selection committee consisting of Utilities Engineering staff. The selection committee evaluated the proposals and determined Black Water Consulting Engineers to be the most qualified and responsive. Black Water’s sealed cost proposal was opened, reviewed, and negotiated after the selection ranking had been finalized.

The scope of services to be provided under this Agreement include:
 Construction Documents
 Project Management
 Permitting
 Environmental Clearance
 Bid Period Services
 Engineering Services During Construction
In accordance with Modesto Municipal Code 8-3.204(a) agreements for professional services are exempt from formal bidding as long as competitive quotations or proposals have been sought informally from at least three qualified entities. Staff proceeded with the RFP process pursuant to Administrative Directive 3.1 that complied with the requirements of Section 8-

3.204(a). Staff recommends approval of an Engineering Services Agreement with Black Water Consulting Engineers for the Paradise-Grimes-Ohio Area S&R Water Mains Project.

FISCAL IMPACT:

Expenses associated with this effort will be housed in the following Capital Improvement Project:
100804 – Paradise Water Main
ANTICIPATED PROJECT EXPENDITURES:

Construction $7,900,000
Construction Contingency (10%) $790,000
Construction Administration – City Staff (10%) $790,000 Engineering Services Agreement – Black Water $445,000
Additional Services, if Needed (10%) $44,500
City Construction Forces $50,000
Engineering/Design/Administration – City Staff $150,000 TOTAL: $10,169,500
CEQA/NEPA REQUIREMENTS:

Black Water Consulting Engineers will be responsible for preparing the necessary documentation for the Project to gain environmental clearance. #3..
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Finance Committee, November 13, 2023
Engineering Services Agreement with Black Water Consulting Engineers Paradise-Grimes-Ohio Area Strengthen and Replace Water Mains Project

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Engineering Services Agreement with Black Water Consulting Engineers, of Modesto, CA, for the Paradise-Grimes-Ohio Area Strengthen and Replace Water Mains Project in the amount of $445,000, plus $44,500 in additional services, if needed, for a total amount not to exceed $489,500 and forwarding to Council for approval.

Approved by:

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

1. Black Water Consulting Engineers – Agreement & Exhibits #3..
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ENGINEERING SERVICES AGREEMENT

PARADISE-GRIMES-OHIO AREA

STRENGTHEN & REPLACE WATER MAINS PROJECT
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this ___ day of , 2023, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and BLACK WATER CONSULTING ENGINEERS, INC., a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that Engineering Services are necessary for the Paradies-Grimes-Ohio Area Strengthen & Replace Water Mains Project.

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

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

1. SCOPE OF SERVICES.

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

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and #3..
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performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

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

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed FOUR HUNDRED FORTY-FIVE THOUSAND AND 00/100 DOLLARS ($445,000) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" attached hereto and for performance by Consultant of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

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

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this project. #3..
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Additional services may be authorized by the City Manager in an amount up to, but not to exceed 10% of the agreed maximum compensation, or FORTY-FOUR THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($44,500). In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed FOUR HUNDRED EIGHTY-NINE THOUSAND FIVE HUNDRED AND 00/100 DOLLARS ($489,500). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

4. OBLIGATIONS OF CONSULTANT.

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

Consultant warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.

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

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

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

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

All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.
#3..
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7. NEWS AND INFORMATION RELEASE.

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

8. INTEREST OF CONTRACTOR.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person having any such interest. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.

9. AMENDMENTS.

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.

Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services. #3..
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10. INDEPENDENT CONTRACTOR.

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

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

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

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

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

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

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

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

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

11. ASSIGNMENT.

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

12. PATENT/COPYRIGHT MATERIALS.

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

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

FOR CONSULTANT: Name: Black Water Consulting Engineers, Inc.

Address: 602 Lyell Drive
Modesto, CA 95356
Attention: Aja Verburg
Phone: (209) 322-1820
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street
Suite 4600
Modesto, CA 95354
Attention: Edgar Vargas
Phone: (209) 577-5424
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the #3..
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City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.

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

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

Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special #3..
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limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

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

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

15. TERMINATION OF AGREEMENT.

Termination by City for Default of Consultant
Should Consultant default in the performance of this Agreement or materially breach any of its provisions, at its option, City may terminate this Agreement by giving written notification to Consultant. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required services or duties, willful destruction of City's property by Consultant, dishonesty or theft. #3..
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Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as necessary to complete any portion of the Work that is not terminated; c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such #3..
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subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project. i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
unacceptable and/or not useful to City as of the termination date. #3..
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City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

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

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

17. INDEMNITY.

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

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

18. DISPUTE RESOLUTION.

All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this Agreement. The American Arbitration #3..
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Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

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

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

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

Both City and Consultant shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.
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Whether or not City and Consultant may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.

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

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

Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and Consultant involving the work of the subcontractor to be joined. Consultant’s failure to do so shall be a breach of this Agreement.
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The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.

19. ENTIRE AGREEMENT.

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

20. PARTIAL INVALIDITY.

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

21. WAIVER.

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. #3..
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22. AUDIT.

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

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

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

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

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license. #3..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2023- __ , adopted by the Council of the City of Modesto on the __ day of , 2023, and Black Water Consulting Engineers, Inc. has caused this agreement to be duly executed as of the Effective Date. #3..
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City of Modesto | Final Design of the Paradise-Grimes-Ohio Area Strengthen & Replace Water Mains 11 Proposed Scope of Services
Understanding and Approach
Black Water is excited to submit our proposal to the
City of Modesto (City) which includes a detailed
response to the RFP and a description of tasks to be
completed to deliver a successful project. Black Water has extensive experience with similar water main replacement projects and the preparation of engineering plans, specifications, and estimates for City water improvement projects of similar size and scope. Several of these are listed as reference projects in our proposal. This section of our proposal highlights our understanding of the project needs and our approach to providing comprehensive services and exceptional deliverables to help make this project successful.

PROJECT OVERVIEW
The City has requested proposals for engineering final design services for the replacement of approximately 19,350 linear feet (LF) of aging water distribution pipes with new water mains in the Paradise-Grimes-Ohio area. Black Water is responding to the City’s request with this proposal, which includes a detailed response to the RFP and a description of tasks to be completed to deliver a successful project.

The project area is in the unincorporated area of Stanislaus County and entirely outside of the Modesto city limits. It is primarily rural residential with numerous agricultural parcels fronting the project alignments.

Paradise Road is a main transit corridor for the area and is heavily used for commuting, access to schools, and seasonal farming operations. An estimated 180 water service lines may need to be reconnected as part of the project. For those services that are currently connected to a water main located outside of the rightof-way, a new service line and alignment will be required for connection to the new water main located in the street. The project will also replace existing valves, hydrants, and other system appurtenances in the project area.

The new water main will cross MID’s Lateral No. 5
at two locations, Ohio Avenue and Grimes Avenue.

On the west side of the project, MID’s canal crosses
beneath Grimes via a submerged culvert. Crossing
underneath the culvert will require trenchless
construction. On the east side, the canal crosses
beneath a road bridge on Ohio Avenue. PG&E gas
lines are attached to the west side of the bridge at
this location. As part of the Basis of Design Report, Black Water will evaluate the alternatives of attaching the new water main to the east side of the bridge and alternatively boring beneath the canal using the same method as the Grimes crossing.

Key elements of Black Water’s approach to delivering a complete set of contract documents are individually addressed in the following sub sections. A description of our Quality Assurance / Quality Control process, which is a key component of Black Water’s “Proven Process” is also provided in this section.

Environmental Document – CEQA Categorical Exemption. The project is subject to CEQA review and it is anticipated that the level of document will be a CEQA Categorical or other Exemption. Our subconsultant, Augustine Planning, will direct the CEQA work for the project. Key elements that Augustine has identified and included in their proposed scope of work include:

1. Early CEQA Consultation (notifying adjoining landowners, advisory agencies and coordination with lead agencies).

2. Prepare technical studies: A cultural and biological resources study (assuming there is not a need to do consultation for elderberry longhorn beetle and shrubs will NOT be removed and can provide adequate buffers), and limited cultural resources study in support of a CEQA Categorical or other Exemption will PG&E Gas Line is attached to Ohio Avenue Bridge

EXHIBIT A
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City of Modesto | Final Design of the Paradise-Grimes-Ohio Area Strengthen & Replace Water Mains 12 be prepared. Prepare admin draft initial study/mitigated negative declaration (IS/MND) for review by Lead Agencies (one round) with Mitigation Monitoring and Reporting Plan (MMRP).

3. An NOE will be prepared and Black Water will assist in filing the document.

ASSUMPTIONS
○ No state or federal funding involved
○ Wetlands would be avoided (i.e., do not get any
closer to the Tuolumne River than they already
are)
○ Elderberry shrubs will be avoided
○ Biological studies will occur March - July
○ No more than two cultural resources to be
documented
○ The City of Modesto is the lead agency
○ Lead Agency to file NOD with State
Clearinghouse and Stanislaus County
Geotechnical Study. A geotechnical investigation is typically necessary if the underground conditions are not known and information is needed to ensure the stability of the soil after improvements are complete.

The water main replacement improvements are not anticipated to be more than 5 feet below ground surface, and it is not anticipated that this will affect the construction of the proposed project as over the years many improvements have previously been made for existing utilities. Any existing geotechnical information for the area will be requested from the City. Furthermore, Black Water has contacted MID regarding the necessity of conducting geotechnical borings where the proposed water line will cross MID Lateral No. 5, and determined that geotechnical borings will not be required by MID for those crossings.

Utility Research. Typically, potholing is a responsibility assigned to the Contractor to verify the location of utilities shown on the plans. Our scope of work includes extensive utility research, including potholing conducted by Mozingo Construction (a local sub) to identify the types and locations of underground utilities in the project area during the design phase before construction begins. Because the project area is actively farmed and irrigated, we anticipate a variety of known and currently unknown MID and private irrigation pipes are crossing the City’s water lines. Furthermore, we believe that the information collected through this effort, combined with a detailed review of City records will avoid costly change orders frequently associated with utility conflicts. A summary of Mozingo’s scope/fee is included in our proposal.

Agency Coordination. This task covers a broad range of contacts and coordination to identify utilities, permits, activities in the County right-of-way, CEQA requirements, and consistent updates to the City of Modesto. Black Water has developed a “Proven Process” over our years of experience that we rigorously adhere to because we believe that regular and clear communication with our clients and stakeholders is not just something we can control, but is key to the success of every project.

Private Irrigation
standpipe adjacent to
Paradise Road.

EXHIBIT A
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City of Modesto | Final Design of the Paradise-Grimes-Ohio Area Strengthen & Replace Water Mains 13 Preliminary list of Agency Coordination and Permits

COORDINATION ITEM AGENCY
PERMIT
REQUIRED?
Client updates, meeting agendas and minutes,
monthly invoices, progress approvals, project
water and sewer utility information.

City of Modesto Yes
Right-of-way Encroachment Permit, Traffic
Control, and Paving.

Stanislaus County Yes
Irrigation crossings, buried and overhead
power, and right-of-way.

Modesto Irrigation District Yes
Buried Gas PG&E No
Buried Communication AT&T and Williams Companies No
Notice of Intent Construction General Permit
for Stormwater
State Water
Resources Control Board
Yes
Authority to Construct/Permit to Operate for
Construction Activities
San Joaquin Valley
Air Pollution Control District
Yes
Stormwater Pollution Prevention Plan (SWPPP). The project contract documents require that the Contractor prepare the project-specific Stormwater Pollution Prevention Plan (SWPPP) and Best Management Practices (BMPs) to comply with the Construction General Permit and City requirements.

Black Water will assist the City with the electronic submittal of the SWPPP to the State’s Storm Water Monitoring and Report Tracking System (SMARTS), certified by the City, to obtain a valid WDID number by the State. Black Water will coordinate review of the contractor SWPPP submittal and assistance with City for submittal of the SWPPP to the State.

PROJECT MANAGEMENT AND COST-CONTAINMENT
THE BLACK WATER PROVEN PROCESS. “Consistency transforms average into excellence.” The author to credit this quote to is unknown, but it is a statement that reflects a core belief at Black Water. Consistency allows us to practice our practice, to improve each step of the process with every opportunity, and it provides clarity at decision points where the timing and selection are critical to the goal of delivering a successful project. Black Water’s “Proven Process” illustrated below, outlines our approach to keeping projects on-track and efficient for us and our clients. This process will be followed for the completion of each task outlined in the project’s Scope of Work.

EXHIBIT A
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City of Modesto | Final Design of the Paradise-Grimes-Ohio Area Strengthen & Replace Water Mains 14 Successful projects are a result of successful project management and skilled teams. The Black Water project managers meet weekly to review the company’s workload, personnel requirements, and projections. In this way, we have developed a reporting system that assigns accountability to those individuals who are responsible for each of our projects. This effort takes time each week, but we recognize that the results of this management style translate to:

1. Professional staff that are familiar with their project roles and responsibilities.

2. Project managers that are empowered to make decisions that keep their projects on schedule and within budget.

3. Company Principals that are keenly aware of the status of each project and take responsibility for the firm’s designs, performance, and client service.

4. Very satisfied clients that are informed and part of a team effort.

Key Cost-Control measures that we employ include:

Developing a complete and thorough scope of work – Black Water will work with the City to establish consensus on a comprehensive scope of work. The scope will include details that thoroughly define the project tasks and deliverables and accurately represent the City’s expectations for this project.

Staying on schedule – History confirms that projects completed on schedule have a much smaller risk of budget overrun. Our approach is to make rigorous use of the schedule to keep the team on track and within budget during design and construction phases.

Consistent Project Team – Black Water’s Project Manager and core group of our team will be maintained throughout the duration of the project. We have long established relationships with our subconsultants.

Our ability to efficiently include these specialists on our team expands our firm’s overall capabilities and ultimately benefits our clients.

Planning – We will integrate the basic elements of the scope of work, budget, and schedule, and manage them to help ensure that the contractual requirements are met. This system of project management allows us to monitor planned progress against actual progress thus ensuring we continue to operate within the limits of the agreement.

