Agenda packet — Finance Committee, June 24, 2024 (part 2 of 4)

Prior to 2018, City staff utilized citywide blanket purchase orders to purchase these essential fleet parts. Experience over several fiscal years shows that the blanket purchase orders for these vendors have consistently exceeded the $50,000 threshold which has resulted in the Purchasing Division needing to secure Council’s approval. Staff has met with these suppliers to gather information in order to competitively bid these items, but they have found that with the everfluctuating market and vast majority of parts, it was not feasible to proceed with a competitive bid process. As such, staff recommends agreements with multiple vendors from whom the range of anticipated parts needed are available at varying discounts ranging from 7-15% to the City of Modesto.

DISCUSSION:

The Finance Department Purchasing Division evaluated competitive bidding pricing through several cooperative agreements which include the State of California, OMNIA Partners and Sourcewell to evaluate other awarding competitive vendors. As part of this review, the Public Works Fleet Division has determined there is a need to purchase Fleet parts from Terex Services and Golden State Emergency Vehicle Services based on these vendors being the sole distributor for certain Fleet parts. The Purchasing Division evaluated other vendors who are selling similar parts or through resale at a higher price.

The Fleet parts that these vendors provide include the following material from Terex Services for specialized heavy equipment, specifically parts for Aerial Devices, Digger Derricks, and Pressure Diggers, their associated controls, hydraulics, generators, the fire apparatus replacement parts and material are provided through Golden State Emergency Vehicle Services for specialized pumps, transmission, and engine components. Fire apparatus built by Pierce Manufacturing are covered through Golden State Emergency Vehicle Services as the authorized dealership addressing comprehensive technical support, including repairs components on items such as chassis, body, electrical, pumps, and aerial elements on the apparatus. These vendors are located in close proximity to Modesto as they are in Stockton and Sacramento; therefore, these vendors are able to provide quick turnaround and delivery of the parts needed for the City’s Fleet inventory. The Finance Department Purchasing Division evaluated similar parts with other competitive vendors and these two vendors were the lowest in cost.

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.” Based on the price analysis conducted by City staff these agreements would comply with this exception based on Terex Services and Golden State Emergency Vehicle Services providing the lowest cost compared to competitive vendors identified outside of Modesto.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year (FY) 2024-25 to support the cost for these agreements. The primary funding source will be funded by the Fleet Fund and secondary funding sources through outside service agreements such as fire service contracts and Stanislaus Regional Transit Authority. An increase is being recommended for the new agreements due to #5..
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Finance Committee, June 24, 2024
Equipment and Vehicle Parts and Services Agreements

Page 3 of 3 ends

anticipated increase in inflation and new fleet vehicles that will be added to the City’s inventory associated with the addition or increased services through City programs funded by Measure H.

Below is a summary of the last three-year spending for the two vendors.

Year Terex Services Golden St. Emergency Vehicle Services 1 $ 14,878 $ 43,420
2 $ 9,826 $ 48,554
3 $ 55,504 $ 143,441
Total $ 80,208 $ 235,415
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Purchasing Agreements for purchase of Equipment and Vehicle Parts and Services with Terex Services, Stockton, CA and Golden State Emergency Vehicle Services, Sacramento, CA for a two-year Agreement with three (3) one-year extension options, for an annual combined estimated amount of $250,000 and a total amount not to exceed $1,250,000 over five years; and forwarding to Council for approval.

Approved by:

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

1. TEREX Parts Agreement # 277046 - Parts

2. Exhibit B - Price Schedule Terex

3. Terex Cost Analysis

4. Golden State Emergency Vehicle Parts Agreement #277044

5. Golden State Emergency Vehicle Service Agreement #277045

6. Exhibit B Sole Source Letter Golden State

7. Exhibit C - Price Schedule Parts Golden State

8. Exhibit C - Price Schedule Services Golden State

9. Golden State Price Analysis
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1 TEREX GLOBAL ANNUAL PURCHASE AGREEMENT – PARTS ONLY
AGREEMENT # 277046
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 Terex Global a subsidiary of Terex Corporation, a corporation in Delaware, hereinafter called VENDOR, W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-XX authorizing the Award of Bid and agreement for the purchase of parts, materials, supplies or equipment described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the purchase of Parts as described in IFB 2324-05, attached hereto as Exhibit “B” and made a part hereof, and

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

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

Year one: JULY 10, 2024 THROUGH JULY 9, 2025
Year two: JULY 10, 2025 THROUGH JULY 9, 2026
Year three: JULY 10, 2026 THROUGH JULY 9, 2027
Year four: JULY 10, 2027 THROUGH JULY 9, 2028
Year five: JULY 10, 2028 THROUGH JULY 9, 2029

2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $125,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $625,000.
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2 B. Pricing during AGREEMENT Year one shall be as set forth in Exhibit B Pricing, attached hereto and made a part hereof by this reference.

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

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

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

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

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

6. AMENDMENTS: No changes to this AGREEMENT shall be effective unless mutual agreement of the parties, or the sole discretion of the City.

7. TERMINATION:

A. In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance. Within 30 days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

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

8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the #5..
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3 same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

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

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

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

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

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

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

15. INDEMNITIES:

B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages #5..
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4 from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR.

16. GOVERNING LAW: This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of law provisions or principles.

17. VENUE: Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

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

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

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

CONTRACTOR: Matthew Mayer
Territory Sales Manager
Terex Global
2610 Lycoming Street
Stockton, CA 95206
Phone: (916) 601-9479
Email: Matthew Mayer
CITY: City of Modesto
Kim Presson, Buyer
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Phone: (209) 577-5375
Email: [email protected]
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5 Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

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

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

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

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2024-XX adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2024 and _____________________has caused this Agreement to be duly executed. #5..
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Terex Utilities
Pricing Schedule
Exhibit "B"
Part # Description
H23105PTU GUARD; GUARD SHEAVE KIT, FULL KIT FOR GUARD
65307784TU HOLDER; HOLDER CHAINSAW SCABBARD
34359 CABLE; CABLE AUGER STOW 40906
627439 VALVE; LOWER BOOM CONTROL VALVE ASSEMBLY
* Able to add additional parts, as needed.
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Unit Cost
621.57
247.83

83.96 1,403.08
Terex Utilities
Pricing Schedule
Exhibit "B"
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REQUE
TE
NO Unit Part # Description
1 H23105PTU GUARD; GUARD SHEAVE KIT, FULL KIT FOR GUARD 2 65307784TU HOLDER; HOLDER CHAINSAW SCABBARD
3 34359 CABLE; CABLE AUGER STOW 40906
4 627439 VALVE; LOWER BOOM CONTROL VALVE ASSEMBLY
5 6
7 8
9 10
NO Labor/Shop RATE What Type of Service
1 Labor 160.00 hourly labor rate for any type of labor being performed 2 3
NO Competitors
1 There are only two Terex dealerships in the state of California for parts and service, Stockton and Fontana. 2 3
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Online Vendors
Unit Cost
Georgia Underground
Superstore
621.57 679.53
247.83

83.96 1,403.08

REQUEST FOR TOP TEN

TEREX SERVICES
Description

IT FOR GUARD
BARD

LVE ASSEMBLY
What Type of Service
ng performed
ompetitors
ockton and Fontana.
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Sheldon Hill Supply
270.83

VENDOR SPECIFIC

VENDOR SPECIFIC
Online Vendors
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1 GOLDEN STATE EMERGENCY VEHICLE SERVICES, INC ANNUAL PURCHASE AGREEMENT

PARTS ONLY
AGREEMENT # 277044
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 Golden State Emergency Vehicle Services, Inc., a S-Corporation, hereinafter called VENDOR,
W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No.2021-xx authorizing an agreement for the purchase of fire fleet materials, supplies or equipment described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the VENDOR provided a sole source letter that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the purchase of Parts as described attachment Price Schedule , attached hereto as Exhibit “C” and made a part hereof, and

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

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

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $62,500. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $312,500.

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

C. Pricing is based on quarterly average and days to pay accrued results. The discount will adjust quarterly for the life of the AGREEMENT.

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

6. AMENDMENTS: No changes to this AGREEMENT shall be effective unless mutual agreement of the parties or the sole discretion of the City.

7. TERMINATION:

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

8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY #5..
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3 premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

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

12. WARRANTY: Notwithstanding any other provisions of the purchase order, VENDOR will facilitate all warranties for the GOODS that are offered by the manufacturer. GOODS shall be of the most suitable grade as specified in this AGREEMENT, VENDOR’s own marketing materials and in the purchase order.

Moreover, VENDOR warrants and represents that GOODS shall comply with warranties of merchantability and fitness for a particular purpose. If a defect is discovered in any GOODS covered in this AGREEMENT, VENDOR shall help facilitate resolution through the manufacuturer, , including transportation/freight..

B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR.

CONTRACTOR: Daron M. Wright
President
Golden State Emergency Vehicle Services, Inc
7400 Reese Road
Sacramento, CA 95828
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5 Phone: (916) 330-1638
Email: [email protected]
CITY: City of Modesto
Kim Presson, Buyer
P.O. Box 642
Modesto, CA 95353
Phone: (209) 577-5375
Email: [email protected]
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

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

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2024-?? adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2024 and Golden State Emergency Vehicle Services has caused this Agreement to be duly executed. #5..
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1 GOLDEN STATE EMERGENCY VEHICLE SERVICES, INC ANNUAL AGREEMENT – SERVICES AGREEMENT #277045
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 Golden State Emergency Vehicle Servies, Inc.., an S-Corporation, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-xx authorizing an agreement for the purchase of fire fleet materials, supplies or equipment described herein the (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a Sole Source letter 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 SHOP RATES SERVICES as described in Price Schedule, attached hereto as Exhibit “C”, and made a part hereof.

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

1. THE WORK:
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2 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 $62,500.00 The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $312,500.00 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 attached hereto as Exhibit C.

2. PREVAILING WAGES:

In accordance with California Labor Code Section 1771, CONTRACTOR shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “C” not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services described in Exhibit “C” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code. In accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit A are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made available on request. Contractor must comply with all applicable laws and regulations that apply to wages #5..
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3 earned in performance of the services described in Exhibit “C”, including those set forth in Labor Code section 1770 et. seq. and in the IFB.

3. CITY REPRESENTATIVE:

CITY Representative is; Patrick Crowley, Senior Public Works Manager, phone: (209) 342-2274 email: [email protected].

The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of 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 CONTACT:

Daron M. Wright, President
Phone (916) 330-1638
Email: [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.

Year 1: July 10, 2024 through July 9, 2025
Year 2: July 10, 2025 through July 9, 2026
Year 3: July 10, 2026 through July 9, 2027
Year 4: July 10, 2027 through July 9, 2028
Year 5: July 10, 2028 through July 9, 2029
Pricing as set forth in Exhibit “C” above shall remain firm for the first two years of the AGREEMENT.

Price increases for any subsequent AGREEMENT years following the second year, shall not exceed the percentage change in the Consumer Price Index (CPI) for West Urban Area in any one #5..
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4 AGREEMENT year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

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. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurance limit. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.
b. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Workers' Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000 per accident for bodily injury or disease.

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 #5..
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5 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:

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 via e-Pay program The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
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6 P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT #277045
 Public Works Fleet Division, 1609 8th Street, Modesto, Ca 95354  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.

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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7 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 Sole Source Letter.
c. IFB No. 2324-104;
d. Bonds (IF APPLICALBLE);
e. 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 nonperformance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

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

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

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

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.

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:
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10 a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.

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

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

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 #5..
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11 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: Daron M. Wright
President
Golden State Emergency Vehicle Servies, Inc
7400 Reese Road
Sacramento, CA 95828
Phone: (916) 330-1638
Email: [email protected]
CITY: Kim Presson, Buyer
City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Phone: (209) 577-5375
Email: [email protected]
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

20. 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.

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

22. FUNDING:
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12 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.

23. 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.

24. 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.
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13 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. 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. 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. FACILITIES AND EQUIPMENT:

Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all facilities and #5..
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14 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.

28. 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.

29. 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.

30. 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.

31. 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.

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

33. MISCELLANEOUS:

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

34. 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.

35. 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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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 Golden State Emergency Vehicle Services has caused this Agreement to be duly executed.
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PIERCE MANUFACTURING INC.

AN OSHKOSH CORPORATION COMPANY • ISO 9001 CERTIFIED
2600 AMERICAN DRIVE
POST OFFICE BOX 2017
APPLETON, WISCONSIN 54912-2017
920-832-3000 • FAX 920-832-3208
www.piercemfg.com
January 10, 2024
RE: Sole Source
To whom it may concern:

To provide you with the personalized level of sales, service, and warranty you deserve, Pierce has established a network of authorized dealers throughout the country. Golden State Fire Apparatus, Inc. is the exclusive dealer for the sale, service, parts, and warranty of custom and commercial fire apparatus manufactured by Pierce in the California counties of: Alameda, Alpine, Amador, Butte, Calaveras, Colusa, Contra Costa, Del Norte, El Dorado, Fresno, Glenn, Humboldt, Inyo, Kings, Lake, Lassen, Madera, Marin, Mariposa, Mendocino, Merced, Modoc, Mono, Monterey, Napa, Nevada, Placer, Plumas, Sacramento, San Benito, San Francisco, San Joaquin, San Mateo, Santa Clara, Santa Cruz, Shasta, Sierra, Siskiyou, Solano, Sonoma, Stanislaus, Sutter, Tehama, Trinity, Tulare, Tuolumne, Yolo and Yuba.

Golden State Fire Apparatus, Inc. is extremely qualified to provide you with the support you have come to expect from Pierce and has service & warranty facilities located in Sacramento, CA.

Please contact Golden State Fire Apparatus, Inc. direct for Sales support or visit their website for more information at www.goldenstatefire.com.

Sincerely,
Charley Hopp
Manager – Contracts and Sales Support
Pierce Manufacturing Inc.
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Exhibit C
Price Schedule
Part #
Unit
Cost
2684221-0020 314.96
2762220-0020 368.74
4412842 742.92
1721211 875.08
2063962 1,727.66
1347625 967.58
2756431 249.23
1322218 115.68
551371 294.09
2254637 2,138.46

SPLITFACE MIRROR ASSY
Description
SEAT BELT 3 PT RIGHT FRONT RH
BELT; SEAT BELT 3 PT ST00 RFLH RED L9

CLAMP AIR ACTUATED LADDER LOCK

FLOW METER FOR HUSKY FOAM PUMP
SWITCH; DEFROSTER SWITCH AND CABLE - CONTROL PANEL
FAN; FAN A/C CONDENSER
DIPSTICK; DIPSTICK ASSY ENGINE OIL
LAMP; LOW BEAM 8800 LED HEADLIGHT
RADIATOR; RADIATOR ALUM
Additional parts to be added as needed.
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Exhibit C
Price Schedule
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NO Unit Part # Description
1 2684221-0020 SEAT BELT 3 PT RIGHT FRONT RH
2 2762220-0020 BELT; SEAT BELT 3 PT ST00 RFLH RED L9
3 4412842

SPLITFACE MIRROR ASSY
4 1721211 CLAMP AIR ACTUATED LADDER LOCK
5 2063962 FLOW METER FOR HUSKY FOAM PUMP
6 1347625 SWITCH; DEFROSTER SWITCH AND CABLE - CONTROL PANEL 7 2756431 FAN; FAN A/C CONDENSER
8 1322218 DIPSTICK; DIPSTICK ASSY ENGINE OIL
9 551371
LAMP; LOW BEAM 8800 LED HEADLIGHT
10 2254637 RADIATOR; RADIATOR ALUM
NO Labor/Shop RATE What Type of Service
1 Labor 170.00 hourly labor rate for any type of labor being performed 2 3
NO Competitors
1 There are only two Pierce dealers in California, Golden State Fire in Sacramento and South Coast Fire Equipment 2 3
#5..
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Online V
Unit
Cost Fire Line Equipment
314.96 677.99
368.74 677.99
742.92
875.08 896.99
1,727.66
967.58
249.23
115.68 665.28
294.09
2,138.46
7,794.40

REQUEST FOR TOP TEN

GOLDEN STATE EMERGENCY VEHICLE SERVICE
Description
ED L9
K
MP

CABLE - CONTROL PANEL
IL
GHT
What Type of Service
ng performed
ompetitors
South Coast Fire Equipment Inc in Corona
#5..
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#5..
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Banner Fire Equipment
Inc Fleet Pride
Grainger Industrial
Supply
284.69 281.59
334.84
(set of 4 - $391.25 ea)
1564.99 333.55
Online Vendors
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unable to locate actual
pricing online

VENDOR SPECIFIC

VENDOR SPECIFIC
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 24, 2024
Date: May 15, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice Chair
David Wright, Member

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

Consider an Agreement with Burton Fire, Modesto, CA for the purchase of fire fleet parts and services for a total amount not to exceed $625,000 over five years and forwarding to Council for approval. (Funding Source: General Fund and Outside Fire Contract Agencies) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The Public Works Fleet Division provides the maintenance for all City vehicles and equipment.

Modesto Fire Department which also includes the outside fire contract services with City of Ceres, Salida Fire District, City of Turlock, Consolidated Fire and Oakdale Fire Departments are one of the departments the Fleet Division provides parts and services for their fleet. The Fleet Division maintains over 137 vehicles, apparatus and equipment for Modesto Fire and outside fire contract services. Burton Fire is the sole source distributor for Rosenbauer America sales and service dealer for fire apparatus and fire specialized equipment parts.

The Fleet Division has been submitting stand-alone purchase requisition based on the need but there has been a significant increase in the use of parts and services with the addition of the outside fire contract services with the various fire agencies. In addition, several of our apparatus have aged and are close to reaching their useful life which has increased the cost for these parts and services.
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Finance Committee, June 24, 2024
Burton Fire Agreement for Fire Fleet Parts and Services

Page 2 of 3 ends

DISCUSSION:

With the increase in annual spending, somewhat associated with inflation, City staff recommends entering into a multi-year agreement to establish pricing controls and ensure that the City stays within Council authority limits for agreements. The local distributor, Burton Fire, is the sole distributor for the parts needed to manage the fire fleet parts and services. By establishing this agreement, this will ensure that the City is maintaining the services needed for Modesto Fire and outside fire services in a timely manner.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services, to follow formal bid procedures.

However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. Here, Burton Fire is the sole distributor for the fire parts needed to manage the apparatus vehicles for Modesto Fire and outside fire contract services. Therefore, staff recommends that the purchase of fire parts from Burton Fire be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b), since Burton Fire is the Sole Provider of the parts needed to manage the fire fleet parts and services.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year (FY) 2023-24 to cover the cost for this agreement, and the Fleet Division will budget for these parts for the future budget adoptions. Once Fleet incurs the original cost for these parts, these expenses will be billed to the General Fund and through the City’s outside fire contract service agreements. The spending history over the last five years with Burton Fire is outlined below:

Fiscal Year Amount
2019-20 $ 24,011
2020-21 $ 32,054
2021-22 $ 32,569
2022-23 $ 58,537
2023-24 (thru Mar 2024) $ 171,405
Total $ 318,576
In Fiscal Year 2023-24, there was an increase in annual spending associated with the Modesto Fire outside service agreements with the various districts. This is specifically related to apparatus that are maintained by the City requiring unanticipated repairs. Further, Burton Fire is the local authorized parts and material distributor which resulted in a significant increase in expenditures that were unanticipated. Several extensive repairs were required for returning the apparatus to front-line duty status.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Agreement for the purchase of fire fleet parts for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount of $125,000 and a total amount not to exceed $625,000 over five years; and forwarding to Council for approval. #6..
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Finance Committee, June 24, 2024
Burton Fire Agreement for Fire Fleet Parts and Services

Page 3 of 3 ends

Approved by:

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

1. Burton Fire Services Agreement – #276124

2. Burton Fire Parts Agreement – #276123

3. Bid Waiver – Sole Distributor

4. Exhibit C - Parts Discount

5. Exhibit C - Shop Rates
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1 BURTON’S FIRE INC ANNUAL AGREEMENT – SERVICES
AGREEMENT #276124
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 Burton’s Fire Inc., an S-Corporation, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-xx authorizing an agreement for the purchase of fire fleet materials, supplies or equipment described herein the (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a Sole Source letter 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 SHOP RATES SERVICES, attached hereto as Exhibit “C”, and made a part hereof .

NOW, THEREFORE, the parties hereto mutually agree as follows:
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2 1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and insurance necessary to perform and complete the required work as specified in Exhibit “C”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount of $62,500.00 The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $312,500.00 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 attached Exhibit C.

2. CITY REPRESENTATIVE:

CITY Representative is; Patrick Crowley, Senior Public Works Manager, phone: (209) 342-2274 email: [email protected].

3. CONTRACTOR CONTACT:

Brian Wilkes, Administrative Manager
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3 Phone (209) 846-7414
Email: [email protected]

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 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, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

5. LIABILITY INSURANCE:

The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general #6..
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4 aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurance limit. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.
b. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Workers' Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000 per accident for bodily injury or disease.

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

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

The 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, #6..
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5 shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the CITY’s Risk Manager.

6. PAYMENT:

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 #276124
 Public Works Fleet Division, 1609 8th Street, Modesto, Ca 95354  Billing period
 Service hours worked day and week
 Unit price, extended price, sales tax and total

7. INDEMNITY: The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising #6..
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6 directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its agents, officials, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance.

8. VENUE & GOVERNING LAW:

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

10. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced 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 Sole Source Letter.
c. IFB No. 2342-94;
d. Bonds (IF APPLICALBLE);
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7 e. Contractor’s City of Modesto business license

11. TERMINATION OF SERVICES:

Termination by City for Convenience: The City may also terminate this AGREEMENT the Contractor's performance 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, #6..
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8 specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.

CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the CONTRACTOR after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, #6..
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9 reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

12. COMPLIANCE WITH ALL LAWS:

13. FAILURE TO PERFORM SATISFACTORY WORK:

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

14. ASSIGNMENT OF RIGHTS:

The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this #6..
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10 AGREEMENT or any allowed subcontract. The assignment made by CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective at the time the CITY makes final payment to The CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

15. CITY PROCESS/PROCEDURE APPROVALS:

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

16. DIR REGISTRATION:

Pursuant to Labor Code section 1771.1, CONTRACTOR may not engage in the performance of the Services set forth in Exhibit “C”, unless currently registered and qualified to perform public work pursuant to Section 1725.5 thereof. As required in Section 7029.1 of the Business and Professions Code or by Section 10164 or 20103.5 of the Public Contract Code, that during term of this AGREEMENT, CONTRACTOR shall be registered to perform public work pursuant to Section 1725.5 thereof.

17. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES: If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event 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:

CONTRACTOR: Brian Wilkes
Administrative Manager
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11 Burton’s Fire Inc.
1301 Doker Drive
Modesto, CA 95351
Phone: (209) 846-7414
Email: [email protected]
CITY: Kim Presson, Buyer
City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Phone: (209) 577-5375
Email: [email protected]
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

19. SIGNATORY(IES) FOR CONTRACTOR:

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

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

21. FUNDING:

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

22. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES:

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

The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT. e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap #6..
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13 discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

24. CONTRACTOR LICENSES & PERMITS:

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

25. RECORDS:

26. FACILITIES AND EQUIPMENT:

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

27. INDEPENDENT CONTRACTOR; NOT AGENT:

At all times during the term of this AGREEMENT, CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR’s services 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 #6..
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14 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

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, #6..
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15 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:

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 Burton Fire has caused this Agreement to be duly executed. #6..
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1 BURTON’S FIRE INC ANNUAL PURCHASE AGREEMENT – PARTS ONLY AGREEMENT # 276123
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 Burton’s Fire Inc., a S-Corporation, hereinafter called VENDOR,
W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-xx authorizing an agreement for the purchase of fire fleet materials, supplies or equipment described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the VENDOR provided a sole source letter that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the purchase of parts at the rates attached hereto as Exhibit “C” and made a part hereof, and

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

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

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

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

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

6. AMENDMENTS: No changes to this AGREEMENT shall be effective unless mutual agreement of the parties or the sole discretion of the City.

7. TERMINATION:

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

8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu #6..
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3 thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

15. INDEMNITIES:

A. VENDOR agrees to protect, indemnify and save harmless CITY and its agents, officers, employees, and volunteers from any claim, loss or damage from VENDOR’s, or the GOODs’, infringement of trademarks, patents, copyrights and unfair competition action with to any third party. #6..
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4 B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR.

CONTRACTOR: Brian Wilkes
Administrative Manager
Burton’s Fire Inc.
1301 Doker Drive
Modesto, CA 95351
Phone: (209) 846-7414
Email: [email protected]
CITY: City of Modesto
Kim Presson, Buyer
P.O. Box 642
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5 Modesto, CA 95353
Phone: (209) 577-5375
Email: [email protected]
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

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

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2024-?? adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2024 and Burton Fire has caused this Agreement to be duly executed. #6..
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Exhibit C
Description Discount
Akron Valves, Nozzles, VMUX 20%
Class One/Hale 20%
Detroit Parts 20%
Freightliner 20%
International Truck Parts 20%
Pierce Parts 20%
Rosenbauer Parts Get Best Price
Waterous Parts 20%
Whelen Lighting 20%
*Discounts are reflected on each invoice list price then discounted price. #6..
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Exhibit C
Description Rate
Shop Rates (per hour) $175.00
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 24, 2024
Date: June 4, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice Chair
David Wright, Member

THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Public Safety Fleet Replacement Vehicles
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider the purchase of various fleet replacements for public safety fleet vehicles which include twenty-two (22) Ford Interceptors and five (5) Chevrolet Tahoes in an amount not to exceed $1,980,238 and forwarding to Council for approval. (Funding Source: Fleet Replacement Fund) STRATEGIC PLAN ELEMENT:

This item advances the City of Modesto 2020-2025 Strategic Plan Area: Governance and Service Delivery: “build community trust in City government through responsive, transparent and efficient service delivery”; Goal J: “build a high-performance organization”.

BACKGROUND:

The Public Works Fleet Division provides the maintenance for all City vehicles and equipment.

Every year, City vehicles and equipment are individually evaluated based on their age, condition, mileage, and maintenance costs, including the addition of new vehicles due to the operational needs of the city. Following this process, a Fleet Replacement List is submitted to Council and is approved as part of a new fiscal year’s Public Works Fleet Budget.

As part of the FY 24-25 Budget Workshops during the week of April 15, 2024, it was determined there were a total of six (6) Ford Interceptors and one (1) Chevrolet Tahoe for a total of seven (7) vehicles in need of replacement for the Modesto Fire and Modesto Police Departments. Upon further review, Public Works Fleet identified additional public safety vehicles in need of replacement. Public Works Fleet, working in collaboration with the Police Department, evaluated total cost of ownership (TCO) for first responder front line vehicles. This evaluation determined a significant increase in repair costs as these vehicles approach 100,000 service miles. Based on this evaluation, 20 additional vehicles were added to the list of vehicles in need of #7..
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Finance Committee, June 24, 2024
Public Safety Fleet Replacement Vehicles

Page 2 of 3 ends

replacement. Due to major engine and transmission repairs, a majority of the vehicles experienced significant repair costs that resulted in the service life repair costs exceeding the value of a replacement vehicle. The range for lifecycle costs for repairs range between $50,000- $98,000, with an average repair cost of $67,600, and a replacement Interceptor utilizing the piggyback agreement from the State Contract averaging $61,000. This analysis was completed after the Budget Workshops and was not integrated into the City Budget for FY2024-25.

Exhibit A provides the vehicle history of the current replacement public safety vehicles has been provided capturing the age, meter reading and cumulative repair cost to manage this vehicle.

DISCUSSION:

IFB 23-24-106 Five (5) Chevrolet Tahoes and Twenty-two (22) Ford Interceptors On January 3, 2022, State of California, Department of General Services issued an Invitation for Bids under Event ID #0000020265 for Enforcement Vehicles and Police Pursuit on the State of California’s bidding website. On February 4, 2022, the bid opening was conducted at the State of California, Department of General Services at their Sacramento office. Three (3) bids were received and based on the lowest cost to a responsive and responsible bid, Folsom Ford, Folsom, CA was awarded the agreement for the Ford Interceptors under State Contract #1-22-23-14C and Winner Chevrolet was awarded the bid for Chevrolet Tahoes under State Contract #1-22-23-14B.

Based on the lowest responsive and responsible bid, City staff recommends to award to Folsom Ford, Folsom, CA for the purchase of twenty-two (22) Ford Interceptors in an amount not to exceed $1,374,633 and Winner Chevrolet for the purchase of five (5) Chevrolet Tahoes in an amount not to exceed $347,311.

State of California is the public agency which facilitated the bidding process to allow the City to utilize a cooperative agreement with the awarding vendor(s) to streamline the procurement process by developing IFBs or Request for Proposals (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 State of California to offer exceptional products from nationally acclaimed vendors.

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 State of California bidding process, the City is complying with the requirements defined under this code for the twenty-two (22) Ford Police Interceptors and five (5) Chevrolet Tahoes.

For all vehicles and equipment, City staff recommends applying a change order of up to 15% in case any market changes occur between the timeframe of when the order is placed with the vendor and when the production of the vehicle is completed. With current inflation and the volatile vehicle market, City staff will ensure any price increases requested by the vendor align with the market change based on using the Commodities Research Unit indexes which focuses on indexes related to steel.
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Finance Committee, June 24, 2024
Public Safety Fleet Replacement Vehicles

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With the new California Air Resource Board (CARB) zero-emission regulations as described in the Advanced Clean Fleets Regulation for State and Local Government Agency Fleet Requirements, § Section 2013(c)4, Under State and Local Government Fleet Applicability, Definitions, and General Requirements, California Vehicle Code (CVC) Section 165, emergency vehicles are exempt under the current regulation to convert from internal combustion engines (ICE) to zero-emission vehicles.

FISCAL IMPACT:

Sufficient funds for the twenty-two (22) Ford Police Interceptors and five (5) Chevrolet Tahoes are budgeted in Fiscal Year 24-25 in the Fleet Replacement Fund.

Below is a summary of the Fleet Replacements:

IFB No. Type of Fleet
Original
Amount
Change
Order
Amount not
to Exceed
2324-106 Five (5) Chevy Tahoes $ 347,311 $ 52,098 $ 399,409 2324-106 Twenty-two (22) Ford Interceptors $ 1,374,633 $ 206,196 $ 1,580,829 Grand Total $ 1,721,944 $ 258,294 $ 1,980,238
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Competitive Bidding Process from the State of California, Department of General Services to Folsom Lake Ford, Folsom, CA for the purchase of twenty-two (22) Ford Police Interceptors for an amount not to exceed $1,374,633; and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.

Motion recommending the Competitive Bidding Process from the State of California, Department of General Services to Winner Chevrolet, Elk Grove, CA for the purchase of five (5) Chevrolet Tahoes for an amount not to exceed $347,311 and authorizing the Purchasing Manager, or her designee, to issue the Purchase Order; and authorizing the Purchasing Manager or her designee to execute any Change Orders not to exceed 15% of the total purchase price.

Approved by:

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

1. Quote – Folsom Lake Ford - (22) Ford Police Interceptors

2. Quote – Winner Chevrolet – (5) Chevrolet Tahoes

3. Exhibit A – Vehicle Replacement History
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Line Description QTY Per Unit Price Extended Price
1 2024 Ford Police Interceptor Utility AWD 3.3L V6 Gas Enging. 22 $56,991.00 $1,253,802.00 2 Documentation Fee 22 $85.00 $1,870.00
3 Sales Tax (8.875%) 22 $5,065.50 $111,441.00
4 Delivery to Modesto (non-taxable) 22 $300.00 $6,600.00 5 DMV Electronic Fee (non-taxable) 22 $33.00 $726.00
6 California Tire Fee (non-taxable) 22 $8.75 $192.50
FINAL PRICE $62,483.25 $1,374,631.50
Quote #6062024 Folsom Lake Ford State of California Contract #1-22-23-14C #7..

Line Description QTY Per Unit Price Extended Price
1 2024 Tahoe - (Police) engine size etc 4 $63,784.00 $255,136.00 2 Documentation Fee 4 $85.00 $340.00
3 Sales Tax (8.875%) 4 $5,668.37 $22,673.48
4 Delivery to Modesto (non-taxable) 4 $250.00 $1,000.00 5 DMV Electronic Fee (non-taxable) 4 $0.00
6 California Tire Fee (non-taxable) 4 $8.75 $35.00
FINAL PRICE $69,796.12 $279,184.48
Quote #C5801G Winner Chevrolet State of California Contract #1-22-23-14B Line Description QTY Per Unit Price Extended Price
1 2024 Tahoe (Fire) - engine size etc 1 $62,250.00 $62,250.00 2 Documentation Fee 1 $85.00 $85.00
3 Sales Tax (8.875%) 1 $5,532.23 $5,532.23
4 Delivery to Modesto (non-taxable) 1 $250.00 $250.00
5 DMV Electronic Fee (non-taxable) 1 $0.00
6 California Tire Fee (non-taxable) 1 $8.75 $8.75
FINAL PRICE $68,125.98 $68,125.98
Quote #C5800G Winner Chevrolet State of California Contract #1-22-23-14D OVERALL TOTAL $347,310.46
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Winner Chevrolet DATE June 7, 2024
To: Kim Presson Quotation # C5800G
City of Modesto
916-509-8595 1609 8th Street
916-813-4592 Modesto, CA 95354
Prepared by: Casey De Koning
(209) 577-5375
Comments or special instructions: Vehicle build and options are in additional pages.

