Agenda packet — Modesto City Council, March 5, 2024 (part 5 of 5)

DISCUSSION:

On September 12, 2023, the City Manager authorized the Purchasing Manager to solicit the procurement for online public auction services. On December 8, 2020, Sourcewell issued Request for Proposals RFP #012821 for Auction Services with Related Solutions on the Sourcewell Procurement Portal, New York State Contract Reporter website, DJC Oregon, Public Purchase, Salt Lake Tribune, and The State Media Company of South Carolina. On January 28, 2021, proposals were submitted electronically through the Sourcewell Procurement portal. Thirteen (13) proposals were received and based on the conformance with RFP requirements, financial viability, marketplace success, ability to sell and deliver services, marketing plan, warranty and overall pricing and criteria outline in the RFP, three (3) contracts were awarded for this commodity which includes the Public Surplus. Based on the best responsible and responsible proposer, City staff recommends to award to Public Surplus, Provo, Utah for online public auction services for a two-year agreement with three (3) one-year extension option, for a total estimated annual cost of $30,000, and $150,000 over five years.

Sourcewell is a cooperative agency which streamlines the procurement process by developing RFBs or RFP’s for national competitive solicitations that meet or exceed local requirements.

The competitive process is continually refined to best meet agency needs and allows Sourcewell to offer exceptional products from nationally acclaimed vendors.

The Public Surplus solution provides an auction system created with unique capabilities exclusively for public agencies. Agencies can use the Public Surplus system to organize, automate, and manage their entire surplus inventory operations which allows for significant returns from the sale of excess property while minimizing associated costs.

System capabilities include the following:
o Helping agencies comply with state and local regulations and policies by automatically maintaining audit records.
o Ability to attract larger number of buyers from an agency’s own community, as well as specialty buyers from across the United States. o Allow for out of state sales due to new regulations regarding the sale of diesel-fueled vehicles.

Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.” In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served.

By utilizing the Sourcewell, the City is complying with the requirements defined under this code for this service.

FISCAL IMPACT:

Revenue from the sales is distributed into the City’s Fleet Replacement funds or other funds based on the funding source the original surplus item was purchased from. Such revenue and associated fees will vary each fiscal year, depending on items listed and sold which the City #9..
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City Council, March 5, 2024
Online Public Surplus Auction Agreement

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anticipates an increase of receiving new vehicle and equipment purchases. Below is a summary of the overall sales and fees processed for the last five fiscal years.

Agreement Period Sales Received Fee Amount
Year 1 $ 243,274 $ 14,676
Year 2 $ 188,513 $ 17,909
Year 3 $ 277,738 $ 26,385
Year 4 $ 307,627 $ 29,225
Year 5 (through October 30, 2023) $ 113,760 $ 10,807
TOTAL $ 1,130,912 $ 99,002
The listing fee is billed to the winning bidder as part of the cost of the winning bid amount. The pricing defined on the Sourcewell cooperative agreement is listed as a 7% fee, but Public Surplus has agreed to grandfather our current fee rate of 6.5%. In addition, there is a 3% fee for payment collection to address the cost for Public Surplus to process the transaction and credit card fees. The overall fee applied to the winning bidder’s amount would be a total of

9.5%.

COMMITTEE RECOMMENDATION:

This item was presented at the January 29, 2024, Finance Committee and approved to move forward to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Agreement for Online Public Auction Services to The Public Group doing business as (dba) Public Surplus, Provo, Utah, by utilizing the Competitive Bidding Process from Sourcewell for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount of $30,000 and a total amount not to exceed $150,000 over five years; and authorizing the City Manager or his designee to execute the Agreement.

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

1. Resolution

2. Agreement

3. Exhibit C

4. Scoring Abstract

5. Financial Interest Disclosure
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1 MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING AN AGREEMENT FOR ONLINE PUBLIC

AUCTION SERVICES TO THE PUBLIC GROUP DOING BUSINESS AS (DBA)

PUBLIC SURPLUS, PROVO, UTAH, BY UTILIZING THE COMPETITIVE

BIDDING PROCESS FROM SOURCEWELL FOR A TWO-YEAR AGREEMENT WITH THREE (3) ONE-YEAR EXTENSION OPTIONS, FOR AN ANNUAL ESTIMATED AMOUNT OF $30,000 AND A TOTAL AMOUNT NOT TO
EXCEED $150,000 OVER FIVE YEARS; AND AUTHORIZING THE CITY

MANAGER OR HIS DESIGNEE TO EXECUTE THE AGREEMENT
WHEREAS, the Finance Department utilizes an auctioning service to address the City’s surplus of tangible assets, which typically consist of: (1) property and scrap accumulated by the City; and (2) surplus City vehicles and equipment which have reached their useful life. Items not sold online are discarded through an agreement with an e-waste vendor, local junk vendor or donated to a non-profit partner based whether the surplus items can still be reused; and
WHEREAS, on September 12, 2023, the City Manager authorized the Purchasing Manager to solicit the procurement for online public auction services; and WHEREAS, on December 8, 2020, Sourcewell issued Request for Proposals RFP #012821 for Auction Services with Related Solutions on the Sourcewell Procurement Portal, New York State Contract Reporter website, DJC Oregon, Public Purchase, Salt Lake Tribune, and The State Media Company of South Carolina; and WHEREAS, thirteen (13) proposals were received and based on the conformance with RFP requirements, financial viability, marketplace success, ability to sell and deliver services, marketing plan, warranty and overall pricing and criteria outline in the RFP, three (3) contracts were awarded for this commodity which includes the Public Surplus; and
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2 WHEREAS, based on the best responsible and responsible proposer, City staff recommends to award to Public Surplus, Provo, Utah for online public auction services for a two-year agreement with three (3) one-year extension option, for a total estimated annual cost of $30,000, and $150,000 over five years; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $100,000 for material, equipment, or contractual services to be formally bid; However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality”; and
WHEREAS, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California or other units of government in cooperative purchasing plans when the best cost savings interest of the City would be served; and WHEREAS, by utilizing the Sourcewell, the City is complying with the requirements defined under this code for this service.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Agreement for Online Public Auction Services to The Public Group doing business as (dba) Public Surplus, Provo, Utah, by utilizing the Competitive Bidding Process from Sourcewell for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount of $30,000 and a total amount not to exceed $150,000 over five years.
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3 BE IT FURTHER RESOLVED, that the Purchasing Manager, or her designee, is hereby authorized to issue the Purchase Order.

The foregoing resolution was introduced in a regular meeting of the Council of the City of Modesto held on the 5th day of March 2024, by Councilmember ________, who moved its adoption, which motion being duly seconded by Councilmember ______, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________
DIANE NAYARES-PEREZ, CMC, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: _______________________________________
JOSE M. SANCHEZ, City Attorney
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1 ANNUAL AGREEMENT NO. 261916

PUBLIC SURPLUS

FOR ONLINE AUCTION SERVICES
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ______ day of ______________ , 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Public Group, aka “Public Surplus”, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-_____ authorizing the Award of Proposal and agreement for the furnishing of Online Auction Services to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CONTRACTOR provided a responsive and responsible submittal to Sourcewell, a State of Minnesota local government agency per RFP 012821, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the Online Auction SERVICES as described in RFP 012821, attached hereto as Exhibit “C” and made a part hereof (hereinafter called RFP).

NOW, THEREFORE, the parties hereto mutually agree as follows:
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2 1. THE WORK:
a) CONTRACTOR shall furnish Online Auction Services, in strict accordance with the conditions of the complete AGREEMENT.
b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services for the compensation specified in Exhibit A, for an estimated annual amount $30,000 and a total amount not to exceed $150,000 over the full term of the AGREEMENT. CONTRACTOR shall charge an auction fee of 9.5%, which shall be paid by the buyer at no cost to the CITY. This auction fee shall control over any conflicting auction fees listed in Exhibit A.

3. CITY REPRESENTATIVE:

CITY Representative is: Maria Garnica, Accounting Manager Phone: (209) 577-5249 Purchasing: Carol Wattle, Senior Buyer Phone: (209) 577-5406 The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

4. CONTRACTOR REPRESENTATIVE:

Zackary Corbett, Product Manager Phone: 801-932-7000 xt 153, [email protected]

5. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of two years, with three one-year extension options at the sole discretion of CITY, for a total of up to five years. #9..
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3 Year 1: May 1, 2024 through April 30, 2025
Year 2: May 1, 2025 through April 30, 2026
Year 3: May 1, 2026 through April 30, 2027
Year 4: May 1, 2027 through April 30, 2028
Year 5: May 1, 2028 through April 30, 2029
Pricing as set forth in Section 1.e. above shall remain firm for the entire length of the AGREEMENT.

6. LIABILITY INSURANCE:

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

If at any time any of said policies shall be unsatisfactory to the CITY, as to form or substance or if a company issuing such policy shall be unsatisfactory to the CITY, the CONTRACTOR shall promptly obtain a new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as #9..
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4 hereinabove provided. Upon failure of the CONTRACTOR to furnish, deliver or maintain such insurance and certificates as above provided, this AGREEMENT, at the election of the CITY, may be forthwith declared suspended, or terminated. Failure of the CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR concerning indemnification.

The CITY, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation.

The Workers' Compensation insurer shall agree to waive all rights of subrogation against the CITY, its agents, officers, employees, and volunteers for losses arising from work performed by CONTRACTOR for the CITY.

The CONTRACTOR’s insurance policy(ices) shall include a provision that the coverage is primary as respects the CITY; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the CITY’s Risk Manager.

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

7. PAYMENT:

The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax. #9..
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5 Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT number - 261916
 CITY department/division name and address
 Billing period
 Service hours worked day and week
 Unit price, extended price, sales tax and total

9. VENUE & GOVERNING LAW:

Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws provisions or principles.
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6 10. ATTORNEYS’ FEES: If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

11. COMMENCEMENT AND COMPLETION OF THE WORK:

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

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2024-_______;
b. RFP No 012821;

12. TERMINATION OF SERVICES:

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

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

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such #9..
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7 termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to #9..
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8 CONTRACTOR as of the termination date.

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

13. COMPLIANCE WITH ALL LAWS:

14. FAILURE TO PERFORM SATISFACTORY WORK: It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.
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9 Those discrepancies and deficiencies in the SERVICES that remains uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence.

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

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

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

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

18. NOTICES:

Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar #9..
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10 week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

CONTRACTOR: The Public Group, LLC
PO Box 50676
Provo, UT 84606
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

19. SIGNATORY(IES) FOR CONTRACTOR:

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

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

22. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES: If mutually agreeable to all parties, the issuance of any resultant contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply.

23. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal #9..
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11 employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

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

25. RECORDS: All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY. CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse or otherwise dispose of the documents without CONTRACTOR’s permission. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the City and are not necessarily suitable for any future or other use.

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

28. DRUG FREE WORKPLACE: CONTRACTOR certifies that it is following and in compliance with Sections 8350 - 8355 of Chapter 5.5 of the Government Code, Drug Free Workplace Act whereby each person or organization awarded a contract/purchase order or grant for the procurement of any property or service from #9..
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13 any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.

29. ASSIGNMENT:

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

30. WAIVER:

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

31. HEADINGS NOT CONTROLLING:

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

32. MISCELLANEOUS:

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

33. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the RFP, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the RFP and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties. #9..
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14 34. PARTIAL INVALIDITY:

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2024-_______, adopted by the Council of the City of Modesto on the _______ day of _____________________, 2024 and Public Group aka “Public Surplus” has caused this Agreement to be duly executed.
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Rev. 2/2020 Sourcewell RFP #012821
Auction Services with Related Solutions

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RFP #012821

REQUEST FOR PROPOSALS
for
Auction Services with Related Solutions
Proposal Due Date: January 28, 2021, 4:30 p.m., Central Time Sourcewell, a State of Minnesota local government agency and service cooperative, is requesting proposals for Auction Services with Related Solutions to result in a contracting solution for use by its Participating Entities. Sourcewell Participating Entities include thousands of governmental, higher education, K-12 education, nonprofit, tribal government, and other public agencies located in the United States and Canada. A full copy of the Request for Proposals can be found on the Sourcewell Procurement Portal [https://proportal.sourcewell-mn.gov]. Only proposals submitted through the Sourcewell Procurement Portal will be considered. Proposals are due no later than January 28, 2021, at 4:30 p.m. Central Time, and late proposals will not be considered.