Monitoring and Reporting – Project updates are consistently reported to the Black Water Project Manager, providing an accurate status of the project for billing purposes. By the fifth working day of each month, a detailed analysis is performed to determine the percent complete of each project task. This information can be utilized to determine what changes, if any, are required in the management of the project. Finally, the concepts of contractor coordination, providing accurate cost estimates, maintaining schedules, and avoiding budget overruns cannot solely be credited to the Project Manager. Each member of our team is experienced and experts at providing this level of service and commitment to the City of Modesto.

QUALITY ASSURANCE/QUALITY CONTROL. Black Water utilizes a comprehensive approach to quality assurance and quality control (QA/QC). Providing this level of service requires that QA/QC measures be in place and enforced throughout the project duration.

The purpose of QA activities are to provide a product where mistakes should be eliminated and is suitable for its intended purpose.

QA activities will be determined before the project begins and will be implemented as deliverables are being developed. QC measures will be used to verify that the deliverables are of acceptable quality. A systematic process of monitoring and evaluation of the various aspects of the project will be used to ensure the quality of the final project. QC will be used at every stage of the project to ensure that deliverables are complete and correct. QC will ensure that QA principles were adhered to and will be performed by an independent reviewer within Black Water prior to the submittal of final deliverables to the City.

EXHIBIT A
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City of Modesto | Final Design of the Paradise-Grimes-Ohio Area Strengthen & Replace Water Mains 15

SCOPE OF WORK
The scope of services for this project will include engineering design and project management required for the preparation of final design documents, including plans, specifications, and estimates. The scope also includes engineering support during construction after the project is bid and awarded.

1. CONSTRUCTION DOCUMENTS
A. Topographic Survey: The City has completed a topographic survey of the project area. The City will be responsible for providing any additional topographic survey, if required. The City will provide existing utility information and the acquisition of construction easements if identified as required by Black Water. Preparation of lot line adjustments, legal descriptions, parcel maps or other similar mapping documents are not within the consultant’s scope of services.

B. Design Drawings: Black Water will prepare final design drawings to clearly illustrate the intent of the project design, as well as to provide an accurate estimate of cost. Plans to meet all applicable Caltrans, County, and City standards for improvement plan submittal.

C. Specifications: The City of Modesto will prepare the Special Provisions Specifications that define materials, quality, and workmanship by referencing the current City of Modesto Standard Specifications. Black Water will provide support in providing specification documents for materials, quality, and workmanship not available or defined in the City of Modesto Standard Specifications (i.e., MID crossings, etc.). Black Water will review and stamp the final Special Provisions Specifications.

D. Construction Cost Estimate: Black Water will prepare an accurate and detailed construction cost estimate based on the design. The cost estimate will be itemized, include quantities, unit costs and/ or lump sum costs for the items.

E. Supporting Documentation: As a first step, a Basis of Design Report (10% design level) will be prepared by Black Water to provide documentation, as appropriate, to support the design such as project description, calculations, agency coordination, surveying and utility investigation, permits, and traffic control.

2. PROJECT MANAGEMENT
A. Black Water will provide project management as necessary to ensure the efficient completion of the project. Project management duties will include, but not be limited to: coordination of subconsultant activities; providing updates and seeking input from City staff, as appropriate; monitoring of project budget and schedule; and preparation for and attendance at meetings as directed by City staff.

B. Black Water will frequently communicate with City staff, both through informal discussions and formal meetings, to obtain input and provide updates for the project. Black Water will keep comprehensive minutes from formal meetings and shall provide copies for reference. It is anticipated that biweekly meetings will be held during the design of the project via teleconference, video meeting, or in person unless otherwise directed by the City’s project manager, all correspondence to City staff will be directed to the City’s project manager. The City’s project manager will initiate any contact with outside agencies and the public. Black Water will attend and present at public outreach meetings as directed by the City.

3. PERMITTING
Black Water will be responsible for coordinating and submitting applications, plan submittals/reviews for all permitting necessary for design, including any necessary traffic control design. The Contractor will be ultimately responsible to obtain and pay all fees necessary.

EXHIBIT A
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City of Modesto | Final Design of the Paradise-Grimes-Ohio Area Strengthen & Replace Water Mains 16 Permitting not limited to obtaining and coordinating permitting with the following:
○ City of Modesto
○ Stanislaus County
○ Modesto Irrigation District (MID)
○ Additional permits and agency coordination as
shown in the preceding table.

4. ENVIRONMENTAL CLEARANCE
Black Water will be responsible for preparing the necessary documentation for the project to gain environmental clearance.

5. ENGINEERING SUPPORT DURING CONSTRUCTION
Black Water will provide support during bid services and engineering support during the construction phase of the project. Expected work includes coordination with Construction Manager, reviewing RFI’s, providing input on change orders, site visits, bi-weekly construction meetings including pre-construction meeting, providing input on final acceptance, reviewing as-builts, and preparing record drawings.

DELIVERABLES:

Black Water will provide the following deliverables as required by the project RFP.

A. Monthly progress payment invoices shall include the minimum attachments:
○ Detailed description or itemization of work completed for the time period. ○ Meeting Minutes for all formal project meetings.

B. The following minimum submittals of the design documents will be submitted at stages indicated; unless noted otherwise submittals shall include (3) hard copies and a PDF copy:
○ 10% Basis of Design Report
○ 35% Construction Drawings and Engineer’s Estimate.
○ 70% Construction Drawings, Specifications, and Engineer’s Estimate. ○ 90% Construction Drawings Specifications and Engineer’s Estimate. ○ Final Construction Drawings, Specifications, Engineer’s Estimate and CAD files.

C. Format Requirements:
○ CAD files shall be compatible with AutoCAD Civil 3D 2018 or newer. Files shall be exported using Etransmit command including all fonts, textures, references and pen settings. All sheets are to be included in one zip files.
○ 24x36 plan sheet size and use the City of Modesto’s title block – to be provided by the City.

EXHIBIT A
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City of Modesto | Final Design of the Paradise-Grimes-Ohio Area Strengthen & Replace Water Mains 17 Project Schedule
Black Water Consulting Engineers, Inc.

TASK Task Activity
Duration
(Weeks) 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 27 28 29 30 31 32 33 34 35 36 37 38 39 40 41 42 43 44 45 46 47 48 49 50 51 52 53 54 55 56 57 58 59 60 61 62 63 64 65 66 1 Construction Documents

1.1 Information Collection and Review 5

1.2 35%, 70%, 90%, and Final Drawings 22

1.3 Specifications (Progress and Final) 7

1.4 Cost Estimates (Progress and Final) 5

1.5 Basis of Design Report 5
2 Project Management

2.1 Budget, Schedule, and Resources Daily

2.2 Client Coordination and Updates Monthly

2.3 Meeting Agendas, Minutes, Attendance Bi-Weekly ◊ ◊ ◊ ◊ ◊ ◊ ◊ ◊ ◊ ◊ ◊ ◊ 3 Permitting

3.1 Identify and Prepare Applications 6

3.2 Agency Coordination (Pre-Construction) 8
4 Environmental Clearance

4.1 Project Description and Exhibits 2

4.2 Prepare ISMND 24

4.3 Document Filing 4
5 ESDC

5.1 Meetings (Biweekly - assumes 18 Weeks) 10d ◊ ◊ ◊ ◊ ◊ ◊ ◊ ◊ ◊

5.2 Bidding Assistance 8

5.3 Respond to RFI's (Qty 40) 16

5.4 Review Submittals (Qty 80) 14

5.5 Record Drawings 3
Notes:

City Review
◊ Bi-weekly Meeting
Project Meeting
Design Bidding and Award Construction

CITY OF MODESTO
Final Design of the Paridse-Grimes-Ohio Area
Strengthen & Replace Water Mains

PRELIMINARY SCHEDULE
9/25/2023

EXHIBIT A
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City of Modesto | Final Design of the Paradise-Grimes-Ohio Area Strengthen & Replace Water Mains 18 Level of Effort The table below illustrates the level of effort and distribution of costs as percentages of the total project budget required to successfully execute the scope of services for the Project. The table corresponds directly to the outlined scope of services and the separately sealed Fee Proposal. All design work by Black Water will be completed locally in the Modesto office.

TASK Task Activity Principal
Project
Manager
Associate
Engineer
Assistant
Engineer
Engineer
Technician
Design/
Drafting
QAQC/
Admin.

BlackWater
Total Hours
BlackWater
Cost %
Subs
Cost %
1 Construction Documents

1.1 Information Collection and Review 2 4 8 8 22 0.8% 43.3%

1.2 35%, 70%, 90%, and Final Drawings 4 12 24 64 95 164 363 13.1% 0.0%

1.3 Specifications (Progress and Final) 8 8 12 24 12 64 2.3% 0.0%

1.4 Cost Estimates (Progress and Final) 1 2 8 28 39 1.4% 0.0%

1.5 Basis of Design Report 1 4 4 12 16 8 4 49 1.8% 0.0% Total Task 1 5 27 42 104 163 180 16 537 19.4% 43.3%
2 Project Management

2.1 Budget, Schedule, and Resources 5 10 5 20 0.9% 0.0%

2.2 Client Coordination and Updates 10 10 5 25 1.1% 0.0%

2.3 Meeting Agendas, Minutes, Attendance 4 12 18 18 6 58 2.4% 0.0% Total Task 2 9 32 28 18 0 0 16 103 4.4% 0.0%
3 Permitting

3.1 Identify and Prepare Applications 1 4 4 9 0.3% 0.0%

3.2 Agency Coordination (Pre-Construction) 4 2 6 0.2% 0.0% Total Task 3 0 1 0 0 8 0 6 15 0.5% 0.0%
4 Environmental Clearance

4.1 Project Description and Exhibits 1 2 8 11 0.4% 1.5%

4.2 Prepare ISMND 0 0.0% 10.5%

4.3 Document Filing 0 0.0% 0.4%
Total Task 4 0 1 0 0 2 8 0 11 0.4% 12.3%
5 Engineering Support During Construction

5.1 Meetings (Biweekly - assumes 18 Weeks) 10 30 20 60 2.0% 0.0%

5.2 Bidding Assistance 1 4 4 9 0.4% 0.0%

5.3 Respond to RFI's (Qty 40) 10 80 80 16 10 196 7.7% 0.0%

5.4 Review Submittals (Qty 80) 20 40 160 40 260 8.7% 0.0%

5.5 Record Drawings 2 4 16 4 26 0.9% 0.0%
Total Task 5 0 43 88 154 160 32 74 551 19.8% 0.0%
TOTALS 14 104 158 276 333 220 112 1,217 44.4% 55.6%
10/19/2023

EXHIBIT A
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Billing Rates $/hr 250 228 198 160 150 155 98
TASK Task Activity Principal
Project
Manager
Associate
Engineer
Assistant
Engineer
Engineer
Technician
Design/
Drafting
QAQC/
Admin.

BlackWater
Total Hours
BlackWater
Fee CEQA
Utility
Research
Subconsultants
Total Fees Total Fee
3 1 Construction Documents

1.1 Information Collection and Review 2 4 8 8 22 $3,768 $175,000 $175,000 $196,268

1.2 35%, 70%, 90%, and Final Drawings 4 12 24 64 95 164 363 $58,398 $0 $58,398

1.3 Specifications (Progress and Final) 8 8 12 24 12 64 $10,104 $0 $10,104

1.4 Cost Estimates (Progress and Final) 1 2 8 28 39 $6,104 $0 $6,104

1.5 Basis of Design Report 1 4 4 12 16 8 4 49 $7,906 $0 $7,906 Total Task 1 5 27 42 104 163 180 16 537 $86,280 $0 $175,000 $175,000 $278,780 2 Project Management

2.1 Budget, Schedule, and Resources 5 10 5 20 $4,020 $0 $4,020

2.2 Client Coordination and Updates 10 10 5 25 $4,750 $0 $4,750

2.3 Meeting Agendas, Minutes, Attendance 4 12 18 18 6 58 $10,768 $0 $10,768 Total Task 2 9 32 28 18 0 0 16 103 $19,538 $0 $0 $0 $19,538 3 Permitting

3.1 Identify and Prepare Applications 1 4 4 9 $1,220 $0 $1,220

3.2 Agency Coordination (Pre-Construction) 4 2 6 $796 $0 $796 Total Task 3 0 1 0 0 8 0 6 15 $2,016 $0 $0 $0 $2,016
4 Environmental Clearance

4.1 Project Description and Exhibits 1 2 8 11 $1,768 $ 6,000 $6,000 $8,368

4.2 Prepare ISMND 0 $0 $ 39,835 $39,835 $43,818

4.3 Document Filing 0 $0 $ 4,000 $4,000 $4,400
Total Task 4 0 1 0 0 2 8 0 11 $1,768 $49,835 $0 $49,835 $56,586 5 Engineering Support During Construction

5.1 Meetings (Biweekly - assumes 18 Weeks) 10 30 20 60 $9,040 $0 $9,040

5.2 Bidding Assistance 1 4 4 9 $1,660 $0 $1,660

5.3 Respond to RFI's (Qty 40) 10 80 80 16 10 196 $34,380 $0 $34,380

5.4 Review Submittals (Qty 80) 20 40 160 40 260 $38,880 $0 $38,880

5.5 Record Drawings 2 4 16 4 26 $4,120 $0 $4,120
Total Task 5 0 43 88 154 160 32 74 551 $88,080 $0 $0 $0 $88,080 14 104 158 276 333 220 112 1,217 197,682 49,835 175,000 224,835 445,000 $445,000
Notes:

1. All scope items and associated fees are based on the best approximation we can make given the current level of information we have.