AMOUNT
$ 52,700.00
$ 3,825.00
$ 5,725.00
$ 62,250.00
DOC Fee $ 85.00
Taxable Subtotal: $ 62,335.00

8.875% $ 5,532.23
Tire Fee: $8.75
$ 250.00
Total: 68,125.98 $
If you have any questions concerning this quotation, contact Jerry Powers at 916-426-5752 or email at [email protected]
Line 3 Chevrolet Tahoe 4x4
Options (Refer to Window Sticker):
****Disclaimer****
Delivery Charge:

These prices for the vehicle are just place holders. There will be increases for the vehicle **** specs with the PO or the vehicle will not be ordered. **** Subtotal
for 2025 and the price shown is an estimated amount. The Department understands that a PO may have to be modified at a later date.
**** Please review, sign, and return a copy of the quote and **** ___________________________________________________
7220 Fawn Way,
Sacramento, CA 95823
State Contract # 1-22-23-23D
****Shipping charge added for deliveries beyond Sacramento. No charge for will call.**** CA Tire Fee: $1.75 / Per Tire
Tax Rate(Subject to change):

Description
Upgrade to 2025 Model Year/SSV
(Order Acknowledgment Signature) (Date)
THANK YOU FOR YOUR BUSINESS!
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Elk Grove Auto Group/Winner Chevrolet, Inc.

Casey De Koning | 916-813-4592 | [email protected] Vehicle: [Fleet] 2024 Chevrolet Tahoe (CK10706) 4WD 4dr Commercial #7..
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Casey De Koning | 916-813-4592 | [email protected] This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.

Performance figures are guidelines only, and actual performance may vary. Photos may not represent actual vehicles or exact configurations. Content based on report preparer’s input is subject to the accuracy of the input provided.

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Table of Contents
• Dealership Information
• Window Sticker
• Standard Equipment
• Weight Rating
• Technical Specifications
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Elk Grove Auto Group/Winner Chevrolet, Inc.

Prepared By:

Casey De Koning
Elk Grove Auto Group/Winner Chevrolet, Inc.
916-813-4592
[email protected]
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Casey De Koning | 916-813-4592 | [email protected] Vehicle: [Fleet] 2024 Chevrolet Tahoe (CK10706) 4WD 4dr Commercial ( Complete ) This document contains information considered Confidential between GM and its Clients uniquely. The information provided is not intended for public disclosure. Prices, specifications, and availability are subject to change without notice, and do not include certain fees, taxes and charges that may be required by law or vary by manufacturer or region.

Data Version: 20963. Data Updated: Nov 14, 2023 6:49:00 PM PST.

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Window Sticker

SUMMARY
[Fleet] 2024 Chevrolet Tahoe (CK10706) 4WD 4dr Commercial Interior:Jet Black, Cloth seat trim
Exterior 1:Special Paint
Exterior 2:No color has been selected.

Engine, 5.3L EcoTec3 V8
Transmission, 10-speed automatic

OPTIONS

CODE MODEL MSRP
CK10706 [Fleet] 2024 Chevrolet Tahoe (CK10706) 4WD 4dr Commercial

OPTIONS
01U Special Paint $0.00
1FL Commercial Preferred Equipment Group $0.00
5J0 Calibration, Front (only) Park Assist Disable. $0.00 5J3 Calibration, Surveillance Mode interior lighting Inc. 5J9 Calibration, taillamp flasher, Red/White Inc.
5LO Calibration, taillamp flasher, Red/Red Inc.
5T4 Special paint, Victory Red WA 9260 $250.00
5W4 Identifier for Special Service vehicle $0.00
5Y1 Front center seat (20% seat) delete $0.00
6C7 Lighting, red and white front auxiliary dome $170.00 6J3 Wiring, grille lamps and siren speakers $92.00
6J4 Wiring, horn and siren circuit $55.00
6J7 Flasher system, headlamp and taillamp, DRL compatible with control wire
Inc.
6J9 Red Left/Red Right Whelen LED Lamp Package $1,950.00 AKP Glass, solar absorbing, non tinted
AMF Remote Keyless Entry Package $75.00
ATD Seat delete, third row passenger Inc.

ATZ Seat delete, second row ($412.00)
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AX2 Key, unique Inc.

AZ3 Seats, front 40/20/40 split-bench $0.00
BCV Lock control, driver side auto door lock disable Inc.

C6H GVWR, 7500 lbs. (3402 kg) $0.00
CWA Rear Camera Mirror Washer Inc.

DRZ Rear Camera Mirror, inside rearview auto-dimming $475.00 GU5 Rear axle, 3.23 ratio $0.00
H1T Jet Black, Cloth seat trim $0.00
IOR Audio system, Chevrolet Infotainment 3 system, 8" diagonal HD color touchscreen
$0.00
K3W Battery, 850 cold-cranking amps with 95 amp hour rating Inc.

K6K Battery, auxiliary, 760 cold-cranking amps with 70 amp hour rating Inc.

KX4 Alternator, 250 amps Inc.

L84 Engine, 5.3L EcoTec3 V8 $0.00
MHU Transmission, 10-speed automatic Inc.

PZX Wheels, 18" x 8.5" (45.7 cm x 21.6 cm) Bright Silver painted aluminum
$0.00
QDF Tires, 265/65R18SL all-season, blackwall $0.00
RC1 Skid plate, front Inc.

RM7 Wheel, full-size spare 17" x 8" (43.2 cm x 20.3 cm) steel Inc.

T53 Lamps, alternate flashing Red & Blue rear compartment lid warning $565.00 T66 Wiring provision, for outside mirrors and cargo side mirrors Inc.

TGK Special Paint, one color $450.00
UN9 Radio Suppression Package, with ground straps $95.00 UT7 Ground wires, blunt cut cargo area and blunt cut console area Inc.

V53 Luggage rack side rails, delete Inc.

VK3 License plate front mounting package $0.00
VPV Ship Thru, Produced in Arlington Assembly and shipped to Kerr Industries and onto Arlington Assembly
$0.00
VQ2 Fleet processing option $0.00
VXT Incomplete vehicle Inc.

VZ2 Speedometer calibration Inc.

WUA Fascia, front high-approach angle Inc.
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WX7 Wiring, auxiliary speaker. $60.00
YF5 Emissions, California state requirements $0.00
ZW7 Suspension Package, Premium Smooth Ride $0.00
___ Capless Fuel Fill Inc.
___ Exterior ornamentation delete Inc.
___ Instrumentation, analog Inc.
___ Theft-deterrent system, vehicle, PASS-Key III Inc.
___ Power supply, 50-amp, power supply, auxiliary battery Inc. ___ Power supply, 100-amp, auxiliary battery, rear electrical center Inc. ___ Power supply, 120-amp, (4) 30-amp circuit, Primary battery Inc. ___ Seat belts, 3-point, all seating positions Inc.
___ Protected idle Inc.

FUEL ECONOMY
Est City:14 (2023) MPG
Est Highway:20 (2023) MPG
Est Highway Cruising Range:480.00 mi
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Standard Equipment
Mechanical
Engine, 5.3L EcoTec3 V8 with Dynamic Fuel Management, Direct Injection and Variable Valve Timing, includes aluminum block construction (355 hp [265 kW] @ 5600 rpm, 383 lb-ft of torque [518 Nm] @ 4100 rpm) (STD) Transmission, 10-speed automatic electronically controlled with overdrive, includes Traction Select System including tow/haul (STD)
Rear axle, 3.23 ratio
Suspension Package, Premium Smooth Ride (STD)
GVWR, 7500 lbs. (3402 kg) (4WD models only.) (STD)
Keyless start, push button
Automatic Stop/Start
Engine control, stop/start system disable button, non-latching Engine air filtration monitor
Fuel, gasoline, E15
Transfer case, active, single-speed, electronic Autotrac does not include neutral. Cannot be dinghy towed (4WD models only. Deleted when (NHT) Max Trailering Package is ordered.) Differential, mechanical limited-slip
4-wheel drive
Air filter, heavy-duty
Cooling, external engine oil cooler, heavy-duty air-to-oil integral to driver side of radiator Cooling, auxiliary transmission oil cooler, heavy-duty air-to-oil Battery, 730 cold-cranking amps with 80 amp hour rating Alternator, 220 amps
Trailering equipment includes trailering hitch platform, 7-wire harness with independent fused trailering circuits mated to a 7-way connector and 2" trailering receiver
Trailer sway control
Hitch Guidance
Suspension, front coil-over-shock with stabilizer bar
Suspension, rear multi-link with coil springs
Steering, power
Brakes, 4-wheel antilock, 4-wheel disc with DURALIFE rotors Exhaust, single system, single-outlet
Mechanical Jack with tools
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Exterior
Wheels, 18" x 8.5" (45.7 cm x 21.6 cm) Bright Silver painted aluminum (STD) Tires, 265/65R18SL all-season, blackwall (Standard with (PZX) 18" Bright Silver painted aluminum wheels only.) (STD)
Wheel, full-size spare, 17" (43.2 cm)
Tire, spare P265/70R17 all-season, blackwall
Tire carrier, lockable outside spare, winch-type mounted under frame at rear Active aero shutters, upper
Fascia, front
Luggage rack side rails, roof-mounted, Black, standard (Available with (5W4) Special Services Vehicle.) Assist steps, Black with chrome accent strip
Headlamps, LED
Lamps, stop and tail, LED
Mirrors, outside heated power-adjustable, manual-folding, body-color Mirror caps, body-color
Glass, deep-tinted (all windows, except light-tinted glass on windshield and driver- and front passenger-side glass)
Glass, acoustic, laminated
Glass, windshield shade band
Windshield, solar absorbing
Wipers, front intermittent, Rainsense
Wiper, rear intermittent with washer
Door handles, body-color
Liftgate, rear manual
Entertainment
Audio system, Chevrolet Infotainment 3 system, 8" diagonal HD color touchscreen AM/FM stereo, Bluetooth audio streaming for 2 active devices, voice command pass-through to phone, Wireless Apple CarPlay and Wireless Android Auto compatibility (STD)
Audio system feature, 6-speaker system
SiriusXM, delete
Infotainment display, 8" diagonal touchscreen
Bluetooth for phone personal cell phone connectivity to vehicle audio system Wireless Apple CarPlay/Wireless Android Auto
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Entertainment
Wi-Fi Hotspot capable (Standard with (UE1) OnStar only. Terms and limitations apply. See onstar.com or dealer for details.)
Interior
Seats, front 40/20/40 split-bench (Not available with (D07) center floor console and (USR) USB data ports.) (STD)
Seat trim, cloth
Seat adjusters, 8-way power includes 6-way power front passenger seat with 2-way power lumbar Seat adjusters, 10-way power includes 8-way power driver seat with 2-way power lumbar Seats, second row 60/40 split-folding bench, manual
Seats, third row 60/40 split-folding bench, manual (Not available with (9C1) Police Vehicle or (5W4) Special Service Vehicle.)
Floor covering, Black rubberized vinyl (Deleted when (B30) floor covering is ordered.) Electronic Precision Shift
Steering column lock, electrical
Steering column, manual tilt and telescopic
Steering wheel, urethane
Steering wheel controls, mounted audio, Driver Information Center, cruise control and Forward Collision Alert following gap button (if equipped) (left backside Seek/Scan steering wheel radio buttons are inoperable; these 2 buttons can be repurposed for aftermarket emergency equipment) Driver Information Center, 4.2" diagonal color display includes driver personalization Rear Seat Reminder
Door locks, power programmable with lockout protection and delayed locking (When ordered with (9C1) Police Vehicle or (5W4) Special Service Vehicle, Auto Lockout is disabled on driver door.) Keyless Open includes extended range Remote Keyless Entry Cruise control, electronic with set and resume speed
Theft-deterrent system, content, electrical, unauthorized entry USB data ports, 4 total; 2, one-type-A and one type-C located within center console and 2, one type-A and one type-C located on instrument panel
USB charging-only ports, 4 type-C, (2) located on rear of center console and (2) in 3rd row (1 left and 1 right side below quarter glass side window) (When ordered with (9C1) Police Vehicle or (5W4) Special Service Vehicle, (2) type-C ports are moved to the rear of center seat base and (2) type-C are moved to the cargo area.

Deleted when (A50) front bucket seats are ordered.)
Window, power with driver Express-Up/Down
Window, power with front passenger Express-Up/Down
Windows, power with rear Express-Down
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Interior
Air conditioning, tri-zone automatic climate control with individual climate settings for driver, right front passenger and rear seat occupants
Air conditioning, rear
Defogger, rear-window electric
Power outlets, 2, 120-volt, located on the rear of the center seat and rear cargo area Power outlet, front auxiliary, 12-volt, located in the center stack of instrument panel Mirror, inside rearview manual day/night
Visors, driver and front passenger illuminated vanity mirrors, sliding Assist handles, overhead, driver and front passenger, located in headliner Assist handles, front passenger A-pillar and second row outboard B-pillar (Deleted when SEO (7X2) left- and right-hand spotlamps or SEO (7X3) left-hand spotlamp are ordered.) Lighting, interior with dome light, driver- and passenger-side door switch with delayed entry feature, cargo lights, door handle or Remote Keyless Entry-activated illuminated entry and map lights in front and second seat positions. On Police/Special Service vehicles, the control switch is located in the roof console in lieu of the driver - and passenger-side door switch with delayed entry feature.

Cargo management system
Chevrolet Connected Access capable (Subject to terms. See onstar.com or dealer for details.) Safety-Mechanical
Automatic Emergency Braking
Hill Start Assist
StabiliTrak, stability control system with brake assist, includes traction control Safety-Exterior
Daytime Running Lamps, reduced intensity low beam
Safety-Interior
Airbags, Frontal airbags for driver and front outboard passenger; Seat-mounted side-impact airbags for driver and front outboard passenger; Head-curtain airbags for all rows in outboard seating positions (Deleted when (A50) front bucket seats are ordered. Always use seat belts and child restraints. Children are safer when properly secured in a rear seat in the appropriate child restraint. See the Owner's Manual for more information.) Front outboard Passenger Sensing System for frontal outboard passenger airbag (Always use seat belts and child restraints. Children are safer when properly secured in a rear seat in the appropriate child restraint. See the Owner's Manual for more information.)
OnStar and Chevrolet connected services capable (Terms and limitations apply. See onstar.com or dealer for details.)
Front and Rear Park Assist
Following Distance Indicator (Deleted when (9C1) Police Vehicle or (5W4) Special Service Vehicle is ordered.) #7..
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Safety-Interior
HD Rear Vision Camera
Front Pedestrian Braking (Deleted when (9C1) Police Vehicle or (5W4) Special Service Vehicle is ordered.) Lane Keep Assist with Lane Departure Warning (Deleted when (9C1) Police Vehicle or (5W4) Special Service Vehicle is ordered.)
Forward Collision Alert (Deleted when (9C1) Police Vehicle or (5W4) Special Service Vehicle is ordered.) Buckle to Drive prevents vehicle from being shifted out of Park until driver seat belt is fastened; times out after 20 seconds and encourages seat belt use, can be turned on and off in Settings or Teen Driver menu (When ordered with (9C1) Police Vehicle or (5W4) Special Service Vehicle, defaulted off. Feature can be turned on in the Infotainment menu.)
Door locks, rear child security, manual
LATCH system (Lower Anchors and Tethers for CHildren), for child restraint seats lower anchors and top tethers located in all second-row seating positions (Deleted when (ATZ) second row seat delete is ordered.) Teen Driver a configurable feature that lets you activate customizable vehicle settings associated with a key fob, to help encourage safe driving behavior. It can limit certain available vehicle features, and it prevents certain safety systems from being turned off. An in-vehicle report card gives you information on driving habits and helps you to continue to coach your new driver
Tire Pressure Monitoring System auto learn, includes Tire Fill Alert (does not apply to spare tire) Warning tones headlamp on, driver and right-front passenger seat belt unfasten and turn signal on 3 Years of OnStar Remote Access. The OnStar Remote Access Plan gives you simplified remote control of your properly equipped vehicle and unlocks a variety of great features in your myChevrolet mobile app. See dealer for details. (Deleted when (UDA) vehicle deactivated communication system is ordered. OnStar Remote Access Plan does not include emergency or security services. Fleet customers will get Fleet Remote Access through OnStar Vehicle Insights. See onstar.com for details and limitations. Available on select Apple and Android devices. Service availability, features and functionality vary by vehicle, device, and the plan you are enrolled in.

Terms apply. Device data connection required.)

WARRANTY
Basic Years: 3
Basic Miles/km: 36,000
Drivetrain Years: 5
Drivetrain Miles/km: 60,000
Drivetrain Note: 3.0L & 6.0L Duramax® Turbo-Diesel engines, and certain commercial, government, and qualified fleet vehicles: 5 years/100,000 miles
Corrosion Years (Rust-Through): 6
Corrosion Years: 3
Corrosion Miles/km (Rust-Through): 100,000
Corrosion Miles/km: 36,000
Roadside Assistance Years: 5
Roadside Assistance Miles/km: 60,000
Roadside Assistance Note: 3.0L & 6.0L Duramax® Turbo-Diesel engines, and certain commercial, government, and qualified fleet vehicles: 5 years/100,000 miles
Maintenance Note: First Visit: 12 Months/12,000 Miles
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Weight Ratings

WEIGHT RATINGS
Front Gross Axle Weight Rating: 3700 lbs
Rear Gross Axle Weight Rating: 4300 lbs
Gross Vehicle Weight Rating: 7500.00 lbs
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Technical Specifications
Powertrain
Transmission
Drivetrain Four Wheel Drive Trans Order Code MHU
Trans Type 10 Trans Description Cont. Automatic
Trans Description Cont. Again N/A First Gear Ratio (:1) 4.69 Second Gear Ratio (:1) 2.98 Third Gear Ratio (:1) 2.14
Fourth Gear Ratio (:1) 1.77 Fifth Gear Ratio (:1) 1.52
Sixth Gear Ratio (:1) 1.27 Reverse Ratio (:1) 4.86
Clutch Size N/A Trans Power Take Off N/A
Final Drive Axle Ratio (:1) N/A Transfer Case Model N/A Transfer Case Gear Ratio (:1), High 1 Transfer Case Gear Ratio (:1), Low N/A Transfer Case Power Take Off N/A Seventh Gear Ratio (:1) 1.00 Eighth Gear Ratio (:1) 0.85 Ninth Gear Ratio (:1) 0.69
Tenth Gear Ratio (:1) 0.63
Mileage
EPA Fuel Economy Est - Hwy 20 (2023) MPG Cruising Range - City 336.00 mi EPA Fuel Economy Est - City 14 (2023) MPG Fuel Economy Est-Combined 16 (2023) MPG Cruising Range - Hwy 480.00 mi Estimated Battery Range N/A Engine
Engine Order Code L84 Engine Type Gas V8
Displacement 5.3L/-TBD- Fuel System Direct Injection
SAE Net Horsepower @ RPM 355 @ 5600 SAE Net Torque @ RPM 383 @ 4100 Engine Oil Cooler N/A
Electrical
Cold Cranking Amps @ 0° F (Primary) 850 Cold Cranking Amps @ 0° F (2nd) N/A Cold Cranking Amps @ 0° F (3rd) N/A Maximum Alternator Capacity (amps) N/A Cooling System
Total Cooling System Capacity N/A
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Vehicle
Emissions
Tons/yr of CO2 Emissions @ 15K mi/year 11 (2023) EPA Greenhouse Gas Score N/A Vehicle
Rear Door Type Liftgate
Chassis
Weight Information
Standard Weight - Front 0.00 lbs Standard Weight - Rear 0.00 lbs Base Curb Weight N/A Gross Axle Wt Rating - Front 3700 lbs Gross Axle Wt Rating - Rear 4300 lbs Curb Weight - Front 2852 lbs Curb Weight - Rear 2701 lbs Option Weight - Front 0.00 lbs Option Weight - Rear 0.00 lbs Reserve Axle Capacity - Front 848.00 lbs Reserve Axle Capacity - Rear 1599.00 lbs As Spec'd Curb Weight 5553.00 lbs As Spec'd Payload 1947.00 lbs Maximum Payload Capacity 1947.00 lbs Gross Combined Wt Rating 14000 lbs Gross Axle Weight Rating 8000.00 lbs Curb Weight 5553.00 lbs Reserve Axle Capacity 2447.00 lbs Total Option Weight 0.00 lbs Payload Weight Front 0 lbs Payload Weight Rear 0 lbs Gross Vehicle Weight Rating 7500.00 lbs Trailering
Dead Weight Hitch - Max Trailer Wt. 5000 lbs Dead Weight Hitch - Max Tongue Wt. 500 lbs Wt Distributing Hitch - Max Trailer Wt. 7700 lbs Wt Distributing Hitch - Max Tongue Wt. 770 lbs Fifth Wheel Hitch - Max Trailer Wt. N/A Fifth Wheel Hitch - Max Tongue Wt. N/A Maximum Trailering Capacity 8200 lbs
Frame
Frame Type N/A Sect Modulus Rails Only N/A
Frame RBM N/A Frame Strength N/A
Frame Thickness N/A
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Chassis
Suspension
Suspension Type - Front Independent Suspension Type - Rear Multi-Link Spring Capacity - Front N/A Spring Capacity - Rear N/A
Axle Type - Front N/A Axle Type - Rear N/A
Axle Capacity - Front N/A Axle Capacity - Rear N/A
Axle Ratio (:1) - Front 3.23 Axle Ratio (:1) - Rear 3.23 Shock Absorber Diameter - Front N/A Shock Absorber Diameter - Rear N/A Stabilizer Bar Diameter - Front N/A Stabilizer Bar Diameter - Rear N/A Tires
Front Tire Order Code QDF Rear Tire Order Code QDF
Spare Tire Order Code XCQ Front Tire Size 265/65R18SL
Rear Tire Size 265/65R18SL Spare Tire Size P265/70R17
Front Tire Capacity N/A Rear Tire Capacity N/A
Spare Tire Capacity N/A Revolutions/Mile @ 45 mph - Front N/A Revolutions/Mile @ 45 mph - Rear N/A Revolutions/Mile @ 45 mph - Spare N/A Wheels
Front Wheel Size 18 x 8.5 in Rear Wheel Size 18 x 8.5 in Spare Wheel Size 17 x 8 in Front Wheel Material Aluminum Rear Wheel Material Aluminum Spare Wheel Material Steel Steering
Steering Type Pwr Steering Ratio (:1), Overall N/A
Steering Ratio (:1), On Center N/A Steering Ratio (:1), At Lock N/A Turning Diameter - Curb to Curb 38.1 ft Turning Diameter - Wall to Wall N/A Brakes
Brake Type Pwr Brake ABS System 4-Wheel
Brake ABS System (Second Line) N/A Disc - Front (Yes or ) Yes Disc - Rear (Yes or ) Yes Front Brake Rotor Diam x Thickness 13.5 x 1.2 in Rear Brake Rotor Diam x Thickness 13.6 x 1.0 in Drum - Rear (Yes or ) N/A #7..
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Chassis
Brakes
Rear Drum Diam x Width N/A
Fuel Tank
Fuel Tank Capacity, Approx 24 gal Aux Fuel Tank Capacity, Approx N/A Fuel Tank Location N/A Aux Fuel Tank Location N/A
Dimensions
Interior Dimensions
Passenger Capacity 6 Front Head Room 42.3 in
Front Leg Room 44.5 in Front Shoulder Room 66.0 in
Front Hip Room 61.5 in Second Head Room 38.9 in
Second Leg Room 42.0 in Second Shoulder Room 64.8 in
Second Hip Room 61.3 in Third Head Room N/A
Third Leg Room N/A Third Shoulder Room N/A
Third Hip Room N/A
Exterior Dimensions
Wheelbase 120.9 in Length, Overall w/rear bumper N/A
Length, Overall 210.7 in Width, Max w/o mirrors 81 in
Height, Overall 75.9 in Overhang, Front N/A
Overhang, Rear w/o bumper N/A Front Bumper to Back of Cab N/A Cab to Axle N/A Cab to End of Frame N/A
Ground to Top of Load Floor N/A Ground to Top of Frame N/A Frame Width, Rear N/A Ground Clearance, Front 8 in
Ground Clearance, Rear 8 in Body Length 0.00 ft
Rear Door Opening Height N/A Rear Door Opening Width N/A Side Door Opening Height N/A Side Door Opening Width N/A Step Up Height - Front N/A Step Up Height - Side N/A
Cab to Body N/A
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AMOUNT
$ 55,240.00
$ 3,219.00
$ 5,725.00
$ (400.00)
$ 63,784.00
DOC Fee $ 85.00
Taxable Subtotal: $ 63,869.00

8.875% $ 5,668.37
Tire Fee: $8.75
$ 250.00
Per Vehicle: 69,796.12 $
QTY: 4 Grand Total: 279,184.50 $
7220 Fawn Way,
Sacramento, CA 95823
CHP Contract # 1-22-23-14B
****Shipping charge added for deliveries beyond Sacramento. No charge for will call.**** CA Tire Fee: $1.75 / Per Tire
Tax Rate(Subject to change):

Description
Upgrade to 2025 Model Year / PPV
(Order Acknowledgment Signature) (Date)
If you have any questions concerning this quotation, contact Jerry Powers at 916-426-5752 or email at [email protected]
Line 3 Chevrolet Tahoe 4x4
Options (Refer to Window Sticker):
****Disclaimer****
Delivery Charge:

These prices for the vehicle are just place holders. There will be increases for the vehicle **** specs with the PO or the vehicle will not be ordered. **** Subtotal
for 2025 and the price shown is an estimated amount. The Department understands that a PO may have to be modified at a later date.
**** Please review, sign, and return a copy of the quote and **** Spotlight Credit
___________________________________________________
THANK YOU FOR YOUR BUSINESS!
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Casey De Koning | 916-813-4592 | [email protected] Vehicle: [Fleet] 2024 Chevrolet Tahoe (CK10706) 4WD 4dr Commercial #7..
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Table of Contents
• Dealership Information
• Window Sticker
• Standard Equipment
• Weight Rating
• Technical Specifications
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Elk Grove Auto Group/Winner Chevrolet, Inc.

Prepared By:

Casey De Koning
Elk Grove Auto Group/Winner Chevrolet, Inc.
916-813-4592
[email protected]
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Window Sticker

SUMMARY
[Fleet] 2024 Chevrolet Tahoe (CK10706) 4WD 4dr Commercial Interior:Jet Black, Cloth seat trim
Exterior 1:Black
Exterior 2:No color has been selected.

Engine, 5.3L EcoTec3 V8
Transmission, 10-speed automatic

OPTIONS

CODE MODEL MSRP
CK10706 [Fleet] 2024 Chevrolet Tahoe (CK10706) 4WD 4dr Commercial

OPTIONS
1FL Commercial Preferred Equipment Group $0.00
5J0 Calibration, Front (only) Park Assist Disable. $0.00 5J3 Calibration, Surveillance Mode interior lighting Inc. 5J9 Calibration, taillamp flasher, Red/White Inc.
5LO Calibration, taillamp flasher, Red/Red Inc.
5Y1 Front center seat (20% seat) delete $0.00
6C7 Lighting, red and white front auxiliary dome $170.00 6J3 Wiring, grille lamps and siren speakers $92.00
6J4 Wiring, horn and siren circuit $55.00
6J7 Flasher system, headlamp and taillamp, DRL compatible with control wire
Inc.
6JG Red Left/Blue Right Whelen LED Lamp Package $1,950.00 6N5 Switches, rear window inoperative $57.00
6N6 Door locks and handles, inside rear doors inoperative $62.00 9C1 Identifier for Police Package Vehicle $0.00
9G8 Headlamps, Daytime Running Lamps and automatic headlamp control delete
$50.00
AKP Glass, solar absorbing, non tinted
AMF Remote Keyless Entry Package
ATD Seat delete, third row passenger Inc.
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ATZ Seat delete, second row ($412.00)
AX2 Key, unique Inc.

AZ3 Seats, front 40/20/40 split-bench $0.00
BCV Lock control, driver side auto door lock disable Inc.

C6G GVWR, 7600 lbs. (3447 kg) Inc.

CWA Rear Camera Mirror Washer Inc.

DRZ Rear Camera Mirror, inside rearview auto-dimming $475.00 GBA Black $0.00
GU5 Rear axle, 3.23 ratio $0.00
H1T Jet Black, Cloth seat trim $0.00
IOR Audio system, Chevrolet Infotainment 3 system, 8" diagonal HD color touchscreen
$0.00
J55 Brake system, heavy duty Inc.

K3W Battery, 850 cold-cranking amps with 95 amp hour rating Inc.

K6K Battery, auxiliary, 760 cold-cranking amps with 70 amp hour rating Inc.

KX4 Alternator, 250 amps Inc.

L84 Engine, 5.3L EcoTec3 V8 $0.00
MHU Transmission, 10-speed automatic Inc.

PXT Wheels, 20" x 9" (50.8 cm x 22.9 cm) steel Inc.

RAV Tire, spare 275/55R20 all-season, blackwall, Firestone Firehawk Pursuit
Inc.

RC1 Skid plate, front Inc.

RNQ Wheel, full-size spare, matching 20" (50.8 cm) steel wheel without center cap
Inc.

T53 Lamps, alternate flashing Red & Blue rear compartment lid warning $565.00 T66 Wiring provision, for outside mirrors and cargo side mirrors Inc.

UN9 Radio Suppression Package, with ground straps $95.00 UT7 Ground wires, blunt cut cargo area and blunt cut console area Inc.

V03 Cooling system, extra capacity Inc.

V53 Luggage rack side rails, delete Inc.

VK3 License plate front mounting package $0.00
VPV Ship Thru, Produced in Arlington Assembly and shipped to Kerr Industries and onto Arlington Assembly
$0.00
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Elk Grove Auto Group/Winner Chevrolet, Inc.

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VQ2 Fleet processing option $0.00
VXT Incomplete vehicle Inc.

VZ2 Speedometer calibration Inc.

WUA Fascia, front high-approach angle Inc.

WX7 Wiring, auxiliary speaker. $60.00
XCS Tires, 275/55R20SL all-season, blackwall, Firestone Firehawk Pursuit
Inc.

YF5 Emissions, California state requirements $0.00
Z56 Suspension Package, heavy-duty, police-rated. Inc.
___ Capless Fuel Fill Inc.
___ Exterior ornamentation delete Inc.
___ Instrumentation, analog Inc.
___ Theft-deterrent system, vehicle, PASS-Key III Inc.
___ Power supply, 50-amp, power supply, auxiliary battery Inc. ___ Power supply, 100-amp, auxiliary battery, rear electrical center Inc. ___ Power supply, 120-amp, (4) 30-amp circuit, Primary battery Inc. ___ Seat belts, 3-point, all seating positions Inc.
___ Protected idle Inc.

FUEL ECONOMY
Est City:14 (2023) MPG
Est Highway:20 (2023) MPG
Est Highway Cruising Range:480.00 mi
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Terms apply. Device data connection required.)