Solicitation Schedule
Public Notice of RFP Published: December 8, 2020
Pre-proposal Conference: January 6, 2021, 10:00 a.m., Central Time Question Submission Deadline: January 21, 2021, 4:30 p.m., Central Time Proposal Due Date: January 28, 2021, 4:30 p.m., Central Time Late responses will not be considered.

Opening: January 28, 2021, 6:30 p.m., Central Time **
** SEE RFP SUB-SECTION V. G. “OPENING”
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Rev. 2/2020 Sourcewell RFP #012821
Auction Services with Related Solutions

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I. ABOUT SOURCEWELL PARTICIPATING ENTITIES
A. SOURCEWELL

Sourcewell is a State of Minnesota local government agency and service cooperative created under the laws of the State of Minnesota (Minnesota Statutes Section 123A.21) that facilitates a competitive public solicitation and contract award process for the benefit of its 50,000+ participating entities across the United States and Canada. Sourcewell’s solicitation process complies with State of Minnesota law and policies, conforms to Canadian trade agreements, and results in cooperative contracting solutions from which Sourcewell’s Participating Entities procure equipment, products, and services.

Cooperative contracting provides participating entities and vendors increased administrative efficiencies and the power of combined purchasing volume that result in overall cost savings. At times, Sourcewell also partners with other purchasing cooperatives to combine the purchasing volume of their membership into a single solicitation and contract expanding the reach of contracted vendors’ potential pool of end users.

Sourcewell uses a website-based platform, the Sourcewell Procurement Portal, through which all proposals to this RFP must be submitted.

B. USE OF RESULTING CONTRACTS
In the United States, Sourcewell’s contracts are available for use by:
 Federal and state government entities;
 Cities, towns, and counties/parishes;
 Education service cooperatives;
 K-12 and higher education entities;
 Tribal government entities;
 Some nonprofit entities; and
 Other public entities.

In Canada, Sourcewell’s contracts are available for use by:
 Provincial and territorial government departments, ministries, agencies, boards, councils, committees, commissions, and similar agencies;  Regional, local, district, and other forms of municipal government, municipal organizations, school boards, and publicly-funded academic, health, and social service entities referred to as MASH sector (this should be construed to include but not be limited to the Cities of Calgary, Edmonton, Toronto, Calgary, Ottawa, and Winnipeg), as well as any corporation or entity owned or controlled by one or more of the preceding entities;
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Rev. 2/2020 Sourcewell RFP #012821
Auction Services with Related Solutions

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 Crown corporations, government enterprises, and other entities that are owned or controlled by these entities through ownership interest;  Members of the Rural Municipalities of Alberta (RMA) and their represented Associations, Saskatchewan Association of Rural Municipalities (SARM), Saskatchewan Urban Municipalities Association (SUMA), Association of Manitoba Municipalities (AMM), Local Authority Services (LAS), Municipalities Newfoundland and Labrador (MNL), Nova Scotia Federation of Municipalities (NSFM), and Federation of Prince Edward Island Municipalities (FPEIM).

For a listing of current United States and Canadian Participating Entities visit Sourcewell’s website (note: there is a tab for each country’s listing): https://www.sourcewell-mn.gov/sourcewell-for-vendors/agency-locator.

Access to contracted equipment, products, or services by Participating Entities is typically through a purchase order issued directly to the applicable vendor. A Participating Entity may request additional terms or conditions related to a purchase. Use of Sourcewell contracts is voluntary and Participating Entities retain the right to obtain similar equipment, products, or services from other sources.

To meet Participating Entities’ needs, public notice of this RFP has been broadly published, including notification in the United States to each state-level procurement department for possible re-posting.

Proof of publication will be available at the conclusion of the solicitation process.

II. EQUIPMENT, PRODUCTS, AND SERVICES
A. SOLUTIONS-BASED SOLICITATION
This RFP and contract award process is a solutions-based solicitation; meaning that Sourcewell is seeking equipment, products, or services that meet the general requirements of the scope of this RFP and that are commonly desired or are required by law or industry standards.

B. REQUESTED EQUIPMENT, PRODUCTS, OR SERVICES
It is expected that Proposers will offer a wide array of equipment, products, or services at lower prices and with better value than what they would ordinarily offer to a single government entity, a school district, or a regional cooperative.

1. Sourcewell is seeking proposals for Auction Services with Related Solutions including, but not limited to:
a. Solutions for the sale and disposal of excess equipment by auction, including:
i. Live on-site auctions;
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ii. On-line auction services; and,
iii. Live Streaming auction services.

b. Services related to the solutions described in subsection 1. a. above, including market value assessment, marketing, promotion, support and training, web portal and hosting, equipment transportation and preparation, financing and payment alternatives, and auction-related storage. Proposers may include such related services to the extent that the services are complementary to the auction solutions being proposed.

Proposers may include related equipment, accessories, and services to the extent that these solutions are complementary to the equipment, products, or service(s) being proposed.

Generally, the solutions for Participating Entities are turn-key solutions, providing a combination of equipment, products and services, delivery, and installation to a properly operating status. However, equipment or products only solutions may be appropriate for situations where Participating Entities possess the ability, either in-house or through local third-party contractors, to properly install and bring to operation the equipment or products being proposed.

Sourcewell prefers vendors that provide a sole source of responsibility for the products and services provided under a resulting contract. If Proposer requires the use of dealers, resellers, or subcontractors to provide the products or services, the Proposal should address how the products or services will be provided to Participating Entities and describe the network of dealers, resellers, and/or subcontractors that will be available to serve Participating Entities under a resulting contract.

Sourcewell desires the broadest possible selection of equipment, products, and services being proposed over the largest possible geographic area and to the largest possible cross-section of Sourcewell current and future Participating Entities.

C. REQUIREMENTS
It is expected that Proposers have knowledge of all applicable industry standards, laws, and regulations and possess an ability to market and distribute the equipment, products, or services to Participating Entities.

1. Safety Requirements. All items proposed must comply with current applicable safety or regulatory standards or codes.

2. Deviation from Industry Standard. Deviations from industry standards must be identified with an explanation of how the equipment, products, and services will provide equivalent function, coverage, performance, and/or related services.

3. New Equipment and Products. Proposed equipment and products must be for new, current model; however, Proposer may offer certain close-out equipment or products if it is specifically noted in the Pricing proposal.
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4. Delivered and operational. Unless clearly noted in the Proposal, equipment and products must be delivered to the Participating Entity as operational.

5. Warranty. All equipment, products, supplies, and services must be covered by a warranty that is the industry standard or better.

D. ANTICIPATED CONTRACT TERM
Sourcewell anticipates that the term of any resulting contract(s) will be four (4) years. Up to two one-year extensions may be offered based on the best interests of Sourcewell and its Participating Entities.

E. ESTIMATED CONTRACT VALUE AND USAGE
Based on past volume of similar contracts, the estimated annual value of all transactions from contracts resulting from this RFP are anticipated to be USD $40 Million; therefore, proposers are expected to propose volume pricing. Sourcewell anticipates considerable activity under the contract(s) awarded from this RFP; however, sales and sales volume from any resulting contract are not guaranteed.

F. MARKETING PLAN
Proposer’s sales force will be the primary source of communication with Participating Entities.

The Proposer’s Marketing Plan should demonstrate Proposer’s ability to deploy a sales force or dealer network to Participating Entities, as well as Proposer’s sales and service capabilities. It is expected that Proposer will promote and market any contract award.

G. ADDITIONAL CONSIDERATIONS

1. Contracts will be awarded to Proposers able to best meet the need of Participating Entities. Proposers should submit their complete line of equipment, products, or services that are applicable to the scope of this RFP.

2. Proposers should include all relevant information in its proposal, since Sourcewell cannot consider information that is not included in the Proposal. Sourcewell reserves the right to verify Proposer’s information and may request clarification from a Proposer, including samples of the proposed equipment or products.

3. Depending upon the responses received in a given category, Sourcewell may need to organize responses into subcategories in order to provide the broadest coverage of the requested equipment, products, or services to Participating Entities. Awards may be based on a subcategory.

4. A Proposer’s documented negative past performance with Sourcewell or its Participating Entities occurring under a previously awarded Sourcewell contract may be considered in the evaluation of a proposal.

III. PRICING
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A. REQUIREMENTS
All proposed pricing must be:

1. Either Line-Item Pricing or Percentage Discount from Catalog Pricing, or a combination of these:
a. Line-item Pricing is pricing based on each individual product or services. Each line must indicate the Vendor’s published “List Price,” as well as the “Contract Price.” b. Percentage Discount from Catalog or Category is based on a percentage discount from a catalog or list price, defined as a published Manufacturer’s Suggested Retail Price (MSRP) for the products or services. Individualized percentage discounts can be applied to any number of defined product groupings. Proposers will be responsible for providing and maintaining current published MSRP with Sourcewell, and this pricing must be included in its proposal and provided throughout the term of any Contract resulting from this RFP.

2. The Proposer’s ceiling price (Ceiling price means that the proposed pricing will be considered as the highest price for which equipment, products, or services may be billed to a Participating Entity). However, it is permissible for vendors to sell at a price that is lower than the contracted price;

3. Stated in U.S. and Canadian dollars (as applicable); and

4. Clearly understood, complete, and fully describe the total cost of acquisition (e.g., the cost of the proposed equipment, products, and services delivered and operational for its intended purpose in the Participating Entity’s location).

Proposers should clearly identify any costs that are NOT included in the proposed product or service pricing. This may include items such as installation, set up, mandatory training, or initial inspection. Include identification of any parties that impose such costs and their relationship to the Proposer. Additionally, Proposers should clearly describe any unique distribution and/or delivery methods or options offered in the Proposal.

B. ADMINISTRATIVE FEES
Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts. The administrative fee is normally calculated as a percentage of the total sales to Participating Entities for all contracted equipment, products, or services made during a calendar quarter, and is typically one percent (1%) to two percent (2%). In some categories, a flat fee may be an acceptable alternative.

IV. CONTRACT
Proposers awarded a contract will be required to execute a contract with Sourcewell (see attached template). Only those modifications the Proposer indicates in its proposal will be available for discussion. Much of the language in the Contract reflects Minnesota legal #9..
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requirements and cannot be altered. Numerous and/or onerous exceptions that contradict Minnesota law may result in the Proposal being disqualified from further review and evaluation.

To request a modification to the Contract terms, conditions, or specifications, a Proposer must complete and submit the Exceptions to Terms, Conditions, or Specifications table, with all requested modifications, through the Sourcewell Procurement Portal at the time of submitting the Proposer’s Proposal. Exceptions must:

1. Clearly identify the affected article and section, and

2. Clearly note what language is requested to be modified.

Unclear requests will be automatically denied.

Only those exceptions that have been accepted by Sourcewell will be included in the contract document provided to the awarded vendor for signature.

If a Proposer receives a contract award resulting from this solicitation it will have up to 30 days to sign and return the contract. After that time, at Sourcewell’s sole discretion, the contract award may be revoked.

V. RFP PROCESS
A. PRE-PROPOSAL CONFERENCE
Sourcewell will hold an optional, non-mandatory pre-proposal conference via webcast on the date and time noted on page one of this RFP and on the Sourcewell Procurement Portal. The purpose of this conference is to allow potential Proposers to ask questions regarding this RFP and Sourcewell’s competitive contracting process. Information about the webcast will be sent to all entities that have registered for this solicitation opportunity through their Sourcewell Procurement Portal Vendor Account. Pre-proposal conference attendance is optional.

B. QUESTIONS REGARDING THIS RFP AND ORAL COMMUNICATION
Questions regarding this RFP must be submitted through the Sourcewell Procurement Portal.