2. Black Water will discuss and/or negotiate with the Client any scope or fee item shown on this Proposal.

3. Subconsultant work is charged at cost plus 10 percent.

4. Potholing charged at $1,750 each. Assumes 100 potholes.

CITY OF MODESTO
Strengthen & Replace Water Mains
level of effort - staff time
Subconsultants Totals
Final Design of the Paradise-Grimes-Ohio Area

TOTAL FEE
TOTALS
10/17/2023

EXHIBIT B
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

November 13, 2023
Date: September 13, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Second Amendment - Badger Agreement for Water Meters and Related Parts CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-577-5412 DESCRIPTION:

Consider a Second Amendment to increase the Agreement with Badger Meter, Inc. for the purchase of Badger water meters, automated meter readers, and related parts to a total revised amount not to exceed $12,340,760 over five (5) years and forwarding to Council for approval. (Funding Source: Water Fund)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The City is in the final phase of installing water meters and automated meter reading equipment on all service connections within the City’s service area. There are approximately 350 meters left to install, and the project is anticipated to be completed by next Spring 2024. State Assembly Bill 25721 requires that urban water suppliers install water meters on all service connections by the year 2025. The Water Services Division has contracted with Badger Meter, Inc. since 2006 for residential and industrial meters and automated meter reading equipment.

Badger meters are installed on nearly 75,000 of the service connections in Modesto and outlying systems located in Turlock, Empire and Grayson.

On May 4, 2021, by Resolution No. 2021-167, Council authorized the sole brand purchase of Badger Meter water meters, automated meter readers, and related parts to Badger Meter, Inc., for an estimated annual amount of $600,880 and a total amount not to exceed $3,059,022 over five years.
1 More information regarding SB2572: Https://leginfo.legislature.ca.gov/faces/billNavClient.xhtml?bill_id=200320040AB2572 #4..
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Finance Committee, November 13, 2023
Second Amendment - Badger Agreement for Water Meters and Related Parts

On March 8, 2022, by Resolution No. 2022-122, Council approved the First Amendment to the agreement for the purchase of additional water meters and parts for a new estimated total amount of $1,500,880 and a new total amount not to exceed $7,504,400 over five years.

The current agreement for purchase of Badger Meters and associated parts, No. 197017, will expire in June 2024. Badger Meter is the original equipment manufacturer (OEM) and holds the proprietary software and hardware required for measuring customer water usage and utility billing.

DISCUSSION:

In May 2021, Council approved a 5-year purchase agreement with Badger Meter for water meters, automated meter readers, and related parts.

Registers are an integral part of the badger meter and are utilized to provide digitally transmitted data of water usage. There are approximately 75,000 meters that are digitally read monthly, with about 1,000 re-reads. A re-read occurs when the data did not digitally transmit, and generally indicates register failure. Staff will then manually read the meter and verify if the register is still active.

From 2021 to 2022, during the first year of the meter replacement project, staff observed an increase in the number of failing registers at the end of their lifespan. It was initially estimated that there would be 1,000 registers failing monthly throughout the remainder of the agreement.

An increase to the agreement would have allowed for continued support of digital meter reading, thus saving valuable staff time, and allowing for seamless customer billing. However, since that time the actual cost of 12,000 registers per year has been approximately $1,620,000.

In the year following the first amendment, Water Division staff observed that meters were failing in larger quantities and more rapidly than previously anticipated. In addition, during 2022 the Water Division conducted a large water meter health analytics pilot project to identify meters with significant repair needs, and the results showed that approximately half of the large meters tested would require major repairs. The pilot project tested 25 meters and based on those results the Water Division has submitted a request to expand the project out to a total of 200 large water meters. These costs were not anticipated at the time the first amendment was submitted.

Due in part to the findings of the meter health analytics project, Water Division staff determined that the presence of multiple mechanical parts in existing meters appears to be the source of many equipment repair needs. When parts of large water meters fail, there can be substantial water waste as well as significant revenue loss due to missed billing. Conversion of mechanical meters to ultrasonic flow meters would significantly reduce the need for ongoing diagnosis and repair or replacement of meters and meter parts. The Division plans to replace all large water meters with ultrasonic flow meters to reduce costs associated with repairs, water loss, and revenue loss due to failing equipment.

Finally, the impact of the global pandemic on the global supply chain, including lockdowns, labor and material scarcity, and prolonged shipping delays, have significantly affected the ability of vendors to meet ordering expectations in a timely manner. During the first two years of the current agreement, staff experienced shipping delays of up to six to nine months, during which time failed meters were unable to be replaced. Due to this, staff recommend funding at least 25% of additional stock per year to enable operations to continue replacing meters without any gap in service.
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Finance Committee, November 13, 2023
Second Amendment - Badger Agreement for Water Meters and Related Parts

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) for amendments that expand the scope of existing agreements to include additional similar goods or services.

FISCAL IMPACTS:

Based on the current usages and length of the lead time for these commodities, staff is requesting an annual increase of $1,612,200, for an estimated annual amount not to exceed $3,113,000.

Term Annual Cost
Revised
Annual Cost
Actual Spend
to Date
1 June 7, 2021 - June 6, 2022 $ 600,880 $1,500,880 $1,481,468 1st
Amendment
2 June 7, 2022 - June 6, 2023 $ 600,880 $1,500,880 $1,233,581 1st
Amendment
3 June 7, 2023 - June 6, 2024 $ 619,088 $3,113,0002 $1,489,9953 2nd
Amendment
4 June 7, 2024 - June 6, 2025 $ 619,088 $3,113,000
2nd
Amendment
5 June 7, 2025 - June 6, 2026 $ 619,086 $3,113,000
2nd
Amendment
Total $ 3,004,400 $12,340,760
2nd
Amendment
Funds are budgeted in the Water Fund; 4100-45020-53150, 4100-45040-53150, 4100-45060- 53150. Staff has calculated an estimated annual cost of $3,113,000 and a total not to exceed $12,340,760 over five years.

FUND COST CENTER BUDGETED AMOUNT
Water (4100)
Construction, Repairs and Maintenance 45020, 45040, 45060 $3,113,000 ANNUAL TOTAL NOT TO EXCEED $3,113,000
FIVE (5) YEAR TOTAL NOT TO EXCEED $12,340,760
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Second Amendment to increase the Agreement with Badger Meter, Inc. for the purchase of Badger water meters, automated meter readers, and related parts by $1,612,120 from $1,500,880 per year to a new estimated total of $3,113,000 per year and 2 Requested amount for second amendment
3 Current year to date spend
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Finance Committee, November 13, 2023
Second Amendment - Badger Agreement for Water Meters and Related Parts

increasing the total amount by $4,836,360 from $7,504,400 to a new revised total not to exceed $12,340,760 over five (5) years and forwarding to Council for approval.

Approved by: _______________________________________
DeAnna Christensen, Director of Finance
___________________________________
Joseph P. Lopez, City Manager
Attachments:

1. Amendment 2

2. Amendment 1

3. Purchase Agreement - Badger 197017
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1 SECOND AMENDMENT TO AGREEMENT

FOR BADGER WATER METERS, AUTOMATED READERS, AND RELATED PARTS

WITH BADGER METER, INC
This SECOND AMENDMENT to the 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 BADGER METER, INC., hereinafter collectively referred to as CONTRACTOR.

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

A. An AGREEMENT, hereinafter referred to as AGREEMENT was entered into by and between CITY and CONTRACTOR on the 7TH day of JUNE, 2021 to provide Badger water meters, automated readers and related parts
B. CITY and CONTRACTOR desire to amend the AGREEMENT by increasing the previously approved annual amount from $1,500,880 to $3,113,000 for Badger water meters, automated readers and related parts identified in the AGREEMENT.

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

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

1. The second paragraph of the AGREEMENT shall be amended to include the following:
“Total amount not to exceed $12,340,760 over five years

2. Except as modified and amended by this SECOND AMENDMENT to the AGREEMENT, all other provisions of the Agreement shall remain unchanged and in full force and effect. #4..
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2 IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has authorized the execution of this Second Amendment to the Agreement by its City Manager and attested by its City Clerk under authority of Resolution No.__________, adopted by the Council of the City of Modesto on the ____ day of _____________, 2023, and Badger Meter Inc. has caused this Second Amendment to the Agreement to be duly executed. #4..
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1 FIRST AMENDMENT TO AGREEMENT

FOR BADGER WATER METERS, AUTOMATED READERS, AND RELATED PARTS

WITH BADGER METER, INC
This FIRST AMENDMENT to the AGREEMENT, made and entered into in the City of Modesto, State of California, this _____ day of ____, 2022, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and BADGER METER, INC, hereinafter collectively referred to as CONTRACTOR.

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

A. An AGREEMENT, hereinafter referred to as AGREEMENT was entered into by and between CITY and CONTRACTOR on the 7
TH day of JUNE, 2021 to provide Badger water meters,
automated readers and related parts
B. CITY and CONTRACTOR desire to amend the AGREEMENT by increasing the previously approved annual amount from $600,880 to $1,500,880 for Badger water meters, automated readers and related parts identified in the AGREEMENT.

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

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

1. The second paragraph of the AGREEMENT shall be amended to include the following:
“Total amount not to exceed $7,504,400 over five years

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has authorized the execution of this First Amendment to the Agreement by its City Manager and attested DocuSign Envelope ID: 782C7025-FA41-4702-A0F5-6CE6A8438DCA 8th March
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2 by its City Clerk under authority of Resolution No.__________, adopted by the Council of the City of Modesto on the ____ day of _____________, 2022, and Badger Meter Inc. has caused this First Amendment to the Agreement to be duly executed.

DocuSign Envelope ID: 782C7025-FA41-4702-A0F5-6CE6A8438DCA 2022-122
March 8th
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CITY OF MODESTO

PURCHASING DIVISION
1010 TENTH ST., SUITE 5300
MODESTO, CA 95354
TEL: (209) 577-5405 FAX: (209) 544-8821
PURCHASE AGREEMENT NO. 197017
VENDOR:

BADGER METER
4545 W BROWN DEER RD
MILWAUKEE, WI 53224-9536
SHIP TO:

N.E. STORES DIVISION
4240 LITT ROAD
MODESTO, CA 95357
INVOICE TO:

CITY OF MODESTO

ACCOUNTS PAYABLE
P.O. BOX 642
MODESTO, CA 95353

ANNUAL AGREEMENT FOR THE PURCHASE OF WATER METERS, AUTOMATED READERS, AND RELATED PARTS ON AN “AS NEEDED” BASIS FOR UTILITIES DEPARTMENT, WATER DIVISION.

ESTIMATED ANNUAL AMOUNT OF $600,880 AND A TOTAL AMOUNT NOT TO EXCEED $3,059,022 OVER 5 YEARS, PER COUNCIL RESOLUTION 2021-______

1. TERM OF THE CONTRACT: THE TERM OF THE CONTRACT SHALL BE FOR A PERIOD OF TWO (2) YEARS WITH THREE (1) ONE-YEAR EXTENSION OPTIONS AT THE SOLE DISCRETION OF CITY, FOR A TOTAL OF UP TO FIVE (5) YEARS.

YEAR ONE: JUNE 7, 2021 THROUGH JUNE 6, 2022
YEAR TWO: JUNE 7, 2022 THROUGH JUNE 6, 2023
YEAR THREE:

YEAR FOUR:

YEAR FIVE:

JUNE 7, 2023 THROUGH JUNE 6, 2024
JUNE 7, 2024 THROUGH JUNE 6, 2025
JUNE 7, 2025 THROUGH JUNE 6, 2026

2. PRICING SHALL REMAIN FIRM FOR THE FIRST TWO (2) YEARS OF THE AGREEMENT.

PRICE INCREASES FOR SUBSEQUENT CONTRACT YEARS THREE (3), FOUR (4) AND FIVE (5) SHALL NOT

EXCEED THE PRODUCERPRICE INDEX (PPI) FOR WEST URBAN AREA IN ANY ONE CONTRACT YEAR, AND SHALL BE NEGOTIATED THROUGH THE PURCHASING DIVISION. REQUESTS FOR PRICE INCREASES SHALL BE SUBMITTED BY CONTRACTOR IN WRITING, SIXTY (60) DAYS PRIOR TO THE ANNUAL ANNIVERSARY DATE OF THE CONTRACT TO BE EFFECTIVE FOR THE SUBSEQUENT YEAR.

DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E 167
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3. USAGE: NO MINIMUM OR MAXIMUM QUANTITIES ARE GUARANTEED OR IMPLIED.

4. DELIVERY: DELIVERIES SHALL BE MADE WITHIN TWENTY-ONE (21) WORKING DAYS AFTER AN ORDER IS PLACED, UNLESS OTHERWISE SPECIFIED. IF THE DELIVERY CANNOT BE MADE WITHIN THIS TIME FRAME, VENDOR SHALL IMMEDIATELY NOTIFY THE CITY BY PHONE WITH THE ANTICIPATED DELIVERY DATE.

CONTACT REPRESENTATIVE: MICHELLE TAPLEY , SENIOR BUYER , PH: (209) 577-6316

5. PAYMENT: ALL INVOICES SHALL BE PAID IN FULL WITHIN THIRTY (30) DAYS AFTER COMPLETION AND

ACCEPTANCE OF THE SERVICE BY THE CITY, AND RECEIPT OF A PROPERLY PREPARED INVOICE, SUBJECT TO CASH DISCOUNTS ALLOWED AND STATED IN THE BID DOCUMENT.

6. INVOICING: INVOICE SHALL REFERENCE AGREEMENT NO. 197017. THE INVOICE SHALL INCLUDE THE FIRST AND LAST NAME OF THE PERSON REQUESTING THE SERVICE. ALL INVOICES SHALL BE EMAILED DIRECTLY TO ACCOUNTS PAYABLE AT [email protected] . ALL INVOICES SHALL REFERENCE STOCK NUMBER LISTED ON PRICING SCHEDULE.

7. CONTRACTUAL CHANGES: CHANGES OF A CONTRACTUAL OR BUSINESS NATURE SHALL BE EFFECTED

ONLY BY WRITTEN CHANGE TO THIS AGREEMENT THROUGH THE CITY OF MODESTO, PURCHASING DIVISION.

PURCHASING REPRESENTATIVE: MICHELLE TAPLEY , SENIOR BUYER , PH: (209) 577-6316

8. TERMINATION OF SERVICES: THE CITY RESERVES THE RIGHT TO DISCONTINUE SERVICES WITH THE

PROVIDER UPON FAILURE TO MEET CONTRACTUAL EXPECTATIONS AND/OR OBLIGATIONS, AS RECOMMENDED BY THE SITE SUPERVISOR OR HIS/HER AGENT.