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Weight Ratings

WEIGHT RATINGS
Front Gross Axle Weight Rating: 3500 lbs
Rear Gross Axle Weight Rating: 4300 lbs
Gross Vehicle Weight Rating: 7600.00 lbs
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Vehicle
Emissions
Tons/yr of CO2 Emissions @ 15K mi/year 11 (2023) EPA Greenhouse Gas Score N/A Vehicle
Rear Door Type Liftgate
Chassis
Weight Information
Standard Weight - Front 0.00 lbs Standard Weight - Rear 0.00 lbs Base Curb Weight N/A Gross Axle Wt Rating - Front 3500 lbs Gross Axle Wt Rating - Rear 4300 lbs Curb Weight - Front 2852 lbs Curb Weight - Rear 2701 lbs Option Weight - Front 0.00 lbs Option Weight - Rear 0.00 lbs Reserve Axle Capacity - Front 648.00 lbs Reserve Axle Capacity - Rear 1599.00 lbs As Spec'd Curb Weight 5553.00 lbs As Spec'd Payload 2047.00 lbs Maximum Payload Capacity 2047.00 lbs Gross Combined Wt Rating 14000 lbs Gross Axle Weight Rating 7800.00 lbs Curb Weight 5553.00 lbs Reserve Axle Capacity 2247.00 lbs Total Option Weight 0.00 lbs Payload Weight Front 0 lbs Payload Weight Rear 0 lbs Gross Vehicle Weight Rating 7600.00 lbs Trailering
Dead Weight Hitch - Max Trailer Wt. 5000 lbs Dead Weight Hitch - Max Tongue Wt. 500 lbs Wt Distributing Hitch - Max Trailer Wt. 6000 lbs Wt Distributing Hitch - Max Tongue Wt. 600 lbs Fifth Wheel Hitch - Max Trailer Wt. N/A Fifth Wheel Hitch - Max Tongue Wt. N/A Maximum Trailering Capacity 8200 lbs
Frame
Frame Type N/A Sect Modulus Rails Only N/A
Frame RBM N/A Frame Strength N/A
Frame Thickness N/A
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Chassis
Suspension
Suspension Type - Front Independent Suspension Type - Rear Multi-Link Spring Capacity - Front N/A Spring Capacity - Rear N/A
Axle Type - Front N/A Axle Type - Rear N/A
Axle Capacity - Front N/A Axle Capacity - Rear N/A
Axle Ratio (:1) - Front 3.23 Axle Ratio (:1) - Rear 3.23 Shock Absorber Diameter - Front N/A Shock Absorber Diameter - Rear N/A Stabilizer Bar Diameter - Front N/A Stabilizer Bar Diameter - Rear N/A Tires
Front Tire Order Code XCS Rear Tire Order Code XCS
Spare Tire Order Code RAV Front Tire Size 275/55R20SL
Rear Tire Size 275/55R20SL Spare Tire Size P275/55R20
Front Tire Capacity N/A Rear Tire Capacity N/A
Spare Tire Capacity N/A Revolutions/Mile @ 45 mph - Front N/A Revolutions/Mile @ 45 mph - Rear N/A Revolutions/Mile @ 45 mph - Spare N/A Wheels
Front Wheel Size 20 x 9 in Rear Wheel Size 20 x 9 in
Spare Wheel Size 20 x -TBD- in Front Wheel Material Steel Rear Wheel Material Steel Spare Wheel Material Steel
Steering
Steering Type Pwr Steering Ratio (:1), Overall N/A
Steering Ratio (:1), On Center N/A Steering Ratio (:1), At Lock N/A Turning Diameter - Curb to Curb 39.0 ft Turning Diameter - Wall to Wall N/A Brakes
Brake Type Pwr Brake ABS System 4-Wheel
Brake ABS System (Second Line) N/A Disc - Front (Yes or ) Yes Disc - Rear (Yes or ) Yes Front Brake Rotor Diam x Thickness 13.5 x 1.2 in Rear Brake Rotor Diam x Thickness 13.6 x 1.0 in Drum - Rear (Yes or ) N/A #7..
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Dimensions
Cargo Area Dimensions
Cargo Area Length @ Floor to Console N/A Cargo Area Length @ Floor to Seat 1 N/A Cargo Area Length @ Floor to Seat 2 N/A Cargo Area Length @ Floor to Seat 3 N/A Cargo Box Width @ Top, Rear N/A Cargo Area Width @ Beltline N/A Cargo Box Width @ Floor N/A Cargo Box Width @ Wheelhousings 49.4 in Cargo Box (Area) Height N/A Tailgate Width N/A
Cargo Volume N/A Cargo Volume to Seat 1 125.9 ft³
Cargo Volume to Seat 2 70.3 ft³ Cargo Volume to Seat 3 N/A Cargo Volume to Seat 4 N/A Ext'd Cab Cargo Volume N/A
Exterior
Doors
Side Door Type N/A
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Exhibit A
Vehicle History of Existing Public Safety Replacement Vehicles IFB Vehicle # # Description Department Year of
Vehicle Meter Repair Cost
#2324-106 32036 1 INTERCEPTOR POLICE 2020 61,647 $ 55,032.83 32156 2 INTERCEPTOR POLICE 2021 62,041 $ 24,220.19
32046 3 INTERCEPTOR POLICE 2020 63,323 $ 32,177.13
31894 4 INTERCEPTOR POLICE 2018 64,606 $ 51,919.77
32010 5 INTERCEPTOR POLICE 2020 66,420 $ 42,771.34
32138 6 INTERCEPTOR POLICE 2021 67,828 $ 30,584.82
32123 7 INTERCEPTOR POLICE 2021 69,692 $ 36,751.14
31795 8 INTERCEPTOR POLICE 2017 70,977 $ 70,575.26
31553 9 INTERCEPTOR POLICE 2015 72,771 $ 96,848.62
31814 10 INTERCEPTOR POLICE 2018 74,902 $ 45,406.42
31830 11 INTERCEPTOR POLICE 2018 77,785 $ 60,181.10
31863 12 INTERCEPTOR POLICE 2018 80,505 $ 68,161.18
31635 13 INTERCEPTOR POLICE 2016 86,604 $ 68,542.70
31732 14 INTERCEPTOR POLICE 2017 86,605 $ 53,481.75
31615 15 INTERCEPTOR POLICE 2016 92,354 $ 98,711.72
31648 16 INTERCEPTOR POLICE 2016 94,835 $ 81,969.39
31804 17 INTERCEPTOR POLICE 2018 94,956 $ 65,247.74
31628 18 INTERCEPTOR POLICE 2016 100,111 $ 69,227.82
31611 19 INTERCEPTOR POLICE 2016 102,921 $ 65,384.16
11033 20 CROWN VICTORIA POLICE 2010 103,506 $ 84,062.61 11030 21 INTERCEPTOR POLICE 2018 133,601 $ 51,623.37
10694 22 INTERCEPTOR POLICE 2018 120,213 $ 75,851.70
31701 23 INTERCEPTOR POLICE 2016 40,340 $ 33,603.32
11063 24 INTERCEPTOR POLICE 2018 130,811 $ 51,338.20
11014 25 INTERCEPTOR POLICE 2018 134,550 $ 50,105.44
11404 26 INTERCEPTOR POLICE 2018 77,832 $ 75,719.74
31563 27 TAHOE FIRE 2015 97,197 $ 19,057.94
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 24, 2024
Date: June 5, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Christina Alger, Director of Human Resources
SUBJECT: Agreements for Administrative Investigative Services CONTACT: Christina Alger, Director of Human Resources
[email protected], 209-571-5126
DESCRIPTION:

Consider Legal Services Agreements with Renne Public Law Group, San Francisco, CA; Oppenheimer Investigations Group LLP, Oakland, CA; and Liebert Cassidy Whitmore, Fresno, CA and Consultant Services Agreements with Municipal Resource Group, LLC, Wilton, CA and DigiStream, Sacramento, CA to conduct citywide Administrative Investigations on an as needed basis, in an amount not to exceed $100,000 each for two years and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

This action supports the City Council’s 2020-2025 Strategic Plan – Goal J – Build a HighPerformance Organization.

BACKGROUND:

Throughout the year, the City conducts administrative investigations of potential employee misconduct that may lead to corrective and disciplinary action. These investigations range in complexity and include comprehensive interviews of witnesses and potential subjects of the alleged wrong-doing. While some investigations may require only one or two interviews, others have required twenty to thirty interviews to be conducted for a single issue. These can be timeconsuming for staff, particularly when there are several investigations occurring simultaneously.

Additionally, the investigator must conduct interviews and conclude investigations in a timely manner and in compliance with various legal requirements while navigating through highly sensitive issues that may lead to post-investigation legal implications. #8..
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For the above-mentioned reasons, the City utilizes the services of outside professionals to assist and conduct administrative investigations. The City has gone out to RFP every two years to form a pool of contracts to be able to quickly address investigation concerns. This practice began in 2018.

DISCUSSION:

On March 14, 2024, the Human Resources Department issued RFP INF 24-21 for Investigative Services on the City’s PlanetBids public bidding website under various commodity codes.1 Prospective bidders were notified online and via email of the bid opportunity. Twenty-three (23) companies downloaded the RFP document from PlanetBids.

On April 3, 2024, proposals were received and opened via email. Eleven (11) bidders chose to respond.

An evaluation committee comprised of two (2) City staff members which included the Director of Human Resources and the Human Resources Employee Relations Coordinator evaluated the proposals. The evaluation was based on the ability to address all RFP Requirements, Qualifications, References and Costs.

Staff recommends approving Legal Services Agreements with Renne Public Law Group, San Francisco, CA; Oppenheimer Investigations Group LLP, Oakland, CA; and Liebert Cassidy Whitmore, Fresno, CA to conduct citywide Administrative Investigations on an as needed basis and Consultant Agreements with Municipal Resource Group, LLC, Wilton, CA and DigiStream, Sacramento, CA for conducting citywide Administrative Investigations on an as needed basis, in an amount not to exceed $100,000 each for two years. Having various firms will make available specific talent needed to address the different investigative issues that arise.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services follow the Formal Bidding Requirements. Agreements for Professional Services are exempt from the bidding requirements of Modesto Municipal Code 8-3.203 if competitive quotations or proposals have been sought informally from at least three (3) qualified entities. The approval for Administrative Investigations conforms to Modesto Municipal Code 8-3.204, subsection (a) as they are providing professional services. Additionally, staff received eleven (11) proposals and evaluated them based on the ability to address all the RFP Requirements, Qualifications, References and Cost.

FISCAL IMPACT:

The costs for each new agreement will not exceed $100,000 for all services for the two- year term of the agreements. All services will be paid by the department of the subject employee or subject department being investigated.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending Legal Services Agreements with Renne Public Law Group, San Francisco, CA; Oppenheimer Investigations Group LLP, Oakland, CA; and Liebert Cassidy Whitmore, 191800- Consulting Services, 91806-Administrative Consulting, 91858-Governmental Consulting, 91868- Human Relations Consulting, 96130-Employment Agency And Search Firm Services (Including Background Investigations And Drug Testing for Employment) #8..
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Finance Committee, June 24, 2024
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Fresno, CA and Consultant Agreements with Municipal Resource Group, LLC, Wilton, CA and DigiStream, Sacramento, CA to conduct citywide Administrative Investigations on an as needed basis, in an amount not to exceed $100,000 per agreement for two years and forwarding to Council for approval.

Christina Alger, Director of Human Resources
Joseph P. Lopez, City Manager
Attachments:

1. Legal Services Agreement – Renne Public Law

2. Legal Services Agreement – Oppenheimer Investigations Group LLP

3. Consultant Services Agreement – Municipal Resource Group

4. Consultant Services Agreement – DigiStream

5. Legal Services Agreement – Liebert Cassidy Whitmore

6. Exhibit A - Renne Public Law Proposal

7. Exhibit B - Oppenheimer Investigations Group LLP Proposal

8. Exhibit C - Municipal Resource Group Proposal

9. Exhibit D - DigiStream Proposal

10. Exhibit E - Liebert Cassidy Whitmore Proposal
#8..
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Legal Services Agreement
City of Modesto and Renne Public Law Group 1

LEGAL SERVICES AGREEMENT
This Agreement for Legal Services (this “Agreement”) is made and entered into on the ___ day of August 2024 (“Effective Date”), by and between the CITY OF MODESTO, a California Municipal Corporation (“CITY”), located at 1010 Tenth Street, Sixth Floor, Modesto, California 95353 and RENNE PUBLIC LAW GROUP, (“Attorney”), located at 350 Sansome Street, Suite 300, San Francisco, CA 94104. City and Attorney are hereinafter collectively referred to as the “Parties,” and singularly as a “Party.”

RECITALS
WHEREAS, City desires to obtain Attorney’s services for legal advice, representation and assistance on matters involving personnel and administrative investigations; and WHEREAS, Attorney is specially trained, experienced and competent to perform such services; and
WHEREAS, the public interest, economy and general welfare will be served by this Agreement.

NOW, THEREFORE it is hereby agreed as follows:

1. Services.
a. Scope of Work: Subject to the terms and conditions set forth in this Agreement, Attorney shall provide to City the following services (“Services”):

Conduct various types of investigative services, including but not limited to surveillance, investigative research, interviews, background investigations, undercover investigations, people locates, Internet & E-mail tracing, computer examinations as well as electronic surveillance countermeasures for Personnel and Administrative Investigations
Attorney shall not be compensated for services outside the scope of work identified under this Section unless prior to the commencement of such services:
(i) Attorney notifies City and City agrees that such services are outside the scope of work under this Section; (ii) Attorney estimates the additional compensation required for these additional services; and (iii) City, after notice, approves in writing a Supplemental Agreement specifying the additional services and amount of compensation therefor.
b. Term: This Agreement shall become effective on the Effective Date, and shall continue for a two-year term to August ___2026 unless sooner terminated as #8..
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City of Modesto and Renne Public Law Group 2
provided in Section 7.

2. Fees and Costs.
a. Hourly Rates:

See attached Labor rates.

The total of all fees paid to Attorney for the performance of all services set forth in Section 1 (hereafter the “Services”), and for all authorized Reimbursable Expenses (as defined hereafter), shall not exceed an amount of one hundred thousand dollars ($100,000).
b. Reimbursable Expenses. City shall reimburse Attorney for the actual, reasonable and necessary expense of travel out of the Modesto metropolitan area, approved in advance, at $0.67 per mile. Attorney will not charge City for the cost of telephone calls. Litigation costs and expenses for statutory fees, witness fees, reporters’ per diem and stenographic transcriptions, jury fees, and the expenses of serving process shall be advanced by Attorney and reimbursed by City. Expert consultants and witnesses may be retained by Attorney on terms acceptable to City, approved in advance by email or letter by the City Representative (as defined hereafter), in which case City shall reimburse Attorney or pay such consultants or experts directly.
c. Billing:
i. Legal billings shall be submitted to City every thirty (30) days unless otherwise advised. Bills shall be submitted to:

City Attorney
1010 Tenth Street, Suite 6300
Modesto, CA 95354
ii. Each task shall be distinctly and completely identified. In litigation matters, such as this, City will not pay invoices that contain block billing.

Each billing entry must contain the initials of the individual performing the task, the nature of the task, the date it was performed, and the length of time it took.
iii. Costs under $1,000.00 shall be paid by Attorney and submitted with their normal billing.
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City of Modesto and Renne Public Law Group 3
iv. City reserves the right to audit all invoices.
v. Payments to Attorney shall be made within a reasonable time after receipt of Attorney’s invoice, generally within sixty (60) days of receipt.

Attorney shall be responsible for supplying all documentation necessary to verify the monthly billings to the satisfaction of City. vi. In addition to the provisions stated elsewhere in this Agreement regarding the payment of fees, billing and budgeting, the following guidelines for billing apply:
(1) City expects each individual working on the matter for which Attorney is retained to have the necessary experience to perform the services required to protect or pursue City’s interests in the matter in a cost effective manner, consistent with high professional and ethical standards.
(2) City expects Attorney to select the individual most suitable for the task required and the specific needs of the matter, and to use the maximum efficiencies available. Billings for services performed by the inappropriate level of personnel will be reduced by City based on rate adjustments for the appropriate level of personnel. (3) City will not pay for unnecessary review of texts, codes, rules of court, or other fundamental references. City will pay the hourly rate for specific legal research which is unique to the matter, assuming that Attorney has used maximum efficiencies and that Attorney has not already recently performed research in the same or very similar areas of law.
(4) City acknowledges the benefit of communications between attorneys in the firm. City does, however, expect that intra-office conferences will only be held as needed, and will be kept to a minimum. Intra-office conferences shall be for the purpose of discussing strategy and legal issues which directly further the matter. City will not pay for conferences which are supervisorial, instructional or administrative. Any invoice which lists an intraoffice conference that does not meet these guidelines must contain a full explanation and is subject to reduction by City. City will not pay for “team meetings” and City will scrutinize all intra-office conferences for “value added” to the matter by the conference, for the number of individuals attending the conference, the length of the conference, the subjects discussed at the conference and who participated in it, and will, in City’s sole discretion, determine if #8..
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City of Modesto and Renne Public Law Group 4
such value has been added.
(5) City will not pay for local telephone calls, incoming facsimiles, postage, time spent on filing, calendaring, indexing pleadings, conferences with Clerks of court or court reporters, proofreading, re-drafting due to substandard work, or opening, organizing or closing files. City will not pay for time billed by summer interns or associates, time for more than one individual to attend a trial, hearing, court appearance, arbitration, mediation, deposition, third party meeting, conference call or similar event, unless otherwise approved by City in advance.
(6) Vague billing which does not contain sufficient information to allow City’s reviewer of the invoice to determine the nature of the task, the reason for the task, and the individual performing the task is subject to reduction by City.
(7) City will not reimburse for overtime, word processing, supplies, anything identified on an invoice as “miscellaneous,” or any other unidentified charges.
d. Budget:
i. Within ten (10) days of the Effective Date, Attorney shall provide City with a proposed budget for the Services to be rendered pursuant to this Agreement. If Services involve tasks that have not yet been assigned by City, Attorney shall provide City with a proposed budget for all assigned new tasks with ten (10) days of receiving written notice from the City assigning Attorney the new task. Total compensation for all tasks under this Agreement shall not exceed the total compensation under Section 2 of this Agreement. The budget shall include all projected fees and costs to be incurred by Attorney and necessary for completion of the Services necessary to conclude the representation. The budget shall be a good faith estimate and shall be as complete and detailed as reasonable possible, including such things as discovery and motions for trial, preparation of documents for transactional services, and anticipated research and investigations. The proposed budget shall identify the projected total hours that will be billed to each task, and the individual that are anticipated to be performing the task. Any deviation from the budget in excess of ten percent (10%), must be approved in advance by the City Attorney or designee. Notwithstanding the foregoing, Should it become reasonably apparent to Attorney that the actual billings will exceed Attorney’s initial estimate of anticipated legal costs and fees, Attorney shall immediately notify City thereof in advance and shall submit a #8..
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City of Modesto and Renne Public Law Group 5
revised written estimate for City’s approval.

3. Reporting.
a. Attorney shall provide City with a preliminary status report and evaluation within thirty (30) days of the Effective Date and the assignment of such task which report shall include an evaluation of the likelihood the City will prevail, the total exposure to the City if it loses, major strengths and weaknesses in the City’s defense, and a budget of the anticipated total costs and fees for Attorney and experts through trial. Thereafter, Attorney shall provide a status update to the City representative, as defined in Section 4, every sixty (60) days on any matter under this Agreement.
b. Attorney shall provide to City representative an electronic version of all agreement, pleadings, motions, and discovery documents filed or propounded by Attorney in a Microsoft Word format compatible with that used by the City Attorney’s office.
c. In the event that Attorney’s handling of the above-designated matter exceeds a period of twenty-four (24) months, Attorney shall, in addition to providing regular status reports to City, also report directly to the City representative on an annual basis and no later than March 30th of each year, setting forth in detail the status of the matter, and Attorney’s plan for further handling of the matter, and the estimated length of time to conclude the matter.

4. City Representative. The City Attorney, or the City Attorney’s designee, shall be the “City Representative” under this Agreement and shall administer this Agreement for City, including any payments hereunder. All Attorney questions pertaining to this Agreement shall be referred to the City Representative or the Representative’s designee.

5. Insurance Requirements. During the entire term of this Agreement, Attorney shall maintain the following insurance:
a. Minimum Scope of Insurance: Coverage should be at least as broad as:
i. Insurance Services Office Form No. CG 0001 (Commercial General Liability);
ii. Insurance Services Office Form No. CA 0001 (Ed. 1/87) (Automobile Liability, Code “any auto”);
iii. Workers’ Compensation as required by the Labor Code of the State of California, and Employers’ Liability Insurance:
iv. Professional Liability (Errors and Omissions) insurance against loss due to #8..
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City of Modesto and Renne Public Law Group 6
error, omission or malpractice.
b. Minimum Limits of Insurance: Attorney shall maintain limits no less than:
i. Commercial General Liability: $1,000,000 combined single limit per occurrence, including endorsements for contractual liabilities, broad form property damage and personal injury.
ii. Automobile Liability: $1,000,000 combined single limit per accident for personal injury and property damage arising from owned, hired and nonowned vehicles. iii. Workers’ Compensation and Employers’ Liability: Workers’ compensation limits as required by the Labor Code of the State of California and Employers’ Liability limits of $1,000,000 per accident. iv. Professional Liability (Errors and Omissions): $2,000,000 combined single limit per occurrence.
c. Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. d. Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following provisions:
i. General Liability and Automobile Liability Coverages:
(1) The General Liability and Automobile Liability policies shall be written on an occurrence form and shall name City, its officers, officials, agents, employees and volunteers as additional insureds.

Such policy(ies) of insurance shall be endorsed so that Attorney’s insurance shall be primary and any insurance or self-insurance maintained by City, its officials, employees or volunteers shall be in excess of Attorney’s insurance and shall not contribute with it. (2) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its officials, employees or volunteers.
(3) Coverage shall state that Attorney’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. ii. All Coverages:
(1) Each insurance policy required by this Agreement shall be #8..
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Legal Services Agreement
City of Modesto and Renne Public Law Group 7
endorsed to state that coverages shall not be canceled except after thirty (30) days prior written notice has been given to City. In addition, Attorney agrees that it shall not reduce its coverage or limits on any such policy except after thirty (30) days prior written notice has been given to City and City approves the reduction in coverage or limits. Attorney further agrees that it shall not increase any deductibles or self-insured retentions on any such policy except after thirty (30) days prior written notice has been given to City and City approves such increase.
(2) In the event claims made forms are used for any Professional Liability coverage, either (i) the policy(ies) shall be endorsed to provide not less than a five (5) year discovery period, or (ii) the coverage shall be maintained for a minimum of five (5) years following the termination of this Agreement and the requirements of this section relating to such coverage shall survive termination or expiration of this Agreement. Attorney shall furnish City with the certificate(s) and applicable endorsements for ALL required insurance prior to City’s execution of this Agreement.
e. Acceptability of Insurers: Insurance shall be placed with insurers with a Bests’ rating of no less than A:VII. This requirement may, however, be waived in individual cases for Errors and Omissions Coverages only; provided, however, that in no event shall a carrier with a rating below B:IX be acceptable. f. Verification of Coverage: Attorney shall furnish City with certificates of insurance showing compliance with the above requirements and with original endorsements affecting all coverages required by this Agreement both prior to the execution of this Agreement, and during the pendency of this Agreement at any time upon request by City. The certificates and/or endorsements shall set forth a valid policy number for City, and shall indicate the Issue Date, Effective Date and Expiration Date. The certificates and endorsements for each insurance policy shall be signed by a person authorized by the insurer to bind coverage on its behalf. The certificates and endorsements shall be forwarded to the City Representative.
g. Payment Withhold: City shall withhold payments to Attorney if the certificates of insurance and endorsements required in this section are canceled or Attorney otherwise ceases to be insured as required herein.

6. Indemnification.
a. Indemnity: Attorney shall fully indemnify and save harmless, City, its officers and employees, including without limitation the City Attorney, and each and every one of them, from and against all actions, damages, costs, liability, claims, #8..
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City of Modesto and Renne Public Law Group 8
losses, judgments, penalties and expenses of every type and description, including, but not limited to, any fees and/or costs reasonably incurred by City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), to which any or all of them may be subjected, to the extent such Liabilities are caused by or result from any negligent act or omission or willful misconduct of Attorney, its subcontractors or agents, and their respective officers and employees, in connection with the performance or nonperformance of this Agreement, whether or not the City, its officers or employees reviewed, accepted or approved any service or work product performed or provided by the Attorney, and whether or not such Liabilities are litigated, settled or reduced to judgment. b. Obligation to Defend: Attorney shall, upon City’s request, defend at Attorney’s sole cost any action, claim, suit, cause of action or portion thereof which asserts or alleges Liabilities to the extent such Liabilities are caused by or result from any negligent act or omission or willful misconduct of Attorney, its sub-attorneys, subcontractors or agents, and their respective officers and employees, in connection with the performance or nonperformance of this Agreement, whether such action, claim, suit, cause of action or portion thereof is well founded or not. c. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Agreement shall not affect or limit any of City’s rights under this section, nor shall the limits of such insurance limit the liability of Attorney hereunder. This section shall not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of Section 4 (Confidentiality of City Information) above.

The provisions of this section shall survive any expiration or termination of this Agreement.

7. Termination.
a. By City. City may terminate this Agreement at any time by written notice. After receiving such notice, Attorney will cease providing services. Attorney will cooperate with City in the orderly transfer of all related files and records to your new counsel.
b. By Attorney. Attorney may terminate this Agreement at any time with City’s consent or for good cause. Attorney may terminate this Agreement for any reason by giving to City Attorney not less than sixty (60) days prior written notice of termination. The notice shall specify the effective date of and reason for the termination. Good cause exists if (a) any statement is not paid within ninety (90) days of its receipt; (b) City fails to meet any other obligation under this Agreement and continues in that failure for 15 days after Attorney sends written notice to City; (c) City has misrepresented or failed to disclose material facts to Attorney, refused to cooperate with Attorney, refused to follow Attorney’s advice #8..
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on a material matter, or otherwise made Attorney’s representation unreasonably difficult; or (d) any other circumstance exists in which ethical rules of the legal profession mandate or permit termination, including situations where a conflict of interest arises. If Attorney terminates Services, City agrees to execute a substitution of attorneys promptly and otherwise cooperate in effecting that termination.

Termination of this Agreement, whether by City or by Attorney, will not relieve the obligation to pay for services rendered and costs incurred before our services formally ceased.

8. General Provisions.
a. Independent Contractor.
i. It is understood and agreed that Attorney (including Attorney’s employees) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto for any purpose whatsoever. Neither Attorney nor Attorney’s assigned personnel shall be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Attorney under the provisions of this Agreement, and Attorney shall be issued an IRS Form 1099 for its services hereunder. As an independent contractor, Attorney hereby agrees to indemnify and hold City harmless from any and all claims that may be made against City based upon any contention by any of Attorney’s employees or by any third party, including but not limited to any state or federal agency, that an employeremployee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any Services under this Agreement.
ii. It is further understood and agreed by the Parties hereto that Attorney, in the performance of its obligations hereunder, is subject to the control and direction of City as to the designation of tasks to be performed and the results to be accomplished by the Services agreed to be rendered and performed under this Agreement, but not as to the means, methods, or sequence used by Attorney for accomplishing such results. To the extent that Attorney obtains permission to, and does, use City facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the Attorney’s sole discretion based on the Attorney’s determination that such use will promote Attorney’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Agreement, the City does not require that Attorney use City facilities, equipment or support services or work in City locations in the #8..
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performance of this Agreement.
iii. If, in the performance of this Agreement, any third persons are employed by Attorney, such persons shall be entirely and exclusively under the direction, supervision, and control of Attorney. Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Attorney. It is further understood and agreed that Attorney shall issue W-2 or 1099 Forms for income and employment tax purposes, for all of Attorney’s assigned personnel and subcontractors.
b. Licenses; Permits, Etc.: Attorney represents and warrants that Attorney has all licenses, permits, City Business Operations Tax Certificate, qualifications, and approvals of whatsoever nature which are legally required for Attorney to practice its profession or provide any services under the Agreement. _____________
Attorney’s Initial
Attorney represents and warrants that Attorney shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Attorney to practice its profession or provide such Services. Without limiting the generality of the foregoing, if Attorney is an out-of-state corporation, Attorney warrants and represents that it possesses a valid certificate of qualification to transact business in the State of California issued by the California Secretary of State pursuant to Section 2105 of the California Corporations Code.
c. Conflicts of Interest. Attorney represents and warrants that they have made a diligent effort to determine whether there are any actual or potential conflicts of interest that would preclude or interfere with Attorney’s performance of this Agreement, and that no such conflict of interest exists. Attorney shall indemnify and hold harmless City from and against any and all liability, loss, expense and obligation arising directly or indirectly out of any breach of the foregoing representation and warranty. Attorney agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City at all times during the performance of this Agreement.
d. Confidentiality of City Information. Attorney understands and agrees that during the course performing the services required by this Agreement, or in contemplation thereof, Attorney may have access to private or confidential information which may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third #8..
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parties may be damaging to City. Attorney agree that all information disclosed by City to Attorney shall be held in confidence and used only in performance of the services required by this Agreement. A violation of this section shall be a material violation of this Agreement and shall justify legal and/or equitable relief. e. Publicity. The City Representative shall serve as the point of contact for press information regarding all matters performed by Attorney under this Agreement.

If any publicity is generated by the subject matter of this representation, Attorney will consult with and obtain approval of the City Representative before making any statement to any media outlet (whether radio, print, internet or television) about the content and timing of such statement.
f. Disqualification of Judges. At the option of the City Attorney, judges may be disqualified from hearing City litigation, and Attorney shall adhere to such decision of the City Attorney. In the event that Attorney is of the opinion that a judge ought to be disqualified, the City Attorney must be consulted in advance by Attorney, and Attorney must obtain the City Attorney’s written consent to such disqualification.
g. Equal Employment Opportunity. During the performance of this Agreement, Attorney, for itself, its assignees and successors in interest, agrees as follows:
i. Compliance With Regulations: Attorney shall comply with the Executive Order 11246 entitled “Equal Opportunity in Federal Employment”, as amended by Executive Order 11375 and 12086, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), hereinafter collectively referred to as the “Regulations.” ii. Nondiscrimination: Attorney, with regards to the work performed pursuant to this Agreement, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Attorney shall not participate either directly or indirectly in discrimination prohibited by the Regulations.
h. Severability. If any portion of this Agreement or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
i. Waiver. Neither City acceptance of, or payment for, any Service or Additional Service performed by Attorney, nor any waiver by either Party of any default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition #8..
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precedent or any other right hereunder.
j. Enforcement of Agreement. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the state trial court or Federal District Court located in Stanislaus County in the State of California, and the Parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.
k. Attorneys’ Fees. In any action to enforce the terms of this Agreement, the prevailing Party shall recover its reasonable attorneys' fees. l. Assignment Prohibited. The expertise and experience of Attorney are material considerations for this Agreement. City has a strong interest in the qualifications and capability of the persons and entities who will fulfill the obligations imposed on Attorney under this Agreement. In recognition of this interest, Attorney shall not assign any right or obligation pursuant to this Agreement without the written consent of the City. Any attempted or purported assignment without City’s written consent shall be void and of no effect.
m. Notice. Any notice, demand, request, consent, approval, communication either Party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section.

To: City of Modesto: To: Attorney:

Attention: City Attorney Attention: Linda Ross
Contact Information: Contact Information:
1010 Tenth Street, 6th Floor
Modesto, CA 95353
Phone: (209) 577-5288
350 Sansome St., Suite 300
San Francisco, CA 94104
Phone: (415) 848-7200

9. Entire Agreement. This document, including all Exhibits, contains the entire agreement between the Parties and supersedes whatever oral or written understanding they may have had prior to the execution of this Agreement. No alteration to the terms of this Agreement shall be valid unless approved in writing by Attorney, and by City, in accordance with applicable provision of the Modesto City Code.

10. Authority. The person signing this Agreement for Attorney hereby represents and #8..
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warrants that he/she is fully authorized to sign this Agreement on behalf of Attorney and to bind Attorney to the performance of its obligations hereunder.

11. Exhibits. All exhibits referred to herein are attached hereto and are by this reference incorporated as if set forth fully herein.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below.

CITY OF MODESTO,
A Municipal Corporation
By:__________________________________
Print name: Joseph P. Lopez
Title: City Manager
APPROVED TO AS FORM:
_____________________________________
Jose M. Sanchez, City Attorney
ATTEST:
____________________________________
Diane Nayares-Perez, City Clerk
________________________________
Matthew Braley, Risk Manager
[Signatures Continued on Next Page.]
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ATTORNEY:

RENNE PUBLIC LAW GROUP
______________________________________
Federal I.D. No.
______________________________________
State I.D. No.
______________________________________
City of Modesto Business Op. Tax Cert. No.

TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____ Partnership
_____ Corporation
_____ Limited Liability Company
_____ Other (please specify: ______________)
______________________________________
Signature of Authorized Person
______________________________________
Title
______________________________________
Additional Signature (if required)
______________________________________
Title
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EXHIBIT A
Renne Public Law Group Response to RFP
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LEGAL SERVICES AGREEMENT
This Agreement for Legal Services (this “Agreement”) is made and entered into on the ___ day of August 2024 (“Effective Date”), by and between the CITY OF MODESTO, a California Municipal Corporation (“CITY”), located at 1010 Tenth Street, Sixth Floor, Modesto, California 95353 and OPPENHEIMER INVESTIGATIONS GROUP LLP, (“Attorney”), located at 1300 Clay Street, Suite 600, Oakland, CA 94612 City and Attorney are hereinafter collectively referred to as the “Parties,” and singularly as a “Party.”

RECITALS
WHEREAS, City desires to obtain Attorney’s services for assistance on matters involving personnel and administrative investigations; and WHEREAS, Attorney is specially trained, experienced and competent to perform such services; and
WHEREAS, the public interest, economy and general welfare will be served by this Agreement.

NOW, THEREFORE it is hereby agreed as follows:

1. Services.
a. Scope of Work: Subject to the terms and conditions set forth in this Agreement, Attorney shall provide to City the following services (“Services”):

Attorney shall perform legal services for the specific and limited purpose of performing duties as licensed California attorneys at law, utilizing its skill, training, and professional judgment in employment law, to conduct independent, impartial, and objective investigations of City employee(s). Attorney’s role as independent attorney investigator is to gather facts from interviews. Interviews will be conducted in-person or remotely as requested by the City. Attorney will also provide factual reports so that the City can determine whether additional action is needed.

This specific and limited scope engagement consists only of conducting the activities described in this section and preparing written reports, and if necessary, testifying in deposition, arbitration, or court. Attorney will not be acting in the role of an “advocate” attorney for the City. Rather, the City (and its outside legal counsel, as needed) are responsible for providing the legal analysis and advice necessary to respond to any findings in the report. Post-investigation legal advice concerning investigations, the factual findings, recommendations concerning #8..
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City of Modesto and Oppenheimer Investigations Group, LLP 2 potential corrective action; or related administrative or legal proceedings, are outside the scope of this specific and limited scope engagement.

In the event any person involved in these matters pursues further remedies, or if Attorney must respond to subpoenas or discovery or otherwise respond or perform services with respect to any matter relating to or arising out of the services performed for the City, the City will pay fees at the current hourly rate of the attorney involved for any time spent responding to the subpoena or discovery, or acting as a witness in deposition, court, administrative, or other proceedings, irrespective of who may call Attorney as a witness, including preparation time.

The City will also represent Attorney in the proceedings or provide us with an attorney of choice.

Attorney shall not be compensated for services outside the scope of work identified under this Section unless prior to the commencement of such services:
(i) Attorney notifies City and City agrees that such services are outside the scope of work under this Section; (ii) Attorney estimates the additional compensation required for these additional services; and (iii) City, after notice, approves in writing a Supplemental Agreement specifying the additional services and amount of compensation therefor.
b. Term: This Agreement shall become effective on the Effective Date, and shall continue for a two-year term to August ___2026 unless sooner terminated as provided in Section 7.

2. Fees and Costs.
a. Hourly Rates:

See attached Labor rates.

The total of all fees paid to Attorney for the performance of all services set forth in Section 1 (hereafter the “Services”), and for all authorized Reimbursable Expenses (as defined hereafter), shall not exceed an amount of one hundred thousand dollars ($100,000).
b. Reimbursable Expenses. City shall reimburse Attorney for the actual, reasonable and necessary expense of travel out of the Modesto metropolitan area, approved in advance, at $0.67 per mile. Attorney will not charge City for the cost of telephone calls. Litigation costs and expenses for statutory fees, witness fees, reporters’ per diem and stenographic transcriptions, jury fees, and the expenses of serving process shall be advanced by Attorney and reimbursed by City. Expert consultants and witnesses may be retained by Attorney on terms acceptable to City, approved in advance by email or letter by the City Representative (as defined hereafter), in which case City shall reimburse Attorney or pay such #8..
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City of Modesto and Oppenheimer Investigations Group, LLP 3 consultants or experts directly.
c. Billing:
i. Legal billings shall be submitted to City every thirty (30) days unless otherwise advised. Bills shall be submitted to:

Each billing entry must contain the initials of the individual performing the task, the nature of the task, the date it was performed, and the length of time it took.
iii. Costs under $1,000.00 shall be paid by Attorney and submitted with their normal billing.
iv. City reserves the right to audit all invoices.
v. Payments to Attorney shall be made within a reasonable time after receipt of Attorney’s invoice, generally within sixty (60) days of receipt.