The deadline for submission of questions is found in the Solicitation Schedule and on the Sourcewell Procurement Portal. Answers to questions will be issued through an addendum to this RFP. Repetitive questions will be summarized into a single answer and identifying information will be removed from the submitted questions.

All questions, whether specific to a Proposer or generally related to the RFP, must be submitted using this process. Do not contact individual Sourcewell staff to ask questions or request information as this may disqualify the Proposer from responding to this RFP. Sourcewell will not respond to questions submitted after the deadline.

C. ADDENDA
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Sourcewell may modify this RFP at any time prior to the proposal due date by issuing an addendum. Addenda issued by Sourcewell become a part of the RFP and will be delivered to potential Proposers through the Sourcewell Procurement Portal. Sourcewell accepts no liability in connection with the delivery of any addenda.

Before a proposal will be accepted through the Sourcewell Procurement Portal, all addenda, if any, must be acknowledged by the Proposer by checking the box for each addendum. It is the responsibility of the Proposer to check for any addenda that may have been issued up to the solicitation due date and time.

If an addendum is issued after a Proposer submitted its proposal, the Sourcewell Procurement Portal will WITHDRAW the submission and change the Proposer’s proposal status to INCOMPLETE. The Proposer can view this status change in the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account. The Proposer is solely responsible to check the “MY BIDS” section of the Sourcewell Procurement Portal Vendor Account periodically after submitting its Proposal (and up to the Proposal due date). If the Proposer’s Proposal status has changed to INCOMPLETE, the Proposer is solely responsible to:
i) make any required adjustments to its proposal;
ii) acknowledge the addenda; and
iii) ensure the re-submitted proposal is received through the Sourcewell Procurement Portal no later than the Proposal Due Date and time shown in the Solicitation Schedule above.

D. PROPOSAL SUBMISSION
Proposer’s complete proposal must be submitted through the Sourcewell Procurement Portal no later than the date and time specified in the Solicitation Schedule. Any other form of proposal submission, whether electronic, paper, or otherwise, will not be considered by Sourcewell. Late proposals will not be considered. It is the Proposer’s sole responsibility to ensure that the proposal is received on time.

It is recommended that Proposers allow sufficient time to upload the proposal and to resolve any issues that may arise. The time and date that a Proposal is received by Sourcewell is solely determined by the Sourcewell Procurement Portal web clock.

In the event of problems with the Sourcewell Procurement Portal, follow the instructions for technical support posted in the portal. It may take up to twenty-four (24) hours to respond to certain issues.

Upon successful submission of a proposal, the Portal will automatically generate a confirmation email to the Proposer. If the Proposer does not receive a confirmation email, contact Sourcewell’s support provider at [email protected]. #9..
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To ensure receipt of the latest information and updates via email regarding this solicitation, or if the Proposer has obtained this solicitation document from a third party, the onus is on the Proposer to create a Sourcewell Procurement Portal Vendor Account and register for this solicitation opportunity.

Within the Procurement Portal, all proposals must be digitally acknowledged by an authorized representative of the Proposer attesting that the information contained in in the proposal is true and accurate. By submitting a proposal, Proposer warrants that the information provided is true, correct, and reliable for purposes of evaluation for potential contract award. The submission of inaccurate, misleading, or false information is grounds for disqualification from a contract award and may subject the Proposer to remedies available by law.

E. GENERAL PROPOSAL REQUIREMENTS
Proposals must be:
 In substantial compliance with the requirements of this RFP or it will be considered nonresponsive and be rejected.
 Complete. A proposal will be rejected if it is conditional or incomplete.  Submitted in English.
 Valid and irrevocable for 90 days following the Proposal Due Date.

Any and all costs incurred in responding to this RFP will be borne by the Proposer.

F. PROPOSAL WITHDRAWAL
Prior to the proposal deadline, a Proposer may withdraw its proposal.

G. OPENING
The Opening of Proposals will be conducted electronically through the Sourcewell Procurement Portal. A list of all Proposers will be made publicly available in the Sourcewell Procurement Portal after the Proposal Due Date, but no later than the Opening time listed in the Solicitation Schedule.

To view the list of Proposers, verify that the Sourcewell Procurement Portal opportunities list search is set to “All” or “Closed.” The solicitation status will automatically change to “Closed” after the Proposal Due Date and Time.

VI. EVALUATION AND AWARD
A. EVALUATION
It is the intent of Sourcewell to award one or more contracts to responsive and responsible Proposer(s) offering the best overall quality, selection of equipment, products, and services, #9..
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and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of Proposers that Sourcewell determines is necessary to meet the needs of Participating Entities. Factors to be considered in determining the number of contracts to be awarded in any category may include the following:
 The number of and geographic location of:
o Proposers necessary to offer a comprehensive selection of equipment, products, or services for Participating Entities’ use.
o A Proposer’s sales and service network to assure availability of product supply and coverage to meet Participating Entities’ anticipated needs.  Total evaluation scores.
 The attributes of Proposers, and their equipment, products, or services, to assist Participating Entities achieve environmental and social requirements, preferences, and goals. Information submitted as part of a proposal should be as specific as possible when responding to the RFP. Do not assume Sourcewell’s knowledge about a specific vendor or product.

B. AWARD(S)
Award(s) will be made to the Proposer(s) whose proposal conforms to all conditions and requirements of the RFP, and consistent with the award criteria defined in this RFP.

Sourcewell may request written clarification of a proposal at any time during the evaluation process.

Proposal evaluation will be based on the following scoring criteria and the Sourcewell Evaluator Scoring Guide (available in the Sourcewell Procurement Portal):

Conformance to RFP Requirements 50
Financial Viability and Marketplace Success 75
Ability to Sell and Deliver Service 100
Marketing Plan 50
Value Added Attributes 75
Warranty 50
Depth and Breadth of Offered Equipment, Products, or Services 200 Pricing 400
TOTAL POINTS 1000
C. PROTESTS OF AWARDS
Any protest made under this RFP by a Proposer must be in writing, addressed to Sourcewell’s Executive Director, and delivered to the Sourcewell office located at 202 12th Street NE, P.O.

Box 219, Staples, MN 56479. The protest must be received no later than 10 calendar days’ following Sourcewell’s notice of contract award(s) or non-award and must be time stamped by Sourcewell no later than 4:30 p.m., Central Time.
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A protest must include the following items:
 The name, address, and telephone number of the protester;  The original signature of the protester or its representative;  Identification of the solicitation by RFP number;
 A precise statement of the relevant facts;
 Identification of the issues to be resolved;
 Identification of the legal or factual basis;
 Any additional supporting documentation; and
 Protest bond in the amount of $20,000, except where prohibited by law or treaty.

Protests that do not address these elements will not be reviewed.

D. RIGHTS RESERVED
This RFP does not commit Sourcewell to award any contract and a proposal may be rejected if it is nonresponsive, conditional, incomplete, conflicting, or misleading. Proposals that contain false statements or do not support an attribute or condition stated by the Proposer may be rejected.

Sourcewell reserves the right to:
 Modify or cancel this RFP at any time;
 Reject any and all proposals received;
 Reject proposals that do not comply with the provisions of this RFP;  Select, for contracts or for discussion, a proposal other than that with the lowest cost;  Independently verify any information provided in a Proposal;  Disqualify any Proposer that does not meet the requirements of this RFP, is debarred or suspended by the United States or Canada, State of Minnesota, Participating Entity’s state or province; has an officer, or other key personnel, who have been charged with a serious crime; or is bankrupt, insolvent, or where bankruptcy or insolvency are a reasonable prospect;
 Waive or modify any informalities, irregularities, or inconsistencies in the proposals received;
 Clarify any part of a proposal and discuss any aspect of the proposal with any Proposer; and negotiate with more than one Proposer;
 Award a contract if only one responsive proposal is received if it is in the best interest of Participating Entities; and
 Award a contract to one or more Proposers if it is in the best interest of Participating Entities.

E. DISPOSITION OF PROPOSALS
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All materials submitted in response to this RFP will become property of Sourcewell and will become public record in accordance with Minnesota Statutes Section 13.591, after negotiations are complete. Sourcewell considers that negotiations are complete upon execution of a resulting contract. It is the Proposer’s responsibility to clearly identify any data submitted that it considers to be protected. Proposer must also include a justification for the classification citing the applicable Minnesota law.

Sourcewell will not consider the prices submitted by the Proposer to be confidential, proprietary, or trade secret materials. Financial information, including financial statements, provided by a Proposer is not considered trade secret under the statutory definition.

The Proposer understands that Sourcewell will reject proposals that are marked confidential or nonpublic, either substantially or in their entirety.
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12/28/2020
Addendum No. 1
Solicitation Number: RFP 012821
Solicitation Name: Auction Services with Related Solutions Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Who is/are the incumbent vendor(s) for this contract? At what pricing did the previous vendor(s) price their services?
Answer 1:

Each Sourcewell solicitation results in one, or more, new contract award(s) that are separate and distinct from any previous solicitation. Information on current Sourcewell contracts is posted on the Sourcewell website. For examples of current Sourcewell-awarded contracts, navigate to the Sourcewell website https://www.sourcewell-mn.gov/contract-search.

Question 2:

Is this solicitation intended to result in a single source contract? Answer 2:

Refer to the RFP section VI. - EVALUATION AND AWARD, “It is the intent of Sourcewell to award one or more contracts to responsive and responsible Proposer(s) offering the best overall quality, selection of equipment, products, and services, and price that meet the commonly requested specifications of Sourcewell and its Participating Entities. The award(s) will be limited to the number of Proposers that Sourcewell determines is necessary to meet the needs of Participating Entities.” #9..
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Question 3:

Is the vendor permitted to put restrictions on classes of assets that may not be sold, such as extremely fragile items, items containing hazardous materials, items at high risk of theft, or items that may be prohibited by applicable state or provincial law? Answer 3:

Each proposer, in its discretion, will propose the equipment, products, and services that align with the proposer’s business offerings and fall within Sourcewell’s requested equipment, products, and services as described in the RFP. A proposer may articulate any limitations or restrictions applicable to its proposed equipment, products, or services in Questionnaire Tables 14A and 14B within the Sourcewell Procurement Portal.

Each Proposal will be evaluated based on the criteria stated in the RFP.

End of Addendum
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1/4/2021
Addendum No. 2
Solicitation Number: RFP 012821
Solicitation Name: Auction Services with Related Solutions Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Is the administrative fee expected from existing customers of the provider who are also participating entities of Sourcewell? Or is it only expected from revenue generated from customers coming onboard after the Sourcewell contract is in place? Answer 1:

Refer to RFP section III. B. “Proposers are expected to pay to Sourcewell an administrative fee in exchange for Sourcewell facilitating the resulting contracts.” Administrative fees are applicable and payable only on sales resulting from a contract awarded under this RFP.

End of Addendum
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1/5/2021
Addendum No. 3
Solicitation Number: RFP 012821
Solicitation Name: Auction Services with Related Solutions Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

RFP Section II, Equipment, Products, and Services lists three options for types of auctions. Can we propose a single option?
Answer 1:

A proposer is not required to offer all possible items or services within the scope of the solicitation to be considered for award. However, proposals are evaluated based on the criteria as stated in the RFP.

Question 2:

Can we bid for the United States Business only?
Answer 2:

A proposer is not required to cover every geographic region to be considered for award.

Each proposal is evaluated based on the criteria stated in the RFP.

End of Addendum
Acknowledgement of this Addendum to RFP 012821 posted to the Sourcewell Procurement Portal on 1/5/2021, is required at the time of proposal submittal. #9..
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1/6/2021
Addendum No. 4
Solicitation Number: RFP 012821
Solicitation Name: Auction Services with Related Solutions Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

If we elect to or are unable to respond to this solicitation opportunity, can we submit a proposal at a later date?
Answer 1:

All proposals must be submitted through the Sourcewell Procurement portal by the solicitation due date.

