Finance Committee
June 24, 2024

(2) The discharge, dispersal, seepage,
migration, release or escape of the
"pollutants" is caused directly by such
upset, overturn or damage as a result of
the maintenance or use of a covered
"auto".

4. With respect to this coverage, the following
additional exclusions apply:
a. Fellow employee
Coverage does not apply to "bodily injury" to
any fellow "employee" of the "insured"
arising out of the operation of an "auto"
owned by the "insured" in the course of the
fellow "employee’s" employment.
b. Care, custody or control
Coverage does not apply to "property
damage" involving property owned or
transported by the "insured" or in the
"insured’s" care, custody or control.

C. With respect to "hired auto" and "non-owned auto"
coverage, Paragraph C. WHO IS AN INSURED is
deleted and replaced by the following:

The following are "insureds":
a. You.
b. Your "employee" while using with your
permission:
(1) An "auto" you hire or borrow; or
(2) An "auto" you don’t own, hire or borrow in
your business or personal affairs; or
(3) An "auto" hired or rented by your
"employee" on your behalf and at your
direction.
c. Anyone else while using a "hired auto" or "nonowned auto" with your permission except:
(1) The owner or anyone else from whom you
hire or borrow an "auto".
(2) Someone using an auto while he or she is
working in a business of selling, servicing,
repairing, parking or storing "autos" unless
that business is yours.
(3) Anyone other than your "employees",
partners (if you are a partnership), members
(if you are a limited liability company), or a
lessee or borrower or any of their
"employees", while moving property to or
from an "auto".
(4) A partner (if you are a partnership), or a
member (if you are a limited liability
company) for an "auto" owned by him or her
or a member of his or her household.
d. Anyone liable for the conduct of an "insured"
described above but only to the extent of that
liability.

D. With respect to the operation of a "hired auto" and
"non-owned auto", the following additional
conditions apply:

1. OTHER INSURANCE
a. Except for any liability assumed under an
"insured contract" the insurance provided by
this Coverage Form is excess over any
other collectible insurance.

However, if your business is the selling,
servicing, repairing, parking or storage of
"autos", the insurance provided by this
endorsement is primary when covered
"bodily injury" or "property damage" arises
out of the operation of a customer’s "auto"
by you or your "employee".
b. When this Coverage Form and any other
Coverage Form or policy covers on the
same basis, either excess or primary, we
will pay only our share. Our share is the
proportion that the Limit of Insurance of our
Coverage Form bears to the total of the
limits of all the Coverage Forms and policies
covering on the same basis.

2. TWO OR MORE COVERAGE FORMS OR

POLICIES ISSUED BY US
If the Coverage Form and any other Coverage
Form or policy issued to you by us or any
company affiliated with us apply to the same
"accident", the aggregate maximum Limit of
Insurance under all the Coverage Forms or
policies shall not exceed the highest applicable
Limit of Insurance under any one Coverage
Form or policy. This condition does not apply to
any Coverage Form or policy issued by us or an
affiliated company specifically to apply as
excess insurance over this Coverage Form.

E. The following definitions are added:

G. LIABILITY AND MEDICAL EXPENSES
DEFINITIONS:

1. "Hired auto" means any "auto" you lease,
hire, rent or borrow. This does not include
any auto you lease, hire, rent or borrow
from any of your "employees", your partners
(if you are a partnership), members (if you
are a limited liability company),
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Form SS 04 38 09 09 Page 3 of 3
or your "executive officers" or members of
their households.

This does not include a long-term leased
"auto" that you insure as an owned "auto"
under any other auto liability insurance
policy or a temporary substitute for an
"auto" you own that is out of service
because of its breakdown, repair, servicing
or destruction.

2. "Non-owned auto " means any "auto" you
do not own, lease, hire, rent or borrow
which is used in connection with your
business. This includes:
a. "Autos" owned by your "employees" your
partners (if you are a partnership),
members (if you are a limited liability
company), or your "executive officers",
or members of their households, but
only while used in your business or your
personal affairs.
b. Customer’s "auto" that is in your care,
custody or control for service.
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QUICK REFERENCE

BUSINESS LIABILITY COVERAGE FORM

READ YOUR POLICY CAREFULLY
BUSINESS LIABILITY COVERAGE FORM Beginning on Page
A. COVERAGES 1
Business Liability 1
Medical Expenses 2
Coverage Extension - Supplementary Payments 2
B. EXCLUSIONS 3
C. WHO IS AN INSURED 10
D. LIABILITY AND MEDICAL EXPENSES
LIMITS OF INSURANCE 14
E. LIABILITY AND MEDICAL EXPENSES GENERAL CONDITIONS 15

1. Bankruptcy 15

2. Duties In The Event Of Occurrence, Offense, Claim Or Suit 15

3. Financial Responsibility Laws 16

4. Legal Action Against Us 16

5. Separation Of Insureds 16

6. Representations 16

7. Other Insurance 16

8. Transfer Of Rights Of Recovery Against Others To Us 17 F. OPTIONAL ADDITIONAL INSURED COVERAGES 18
Additional Insureds 18
G. LIABILITY AND MEDICAL EXPENSES DEFINITIONS 20
Form SS 00 08 04 05
57SBAUZ2244
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ABCDEFGHIJ

BUSINESS LIABILITY COVERAGE FORM
Various provisions in this policy restrict coverage. Read the entire policy carefully to determine rights, duties and what is and is not covered.

Throughout this policy the words "you" and "your" refer to the Named Insured shown in the Declarations. The words "we", "us" and "our" refer to the stock insurance company member of The Hartford providing this insurance.

The word "insured" means any person or organization qualifying as such under Section . - Who Is An Insured. C Other words and phrases that appear in quotation marks have special meaning. Refer to Section . - Liability And G Medical Expenses Definitions.

A. COVERAGES (a) The "bodily injury" or "property
damage" is caused by an 1. BUSINESS LIABILITY COVERAGE (BODILY "occurrence" that takes place in the INJURY, PROPERTY DAMAGE, PERSONAL "coverage territory"; AND ADVERTISING INJURY) (b) The "bodily injury" or "property Insuring Agreement damage" occurs during the policy a. We will pay those sums that the insured period; and
becomes legally obligated to pay as (c) Prior to the policy period, no insured damages because of "bodily injury", listed under Paragraph of Section 1. "property damage" or "personal and C. – Who Is An Insured and no advertising injury" to which this insurance "employee" authorized by you to give applies. We will have the right and duty to or receive notice of an "occurrence" defend the insured against any "suit" or claim, knew that the "bodily injury" seeking those damages. However, we will or "property damage" had occurred, have no duty to defend the insured against in whole or in part. If such a listed any "suit" seeking damages for "bodily insured or authorized "employee" injury", "property damage" or "personal and knew, prior to the policy period, that advertising injury" to which this insurance the "bodily injury" or "property does not apply. damage" occurred, then any We may, at our discretion, investigate any continuation, change or resumption "occurrence" or offense and settle any claim of such "bodily injury" or "property or "suit" that may result. But: damage" during or after the policy (1) The amount we will pay for damages is period will be deemed to have been D. known prior to the policy period. limited as described in Section - Liability And Medical Expenses Limits (2) To "personal and advertising injury" Of Insurance; and caused by an offense arising out of your business, but only if the offense was (2) Our right and duty to defend ends when we have used up the applicable limit of committed in the "coverage territory" during the policy period. insurance in the payment of judgments, settlements or medical expenses to which c. "Bodily injury" or "property damage" will be this insurance applies. deemed to have been known to have No other obligation or liability to pay sums or occurred at the earliest time when any insured listed under Paragraph of Section 1. perform acts or services is covered unless explicitly provided for under Coverage C. – Who Is An Insured or any "employee" Extension - Supplementary Payments. authorized by you to give or receive notice of an "occurrence" or claim: b. This insurance applies: (1) Reports all, or any part, of the "bodily (1) To "bodily injury" and "property injury" or "property damage" to us or damage" only if: any other insurer; Form SS 00 08 04 05 Page 1 of 24
© 2005, The Hartford
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BUSINESS LIABILITY COVERAGE FORM
(2) Receives a written or verbal demand or b. We will make these payments regardless of claim for damages because of the "bodily fault. These payments will not exceed the injury" or "property damage"; or applicable limit of insurance. We will pay reasonable expenses for: (3) Becomes aware by any other means that "bodily injury" or "property damage" has (1) First aid administered at the time of an occurred or has begun to occur. accident;
d. Damages because of "bodily injury" include (2) Necessary medical, surgical, x-ray and damages claimed by any person or dental services, including prosthetic organization for care, loss of services or devices; and death resulting at any time from the "bodily (3) Necessary ambulance, hospital, injury". professional nursing and funeral
e. Incidental Medical Malpractice services.
(1) "Bodily injury" arising out of the 3. COVERAGE EXTENSION - rendering of or failure to render SUPPLEMENTARY PAYMENTS professional health care services as a a. We will pay, with respect to any claim or physician, dentist, nurse, emergency "suit" we investigate or settle, or any "suit" medical technician or paramedic shall against an insured we defend: be deemed to be caused by an (1) All expenses we incur. "occurrence", but only if:
(2) Up to $1,000 for the cost of bail bonds (a) The physician, dentist, nurse, required because of accidents or traffic emergency medical technician or law violations arising out of the use of paramedic is employed by you to any vehicle to which Business Liability provide such services; and Coverage for "bodily injury" applies. We (b) You are not engaged in the do not have to furnish these bonds. business or occupation of providing (3) The cost of appeal bonds or bonds to such services. release attachments, but only for bond (2) For the purpose of determining the amounts within the applicable limit of limits of insurance for incidental medical insurance. We do not have to furnish malpractice, any act or omission these bonds. together with all related acts or (4) All reasonable expenses incurred by the omissions in the furnishing of these insured at our request to assist us in the services to any one person will be investigation or defense of the claim or considered one "occurrence". "suit", including actual loss of earnings 2. MEDICAL EXPENSES up to $500 a day because of time off Insuring Agreement from work.
a. We will pay medical expenses as described (5) All costs taxed against the insured in below for "bodily injury" caused by an the "suit".
accident: (6) Prejudgment interest awarded against
(1) On premises you own or rent; the insured on that part of the judgment we pay. If we make an offer to pay the (2) On ways next to premises you own or applicable limit of insurance, we will not rent; or
pay any prejudgment interest based on (3) Because of your operations; that period of time after the offer. provided that: (7) All interest on the full amount of any (1) The accident takes place in the judgment that accrues after entry of the "coverage territory" and during the judgment and before we have paid, policy period; offered to pay, or deposited in court the (2) The expenses are incurred and reported part of the judgment that is within the to us within three years of the date of applicable limit of insurance. the accident; and Any amounts paid under through (1) (7) (3) The injured person submits to above will not reduce the limits of insurance. examination, at our expense, by
physicians of our choice as often as we
reasonably require.

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BUSINESS LIABILITY COVERAGE FORM
b. If we defend an insured against a "suit" So long as the above conditions are met, and an indemnitee of the insured is also attorneys' fees incurred by us in the named as a party to the "suit", we will defense of that indemnitee, necessary defend that indemnitee if all of the litigation expenses incurred by us and following conditions are met: necessary litigation expenses incurred by the indemnitee at our request will be (1) The "suit" against the indemnitee paid as Supplementary Payments. seeks damages for which the insured has assumed the liability of the Notwithstanding the provisions of indemnitee in a contract or agreement Paragraph of Section – 1.b.(b) B. that is an "insured contract"; Exclusions, such payments will not be deemed to be damages for "bodily (2) This insurance applies to such liability injury" and "property damage" and will assumed by the insured; not reduce the Limits of Insurance. (3) The obligation to defend, or the cost of Our obligation to defend an insured's the defense of, that indemnitee, has indemnitee and to pay for attorneys' fees also been assumed by the insured in and necessary litigation expenses as the same "insured contract"; Supplementary Payments ends when: (4) The allegations in the "suit" and the (1) We have used up the applicable limit information we know about the of insurance in the payment of "occurrence" are such that no conflict judgments or settlements; or appears to exist between the interests of the insured and the interest of the (2) The conditions set forth above, or the indemnitee; terms of the agreement described in
Paragraph above, are no longer met. (6) (5) The indemnitee and the insured ask us to conduct and control the defense B. EXCLUSIONS
of that indemnitee against such "suit" 1. Applicable To Business Liability Coverage and agree that we can assign the same counsel to defend the insured This insurance does not apply to:
and the indemnitee; and a. Expected Or Intended Injury
(6) The indemnitee: (1) "Bodily injury" or "property damage" expected or intended from the (a) Agrees in writing to:
standpoint of the insured. This (i) Cooperate with us in the exclusion does not apply to "bodily investigation, settlement or injury" or "property damage" resulting defense of the "suit"; from the use of reasonable force to (ii) Immediately send us copies of protect persons or property; or any demands, notices, (2) "Personal and advertising injury" arising summonses or legal papers out of an offense committed by, at the received in connection with direction of or with the consent or the "suit"; acquiescence of the insured with the (iii) Notify any other insurer whose expectation of inflicting "personal and coverage is available to the advertising injury".
indemnitee; and b. Contractual Liability
(iv) Cooperate with us with (1) "Bodily injury" or "property damage"; or respect to coordinating other applicable insurance available (2) "Personal and advertising injury" to the indemnitee; and for which the insured is obligated to pay damages by reason of the assumption of (b) Provides us with written authorization to: liability in a contract or agreement.

This exclusion does not apply to liability (i) Obtain records and other for damages because of: information related to the
"suit"; and (a) "Bodily injury", "property damage" or
"personal and advertising injury" that (ii) Conduct and control the defense of the indemnitee in the insured would have in the such "suit". absence of the contract or
agreement; or
Form SS 00 08 04 05 Page 3 of 24
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BUSINESS LIABILITY COVERAGE FORM
(b) "Bodily injury" or "property damage" (b) Performing duties related to the assumed in a contract or agreement conduct of the insured’s business, or that is an "insured contract", (2) The spouse, child, parent, brother or provided the "bodily injury" or sister of that "employee" as a "property damage" occurs consequence of above. (1)
subsequent to the execution of the This exclusion applies: contract or agreement. Solely for (1) Whether the insured may be liable as the purpose of liability assumed in an employer or in any other capacity; an "insured contract", reasonable and attorneys' fees and necessary
litigation expenses incurred by or for (2) To any obligation to share damages a party other than an insured are with or repay someone else who must deemed to be damages because of pay damages because of the injury. "bodily injury" or "property damage" This exclusion does not apply to liability provided: assumed by the insured under an "insured (i) Liability to such party for, or for contract".
the cost of, that party’s defense f. Pollution
has also been assumed in the
(1) "Bodily injury", "property damage" or same "insured contract", and "personal and advertising injury" (ii) Such attorneys' fees and arising out of the actual, alleged or litigation expenses are for threatened discharge, dispersal, defense of that party against a seepage, migration, release or escape civil or alternative dispute of "pollutants": resolution proceeding in which (a) At or from any premises, site or damages to which this location which is or was at any insurance applies are alleged. time owned or occupied by, or c. Liquor Liability rented or loaned to any insured. "Bodily injury" or "property damage" for However, this subparagraph does which any insured may be held liable by not apply to:
reason of: (i) "Bodily injury" if sustained within
(1) Causing or contributing to the a building and caused by intoxication of any person; smoke, fumes, vapor or soot (2) The furnishing of alcoholic beverages to produced by or originating from equipment that is used to heat, a person under the legal drinking age or cool or dehumidify the building, under the influence of alcohol; or or equipment that is used to (3) Any statute, ordinance or regulation heat water for personal use, by relating to the sale, gift, distribution or the building's occupants or their use of alcoholic beverages. guests; This exclusion applies only if you are in the (ii) "Bodily injury" or "property business of manufacturing, distributing, damage" for which you may be selling, serving or furnishing alcoholic held liable, if you are a beverages. contractor and the owner or d. Workers' Compensation And Similar lessee of such premises, site or Laws location has been added to your Any obligation of the insured under a policy as an additional insured workers' compensation, disability benefits with respect to your ongoing or unemployment compensation law or operations performed for that any similar law. additional insured at that
e. Employer’s Liability premises, site or location and
such premises, site or location "Bodily injury" to:
is not and never was owned or (1) An "employee" of the insured arising occupied by, or rented or out of and in the course of: loaned to, any insured, other (a) Employment by the insured; or than that additional insured; or

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BUSINESS LIABILITY COVERAGE FORM
(iii) "Bodily injury" or "property released as part of the damage" arising out of heat, operations being performed smoke or fumes from a by such insured, contractor or
"hostile fire"; subcontractor;
(b) At or from any premises, site or (ii) "Bodily injury" or "property location which is or was at any damage" sustained within a time used by or for any insured or building and caused by the others for the handling, storage, release of gases, fumes or disposal, processing or treatment vapors from materials brought of waste; into that building in connection
with operations being performed (c) Which are or were at any time by you or on your behalf by a transported, handled, stored, contractor or subcontractor; or treated, disposed of, or processed as waste by or for: (iii) "Bodily injury" or "property
damage" arising out of heat, (i) Any insured; or smoke or fumes from a (ii) Any person or organization for "hostile fire"; or whom you may be legally (e) At or from any premises, site or responsible; location on which any insured or any (d) At or from any premises, site or contractors or subcontractors location on which any insured or working directly or indirectly on any any contractors or subcontractors insured’s behalf are performing working directly or indirectly on operations if the operations are to any insured's behalf are test for, monitor, clean up, remove, performing operations if the contain, treat, detoxify or neutralize, "pollutants" are brought on or to or in any way respond to, or assess the premises, site or location in the effects of, "pollutants". connection with such operations (2) Any loss, cost or expense arising out by such insured, contractor or of any: subcontractor. However, this subparagraph does not apply to: (a) Request, demand, order or statutory or regulatory requirement that any (i) "Bodily injury" or "property insured or others test for, monitor, damage" arising out of the clean up, remove, contain, treat, escape of fuels, lubricants or detoxify or neutralize, or in any way other operating fluids which are respond to, or assess the effects of, needed to perform the normal "pollutants"; or electrical, hydraulic or mechanical functions (b) Claim or suit by or on behalf of a necessary for the operation of governmental authority for "mobile equipment" or its parts, damages because of testing for, if such fuels, lubricants or other monitoring, cleaning up, removing, operating fluids escape from a containing, treating, detoxifying or vehicle part designed to hold, neutralizing, or in any way store or receive them. This responding to, or assessing the exception does not apply if the effects of, "pollutants". "bodily injury" or "property However, this paragraph does not damage" arises out of the apply to liability for damages because intentional discharge, dispersal of "property damage" that the insured or release of the fuels, would have in the absence of such lubricants or other operating request, demand, order or statutory or fluids, or if such fuels, regulatory requirement, or such claim lubricants or other operating or "suit" by or on behalf of a fluids are brought on or to the governmental authority. premises, site or location with the intent that they be
discharged, dispersed or
Form SS 00 08 04 05 Page 5 of 24
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BUSINESS LIABILITY COVERAGE FORM
g. Aircraft, Auto Or Watercraft (2) The use of "mobile equipment" in, or while in practice or preparation for, a "Bodily injury" or "property damage" arising prearranged racing, speed or out of the ownership, maintenance, use or demolition contest or in any stunting entrustment to others of any aircraft, "auto" activity. or watercraft owned or operated by or rented or loaned to any insured. Use includes i. War
operation and "loading or unloading". "Bodily injury", "property damage" or This exclusion applies even if the claims "personal and advertising injury", however against any insured allege negligence or caused, arising, directly or indirectly, out of:
other wrongdoing in the supervision, hiring, (1) War, including undeclared or civil war; employment, training or monitoring of others (2) Warlike action by a military force, by that insured, if the "occurrence" which including action in hindering or caused the "bodily injury" or "property defending against an actual or damage" involved the ownership, expected attack, by any government, maintenance, use or entrustment to others of sovereign or other authority using any aircraft, "auto" or watercraft that is military personnel or other agents; or owned or operated by or rented or loaned to any insured. (3) Insurrection, rebellion, revolution,
usurped power, or action taken by This exclusion does not apply to: governmental authority in hindering or (1) A watercraft while ashore on premises defending against any of these. you own or rent; j. Professional Services
(2) A watercraft you do not own that is: "Bodily injury", "property damage" or (a) Less than 51 feet long; and "personal and advertising injury" arising (b) Not being used to carry persons out of the rendering of or failure to render any professional service. This includes for a charge;
but is not limited to: (3) Parking an "auto" on, or on the ways next to, premises you own or rent, (1) Legal, accounting or advertising provided the "auto" is not owned by or services;
rented or loaned to you or the insured; (2) Preparing, approving, or failing to (4) Liability assumed under any "insured prepare or approve maps, shop contract" for the ownership, drawings, opinions, reports, surveys, maintenance or use of aircraft or field orders, change orders, designs or watercraft; drawings and specifications;
(5) "Bodily injury" or "property damage" (3) Supervisory, inspection, architectural arising out of the operation of any of or engineering activities; the equipment listed in Paragraph f.(2) (4) Medical, surgical, dental, x-ray or or of the definition of "mobile f.(3) nursing services treatment, advice or equipment"; or instruction;
(6) An aircraft that is not owned by any (5) Any health or therapeutic service insured and is hired, chartered or loaned treatment, advice or instruction; with a paid crew. However, this (6) Any service, treatment, advice or exception does not apply if the insured instruction for the purpose of has any other insurance for such "bodily appearance or skin enhancement, hair injury" or "property damage", whether removal or replacement or personal the other insurance is primary, excess, grooming; contingent or on any other basis. (7) Optical or hearing aid services h. Mobile Equipment including the prescribing, preparation, "Bodily injury" or "property damage" fitting, demonstration or distribution of arising out of: ophthalmic lenses and similar
(1) The transportation of "mobile equipment" products or hearing aid devices; by an "auto" owned or operated by or
rented or loaned to any insured; or

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(8) Optometry or optometric services Paragraphs , and of this (1) (3) (4) including but not limited to examination exclusion do not apply to "property of the eyes and the prescribing, damage" (other than damage by fire) to preparation, fitting,demonstration or premises, including the contents of such distribution of ophthalmic lenses and premises, rented to you for a period of 7 or similar products; fewer consecutive days. A separate Limit of Insurance applies to Damage To (9) Any: Premises Rented To You as described in (a) Body piercing (not including ear Section - Limits Of Insurance. D. piercing); Paragraph of this exclusion does not (2) (b) Tattooing, including but not limited apply if the premises are "your work" and to the insertion of pigments into or were never occupied, rented or held for under the skin; and rental by you. (c) Similar services; Paragraphs and of this exclusion do (3) (4) (10) Services in the practice of pharmacy; not apply to the use of elevators. and Paragraphs , , and of this (3) (4) (5) (6)
(11) Computer consulting, design or exclusion do not apply to liability assumed programming services, including web under a sidetrack agreement. site design. Paragraphs and of this exclusion do (3) (4) Paragraphs and of this exclusion do (4) (5) not apply to "property damage" to not apply to the Incidental Medical borrowed equipment while not being used Malpractice coverage afforded under to perform operations at a job site.

Paragraph in Section - Coverages. 1.e. A. Paragraph of this exclusion does not (6) k. Damage To Property apply to "property damage" included in the "products-completed operations hazard". "Property damage" to:
l. Damage To Your Product (1) Property you own, rent or occupy, including any costs or expenses "Property damage" to "your product" incurred by you, or any other person, arising out of it or any part of it. organization or entity, for repair, m. Damage To Your Work replacement, enhancement, "Property damage" to "your work" arising restoration or maintenance of such out of it or any part of it and included in the property for any reason, including "products-completed operations hazard". prevention of injury to a person or damage to another's property; This exclusion does not apply if the damaged work or the work out of which (2) Premises you sell, give away or the damage arises was performed on your abandon, if the "property damage" arises behalf by a subcontractor. out of any part of those premises; n. Damage To Impaired Property Or (3) Property loaned to you; Property Not Physically Injured (4) Personal property in the care, custody "Property damage" to "impaired property" or control of the insured; or property that has not been physically (5) That particular part of real property on injured, arising out of: which you or any contractors or (1) A defect, deficiency, inadequacy or subcontractors working directly or dangerous condition in "your product" indirectly on your behalf are performing or "your work"; or operations, if the "property damage" arises out of those operations; or (2) A delay or failure by you or anyone acting on your behalf to perform a (6) That particular part of any property contract or agreement in accordance that must be restored, repaired or with its terms. replaced because "your work" was incorrectly performed on it. This exclusion does not apply to the loss of use of other property arising out of
sudden and accidental physical injury to
"your product" or "your work" after it has
been put to its intended use.

Form SS 00 08 04 05 Page 7 of 24
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o. Recall Of Products, Work Or Impaired (c) Title of any literary or artistic work; Property (8) Arising out of an offense committed by
Damages claimed for any loss, cost or an insured whose business is:
expense incurred by you or others for the (a) Advertising, broadcasting, loss of use, withdrawal, recall, inspection, publishing or telecasting; repair, replacement, adjustment, removal (b) Designing or determining content or disposal of: of web sites for others; or (1) "Your product"; (c) An Internet search, access,
(2) "Your work"; or content or service provider.
(3) "Impaired property"; However, this exclusion does not if such product, work or property is apply to Paragraphs , and a. b. c. withdrawn or recalled from the market or under the definition of "personal and from use by any person or organization advertising injury" in Section – G. because of a known or suspected defect, Liability And Medical Expenses deficiency, inadequacy or dangerous Definitions.
condition in it. For the purposes of this exclusion,
p. Personal And Advertising Injury placing an "advertisement" for or linking to others on your web site, by "Personal and advertising injury":
itself, is not considered the business (1) Arising out of oral, written or electronic of advertising, broadcasting, publication of material, if done by or at publishing or telecasting; the direction of the insured with (9) Arising out of an electronic chat room knowledge of its falsity; or bulletin board the insured hosts, (2) Arising out of oral, written or electronic owns, or over which the insured publication of material whose first exercises control; publication took place before the beginning of the policy period; (10) Arising out of the unauthorized use of another's name or product in your e-mail (3) Arising out of a criminal act committed address, domain name or metatags, or by or at the direction of the insured; any other similar tactics to mislead (4) Arising out of any breach of contract, another's potential customers; except an implied contract to use (11) Arising out of the violation of a another’s "advertising idea" in your person's right of privacy created by "advertisement"; any state or federal act. (5) Arising out of the failure of goods, However, this exclusion does not products or services to conform with apply to liability for damages that the any statement of quality or insured would have in the absence of performance made in your such state or federal act; "advertisement"; (12) Arising out of: (6) Arising out of the wrong description of (a) An "advertisement" for others on the price of goods, products or services; your web site; (7) Arising out of any violation of any (b) Placing a link to a web site of intellectual property rights such as others on your web site; copyright, patent, trademark, trade name, trade secret, service mark or (c) Content from a web site of others other designation of origin or displayed within a frame or border authenticity. on your web site. Content includes
However, this exclusion does not information, code, sounds, text, apply to infringement, in your graphics or images; or
"advertisement", of (d) Computer code, software or
programming used to enable: (a) Copyright;
(i) Your web site; or (b) Slogan, unless the slogan is also a trademark, trade name, service (ii) The presentation or functionality mark or other designation of origin of an "advertisement" or other or authenticity; or content on your web site;

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(13) Arising out of a violation of any anti- (a) May be awarded or incurred by trust law; reason of any claim or suit
alleging actual or threatened injury (14) Arising out of the fluctuation in price or or damage of any nature or kind to value of any stocks, bonds or other persons or property which would securities; or not have occurred in whole or in (15) Arising out of discrimination or part but for the "asbestos hazard"; humiliation committed by or at the (b) Arise out of any request, demand, direction of any "executive officer", order or statutory or regulatory director, stockholder, partner or member of the insured. requirement that any insured or
others test for, monitor, clean up, q. Electronic Data remove, encapsulate, contain, Damages arising out of the loss of, loss of treat, detoxify or neutralize or in use of, damage to, corruption of, inability any way respond to or assess the to access, or inability to manipulate effects of an "asbestos hazard"; or "electronic data". (c) Arise out of any claim or suit for r. Employment-Related Practices damages because of testing for, monitoring, cleaning up, removing, "Bodily injury" or "personal and advertising encapsulating, containing, treating, injury" to:
detoxifying or neutralizing or in any (1) A person arising out of any: way responding to or assessing the (a) Refusal to employ that person; effects of an "asbestos hazard". (b) Termination of that person's t. Violation Of Statutes That Govern Eemployment; or Mails, Fax, Phone Calls Or Other (c) Employment-related practices, Methods Of Sending Material Or policies, acts or omissions, such as Information
coercion, demotion, evaluation, "Bodily injury", "property damage", or reassignment, discipline, "personal and advertising injury" arising defamation, harassment, humiliation directly or indirectly out of any action or or discrimination directed at that omission that violates or is alleged to person; or violate:
(2) The spouse, child, parent, brother or (1) The Telephone Consumer Protection sister of that person as a Act (TCPA), including any amendment consequence of "bodily injury" or of or addition to such law; "personal and advertising injury" to the (2) The CAN-SPAM Act of 2003, including person at whom any of the any amendment of or addition to such employment-related practices law; or described in Paragraphs , , or (a) (b) (c) above is directed. (3) Any statute, ordinance or regulation, other than the TCPA or CAN-SPAM Act This exclusion applies: of 2003, that prohibits or limits the (1) Whether the insured may be liable as sending, transmitting, communicating or an employer or in any other capacity; distribution of material or information. and Damage To Premises Rented To You –
(2) To any obligation to share damages Exception For Damage By Fire, Lightning with or repay someone else who must or Explosion
pay damages because of the injury. Exclusions through and through do c. h. k. o. s. Asbestos not apply to damage by fire, lightning or
(1) "Bodily injury", "property damage" or explosion to premises rented to you or "personal and advertising injury" temporarily occupied by you with permission of arising out of the "asbestos hazard". the owner. A separate Limit of Insurance applies to this coverage as described in (2) Any damages, judgments, settlements, Section - Liability And Medical Expenses D. loss, costs or expenses that: Limits Of Insurance.