Attorney shall be responsible for supplying all documentation necessary to verify the monthly billings to the satisfaction of City. vi. In addition to the provisions stated elsewhere in this Agreement regarding the payment of fees, billing and budgeting, the following guidelines for billing apply:
(1) City expects each individual working on the matter for which Attorney is retained to have the necessary experience to perform the services required to protect or pursue City’s interests in the matter in a cost effective manner, consistent with high professional and ethical standards.
(2) City expects Attorney to select the individual most suitable for the task required and the specific needs of the matter, and to use the maximum efficiencies available. Billings for services performed by the inappropriate level of personnel will be reduced by City based on rate adjustments for the appropriate level of personnel. (3) City will not pay for unnecessary review of texts, codes, rules of #8..
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City of Modesto and Oppenheimer Investigations Group, LLP 4 court, or other fundamental references. City will pay the hourly rate for specific legal research which is unique to the matter, assuming that Attorney has used maximum efficiencies and that Attorney has not already recently performed research in the same or very similar areas of law.
(4) City acknowledges the benefit of communications between attorneys in the firm. City does, however, expect that intra-office conferences will only be held as needed, and will be kept to a minimum. Intra-office conferences shall be for the purpose of discussing strategy and legal issues which directly further the matter. City will not pay for conferences which are supervisorial, instructional or administrative. Any invoice which lists an intraoffice conference that does not meet these guidelines must contain a full explanation and is subject to reduction by City. City will not pay for “team meetings” and City will scrutinize all intra-office conferences for “value added” to the matter by the conference, for the number of individuals attending the conference, the length of the conference, the subjects discussed at the conference and who participated in it, and will, in City’s sole discretion, determine if such value has been added.
(5) City will not pay for local telephone calls, incoming facsimiles, postage, time spent on filing, calendaring, indexing pleadings, conferences with Clerks of court or court reporters, proofreading, re-drafting due to substandard work, or opening, organizing or closing files. City will not pay for time billed by summer interns or associates, time for more than one individual to attend a trial, hearing, court appearance, arbitration, mediation, deposition, third party meeting, conference call or similar event, unless otherwise approved by City in advance.
(6) Vague billing which does not contain sufficient information to allow City’s reviewer of the invoice to determine the nature of the task, the reason for the task, and the individual performing the task is subject to reduction by City.
(7) City will not reimburse for overtime, word processing, supplies, anything identified on an invoice as “miscellaneous,” or any other unidentified charges.
d. Budget:
i. Within ten (10) days of the Effective Date, Attorney shall provide City with a proposed budget for the Services to be rendered pursuant to this #8..
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City of Modesto and Oppenheimer Investigations Group, LLP 5 Agreement. If Services involve tasks that have not yet been assigned by City, Attorney shall provide City with a proposed budget for all assigned new tasks with ten (10) days of receiving written notice from the City assigning Attorney the new task. Total compensation for all tasks under this Agreement shall not exceed the total compensation under Section 2 of this Agreement. The budget shall include all projected fees and costs to be incurred by Attorney and necessary for completion of the Services necessary to conclude the representation. The budget shall be a good faith estimate and shall be as complete and detailed as reasonable possible, including such things as discovery and motions for trial, preparation of documents for transactional services, and anticipated research and investigations. The proposed budget shall identify the projected total hours that will be billed to each task, and the individual that are anticipated to be performing the task. Any deviation from the budget in excess of ten percent (10%), must be approved in advance by the City Attorney or designee. Notwithstanding the foregoing, Should it become reasonably apparent to Attorney that the actual billings will exceed Attorney’s initial estimate of anticipated legal costs and fees, Attorney shall immediately notify City thereof in advance and shall submit a revised written estimate for City’s approval.

4. City Representative. The City Attorney, or the City Attorney’s designee, shall be the #8..
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City of Modesto and Oppenheimer Investigations Group, LLP 6 “City Representative” under this Agreement and shall administer this Agreement for City, including any payments hereunder. All Attorney questions pertaining to this Agreement shall be referred to the City Representative or the Representative’s designee.

5. Insurance Requirements. During the entire term of this Agreement, Attorney shall maintain the following insurance:
a. Minimum Scope of Insurance: Coverage should be at least as broad as:
i. Insurance Services Office Form No. CG 0001 (Commercial General Liability);
ii. Insurance Services Office Form No. CA 0001 (Ed. 1/87) (Automobile Liability, Code “any auto”);
iii. Workers’ Compensation as required by the Labor Code of the State of California, and Employers’ Liability Insurance:
iv. Professional Liability (Errors and Omissions) insurance against loss due to error, omission or malpractice.
b. Minimum Limits of Insurance: Attorney shall maintain limits no less than:
i. Commercial General Liability: $1,000,000 combined single limit per occurrence, including endorsements for contractual liabilities, broad form property damage and personal injury.
ii. Automobile Liability: $1,000,000 combined single limit per accident for personal injury and property damage arising from owned, hired and nonowned vehicles. iii. Workers’ Compensation and Employers’ Liability: Workers’ compensation limits as required by the Labor Code of the State of California and Employers’ Liability limits of $1,000,000 per accident. iv. Professional Liability (Errors and Omissions): $2,000,000 combined single limit per occurrence.
c. Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. d. Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following provisions:
i. General Liability and Automobile Liability Coverages:
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City of Modesto and Oppenheimer Investigations Group, LLP 7 (1) The General Liability and Automobile Liability policies shall be written on an occurrence form and shall name City, its officers, officials, agents, employees and volunteers as additional insureds.

Such policy(ies) of insurance shall be endorsed so that Attorney’s insurance shall be primary and any insurance or self-insurance maintained by City, its officials, employees or volunteers shall be in excess of Attorney’s insurance and shall not contribute with it. (2) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its officials, employees or volunteers.
(3) Coverage shall state that Attorney’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. ii. All Coverages:
(1) Each insurance policy required by this Agreement shall be endorsed to state that coverages shall not be canceled except after thirty (30) days prior written notice has been given to City. In addition, Attorney agrees that it shall not reduce its coverage or limits on any such policy except after thirty (30) days prior written notice has been given to City and City approves the reduction in coverage or limits. Attorney further agrees that it shall not increase any deductibles or self-insured retentions on any such policy except after thirty (30) days prior written notice has been given to City and City approves such increase.
(2) In the event claims made forms are used for any Professional Liability coverage, either (i) the policy(ies) shall be endorsed to provide not less than a five (5) year discovery period, or (ii) the coverage shall be maintained for a minimum of five (5) years following the termination of this Agreement and the requirements of this section relating to such coverage shall survive termination or expiration of this Agreement. Attorney shall furnish City with the certificate(s) and applicable endorsements for ALL required insurance prior to City’s execution of this Agreement.
e. Acceptability of Insurers: Insurance shall be placed with insurers with a Bests’ rating of no less than A:VII. This requirement may, however, be waived in individual cases for Errors and Omissions Coverages only; provided, however, that in no event shall a carrier with a rating below B:IX be acceptable. f. Verification of Coverage: Attorney shall furnish City with certificates of #8..
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City of Modesto and Oppenheimer Investigations Group, LLP 8 insurance showing compliance with the above requirements and with original endorsements affecting all coverages required by this Agreement both prior to the execution of this Agreement, and during the pendency of this Agreement at any time upon request by City. The certificates and/or endorsements shall set forth a valid policy number for City, and shall indicate the Issue Date, Effective Date and Expiration Date. The certificates and endorsements for each insurance policy shall be signed by a person authorized by the insurer to bind coverage on its behalf. The certificates and endorsements shall be forwarded to the City Representative.
g. Payment Withhold: City shall withhold payments to Attorney if the certificates of insurance and endorsements required in this section are canceled or Attorney otherwise ceases to be insured as required herein.

6. Indemnification.
a. Indemnity: Attorney and City shall mutually, fully indemnify and save harmless, each other, their officers and employees, including without limitation the City Attorney, and each and every one of them, from and against all actions, damages, costs, liability, claims, losses, judgments, penalties and expenses of every type and description, including, but not limited to, any fees and/or costs reasonably incurred by Attorney and City’s staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), to which any or all of them may be subjected, to the extent such Liabilities are caused by or result from any negligent act or omission or willful misconduct of Attorney or City, their subcontractors or agents, and their respective officers and employees, in connection with the performance or nonperformance of this Agreement, whether or not the City, its officers or employees reviewed, accepted or approved any service or work product performed or provided by the Attorney, and whether or not such Liabilities are litigated, settled or reduced to judgment.
b. Obligation to Defend: Attorney and City shall, upon request, defend at Attorney’s or City’s sole cost any action, claim, suit, cause of action or portion thereof which asserts or alleges Liabilities to the extent such Liabilities are caused by or result from any negligent act or omission or willful misconduct of Attorney or City, their sub-attorneys, subcontractors or agents, and their respective officers and employees, in connection with the performance or nonperformance of this Agreement, whether such action, claim, suit, cause of action or portion thereof is well founded or not.
c. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Agreement shall not affect or limit any of Attorney and City’s rights under this section, nor shall the limits of such insurance limit the liability of Attorney and City #8..
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City of Modesto and Oppenheimer Investigations Group, LLP 9 hereunder. This section shall not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of Section 4 (Confidentiality of City Information) above. The provisions of this section shall survive any expiration or termination of this Agreement.

7. Termination.
a. By City. City may terminate this Agreement at any time by written notice. After receiving such notice, Attorney will cease providing services. Attorney will cooperate with City in the orderly transfer of all related files and records to your new counsel.
b. By Attorney. Attorney may terminate this Agreement at any time with City’s consent or for good cause. Attorney may terminate this Agreement for any reason by giving to City Attorney not less than sixty (60) days prior written notice of termination. The notice shall specify the effective date of and reason for the termination. Good cause exists if (a) any statement is not paid within ninety (90) days of its receipt; (b) City fails to meet any other obligation under this Agreement and continues in that failure for 15 days after Attorney sends written notice to City; (c) City has misrepresented or failed to disclose material facts to Attorney, refused to cooperate with Attorney, refused to follow Attorney’s advice on a material matter, or otherwise made Attorney’s representation unreasonably difficult; or (d) any other circumstance exists in which ethical rules of the legal profession mandate or permit termination, including situations where a conflict of interest arises. If Attorney terminates Services, City agrees to execute a substitution of attorneys promptly and otherwise cooperate in effecting that termination.

Termination of this Agreement, whether by City or by Attorney, will not relieve the obligation to pay for services rendered and costs incurred before our services formally ceased.

8. General Provisions.
a. Independent Contractor.
i. It is understood and agreed that Attorney (including Attorney’s employees) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto for any purpose whatsoever. Neither Attorney nor Attorney’s assigned personnel shall be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Attorney under the provisions of this Agreement, and Attorney shall be issued an IRS Form 1099 for its services hereunder. As an independent contractor, Attorney hereby agrees to indemnify and hold City harmless #8..
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City of Modesto and Oppenheimer Investigations Group, LLP 10 from any and all claims that may be made against City based upon any contention by any of Attorney’s employees or by any third party, including but not limited to any state or federal agency, that an employeremployee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any Services under this Agreement.
ii. It is further understood and agreed by the Parties hereto that Attorney, in the performance of its obligations hereunder, is subject to the control and direction of City as to the designation of tasks to be performed and the results to be accomplished by the Services agreed to be rendered and performed under this Agreement, but not as to the means, methods, or sequence used by Attorney for accomplishing such results. To the extent that Attorney obtains permission to, and does, use City facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the Attorney’s sole discretion based on the Attorney’s determination that such use will promote Attorney’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Agreement, the City does not require that Attorney use City facilities, equipment or support services or work in City locations in the performance of this Agreement.
iii. If, in the performance of this Agreement, any third persons are employed by Attorney, such persons shall be entirely and exclusively under the direction, supervision, and control of Attorney. Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Attorney. It is further understood and agreed that Attorney shall issue W-2 or 1099 Forms for income and employment tax purposes, for all of Attorney’s assigned personnel and subcontractors.
b. Licenses; Permits, Etc.: Attorney represents and warrants that Attorney has all licenses, permits, City Business Operations Tax Certificate, qualifications, and approvals of whatsoever nature which are legally required for Attorney to practice its profession or provide any services under the Agreement. _____________
Attorney’s Initial
Attorney represents and warrants that Attorney shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Attorney to practice its profession or provide such Services. Without limiting the generality #8..
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City of Modesto and Oppenheimer Investigations Group, LLP 11 of the foregoing, if Attorney is an out-of-state corporation, Attorney warrants and represents that it possesses a valid certificate of qualification to transact business in the State of California issued by the California Secretary of State pursuant to Section 2105 of the California Corporations Code.
c. Conflicts of Interest. Attorney represents and warrants that they have made a diligent effort to determine whether there are any actual or potential conflicts of interest that would preclude or interfere with Attorney’s performance of this Agreement, and that no such conflict of interest exists. Attorney shall indemnify and hold harmless City from and against any and all liability, loss, expense and obligation arising directly or indirectly out of any breach of the foregoing representation and warranty. Attorney agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City at all times during the performance of this Agreement.
d. Confidentiality of City Information. Attorney understands and agrees that during the course performing the services required by this Agreement, or in contemplation thereof, Attorney may have access to private or confidential information which may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Attorney agree that all information disclosed by City to Attorney shall be held in confidence and used only in performance of the services required by this Agreement. A violation of this section shall be a material violation of this Agreement and shall justify legal and/or equitable relief. e. Publicity. The City Representative shall serve as the point of contact for press information regarding all matters performed by Attorney under this Agreement.

If any publicity is generated by the subject matter of this representation, Attorney will consult with and obtain approval of the City Representative before making any statement to any media outlet (whether radio, print, internet or television) about the content and timing of such statement.
f. Disqualification of Judges. At the option of the City Attorney, judges may be disqualified from hearing City litigation, and Attorney shall adhere to such decision of the City Attorney. In the event that Attorney is of the opinion that a judge ought to be disqualified, the City Attorney must be consulted in advance by Attorney, and Attorney must obtain the City Attorney’s written consent to such disqualification.
g. Equal Employment Opportunity. During the performance of this Agreement, Attorney, for itself, its assignees and successors in interest, agrees as follows:
i. Compliance With Regulations: Attorney shall comply with the Executive Order 11246 entitled “Equal Opportunity in Federal Employment”, as amended by Executive Order 11375 and 12086, and as #8..
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City of Modesto and Oppenheimer Investigations Group, LLP 12 supplemented in Department of Labor regulations (41 CFR Chapter 60), hereinafter collectively referred to as the “Regulations.” ii. Nondiscrimination: Attorney, with regards to the work performed pursuant to this Agreement, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Attorney shall not participate either directly or indirectly in discrimination prohibited by the Regulations.
h. Severability. If any portion of this Agreement or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
i. Waiver. Neither City acceptance of, or payment for, any Service or Additional Service performed by Attorney, nor any waiver by either Party of any default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder.
j. Enforcement of Agreement. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the state trial court or Federal District Court located in Stanislaus County in the State of California, and the Parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.
k. Attorneys’ Fees. In any action to enforce the terms of this Agreement, the prevailing Party shall recover its reasonable attorneys' fees. l. Assignment Prohibited. The expertise and experience of Attorney are material considerations for this Agreement. City has a strong interest in the qualifications and capability of the persons and entities who will fulfill the obligations imposed on Attorney under this Agreement. In recognition of this interest, Attorney shall not assign any right or obligation pursuant to this Agreement without the written consent of the City. Any attempted or purported assignment without City’s written consent shall be void and of no effect.
m. Notice. Any notice, demand, request, consent, approval, communication either Party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either Party may change its address by notifying the #8..
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City of Modesto and Oppenheimer Investigations Group, LLP 13 other Party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section.

To: City of Modesto: To: Attorney:

Attention: City Attorney Attention: Vida Thomas
Contact Information: Contact Information:
1010 Tenth Street, 6th Floor
Modesto, CA 95353
Phone: (209) 577-5288
1300 Clay Street, Suite 600
Oakland, CA 94612
Phone: (510) 393-4212

10. Authority. The person signing this Agreement for Attorney hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Attorney and to bind Attorney to the performance of its obligations hereunder.

11. Exhibits. All exhibits referred to herein are attached hereto and are by this reference incorporated as if set forth fully herein.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below.

CITY OF MODESTO,
A Municipal Corporation
By:__________________________________
Print name: Joseph P. Lopez
Title: City Manager
APPROVED TO AS FORM:
_____________________________________
Jose M. Sanchez, City Attorney
ATTEST:
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City of Modesto and Oppenheimer Investigations Group, LLP 14 ____________________________________
Diane Nayares-Perez, City Clerk
________________________________
Matthew Braley, Risk Manager
[Signatures Continued on Next Page.]
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City of Modesto and Oppenheimer Investigations Group, LLP 15 ATTORNEY:

OPPENHEIMER INVESTIGATIONS GROUP LLP
______________________________________
______________________________________
Federal I.D. No.
______________________________________
State I.D. No.
______________________________________
City of Modesto Business Op. Tax Cert. No.

TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____ Partnership
_____ Corporation
_____ Limited Liability Company
_____ Other (please specify: ______________)
______________________________________
Signature of Authorized Person
______________________________________
Title
______________________________________
Additional Signature (if required)
______________________________________
Title
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City of Modesto and Oppenheimer Investigations Group, LLP 16

EXHIBIT A
Oppenheimer Response to RFP
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STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT for investigative services (“Agreement”), is made and entered into in the City of Modesto, State of California, this 13th day of August, 2024 (“Effective Date”), by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and Municipal Resource Group, LLC (MRG), a California Limited Liability Company, hereinafter referred to as "Consultant."
This Agreement is made with regard to the following recitals:

A. The City has determined that a consultant is necessary to assist with internal administrative investigation services.

B. Consultant represents that it is qualified, willing and able to provide internal administrative investigation services.

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

1. SCOPE OF SERVICES.

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

2. TERM OF AGREEMENT.
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06/20/24 C:\Users\amog\AppData\Local\Temp\Scrub\15cm1jov\jmv3hpx2.docx a. This Agreement is effective as of the Effective Date and will continue in effect until City's acceptance of and payment for all services authorized by City and performed by Consultant ending no later than August 13, 2026, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

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

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed $100,000 as full remuneration for performing all services and furnishing all staffing and materials called for performance by Consultant of all of its duties and obligations under this Agreement.

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the rates set forth in Exhibit “A” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed. #8..
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4. OBLIGATIONS OF CONSULTANT.

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

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Mary Egan will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that twenty percent (20%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the abovenamed person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used, reused, or otherwise disposed of by City as it may require #8..
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06/20/24 C:\Users\amog\AppData\Local\Temp\Scrub\15cm1jov\jmv3hpx2.docx without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City.

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

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

7. NEWS AND INFORMATION RELEASE.

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

8. INTEREST OF CONTRACTOR.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person #8..
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having any such interest. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this Agreement if so required at the option of City.

9. AMENDMENTS.

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

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

10. INDEPENDENT CONTRACTOR.

All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer, or employee of the City is to be considered an employee of Consultant. It is understood by both Consultant and City that this Agreement shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture.
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06/20/24 C:\Users\amog\AppData\Local\Temp\Scrub\15cm1jov\jmv3hpx2.docx Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.

Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement.

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

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

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever. #8..
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It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

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

11. ASSIGNMENT.

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

12. PATENT/COPYRIGHT MATERIALS.

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

13. NOTICES.

Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (a) upon actual delivery, if delivery is by hand; or (b) five (5) days after delivery into the United States mail if delivery is by postage paid registered or certified (return receipt requested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time.
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06/20/24 C:\Users\amog\AppData\Local\Temp\Scrub\15cm1jov\jmv3hpx2.docx FOR Consultant: Name: Mary Egan, CEO
Address: P.O. Box 561
Wilton, CA 95693
Phone: (916) 261-7547
Email: egan@solutionsmrg.com
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95354
Attention: Carmen Vargas
Phone: (209) 577-5409

Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City 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 $1,000,000 for property damage or $1,000,000 combined single limit. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required per-occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises #8..
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and operations; broad form contractual; independent consultants and subcontractors; products and completed operations.
(b) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $1,000,000 property damage or $1,000,000 combined single limit. This insurance shall cover any automobile for bodily injury and property damage.
(c) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000.
(d) Professional Liability (Errors and Omissions) Insurance with limits not less than $2,000,000 per claim, $2,000,000 aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

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

Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, #8..
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06/20/24 C:\Users\amog\AppData\Local\Temp\Scrub\15cm1jov\jmv3hpx2.docx its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. Consultant shall provide City with separate endorsements evidencing proof of the City’s additional insured status as to both the general liability and automobile liability insurance policies. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. In addition, Consultant shall provide City with a Workers Compensation subrogation waiver by way of a separate endorsement. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

All endorsements referenced above must include the applicable policy number.

15. TERMINATION OF AGREEMENT.

Termination by City for Default of Consultant
Should Consultant default in the performance of this Agreement or materially breach any of its provisions, at its option, City may terminate this Agreement by giving written notification to Consultant. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required #8..
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services or duties, willful destruction of City's property by Consultant, dishonesty, or theft.

Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the agreement for convenience and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Termination by City for Lack of Budgeted Funds
The City may terminate this Agreement effective July 1 of any given year upon the City's determination to not appropriate sufficient funds for this Agreement for the ensuing fiscal year. In such event, City shall give Consultant not less than 30 days written notice of termination.

Termination by City for Change of Consultant's Tax Status If City determines that Consultant does not meet the requirements of federal and state tax laws for independent contractor status, City may terminate this Agreement by giving written notice to Consultant. The termination date shall be the effective date of the notice.

Post-Termination Procedures
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06/20/24 C:\Users\amog\AppData\Local\Temp\Scrub\15cm1jov\jmv3hpx2.docx If this Agreement is terminated pursuant to this Section, Consultant shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees,
subconsultants and agents are notified of such termination and act as specified in the notice of termination;
b. Terminate all orders and Subcontractors except as
necessary to complete any portion of the work that is not terminated;
c. If directed in writing by the City to do so, assign all right, title and interest in subcontracts and materials in progress to City, in which case the City will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the work not completed or undertaken, including materials not delivered;
d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been
accumulated by the Consultant in performing the work
whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City;
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f. Complete performance of such part of the work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the work and/or property related to the work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project.
i. The Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. If the Agreement is terminated pursuant to the subparagraph entitled Termination by City for Default of Consultant, Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date. The final payment to #8..
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06/20/24 C:\Users\amog\AppData\Local\Temp\Scrub\15cm1jov\jmv3hpx2.docx the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the work such as subconsultant
agreements or contracts for materials;
b. The agreement price allocable to the portion of the work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as
determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

16. CERTIFIED PAYROLL REQUIREMENT.

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

17. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly #8..
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out of any act or omission of Consultant whether or not the act or omission arises from the sole negligence or other liability of City, or its agents, officers, and employees or volunteers relating to or during the performance of its obligations under this agreement.

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

18. DISPUTE RESOLUTION.

All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this agreement, including the determination of the scope or applicability of this agreement provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this agreement.

The American Arbitration Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.

This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Consultant with City, and #8..
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06/20/24 C:\Users\amog\AppData\Local\Temp\Scrub\15cm1jov\jmv3hpx2.docx the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Consultant so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Consultant to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Consultant. Otherwise, the claim or claims shall be deemed waived in their entirety.

The “fast track” rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made. Both City and Consultant shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.

Whether or not City and Consultant may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.

The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the #8..
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arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail. The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.

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

Consultant shall include in all subcontracts a specification whereby the sub-consultant consents to being joined in an arbitration between City and Consultant involving the work of the sub-consultant to be joined. Consultant’s failure to do so shall be a breach of this agreement.

The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1293. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.

19. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder.

All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been #8..
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06/20/24 C:\Users\amog\AppData\Local\Temp\Scrub\15cm1jov\jmv3hpx2.docx incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY.

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

21. WAIVER.

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

22. AUDIT.

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

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

23. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.
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24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

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

26. CITY BUSINESS LICENSE.

Consultant shall maintain a City of Modesto business license during the entirety of the term of this Agreement.
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06/20/24 C:\Users\amog\AppData\Local\Temp\Scrub\15cm1jov\jmv3hpx2.docx IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2024- , adopted by the Council of the City of Modesto on the 13th day of August 2024, and ___________ has caused this Agreement to be duly executed as of the Effective Date. #8..
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STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT for investigative services (“Agreement”), made and entered into in the City of Modesto, State of California, this _13th___ day of _August_____, 2024 (“Effective Date”), by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and DigiStream Central Valley, Inc., a California Limited Liability Company, hereinafter referred to as "Consultant."
This Agreement is made with regard to the following recitals:

A. The City has determined that a consultant is necessary to assist with internal administrative investigation services.

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

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

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "project", incorporated and made a part of this Agreement by this reference. The Consultant shall perform the services as described in Exhibit "A" in a manner compatible with the standards of its profession in the geographical area in which it practices and shall produce a fully complete project that is acceptable to City.

2. TERM OF AGREEMENT.
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a. This Agreement is effective as of the Effective Date and will continue in effect until City's acceptance of and payment for all services authorized by City and performed by Consultant ending no later than August 13, 2026, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

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

3. COMPENSATION.

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the rates set forth in Exhibit “A” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed. #8..
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4. OBLIGATIONS OF CONSULTANT.

5. PERFORMANCE BY KEY EMPLOYEE.

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

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used, reused, and otherwise disposed of by City as it may require #8..
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without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City.

7. NEWS AND INFORMATION RELEASE.

8. INTEREST OF CONTRACTOR.

Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person #8..
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having any such interest. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this Agreement if so required at the option of City.

9. AMENDMENTS.

10. INDEPENDENT CONTRACTOR.

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

Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement.

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any entitlement as a City employee, right to act on behalf of the City in any capacity whatsoever as an agent, or to bind the City to any obligation whatsoever. #8..
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It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.

11. ASSIGNMENT.

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

12. PATENT/COPYRIGHT MATERIALS.

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

13. NOTICES.

Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (a) upon actual delivery, if delivery is by hand; or (b) five (5) days after delivery into the United States mail if delivery is by postage paid registered or certified (return receipt requested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time.
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FOR Consultant: Name: Katelyn Codner, Managing Partner
Address: 3831 N. Freeway Blvd., Suite #115
Sacramento, CA 95834
Phone: (916) 906-1161
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95354
Attention: Carmen Vargas
Phone: (209) 577-5409

Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City 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 $1,000,000 for property damage or $1,000,000 combined single limit. If commercial general liability insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required per-occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises #8..
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and operations; broad form contractual; independent consultants and subcontractors; products and completed operations.
(b) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $1,000,000 property damage or $1,000,000 combined single limit. This insurance shall cover any automobile for bodily injury and property damage.
(c) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000.
(d) Professional Liability (Errors and Omissions) Insurance with limits not less than $2,000,000 per claim, $4,000,000 aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

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

All endorsements referenced above must include the applicable policy number.

15. TERMINATION OF AGREEMENT.

Termination by City for Default of Consultant
Should Consultant default in the performance of this Agreement or materially breach any of its provisions, at its option, City may terminate this Agreement by giving written notification to Consultant. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required #8..
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services or duties, willful destruction of City's property by Consultant, dishonesty or theft.

Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

Termination by City for Lack of Budgeted Funds
The City may terminate this Agreement effective July 1 of any given year upon the City's determination to not appropriate sufficient funds for this Agreement for the ensuing fiscal year. In such event City shall give Consultant not less than 30 days written notice of termination.

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

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. If the agreement is terminated pursuant to the subparagraph entitled Termination by City for Default of Consultant, Consultant understands and agrees that City may, in City's sole discretion, refuse to pay Consultant for that portion of Consultant's services which were performed by Consultant on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date. The final payment to #8..
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the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the work such as subconsultant
agreements or contracts for materials;
b. The Agreement price allocable to the portion of the work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as
determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

16. CERTIFIED PAYROLL REQUIREMENT.

17. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly #8..
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out of any act or omission of Consultant whether or not the act or omission arises from the sole negligence or other liability of City, or its agents, officers, and employees or volunteers relating to or during the performance of its obligations under this Agreement.

18. DISPUTE RESOLUTION.

All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this Agreement provision shall be determined by binding arbitration in Modesto, California by one arbitrator, except as otherwise specified in this agreement.

This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Consultant with City, and #8..
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the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Consultant so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Consultant to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Consultant. Otherwise, the claim or claims shall be deemed waived in their entirety.

The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the #8..
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arbitrator and the reasonable attorney fees of the prevailing party, against the party who did not prevail. The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.

19. ENTIRE AGREEMENT.

All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been #8..
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incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this agreement shall be considered valid unless specifically agreed to in writing by all the parties.

20. PARTIAL INVALIDITY.

21. WAIVER.

22. AUDIT.

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

23. GOVERNING LAW.

This Agreement shall be governed according to the laws of the State of California.
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24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

26. CITY BUSINESS LICENSE.

Consultant shall have and maintain a City of Modesto business license during the entirety of the term of this Agreement. #8..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2024- , adopted by the Council of the City of Modesto on the 13th day of August , 2024, and ___________ has caused this Agreement to be duly executed as of the Effective Date. #8..
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LEGAL SERVICES AGREEMENT
This Agreement for Legal Services (this “Agreement”) is made and entered into on the ___ day of August 2024 (“Effective Date”), by and between the CITY OF MODESTO, a California Municipal Corporation (“CITY”), located at 1010 Tenth Street, Sixth Floor, Modesto, California 95353 and LIEBERT CASSIDY WHITMORE, (“Attorney”), located at 5250 North Palm Ave., Suite 310, Fresno, California 93704. City and Attorney are hereinafter collectively referred to as the “Parties,” and singularly as a “Party.”

NOW, THEREFORE it is hereby agreed as follows:

1. Services.
a. Scope of Work: Subject to the terms and conditions set forth in this Agreement, Attorney shall provide to City the following services (“Services”):

Conduct various types of investigative services, including but not limited to surveillance, investigative research, interviews, background investigations, undercover investigations, people locates, Internet & E-mail tracing, computer examinations as well as electronic surveillance countermeasures for Personnel and Administrative Investigations
Attorney shall not be compensated for services outside the scope of work identified under this Section unless prior to the commencement of such services:
(i) Attorney notifies City and City agrees that such services are outside the scope of work under this Section; (ii) Attorney estimates the additional compensation required for these additional services; and (iii) City, after notice, approves in writing a Supplemental Agreement specifying the additional services and amount of compensation therefor.
b. Term: This Agreement shall become effective on the Effective Date and shall continue for a two-year term to August ___2026 unless sooner terminated as provided in Section 7.
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2. Fees and Costs.
a. Hourly Rates:

See attached Labor rates.

Each billing entry must contain the initials of the individual performing the task, the nature of the task, the date it was performed, and the length of time it took.
iii. Costs under $1,000.00 shall be paid by Attorney and submitted with their normal billing.
iv. City reserves the right to audit all invoices.
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of Attorney’s invoice, generally within sixty (60) days of receipt.

Attorney shall be responsible for supplying all documentation necessary to verify the monthly billings to the satisfaction of City. vi. In addition to the provisions stated elsewhere in this Agreement regarding the payment of fees, billing and budgeting, the following guidelines for billing apply:
(1) City expects each individual working on the matter for which Attorney is retained to have the necessary experience to perform the services required to protect or pursue City’s interests in the matter in a cost effective manner, consistent with high professional and ethical standards.
(2) City expects Attorney to select the individual most suitable for the task required and the specific needs of the matter, and to use the maximum efficiencies available. Billings for services performed by the inappropriate level of personnel will be reduced by City based on rate adjustments for the appropriate level of personnel. (3) City will not pay for unnecessary review of texts, codes, rules of court, or other fundamental references. City will pay the hourly rate for specific legal research which is unique to the matter, assuming that Attorney has used maximum efficiencies and that Attorney has not already recently performed research in the same or very similar areas of law.
(4) City acknowledges the benefit of communications between attorneys in the firm. City does, however, expect that intra-office conferences will only be held as needed, and will be kept to a minimum. Intra-office conferences shall be for the purpose of discussing strategy and legal issues which directly further the matter. City will not pay for conferences which are supervisorial, instructional or administrative. Any invoice which lists an intraoffice conference that does not meet these guidelines must contain a full explanation and is subject to reduction by City. City will not pay for “team meetings” and City will scrutinize all intra-office conferences for “value added” to the matter by the conference, for the number of individuals attending the conference, the length of the conference, the subjects discussed at the conference and who participated in it, and will, in City’s sole discretion, determine if such value has been added.
(5) City will not pay for local telephone calls, incoming facsimiles, postage, time spent on filing, calendaring, indexing pleadings, #8..
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conferences with Clerks of court or court reporters, proofreading, re-drafting due to substandard work, or opening, organizing or closing files. City will not pay for time billed by summer interns or associates, time for more than one individual to attend a trial, hearing, court appearance, arbitration, mediation, deposition, third party meeting, conference call or similar event, unless otherwise approved by City in advance.
(6) Vague billing which does not contain sufficient information to allow City’s reviewer of the invoice to determine the nature of the task, the reason for the task, and the individual performing the task is subject to reduction by City.
(7) City will not reimburse for overtime, word processing, supplies, anything identified on an invoice as “miscellaneous,” or any other unidentified charges.
d. Budget:
i. Within ten (10) days of the Effective Date, Attorney shall provide City with a proposed budget for the Services to be rendered pursuant to this Agreement. If Services involve tasks that have not yet been assigned by City, Attorney shall provide City with a proposed budget for all assigned new tasks with ten (10) days of receiving written notice from the City assigning Attorney the new task. Total compensation for all tasks under this Agreement shall not exceed the total compensation under Section 2 of this Agreement. The budget shall include all projected fees and costs to be incurred by Attorney and necessary for completion of the Services necessary to conclude the representation. The budget shall be a good faith estimate and shall be as complete and detailed as reasonable possible, including such things as discovery and motions for trial, preparation of documents for transactional services, and anticipated research and investigations. The proposed budget shall identify the projected total hours that will be billed to each task, and the individual that are anticipated to be performing the task. Any deviation from the budget in excess of ten percent (10%), must be approved in advance by the City Attorney or designee. Notwithstanding the foregoing, Should it become reasonably apparent to Attorney that the actual billings will exceed Attorney’s initial estimate of anticipated legal costs and fees, Attorney shall immediately notify City thereof in advance and shall submit a revised written estimate for City’s approval.
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5. Insurance Requirements. During the entire term of this Agreement, Attorney shall maintain the following insurance:
a. Minimum Scope of Insurance: Coverage should be at least as broad as:
i. Insurance Services Office Form No. CG 0001 (Commercial General Liability);
ii. Insurance Services Office Form No. CA 0001 (Ed. 1/87) (Automobile Liability, Code “any auto”);
iii. Workers’ Compensation as required by the Labor Code of the State of California, and Employers’ Liability Insurance:
iv. Professional Liability (Errors and Omissions) insurance against loss due to error, omission or malpractice.
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b. Minimum Limits of Insurance: Attorney shall maintain limits no less than:
i. Commercial General Liability: $1,000,000 combined single limit per occurrence, including endorsements for contractual liabilities, broad form property damage and personal injury.
ii. Automobile Liability: $1,000,000 combined single limit per accident for personal injury and property damage arising from owned, hired and nonowned vehicles. iii. Workers’ Compensation and Employers’ Liability: Workers’ compensation limits as required by the Labor Code of the State of California and Employers’ Liability limits of $1,000,000 per accident. iv. Professional Liability (Errors and Omissions): $2,000,000 combined single limit per occurrence.
c. Deductibles and Self-Insured Retentions: Any deductibles or self-insured retentions must be declared to and approved by the City. d. Other Insurance Provisions: The policies are to contain, or be endorsed to contain, the following provisions:
i. General Liability and Automobile Liability Coverages:
(1) The General Liability and Automobile Liability policies shall be written on an occurrence form and shall name City, its officers, officials, agents, employees and volunteers as additional insureds.