End of Addendum
Acknowledgement of this Addendum to RFP 012821 posted to the Sourcewell Procurement Portal on 1/6/2021, is required at the time of proposal submittal. #9..
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1/6/2021
Addendum No. 5
Solicitation Number: RFP 012821
Solicitation Name: Auction Services with Related Solutions Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

What is the administrative fee for this RFP, and is it calculated off of the bid price attained for the assets, or off the commission charged by the approved vendors? I'm only seeing a range for the admin fee.

Answer 1:

Refer to RFP Section III. B. – Administrative Fees, for directions on proposing an administrative fee. It is left to the discretion of each proposer to determine and propose an administrative fee that is consistent with its business and industry.

End of Addendum
Acknowledgement of this Addendum to RFP 012821 posted to the Sourcewell Procurement Portal on 1/6/2021, is required at the time of proposal submittal. #9..
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1/6/2021
Addendum No. 6
Solicitation Number: RFP 012821
Solicitation Name: Auction Services with Related Solutions Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

If a proposer has a form contract that would better fit the scope of services, would Sourcewell consider using the proposer's form contract if all of Sourcewell's required terms, conditions and insurance requirements are included in the proposer’s form contract?
As an alternative, could the proposer’s form contract be added as an addendum to the Sourcewell Contract provided with this RFP?
Answer 1:

The Sourcewell template contract is available for review on the Bid Details page for this solicitation. The template contract is intended for use with any awarded contract., Refer to RFP Section IV. – Contract, for guidance on the process for requesting a modification to the template contract terms, conditions, or specifications.

End of Addendum
Acknowledgement of this Addendum to RFP 012821 posted to the Sourcewell Procurement Portal on 1/6/2021, is required at the time of proposal submittal. #9..
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1/8/2021
Addendum No. 7
Solicitation Number: RFP 012821
Solicitation Name: Auction Services with Related Solutions Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

A slide in your presentation showed the growth over the past several years. Can you please share how much of the growth/dollars (on a per-year basis) were from US customers and how much was from Canadian customers? Do you have a breakdown by category of items sold?
Answer 1:

The estimated value of all resultant contracts provided in Section II. E. of the RFP is based on past volumes of similar Sourcewell contracts. It is an estimate only, and no sales or sales volume are guaranteed. There is no separate estimate of Canadian volume or estimates by vertical.

End of Addendum
Acknowledgement of this Addendum to RFP 012821 posted to the Sourcewell Procurement Portal on 1/8/2021, is required at the time of proposal submittal. #9..
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1/14/2021
Addendum No. 8
Solicitation Number: RFP 012821
Solicitation Name: Auction Services with Related Solutions Consider the following Question and Answer to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

Is there a sample available of the type and quantity of equipment to be sold? Answer 1:

Sourcewell utilizes a competitive, solutions-based solicitation approach that is not based on detailed specifications or finite quantities for our cooperative contract awards. A respondent is allowed to propose the entire line of products and services falling within the scope of the RFP. Section II. B. of the RFP addresses the requested equipment, products or services for this solicitation. Sourcewell participating entities include thousands of governmental, higher education, K-12 education, not-for-profit, tribal government, and other public agencies located in the United States and Canada.

End of Addendum
Acknowledgement of this Addendum to RFP 012821 posted to the Sourcewell Procurement Portal on 1/14/2021, is required at the time of proposal submittal. #9..
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1/24/2021
Addendum No. 9
Solicitation Number: RFP 012821
Solicitation Name: Auction Services with Related Solutions Consider the following Questions and Answers to be part of the above-titled solicitation documents. The remainder of the documents remain unchanged.

Question 1:

How often can pricing be updated, and will Product and Pricing Change Requests always be granted?
Answer 1:

Refer to Section 4. - Product and Pricing Change Requests, found in the Contract Template. An awarded vendor may request a Product and Pricing Change at any time, however, sufficient detail must be provided to justify the requested change.

Question 2:

In what ways does the warranty paragraph in Section 2. B. of the contract template apply to auction services and related solutions?
Answer 2:

Refer to RFP Section IV. - Contract. A request for modification to the Sourcewell contract template may be submitted with a proposal. To request a modification to the template Contract terms, conditions, or specifications, a Proposer may complete and submit the Exceptions to Terms, Conditions, or Specifications Form, which is found as the final Table of Step 1 in the proposal submission process.

Question 3:

In reference to Table 5, what criteria should proposers use when ranking Top-5 customers?
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Answer 3:

In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. The solicitation is a competitive process and proposals are evaluated on the content submitted.

Question 4:

In reference to Table 7, Line Item 33 - Can you please clarify who we are marketing to in this question? Is it referencing marketing strategies to participating entities that may become clients?
Answer 4:

It is left to the discretion of each proposer to determine how to best demonstrate their ability to market to Sourcewell participating entities and satisfy all the requirements included in the questionnaire tables.

Question 5:

In reference to Table 6, Line Item 26 - Is it referencing participating entities that may become clients/customers and our process for working with them? Answer 5:

In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. So, it is left to the discretion of each proposer to determine how to best demonstrate their ability to serve Sourcewell participating entities. The solicitation is a competitive process and proposals are evaluated on the content submitted.

Question 6:

In reference to Table 5, Line Item 22, can you please clarify the data being requested under "Size of Transactions?"
Answer 6:

In the competitive process, Sourcewell will not advise a proposer on the content of the proposal. The solicitation is a competitive process and proposals are evaluated on the content submitted.

Question 7:

Will proposer responses be read in question numerical order? Or, is there some other format for reviewing submission responses? Is it different for the Proposal Evaluation Committee versus Participating Entities?
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Answer 7:

Sourcewell will consider the relevant information submitted in each proposal and apply the evaluation criteria as set forth in the RFP. All awarded proposals become part of the resulting contract and are available for participating entities to review and use in their purchasing decisions. An interested proposer may review the output format of its proposal by navigating to Step 4 of the Portal response process, select “Preview Bid” and then “Preview My Bid in PDF.”
End of Addendum
Acknowledgement of this Addendum to RFP 012821 posted to the Sourcewell Procurement Portal on 1/24/2021, is required at the time of proposal submittal. #9..
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bidadoo, Inc.

Brindlee Mountain
Fire Apparatus, LLC
Bryan's Auction
Services Copart, Inc.

George Gideon
Auctioneers, Inc.

JJ Kane Associates,
Inc.

Liquidity Services
Operations LLC dba
GovDeals Municibid.com
Peak Auto Auctions,
LLC
PropertyRoom.com,
Inc.

PropertyPilot LLC dba
GovPilot Regal Auctions, Ltd. The Public Group
Possible
Points
Conformance to Terms/Conditions to Include
Documentation 50 44 41 42 42 44 45 43 42 45 36 38 41
Pricing 400 317 265 316 285 336 343 308 326 341 190 306 336 Financial, Industry andMarketplace Successes 75 61 56 68 58 62 70 64 44 67 33 50 65 Bidder's Ability to Sell/ Service
Contract Nationally 100 87 63 90 65 80 80 78 69 84 46 50 82 Bidder's Marketing Plan 50 42 36 46 43 43 47 42 33 45 21 42 43 Value Added Attributes 75 60 53 52 61 60 68 62 56 67 38 43 66Warranty Coverages and Information 50 41 39 39 40 39 43 43 39 41 36 34 43
Selection and Variety of
Products and Services Offered 200 158 155 140 145 150 167 148 145 176 85 154 165 Total Points 1,000 810 708 793 739 814 863 788 754 866 485 717 841 Rank Order 5 11 6 9 4 2 7 8 112 103
Greg Grunig, Procurement Lead Analyst Brandon Town, CPSM, CPSD, Procurement Analyst Bill Davison, CPPO, CPP, Procurement Analyst Carol Jackson, Procurement Analyst Proposal Evaluation
Auction Services with Related Solutions RFP #012821

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1 PIGGYBACK # 2324-31 ONLINE AUCTION SERVICES

PUBLIC SURPLUS

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

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

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

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

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

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

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

10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Bidder is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation. In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
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2 PIGGYBACK # 2324-31 ONLINE AUCTION SERVICES

PUBLIC SURPLUS
Print Names of Persons Having a Financial Interest in Bidder Receiving this Agreement:

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

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

March 5, 2024
Date: January 30, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Purchase Agreement for Bottled Water Delivery Services CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164 DESCRIPTION:

Consider approving an Agreement for Bottled Water Delivery Services for Citywide locations to Blue Triton Brands dba ReadyRefresh Livermore, CA and DS Services of America Inc. DBA Primo Water North America, Manteca, CA for a total amount not to exceed $600,000 over five years. (Funding Source: Building Services, Compost, Surface Transportation, General Fund, Forestry, Parking, Solid Waste, Wastewater and Water Funds) 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:

Bottled water is utilized by all departments for City projects where clean, cool water is not readily accessible for consumption. Per the California Division of Occupational Safety and Health, better known as Cal/OSHA, Title 8, Section CCR 3395, employees shall have access to potable drinking water that is required to be fresh, pure, suitably cool, and provided free of charge. By having the 5-gallon water bottles for the offices and 16.9 fl oz. bottles for field staff, it allows for employees to keep clean, cool water by either utilizing the cooler or adding 16.9 oz bottles to an ice chest with minimal risk of contamination.

Competitively bidding these materials benefit the City by obtaining the best pricing through economies of scale, staff time in the reduction of processing one time bids throughout the year, and better assessment of actual spending through the life of the agreement.

On April 23, 2019 City Council approved a two year agreement with three one-year extension options with DS Services of America, Inc., Atlanta GA and Nestle Waters North America through resolution 2019-183.
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City Council, March 5, 2024
Bottled Water Delivery Services

Page 2 of 4 ends

DISCUSSION:

On September 26, 2023, The Purchasing Division issued Invitation for Bids (IFB) 2324-11 for Bottled Water Delivery Services on the City’s website1. Prospective bidders were notified online and via email of the bid opportunity. Fourteen (14) vendors chose to download the IFB document.

On October 31, 2023, bids were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Four (4) vendors responded, one (1) of which is a local vendors, and two vendors being deemed non-responsive.

To ensure continued services to the City, contracts may be awarded to more than one vendor to provide backup services if the primary vendor is unable to meet the City’s needs. A secondary vendor may be awarded a specific job if the primary vendor is unable to perform the service, unable to complete the specific job within the time frame required by the City, or unable to maintain acceptable quality standards required by the City.

In addition to the standard requirement of bottled water for City Staff, additional funds are being requested for the Grayson nitrate treatment system replacement project.

The community of Grayson has a nitrate removal system that has reached its end of life and is scheduled to be replaced mid-2024. The replacement should take approximately six to eight weeks to complete. During the replacement, the community will only have access to fire protection water and non-potable water. The California State Water Resources Control Board Division of Drinking Water is requiring the City of Modesto to provide 62 gallons of water per household, per month. To meet the State’s requirements during the replacement process, staff is requesting an additional $100,000 in funds, for a total estimated amount not to exceed $200,000 over the first year.

Based on providing the lowest responsive and responsible bids, staff recommends the award of bids for the procurement of bottled water delivery services for citywide use, to the lowest responsive and responsible bidder, Blue Triton Brands DBA ReadyRefresh Livermore, CA as primary vendor and second lowest bidder DS Services of America Inc. DBA Primo Water North America, Manteca, CA as secondary vendor for a two-year agreement with three one-year extension options at the sole discretion of the City. Staff is requesting to give the Director of Finance the approval to adjust agreement totals between both vendors based on availability and department needs, ensuring the overall combined totals between vendors does not exceed $200,000 over the first year, and $100,000 annually thereafter for a total combined cost not to exceed $600,000 over five years.