Form SS 00 08 04 05 Page 9 of 24
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2. Applicable To Medical Expenses Coverage e. A trust, you are an insured. Your trustees We will not pay expenses for "bodily injury": are also insureds, but only with respect to their duties as trustees. a. Any Insured

2. Each of the following is also an insured: To any insured, except "volunteer workers". a. Employees And Volunteer Workers b. Hired Person
Your "volunteer workers" only while To a person hired to do work for or on behalf performing duties related to the conduct of of any insured or a tenant of any insured. your business, or your "employees", other c. Injury On Normally Occupied Premises than either your "executive officers" (if you To a person injured on that part of are an organization other than a premises you own or rent that the person partnership, joint venture or limited liability normally occupies. company) or your managers (if you are a d. Workers' Compensation And Similar limited liability company), but only for acts Laws within the scope of their employment by
you or while performing duties related to To a person, whether or not an the conduct of your business. "employee" of any insured, if benefits for However, none of these "employees" or the "bodily injury" are payable or must be provided under a workers' compensation "volunteer workers" are insureds for:
or disability benefits law or a similar law. (1) "Bodily injury" or "personal and e. Athletics Activities advertising injury":

To a person injured while practicing, (a) To you, to your partners or members (if you are a partnership instructing or participating in any physical exercises or games, sports or athletic or joint venture), to your members contests. (if you are a limited liability
company), or to a co-"employee" f. Products-Completed Operations Hazard while in the course of his or her Included with the "products-completed employment or performing duties operations hazard". related to the conduct of your
g. Business Liability Exclusions business, or to your other "volunteer workers" while Excluded under Business Liability Coverage. performing duties related to the C. WHO IS AN INSURED conduct of your business;

1. If you are designated in the Declarations as: (b) To the spouse, child, parent, a. An individual, you and your spouse are brother or sister of that co- "employee" or that "volunteer insureds, but only with respect to the conduct of a business of which you are the worker" as a consequence of Paragraph above; (1)(a) sole owner.
b. A partnership or joint venture, you are an (c) For which there is any obligation to share damages with or repay insured. Your members, your partners, and someone else who must pay their spouses are also insureds, but only with damages because of the injury respect to the conduct of your business. described in Paragraphs or (1)(a) c. A limited liability company, you are an (b) above; or insured. Your members are also insureds, but only with respect to the conduct of your (d) Arising out of his or her providing business. Your managers are insureds, but or failing to provide professional only with respect to their duties as your health care services. managers. If you are not in the business of
d. An organization other than a partnership, providing professional health care services, Paragraph does not apply (d) joint venture or limited liability company, you are an insured. Your "executive officers" and to any nurse, emergency medical directors are insureds, but only with respect technician or paramedic employed by you to provide such services. to their duties as your officers or directors.

Your stockholders are also insureds, but only (2) "Property damage" to property:
with respect to their liability as stockholders. (a) Owned, occupied or used by,

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(b) Rented to, in the care, custody or b. Coverage under this provision does not control of, or over which physical apply to:
control is being exercised for any (1) "Bodily injury" or "property damage" purpose by you, any of your that occurred; or "employees", "volunteer workers", (2) "Personal and advertising injury" any partner or member (if you are arising out of an offense committed a partnership or joint venture), or any member (if you are a limited before you acquired or formed the liability company). organization.
b. Real Estate Manager 4. Operator Of Mobile Equipment
Any person (other than your "employee" or With respect to "mobile equipment" registered in "volunteer worker"), or any organization your name under any motor vehicle registration while acting as your real estate manager. law, any person is an insured while driving such equipment along a public highway with your c. Temporary Custodians Of Your permission. Any other person or organization Property responsible for the conduct of such person is Any person or organization having proper also an insured, but only with respect to liability temporary custody of your property if you arising out of the operation of the equipment, and die, but only: only if no other insurance of any kind is available (1) With respect to liability arising out of the to that person or organization for this liability. maintenance or use of that property; and However, no person or organization is an insured with respect to: (2) Until your legal representative has been appointed. a. "Bodily injury" to a co-"employee" of the d. Legal Representative If You Die person driving the equipment; or Your legal representative if you die, but b. "Property damage" to property owned by, rented to, in the charge of or occupied by only with respect to duties as such. That you or the employer of any person who is representative will have all your rights and an insured under this provision. duties under this insurance.

5. Operator of Nonowned Watercraft e. Unnamed Subsidiary Any subsidiary and subsidiary thereof, of With respect to watercraft you do not own that is less than 51 feet long and is not being used yours which is a legally incorporated entity to carry persons for a charge, any person is an of which you own a financial interest of more than 50% of the voting stock on the insured while operating such watercraft with your permission. Any other person or effective date of this Coverage Part. organization responsible for the conduct of The insurance afforded herein for any such person is also an insured, but only with subsidiary not shown in the Declarations respect to liability arising out of the operation as a named insured does not apply to of the watercraft, and only if no other injury or damage with respect to which an insurance of any kind is available to that insured under this insurance is also an person or organization for this liability. insured under another policy or would be However, no person or organization is an an insured under such policy but for its insured with respect to: termination or upon the exhaustion of its limits of insurance. a. "Bodily injury" to a co-"employee" of the person operating the watercraft; or 3. Newly Acquired Or Formed Organization Any organization you newly acquire or form, b. "Property damage" to property owned by, rented to, in the charge of or occupied by other than a partnership, joint venture or you or the employer of any person who is limited liability company, and over which you maintain financial interest of more than 50% of an insured under this provision. the voting stock, will qualify as a Named 6. Additional Insureds When Required By Insured if there is no other similar insurance Written Contract, Written Agreement Or available to that organization. However: Permit
a. Coverage under this provision is afforded The person(s) or organization(s) identified in only until the 180th day after you acquire Paragraphs through below are additional a. f. or form the organization or the end of the insureds when you have agreed, in a written policy period, whichever is earlier; and
Form SS 00 08 04 05 Page 11 of 24
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contract, written agreement or because of a (e) Any failure to make such permit issued by a state or political inspections, adjustments, tests or subdivision, that such person or organization servicing as the vendor has be added as an additional insured on your agreed to make or normally policy, provided the injury or damage occurs undertakes to make in the usual subsequent to the execution of the contract or course of business, in connection agreement, or the issuance of the permit. with the distribution or sale of the products; A person or organization is an additional (f) Demonstration, installation, insured under this provision only for that servicing or repair operations, period of time required by the contract, except such operations performed agreement or permit. at the vendor's premises in However, no such person or organization is an connection with the sale of the additional insured under this provision if such product; person or organization is included as an (g) Products which, after distribution additional insured by an endorsement issued or sale by you, have been labeled by us and made a part of this Coverage Part, or relabeled or used as a including all persons or organizations added container, part or ingredient of any as additional insureds under the specific other thing or substance by or for additional insured coverage grants in Section the vendor; or F. – Optional Additional Insured Coverages. (h) "Bodily injury" or "property a. Vendors
damage" arising out of the sole Any person(s) or organization(s) (referred to negligence of the vendor for its below as vendor), but only with respect to own acts or omissions or those of "bodily injury" or "property damage" arising its employees or anyone else out of "your products" which are distributed acting on its behalf. However, this or sold in the regular course of the vendor's exclusion does not apply to: business and only if this Coverage Part (i) The exceptions contained in provides coverage for "bodily injury" or Subparagraphs or ; or (d) (f) "property damage" included within the "products-completed operations hazard". (ii) Such inspections, adjustments, tests or servicing as the vendor (1) The insurance afforded to the vendor has agreed to make or normally is subject to the following additional undertakes to make in the usual exclusions:
course of business, in This insurance does not apply to: connection with the distribution (a) "Bodily injury" or "property or sale of the products. damage" for which the vendor is (2) This insurance does not apply to any obligated to pay damages by insured person or organization from reason of the assumption of whom you have acquired such products, liability in a contract or agreement. or any ingredient, part or container, This exclusion does not apply to entering into, accompanying or liability for damages that the containing such products. vendor would have in the absence b. Lessors Of Equipment of the contract or agreement;
(1) Any person or organization from (b) Any express warranty whom you lease equipment; but only unauthorized by you; with respect to their liability for "bodily (c) Any physical or chemical change injury", "property damage" or in the product made intentionally "personal and advertising injury" by the vendor; caused, in whole or in part, by your (d) Repackaging, except when maintenance, operation or use of unpacked solely for the purpose of equipment leased to you by such inspection, demonstration, testing, person or organization. or the substitution of parts under
instructions from the manufacturer,
and then repackaged in the
original container;

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(2) With respect to the insurance afforded e. Permits Issued By State Or Political to these additional insureds, this Subdivisions
insurance does not apply to any (1) Any state or political subdivision, but "occurrence" which takes place after only with respect to operations you cease to lease that equipment. performed by you or on your behalf for c. Lessors Of Land Or Premises which the state or political subdivision has issued a permit. (1) Any person or organization from whom you lease land or premises, but (2) With respect to the insurance afforded only with respect to liability arising out to these additional insureds, this of the ownership, maintenance or use insurance does not apply to:
of that part of the land or premises (a) "Bodily injury", "property damage" leased to you. or "personal and advertising
(2) With respect to the insurance afforded injury" arising out of operations to these additional insureds, this performed for the state or insurance does not apply to: municipality; or
(a) Any "occurrence" which takes (b) "Bodily injury" or "property damage" place after you cease to lease that included within the "productsland or be a tenant in that completed operations hazard". premises; or f. Any Other Party
(b) Structural alterations, new (1) Any other person or organization who construction or demolition is not an insured under Paragraphs a. operations performed by or on through . above, but only with e behalf of such person or respect to liability for "bodily injury", organization. "property damage" or "personal and d. Architects, Engineers Or Surveyors advertising injury" caused, in whole or in part, by your acts or omissions or (1) Any architect, engineer, or surveyor, but the acts or omissions of those acting only with respect to liability for "bodily on your behalf: injury", "property damage" or "personal and advertising injury" caused, in whole (a) In the performance of your or in part, by your acts or omissions or ongoing operations; the acts or omissions of those acting on (b) In connection with your premises your behalf: owned by or rented to you; or (a) In connection with your premises; (c) In connection with "your work" and or included within the "products-
(b) In the performance of your completed operations hazard", but ongoing operations performed by only if
you or on your behalf. (i) The written contract or written (2) With respect to the insurance afforded agreement requires you to to these additional insureds, the provide such coverage to following additional exclusion applies: such additional insured; and This insurance does not apply to (ii) This Coverage Part provides "bodily injury", "property damage" or coverage for "bodily injury" or "personal and advertising injury" "property damage" included arising out of the rendering of or the within the "productsfailure to render any professional completed operations hazard". services by or for you, including: (2) With respect to the insurance afforded (a) The preparing, approving, or to these additional insureds, this failure to prepare or approve, insurance does not apply to:
maps, shop drawings, opinions, "Bodily injury", "property damage" or reports, surveys, field orders, "personal and advertising injury" change orders, designs or arising out of the rendering of, or the drawings and specifications; or failure to render, any professional (b) Supervisory, inspection, architectural, engineering or surveying architectural or engineering services, including:
activities.

Form SS 00 08 04 05 Page 13 of 24
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(a) The preparing, approving, or This General Aggregate limit does not failure to prepare or approve, apply to "property damage" to premises maps, shop drawings, opinions, while rented to you or temporarily reports, surveys, field orders, occupied by you with permission of the change orders, designs or owner, arising out of fire, lightning or drawings and specifications; or explosion.
(b) Supervisory, inspection, 3. Each Occurrence Limit
architectural or engineering Subject to or above, whichever 2.a. 2.b activities. applies, the most we will pay for the sum of all The limits of insurance that apply to additional damages because of all "bodily injury", insureds are described in Section – Limits D. "property damage" and medical expenses Of Insurance. arising out of any one "occurrence" is the How this insurance applies when other Liability and Medical Expenses Limit shown in the Declarations. insurance is available to an additional insured is described in the Other Insurance Condition The most we will pay for all medical expenses in Section – Liability And Medical Expenses E. because of "bodily injury" sustained by any General Conditions. one person is the Medical Expenses Limit No person or organization is an insured with shown in the Declarations. respect to the conduct of any current or past 4. Personal And Advertising Injury Limit partnership, joint venture or limited liability Subject to above, the most we will pay for 2.b. company that is not shown as a Named Insured in the sum of all damages because of all the Declarations. "personal and advertising injury" sustained by D. LIABILITY AND MEDICAL EXPENSES any one person or organization is the Personal and Advertising Injury Limit shown in the LIMITS OF INSURANCE Declarations.

1. The Most We Will Pay

5. Damage To Premises Rented To You Limit The Limits of Insurance shown in the The Damage To Premises Rented To You Declarations and the rules below fix the most Limit is the most we will pay under Business we will pay regardless of the number of: Liability Coverage for damages because of a. Insureds; "property damage" to any one premises, while b. Claims made or "suits" brought; or rented to you, or in the case of damage by fire, c. Persons or organizations making claims or lightning or explosion, while rented to you or bringing "suits". temporarily occupied by you with permission of the owner. 2. Aggregate Limits
In the case of damage by fire, lightning or The most we will pay for: explosion, the Damage to Premises Rented To a. Damages because of "bodily injury" and You Limit applies to all damage proximately "property damage" included in the caused by the same event, whether such "products-completed operations hazard" is damage results from fire, lightning or explosion the Products-Completed Operations or any combination of these. Aggregate Limit shown in the 6. How Limits Apply To Additional Insureds Declarations.

The most we will pay on behalf of a person or b. Damages because of all other "bodily organization who is an additional insured injury", "property damage" or "personal under this Coverage Part is the lesser of: and advertising injury", including medical expenses, is the General Aggregate Limit a. The limits of insurance specified in a shown in the Declarations. written contract, written agreement or permit issued by a state or political This General Aggregate Limit applies subdivision; or separately to each of your "locations" owned by or rented to you. b. The Limits of Insurance shown in the Declarations. "Location" means premises involving the
same or connecting lots, or premises Such amount shall be a part of and not in whose connection is interrupted only by a addition to the Limits of Insurance shown in street, roadway or right-of-way of a the Declarations and described in this Section. railroad.

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If more than one limit of insurance under this (1) Immediately send us copies of any policy and any endorsements attached thereto demands, notices, summonses or applies to any claim or "suit", the most we will pay legal papers received in connection under this policy and the endorsements is the with the claim or "suit"; single highest limit of liability of all coverages (2) Authorize us to obtain records and applicable to such claim or "suit". However, this other information; paragraph does not apply to the Medical Expenses (3) Cooperate with us in the investigation, limit set forth in Paragraph above. 3. settlement of the claim or defense The Limits of Insurance of this Coverage Part apply against the "suit"; and separately to each consecutive annual period and to (4) Assist us, upon our request, in the any remaining period of less than 12 months, starting enforcement of any right against any with the beginning of the policy period shown in the person or organization that may be Declarations, unless the policy period is extended liable to the insured because of injury after issuance for an additional period of less than 12 or damage to which this insurance months. In that case, the additional period will be may also apply. deemed part of the last preceding period for purposes d. Obligations At The Insured's Own Cost of determining the Limits of Insurance.

No insured will, except at that insured's own E. LIABILITY AND MEDICAL EXPENSES cost, voluntarily make a payment, assume GENERAL CONDITIONS any obligation, or incur any expense, other

1. Bankruptcy than for first aid, without our consent.

Bankruptcy or insolvency of the insured or of e. Additional Insured's Other Insurance the insured's estate will not relieve us of our If we cover a claim or "suit" under this obligations under this Coverage Part. Coverage Part that may also be covered

2. Duties In The Event Of Occurrence, by other insurance available to an Offense, Claim Or Suit additional insured, such additional insured must submit such claim or "suit" to the a. Notice Of Occurrence Or Offense other insurer for defense and indemnity. You or any additional insured must see to However, this provision does not apply to it that we are notified as soon as the extent that you have agreed in a practicable of an "occurrence" or an written contract, written agreement or offense which may result in a claim. To permit that this insurance is primary and the extent possible, notice should include: non-contributory with the additional (1) How, when and where the "occurrence" insured's own insurance. or offense took place; f. Knowledge Of An Occurrence, Offense, (2) The names and addresses of any Claim Or Suit injured persons and witnesses; and Paragraphs and apply to you or to a. b. (3) The nature and location of any injury any additional insured only when such or damage arising out of the "occurrence", offense, claim or "suit" is "occurrence" or offense. known to:
b. Notice Of Claim (1) You or any additional insured that is If a claim is made or "suit" is brought an individual;
against any insured, you or any additional (2) Any partner, if you or an additional insured must: insured is a partnership;
(1) Immediately record the specifics of the (3) Any manager, if you or an additional claim or "suit" and the date received; insured is a limited liability company; and (4) Any "executive officer" or insurance (2) Notify us as soon as practicable. manager, if you or an additional You or any additional insured must see to insured is a corporation; it that we receive a written notice of the (5) Any trustee, if you or an additional claim or "suit" as soon as practicable. insured is a trust; or c. Assistance And Cooperation Of The (6) Any elected or appointed official, if you Insured or an additional insured is a political
You and any other involved insured must: subdivision or public entity.

Form SS 00 08 04 05 Page 15 of 24
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This Paragraph applies separately to f. (3) We have issued this policy in reliance you and any additional insured. upon your representations.

3. Financial Responsibility Laws b. Unintentional Failure To Disclose Hazards a. When this policy is certified as proof of
financial responsibility for the future under If unintentionally you should fail to disclose the provisions of any motor vehicle all hazards relating to the conduct of your financial responsibility law, the insurance business at the inception date of this provided by the policy for "bodily injury" Coverage Part, we shall not deny any liability and "property damage" liability will coverage under this Coverage Part comply with the provisions of the law to because of such failure. the extent of the coverage and limits of 7. Other Insurance insurance required by that law.

If other valid and collectible insurance is b. With respect to "mobile equipment" to available for a loss we cover under this which this insurance applies, we will Coverage Part, our obligations are limited as provide any liability, uninsured motorists, follows: underinsured motorists, no-fault or other a. Primary Insurance coverage required by any motor vehicle law. We will provide the required limits for This insurance is primary except when b. those coverages. below applies. If other insurance is also primary, we will share with all that other 4. Legal Action Against Us insurance by the method described in c. No person or organization has a right under below. this Coverage Form:
b. Excess Insurance
a. To join us as a party or otherwise bring us
This insurance is excess over any of the into a "suit" asking for damages from an other insurance, whether primary, excess, insured; or
contingent or on any other basis: b. To sue us on this Coverage Form unless all of its terms have been fully complied (1) Your Work with. That is Fire, Extended Coverage,
A person or organization may sue us to recover Builder's Risk, Installation Risk or on an agreed settlement or on a final judgment similar coverage for "your work"; against an insured; but we will not be liable for (2) Premises Rented To You damages that are not payable under the terms of That is fire, lightning or explosion this insurance or that are in excess of the insurance for premises rented to you applicable limit of insurance. An agreed or temporarily occupied by you with settlement means a settlement and release of permission of the owner; liability signed by us, the insured and the claimant or the claimant's legal representative. (3) Tenant Liability

5. Separation Of Insureds That is insurance purchased by you to cover your liability as a tenant for Except with respect to the Limits of Insurance, "property damage" to premises rented and any rights or duties specifically assigned to you or temporarily occupied by you in this policy to the first Named Insured, this with permission of the owner; insurance applies:
(4) Aircraft, Auto Or Watercraft a. As if each Named Insured were the only Named Insured; and If the loss arises out of the maintenance or use of aircraft, "autos" or watercraft to b. Separately to each insured against whom the extent not subject to Exclusion of g. a claim is made or "suit" is brought. Section – Coverages. A.

6. Representations (5) Property Damage To Borrowed a. When You Accept This Policy Equipment Or Use Of Elevators By accepting this policy, you agree: If the loss arises out of "property (1) The statements in the Declarations damage" to borrowed equipment or are accurate and complete; the use of elevators to the extent not subject to Exclusion of Section – k. A. (2) Those statements are based upon Coverages. representations you made to us; and

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(6) When You Are Added As An When this insurance is excess over other Additional Insured To Other insurance, we will pay only our share of Insurance the amount of the loss, if any, that
exceeds the sum of: That is other insurance available to you covering liability for damages (1) The total amount that all such other arising out of the premises or insurance would pay for the loss in the operations, or products and completed absence of this insurance; and operations, for which you have been (2) The total of all deductible and selfadded as an additional insured by that insured amounts under all that other insurance; or insurance.
(7) When You Add Others As An We will share the remaining loss, if any, with Additional Insured To This any other insurance that is not described in Insurance this Excess Insurance provision and was not
That is other insurance available to an bought specifically to apply in excess of the additional insured. Limits of Insurance shown in the
However, the following provisions Declarations of this Coverage Part. apply to other insurance available to c. Method Of Sharing any person or organization who is an If all the other insurance permits additional insured under this Coverage contribution by equal shares, we will follow Part: this method also. Under this approach, (a) Primary Insurance When each insurer contributes equal amounts Required By Contract until it has paid its applicable limit of insurance or none of the loss remains, This insurance is primary if you whichever comes first. have agreed in a written contract, written agreement or permit that If any of the other insurance does not permit this insurance be primary. If other contribution by equal shares, we will insurance is also primary, we will contribute by limits. Under this method, each share with all that other insurance insurer’s share is based on the ratio of its by the method described in c. applicable limit of insurance to the total below. applicable limits of insurance of all insurers.
(b) Primary And Non-Contributory 8. Transfer Of Rights Of Recovery Against To Other Insurance When Others To Us
Required By Contract a. Transfer Of Rights Of Recovery
If you have agreed in a written If the insured has rights to recover all or contract, written agreement or part of any payment, including permit that this insurance is Supplementary Payments, we have made primary and non-contributory with under this Coverage Part, those rights are the additional insured's own transferred to us. The insured must do insurance, this insurance is nothing after loss to impair them. At our primary and we will not seek request, the insured will bring "suit" or contribution from that other transfer those rights to us and help us insurance. enforce them. This condition does not
Paragraphs and do not apply to (a) (b) apply to Medical Expenses Coverage. other insurance to which the additional b. Waiver Of Rights Of Recovery (Waiver insured has been added as an Of Subrogation) additional insured. If the insured has waived any rights of When this insurance is excess, we will recovery against any person or have no duty under this Coverage Part to organization for all or part of any payment, defend the insured against any "suit" if any including Supplementary Payments, we other insurer has a duty to defend the have made under this Coverage Part, we insured against that "suit". If no other also waive that right, provided the insured insurer defends, we will undertake to do waived their rights of recovery against so, but we will be entitled to the insured's such person or organization in a contract, rights against all those other insurers. agreement or permit that was executed prior to the injury or damage.

Form SS 00 08 04 05 Page 17 of 24
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F. OPTIONAL ADDITIONAL INSURED 3. Additional Insured - Grantor Of Franchise COVERAGES WHO IS AN INSURED under Section is C.
amended to include as an additional insured If listed or shown as applicable in the Declarations, the person(s) or organization(s) shown in the one or more of the following Optional Additional Declarations as an Additional Insured - Insured Coverages also apply. When any of these Grantor Of Franchise, but only with respect to Optional Additional Insured Coverages apply, their liability as grantor of franchise to you. Paragraph (Additional Insureds When Required 6. by Written Contract, Written Agreement or Permit) 4. Additional Insured - Lessor Of Leased of Section , Who Is An Insured, does not apply C. Equipment to the person or organization shown in the a. WHO IS AN INSURED under Section is C.