Such policy(ies) of insurance shall be endorsed so that Attorney’s insurance shall be primary and any insurance or self-insurance maintained by City, its officials, employees or volunteers shall be in excess of Attorney’s insurance and shall not contribute with it. (2) Any failure to comply with reporting provisions of the policies shall not affect coverage provided to City, its officials, employees or volunteers.
(3) Coverage shall state that Attorney’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer’s liability. ii. All Coverages:
(1) Each insurance policy required by this Agreement shall be endorsed to state that coverages shall not be canceled except after thirty (30) days prior written notice has been given to City. In #8..
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addition, Attorney agrees that it shall not reduce its coverage or limits on any such policy except after thirty (30) days prior written notice has been given to City and City approves the reduction in coverage or limits. Attorney further agrees that it shall not increase any deductibles or self-insured retentions on any such policy except after thirty (30) days prior written notice has been given to City and City approves such increase.
(2) In the event claims made forms are used for any Professional Liability coverage, either (i) the policy(ies) shall be endorsed to provide not less than a five (5) year discovery period, or (ii) the coverage shall be maintained for a minimum of five (5) years following the termination of this Agreement and the requirements of this section relating to such coverage shall survive termination or expiration of this Agreement. Attorney shall furnish City with the certificate(s) and applicable endorsements for ALL required insurance prior to City’s execution of this Agreement.
e. Acceptability of Insurers: Insurance shall be placed with insurers with a Bests’ rating of no less than A:VII. This requirement may, however, be waived in individual cases for Errors and Omissions Coverages only; provided, however, that in no event shall a carrier with a rating below B:IX be acceptable. f. Verification of Coverage: Attorney shall furnish City with certificates of insurance showing compliance with the above requirements and with original endorsements affecting all coverages required by this Agreement both prior to the execution of this Agreement, and during the pendency of this Agreement at any time upon request by City. The certificates and/or endorsements shall set forth a valid policy number for City, and shall indicate the Issue Date, Effective Date and Expiration Date. The certificates and endorsements for each insurance policy shall be signed by a person authorized by the insurer to bind coverage on its behalf. The certificates and endorsements shall be forwarded to the City Representative.
g. Payment Withhold: City shall withhold payments to Attorney if the certificates of insurance and endorsements required in this section are canceled or Attorney otherwise ceases to be insured as required herein.

6. Indemnification.
a. Indemnity: Attorney shall fully indemnify and save harmless, City, its officers and employees, including without limitation the City Attorney, and each and every one of them, from and against all actions, damages, costs, liability, claims, losses, judgments, penalties and expenses of every type and description, including, but not limited to, any fees and/or costs reasonably incurred by City’s #8..
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staff attorneys or outside attorneys and any fees and expenses incurred in enforcing this provision (hereafter collectively referred to as “Liabilities”), to which any or all of them may be subjected, to the extent such Liabilities are caused by or result from any negligent act or omission or willful misconduct of Attorney, its subcontractors or agents, and their respective officers and employees, in connection with the performance or nonperformance of this Agreement, whether or not the City, its officers or employees reviewed, accepted or approved any service or work product performed or provided by the Attorney, and whether or not such Liabilities are litigated, settled or reduced to judgment. b. Obligation to Defend: Attorney shall, upon City’s request, defend at Attorney’s sole cost any action, claim, suit, cause of action or portion thereof which asserts or alleges Liabilities to the extent such Liabilities are caused by or result from any negligent act or omission or willful misconduct of Attorney, its sub-attorneys, subcontractors or agents, and their respective officers and employees, in connection with the performance or nonperformance of this Agreement, whether such action, claim, suit, cause of action or portion thereof is well founded or not. c. Insurance Policies; Intellectual Property Claims: The existence or acceptance by City of any of the insurance policies or coverages described in this Agreement shall not affect or limit any of City’s rights under this section, nor shall the limits of such insurance limit the liability of Attorney hereunder. This section shall not apply to any intellectual property claims, actions, lawsuits or other proceedings subject to the provisions of Section 4 (Confidentiality of City Information) above.

The provisions of this section shall survive any expiration or termination of this Agreement.

7. Termination.
a. By City. City may terminate this Agreement at any time by written notice. After receiving such notice, Attorney will cease providing services. Attorney will cooperate with City in the orderly transfer of all related files and records to your new counsel.
b. By Attorney. Attorney may terminate this Agreement at any time with City’s consent or for good cause. Attorney may terminate this Agreement for any reason by giving to City Attorney not less than sixty (60) days prior written notice of termination. The notice shall specify the effective date of and reason for the termination. Good cause exists if (a) any statement is not paid within ninety (90) days of its receipt; (b) City fails to meet any other obligation under this Agreement and continues in that failure for 15 days after Attorney sends written notice to City; (c) City has misrepresented or failed to disclose material facts to Attorney, refused to cooperate with Attorney, refused to follow Attorney’s advice on a material matter, or otherwise made Attorney’s representation unreasonably difficult; or (d) any other circumstance exists in which ethical rules of the legal #8..
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profession mandate or permit termination, including situations where a conflict of interest arises. If Attorney terminates Services, City agrees to execute a substitution of attorneys promptly and otherwise cooperate in effecting that termination.

Termination of this Agreement, whether by City or by Attorney, will not relieve the obligation to pay for services rendered and costs incurred before our services formally ceased.

8. General Provisions.
a. Independent Contractor.
i. It is understood and agreed that Attorney (including Attorney’s employees) is an independent contractor and that no relationship of employer-employee exists between the Parties hereto for any purpose whatsoever. Neither Attorney nor Attorney’s assigned personnel shall be entitled to any benefits payable to employees of City. City is not required to make any deductions or withholdings from the compensation payable to Attorney under the provisions of this Agreement, and Attorney shall be issued an IRS Form 1099 for its services hereunder. As an independent contractor, Attorney hereby agrees to indemnify and hold City harmless from any and all claims that may be made against City based upon any contention by any of Attorney’s employees or by any third party, including but not limited to any state or federal agency, that an employeremployee relationship or a substitute therefor exists for any purpose whatsoever by reason of this Agreement or by reason of the nature and/or performance of any Services under this Agreement.
ii. It is further understood and agreed by the Parties hereto that Attorney, in the performance of its obligations hereunder, is subject to the control and direction of City as to the designation of tasks to be performed and the results to be accomplished by the Services agreed to be rendered and performed under this Agreement, but not as to the means, methods, or sequence used by Attorney for accomplishing such results. To the extent that Attorney obtains permission to, and does, use City facilities, space, equipment or support services in the performance of this Agreement, this use shall be at the Attorney’s sole discretion based on the Attorney’s determination that such use will promote Attorney’s efficiency and effectiveness. Except as may be specifically provided elsewhere in this Agreement, the City does not require that Attorney use City facilities, equipment or support services or work in City locations in the performance of this Agreement.
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iii. If, in the performance of this Agreement, any third persons are employed by Attorney, such persons shall be entirely and exclusively under the direction, supervision, and control of Attorney. Except as may be specifically provided elsewhere in this Agreement, all terms of employment, including hours, wages, working conditions, discipline, hiring, and discharging, or any other terms of employment or requirements of law, shall be determined by Attorney. It is further understood and agreed that Attorney shall issue W-2 or 1099 Forms for income and employment tax purposes, for all of Attorney’s assigned personnel and subcontractors.
b. Licenses; Permits, Etc.: Attorney represents and warrants that Attorney has all licenses, permits, City Business Operations Tax Certificate, qualifications, and approvals of whatsoever nature which are legally required for Attorney to practice its profession or provide any services under the Agreement. _____________
Attorney’s Initial
Attorney represents and warrants that Attorney shall, at its sole cost and expense, keep in effect or obtain at all times during the term of this Agreement any licenses, permits, and approvals which are legally required for Attorney to practice its profession or provide such Services. Without limiting the generality of the foregoing, if Attorney is an out-of-state corporation, Attorney warrants and represents that it possesses a valid certificate of qualification to transact business in the State of California issued by the California Secretary of State pursuant to Section 2105 of the California Corporations Code.
c. Conflicts of Interest. Attorney represents and warrants that they have made a diligent effort to determine whether there are any actual or potential conflicts of interest that would preclude or interfere with Attorney’s performance of this Agreement, and that no such conflict of interest exists. Attorney shall indemnify and hold harmless City from and against any and all liability, loss, expense and obligation arising directly or indirectly out of any breach of the foregoing representation and warranty. Attorney agrees to avoid conflicts of interest or the appearance of any conflicts of interest with the interests of City at all times during the performance of this Agreement.
d. Confidentiality of City Information. Attorney understands and agrees that during the course performing the services required by this Agreement, or in contemplation thereof, Attorney may have access to private or confidential information which may be owned or controlled by City and that such information may contain proprietary or confidential details, the disclosure of which to third parties may be damaging to City. Attorney agree that all information disclosed by City to Attorney shall be held in confidence and used only in performance of the #8..
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services required by this Agreement. A violation of this section shall be a material violation of this Agreement and shall justify legal and/or equitable relief. e. Publicity. The City Representative shall serve as the point of contact for press information regarding all matters performed by Attorney under this Agreement.

If any publicity is generated by the subject matter of this representation, Attorney will consult with and obtain approval of the City Representative before making any statement to any media outlet (whether radio, print, internet or television) about the content and timing of such statement.
f. Disqualification of Judges. At the option of the City Attorney, judges may be disqualified from hearing City litigation, and Attorney shall adhere to such decision of the City Attorney. In the event that Attorney is of the opinion that a judge ought to be disqualified, the City Attorney must be consulted in advance by Attorney, and Attorney must obtain the City Attorney’s written consent to such disqualification.
g. Equal Employment Opportunity. During the performance of this Agreement, Attorney, for itself, its assignees and successors in interest, agrees as follows:
i. Compliance With Regulations: Attorney shall comply with the Executive Order 11246 entitled “Equal Opportunity in Federal Employment”, as amended by Executive Order 11375 and 12086, and as supplemented in Department of Labor regulations (41 CFR Chapter 60), hereinafter collectively referred to as the “Regulations.” ii. Nondiscrimination: Attorney, with regards to the work performed pursuant to this Agreement, shall not discriminate on the ground of race, color, religion, sex, national origin, age, marital status, physical handicap or sexual orientation in selection and retention of subcontractors, including procurement of materials and leases of equipment. Attorney shall not participate either directly or indirectly in discrimination prohibited by the Regulations.
h. Severability. If any portion of this Agreement or the application thereof to any person or circumstance shall be held invalid or unenforceable, the remainder of this Agreement shall not be affected thereby and shall be enforced to the greatest extent permitted by law.
i. Waiver. Neither City acceptance of, or payment for, any Service or Additional Service performed by Attorney, nor any waiver by either Party of any default, breach or condition precedent, shall be construed as a waiver of any provision of this Agreement, nor as a waiver of any other default, breach or condition precedent or any other right hereunder.
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j. Enforcement of Agreement. This Agreement shall be governed, construed and enforced in accordance with the laws of the State of California. Venue of any litigation arising out of or connected with this Agreement shall lie exclusively in the state trial court or Federal District Court located in Stanislaus County in the State of California, and the Parties consent to jurisdiction over their persons and over the subject matter of any such litigation in such courts, and consent to service of process issued by such courts.
k. Attorneys’ Fees. In any action to enforce the terms of this Agreement, the prevailing Party shall recover its reasonable attorneys' fees. l. Assignment Prohibited. The expertise and experience of Attorney are material considerations for this Agreement. City has a strong interest in the qualifications and capability of the persons and entities who will fulfill the obligations imposed on Attorney under this Agreement. In recognition of this interest, Attorney shall not assign any right or obligation pursuant to this Agreement without the written consent of the City. Any attempted or purported assignment without City’s written consent shall be void and of no effect.
m. Notice. Any notice, demand, request, consent, approval, communication either Party desires or is required to give the other party or any other person shall be in writing and either served personally or sent by prepaid, first-class mail to the address set forth below. Either Party may change its address by notifying the other Party of the change of address in writing. Notice shall be deemed communicated forty-eight (48) hours from the time of mailing if mailed as provided in this section.

To: City of Modesto: To: Attorney:

Attention: City Attorney Attention: Shelline Bennett
Contact Information: Contact Information:
1010 Tenth Street, 6th Floor
Modesto, CA 95353
Phone: (209) 577-5288
5250 North Palm Ave.,
Suite 310
Fresno, CA 93704
Phone: (559)256-7800

10. Authority. The person signing this Agreement for Attorney hereby represents and warrants that he/she is fully authorized to sign this Agreement on behalf of Attorney and #8..
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to bind Attorney to the performance of its obligations hereunder.

11. Exhibits. All exhibits referred to herein are attached hereto and are by this reference incorporated as if set forth fully herein.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below.

CITY OF MODESTO,
A Municipal Corporation
By:__________________________________
Print name: Joseph P. Lopez
Title: City Manager
APPROVED TO AS FORM:
_____________________________________
Jose M. Sanchez, City Attorney
ATTEST:
____________________________________
Diane Nayares-Perez, City Clerk
________________________________
Matthew Braley, Risk Manager
[Signatures Continued on Next Page.]
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ATTORNEY:

LIEBERT CASSIDY WHITMORE
______________________________________
______________________________________
Federal I.D. No.
______________________________________
State I.D. No.
______________________________________
City of Modesto Business Op. Tax Cert. No.

TYPE OF BUSINESS ENTITY (check one):
_____ Individual/Sole Proprietor
_____ Partnership
_____ Corporation
_____ Limited Liability Company
_____ Other (please specify: ______________)
______________________________________
Signature of Authorized Person
______________________________________
Title
______________________________________
Additional Signature (if required)
______________________________________
Title
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EXHIBIT A
Liebert Cassidy Whitmore Response to RFP
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RENNE PUBLIC LAW GROUP
Proposal for Personnel Investigation Services
April 3, 2024
Primary Contact:

Linda Ross
Renne Public Law Group
[email protected]
350 Sansome Street, Suite 300
San Francisco, CA 94104
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Table of Contents
Letter of Introduction ............................................................................................................... 2 Section 1: Qualifications of the Firm ...................................................................................... 3 o Related Experience ....................................................................................................... 4 Section 2: Professional Fees and Estimated Out-Of-Pocket Expenses ............................... 6 Section 3: List of Previous Clients ........................................................................................... 7 Section 4: Principal Staff Contacts.......................................................................................... 7 o Linda Ross ..................................................................................................................... 7 o Andrew Shen ................................................................................................................. 8 o Spencer Wilson.............................................................................................................. 9 o Karen Carrera............................................................................................................. 10 o Anastasia Bondarchuk ............................................................................................... 11 o Mauricio Grande......................................................................................................... 11 o Luke Jensen................................................................................................................. 12 Section 5: Additional Services (Optional) ............................................................................. 12 #8..
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Linda Ross
Partner
(415) 848-7200
[email protected]
April 3, 2024
City of Modesto
Christina Alger, Director of Human Resources
Krisha Lay, Senior Human Resource Assistant
1010 10th Street
Modesto, CA 95354
Re: Proposal for Personnel Investigation Services
Dear Ms. Alger and Ms. Lay:

Renne Public Law Group® LLP (RPLG) is pleased to submit this proposal to provide Personnel Investigation Services to the City of Modesto (CITY).

Partner Linda Ross will be the main point of contact for this proposal. If the CITY selects RPLG, Managing Partner Jonathan Holtzman will have the authority to represent the firm and make decisions related to contract terms and pricing. Our contact information is:

Linda Ross, Partner
Jonathan Holtzman, Managing Partner
Renne Public Law Group® LLP
350 Sansome Street, Suite 300
San Francisco, CA 94104
Office: 415.848.7200 Fax: 415.848.7230
[email protected]
[email protected]
We understand the scope of services required by the CITY and affirm our commitment to perform these services if selected.

We look forward to the CITY’s review and consideration of our firm for such services.

Very truly yours,

Linda Ross
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Section 1: Qualifications of the Firm
RPLG is a San Francisco-based law firm that delivers a solution-oriented approach to provide legal services to public agency clients throughout California. With experience in nearly every area of public law, our attorneys are skilled specialists and effective advisors and advocates for local entities. Our work is focused on investigating, advising and litigating on behalf of public agencies all over the state of California, including cities, counties, special districts, public educational institutions, and others.

RPLG and its attorneys have received numerous awards and public recognition for their representation of public agencies and clients. In 2019, the Daily Journal recognized RPLG as a Top Boutique Law Firm in the State of California. Of the twenty firms honored, RPLG was the only firm that primarily represents public agencies. Three of the firm’s attorneys are currently on the Recorder newspaper’s “Superlawyer” list: Art Hartinger, Jon Holtzman, and Geoff Spellberg.

We are highly familiar with performing investigations for public agencies. We have conducted numerous investigations of workplace discrimination, harassment, whistleblower retaliation and other violations of public employer policies, as well as investigations concerning conflicts of interest, ethics, and other forms of misconduct by appointed and elected officials.

We are experienced in conducting investigations in conformity the Public Safety Officers Bill of Rights Act, (PSOBRA) and the Firefighter Bill of Rights (FOBR) and have access to investigators who hold hold POST Certified Background Investigator or Certified Fraud Examiner credentials.

RPLG has seasoned attorney investigators with years of public sector experience. Our attorney investigators are not only familiar with the best practices associated with investigations but are also experts in relevant areas of the law including conflicts of interest and ethics laws, labor and employment law, and administrative law. In addition, our project team brings to this work a commitment to improving the relationship between law enforcement and the community, and each team member has extensive experience working with government officials and employees, as well as individual members of the community. Consequently, we would approach our work on this project understanding that our role is unique, but also part of a broader goal, shared by the City and members of the community alike, to facilitate independent investigative processes that are fair to complainants and subjects alike.

We understand the importance of impartial investigations and the fact that well-reasoned investigative findings can support a public entity’s actions if they are challenged in disciplinary proceedings or in a state or federal court. We have conducted investigations ranging from high level, high profile, and politically sensitive matters to allegations of workplace violence, fraud, discrimination, harassment, retaliation, and other policy violations. But beyond the legal implications, we also understand the importance of impartial and transparent investigations to the community and commit to conducting our work in a manner that is above reproach. #8..
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Related Experience
• Investigation for a major Bay Area public employer into allegations of systemic gender and race discrimination and retaliation for whistleblowing. o A professional employee claimed that high level supervisors discriminated in making promotions and in the day-to-day treatment of women and minorities. The employee also alleged that he blew the whistle on violations of internal policies regarding contracts and that he was subjected to retaliation for whistleblowing. We interviewed two dozen witnesses, examined hundreds of pages of documents, and produced a 76-page report. We also conducted a follow-up investigation, involving multiple witnesses and extensive documentation, into the employee’s claim that he was retaliated against for coming forward with his initial complaint.
• Investigation for a major public employer that a high-level public official engaged in bullying.
o We investigated allegations by department heads and others for a governmental entity that an elected official engaged in bullying and other behavior that violated a respectful workplace policy, among others. In connection with this investigation, we interviewed over ten witnesses and reviewed extensive documentation of public statements and internal communications to produce a comprehensive report and findings on the allegations. • Investigation for a Bay Area City into allegations of gender discrimination and retaliation. o We investigated allegations of retaliation committed by the director of a local agency and harassment committed by a coworker. As part of the investigation, we evaluated an earlier internal investigation of a gender discrimination complaint, making this an “investigation of an investigation.” In connection with this investigation, we interviewed over ten witnesses, reviewed extensive documentation, and drafted a 45-page report regarding the retaliation allegations against the director and a 28-page report regarding the harassment allegations against the coworker.
• Oversight of Investigations for Central California Public Agency regarding competing allegations of misconduct by a high-level department manager and local public official. o A City Attorney’s Office retained us to advise the City Council regarding an investigation concerning allegations of ethics-related misconduct and retaliation by a present Councilmember and to oversee a related investigation concerning allegations of workrelated misconduct by a high-level department manager. We received direction from City Council in closed session, provided guidance to outside investigators, conferred with outside legal counsel for subjects of investigation and other interested parties, and partnered with the City Attorney and City Manager’s Office to navigate the process and to place the City in a legally defensible position.
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• Investigation of Bullying By Multiple Department Heads Against Subordinates for County Employer.
o We conducted a comprehensive investigation into allegations that a Department Head cursed at and berated a subordinate employee. Our initial investigation expanded to address similar allegations of physical and verbal misconduct by another department head against subordinates and potential sexual harassment between department heads. We conducted department wide reviews into the allegations, reached conclusions regarding specific incidents of misconduct, and made determinations as to whether such conduct violated County policy.
• Investigation of Physical Intimidation by City Councilmember Against City Manager. o We investigated sensitive allegations raised by a Councilmember against a City Manager that the City Manager had engaged in physical intimidation towards them. We crafted an appropriate scope of potential witnesses and completed the interviews and detailed report within four weeks. We reported our investigative findings in closed session to nonconflicted members of the City Council. We provided legal advice to the City Attorney’s Office and City Council concerning the need for a complainant-Councilmember to recuse themselves from receipt of the report and from participating in the related closed session. • Investigation into allegations of misconduct by a department head. o We conducted a comprehensive investigation of a complaint against a department head alleging more than 10 incidents of misconduct including misuse of public funds and property, favoritism, and bullying. We interviewed 12 witnesses, reviewed extensive documentation including organizational charts, emails, policy statements, personnel records, training records, City Council documents, budgetary documents, and photographs and made factual findings regarding each of the misconduct allegations which we documented in a 46-page report.
• Police Chief Investigation.
o We conducted a comprehensive investigation of a complaint against a Chief of Police alleging more than 10 incidents of misconduct. We interviewed multiple witnesses, reviewed extensive documentation including emails, policy statements, peace officer personnel records, training records, City Council documents, budgetary documents, and photographs and made factual findings regarding each of the misconduct allegations. • Santa Clara County Jail.
o We investigated the actions of correctional officers at the Santa Clara County Jail that resulted in the death of one inmate and the injury to another. In connection with this investigation, we reviewed video footage, jail layout, jail policies and practices, and reviewed the interviews done by homicide officers with dozens of inmates. We produced a written report that included a timeline based on the video and documentary evidence, summarized witness testimony, and provided conclusions on officer responsibility. #8..
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Section 2: Professional Fees and Out-of-Pocket Expenses Our fees for professional services are based on the fair value of the services rendered. To help us determine the value of our services, our attorneys and paralegals maintain time records for each client and matter. Our attorneys and paralegals are assigned hourly rates that are based on years of experience, specialization, training, and level of professional attainment. We adjust our rates periodically (usually at the beginning of each calendar year) to take into account inflation and the increased experience of our professional personnel.

To keep professional fees at a minimum, legal work that does not require more experienced attorneys will be performed, where feasible, by attorneys with lower billing rates. In addition, paralegals and law clerks are available to do a variety of tasks to support attorneys, including maintaining and organizing files, conducting research, and drafting documents.

The following rates reflect our 2024 public sector hourly fee schedule for Personnel Investigation services – these fees will apply through December 31, 2024:

Partners: $415 - $495
Of Counsel: $365 - $495
Associates: $295 - $395
Paralegals & Senior Analysts: $145 - $235
Analysts & Legal Assistants: $125 - $195
Consultants: $195 - $475
We charge an administrative fee of 5% to cover overhead expenses such as photocopying, phone calls, computer-assisted research or routine paralegal work. The firm charges separately for disbursements to third parties made on the client’s behalf. Such costs and disbursements include, for example, travel-related expenses, transcription, overnight delivery, and messenger services.

Monthly Billings and Expense Reimbursements
RPLG shall bill the CITY monthly. Each bill shall indicate the date of the work done, the nature of the work that was accomplished, the attorney that performed the work, and the fee for the work.

The following out-of-pocket expenses will be separately itemized and included in bills to the CITY, without markup: (1) extraordinary operating expenses, including items such as messenger services, overnight mail charges, extraordinary copying, and Westlaw research; (2) necessary travel and subsistence expenses; and (3) court costs, including filing fees, witness fees, and deposition and discovery costs not paid directly by the Authority. All travel shall be reimbursed at the IRS prevailing rate for mileage only.
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Section 3: List of Previous Clients
The firm has conducted numerous independent investigations, including for the clients listed below.
• Bay Area Air Quality
Management District
• City of Alameda
• City of Berkeley
• City of Burbank
• City and County of San
Francisco
• City of Fremont
• City of Fullerton
• City of Pleasanton
• City of Stockton
• City of Sunnyvale
• City of Tracy
• Kensington Police Protection and
Community Services District
• Metropolitan Transportation
Commission
• Moraga-Orinda Fire District
• Oakland Museum of California
• Regents of the University of California
• Solano County
• Santa Clara Valley Water District
• Santa Clara County Fire District
• Seneca Healthcare District
• Tehama County
• Tuolumne County
Section 4: Principal Staff Contacts
We propose Partner, Linda Ross, to serve as the Project Manager for the City of Modesto. She will serve as the primary attorney responsible for investigative duties and will also be the day-to-day contact for the CITY.

Linda Ross, Partner
Renne Public Law Group® LLP
350 Sansome Street, Suite 300
San Francisco, CA 94104
Office: 415.848.7200 Fax: 415.848.7230
[email protected]
We propose attorneys Andrew Shen, Spencer Wilson, Karen Carrera, Anastasia Bondarchuk and Mauricio Grande, and analysts and paralegals Luke Jensen, Nichelle Grievous, and Nicholas Moore as additional team members to provide support to the City of Modesto, as needed depending on the particular investigation.

Linda Ross – Partner
Ms. Ross brings a wealth of experience to RPLG after working for 20 years with the City and County of San Francisco and more recently, in private practice. Ms. Ross represents public entities, including cities, counties, special districts, and transit agencies, in a wide variety of public law matters, including advice, litigation, and appellate work involving pension reform, labor and employment, internal investigations, wage and hour, the Public Records Act, open meetings laws, and governance.
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Ms. Ross represented public agencies in closely watched pension cases before the California Supreme Court and achieved appellate victories in other cases involving the vested rights of public employees.

Ms. Ross gained vast knowledge in public law while serving San Francisco as General Counsel to the Mayor’s Office, Chief Labor Attorney, and General Counsel for the Police Commission and the Police Department.

RELATED EXPERIENCE
General Counsel, San Francisco Mayor’s Office
As General Counsel to the Mayor’s Office, Linda advised then Mayor Gavin Newsom and coordinated with City department heads on local governance and policy issues including ethics, public meetings laws, the Public Records Act, and public contracting. While General Counsel, Linda authored a gun control measure upheld by the Ninth Circuit Court of Appeals in Jackson v.

City and County of San Francisco (9th Cir. 2014) 246 F 3d. 953, against a Second Amendment challenge. In 2015, the United States Supreme Court denied review.

Chief Labor Attorney
As Chief Labor Attorney for San Francisco, Linda was in charge of a 20-person legal team, representing City departments, boards and commissions in employment and labor law issues. She successfully defended San Francisco before the California Supreme Court in San Francisco Firefighters Local 798 v. City and County of San Francisco (2006) 38 Cal.4th 653, in which the Court upheld the City’s non-discriminatory testing procedures.

General Counsel, Police Department
As General Counsel to the San Francisco Police Department and Police Commission, Linda advised the Department and Commission on police personnel issues and public safety initiatives.

Working with the District Attorney’s Office, she drafted the Department’s Brady policy which was upheld by the California Supreme Court in the case of People v. The Superior Court of San Francisco County (2015) 61 Cal.4th 696. In a rare occurrence, the Court appended the policy to its opinion.

Andrew Shen – Senior Counsel
Andrew Shen joined RPLG as Senior Counsel in September 2022, after 15 years of experience in the San Francisco City Attorney’s Office. At the City Attorney’s Office, he provided a wide range of general government advice, with special expertise in ethics and elections. When he departed the City Attorney’s Office, Andrew served as the Team Leader for the City Attorney’s Office’s Ethics and Elections Team.

Andrew’s practice includes general government advice, ethics and conflicts of interest, election law, public meeting and records compliance and constitutional law. He also served as a member of the City Attorney’s Office’s Land Use Team, with a background in the California Environmental Quality Act (CEQA) and the Subdivision Map Act. In the land use arena, Andrew #8..
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worked with the San Francisco Planning Department and the Department of Public Works on project approvals and public infrastructure.

Andrew also provides expertise on legal ethics and served as a member of the California State Bar’s Committee on Professional Responsibility and Conduct in 2011-13.

At the City Attorney’s Office, Andrew routinely advised the Mayor’s Office, Board of Supervisors, commissioners, department heads and other City staff on legislation, conflicts of interest, election law and ethics compliance. He staffed public meetings of the San Francisco Board of Supervisors, Board of Supervisors committees and city commissions, working closely with clerks and commission secretaries. During his time in the City Attorney’s Office, Andrew’s primary clients included the Ethics Commission, Department of Elections, Elections Commission, Ballot Simplification Committee and Redistricting Task Force.

Andrew also served on the City Attorney’s Office’s Racial Equity Task Force from 2020 to 2022.

Before joining the City Attorney’s Office, Andrew was a litigation associate at Keker & Van Nest LLP and a law clerk to the Hon. William J. Rea, Senior District Court Judge for the Central District of California.

Spencer Wilson - Associate
Spencer Wilson is a multifaceted attorney who represents public agencies in all aspects of labor and employment law. Public agencies entrust Spencer to advise them on a variety of matters, including the discipline of high-ranking managers, police officers and firefighters; administration of leave laws; reasonable accommodations and the interactive process under the ADA and FEHA; wage and hour compliance; pension matters; and labor relations. He also conducts workplace investigations involving highly sensitive matters, represents agencies in disciplinary arbitration, conducts payroll audits for FLSA compliance; and drafts employment policies and employee handbooks.

Spencer has extensive litigation experience in a variety of areas, with a current focus on Fair Labor Standards Act litigation in federal court. He has successfully briefed and argued multiple summary judgment motions in federal court and has authored or co-authored appellate briefs in matters before numerous courts throughout the Country, including multiple briefs at the certiorari stage in the U.S. Supreme Court. He has argued appeals in California state court and before the Ninth Circuit Court of Appeals and the Alaska Supreme Court.

Prior to joining the firm in 2018, Spencer worked at the Labor and Employment Group at Meyers Nave; at Public Justice where he represented individuals and groups of individuals in civil rights, consumer and employment law matters; and at Bay Area Legal Aid, where he secured funding to administer a two-year self-designed project to mitigate the impact of the Great Recession’s foreclosure crisis on low-income tenants. Prior to attending law school, Spencer worked for several years as a legislative assistant to a U.S. Congressman on Capitol Hill. #8..
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REPRESENTATIVE EXPERIENCE
• Litvinova v. City and County of San Francisco and Silloway v. City and County of San Francisco, 615 F.Supp.3d 1061 (2022) Represented the City and County of San Francisco in two Fair Labor Standards Act collective actions consisting of more than 300 highly compensated registered nurses who alleged they were misclassified as exempt employees and unlawfully deprived of overtime.