CANCELLATION OF SERVICES SHALL BE DETERMINED BY THE COLLABORATIVE EFFORTS OF THE

PURCHASING MANAGER, OR DESIGNEE, AND USING DEPARTMENT AFTER REVIEWING THE INCIDENT(S) OF FAILURE TO PERFORM.

9. INSPECTION: ALL MATERIALS AND WORKMANSHIP 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 ARTICLES OR SERVICES ARE DEFECTIVE OR NOT IN CONFORMITY WITH THIS ORDER, THE CITY SHALL HAVE THE RIGHTS TO EITHER REJECT THE ITEMS OR REQUIRE CORRECTION.

DEFECTIVE ARTICLES OR SERVICES SHALL BE REMOVED FROM CITY PREMISES AND/OR CORRECTED BY AND AT THE EXPENSE OF THE VENDOR. FAILURE 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.

10. RESPONSIBILITY: UNLESS OTHERWISE SPECIFIED, THE VENDOR SHALL BE RESPONSIBLE FOR ALL ITEMS

COVERED BY THIS PURCHASING AGREEMENT UNTIL DELIVERED AT THE DESIGNATED DELIVERY POINT

AND THE VENDOR SHALL BEAR ALL RISKS AS TO ITEMS REJECTED OR REQUIRING CORRECTION AFTER NOTICE OF SUCH REJECTION OR CORRECTION IS GIVEN.

11. SHIPMENT: ALL ITEMS SHIPPING POINT FCA FACTORY UNLESS OTHERWISE SPECIFIED. WHEN AUTHORIZED, FREIGHT TO BE PREPAID. DO NOT SHIP COLLECT. ORIGINAL RECEIPTED FREIGHT BILL MUST ACCOMPANY THE INVOICE. SHIPMENT MUST BE MADE WITHIN THE TIME STATED ON PURCHASING

AGREEMENT, 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 THE VENDOR.

12. CHANGES: THIS PURCHASING AGREEMENT MAY AT ANY TIME, BY WRITTEN ORDER, BE CHANGED IN

REGARD TO THE MATERIALS OR SERVICE TO BE FURNISHED, QUANTITIES ORDERED, UNIT PRICE,

DISCOUNT, DELIVERY POINT OR ARRANGEMENTS, TERMS OR ANY OTHER MATTERS AFFECTING A VALID ORDER. IN THE EVENT SUCH CHANGE CAUSES AN INCREASE OR DECREASE IN THE COST OF DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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PERFORMANCE HEREUNDER, AN EQUITABLE ADJUSTMENT WILL BE MADE FOR THE COST THEREOF, SUBJECT TO THE APPROVAL OF THE PURCHASING MANAGER, AND WRITTEN NOTICE GIVEN THEREFORE.

13. WARRANTY: BADGER METER’S STANDARD WARRANTIES APPLY. (EXHIBIT A)

14. DISCOUNT: IN CONNECTION WITH ANY DISCOUNT OFFERED, TIME WILL BE COMPUTED FROM DATE OF

DELIVERY TO CARRIER WHEN DELIVERY AND ACCEPTANCE ARE AT POINT OF ORIGIN, OR FROM DATE OF

DELIVERY AND ACCEPTANCE IF AT DESTINATION OR FROM DATE CORRECT INVOICE IS RECEIVED BY CITY, IF INVOICE DATE IS LATER THAN DATE OF DELIVERY.

15. INSURANCE: ALL ORDERS WHERE WORK, MAINTENANCE, OR SERVICE IS PERFORMED ON CITY PROPERTY REQUIRE APPROPRIATE INSURANCE AND INDEMNIFICATION. SERVICES WILL BE SUSPENDED WITHOUT PROPER INSURANCE CERTIFICATES BEING ON FILE WITH THE CITY. CONTACT CITY PURCHASING OFFICE TO VERIFY THE TYPE OF INSURANCE REQUIRED.

16. EXEMPTIONS: THE CITY IS EXEMPT FROM PAYMENT OF FEDERAL EXCISE TAX. ALL INVOICES SHALL BE EXCLUSIVE OF SUCH EXCISE TAX. IF PURCHASE IS NOT SUBJECT TO SALES TAX, THE STATEMENT FOR RESALE WILL APPEAR IN THE BODY OF THE PURCHASING AGREEMENT.

17. INFRINGEMENT: VENDOR AGREES TO PROTECT, INDEMNIFY AND SAVE HARMLESS THE CITY AS BUYER,

ITS AGENTS, OFFICERS, EMPLOYEES, AND VOLUNTEERS FROM ANY CLAIM, LOSS OR DAMAGE FROM

INFRINGEMENT OF TRADEMARKS, PATENTS, COPYRIGHTS AND UNFAIR COMPETITION ACTION WITH RESPECT TO THIS AGREEMENT.

18. INDEMNITY: THE VENDOR SHALL HOLD THE CITY, ITS AGENTS, OFFICERS, EMPLOYEES, AND

VOLUNTEERS, HARMLESS FROM AND SAVE, DEFEND AND INDEMNIFY THEM AGAINST ANY AND ALL

CLAIMS, LOSSES, LIABILITIES, JUDGMENTS OR DAMAGES FROM EVERY CAUSE, INCLUDING BUT NOT

LIMITED TO INJURY TO PERSON OR PROPERTY OR WRONGFUL DEATH, INCLUDING REASONABLE COSTS

AND EXPENSES OF DEFENSE OF ANY JUDICIAL OR ADMINISTRATIVE ACTION, ARISING DIRECTLY OR

INDIRECTLY OUT OF ANY NEGLIGENT OR INTENTIONAL ACT OR OMISSION OF VENDOR, OR ITS AGENTS,

OFFICERS, EMPLOYEES, OR VOLUNTEERS RELATING TO OR DURING THE PERFORMANCE OF ITS OBLIGATIONS UNDER THIS AGREEMENT. VENDOR’S OBLIGATION TO DEFEND, INDEMNIFY, AND HOLD THE

CITY, ITS AGENTS, OFFICERS, AND EMPLOYEES HARMLESS UNDER THE PROVISIONS OF THIS PARAGRAPH

IS NOT LIMITED TO OR RESTRICTED BY ANY REQUIREMENT IN THIS AGREEMENT FOR VENDOR TO PROCURE AND MAINTAIN A POLICY OF INSURANCE. IN THE INDEMNITY CLAUSE CONTAINED HEREIN

VENDOR AGREES TO DEFEND, INDEMNIFY AND HOLD CITY HARMLESS FROM THE NEGLIGENCE OF ITS EMPLOYEES, AMONG OTHER RISKS. WITH REFERENCE TO THE FOREGOING, THE PARTIES AGREE THAT

ALL RISK OF LOSS, INCLUDING BUT NOT LIMITED TO DAMAGES, PROPERTY LOSSES AND DEFENSE OF

THIRD PARTY SUITS, ARISING OUT OF OR RELATING TO THE OPERATION OF CITY OWNED VEHICLES BY VENDOR’S EMPLOYEES IS APPORTIONED TO VENDOR IN ACCORDANCE WITH THE PROVISIONS CONTAINED IN INDEMNITY.

19. GOVERNING LAW: THIS PURCHASING AGREEMENT SHALL BE DEEMED MADE IN, GOVERNED BY,

PERFORMED IN, AND CONSTRUED AND ENFORCED IN ACCORDANCE WITH THE LAWS OF THE STATE OF CALIFORNIA, U.S.A., WITHOUT GIVING EFFECT TO ITS CONFLICTS OF LAWS, PROVISIONS OR PRINCIPLES.

20. 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 PURCHASING AGREEMENT. THE VENDOR SHALL ASSUME FULL RESPONSIBILITY FOR THE DEFENSE OF

ANY CLAIMS ARISING UNDER THE PURCHASING AGREEMENT 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 PURCHASING AGREEMENT OR ASSERTED AGAINST IT.

DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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21. DISPUTES: ALL DISPUTES CONCERNING QUESTIONS OF FACT WHICH MAY ARISE UNDER THIS

PURCHASING AGREEMENT, AND NOT DISPOSED OF BY MUTUAL CONSENT SHALL BE DECIDED BY THE PURCHASING MANAGER.

22. OFFER AND ACCEPTANCE: VENDOR REPRESENTS ITS ACCEPTANCE TO PROVIDE PRODUCTS AND/OR SERVICES AS FOLLOWS: CITY’S OFFER TO PURCHASE PRODUCTS AND/OR SERVICES IS EXPRESSLY CONDITIONED UPON VENDOR’S ASSENT TO THE TERMS AND CONDITIONS SET FORTH IN CITY’S PURCHASING AGREEMENT DOCUMENTS, SPECIFICATIONS, SUPPORTING DATA, AND THESE ARTICLES.

VENDOR AGREES THAT VENDOR’S ORDER ACKNOWLEDGMENT TERMS AND CONDITIONS RECEIVED PRIOR TO, DURING, OR AFTER ORDER PLACEMENT BY CITY ARE HEREBY REJECTED. CITY PURCHASING AGREEMENTS SIGNED BY THE CITY’S PURCHASING MANAGER OR HIS/HER DESIGNATED AGENT AND ISSUED TO VENDOR CONSTITUTE WRITTEN NOTIFICATION TO VENDOR OF CITY’S REJECTION OF ANY AND ALL VENDOR ORDER ACKNOWLEDGMENTS, COUNTER OFFERS AND CHANGES TO THE CITY’S TERMS AND CONDITIONS.

23. ASSIGNMENT: NEITHER THIS PURCHASING AGREEMENT NOR ANY PORTION THEREOF SHALL BE

SUBCONTRACTED OR ASSIGNED WITHOUT THE WRITTEN CONSENT OF THE CITY IN EACH AND EVERY INSTANCE.

24. MISCELLANEOUS: TIME IS OF THE ESSENCE IN EACH AND EVERY PROVISION OF THIS PURCHASING AGREEMENT.

DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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ATTACHMENT A
ANNUAL PURCHASE AGREEMENT NO. 197017

PURCHASE OF BADGER WATER METERS, METER READERS & RELATED PARTS CONTRACTUAL PRICING – EFFECTIVE JUNE 6, 2021

Part # Description Pricing
140201 M35 BB 3/4' X 9" BRONZE, 9 DIAL, PREWIRED 3 FT IN/OUTDOOR COMPLETE Part Number -103-6879
$175.41
140202 M35 BB 3/4" X 9" BRONZE BARE Part Number - 101-6838 $77.93 140203 M35 ORION ME/REG ONLY,3/4" HRE-LCD PLASTIC SHROUD Part Number - 103-6692 $112.59 140204 M55 BB 1" X 10 3/4 BRONZE BOTTOM 9 DIAL, PLASTIC SHROUD HRE-LCD COMPLETE Part Number - 103-6881
$255.23
140205 M55 BB 1" X 10 3/4 LL BRONZE BOTTOM BARE Part Number - 100-8665 $125.52 140206 M55 ORION ME/REG ONLY 1" HIGH VOLUME, 55 GPM HRE-LCD PLASTRIC SHROUD Part Number - 103-6695
$129.71
140207 M70 BB 1" X 10 3/4 BRONZE 9 DIAL, PREWIRED 3 FT IN/OUTDOOR COMPLETE Part Number - 103-6883
$281.37
140208 M70 BB 1" X 10 3/4 BRONZE BARE Part Number - 100-6147 $152.04 140209 M70 ORION ME/REG ONLY 1" HIGH VOLUME, 70 GPM HRE-LCD PLASTIC SHROUD Part Number - 103-6699
$129.71
140211 ER09 SERVICE ASSEMBLY FOR PLMT Part Number - 65848-003 $288.41 140212 SEAL PLUG, CALIBRATION SHAFT 1 1/2" X 4" Part Number - 62793-001 $2.73 140691 CHECK VALVE 2" C89833, MILWAUKEE Part Number- 26506-031 $227.51 140692 CHECK VALVE 2" MILWAUKEE UL/FM Part Number - 26506-018 $145.61 140693 VALVE ASSEMBLY 3" CS400 S KIT Part Number - 64066-002 $98.84 140694 VALVE ASSEMBLY 4" CS800 S KIT Part Number - 64131-002 $117.67 140695 VALVE ASSEMBLY 6" CS1500 S KIT Part Number - 64134-002 $141.22 140700 HEAD ASSEMBLY 3" TURBO SERIES LL BARE METER Part Number - 63010-026 $465.49 140701 HEAD ASSEMBLY 4" TURBO SERIES LL BARE METER Part Number - 63010-027 $481.16 140702 HEAD ASSEMBLY 6" TURBO SERIES LL BARE METER Part Number - 63010-028 $1,490.58 140703 HEAD ASSEMBLY 8" TURBO SERIES LL BARE METER Part Number - 63010-018 $1,501.03 140704 HEAD ASSEMBLY 10" TURBO SERIES LL BARE METER Part Number - 63010-030 $2,034.50 140705 HEAD ASSEMBLY 12" TURBO SERIES LL BARE METER Part Number - 63010-012 $1,966.51 140740 SCREEN 2"-3" CS400 Part Number - 64081-001 $1.89 140741 SCREEN 4"-6" CS800 & CS1500 Part Number - 64142-001 $2.13 148600 O-RING EPDM 3" 1.299 ID x .103W Part Number - 64083-002 $0.71 148605 O-RING EPDM 4" 1.612 ID x .103W Part Number - 64083-008 $0.71 148615 O-RING EPDM 4" 8.487 ID X .103W Part Number - 64803-009 $8.94 148620 O-RING EPDM 6" 1.609 ID X .139 W Part Number - 64803-010 $0.71 148625 O-RING EPDM 6" 10.484 ID X .139 W Part Number - 64803-011 $8.94 148601 O-RING EPDM 3" 6.987 ID X .103 W Part Number - 64803-003 $7.07 148630 O-RING 3" 122MM ID X 4MM Part Number - 62754-003 $5.65 148635 O-RING 6" 172MM X 5MM Part Number - 62754-004 $17.89 140090 ASSEMBLY,3" M-25 CHAMBER & DISC Part Number - 33334-023 $34.84 DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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140095 ASSEMBLY,4" M-35 CHAMBER & DISC SST-TR SER Part Number - 33334-056 $65.90 140210 METER WATER DISC SERIES - Bronze 5/8" X 3/4" Part Number - 103-6887 $152.20 140220 METER WATER DISC SERIES EP, M25 3/4"(9) Part Number - 103-6886 $161.53 140240 METER, M120 BARE, DISC, M120 1-1/2"-ELL DR W/TP, 430SS Part Number - 100-6161 $365.30 140250 METER WATER - DISC SERIES - Bronze 2" Part Number - 103-6914 $465.07 140470 METER TURBO CU/FT MODEL-WP 4" Part Number - 103-6917 $1,102.94 140490 METER BARE, TURBO, LL SERIES 6", ROUND W/TEST PLUG Part Number - 100-7722 $2,505.76 140500 METER, TURBO 8" ROUND LL W/TEST PLUG, LESS CONNECTIONS ORION, PLASTIC SHROUD Part Number - 103-6920
$2,736.21
140505 METER, TURBO 10" ROUND LL W/TEST PLUG, LESS CONNECTIONS ORION, PLASTIC SHROUD Part Number - 103-6923
$3,888.28
140510 METER, TURBO 12" ROUND LL W/TEST PLUG, LESS CONNECTIONS ORION, PLASTIC SHROUD Part Number - 103-6926
$4,185.36
140660 METER 3", COMPOUND LL, ROUND W/TEST PLUG ORION, PLASTIC SHROUD Part Number - UM1-0019-3701
$1,576.09
140670 METER 4", COMPOUND LL, ROUND W/TEST PLUG ORION, PLASTIC SHROUD Part Number - UM1-0019-3702
$2,645.12
140680 METER 6", COMPOUND LL, ROUND W/TEST PLUG ORION, PLASTIC SHROUD Part Number - UM1-0019-3703
$3,684.47
140690 METER 8", ROUND LESS CONNECTIONS HRE-LCD, PLASTIC LID ORION Part Number - UM1-0019-3704
$5,258.34
140815 FIRE SERIES METER 4", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - 103-6876
$2,973.77
140817 FIRE SERIES METER 6", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - 103-6895
$4,280.39
140819 FIRE SERIES METER 8", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - 103-6899
$5,349.43
140821 FIRE SERIES METER 10", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - 103-6903
$6,537.26
140835 FIRE SERIES ASSEMBLY 4", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - UM1-0019-3705
$5,495.91
140837 FIRE SERIES ASSEMBLY 6", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - UM1-0019-3706
$7,515.21
140839 FIRE SERIES ASSEMBLY 8", RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - UM1-0019-3707
$10,009.66
140841 FIRE SERIES ASSEMBLY 10", ROUND, RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - UM1-0019-3708
$14,514.36
140843 FIRE SERIES ASSEMBLY 10" X 12", ROUND, RCDL, LL W/STRAINER, PLASTIC SHROUD Part Number - UM1-0019-3709
$15,618.46
140706 MAGNETIC FLOW METER + TRANSMITTER, 4", M2000 FLANGED, ORION FHSS Part Number - 100-0016
$1,638.94
140707 MAGNETIC FLOW METER + TRANSMITTER, 6", M2000 FLANGED, ORION FHSS Part Number - 100-0001
$1,876.50
140708 MAGNETIC FLOW METER + TRANSMITTER, 8", M2000 FLANGED, ORION FHSS Part Number - 100-0022
$2,161.58
140709 MAGNETIC FLOW METER + TRANSMITTER, 10", M2000 FLANGED, ORION FHSS Part Number - 103-4853
$2,684.22
140710 MAGNETIC FLOW METER + TRANSMITTER, 12", M2000 FLANGED, ORION FHSS Part Number - 103-6981
$3,396.92
140720 METER, FIRE HYDRANT + TRANSMITTER, 3" PORT, 316 SS BOLTS, Part Number -.

