Agenda packet — Modesto City Council, September 10, 2024 (part 4 of 6)

Modesto will cause delays in getting necessary parts, which could cause operational disruptions in vehicles returning to service.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year (FY) 2024-25 to cover the cost of these agreements. The primary funding source for these agreements will be funded by the Fleet Fund and secondary funding sources which include the outside service agreements such as fire service contracts and Stanislaus Regional Transit Authority. An increase is recommended for the new agreements due to anticipated inflation increases as well as new fleet vehicles that will be added to the City’s inventory with the addition or increase of City programs funded through Measure H which required the purchase of new vehicles.

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

Agreement Period Fleet Pride Interstate Truck Motor Parts Total Year 1 $ 65,183 $ 136,854 $ 62,419 $ 264,456
Year 2 $ 68,428 $ 138,314 $ 145,090 $ 351,832
Year 3 $ 82,901 $ 188,896 $ 163,366 $ 435,163
Year 4 $ 116,945 $ 261,115 $ 213,289 $ 591,349
Year 5 $ 61,277 $ 289,457 $ 182,358 $ 533,092
Total $ 394,734 $ 1,014,636 $ 766,522 $ 2,175,892
COMMITTEE RECOMMENDATION:

This item was presented at the August 26, 2024, Finance Committee and approved to move forward to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Purchasing Agreements for the purchase of Fleet Motor Parts and Services with FleetPride Inc., Modesto, CA, Interstate Truck Center, LLC, Modesto, CA, and Motor Parts Distributors Inc., Modesto, CA for a two-year Agreement with three (3) one-year extension options, for an annual combined estimated amount of $700,000 and a total amount not to exceed $3,500,000 over five years; and authorizing the Director of Finance to adjust agreement totals between vendors based on contractor’s availability and department’s needs, ensuring the combined total amount does not change and authorizing the Director of Finance or her designee to execute the Agreements.

Approved by: _____
DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
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City Council, September 10, 2024
Fleet Motor Parts and Services Agreements

Page 4 of 4 ends

Attachments:

1. Resolution

2. FleetPride Agreement – Parts

3. FleetPride Exhibit B

4. Interstate Truck Agreement – Parts

5. Interstate Truck Parts – Exhibit B

6. Interstate Truck Agreement – Services

7. Interstate Truck Services – Exhibit B

8. Motor Parts Agreement - Parts

9. Motor Parts – Exhibit B
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1 MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING THE PURCHASING AGREEMENTS FOR THE

PURCHASE OF FLEET MOTOR PARTS AND SERVICES WITH FLEETPRIDE INC., MODESTO, CA, INTERSTATE TRUCK CENTER, LLC, MODESTO, CA, AND MOTOR PARTS DISTRIBUTORS INC., MODESTO, CA FOR A TWOYEAR AGREEMENT WITH THREE (3) ONE-YEAR EXTENSION OPTIONS, FOR AN ANNUAL COMBINED ESTIMATED AMOUNT OF $700,000 AND A TOTAL AMOUNT NOT TO EXCEED $3,500,000 OVER FIVE YEARS; AND

AUTHORIZING THE DIRECTOR OF FINANCE TO ADJUST AGREEMENT TOTALS BETWEEN VENDORS BASED ON CONTRACTOR’S AVAILABLITY

AND DEPARTMENT NEEDS, ENSURING THE COMBINED TOTAL AMOUNT DOES NOT CHANGE; AND AUTHORIZING THE DIRECTOR OF FINANCE,

OR HER DESIGNEE TO EXECUTE THE AGREEMENTS
WHEREAS, City Fleet Services Division services and maintains 1,583 vehicles, heavy equipment, buses, fire trucks, trailers and other miscellaneous equipment for all areas of the CITY; and
WHEREAS, each vehicle or piece of equipment has countless parts to make the unit function safely and efficiently; and
WHEREAS, the recommended purchasing agreements will allow the Fleet Services Division to obtain the parts required to maintain and repair vehicles and equipment timely, based on local manufacturer for these parts and at competitive pricing.

Fleet Services performs their own price checks constantly on items that are purchased and will strictly abide by all City purchasing policies; and WHEREAS, the Finance Department Purchasing Division evaluated competitive bidding pricing through several cooperative agreements which includes the State of California, OMNIA Partners and Sourcewell to evaluate other awarding competitive vendors; and
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2 WHEREAS, the City Fleet Services Division has determined this is a critical need to have agreements with these local vendors based on the discount pricing and quick delivery and availability of these parts; and
WHEREAS, the Fleet parts these vendors provide include the following miscellaneous heavy-duty truck and fire apparatus repairs and replacement parts; including brakes, filters, emission controls, and specialty parts necessary to maintain City owned and operated heavy-duty vehicles; and
WHEREAS, these vendors are located in Modesto and provide quick turnaround in delivery to the Jefferson Corporation Yard for the parts needed for the City’s Fleet inventory; and
WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases that meet or exceed $100,000 for material, equipment or contractual services to be formally bid; and
WHEREAS, however, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in a procurement for the City at the lowest possible cost commensurate with the desired quality.”; and
WHEREAS, based on the competitive discount pricing provided by these vendors, these agreements would comply with this exception based on FleetPride Interstate Truck Center, and Motor Parts Distributor providing the lowest cost compared to competitive vendors identified outside of Modesto; and #14..
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3 WHEREAS, using vendors outside of Modesto will cause delays in getting necessary parts, which could cause operational disruptions in vehicles returning to service.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Purchasing Agreements for the purchase of Fleet Motor Parts and Services with FleetPride Inc., Modesto, CA, Interstate Truck Center, LLC, Modesto, CA, and Motor Parts Distributors Inc., Modesto, CA for a two-year Agreement with three (3) one-year extension options, for an annual combined estimated amount of $700,000 and a total amount not to exceed $3,500,000 over five years.

BE IT FURTHER RESOLVED, the Director of Finance, or her designee is authorized to adjust agreement totals between vendors based on contractor’s availability and department’s needs, ensuring the combined total amount does not change.

BE IT FURTHER RESOLVED, that the Director of Finance, or her designee, is hereby authorized to execute the Agreements, in a form approved by the City Attorney. #14..
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4 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of September, 2024, by Councilmember _______, who moved its adoption, which motion being duly seconded by Councilmember _________, was was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
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1 FLEETPRIDE, INC ANNUAL PURCHASE AGREEMENT – PARTS ONLY AGREEMENT # 278702
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 FleetPride, Inc., California corporation, hereinafter called VENDOR,
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 purchase of fleet materials, parts, supplies or equipment described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the VENDOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B”, and made a part hereof, and

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

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

Year one: SEPTEMBER 11, 2024 THROUGH SEPTEMBER 10, 2025 Year two: SEPTEMBER 11, 2025 THROUGH SEPTEMBER 10, 2026 Year three: SEPTEMBER 11, 2026 THROUGH SEPTEMBER 10, 2027 Year four: SEPTEMBER 11, 2027 THROUGH SEPTEMBER 10, 2028 Year five: SEPTEMBER 11, 2028 THROUGH SEPTEMBER 10, 2029

2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $120,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $600,000.
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2 B. Pricing during AGREEMENT Year one shall be as set forth in Exhibit “B” Pricing, attached hereto and made a part hereof by this reference.

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

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

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

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

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

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

7. TERMINATION:

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

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

8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after coming due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set #14..
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3 forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

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

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

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

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

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

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

15. INDEMNITIES:

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

B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including #14..
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4 reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR.

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

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

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

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

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

CONTRACTOR: FleetPride, Inc
Joe Almeida, Branch Manager
621 Kansas Ave
Modesto, CA
Phone (209) 549-4930
Email: [email protected]
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5 CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Kim Presson, Buyer
Phone: (209) 577-5375
Email: [email protected]
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

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

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

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

24. PARTIAL INVALIDITY: If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. #14..
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6 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2024-________ adopted by the Council of the City of Modesto on the _________ day of _____________________, 2024 and FleetPride, Inc., has caused this Agreement to be duly executed. #14..
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EXHIBIT B

FLEETPRIDE DISCOUNT/SERVICE
 18-68% off listed price based on the type of product.  Delivery within 24 hours.
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1 INTERSTATE TRUCK SALES ANNUAL PURCHASE AGREEMENT – PARTS ONLY AGREEMENT # 277510
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 Interstate Truck Center, LLC a California limited liability company hereinafter called VENDOR,
W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-_____ authorizing entering into an agreement for the purchase of fleet materials, parts, supplies or equipment described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the VENDOR provided a Schedule for Parts Discount that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and

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

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

2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $200,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $1,000,000.
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2 B. Pricing during AGREEMENT Year one shall be as set forth in Exhibit B Schedule for Parts Discount, attached hereto and made a part hereof by this reference.

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

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

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

7. TERMINATION:

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

8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth #14..
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3 above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

15. INDEMNITIES:

B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages #14..
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4 from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR.

CONTRACTOR: Interstate Truck Center
5837 N. Golden State Blvd.

Turlock, CA 95382
Mark Wells, Parts Manager
Phone: (209) 944-0711
Email: [email protected]
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5 CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Kim Presson, Buyer
Phone: (209) 577-5375
Email: [email protected]
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

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

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2024-______ adopted by the Council of the City of Modesto on the ________ day of _________________, 2024 and Interstate Truck Center, LLC has caused this Agreement to be duly executed. #14..
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EXHIBIT B
SCHEDULE for PARTS DISCOUNT

INTERNATIONAL TRUCK CENTER
Part Description Brand Discount
Filters for medium to heavy duty & buses Fleetguard Filters 60% off list Engine parts Cummins 20% off list
Truck parts International 40% off list
Truck parts Peterbilt 40% off list
Brake Parts Performance Friction 40% off list
Brake Parts Meritior 50% off list
Battery & Parts Penn Battery 25% off list
 No freight charged on core returns.
 Ordering online & parts counter available.
o Online parts ordering system is linked to inventory with automatic vendor rebate coupons, at no extra charge.
 Delivery to yard up to 3 times per day (8:00am to 4:00pm) at no extra charge  Only Special orders get freight charges.
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1 INTERSTATE TRUCK SALES ANNUAL PURCHASE AGREEMENT – SERVICES AGREEMENT # 277511
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 Interstate Truck Center, LLC a California limited liability company hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-_____ authorizing entering into and agreement for the purchase the fleet materials, supplies, equipment or service herein the (GOODS AND SERVICE) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CONTRACTOR provided a Price Schedule that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and NOW, THEREFORE, the parties hereto mutually agree as follows:

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and insurance necessary to perform and complete the required work as specified in Exhibit “B”, and in strict accordance with the conditions of the complete AGREEMENT. #14..
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2 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 $200,000. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $1,000,000. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

2. CITY REPRESENTATIVE:

CITY Representative is:

PatrickCrowley, Senior Public Works Manager
Phone: (209) 342-2274 Email: [email protected]
The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

3. CONTRACTOR CONTACT:

CITY Representative is:

Mark Wells, Parts Manager
Phone: (209) 944-0711 Email: [email protected]
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3 4. TERM OF AGREEMENT:

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

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

5. LIABILITY INSURANCE:

The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurance limit. The insurance shall indicate on the certificate #14..
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4 of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability.
b. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Workers' Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000 per accident for bodily injury or disease.