Declarations. These coverages are subject to the amended to include as an additional terms and conditions applicable to Business insured the person(s) or organization(s) Liability Coverage in this policy, except as shown in the Declarations as an Additional provided below: Insured – Lessor of Leased Equipment,

1. Additional Insured - Designated Person Or but only with respect to liability for "bodily Organization injury", "property damage" or "personal
and advertising injury" caused, in whole or WHO IS AN INSURED under Section is C. in part, by your maintenance, operation or amended to include as an additional insured use of equipment leased to you by such the person(s) or organization(s) shown in the person(s) or organization(s). Declarations, but only with respect to liability for "bodily injury", "property damage" or b. With respect to the insurance afforded to "personal and advertising injury" caused, in these additional insureds, this insurance whole or in part, by your acts or omissions or does not apply to any "occurrence" which the acts or omissions of those acting on your takes place after you cease to lease that behalf: equipment.
a. 5. Additional Insured - Owners Or Other In the performance of your ongoing operations; or Interests From Whom Land Has Been
Leased b. In connection with your premises owned
by or rented to you. a. WHO IS AN INSURED under Section is C. amended to include as an additional 2. Additional Insured - Managers Or Lessors insured the person(s) or organization(s) Of Premises
shown in the Declarations as an Additional
a. WHO IS AN INSURED under Section is C. Insured – Owners Or Other Interests From amended to include as an additional insured Whom Land Has Been Leased, but only the person(s) or organization(s) shown in the with respect to liability arising out of the Declarations as an Additional Insured - ownership, maintenance or use of that part Designated Person Or Organization; but only of the land leased to you and shown in the with respect to liability arising out of the Declarations. ownership, maintenance or use of that part of b. With respect to the insurance afforded to the premises leased to you and shown in the these additional insureds, the following Declarations. additional exclusions apply: b. With respect to the insurance afforded to This insurance does not apply to: these additional insureds, the following additional exclusions apply: (1) Any "occurrence" that takes place after you cease to lease that land; or This insurance does not apply to:
(2) Structural alterations, new (1) Any "occurrence" which takes place construction or demolition operations after you cease to be a tenant in that performed by or on behalf of such premises; or person or organization. (2) Structural alterations, new 6. Additional Insured - State Or Political construction or demolition operations Subdivision – Permits performed by or on behalf of such person or organization. a. WHO IS AN INSURED under Section is C. amended to include as an additional
insured the state or political subdivision
shown in the Declarations as an Additional

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BUSINESS LIABILITY COVERAGE FORM
Insured – State Or Political Subdivision - (e) Any failure to make such Permits, but only with respect to inspections, adjustments, tests or operations performed by you or on your servicing as the vendor has agreed behalf for which the state or political to make or normally undertakes to subdivision has issued a permit. make in the usual course of business, in connection with the b. With respect to the insurance afforded to distribution or sale of the products; these additional insureds, the following additional exclusions apply: (f) Demonstration, installation, servicing or repair operations, This insurance does not apply to: except such operations performed (1) "Bodily injury", "property damage" or at the vendor's premises in "personal and advertising injury" connection with the sale of the arising out of operations performed for product;
the state or municipality; or
(g) Products which, after distribution (2) "Bodily injury" or "property damage" or sale by you, have been labeled included in the "product-completed or relabeled or used as a operations" hazard. container, part or ingredient of any

7. Additional Insured – Vendors other thing or substance by or for a. WHO IS AN INSURED under Section is C. the vendor; or amended to include as an additional (h) "Bodily injury" or "property insured the person(s) or organization(s) damage" arising out of the sole (referred to below as vendor) shown in the negligence of the vendor for its Declarations as an Additional Insured - own acts or omissions or those of Vendor, but only with respect to "bodily its employees or anyone else injury" or "property damage" arising out of acting on its behalf. However, this "your products" which are distributed or exclusion does not apply to:
sold in the regular course of the vendor's (i) The exceptions contained in business and only if this Coverage Part Subparagraphs or ; or (d) (f) provides coverage for "bodily injury" or (ii) Such inspections, "property damage" included within the adjustments, tests or servicing "products-completed operations hazard". as the vendor has agreed to b. The insurance afforded to the vendor is make or normally undertakes subject to the following additional exclusions: to make in the usual course of (1) This insurance does not apply to: business, in connection with the distribution or sale of the (a) "Bodily injury" or "property products. damage" for which the vendor is obligated to pay damages by (2) This insurance does not apply to any reason of the assumption of insured person or organization from liability in a contract or agreement. whom you have acquired such This exclusion does not apply to products, or any ingredient, part or liability for damages that the container, entering into, vendor would have in the absence accompanying or containing such of the contract or agreement; products.
(b) Any express warranty 8. Additional Insured – Controlling Interest unauthorized by you; WHO IS AN INSURED under Section is C. (c) Any physical or chemical change amended to include as an additional insured in the product made intentionally the person(s) or organization(s) shown in the by the vendor; Declarations as an Additional Insured –
Controlling Interest, but only with respect to (d) Repackaging, unless unpacked their liability arising out of: solely for the purpose of inspection, demonstration, testing, or the a. Their financial control of you; or substitution of parts under b. Premises they own, maintain or control instructions from the manufacturer, while you lease or occupy these premises. and then repackaged in the original container;
Form SS 00 08 04 05 Page 19 of 24
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BUSINESS LIABILITY COVERAGE FORM
This insurance does not apply to structural The limits of insurance that apply to additional alterations, new construction and demolition insureds are described in Section – Limits Of D. operations performed by or for that person or Insurance. organization. How this insurance applies when other insurance

9. Additional Insured – Owners, Lessees Or is available to an additional insured is described in Contractors – Scheduled Person Or the Other Insurance Condition in Section – E.

Organization Liability And Medical Expenses General
a. WHO IS AN INSURED under Section is C. Conditions.
amended to include as an additional G. LIABILITY AND MEDICAL EXPENSES insured the person(s) or organization(s) DEFINITIONS shown in the Declarations as an Additional

1. "Advertisement" means the widespread public Insured – Owner, Lessees Or Contractors, but only with respect to liability for "bodily dissemination of information or images that has the purpose of inducing the sale of goods, injury", "property damage" or "personal and advertising injury" caused, in whole or products or services through:
in part, by your acts or omissions or the a. (1) Radio; acts or omissions of those acting on your (2) Television; behalf: (3) Billboard; (1) In the performance of your ongoing (4) Magazine; operations for the additional (5) Newspaper; insured(s); or b. The Internet, but only that part of a web (2) In connection with "your work" site that is about goods, products or performed for that additional insured services for the purposes of inducing the and included within the "products- sale of goods, products or services; or completed operations hazard", but only if this Coverage Part provides c. Any other publication that is given coverage for "bodily injury" or widespread public distribution. "property damage" included within the However, "advertisement" does not include:
"products-completed operations a. The design, printed material, information hazard". or images contained in, on or upon the b. With respect to the insurance afforded to packaging or labeling of any goods or these additional insureds, this insurance products; or does not apply to "bodily injury", "property b. An interactive conversation between or damage" or "personal an advertising among persons through a computer network. injury" arising out of the rendering of, or

2. "Advertising idea" means any idea for an the failure to render, any professional architectural, engineering or surveying "advertisement". services, including: 3. "Asbestos hazard" means an exposure or (1) The preparing, approving, or failure to threat of exposure to the actual or alleged prepare or approve, maps, shop properties of asbestos and includes the mere drawings, opinions, reports, surveys, presence of asbestos in any form. field orders, change orders, designs or 4. "Auto" means a land motor vehicle, trailer or drawings and specifications; or semi-trailer designed for travel on public (2) Supervisory, inspection, architectural roads, including any attached machinery or or engineering activities. equipment. But "auto" does not include "mobile equipment". 10. Additional Insured – Co-Owner Of Insured Premises 5. "Bodily injury" means physical:

WHO IS AN INSURED under Section is C. a. Injury;
amended to include as an additional insured b. Sickness; or the person(s) or Organization(s) shown in the c. Disease Declarations as an Additional Insured – CoOwner Of Insured Premises, but only with sustained by a person and, if arising out of the above, mental anguish or death at any time. respect to their liability as co-owner of the premises shown in the Declarations. 6. "Coverage territory" means:

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BUSINESS LIABILITY COVERAGE FORM
a. The United States of America (including its b. You have failed to fulfill the terms of a territories and possessions), Puerto Rico contract or agreement; and Canada; if such property can be restored to use by:
b. International waters or airspace, but only if a. The repair, replacement, adjustment or the injury or damage occurs in the course removal of "your product" or "your work"; of travel or transportation between any or places included in above; a. b. Your fulfilling the terms of the contract or c. All other parts of the world if the injury or agreement. damage arises out of: 12. "Insured contract" means:
(1) Goods or products made or sold by you
a. A contract for a lease of premises. in the territory described in above; a.

However, that portion of the contract for a (2) The activities of a person whose home lease of premises that indemnifies any is in the territory described in . a person or organization for damage by fire, above, but is away for a short time on lightning or explosion to premises while your business; or rented to you or temporarily occupied by (3) "Personal and advertising injury" you with permission of the owner is offenses that take place through the subject to the Damage To Premises Internet or similar electronic means of Rented To You limit described in Section communication D. – Liability and Medical Expenses Limits of Insurance. provided the insured's responsibility to pay damages is determined in the United States of b. A sidetrack agreement; America (including its territories and c. Any easement or license agreement, possessions), Puerto Rico or Canada, in a including an easement or license "suit" on the merits according to the agreement in connection with construction substantive law in such territory, or in a or demolition operations on or within 50 settlement we agree to. feet of a railroad;

7. "Electronic data" means information, facts or d. Any obligation, as required by ordinance, programs: to indemnify a municipality, except in
a. Stored as or on; connection with work for a municipality; b. Created or used on; or e. An elevator maintenance agreement; or c. Transmitted to or from f. That part of any other contract or computer software, including systems and agreement pertaining to your business applications software, hard or floppy disks, (including an indemnification of a CD-ROMS, tapes, drives, cells, data municipality in connection with work processing devices or any other media which performed for a municipality) under which are used with electronically controlled you assume the tort liability of another equipment. party to pay for "bodily injury" or "property damage" to a third person or organization, 8. "Employee" includes a "leased worker". provided the "bodily injury" or "property "Employee" does not include a "temporary damage" is caused, in whole or in part, by worker". you or by those acting on your behalf. 9. "Executive officer" means a person holding Tort liability means a liability that would be any of the officer positions created by your imposed by law in the absence of any charter, constitution, by-laws or any other contract or agreement. similar governing document. Paragraph includes that part of any f.

10. "Hostile fire" means one which becomes contract or agreement that indemnifies a uncontrollable or breaks out from where it was railroad for "bodily injury" or "property intended to be. damage" arising out of construction or

11. "Impaired property" means tangible property, demolition operations within 50 feet of any other than "your product" or "your work", that railroad property and affecting any railroad cannot be used or is less useful because: bridge or trestle, tracks, road-beds, tunnel, underpass or crossing. a. It incorporates "your product" or "your work" that is known or thought to be defective, However, Paragraph does not include f. deficient, inadequate or dangerous; or that part of any contract or agreement:

Form SS 00 08 04 05 Page 21 of 24
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BUSINESS LIABILITY COVERAGE FORM
(1) That indemnifies an architect, (1) Power cranes, shovels, loaders, engineer or surveyor for injury or diggers or drills; or damage arising out of: (2) Road construction or resurfacing (a) Preparing, approving or failing to equipment such as graders, scrapers prepare or approve maps, shop or rollers;
drawings, opinions, reports, e. Vehicles not described in , , , or a. b. c. d. surveys, field orders, change above that are not self-propelled and are orders, designs or drawings and maintained primarily to provide mobility to specifications; or permanently attached equipment of the (b) Giving directions or instructions, following types:
or failing to give them, if that is the (1) Air compressors, pumps and primary cause of the injury or generators, including spraying, damage; or welding, building cleaning, (2) Under which the insured, if an geophysical exploration, lighting and architect, engineer or surveyor, well servicing equipment; or assumes liability for an injury or (2) Cherry pickers and similar devices damage arising out of the insured's used to raise or lower workers; rendering or failure to render f. Vehicles not described in , , , or a. b. c. d. professional services, including those above maintained primarily for purposes listed in above and supervisory, (1) other than the transportation of persons or inspection, architectural or cargo. engineering activities.

However, self-propelled vehicles with the 13. "Leased worker" means a person leased to following types of permanently attached you by a labor leasing firm under an equipment are not "mobile equipment" but agreement between you and the labor leasing will be considered "autos": firm, to perform duties related to the conduct of your business. "Leased worker" does not (1) Equipment, of at least 1,000 pounds include a "temporary worker". gross vehicle weight, designed primarily for: 14. "Loading or unloading" means the handling of property: (a) Snow removal;
a. After it is moved from the place where it is (b) Road maintenance, but not accepted for movement into or onto an construction or resurfacing; or aircraft, watercraft or "auto"; (c) Street cleaning;
b. While it is in or on an aircraft, watercraft or (2) Cherry pickers and similar devices "auto"; or mounted on automobile or truck
c. While it is being moved from an aircraft, chassis and used to raise or lower watercraft or "auto" to the place where it is workers; and finally delivered; (3) Air compressors, pumps and
but "loading or unloading" does not include the generators, including spraying, movement of property by means of a mechanical welding, building cleaning, device, other than a hand truck, that is not geophysical exploration, lighting and attached to the aircraft, watercraft or "auto". well servicing equipment.

15. "Mobile equipment" means any of the following 16. "Occurrence" means an accident, including types of land vehicles, including any attached continuous or repeated exposure to substantially machinery or equipment: the same general harmful conditions. a. Bulldozers, farm machinery, forklifts and 17. "Personal and advertising injury" means injury, other vehicles designed for use principally including consequential "bodily injury", arising off public roads; out of one or more of the following offenses:
b. Vehicles maintained for use solely on or a. False arrest, detention or imprisonment; next to premises you own or rent; b. Malicious prosecution; c. Vehicles that travel on crawler treads;
d. Vehicles, whether self-propelled or not, on
which are permanently mounted:

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BUSINESS LIABILITY COVERAGE FORM
c. The wrongful eviction from, wrongful entry Work that may need service, maintenance, into, or invasion of the right of private correction, repair or replacement, but occupancy of a room, dwelling or which is otherwise complete, will be premises that the person occupies, treated as completed. committed by or on behalf of its owner, The "bodily injury" or "property damage" landlord or lessor; must occur away from premises you own d. Oral, written or electronic publication of or rent, unless your business includes the material that slanders or libels a person or selling, handling or distribution of "your organization or disparages a person's or product" for consumption on premises you organization's goods, products or services; own or rent. e. Oral, written or electronic publication of b. Does not include "bodily injury" or material that violates a person's right of "property damage" arising out of:
privacy; (1) The transportation of property, unless
f. Copying, in your "advertisement", a the injury or damage arises out of a person’s or organization’s "advertising condition in or on a vehicle not owned idea" or style of "advertisement"; or operated by you, and that condition g. was created by the "loading or Infringement of copyright, slogan, or title of any literary or artistic work, in your unloading" of that vehicle by any "advertisement"; or insured; or
h. Discrimination or humiliation that results in (2) The existence of tools, uninstalled injury to the feelings or reputation of a equipment or abandoned or unused natural person. materials.

18. "Pollutants" means any solid, liquid, gaseous or 20. "Property damage" means:
thermal irritant or contaminant, including smoke, a. Physical injury to tangible property, vapor, soot, fumes, acids, alkalis, chemicals and including all resulting loss of use of that waste. Waste includes materials to be recycled, property. All such loss of use shall be reconditioned or reclaimed. deemed to occur at the time of the

19. "Products-completed operations hazard"; physical injury that caused it; or a. b. Loss of use of tangible property that is not Includes all "bodily injury" and "property damage" occurring away from premises physically injured. All such loss of use you own or rent and arising out of "your shall be deemed to occur at the time of product" or "your work" except: "occurrence" that caused it. (1) Products that are still in your physical As used in this definition, "electronic data" is possession; or not tangible property.
(2) Work that has not yet been completed 21. "Suit" means a civil proceeding in which or abandoned. However, "your work" damages because of "bodily injury", "property will be deemed to be completed at the damage" or "personal and advertising injury" earliest of the following times: to which this insurance applies are alleged. "Suit" includes: (a) When all of the work called for in your contract has been completed. a. An arbitration proceeding in which such damages are claimed and to which the (b) When all of the work to be done at insured must submit or does submit with the job site has been completed if our consent; or your contract calls for work at more than one job site. b. Any other alternative dispute resolution proceeding in which such damages are (c) When that part of the work done at claimed and to which the insured submits a job site has been put to its with our consent. intended use by any person or organization other than another 22. "Temporary worker" means a person who is contractor or subcontractor furnished to you to substitute for a permanent working on the same project. "employee" on leave or to meet seasonal or short-term workload conditions.

23. "Volunteer worker" means a person who:
a. Is not your "employee";
Form SS 00 08 04 05 Page 23 of 24
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BUSINESS LIABILITY COVERAGE FORM
b. Donates his or her work; (2) The providing of or failure to provide warnings or instructions. c. Acts at the direction of and within the scope of duties determined by you; and c. Does not include vending machines or d. Is not paid a fee, salary or other other property rented to or located for the compensation by you or anyone else for use of others but not sold. their work performed for you. 25. "Your work":

24. "Your product": a. Means:
a. Means: (1) Work or operations performed by you
(1) Any goods or products, other than real or on your behalf; and property, manufactured, sold, handled, (2) Materials, parts or equipment distributed or disposed of by: furnished in connection with such work (a) You; or operations.
(b) Others trading under your name; b. Includes:
or (1) Warranties or representations made at
(c) A person or organization whose any time with respect to the fitness, business or assets you have quality, durability, performance or use acquired; and of "your work"; and
(2) Containers (other than vehicles), (2) The providing of or failure to provide materials, parts or equipment warnings or instructions. furnished in connection with such
goods or products.
b. Includes:
(1) Warranties or representations made at
any time with respect to the fitness,
quality, durability, performance or use
of "your product"; and

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THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Countersigned by
Authorized Representative
Form WC 04 03 06 (1) Printed in U.S.A.

Policy Expiration Date:

WAIVER OF OUR RIGHT TO RECOVER FROM

OTHERS ENDORSEMENT - CALIFORNIA
Policy Number: Endorsement Number:

Effective Date: Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address:

We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration.

SCHEDULE
Person or Organization Job Description
Any person or organization from whom you are required by written contract or agreement to obtain this waiver of rights from us
57WECAB10L8 02/01/2024
Municipal Resource Group, LLC (MRG)
PO BOX 561
Wilton, CA 95693
02/01/2025
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
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
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        

Policy #
57SBAUZ2244
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- 508 -
Policy Number:

Effective Date:

Endorsement:

Effective hour is the same as stated on the Information Page of the policy.

Named Insured and Address:

Form WC 99 03 94 Printed in U.S.A.

Process Date:

THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

Policy Expiration Date:
© 2011, The Hartford

NOTICE OF CANCELLATION TO CERTIFICATE HOLDER(S)
This policy is subject to the following additional
Conditions:

A. If this policy is cancelled by the Company, other
than for non-payment of premium, notice of such
cancellation will be provided at least thirty (30)
days in advance of the cancellation effective
date to the certificate holder(s) with mailing
addresses on file with the agent of record or the
Company.

B. If this policy is cancelled by the Company for
non-payment of premium, or by the insured,
notice of such cancellation will be provided
within ten (10) days of the cancellation effective
date to the certificate holder(s) with mailing
addresses on file with the agent of record or the
Company.

If notice is mailed, proof of mailing to the last known mailing address of the certificate holder(s) on file
with the agent of record or the Company will be
sufficient proof of notice.

Any notification rights provided by this endorsement
apply only to active certificate holder(s) who were
issued a certificate of insurance applicable to this
policy’s term.

Failure to provide such notice to the certificate
holder(s) will not amend or extend the date the
cancellation becomes effective, nor will it negate
cancellation of the policy. Failure to send notice
shall impose no liability of any kind upon the
Company or its agents or representatives.
57WECAB10L8 02/01/2024
Municipal Resource Group, LLC (MRG)
PO BOX 561
Wilton, CA 95693
02/01/2025 2/5/2024
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REQUEST FOR TECHNICAL PROPOSAL INF #24-21
FOR

CITY OF MODESTO

DEPARTMENT OF HUMAN RESOURCES
SUBMITTED BY: KATELYN CODNER
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Bid Response Packet – RFP #69-24 l 1
Contents

1. Cover Letter ...................................................................................................................................... 2

2. Project Understanding and Approach .............................................................................................. 3

3. Qualifications of Consultant Staff and Subconsultant Staff............................................................ 13

4. Experience of Firm .......................................................................................................................... 15

5. Cost, Schedule & Deadline Costs, Schedule & Deadline................................................................. 17

5.a. Qualifications of the Firm................................................................................................................. 17

5. b. Professional Fees and Estimated Out-of-Pocket Expenses......................................................... 17

5.c. List of Previous Clients ..................................................................................................................... 19

5. d. Principal Staff Contacts................................................................................................................... 20 #8..
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Bid Response Packet – RFP #69-24 l 2

1. Cover Letter

Dear Selection Panel,
DigiStream Investigations, Inc. is pleased to submit the Request for Proposal for Investigative Services for City of Modesto, Department of Human Resources. DigiStream Investigations was founded in 2001, initially as a boutique surveillance firm and has since grown in investigative scope to cover recorded statements, background and social media checks and medical canvassing across 24 offices with private investigative licenses in all 50 US states (CA PI License PI23517). Digistream now has forensic, complex due diligence and global investigative capabilities via the UpStream Intelligence division.

Despite the growth of the company, each office remains employee owned and locally operated by individuals who started their careers with DigiStream as investigators. DigiStream has at least eight (8) different team members interacting with any given case and sharing notable findings back to the appropriate parties. The proposed team includes but is not limited to Surveillance Investigators, Research Analysts, Claims Investigators, Evidence Associates, Video Technicians, a Field Operations Manager, All-Source Analysts, a Desktop Operations Coordinator, an Office Manager, an Account Manager and a General Manager. Depending on the nature of each investigation, the City of Modesto will have consistent contact with either the General Manager, Managing Partner of UpStream Intelligence or Claims Investigator.

DigiStream Central Valley, Inc. had annual revenue of $4.28 million in fiscal year 2023. Year-to-date 2024 revenue is just under $1 million.

The City of Modesto will be a critically important account to DigiStream and the UpStream Intelligence division. It is located within the territory of DigiStream’s first, and flagship, office. The company’s founder Will Aaronson also spends an outsized proportion of his time and attention in this office.

After two decades in the industry DigiStream has become the premier provide in investigative services.

DigiStream is a solely investigations based company. With surveillance remaining as our core focus we are able to allocate all resources to our investigations and have those services remain our top priority.

This unique business model ensures that local offices, such as DigiStream Central Valley, remain fully committed to successfully servicing important accounts.

DigiStream accepts the terms and conditions in the RFP and the Standard Agreement for Professional Services, including acknowledgment of receipt of all amendments and/or addenda to RFP INF #24-21.

Sincerely,
Katelyn Codner
Partner – Firm Representative – Point of Contact
916.906.1161
DigiStream Central Valley, Inc.
3831 N. Freeway Blvd., Suite #115 Sacramento CA, 95834
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Bid Response Packet – RFP #69-24 l 3

2. Project Understanding and Approach
Since being founded in 2001, DigiStream has specialized solely in the tradecraft of investigations.

DigiStream is an industry leader in both surveillance and Open-Source Intelligence (OSINT) and continues to invest in expanding the technological infrastructure, methodology and personnel needed to remain the best private intelligence company in North America.

DigiStream completes nearly 40,000 days of manned surveillance yearly across the nation, and over 10,000 Open-Source Intelligence (OSINT) reports. In so doing the Company has built a unique perspective on investigations and executing them in the most practical, legal and ethical manner possible.

SURVEILLANCE OPERATIONS
DigiStream was founded as a boutique surveillance company in 2001. As such, surveillance still represents the cultural core of the company. The majority of shareholders and partners in the company started their careers as surveillance investigators, and exercise and outsized influence on the quality of local operations.

DigiStream employs a high degree of control over its surveillance operations to ensure quality. These are outlined below:

W-9 employees – DigiStream does not subcontract surveillance within the United States under any circumstances. As a result, the company is able to ensure that each investigator working an assignment has graduated from our custom “Surveillance 101” boot camp. This is a stringent classroom and field training which ensures each investigator has mastered the tradecraft of vehicle and foot following techniques, covert video, appropriate stakeout locations, basic OSINT for case preparation, videography skills and investigative report writing.

DigiStream incentivizes their surveillance investigators via a merit-based promotion track which allows promotions to Senior Surveillance Investigator and Unit Leader. These positions grant excellent investigators the opportunity to develop greater autonomy in the field, greater access to data resources, and generally a pathway to management. They are also the investigators who generally work highprofile or sensitive cases for clients such as the City of Modesto.

Fleet control – DigiStream provides a custom fleet of SUVs and minivans tailored to surveillance. Each vehicle is company-owned and equipped with GPS to ensure investigator integrity and offer our clients the peace of mind that investigators can always prove their reports align perfectly with their actions.

Ease of review – DigiStream employs Video Technicians who receive surveillance evidence in a legally robust manner via secure File Transfer Protocol (FTP) and preserve the video for client review. They also prepare an email-accessible highlight of each day of surveillance which the client can review within 24 hours. This allows our clients the ability to exercise cost control and increase or decrease the number of days of surveillance based on their judgment as to the quality of results. #8..
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Bid Response Packet – RFP #69-24 l 4
Advanced training program – DigiStream has a long-standing and exclusive private sector relationship with Tyto Consulting, a United Kingdom-based surveillance training company. The proprietor Pete Jenkins is widely regarded as the world authority on surveillance operations and he actively trains US Special Operations Command, the Brazilian Security Services and UK counter-terrorism operators.

DigiStream and Mr. Jenkins jointly administer an advanced training for two weeks each year in the Sacramento metropolitan area where the top 5% of all DigiStream investigators from throughout the country gather for training in multi-investigator surveillance operations, remote camera operation, rural and urban surveillance, unconventional intelligence gathering and more. The intensity of the training is designed for the top 1% of cases which require such skills, and these cases are generally worked via UpStream Intelligence. Each DigiStream client has access to these investigators as their needs dictate.

Performance Tracking – Each case worked is rated based on numerous factors, the most important of which being a) the percentage of surveillance days in which video is obtained, b) the number of locations a subject is followed, and c) the quantity of surveillance video as measured by minutes. These three performance metrics are adjusted by whether the case is in a rural, urban or suburban area, and are available to the client at any time. They are also reviewed during regularly scheduled file reviews. It is DigiStream’s way of demonstrating a keen attention to performance to our clients.

Secure Rapid Referral System – DigiStream’s online referral form securely transmits assignments directly into the company case management system, segregated by region. The case management system is governed by stringent Standard Information Gathering (SIG) documentation and mirrored in two secure data centers - one in Sacramento, California and the other a fail-over site near Las Vegas, Nevada.

Referrals can be made either directly from DigiStream’s website, or via a secure client login where client information is prepopulated and saved for ease of use when referring assignments. All investigative services, from surveillance to background checks to recorded statements, can be ordered within minutes from this secure client login.

When a referral is submitted, it automatically is flagged within our system for a simultaneous case confirmation, scheduling and pre-investigative work-up (see ‘Extensive Case Preparation’ section below for more information on this process).
• Next Day Video (NDV) and Same Day Video (SDV) – DigiStream's ‘Next Day Video’ technology takes our High-Definition video evidence and securely streams it within 24-hours to all the necessary parties.

Clients to have direct access to surveillance footage and a narrative summary of efforts within 24-hours of capturing the video evidence. Many clients also value Same Day Video footage and this can occur on nearly every case if warranted and operationally feasible, meaning the investigator in the field is not currently following the subject. The ability to securely view past surveillance days is a feature of both the NDV and SDV services as well. The videos are available for viewing from any device with an internet connection, including mobile phones, if permitted by your organization’s IT policies.

We encourage you to view some of our recently redacted surveillance footage here. #8..
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Bid Response Packet – RFP #69-24 l 5

INVESTIGATIVE RESEARCH
DigiStream’s investigative research has broad capabilities. Depending on the complexity of the request, general investigative requests can often be handled by UpStream Intelligence. These include asset searches, due diligence on persons and entities of interest, and customized research.

Examples of customized research include ongoing work for a State of California Department related to wildfire investigations. The UpStream Intelligence division is analyzing the conditions of properties prior to the wildfire to determine whether defensible space recommendations were being adhered to. To accomplish this, UpStream utilizes commercial orthomosaic satellite imagery, near-infrared imagery, aerial photography, and social media posts sourced via geofencing technology.

Another example of general investigative research involves the unmasking of threat actors for a Northern California police department. Anonymous “sock puppet” accounts were being utilized to send cryptic and threatening social media posts targeting law enforcement. UpStream Intelligence was able to successfully unmask these posters using a number of OSINT tradecraft techniques and database queries.

The capabilities the City has access to regarding very broad-based investigative research are many. In short, they are only limited by the technology, data access and tradecraft of UpStream Intelligence. As long as a request is legal,
ethical and practical, it can be
satisfied with a high degree of
confidence.

INTERVIEWS
DigiStream employs a number
of investigators who solely
specialize in claims
investigations, harassment,
employment matters and scene
inspections. Each investigator is
trained in interview techniques
and equipped with customized
statement guides designed to
ensure each investigation is
comprehensive and the line of
questioning is exhaustive.

For extremely sensitive matters, we have partnered with Dr. Mark Peterson and developed the Solution Focused Claims Investigation (SFCI) methodology. In short, SFCI utilizes an “employee first” approach which, rather than an interrogatory method of interview, seeks to understand the motivating factors behind certain actions and appeal to the inherent desire of people to overcome adversity and, as is often the goal, return to work under successful conditions. Our work with Dr. Peterson has resulted in #8..
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Bid Response Packet – RFP #69-24 l 6
the rate of cases which were investigated and then subsequently litigated from over 40% to 10% over a four year period (see graph below).

DigiStream investigators stand ready to respond to City requests immediately, as oftentimes time is of the essence. The resulting reports are easy to read and contain scene photographs and supporting documentation according to industry standards.