Spencer was the principal author of the City’s Summary Judgment Cross-Motion papers, which resulted in a judgment for the City. Spencer is currently representing the City on appeal before the Ninth Circuit.
• Hittle v. City of Stockton, No. 2:12-cv-00766 (E.D. Cal.), No. 22-15485 (9th Cir.) This case was brought by Stockton’s former Fire Chief, Ron Hittle, whom the City terminated for mismanaging the Fire Department and engaging in other misconduct in the years leading up to the City’s bankruptcy. Hittle alleges his termination constitutes religious discrimination under Title VII because one of several examples of his misconduct involved his use of taxpayer dollars to fund his and three subordinates’ attendance at a religious leadership conference that did not benefit the City. Spencer co-authored the City’s successful motion for summary judgment and was the principal author of the City’s Answering Brief in Hittle’s appeal to the Ninth Circuit. Spencer recently argued the appeal before a Ninth Circuit panel and is awaiting a decision. • Estorga v. Santa Clara Valley Transp. Authority, No. 516-CV02668. This case was a Fair Labor Standards Act collective action brought by bus drivers who alleged the City failed to provide them overtime for pre-shift, post-shift and mid-shift travel time. Spencer was the principal author of the VTA’s summary judgment cross-motion papers, which resulted in partial summary judgment for VTA on the lion’s share of Plaintiffs’ claims, including a finding that any damages for split-shift travel would be substantially offset by other compensation VTA provided the drivers. This ruling ultimately resulted in a highly favorable settlement agreement for VTA.

Karen Carrera – Of Counsel
Bilingual Attorney, Investigator, Trainer and DEI Consultant. Ms. Carrera conducts workplace investigations for both public and private employers in response to employee complaints of harassment, discrimination, retaliation, bullying, and other alleged employee misconduct. Ms.

Carrera also provides diversity, equity, and inclusion (DEI), and harassment prevention trainings and consultations for corporations, government agencies and individuals, in both English and Spanish. She holds a certificate from the Association of Workplace Investigators (AWI), and is an active member. She also holds a Diversity, Equity, and Inclusion Certificate from the School of Industrial and Labor Relations, Cornell University.

Prior to becoming an investigator and trainer, Ms. Carrera was a Plaintiffs’ side employment law litigator at Villegas Carrera, Inc. This uniquely qualifies her to determine risk and see where employers are vulnerable to being sued by employees. Before Villegas Carrera, Ms. Carrera was a Deputy City Attorney and litigator with the San Francisco City Attorney’s Office, where she filed lawsuits against property owners who violated San Francisco’s housing, health, fire, and police codes. Ms. Carrera also formerly worked as the supervising attorney at Legal Aid of Marin and La Raza Centro Legal where she litigated employment and housing cases, and managed a diverse staff, including volunteers. She facilitated community outreach meetings with the Latino #8..
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community and services agencies and conducted bilingual trainings and drafted Spanish and English self-help manuals.

Ms. Carrera is a 1992 graduate of the University of California College of the Law San Francisco (formerly U.C. Hastings) and has practiced law for 30 years.

Anastasia Bondarchuk - Associate
Anastasia Bondarchuk is an experienced associate in the Firm’s Government and Litigation Practice Groups. She represents both public entities and private sector clients in all aspects of labor and employment law. Her practice includes advice and counsel, litigation, arbitration, labor negotiations, workplace investigations, payroll audits for Fair Labor Standards Act compliance, preparation of employment policies and handbooks and management training. Her areas of expertise include Public Records Act compliance issues, discrimination, harassment, retaliation, disability accommodation, leaves of absence, whistleblower retaliation, due process, rights specific to public safety officers and labor law.

Prior to joining Renne Public Law Group, Ms. Bondarchuk was an associate at two top national law firms, where she handled a variety of civil litigation before state and federal courts. Ms.

Bondarchuk draws further perspective and experience from her time as a law fellow for the City of Berkeley. During her several years with the City Attorney’s Office, Ms. Bondarchuk advised clients on employment, government and healthcare-related matters and successfully litigated cases involving claims under 42 U.S.C. § 1983 and Cal. Gov. Code § 835.

During law school, Ms. Bondarchuk served as a judicial extern for United States District Court Judge Troy L. Nunley (Eastern District of California), a member of the moot court competition team and an editor of the Constitutional Law Quarterly law journal.

Mauricio Grande - Associate
Mauricio Grande is an attorney in the firm’s litigation practice group. Before joining Renne Public Law Group, Mauricio served as a judicial law clerk in the San Francisco Superior Court. During his first year with Judge Garrett L. Wong, Mauricio advised on a wide spectrum of complex litigation and trial matters that included a city’s environmental contamination case involving over 35 affected sites. During his second year, initially with Judge Cynthia M. Lee (ret.) and subsequently with Judge Samuel K. Feng, Mauricio’s duties encompassed legal research, analysis and guidance regarding law and motion matters in asbestos cases, and writ petitions in CEQA proceedings involving public agencies.

In law school, Mauricio participated in moot court. He won the Best Brief award in his first-year moot court class and placed among the top four briefs at the 2020 Hispanic National Bar Association Moot Court Competition. He also served as a civil procedure and property law tutor for the Legal Education Opportunity Program, and continues to give back as a UC Law San Francisco adjunct professor and bar success specialist. #8..
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Luke Jensen – Senior Analyst
Since joining RPLG in 2020, Luke Jensen has assisted public agencies with a wide variety of matters. As a Senior Analyst, he regularly provides research, analysis and writing for matters related to labor negotiations, mediations and fact-findings, public pension systems, investigations, project labor agreements, organizational development and executive performance evaluations. In all these areas, Luke enjoys synthesizing information, clarifying complex problems and reframing issues to reveal new paths forward.

Section 5: Additional Services (Optional)
General Municipal Law
As current and former city attorneys, county counsels and agency general counsel, we have experience providing public agencies with legal advice and representation in general municipal law.
• Good Governance – Brown Act and Public Records Acts and Conflicts of Interests:
• We are experts in the Brown Act, the California Public Records Act, the Political Reform Act, Government Code section 1090, common law conflicts, fair hearing requirements, and other laws governing local government decision-making and operation. • We review agendas, staff reports, presentations to legislative bodies, and budgets, and attend board meetings to provide advice.
• Joint Powers Agencies:
• We have drafted joint powers agreements and have advised joint powers agencies and clients who are members of joint powers agencies.
• Problem Solving:

With decades of collective experience in nearly every area of public law, and experience in representing a range of public agencies of different types and sizes, we specialize in problem-solving. We are proud of our ability to provide cost-effective and efficient solutions.
• Contracts and Purchasing:
• We draft and provide reviews of all types of contracts and grants, including software and licensing agreements.
• We advise on federal and state procurement laws.
• Legislation Drafting and Review
• We draft ordinances, resolutions, and rules of order. • Municipal Finance and Tax:
• We have expertise in municipal finance, tax measures, and Constitutional restrictions relating to raising revenue and setting fees.
• Training:
• We provide AB 1234 training, as well as the Brown Act, fair process hearings, Public Records Act, harassment prevention, and other matters as needed. • Our government lawyers also provide regular updates to clients on legal developments when noteworthy public law developments emerge from the courts, administrative agencies, or the Legislature.

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Land Use, Planning, and Housing Laws
Our attorneys regularly advise staff, city councils, and commissions regarding land use, planning, land use entitlement proceedings, housing laws, and related matters.

We are familiar with federal and state transportation funding streams and laws and regulations relating to transportation planning and implementation; general plan, specific plan, and zoning matters; CEQA and NEPA compliance; Subdivision Map Act advice; housing laws and requirements; development agreements; real estate transactions; and code enforcement matters.

We maintain collaborative working relationships with a variety of outside specialists for highly complex environmental and real estate matters.

Employment Advice
Our attorneys help clients navigate the web of state and federal employment laws, collectively bargained contracts, merit system rules, Constitutional issues, local codes and ordinances, personnel rules, and myriad issues in the aftermath of the pandemic. We advise employers on personnel and employment matters in all areas of employment law, including but not limited to:
harassment, discrimination and retaliation; Americans with Disabilities Act (ADA) compliance and accommodation issues; Fair Labor Standards Act (FLSA) overtime requirements and leave issues; Title VII and Government Code 12940; whistleblower laws; discipline, discharge, and performance management; drug and alcohol policies; lawful hiring and background screening; violence prevention programs; employment policies and employee manuals; pension and medical benefits, including CALPERS, PEMHCA and ‘37 Act issues.

Employment Litigation and Administrative Proceedings
We have a large bench of highly seasoned public sector trial attorneys. Our attorneys have deep experience defending race, gender, sexual orientation, age, national origin, religion and disability discrimination claims, harassment and retaliation claims, claims alleging failure to accommodate under state and federal laws, wrongful discharge suits, speech and whistleblower cases, defamation lawsuits, negligent hiring and retention claims, FLSA overtime suits, civil service terminations, and lawsuits involving allegations that retirement benefits and/or retiree health benefits are “vested” and not subject to change. Our litigators also have expertise handling complex employment law issues in California. We are representing several clients in labor issues involving pension reform, retiree health care benefits and vested rights, as well as collective bargaining and wage and hour issues. We practice in federal and appellate courts, including the California Supreme Court. We are frequently called upon by the League of California Cities and the California State Association of Counties to write amicus briefs on key issues pending before the California Supreme Court and California Courts of Appeal.

We also handle proceedings before state and local administrative agencies, including the Public Employment Relations Board, local personnel boards and commissions, the Office of Administrative Hearings, the Department of Labor, the Department of Fair Employment and Housing (DFEH), the Equal Employment Opportunity Commission (EEOC), and other labor and employment regulatory agencies. We handle contract labor arbitrations, with panels and neutrals selected from the California State Mediation and Conciliation Service, the American Arbitration Association, JAMS, the Federal Mediation and Conciliation Service and other alternative dispute #8..
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resolution groups. Our familiarity with administrative agencies and California's community of neutrals gives our clients an edge when selecting a neutral or litigating a dispute.

Labor Relations and Negotiations
Partner Jonathan Holtzman leads the firm’s full-service labor law practice focused on achieving responsible, affordable, and forward-thinking labor agreements. We specialize in fact-based bargaining and believe strongly in the presentation of high-quality factual materials. Providing concrete facts often focuses the bargaining table and diminishes conflict. We handle cutting edge issues, including declarations of fiscal emergency, ballot-related negotiations and litigation, pension reform, personnel reform, creation of joint powers authorities, and project labor agreements.

Litigation, Writs & Appeals
Our team of lawyers have collectively tried well over one hundred cases. We are familiar with all courtrooms throughout California, including state and federal trial courts and appellate courts, including the California and United States Supreme Courts. Our believe our record is unparalleled.

We also handle contract and interest arbitrations, as well as administrative hearings.

In terms of litigation experience, we are particularly proud of our team and results. Here are a few recent examples:

Rose v. Cnty. of San Benito, 77 Cal. App. 5th 688, 292 Cal. Rptr. 3d 678 (2022), review denied (July 13, 2022)
• Steve Cikes and Art Hartinger represented San Benito County in a case that resulted in a favorable, published decision from the Sixth Appellate District. This case involved a claim by two former San Benito County employees who alleged that, during their employment, the county promised them “fully paid” retiree health insurance benefits for life. After an adverse judgment in the trial court, the county appealed and, based on the arguments raised, the Court of Appeal reversed, giving the county a 100% defense victory.

Barrett et al v. County of Napa et al, United States District Court, Northern District of California, Case No. 3:18-cv-06124-WHA.
• Art Hartinger and Ryan McGinley-Stempel represented the County in a constitutional challenge to a citizen’s initiative in Napa County. The initiative restricted helicopter take offs and landings. The ordinance survived in its entirety, and we achieved a very successful final resolution.

Doe v. White, 440 F. Supp. 3d 1074 (N.D. Cal. 2020), aff'd, 859 F. App’x 76 (9th Cir. 2021), cert. denied, No. 21-860, 2022 WL 892111 (U.S. Mar. 28, 2022) • Art Hartinger and Ryan McGinley-Stempel served as counsel of record for the Board of Trustees of California State University and other Respondents in opposing petition for writ of certiorari presenting questions whether students at higher education institutions have constitutionally protected liberty and/or property interests in their continued enrollment. We prevailed in the trial court and the Ninth Circuit Court of Appeals. Plaintiff sought a petition #8..
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for writ of certiorari in the United States Supreme Court. The Supreme Court asked for a response and, after filing our brief, on March 28, 2022, the Supreme Court issued an order denying certiorari.

Harris v. Cty. of Orange, No. SACV0900098AGMLGX, 2019 WL 7173148 (C.D. Cal. Nov. 13, 2019), aff'd, 17 F.4th 849 (9th Cir. 2021)
• Art Hartinger and Ryan McGinley-Stempel represented Appellee County of Orange on appeal from summary judgment in the County’s favor in this class action asserting a constitutional vested right to retirement health benefits. The cases exposed the county to hundreds of millions of dollars in potential liability. On October 28, 2021, the Ninth affirmed summary judgment in the County’s favor.

Allum v. San Joaquin Cty. Employees' Ret. Ass'n, No. C090833, 2021 WL 2525141 (Cal. Ct.

App. June 21, 2021), reh'g denied (July 9, 2021), review denied (Sept. 29, 2021) • Art Hartinger and Ryan McGinley-Stempel served as counsel of record for Respondent County of San Joaquin in appeal from summary judgment and costs order entered in the County’s favor in case involving implementation of a settlement agreement with the County and the San Joaquin County Employees’ Retirement Association, with millions of dollars at stake. On June 21, 2021, the Court of Appeal issued an unpublished opinion affirming the summary judgment in the County’s favor. We opposed plaintiffs’ petition for review in the California Supreme Court and, on September 29, 2021, the Supreme Court denied review.

City & County of San Francisco v. Public Employment Relations Board, Case No. A152913, 2019 WL 3296947 (Cal. Ct. App. July 22, 2019)
• Art Hartinger and Ryan McGinley-Stempel represented the City and County of San Francisco in a challenge to a decision by the Public Employment Relations Board (“PERB”) invalidating a charter amendment that would improve public transit effectiveness. The Court of Appeal granted the City’s writ for extraordinary relief, overturned significant portions of PERB’s decision, and awarded the City costs on appeal.

Ramirez v. District Attorney’s Office, et al., No. A151552, 2019 WL 1323449 (Cal. Ct. App.

Mar. 25, 2019)
• Art Hartinger represented the City and County of San Francisco in successfully defending summary judgment in favor of San Francisco in an age discrimination case targeting former District Attorney George Gascon. Gascon is the current District Attorney in Los Angeles.

Los Angeles Police Protective League, et al. vs. City of Los Angeles, No. B280319, B281868 2018 WL 5610434 (Cal. Ct. App. Oct. 30, 2018)
• Linda Ross and Art Hartinger represented the City of Los Angeles on appeal defending a program related to its retiree medical subsidy plan and obtained a reversal of the lower court’s adverse ruling. On remand, Linda Ross, Art Hartinger, and Imran Dar prevailed on the City’s behalf in a bifurcated bench trial.
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Request for Proposal
Public Sector Consul5ng Firm
City of Modesto
April 2, 2024
Oppenheimer Inves5ga5ons Group LLP
1300 Clay Street, Suite 600
Oakland, CA 94612
Phone: (510) 393-4212
Email: [email protected]
Website: oiglaw.com
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1 Cover Le(er
Oppenheimer Investigations Group (“OIG”) is a premier investigations law firm that specializes in impartial workplace and school investigations as well as trainings, executive coaching, expert testimony, and mediation services. We investigate complaints of harassment, discrimination, retaliation, sexual assault, and other misconduct for public entities, private companies, nonprofits and educational institutions. OIG is based in Northern California, but our services are available throughout the entire State of California.

Oppenheimer Investigations Group launched in 2021, as a limited liability partnership growing out of the Law Offices of Amy Oppenheimer. The Group has a new name but retains the same staff with more than 25 years of experience behind it as a leading entity in the field of workplace investigations and employment law.

Our core values include a dedication to acting with true impartiality, and thus recognizing and confronting our own biases and not allowing bias of any kind to interfere with the outcomes of our investigations. It is also a priority for us that our work product is both excellent and reasonable. That is, we “right size” each investigation so that we are not spending hundreds of hours on an allegation of minor consequence.

Our investigators are each active members of the California Bar and, thus, eligible to conduct workplace investigations as attorneys, exempt from the Business & Professions Code § 7520, which requires a licensed private investigator. Eighteen of our twenty investigators are AWI-CH certified by the Association of Workplace Investigators.

Any questions related to this proposal can be directed to Cody Holtz, Office Manager. His email address is [email protected] and his telephone number is (720) 445-1251. Additionally, Vida Thomas, Managing Partner, is also available to answer any questions. Her email address is [email protected] and her telephone number is (510) 393-4212. Both are authorized to make representations for the firm. The office address is 1300 Clay St., Ste. 600, Oakland, CA 94612.

Sincerely,
Vida Thomas, Managing Partner
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2 Experience/Background
OIG investigates complaints of harassment, discrimination, retaliation, sexual assault, and other misconduct for public entities, private companies, nonprofits and educational institutions. When faced with crises, clients seek our services because of our reputation as experts in the field, our ability to dissect and discern complex issues fairly, and our cost-effective and high-quality work.

Our Founding Partner, Amy Oppenheimer, is a well-recognized pioneer in the industry. Amy led the founding of the Association of Workplace Investigators (AWI), which has now grown to include more than 1,400 professionals. Her expertise and contributions to the curriculum have proved paramount in carrying forward the mission of AWI to promote and enhance the quality of workplace investigations everywhere.

Our Managing Partner, Vida Thomas, has an extensive background in employment law and previously co-founded Carlsen Thomas, LLP, a boutique employment law firm that offered workplace investigations and employee training throughout California for 13 years. Not only has Vida conducted more than 200 workplace investigations, Vida has also conducted numerous trainings related to understanding bias, investigating workplace complaints successfully, and preventing sexual harassment.

Our Investigative Team is comprised of 20 well-trained attorney investigators with a wealth of experience in various sectors of the law, including former administrative law judges, employment law practitioners, public policy advocates, and litigators from the plaintiff’s bar, defense bar, and state and federal government agencies. All of our investigators are attorneys and conduct investigations pursuant to an attorney/client relationship with our client in compliance with the California Business and Professions Code.

Our wide range of attorneys allows us to staff investigations at the appropriate level. For example, in cases involving elected officials or executives, we have attorneys with many years of experience and who are adept at handling high-profile investigations. We also have newer attorney investigators who are very experienced and able to do line-staff investigations, and often have more capacity to start an #8..
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3 investigation immediately. When necessary or desirable we work in teams. Every report generated by our office is given a second review by another attorney before being sent to the client. This helps ensure objectivity and lack of bias, as well as thoroughness and clarity in our investigative reports.

The diversity of our team also sets OIG apart from other investigations firms. Our attorneys, writers, and staff come from diverse racial, cultural, and legal backgrounds, span many ages, and have unique life experiences and different perspectives that inform our work. Because of our diversity, we are able to assign an investigator with the right skill set, cultural sensitivity, and experience as needed in certain cases. We offer bilingual Spanish and English investigation and training services, and we have the benefit of getting multiple perspectives on issues, which enhances the insight we bring to our investigations and services for our clients.

We have performed hundreds of investigations for private companies, non-profits, and public entities, including counties, cities, special districts, school districts and state agencies. Many of these investigations have involved Title IX, EEOC and DFEH complaints. Our office has also performed investigations involving police departments under the Public Safety Officers Bill of Rights Act (PSOBRA) and involving fire departments under the Firefighters Procedural Bill of Rights (FBOR). No matter the case or the client, we pride ourselves on the consistency of our service and our dedication to providing insight, integrity, and impartiality in every investigation.

Vida Thomas, Amy Oppenheimer, and the three other Partners at our firm (Christina Ro-Connolly, Zaneta Seidel and Alezah Trigueros), oversee every investigation and supervise the lead investigators in each matter. Additionally, Cody Holtz serves as the firm’s office administrator, overseeing all administrative, billing, and contractual matters for hundreds of clients over the past six years.

An integral part of our team are the skilled writers and editors who help us provide timely and wellwritten investigative reports as well as our administrative team who manage our client matters from case intake to closure. Working as a unit, our team ensures that we provide high quality services tailored to meet the needs of each client in a seamless, transparent, prompt and reliable investigative process.

OIG’s core values include a dedication to acting with true impartiality, and thus recognizing and confronting our own biases and not allowing bias of any kind to interfere with the outcomes of our investigations. It is also a priority for us that our work product is both excellent and reasonable. That is, we “right size” each investigation so that we are not spending hundreds of hours on an allegation of minor consequence. We believe that we can be fair and thorough while also making choices about what to pursue and how to pursue it. We take seriously that we are being paid with public funds and our work should be reflective of that. We are committed to providing high quality services at a reasonable cost to our clients.
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4 Project Team and Personnel
Vida Thomas, Managing Partner, AWI-CH
Vida has practiced law for more than 25 years. She started her career as an employment defense litigator. She also advised employers on all aspects of employment law and human resources management as governed by Title VII, the California FEHA, ADA, ADEA and other federal and state employment laws.

Vida serves as an expert witness in state and federal employment lawsuits and mediates litigation and non-litigation matters. She assisted employers in resolving employment claims, including but not limited to harassment, discrimination and retaliation claims; wrongful termination claims; failure to accommodate and statutory leave violations; whistleblowing claims; wage and hour violations; and invasion of privacy claims. She also serves as a hearing officer in employee discipline appeal hearings.

Vida has conducted more than 200 workplace investigations and is experienced in complying with Title IX, Title 5, the Public Safety Officers Procedural Bill of Rights and the Firefighters Procedural Bill of Rights. She has considerable experience investigating matters within a union setting and is particularly adept at investigating complex matters involving high-profile employers and individuals. A founding member of the Association of Workplace Investigators, she co-chaired the AWI Best Practices committee and helped establish the AWI Guidelines for conducting workplace investigations. She frequently trains attorneys, human resources professionals and EEO officers on how to conduct legally effective workplace investigations.

Vida also routinely conducts sexual harassment prevention training — including AB1825 compliance training — for state agencies and private companies. She teaches managers and supervisors how to implement legally effective performance reviews. She has conducted dozens of seminars on the Americans with Disabilities Act, the Family Medical Leave Act, employee drug testing and sexual harassment investigations. Clients have complimented Vida’s knack for making the law accessible, explaining complex legal concepts in a way that is both thorough and easy to understand. She believes training is most effective when it provides concrete, useful tips for navigating today’s complicated and highly regulated workplace.

Before joining the firm, Vida was Of Counsel with Stoel Rives LLP and Weintraub Tobin Chediak Coleman Grodin Law Corporation. She began her legal career as an employment litigator at Kronick Moskovitz and then co-founded Carlsen Thomas, LLP, a boutique employment law firm that offered workplace investigations and employee training throughout California for 13 years.

Chris9na Ro-Connolly, Partner, AWI-CH
Tina has more than a decade of labor and employment law experience. Her investigations include allegations of discrimination and harassment, allegations of abusive conduct, sexual misconduct, retaliation and workplace misconduct.
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5 She has handled investigations against high-level executives and elected officials. She has worked in both the public and private sectors.

Tina conducts Title IX investigations and is a Title IX hearing officer. She also leads sexual harassment prevention trainings and workplace investigation trainings.

Tina spent 11 years at the Contra Costa County Counsel’s Office, advising departments on labor and employment matters. This included representing departments in civil service hearings, arbitrations and before the Public Employment Relations Board.

Tina is a member of the Executive Committee of the Labor and Employment Section of the California Lawyers Association, a graduate of the AWI’s Training Institute for workplace investigators and a frequent trainer and presenter on employment law matters.

Zaneta Seidel, Partner, AWI-CH
Zaneta has conducted more than 100 investigations involving allegations of discrimination based on race, gender, age, sexual orientation and religion as well as allegations of sexual assault, sexual harassment, retaliation, bullying and other misconduct. More than 40 of her investigations have included allegations reported against high-level executives and elected officials.

Zaneta has also conducted climate assessments and served as an ombudsman to help organizations understand and address workplace concerns of their employees. Zaneta also provides conflict resolution services, such as mediation, post-investigation strategies and recommendations, as well as Conflict Resolution and Effective Communication trainings, to help repair working relationships and enhance workplace culture. Finally, Zaneta also speaks about race and cultural competency in workplace investigations, to promote equitable and conscientious investigative practices.

In law school, Zaneta served on the Columbia Human Rights Law Review and interned with UNHCR in Geneva, Switzerland. Before becoming an attorney investigator, she practiced business litigation for eight years, first with Baker & McKenzie’s New York Office and then with Bartko Zankel Bunzel & Miller after she returned to the Bay Area.

Alezah Trigueros, Partner, AWI-CH
Alezah has led or assisted in more than 150 workplace investigations since joining the firm in 2014.

These have included allegations of sexual harassment, sexual assault, discrimination, ethical violations, workplace bullying, and retaliation.

Alezah has worked with public entities, private entities, and nonprofits. Her investigations have involved employees, management, and employee organizations, and have included agency-wide investigations and environmental assessments. She has investigated allegations against high-level executives, elected officials, and high-profile individuals in the entertainment industry. #8..
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6 Alezah also conducts Title IX investigations for educational institutions. These have included investigations in schools at all levels of education, from grade schools to universities, at both public and private institutions. She has investigated complaints in athletic departments, Greek life organizations, and between faculty members.

Alezah graduated from the Association of Workplace Investigators (AWI) Training Institute for Workplace Investigators. She is an AWI Certificate Holder (AWI-CH) and serves as Junior Faculty for the Institute. She has also received training certificates from the Association of Title IX Administrators (ATIXA) and T9 Mastered to conduct Title IX investigations.

Danielle Drossel, Partner, AWI-CH
For 10 years, Danielle represented local government agencies and provided legal advice on a wide range of mamers. Her diverse clientele of government employees and elected officials included social workers, county boards of supervisors, law enforcement personnel, county planning commissions, public defender amorneys, and land-use planners.

Danielle started her career in private pracoce, defending Los Angeles County in some of the highestexposure civil rights and employment cases, before moving to county counsel posioons at Los Angeles county and later Santa Barbara county. She defended public enooes and public officials in federal and state court, including claims arising under the Fair Employment and Housing Act, Americans with Disabilioes Act, California Family Rights Act, and Family and Medical Leave Act.

Danielle also represented social workers and their employers in claims arising from child abuse and neglect invesogaoons. At the Santa Barbara County Counsel’s Office, she served as lead counsel in a civil rights class-acoon lawsuit against the county’s jail, which led to sweeping system-wide changes to improve inmates’ living condioons.

Tracey Merwise, Senior ADorney
Tracey joins OIG with close to three decades of employment law experience. She previously worked as a law firm partner at both Severson & Werson and Jackson Lewis, as well as in-house counsel at Uber, AT&T, and in the children’s summer camp field. In these roles, she advised employers on a broad spectrum of compliance issues and consulted on high-stakes employment invesogaoons.

Tracey frequently speaks about and trains others on employment law issues, including prevenoon of harassment, discriminaoon and retaliaoon; appropriate handling of reasonable accommodaoon of disabilioes; managing workplace conflict; and catalyzing diversity, equity and inclusion in the workplace.

Tracey received her mediator ceroficaoon from the Straus Insotute for Dispute Resoluoon at Pepperdine University School of Law and served as a volunteer mediator for the Equal Employment Opportunity Commission (EEOC). She graduated from the Associaoon of Workplace Invesogators’ (AWI’s) Training Insotute for Workplace Invesogators in 2016.
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7 Ilona Turner, Senior ADorney, AWI-CH
Ilona’s work includes investigations across a variety of industries such as tech, nonprofit and government agencies.

She has extensive experience with labor and employment law and Title IX, having spent 12 years litigating civil rights cases. She served as the legal director for the national Transgender Law Center from 2012-2017. Prior to that, she was a staff attorney at the National Center for Lesbian Rights and an associate at the labor law firm of Cohen, Weiss and Simon in New York.

Ilona also worked for the California State Assembly and as a lobbyist for Equality California.

She authored numerous articles and book chapters on sex discrimination and LGBT legal issues and teaches a class on Law and Sexuality at the University of California, Berkeley. She also serves on the mediation panels for the U.S. District Court for the Northern District of California and California’s Department of Fair Employment and Housing.

Jack Morse, Senior ADorney, AWI-CH
Jack’s legal career began at the U.S. Department of Jusoce in Washington, D.C. He served for eight years in the Civil Rights Division’s Special Liogaoon Secoon, invesogaong law enforcement agencies, correcoonal facilioes, and other state insotuoons to ensure they complied with state and federal law. He has invesogated and monitored law enforcement agencies in Ohio, New York state, Arizona, and the U.S. Virgin Islands.

Jack then moved to Southern California, working in private pracoce before joining Orange County’s Inspector General’s office, the Office of Independent Review. Here, he worked with various agencies, focusing on idenofying and addressing high-risk and potenoal liability issues. He also led invesogaoons of the Sheriff’s Department and Probaoon Department, determining whether use of force complied with legal standards and best pracoces.

While in law school, Jack worked in public affairs for a nonprofit global relief agency that provides healthcare for people in developing countries. He also served in the U.S. Army, deploying to Iraq in 2003, as a combat photographer and paratrooper.

Rachel Reddick, ADorney, AWI-CH
Rachel’s legal career began in the Navy’s Judge Advocate General Corps, where she liogated at the trial and appellate level. She also served as general counsel to commanding officers both onshore and at sea, advising on employee mamers and overseeing invesogaoons.

Rachel next served in the U.S. Congress as a Defense Fellow. She worked for a Congressperson sisng on the Oversight and Invesogaoons subcommimee of the House Armed Services Commimee, where she assisted in several high-profile Congressional invesogaoons. She then moved to the Department of #8..
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8 Defense, managing a team pracocing before the military commissions in Guantanamo Bay Cuba and overseeing invesogaoons on one of the largest criminal cases in United States history.

Rachel then pivoted to the private sector, working for a firm represenong both employers and employees, as well as conducong neutral employment-related invesogaoons. She provided workplace training, including on sexual harassment prevenoon and labor laws, and advised companies on improving workplace policies and procedures.

Madeline Buitelaar, ADorney, AWI-CH
Madeline has led or assisted in more than 150 investigations since joining OIG. These matters have included allegations of sexual harassment and assault, discrimination, workplace bullying, and retaliation, as well as complaints against high-level managers and elected officials. Madeline also conducts Title IX investigations for public and private institutions. In addition, she has investigated historic sexual abuse, with allegations dating back more than 50 years.

Before joining the firm in 2020, Madeline assessed a range of cases at the Office for Civil Rights, Department of Education, Region III in Philadelphia. There, she focused on Title IX and Title VII complaints for a variety of educational institutions, including middle schools, high schools and universities.

Madeline previously worked as a law clerk at the San Francisco District Attorney’s Office in the Sexual Assault Unit. She also mediated cases in the Superior Court of San Francisco in the Small Claims division.

Gorev Ahuja, ADorney, AWI-CH
Gorev invesogates complaints of alleged harassment, including sexual harassment, discriminaoon, retaliaoon, bullying, fraud, and other misconduct.

Before joining OIG, he worked with the Labor and Employment Law and Workplace Invesogaoons groups at the law firm of Meyers Nave, where he conducted independent workplace invesogaoons for public, private, and nonprofit sector employers. He also provided advice and counsel, and he represented employers in liogaoon.

Gorev has also worked on mamers involving schools, represenong school districts in special educaoon proceedings, mediaoons, and due process hearings. He is also familiar with invesogaoons in educaoonal sesngs, including complaints filed under the Uniform Complaint Procedures.

Gorev is biliterate in Hindi and bilingual in Punjabi.

Erik Roper, ADorney, AWI-CH
Before joining OIG, Erik was Of Counsel with the Bohm Law Group, where he counseled and represented plainoffs in employment lawsuits including claims primarily alleging discriminaoon against various #8..
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9 protected classes, whistleblower retaliaoon, wrongful terminaoon, and/or defamaoon. He started his career as an environmental amorney, enforcing the federal Clean Water Act with a bouoque Bay Area environmental law firm.

In law school, Erik worked with two student-led environmental organizaoons. He organized the Ecology Law Quarterly’s annual fundraising 5k run/walk event: Race Judicata, as well as the Environmental Law Society’s annual environmental law symposium.

Erik also served in the U.S. Army as a finance specialist from 1996-2000. He deployed to Bosnia in 1997- 1998, and to Kosovo in 1999-2000.

Renee Jansen, Of Counsel, AWI-CH
Before joining the firm, Renee was a management consultant, helping clients collaborate more effectively both internally and with alliance partners. This often required navigating different organizational cultures, operating models and behavioral skills. She has extensive experience delivering, advising and training on conflict management, negotiation and managing difficult conversations.

Renee started her legal career at Pillsbury Winthrop, focusing on diverse commercial litigation, which included white-collar criminal defense cases. She prevailed for her clients in a Prop 65 trial on methylmercury.

Sandy Fu, Of Counsel
Before joining the firm, Sandy conducted impartial workplace investigations for public utilities and technology giants in Silicon Valley. She routinely handled issues involving unions, contingent workers and protected leaves.

Sandy has conducted more than 30 investigations involving allegations of discrimination based on race, gender and disability, as well as allegations of retaliation, bullying, sexual harassment, sexual assault and other misconduct.

Maria Walker, ADorney, AWI-CH
Maria worked with UC Davis School of Law’s Immigraoon Law Clinic, where she assisted on naoonwide class acoons. During her final semester of law school, she interned at a mid-size employment law firm.

Before law school, Maria earned a master’s degree in Laon American studies from Stanford University.

While at Stanford, she studied human rights and immigraoon. Shortly thereaver, Maria volunteered as a translator for the CARA pro bono project.

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10 JeaneDe Boykins, ADorney, AWI-CH
Prior to joining OIG, Jeanette worked at UC Davis’ Employee and Labor Relations Department. In this role, she worked with the university and the unions to ensure compliance with union contracts and university policies.

While she was in law school, Jeanette worked as a student counselor in the Worker’s Rights Clinic, where she assisted English- and Spanish-speaking workers with employment matters. She also worked a law clerk with the California Department of Civil Rights. Here, she interviewed witnesses for housing and workplace discrimination cases.