PT1-0000-0603
$805.14
140900 STRAINER, 3" EXTERNAL PLATE, ROUND W/DRAIN PLUG LL BRONZE Part Number - 103-6906
$486.46
140901 STRAINER, 4" EXTERNAL PLATE, ROUND W/DRAIN PLUG LL BRONZE Part Number - 103-2853
$582.59
DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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140903 STRAINER, 6" EXTERNAL PLATE, ROUND W/DRAIN PLUG LL BRONZE Part Number - 101-9753
$961.59
140905 STRAINER, 8" EXTERNAL PLATE, ROUND W/DRAIN PLUG LL BRONZE Part Number - 100-8315
$1,213.28
140907 STRAINER, 10" EXTERNAL PLATE, ROUND W/DRAIN PLUG LL BRONZE Part Number - 100-8316
$2,285.15
140909 STRAINER, 12" EXTERNAL PLATE, ROUND W/DRAIN PLUG LL BRONZE Part Number - 100-8317
$2,799.88
140085 REDUCER, NIPPLE 2-1/2 " - 7-1/2" N H Part Number - 25724-000 $95.19 140086 COUPLING, SWV 2-1/2 - 7-1/2 " W/OUT SCREEN Part Number - 63180-001 $157.25 140200 BIT TORX HEAD BADGER Part Number - 62657-001 $3.39 140224 METER, M25 BARE, LL BRONZE 5/8 X 3/4 - 3/4 BORE, 3/4 X 7-1/2 Part Number - 100- 6136
$39.62
140225 METER WATER M25 3/4"(9), PL Btm, Part Number - 103-6886 $48.94 140240 METER, M120 BARE, DISC 1-1/2" ELLIPTICAL LONG DRILLED W/TEST PLUG Part Number - 100-6161
$254.54
140490 METER BARE, TURBO, LL SERIES 6", ROUND W/TEST PLUG Part Number - 100-7722 $2,382.79 140491 METER BARE, TURBO, LL SERIES 8", ROUND W/TEST PLUG Part Number - 100-7912 $2,613.23 140492 METER BARE, TURBO, LL SERIES 10", ROUND W/TEST PLUG Part Number - 100-8184 $3,765.30 140493 METER BARE, TURBO, LL SERIES 12", ROUND W/TEST PLUG Part Number - 103-6848 $4,062.38 140650 METER BARE, COMPOUND LL SERIES 3", ROUND W/TEST PLUG Part Number - UM1-0000-6055
$1,306.60
140651 METER BARE, COMPOUND LL SERIES 4", ROUND W/TEST PLUG Part Number - UM1-0000-6056
$2,375.65
140653 METER BARE, COMPOUND LL SERIES 6", ROUND W/TEST PLUG Part Number - UM1-0000-6237
$3,415.01
140655 METER BARE, COMPOUND LL SERIES 8", ROUND W/TEST PLUG Part Number - UM1-0006-1424
$4,988.88
140830 METER BARE, FIRE SERIES 4" RCDL, LL ROUND EXTERNAL STRAINER Part Number - 103-6856
$2,850.79
140831 METER BARE, FIRE SERIES 6" RCDL, LL ROUND EXTERNAL STRAINER, Part Number - 103-6894
$4,157.39
140832 METER BARE, FIRE SERIES 8" RCDL, LL ROUND EXTERNAL STRAINER Part Number - 103-6898
$5,226.44
140833 METER BARE, FIRE SERIES 10" RCDL, LL ROUND EXTERNAL STRAINER Part Number - 103-6902
$6,414.28
140850 METER BARE FIRE ASSEMBLY, 4" RCDL, LL ROUND EXTERNAL STRAINER Part Number - UM1-0019-3710
$5,226.44
140851 METER BARE FIRE ASSEMBLY, 6" RCDL, LL ROUND EXTERNAL STRAINER Part Number - UM1-0019-3711
$7,245.75
140852 METER BARE FIRE ASSEMBLY, 8" RCDL, LL ROUND EXTERNAL STRAINER, Part Number - UM1-0019-3712
$9,740.19
140853 METER BARE FIRE ASSEMBLY, 10" RCDL, LL ROUND EXTERNAL STRAINER Part Number - UM1-0019-3713
$14,253.94
140854 METER BARE FIRE ASSEMBLY, 10" X 12" RCDL, LL ROUND EXTERNAL STRAINER Part Number - UM1-0019-3714
$15,450.81
140920 REGISTER, M25 DISC METER 5/8" X 3/4" X 7.5" LAY LENGTH HRE-LCD PLASTIC SHROUD Part Number - 102-6511
$112.59
140921 REGISTER, M35 DISC METER 3/4" X 9" LAY LENGTH HRE-LCD PLASTIC SHROUD Part Number - 103-6911
$112.59
140922 REGISTER, M120 DISC METER 1-1/2" HRE-LCD PLASTIC SHROUD Part Number - 103- 6927
$122.98
140923 REGISTER, M170 DISC METER 2" HRE-LCD PLASTIC SHROUD Part Number - 103-6929 $122.98 140924 REGISTER, TURBO METER 4" HRE-LCD PLASTIC SHROUD Part Number - 103-6931 $122.98 140925 REGISTER, TURBO METER 6" HRE-LCD PLASTIC SHROUD Part Number - 103-6932 $122.98 DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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140926 REGISTER, TURBO METER 8" HRE-LCD PLASTIC SHROUD Part Number - 103-6934 $122.98 140927 REGISTER, TURBO METER 10" HRE-LCD PLASTIC SHROUD Part Number - 103-6936 $122.98 140928 REGISTER, COMPOUND METER 3" HRE-LCD PLASTIC SHROUD - Low Part Number - 103-6938
$134.72
NEW REG 4, 3"CSM HI, HR-E LCD Part Number - 103-6941 $134.72 140929 REGISTER, COMPOUND METER 4" HRE-LCD PLASTIC SHROUD - Low Part Number - 103-6943
$134.72
NEW REG 4, 4"CSM HI, HR-E LCD Part Number - 103-6945 $134.72 140930 REGISTER, COMPOUND METER 6" HRE-LCD PLASTIC SHROUD Low Part Number - 103-6947
$134.72
NEW REG 4, 6"CSM HI, HR-E LCD Part Number - 103-6949 $134.72 140931 REGISTER, COMPOUND METER 8" HRE-LCD PLASTIC SHROUD Low Part Number - 103-6950
$134.72
NEW REG 4, 8"CSM HI, HR-E LCD Part Number - 103-6952 $134.72 140934 REGISTER, FIRE SERIES METER 4" HRE-LCD PLASTIC SHROUD Part Number - 103- 6966
$122.98
140935 REGISTER, FIRE SERIES METER 6" HRE-LCD PLASTIC SHROUD Part Number - 103- 6968
$122.98
140936 REGISTER, FIRE SERIES METER 8" HRE-LCD PLASTIC SHROUD Part Number - 103- 6970
$122.98
140937 REGISTER, FIRE SERIES METER 10" HRE-LCD PLASTIC SHROUD Part Number - 103- 6972
$122.98
140940 REGISTER, FIRE ASSEMBLY METER 4" HRE-LCD PLASTIC SHROUD Part Number - UM1-0019-3715
$269.44
140941 REGISTER, FIRE ASSEMBLY METER 6" HRE-LCD PLASTIC SHROUD Part Number - UM1-0019-3716
$269.44
140942 REGISTER, FIRE ASSEMBLY METER 8" HRE-LCD PLASTIC SHROUD Part Number - UM1-0019-3717
$269.44
140943 REGISTER, FIRE ASSEMBLY METER 10" HRE-LCD PLASTIC SHROUD Part Number - UM1-0019-3718
$269.44
140944 REGISTER, FIRE ASSEMBLY METER 10" X 12" HRE-LCD PLASTIC SHROUD Part Number - UM1-0019-3719
$269.44
140960 FIRE HYDRANT ORION ENDPOINT GUARD KIT Part Number - 68874-001 $123.71 140961 ENDPOINT, LTE-M W/INSTALLATION KIT Part Number - 100-1137 $91.26 140100 METER, ULTRASONIC SS 5/8 X 3/4 X 7.5 Part Number - 103-6973 $138.35 140105 METER, ULTRASONIC SS 3/4 X 7.5 Part Number - 103-6974 $160.40 140110 METER, ULTRASONIC SS 3/4 X 9 Part Number - 103-6975 $170.43 140115 METER, ULTRASONIC SS 1 X 10-3/4 Part Number - 100-4097 $185.46 140120 METER, ULTRASONIC SS 1-1/2 X 13 Part Number - 103-6982 $330.83 140125 METER, ULTRASONIC SS 2 X 17 Part Number - 103-6976 $441.10 140130 METER, ULTRASONIC SS 3 X 12 Part Number - 103-6977 $1,414.03 140135 METER, ULTRASONIC SS 3 X 17 Part Number - 103-6978 $1,433.58 140140 METER, ULTRASONIC SS 4 X 14 Part Number - 103-6979 $1,724.80 140145 METER, ULTRASONIC SS 4 X 20 Part Number - 103-6980 $1,744.35 SHIPPING POINT IS FCA FACTORY, NO CHARGE. ANY FREIGHT/DELIVERY CHARGES SHALL BE INCLUDED IN THE UNIT PRICE.

PRICING IS NET TO THE CITY, EXCLUSIVE OF FEDERAL EXCISE TAX, CALIFORNIA STATE, LOCAL, SALES AND USE TAX.

DUE TO CONTINUOUS IMPROVEMENTS AND REDESIGN OF BADGER PRODUCTS AND TECHNOLOGY SOLUTIONS,

BADGER RESERVES THE RIGHT TO PROVIDE OUR NEWEST PRODUCT SOLUTIONS AS AN ALTERNATIVE TO THE DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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PROPOSED PRODUCTS PROVIDED THEY ARE IN CONFORMANCE WITH THE REQUIREMENTS OF THE SPECIFICATIONS AND DO NOT EXCEED THE PRICES QUOTED.

CITY OF MODESTO SALES TAX RATE 7.875%
PAYMENT TERMS: NET 30
VENDOR CONTACT: NAME: BRIAN HELPHAND
PHONE # 916-521-0390
EMAIL: [email protected]
ORDER PLACEMENT: NAME: CUSTOMER SERVICE
PHONE # 800-876-3837
EMAIL: [email protected]
DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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EXHIBIT A

GENERAL TERMS & CONDITIONS
ANNUAL PURCHASE AGREEMENT NO. 197017

PURCHASE OF BADGER WATER METERS, METER READERS & RELATED PARTS Badger Meter Terms and Conditions of Sale

1. Definitions. “Buyer” means the party purchasing goods or services pursuant to these Terms and Conditions of Sale (“Terms and Conditions”). “Badger Meter” means Badger Meter, Inc., a Wisconsin corporation. “Goods” means the Badger Meter goods and/or services sold or otherwise provided pursuant to these Terms and Conditions.