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

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

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

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 277511
 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 #14..
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6 directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its agents, officials, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance.

8. VENUE & GOVERNING LAW:

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.

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

10. COMMENCEMENT AND COMPLETION OF THE WORK:

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

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

11. TERMINATION OF SERVICES:
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7 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 #14..
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8 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 #14..
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9 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 #14..
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10 at the time the CITY makes final payment to The CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

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

16. 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.

17. 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: Interstate Truck Center
Attn: Mark Wells
5837 N. Golden State Blvd.

Turlock, CA 95382
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.

18. SIGNATORY(IES) FOR CONTRACTOR:
#14..
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11 Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and have full authority to, execute the AGREEMENT.

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

20. 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.

21. 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.

22. 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. #14..
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12 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 following the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.
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13 23. 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.

24. 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 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 #14..
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14 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.

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. #14..
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15 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.

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 Interstate Truck Center, LLC has caused this Agreement to be duly executed.
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EXHIBIT B
SCHEDULE for SERVICE RATES

INTERNATIONAL TRUCK CENTER
Part Description Per Hour
Service Shop Rate $175.00
Mobile Technician $175.00
 Mobile Technician will have service fee and mileage charge will vary due to location. #14..
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1 MOTOR PARTS DISTRIBUTORS ANNUAL PURCHASE AGREEMENT – PARTS ONLY AGREEMENT # 278220
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 Motor Parts Distributors, Inc., a California corporation hereinafter called VENDOR,
W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-______ authorizing entering into an agreement for the purchase of fleet materials, parts, supplies or equipment described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the VENDOR provided a Schedule for Parts Discount that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and

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

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

2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $180,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $900,000.
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2 B. Pricing during AGREEMENT Year one shall be as set forth in Exhibit B Schedule for Parts Discount, attached hereto and made a part hereof by this reference.

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

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

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

7. TERMINATION:

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

8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth #14..
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3 above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

15. INDEMNITIES:

B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages #14..
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4 from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR.

CONTRACTOR: Motor Parts Distributors, Inc
710 10th Street
Modesto, Ca 95354
Mark Swartz, Parts Manager
Phone: (209) 529-8276
Email: [email protected]
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5 CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Kim Presson, Buyer
Phone: (209) 577-5375
Email: [email protected]
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

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

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

24. PARTIAL INVALIDITY: If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. #14..
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6 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2024-_____ adopted by the Council of the City of Modesto on the __________ day of __________________, 2024 and Motor Parts Distributors, Inc has caused this Agreement to be duly executed. #14..
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EXHIBIT B

MOTOR PARTS DISTRIBUTORS DISCOUNT/SERVICE
 5% discount on all lines
 Delivery schedule: Monday through Friday 8:00am to 4:00pm #14..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

September 10, 2024
Date: August 27, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Electrical Parts Agreements
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider approving the Purchasing Agreements for the purchase of Electrical Parts and Supplies to Platt Electric, Modesto, CA, Wille Electric, Modesto, CA and Consolidated Electric Distributors, Modesto, CA for a total amount not to exceed $1,625,000 over five years. (Funding Source: Various Funds)
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:

City staff purchases various electrical parts and supplies which include numerous types of fuses, wiring, conduit, connectors, fittings, photo controls, wiring devices, tools, circuits, drill sets, bulbs, blades, bushings, etc. These parts are needed to maintain the electrical functions for equipment, City property and infrastructure needs for all City assets.

On September 24, 2019, under Resolution 2019-414, Council approved the purchasing agreements for Electrical Parts and Supplies to Platt Electric, Modesto CA, Wille Electric, Modesto, CA and Consolidated Electric Distributors, Modesto, CA for one-year agreements with four one-year extension options, for an estimated combined annual cost of $255,000 and a total combined cost not to exceed $1,275,000 over five years for all vendors. All three agreements are scheduled to expire on September 23, 2024.

DISCUSSION:

The Finance Department Purchasing Division evaluated competitive bidding pricing through several cooperative agreements which include the State of California, OMNIA Partners and Sourcewell to evaluate other awarding competitive vendors. As part of this review, there was a #15..
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City Council, September 10, 2024
Electrical Parts Agreements

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cooperative agreement identified for Platt Electric. However, there was no cooperative agreement identified for Wille Electric or Consolidated Electric Distributors for the Electrical Parts and Supplies. Additionally, the Purchasing Division evaluated other vendors who are selling similar parts or through resale at a higher price.

In 2024, City staff met with the three local vendors with whom City has business relationships:

Wille Electric, Consolidated Electric Distributors and Platt Electric. Staff followed-up with these vendors to understand the business in greater depth to determine availability of parts, range of manufacturers and whether the City could obtain a higher discount with each vendor, and learned the following:

Consolidated Electric Distributors (CED) is a local vendor, located in North Modesto and has provided the City with over 700 electrical parts and supplies from over 40 different manufacturers in the past few years. These items range in price from a few dollars to a few thousand dollars, depending on the needs of the City. Approximately 600 of these items are priced under $200 and have had multiple purchases throughout the fiscal year. CED carries over 4,000 SKUs of various electrical supplies, in-stock locally. Due to their many locations across the US, they can supply products from hundreds of manufacturers across the electrical industry. CED does provide the City discounts, as well as passes along extra discounts as they receive them from the manufacturer. The needs of the City are ever changing, so the discounts fluctuate in the range from 15- 65%, depending on product, manufacturer, and volume of purchase.

Wille Electric is a local vendor, located near Downtown Modesto. They also provide the City with over 500 parts among several manufacturers. These items range in price from $10 to $15,000, with about 75% of the parts under $1,000. Wille Electric was successful in building a partnership with several manufacturers and was able to negotiate better pricing for the items that represent the majority of the City’s spend. Additionally, Wille Electric has established a list price discount for three manufacturers, thus resulting in an overall increase of our discount percentage off list price. The new overall discount is approximately 40%.

Platt Electric provides the City with over 500 items from 73 different manufacturers. Over 300 of the items are priced less than $100, and approximately 300 items are purchased two to three times annually. Platt Electric provides competitive pricing, and has a local presence here in Modesto, and a distribution warehouse in Patterson, CA. Typically if the local store does not have an item in stock, the vendor can have the item within one to two days. This allows for a quick and convenient process in obtaining parts.

As mentioned, Platt Electric has a cooperative agreement the City can utilize to meet the City’s bidding requirements. On February 27, 2023, Educational and Institutional (E&I) Cooperative Services issued Request for Proposal EI00209-2023RFP under Master Agreement Number EI100339~2023MA for Electrical Supplies, Equipment, and Other Related Products & Services which was advertised through USA Today and the E&I Procurement Portal. On March 8, 2023, proposals were opened at E&I main office location. Two (2) proposals were received and based on the evaluation criteria outlined in the RFP, one (1) contract was awarded for this commodity for Electrical Parts and Supplies which was Vantage Group Distributors with Platt Electric being included as part of this distributor. Vantage Electrical Group provides a comprehensive solution for electrical system design, installation, service, and procurement which provides members #15..
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Electrical Parts Agreements

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with a seamless procurement and cost-effective solution for electrical needs. Vantage Group Distributors include – Crescent Electric Supply Co., Platt Electric, Rexel, McNaughton-McKay Electric Co., Westbourne, BA Supply, Interstate Electric Supply, Stoneway Electric Supply, Nedco, and Gexpro. The Vantage Electrical Group Cooperative Agreement establishes set pricing for all servicing distributors, including Platt Electric.

Agreements with these three vendors enables City staff to procure Electrical parts and supplies throughout their shifts. Platt Electric opens at 6 am, whereas Wille Electric opens at 7 am and is closed for lunch from Noon to 1 pm. A normal workday for staff typically begins at 6 am and ends approximately 4:30 pm, with at least one staff member being on the rotating 24-hour OnCall shift. Both Platt Electric and Wille Electric offer 24/7 emergency service, ensuring that staff can access necessary supplies at any time. Notably, Wille Electric has a history of accommodating after-hours and emergency requests by opening the store outside of regular business hours. Having three vendors will allow staff to purchase items from multiple vendors, in case one vendor is unable to fulfill the order. This approach ensures a more reliable supply chain and can help mitigate potential disruptions.

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(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will results in procurement for the City at the lowest possible cost commensurate with the desired quality.” City Staff requested a price list detailing the discounts each vendor can provide for each item. Following this, City Staff conducted a price analysis to determine the average discount offered by each vendor. The analysis revealed that Consolidated Electric Distributor offers an average discount of 51%, while Wille Electric provides an average discount of 47%. City staff conducted a price comparison with other local vendors for frequently purchased items. We found that the prices at Wille Electric and Platt Electric were comparable to or lower than those of other vendors. Also, the proximity of Wille Electric and Platt Electric to our location results in significant time savings for our staff. In addition, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City could be served. Both requirements were met based on the Competitive Bidding Process selected by E&I Cooperative Services.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year (FY) 2024-25 to support the cost for these agreements. The funding source for these agreements is approximately 92% utilized by the Surface Transportation Fund and Utility Funds.

Below is a summary of spending for the three vendors over a five-year period. #15..
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City Council, September 10, 2024
Electrical Parts Agreements

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Period Consolidated Electric Platt Electric Willie Electric Total Year 1 $ 4,560 $ 87,386 $ 56,437 $ 148,383
Year 2 $ 1,935 $ 113,638 $ 101,447 $ 217,020
Year 3 $ 329 $ 135,525 $ 87,088 $ 222,942
Year 4 $ 335 $ 91,491 $ 182,251 $ 274,077
Year 5 (thru June 24) $ 1,480 $ 104,818 $ 78,449 $ 184,747 Total $ 8,639 $ 532,858 $ 505,672 $ 1,047,169
COMMITTEE RECOMMENDATION:

This item was presented at the August 26, 2024, Finance Committee and approved to move forward to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Purchasing Agreements for the purchase of Electrical Parts and Supplies to Vantage Electrical Group, Crystal Lake, IL under the authorized distributor Platt Electric, Modesto, CA, by utilizing the Competitive Bidding Process from E&I Cooperative Services, Wille Electric, Modesto CA and Consolidated Electric Distributors, Modesto CA for a two-year Agreement with three (3) one-year extension options, for an annual combined estimated amount of $325,000 and a total amount not to exceed $1,625,000 over five years; and authorizing the Director of Finance to adjust agreement totals between vendors based on contractor’s availability and department’s needs, ensuring the combined total amount does not change and authorizing the Director of Finance or her designee to execute the Agreements.