BACKGROUND INVESTIGATIONS
Background checks are a core competency. At great cost, DigiStream subscribes to all “tier one” commercial databases, including Thomson Reuters, Lexis Nexis, Experian and Delvepoint. This database coverage is augmented by direct data feeds with superior courts across the country, vehicle license plate reading datasets, facial recognition datasets and other information which aids in a background investigation. The public records datasets include:
• Criminal Records
o Incarcerations
o Arrests
o Felonies
o Misdemeanors
o Infractions
• Civil Records
o Professional Licenses
o Corporate Filings
o Employment
o Marriages & Divorces
o UCC Filings
o Judgments
o Liens
o Lawsuits & Dockets
o Evictions
o Foreclosures
o Bankruptcies
• Property Records
o Unclaimed Assets
o Aircraft
o Watercraft
o Vehicles
o Property Deeds
o DMV Records
• Other Records
o Utilities
o Student Records
o Military Records
o Pilot’s Licenses
o FAA Certifications
o Firearms/Explosives
Licenses
o Hunting/Fishing
Licenses
o Political Donations
o Voter Registrations
o Motor Vehicle
Accidents
o Drivers Licenses
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RFP INF# 24-21 7
Each investigation is broken into two broad categories: Public Records data, and Internet & Social Media data. All material content is preserved according to industry standards, and metadata for all social media posts is available for cases where a foundation for the evidence needs to be laid in a court of law.

All Research Analysts are thoroughly trained in Open-Source Intelligence (OSINT) and Geospatial Intelligence (GEOINT). Both investigative modalities are often brought to bear during these types of investigations.

UNDERCOVER INVESTIGATIONS
Most undercover investigations are led by the UpStream Intelligence division. Recent examples include surveillance on an employee theft ring where company material was being stolen from a loading bay and sold on the open market. A second example includes a Northern California industrial facility which was the victim of repeated theft. UpStream was contracted to perform repeated physical penetration tests to document the facility’s vulnerabilities to both current and future issues. Particular emphasis was placed upon the ability to break into secure locations and steal sensitive company and employee information. Secondary emphasis was placed on hardening the facility to outside threats which may target employees.

During the course of the undercover investigation, the DigiStream/UpStream team of surveillance investigators was able to gain access to the secure manufacturing facility, obtaining access to the IT infrastructure, financial systems, HR systems, manufacturing software, shift roster, proprietary information and bank reconciliation records. This was accomplished via a combination of surveillance, social engineering and the tradecraft learned during the Advanced Surveillance Training (see section above in Surveillance). This report was turned over to the Human Resources Department and the EHS Manager so they could take immediate remediating steps.

PEOPLE LOCATES
People locates, often called “skip tracing,” are handled by the same Research Analysts who specialize in background investigations and Open-Source Intelligence (OSINT). The background check data vendors described in the Background Investigations section above are brought to bear in the course of these investigations. DigiStream completes tens of thousands of people locates annually, as each surveillance case referred to the Company begins with this process to ensure an accurate address and other information is obtained to complete a pre-case assessment.

INTERNET & EMAIL TRACING
Internet and email tracing is handled via DigiStream’s UpStream Intelligence division. Most often these cases are completed with the goal of unmasking an anonymous threat actor. While UpStream’s specific technology and methodologies employed to execute such cases are trade secrets, at a high level they involve the harvesting of breach datasets in order to match the threat actor’s email address, IP address or other identifying information contained in metadata. Other methods involve reserve imagery #8..
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RFP INF# 24-21 8
searches, geolocation of images or other visual information contained in photographs, as well as the cross-reference of usernames and passwords with known entities.

Forensic information is often helpful in cases involving tracing the identity or location of websites or email, this includes the harvesting of device location information which may lead to the unmasking of a threat actor.

COMPUTER EXAMINATIONS
Computer examinations, as well as cellular device forensics, is handled via DigiStream’s UpStream Intelligence division. UpStream retains two full-time forensics technicians who specialize in the forensic extraction, preservation and analysis of digital data in a legally defensible and replicable manner. With years of experience in such matters, including murder investigations and sensitive employee harassment investigations, UpStream has a deep well of talent to deploy in all forensic matters.

ELECTRONIC SURVEILLANCE COUNTERMEASURES
Electronic surveillance countermeasures, often colloquially called “bug sweeps”, are handled via DigiStream’s UpStream
Intelligence division. These are complex and highly technical investigations where the goal is to uncover any active or passive surveillance a potential threat actor may have deployed in a given area. Such surveillance often involves audio, video or photographic means.

1. Physical inspection is completed by examining each
designated area of the scope of work including electronic devices, audio/visual equipment, tables, desks, ceilings, walls, floors, fixtures, artwork, furniture, and cabinets.

2. Infrared Camera, forensic light inspection, camera lens LED technology, among other tools are used to complete the physical inspection (see photo above). The purpose is to identify the camera lens, heat signature associated with eavesdropping technology and/or identify construction patch-ups to conceal covert audio and video devices.

3. A technical inspection is conducted using advanced spectrum analyzers to examine and analyze all RF frequencies and demodulate RF frequencies from 9 KHz up to 8 GHz. The purpose is to detect RF signals of potential threats/locate RF transmitters. #8..
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RFP INF# 24-21 9

4. Non-Linear Junction Detection (NLJ) is used to “sweep” for any semi-conductors’ “electronics” that are associated with eavesdropping devices that could be used to transmit audio, video, and other sensitive data. The NLJ detects
electronics that are passive, meaning
non-operational due to battery
depletion or electronic devices that
are powered off.

5. Advanced Wi-Fi and Bluetooth
detection technology is utilized to
locate Bluetooth devices and threats
as well as rogue Wi-Fi access points
(at right). Additionally, a Wi-Fi sweep
is completed to find any unknown
connected devices and unsecured
transmitting Wi-Fi devices that could
open a pathway to the internal network.

ADDITIONAL SERVICES
DigiStream Investigations, via UpStream Intelligence, offers a host of investigative capabilities beyond the scope of those identified in this RFP. These include but are not limited to:
• Imagery and video upscaling
• International surveillance and Background investigations • Entity due diligence and asset investigations
• Jury selection intelligence
• Anonymity services for corporate leadership teams and exposed public employees Detailed overviews of such services and more can be found at www.upstream-intelligence.com #8..
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RFP INF# 24-21 10
DigiStream Investigations Central Valley employs twenty-seven (27) team members in total, see the list below as a comprehensive roster of staffing required on a case by case basis:
• Surveillance Investigators
• Research Analysts
• Claims Investigator
• Evidence Associates
• Video Technician
• Field Operations Manager
• All-Source Analyst
• Desktop Operations Coordinator
• Office Manager
• Account Manager
• General Manager
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RFP INF# 24-21 11

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RFP INF# 24-21 12

COMPLEX INVESTIGATIONS
https://www.upstreamintelinc.com/
• Cell Phone Forensics
• International Surveillance
• Business Investigations
• Due Diligence
• Fraud Investigations
• Pre-Employment Background Checks
• Threat Actor Unmasking
• Juror Research
• Data and Privacy Advisement
Differentiators
• POST Certified
• Creative solutions built around targeted use of open-source intelligence • PBSA Certified
• World Association of Detectives Member
• Secure and confidential case management
• In-house digital forensic examinations and reporting
• International network of closely vetted contacts across 100+ countries Service Area: Worldwide
• Collection and assembly of product data, legal documents, and supply chain intelligence
• Geosocial and geospatial research into wildfire investigations County of Tulare, CA
• International location and surveillance of verified subject • Dynamic research monitoring individual’s digital presence and activity 561611 Investigation & Personal Background Check Services Core Competencies
Differentiators
Select Local Commercial Performances
NAICS & PSC Codes
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RFP INF# 24-21 13
R423 Support- Professional: Intelligence
R424 Support- Professional: Expert Witness
R612 Support- Administrative: Information Retrieval
R615 Support- Administrative: Background Investigation

3. Qualifications of Consultant Staff and Subconsultant Staff Key Personnel:
• Katelyn Codner
• Carina Arteaga
• Garrett McGinn
• Megan Kohls
• Claire Perkins
• Malcolm Rivera
Managing Partner: Katelyn Codner
Katelyn Codner is the Managing Partner of DigiStream Central Valley and has over 8 years of experience in the private investigations industry. Extensive experience in Surveillance and Operations Management.

Since beginning her career within DigiStream, she has worked as a Surveillance Investigator, Field Operations Coordinator, Field Operations Manager, Investigative Advisor, General Manager and now Managing Partner. Katelyn has over 12 years of Management experience and spent 3 years within DigiStream in the Investigative Advisor role where her primary focus was intaking files, executing a plan of action, and producing high-quality results for every file. Katelyn is also co-chair of the Ladies Leadership Network at DigiStream Investigations.

Field Operations Manager: Carina Arteaga
Carina Arteaga is the Field Operations Manager for DigiStream Central Valley. Carina has over 6 years of experience in the private investigations industry and is an accomplished covert video specialist, rural surveillance specialist, and covert follow specialist. Carina started at DigiStream in 2017 as a Surveillance Investigator, was promoted to Senior Surveillance Investigator, Surveillance Unit Leader, Surveillance Unit Lead Trainer, Field Operations Coordinator and now Field Operations Manager. Carina has received advanced surveillance training and successfully completed Surveillance 201.

Cofounding Partner: Garrett McGinn
is the Director of DigiStream's Research and Development Division and has over 17 years of experience in the private investigative industry. He is a Certified Fraud Examiner and a licensed California Private Investigator. He holds a Master's Degree in Trans-Atlantic Relations from the Uniwersytet Jagielloński in Kraków, Poland, and a Bachelor's Degree in International Relations from the University of California, Davis. Garrett trained in advanced surveillance tactics in the United Kingdom, achieving a Level III #8..
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RFP INF# 24-21 14
Advanced Award in Foot & Mobile Surveillance in 2007. Prior to his employment with DigiStream in 2006, Garrett was a Research Analyst for Glass, Lewis & Co., an institutional investment advisory firm.

Managing Partner: Megan Kohls
Megan Kohls is Partner with DigiStream’s sister-company, UpStream Intelligence, and currently provides oversight and guidance to a carefully selected team of analysts working advanced cases related to insurance fraud, civil liability, murder, harassment, and stalking. Prior to her position at UpStream Intelligence, Megan managed the Research & Development department at DigiStream Investigations from 2017-2021. In 2020 Megan obtained her California Private Investigators License. In 2017, she completed her Fraud Claims Law Specialist designation through the American Educational Institute. She holds a Master of Science Library Science from Simmons University and obtained a B.A. in History at the University of Massachusetts, Amherst.

UpStream’s Complex investigations are often handled in conjunction with DigiStream’s in-house team of investigative experts at UpStream Intelligence. UpStream is a company within the DigiStream brand dedicated to the most advanced investigations conducted in the private sector. Cases range from digital forensics to corporate espionage and from overseas surveillance to threat-actor unmasking. Each DigiStream client has unique access to UpStream’s capabilities if and when advanced scenarios arise.

Research Director with UpStream Intelligence: Malcolm Rivera UpStream is DigiStream’s advanced investigations office. As the leader of the intelligence division, his work involves answering questions related to topics such as device forensics, corporate entity research, and threat actor unmasking. Prior to joining UpStream, Malcolm’s previous roles with DigiStream included Senior OSINT Specialist, a role in which he focused on developing company tradecraft, and Research Analyst, where he analyzed red flags and authored reports on litigants and insurance claimants. In addition to over five years’ experience as a private investigator, Malcolm has also worked as a journalist for South Kern Sol - a Kern County-based news publication.

Intelligence Analyst Claire Perkins:

Claire Perkins is an Intelligence Analyst for DigiStream’s sister-company, UpStream Intelligence, and currently provides a dynamic skillset in investigating identity theft, insurance fraud, and criminal activity cases, along with performing data protection and pre-employment check services. Before her role at UpStream Intelligence, Claire worked in the Venture Management Specialists department at DigiStream Investigations for several months. In 2021, she graduated from the University of South Wales with a Bachelor of Science in Forensic Investigation.

Please note the organizational chart for this process is the same as that enumerated in sections 2 & 3.

UpStream Intelligence is an advanced investigative solutions division within the DigiStream brand.

UpStream works as a close-knit team of specialists to assess, address, and advise on complex investigations with a tailored and strategic approach best befitting the needs of our clients.

UpStream was retained jointly by a DigiStream Central Valley client on a matter related to theft of trade secrets and the compromise of government bidding contracts. The client was a large land management company operating in California which held multi-million dollar contracts with a public utility. An executive in the company was suspected of working with the competition in exchange for a potentially #8..
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RFP INF# 24-21 15
lucrative position. The subject was placed under surveillance in California and followed to Florida on a commercial airline flight. The subject was then surveilled in Florida where he met with individuals whom UpStream determined were competitors operating through a shell company. Sufficient evidence was collected to terminate the individual with cause. The fee allocation for UpStream was approximately $30,000.

4. Experience of Firm
In the last three (3) years DigiStream Central Valley, Inc., has provided the below total number of services (please note the totals below do not include specialized investigations provided by UpStream Intelligence):

Investigator Testimony 3
Surveillance 5970.5
Surveillance/w Travel 2
Alive & Well Check 10
Background Check 63
Criminal Check 1
DMV Check 16
DVD Extra Copies Beyond 7
Evidence Duplication 18
GeoSocial PLUS 1
GeoSocial Sweep 42
Investigator Service 159
Investigator Testimony 5
Locate 113
Medical Sweep 934
Metadata Package 16
Property Check 1
Recorded Statement 114
Records Retrieval 50
Research Time 64
Social Monitoring (Monthly) 184
SocialPro 126
SocialPro ELITE 267
SocialPro ELITE Upgrade 1
SocialPro PLUS 3588
Specialty Sweep 21
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RFP INF# 24-21 16
Surveillance PLUS 5
Targeted Claims Investigation 29
Transcription (Minutes) 29
Client Name and Address County of Alameda, County Administrator’s Office 125 12th St #300
Oakland, CA 94607
Primary Point of Contact
Name, Position, Title, Phone,
Email, fax
Lucretia A. Akil
[email protected]
Office: 510-208-9848
Fax: 510-272-6815

Client Name and Address California State University
Office of the Chancelor
401 Golden Shore Blvd
Long Beach Ca 90802
Primary Point of Contact
Name, Position, Title, Phone,
Email, fax
Zachary Gifford
System Risk Manager
[email protected]
(562) 951-4580

Client Name and Address County of Tulare ; 2900 W. Burrel Avenue, Visalia CA 93291 Primary Point of Contact
Name, Position, Title, Phone,
Email, fax
Elisa Alanis
Risk Management Analyst
(559) 205-1215
[email protected]
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5. Cost, Schedule & Deadline Costs, Schedule & Deadline

5.a. Qualifications of the Firm

5. b. Professional Fees and Estimated Out-of-Pocket Expenses

SERVICE PORTFOLIO
The services listed below are DigiStream’s most core offerings and are intended for Marketing purposes only. Please contact a DigiStream consultant for additional services and corresponding pricing.

FIELD INVESTIGATIONS
SURVEILLANCE $1250AY
• travel time to and from the assignment
• on-site investigative time
• all mileage
• use of a late-model, company-owned surveillance vehicle and cutting-edge surveillance equipment • incidental expenses
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• Next Day Video® update
• a detailed surveillance report
• DVD copy of all footage obtained
• Red Flag Analysis
SURVEILLANCE PLUS $1850AY
• all standard surveillance features
• deployment of specialized remote camera, eliminating the need for most two-crew setups • case worked by dedicated team of investigators trained in advanced tactics • innovative case report including link analysis between subjects, locations, associates and intel gathered
• dedicated All-Source Analyst for real-time investigations and client questions

INTELLIGENCE
SOCIALPRO® PLUS $695
An in-depth view into a subject’s social media and background, which includes:
• social media investigation report
• full-spectrum national background check from top data providers • 60-days of complimentary social media monitoring
SOCIALPRO® ELITE $1295
Our most comprehensive investigative report. Designed as a turnkey solution for priority files, it includes:
• SocialPro report
• full-spectrum national background check from four top data providers • extended research time on file and a signed affidavit by Research Analyst • complimentary real-time social media monitoring for one year • metadata flash drive to preserve and authenticate all electronic evidence • verbal debriefing by the Intelligence team if desired GEOSOCIAL SWEEP $1495
A location-based search of a specific area to uncover photos, videos or comments about the incident in question. The report supplies contact information for potential witnesses and can provide geographical context about the area where the incident occurred.
• The GeoSocial PLUS examines content over time (i.e. previous accidents at the same intersection) • The GeoSocial ELITE is for high exposure incidents where there is a high volume of media, events are unfolding in real time, etc.

MEDICAL & SPECIALTY SWEEP $400 per 15 facilities searched Provides locations and often dates of treatment at hospitals, chiropractors, urgent care facilities, or gyms around a given radius.

RESEARCH & RECORD RETRIEVAL $125 per hour
Tailored investigations leveraging the full capabilities of DigiStream’s intelligence network and team of trained Research Analysts.

STATEMENTS $105 per hour ($.60 per mile)
Covers an array of services including recorded statements, person locates and scene investigations.

Each investigation is tailored to the specific needs of our clients and their unique case goals. #8..
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5.c. List of Previous Clients
• Amador County
• Avenal State Prison
• Butte County
• Calaveras County Water District
• California Department of
General Services
• California Department of Justice
• California Department of
Rehabilitation
• California State Fair
• City of Anderson
• City of Arvin
• City of Atwater
• City of Bakersfield
• City of Chowchilla
• City of Citrus Heights
• City of Delano
• City of Dinuba
• City of Dixon
• City of Exeter
• City of Fairfield
• City of Farmersville
• City of Folsom
• City of Fresno
• City of Half Moon Bay
• City of Hanford
• City of Huron
• City of Lathrop
• City of Lemoore
• City of Lincoln
• City of Livingston
• City of Lodi
• City of Los Banos
• City of Manteca
• City of Marysville
• City of McFarland
• City of Modesto
• City of Mount Shasta
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• City of Orange Cove
• City of Oroville
• City of Patterson
• City of Placerville
• City of Porterville
• City of Red Bluff
• City of Redding
• City of Reedley
• City of Rio Vista
• City of Rocklin
• City of Roseville
• City of Sanger
• City of Selma
• City of Tehachapi
• City of Tulare
• City of West Sacramento
• City of Willits
• City of Woodland
• City of Yuba City
• Fresno County
• Glenn County
• Humboldt County
• Inyo County
• Mader County
• Mendocino County
• Placer County
• Sacramento County
• Shasta County
• Stanislaus County
• Sutter County
• Trinity County
• Tulare County
• Tuolumne County
• El Dorado County Office of
Education
• Fresno County Superior Court
• Humboldt State University
• Kern County
• Kings County Office of
Education
• Kings County Sheriff’s Office
• Merced City School District
• Merced County Office of
Education
• Merced County
• San Joaquin County
• Shasta County Fire Dept.
• Shasta County Sherrif’s Dept.
• State of California Dept. of
Insure
• Superior Court of Shasta County
• Tulare City School District
• Yuba City Unified School District

5. d. Principal Staff Contacts
Katelyn Codner – Managing Partner
[email protected]
916.906.1161
Megan Kohls – Managing Partner
[email protected]
707.564.7804
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Ms. Krisha Lay
Re: Request for Proposal – Public Sector Consulting Firm April 8, 2024

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I. QUALIFICATIONS
Liebert Cassidy Whitmore (“LCW”) has had the privilege of advising and representing public agencies and public safety agencies since our inception in 1980. The firm has offices in Los Angeles, San Diego, San Francisco, Fresno, and Sacramento, and is comprised of 125 attorneys.

Our combined expertise in federal and state employment laws and the laws of public safety employment, like the Public Safety Officers Procedural Bill of Rights (POBR) and the Firefighter Bill of Rights (FBOR), is unmatched. We have an unparalleled ability to take on matters with minimal lead-time and that involve complex issues. We are trusted advisors to our public agency and public safety clients, providing advice and representation on a myriad of issues, including advising on the conduct of internal affairs investigations, prosecuting disciplinary appeals, handling Pitchess motions, and defending against related litigation.

We also have a thriving investigation practice and have conducted and overseen hundreds of confidential and independent investigations involving the full range of workplace issues, including allegations of discrimination, harassment, whistleblower retaliation, financial violations and fraud, and misconduct and policy violations. We have significant experience conducting complex investigations, including those involving sensitive and high-profile matters, as well as those involving executive level management and elected officials. We handle investigations of employment and personnel issues including employee misconduct, harassment, discrimination, retaliation, policy and conduct violations, whistle-blowing, financial improprieties, and discipline-related issues. Some of our recent investigations have included allegations of racial discrimination, gender bias in promotion and pay, sexual orientation discrimination, sexual harassment, financial impropriety and defamation.

Our Investigations Practice Team is comprised of attorneys with experience and skill in conducting interviews, establishing rapport with witnesses, evidence gathering, making credibility assessments, factual analyses and report writing - skills that are necessary to conduct accurate, effective and defensible investigations. We also have extensive expertise in dealing with both cooperative and difficult witnesses. When necessary, we work with computer and other forensic experts for the gathering and analysis of evidence. Our investigators also know the significance of an investigation report in preparing for civil litigation. When required to testify at deposition, hearing or trial, our neutral and unbiased approach to investigations ensures that our investigators can be credible witnesses. In addition, as employment attorneys, we are aware of the critical importance of a timely investigation and when undertaking the role of independent investigator, we commit to meeting our clients’ timeline for completion. If requested and when appropriate, we will reach conclusions regarding violations of policy and make other recommendations.

As attorney investigators, we hold information obtained during investigations in strict confidence and offer employers all of the privileges that accompany an attorney-client relationship. #8..
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Re: Request for Proposal – Public Sector Consulting Firm April 8, 2024

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In addition to conducting investigations, we regularly present workshops on how to conduct effective and defensible investigations. Our workshops identify the key components of a successful investigation including how and when to begin an investigation, who should conduct the investigation, how to maintain confidentiality, how to organize and execute an effective investigation, and how to evaluate the facts and take corrective action once the investigation is completed. We regularly present for the Association of Workplace Investigators as well as provide our own POST-approved course on Internal Affair Investigations.

Public Safety
When public safety agencies require advice on managing their response to critical incidents and officer misconduct, LCW attorneys are the experts that many agencies across the State look to first for help. We provide advice and counsel to law enforcement agencies on a myriad of personnel issues, including but not limited to: internal affairs investigations, responding to critical incidents, the Pitchess procedures for discovery of confidential peace officer personnel information, Brady material issues that arise, personnel policy audits, labor relations, POST training standards and advising on the POBR and the FBOR.

We represent public safety agencies in hundreds of discipline matters involving alleged unreasonable or excessive use of force and we thus have a deep understanding of these policies.

From this personnel-related perspective, we provide advice that is objective and focused on longterm solutions for the agency.

Clients value our cost-effective and thorough advocacy in support of the confidentiality of peace officer personnel records. Our Firm co-authored the California Public Employment Relations (CPER) Pocket Guide to the PBOR, which includes a chapter on the subject of peace officer personnel records. We also authored an amicus brief and argued at the California Supreme Court in support of peace officer privacy in the Long Beach Police Officers Association case. Our attorney investigators know the recent changes to California law that allow disclosure of certain peace officer records.

LCW advocates for law enforcement departments in administrative hearings (e.g., discipline hearings, grievance arbitrations, and unfair practice charge hearings), and we routinely defend law enforcement clients in civil litigation in both state and federal courts. On behalf of both employers and individually named defendants, LCW defends complex (class and collective actions) and high-profile litigation through trial and the appellate process (when necessary). Our appellate victories have shaped the way that public safety agencies conduct labor and employment relations on a daily basis.

Furthermore, a primary focus of our practice is to provide proactive advice to prevent our clients from becoming parties in an adversarial proceeding. We often accomplish this goal through advice and counsel, policy review and revision, and our renowned training programs.

Annually, members of the firm provide more than 900 presentations across the state through our #8..
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Re: Request for Proposal – Public Sector Consulting Firm April 8, 2024

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Employment Relations Consortiums (ERCs), customized onsite training, webinars, seminars and conferences. We present on many public safety topics and in fact, we have a 2-day training seminar covering internal investigations called “Best Practices for Conducting Legally Fair and Compliant Internal Affairs Investigations.” Members of the firm frequently train police departments in their employment matters and have presented for the California Police Chiefs Association annual conference as well as other conferences throughout the State. LCW publishes our own monthly newsletter with news involving police employment legal issues called The Briefing Room, and a similar monthly newsletter pertaining to the fire service called Fire Watch. We have also authored our own reference guide, Principles of Public Safety Employment.

Our attorneys have extensive experience helping public employer clients audit their policies and practices as well. We provide review services to effectively meet and address the risks and challenges of this ever-changing legal landscape, drawing on our legal expertise from representing employers in all aspects of public safety labor and employment law. We frequently review personnel policies to bring them into compliance with the law and current best management practices.

Our extensive experience advising and representing clients as noted above makes us uniquely qualified as public safety investigators; we have extensive experience investigating under POBR and FBOR requirements.

We are committed to providing the City with superior service, timely, efficient work product, and the highest degree of professionalism.

II. PROFESSIONAL FEES AND ESTIMATED OUT-OF-POCKET EXPENSES Pricing offered on a time-and-materials basis would be based on our firm’s hourly billable rates:

Partners
Shelline Bennett............. $435
Morin I. Jacob ................ $435
Associates
Monica Espejo……… ... $330
Sue Ann Renfro.............. $345
Tony G. Carvalho........... $285
Invoices are payable upon receipt and due within 30 days.

We do not bill for secretarial or word processing time or telephone charges. Facsimile transmissions are billed at the rate of $.50 per page for outgoing faxes only and we make every #8..
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Ms. Krisha Lay
Re: Request for Proposal – Public Sector Consulting Firm April 8, 2024

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effort to email documents rather than fax them. Copying is charged at fifteen cents ($.15) per page. Additional prints, postage and special deliveries (i.e. Fed-Ex, UPS, DHL, messenger service), and other hired deliveries completed at the request of the client or necessary to comply with applicable deadlines will also be billed to the client.

Our firm bills for travel time at the attorney’s hourly rate, for the time it takes to travel from the office to our client and back, or the time it takes from the attorney’s residence to our client and back, whichever is less.

We always strive to work as efficiently as possible to minimize the costs to our clients. When possible, we will utilize an associate or a paralegal to assist with matters so that the City can benefit from the lower billing rate. We are also aware that there are times that it is financially prudent for the City to have a higher billing partner complete a task than a lower billing associate due to the fact that the partner may be able to complete the task in less time than an associate.

III. PREVIOUS CLIENTS
Because of confidentiality issues, we do not identify those employers for whom we have conducted outside investigations.

As the largest public sector labor and employment law firm in the state, we are fortunate to work with hundreds of public agencies on a wide range of matters. In the last three years, we have provided legal and training services to nearly 1,000 agencies. Below is a representative sample of clients for which we provided employment-related legal services.

Alameda County Housing Authority
City of Alameda
Alpine County
City of American Canyon
Amador County
Aptos/La Selva Fire Protection City
Town of Atherton
Bay Area Rapid Transit Authority (BART)
Ben Lomond Fire Protection City
Blue Lake Fire Protection City
City of Berkeley
City of Brentwood
Butte County
California Public Utilities Commission
California Department of Human
Resources
California Commission on Judicial
City of El Cerrito
El Dorado County
City of Elk Grove
City of Emeryville
City of Eureka
Feather River Recreation & Parks City
City of Fremont
City of Gilroy
City of Hayward
Humboldt Transit Authority
Kings County
City of Lathrop
City of Lakeport
Las Gallinas Valley Sanitary City
City of Lincoln
City of Lompoc
County of Marin
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Re: Request for Proposal – Public Sector Consulting Firm April 8, 2024

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Performance
California Sanitation Risk
Management Authority
City of Ceres
City of Chico
City of Citrus Heights
Colusa County
City of Colfax
Contra Costa Housing Authority
Contra Costa County
City of Cotati
City of Cupertino
City of Daly City
Dublin San Ramon Services City
City of East Palo Alto
City of Napa
City of Nevada
Nevada County
City of Newark
City of Novato
Novato Fire Protection City
Oakland Housing Authority
City of Oakley
City of Orinda
City of Oroville
City of Pacifica
City of Palo Alto
City of Petaluma
City of Pinole
City of Pleasant Hill
Pleasant Hill Recreation & Park City
Placer County
City of Pleasanton
Plumas County
City of Redding
City of Sausalito
County of Shasta
Siskiyou County
County of Sonoma
City of Sonoma
Stanislaus County
City of Stockton
Port of Stockton
Sanitary City No.1 of Marin County
City of Marina
Mariposa County
City of Manteca
City of Martinez
City of Menlo Park
Menlo Park Fire Protection City
Merced County
Merced County Housing Authority
Merced County Association of Governments
Mendocino County
Midpeninsula Regional Open Space City
Monterey County
Monterey County Regional Fire City
Napa County
City of Red Bluff
City of Richmond
City of Rocklin
City of Roseville
Sacramento Regional Fire/EMA
Communications Center
Sacramento Metropolitan Fire
City
County of Sacramento
Housing Authority of the County of San
Joaquin
City of San Pablo
City of Santa Rosa
City of San Ramon
San Mateo County
City of San Carlos
Belmont-San Carlos Fire Department
San Mateo County Harbor City
Santa Clara County Fire Department
Santa Clara County Transportation Authority
Town of Truckee
City of Ukiah
City of Vacaville
City of Vallejo
Valley of the Moon Fire Protection
City
City of Walnut Creek
Yuba County
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Ms. Krisha Lay
Re: Request for Proposal – Public Sector Consulting Firm April 8, 2024

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Sutter County
City of Tracy
Zone 7 Water Agency
IV. PRINICPAL STAFF CONTACTS
Our investigators are experts in employment and labor law and their expertise results in investigations that are focused, thorough and efficient. Hiring a member of LCW’s Investigations Practice Team means that the City to focus on business-critical tasks while knowing the investigation is being conducted by an experienced, unbiased attorney.