2. Controlling Provisions.

Generally. This document, including the provisions in Badger Meter's quotation, proposal, price list, acknowledgment and invoice, and Badger Meter's Limited Warranties described in Section 12 (the "Agreement") constitutes an offer by Badger Meter to provide the Goods to Buyer. If this document is deemed an acceptance of a prior offer by Buyer, such acceptance is limited to the express terms contained in this Agreement. Buyer's acceptance of this offer is limited to the terms, covenants and conditions contained in this offer. Badger Meter hereby objects to and rejects any additional, different or varying terms proposed by Buyer, regardless of whether or when Buyer submitted its purchase order or such terms. Such proposal of additional, different or varying terms by Buyer shall not operate as a rejection of Badger Meter's offer, and Badger Meter's offer shall be deemed accepted without such additional, different or varying terms. Fulfillment of Buyer's order does not constitute acceptance of Buyer's terms and conditions and does not serve to modify this Agreement. THIS AGREEMENT

CONSTITUTES THE FINAL EXPRESSION OF THE AGREEMENT BETWEEN BADGER METER

AND BUYER REGARDING THE GOODS AND IT IS A COMPLETE AND EXCLUSIVE STATEMENT OF THAT AGREEMENT. ANY TERMS, CONDITIONS, NEGOTIATIONS OR UNDERSTANDINGS

WHICH ARE NOT CONTAINED IN THIS AGREEMENT SHALL HAVE NO FORCE OF EFFECT

UNLESS MADE IN WRITING AND SIGNED BY BUYER AND AN AUTHORIZED OFFICER OF BADGER METER. Badger Meter's sales representatives do not have authority to change this Agreement.

Badger Meter reserves the right to correct clerical errors in its documents. It is the express wish of the parties that this document and any related documents be drafted in English. The parties agree that in case of any discrepancy between interpretation of the German and English version of this contract, the English version (wording) shall prevail.

Acceptance. Buyer shall be deemed to have made an unqualified acceptance of this offer and the Agreement on the earliest of the following to occur: (a) Badger Meter's receipt of a copy of this Agreement (or any document incorporating this Agreement) signed by Buyer, (b) Buyer's order of Goods after receiving notice of this Agreement, (c) Buyer's payment of any amounts due under this Agreement, (d) Buyer's delivery to Badger Meter of any material to be furnished by Buyer, (e) Badger Meter's delivery of the Goods following Buyer's order, (f) Buyer's failure to notify Badger Meter to the contrary within ten (10) days of receipt of this Agreement, or (g) any other event constituting acceptance under applicable law.

3. Storage. If the Goods are not shipped within fifteen (15) days after notification to Buyer that they are ready for shipping, for any reason beyond Badger Meter’s reasonable control, including without limitation Buyer’s failure to give shipping instructions, Badger Meter may store such Goods, at Buyer’s risk, in a warehouse or yard located on Badger Meter’s premises, and Badger Meter may at its sole discretion charge Buyer and Buyer DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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shall pay all handling, transportation and storage costs at the prevailing commercial rates upon submission of invoices on the stored Goods.

4. Prices. Unless stated otherwise in a governing quotation or tender, prices are stated and payable in U.S. dollars or Euros FCA Badger Meter's Facility (pursuant to Incoterms 2010 of the International Chamber of Commerce, as amended or restated from time to time ["Incoterms"]). All prices are subject to change based on Badger Meter's selling prices in effect as of the date of shipment. Quoted prices are firm for acceptance, via an order, within the effective dates provided in the quote, shipping within sixty (60) days past the expiration of the quote. Prices quoted for blanket orders are subject to review and retroactive adjustment, if necessary, based on actual quantities shipped. Written quotations are void unless accepted within the effective dates listed on the quotation and are subject to earlier change upon notice from Badger Meter. Other Badger Meter publications are maintained as sources of information and are not quotations or offers to sell.

5. Taxes. All prices are exclusive of all sales, use, value added, customs and excise taxes, and any other taxes, duties, fees and charges of any kind imposed by any governmental authority in connection with this Agreement. Buyer shall pay or reimburse Badger Meter on demand for all such taxes, duties, fees and charges but Buyer shall not be responsible for any taxes imposed on, or with respect to, Badger Meter's income.

6. Title and Risk of Loss. All Goods are shipped F.C.A. Badger Meter's Facility (pursuant to Incoterms 2010 of the International Chamber of Commerce, as amended or restated from time to time). Buyer is responsible for all delivery charges for Goods. Title and risk of loss or damage to Goods passes to Buyer when Goods are moved from Badger Meter’s dock into the conveyance vehicle for transport.

7. Payment Terms. Buyer shall pay all invoices within thirty (30) days of the invoice date. Badger Meter reserves the right to establish credit limits for Buyer and may require full or partial payment prior to shipment of any Goods or commencement of any services provided hereunder. All payments shall be made via payment methods allowed by Badger Meter according to instructions provided by Badger Meter. For Buyers outside the U.S., Badger Meter may require cash in advance or a Letter of Credit for payment or security in a form acceptable to Badger Meter. If Buyer does not pay Badger Meter any amount due under this Agreement or any other Agreement when such amount is due or if Buyer defaults in the performance of this Agreement, Badger Meter may, without incurring liability to Buyer and without prejudice to Badger Meter's other lawful remedies (a) terminate Badger Meter's obligations under this Agreement, (b) declare immediately and due payable all Buyer's obligations to Badger Meter, (c) change credit terms with respect to any further work or deliveries, (d) suspend or discontinue any further work or deliveries and/or (e) repossess the Goods. Buyer agrees to reimburse Badger Meter for all costs and fees including, without limitation, attorneys' fees and repossession fees incurred by BadgerMeter in collecting any sum owed by Buyer to Badger Meter. Any invoices which Buyer does not pay within the time provided in this Agreement shall bear interest at the lower of (i) one and a half percent (1.5%) per month up to a maximum of eighteen percent (18%) per year; or (ii) the highest rate permitted by applicable law.

Buyer shall not set off amounts due to Badger Meter against claims against Badger Meter.

8. Packaging. Badger Meter reserves the right to select the manner in which Goods are packaged.

Special requirements for packing will be subject to extra charges.

9. Delivery. Shipping dates and completion dates quoted by Badger Meter are made in good faith but are not guaranteed; Badger Meter reserves the right to extend shipping dates as it deems necessary in its sole discretion, without incurring liability to Buyer and to make delivery in installments. Time for delivery shall not be of the essence. In the absence of shipping instructions from Buyer, Badger Meter will use its discretion as to the selection of shipping services and routings. Installation of Goods is the responsibility of the Buyer unless otherwise agreed in writing. If Badger Meter agrees to ship F.C.A. Other U.S. locations (pursuant to Incoterms) within the United States (U.S.), upon receipt of shipment, Buyer must inspect the goods for damage, shortage, or DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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nonconformance. Buyer will make note of damage on the carrier’s delivery receipt. Claims for shortages or other errors must be made in writing to Badger Meter within seven (7) days after receipt of shipment and claims for concealed damage must be made to Badger Meter within fifteen (15) days after receipt of shipment. Failure to give such notice shall constitutes unqualified acceptance and a waiver of all such claims by Buyer. When the Buyer’s carrier and account are used for transit, the Buyer shall be responsible for any claims made for visible and concealed damage and/or loss of partial or complete shipment.

10. Force Majeure. Badger Meter shall not be liable or responsible to Buyer, nor be deemed to have defaulted or breached this Agreement, for any failure or delay in fulfilling or performing any term of this agreement when and to the extent such failure or delay is caused by or results from acts or circumstances beyond the reasonable control of Badger Meter including, without limitation, acts of God, terrorism, health-related events (i.e. virus), acts of Buyer, embargo or other governmental act, regulation or request, fire, accident, strike, slow-down, war, riot, delay in transportation, delayed delivery by suppliers, or inability to obtain necessary labor and materials. In the event of any such delay, the date of delivery shall be extended for a period equal to the time lost by reason of the delay.

11. Orders; Changes and Cancellations. Buyer's orders or mutually agreed change orders shall be subject to all provisions of this Agreement, whether or not the order or change order so states. No order shall be binding upon Badger Meter until received and accepted by Badger Meter in its sole discretion. Minimum order value is $200 U.S.D. or EUR 200. Orders submitted to Badger Meter may not be cancelled or amended, or deliveries deferred, by Buyer except with Badger Meter's prior written consent, and then only upon such terms as shall be acceptable to Badger Meter on a product by product basis. In the event of cancellation of an order by Buyer, Buyer shall pay Badger Meter's reasonable costs and expenses, plus Badger Meter's usual rate of profit for similar work, and all cancellation charges imposed by Badger Meter's suppliers. Neither Buyer’s acceptance of this offer nor any conduct by Badger Meter (including but not limited to shipment of Goods) will oblige Badger Meter to sell to Buyer any quantity of Goods in excess of the quantity that Buyer has committed to purchase from Badger Meter at the time of such acceptance or conduct. Due to continuous efforts to improve and redesign of our products and technology solutions, Badger Meter reserves the right to provide our newest product solutions as an alternative to the quoted or ordered Goods, provided they are in conformance with the requirements of any agreed specifications and do not exceed the prices quoted.

12. Limited Warranties.

Generally. Unless otherwise agreed in a writing signed by an authorized officer of Badger Meter, provided by Badger Meter in a written product-specific warranty or online at http://www.badgermeter.com/Company/Legal/Warranty-Policy.htm, or passed through by Badger Meter from the original equipment manufacturer, Badger Meter warrants the Goods supplied hereunder to be free from significant defects in material and workmanship under normal use and service for a period of 18 months from the date of shipment or 12 months from the date of installation, whichever period shall be shorter (“the Warranty Period”). This warranty applies only to the original purchaser of the Goods and does not apply to Goods that are the subject of negligence, accident, or damage by circumstances beyond Badger Meter’s control, or any improper operation, maintenance, storage, installation or use. This warranty does not apply to Goods or component parts that were not manufactured by Badger Meter and not covered by a Badger Meter or original equipment manufacturers written warranty, all of which are sold “AS IS” and without warranty by Badger Meter. This warranty applies only to covered defects that are discovered during the Warranty Period. Buyer'sfailure to provide Badger Meter with written notice of any alleged defect within ten (10) days after its discovery constitutes a waiver of the remedies specified herein. If Badger Meter receives timely notice, and if the Goods are proved to Badger Meter’s satisfaction to have a warranted defect, Badger Meter will, at its own discretion, expense and within a reasonable period of time, either (1) repair, correct or cure the warranted defect(s), or (2) replace the specific Goods at issue, or (3) give Buyer a refund of the price it paid for the Goods, prorated where appropriate to adjust DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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for the value of any conforming Goods or services accepted and retained by Buyer. Any parts of Goods repaired or replaced under warranty are warranted only for the balance of the Warranty Period on the original part that was repaired or replaced. These remedies shall be Buyer’s exclusive remedies (and the sole and exclusive liability of Badger Meter) for any defects or deficiencies relating to or arising out of Goods sold or services performed. All repairs are made on a C.P.T. factory basis (pursuant to Incoterms). THE WARRANTIES IN THIS SECTION

ARE THE ONLY WARRANTIES GIVEN WITH RESPECT TO GOODS SOLD OR OTHERWISE PROVIDED BY BADGER METER. BADGER METER EXPRESSLY DISCLAIMS ANY AND ALL

OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED OR OTHERWISE,

INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO FITNESS FOR A PARTICULAR

PURPOSE, MERCHANTABILITY, NONINFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

Buyer's Obligations. Buyer must satisfy the following obligations in order to be eligible for coverage by the applicable warranty. Prior to using or permitting use of the Goods, Buyer shall determine the suitability of the Goods for the intended use and Buyer assumes all risk and liability whatsoever in connection therewith. Buyer agrees that Badger Meter has no post–sale duty to warn Buyer or any other party about any matter or, if such duty exists, Badger Meter satisfies that duty by providing any required warnings only to Buyer. Buyer assumes all post–sale duty to warn its customers and indemnifies Badger Meter against any Losses (as defined in Section 17 below) in connection with such duty or failure to warn. Buyer agrees to test and evaluate Goods promptly upon receipt to ensure compliance with all specifications, quality requirements and other requirements of Buyer's application. Badger Meter does not guaranty the accuracy of information given and recommendations made as to suitability of Goods for Buyer's application or operating conditions. Nothing shall be construed to imply the nonexistence of any relevant patents or to constitute a permission, inducement or recommendation to practice any invention covered by any patent without authority from the patent owner.

13. Intellectual Property. No Intellectual Property (as defined below) is assigned to Buyer hereunder. Badger Meter shall own or continue to own all Intellectual Property used or created in the course of performing this Agreement. To the extent, if any, that any ownership interest in and to such Intellectual Property does not automatically vest in Badger Meter, and instead vests in Buyer, Buyer agrees to grant and assign and hereby does grant and assign to Badger Meter all right, title and interest that Buyer may have in and to such Intellectual Property. Buyer agrees not to reverse engineer any Goods purchased or provided hereunder. "Intellectual Property" means patents and patent applications, inventions, developments and discoveries, whether or not patentable or copyrightable, trademarks, service marks, trade dress, copyrights, trade secrets, designs, drawings, specifications, database rights, rights in and to confidential information and know-how, and any rights analogous to the same anywhere in the world and existing at any time in the Goods or arising out of or relative to the design or manufacture of the Goods or the provision of services, and all other Intellectual Property and proprietary rights.