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

1. Resolution

2. Consolidated Electric Distributor – Agreement 274808

3. Consolidated Electric Distributor – Price Analysis

4. Willie Electric – Agreement 274807

5. Willie Electric – Price Analysis

6. Platt Electric – Agreement 274806

7. Platt Electric – Master Agreement

8. Request for Proposal – E&I

9. Scoring Abstract – E&I

10. Bid Waiver Consolidated Electric

11. Bid Waiver Wille Electric
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1 MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING THE PURCHASING AGREEMENTS FOR THE

PURCHASE OF ELECTRICAL PARTS AND SUPPLIES TO VANTAGE

ELECTRICAL GROUP, CRYSTAL LAKE, IL UNDER THE AUTHORIZED

DISTRIBUTOR PLATT ELECTRIC, MODESTO, CA, BY UTILIZING THE

COMPETITIVE BIDDING PROCSS FROM E&I COOPERATIVE SERVICES,

WILLE ELECTRIC, MODESTO, CA, AND CONSOLIDATED ELECTRIC

DISTRIBUTORS, MODESTO, CA FOR A TWO-YEAR AGREEMENT WITH THREE (3) ONE-YEAR EXTENSION OPTIONS, FOR AN ANNUAL
COMBINED ESTIMATED AMOUNT OF $325,000 AND A TOTAL AMOUNT NOT TO EXCEED $1,625,000 OVER FIVE YEARS; AND AUTHORIZING THE

DIRECTOR OF FINANCE TO ADJUST AGREEMENT TOTALS BETWEEN
VENDORS BASED ON CONTRACTOR’S AVAILABLITY AND DEPARTMENT

NEEDS, ENSURING THE COMBINED TOTAL AMOUNT DOES NOT
CHANGE; AND AUTHORIZING THE DIRECTOR OF FINANCE, OR HER

DESIGNEE TO EXECUTE THE AGREEMENTS
WHEREAS, City staff make purchases for various electrical parts and supplies which include numerous types of fuses, wiring, conduit, connectors, fittings, photo controls, wiring devices, tools, circuits, drill sets, bulbs, blades, bushings etc.; and WHEREAS, the Finance Department Purchasing Division evaluated competitive bidding pricing through several cooperative agreements which include the State of California, OMNIA Partners and Sourcewell to evaluate other awarding competitive vendors; and
WHEREAS, there was a cooperative agreement identified for Platt Electric but there was no cooperative agreement identified for Wille Electric or Consolidated Electric Distributors for the Electrical Parts and Supplies; and WHEREAS, City staff met with the three local vendors with whom City has business relationships: Wille Electric, Consolidated Electric Distributors and Platt Electric; and
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2 WHEREAS, Staff followed-up with these vendors to understand the business in greater depth to determine availability of parts, range of manufacturers and whether the City could obtain a higher discount with each vendor; and WHEREAS, Platt Electric has a cooperative agreement the City can utilize to meet the City’s bidding requirements and on February 27, 2023, Educational and Institutional (E&I) Cooperative Services issued Request for Proposal EI00209-2023RFP under Master Agreement Number EI100339~2023MA for Electrical Supplies, Equipment, and Other Related Products & Services which was advertised through USA Today and the E&I Procurement Portal; and
WHEREAS, on March 8, 2023, proposals were opened at E&I main office location; and
WHEREAS, two (2) proposals were received and based on the evaluation criteria outlined in the RFP, one (1) contract was awarded for this commodity for Electrical Parts and Supplies which was Vantage Group Distributors with Platt Electric being included as part of this distributor; and
WHEREAS, the Vantage Electrical Group Cooperative Agreement establishes set pricing for all servicing distributors, including Platt Electric; and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid; and
WHEREAS, However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will results in #15..
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3 procurement for the City at the lowest possible cost commensurate with the desired quality.”; and
WHEREAS, City Staff requested a price list detailing the discounts each vendor can provide for each item. Following this, City Staff conducted a price analysis to determine the average discount offered by each vendor and the analysis revealed that Consolidated Electric Distributor offers an average discount of 51%, while Wille Electric provides an average discount of 47%; and
WHEREAS, City staff conducted a price comparison with other local vendors for frequently purchased items and found that the prices at Wille Electric and Platt Electric were comparable to or lower than those of other vendors; and WHEREAS, the proximity of Wille Electric and Platt Electric to our location results in significant time savings for our staff; and
WHERAS, MMC 8-3.202(h) encourages the Purchasing Manager to join with the State of California and other units of government in cooperative purchasing plans when the best cost savings interest of the City could be served. Both requirements were met based on the Competitive Bidding Process selected by E&I Cooperative Services.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the Purchasing Agreements for the purchase of Electrical Parts and Supplies to Vantage Electrical Group, Crystal Lake, IL under the authorized distributor Platt Electric, Modesto, CA, by utilizing the Competitive Bidding Process from E&I Cooperative Services, Wille Electric, Modesto CA and Consolidated Electric Distributors, Modesto CA for a two-year Agreement with three (3) one-year extension #15..
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4 options, for an annual combined estimated amount of $325,000 and a total amount not to exceed $1,625,000 over five years.

BE IT FURTHER RESOLVED, that the Director of Finance, or her designee, is hereby authorized to execute the Agreements, in a form approved by the City Attorney. #15..
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5 The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of September, 2024, by Councilmember _______, who moved its adoption, which motion being duly seconded by Councilmember _________, was was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: _____________________________

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

BY: ________________________________
JOSE M. SANCHEZ, City Attorney
#15..
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1 ANNUAL PURCHASE AGREEMENT # 274808

FOR ELECTRICAL PARTS AND SUPPLIES
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 Consolidated Electrical Distributors, a California corporation hereinafter called VENDOR,
W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-_____ authorizing the Award and agreement for the furnishing of Electrical Parts and Supplies described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and NOW, THEREFORE, the parties hereto mutually agree as follows:

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

Year one: SEPTEMBER 24, 2024 THROUGH SEPTEMBER 23, 2025 Year two: SEPTEMBER 24, 2025 THROUGH SEPTEMBER 23, 2026 Year three: SEPTEMBER 24, 2026 THROUGH SEPTEMBER 23, 2027 Year four: SEPTEMBER 24, 2027 THROUGH SEPTEMBER 23, 2028 Year five: SEPTEMBER 24, 2028 THROUGH SEPTEMBER 23, 2029

2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $4,000.

The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $20,000.

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

C. Price increases for each subsequent AGREEMENT years two, three, four, and five, shall be negotiated in good faith by the parties, but in no instance may exceed the net percentage increase during the prior 12 #15..
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2 month period in the Federal Bureau of Labor Statistics’ Consumer Price Index (CPI) for West Urban Area.

Requests for price increases in any renewal year shall be submitted by VENDOR in writing at least ninety (90) days prior to the annual anniversary date of the AGREEMENT.

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

4. PURCHASES: Must not exceed $3,500, and may not be split in order to avoid the $3,500 threshold. Vendor shall provide quarterly purchase history reports upon request.

5. ORDERING: Vendor shall deliver GOODS to the location specified by the ordering department of the CITY.

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

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

8. TERMINATION:

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

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

9. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.
#15..
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3 10. RESPONSIBILITY: Unless otherwise specified, the VENDOR shall be responsible for all GOODS until delivered at CITY’s designated delivery point and shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.

11. SHIPMENT: Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered F.O.B.

Destination Freight Prepaid and Included in Price of GOODS. VENDOR may not collect freight collect or charge shipping expenses otherwise to CITY. Original receipted freight bill must accompany the invoice.

Shipment must be made within the time stated on the Confirmation of Order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control and without the fault or negligence of VENDOR.

12. CHANGES: The AGREEMENT may at any time, by written order of the CITY, be changed in regard to the GOODS to be furnished, quantities ordered, unit price, discount, delivery point or arrangements, terms or any other matters affecting the AGREEMENT . 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.

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

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

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

16. INDEMNITIES:

B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR. #15..
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4 17. GOVERNING LAW: This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of law provisions or principles.

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

19. 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.

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

21. 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:

VENDOR:

Consolidated Electrical Distributors
Brandon Hughes
4212 Bangs Ave
Modesto, CA 95356
Phone: (805) 208-3611
[email protected]
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

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

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

24. ENTIRE AGREEMENT: This AGREEMENT contains the entire understanding between VENDOR and CITY. Additional or new terms contained in this AGREEMENT which vary from VENDOR’S bid are #15..
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5 controlling and are deemed accepted by VENDOR by provision of any GOODS or other commencement of performance hereunder. 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.

FOR ELECTRICAL PARTS AND SUPPLIES
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 Wille Electric Supply, a California corporation, hereinafter called VENDOR,
W I T N E S E T H:

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

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

2. PRICING:

B. Pricing ratios of vendors cost to the City of Modesto’s purchase price will remain firm however, specific individual pricing will have to be adjusted if manufacturers change their prices. The City shall have the right to request confirmation of manufacture price increase upon request VENDOR shall provide. #15..
- 564 -
2 3. USAGE: VENDOR shall provide whatever quantities may be required during the term of this Agreement.

No minimum or maximum quantities are guaranteed or implied by CITY.

4. PURCHASES: Must not exceed $3500, and may not be split in order to avoid the $3500 threshold. VENDOR shall provide quarterly purchase history reports upon request.

5. ORDERING: VENDOR shall deliver GOODS to the location specified by the ordering department of the CITY.

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

8. TERMINATION:

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

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

10. RESPONSIBILITY: Unless otherwise specified, the VENDOR shall be responsible for all GOODS until delivered at CITY’s designated delivery point and shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given. #15..
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3 11. SHIPMENT: Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered F.O.B.

Shipment must be made within the time stated on the Confirmation of order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control and without the fault or negligence of VENDOR.

12. CHANGES: The AGREEMENT may at any time, by written order of the CITY, be changed in regard to the GOODS to be furnished, quantities ordered, unit price, discount, delivery point or arrangements, terms or any other matters affecting the AGREEMENT. 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.

16. INDEMNITIES:

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

17. GOVERNING LAW: This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of law provisions or principles.
#15..
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4 18. VENUE: Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

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

VENDOR:

Wille Electric Supply
Seth Nuemann
101 S. 7th Street
Modesto, CA 95354
Phone: (209) 527-6800
[email protected]
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

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

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

24. ENTIRE AGREEMENT: This AGREEMENT contains the entire understanding between VENDOR and CITY. Additional or new terms contained in this AGREEMENT which vary from VENDOR’S bid are controlling and are deemed accepted by VENDOR by provision of any GOODS or other commencement of performance hereunder. 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 #15..
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5 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.