Neil Bau9sta, ADorney, AWI-CH
Prior to joining OIG, Neil worked at the Cononuing Educaoon of the Bar. There, he developed, maintained, and updated both digital and print content across various pracoce areas — especially in employment and business law.

While in law school, Neil clerked at the Dolan Law Firm. Here, he developed his interest in employment law and handled mamers involving discriminaoon, retaliaoon, and harassment. He also externed as a clinic counselor at Legal Aid at Work’s Workers’ Rights Clinic, assisong low-income and disenfranchised communioes with employment law claims.

Jacquelynn Kwong, ADorney
Prior to joining OIG, Jacquelynn worked in employment defense liogaoon with both public sector and private enoty clients.

While in law school, Jacquelynn served as a judicial extern to the Honorable Judge Michael W. Fitzgerald of the United States District Court, Central District of California and the Honorable Judge John P. Doyle of the Los Angeles Superior Court. She also held leadership posioons in the Asian Pacific American Law Student Associaoon and the Naoonal Asian Pacific American Law Student Associaoon.

Sean Lee, ADorney
Before joining OIG, Sean worked as a post-bar law clerk at an employment and business law firm. As a law student, he clerked for trademark and employment law firms, in-house legal teams, and the same invesogator who introduced him to the pracoce.

Sean was also heavily involved with the University of San Diego School of Law’s Student Bar Associaoon and the Asian and Pacific American Law Students Associaoon, fostering pathways for communicaoon between students and the administraoon and creaong DEI opportunioes for fellow students. #8..
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11 Scope of Services for Personnel Inves@ga@ons
Vida Thomas will be the primary contact and shall acknowledge receipt of an assignment within 24 hours. At this point, Vida will request a brief verbal description of the complaint; names and contact information for the primary parties, witnesses, and supervisors; and copies of all written documentation, policies, complaint and response letters, emails, etc. that are relevant to the allegations of the complaint. Upon immediate review of preliminary material, Vida will inform our client contact if there are any conflicts of interest and, if not, will assign the case to either herself or a member of her team. Vida will then pass along that information to our client contact.

At this point, the scope of the investigation required should be determined. Scheduling will begin within 48 hours of completion of review for conflicts, a determination of the scope, and the provision of foundational documents. We will work through our client contact and/or the Human Resources Director or Departmental Representative to locate suitable interview sites, obtain relevant documents, and arrange for interviews. Clients are responsible for notifying parties and witnesses about the investigative interviews.

After gathering factual background information, investigations almost always begin with an interview of the complaining party, in order to assure that the scope and the complaint are aligned. If there is a difference between the anticipated scope and the information provided by the complainant(s), we will go back to our client contact to further determine the appropriate scope.

It is then customary to interview the respondent(s) and other witnesses. The order of interviews depends upon the facts of the investigation and the availability of the parties. Interviews of significant parties and witnesses will be conducted virtually or in person, however, less significant witnesses may be interviewed virtually or over the phone. Respondents are informed of the allegations made and provided an opportunity to respond to each allegation. Parties and witnesses are asked to provide relevant documents, which are reviewed and included in the investigative report when determined to be germane. At times, follow-up interviews are necessary. If they are brief, they may be done virtually or by telephone.

The investigator will begin each interview by explaining his or her role as a fact finder, client confidentiality expectations, the prohibition against retaliation, the requirement for truthfulness, and the duty to cooperate. Interviews will be conducted at a location comfortable for each witness, usually an office or conference room in the client’s workplace. Interviews may be recorded upon request. In such cases, we provide clients with the interview recordings.

We endeavor to complete the interviews process as soon as is practical and continue to gather documents until the evidence gathering phase is complete. Depending upon the complexity of the matter and witness availability, this can typically take anywhere from one to six weeks. We will usually have a draft report to our client no more than two weeks following the last interview or receipt of a critical document and are usually able to provide a final report within 48 hours of our client’s response to the draft. We will work on each investigation diligently and without delay, and should any issue arise that hinders the expeditious handling of the matter, we will contact our client representative. #8..
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12 Time spent with our client’s staff is dependent on the size and complexity of the investigation. Matters involving complex issues or a large number of witnesses will require more time to be spent interviewing relevant parties. We will also provide our client contact(s) with monthly invoices, and keep them updated on the status of the investigation as it progresses.

We have also adjusted the way we work to maintain compliance with local and state orders to slow the spread of COVID-19. We have been able to continue the quality and effectiveness of our investigations during this time by conducting investigative interviews via online videoconference using secured platforms that maintain confidentiality. We confirm ahead of time that each witness has sufficient online connectivity and is comfortable logging onto the online platform. We are available for in-person interviews when prearranged with the client.

If would like to know more about other services we offer, such as training on bias, sexual harassment, and workplace investigations, please let us know, and we would happy to provide more information. #8..
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13 Rates
A(orney Public Sector/Non-Profit Rate
Amy Oppenheimer, Partner
Vida Thomas, Managing Partner
$545/hour
Tina Ro-Connolly, Partner
Zaneta Seidel, Partner
Alezah Trigueros, Partner
Danielle Drossel, Partner
Tracey Merwise, Senior AForney
Ilona Turner, Senior AForney
Jack Morse, Senior AForney
$445/hour
Supervision/SubstanLve Edit $445/hour
Rachel Reddick, AForney
Madeline Buitelaar, AForney
Gorev Ahuja, AForney
Erik Roper, AForney
Sandy Fu, Of Counsel
Renee Jansen, Of Counsel
$395/hour
Maria Walker, AForney
JeaneFe Boykins, AForney
Neil BauLsta, AForney
Jacquelynn Kwong, AForney
Sean Lee, AForney
$345/hour
Writers/Editors
Jacob, Cindy, GarreF
$195/hour
Interns $125/hour
Other Proposed Costs & Expenses
Travel ome (if applicable) is billed at the hourly rate of the lead invesogator.

Copying/printing documents will be billed at $0.35/page.

Other costs (e.g. shipping or transcription fees) will be charged at cost. #8..
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14 Prior Clients w/References
Agency Name City of Pittsburg
Contact Name Jennifer Brizel, Director of HR
Telephone 925-252-4898
Email [email protected]
Street Address 65 Civic Avenue
City, State, Zip Code Pittsburg, CA 94565
Description of services provided
including contract amount, when
provided and project outcome
Conducted workplace investigations for the City of Pittsburg, the details of which cannot be divulged due to attorney-client privilege.

One investigation for the City involved allegations against a Department Head. That investigation cost $17,948.50 and was completed on May 15, 2023.

Agency Name Kings County
Contact Name Diane Freeman
Telephone 559-852-2445
Email [email protected]
Street Address 1400 W. Lacey Blvd., Bldg #4
City, State, Zip Code Hanford, CA 93230
Description of services provided
including contract amount, when
provided and project outcome
Conducted an impartial investigation into allegations against a Department Head on behalf of Kings County. This investigation cost $49,629.50 and was completed on April 6, 2023. Other details are withheld due to attorney-client privilege.

Agency Name Lafayette Unified School District
Contact Name Dulcinea Grantham (Outside Counsel)
Telephone 925-953-1620
Email [email protected]
Street Address 2001 North Main St, Suite 500
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15 City, State, Zip Code Walnut Creek, CA 94596
Description of services provided
including contract amount, when
provided and project outcome
Conducted an impartial investigation for the Lafayette School District into how an administrator handled complaints against a teacher. The investigation was completed May 15, 2023 and came to a cost of $29,965.50 in total. Further details cannot be divulged due to attorney client privilege.
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16 Other Services
Trainings
Our office provides an array of training relevant to employment, human resources, conflict resolution, and bias including anti-harassment training, investigator training, conflict resolution/mediation training, implicit bias training and diversity training.

The pricing assumes the trainings are done remotely due to COVID-19. If they are done in person, there are additional costs for travel time of $1,000 per on site visit. Trainings are customized for the group to be trained however significant customization is an additional fee. Costs are listed assuming the length of time set forth here however, session lengths can be adjusted which would impact the pricing.

AB1825 Training:

Harassment and bullying are a serious and ongoing problem in many workplaces and can often lead to legal issues for both the employer and the employee. Education and training are two ways we can help reduce the prevalence of workplace harassment. This training will help attendees recognize and understand what harassment is, what they can do to prevent it, and how to handle it if it happens. This training meets the requirements for mandatory training for supervisors, managers, and employees under Cal. Gov. Code §12950.1. Virtual interactive training with live trainers (via Zoom) is available utilizing one or two trainers.

For employees (1 hour): $1,200 for one trainer or $1,600 for two trainers; For supervisors/managers (two hours): $1,800 for one trainer or $2,500 for two trainers; For high level executives (small group roundtable discussions): $1,200/hour for one trainer or $1,600/hour for two trainers.

Bias Training (qualifies for California MCLE bias credit):

As humans we all have biases, some that are within our conscious awareness and some of which we are unaware. This training will help attendees recognize different types of biases and how they impact decision-making. This training will also help attendees to reduce biases and their impact on the workplace. Microaggressions and cultural competency are also covered.

The Implicit Bias training is a 90-minute session for $1,600.

Transgender Inclusivity:

Transgender people are increasingly visible in society and in the workplace, and this is a subject that is new for many people. This presentation will cover best practices for ensuring workplaces are inclusive for transgender employees. It includes definitions, respectful terminology, access issues under California law, and how to be an ally to transgender people.
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17 This training is one hour and is $1,200 per session.

Conflict Resolu9on and Communica9on Training:

We spend much of our lives at work and it’s important to have positive and healthy relationships with the people we work with. Sometimes that can be difficult because we come from different backgrounds, cultures, lived experiences and have different communication styles, which can lead to conflict at times.

These trainings discuss common challenges that come up in workplace relationships, ways of communicating about difficult issues and provide practice and practical tips in effective ways of resolving those problems.

These trainings are two hours and are done by two trainers for a cost of $2,800.

Inves9ga9on Training:

Investigations are us. Last year we performed over 100 of them and trained hundreds of EEO investigators at organizations throughout California. We can provide a one-day overview of the law and practice of investigations, a two-day training that also includes taking small groups through a mock investigation and a three-day training that provides a day on report writing. We will tailor this to our client’s needs. These programs are delivered by two trainers and are highly interactive.

One day overview – lecture and demonstration – delivered by two trainers: $10,000 Two day – includes full day interactive practicum focusing on interviewing skills and case analysis:
$20,000
Three days – includes the above plus full day interactive practicum focusing on report writing skills and case analysis: $28,000
One-on-One Training/Counseling:

Sometimes behavior is so serious that it leads to a significant disciplinary action including termination.

Other times high level executives violate boundaries and with work can modify their behavior to come in line with appropriate workplace expectations. We specialize in understanding that line and teaching others to recognize it and adhere to it.

Amy Oppenheimer: $600/hour
Vida Thomas: $550/hour
Other Customized Training
We can develop customized trainings based on the needs of our client. Pricing for these trainings vary and will be discussed if requested by the client.
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18 Media@on, Concilia@on, Informal Dispute Resolu@on and Coaching Many of the attorneys at Oppenheimer Investigations Group are experienced mediators, specializing in helping to resolve workplace conflict. Several of them have specific expertise in working with diverse work groups to address conflict.

These services are provided on an as-needed basis. If a client has a need for such services they will contact our office and either Managing Partner Amy Oppenheimer or another partner will, together with our client, determine the specific needs and time frame. This discussion will take place within two days of our client contacting our office. Within two days of the discussion, a lead mediator, conciliator or coach will be assigned to the case. The assignment will be decided based on experience level, availability and other needs of the project. Specific requests by clients will be honored whenever feasible.

Rates for Services:

Pricing offered on a time-and-materials basis would be based on the provider’s hourly billable rates:

Amy Oppenheimer – $645/hour
Vida Thomas – $545/hour
Zaneta Seidel & Ilona Turner – $400/hour
Travel time will be billed at the usual hourly rate of the individual providing the service. #8..
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Elk Grove, California 95624 866-774-3222 www.Solutions-MRG.com April 3, 2024
Krisha Lay, Senior HR Assistant
City of Modesto
1010 10th Street
Modesto, CA 95354
Sent via email: [email protected]
RE: Statement of Interest and Response to RFP INF 24-21 for Investigative Services Dear Ms. Lay:

Thank you very much for the opportunity to submit a proposal to provide outside investigative services on an as-needed basis for the City of Modesto (“City”) for a term of 2 years. Municipal Resource Group, LLC (“MRG”) is submitting all the required information as outlined in the RFP which can be found within our proposal. The table of contents on the next page will direct the reviewers to each section.

In summary, MRG will conduct confidential investigations to determine the factual basis of complaints and allegations in the workplace. A scope of work will be prepared in advance of each matter. At the end of an investigation, MRG will provide a written report unless otherwise instructed, to be produced within 30 days of the final interview or earlier.

Our investigative team, comprised of licensed Private Investigators and attorney-investigators, including members who are familiar with Modesto’s policies and personnel, brings many years of experience in public agency investigations enhanced by our Human Resources management and law enforcement backgrounds. MRG recognizes the importance of presenting unbiased, independent, and thorough investigation reports and findings regarding these sensitive situations. The firm is also capable of addressing and resolving the challenging workplace issues that often precede allegations, and we are proud of our success rates in post-investigation relationship mending and conflict resolution.

Firm Name: Municipal Resource Group, LLC (“MRG”)
Local Office Address: 8788 Elk Grove Blvd., Bld. 1, Suite L, Elk Grove, CA 95624 Contract Mailing Address: PO Box 561, Wilton, CA 95693
Federal Tax ID: 26-4149793
Contact Person: Mary Egan, CEO
Telephone Number: (916) 261-7547
E-Mail: [email protected]
Website: Solutions-MRG.com
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Elk Grove, California 95624 866-774-3222 www.Solutions-MRG.com I am a firm founding member of MRG and the Human Resources practice leader, as well as a founding member of the Association of Workplace Investigators (“AWI”). Since its inception in 2009, AWI has become the premier international association dedicated to promoting and enhancing the quality of impartial workplace investigations. I realize the importance of this engagement and appreciate the opportunity to be considered. We regularly serve as speakers on the topic of public sector investigative best practices.

For administrative support during the RFP review process and contracting coordination, please contact Doreen Birchell, Administrative Manager, at [email protected] or at (209) 280-6263. MRG commits to be bound by the representations in the RFP and accepts the terms and conditions of the Standard Agreement for Professional Services. MRG is a privately held company, and as such, we do not typically disclose our financial information regarding the annual dollar volume of work. We have, however, satisfactorily serviced more than 500 cities, counties, special districts, and private sector clients since 2009.

We acknowledge receipt of Addendum 1 and 2 of the RFP. In addition, this proposal is valid for ninety (90) days from the date of submission.

Please let me know if you would like to discuss MRG’s approach to investigative services.

Respectfully submitted,
Mary Egan, CEO

MRG, LLC
916-261-7547
[email protected]
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City of Modesto – Response
Request for Proposal – MRG, LLC

TABLE OF CONTENTS
PROJECT UNDERSTANDING AND APPROACH ................................................................................. 4 QUALIFICATIONS OF CONSULTANTS ............................................................................................... 6 Organizational Chart ............................................................................................................................... 10 EXPERIENCE OF MRG .................................................................................................................... 11 List of References .................................................................................................................................... 11 COST, SCHEDULE & DEADLINES .................................................................................................... 13 Principal Staff Contacts ........................................................................................................................... 16 ADDITIONAL SERVICES .................................................................................................................. 16 OTHER INFORMATION .................................................................................................................. 16 Certificate of Insurance ........................................................................................................................... 16 Business License ...................................................................................................................................... 16 ATTACHMENTS:

MRG Bios ............................................................................... Attachment A MRG Certificate of Liability Insurance .............................. Attachment B #8..
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PROJECT UNDERSTANDING AND APPROACH
The City of Modesto is seeking proposals from qualified firms to provide assistance related to Personnel Investigation Services for a period of two years on an on-call basis. Our team is adept at investigating all areas, including sexual harassment, discrimination, whistle-blower claims, PSOBRA, FOBR, and similar types of claims in the public sector. We have a very well-qualified team of investigators and subject-matter expert consultants to support various departmental investigations.

Mary Egan, a MRG founding partner and leader of its Human Resources practice, is also a founding member of the Association of Workplace Investigators (AWI). Since its inception in 2009, AWI has grown into the premier international association dedicated to promoting and enhancing the quality of workplace investigations.

The MRG Team has built its practice around conducting impartial, timely, and professional workplace investigations. Our team of seasoned Human Resources licensed investigators and attorney investigators, with relevant current experience, have conducted hundreds of workplace investigations in many large and medium-sized public agencies including the Cities of Fairfield, Oakland, Hayward, Alameda, Sunnyvale and Madera, Counties of El Dorado, Sacramento, Butte, and Placer and many special districts. In addition, we are proud to currently support the City of Modesto in its investigation needs.

Description of Approach
 We strategize as a team when needed before we begin a matter.

No two investigations are alike, and MRG commonly conducts intake conversations with our diverse team (public safety, HR, legal) to share information and develop a scope and plan of work appropriate to the incoming challenge.
 We assign the right investigator, all with deep public sector experience.

With a team of Qualified Managers and additional licensed or attorney investigators, MRG can respond to requests in a timely manner. We have members of our team who come from a variety of backgrounds and represent a diversity of cultures and experiences.  We listen to the client and seek to understand the history, challenges, and what a successful resolution could look like before we begin our neutral and objective factfinding.

As with all our work, we rely on staff’s knowledge, expertise, and effective collaboration on every project. Throughout the requested investigation services, we will collaborate with City staff to ensure the final report reflects a mutual understanding concerning the scope of the investigation between the City and MRG. Each project will be customized to achieve the objectives presented for each as-needed investigation or mediation.
 We are impartial and deliver reports that are easy to read and understand, right sized to the presenting challenges and obligations.
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We recognize the importance of presenting impartial, independent, and thorough investigation reports and findings regarding these sensitive situations.  We are professional, confidential, and reliable.

When presenting its investigation plan, MRG will identify staff members and others we believe are necessary to contact during the course of an investigation to ensure client expectations are met. MRG will not release any information regarding an investigation unless directed by our client. If requested to do so, MRG investigators are highly effective when interacting with community members, labor representatives, and other constituent groups. Typically, MRG will rely on logistical support from City employees such as helping identify individuals pertinent to an investigation, issuing investigation notices, and scheduling interviews. MRG will require all documents relevant to an investigation, such as a written complaint (if any), correspondence and email, organization charts, and access to personnel files. Documents may also include emails and e-files, text messages, personnel, and sensitive files, timelines, policies, procedures, handbooks, and relevant prior investigation materials. Initial determinations will be made as to who shall be interviewed, in what order, and for what purpose, subject to change.

Scope of Work
• MRG will conduct various types of investigative services, including but not limited to surveillance, investigative research, interviews, and background investigations.

We can provide referrals for undercover investigations people locates, Internet & E-mail tracing, computer examinations as well as electronic surveillance countermeasures.
• Consultant will perform services in compliance with state and federal laws, regulations, and best practices.
• Consultant to provide the appropriate scope of services as determined based on City case goals.
• Consultant is empowered to perform said services for and on behalf of the City, and to do all things necessary, appropriate, or advisable in performing said services for and in the best interest of the City.
• The actual time and way the following investigative services are conducted shall be left to the sole discretion of the Firm.
• Conduct investigations compliant with the Public Safety Officers Bill of Rights Act (PSOBRA) and the Firefighter Bill of Rights (FOBR). Our team of investigators has a breadth of experience in workplace investigations including harassment, discrimination, and other employment-related complaints. MRG has investigators that hold POST Certification.
• Provide the appropriate scope of services based on the City’s case goals for each engagement.
• Perform said services for and on behalf of the City, and to do all things necessary, appropriate, or advisable in performing said services for and in the best interest of the City. To perform our services effectively, we require the full cooperation and support of all representatives from the City. You can assist us by keeping us fully informed as to facts and developments relevant to our investigative services. It is #8..
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essential that we receive accurate and complete information, including written materials when requested, and that involved personnel are available to the extent required.

As an independent investigator, MRG has the right to determine the means, manner, and findings related to the investigation. The City agrees to allow MRG full discretion to undertake the investigations and otherwise make findings without influencing or interfering with the outcome. The City understands and acknowledges that this Agreement is not dependent on MRG making or failing to make a particular determination, finding of fact, or conclusion.

QUALIFICATIONS OF CONSULTANTS
Mary Egan is the Chief Executive Officer who oversees our practice and provides high-level leadership for all our projects, as she would for this engagement with the City of Modesto.

Mary Egan, CEO, Qualified Manager, and Licensed Private Investigator, (California BSIS License No. PI24104), has extensive workplace investigative experience and a successful, growing conflict resolution and coaching practice area. Mary has taught the AWI (Association of Workplace Investigators) public-sector class and has since the inception of AWI. She has served on the Board of Directors as Chairperson of the Legislation Committee, as a faculty member at the AWI Institute, and as a member/author of the Guiding Principles Committee, on which she spent four years developing AWI’s published standards for workplace investigations.

Robert Brown, Qualified Manager and Licensed Private Investigator, (California BSIS License No.

PI189184) is an investigative professional who brings a unique skill set and over 27 years of experience to clients in the public and private sectors. His training and law enforcement experience in conducting administrative, criminal, and civil investigations enable him to serve clients in a diverse capacity. Robert’s extensive investigative expertise during his career with the California Highway Patrol and currently with his affiliation with MRG include PBOR and FBOR investigations. His combined knowledge of administrative processes and his very personable, professional demeanor, dedication, and ability to work with every level of command are well documented in commendations and certificates.

Fred Deltorchio, Consultant and Investigator – JD, (California State Bar No. 144451) is a past president of the Benicia Police Officers Association. Fred has significant experience addressing police personnel issues, including recruitment, investigations, evaluation, discipline, and termination. He has over 30 years of Law Enforcement experience and served as the Police Chief and Interim City Manager for the City of Hercules. Before that, he was with the Benicia Police Department for almost 18 years. Mr. Deltorchio managed Public Safety investigations, discipline, and termination of officers as a Police Commander and Police Chief for the City of Hercules. He has completed FBOR investigations with a successful outcome for the client and has finalized several POBOR investigations. Fred also attended the FBI National Academy and graduated with the 193rd Session.
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Ren Nosky, Consultant and Investigator – JD, (California State Bar No. 130726) is a practicing attorney since 1987 is experienced in conducting investigations into allegations of harassment, discrimination, retaliation, ethics violations, misuse of public resources, workplace fraud, violence, and other kinds of misconduct in the workplace. He has conducted personnel investigations, including high-profile and politically sensitive situations involving elected officials, law enforcement, department heads, and other high-ranking employees.

Michelle Fitzer, Consultant and Licensed Private Investigator, (Washington License 22001191) is a dynamic professional with expertise in Human Resources, Investigations, Mediations, Training, Labor Negotiations, Finance, and Public Administration. She negotiated shared service agreements for fire services and police dispatch services. She served as the staff liaison for City Council Teambuilding and citywide Strategic Planning processes. She is a skilled facilitator and has led many stakeholder groups to consensus on organizational and operational issues.

Martha Wilson, Consultant and Investigator – JD, (California State Bar No. 183919) is a seasoned member of the MRG investigative team and has conducted multiple investigations for various agencies, including claims of harassment, discrimination, and employee misconduct involving officers and administrators. In addition, to her employment experience, Martha has taught Civil Procedure at Cal Northern School of Law in Chico, where she is the Chair of the Faculty Senate and the Director of Institutional Research. Martha received her Juris Doctorate, magna cum laude. She is a member of the Association of Workplace Investigators and is trained in Advanced Mediation Practice through Pepperdine University’s School of Law Institute for Dispute Resolution.

Alana Forrest, Consultant and Licensed Private Investigator, (California BSIS License No.

PI1877859) is an experienced professional in both law enforcement and corporate security professions. During her 29-year career in law enforcement, she led all facets of operations and administrative functions in two police agencies, Palo Alto and Los Gatos/Monte Sereno. Ms.

Forrest has a passion for organizational and personal development, coaching, mentoring, and training. She co-founded the Women Leaders in Law Enforcement Symposium in partnership with the California Police Chiefs Association in 2006 and is now attended by multiple law enforcement professionals with a national following. She is a graduate of several outstanding leadership programs, including the LAPD Leadership, FBI National Academy, and the Senior Management Institute for Police at Boston University.

Gary Geren, Consultant and Investigator – JD, (California State Bar No. 137614) is an experienced judge and litigation attorney. He was an administrative law judge (ALJ) with the State where he conducted hundreds of hearings involving over 50 different state departments, agencies, and public entities. Judge Geren was a senior civil litigation attorney for the State of California where he received numerous exceptional service awards. In private practice, he consulted employers and employees in employment-related concerns involving both public and private sectors. He graduated with Honors from McGeorge School of Law and completed several multi-day courses at the National Judicial College, including courses on conducting efficient hearings, evaluating witness testimony, effective decision writing, and advanced #8..
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mediation training; he has mediated over 300 matters. Judge Geren lectured nationally on public entity liability, has an article published concerning the Freedom of Information Act and its role in litigation, and was a California State Bar-approved provider for Mandatory Continuing Legal Education, where he lectured on public entity litigation.

Dorian West Blair, Consultant and Investigator – JD, (California State Bar No. 171387) has almost 30 years of employment law and human resources experience and is a seasoned workplace investigator having investigated and overseen hundreds of investigations primarily for public sector employers. She specializes in investigations of claims of discrimination, harassment, and retaliation based on protected categories, but is also skilled in investigating claims of workplace violence, policy violations, misconduct, wage and hour, and safety. Dorian earned her Juris Doctorate from Stanford Law School and a Bachelor of Arts in Communications Studies from UCLA, where she graduated cum laude. She is a member of the Association of Workplace Investigators, an active member of the State Bar of California, and an inactive member of the D.C. Bar.

Lisa Sullivan, Qualified Manager and Licensed Private Investigator, (California BSIS License No.

PI28436) has designed industry-leading and award-winning continuous improvement programs resulting in significant and measurable organizational performance improvements. Lisa is also a talented private investigator and a California POST Certified Background Investigator. She conducts all manner of workplace investigations: employee misconduct, discrimination/harassment complaints, Title V and Title IX complaints, executive reference checks, and law enforcement background investigations. Lisa’s investigations are professional, independent, efficient, and thorough. Lisa earned a Bachelor of Arts in Management with honors and other distinctions from Saint Mary’s College of California.

Rudy Escalante, Qualified Manager and Licensed Private Investigator, (California BSIS License No. PI88047) is a highly experienced private consultant who provides executive leadership and professional management services. He has over thirty years of experience serving California communities as a Public Safety officer. While a Chief of Police, he participated in the Law & Legislative Committee for the California Police Chief’s Association and was the chair of their Firearms Committee. Rudy is an instructor for the South Bay Regional Public Safety Training Consortium where he teaches personnel investigations to newly promoted police sergeants.

Mr. Escalante is a graduate of the FBI National Academy in Quantico, VA. He holds a master’s degree in public administration from San Jose State University, a BS in Business Management from University of Phoenix, and an AS degree in Criminal Justice from Cabrillo College. He holds certifications for public safety and leadership, including POST Executive Development courses and trainings. He is a licensed private investigator experienced in conducting complex workplace investigations.

Nicole Bussi, Consultant and Investigator – JD, (California State Bar No. 252763) is an experienced employment attorney investigator, who understands that the failure to conduct a fair, reasonable, and comprehensive investigation can lead to widespread workplace issues and severe problems for a company. Her focus is to conduct investigations that guide appropriate #8..
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employment decisions and protect all parties involved. Nicole spent many years providing employment counsel to clients to enable growth while helping them assess and diminish risk.

She has worked with a broad range of businesses and agencies, from Fortune 500 companies, healthcare, and emerging nonprofits, to the public sector. In addition to handling internal and external investigations, she has litigated claims in state and federal court. She is a member of the California Bar, Marin County Bar, Association of Workplace Investigators, and Society for Human Resources Management. She obtained her J.D. from UC Law San Francisco (formerly UC Hastings College of the Law) and completed her undergraduate education at Santa Clara University.

William (Bill) Litt, Consultant and Investigator – JD, (California State Bar No. 166614) is an experienced workplace investigator dedicated to providing impartial and timely services for client agencies. He has extensive litigation experience, including federal and state trials, writs, and appeals. Bill spent over sixteen years handling litigation and employment matters as a Deputy County Counsel for Monterey County. He has considerable experience advising on public sector employment issues, such as the rights of government employees generally, the relevance of applicable memoranda of understanding, and the Public Safety Officers’ Procedural Bill of Rights Act (POBRA). Bill earned a Bachelor of Arts degree with distinction from Cornell University and a Juris Doctor degree from the UCLA School of Law. He has attended various ADR programs, including “Masters of Mediation,” and completed the Monterey County Superior Court’s training for temporary judges. He also served on the Monterey County Superior Court Joint Committee on the Elimination of Bias. Bill is a member of the Association of Workplace Investigators and is an AWI certificate holder.

The entire team of MRG-affiliated consultants and the full list of MRG Investigators can be found at www.Solutions-MRG.com. The full biographies are attached as Attachment A. The Investigation Team organizational chart is listed below. #8..
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Organizational Chart
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EXPERIENCE OF MRG
MRG was founded in 2009 by highly skilled and broadly experienced professionals. The MRG Investigation Team has built its practice around conducting fair, prompt, and professional workplace investigations. Our team of seasoned licensed private investigators and attorney investigators have a wealth of relevant and current experience; a vast majority of our workplace investigations are in public agencies.

MRG consultants are independent contractors, most of whom have held executive and upper management positions in public agencies. Our team of investigators has a breadth of experience in workplace investigations including PSOBRA, FBOR, harassment, discrimination, and other employment-related complaints. whistle-blower claims, retaliation, employee misconduct, and other similar employment-related complaints including interaction with CRD and EEOC.

Services Provided: Workplace Investigations, Conflict Resolution, Mediation, Facilitation, Training, Project Management, Human Resources Services, Organizational Assessments, Recreation, Parks and Community Service, Public Safety Studies, Leadership Coaching and Development.

Consultants: MRG has 6 Qualified Managers and 10 additional licensed private investigators or attorney investigators. MRG also has approximately 70 subject matter experts with a variety of public sector experience who can support investigations as needed.

Years of Experience: 15 years
List of References
Agency: City of Albany
Address: 1000 San Pablo Ave.

Albany, CA 94706
Contact: Chief John Geissberger, Chief of Police
Phone: (510) 525-7300; Fax No. n/a
Email: [email protected]
Investigator: Fred Deltorchio
Cost: $20,695
Description: The City of Albany has engaged the services of an MRG investigator for select POBOR investigations. The investigation process and final reports were satisfactorily completed for all requests.

Agency: City of Oakland
Address: 150 Frank H Ogawa Plaza 2nd Floor
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City of Modesto – Response
Request for Proposal – MRG, LLC 12
Oakland, CA 94612
Contact: Artisha McCullough, EEO & Civil Rights Director Phone: (510) 238-6468; Fax No: n/a
Email: [email protected]
Investigators: Ren Nosky, Nicole Bussi, Martha Wilson, Robert Brown, Michelle Fitzer Cost: $59,670
Description: MRG has a multi-year agreement with City of Oakland to conduct investigations in various departments and employee complaints ranging from discrimination, retaliation, FBOR, POBOR and misconduct. The investigative process and final reports were completed satisfactorily for all requests.

Agency: El Dorado County
Address: 330 Fair Lane
Placerville, CA 95667
Contact: Misty Garcia, Principal Human Resources Analyst Phone: (530) 621-5388; Fax No. n/a
Email: [email protected]
Investigators: Robert Brown, Lisa Sullivan, Fred Deltorchio, Michelle Fitzer, Ren Nosky, Bill Litt, Gary Geren
Cost: $250,000
Description: MRG has partnered with the County of El Dorado since 2012 for various consulting and investigative services. The investigative team has conducted both in-person and remote investigations at the County’s discretion. The County and MRG coordinate promptly to ensure their requests are addressed in the most efficient manner. The investigative process and final reports were completed satisfactorily for all requests.

Agency: Yolo County
Address: 625 Court Street, Room 202
Woodland, CA 95695
Contact: Alberto Lara, Director of Human Resources
Phone: (530) 666-8149; Fax No. n/a
Email: [email protected]
Investigator: Lisa Sullivan
Cost: $13,500
Description: Yolo County engages with MRG on a case-by-case basis. MRG Investigator Lisa Sullivan has completed complex matters. All investigatory processes have been concluded, and final reports have been accepted.

Agency: Humbolt County
Address: 825 5th Street, Room 100
Eureka, CA 95501
Contact: Zach O'Hanen, Director of Human Resources
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City of Modesto – Response
Request for Proposal – MRG, LLC 13
Phone: (707) 476-2350; Fax No. n/a
Email: [email protected]
Investigators: Fred Deltorchio, Michelle Fitzer, Rudy Escalante, Bill Litt Cost: $118,167
Description: The County has a multi-year agreement for MRG services for Human Resources consulting and a separate investigations services agreement.

MRG has worked with various departments throughout the County.

Current matters excluded, the final reports were completed satisfactorily.

COST, SCHEDULE & DEADLINES
Qualifications of Firm
As a Consulting Firm, our team of investigators have decades of varied experience conducting workplace investigations, including allegations of discrimination, harassment, whistle-blower claims, retaliation, employee misconduct, and other similar employment-related complaints, including interaction with the state Civil Rights Department (CRD), the federal Equal Employment Opportunity Commission (EEOC), and the State Department of Industrial Relations. As provided earlier, the investigators have a breadth of experience complying with PSOBRA, FOBR, as well as having POST Certified Background qualifications.

In addition to its technical expertise, MRG understands that each organization is unique. As former public-sector professionals, MRG investigators understand public-sector structures and processes and, thus, have the experience and ability to work effectively with staff, community groups, and other stakeholders. MRG strives to understand its client’s expectations, organizations, and practices. MRG investigators seek to understand the relevant facts, relationships, and dynamics influencing each investigation at the beginning of every investigation. Before beginning our work, when requested or in large or complex matters, MRG presents its investigation plan, including scope and logistics, to ensure clients’ expectations are incorporated accurately. MRG ensures that our clients are informed about our engagements throughout the investigative process.