We recommend the following attorney-investigators for the City. Their complete resumes are included for your reference along with brief biographies below.

Shelline Bennett
Office Managing Partner, Fresno and Sacramento
JD, University of California, Hastings College of Law
BA, California State University, Fresno
Shelline Bennett has represented management in labor and employmentlaw matters for over 24 years. She has worked with both private and public employers, including cities, counties, special districts, housing authorities, and community colleges, as well as nonprofit organizations.

She has an extensive litigation background in both federal and state courts.

Shelline's practice also includes representation in disciplinary administrative hearings, arbitrations, mediations, and labor relations and negotiations, including serving as lead negotiator at bargaining tables. Shelline has served as a factfinding panel member in a number of factfindings under both the MMBA and EERA. She advises and counsels in all labor and employment-law matters, including the meet and confer process, wage and hour issues, disability and leave issues, and due process and disciplinary matters. Shelline represents employers not only in court but before the California Civil Rights Department, the Equal Employment Opportunity Commission, the Labor Commissioner, the Workers' Compensation Appeals Board, the California Unemployment Insurance Appeals Board, arbitrators, and Personnel and Civil Service Commissions.

Shelline is an Association of Workplace Investigators (AWI) Certificate Holder and conducts trainings for AWI. Shelline serves on the Executive Committee of the firm's Investigation Practice Group. An experienced investigator, Shelline provides guidance to LCW investigators, establishes firmwide best practices in the area and conducts harassment, discrimination, retaliation, and disciplinary-related investigations, including those of a sensitive nature and concerning high profile individuals. Shelline has extensive experience overseeing the entire #8..
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Re: Request for Proposal – Public Sector Consulting Firm April 8, 2024

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investigation process, including retaining outside investigators, preparing and analyzing investigation findings of fact, working with agencies in open and closed sessions, and providing legal conclusions and recommendations not only related to employees but elected individuals.

As Managing Partner of the Fresno and Sacramento offices, Shelline brings her extensive legal and management expertise to the numerous trainings and workshops she presents on topics including discrimination, harassment, retaliation, wage and hour, managing performance through evaluations, medical leave, discipline, hiring, firing, legal updates, Brown Act, ethics, and prevention of litigation. Shelline was recognized as a Northern California Super Lawyer in the years 2004, 2006 and 2008-2019. Shelline was also chosen as one of the Fresno Magazine's "Employment and Labor Super Lawyers" in 2009, and named one of the "Top Women Attorneys in Northern California" by San Francisco Magazine.

Shelline has served as the Chair, Vice Chair, and Secretary/Treasurer for the Litigation Section of the Federal Bar Association.

Morin I. Jacob
Office Managing Partner, San Francisco
Harvard University Kennedy School of Government, Senior Executives in State and Local Government
JD, University of San Francisco School of Law
BA, California State University, Stanislaus
Morin Jacob is the Managing Partner of the firm's San Francisco office, and is a seasoned litigator who handles all facets of defense-side employment litigation, from pre-litigation through jury trial and appeal.

Morin represents our clients on all labor and employment law, primarily working with Cities and Public Safety Departments, and also representing Counties and Special Cities.

Morin also has extensive experience in advising on, and conducting, internal affairs investigations and other workplace investigations. Morin has also testified as a witness in legal proceedings, defending her workplace investigations. She holds a certificate from the Association of Workplace Investigators and is a member of LCW’s Investigations Executive Team. Morin has conducted investigations into allegations involving embezzlement of sevenfigure dollar amounts, harassment, discrimination, retaliation, workplace violence, internal affairs investigations for police departments, and FBOR investigations for fire departments. She also conducts Title IX investigations for universities in areas including on and off-campus sexual assaults and harassment.

Prior to becoming the Managing Partner of the San Francisco office, Morin served as the Chairperson of the firm's statewide Public Safety Practice Group, which provides litigation and #8..
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Ms. Krisha Lay
Re: Request for Proposal – Public Sector Consulting Firm April 8, 2024

12403332.1 LC300-008
advice and counsel services to police and fire agencies throughout California. As a public safety lawyer, Morin represents agencies in binding arbitrations and other discipline appeal hearings.

For example, she represents BART Police Department and handles some discipline cases involving peace officers, even having secured the termination of a peace officer who was involved in the Oscar Grant shooting.

Morin is one of the firm's top litigators. Morin has first-chaired jury trials and successfully secured defense verdicts on behalf of her clients, even after appeal. Her jury trial experience includes defending against claims of retaliation for engaging in free speech, disability discrimination, sexual harassment, retaliation, and whistleblower allegations. Morin has also secured wins on summary judgment motions, motions to dismiss, motions for judgment on the pleadings, and demurrers. In addition to trials and arbitrations, she represents clients in administrative proceedings, including in arbitrations and before the CDCR, EEOC, DLSE, PERB, and EDD.

Morin handles high-profile litigation matters, defending lawsuits brought by heads of agencies such as County Administrative Officers, heads of departments, such as Finance Directors, and inhouse attorneys such as Deputy City Attorneys and Deputy County Counsel. Morin has also represented agencies and high-profile individual defendants in litigation, such as elected Board and City Council members, Fire Chiefs, Sheriffs, County Counsel, Controllers, and Police Chiefs.

Tony G. Carvalho
Associate, Fresno
JD, University of San Diego School of Law
MA, California State University, Fresno
BA, California State University, Fresno
Tony is a seasoned workplace investigator who regularly conducting investigations in matters pertaining to disciplinary issues, harassment and discrimination claims, wage and hour issues, labor relations, and reasonable accommodation and the disability interactive process.

Tony’s main areas of focus include police and fire investigatory/disciplinary issues, harassment and discrimination claims of all types, CA Labor Code/FLSA wage and hour issues, disability interactive process and reasonable accommodation, and labor relations.

Part of Tony’s advice and counsel practice concerns updates to client personnel policies for compliance with ever-changing state and federal law. Currently, Tony spends significant time #8..
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Ms. Krisha Lay
Re: Request for Proposal – Public Sector Consulting Firm April 8, 2024

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conducting workplace investigations, with a specialty in police and fire personnel internal investigations.

Tony’s practice also includes handling disciplinary appeals for LCW’s public agency clients, with an emphasis on handling disciplinary cases of public safety employees, including fire and police/sheriff personnel. Tony handles such cases from their inception through final decisions before arbitrators, administrative law judges, and local personnel commissions.

Tony also has significant experience in litigation, government claims, and EEOC/CDCR complaints, including drafting pleadings, motions, memoranda, written discovery, mediation briefs, and employer responses to EEOC/CDCR complaints.

Monica Espejo
Associate, Sacramento
JD, University of the Pacific, McGeorge School of Law
BA, San Francisco Conservatory of Music
Monica represents employers in matters pertaining to labor & employment and education. Monica works closely with our clients to guide them on a wide array of issues including employee and student discipline issues, investigations, terminations, contract disputes, and leave and accommodation issues. She also defends public agency clients against claims of harassment, discrimination, and retaliation.

Monica regularly investigates claims of harassment, discrimination, and retaliation. Monica is an excellent listener, an impartial observer, and makes findings that are fully supported by the evidence. She understands that each investigation requires a tailored approach to fully address the allegations, and has served as an impartial investigator for sensitive and complex complaints in the workplace. Monica has extensive employment litigation experience and, as an experienced litigator, utilizes her knowledge and experience to conduct thorough, unbiased, and legally compliant investigations.

Monica’s practice includes handling disputes through all phases of litigation from the pleading stage through trial, and she draws on this experience to help clients avoid litigation. Monica also provides advice and counsel to clients on employment-related claims and has conducted investigations into allegations of harassment and misconduct.

Monica is fluent in Spanish.
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Ms. Krisha Lay
Re: Request for Proposal – Public Sector Consulting Firm April 8, 2024

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Sue Ann Renfro
Associate, Fresno
JD, San Joaquin College of Law
BA, Colorado State University
Sue has over 24 years of litigation experience assisting educational institutions and public sector agencies in a variety of education and employment law matters. She has served as legal counsel to elementary, secondary and community college institutions for both the public and private sectors and has handled the defense of employers in actions brought by employees, former employees, applicants, and students. Sue has over 15 years of first-chair experience and has prevailed on behalf of clients in over 75% of the cases she has tried.

Sue is an experienced investigator who regularly conducts investigations into a variety of allegations, including discrimination, harassment, retaliation, ethics/standards of conduct, bullying, misconduct, and performance failures. She conducts investigations for a wide range of clients, including both public and private employers. Sue conducts investigation for non-profits and educational institutions. Sue’s experience includes investigations involving sensitive allegations, high profile individuals, and matters with significant media coverage.

Recently, Sue conducted an investigation whose allegations subsequently gave rise to a Grand Jury inquiry. The Grand Jury considered Sue’s investigation findings, and significant portions of her report were used as a part of the Grand Jury’s own determination.

Sue works with an eye to the future and potential litigation. Clients rely on Sue for thorough and timely work as well as for effective communications, including with clients’ governing boards.

In addition to her own investigation work, Sue assists clients in the retention of outside investigators. She helps clients form the scope of an investigation, oversees the process, and assists clients in evaluating appropriate action based on the investigation findings.

V. ADDITIONAL SERVICES
We have monthly newsletters on different topics that we provide to our clients free of charge to keep them aware of changes in the law, including Client Update and Legislative Roundup. We provide Special Bulletins via email for breaking matters that clients need to know. Additionally, our firm has workbooks available that are updated regularly to apprise clients on a wealth of topics within labor and employment law.

We provide review services to effectively meet and address the risks and challenges of this everchanging legal landscape, drawing on our legal expertise from representing employers in all aspects of labor and employment law. We use systematic auditing processes to ensure #8..
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Ms. Krisha Lay
Re: Request for Proposal – Public Sector Consulting Firm April 8, 2024

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compliance with the law and best management practices and provide practical recommendations. Our expertise in this area is reflected in LCW’s Liebert Library, which is our online collection of trusted reference materials and is an online resource for agency’s policy needs.

Our attorneys have extensive experience helping public employer clients audit their policies and practices. We can provide:
• Personnel Policies / Employee Handbook Audits
• Wage and Hour / Fair Labor Standards Act Audits
• Labor Agreement / MOU and Collective Bargaining Audits • Retirement and Benefits Audits
• Health Benefit Audits, including HIPAA and the Affordable Care Act • Human Resources and Management Audits
LCW has the capacity and availability to serve the City efficiently and effectively. As a matter of regular practice, we respond to calls and emails swiftly. As a local firm, we have the essential knowledge and relationships to effectively serve the City. Furthermore, the City would have access to all of the firm’s resources, statewide, including our associate attorneys, paralegals and our support specialists.

The City would have access to all of the firm’s resources, statewide, including our associate attorneys, paralegals and our litigation support specialist.

Conclusion
Thank you for the opportunity to submit our qualifications. We welcome the opportunity to assist the City of Modesto in investigations.

If we can provide additional information or if you would like to interview with any of our attorneys please contact me at (559) 256-7800 or [email protected]. #8..
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Shelline Bennett | © 2024 Liebert Cassidy Whitmore. All rights reserved.

Shelline
Bennett
Fresno and
Sacramento
Office Managing
Partner
559.256.7800
[email protected]
Shelline brings her 30 years of practicing exclusively in employment law, including at an international-law firm litigating cases, to the investigation practice. Shelline has represented management her entire career. With her knowledge and extensive experience, employers request Shelline for their high-level and high profile investigations into all employment issues, including harassment, discrimination, retaliation, and disciplinary-related investigations.

Shelline is also regularly called upon to train investigators in conducting legally compliant, thorough investigations that can withstand litigation scrutiny.

Shelline has served as a managing partner for over 25 years. She resides and works out of San Diego and regularly travels up and down the state managing offices in Central California and Sacramento. Shelline co-manages the firm’s investigation practice. In addition to serving as an investigator, Shelline has extensive experience overseeing the entire investigation process and can assist employers and their HR professionals with all aspects of an investigation, including retaining outside investigators, preparing the scope of investigation, analyzing investigation findings of fact, providing legal conclusions and recommendations, preparing investigators for testimony, and working with key employees and board members throughout the process.

Shelline regularly provides training to both in-house and independent investigators. She is a core faculty member of LCW’s Train the Investigator program, which meets the CRD Guidelines for investigators. Shelline is an Association of Workplace Investigators (AWI) Certificate Holder and conducts trainings for AWI. Shelline can be watched monthly on a TV employment-law update, where she speaks about investigation best practices.

Shelline earned her Juris Doctorate from the University of California, Hastings College of Law. #8..
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Shelline Bennett | © 2024 Liebert Cassidy Whitmore. All rights reserved.

Shelline has continued to be recognized consistently throughout her career including as a Northern California Super Lawyer, Top Women Attorneys in Northern California, and as a Labor and Employment Super Lawyer.

Education
JD, UC College of the Law, San Francisco (formerly UC Hastings) BA, California State University, Fresno
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Morin I. Jacob | © 2024 Liebert Cassidy Whitmore. All rights reserved.

Morin I.

Jacob
San Francisco
Managing
Partner
415.512.3000
[email protected]
Morin Jacob is the Managing Partner of the firm’s San Francisco office and co-manages the firm’s Investigations Practice Group. She has conducted workplace investigations into allegations including mass shootings and violence in the workplace; embezzlement of sevenfigure dollar amounts; claims of harassment, discrimination, and retaliation; allegations of fraud and theft; sexual misconduct; and failure to perform job duties. Morin has also testified as a witness in arbitrations and other legal proceedings, defending her workplace investigations. In addition to conducting workplace investigations, Morin oversees investigations conducted by other investigators.

Morin is regarded an expert in Investigations and is regularly invited to present at state and national conferences, such as for the Association of Workplace Investigators. Twice Morin has ranked in the “Top 75 Labor & Employment Lawyers” list published by the California Daily Journal, a premier publication for lawyers. Morin is an Associate of Workplace Investigators Certificate Holder (AWI-CH), after having completed the AWI Training Institute.

Morin earned her Bachelor’s degree from California State University, Stanislaus and her Juris Doctorate from the University of San Francisco School of Law. Through a competitive process, Morin attended the Senior Executives in State and Local Government course offered by Harvard University’s John F. Kennedy School of Government, where she studied cutting-edge policy issues.
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Morin I. Jacob | © 2024 Liebert Cassidy Whitmore. All rights reserved.

Education
JD, University of San Francisco School of Law
Harvard University Kennedy School of Government, Senior Executives in State and Local Government
BA, California State University, Stanislaus
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Tony G. Carvalho | © 2024 Liebert Cassidy Whitmore. All rights reserved.

Tony G.

Carvalho
Associate
559.256.7803
[email protected]
Tony G. Carvalho is a seasoned workplace investigator, regularly conducting investigations in matters pertaining to disciplinary issues, harassment and discrimination claims, wage and hour issues, labor relations, and reasonable accommodation & the disability interactive process.

In addition to conducting workplace investigations, Tony provides advice and counsel in all matters pertaining to employment and labor law. Tony also has significant experience in litigation, government claims, and EEOC/DFEH complaints, including drafting pleadings, motions, memoranda, written discovery, mediation briefs, and employer responses to EEOC/DFEH complaints. Tony’s investigation work is informed by his background in employment litigation.

Prior to joining Liebert Cassidy Whitmore, Tony received his JD from the University of San Diego School of Law, magna cum laude, and received his MA and BA in History from California State University, Fresno. Before pursuing a career as an attorney, Tony helped to manage his family’s farm in California’s Central Valley.

Education
JD, University of San Diego School of Law
MA, California State University, Fresno
BA, California State University, Fresno
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Monica M. Espejo | © 2024 Liebert Cassidy Whitmore. All rights reserved.

Monica M.

Espejo
Associate
916.584.7021
[email protected]
Monica has handled a variety of investigations and regularly investigates claims of harassment, discrimination, and retaliation. She understands that each investigation requires a tailored approach to fully address the allegations, and has served as an impartial investigator for sensitive and complex complaints in the workplace. Monica has extensive employment litigation experience and, as an experienced litigator, utilizes her knowledge and experience to conduct thorough, unbiased, and legally compliant investigations.

Monica graduated from the University of the Pacific, McGeorge School of Law in 2007. Prior to law school, Monica graduated from the San Francisco Conservatory of Music, where she majored in Classical Guitar Performance.

Education
JD, University of the Pacific, McGeorge School of Law
BA, San Francisco Conservatory of Music
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Sue Ann Renfro | © 2024 Liebert Cassidy Whitmore. All rights reserved.

Sue Ann
Renfro
Associate
559.256.7814
[email protected]
Sue Renfro is an attorney in LCW’s Fresno Office. Sue is an experienced investigator who regularly conducts investigations into a variety of allegations, including discrimination, harassment, retaliation, ethics/standards of conduct, bullying, misconduct, and performance failures. She conducts investigations for a wide range of clients, including both public and private employers. Sue conducts investigation for non-profits and educational institutions.

Sue’s experience includes investigations involving sensitive allegations, high profile individuals, and matters with significant media coverage.

Recently, Sue conducted an investigation whose allegations subsequently gave rise to a Grand Jury inquiry. The Grand Jury considered Sue’s investigation findings, and significant portions of her report were used as a part of the Grand Jury’s own determination.

Sue brings over 20 years of litigation experience to her work as an investigator. That experience provides a special lens as Sue conducts interviews and writes reports. Sue works with an eye to the future and potential litigation. Clients rely on Sue for thorough and timely work as well as for effective communications, including with clients’ governing boards.

In addition to her own investigation work, Sue assists clients in the retention of outside investigators. She helps clients form the scope of an investigation, oversees the process, and assists clients in evaluating appropriate action based on the investigation findings.

Sue earned her Bachelor of Arts in Technical Journalism from Colorado State University and her Juris Doctor from San Joaquin College of Law.

Education
JD, San Joaquin College of Law
BA, Colorado State University
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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: First Amendment to Legal Services Agreement with Oppenheimer Investigations Group, LLC
CONTACT: Christina Alger, Director of Human Resources
[email protected], 209-571-5126
DESCRIPTION:

Consider a First Amendment to the Legal Services Agreement with Oppenheimer Investigations Group LLP, Oakland, CA to conduct citywide Administrative Investigations increasing the Agreement amount by $40,000 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 and thirty interviews to be conducted for a single issue. These can be time-consuming 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.

For the above-mentioned reasons, the City utilizes the services of outside professionals to assist and conduct administrative investigations.
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Finance Committee, June 24, 2024
First Amendment to Legal Services Agreement with Oppenheimer Investigations Group, LLC

DISCUSSION:

In 2022, the Human Resources Department issued a Request for Proposals (RFP) for investigative services, in which Oppenheimer Investigations Group, LLP, Oakland, CA was selected. On September 13, 2022, by Resolution No. 2022-376, Council approved a Legal Services agreement with Oppenheimer Investigations Group in an amount not to exceed $100,000 with a termination date of September 11, 2024. It is requested that this agreement be amended to include an additional $40,000 for continued services due to on-going City needs.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which 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 “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.”
Staff recommends approving the First Amendment to the Legal Services Agreement with Oppenheimer Investigations Group LLP, Oakland, CA to complete ongoing matters in a total agreement amount not to exceed $140,000.

FISCAL IMPACT:

The total cost of this agreement will not exceed $140,000 for all services performed during the term of the agreement. All services will be paid by the department of the subject employee or subject department being investigated.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the First Amendment to the Agreement with Oppenheimer Investigations Group LLP, Oakland, CA to continue to complete ongoing important specific matters increasing the Agreement amount by $40,000 to a new total of $140,000; and forwarding to Council for approval.

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

1. First Amendment – Oppenheimer Investigations

2. Legal Services Agreement – Oppenheimer Investigations

3. Resolution No. 2022-376
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FIRST AMENDMENT TO LEGAL SERVICES AGREEMENT
This First Amendment to the Legal Services Agreement (this “First Amendment”), is made and entered into on ___ day of May 2024 (“Effective Date”), by and between the CITY OF MODESTO, a California Municipal Corporation (“City”), and OPPENHEIMER INVESTIGATIONS GROUP LLP, (“Attorney”), located at 1300 Clay Street, Suite 600, Oakland, California 94612. City and Attorney are hereinafter collectively referred to as the “Parties,” and singularly as “Party”.

RECITALS
WHEREAS, City and Attorney entered into that certain Legal Services Agreement on 13th day of September, 2022, (“Agreement”) to provide legal advice, representation and assistance to City 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 the Agreement; and
WHEREAS, an ongoing investigation needs to be completed; and WHEREAS, City and Attorney desire to amend the Agreement for further service by increasing the previously approved amount of fees from $100,000 to $140,000.

NOW, THEREFORE, it is hereby agreed that the Legal Services Agreement between the City of Modesto and OPPENHEIMER INVESTIGATIONS GROUP LLP dated September 13, 2022 and approved by Resolution No. 2022-376, is amended as follows:

1. Section 2(a) of Paragraph 2, “Fees and Costs,” is amended to state as follows:
“The total of all fees paid to Attorney for the performance of all services set forth in Section 1 (thereafter the “Service”), and for all authorized Reimbursable Expenses (as defined hereafter), shall not exceed a total sum of one hundred and forty thousand dollars ($140,000).”

2. Entire Agreement. The parties to this First Amendment understand and agree that except as stated herein all terms and conditions of the original Agreement, dated September 13, 2022, remain in full force and effect to the extent they are not in conflict with this First Amendment. This document, including all exhibits, contain the entire amendment to the Agreement between the Parties and supersedes whatever oral or written understanding they may have had prior to the execution of this First Amendment. No alteration to the terms of this First Amendment shall be valid unless approved in writing by Attorney and by City, in accordance with applicable provision of the Modesto City Code.
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3. Authority. The person signing this First Amendment for Attorney hereby represents and warrants that he/she is fully authorized to sign this First Amendment on behalf of Attorney and to bind Attorney to the performance of its obligations hereunder.

IN WITNESS WHEREOF, the Parties have executed this First Amendment 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:

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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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 1 LEGAL SERVICES AGREEMENT
This Agreement for Legal Services (this “Agreement”) is made and entered into on the ___ day of September 2022 (“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 1442 A Walnut Street, #234, Berkeley, California 94709. 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 September 13, 2024 unless sooner terminated as provided in Section 7.

DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D 13th
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 2 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 $0.56 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.
iv. City reserves the right to audit all invoices.
v. Payments to Attorney shall be made within a reasonable time after receipt DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D #9..
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 3 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, DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D #9..
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 4 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.

DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D #9..
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 5

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 error, omission or malpractice.

DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D #9..
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 6 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 DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D #9..
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 7 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 DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D #9..
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 8 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 DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D #9..
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 9 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.

DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D #9..
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 10 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 DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D #9..
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 11 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.

DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D #9..
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 12 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: Amy Oppenheimer
Contact Information: Contact Information:
1010 Tenth Street, 6th Floor
Modesto, CA 95353
Phone: (209) 577-5288
1442A Walnut Street, #234
Berkeley, CA 94709
Phone: (510) 393-4212

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 warrants that he/she is fully authorized to sign this Agreement on behalf of Attorney and DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D #9..
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 13 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
________________________________
Christina D. Alger, Director of Human Resources
[Signatures Continued on Next Page.]
DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D 9/23/2022
#9..
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 14 ATTORNEY:

AMY OPPENHEIMER
______________________________________
______________________________________
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
DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D Managing Partner
#9..
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Legal Services Agreement
City of Modesto and Oppenheimer Investigations Group, LLP 15

EXHIBIT A
Oppenheimer Response to RFP
DocuSign Envelope ID: B395BA4F-9DE6-4391-A116-5330B4B8FF9D #9..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 24, 2024
Date: June 3, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Purchase Order Increase for Six Ford Interceptors with Tracy Ford CONTACT: Patrick Crowley, Senior Public Works Manager, [email protected], 209-342-2274
DESCRIPTION:

Consider the price increase of Purchase Order 216609 for Tracy Ford, Tracy, CA by $96,302 for six Ford Interceptor Patrol Sport Utility Vehicles and forwarding to Council for approval. (Funding Source: Fleet Replacement Fund)
STRATEGIC PLAN ELEMENT:

This item supports the City of Modesto 2020-2025 Strategic Plan Area of Focus: Governance and Service Delivery: “Build community trust in City government through responsive, transparent and efficient service delivery; Goal H: achieve long-term financial sustainability.

BACKGROUND:

On September 28, 2021, the Purchasing Division issued Request For Bid (RFB) 2122-22 for six Ford Police Interceptors on the City’s Public Bidding site, PlanetBids. Prospective bidders were notified online and via email of the bid opportunity. Eleven companies downloaded the RFB document. On October 16, 2021, bids were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Four vendors chose to respond and there were no local bids received. Based on providing the lowest responsive and responsible bid, City staff recommended awarding the six Ford Police Interceptors to Tracy Ford, Tracy, CA for a total cost not to exceed $241,425. On January 11, 2022, by Resolution 2022-015, Council approved the purchase of the six Police Interceptors from Tracy Ford, Tracy, CA.

DISCUSSION:

After the Purchase Order was issued to Tracy Ford it was expected to make the next order bank for Ford Motor Company’s manufacturing schedule from the factory. Unfortunately, the industrywide parts supply chain experienced significant delays. Additionally, the dealership had a significant turnover in staff similar to the one experienced by the Public Works Fleet Division #10..
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Finance Committee, June 24, 2024
Purchase Order Increase for Six Ford Interceptors with Tracy Ford

resulting in loss of focus on tracking the order. Since then, Finance, Purchasing and Public Works Administration staff worked with the dealership to determine the status of the Purchase Order. The order has been fulfilled through Ford Motor Company and delivered to the dealership. Unfortunately, due to the delay in receiving the vehicles, prices have increased, by an additional $96,302 for a new cost of $337,727, which is an increase in cost of 40 percent.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which 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(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.”
The cost increase over the original bid is in alignment with current pricing and it is the recommendation from staff to increase the purchase order to continue the order and delivery of the law enforcement vehicles.

FISCAL IMPACT:

The anticipated cost increase of $96,302 will be absorbed within the current Public Works Fleet Replacement Fund in account 5409-53246-57003 budget.

Staff examined the price increase against the recent order placed through the State of California, Department of General Services – Procurement Division, Statewide Contract 1-22- 23-14C Enforcement Vehicles, Police Pursuit. The cost comparison is outlined below.

Cost Comparison Table
Agreement Per Unit Cost Increase Total Cost % Diff.