25. 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.
#15..
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6 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2024-_____ adopted by the Council of the City of Modesto on the ______ day of _____________________, 2024 and Wille Electric Supply has caused this Agreement to be duly executed.
#15..
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Catalog Number Discount Percentage
130C-3/4X30FT -31.72%
1755-3/4X60FT -21.45%
2520-1X36YD-K -32.43% Average Discout Percentage: -46.82% 33+-3/4X76FT-1 -21.38%
35-3/4X66FT-BL -21.42%
35-3/4X66FT-BR -21.42%
35-3/4X66FT-GN -21.42%
35-3/4X66FT-GY -21.42%
35-3/4X66FT-OR -21.42%
35-3/4X66FT-RD -21.42%
35-3/4X66FT-YL -21.42%
CP-25WB+ -14.27%
SCOTCHKOTEFD -21.41%
1SFN075417R1002 -48.81%
AB373 -66.69%
AF116-30-11-13 -51.81%
AQU3182RCXAXT1B4 -82.87%
ATK300 -54.01%
MB613 -82.87%
MT-110B -1.90%
OHB175L12 -35.45%
OS400J03 -35.45%
OXP12X395 -35.44%
OZXA-200 -35.45%
OZXA-400 -26.11%
RT2C -21.78%
TG3221 -66.93%
TG3221R -66.93%
TGL20 -28.63%
TH3361R -66.93%
THQB1120 -62.45%
THQB1130 -62.45%
THQB32100 -62.45%
THQL1115 -65.77%
THQL1120 -65.77%
THQL1130 -68.66%
TL412R1 -28.66%
TQLFP1 -28.66%
64691473 -35.48%
3AUA0000058221 -13.43%
3AUA0000108087 -13.43%
3AUA0000204812 -41.94%
3AUA0000204814 -41.94%
3AUA0000204815 -41.94%
3AUA0000204816 -41.94%
3AUA0000204817 -41.94%
3AUA0000204819 -41.94%
3AUA0000204820 -41.94%
3AUA0000204821 -41.94%
3AUA0000204822 -41.94%
3AUA0000204823 -41.94%
#15..
- 570 -
3AUA0000219774 -41.94%
3AUA0000233587 -35.48%
3AUA0000233592 -5.86%
3AXD50000009374 -35.48%
3AXD50000010763 -35.48%
CDPI-01 -13.43%
CE250N016 -47.26%
ICN2S54T35I -82.40%
ICN4S5490C2LSG35I -89.53%
LEDINTA0024V41FLOM -90.66%
117-TB -70.77%
AWCAP-GV -50.72%
B2008PAZN -80.89%
B2009PAZN -80.89%
B2013PAZN -78.40%
B2208PAZN -80.89%
B230ZN -76.74%
BFP22SH-120 -81.29%
S21000SC00 -33.29%
S60500CP00 -33.32%
S60500LN00 -33.17%
S60700FB05 -33.35%
S61000SC00 -33.28%
170 -55.83%
270 -55.88%
390 -48.36%
170G -55.93%
190G -48.30%
270G -55.94%
270SG -55.94%
370G -55.96%
390G -48.33%
470G -55.93%
670G -55.95%
C17 -55.95%
C19 -48.33%
DS100G -38.17%
EYS316 -53.39%
EYS616 -53.40%
FD3 -42.44%
FDC1 -42.44%
FDC2 -42.43%
FDCC2 -38.20%
FDD2 -38.19%
FS252 -38.19%
FSC2 -42.43%
GASK1943 -52.55%
LB15-CGN -44.83%
LB19 -48.33%
LB25CGN -44.83%
LB35CGN -44.83%
LB45-CGN -44.83%
#15..
- 571 -
LB47 -55.96%
LL27 -55.96%
LL67 -55.96%
PLG2-SA -43.26%
RE32 -43.20%
RE86 -43.32%
ST-2 -56.88%
T17 -55.93%
T27 -55.95%
T37 -55.96%
T39 -48.35%
T67 -55.97%
TB38 -42.43%
39711 -12.02%
39820 -34.37%
90020 -6.55%
40110J -48.02%
40120J -49.21%
40335J -34.46%
40725J -50.93%
62036J -18.16%
79008J -45.54%
79032J -42.53%
79424J -37.94%
10250T1 -61.26%
10250T111 -53.50%
10250T1311 -58.15%
10250T1322 -51.95%
10250T1323 -51.95%
10250T181N -25.56%
10250T2 -61.26%
10250T221LRP06 -58.15%
10250T3011 -51.95%
10250T30B-POP -58.15%
10250T333 -58.15%
10250T4023 -51.95%
10250T411 -53.51%
10250T53 -61.24%
10250TA74 -61.26%
10250TC1N -61.25%
10250TC21 -61.25%
10250TC2N -61.25%
10250TKB -61.25%
10250TM42 -25.47%
10250TM51 -25.47%
6LES500T -33.33%
AN19AN0A5E020 -63.61%
AN19DN0A5E045 -63.61%
AN19GN0A5E045 -63.61%
AN19KN0A5E100 -63.61%
AN19KN0B5E100 -63.61%
BAB1020 -61.11%
#15..
- 572 -
BAB2020 -61.41%
C0250E2AFB -70.64%
C320KGS3 -51.39%
C320KGT14 -48.86%
CHFP -40.28%
D65VMLS480C -6.94%
DMK -59.99%
DXG-ACC-RTBATT -49.92%
E22LED120RN -60.58%
E29KLT -6.94%
ECN5512CAE-C1R63/C -80.04%
ELCPC12NNARDRDT -30.55%
FAZ-C2/1-SP -77.71%
FAZ-C20/1-SP -77.71%
FAZ-D1/1-SP -80.37%
FAZ-D1/3 -82.94%
FAZ-D15/3 -82.94%
FAZ-D20/3-NA -66.50%
FAZ-D5/1-SP -80.37%
FAZ-D5/3-NA -66.50%
H2116B-3 -51.39%
HFD3030 -77.23%
HFD3125 -78.58%
HMCPS030H1C -71.85%
LES3600LSI -33.33%
M22-CK11 -40.01%
M22-DL-G -39.95%
M22-K01 -40.00%
M22-LED-G -39.98%
M22-L-G -40.01%
M22-PVT -40.00%
M22-XBK5 -63.77%
R5A3030U -60.00%
SHR00N4X -59.99%
XTCE007B10A -81.64%
XTCE009B10A -81.64%
XTCE032C10T -82.25%
XTCEXSCC11 -68.05%
XTOB004BC1 -58.38%
XTOB006CC1 -58.38%
XTOB010CC1 -58.38%
XTOB012BC1 -58.38%
XTOB016CC1 -58.38%
XTOB024CC1 -58.38%
XTOE100GGSS -40.00%
21103 -59.25%
28102 -60.75%
218001P -67.59%
218005P -67.59%
235001P -69.30%
GAL100 -64.05%
GAL125 -60.59%
#15..
- 573 -
GAL200 -59.33%
A1066JFGQRPWR -47.32%
A12R124 -40.76%
A12R126 -40.77%
A12R126NK -40.77%
A16148CH -34.89%
A201606LP -6.67%
A20P16 -45.10%
A242008LP -6.67%
A24P20 -45.11%
A606CH -34.89%
A606CHNFSS -39.09%
A643DSC -6.67%
A806CH -34.89%
A864CHQRFG -6.67%
A8P6 -43.30%
AL2ACCW -49.46%
AS056M -48.24%
AS075 -48.23%
AS100 -48.22%
AS125 -48.24%
AS150SS -48.25%
AS200 -48.23%
AS200SS -48.25%
ASE12X12X4 -27.86%
ASE6X6X4 -27.83%
ASLDA -49.46%
ATEMNCF -39.37%
ATEMNOF -39.37%
AVK44 -39.35%
AVK66 -39.36%
CP1612 -6.65%
CP2020 -6.66%
CP3030 -6.67%
CSD16128 -52.00%
CSD16168SS -6.67%
CSD303010SS -6.67%
CWHK -6.66%
CWHPTO -6.66%
DL36 -49.47%
TFP41 -39.37%
TFP41SS -39.37%
02201017 -34.19%
02401015 -22.62%
02401018 -22.35%
02402019 -22.63%
02403042 -22.43%
02403043 -22.83%
07401035 -34.26%
1221I -56.37%
515P -85.01%
515SC -70.80%
#15..
- 574 -
AAR -68.05%
ATD2000C -49.64%
ATP1500C -58.95%
BR15I -50.00%
CU300A -48.80%
HBL1202I -22.58%
HBL2311 -69.75%
HBL2313 -69.77%
HBL2610 -53.56%
HBL2640 -60.68%
HBL2641 -60.68%
HBL3032 -34.47%
HBL330C4W -47.60%
HBL4720C -53.56%
HBL5266C -69.36%
HBL5266CA -53.56%
HBL5269C -77.92%
HBL5366C -53.56%
HBL5366CA -60.68%
HBL5369C -53.54%
HBL6PS350A -22.60%
HBL7832 -47.57%
HBL9309 -53.72%
HBL9367 -53.55%
HBL9368 -53.59%
HBL9451C -60.56%
HBLDS3P -61.89%
L1630R -66.77%
NSP11I -10.00%
P13W -22.35%
PS0509NBK -34.11%
PS0759NBK -34.30%
SS1 -45.43%
SS13 -57.29%
SS26 -57.56%
SS262 -67.08%
SS720 -34.72%
SS725 -34.48%
SS8 -45.43%
WS1000I -51.38%
WS2000W -52.32%
30-072 -1.66%
30-073 -1.62%
30-076 -1.64%
30-165 -1.63%
30-341 -1.64%
30-342 -1.64%
30-452 -1.63%
30-454 -1.64%
31-318 -11.60%
31-388 -27.68%
44-101 -18.63%
#15..
- 575 -
44-102 -18.63%
44-103 -18.54%
44-110 -18.63%
83-2241 -9.80%
83-2341 -9.81%
83-7171 -9.89%
83-7221 -9.87%
83-9291 -9.89%
83-9301 -9.87%
83-9581 -9.89%
83-9601 -9.87%
83-9771 -9.84%
83-9781 -9.41%
GT3A-3AF20 -13.84%
GT3A-4AD24 -10.77%
PS5R-VA24 -18.43%
RH1B-UAC120V -21.58%
RH1B-ULDC24V -24.64%
RH2B-UAC110-120V -24.66%
RH2B-ULAC110-120V -21.53%
RH2B-ULDC12V -29.58%
RH3B-UAC120V -21.79%
RH3B-ULAC120V -18.69%
RH3B-ULDC24V -18.44%
RR3B-ULAC120V -18.43%
RR3B-ULCAC120V -18.47%
RTE-P2AF20 -10.77%
RU2S-C-A110 -21.46%
SH1B-05 -24.36%
SH2B-05 -24.52%
SH2B-05C -19.66%
SH3B-05 -30.93%
SR2P-05 -24.45%
SR2P-06 -21.53%
SR3P-05 -18.43%
DE-OX-8OZ -29.90%
EK4036S -43.74%
EK4336S -43.75%
EK4536 -44.28%
EK4736S -43.70%
ELC4536 -44.19%
GZ40BU -43.75%
K122 -68.33%
LED4536SC -43.75%
WP1010C -43.70%
WP1010MXD -43.85%
WP1220C -43.77%
WP3100C -43.72%
631 -39.01%
1010 -39.00%
9216 -39.02%
11046 -39.01%
#15..
- 576 -
11053 -39.01%
11055 -39.00%
29601 -39.02%
32217 -39.02%
32288 -39.01%
32307 -39.00%
32308 -38.98%
32314 -39.01%
32477 -38.99%