Any use of Badger Meter's or its affiliates' or suppliers' trademarks in advertisements or promotion must be preapproved in writing by Badger Meter. Buyer agrees to take all steps which Badger Meter may from time to time consider to be necessary to perfect or protect Badger Meter's or its affiliates' or suppliers' rights in Badger Meter's Intellectual Property including, without limitation, executing all necessary assignments, declarations, and other documents requested by Badger Meter from time to time. Upon expiration or termination of this Agreement for any reason, Buyer shall take such steps and execute such documents as Badger Meter requests to cause Badger Meter or its affiliates or suppliers to own all rights in the Intellectual Property and to terminate any rights Buyer or its affiliates may have to use the Intellectual Property. Buyer shall inform Badger Meter promptly of any potential or actual infringement of any of Badger Meter's or its affiliates' or suppliers' Intellectual Property and shall provide all assistance and information required by Badger Meter, at Badger Meter's expense, in connection with any such infringement.

14. Compliance with Laws. Buyer agrees to familiarize itself with and comply with all laws and regulations now or hereafter in effect and applicable to the purchase, transport, use, supply, storage, sale, offer for sale, lease DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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and/or disposal of the Goods ("Laws") including, without limitation, to the extent applicable, the U.S. Foreign Corrupt Practices Act and all other anti-bribery laws, all U.S. anti-boycott laws, and the U.S. Export Administration Act and all regulations thereunder. If Buyer or its affiliates, agents or representatives engages a freight forwarder or similar service provider, Buyer shall provide Badger Meter with copies of freight forwarder (or similar) records regarding Goods exports promptly upon request.

Buyer shall promptly notify Badger Meter in writing if Buyer receives notice of or otherwise has reason to believe that a violation of any applicable trade laws has occurred or is likely to occur. Buyer assumes all risk with respect to compliance of Goods with applicable Laws (including without limitation all environmental laws in any jurisdiction).

Buyer acknowledges that certain Goods may have restrictions on who can purchase, transport, use, supply, store, sell, offer for sale, lease and/or dispose of ("Actions") the Goods and on how and where such Actions may take place. Buyer agrees to be responsible for determining who may take such Actions and how and where such Actions may take place after Badger Meter's delivery hereunder, and further agrees to ensure that its customers comply with such requirements.

By accepting this Agreement, Buyer confirms that:
 Buyer understands that Goods provided by Badger Meter are subject to U.S. export control laws and regulations, including, without limitation, the International Traffic in Arms Regulation (ITAR) or the Export Administration Regulations;
 Buyer will comply with all applicable U.S., EU, and UN laws and regulations and any other laws, regulations, or orders of similar effect enforced any other applicable jurisdiction whenever we export, re-export, or transfer Product(s) acquired from Badger Meter, insofar as it does not infringe any applicable anti-boycott rule, and acknowledges that the controlling laws and regulations may be amended from time to time;  Buyer acknowledges that U.S. law prohibits the sale, transfer, export, re-export, or participation in any export transaction involving Badger Meter’s Goods with individuals or companies listed in the United Nations Financial Sanctions List, Consolidated List of Persons, Groups, and Entities Subject to EU Financial Sanctions, U.S. Department of Commerce’s Denied Persons List, Entity List, or Unverified List; the U.S. Department of State Nonproliferation Sanctions, AECA Debarred List; U.S. Department of Treasury’s Specially Designated Nationals, Foreign Sanctions Evaders List, Sectoral Sanctions Identifications (SSI) List, Palestinian Legislative Council (PLC) List, The List of Foreign Financial Institutions Subject to Part 561 List, and Blocked Persons Lists; and any additional lists added by the U.S. Government. Buyer will not transfer, export, or re-export, directly or indirectly to any party identified on a restricted party list published by the U.S. government, European Union, or any other government, or to any party otherwise prohibited under any applicable law from receiving Badger Meter Goods;
 Buyer will not use, sell, transfer, export or re-export Badger Meter Goods for use in any activity related to the development, production, use, stockpiling, maintenance, or proliferation of weapons of mass destruction, including, without limitation, uses related to nuclear, chemical or biological weapons (i.e. the nuclear, chemical or biological materials/substances themselves could be used in weapons and/or the weapon delivery systems for those materials/substances) (“Weapons”), and that Buyer will not transfer, divert, export, or re-export, directly or indirectly, Goods, including any products developed or manufactured using Badger Meter’s Goods, to any party engaged in any such activity. nor use such Goods in any facilities that are engaged in activities related to such Weapons. This restriction also includes, but is not limited to:
o nuclear explosive activities, safeguarded and unsafeguarded nuclear activities o rocket systems or unmanned air vehicles
o maritime nuclear propulsion;
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 If Buyer is subsequently engaged in the use, development, production, transfer, export or re-export of any Badger Meter Goods, Buyer acknowledges that it may be subject to and responsible for the export licensing requirements of the U.S. government or any other government;  Buyer acknowledges that it may receive Goods from Badger Meter exported under a written authorization from the U.S. government or any other government and acknowledge that it may be subject to and responsible for conditions subject to this written authorization and/or be subject to and responsible for the re-export licensing requirements applicable to the U.S. government’s or any other government’s written authorization;  Buyer will comply with all applicable laws and regulations whenever Buyer transfers, exports, or reexport Goods obtained from Badger Meter, and Buyer acknowledges that the controlling laws and regulations may be amended from time to time; and
 Buyer will provide Badger Meter with information regarding end-user, end-use, and country of ultimate destination if purchasing Badger Meter Goods for anything other than stock inventory.

15. Customer Validation. Badger Meter reserves the right to determine OEM qualifications of any and all buyers to request end customer invoicing in situations where project pricing may have been granted by the factory.

Badger Meter reserves the right to determine market definition of any and all buyers and to employ third-party sources, including SIC codes, and/or information about the application or products purchased to determine market definition.

16. Nuclear Disclaimer. The Goods are not intended for use in connection with any nuclear facility or activity unless covered by a specific quotation where the conditions of such usage will be detailed. If the Goods are used in a nuclear facility or activity without a supporting quotation, Badger Meter disclaims all liability for any damage, injury or contamination and Buyer shall indemnify and hold Badger Meter, its shareholders, directors, officers, agents, employees, successors, assigns and customers, whether direct or indirect, harmless from and against any and all Losses (as defined in Section 17) which they, or any of them, may sustain or incur, whether as a result of breach of contract, warranty, tort (including negligence), strict liability or other theories of law, by reason of such use. The foregoing shall not be deemed to imply or impose liability on Badger Meter where the Goods are used in a nuclear facility or activity with a supporting quotation; all limitations and exclusions in this Agreement and in Badger Meter's Limited Warranty shall apply.

17. Limitation of Liability.

Cap on Liability. Badger Meter’s aggregate liability in any and all claims and causes of action arising under, out of or in relation to this Agreement, its negotiation, performance, breach or termination (collectively “Causes of Action”) shall not exceed the total amount paid by Buyer to Badger Meter under this Agreement, whether the Causes of Action are in tort including, without limitation, negligence or strict liability, in contract, under statute or otherwise.

Limitation and Exclusion of Damages. AS A SEPARATE AND INDEPENDENT LIMITATION ON LIABILITY, BADGER METER’S LIABILITY SHALL BE LIMITED TO DIRECT DAMAGES.

BADGER METER SHALL NOT BE LIABLE FOR: (I) ANY CONSEQUENTIAL, INDIRECT,

INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, DIRECT OR INDIRECT LOST

PROFITS OR REVENUES OR DIMINUTION IN VALUE, SHUTDOWN OR SLOWDOWN COSTS, OR

LOSSES RELATING TO COLLATERAL CONTRACTS, ARISING OUT OF OR RELATING TO ANY

BREACH OF THIS AGREEMENT, WHETHER OR NOT THE POSSIBILITY OF SUCH DAMAGES

HAS BEEN DISCLOSED IN ADVANCE BY BUYER OR COULD HAVE BEEN REASONABLY DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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FORESEEN, REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR

OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE; (II) ANY IN/OUT COSTS; (III) ANY MANUAL METER READING COSTS AND EXPENSES NOR (IV) ANY COSTS AND

EXPENSES TO REMOVE PRODUCT FOR WARRANTY ANALYSIS, OR RE-INSTALLATION COSTS AND EXPENSES; “IN/OUT COSTS” MEANS ANY COSTS OR EXPENSES INCURRED BY BUYER IN TRANSPORTING GOOD BETWEEN ITS WAREHOUSE AND ITS END USER’S PREMISES. “END USER” MEANS ANY END USER OF THE WATER OR GAS THAT PAYS BUYER FOR THE CONSUMPTION OF WATER OR GAS, AS APPLICABLE.

Limitations Unconditional. The limitations on liability set forth in this Agreement are fundamental inducements to Badger Meter entering into this Agreement. They apply unconditionally and in all respects. They are to be interpreted broadly so as to give Badger Meter the maximum protection permitted under law.

Limit on Actions. To the maximum extent permitted by law, no Cause of Action may be instituted by Buyer against Badger Meter more than twelve (12) months after the Cause of Action first arose. In the calculation of any damages in any Cause of Action, no damages incurred more than twelve (12) months prior to the filing of the Cause of Action shall be recoverable.

18. Indemnification. Buyer releases and agrees to defend, indemnify and hold harmless Badger Meter its shareholders, directors, officers, employees, agents, affiliates, successors, assigns and customers from and against all claims, liabilities, actions, causes of action, fines, penalties, judgments, demands, damages, losses, costs and expenses, including without limitation attorneys' fees and costs, and including damages arising from personal injury or death, in law or in equity, of every kind and nature whatsoever (collectively, “Losses”), arising out of (a) Buyer’s or its End User's use of the Goods, (b) breach of this Agreement by Buyer, (c) Buyer's or its End User's products, materials, performance, designs, approvals or instructions, (d) infringement of third party proprietary rights, except to the extent such Losses arise out of a breach of this Agreement by Badger Meter, (e) any violation of Buyer of any law, rule or regulation, (f) any negligence or willful misconduct of Buyer, or (g) any modifications or changes made to the Goods by or on behalf of any person other than Seller or its Representatives, if the infringement would have been avoided without such modification or change. Prior to settling any claims, Buyer will give Badger Meter an opportunity to participate in the defense and/or settlement of such claim. Buyer shall not settle any claim without Badger Meter's written consent. In the event of any recall affecting Goods, Badger Meter shall have the right to control the recall process and Buyer shall fully cooperate with Badger Meter in connection with the recall.

19. Confidentiality.

Generally. Buyer acknowledges that all Badger Meter Confidential Information (as defined below) which may be disclosed to it by Badger Meter or its affiliates or suppliers shall at all times, during and after expiration or termination of this Agreement for any reason, remain Badger Meter's exclusive property, and Buyer shall not acquire any proprietary interest whatsoever therein. Buyer shall (and shall cause its employees and contractors to) keep all Badger Meter Confidential Information strictly confidential and shall not disclose it to any third party or use it, except to the extent reasonably required to perform this Agreement or as required under applicable law, court order or regulation. As used herein “Badger Meter Confidential Information” means any and all non-public information of Badger Meter, including without limitation the terms of this Agreement, and all non-public data, specifications, equipment and product information, prototypes, drawings, technical information, engineering drawings, forecasts, sales data, “know-how”, designs, computer programs, processes, inventions, current and future (unreleased) products and technology, and confidential business information such as cost data, profit margins, sales strategies, supplier information, procurement requirements, employee information, customer preference or needs, customer data and employee capabilities which are not available to the public, unpublished DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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U.S. and foreign patent applications, invention disclosure forms, all technical information about products or services, pricing information, marketing and marketing plans, Goods performance, Goods architecture and design, other business and financial information, software, third party information Badger Meter is required to keep confidential, any materials derived from or based upon Badger Meter Confidential Information, and all trade secrets. Badger Meter Confidential Information may be transmitted orally, in writing, electronically or otherwise observed by Buyer. Notwithstanding the foregoing, “Badger Meter Confidential Information” shall not include:
(i) any information that is in the public domain other than due to Buyer’s breach of this Agreement; or (ii) any information Buyer can demonstrate by documentary evidence was in the possession of the Buyer without restriction prior to disclosure by Badger Meter. Upon expiration or termination of this Agreement for any reason, and otherwise upon Badger Meter’s request, Buyer shall, within fifteen (15) days surrender to Badger Meter all plans, drawings, specifications, sketches, literature, samples, documents and other tangible objects and copies thereof relating to Badger Meter Confidential Information and all of Badger Meter's or its affiliates' or suppliers' property. Nothing in this Agreement shall be construed to limit or negate the common or statutory law of torts or trade secrets where it provides Badger Meter, its affiliates or suppliers with broader protection than that provided herein.

Engineering Data. All engineering data, design information and engineering and shop drawings used in the completion of Buyer's order are and shall remain Badger Meter's property. Buyer shall not copy, distribute or communicate to any third party such data without Badger Meter's prior written permission. However, Buyer shall distribute appropriate product data regarding operation, safety and maintenance to the end user.

Personal Information Safeguards. This Section will apply unless superseded by a prior agreement.

Under this Agreement, Badger Meter will not receive, or have access to, use or store Personal Information (as defined below), unless otherwise notified by Buyer with written notice that such information is pertinent to the transaction. If however, Badger Meter receives, or has access to, uses or stores Personal Information under this Agreement, then this will apply (in addition to Section 18 [Confidentiality]). “Data Protection Law” means: (a) the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 (as updated); (b) any other applicable data privacy legislation or regulation; and (c) Badger Meter’s privacy policy.
“Personal Information” means any information relating to an identified natural person or a directly or indirectly identifiable natural person.

To the extent Badger Meter receives, or has access to, uses or stores Personal Information under this Agreement, Badger Meter will:
immediately notify Buyer;
implement and maintain administrative, physical, and technical safeguards (“Safeguards”) that meet or exceed relevant industry standards and that protect the security and privacy of Personal Information. Badger Meter will not permit access to Personal Information except to those who need to know it in order to perform under this Agreement, and will ensure that any third party accessing Personal Information protect it with Safeguards at least as strong as Badger Meter’s Safeguards; upon Buyer’s instruction and in accordance with Badger Meter’s electric record retention policy, delete such Personal Information immediately or return it to Buyer in a secure manner and delete all remaining copies of Personal Information after such return and provide documentation of the deletion to Buyer; DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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not use the Personal Information for any other purpose than compliance with its’ obligations under this Agreement; and if Badger Meter has reason to believe that Personal Information is reasonably likely to have been accessed for an unauthorized purpose or by unauthorized persons (a “Breach”): (a) promptly notify Buyer (b) reasonably assist Buyer in investigating and remedying any Incident and any related inquiry or claim; and (c) provide Buyer with reasonable assurance that Badger Meter has corrected all circumstances under Badger Meter’s control that led to the Incident.