State Contract $61,158.24 N/A $61,158.24 N/A
Tracy Ford $40,237.34 $16,050.32 $56,287.66 40%
Variance ($20,920.90) $16,050.32 ($4,870.58)
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the price increase of Purchase Order 216609 for Tracy Ford, Tracy, CA by $96,302 for six Ford Interceptor Patrol SUVs from $241,425 for a revised total amount not to exceed $337,727 and forwarding to Council for approval. #10..
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Finance Committee, June 24, 2024
Purchase Order Increase for Six Ford Interceptors with Tracy Ford

Approved by:

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

1. Resolution 2022-015

2. Purchase Order 216609

3. Tracy Ford Invoice

4. Tracy Ford Price Breakdown

5. Price Increase Breakdown
#10..
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PURCHASE ORDER
City of Modesto
Purchasing Division
1010 Tenth St.,Suite 5300
Modesto, CA, 95354
Tel: (209) 577-5405 Fax: (209) 544-8821
Purchase Order No: 216609
Deliver By : 15-JAN-2022
FOB :

Terms : Net 30
Buyer : Kimberly Presson
Requestor : Cynthia Sypolt
Issue Date : 18-JAN-2022
Page : 1 of 2 Revision:

Vendor: Ship To: Invoice To:

TRACY FORD
3500 AUTO PLAZA WAY
TRACY,CA, 95304POL_SPACE?>
PW.Fleet Services Administration
1609 8th Street
Modesto, CA 95354
City of Modesto Accounts Payable
PO Box 642
Modesto, CA 95353

Vendor Contact: Email: Fax:

LINE QTY UOM ITEM - DESCRIPTION UNIT PRICE EXTENDED PRICE 1 6 Each NEW AND UNUSED - 4-DOOR FORD POLICE

INTERCEPTOR, ALL WHEEL DRIVE UTILITY
VEHICLE WITH 500A, POLICE INTERCEPTOR
EQUIPMENT GROUPFY 21/22, LINES 15-20
37,294.0500 223,764.30
2 6 Each SALES TAXFY 21/22, LINES 15-20 2,934.5400 17,607.24 3 6 Each TIRE RECYCLING FEEFY 21/22, LINES 15-20 8.7500 52.50 Note to Supplier: RESO #2022-15 for RFB 2122-22
SALES TAX: $ 0.00

IMPORTANT INSTRUCTIONS

1. EMAIL INVOICE PROMPTLY TO [email protected].

2. INVOICE EACH PURCHASE ORDER SEPARATELY.

3. ALL ITEMS F.O.B DESTINATION UNLESS OTHERWISE SPECIFIED.

4. CITY RESALE PERMIT NO.SRAM 28-043875.

5. ORDER SUBJECT TO CONDITIONS SET FORTH ON FACE OF ORDER AND ATTACHED TERMS AND CONDITIONS.

TOTAL: $ 241,424.04

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PURCHASE ORDER-TERMS & CONDITIONS

1.PAYMENTS: Payments shall be made upon submission of itemized invoices in duplicate at the prices stipulated herein for supplies delivered and accepted or services rendered and accepted, less deductions, if any, as herein provided. Payment for partial deliveries may be made whenever amounts due so warrant or when requested by the Vendor and approved by the Purchasing Manager.

2.INSPECTION: All materials and workmanship are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event articles or services are detective or not in conformity with this order, the City shall have the rights to either reject the items or require correction. Defective articles or services shall be removed from City premises and/or corrected by and at the expense of the Vendor. Failure to inspect and accept or reject shall not relieve the Vendor from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

3.RESPONSIBILITY: Unless otherwise specified, the Vendor shall be responsible for all items covered by this Purchase Order until delivered at the designated delivery point and the Vendor shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.

4.SHIPMENT: All items F.O.B. Destination unless otherwise specified. When authorized, freight to be prepaid. Do not ship collect. Original receipted freight bill must accompany 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 the Vendor.

5.CHANGES: This Purchase Order may at any time, by written order, be changed in regard to the materials or service to be furnished, quantities ordered, unit price, discount, delivery point or arrange¬ments, terms or any other matters affecting a valid order. 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.

6.WARRANTY: Notwithstanding any other provisions of the order, Vendor warrants that the materials, supplies or other services furnished shall be of the most suitable grade and exactly as specified in this order. Such warranty shall include the following:
performance, workmanship, labor, materials, seller's design or engineering contributions. If a defect is discovered In any item of materials, supplies or services covered in this order, Vendor shall correct at its expense, including transportation/freight, such defects as are reported within one year of final acceptance. Upon expiration of the applicable warranty period. all such liability shall terminate except for fraud, or such gross mistakes as amount to fraud, latent defects or specific failure to comply with the terms of this order.

7.DISCOUNT: In connection with any discount offered, time will be computed from date of delivery to carrier when delivery and acceptance are at point of origin, or from date of delivery and acceptance if at destination or from date correct Invoice is received by City if invoice date is later than date of delivery.

8.INSURANCE: All orders where work, maintenance, or service is performed on City property require appropriate insurance and indemnification. Services will be suspended without proper insurance certificates being on file with the City. Contact the City Purchasing Office to verify the type and amount of insurance required.

9.EXEMPTIONS: The City is exempt from payment of Federal Excise Tax. All invoices shall be exclusive of such excise lax. If purchase is not subject to Sales Tax, the statement tor resale will appear in body of Purchase Order.

10.INFRINGEMENT: Vendor agrees to protect. indemnify and save harmless the City as buyer, its agents, officers, employees, and volunteers from any claim, loss or damage from infringement of trademarks patents, copyrights and unfair competition action with respect to this Purchase Order.

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

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

13.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 claim 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.

14.DISPUTES: All disputes concerning questions of fact which may arise under this Purchase Order, and not disposed of by mutual consent, shall be decided by the Purchasing Manager.

15.OFFER AND ACCEPTANCE: Vendor represents its acceptance to provide products and/or services as follows: City's offer to purchase products and/or services is expressly conditioned upon Vendor's assent to the terms and conditions set forth in City's purchase order documents, specifications, supporting data, and these articles. Vendor agrees that Vendor's Order Acknowledgment terms and conditions received prior to, during, or after order placement by City are hereby rejected. City purchase orders signed by the City's Purchasing Manager or his/her designated agent and issued to Vendor constitute written notification to Vendor of City's rejection of any and all of Vendor Order Acknowledgments, counter offers and changes to the City's terms and conditions.

16.CANCELLATION: The City reserves the right to cancel the order with the vendor upon failure to meet contractual expectations and/or obligations, as recommended by the Purchasing Manager or his/her designee. Either party may terminate the contract in its unilateral discretion for any or no reason by providing at least sixty(60) days written notice of its desire to terminate.

17.ASSIGNMENT: Neither this purchase order nor any portion thereof shall be subcontracted or assigned without the written consent of the City in each and every instance.

18.MISCELLANEOUS: Time is of the essence in each and every provision of this purchase order. #10..
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DEALER VIN
Suggested Retail Price Invoice Amount
This Invoice may not reflect the final cost of the vehicle in view of the possibility of future rebates, allowances, discounts and incentive awards from Ford Motor Company to the dealer.

Sold to
Order Type Ramp Code Batch ID Price Level
Ship to (if other than above) Date Inv. Prepared Item Number Transit Days Ship Through
Invoice & Unit Identification NO. Final Assembly Point Finance Company and/or Bank HB Invoice Total A & Z Plan D Plan X Plan FPA
This invoice to be used for the billing of vehicles only Dealer’s copy AA
49676.59
Tracy Ford 72A463
3500 Auto Plaza Way
Tracy CA 95304 1FM5K8AB1RGA28999 CHICAGO 01 30 24 72-C114 21 K8A7 POLICE INTER UTILITY AWD 47165 00 45750 00
SPECIAL FLEET ACCOUNT CREDIT 1407 00-
2024 MODEL YEAR

UM AGATE BLACK METALLIC
96 EBONY CLOTH FRT/VINYL REAR

INCLUDED ON THIS VEHICLE
EQUIPMENT GROUP 500A

OPTIONAL EQUIPMENT/OTHER
.AM/FM STEREO
99B 3.3L TI-VCT V6 ENGINE 2830 00- 2661 00-
44U 10-SPEED AUTO TRANSMISSION NC NC
JOB #2 ORDER
16D BADGE DELETE NC NC
17T CARGO DOME LAMP -RED/WHITE 50 00 47 00
425 50 STATE EMISSIONS NC NC
43D COURTESY LAMP DISABLE 25 00 24 00
47A POLICE ENGINE IDLE FEATURE 260 00 244 00
51S DRIVER AND PASS LED SPOT LAMP 620 00 582 00
59B KEYED ALIKE -KEY CODE B 50 00 47 00
59W 4G LTE WI-FI HOTSPOT CREDIT 20 00- 18 00-
60R NOISE SUPPRESSION BOND STRAPS 100 00 94 00
65X STNLS STL HUB WHL CVR CREDIT 50 00- 47 00-
66A FRONT HEADLAMP LIGHT SOLUTION 895 00 841 00
.WIRING GRILL/LAMP/SIREN/SPKRS
66B TAIL LAMP LIGHTING SOLUTION 430 00 405 00
66C REAR LIGHTING SOLUTION 455 00 428 00
68G REAR DR HNDL AND LOCKS INOPR 75 00 71 00
76D DEFLECTOR PLATE 335 00 315 00
76R REVERSE SENSING SYSTEM 275 00 259 00
85R REAR CONSOLE MOUNTING PLATE 45 00 42 00
86T REAR TAILLAMP HOUSING NC NC
90E LH/RH BALLISTIC DOOR PNL III 3170 00 2979 00
92R SOLAR TINT 2ND ROW ONLY 85 00 80 00

FLEX-FUEL CAPABILITY
153 FRONT LICENSE PLATE BRACKET NC NC
TOTAL OPTIONS/OTHER 3970 00 3732 00
TOTAL VEHICLE & OPTIONS/OTHER 51135 00 48075 00
DESTINATION & DELIVERY 1595 00 1595 00
___________
TOTAL FOR VEHICLE 52730 00
FUEL CHARGE 5 94
CA NEW MTR VEHICLE BOARD FEES 65
SHIPPING WEIGHT 4535 LBS.

TOTAL 52730 00 49676 59
5B CA84 RA301 415 1024 72A463 1FM5K8AB1RGA28999 Ford Motor Credit 000001 Tracy Ford (209) 879-4700
RGA28999
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Qty Description Quoted Price Revised Price Price Increase 1 Police Interceptor Vehicle 4 Door $37,294.05 $49,676.00 1 Paint (roof & doors) $1,900.00
1 Doc Fees $85.00
1 Sales Tax $2,934.54 $4,584.91
1 Tire Recyclinbg Fee $8.75 $8.75
1 EVR Fee $33.00
1 Each Interceptor $40,237.34 $56,287.66 $16,050.32
6 Six (6) Interceptors $241,424.04 $337,725.96 $96,301.92 Tracy Ford PO#216609
Ordered 1-15-2022
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 24, 2024
Date: May 30, 2024
TO: Finance Committee:

Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Second Amendment with Champion Industrial for On-Call Plumbing Services CONTACT: Gabe DaSilva, Facilities Manager, [email protected], 209-577-5319 DESCRIPTION:

Consider the Second Amendment with Champion Industrial Contractors Inc. Modesto, CA for On-Call Plumbing Services increasing the Agreement amount by $120,000 for a new total amount of $552,370, within the term of the Agreement and forwarding to Council for approval. (Funding Source: General Fund, Utility Funds, Centre Plaza, Golf Fund and Building Maintenance Fund)
STRATEGIC PLAN ELEMENT:

This action supports the 2020-2025 City of Modesto Strategic Plan Area of Focus: 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 City has a need for on-call plumbing services at city properties on an “as needed” basis.

Utilities, Parks, Police and Fire Departments, as well as Building Services, use on-call plumbing services. This citywide contract is for residential and commercial plumbing repairs, addressing issues that arise from city-related construction and maintenance events. The contract includes parts and components and will be charged at the Contractor’s landed cost, less any earned discounts, plus a 10% mark up and labor costs.

On November 18, 2018, by Resolution No. 2018-496, Council authorized the award of bid for the furnishing of On-Call Plumbing Services at city properties to Champion Industrial Contractors, Inc., for a two-year agreement with three one-year extension options, for an annual cost not to exceed $68,000 and a total amount not to exceed $361,089 over five years. #11..
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Finance Committee, June 24, 2024
Second Amendment with Champion Industrial for On-Call Plumbing Services

On September 26, 2023, by Resolution No. 2023-428, Council authorized the first amendment for On-Call Plumbing Services with Champion Industrial Contractors, Inc., to increase the agreement amount by $86,250 to a total revised amount not to exceed $432,370 through the term of the agreement, and extending the term date from November 5, 2023, to May 5, 2024.

On April 23, 2024, under Resolution 2024-135 Council approved the Award of Bid for the furnishing of On-Call Plumbing Services agreement to Mark III Construction, DBA M3 Service Sacramento, CA and Champion Industrial Contractors, Inc. Modesto, CA for a total combined amount not to exceed $593,127 over five years.

Projects were completed prior to the new agreements being executed; thus, the previous agreement must capture these charges.

DISCUSSION:

Due to the challenges with deferred maintenance of the City’s aging facilities, there has been an increase in the use of on-call plumbing services. A fair amount of these unanticipated plumbing services were due to underground failures. In addition, over the last couple of months, there has been a huge increase in theft of backflow devices at various locations resulting in replacement parts and lift station repairs. At the Modesto Police Department there were two emergency repairs, the first was a sewage pump, and the second was a water heater resulting in a combined repair expense. Other repairs in City facilities including but not limited to, John Thurman Field, Modesto Centre Plaza and Modesto Fire Stations have triggered the need to amend the current agreement with additional funding.

City staff are currently working on a Facility Condition Assessment which will allow the City to plan for the deferred maintenance priorities needed to address maintenance services and avoid these unexpected maintenance services needed. Staff recommends a second amendment to the agreement for On-Call Plumbing Services increasing the annual costs from $432,370 to $552,370 to cover pending invoices for services rendered against this agreement.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which 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(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar good or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.”
FISCAL IMPACT:

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

Below is a five-year spending history for on-call plumbing services:

Period Amount
Year 1 $59,416
Year 2 $67,132
Year 3 $62,948
Year 4 $64,000
Year 5 $157,647
Total $411,143
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Finance Committee, June 24, 2024
Second Amendment with Champion Industrial for On-Call Plumbing Services

The proposed increase of $120,000 is due to emergency repairs not anticipated and will be funded through the current FY 2023-24 budget and allocated among the various divisions listed below.

Division Increase Agreement Amount
Modesto Police Department $105,384
Modesto Fire Department $4,932
Parks, Recreation &
Neighborhoods Department $8,484
Utilities Department $1,200
Total $120,000
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Second Amendment with Champion Industrial Contractors Inc.

Modesto, CA for On-Call Plumbing Services and increasing the Agreement amount by $120,000 for a new total amount of $552,370; and forwarding to Council for approval.

Approved by:

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

1. Champion Industrial – 2nd Amendment

2. Champion Industrial – First Amendment

3. Champion Industrial – Original Agreement
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1 SECOND AMENDMENT TO PURCHASE AGREEMENT

FOR ON-CALL PLUMBING SERVICES
This SECOND AMENDMENT to the PURCHASE 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 CHAMPION INDUSTRIAL, MODESTO, CA hereinafter collectively referred to as CONTRACTOR.

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

A. A PURCHASE AGREEMENT NO. 149016, hereinafter referred to as “AGREEMENT” was entered into by and between CITY and CONTRACTOR on the 6TH day of November 2018 for on-call plumbing services, on an as needed basis.

B. CITY and CONTRACTOR approved the First Amendment to the AGREEMENT on the 26th day of September 2023 increasing the total amount not to exceed to $432,370, extending the term date through May 5, 2024, and approving the price increase.

C. CITY and CONTRACTOR desire to amend the AGREEMENT to increase the compensation paid for services amount by $120,000 for a revised total amount to not exceed $552,370 over the term of the AGREEMENT.

D. All other provisions of the AGREEMENT shall remain in effect.

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

1. The AGREEMENT is hereby amended to increase the maximum compensation paid for services amount by $120,000 for a revised total amount not to exceed $552,370 over the term of the AGREEMENT.
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2 2. Except as modified and amended by the FIRST AMENDMENT, and this SECOND AMENDMENT to the AGREEMENT, all other provisions of the AGREEMENT shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has authorized the execution of this SECOND AMENDMENT to the PURCHASE AGREEMENT by its Director of Finance under authority of Resolution No. _____, adopted by the Council of the City of Modesto on the _______ day of __________________, 2024, and CHAMPION INDUSTRIAL has caused this SECOND AMENDMENT to the PURCHASE AGREEMENT to be duly executed. #11..
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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement:

Vendor Name: Division:

Contact Person: Extension:

Attorney Reviewer Name:

The attached agreement is the final agreement approved by Council on and pulled from Unity for routing via DocuSign.

The attached agreement is the final version approved through the under $50,000 Unity Workflow review and pulled from Unity for routing via DocuSign.

PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
DocuSign Envelope ID: 0E2D3DD4-0C2E-4225-9D09-84BC20FFB2A1 09/26/2023
First Amendment to Agreement 149016 - On-call plumbing
X

CHAMPION INDUSTRIAL CONTRACTORS
X
Finance
Juana Lynch
X
75369
Alex Mog
X
X
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1 FIRST AMENDMENT TO PURCHASE AGREEMENT

FOR ON-CALL PLUMBING SERVICES
This FIRST AMENDMENT to the PURCHASE AGREEMENT, made and entered into in the City of Modesto, State of California, this _______ day of __________________, 2023, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and CHAMPION INDUSTRIAL, MODESTO, CA hereinafter collectively referred to as CONTRACTOR.

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

A. A PURCHASE AGREEMENT NO. 149016, hereinafter referred to as “AGREEMENT” was entered into by and between CITY and CONTRACTOR on the 6 TH day of
November 2018 for on-call plumbing services, on an as needed basis.

B. CITY and CONTRACTOR desire to amend the AGREEMENT by extending the termination date from November 5, 2023, to, May 5, 2024, adding a six-month extension option.

C. CITY and CONTRACTOR desire to amend the AGREEMENT to increase the compensation paid for services amount by $86,250 for a revised total amount to not exceed $432,370 over the term of the AGREEMENT.

D. CITY and CONTRACTOR desire to amend the AGREEMENT to increase the afterhours hourly rate from $154.57 to $180.51.

E. All other provisions of the AGREEMENT shall remain in effect.

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

1. The First Paragraph of Section 1 of the AGREEMENT shall be amended to include the following:

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2 Year 6: November 6, 2023, to May 5, 2024

2. The AGREEMENT is hereby amended to increase the maximum compensation paid for services amount by $86,250 for a revised total amount not exceed $432,370 over the term of the AGREEMENT.

3. The AGREEMENT is hereby amended to increase the afterhours hourly rate to $180.51.

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has authorized the execution of this FIRST AMENDMENT to the PURCHASE AGREEMENT by its Director of Finance on the _______ day of __________________, 2023, and CHAMPION INDUSTRIAL has caused this FIRST AMENDMENT to the PURCHASE AGREEMENT to be duly executed.

DocuSign Envelope ID: 0E2D3DD4-0C2E-4225-9D09-84BC20FFB2A1 September 26th
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BY: ________________________________________ BY: ________________________________________ VENDOR –

NAME/TITLE -DATE
DEANNA CHRISTENSEN –

DIRECTOR OF FINANCE -DATE
DocuSign Envelope ID: 0E2D3DD4-0C2E-4225-9D09-84BC20FFB2A1 10/6/2023
COO
10/06/23 10/6/2023
10/6/2023
City of Modesto
Finance Department
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

September 26, 2023
Date: September 12, 2023
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: First Amendment – On-Call Plumbing Services
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164 DESCRIPTION:

Consider approving the First Amendment for On-Call Plumbing Services with Champion Industrial Contractors, Inc., Modesto, CA to a revised total amount of $432,370 through the term of the Agreement. (Funding Source: General Fund, Utility Funds, Centre Plaza, Golf Fund and Building Services 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 City has a need for on-call plumbing services at city properties on an “as needed” basis.

Utilities, Parks, Police and Fire Departments, as well as Building Services, use on-call plumbing services. This citywide contract is for residential and commercial plumbing repairs, addressing issues that arise from city-related construction and maintenance events. The contract includes parts and components and will be charged at the Contractor’s landed cost, less any earned discounts, plus a 10% mark up and labor costs.

On November 6, 2018, under Resolution 2018-496, Council approved the Award of Bid for the furnishing of on-call plumbing services for City property with Champion Industrial Contractors Inc., Modesto, CA, for a two-year agreement with three (3) one-year extension options for an annual cost not to exceed $68,000 and a total amount not to exceed $361,089 over five years.

This agreement is scheduled to expire on November 5, 2023.

DISCUSSION:

With the aging and the challenges with the deferred maintenance for City’s facilities, there has been an increase of the use of on-call plumbing services. A fair amount of these unanticipated plumbing services were from underground failures (Fire Stations, Modesto Police Department #7..
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City Council, September 26, 2023
First Amendment – On-Call Plumbing Services

Station, John Thurman Field and Centre Plaza). In the last couple months, huge increase in theft of backflow devices ranging from $3,000 - $4,000 has triggered the need for these services. In addition, with staff turnover in the Building Services Division it has triggered a need to utilize the plumbing services to ensure the City has adequate coverage for these types of services.

City staff is currently working on a Facility Condition Assessment which will allow the City to plan for the deferred maintenance priorities needed to address maintenance services and avoid these unexpected maintenance services needed. The Purchasing Division is currently working with City departments to facilitate a new formal bid or options for utilizing a cooperative agreement for these services which is why an additional six-month extension is needed to allow for additional time for the completion of this process. In preparation of awarding a new agreement should be completed by the end of the first quarter of 2024 and extending this current agreement until May 2024 will provide sufficient time for the necessary approvals needed for the new agreement.

FISCAL IMPACT:

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

Below is a five-year spending history for on-call plumbing services:

Period Amount
Year 1 $ 59,416
Year 2 $ 67,132
Year 3 $ 54,737
Year 4 $ 63,087
Year 5 $ 65,337
Total $ 309,709
The proposed increase of $86,250 will be funded through the current FY 2023-24 budget and allocated amongst the various funds listed below.

Fund
Increase
Agreement
Amount
General Fund $ 39,272
Water Fund $ 23,446
Wastewater Fund 605 $
Golf Fund $ 3,185
Centre Plaza $ 9,927
Building Services 9,815 $
Total $ 86,250
COMMITTEE RECOMMENDATION:

This item was presented at the September 11, 2023 Economic Development Committee and approved to move forward to Council.
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City Council, September 26, 2023
First Amendment – On-Call Plumbing Services

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the First Amendment for On-Call Plumbing Services with Champion Industrial Contractors, Inc., Modesto, CA to increase the Agreement amount by $86,250 to a total revised amount not to exceed $432,370 through the Term of the Agreement, extending the Term Date from November 5, 2023, to May 5, 2024, and authorizing the City Manager or his designee to execute the Amendment.

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

1. Resolution

2. First Amendment

3. Original Agreement
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09/26/2023/Finance/DLove/Item 7 1 2023-428

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-428

RESOLUTOIN APPROVING THE FIRST AMENDMENT FOR ON-CALL

PLUMBING SERVICES WITH CHAMPION INDUSTRIAL CONTRACTORS, INC., MODESTO, CA TO INCREASE THE AGREEMENT AMOUNT BY $86,250 TO A TOTAL REVISED AMOUNT NOT TO EXCEED $432,370 THROUGH

THE TERM OF THE AGREEMENT, EXTENDING THE TERM DATE FROM NOVEMBER 5, 2023, TO MAY 5, 2024, AND AUTHORIZING THE CITY

MANAGER OR HIS DESIGNEE TO EXECUTE THE AMENDMENT
WHEREAS, the City has a need for on-call plumbing services at city properties on an “as needed” basis. Utilities, Parks, Police and Fire Departments, as well as Building Services, use on-call plumbing services; and
WHEREAS, this citywide contract is for residential and commercial plumbing repairs, addressing issues that arise from city-related construction and maintenance events; and
WHEREAS, this Agreement is scheduled to expire on November 5, 2023; and WHEREAS, City staff is currently working on a Facility Condition Assessment which will allow the City to plan for the deferred maintenance priorities needed to address maintenance services and avoid these unexpected maintenance services needed; and
WHEREAS, the Purchasing Division is currently working with City departments to facilitate a new formal bid or options for utilizing a new cooperative agreement for these services which is why an additional six-month extension is needed to allow for additional time for the completion of this process and to continue to receive these services in the interim; and
WHEREAS, an amendment to extend the term of the contract is necessary to continue to receive the services.

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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 24, 2024
Date: May 30, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreement with East Bay Municipal Utility District for Disposal of Non-Hazardous Brine Waste
CONTACT: Manuel Martinez, (Acting) Water Division Manager, [email protected], 209-342-4592
DESCRIPTION:

Consider an Agreement with East Bay Municipal Utility District (EBMUD), Oakland, CA for the disposal of non-hazardous brine waste for a total amount not to exceed $352,450 over three years and forwarding to Council for approval. (Funding Source: Water Fund) STRATEGIC PLAN ELEMENT:

The recommended action supports the City’s 2020-2025 Strategic Plan Initiatives, Goal D:

Provide safe, efficient and reliable infrastructure through proactive community investment, maintenance and sustainability efforts.

BACKGROUND:

The City operates a water treatment facility in the community of Grayson and this facility provides safe and reliable drinking water for residents and requires non-hazardous brine waste disposal services. Water Division staff, from the Utilities Department, must treat the well water in Grayson for naturally occurring high nitrates and is required to dispose of the gray water that is produced by this treatment system to meet State Water Resources Control Board regulations.

Brine waste has been delivered to East Bay Municipal Utility District (EBMUD) since initial operations of this treatment plant in 2007. The City’s wastewater treatment plant permit does not allow the disposal of brine waste at its facility.

On August 6, 2014, by Resolution No. 2014-305, Council approved awarding a sole source procurement for the disposal of gray water to EBMUD, Oakland, CA for a two-year agreement with three one-year extension options at the sole discretion of the City, and authorizing the #12..
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Finance Committee, June 24, 2024
Agreement with East Bay Municipal Utility District for Disposal of Non-Hazardous Brine Waste

Purchasing Manager, or her designee, to issue a purchase agreement for an estimated annual cost of $27,000 and $135,000 over five years.

On September 11, 2018, by Resolution No. 2018-394, Council approved an increase to the purchasing agreement with EBMUD of $73,710, for a new total amount not to exceed $208,710.

On June 11, 2019, by Resolution No. 2019-266, Council approved a sole source agreement with EBMUD for an annual cost not to exceed $66,150, with an annual increase of $0.01 per gallon annually, and a 15% contingency for potential increases for a total not to exceed $489,037 over five years.

On October 8, 2019, by Resolution No. 2019-459, Council approved an amendment to the purchasing agreement with EBMUD, increasing it by $72,387 from $489,037 to a new total amount of $561,425.

The current agreement with EBMUD, Agreement # 162136, expires on July 31, 2024.

DISCUSSION:

The City of Modesto operates two wells at a water treatment facility in the community of Grayson, CA. This facility is the only source of clean potable drinking water for Grayson and is therefore required to always be operational. The State Water Resources Control Board requires City staff to treat the water from Wells 274 and 295 for nitrates and dispose of the brine waste produced during the treatment process. The brine waste must be disposed of at a qualified wastewater treatment facility and EBMUD is the only facility in the surrounding area that will accept non-hazardous brine waste.

Modesto Municipal Code (MMC) Section 8-3.23 generally requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services to follow formal bid procedures. 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 forth in section 8-3.203 will result in the procurement for the City at the lowest possible cost commensurate with the desired quality.” EBMUD should be exempt from the formal bidding procedures as they are the only wastewater treatment facility in the surrounding area that will accept non-hazardous brine waste. Therefore, staff recommends that the agreement for disposal of non-hazardous brine waste to EBMUD should be exempt from formal bidding procedures in accordance with MMC 8-3.204.