32510 -39.02%
32581 -39.02%
32614 -39.02%
32717 -39.02%
32907 -39.00%
33524 -39.02%
44101 -38.97%
44218 -39.00%
44219 -39.02%
48036 -39.01%
55437 -38.99%
56028 -39.01%
56040 -39.01%
56064 -39.02%
56380 -39.02%
56412 -39.02%
56414 -39.02%
60135 -39.02%
60136 -39.01%
63060 -39.02%
70550 -39.00%
85076 -39.01%
85613 -39.01%
94130 -39.02%
11055-INS -39.01%
32500MAG -39.01%
33532-INS -39.02%
33736INS -39.02%
50900R -39.00%
5541610-14 -39.02%
600-6 -38.97%
600-8 -39.01%
601-10 -39.02%
602-4-INS -38.99%
602-7DD -39.01%
603-10 -39.02%
607-3 -38.94%
608-4 -38.95%
612-4-INS -38.99%
D228-8 -39.01%
D275-5 -39.01%
D502-12 -39.01%
D502-6 -39.02%
#15..
- 577 -
ET450 -39.02%
J1005 -39.02%
J2000-48 -39.02%
J203-7 -39.02%
J203-8N -39.01%
J206-8C -37.48%
K12035 -39.01%
KTSB15 -39.02%
MAG2 -38.97%
NCVT2P -39.02%
NCVT-6 -39.01%
TI222 -39.02%
09-11-240-SBA -28.56%
13-82-8-SBA -28.56%
85-01-250-SBA -28.56%
86-03-180-SBA -28.56%
86-03-250-SBA -28.56%
87-01-125-SBA -28.56%
87-01-180-SBA -28.57%
87-01-250-SBA -28.57%
87-01-300 -27.23%
95-05-155-SBA -28.55%
95-11-200-SBA -28.57%
98-55 -28.57%
84001 -29.43%
OSFHU-ITW -33.92%
0313002.VXIDP -76.45%
216002P -72.04%
217001P -40.91%
218010P -72.74%
225002P -41.13%
235003P -72.00%
235004P -71.82%
235006P -71.82%
312001P -75.27%
312002P -75.27%
312005P -75.48%
31201.5P -75.27%
313015P -74.18%
313020P -74.23%
314010P -74.17%
314015P -74.17%
314020P -74.19%
CCMR010P -80.88%
FLA.500 -74.26%
FLM004 -83.08%
FLM005 -83.08%
FLM010 -83.08%
FLM030 -83.08%
FLNR015 -79.39%
FLNR020 -79.39%
FLNR030 -79.39%
#15..
- 578 -
FLNR040ID -79.39%
FLQ001 -81.61%
FLQ005 -81.61%
FLQ010 -81.61%
FLQ030 -81.61%
FLSR003ID -79.41%
FLSR004ID -79.41%
FLSR015ID -79.39%
FLSR02.8ID -79.42%
FLSR020ID -79.39%
FLSR025ID -79.39%
FLSR03.2ID -79.40%
H218005P -26.39%
HLMUDNAAN -47.06%
JLLS400 -75.73%
JLS350 -80.15%
JTD007ID -81.62%
JTD008ID -81.62%
JTD045ID -81.61%
JTD110ID -81.62%
KLDR001.TXP -81.61%
KLDR003.TXP -81.61%
KLDR005.TXP -81.61%
KLDR009.TXP -81.61%
KLDR01.5TXP -81.61%
KLDR010.TXP -81.61%
KLDR015.TXP -81.61%
KLDR020.TXP -81.61%
KLK015 -82.34%
KLK020 -82.34%
LEBAAK -26.46%
LEBJJK -26.46%
LEXAA -26.47%
LFT604003CS -26.47%
LRU-216R -48.52%
TDB120AL -47.06%
TDM120AL -47.05%
TRU1 -47.06%
TRU2 -47.06%
WPB1 -26.44%
AJT35 -64.80%
AJT40 -64.80%
SP07U320 -22.00%
TRS30RID -66.02%
DVSG0110E -36.11%
DVSP0055E -36.11%
DVSP0080E -36.11%
DVSP0110E -36.11%
DVSP0130E -36.11%
DVSP0250E -36.11%
DVSW0055E -36.11%
DVTP0080E -36.11%
#15..
- 579 -
MAPP0083D -26.39%
MAPP0103D -26.39%
MAPP0240D -26.39%
AM-N1-N1 -28.34%
G-20 -9.90%
IPLD500-3 -28.34%
ISR-250 -28.34%
ISR-350 -24.74%
ISR-500 -28.34%
IT-1/0 -28.36%
IT-250 -28.36%
IT-3/0 -28.31%
IT-4 -28.34%
IT-500 -28.33%
ITO-1/0 -28.31%
ITO-3/0 -28.32%
TB3096-6 -28.28%
C38-4X-G -40.00%
COND1-G -40.00%
COND2-G -40.00%
COND3/4-G -40.00%
CPL3/4-G -39.97%
ELL1-G -39.99%
ELL2-G -40.00%
FD22-G -40.00%
GUP215-G -40.00%
HUB1/2-G -40.00%
HUB2-G -40.00%
HUB3-G -40.00%
LB28-4X-G -39.99%
LL28-4X-G -39.99%
NPL1X4-G -39.99%
T18-4X-G -40.00%
T28-4X-G -40.00%
135103 -84.41%
281899 -90.77%
383372 -89.17%
429902 -86.83%
467233 -86.70%
479600 -89.92%
575506 -41.23%
0800886 -20.94%
2701402 -9.66%
2866310 -19.37%
2866323 -18.90%
2904600 -16.43%
2966184 -7.12%
2967772 -12.82%
3030213 -21.38%
3030226 -21.55%
3032127 -21.41%
3032224 -21.43%
#15..
- 580 -
3038930 -22.46%
3044076 -21.26%
3044092 -21.43%
3044102 -52.21%
3044128 -20.74%
3044199 -21.22%
3045130 -21.05%
3046207 -32.21%
3047028 -20.27%
3200690 -67.86%
075 -50.00%
100 -49.28%
200 -50.25%
10080 -61.03%
20080 -55.12%
BRISK17FA20 -14.28%
H17XL -14.27%
LFLED5YA -13.12%
SMS500 -13.36%
WP2XFU100 -14.28%
AL9V-6J -68.50%
ALAA-8J -76.12%
ALAAA-8J -76.47%
ALC-6J -69.31%
ALD-6J -61.74%
DIY3AAA-BC -50.04%
KECR2032-1G -74.11%
SDN10-24-100P -37.06%
SDN5-24-100P -11.89%
141 -54.02%
143 -54.01%
144 -59.13%
145 -59.12%
147 -59.13%
224 -59.98%
226 -59.98%
612 -69.41%
1277 -58.86%
1350 -48.57%
1451 -42.07%
1452 -42.07%
1942 -51.01%
1943 -60.00%
1944 -60.00%
1947 -51.02%
2520 -18.70%
2523 -25.48%
2525 -25.47%
2534 -25.47%
2535 -18.70%
2556 -25.48%
2564 -25.48%
#15..
- 581 -
2574 -25.47%
3210 -54.30%
3875 -55.89%
5264 -41.59%
5267 -41.60%
5268 -48.09%
5332 -54.87%
5335 -60.62%
5339 -55.20%
5342 -56.92%
8220 -54.95%
8223 -62.00%
8520 -54.95%
54504 -25.48%
54507 -25.47%
10RC-10F -46.99%
10RC-14 -40.38%
10RC-14F -49.18%
142-TB -54.02%
146-TB -54.02%
14RB-10F -40.38%
18RA-6F -40.38%
18RA-8FL -49.18%
223-TB -60.02%
225-TB -60.00%
2520-2 -32.25%
2920SST -32.25%
2IH3-2 -71.17%
2RB14 -44.59%
2RC10X -40.38%
3302-TB -21.98%
3303-TB -22.00%
52171-1/2-3/4-E -86.89%
52171-3/4 -87.67%
52C1 -85.23%
53151-1/2&3/4 -86.57%
531511234UB -96.82%
5334-TB -55.32%
5352-TB -69.36%
58C30 -86.14%
601-TB -56.68%
602-TB -64.00%
702-1-1/4-SS -90.85%
702-3/4-SS -87.80%
72C1 -86.18%
72C62 -78.83%
8H -47.83%
A1200HS-10EG -79.67%
A1200HS-10SS -87.23%
ADR11-21 -47.83%
ADR2 -47.83%
ADR21 -47.83%
#15..
- 582 -
ADR21-21 -52.57%
ADR6 -47.83%
B1400HS-10EG -81.03%
B1400HS-10SS -89.78%
B14-8F -38.35%
B-918 -74.80%
B-919 -74.80%
CCB -71.86%
CCD -62.06%
CC-NPT-12-B -26.22%
CCT-1 -69.51%
CKMUV -60.03%
CP8-TB -30.69%
CPO187-0-A -74.59%
CPO250-0-A -69.73%
CPO375-0-A -70.73%
CPO500-0-A -75.61%
CPO63-0-A -72.95%
ERG50 -18.69%
H050-TB -67.47%
H075A -55.49%
H075TB -67.37%
H100A -55.49%
H100-TB -68.14%
H125A -65.85%
H125-TB -60.96%
H150-TB -64.41%
H200-TB -65.35%
H250-TB -60.12%
HO221 -69.65%
HS12-6 -49.19%
HS903 -62.56%
HS904 -65.92%
HS906 -62.15%
IH3-1-LM -67.97%
IH3-2-LM -73.93%
IH4-1-LM -63.48%
IH5-1-LM -65.71%
JP12 -50.07%
LT100P -56.10%
LT450P -58.25%
LT50P -50.11%
LT75P -56.35%
LT950P -58.25%
LT975P -51.22%
LTC050-500 -77.24%
LTC075-500 -77.24%
LTC100-500 -45.80%
MSC2 -32.93%
PLG-1-RD -66.12%
RA18-250A -39.02%
RB14-250A -27.71%
#15..
- 583 -
RB44 -27.70%
RC10-10F -36.49%
RC10-250A -27.71%
RC10-38 -34.38%
RC-3/4 -72.89%
RC55 -27.70%
RS13 -90.89%
RS16-CC -88.25%
S211E -45.80%
S-47 -62.06%
SH106 -50.54%
TC5357 -32.25%
TS903 -87.46%
TY27MX -52.19%
TY523M -45.11%
TY524M -36.56%
TY524MX -36.57%
TY525MX -34.02%
TY527MX -30.24%
TY528MX -30.23%
WT1-TB -25.47%
U0909-79 -34.79%
U2173 -48.61%
U-32474 -16.95%
U6410 -16.19%
20488307 -64.80%
20488312 -64.80%
20493301 -64.80%
20493307 -64.80%
20502106 -64.80%
20509603 -65.12%
20511203 -65.12%
22955901 -64.96%
22956701 -64.96%
22957501 -64.96%
22959101 -64.96%
22964101 -64.96%
22965801 -64.96%
22966601 -64.96%
22967401 -64.96%
22968201 -64.96%
22973201 -64.96%
22977301 -64.96%
22978101 -64.96%
22979901 -64.96%
22980701 -64.96%
23212401 -64.96%
29583207 -64.80%
55039303 -57.10%
55039502 -55.14%
55044901 -54.55%
55331102 -45.05%
#15..
- 584 -
55674176 -23.06%
55808602 -23.08%
55809902 -23.09%
55809912 -23.09%
55810002 -23.08%
55812406 -23.08%
57007604 -38.02%
57007904 -37.89%
57572904 -50.36%
1687SW0002 -33.19%
2548SWUSA1 -75.96%
2588SW0002 -37.41%
2589SW0002 -38.25%
#15..
- 585 -
1 ANNUAL PURCHASE AGREEMENT – # 275806