Modesto Municipal Code Section 8-3.203 generally requires all purchase, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. The award of IFB 2324-11 and agreements for bottled water service for citywide use to Blue Triton Brands DBA ReadyRefresh Livermore, CA, and DS Services of America Inc. DBA Primo Water North America, Manteca, CA., conforms to the Modesto Municipal Code because the City complied with the formal bid procedures and both Blue Triton Brands DBA ReadyRefresh Livermore, CA, and DS Services of America Inc. DBA Primo Water North America, Manteca, CA were the lowest responsive and responsible bidders.
1 The commodity codes used on the City’s website were: 96294: Water Services, Bottled and bulk delivery, 98528: Coolers, Drinking Water, Rental or Lease and 22500: Coolers, Drinking Water. #10..
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City Council, March 5, 2024
Bottled Water Delivery Services

Page 3 of 4 ends

FISCAL IMPACT:

Actual expenditures for the current bottled water services agreement are listed below:

With current pricing per IFB 2324-11 and accounting for potential Consumer Price Index (CPI) increases over the next five years, staff estimates a first year cost not to exceed $200,000 and an annual cost not to exceed $100,000 thereafter, between both vendors, and a total not to exceed $600,000 over five years. Funds are allocated across the following accounts:

FUND

BUDGETED
AMOUNT
Building Services $635
Compost $763
Construction Engineering $1,466
Surface Transportation Fund - Electrical $2,624
Finance - Stores $31,289
General Fund - Fire $24,616
Forestry $4,081
Green Waste $2,324
Parking Maintenance $830
General Fund - Parks Operations $1,534
General Fund - Mary Grogan $500
General Fund - Police $3,605
Surface Transportation Fund - Streets $5,128
Traffic Operations $654
Wastewater $15,708
Water (include one-time purchase for Grayson community) $104,243 FIRST YEAR AMOUNT NOT TO EXCEED $200,000
ANNUAL TOTAL NOT TO EXCEED $100,000
FIVE (5) YEAR TOTAL NOT TO EXCEED $600,000
COMMITTEE RECOMMENDATION:

This item was presented at the January 29, 2024, Finance Committee and approved to move forward to Council.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Resolution approving the Award of Bid and Agreement for Bottled Water Delivery Services to Blue Triton Brands DBA ReadyRefresh Livermore, CA, and DS Services of America Inc. DBA #10..
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City Council, March 5, 2024
Bottled Water Delivery Services

Page 4 of 4 ends

Primo Water North America, Manteca, CA for a two (2) year Agreement with three (3) one-year extension options, for a first year estimated amount not to exceed $200,000 and an annual estimated amount of $100,000 thereafter, for a total amount not to exceed $600,000 over five years and authorizing the City Manager, or his designee, to execute the Agreements.

Approved by:

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

1. Resolution

2. Agreement – Blue Triton DBA ReadyRefresh

3. Agreement – DS Services of America, Inc. DBA Primo Water N.A.

4. Exhibit B, Bid Submittal Blue Triton DBA ReadyRefresh

5. Exhibit B - Bid Submittal DS Services of America Inc DBA Primo Water N.A.

6. Exhibit C, IFB 2324-11, Bottled Water Services

7. Financial Interest Disclosure - Blue Triton DBA ReadyRefresh

8. Financial Interest Disclosure - DS Services of America, Inc. DBA Primo Water N.A.

9. Cost Abstract IFB 2324-11
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March 5, 2024/Finance/D.Love/Item # 1 2024-

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING THE AWARD OF BID AND AGREEMENT FOR

BOTTLED WATER DELIVERY SERVICES TO BLUE TRITON BRANDS DBA READYREFRESH LIVERMORE, CA, AND DS SERVICES OF AMERICA INC.

DBA PRIMO WATER NORTH AMERICA, MANTECA, CA FOR A TWO (2) YEAR AGREEMENT WITH THREE (3) ONE-YEAR EXTENSION OPTIONS, FOR A FIRST YEAR ESTIMATED AMOUNT NOT TO EXCEED $200,000 AND AN ANNUAL ESTIMATED AMOUNT OF $100,000 THEREAFTER, FOR A TOTAL AMOUNT NOT TO EXCEED $600,000 OVER FIVE YEARS AND

AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE

THE AGREEMENTS
WHEREAS, bottled water is utilized by all departments for city projects where clean, cool water is not readily accessible for consumption; and WHEREAS, per the California Division of Occupational Safety and Health, better known as Cal/OSHA, Title 8, Section CCR 3395, employees shall have access to potable drinking water that requires it to be fresh, pure, suitably cool, and provided free of charge; and
WHEREAS, the City of Grayson has a nitrate removal system that has reached its end of life and scheduled to be replaced; and
WHEREAS, during the replacement, the community will only have access to fire protection water and non-potable water; and
WHEREAS, the California State Water Resources Control Board Division of Drinking Water is requiring the City of Modesto to provide 62 gallons of water per household per month; and
WHEREAS, the Purchasing Division issued Invitation for Bid (IFB) No. 2324-11, for Bottled Water Delivery Services, and posted on PlanetBids via the City’s website on September 26, 2023; and
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March 5, 2024/Finance/D.Love/Item # 2 2024-
WHEREAS, bids were formally opened in the City Clerk’s office on October 31, 2023; and
WHEREAS, fourteen vendors downloaded the IFB; four vendors responded, one of which was a local vendor; and
WHEREAS, two vendors are responsive and responsible bidders; and WHEREAS, based on the nature of the services, staff is recommending awarding to a primary vendor, Blue Triton Brands DBA ReadyRefresh, Livermore, CA and secondary vendor DS Services of America Inc. DBA Primo Water North America, Manteca, CA; and
WHEREAS, 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; and
WHEREAS, the award of IFB No. 2324-11 and agreements for bottled water services for city wide use to Blue Triton Brands DBA ReadyRefresh, Livermore, CA and DS Services of America Inc. DBA Primo Water North America, Manteca CA, confirms to the Modesto Municipal Code because the City complied with the formal bid procedures and both vendors were the lowest responsive and responsible bidders.

NOW, THEREFORE, BE IT RESOLVED, by the Council of the City of Modesto that it hereby approves the award of bid and agreement for bottled water delivery services to Blue Triton Brands DBA ReadyRefresh, Livermore, CA and DS Services of America Inc. DBA Primo Water North America, Manteca CA for a two (2) year agreement with three (3) one-year extension options, for a first-year amount estimated not to exceed $200,000 and an annual estimated amount of $100,000 thereafter, for a total amount not #10..
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March 5, 2024/Finance/D.Love/Item # 3 2024-
to exceed $600,000 over five years.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is authorized to adjust the financial amounts between the two providers without exceeding the overall amount for five years.

BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute the Agreements, in a form approved by the City Attorney. #10..
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March 5, 2024/Finance/D.Love/Item # 4 2024-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 5th day of March, 2024, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ? , was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: ?
NOES: Councilmembers: ?
ABSENT: Councilmembers: ?
ATTEST: _____________________________
DIANE NAYARES-PEREZ, City Clerk
(SEAL)
APPROVED AS TO FORM:

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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1 ANNUAL AGREEMENT #262564 FOR BOTTLED WATER DELIVERY SERVICES BLUETRITON BRANDS, INC. DBA READYREFRESH
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _____ day of ____________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and BlueTriton Brands. Inc, DBA ReadyRefresh, a Delaware Corporation, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-______ authorizing the Award of Bid and agreement for Bottled Water Delivery Services to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for Bottled Water Delivery Services as described in IFB 2324-11, attached hereto as Exhibit “C” and made a part hereof (hereinafter called IFB).

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

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and #10..
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2 insurance necessary to perform and complete the required work as specified in Exhibit “C”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated amount not to exceed $150,000 over the first year, and an estimated annual amount not to exceed $75,000 thereafter. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $600,000. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

AGREEMENT PRICING

DESCRIPTION UNIT UNIT PRICE
BOTTLED WATER, 16.9 OZ
BRAND: PURELIFE
CS $5.49/CS
CA DEPOSIT FEE (CRV) UNIT PRICE PER CASE CS $1.20/CS
FUEL DELIVERY CHARGE (PER DELIVERY) LOT $9.99/LOT
BOTTLED WATER, 5 GALLON FILLED
BRAND: PURELIFE
BOTTLE $6.59/BOTTLE
DEPOSIT FEE - 5 GALLON LOT $0
FUEL DELIVERY CHARGE (PER DELIVERY) LOT $9.99/LOT
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3 MISCELLANEOUS FEES UNIT UNIT PRICE
DISPENSER RENTAL: 5 GALLON CAPACITY TOP LOADING WATER

COOLER DISPENSER WITH HOT/COLD
BRAND/MODEL: Oasis 711

MONTHLY
RENT $4.99/MONTH
DISPENSER RENTAL: 5 GALLON CAPACITY BOTTOM LOADING

WATER COOLER DISPENSER WITH HOT/COLD
BRAND/MODEL: Avalon 788
PURCHASE $299.99/EA
PALLET DEPOSIT: PALLETS TO BE EXCHANGED AS NEEDED
EACH $0
(f) CONTRACTOR does not manufacture the equipment provided to the CITY, if any.

CONTRACTOR has not made and does not make any representation or warranty of any kind, express or implied with respect to any products or equipment including without limitation the suitability or fitness for any purpose or merchantability of any of the foregoing. CITY accepts the products and “AS IS.” No defect in or unfitness of the products or equipment, no loss or damage and no other condition whatsoever will relieve or suspend the city’s obligations, which are absolute and unconditional. To the fullest extent permitted by law, contractor will incur no liability whatsoever to CITY arising out of or in connection with the cleaning service or any defect in or condition of the products or equipment or such item’s installation, use, operation, function or removal.
(g) If CITY requests, CONTRACTOR will lease equipment to CITY. CONTRACTOR will install the Equipment at CITY’s address provided by CITY to CONTRACTOR. The equipment and related bottles provided by CONTRACTOR (“Bottles”) are, and will at all times be, CONTRACTOR's sole and exclusive property, and CITY will have no right, title to or interest in such equipment or Bottles. CITY will use the Equipment only with the Bottles and will not reuse or refill the Bottles. If CITY wishes to exchange any Equipment for reasons not related to material defects, CITY agrees to pay CONTRACTOR a $109.99 replacement fee (the “Non-Defect Equipment Replacement Fee”) for each piece of Equipment exchanged.

Additionally, if upon CONTRACTOR's inspection of any Equipment, CONTRACTOR determines that such Equipment is in working condition, then CITY agrees to pay the Non-Defect Equipment Replacement Fee. #10..
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4 CITY agrees and acknowledges that CONTRACTOR may enter CITY's premises at all reasonable times to inspect, repair, clean or remove the equipment and to deliver or pick up the Bottles.

3. CITY REPRESENTATIVE:

CITY Representative is:

Michelle Tapley, Senior Buyer [email protected] Ph. 209-577-6316 The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

4. TERM OF AGREEMENT:

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

Year 1: March 6, 2024 through March 5, 2025
Year 2: March 6, 2025 through March 5, 2026
Year 3: March 6, 2026 through March 5, 2027
Year 4: March 6, 2027 through March 5, 2028
Year 5: March 6, 2028 through March 5, 2029
Pricing as set forth in Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

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

5. LIABILITY INSURANCE:
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5 The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit of $2,000,000 applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.
b. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Workers' Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000 per accident for bodily injury or disease.

If at any time any of said policies shall be unsatisfactory to the CITY, as to form or substance or if a company issuing such policy shall be unsatisfactory to the CITY, the CONTRACTOR shall promptly obtain a new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR to furnish, deliver or maintain such insurance and certificates as above provided, this AGREEMENT, at the election of the CITY, may be forthwith declared suspended, or terminated. Failure of the CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR concerning indemnification. #10..
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6 The CITY, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation.

7. PAYMENT:

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

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT number: 262564
 CITY department/division name and address
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7  Billing period
 Service hours worked day and week
 Unit price, extended price, sales tax and total

8. INDEMNITY: The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its agents, officials, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance. To the fullest extent allowed by law, CONTRACTOR is not liable for any direct, indirect, incidental, special, punitive, consequential or exemplary damages arising out of or in any way related to this agreement, including, without limitation, damages for loss of profits, goodwill, use, data or other intangible losses (even if the CONTRACTOR has been advised of the possibility of such damages). The aggregate liability of CONTRACTOR for any reason and upon any cause of action (including, without limitation, negligence, strict liability and other actions in contract or tort) in any way related this agreement shall be limited to direct damages actually incurred.