Professional Fees and Estimated Expenses
The City of Modesto agrees to pay MRG Investigators at the rate of $350.00 per hour for investigative services. CEO and Principal Investigator Mary Egan will bill time at $400 per hour.

When appropriate, MRG uses an administrative specialist at $125.00 per hour to handle work commensurate with their experience and expertise. Employers have an obligation to conduct a thorough investigation. Often new facts and witnesses are discovered through the investigative process. As such, any estimates are for planning purposes only. We also understand the need to manage costs and do all we can to balance these concerns. We will notify you if the scope or witness list expands dramatically. MRG will bill for reasonable travel time from the Investigator’s location. Time charged will include, for example, time spent interviewing witnesses, writing the report of findings, and performing necessary research. The time charged #8..
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City of Modesto – Response
Request for Proposal – MRG, LLC 14
will also include the time MRG spends on telephone calls relating to your matter, including calls with witnesses, potential witnesses, or counsel representing any of the parties. We reserve the right to adjust the rate up 10% per year for additional years beyond year one.

Costs. MRG may incur minor costs and expenses in performing services under this Agreement.

The invoice for this matter will include all costs and expenses incurred, in addition to the hourly fee. Reimbursable expenses include, but are not limited to, mileage reimbursement at the current IRS rate, transcriptions, postage, document production costs, parking, tolls, travel accommodations (such as hotel) as needed, and electronic files as needed.

Compensation for Post-Investigative Work. Each engagement shall be considered concluded after MRG has provided a final invoice for an investigation. After the conclusion of each engagement, should a need arise for MRG to respond to any subpoena, or to otherwise provide deposition or trial testimony about the matter, the City shall compensate MRG and if needed, legal counsel at its then applicable rates for time expended, including time involved in preparing for such deposition or testimony, or responding to any subpoena.

Principal, Mary Egan, Qualified Manager $400.00 per hour Workplace Investigators $350.00 per hour
Post Investigative Deposition/Testimony $350.00 per hour Administrative Specialist $125.00 per hour
List of Previous Clients
MRG currently provides investigative services to several public and private sector agencies in California and other states. MRG performs approximately 40-50 investigations per year. We will provide additional contact information for references upon request. The matters are confidential, but the client would provide a reference for our services. The following is a list of representative previous clients that MRG has provided similar investigative services.

California Association of Realtors City of Lodi
California State University System City of Los Altos
City College of San Francisco City of Madera
City of Alameda City of Merced
City of Albany City of Modesto
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City of Modesto – Response
Request for Proposal – MRG, LLC 15
City of Antioch City of Napa
City of Benicia City of Oakdale
City of Colfax City of Oakland
City of Fairfield City of Palo Alto
City of Gilroy City of Pasadena
City of Half Moon Bay City of Richmond
City of Hayward City of Rocklin
City of Henderson, NV City of Salinas
City of Hercules City of San Rafael
City of Tracy County of Sacramento
City of Vacaville County of Sutter
City of Vallejo County of Yolo
City of Watsonville County of Yuba
County of Alameda Delta San Joaquin Community College
County of Butte Dublin San Ramon Services District
County of Contra Costa County East Bay Municipal Utilities District County of El Dorado Kern Community College District
County of Humboldt Lathrop Manteca Fire Department
County of Lake Livermore Area Recreation & Parks District County of Mariposa Merced Irrigation District
County of Placer Port of Oakland
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City of Modesto – Response
Request for Proposal – MRG, LLC 16
Principal Staff Contacts
Principal/CEO Mary Egan: (916) 261-7547, [email protected] Business Manager Andi Stanley: (916) 501-3748, [email protected] Administrative Manager Doreen Birchell: (209) 280-6263, [email protected]

ADDITIONAL SERVICES
In addition to Workplace Investigations, MRG is a full-service consulting firm dedicated to assisting public agency and private sector clients by providing clients with the following additional services: Project Management, Human Resources Services, Financial Management and Fiscal Sustainability, Recreation, Parks and Community Service, Public Safety Studies, Leadership & Organizational Assessments.

OTHER INFORMATION
Certificate of Insurance
MRG maintains the required insurance certificate with additional endorsements for the City.

See Attachment B.

Business License
MRG has a current Business License on file with the City #1288514, which renews on 12/31/24. #8..
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Attachment A
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Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
Mary Egan – Chief Executive Officer

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (916) 261-7547
[email protected]
Mary is highly skilled at Executive Coaching, Workplace Investigation, and Conflict Resolution and often uses those skills, along with her considerable experience, when advising her clients regarding employment-related risk mitigation, strategic planning, and interest-based problem resolution. Mary’s specialties are assisting governing boards and government leaders with executive-level performance evaluations, organizational problem analysis, and skillful resolution, as well as coaching key employers to address deficiencies and maximize organizational impact.

As a Private Investigator licensed by the State of California, Mary has handled hundreds of workplace investigations for both private sector and public employers on all types of employment matters over the last several years, including claims of discrimination, harassment, retaliation, whistleblowing, substance abuse, threats of violence, assault, theft, fraud, violations of company policies, wage and hour violations, and other forms of alleged misconduct.

Mary is experienced in testifying during administrative and judicial proceedings regarding completed investigations and provides expert testimony on the adequacy of workplace investigations, human resource practices, and public sector employment standards and expectations. She is also qualified as an expert in State Court on the adequacy of investigations.

Mary’s commitment to and passion for improving the quality of workplace investigations nationwide is demonstrated by her role with the Association of Workplace Investigators (AWI, formerly, California Association of Workplace Investigators). She is a founding member of AWI, formed in October 2009, and spent four years developing the AWI’s published standards for workplace investigations and serving as a faculty member at the Workplace Investigation Institute.

In addition to investigations and expert testimony, Mary facilitates staff retreats, team-based problem-solving, and labor management committees, works with elected boards to define the performance expectations of their key managers, and serves as a neutral factfinder in the resolution of employer/employee issues.

Prior to joining MRG, Mary held key positions with both the City of Sacramento and the City of San Jose, where she was the Employee Relations Officer and Chief Negotiator. While with Shannon Associates, Mary managed recruitments for high-level appointed executives, as well as complex HR assessments for large and complex clients. She continued her consulting services with high-profile clients after starting her own firm in 2001 and maintains long-term relationships with cities and counties in California. Mary is a recognized expert in municipal government interest arbitration.

In addition to her significant field experience with major clients, Mary earned a Bachelor of Science degree in Applied Behavioral Sciences from the University of California, Davis, where she was named “Outstanding Female Graduate,” and a Master of Public Administration (MPA) degree from San Francisco State University. Mary is a founding member of the California Association of Workplace Investigators (CAOWI), participating as Chairperson of the Legislation Committee and member of the Best Practices Committee.

Mary is a frequent presenter at conferences, seminars, and meetings of several professional organizations, including the League of California Cities, the International Public Management Association (IPMA), the California Public Employers Labor Relations Association (CALPELRA), the Municipal Management Assistants of Northern California (MMANC), and the California State Association of Counties (CSAC). She serves as an external advisor to the California Democratic Party working group on sexual and racial harassment and misconduct. In 2018, Mary was recognized by the Sacramento Business Journal as a recipient of the Women Who Mean Business award.
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Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
Robert Brown – Investigative Services

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (916) 220-4496
[email protected]
Robert Brown is a law enforcement consulting professional who brings a unique skill set and over 27 years of experience to client agencies. During his career with the California Highway Patrol, he was selected to serve in several specialized units within the department including special investigator, department training officer, tactical team member, and administrative supervisor at the Region Traffic Management Center. His professionalism, dedication, and ability to work with every level of command are well documented in the form of commendations and certificates.

Recently retired from the California Highway Patrol, Robert has turned his skill set to the public and private sectors as a subject matter expert. He is a licensed Private Investigator and Qualified Manager.

His training and experience in conducting investigations that have criminal, civil, and administrative components enable him to serve clients in a diverse capacity. In addition to his investigative skills, Robert has expertise in:
• Practical application of personnel rules and policy to set workforce expectations • Administration of the progressive discipline model to achieve behavior modification • Employee evaluations and documentation
• Leadership development
Paralleling his law enforcement career, Robert has been elected to, and currently serves on several community boards and committees. He has led and contributed to strategic planning, finance, and budget management, audits and inspections, union negotiations, personnel evaluation, and policy development.

Robert’s extensive investigative experience, combined with his knowledge of administrative processes and a very personable, professional demeanor, make him a valuable member of the MRG consultant group.
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Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
Fred Deltorchio – Investigations, Law Enforcement Organizational Management

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (707) 853-1024
[email protected]
Fred Deltorchio has extensive experience in workplace investigations for public and private clients. He regularly conducts complex investigations concerning misconduct, harassment, or substandard management practices. Fred speaks to Human Resources and Management groups on proper handling of workplace investigations. He has significant experience addressing police personnel issues including recruitment, investigations, evaluation, discipline, and termination.

Fred has over 30 years of Law Enforcement experience and served as the Police Chief and Interim City Manager for the City of Hercules, California. Prior to that, Fred was with the Benicia Police Department for almost 18 years.

As Police Chief for the City of Hercules, Fred coordinated the introduction of the Motorcycle Traffic Unit, the School Resource Officer Program, the Citizen Police Academy, and the “Every 15 Minutes Program”.

He provided required Workplace Discrimination and Harassment Prevention Training to all Hercules City staff and also personally filed oppositions and represented the Police Department in “Pitchess” motion hearings.

During his tenure as Interim City Manager, Hercules faced a high-profile financial crisis, which required general fund expenditures to be reduced by 30 percent. Fred led successful renegotiations of City contracts with all labor bargaining units and achieved necessary reductions of staff and program expenditures.

Fred has his Juris Doctor Degree from John F. Kennedy University College of Law and is a member of the California Bar Association. He graduated from California State University at Hayward with a bachelor’s degree in History. Fred also attended the FBI National Academy and graduated with the 193rd Session. #8..
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Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
Ren Nosky – Workplace Investigations

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (831) 666-7350
[email protected]
Ren Nosky is experienced in conducting investigations into allegations of harassment, discrimination, retaliation, ethics violations, misuse of public resources, workplace fraud, violence, and other kinds of misconduct in the workplace. He has conducted all forms of personnel investigations, including high-profile and politically sensitive situations involving elected officials, law enforcement, department heads and other high-ranking employees.

Ren, a practicing attorney since 1987, has over 25 years’ experience representing public agencies. He has served as the in-house City Attorney for the cities of Salinas, Stockton, and Santa Clara. While in private practice, he has also served as the general counsel for many other public agencies, including several special districts and other local government bodies.

As an accomplished public attorney, Ren has interfaced with elected officials and executive level staff members on virtually every significant issue that local governments face today. He has also successfully managed several public law departments and been responsible for their efficient operations. Ren retired from CalPERS in June of 2017 and holds a B.A. in Economics and a Juris Doctor from University of the Pacific.
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Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
Michelle Fitzer – Investigations and Human Resource Services

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (925) 437-4529
[email protected]
Michelle Fitzer is a dynamic professional with expertise in the fields of Human Resources, Finance and Public Administration. During her 30 year career in the public sector, Michelle has undertaken complex projects ranging from JPA negotiations to comprehensive classification and compensation analysis to leading service department consolidations.

In the Human Resources area, Michelle is experienced in organizational assessments, rule and policy development and labor negotiations using both positional and interestbased bargaining methods. She is also adept at training and mediation. Michelle is a licensed private investigator (State of California #PI188883 and the State of Washington #22001191) and has conducted several complex and sensitive workplace investigations, both during her full-time career and as a consultant. Investigation matters range from harassment, public finance, retaliation, governance and various workplace misconduct issues.

Michelle is also highly skilled in Finance, with extensive experience in operational and CIP budget preparation/management, long-range financial planning, and expenditure evaluation and reduction strategies. She is an expert in the financial aspects of organizational planning and compensation.

Michelle’s city administration experience includes serving as City Manager, Assistant City Manager and Administrative Services Director. She has had responsibility and oversight of Economic Development and Redevelopment functions, City Clerk’s Office and Strategic Planning. She negotiated shared service agreements for fire services and police dispatch services, and has negotiated the sale of several former RDA properties. She served as the staff liaison for City Council Teambuilding and citywide Strategic Planning processes. She is a skilled facilitator and has led many stakeholder groups to consensus on organizational and operational issues.

Michelle has a Bachelor’s degree in Psychology, and a Master’s degree in Business Administration with a Human Resources Management emphasis.
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Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
Martha K. Wilson – Human Resource Services

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (530) 518-5863
[email protected]
Martha Wilson provides a wide variety of services and guidance to all levels of staff in the California public sector, specializing in County Government. She conducts complex workplace investigations for public and private employers.

After a successful career in mortgage banking, Martha started working in California’s public sector as a Deputy County Counsel for the County of Yuba in March 1998. In January 2007 she accepted the position of Personnel Director/Risk Manager for that County where she remained until her retirement in April 2015. In her tenure with Yuba County, she managed challenging issues while maintaining strong working relationships with administrators, managers, employees, and union representatives. Examples of her work include reorganization of the Personnel Department into the Human Resources and Organizational Services Department, reductions in work force and costs of services, concession bargaining, development of the County Strategic Plan, and the Yuba Academy, which is an employee development and executive leadership series.

Martha has managed disciplinary and grievance processes and developed labor strategies with executive and elected officials throughout County government. She has experience in preparing for negotiations and has negotiated at the bargaining table. She has an in-depth knowledge of the budget process and is an expert in human resources functions, including recruitment and retention, on-boarding, classification and compensation, discipline, training development and delivery, benefits, risk management, and disaster preparedness and response.

In addition to her employment with the County of Yuba, Martha was an adjunct faculty member for 30 years at California State University, Chico, teaching in the Communication Arts and Sciences Department. Martha taught Civil Procedure at Cal Northern School of Law in Chico, California, where she was the Chair of the Faculty Senate. She is the Director of Institutional Research and the Diversity, Equity and Inclusion Officer for the law school.

Martha received her Juris Doctorate, magna cum laude, from Cal Northern School of Law, and a bachelor’s degree in Communication from the University of Vermont. She is a Senior Professional in Human Resources (SPHR), is a member of the Association of Workplace Investigators, and is trained in Advanced Mediation Practice through Pepperdine University’s School of Law Institute for Dispute Resolution. She currently provides mediation services to the Butte County Superior Court in Small Claims, Unlawful Detainer and Civil Harassment.
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Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
Alana Forrest – Investigations, Policy & Leadership Development

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (408) 476-9574
[email protected]
Alana Forrest is an experienced professional in both law enforcement and corporate security professions. During her 29-year career in law enforcement, she led all facets of operations and administrative functions in two police agencies, Palo Alto and Los Gatos/Monte Sereno. Ms. Forrest has a passion for organizational and personal development, coaching, mentoring, and training. She co-founded the Women Leaders in Law Enforcement Symposium as a partnership with the California Police Chiefs Association in 2006 and is now attended by multiple law enforcement professionals with a national following.

Ms. Forrest retired from public service in 2012 to pursue leadership roles in corporate security.

She has served as Director of Corporate Security for Security Industry Specialists, Pixar Animation Studios, Oracle, and Intuit. Ms. Forrest provided global managerial expertise and leadership in:
• Strategic planning
• Global operations
• Training
• Protective intelligence
• Risk assessments
• Crisis management
• Workplace violence
• Environmental health and safety
• Technology systems and software
• Investigations
• Organizational development
Alana earned a Master of Arts (MA) in Education from San Jose State University, a Bachelor of Science (BS) in Criminal Justice from Cal State East Bay and holds a California Private Investigator’s License. She is a graduate of several outstanding leadership programs, including the LAPD Leadership, FBI National Academy, and the Senior Management Institute for Police at Boston University. Based on a strong value of volunteerism, Alana has served in executive positions for four non-profit boards, Kiwanis Club of Los Gatos, YWCA Silicon Valley, and ASIS International, SF Bay Area Chapter, and currently serves as Vice President of the Women Leaders in Law Enforcement Foundation.
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Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
Gary A. Geren – Workplace Investigations

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (916) 201-8455
[email protected]
Gary Geren is an experienced attorney and judge with a proven record of fairness and professionalism. Judge Geren has an innate ability to write concise decisions making even the most complex matters easily understood which provides a broad foundation for investigative analysis and reporting. In private practice since 2015, he has provided consulting services to employers and employees regarding employment-related concerns involving both public and private sectors.

Prior to affiliating with MRG, Gary was an administrative law judge (“ALJ”) with the State of California (Office of Administrative Hearings for seven years and a year with the Department of Social Services), where he conducted hundreds of hearings involving over 50 different state departments, agencies, and public entities. His decisions were all affirmed on appeal and reviewing courts found his analyses to be “thoughtful and well-reasoned” and “thoroughly and carefully” decided.

He was well-respected for creating a courtroom environment where witnesses were respectfully treated, all parties knew their matters would be fairly considered, and he would ask unbiased, clarifying questions to ensure a clear and accurate record was made.

Before becoming an ALJ, Judge Geren worked for 17 years for the State of California, Department of Transportation as a senior civil litigation attorney where he led a team of trial attorneys defending the state in various lawsuits, including employment litigation. As a state attorney, he defended high-ranking department officials in complex and politically sensitive matters. He received numerous exceptional service awards.

Judge Geren graduated with Honors from McGeorge School of Law. He completed several multi-day courses at the National Judicial College, including courses on conducting efficient hearings, evaluating witness testimony, effective decision writing, and advanced mediation training; he has mediated over 300 matters. He lectured nationally on public entity liability, has an article published concerning the Freedom of Inform Act and its role in litigation, and was a California State Bar-approved provider for Mandatory Continuing Legal Education, where he lectured on public entity litigation. As a trial attorney, he was successful in all jury and court trials.
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Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
Dorian West Blair – Investigations, Training and Human Resources

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (650) 619-9719
[email protected]
Dorian has almost 30 years of employment law and human resources experience. She is a seasoned workplace investigator having investigated and overseen hundreds of investigations primarily for public sector employers, but also for private sector employers. Dorian specializes in investigations of claims of discrimination, harassment, and retaliation based on protected categories, but is also skilled in investigating claims of workplace violence, policy violations, misconduct, wage and hour, and safety.

Dorian has experience preparing position statements for the DFEH, EEOC, and DOE/OCR and testifying at depositions and in administrative proceedings regarding completed investigations.

In addition to conducting investigations, Dorian has expertise in affirmative action plan development and programming; diversity, equity, and inclusion programming (DEI), including developing internship and apprenticeship program; and disability/leaves. She is also skilled in classification, compensation, grievance management, and training.

Dorian began her employment law journey externing for the EEOC Systemic Litigation Unit in her third year of law school. Following graduation, she prosecuted employment cases under Executive Order 11246, Rehabilitation Act, VEVRAA, FMLA, FLSA, OSHA, and STAA as a Trial Attorney at the U.S.

Department of Labor and defended employers in litigation under Title VII, ADA, ADEA, FMLA, FEHA, CFRA and the California Labor Code as a Senior Associate at Rogers, Joseph, O’Donnell. She also worked in-house as Corporate Counsel at PeopleSoft developing and managing the contingent workforce program, managing employment litigation, and backing up the Employment Law Counsel.

In 2002, Dorian moved to the human resources and consulting side conducting and/or overseeing workplace investigations and responding to agency complaints as well as handling other HR-related work. In this capacity, she worked for California State University, East Bay (CSUEB), as the Director, Employment Relations and Practices and the Interim Associate Director of Human Resources and for CSUEB Continuing Education as an Instructor in Disability Law. She also has worked at the University of California, San Francisco School of Medicine (UCSF SOM) as the Director of Human Resources, Silicon Valley Bank as a Senior HR Business Partner, CPS HR Consulting as a Lead Investigator, East Bay Municipal Utility District (EBMUD) as a Diversity and Inclusion Officer, and Its Personnel as an Attorney Investigator. Accomplishments during her career include development of the first AA/EEO program and development of a recruitment process to enhance diversity at CSUEB, improvement of the Management Incentive Program and development of an HR Strategic Plan at USCF SOM, and expansion of the high school, college and specialty internship programs to create a pipeline of diverse candidates and leveraging the District Affinity Groups for recruitment and engagement initiatives at EBMUD.

Dorian earned her Juris Doctorate from Stanford Law School and a Bachelor of Arts in Communications Studies from UCLA, where she graduated cum laude. She is a member of the Association of Workplace Investigators, an active member of the State Bar of California, and an inactive member of the D.C. Bar. #8..
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Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
Lisa Sullivan – Human Resource Services

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (831) 332-2145
[email protected]
Lisa Sullivan brings an executive perspective combined with operational expertise to every project in which she is involved. Her diverse experiences during her exceptional 33-year public sector career honed her ability to see across traditional roles and responsibilities and develop innovative yet practical recommendations.

Lisa’s successes include designing and implementing consolidations, mergers, and reorganizations of divisions, departments, and entire organizations maximizing, service delivery and structural efficiencies. She has conducted many years of labor negotiations (as lead negotiator) using individualized strategies to achieve organizational goals and institutional credibility.

Lisa has designed industry-leading and award-winning continuous improvement programs resulting in significant and measurable organizational performance improvements. She is a skilled facilitator and has led many stakeholder groups to consensus on organizational and operational issues.

Lisa has held pivotal positions with the City of Santa Cruz (six years as the Human Resources and Administrative Services Director), Santa Cruz Regional 9-1-1 (12 years in a variety of key leadership roles), and the City and County of San Francisco (10 years in a variety of upper and operational management positions). She has significant experience in Public Safety and specializes in civilian functions and roles in Police and Fire departments.

Lisa is also a talented private investigator (State of California license #28436) and a California POST Certified Background Investigator. She conducts all manner of workplace investigations: employee misconduct, discrimination/harassment complaints, Title V and Title IX complaints, executive reference checks, and law enforcement background investigations. Lisa’s investigations are professional, independent, efficient, and thorough.

Lisa earned a Bachelor of Arts in Management with honors and other distinctions from Saint Mary’s College of California.
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Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
Rudy Escalante – Investigations, Public Safety, Organizational Transitions

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (831) 588-1920
[email protected]
Rudy Escalante is a highly experienced private consultant who provides executive leadership and professional management services. Mr. Escalante has over thirty years of experience serving California communities as a Public Safety officer and over seven years of safety and security experience in the private sector. He works to instill a high level of integrity and strong values within organizations. He mentors executives, managers, and supervisors to better understand their role within a government organization.

Mr. Escalante began his public service career in Santa Cruz County. Over a thirty-year career, he rose to become a Police Lieutenant managing the Investigations Section. He developed strong skills in policy review, budget analysis, public relations, and personnel management. Mr. Escalante assumed responsibility as Deputy Chief of Police in the City of Watsonville conducting personnel investigations and assisting the employer as the bargaining table. Three years later, he became Chief of Police in Capitola, the position he held until his Honorable Retirement in 2016. Mr. Escalante served as the Chief Executive Officer for Janus of Santa Cruz, a local non-profit drug and alcohol treatment center serving the residents of Santa Cruz County. With other 140 employees, he participated in complex union negotiations, personnel investigations, and contract negotiations with the County government.

While a Chief of Police, he participated in the Law & Legislative Committee for the California Police Chief’s Association and was the chair of their Firearms Committee. Mr. Escalante is an instructor for the South Bay Regional Public Safety Training Consortium where he teaches personnel investigations to newly promoted police sergeants. Mr. Escalante has security and safety experience in the private sector by developing Injury Illness Prevention Plans (IIPP), Respiratory Protection (RPP) and other OSHA related requirements.

Mr. Escalante is a graduate of the FBI National Academy in Quantico, VA. He holds a master’s degree in public administration from San Jose State University, a BS in Business Management from University of Phoenix, and an AS degree in Criminal Justice from Cabrillo College. He holds certifications for public safety and leadership, including P.O.S.T Executive Development courses and trainings. He is a licensed private investigator experienced in conducting complex workplace investigations. #8..
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Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
Nicole Bussi, AWI-CH – Workplace Investigations

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (415) 218-2693
[email protected]
As an experienced employment attorney investigator, Nicole understands that the failure to conduct a fair, reasonable, and comprehensive investigation can lead to widespread workplace issues and severe problems for a company. Her focus is to conduct investigations that guide appropriate employment decisions and protect all parties involved.

During investigations, Nicole draws on her knowledge and experience to recognize the key issues in an employee complaint that must be addressed to provide the employer with a clear path forward. Having represented employers in litigation, she is able to navigate complicated workplace issues including harassment, discrimination, and retaliation complaints, pay complaints, and unsafe and hostile work environment issues. She provides employers with a clear investigation plan and timely updates throughout the process.

Nicole creates a neutral, safe environment for employees where they feel comfortable opening up about sensitive events and they understand that their concerns are being taken seriously. Her ability to make individuals feel at ease when speaking with her ensures the necessary discovery of additional witnesses and evidence that is crucial to the thoroughness of the investigation.

Prior to affiliating with MRG, Nicole spent many years providing employment counsel to clients to enable growth while helping them assess and diminish risk. She has worked with a broad range of businesses and agencies, from Fortune 500 companies, healthcare, emerging nonprofits, and the public sector. In addition to handling internal and external investigations, she has litigated claims in state and federal court.

She is a member of the California Bar, Marin County Bar, Association of Workplace Investigators, and Society for Human Resources Management. She obtained her J.D. from UC Law San Francisco (formerly UC Hastings College of the Law) and completed her undergraduate education at Santa Clara University. #8..
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Main Office
P. O. Box 561
Wilton, CA 95693
(866) 774-3222
Visit us at: www.Solutions-MRG.com
Sacramento Area
Bay Area
Los Angeles Area
William Litt – Workplace Investigations

MUNICIPAL RESOURCE GROUP, LLC
Telephone: (831) 222-3942
[email protected]
Bill Litt, AWI-CH, is an experienced workplace investigator dedicated to providing impartial and timely services for client agencies. Admitted to practice law in 1993, Bill has extensive litigation experience, including federal and state trials, writs, and appeals. Prior to affiliating with MRG, he spent over sixteen years handling litigation and employment matters as a Deputy County Counsel for Monterey County. He has considerable experience advising on public sector employment issues, such as the rights of government employees generally, the relevance of applicable memoranda of understanding, and the Public Safety Officers’ Procedural Bill of Rights Act (POBRA).

In private practice from 2002-2006, Bill represented plaintiffs in employment, consumer, and civil rights litigation. The experience of having represented both employees and employers in workplace disputes provides Bill with an unusual perspective into employee-employer relationships and the wide range of scenarios that may play out in the workplace.

His workplace investigation practice began in the mid-1990s when he was hired to join the neutral, court-appointed, Office of the Civil Rights Monitor for Denny’s Restaurants. There he assisted with recruiting and training investigators and analyzing investigation reports. Later, while with the Monterey County Counsel’s Office, Bill occasionally served as the County’s liaison with external workplace investigators. In addition, he presented and helped develop training on topics such as the prevention of discrimination, harassment, and retaliation in conjunction with the County’s Civil Rights Office. Bill also routinely functioned as an informal investigator in connection with litigation he handled, interviewing countless witnesses and reviewing and synthesizing myriad documents in the process.

Bill earned a Bachelor of Arts degree with distinction from Cornell University and a Juris Doctor degree from the UCLA School of Law. He has attended various ADR programs, including “Masters of Mediation,” and completed the Monterey County Superior Court’s training for temporary judges. He also served on the Monterey County Superior Court Joint Committee on the Elimination of Bias. Bill is a member of the Association of Workplace Investigators and is an AWI certificate-holder. #8..
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Attachment B
#8..
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SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

INSURER(S) AFFORDING COVERAGE
INSURER F :

INSURER E :

INSURER D :

INSURER C :

INSURER B :

INSURER A : NAIC #
NAME: CONTACT
(A/C, No): FAX
E-MAIL ADDRESS:

PRODUCER
(A/C, No, Ext): PHONE

INSURED
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

OTHER:
(Per accident)
(Ea accident)
$
$
N / A

SUBR WVDADDL
INSD

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $
$
$
$ PROPERTY DAMAGE
BODILY INJURY (Per accident)
BODILY INJURY (Per person) COMBINED SINGLE LIMIT

AUTOS ONLY

AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED

ANY AUTO

AUTOMOBILE LIABILITY

Y / N WORKERS COMPENSATION
AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?
(Mandatory in NH) DESCRIPTION OF OPERATIONS below
If yes, describe under

ANY PROPRIETOR/PARTNER/EXECUTIVE
$
$
$ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEEE.L. EACH ACCIDENT EROTH- STATUTE PER
(MM/DD/YYYY) LIMITS POLICY EXP(MM/DD/YYYY) POLICY EFFLTR TYPE OF INSURANCE POLICY NUMBER INSR
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required)

EXCESS LIAB
UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $
$
OCCUR
CLAIMS-MADE DED RETENTION $
PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $
EACH OCCURRENCE $ DAMAGE TO RENTED
PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC

CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY)

CANCELLATION

CERTIFICATE HOLDER
The ACORD name and logo are registered marks of ACORD
HIRED

AUTOS ONLY
2/5/2024
AssuredPartners Design Professionals Insurance Services, LLC 3697 Mt. Diablo Blvd Suite 230
Lafayette CA 94549
Shannon Campos 714-824-3910 [email protected] License#: 6003745 Sentinel Insurance Company 11000 MUNIRES-01 Underwriters at Lloyd's, London 32727 Municipal Resource Group, LLC (MRG)
PO BOX 561
Wilton CA 95693
Hartford Casualty Insurance Company 29424 At-Bay Specialty Insurance Company 19607 133240592 A X 2,000,000 X 1,000,000 X Contractual Liab 10,000 Included 2,000,000 4,000,000 X Y Y 57SBAUZ2244 2/2/2024 2/2/2025
4,000,000
A 2,000,000 X XY Y 57SBAUZ2244 2/2/2024 2/2/2025
C Y 57WECAB10L8 2/1/2024 2/1/2025
X
1,000,000 1,000,000 1,000,000
B
D
Professional Liability
Cyber Liability
MPL505106424
AB661825003
2/5/2024
2/5/2024
2/5/2025
2/5/2025
Per Claim
Aggregate Limit
Per Claim/$2,000,000
$2,000,000
$2,000,000
Agg Lmt/$2,000,000
Insured owns no company vehicles; therefore, hired/non-owned auto is the maximum coverage that applies. Professional services includes Management consulting and strategic planning services, and workplace investigations. An Insured extends to a natural person performing services or duties within the scope of their written agreement with an Insured Entity and for whom the Insured Entity is legally liable, but only while acting within the scope of such person’s duties performed on behalf of the Insured Entity.

RE: All Operations of the Named Insured The City of Modesto, its officers, officials, employees, agents and volunteers are named as Additional Insureds as respects General and Auto Liability as required per written contract. General Liability is Primary/Non-Contributory per policy form wording. 30 Day Notice of Cancellation
City of Modesto
1010 10th Street
Modesto CA 95354
#8..
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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Form SS 04 38 09 09 Page 1 of 3
© 2009, The Hartford
(Includes copyrighted material of ISO Properties, Inc., with its permission)

HIRED AUTO AND NON-OWNED AUTO
This endorsement modifies insurance provided under the following:

BUSINESS LIABILITY COVERAGE FORM
This coverage is subject to all provisions in the
BUSINESS LIABILITY COVERAGE FORM not
expressly modified herein:

A. Amended Coverage:

Coverage is extended to "bodily injury" and
"property damage" arising out of the use of a "hired
auto" and "non-owned auto".

B. Paragraph B. EXCLUSIONS is amended as
follows:

1. Exclusion g. Aircraft, Auto or Watercraft does
not apply to a "hired auto" or a "non-owned
auto".

2. Exclusion e. Employers Liability does not
apply to "bodily injury" to domestic "employees"
not entitled to workers’ compensation benefits
or to liability assumed by the "insured" under an
"insured contract".

3. Exclusion f. Pollution is replaced by the
following:
"Bodily injury" or "property damage" arising out
of the actual, alleged or threatened discharge,
dispersal, seepage, migration, release or
escape of "pollutants":
a. That are, or that are contained in any
property that is:
(1) Being transported or towed by, handled,
or handled for movement into, onto or
from, the covered "auto";
(2) Otherwise in the course of transit by or
on behalf of the "insured"; or
(3) Being stored, disposed of, treated or
processed in or upon the covered
"auto".
b. Before the "pollutants" or any property in
which the "pollutants" are contained are
moved from the place where they are
accepted by the "insured" for movement into
or onto the covered "auto"; or
c. After the "pollutants" or any property in
which the "pollutants" are contained are
moved from the covered "auto" to the place
where they are finally delivered, disposed of
or abandoned by the "insured".

Paragraph a. above does not apply to fuels,
lubricants, fluids, exhaust gases or other
similar "pollutants" that are needed for or
result from the normal electrical, hydraulic
or mechanical functioning of the covered
"auto" or its parts, if:
(1) The "pollutants" escape, seep, migrate,
or are discharged or released directly
from an "auto" part designed by its
manufacturer to hold, store, receive, or
dispose of such "pollutants"; and
(2) The "bodily injury" and "property
damage" does not arise out of the
operation of any equipment listed in
paragraphs 15.b. and 15.c. of the
definition of "mobile equipment".

Paragraphs b. and c. above do not apply to
"accidents" that occur away from premises
owned by or rented to an "insured" with
respect to "pollutants" not in or upon a
covered "auto" if:
(1) The "pollutants" or any property in
which the "pollutants" are contained are
upset, overturned or damaged as a
result of the maintenance or use of a
covered "auto"; and
Policy #:
57SBAUZ2244
#8..
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Page 2 of 3 ends

Finance CommitteeJune 24, 2024

Finance Committee
June 24, 2024