FOR ELECTRICAL PARTS AND SUPPLIES
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 Platt Electric Supply a California corporation, hereinafter called VENDOR,
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 furnishing of Electrical Parts and Supplies described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for Electrical Supplies, Equipment, and other Related Products & Services as described in RFP E100209~2023, attached hereto as Exhibit “B” and made a part hereof, and

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

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

2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $160,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $800,000.
#15..
- 586 -
2 B. Pricing shall be based off cost plus fixed margin based off current market conditions .

3. USAGE: VENDOR shall provide whatever quantities may be required during the term of this Agreement.

No minimum or maximum quantities are guaranteed or implied by CITY.

4. PURCHASES: Must not exceed $3500, and may not be split in order to avoid the $3500 threshold. Vendor shall provide quarterly purchase history reports upon request.

5. ORDERING: VENDOR shall deliver GOODS to the location specified by the ordering department of the CITY.

8. TERMINATION:

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

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

9. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.
#15..
- 587 -
3 10. RESPONSIBILITY: Unless otherwise specified, the VENDOR shall be responsible for all GOODS until delivered at CITY’s designated delivery point and shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.

11. SHIPMENT: Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered F.O.B.

12. CHANGES: The AGREEMENT may at any time, by written order of the CITY, be changed in regard to the GOODS to be furnished, quantities ordered, unit price, discount, delivery point or arrangements, terms or any other matters affecting the AGREEMENT. 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.

16. INDEMNITIES:

B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR. #15..
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4 17. GOVERNING LAW: This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of law provisions or principles.

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

Vendor:

Platt Electric Supply
Manuel Payan
1247 Lone Palm Ave
Modesto, CA 95351
Phone: (209) 578-6484
[email protected]
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

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

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

24. ENTIRE AGREEMENT: This AGREEMENT contains the entire understanding between VENDOR and CITY. Additional or new terms contained in this AGREEMENT which vary from VENDOR’S bid are #15..
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5 controlling and are deemed accepted by VENDOR by provision of any GOODS or other commencement of performance hereunder. 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.

This Agreement has been established based on EI00209~2023RFP for Electrical Supplies, Equipment, and Other Related Products & Services, all addenda, Supplier response, best and final offer, and negotiations. The Supplier has a network of electrical distributors known in this Agreement as “Servicing Distributors”. The Servicing Distributors are the ordering, invoicing, and distribution locations for Members using this Agreement. All Members will have access to the Servicing Distributor network and may be assigned to the closest Servicing Distributor to the Member’s campus or location. Members are to contact Vantage Group for Servicing Distributor assignment.

I. Scope
This National agreement shall apply to all E&I Member institutions (“Member” or “Members”) as listed in the Official Member List, as updated from time to time, to be provided to the Supplier, its divisions, subsidiaries and affiliates. In addition, if E&I elects to participate in the Agreement, they shall be considered a Member.

This Agreement does not constitute a purchase order or a commitment to purchase products and/or services by E&I or its Members. Any purchases made under this Agreement shall be made by the individual participating Member and any resulting contract shall be between the Member and the Supplier.

II. Term of Agreement
The Agreement’s initial term shall be for five (5) years (“Initial Term”), effective 09/01/2023 through 08/31/2028, and may be renewed for a Renewal Term not to exceed an additional five (5) years. Prior to the end of the Initial Term, and for each successive Renewal Term, the Agreement will be evaluated in overall context and performance. Exercise of any renewal will require formal written notification and mutual agreement between E&I and Supplier at least one (1) year prior to Agreement expiration.

III. [Negotiated] Pricing
The discount percentage for the products and/or services as listed on Attachment A shall be applicable to all purchases made under this Agreement for the Initial Term of the Agreement and any Renewal Terms thereafter, unless amended by the Parties. Prices shall remain firm for at least the first twelve (12) months of the Agreement Initial Term unless improved for the benefit of Members. Supplier is authorized to offer Members enhanced pricing on a case-by-case basis or under a Member Specific Agreement (“MSA”) and both shall be considered part of this Agreement. Any variances in pricing for Members shall be reported to E&I’s applicable Contract Manager.

After the first twelve (12) months of the Agreement Initial Term, the Supplier may request pricing and/or discount changes or increases. Supplier agrees to hold pricing for the same duration allowed by the applicable manufacturer; however, Supplier agrees that it shall not make more than two (2) price increase requests per twelve (12) month period.

With any price increase request, the Supplier must certify in writing that the price change request meets the criteria in Section B10 and shall be accompanied by justification for any increase to include, but not limited to, manufacturers’ national price increase announcement letter, a complete and detailed description of the specific products and/or services impacted and by what percentage, index data and any other relevant information to support the increase. Price increases must be approved by E&I no less than thirty (30) days in advance for proper communication to Members and must be memorialized in writing and signed by both parties with an amendment. However, following the approval of any price increase during the term of this Agreement, should any applicable manufacturer’s prices decrease, reducing Supplier’s cost of providing the products and/or services covered under this Agreement, Supplier agrees to reducing the cost for the benefit of the Member, to maintain the same profit margin.

IV. EDGAR Provisions
Supplier certifies compliance with all applicable federal, state, and local laws, rules, regulations, and ordinances as acknowledged in Attachment C, Supplier’s response to RFP EI00209~2023RFP EDGAR Certifications requirements.

DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
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Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 2 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
V. Terms and Conditions
Unless otherwise superseded by the terms and conditions of the contracting Member, the terms and conditions contained herein shall apply to all purchases made under this Agreement. Any terms and conditions of any Supplier invoice or acknowledgment form which are inconsistent with the terms and conditions of this Agreement shall have no effect.

VI. Entire Agreement
This Agreement together with the Attachments annexed hereto, constitutes the entire agreement between the parties and except as set forth in paragraph B37 hereof supersedes all prior agreements whether written or oral between the parties.

Documents subject to Freedom of Information Act may only be released after execution of this Agreement.

VII. Member List
The E&I Official Member List will be sent to the Supplier via an electronic file from E&I’s Member Success Team upon execution of this Agreement.

VIII. Signatures
In witness whereof, the parties have executed this Agreement and do hereby warrant and represent that their respective signatories whose signatures appear below have been and are on the date of this Agreement duly authorized to execute this Agreement.

Each Party agrees that the electronic signatures, whether digital or encrypted, of the Parties included in this Agreement are intended to authenticate this writing and to have the same force and effect as manual signatures. Delivery of a copy of this Agreement or any other document contemplated hereby bearing an original or electronic signature by electronic mail in portable document format (.pdf) form, or by any other electronic means intended to preserve the original graphic and pictorial appearance of a document, will have the same effect as physical delivery of the paper document bearing an original or electronic signature.

Vantage Electrical Group, Inc d.b.a. Vantage Group E&I Cooperative Services, Inc Supplier
{{Sig_es_:signer1:signature}} {{Sig_es_:signer2:signature}} Signature Signature
{{N_es_:signer1:fullname}} {{N_es_:signer2:fullname}}
Printed Name Printed Name
{{Ttl_es_:signer1:title}} {{Ttl_es_:signer2:title}}
Title Title
{{Dte_es_:signer1:date}} {{Dte_es_:signer2:date}}
Date Date
DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 Chief Operating Officer
Todd Altpeter
8/29/2023 | 1:29 PM PDT
Senior Vice President Sourcing
Andrew Brennan
8/29/2023 | 4:47 PM EDT
#15..
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Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 3 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
Attachment A
Discount Schedule
Two separate attachments named – “Attachment A – Vantage Group Category Discounts” and “Attachment A – Vantage Group Market Basket”
Relevant Terms
A1. [NEGOTIATED] - Customer Support
The Servicing Distributor shall provide a single point of contact plus a backup for each Member. This individual may support multiple Members. Members shall have access to their corresponding customer service representative during normal business hours of every business day (8am to 5pm Local Time).

A2. Orders/Purchases
All terms and conditions of Member’s standard terms and conditions for ordering may apply. With each ordering occurrence, it is mutually agreed that the Supplier’s notice of acceptance shall create an agreement between the parties thereto containing all pricing, specifications, terms and conditions of the Agreement, to the extent that the terms and conditions are not inconsistent with the Members’ terms and conditions or this Agreement.

A3. [NEGOTIATED] Invoices and Payment
Invoices shall be directed to the appropriate location(s) specified by the Member. Invoices and payment terms must comply with the requirements of this Agreement. Supplier acknowledges that Member may have requirements related to invoices and/or payment terms, and Supplier agrees to work with Member to reach a resolution regarding any such requirements. The Member placing the order with the Supplier shall alone be liable or responsible for payment for products and/or services ordered and will be invoiced directly by the Servicing Distributor. Neither E&I nor its other Members shall be liable for the indebtedness of any one Member.

Unless otherwise agreed between Supplier and Member, the default payment term shall be Net thirty (30) days after receipt of a valid invoice or delivery, whichever is later, and include invoicing at time of billing or delivery completion, whichever is later.

Discounts for prompt payment may be offered to any Member from the date of receipt and acceptance of products or services or the invoices, whichever is later. Supplier is encouraged to offer/propose discounts for expedited payment of invoices rendered under this Agreement. Negotiated discounts with Members for aggregated billing (monthly/bi-weekly, etc.) may be negotiated on an individual basis.

A4. Order Fulfillment, Distribution, and Installation Agreements Order Accuracy rate shall be maintained at 98% or greater order Accuracy rate is defined as “the number of items delivered as ordered divided by the total number of items ordered.”
Order Fill rate shall be maintained at 95% or greater. Order Fill rate is defined as “the number of items on an order filled completely as ordered divided by to the total number of lines on an order.” Supplier, within twenty-four (24) hours after receiving a purchase order, shall notify the Member of any potential delivery delays. The following information regarding backorder(s) shall be provided to the Member:
• PO Number, if applicable
• Item ID
• Item Name & Description
• Reason for shortage
• Plan of action (when delivery may be expected or suggested replacement) Members may have their own order fulfillment/distribution/installation agreements with a third-party agent or distributor. The terms and pricing of this Agreement are passed through to the Member and separate from any additional distributor terms and conditions, fees or markups resulting from Members’ separate fulfillment/distribution/installation agreements.

DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
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Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 4 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
A5. [NEGOTIATED] Delivery
Deliveries to Members range from but are not limited to: (1) one central receiving location, (2) multi-campus locations, (3) campus building(s), or (4) department(s). Frequency of delivery may range from: (1) daily, (2) weekly, (3) monthly, or (4) as needed to assure that institutions’ needs are met. Delivery may be based on storeroom delivery, Just-in-Time agreements, drop shipments, and delivered and installed.

Normal delivery of orders must be accomplished at established times as set by the Member. On-time delivery shall be maintained at 95% or greater. On-time delivery is defined as delivery of order within the specified delivery time frame after the placement of order. Orders will be defined as late without approved notification. The Supplier shall have the capability of expediting the delivery of orders to assure no shortage of product during installation.