9. VENUE & GOVERNING LAW:

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

11. COMMENCEMENT AND COMPLETION OF THE WORK:

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

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2024-_______;
b. CONTRACTOR Bid submittal;
c. IFB No. 2324-11;
d. Contractor’s City of Modesto business license

12. TERMINATION OF SERVICES:

Termination for Default: In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance. Within 10 days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.
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9 Termination by City for Convenience: The City may also terminate this AGREEMENT the Contractor's performance under the Agreement, either in whole or in part, at its own discretion and without cause.

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

13. COMPLIANCE WITH ALL LAWS:

CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the SERVICES described herein, will comply with all federal, state, county and municipal laws, rules and regulations which may be applicable to the work herein contracted for, whether now in existence or hereafter adopted.
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11 14. FAILURE TO PERFORM SATISFACTORY WORK: It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

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

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

17. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES: If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at #10..
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12 CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage or perform the repairs and send an invoice to the CONTRACTOR for such costs, which shall be paid within thirty (30) days.

18. NOTICES:

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

CONTRACTOR: BlueTriton Brands, Inc. DBA ReadyRefresh
900 Long Ridge Road
Building 2
Stamford, CT 06902
Attn: General Counsel
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

19. SIGNATORY(IES) FOR CONTRACTOR:

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

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

21. FUNDING: All annual extensions are based upon continuous funding for that purpose by the City Council. Failure to fund any annual extension shall result in an immediate termination of the AGREEMENT without redress.
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13 22. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES: If mutually agreeable to all parties, the issuance of any resultant contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply.

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

The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. #10..
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14 d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than five (5) business days’ notice, to such of its books, records, accounts, other sources of information as said Department or CITY shall require to ascertain compliance with this AGREEMENT; provided CONTRACTOR shall not be required to permit any access to any of its facilities. e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

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

26. FACILITIES AND EQUIPMENT: Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this AGREEMENT. CITY shall make available to CONTRACTOR only the facilities and equipment listed in EXHIBIT “B” and “C”, and only under the terms and conditions set forth herein. #10..
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15 27. INDEPENDENT CONTRACTOR; NOT AGENT: At all times during the term of this AGREEMENT, CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR’s services rendered pursuant to this AGREEMENT. Except as City may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this AGREEMENT to bind City to any obligation whatsoever.

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

29. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance; provided that CONTRACTOR may assign this AGREEMENT in connection with the sale or transfer of all or substantially all of CONTRACTOR’s business and operations.

30. WAIVER:

31. HEADINGS NOT CONTROLLING:

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

32. MISCELLANEOUS:

Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT. #10..
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16 33. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

34. PARTIAL INVALIDITY:

35. FORCE MAJEURE.

If either party is prevented from complying with any of the terms or provisions of this Agreement by reason of fire, flood, storm, strike, lockout or other labor trouble, riot, war, rebellion, accident or other acts of God, then upon written notice to the other party, the affected provisions and/or requirements of this Agreement shall be suspended during the period of such disability (except that none of the foregoing shall relieve, excuse or suspend CITY’s timely payment obligations). If the disability continues for more than thirty (30) days, the non-disabled party shall have the right to terminate this Agreement, and neither party shall thereafter have any further rights or obligations hereunder, provided that CITY shall pay CONTRACTOR all accrued, but unpaid amounts, as set forth in this Agreement.
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17 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2024-_______, adopted by the Council of the City of Modesto on the ______ day of _____________________, 2024 and BlueTriton Brands. Inc, DBA ReadyRefresh has caused this Agreement to be duly executed.
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1 ANNUAL AGREEMENT #262565 FOR BOTTLED WATER DELIVERY SERVICES DS SERVICES OF AMERICA INC. dba PRIMO WATER NORTH AMERICA This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _____ day of _______________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and DS Services of America Inc.

DBA Primo Water North America a Corporation, hereinafter called CONTRACTOR.

W I T N E S E T H:

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

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and #10..
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2 insurance necessary to perform and complete the required work as specified in Exhibit “C”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated amount not to exceed $50,000 over the first year, and an estimated annual amount not to exceed $25,000 thereafter. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $150,000. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

AGREEMENT PRICING

DESCRIPTION UNIT UNIT PRICE
BOTTLED WATER, 16.9 OZ
BRAND: PURELIFE
CS $6.29/CS
CA DEPOSIT FEE (CRV) UNIT PRICE PER CASE CS $1.20/CS
FUEL DELIVERY CHARGE (PER DELIVERY) LOT $13.99/VARIABLE BOTTLED WATER, 5 GALLON FILLED
BRAND: PURELIFE
BOTTLE $7.29/BOTTLE
DEPOSIT FEE - 5 GALLON LOT $6.00
FUEL DELIVERY CHARGE (PER DELIVERY) LOT $13.99/VARIABLE #10..
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3 MISCELLANEOUS FEES UNIT UNIT PRICE
DISPENSER RENTAL: 5 GALLON CAPACITY TOP LOADING WATER

COOLER DISPENSER WITH HOT/COLD
BRAND/MODEL:

MONTHLY
RENT $3.99/MONTH
DISPENSER RENTAL: 5 GALLON CAPACITY BOTTOM LOADING

WATER COOLER DISPENSER WITH HOT/COLD
BRAND/MODEL:

MONTHLY
RENT $3.99/MONTH
PALLET DEPOSIT: PALLETS TO BE EXCHANGED AS NEEDED
EACH $25/EACH

3. CITY REPRESENTATIVE:

CITY Representative is:

4. TERM OF AGREEMENT:

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

Price increases for any subsequent AGREEMENT years following the second year, shall not exceed the percentage change in the Consumer Price Index (CPI) for the City of Modesto West Urban Area in #10..
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4 any one AGREEMENT year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, 90 days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

5. LIABILITY INSURANCE:

The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit of $2,000,000 applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.
b. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Workers' Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000 per accident for bodily injury or disease.

If at any time any of said policies shall be unsatisfactory to the CITY, as to form or substance or if a company issuing such policy shall be unsatisfactory to the CITY, the CONTRACTOR shall promptly obtain a new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR to furnish, deliver or maintain such insurance and certificates as above provided, this AGREEMENT, at the election of the CITY, may be forthwith declared #10..
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5 suspended, or terminated. Failure of the CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR concerning indemnification.

The CITY, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation.

7. PAYMENT:

CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR Net 45 Days via manual check. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
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6 At a minimum, invoices shall state the following:
 This AGREEMENT number: 262565
 CITY department/division name and address
 Billing period
 Service hours worked day and week
 Unit price, extended price, sales tax and total

9. VENUE & GOVERNING LAW:

10. ATTORNEYS’ FEES: If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall #10..
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7 be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

11. COMMENCEMENT AND COMPLETION OF THE WORK:

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

12. TERMINATION OF SERVICES:

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

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

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such #10..
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8 termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to #10..
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9 CONTRACTOR as of the termination date.

13. COMPLIANCE WITH ALL LAWS:

14. FAILURE TO PERFORM SATISFACTORY WORK: It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.
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10 Those discrepancies and deficiencies in the SERVICES that remains uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence.

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

18. NOTICES:

Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar #10..
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11 week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:

CONTRACTOR: DS Services of America, Inc
1024 Mellon Ave.

Manteca, CA 95337
[email protected]
770-984-6948
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

19. SIGNATORY(IES) FOR CONTRACTOR:

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

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

23. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap #10..
- 886 -
12 (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

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

28. DRUG FREE WORKPLACE: CONTRACTOR certifies that it is following and in compliance with Sections 8350 - 8355 of Chapter 5.5 of the Government Code, Drug Free Workplace Act whereby each person or organization awarded a contract/purchase order or grant for the procurement of any property or service from #10..
- 888 -
14 any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.

29. ASSIGNMENT:

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

30. WAIVER:

31. HEADINGS NOT CONTROLLING:

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

32. MISCELLANEOUS:

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

33. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

34. PARTIAL INVALIDITY:
#10..
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15 If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
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16 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2024-_______, adopted by the Council of the City of Modesto on the ______ day of _____________________, 2024 and DS Services of America Inc. DBA Primo Water North America has caused this Agreement to be duly executed.
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INVITATION FOR BIDS # 2324-11

BOTTLED WATER DELIVERY
1 INVITATION FOR BIDS (“IFB”) NO. 2324-11
FOR

BOTTLED WATER DELIVERY
BID OPENING: OCTOBER 31, 2023 at 11:00 A.M.

CITY OF MODESTO CONTACT: Michelle Tapley
E-MAIL ADDRESS: [email protected]
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2 Table of Contents
NOTICE TO BIDDERS ............................................................................................................................. 3 CALENDAR OF EVENTS ........................................................................................................................ 5 CITY CONTACT ....................................................................................................................................... 5 PRECEDENCE ........................................................................................................................................... 5 VIRTUAL BID OPENING......................................................................................................................... 6 GENERAL BID REQUIREMENTS .......................................................................................................... 7 A. BID SUBMITTAL: ...................................................................................................................... 7 E. CITY ACCEPTANCE/REJECTION OF IRREGULAR BIDS: .................................................. 7 F. COMPLETE BID DOCUMENT: .................................................................................................... 7 G. COMPLIANCE/NON-COMPLIANCE: ...................................................................................... 8 M. BID PROTEST AND APPEAL PROCEDURES: ..................................................................... 10 BID SUBMITTAL CHECKLIST ............................................................................................................. 15 BID FORM A - IFB ACKNOWLEDGEMENT .................................................................................. 16 BID FORM B – BIDDER COMPANY INFORMATION ................................................................... 19 BID FORM C - PRICING SCHEDULE .............................................................................................. 21 BID FORM D – BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS .......................... 24 BID FORM E – BIDDER CUSTOMER REFERENCES .................................................................... 25 BID FORM F - FINANCIAL INTEREST DISCLOSURE .................................................................. 27 BID FORM G – SUPPORT OF LOCAL VENDORS.......................................................................... 29 BID FORM H - BIDDER COMPANY HISTORY STATEMENT ..................................................... 30 BID FORM I - ADDENDA ACKNOWLEDGEMENT ...................................................................... 31 BID FORM J – BIDDER WARRANTY STATEMENTS ................................................................... 32 BID FORM K – BIDDER EXPERIENCE AND CERTIFICATIONS ................................................ 33 BID FORM L - SUBCONTRACTOR LIST .......................................................................................... 34 TECHNICAL SPECIFICATIONS AND REQUIREMENTS ................................................................. 35

1.1 SCOPE OF WORK: ........................................................................................................................ 35

1.2 REQUIRED LICENSES:................................................................................................................ 36 SAMPLE AGREEMENT ......................................................................................................................... 39 #10..
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3 NOTICE TO BIDDERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California (“City”), will receive at the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 sealed Bids (each, a “Bid”) from qualified Bidders (each, a “Bidder”) for the furnishing of Bottled Water Delivery services (the “Services”) for the City of Modesto, Citywide Divisions.

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

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

Each Bid shall be sealed and filed with the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 prior to October 31, 2023 at 11:00 A.M., at which time Bids will be opened, read and recorded. The opening of bids will not be physically open to the public, but may be viewed simultaneously via video conferencing in the manner provided for herein. All Bids shall be available for review following City Council award approval at the Purchasing Division, 1010 Tenth Street, 5th Floor, Suite 5300, Modesto, CA 95354.

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

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

The City Clerk’s time stamp shall be considered the official timepiece for the purpose of establishing the actual receipt of Bids. Bids will not be accepted by email or facsimile. The City of Modesto assumes no responsibility for delay in the delivery of the Bid. #10..
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4 On the outside of the Bid envelope and courier envelope, if any, the Bidder shall indicate the following:
“NAME AND ADDRESS OF BIDDER
BID IN RESPONSE TO INVITATION FOR BIDS # 2324-11
BID OPENING DATE: OCTOBER 31, 2023 AT 11:00 A.M.”
Bidder must deliver your Bid by a preferred method to the appropriate location below:

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

CITY OF MODESTO CITY OF MODESTO
P.O. BOX 642 1010 10TH STREET, SUITE 6600
MODESTO, CA 95353 MODESTO, CA 95354

The City reserves the right to reject any or all Bids or to waive any informalities or minor irregularities in a Bid.