FISCAL IMPACT:

Expenditures for the current disposal of non-hazardous brine waste with EBMUD are below:

Contract Year Total
Contract Year 1 $ 56,396
Contract Year 2 $ 70,310
Contract Year 3 $ 68,540
Contract Year 4 $ 48,445
Contract Year 5 - YTD $ 24,255
Grand Total $267,946
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Finance Committee, June 24, 2024
Agreement with East Bay Municipal Utility District for Disposal of Non-Hazardous Brine Waste

Based on the most recent available results, the material category for brine has changed from 50,001-100K mg/L TDS (Total Dissolved Solids) to over 100K mg/L TDS, increasing our current disposal rate of $.07 per gallon to $.10 cents per gallon moving forward. A 15% contingency has been added to cover any changes to the current disposal rates, which can increase from $0.10 to $0.13 cents per gallon based on TDS variables and EBMUD’s annual rate schedule.

Funds are budgeted in the current Utilities Department, Water Fund, 4100-45050-53300 operating budget.

ESTIMATED AGREEMENT EXPENDITURES:

Vendor Annual #
of loads
Annual #
of Gallons
Disposal price
per Gallon
Disposal
Cost
EBMUD 150 925,000 $0.10 $ 92,500
EBMUD 150 925,000 $0.11 $ 101,750
EBMUD 150 925,000 $0.12 $ 111,000
TOTAL $ 305,250
Annual Permit Fee: $400.00 X 3 years $ 1,200
15% Contingency (Rounded) $ 46,000
Grand Total $ 352,450
RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion recommending the Agreement with East Bay Municipal Utility District (EBMUD), Oakland, CA for the disposal of non-hazardous brine for a three-year Agreement and a total amount not to exceed $352,450 over three years; and forwarding to Council for approval.

Approved by:

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

1. Fully Executed EBMUD Resource Recovery Agreement Application and COM Insurance

2. Fully Executed EBMUD Material Acceptance Permit and Gate Pass

3. Fully Executed Bid Waiver with Justification
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 24, 2024
Date: May 24, 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: Concrete Services Agreements
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider an Agreement for Concrete Services with United Pavement Maintenance, Hughson, CA and Westside Landscape & Concrete, Newman, CA for a total amount not to exceed $17,250,000 for five years and forwarding to Council for approval. (Funding Source: Measure H, Water Fund and General Fund)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The Public Works Department Curbs, Gutters and Sidewalks Division program repairs displaced or damaged concrete sidewalks, curb and gutter that have been damaged by City trees or City utilities. This division has been working on over 5,000 outstanding work orders related to sidewalks that are in need of removal, repair, or replacement. City staff are able to address approximately 100 work orders annually. Additionally, with an outside contractor, staff are able to complete up to an additional 200 work orders per year. This division focuses on improving the quality of life for the citizens of the City of Modesto by improving sidewalk, curbs and gutters infrastructure. Requests for removal, repair, or replacement are generally prioritized and completed based on hazards identified by City staff or reports made by the community.

On October 10, 2023, under Resolution No. 2023-442, Council approved an Agreement with United Pavement Maintenance, Hughson, CA for concrete services for a total amount not to exceed $2,350,000 for one-year. With the voters’ approval of Measure H, one of the top priorities was to address the significant backlog of workorders pertaining to sidewalk maintenance and #13..
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Concrete Services Agreements

repair. Due to this immediate need, staff solicited informal quotes while a formal invitation of bids could be initiated to enter into a longer-term agreement. Under the Fiscal Year 2023-24 Measure H spending plan, the Council approved $1.8 million in funding to address the backlog of sidewalk repairs. Since the approval of this one-year agreement, the Public Works staff have been able to address 199 work orders related to the replacement and repair of sidewalks.

DISCUSSION:

With the approval of the Fiscal Year 2024-25 Measure H spending plan, the Council approved an additional $1.8 million for the City to continue to obtain an outside contractor for sidewalk repairs.

On July 10, 2023, the City Manager authorized the Purchasing Manager to solicit the procurement for Concrete – Curb Gutter and Sidewalk Replacement Services. On April 19, 2024, the Purchasing Division issued Invitation for Bids (IFB) 2324-74 for the furnishing of curb, gutter, sidewalk, taper, transition apron, asphalt concrete, and AC pavement replacement, including the fabrication and installation of handicap access ramps, on an “as needed” basis throughout the year, on the City’s PlanetBids public bidding website under various commodity codes 91430 (Concrete). Individual pavement replacement projects will not exceed $100,000. Prospective bidders were notified online and via email of the bid opportunity. Ten (10) companies downloaded the IFB document from PlanetBids.

On May 21, 2024, bids were formally opened in the City Clerk’s office and broadcast virtually via Microsoft Teams Livestream. Six (6) bidders chose to respond. There was one (1) local bid received and two (2) were deemed “non-responsive” due to incomplete bid documents not provided as part of their bid submittal. Based on providing the two (2) lowest responsive responsible bids, City staff recommends awarding the Concrete – Curb Gutter and Sidewalk Replacement Services to United Pavement Maintenance, Hughson, CA and Westside Landscape & Concrete, Newman, CA for a two (2) year agreement with three (3) one-year extension options, for a $3,450,000 combined estimated annual amount for a total of $17,250,000 over five years.

Modesto Municipal Section 8-3.203 requires all purchases which meet or exceed $100,000 for material, equipment or contractual services to be formally bid. Based on providing the lowest responsive and responsible bid which conforms to the Modesto Municipal Code, 8-3.203 City staff recommends the award of bid for concrete services with United Pavement Maintenance, Hughson, CA. and Westside Landscape & Concrete, Newman, CA.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year (FY) 2024-25 to support the cost for the agreements.

One of the primary funding sources supporting the agreements is the approval of the Fiscal Year 2024-25 Measure H spending plan for the needed sidewalk concrete repairs in the amount of $1,800,000 being managed by the Public Works Streets Division. In addition, the Water Fund, Public Works, and Parks, Recreation and Neighborhood are requesting an additional $1,650,000 to address concrete services for their maintenance projects. Several of the Parks maintenance projects are associated with Parks preventative maintenance projects being funded by Measure H. The spending history under the prior as-needed concrete repairs agreements are provided below.
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Finance Committee, June 24, 2024
Concrete Services Agreements

Period Amount
Year 1 $ 134,237
Year 2 $ 164,246
Year 3 $ 57,942
Year 4 $ 5,709
Year 5 (7 months) $ 1,684,036
Total $ 2,046,170
Below is the allocation of the annual funding between the City Departments:

Department Annual Allocation
Public Works - Streets $ 2,500,000
Parks, Recreation and Neighborhood $ 700,000
Utilities - Water $ 150,000
Utilities - Wastewater $ 100,000
Total $ 3,450,000
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Award of Bid and Agreements for Concrete Services to United Pavement Maintenance, Hughson, CA. and Westside Landscape & Concrete, Newman, CA for a two (2) year agreement with three (3) one-year extension options, for an annual estimated amount of $3,450,000 and a total amount not to exceed $17,250,000 over five years and forwarding to Council for approval.

Approved by:

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

1. Agreement – United Pavement Maintenance

2. Agreement – Westside Landscape & Concrete

3. (IFB) 2324-74 City Document

4. Cost Abstract

5. United Pavement Maintenance Submittal

6. Westside Landscape & Concrete Submittal
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1 ANNUAL AGREEMENT 276886

UNITED PAVEMENT MAINTENANCE

CONCRETE- CURB GUTTER AND SIDEWALK REPLACEMENT SERVICES This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of ____________________ , 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and UNITED PAVEMENT MAINTENANCE, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-______ authorizing the Award of Bid and agreement for the CONCRETE – CURB, GUTTER AND SIDEWALK REPLACEMENT SERVICES, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the CONCRETE – CURB, GUTTER AND SIDEWALK REPLACEMENT SERVICESas described in IFB 2324-74 attached hereto as Exhibit “C” and made a part hereof (hereinafter called IFB). #13..
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2 NOW, THEREFORE, the parties hereto mutually agree as follows:

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform and complete the required work 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 $2,587,500.00. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $12,937,500.00. 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 Bid attached hereto as Exhibit B.
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3 AGREEMENT PRICING
Item Description Unit Pricing of Prevailing Wages Required of
Issue Unit Price
Curb and Gutter (include demolition and saw cutting) Linear Foot $____ 80.00_____/LF
Sidewalk, Taper and Transition Apron at 4”
Square
Foot
$_______23.00_____/SF
Drive Apron (include demolition, saw cutting and 6”
thick concrete
flatwork)
Square
Foot
$_______28.00___ _/SF
Asphalt Concrete (include demolition and saw cutting)
at 4” Square
Foot
$_______14.00______/SF
Additional Concrete Flat Work, 4” Thick with Rebar
(MIN 100 sq ft)
Square
Foot
$_______32.00______/SF
Additional Concrete Flat Work, 5” Thick with Rebar
(MIN 100 sq ft)
Square
Foot
$_________35.00_ __/SF
Item Description Unit Pricing of Prevailing Wages Required of
Issue Unit Price
Additional AC Pavement over 3’ (include demo and
saw
cutting) at 4”
Square
Foot
$_______14.00______ /SF
Installing Root Barrier, 12”H x 24” L
(root barrier provided by City) (no trenching required) Each $_______10.00____ _/EA ADA Access Ramp
(cast iron truncated dome)
Each $______ 8,000_____ _/EA
Alternate Pricing
Forming, pouring, form removal and backfilling
Payment of Prevailing Wages Required
Item Description Unit of Issue Unit Price
Curb and Gutter Linear Foot $_______ _90.00_____________/LF Sidewalk, Taper and Transition
Apron Square Foot
$ ____25.00_____________ /SF
Drive Apron Square Foot $__________30.00___________ _/SF Additional AC Pavement
Square Foot $__________14.00___________ _/SF
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4 Item Description Unit of
Issue
Price A
Install and
Demo
Price B NEW
4” concrete paving with welded wire mesh – “4”
Concrete Paving
16-99 SF (16 SF Minimum) SF $65.00 $60.00
100-499 SF SF $50.00 $45.00
500-999 SF SF $40.00 $35.00
1, 000-1,999 SF SF $30.00 $25.00
2,000 + SF SF $25.00 $20.00
5” sidewalk concrete paving with rebar – “5” Concrete
Paving
16-99 SF (16 SF Minimum) SF $70.00 $65.00
100-499 SF SF $55.00 $50.00
500-999 SF SF $45.00 $40.00
1, 000-1,999 SF SF $35.00 $30.00
2,000 + SF SF $30.00 $25.00
Concrete Playground Ramp –“Playground Ramp” Per Ramp $8,000.00 $7,500.00 Concrete Playground Curb – “Playground Curb”
10-49 LF (10 LF Minimum) LF $410.00 $400.00
50-99 LF LF $250.00 $240.00
100 + LF LF $180.00 $170.00
Concrete Mow Band – “Concrete Mowband”
10-49 LF (10 LF Minimum) LF $380.00 $370.00
50-99 LF LF $220.00 $210.00
100 + LF LF $180.00 $170.00
Concrete Grinding per LF for tripping hazards of ½” to
2” elevation change
10-49 LF (10 LF Minimum) LF $240.00 $240.00
50 + LF LF $120.00 $120.00
Asphalt Grinding per LF for tripping hazards of ½” to 2” elevation change
10-49 LF (10 LF Minimum) LF $200.00 $200.00
50 + LF LF $100.00 $100.00

2. PREVAILING WAGES:

In accordance with California Labor Code Section 1771, CONTRACTOR shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “C” not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services described in Exhibit “C” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code. In #13..
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5 accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit A are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made available on request. Contractor must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “C”, including those set forth in Labor Code section 1770 et. seq. and in the IFB.

DIR Project ID#: 528329

3. CITY REPRESENTATIVE:
 Public Works - Streets Services: John Sphar, Streets Manager, (209) 342-2235, [email protected]
 Parks, Recreation, and Neighborhoods: Nathan Houx, Parks Planning and Development Manager, (209) 571-5526, [email protected]
 Utilities Department – Water Services Division: Jeremy Parnell, Water Superintendent, (209) 342-4599, [email protected]
 Utilities Department – Wastewater Division: Jeff Daniels, Wastewater Division Manager, (209) 577-6255, [email protected]
 Purchasing Contact: Mark E. Bolden, (209) 571-5839, [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: Rodolfo Ruvalcaba, President, (209) 883-4345, [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. #13..
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6 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 Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

Price increases for any subsequent AGREEMENT years following the second year, shall not exceed the percentage change in the Consumer Price Index (CPI) for 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.

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 limity shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence 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 #13..
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7 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 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 #13..
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8 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 45 Days via manual check”. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT 276886
 CITY department/division name and address
 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 #13..
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9 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.

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 after the agreement administrator receives and has on file:

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2024-_______;
b. CONTRACTOR Bid submittal;
c. IFB No. 2324-74
d. Contractor’s City of Modesto business license
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10 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
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 #13..
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11 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, reduced by any sums previously paid to the CONTRACTOR for such SERVICES. #13..
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12 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:
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 #13..
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13 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. 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.

18. 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. #13..
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14 19. 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:

Rodolfo Ruvalcaba
United Pavement Maintenance, Inc
7017 Hughson Ave.

Hughson, CA. 95326
(209) 883-4345
[email protected]

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

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: 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 #13..
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15 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.
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. #13..
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16 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. 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. 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.

25. 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.

26. 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 #13..
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17 capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this AGREEMENT to bind City to any obligation whatsoever.

27. 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.

28. 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.

29. 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.

30. HEADINGS NOT CONTROLLING:

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

31. MISCELLANEOUS:

Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT.
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18 32. 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.

33. 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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19 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 United Pavement Maintenance, Inc. as caused this Agreement to be duly executed.
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1 ANNUAL AGREEMENT 276888
WESTSIDE LANDSCAPE & CONCRETE, INC.

CONCRETE- CURB GUTTER AND SIDEWALK REPLACEMENT SERVICES This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of ____________________ , 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and WESTSIDE LANDSCAPE & CONCRETE, INC, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-______ authorizing the Award of Bid and agreement for the CONCRETE – CURB, GUTTER AND SIDEWALK REPLACEMENT SERVICES, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the CONCRETE – CURB, GUTTER AND SIDEWALK REPLACEMENT SERVICESas described in IFB 2324-74 attached hereto as Exhibit “C” and made a part hereof (hereinafter called IFB). #13..
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2 NOW, THEREFORE, the parties hereto mutually agree as follows:

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, and insurance necessary to perform and complete the required work 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 $862,500.00. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $4,312,500.00. 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 Bid attached hereto as Exhibit B.
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3 AGREEMENT PRICING
Item Description Unit Pricing of Prevailing Wages Required of
Issue Unit Price
Curb and Gutter (include demolition and saw cutting) Linear Foot $____ 128.25_____/LF
Sidewalk, Taper and Transition Apron at 4”
Square
Foot
$_______21.37_____/SF
Drive Apron (include demolition, saw cutting and 6”
thick concrete
flatwork)
Square
Foot
$_______27.31___ _/SF
Asphalt Concrete (include demolition and saw cutting)
at 4” Square
Foot
$_______48.45______/SF
Additional Concrete Flat Work, 4” Thick with Rebar
(MIN 100 sq ft)
Square
Foot
$_______15.05______/SF
Additional Concrete Flat Work, 5” Thick with Rebar
(MIN 100 sq ft)
Square
Foot
$_______17.31_ ____/SF
Item Description Unit Pricing of Prevailing Wages Required of
Issue Unit Price
Additional AC Pavement over 3’ (include demo and
saw
cutting) at 4”
Square
Foot
$_______51.00______ /SF
Installing Root Barrier, 12”H x 24” L
(root barrier provided by City) (no trenching required) Each $_______66.50____ _/EA ADA Access Ramp
(cast iron truncated dome)
Each $______ 4,500.00 __ _/EA
Alternate Pricing
Forming, pouring, form removal and backfilling
Payment of Prevailing Wages Required
Item Description Unit of Issue Unit Price
Curb and Gutter Linear Foot $_______ _120.65_____________/LF Sidewalk, Taper and Transition
Apron Square Foot
$ ____21.37_____________ /SF
Drive Apron Square Foot $__________26.60___________ _/SF Additional AC Pavement
Square Foot $__________48.45___________ _/SF
#13..
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4 Item Description Unit of
Issue
Price A
Install and
Demo
Price B NEW
4” concrete paving with welded wire mesh – “4”
Concrete Paving
16-99 SF (16 SF Minimum) SF $17.21 $16.00
100-499 SF SF $17.00 $15.85
500-999 SF SF $16.80 $15.35
1, 000-1,999 SF SF $16.50 $15.10
2,000 + SF SF $15.05 $13.00
5” sidewalk concrete paving with rebar – “5” Concrete
Paving
16-99 SF (16 SF Minimum) SF $24.00 $22.00
100-499 SF SF $23.00 $21.00
500-999 SF SF $22.00 $19.00
1, 000-1,999 SF SF $21.00 $18.00
2,000 + SF SF $17.31 $16.85
Concrete Playground Ramp –“Playground Ramp” Per Ramp $6,200.00 $4,989.00 Concrete Playground Curb – “Playground Curb”
10-49 LF (10 LF Minimum) LF $145.00 $138.00
50-99 LF LF $140.00 $133.00
100 + LF LF $138.00 $127.00
Concrete Mow Band – “Concrete Mowband”
10-49 LF (10 LF Minimum) LF $110.22. $101.22
50-99 LF LF $105.22 $95.00
100 + LF LF $101.22 $91.00
Concrete Grinding per LF for tripping hazards of ½” to
2” elevation change
10-49 LF (10 LF Minimum) LF $48.00 $48.00
50 + LF LF $45.00 $45.00
Asphalt Grinding per LF for tripping hazards of ½” to 2” elevation change
10-49 LF (10 LF Minimum) LF $48.00 $48.00
50 + LF LF $45.00 $45.00

2. PREVAILING WAGES:

In accordance with California Labor Code Section 1771, CONTRACTOR shall pay all workers, and shall ensure its subcontractors pay all of their workers, engaged in performing the services described in Exhibit “C” not less than the general prevailing rate of per diem wages for work of a similar character in the locality in which the services described in Exhibit “C” are to be performed, and not less than the general prevailing rate of per diem wages for holiday and overtime work as provided in the California Labor Code. In #13..
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5 accordance with California Labor Code Section 1773.2, the City has obtained the general prevailing wages in the locality in which the services described in Exhibit A are to be performed for each craft or type of work needed to be as published by the State of California Department of Industrial Relations, Division of Labor Statistics and Research, a copy of which is on file in the CITY’s Purchasing Department and shall be made available on request. Contractor must comply with all applicable laws and regulations that apply to wages earned in performance of the services described in Exhibit “C”, including those set forth in Labor Code section 1770 et. seq. and in the IFB.

DIR Project ID#: 528333

3. CITY REPRESENTATIVE:
 Public Works - Streets Services: John Sphar, Streets Manager, (209) 342-2235, [email protected]
 Parks, Recreation, and Neighborhoods: Nathan Houx, Parks Planning and Development Manager, (209) 571-5526, [email protected]
 Utilities Department – Water Services Division: Jeremy Parnell, Water Superintendent, (209) 342-4599, [email protected]
 Utilities Department – Wastewater Division: Jeff Daniels, Wastewater Division Manager, (209) 577-6255, [email protected]
 Purchasing Contact: Mark E. Bolden, (209) 571-5839, [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: Jaime Alvarado, Estimator/Project Manger, (209) 862-3908, [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. #13..
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6 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 Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

Price increases for any subsequent AGREEMENT years following the second year, shall not exceed the percentage change in the Consumer Price Index (CPI) for 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.

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 limity shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence 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 #13..
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7 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 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 #13..
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8 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 terms via City’s ePay 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
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
 This AGREEMENT 276888
 CITY department/division name and address
 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, #13..
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9 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.

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 after the agreement administrator receives and has on file:

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2024-_______;
b. CONTRACTOR Bid submittal;
c. IFB No. 2324-74
d. Contractor’s City of Modesto business license
#13..
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10 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
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 #13..
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11 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, reduced by any sums previously paid to the CONTRACTOR for such SERVICES. #13..
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12 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:
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 #13..
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13 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. 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.

18. 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. #13..
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14 19. 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:

Jaime Alvarado
Westside Landscape & Concrete, Inc.
27107 CA-33.

Newman, CA. 95360
(209) 862-3908
[email protected]

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

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: 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 #13..
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15 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.
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 #13..
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16 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. 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. 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.

25. 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.

26. 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 #13..
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17 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.

27. 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.

28. 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.

29. 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.

30. HEADINGS NOT CONTROLLING:

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

31. MISCELLANEOUS:

Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT. #13..
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18 32. 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.

33. 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.
#13..
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19 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 Westside Landscape & Concrete, Inc. as caused this Agreement to be duly executed.
#13..
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1 INVITATION FOR BIDS (“IFB”) NO. 2324-74
FOR

CONCRETE- CURB GUTTER AND SIDEWALK REPLACEMENT SERVICES BID OPENING: May 21, 2024 at 11:00 A.M.

CITY OF MODESTO CONTACT: Mark Bolden, Buyer
E-MAIL ADDRESS: [email protected]
#13..
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
2 Table of Contents PAGE
NOTICE TO BIDDERS ............................................................................................................................. 3 CALENDAR OF EVENTS ........................................................................................................................ 5 CITY CONTACT ....................................................................................................................................... 5 PRECEDENCE........................................................................................................................................... 5 VIRTUAL BID OPENING......................................................................................................................... 6 GENERAL BID REQUIREMENTS .......................................................................................................... 7 A. BID SUBMITTAL....................................................................................................................... 7 E. CITY ACCEPTANCE/REJECTION OF IRREGULAR BIDS:.................................................. 7 F. COMPLETE BID DOCUMENT:.................................................................................................... 7 G. COMPLIANCE/NON-COMPLIANCE:...................................................................................... 8 K. PREVAILING WAGE:................................................................................................................ 9 M. BID PROTEST AND APPEAL PROCEDURES:..................................................................... 10 BID SUBMITTAL CHECKLIST............................................................................................................. 15 BID FORM A - IFB ACKNOWLEDGEMENT .................................................................................. 16 BID FORM B – BIDDER COMPANY INFORMATION................................................................... 19 BID FORM C - PRICING SCHEDULE .............................................................................................. 21 BID FORM D – BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS.......................... 26 BID FORM E – BIDDER CUSTOMER REFERENCES .................................................................... 27 BID FORM F - FINANCIAL INTEREST DISCLOSURE.................................................................. 29 BID FORM G – SUPPORT OF LOCAL VENDORS.......................................................................... 32 BID FORM H - BIDDER COMPANY HISTORY STATEMENT..................................................... 34 BID FORM I - ADDENDA ACKNOWLEDGEMENT ...................................................................... 35 BID FORM J – BIDDER WARRANTY STATEMENTS................................................................... 36 BID FORM K – BIDDER EXPERIENCE AND CERTIFICATIONS................................................ 37 BID FORM L - SUBCONTRACTOR LIST ........................................................................................ 38 TECHNICAL SPECIFICATIONS AND REQUIREMENTS ................................................................. 39

1.1 SCOPE OF WORK:........................................................................................................................ 39

1.2 REQUIRED LICENSES:................................................................................................................ 41 SAMPLE ANNUAL AGREEMENT - SERVICES............................................................................. 49 #13..
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
3 NOTICE TO BIDDERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California (“City”), will receive at the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 sealed Bids (each, a “Bid”) from qualified Bidders (each, a “Bidder”) for the furnishing of curb, gutter and sidewalk replacement services for the City of Modesto - Multiple Departments. All equipment, materials, and supplies shall be furnished F.O.B. City of Modesto (delivery charges borne by Bidder, included in the Services pricing herein, and not separately charged to the City). Bidders are highly recommended to download all IFB documents from the City’s Purchasing Division website at http://www.modestogov.com/257/Contracting-Bid-Opportunities; such IFB documents shall include all specifications necessary for Bidders to submit a responsive Bid..

Each Bid shall be sealed and filed with the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 prior to May 21, 2024 at 11:00 A.M., at which time Bids will be opened, read and recorded.

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

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

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

The City Clerk’s time stamp shall be considered the official timepiece for the purpose of establishing the actual receipt of Bids. Bids will not be accepted by email or facsimile. The City of Modesto assumes no responsibility for delay in the delivery of the Bid. #13..
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
4 On the outside of the Bid envelope and courier envelope, if any, the Bidder shall indicate the following:
“NAME AND ADDRESS OF BIDDER
BID IN RESPONSE TO INVITATION FOR BIDS # 2324-74
BID OPENING DATE: May 21, 2024 AT 11:00 A.M.”
Bidder must deliver your Bid by a preferred method to the appropriate location below:

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

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

No Bidder may withdraw its Bid for a period of 90 days after the date set for the opening thereof. #13..
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
5 CALENDAR OF EVENTS
Event Date
IFB Issued Apri 19, 2024
Written Questions Due via Email April 30, 2024
Addendum Issued (if required) May 7, 2024 (approximate date) Bid Due Date & Time PRIOR 11:00 A.M. on Tuesday, May 21, 2024 Contract Award Approximately September, 2024

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

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

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

PRECEDENCE
Bidder agrees that any agreement resulting from City’s acceptance of its Bid, together with the terms in any City purchase order and associated specifications provided by the City to Bidder therewith, shall comprise the entire agreement between City and Bidder. Moreover, Bidder agrees that any additional or contrary terms contained in Bidder’s acknowledgement of, shall be null and void. #13..
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6 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Bid openings live electronically via Microsoft Teams at 11:00 a.m. (Pacific Time) on Tuesday, May 21, 2024 the City Clerk Record of Bid document should be available on Planet Bids by the end of the same day.

The public Bid opening for this Invitation for Bids will be available using the URL link containing the Number and Title of the Bid on the cover page, provided below. By submitting your Bid for the abovestated IFB you acknowledge, understand, and agree to this modified Bid opening procedure.

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

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

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

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

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

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

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

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

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

I. AWARD OF BID:
• Contracts may be awarded to more than one company in order to meet the City’s needs. • The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California or if the bids received fail to meet the City’s requirements.
• The City reserves the right to select Bids, which best suits the City’s needs. In addition to price, consideration will be given to the quality and performance of the service to be #13..
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9 purchased, and the criteria listed in Modesto Municipal Code Section 8-3.203(f).

Regardless of City staff’s recommendation, the City Council reserves the right to award agreements to the Bidders that best suits the City’s needs as determined by the City Council whether or not said awards are consistent with City staff’s recommendation for award.

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

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

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

K. PREVAILING WAGE: Bidder’s workers must be paid no less than the prevailing wage rate as published by the State of California Department of Industrial Relations (DIR), and the successful Bidder shall maintain certified payroll. For additional information regarding Prevailing Wages, please contact the DIR at www.DIR.CA.gov or call its Labor Research and Statistics Unit, Prevailing Wage Unit at 415/703-4774. The City standards available at the following web address shall also apply to the performance of the Bid: City Standards Website:
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10 L. BIDDER REPRESENTATION: Bidder represents that:
• Bidder has had an opportunity to examine and has examined any and all of the documents, including specifications, any resultant contract and supporting data, and that it has, from the information contained in such documents, specifications, and data, fully acquainted itself with all conditions relevant to the work. • Bidder has made all reasonable investigations essential to a full understanding of the difficulties, which may be encountered in performing the work. • Bidder will complete the proposed provision of Services for the compensation stated in any resultant agreement.
• Bidder assumes full and complete responsibility for all conditions relevant to the proposed provision of Services and all risks in connection therewith. • Bidder represents that it is fully qualified to perform the proposed provision of Services in accordance with the terms of any resultant agreement within the time specified therein.

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

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

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

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

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

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

Further protest appeals shall either be delivered to:

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

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

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

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

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

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

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

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

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

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

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

Bidder’s submission should include all City of Modesto forms. If any form is not applicable, Bidder should write or type “Not Applicable” on it but still include the form in your submission. #13..
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16 BID FORM A - IFB ACKNOWLEDGEMENT
The City is soliciting Bids from qualified firms (each a “Bidder” to fulfill the City’s requirements per the specifications, terms and conditions contained in this Invitation for Bids (“Invitation for Bids” or “IFB”).