20. Returns. No Goods may be returned for credit or repair without a Returned Material Authorization (RMA) issued by Badger Meter. Badger Meter reserves the right to reject return if Buyer does not get prior authorization and RMA. Authorized return shipments must be returned in original packaging and in good condition to Badger Meter’s designated receiving point, must be accompanied by a packing slip, including Badger Meter’s RMA number, and must have transportation charges prepaid. NO RETURNS ACCEPTED WITHOUT PRIOR

BADGER METER AUTHORIZATION EVIDENCED BY A VISIBLE RMA NUMBER ON THE OUTSIDE OF THE PACKAGE. If returned Goods are severely damaged in shipping, based on poor packing, they may not be eligible for credit. Correspondence concerning all returned Goods must be addressed to the appropriate Badger Meter office and party. Badger Meter reserves the right to deduct an adequate service charge to cover all inspection, testing and handling from any credit, plus freight, insurance, packing, import and export costs. Unused or uninstalled product returns received prior to 90 days after invoice date are eligible to be credited back to the customer with Badger Meter approval. Only current versions of other products are eligible to be credited back to the customer. Badger Meter reserves the right to charge a restocking fee.

21. Assignment. This Agreement may not be assigned by either party without the written consent of the other (which consent shall not be unreasonably withheld). However, consent will not be required for internal transfers and assignments of Badger Meter, its subsidiaries or affiliates as part of a consolidation, merger or any other form of corporate reorganization.

22. Governing Law and Dispute Resolution. This Agreement shall be deemed as made and accepted in California, USA. This Agreement and all disputes hereunder shall be governed by, resolved and construed under the internal laws of the State of Wisconsin without regard to rules relating to conflict of laws. Neither this Agreement nor sales hereunder shall be governed by the provisions of the United Nations Convention on Contracts for the International Sale of Goods. Upon expiration or termination of this Agreement for any reason, Badger Meter shall have all of the rights and remedies provided by law, including, without limitation, the rights of a secured party under Chapter 409, Wisconsin Statutes or any successor statute or similar statute in the jurisdiction where Buyer is located or stores the Goods.

VENUE FOR ANY SUIT OR ACTION RELATING TO OR ARISING OUT OF ANY GOODS PURCHASED

FROM OR SERVICES PERFORMED BY BADGER METER SHALL LIE EXCLUSIVELY IN THE STATE

OR FEDERAL COURTS LOCATED INSTANISLAUS COUNTY, MODESTO, USA, AND BUYER

CONSENTS TO THE JURISDICTION OF SUCH COURTS AND AGREES TO APPEAR IN ANY SUCH ACTION UPON WRITTEN NOTICE THEREOF.

23. Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.

24. Non-Waiver. Failure or delay of Badger Meter to exercise a right or power under this Agreement shall not operate as a waiver thereof, nor shall any single or partial exercise of a right or power preclude any other future exercise thereof.

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25. Government Contracts. If the provision of Goods by Badger Meter under accepted orders is subject to mandatory provisions of U.S. law concerning contracts or subcontracts with or for the benefit of the U.S. or any state or other national government, Buyer shall so notify Badger Meter in advance of order acceptance specifying the mandatory provisions of U.S, state or other national government law which apply.

26. Cumulative Remedies. Badger Meter’s rights and remedies under the Agreement are cumulative and in addition to all other rights and remedies available to Badger Meter at law or in equity.

27. Relationship of Parties. Buyer and Badger Meter are independent contractors, and nothing herein shall be construed to create a partnership, joint venture, agency or employment relationship. Neither party has nor will have any power to bind the other, or to assume or create any obligation or responsibility, express or implied, on behalf of the other party.
(Ver. INC-SN-02374-EN-04 11 08/2020)
DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E #4..
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BY: ________________________________________ BY: ________________________________________ VENDOR –

NAME/TITLE -DATE
CITY OF MODESTO –

PURCHASING DIVISION -DATE
DocuSign Envelope ID: 79357427-DFC1-4FD8-B545-A2C63E98C86E Pamela Stokke-Ceci
Assistant General Counsel
5/13/2021
Purchasing Manager
5/13/2021
Cynthia Kline
#4..
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CITY OF MODESTO

COMMITEE AGENDA REPORT
DATE OF MEETING:

November 13, 2023
Date: October 25, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Brandon Gillespie, Chief of Police; Laurie Smith, Parks Recreation and Neighborhoods Director; Bill Sandhu, Public Works Director SUBJECT: City Parks and Illegal Dumping Cameras Purchase CONTACT: Brandon Gillespie, Chief of Police, [email protected], 209-572-9501 DESCRIPTION:

Consider a Purchase Order with Dotworkz Systems, San Diego, CA, for the Purchase of Assembled Video Camera Systems to be installed at strategic locations in the City, for a total amount not to exceed $426,372 and approving a Purchase Order with AT&T FirstNet for Cradlepoint Routers, for a total cost not to exceed $80,140 and forwarding to Council for approval. (Funding Source: ARPA, General Fund, SLESF and Traffic Safety Fund) STRATEGIC PLAN ELEMENT:

This item is related to the adopted City Council 2020-2025 Strategic Plan of Quality of Life Goals and Strategies under Goal A: Improve Community Safety.

BACKGROUND:

The City of Modesto continually seeks to enhance public safety and improve the quality of life for its residents. One effective strategy the city utilizes is leveraging camera technology by installing video camera systems in strategic areas of the city to reduce and deter crime, proactively detect crime, aid in quicker response times to criminal activity, capture important evidence, and increase the safety of community members.

In 2016, the Modesto Police Department (MPD) created a Real Time Crime Center (RTCC) with the primary goal of increasing the effectiveness of police department staff by providing pertinent real-time information to field personnel as they responded to calls for service from the community.

Real-time video information derived from cameras connected to the RTCC has been critical to achieving this goal. Information and recordings gathered from both public and private video cameras have been instrumental in solving a variety of crimes including homicides, assaults, shootings, vandalism, illegal dumping, drug use/sales, and theft. #5..
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Finance Committee, November 13, 2023
City Parks & Illegal Dumping Camera Systems Purchase

The effectiveness of the RTCC is only limited by the number of cameras deployed within the city.

The majority of camera systems currently installed throughout the city are located on city roadways at major intersections. There are still large areas of the city that do not have video camera coverage including most parks, open spaces, and areas frequented with illegal dumping.

Vandalism, illegal dumping, and criminal activity in these areas continue to be a source of complaints from the community and strain city staff time and resources as they regularly respond to, resolve, and repair issues in these areas.

DISCUSSION:

After thoroughly considering community complaints, calls for service, input from City staff, infrastructure readiness, and overall camera coverage, staff is seeking authorization to purchase thirty-two (32) assembled video camera systems and one prototype camera box. Twenty-four (24) of camera systems will be installed at city park locations and eight (8) will be installed in areas frequented by illegal dumping. The MPD will outfit the prototype box with existing cameras and utilize it to deploy in high crime areas. City staff is confident that having these video camera systems, and connecting them to MPD’s RTCC, will have an immediate positive effect in deterring crime, effectively responding to reports of criminal activity, and capturing pertinent evidence to be used in criminal court when crime does occur.

Location # of Camera
Systems
Marshall Park 1
Dryden Park Golf Course 1
East La Loma Park 1
Ralston Tower Park 1
Graceada Park 2
Enslen Park 1
Beyer Park & Awesome Spot Playground 2
Chrysler Park 1
Ustach Park 1
Thurman/Fairway Soccer Fields 1
Tuolumne River Regional Park (TRRP)
 TRRP A & B 5
 Mary Grogan Grove 1
 Legion Park 2
 Mancini Park 1
 Crater Avenue 1
 Bellenita Park and Soccer Fields 2
Illegal Dumping Camera Systems 8
Total Camera Systems 32
City staff is seeking authorization to purchase these camera systems as a sole source purchase form Dotworkz Inc., who specializes in building camera solutions for businesses and law enforcement agencies, for a total amount not to exceed $426,372. As the City’s camera program has evolved, staff have continued to encounter issues related to the weather in the central valley.

The extreme heat often experienced in Modesto has affected the hard drives of some systems, #5..
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Finance Committee, November 13, 2023
City Parks & Illegal Dumping Camera Systems Purchase

which not only compromises potential evidence, but also results in extended downtime for the camera systems and takes up valuable staff time to fix.

In doing research, staff identified Dotworkz as one of only a few companies who build camera boxes that contain a cooling component, a full air conditioning system, to protect the sensitive electronic components inside the system during the excessive heat during the summer. Other companies only have a fan that moves air around. Staff also found Dotworkz to be the only vendor identified who not only meets the needed requirements but also does not require an annual subscription or monitoring fee. City staff have found it more efficient and effective to manage and monitor City camera systems in-house and recommend utilizing Dotworkz for this purchase, so the city does not incur these extra unnecessary fees.

While Dotworkz will build and configure these camera systems to a nearly complete status, City staff is seeking authorization to purchase the required Cradlepoint routers for these systems from AT&T FirstNet, for a total amount not to exceed $80,140. To have a highly effective camera program, it is important to be able to manage the camera equipment the City is using on the same network. The City currently uses AT&T FirstNet as the network provider for camera program cameras and has standardized Cradlepoint routers as the management hardware.

Purchasing Cradlepoint routers directly through AT&T FirstNet allows each unit to come configured for the management software used by the City to manage each unit. If the City were to purchase the routers from Dotworkz or any other vendor, staff would be required to re-register each router into the city’s management system, which is time consuming and causes delays in installing the equipment. The City has had a long-standing contract with AT&T FirstNet who has a direct representative assigned to the city and provides a direct contact for configuring and troubleshooting issues.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $50,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-203.4(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set forth in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.”
FISCAL IMPACT:

The cost of this purchase will be distributed among several city departments. The breakdown for this purchase is as follows:

Expense Type Dotworkz AT&T FirstNet Total Amount
Illegal Dumping Cameras $105,643 $ 20,035 $125,678
Cell Towers $ 27,137 $ 5,009 $ 32,146
TRRP $158,147 $ 30,052 $188,199
City Parks $131,945 $ 25,044 $156,989
Prototype Box $ 3,500 n/a $ 3,500
Totals: $426,372 $ 80,140* $506,512
*AT&T monthly service included at $1,320.96 for an annual total of $15,851.52. #5..
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City Parks & Illegal Dumping Camera Systems Purchase

Funding Source: Amount
Parks, Recreation & Neighborhoods General Fund Operating Budget $ 5,945 Parks, Recreation & Neighborhoods TRRP Operating Budget $ 5,944 Parks, Recreation & Neighborhoods Cell Tower Revenue $ 17,000 American Rescue Plan Act (ARPA) – Parks, Recreation and Neighborhoods $110,000 American Rescue Plan Act (ARPA) – TRRP $120,000
American Rescue Plan Act (ARPA) – Public Works Blight & Illegal Dumping $141,780 Modesto Police Department State Law Enforcement Supplemental Funds $ 44,000 Modesto Police Department Traffic Safety Funds $ 61,843 Totals: $506,512
Additionally, there will be ongoing monthly data plan fees associated with the thirty-two (32) Cradlepoint routers used in the video camera systems. The first-year annual cost ($15,852) is included in the above purchase authorization request. Future years annual data costs will be budgeted as part of the City’s annual software maintenance budgeting process in the respective department’s operating budget.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion recommending a Purchase Order with Dotworkz Systems for the Purchase of Assembled Video Camera Systems to be installed at strategic locations in the City, for a total amount not to exceed $426,372 and forwarding to Council for approval.

Motion recommending a Purchase Order with AT&T FirstNet for Cradlepoint Routers, for a total cost not to exceed $80,140 and forwarding to Council for approval.

Approved by:

Brandon Gillespie, Chief of Police
Joseph P. Lopez, City Manager
Attachments:

1. Dotworkz Inc. Camera systems quote

2. Dotworkz Inc. Bid Waiver

3. Sole Source Dotworkz Inc.

4. AT&T FirstNet Cradlepoint Quote

5. AT&T FirstNet Bid Waiver
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FirstNet ACDA Valuepoint Rate Plan Proposal
Proposal Date: October 23, 2023Equipment Purchase Pricing based on Fully qualified upgrade eligiblity of subscribers. 7.10% SKU Qty Retail Discount Device Net Cost Estimated Tax Estimated Cost per Device Total Estimated Cost MA05-0920-C7A-NA 32 $1,875 ($187.50) $ 1,687.50 $166.50 $ 1,854.00 $ 59,328.00 PTA2BC2L06B 32 $114.45 ($22.33) $ 92.12 $10.16 $102.28 $3,272.96 PTA0637 32 $59.00 ($11.51) $47.49 $5.23 $52.72 $1,687.04 $ 64,288.00
Service Fees Monthly
Device Type Qty Retail Discount Net Cost per Device Est Tax, Fees & Surcharges Est Total Per Device Total Estimated Cost 32 $40 ($3.00) $ 37.00 $4.28 $ 41.28 $ 1,320.96
$ 1,320.96
Thank you,
Ebeth Rodriguez
Client Solutions Executive, MobilityPublic Sectior, FirstNet, Local Government & Education Cell: 707.474.2601
Camera Project
NOTES
Description
5-yr NetCloud Mobile Essentials Plan and R920 router with WiFi (300Mbps
modem), no AC power supply or antennas, North America
Doug Ridenour
TBDTBD City of Modesto- Camera Project Requested By:

BAN:

FAN:

Pole/wall bracket - (Chihuahua, Border Collie)
Description
Gov Data Unlimited Plan
Upgrade eligibility for full subsidy on 2-Yr price available every 21 months.

PTA2BC 2 CELL/5G 6 FT Black
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