No Bidder may withdraw its Bid for a period of 90 days after the date set for the opening thereof. #10..
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5 CALENDAR OF EVENTS
Event Date
IFB Issued September 26, 2023
Written Questions Due via Email October 6, 2023
Addendum Issued (if required) October 12, 2023 (approximate date) Bid Due Date & Time PRIOR 11:00 A.M. on Tuesday, October 31, 2023 Contract Award Approximately January 2024

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

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

PRECEDENCE
Bidder agrees that any agreement resulting from City’s acceptance of its Bid, together with the terms in any City purchase order and associated specifications provided by the City to Bidder therewith, shall comprise the entire agreement between City and Bidder. Moreover, Bidder agrees that any additional or contrary terms contained in Bidder’s acknowledgement of, shall be null and void. #10..
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6 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Bid openings live electronically via Microsoft Teams at 11:00 a.m. (Pacific Time) on Tuesday, October 31, 2023 The City Clerk Record of Bid document should be available on Planet Bids by the end of the same day.

The public Bid opening for this Invitation for Bids will be available using the URL link containing the Number and Title of the Bid on the cover page, provided below. By submitting your Bid for the above-stated IFB you acknowledge, understand, and agree to this modified Bid opening procedure. 
 Join on your computer or mobile app
 Click here to join the meeting

 Or call in (audio only)
 +1 469-998-7409,,961656049# United States, Dallas

 Phone Conference ID: 961 656 049#
https://teams.microsoft.com/l/meetup-join/19%3ameeting_NTI0YzBiMDMtNDQ0Yi00YjNlLWIwZjYtYzg4ZDVjMDdkM2Mz%40threa d.v2/0?context=%7b%22Tid%22%3a%22125ccacf-fc61-463c-9976- 189f876ff90b%22%2c%22Oid%22%3a%229715c333-c997-4dd7-8984-12cd4deaa705%22%7d Should you have any questions regarding this, please do not hesitate to contact the Purchasing Department Contact listed on the Cover Page.
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7 GENERAL BID REQUIREMENTS
A. BID SUBMITTAL: Bidders should submit two “inked” (preferably blue ink) signed original Bid document, plus three copies of the signed original Bid document, and one electronic copy submitted via USB. The original Bid document shall be clearly marked. Photocopies do not constitute an original Bid. FAILURE TO FURNISH AT LEAST ONE “INKED” SIGNED ORIGINAL BID DOCUMENT MAY RESULT IN DISQUALIFICATION.

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

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

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

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

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

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

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

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

I. AWARD OF BID:
 The City may award one or more agreements to one or more Bidder in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs.

 The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California or if the bids received fail to meet the City’s requirements.
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9  The City reserves the right to select that Bid, which best suits the City’s needs. In addition to price, consideration will be given to the quality and performance of the service to be purchased, and the criteria listed in Modesto Municipal Code Section 8-

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

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

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

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

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

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

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

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

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

City Clerk’s Office
Attn: Director of Finance
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:
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12 City Clerk’s Office
Attn: Director of Finance
PO Box 642
Modesto CA 95353
b. Appeal to Deputy City Manager: At the protestor’s discretion, the decision of the Director of Finance may be appealed in writing to the City of Modesto's Deputy City Manager(s) no later than ten days after the date of the Director of Finance’s Decision. The scope of the appeal shall be limited by the issues raised in the initial protest to the Director of Finance. The Deputy City Manager shall not be permitted to review any newly raised issues. The Deputy City Manager shall review the appeal, accompanying supporting documents, if any and the written records of the protest review by the Director of Finance. A written record of the Deputy City Manager's review shall be created and maintained. The Deputy City Manager shall give notice of their decision to the protestor within ten days after receipt of appeal.

Further protest appeals shall either be delivered to:

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

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

All protest appeals to the City Council shall either be delivered to:
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13 City Clerk’s Office
Attn: City Council
1010 Tenth St. Suite 6600
Modesto CA 95354
Or mailed to:

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

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

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

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

The costs of the hearing officer and expenses of the protest shall be borne by the protestor. The sums deposited with the request for hearing shall be credited to the costs of the hearing officer and other hearing expenses. f. Mandatory Alternative Process for Protests of Procurements Obtained with Federal Funds: If the protested procurement involves federal funds, the Deputy #10..
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14 City Manager, City Council, or hearing officer shall give notice, accompanying their respective decisions, to the protestor that he or she has the right to appeal to the appropriate federal agency, for which an agency name, contact (where available) and address shall be provided by City staff. Such an appeal shall be filed with the appropriate agency within seven business days of the dispatch or rejection notices to the protestor. Federal agencies may entertain protests alleging that the City has failed to adopt written protest procedures or has failed to follow such procedures. The City Council is the highest authority of the City of Modesto and its decisions are final. A disappointed Bidder for a contract involving expenditures of Federal funds shall have the right to appeal the City Council decision directly to the federal agency as described herein. #10..
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15 BID SUBMITTAL CHECKLIST

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

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

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

Bidder’s submission should include all City of Modesto forms. If any form is not applicable, Bidder should write or type “Not Applicable” on it but still include the form in your submission.

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16 BID FORM A - IFB ACKNOWLEDGEMENT
The City is soliciting Bids from qualified firms (each a “Bidder” to fulfill the City’s requirements per the specifications, terms and conditions contained in this Invitation for Bids (“Invitation for Bids” or “IFB”).

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

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

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

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

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

5. Patent Indemnity: Bidders who do business with the City shall hold the City, its officers, agents and employees, harmless from liability of any nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or un- #10..
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17 patented invention, article or appliance furnished or used in connection with the contract or purchase order.

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

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

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

ePay results in small percentage rebate of 1.0% to the City through the card issuer. That rebate amount will be considered by the City in its evaluation of Bidder’s pricing proposal hereunder. #10..
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18 Information about enrolling in MasterCard ePay program can be obtained from the City’s contact listed on the Cover Page of this IFB.
(b) Option B – Manual Check: On Net 45 Day timing, the City will mail a hardcopy check to Bidder. The payment will be deemed to have been made when the check envelope is mailed via US Postal Service First Class Mail. The timing of the mailing will be at the end of the Net 45 Day period. Additional time should be estimated by the Bidder for the check to be in transit, and to await deposit and clearance by Bidder staff.

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

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

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

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

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

Bidder Company Name:

Bidder Headquarters Address:

City/State/Zip:

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

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

Title:

Phone (Office):

Phone (Mobile):

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

Fax Number:

Email:

G. Federal Taxpayer
Identification Number
(TIN):

H. Dun & Bradstreet
(DUNS) Number:

I. Names and Titles of
Top Three Bidder
Officers:

J. Years in Business:

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

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

5 GALLON BOTTLED WATER
Description Unit Est.

Annual
Quantity
Unit Price Per Bottle Extended Price
(Unit Price x Est
Annual Qty)
5 GALLON FILLED WATER BOTTLE
BRAND:______________________________ BTL 1450 $_____________/BTL $__________________ DEPOSIT FOR 5 GALLON WATER
BOTTLE BTL 1450 $_____________/BTL $__________________

FUEL DELIVERY CHARGE (PER
DELIVERY) LOT 50 $_____________/LOT $__________________ TOTAL
$__________________

16.9 OZ – 20 OZ. BOTTLED WATER
Bottle Size (OZ.) Unit Price Per OZ Cost Per Bottle
Bottles
Per Case Case Price (NO CRV)
EX. 16.9 OZ $0.02 $0.34 24 $8.16
BID
PRICE ____________OZ $__________________ $______________ ______________ $__________________ #10..
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22 Description
Unit
Est.

Annual
Quantity
Unit Price Per Case Extended Price
(Unit Price per Case x
Est. Annual Qty)
BOTTLED WATER, 16.9 TO 20 FL. OZ.,
BRAND:______________________________ CS 10900 $__________________/CS $__________________

CA DEPOSIT FEE (CRV) UNIT PRICE PER
CASE
CS 10900 $__________________/CS $__________________

FUEL DELIVERY CHARGE (PER
DELIVERY) LOT 50 $_________________/LOT $____________________ TOTAL
$__________________

MISCELLANEOUS FEES
Description Unit Est.

Annual
Quantity
Unit Price Per Month Extended Price
(Unit Price Per Month
x Est. Annual Qty)
DISPENSER RENTAL: 5 GALLON

CAPACITY TOP LOADING WATER

COOLER DISPENSER WITH

HOT/COLD (MONTHLY)
BRAND/MODEL:-
_____________________________
MONTH 25
$_________________/MO $__________________
DISPENSER RENTAL: 5 GALLON

CAPACITY BOTTOM LOADING

WATER COOLER DISPENSER WITH

HOT/COLD (MONTHLY)
BRAND/MODEL:-
_____________________________
MONTH 25
$________________/MO $__________________
PALLET DEPOSIT: (IF ANY)

PALLETS TO BE BILLED/CREDITED

WHEN RECEIVED OR EXCHANGED
EA 1
$________________/EA $________________/EA
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23 Payment Terms:

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

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

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

Bidder Company Name:

Name of Bidder Signatory:

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

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

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

Item # Reference To: Description
Page # Section or
Paragraph #

Bidder Company Name:

Name of Bidder Signatory:

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

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

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:
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26 Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

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

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

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

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

10.03(h) are satisfied.

BOTTLED WATER DELIVERY
28 Print Names of Persons Having a Financial Interest in Bidder Receiving this Agreement:

Bidder Company Name:

Name of Bidder Signatory:

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

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

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

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

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

Check here:

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

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

City of Modesto Business License
Number:

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

Print/Type Name:

Title:

Signature:

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

B. Certifications: Bidder shall provide copies of all relevant certifications held for both company and any individuals required to perform the services requested herein. Certifications shall include (???????). #10..
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34 BID FORM L - SUBCONTRACTOR LIST
Bidder shall list the name and the address of the place of business for each subcontractor who will perform work or labor or render services to the Bidder. In addition, list the type of work the subcontractor will perform, and; (if applicable) its Department of Industrial Relations (DIR) registration number and its California Contractor’s license number:

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

N/A N/A

N/A N/A
Bidder Company Name:
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35 TECHNICAL SPECIFICATIONS AND REQUIREMENTS

1.1 SCOPE OF WORK:

The City of Modesto is requesting the purchase and delivery of 5 gallon jugs of bottled water as well as cases of

16.9 to 20 fluid ounce bottled water to various City locations, located within the City of Modesto, as well as outlying areas. Quantities of delivery request can range from a single case, up to 6 pallets. All labor, materials, tools, equipment, vehicles, fuel, and insurance necessary to perform the required service shall be included in bid pricing.

1.2 ITEM SPECIFICATIONS:

1. Five gallon bottled water service delivered to various City locations and outlying areas (see address list, page 37) . Empty bottles to be exchanged at the time of delivery of full bottles.

2. Monthly water cooler dispenser rental (Hot/Cold/Room Temperature)

3. Equipment: All equipment must be U.L. Approved. The Bidder must provide products that earn the Energy Star rating and meet the ENERGY STAR specifications for energy efficiency. The Bidder is encouraged to visit www.energystar.gov for complete product specifications and updated lists of qualifying products. Proposer shall supply with the bid submittal, a specification of the units being offered.

4. Delivery: Bottled water, dispenser units, related supplies and equipment must be delivered and connected to a power source at the locations requesting service. Bidder shall provide clean stackable crates in good condition to store bottles of water at the time of delivery. Deliveries shall be made between the hours of 8:00 A.M. to 2:00 P.M. (PST) Mondays through Fridays as specified.