Title and risk of loss shall pass to the Member at the F.O.B. destination point. The title and risk of loss of the products shall not pass to a given Member until receipt and acceptance of the products at the point of delivery. The products furnished shall be delivered:

F.O.B. Destination, Full Freight Allowed (Supplier pays freight for stocked material at the Servicing Distributor) Drop-shipped material from another location or directly from the manufacturer shall have a freight charge associated with the product, unless negotiated between Supplier and Member prior to shipment on a Distributor quote form.

Selection of a carrier for shipment will be at the Supplier’s option unless otherwise specified by the Member. If special delivery or handling charges are applicable, they shall be pre-approved by the order initiator.

The Supplier shall maintain records evidencing the delivery of products and upon request by the Member provide such proof of delivery.

A6. Member Specific Agreement (MSA)
Member and Supplier may enter into a separate MSA to further define the level of service requirements over and above the minimum defined in this Agreement, e.g., invoice requirements, ordering requirements, on campus service, specialized delivery, etc. Any MSA developed is exclusively between the Member and Supplier. E&I, its agents, and employees shall not be made a party or parties to any claim for breach of such agreement. Supplier shall report any applicable MSA information to E&I upon request (pricing variation, start/end dates, etc.).

A7. [NEGOTIATED] Third Party Distributors/Subcontractors If Supplier chooses to subcontract any service or delivery of the products under the terms herein, Supplier shall fully warrant prompt performance of the subcontractor in a fully complete, workmanlike manner customary to the trade. Failure by the subcontractor to perform in a timely manner as specified in the scope of work and consistent with the requirements of this Agreement, shall not relieve Supplier of its obligations to make complete timely delivery of products, supplies or service and shall be at no additional cost to the Member.

A8. Substitutions
No substitutions of alternate items for products ordered are permitted without the express prior written approval of the Member.

Any and all remanufactured or refurbished products are not acceptable, in lieu of a new product, unless authorized in writing by the Member.

A9. Minimum Orders
Supplier shall not impose a minimum order amount.

A10. [NEGOTIATED] Supplemental Charges
Supplier shall be required to state, at the time of order or purchase where applicable, all supplemental charges that may be assessed in addition to the pricing for the products and/or services provided including additional shipping charges, cost of products, delivery, freight fuel surcharges, installation or any other charges incurred by the Member. If Supplier offers multiple pricing options (i.e., drop ship, inside delivery, delivered and installed) they shall be specified in the applicable Purchase Order.

Notwithstanding the foregoing, Supplier shall not assess any type of transaction/convenience fee for the acceptance of a credit card as a method of payment. Supplemental charges shall not be applied to entire pricing lists or discount tiers and shall not be applied Agreement-wide. Supplemental charges apply to individual orders or purchases only between the Supplier and Member.

DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
- 595 -
Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 5 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
A11. [NEGOTIATED] Emergency Purchases
Members reserve the right to make purchases of items included under this Agreement when emergency conditions exist and do not require an Alignment Form as defined in B43. All emergency purchases shall be reported as regular sales to E&I. An Emergency Purchase, for the purposes of this Agreement, means a purchase made in a crisis situation where immediate action is required to prevent the possible loss of life or property or significant financial loss or environmental impacts. An emergency purchase may be made when the existence of an emergency condition creates an immediate and serious need for goods or services that cannot be met through normal procurement methods. Any such purchase, excepting stocked items, may have an associated freight charge included.

A12. [NEGOTIATED] Storage
If applicable, Supplier or Dealer shall be responsible for all warehousing and storage expenses for standard stock material, which may be incurred, until products are delivered as per the terms of the Member’s order.

A13. [NEGOTIATED] Tracking Lost and Damaged Shipments
If Supplier fails to deliver, or erroneously delivers products, Supplier shall take immediate corrective action to make the correct delivery at no cost to Member, so long as the error was the direct responsibility of the Supplier or Servicing Distributor.

Should any action on the part of the Supplier or a subcontractor cause visible damage to the facilities during transport, the Supplier shall immediately contact Member and forward a confirming damage report detailing the damages. Supplier shall track all shipments and provide order status to Members.

A14. [NEGOTIATED] Returns – Defective and Non-Conforming Products or Services If any products or services furnished under the Agreement are defective or non-conforming, or fail to meet warranties, if any, specifications or any other provisions of the Agreement or Member’s purchase order, any of the following remedies shall be available to the Member:
• Repair and Replacement: Supplier shall promptly coordinate repair, replace, or correct non-conforming or defective products and services at no expense to the Member.
• Cancellation: Member may cancel an order or any part thereof or any undelivered portion thereof without incurring any liability to Supplier and any payments made by Member for products or services purchased shall be refunded by the Supplier and/or its agents unless the order in question was designated as non-cancellable/non-returnable prior to the order issuance. • Removal: Supplier shall remove such products at its own expense and if the Supplier fails to remove such products, Member may return all or any portion of such products at the expense of Supplier, after a reasonable amount of time has elapsed. • Risk of Loss and Storage: Specific products may be held at the Supplier’s risk and the Supplier shall pay all expenses incurred including storage costs. Any such products shall be agreed to by Supplier and Member prior to any storage. • Products under warranty. The decision to replace such products or accept warranty repair shall be at the sole discretion of the Member except in the event the Member fails to provide timely notice of product failure to the Supplier. • After the Warranty Period: After the warranty period, if any, the Supplier is responsible to make sure that service agreements are available to the Member. The manufacturer or an authorized third party may provide the maintenance.

A15. [NEGOTIATED] Reasons for Return or Credit
The Supplier shall accept the following as reasons for return or credit:
• The product is defective or nonconforming.
• The product is incorrectly ordered or shipped. The product is received as an overage or the order is duplicated and shipped in error and the overage is noted on the shipping document(s).

The Servicing Distributor will issue credit and any waiver of claims against Member will be assessed on a case-by-case basis.

A16. [NEGOTIATED] Restocking Policy
Supplier shall not impose a restocking fee on Member under the following circumstances:
• Item is returned due to damage, incorrect product shipped, or Supplier customer service order entry error. • Inventory is returned within 24 hours of delivery, so long as the item(s) is normally returnable. • Inventory is returned but exchanged for other inventory.

Re-stocking fees for all other reasons will be according to the policy of the applicable manufacturer.

DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
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Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 6 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
A17. [NEGOTIATED] General Warranty and Product Condition of Sale The manufacturer’s standard warranty, if any, shall apply to all material and products purchased under this Agreement. Lifetime warranties, if any, shall remain in force regardless of whether the resulting Agreement is still in place.

Supplier certifies and warrants that all products sold to Members shall be:
• New and genuine
• Provided as per manufacturer’s requirements.
• Sold or manufactured via legal and reputable channels • Not misbranded
Supplier certifies and warrants those services provided under this Agreement will be provided in a competent and professional manner and in accordance with industry standards. A service warranty, if any, shall be valid for the period of time outlined on the applicable service agreement.

A18. Intentionally left blank.

A19. [NEGOTIATED] User Manuals
If applicable, Supplier shall provide on-line links to original instruction manuals for each unit ordered, including complete documentation on all components used. Electronic notification of bulletins, revisions and corrections shall be provided as they are issued. Instruction manuals shall contain:
• Definition of equipment capabilities
• Technical description of equipment operation
• Description of malfunction identification
• Troubleshooting procedures
• Detailed schematics
• Installation and use instructions
• Operating system software manual
A20. [NEGOTIATED] New and Discontinued Products
The Supplier shall, at least thirty (30) days prior or as commercially reasonable to their introduction or discontinuance, or as soon as notified by Servicing Distributor, notify E&I and the Member of any new or discontinued products. Unless noted otherwise the discount and pricing established for new products will be equal to the pricing structure proposed. If the Supplier offers a different discount structure for new products, then a separate category of “New Products” pricing should be added to the proposed discount structure on appropriate attachment. In such a case, the Supplier shall clearly indicate the number of months products are considered as “new products.”
A21. Replacement Parts
If Supplier offers replacement parts, then a separate category of “Replacement Parts” pricing should be added to the proposed discount structure.

A22. Business Review Meetings
To maintain a partnership between the Member and the Supplier, Members may require business review meetings. These meetings may be held on a quarterly basis, or as agreed to by the Parties. The business review meeting may include, but not be limited to, the following:
• Review of Supplier performance
• Review of minimum required reports (as described in the following section) • Order or purchase summary over a specified period of time DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
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Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 7 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
A23. Reporting
At a minimum, the following reports shall be provided to Member, as requested, in an electronic format on a quarterly basis, or as negotiated:
• Total orders year to date, including item ID, item description, unit of measure, total quantity ordered, total quantity shipped, sales price, list price, total sales price (total quantity shipped x sales price), method of payment, department • Overall order accuracy and fill rates
• Number of orders returned due to Customer error
• Total re-stocking charges ($) applied
• Number of orders returned due to Supplier error
• Total dollar value of surcharges, transaction fees, delivery charges, and other misc. charges • Current market updates, i.e. company news, systems failures, product recalls, etc.

A24. Employee Purchase Program
Supplier may offer discounted products to Members’ students, faculty, and staff for personal purchases. If offering an Employee Purchase Program, Supplier shall describe how it intends to protect Members from liability from personal purchases made by students and employees.

A25. [NEGOTIATED] Samples
If requested and available through the applicable manufacturer, Supplier shall provide samples of the products for evaluation free of charge. The quantity of any sample requested will be reasonable but sufficient to undertake an appropriate evaluation.

DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
- 598 -
Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 8 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
Attachment B
E&I General Terms and Conditions
B1. Interpretation, Enforcement and Forum of Laws
For disputes between the Member and Supplier, this Agreement shall be governed by, construed, interpreted, and enforced solely in accordance with the laws of the state in which the Member resides, and the venue of any action shall lie in such state.

For disputes between E&I and Supplier, this Agreement shall be governed by, construed, and interpreted solely in accordance with the laws of the State of New York, and the venue of any action shall lie in the appropriate federal or state courts located in the State of New York.

B2. Compliance with Laws
Supplier warrants and represents that in the performance of this Agreement, it has complied with and will comply with all applicable federal, state, and local laws, statutes, rules, regulations, and orders, including but not limited to, laws and regulations pertaining to labor, wages, hours, and other conditions of employment.

B3. Funding Provided by Federal Contracts or Grants
Where Federal Contracts or Grants provide funding to Members used for orders or purchases made under this Agreement, it is the responsibility of the Supplier and the Member to comply with all Federal Acquisition Regulations (FAR) and Educational Department General Administrative Regulations (EDGAR) applicable laws and regulations by completing any certifications and disclosures and any other requirements.

B4. Insolvency
In the event of any proceedings in bankruptcy or insolvency by or against Supplier, or in the event of the appointment (with or without its consent) of an assignee for the benefit of creditors, or a receiver, E&I may cancel this Agreement without prior notice and without incurring any liability whatsoever to Supplier.

B5. [NEGOTIATED] Assignments
Neither party shall assign this agreement or any rights or obligations hereunder, without prior written consent of the other party.

Any purported assignment made without mutual prior written consent shall be void and of no effect.

B6. Intentionally left blank.