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

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

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

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

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

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

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

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

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

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

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

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

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

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

Bidder Company Name:

Bidder Headquarters Address:

City/State/Zip:

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

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

Title:

Phone (Office):

Phone (Mobile):

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

Fax Number:

Email:

G. Federal Taxpayer
Identification Number
(TIN):

H. Dun & Bradstreet
(DUNS) Number:

I. Names and Titles of
Top Three Bidder
Officers:

J. Years in Business:

K. Bidder Office Address
Closest to City of
Modesto (Street
Address, City, State,
Country, Postal Code):
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20 L. City of Modesto
Business License
Number (note –
provide only if
available now - - but
not required until any
contract begins):

M. State of California
Contractor License
Number and Expiration
Date (if available):

N. State of California
Department of
Industrial Relations
(DIR) Registration
Number and Expiration
Date (if available):
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21 BID FORM C - PRICING SCHEDULE

CURB GUTTER AND SIDEWALK REPLACEMENT SERVICES

CONTRACTUAL PRICE LIST
All labor, materials, equipment, tools, fuel, licenses, bonds, insurance and other expenses necessary for Bidder to perform the required services shall be included in Bid pricing. Bid must be submitted on the below Pricing Schedule provided. No alterations should be made to the pricing schedule. Any exceptions, amendments or adjustments should be noted on Bid Form D – Bidder Exceptions, Clarifications, Amendments.

The payment of Prevailing Wages is required for this project.

Item Description Estimated
Annual
QTY
Unit of
Issue
Pricing of Prevailing Wages Required
Unit Price Extended Price
Curb and Gutter (include
demolition and saw cutting)
1,570 Linear Foot $________________/LF $_______________/Total Sidewalk, Taper and Transition
Apron at 4” 17,130 Square
Foot
$________________/SF $_______________/Total
Drive Apron (include
demolition, saw cutting and 6”
thick concrete
flatwork)
1,500 Square
Foot
$________________/SF $_______________/Total
Asphalt Concrete (include
demolition and saw cutting) at
4”
1,700 Square
Foot
$________________/SF $_______________/Total
Additional Concrete Flat Work,
4” Thick with Rebar (MIN 100
sq ft)
100 Square
Foot
$________________/SF $_______________/Total
Additional Concrete Flat Work,
5” Thick with Rebar (MIN 100
sq ft)
100 Square
Foot
$_________________/SF $_______________/Total
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
22 Item Description Estimated
Annual
QTY
Unit of
Issue
Pricing of Prevailing Wages Required
Unit Price
Extended Price
Additional AC Pavement over
3’ (include demo and saw
cutting) at 4”
100 Square
Foot
$________________/SF $_______________/Total
Installing Root Barrier, 12”H x
24” L
(root barrier provided by City)
(no trenching required)
100 Each $________________/EA $_______________/Total
ADA Access Ramp
(cast iron truncated dome) 20
Each $________________/EA $_______________/Total
Total Price (Annual): $_____________/Total
Alternate Pricing
Forming, pouring, form removal and backfilling
Payment of Prevailing Wages Required
Item Description Unit of Issue Unit Price
Curb and Gutter Linear Foot $___________________________/LF Sidewalk, Taper and Transition
Apron Square Foot
$___________________________/SF
Drive Apron Square Foot $___________________________/SF Additional AC Pavement
Square Foot $___________________________/F
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
23 Parks & Recreation Price
Pricing list for parks related concrete work, all labor, materials, fuel, tools, licenses, and insurance necessary to perform the required work shall be included in the bid pricing. Payment of prevailing wages is required.

Attached Detail for “Control Joints” applies to all concrete work in parks. All SF and LF payment calculations shall be for work located in close proximity, such as at the same address or nearby location. Two prices are requested, cost for installing each item including site preparation, temporary fencing, demolition, saw cutting and concrete protection (Price A) and another alternate price for installing each item new where no demolition or saw cutting is required (Price B).

Item Description Unit of
Issue
Price A
Install and
Demo
Price B
NEW
4” concrete paving with welded wire mesh – See
Attachment A detail “4” Concrete Paving”
16-99 SF (16 SF Minimum) SF
100-499 SF SF
500-999 SF SF
1, 000-1,999 SF SF
2,000 + SF SF
5” sidewalk concrete paving with rebar – See Attachment A detail “5” Concrete Paving”
16-99 SF (16 SF Minimum) SF
100-499 SF SF
500-999 SF SF
1, 000-1,999 SF SF
2,000 + SF SF
Concrete Playground Ramp – See Attachment A detail
“Playground Ramp”
Per Ramp
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
24 Concrete Playground Curb – See Attachment A detail
“Playground Curb”
10-49 LF (10 LF Minimum) LF
50-99 LF LF
100 + LF LF
Concrete Mow Band – See Attachment A detail
“Concrete Mowband”
10-49 LF (10 LF Minimum) LF
50-99 LF LF
100 + LF LF
Concrete Grinding per LF for tripping hazards of ½” to
2” elevation change
10-49 LF (10 LF Minimum) LF
50 + LF LF
Asphalt Grinding per LF for tripping hazards of ½” to 2” elevation change
10-49 LF (10 LF Minimum) LF
50 + LF LF
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
25 Payment Terms:

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

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

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

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
26 BID FORM D – BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS Exceptions to the City of Modesto’s IFB package, sample agreement, and associate specifications are not encouraged and may cause Bidder to be considered not responsible and/or its Bid to be considered not responsive. Therefore, if no exceptions, clarifications or amendments are proposed by Bidder, it is preferred that Bidder so indicate by typing or writing “Not Applicable” in the Description field in the first item row below. Less preferred, Bidder may indicate no exceptions, clarifications or amendments are proposed by leaving this form out of its’ Bid submission.

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

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

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

Name of Bidder Signatory:

Signature of Bidder Representative:
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
27 BID FORM E – BIDDER CUSTOMER REFERENCES
Bidder must provide a list of five current or former customers able to discuss prior experience with similar type of services requested by the City in the above-referenced IFB. Bidder’s references shall have similar volume and requirements to the City of Modesto’s as described in the above-referenced IFB. Bidders failing to provide references may be deemed as non-responsive.

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

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Service:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
28 Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of
Services:

Annual Contract Value $
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
29 BID FORM F - FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this IFB process and Bidder’s submission of a Bid therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Bidder until all person with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

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

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

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

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

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

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

10.03(h) are satisfied.

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

Print Names of Persons Having a Financial Interest in Bidder Receiving this Agreement:
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
30 First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
31 By signing this document, I agree to the information contained within.

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
32 BID FORM G – SUPPORT OF LOCAL VENDORS
Notice Pursuant to Modesto Municipal Code section 8.3-206 - Should the Bidder which submits the lowest responsive Bid (and would otherwise normally qualify to receive the Bid pursuant to Sections 8-3.203 and 8-

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

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

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

This document is only required should the Bidder request to be considered for the Support of Local Vendor preference, and meets the criteria noted above.
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
33 Check here:

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

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

City of Modesto Business License
Number:

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

Print/Type Name:

Title:

Signature:

Date:
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
34 BID FORM H - BIDDER COMPANY HISTORY STATEMENT
Bidder shall have been in business for a minimum of three continuous years (immediately prior to the time of the City’s solicitation) providing the services described in this Invitation for Bids (IFB).

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

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

Insert Bidder Company History Overview Statement Beginning Here:
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
35 BID FORM I - ADDENDA ACKNOWLEDGEMENT
In order to obtain any addenda information, throughout the IFB period, Bidder is responsible for regularly checking the City of Modesto’s Planet Bid website at https://pbsystem.planetbids.com/portal/14999/bo/bosearch for the IFB number listed on the Cover Page and in the header of each subsequent page of this IFB, and in any event, no later than the day prior to Bid opening.. The changes identified in any addenda issued will modify this IFB and specifications. The addenda now become a part of this IFB and Bidder’s resultant Bid.

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

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

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

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

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

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

Bidder Company Name:
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
36 BID FORM J – BIDDER WARRANTY STATEMENTS
As a material part of its Bid, Bidder shall insert below a written statement detailing any materials and workmanship warranties, term and conditions in conformance with the specifications and requirements set forth in this IFB.

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

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

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

Insert Bidder Warranty Statement Beginning Here:
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
37 BID FORM K – BIDDER EXPERIENCE AND CERTIFICATIONS
Bidder shall provide below a summary covering the following:

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

B. Certifications: Bidder shall provide copies of all relevant certifications held for both company and any individuals required to perform the services requested herein. #13..
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
38 BID FORM L - SUBCONTRACTOR LIST
Bidder shall list the name and the address of the place of business for each subcontractor who will perform work or labor or render services to the Bidder. In addition, list the type of work the subcontractor will perform, and; (if applicable) its Department of Industrial Relations (DIR) registration number and its California Contractor’s license number:

Name of
Subcontractor
Address Type of Work Contractor
License # (if any)
DIR
Registration #
(if any)
Bidder Company Name:
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
39 TECHNICAL SPECIFICATIONS AND REQUIREMENTS

1.1 SCOPE OF WORK:

The Curb, Gutter, & Sidewalk Division is wanting to add a concrete contractor to assist with the overwhelming number of work orders caused by City tree damage. Currently, the City of Modesto has a backlog of 40,000 workorders for sidewalk repair. Out of the 40,000, we have 5,000 in need of replacement immediately. Over the past year, our contractor has completed about 25,000 square feet of sidewalk and about 5,000 linier feet of curb and gutter.

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

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

Work under any resulting contracts shall be performed under the general technical guidance and direction of the City Representative (CR). The CR is not authorized to commit the City to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effected only by written changes to the contract, issued by the City of Modesto.

1.2 TECHNICAL REQUIREMENT FOR PARKS, RECREATION, AND NEIGHBORHOOD (PRN) The PRN Department has seven (7) separate detailed drawings as listed on ATTACHMENT A. • 4” PEDESTRIAN PAVING PAVING DETAIL #3
• 5” VEHICULAR CONCRETE PAVING DETAIL #1
• 4” PEDESTRIAN CONCRETE & 5” VEHICULAR CONCRETE
• PLAYGROUND RAMP
• PLAYGROUND CURB
• CONCRETE MOWBAND
• CONTROL JOINTS
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
40 General Specifications:

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

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

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

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

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

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

E. Backfill areas immediately following the removal of forms and leave worksite clean. Slightly overfill next to lawn areas and carefully shape backfill to a uniform contour. The CR may delay the demolition of the next group of work requests until the work in progress is accepted.

Contractor is responsible for any damages incurred due to construction work on private property including but not limited to; sprinklers, fences, landscaping, etc.

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

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

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

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

J. Contractor is responsible for notifying USA 811 North at least 72 hours prior to start of removal work.
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
41 1.2 REQUIRED LICENSES:

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

1.3 TERM OF CONTRACT:

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

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

B. Price adjustments for diesel fuel fluctuations may be considered. A thirty (30) day written notice is required for consideration. Any price adjustment shall be negotiated through the Purchasing Division, and approved at the sole discretion of the City.

The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration:

Web site : HTTPS://WWW.EIA.GOV/PETROLEUM/GASDIESEL/,California data.

C. Price increases (other than fuel) for subsequent contract years, three (3), four (4) and five (5), shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one (1) contract year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by Contractor(s) in writing, sixty (60) days prior to the annual anniversary date of the contract to be effective for the subsequent year.
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
42 Attachment A
A.1
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
43 A.2
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
44 A.3
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
45 A.4
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
46 A.5
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
47 A.6
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INVITATION FOR BIDS # 2324-74
Concrete – Curb Gutter and Sidewalk
Replacement Services
48 A.7
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49 SAMPLE AGREEMENT

SAMPLE ANNUAL AGREEMENT - SERVICES
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of ____________________ , 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and _________________, a ______ _______, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2023-______ authorizing the Award of Bid and agreement for the CONCRETE – CURB, GUTTER AND SIDEWALK REPLACEMENT SERVICES, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the CONCRETE – CURB, GUTTER AND SIDEWALK REPLACEMENT SERVICESas described in IFB 2324-74 attached hereto as Exhibit “C” and made a part hereof (hereinafter called IFB).

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

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

AGREEMENT PRICING
Item Description Estimated
Annual
QTY
Unit of
Issue
Pricing of Prevailing Wages Required
Unit Price Extended Price
Curb and Gutter (include
demolition and saw cutting)
1,570 Linear Foot $________________/LF $_______________/Total Sidewalk, Taper and Transition
Apron at 4” 17,130 Square
Foot
$________________/SF $_______________/Total
Drive Apron (include
demolition, saw cutting and 6”
thick concrete
1,500 Square
Foot
$________________/SF $_______________/Total
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51 flatwork)
Asphalt Concrete (include
demolition and saw cutting) at
4”
1,700 Square
Foot
$________________/SF $_______________/Total
Additional Concrete Flat Work,
4” Thick with Rebar (MIN 100
sq ft)
100 Square
Foot
$________________/SF $_______________/Total
Additional Concrete Flat Work,
5” Thick with Rebar (MIN 100
sq ft)
100 Square
Foot
$_________________/SF $_______________/Total
Item Description Estimated
Annual
QTY
Unit of
Issue
Pricing of Prevailing Wages Required
Unit Price
Extended Price
Additional AC Pavement over
3’ (include demo and saw
cutting) at 4”
100 Square
Foot
$________________/SF $_______________/Total
Installing Root Barrier, 12”H x
24” L
(root barrier provided by City)
(no trenching required)
100 Each $________________/EA $_______________/Total
ADA Access Ramp
(cast iron truncated dome) 20
Each $________________/EA $_______________/Total
Total Price (Annual): $_____________/Total
Alternate Pricing
Forming, pouring, form removal and backfilling
Payment of Prevailing Wages Required
Item Description Unit of Issue Unit Price
Curb and Gutter Linear Foot $___________________________/LF Sidewalk, Taper and Transition
Apron Square Foot
$___________________________/SF
Drive Apron Square Foot $___________________________/SF Additional AC Pavement
Square Foot $___________________________/F
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52 Item Description Estimated
Annual
QTY
Unit of
Issue
Pricing of Prevailing Wages Required
Unit Price Extended Price
Curb and Gutter (include
demolition and saw cutting)
1,570 Linear Foot $________________/LF $_______________/Total Sidewalk, Taper and Transition
Apron at 4” 17,130 Square
Foot
$________________/SF $_______________/Total
Drive Apron (include
demolition, saw cutting and 6”
thick concrete
flatwork)
1,500 Square
Foot
$________________/SF $_______________/Total
Asphalt Concrete (include
demolition and saw cutting) at
4”
1,700 Square
Foot
$________________/SF $_______________/Total
Additional Concrete Flat Work,
4” Thick with Rebar (MIN 100
sq ft)
100 Square
Foot
$________________/SF $_______________/Total
Additional Concrete Flat Work,
5” Thick with Rebar (MIN 100
sq ft)
100 Square
Foot
$_________________/SF $_______________/Total
Item Description Estimated
Annual
QTY
Unit of
Issue
Pricing of Prevailing Wages Required
Unit Price
Extended Price
Additional AC Pavement over
3’ (include demo and saw
cutting) at 4”
100 Square
Foot
$________________/SF $_______________/Total
Installing Root Barrier, 12”H x
24” L
(root barrier provided by City)
(no trenching required)
100 Each $________________/EA $_______________/Total
ADA Access Ramp
(cast iron truncated dome) 20
Each $________________/EA $_______________/Total
Total Price (Annual): $_____________/Total
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53 Alternate Pricing
Forming, pouring, form removal and backfilling
Payment of Prevailing Wages Required
Item Description Unit of Issue Unit Price
Curb and Gutter Linear Foot $___________________________/LF Sidewalk, Taper and Transition
Apron Square Foot
$___________________________/SF
Drive Apron Square Foot $___________________________/SF Additional AC Pavement
Square Foot $___________________________/F
Item Description Unit of
Issue
Price A
Install and
Demo
Price B NEW
4” concrete paving with welded wire mesh – “4”
Concrete Paving
16-99 SF (16 SF Minimum) SF
100-499 SF SF
500-999 SF SF
1, 000-1,999 SF SF
2,000 + SF SF
5” sidewalk concrete paving with rebar – “5” Concrete
Paving
16-99 SF (16 SF Minimum) SF
100-499 SF SF
500-999 SF SF
1, 000-1,999 SF SF
2,000 + SF SF
Concrete Playground Ramp –“Playground Ramp” Per Ramp
Concrete Playground Curb – “Playground Curb”
10-49 LF (10 LF Minimum) LF
50-99 LF LF
100 + LF LF
Concrete Mow Band – “Concrete Mowband”
10-49 LF (10 LF Minimum) LF
50-99 LF LF
100 + LF LF
Concrete Grinding per LF for tripping hazards of ½” to
2” elevation change
10-49 LF (10 LF Minimum) LF
50 + LF LF
Asphalt Grinding per LF for tripping hazards of ½” to 2” elevation change
10-49 LF (10 LF Minimum) LF
50 + LF LF
#13..
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54 2. PREVAILING WAGES:

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

DIR Project ID#: _________________

3. CITY REPRESENTATIVE:

CITY Representative is:

Purchasing Contact: Carol Wattle, Buyer, (209) 577-5406 , [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. #13..
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55 4. TERM OF AGREEMENT:

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

Year 1: 10/11/2024 through 10/10/2025
Year 2: 10/11/2025 through 10/10/2026
Year 3: 10/11/2026 through 10/10/2027
Year 4: 10/11/2027 through 10/10/2028
Year 5: 10/11/2028 through 10/10/2029
Pricing as set forth in Section 1.e. above shall remain firm for the first two years of the AGREEMENT.

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

5. LIABILITY INSURANCE:

The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY by registered mail, return receipt requested, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; #13..
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56 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 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 #13..
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57 maintained by CITY, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.

6. PAYMENT:

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

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

7. INDEMNITY: The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the #13..
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58 performance of its obligations under this AGREEMENT. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its agents, officials, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance.

8. VENUE & GOVERNING LAW:

Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws provisions or principles.

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

10. COMMENCEMENT AND COMPLETION OF THE WORK:

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

Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2023-_______;
b. CONTRACTOR Bid submittal;
c. IFB No. 2324-74
d. Contractor’s City of Modesto business license
#13..
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59 11. TERMINATION OF SERVICES:

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

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

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and #13..
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60 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, reduced by any sums previously paid to the CONTRACTOR for such #13..
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61 SERVICES.

12. COMPLIANCE WITH ALL LAWS:

CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the SERVICES described herein, will comply with all federal, state, county and municipal laws, rules and regulations which may be applicable to the work herein contracted for, whether now in existence or hereafter adopted.

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

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

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

14. ASSIGNMENT OF RIGHTS: The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this AGREEMENT or any allowed subcontract. The assignment made by CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective at the time the CITY makes final payment to The #13..
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62 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. #13..
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63 18. NOTICES:

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

CONTRACTOR:
__________________
__________________

__________________
__________________
__________________

CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.
#13..
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64 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: If mutually agreeable to all parties, the issuance of any resultant contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply.

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

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

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

25. RECORDS: All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY.

CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse or otherwise dispose of the documents without #13..
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66 CONTRACTOR’s permission. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the City and are not necessarily suitable for any future or other use.

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

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

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

29. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance. #13..
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67 30. WAIVER:

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

31. HEADINGS NOT CONTROLLING:

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

32. MISCELLANEOUS:

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

33. ENTIRE AGREEMENT:

This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the 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. #13..
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68 34. PARTIAL INVALIDITY:

If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
#13..
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69 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested by its City Clerk under authority of Resolution No. 2024- _________ adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2024 and _____________________has caused this Agreement to be duly executed.

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

DIANE NAYARES-PEREZ, CMC,
City Clerk

(SEAL)

APPROVED AS TO FORM:

By: ____________________________
JOSE M. SANCHEZ,
City Attorney
By: ____________________________
JOE F. RODRIQUEZ,
Risk Manager
#13..
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Pricing of Prevailing Wages Required UNIT OF
Item QTY ISSUE UN PRC EXTENSION UN PRC EXTENSION UN PRC EXTENSION UN PRC EXTENSION UN PRC EXTENSION UN PRC EXTENSION Description
Curb and Gutter (include demolition and saw cutting) 1570 Linear Foot $128.25 $201,352.50 $179.00 $281,030.00 $105.00 $164,850.00 $80.00 $125,600.00 Sidewalk, Taper and Transition Apron at 4” 17130 Square Foot $21.37 $366,068.10 $33.00 $565,290.00 $28.00 $479,640.00 $23.00 $393,990.00 Drive Apron (include demolition, saw cutting and 6” thick concrete flatwork) 1500 Square Foot $27.31 $40,965.00 $60.00 $90,000.00 $36.00 $54,000.00 $28.00 $42,000.00 Asphalt Concrete (include demolition and saw cutting) at 4” 1700 Square Foot $48.45 $82,365.00 $83.00 $141,100.00 $25.00 $42,500.00 $14.00 $23,800.00 Additional Concrete Flat Work, 4” Thick with Rebar (MIN 100 sq ft) 100 Square Foot $15.05 $1,505.00 $75.00 $7,500.00 $30.00 $3,000.00 $32.00 $3,200.00 Additional Concrete Flat Work, 5” Thick with Rebar (MIN 100 sq ft) 100 Square Foot $17.31 $1,731.00 $93.00 $9,300.00 $36.00 $3,600.00 $35.00 $3,500.00 Additional AC Pavement over 3’ (include demo and saw cutting) at 4” 100 Square Foot $51.00 $5,100.00 $83.00 $8,300.00 $25.00 $2,500.00 $14.00 $1,400.00 Installing Root Barrier, 12”H x 24” L (root barrier provided by City) (no trenching required) 100 Each $66.50 $6,650.00 $40.00 $4,000.00 $50.00 $5,000.00 $10.00 $1,000.00 ADA Access Ramp (cast iron truncated dome) 20 Each $4,500.00 $90,000.00 $14,780.00 $295,600.00 $7,500.00 $150,000.00 $8,000.00 $160,000.00 Sub Total $795,736.60 $1,402,120.00 $905,090.00 $754,490.00 Tax $0.00 $0.00 $0.00 $0.00
Total $795,736.60 $1,402,120.00 $905,090.00 $754,490.00 Alternate Pricing Forming, Pouring, Form Removal and Backfilling Item Description
Payment of Prevailing Wages Required
Curb and Gutter Linear Foot $120.65 Linear Foot Linear Foot $179.00 Linear Foot Linear Foot $80.00 Linear Foot $90.00 Sidewalk, Taper and Transition Apron Square Foot $21.37 Square Foot Square Foot $33.00 Square Foot Square Foot $20.00 Square Foot $25.00 Drive Apron Square Foot $26.60 Square Foot Square Foot $60.00 Square Foot Square Foot $28.00 Square Foot $30.00 Additional AC Pavement Square Foot $48.45 Square Foot Square Foot $83.00 Square Foot Square Foot $25.00 Square Foot $14.00 Total $217.07 $355.00 $153.00 $159.00
Parks & Recreation Price
Item Description ISSUE
Price A Install
and Demo Price B New
Price A Install
and Demo Price B New
Price A Install
and Demo Price B New
Price A Install
and Demo Price B New
Price A Install
and Demo Price B New
Price A Install
and Demo Price B New
4” concrete paving with welded wire mesh – See Attachment A detail “4” Concrete Paving”
16-99 SF (16 SF Minimum) SF $17.21 $16.00 $520.00 $406.00 $32.00 $26.00 $65.00 $60.00 100-499 SF SF $17.00 $15.85 $135.00 $106.00 $30.00 $21.00 $50.00 $45.00 500-999 SF SF $16.80 $15.35 $40.00 $32.00 $28.00 $19.00 $40.00 $35.00 1, 000-1,999 SF SF $16.50 $15.10 $30.00 $24.00 $26.00 $18.00 $30.00 $25.00 2,000 + SF SF $15.05 $13.00 $26.00 $21.00 $24.00 $15.00 $25.00 $20.00 5” sidewalk concrete paving with rebar – See Attachment A detail “5” Concrete Paving”
16-99 SF (16 SF Minimum) SF $24.00 $22.00 $650.00 $507.00 $38.00 $30.00 $70.00 $65.00 100-499 SF SF $23.00 $21.00 $170.00 $133.00 $33.00 $24.00 $55.00 $50.00 500-999 SF SF $22.00 $19.00 $50.00 $39.00 $31.00 $22.00 $45.00 $40.00 1, 000-1,999 SF SF $21.00 $18.00 $38.00 $30.00 $28.00 $20.00 $35.00 $30.00 2,000 + SF SF $17.31 $16.85 $33.00 $26.00 $26.00 $18.00 $30.00 $25.00 Concrete Playground Ramp – See Attachment A detail “Playground Ramp” Per Ramp $6,200.00 $4,989.00 $14,275.00 $11,500.00 $10,500.00 $7,500.00 $8,000.00 $7,500.00 Concrete Playground Curb – See Attachment A detail “Playground Curb
10-49 LF (10 LF minimum) LF $145.00 $138.00 $500.00 $400.00 $95.00 - $410.00 $400.00 50-99 LF LF $140.00 $133.00 $220.00 $175.00 $75.00 - $250.00 $240.00 100 + LF LF $138.00 $127.00 $140.00 $110.00 $65.00 - $180.00 $170.00 Concrete Mow Band – See Attachment A detail “Concrete Mowband” 10-49 LF (10 LF minimum) LF $110.22 $101.22 $365.00 $290.00 $75.00 - $380.00 $370.00 50-99 LF LF $105.22 $95.00 $225.00 $180.00 $60.00 - $220.00 $210.00 100 + LF LF $101.22 $91.00 $120.00 $95.00 $50.00 - $180.00 $170.00 Concrete Grinding per LF for tripping hazards of ½” to 2” elevation change
10-49 LF (10 LF minimum) LF $48.00 $48.00 $76.00 $76.00 $50.00 - $240.00 $240.00 50-99 LF LF $45.00 $45.00 $33.00 $33.00 $35.00 - $120.00 $120.00 Asphalt Grinding per LF for tripping hazards of ½” to 2” elevation change
10-49 LF (10 LF minimum) LF $48.00 $48.00 $280.00 $280.00 $35.00 - $200.00 $200.00 50 + LF LF $45.00 $45.00 $110.00 $110.00 $20.00 - $100.00 $100.00 Total $7,315.53 $6,032.37 Non-Responsive $18,036.00 $14,573.00 Non-Responsive $11,356.00 $7,713.00 $10,725.00 $10,115.00 HUGHSON, CA.

UNITED PAVEMENT

MAINTENANCE
MODESTO, CA.

PLATINUM DIRT WORX LLC
NEWMAN, CA. FARMINGTON, CA. OAKDALE, CA.

DIRT DYNASTY, INC.

ROMERO & SONS
CONSTRUCTION, INC.

WESTSIDE LANDSCAPE &

CONCRETE
RANCO CORDOVA, CA.

B & M BUILDERS, INC.
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

June 24, 2024
Date: May 31, 2024
TO: Finance Committee:

Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: Senate Bill 1 Projects Proposed for Fiscal Year 2024-2025 CONTACT: John Sphar, Streets Manager, [email protected], 209-342-2235 DESCRIPTION:

Consider a list of projects to be funded with Road Repair and Accountability Act tax proceeds for Fiscal Year 2024-2025 and forwarding to Council for approval. (Funding Source: Senate Bill 1 Funds)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The Surface Transportation Fund (STF) is the primary source of funding for the Streets and Traffic Divisions of Public Works. These funds support the following services: Curbs, Gutters & Sidewalks, Street Maintenance, Traffic Engineering, Traffic Operations, and Traffic Electrical.

The Streets Division maintains 1,400 lane miles of streets, 1,434 miles of curb and gutter, and 1,378 miles of sidewalk. The Traffic Division maintains 201 traffic signals, 13,764 streetlights, 16 flashing beacons, 40 lighted crosswalks, 62 school flashing beacons, seven warning beacons, six crosswalk beacons, eight communication hubs, 17 roundabouts and 29,238 traffic signs.
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Finance Committee, June 24, 2024
Senate Bill 1 Projects Proposed for Fiscal Year 2024-2025