Drivers shall have the adequate number of water bottles in the truck on their scheduled visit to satisfy the quantities ordered. Partial deliveries will not be accepted. Driver shall leave a signed delivery ticket at each location with a designated City employee for verification of the bottle deposits picked up and replenished product. Bidder will be notified twenty-four (24) hours in advance when any deliveries are to be made beyond the stated requirements. Bidder is responsible for the removal of all empty bottles and ensuring replacements are stored in the proper location.

5. Adding Locations/Special Events: The City may add or remove locations as needed, based on the City’s needs. The Bidder shall extend the same prices to new locations as indicated in the Pricing Schedule. The City will notify the Bidder of locations being removed from water service and the Bidder is responsible for picking up equipment associated with drinking water service. Additional service and/or special events shall be based on the cost in the Pricing Schedule. #10..
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BOTTLED WATER DELIVERY
36 Under no circumstances should the driver leave any product that is not in the Pricing Schedule.

Additional products left without prior authorization will not be processed for payment. Paper cups are not requested or permitted as part of this agreement.

6. 16.9 to 20 fluid ounce bottled water case delivery (must have ability to deliver any quantities required. Orders can vary from a single case to four pallets).

1.3 REQUIRED LICENSES:

Prior to beginning any service that shall be furnished under this specification, the Bidder shall secure the appropriate Business/Delivery license from the City of Modesto. Business/Delivery license information may be obtained by calling (209) 577-5389 or emailing [email protected]. The successful Bidder shall maintain a City of Modesto business license for the duration of the agreement.

1.4 TERM OF CONTRACT:

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

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

B. Price increases for subsequent contract years three, four, and five, shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one contract year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by Contractor(s) in writing, sixty (60) days prior to the annual anniversary date of the contract to be effective for the subsequent year. #10..
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37 DELIVERY LOCATIONS
ADDRESS CITY LOCATION NAME/SUITE #
1000 L ST MODESTO PRN CENTRE PLAZA
1010 10TH ST MODESTO STE 6100 CITY MANAGERS OFFICE
1010 10TH ST MODESTO 4TH FLOOR - UTILITIES CONSTRUCTION 1010 10TH ST MODESTO STE 2200
1010 10TH ST MODESTO STE 3100
1010 10TH ST B460 MODESTO BASEMENT
1101 9TH ST MODESTO PARKING SERVICES
1124 F ST MODESTO MPD - PROPERTY AND EVIDENCE
113 ELM ST MODESTO TRAFFIC OPERATIONS AND ENGINEERING
1201 S CARPENTER RD MODESTO MODESTO WATER DIVISION TANK 6 121 ELM ST MODESTO PUBLIC WORKS DEPT
1221 SUTTER AVE MODESTO WASTEWATER ADMINISTRATION
1221 SUTTER AVE MODESTO BLDG 1 KITCHEN
1221 SUTTER AVE MODESTO BLDG 1 OPS
1221 SUTTER AVE MODESTO BLDG 1 LAB
1221 SUTTER AVE MODESTO BLDG 1 ENVIROMENTAL
1221 SUTTER AVE MODESTO BLDG 1 COLLECTIONS
1221 SUTTER AVE MODESTO BLDG 1 MAINTENANCE
211 BODEM ST MODESTO MODESTO SENIOR CITIZEN CENTER
3000 W MAIN AVE
CROWS

LANDING RACK IN FRONT OF RANGE HOUSE
3601 LITT RD MODESTO MARY GROGAN PARK
4240 LITT RD MODESTO STORES DIVISION
501 N JEFFERSON AVE MODESTO PARKS RECREATION & NEIGHBORHOODS DEPT. 501 N JEFFERSON ST MODESTO FORESTRY DIVISION BLDG 1A
501 N JEFFERSON ST MODESTO STORES DIVISION BLDG 4A
501 N JEFFERSON ST MODESTO STREET DIVISION
501 N JEFFERSON ST MODESTO ELECTRICAL DEPT BLDG 4B
501 N JEFFERSON ST MODESTO PARKING SERVICES BLDG 1B
501 N JEFFERSON ST MODESTO PARKS MAINT BREAKROOM BLDG 3 600 10TH ST MODESTO MODESTO POLICE DEPARTMENT TRAINING UNIT 615 SIERRA DR MODESTO MADDUX YOUTH CENTER
7007 JENNINGS RD MODESTO SECONDARY WASTEWATER 44314
7007 JENNINGS RD MODESTO ADMIN
7007 JENNINGS RD MODESTO TRAINING ROOM
7007 JENNINGS RD MODESTO MBB BLDG
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38 610 11TH STREET MODESTO FIRE STATION 1
420 CHICAGO AVE MODESTO FIRE STATION 2
635 EL VISTA AVE MODESTO FIRE STATION 3
1505 BLUEGUM AVE MODESTO FIRE STATION 4
200 W BRIGGSMORE
AVE MODESTO FIRE STATION 5
2700 STANDIFORD AVE MODESTO FIRE STATION 6
1800 MABLE AVE MODESTO FIRE STATION 7
4025 FARA BIUNDO AVE MODESTO FIRE STATION 9
148 IMPERIAL AVE MODESTO FIRE STATION 10
4225 CARVER RD MODESTO FIRE STATION 11
4820 SALIDA BLVD SALIDA FIRE STATION 12
2755 THIRD ST CERES FIRE STATION 15
3101 FOWLER RD CERES FIRE STATION 18
830 PECOS AVE MODESTO FIRE STATION 19
450 S. WILLOWWOOD
DR OAKDALE FIRE STATION 27
325 EAST G ST OAKDALE FIRE STATION 28
17700 MAIN ST KNIGHTS FERRY FIRE STATION 29
409 12TH ST MODESTO MODESTO FIRE ADMINISTRATION
420 SERVICE RD MODESTO FIRE TRAINING STATION 17
#10..
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39 SAMPLE AGREEMENT

SAMPLE ANNUAL AGREEMENT - SERVICES
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________, 202X, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and _________________, a ______ _______, hereinafter called CONTRACTOR.

W I T N E S E T H:

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

NOW, THEREFORE, the parties hereto mutually agree as follows:
#10..
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40 1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and insurance necessary to perform and complete the required work as specified in Exhibit “C”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $_________________. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $____________. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

AGREEMENT PRICING
[TBD – Insert Pricing Table Here]

3. CITY REPRESENTATIVE:

CITY Representative is:
________________________ ____________________________
The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division. #10..
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41 4. TERM OF AGREEMENT:

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

Year 1: 2021 through 2022
Year 2: 2022 through 2023
Year 3: 2023 through 2024
Year 4: 2024 through 2025
Year 5: 2025 through 2026
Pricing as set forth in Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

5. LIABILITY INSURANCE:

The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit of $2,000,000 applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional #10..
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42 liability.
b. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Workers' Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000 per accident for bodily injury or disease.

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

The CITY, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation.

For any claims related to this AGREEMENT, the CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance #10..
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43 maintained by CITY, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.

7. PAYMENT:

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

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

9. VENUE & GOVERNING LAW:

11. COMMENCEMENT AND COMPLETION OF THE WORK:

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

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2023-_______;
b. CONTRACTOR Bid submittal;
c. IFB No. 20??-??;
d. Contractor’s City of Modesto business license
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45 12. TERMINATION OF SERVICES:

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

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

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and #10..
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46 material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

13. COMPLIANCE WITH ALL LAWS:

15. ASSIGNMENT OF RIGHTS: The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this AGREEMENT or any allowed subcontract. The assignment made by CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective #10..
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48 at the time the CITY makes final payment to The CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

18. NOTICES:

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

CONTRACTOR: __________________
__________________
__________________
__________________

CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353

Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.
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49 19. SIGNATORY(IES) FOR CONTRACTOR:

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

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

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

The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. #10..
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50 b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT. e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

25. RECORDS: All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY. CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse or otherwise dispose of the documents without CONTRACTOR’s permission. It is understood and agreed that the #10..
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51 documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the City and are not necessarily suitable for any future or other use.

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

29. ASSIGNMENT:

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

30. WAIVER:

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

32. MISCELLANEOUS:

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

33. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.

34. PARTIAL INVALIDITY:

If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
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53 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested by its City Clerk under authority of Resolution No. 202?-_______, adopted by the Council of the City of Modesto on the _____________ day of _____________________, 20?? and _____________________has caused this Agreement to be duly executed.

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

DIANE NAYARES-PEREZ, CMC,
City Clerk

(SEAL)

APPROVED AS TO FORM:

By: ____________________________
JOSE M. SANCHEZ,
City Attorney

By: ____________________________
JOE F. RODRIQUEZ,
Risk Manager
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ITEM # STOCK # ITEM/DESCRIPTION QTY UNIT OF

ISSUE UN PRC EXTENSION UN PRC EXTENSION UN PRC EXTENSION UN PRC EXTENSION 1 5 GAL FILLED WATER BOTTLE 1450 BTL $7.00 $10,150.00 $6.59 $9,555.50 $7.29 $10,570.50 NO BID NO BID 2 5 GAL DEPOSIT 1450 BTL $8.00 $11,600.00 $0.00 $0.00 $6.00 $8,700.00 NO BID NO BID 3 FUEL DELIVERY CHARGE 50 LOT $13.00 $650.00 $9.99 $499.50 $13.99 $699.50 NO BID NO BID SUBTOTAL FOR 5 GALLON DELIVERY $22,400.00 $10,055.00 $19,970.00 4 600050 BOTTLED WATER (16 OZ BOTTLES) 10900 CS $4.00 $43,600.00 $5.49 $59,841.00 $6.29 $68,561.00 $10.85 $118,265.00 5 CA DEPOSIT (CRV) 10900 CS $0.80 $8,720.00 $1.20 $13,080.00 $1.20 $13,080.00 $1.20 $13,080.00 6 FUEL DELIVERY CHARGE 50 LOT $300.00 $300.00 $9.99 $499.50 $13.99 $699.50 $0.00 $0.00 SUBTOTAL FOR 24 PK BOTTLED WATER $52,620.00 $73,420.50 $82,340.50 $131,345.00 7 8 DISPENSER RENTAL TOP LOADING 25 MONTH $8.00 $200.00 $4.99 $124.75 $3.99 $99.75 NO BID NO BID 9 DISPENSER RENTAL BOTTOM LOADING 25 MONTH $8.00 $200.00 $0.00 $3.99 $99.75 NO BID NO BID 10 PALLET DEPOSIT 1 EA $3.00 $150.00 $0.00 $0.00 $25.00 $25.00 NO BID NO BID 11 DISPENSER PURCHASE BOTTOM LOADING 25 EA $299.99 $7,499.75 12 CITY OF MODESTO
PO BOX 642 MODESTO CA 95353
IFB NO. 2324-11 BOTTLED WATER

MODESTO, CA LIVERMORE, CA MABLETON, GA PURCHASE, NV
ROICNS LLC BLUE TRITON BRANDS PRIMO WATER N.A. PEPSI COLA CO. #10..
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2/6/2024 4:00:00 PM

OFFICE OF THE CITY CLERK

NOTICE OF SPECIAL MEETING
Please take notice that a special Closed Session meeting of the Council of the City of Modesto has been called pursuant to Section 2-1.02 of the Modesto Municipal Code to be convened on
TUESDAY, MARCH 5, 2024 AT 5:00 PM
and after the regularly scheduled meeting in the Tenth Street Place, Chambers Conference Room, Basement Level, 1010 Tenth Street, Modesto, California.

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

The business to be considered at said City Council meeting shall consist of a Closed Session concerning the following:

CLOSED SESSION
CONFERENCE WITH LEGAL COUNSEL – EXISTING LITIGATION
One Case (Pursuant to Section 54956.9(d)(1) of the Government Code) Name of Case: Silvina Martinez v. City of Modesto
Superior Court of California, County of Stanislaus
Case No.: CV-19-006820

BY ORDER OF THE CHAIR
/S
Diane Nayares-Perez, City Clerk
Posted pursuant to Government Code Section 54956 on the bulletin board at Tenth Street Place on at by
date time signature
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Modesto City CouncilMarch 5, 2024

Modesto City Council
March 5, 2024