B7. [NEGOTIATED] Patent Trademark and Copyright Infringement The Supplier warrants, to the best of their knowledge, that the products/services hereby sold, either alone or in combination with other materials, do not infringe upon or violate any patent, copyright, trademark, trade secret, application, or any other proprietary right of any third party existing under laws of the United States or any foreign country. The Supplier agrees, at its own expense, to defend any and all actions or suits alleging such infringements and will hold E&I, its officers, agents, servants, employees and Members harmless from any and all losses, expenses, claims or judgments, including reasonable legal fees, arising out of cases of such infringement.

B8. Use of Name, Logos, etc. in Advertising
Supplier agrees not to make reference to this Agreement or use the logo of E&I or any of its Members in any advertising material of any kind without the expressed written permission of the relevant party. E&I agrees not to make reference to this Agreement or use the logo of Supplier in any advertising and marketing materials of any kind without the expressed written permission of the Supplier.

B9. [NEGOTIATED] Transactions between Supplier and Member The purchase of products and/or services by a Member from Supplier is a transaction solely between Member and Supplier.

Supplier acknowledges that E&I makes no representation or commitment that any quantities will be purchased, or services utilized and agrees that E&I shall have no liability relating to Member decisions to purchase or not purchase Supplier products or to use or not use Supplier services. It is understood and agreed that if any litigation arises between Supplier and Member or Servicing Distributor and Member, Supplier shall not make E&I a party to that litigation. A violation of this provision shall be deemed a material breach of this Agreement warranting termination by E&I.

DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
- 599 -
Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 9 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
B10. [NEGOTIATED] Education/Pricing Parity
The pricing and/or discounts established under this Agreement are to be equal to or less than those offered to other cooperatives or comparable consortiums serving education in which Supplier is engaged. If, during the Initial Term of this Agreement, including any Renewal Terms, Supplier offers more favorable pricing and/or discounts to other cooperatives or comparable consortiums, Supplier agrees to notify E&I in writing. Supplier agrees to normalize the more favorable pricing and/or discounts based on the applicable volume associated with each manufacturer discount. E&I must be notified of any proposed changes thirty (30) days prior to their implementation.

B11. [NEGOTIATED] Responsibility for Damage Claims
The Supplier shall hold harmless E&I and the Member from all suits, actions or claims brought on account of any injuries or damages sustained by any person or property as a consequence of any negligence or misconduct in safeguarding the work by the Supplier; or from claims or amounts arising or recovered under the “Workman’s Compensation Law” or any other laws.

Supplier shall be responsible for all damage or injury to property occurring during the prosecution of the work resulting from any negligent act, omission, neglect, or misconduct on its part or on the part of any of its employees, in the manner or method of executing the work; or from its failure to execute the work properly; until all claims have been settled and suitable evidence to that effect furnished to E&I and the Member.

B12. [NEGOTIATED] Protection of Property and Liability
The Supplier shall take care not to damage the premises or the property of others, and in case such damage occurs as the result of operations under this Agreement, Supplier shall make appropriate restitution. If the Supplier fails to pay for damage, such failure shall constitute a breach of this Agreement, the Member may seek restitution to the full extent the law allows, and the Member may withhold payment for the specific product or purchase order in question of any invoice until a resolution has been reached.

B13. [NEGOTIATED] Indemnification of E&I and Member
Supplier agrees to indemnify and hold harmless E&I and its Members from and against all liability, to the extent of and in proportion to, losses, damages, claims, liens, and expenses (including reasonable legal fees) arising out of or connected with, work or services performed, or resulting from property damage or injuries incurred by or to any third party, the Member or its officers, agents, servants and employees by reason of any defect in delivery, workmanship, and/or services furnished hereunder, excepting only such liability as may result solely from the acts of negligence of the Member, E&I or its employees. Supplier, at the request of the Member and/or E&I, shall undertake to participate fully in the defense of the Member (in accordance with the statutes of the State where the Member resides) and/or E&I against any and all suits and to investigate and participate fully in the defense of the Member (in accordance with the statutes of the State where the Member resides) and/or E&I against any and all claims whether justified or not, if such claim or suit is commenced against Member or E&I, or their respective officers, agents, servants, and employees.

B14. Insurance
If fabrication, construction, installation, service or other work is specified to be conducted on Member’s premises, Supplier shall maintain in force during the period of such work the following coverages: (a) worker’s compensation, as required by the laws of the State of Member; (b) commercial general liability for bodily injury and/or property damage in an amount of not less than $1,000,000 single limit, per occurrence; (c) automobile liability for bodily injury and/or property damage in an amount of not less than $1,000,000 single limit, per occurrence. Supplier shall provide a certificate of insurance naming E&I and Member as additional insureds. Upon request, Supplier shall furnish to E&I satisfactory proof of such insurance coverage.

Individual Members may require coverage in addition to the above limits. If the need for additional coverage develops, it will be the responsibility of the Member to arrange for such coverage with the Supplier. Supplier shall furnish to Member satisfactory proof of such insurance coverage prior to commencement of the work.

DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
- 600 -
Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 10 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
B15. Licenses/Permits/Taxes and Tax-Exempt Status
Supplier shall be responsible for obtaining all permits, licenses, and bonding, to comply with the rules and regulations of any state, federal, municipal or county laws or any city government, bureau or department applicable and assume all liability for all applicable taxes.

E&I is a non-profit corporation. Members are 501(c)(3) corporations but have varying requirements to either pay or are exempt from state sales tax.

All prices listed and discounts offered are exclusive of all taxes. Supplier shall collect all taxes in connection with the sale, delivery or use of any items, products or services included herein from Member or from E&I (if for the purpose of resale), at the taxable rate in effect at the time of invoicing. Supplier shall comply with the state sales tax requirements of each Member.

If sales to Member are exempt from such taxes, Member shall furnish to Supplier a certificate of exemption in form and timeliness acceptable to the applicable taxing authority.

B16. Americans With Disabilities Act and Rehabilitation Act Supplier shall comply with all applicable provisions of the Americans with Disabilities Act, the Rehabilitation Act of 1973 and applicable federal regulations. All electronic and information technology and products and services to be used by E&I Member institutions' faculty/staff, students program participants or other constituencies must be compliant with the Americans With Disabilities Act and Section 508 of the Rehabilitation Act of 1973, as amended from time to time. Compliance means that a disabled person can acquire the same information, engage in the same interactions, and enjoy the same services as a nondisabled person, in an equally effective manner, with substantially equivalent ease of use.

B17. Compliance with Immigration Reform and Control Act of 1986 Supplier is aware of, is fully informed, and in full compliance with its obligations under the Immigration Reform and Control Act of 1986. Supplier shall be responsible for assuring that all persons engaged in the performance of work hereunder are authorized to work as required by the Act in both its present form and any future requirements passed under said Act.

B18. Alcohol, Tobacco & Drug Rules and Regulations
Employees of the Supplier and its subcontractors shall comply with all instructions, pertaining to conduct and building regulations of the Members. The Member reserves the right to request the removal or replacement of any undesirable employee at any time.

All buildings on the Member’s grounds are tobacco-free. Use of tobacco products is not permitted in any area inside Member’s buildings. The Supplier shall comply with this tobacco-free policy. The Supplier agrees that in the performance of this Agreement, neither the Supplier nor any of its employees shall engage in the unlawful manufacture, distribution, dispensing, possession, or use of a controlled substance, including alcohol, in conducting any activity covered by this Agreement. E&I and the Member reserve the right to request a copy of the Drug Free Workplace Policy. The Supplier further agrees to insert a provision similar to this statement in all subcontracts for services required.

B19. Non-Appropriation of Funds
An order by a Member may be cancelled due to non-appropriation of funds. This funding out clause is required by several states and can be for non-appropriation of State and Federal funds.

B20. Weapons, Explosive Devices and Fireworks
Supplier agrees that neither its employees or agents nor its subcontractors, their employees or agents shall use, possess, display, or store any weapon, explosive device or fireworks on all land and buildings owned, leased or under the control of E&I Member institutions or their affiliated or related entities, unless written permission is given by the commanding officer of the Member's police department or a designated representative. Notification by Supplier to all persons or entities who are employees, agents, officers, subcontractors, consultants, guests, invitees, or licensees of Supplier ("Supplier Notification Parties") is a requirement of this Agreement. Supplier further agrees to enforce this requirement against all Supplier Notification Parties.

DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
- 601 -
Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 11 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
B21. Equal Opportunity and Non-Discrimination
The parties will comply with all applicable federal and state laws, rules, regulations, and executive orders governing equal employment opportunity, immigration, and non-discrimination, including but not limited to the Americans with Disabilities Act. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The provisions of Section 202 of Executive Order 11246.41 CFR 60-1.1 CFR 60-250.4 and 41 CFR 60-741.4 are incorporated herein by reference and shall be applicable to this Agreement unless this Agreement is exempted under the rules, regulations, or orders of the U.S. Secretary of Labor. If applicable, the parties will abide by the requirements of 41 CFR 60-1.4(a), 60-300.5(a) and 60-741.5(a). These regulations prohibit discrimination against qualified individuals based on their status as protected veterans or individuals with disabilities and prohibit discrimination against all individuals based on their race, color, religion, sex or national origin. Moreover, these regulations require that covered prime contractors and subcontractors take affirmative action to employ and advance in employment individuals without regard to race, color, religion, sex, national origin, protected veteran status or disability.

B22. Sexual Harassment
Title IX protects individuals from discrimination based on sex, including sexual harassment. E&I fosters an environment that is built on respect and free of sexual harassment. Federal law and the policies of E&I prohibit sexual harassment. Supplier is required to exercise control over its employees so as to prohibit acts of sexual harassment. If a Member in its reasonable judgment determines that any employee of Supplier has committed an act of sexual harassment, Supplier agrees as a term and condition of this Agreement to cause such person to be removed from Member’s facility and to take such other action as may be reasonably necessary to cause the sexual harassment to cease.

B23. Employee Documentation
At any time during the term of the Agreement, a Member may require Supplier to provide a complete dossier of each employee who has been given an assignment at a Member institution. This may include employment history, education, job references, certificates and licenses, conviction records and documentation of random drug testing.

B24. Expropriation
Suppliers should indicate if, by any existing agreement with any party, its operations, delivery vehicles and or personnel can be in any way expropriated or annexed. If such an agreement exists, supplier should indicate when this agreement or those terms will expire.

B25. Hazardous Materials and OSHA Communication Standards The Supplier shall be responsible for providing Material Safety Data Sheets (MSDS) to the appropriate user(s). The Supplier shall retain title and/or ownership and responsibility for hazardous materials delivered in error. Within three working days of notification, the Supplier shall retrieve hazardous materials that are delivered in error. The Supplier shall safely and legally dispose of all hazardous materials generated in the performance of this Agreement. In addition, the Supplier shall provide its employees with chemical safety training mandated by OSHA Hazard Communication Standard. The Supplier shall provide E&I and its Members with safety/recall updates for any equipment/products provided.

B26. [NEGOTIATED] Compliance with Specifications
The Supplier warrants that all products supplied under this Agreement shall conform to manufacturer specifications, drawings, samples, or other descriptions, shall be new and of good quality and workmanship, and, to the best of Supplier’s knowledge, free from defect. The Supplier also warrants that all products covered by this Agreement will be subject to the Member’s inspection before acceptance, and also to later rejection if use reveals defects not apparent upon receipt; and if rejected will be held at Supplier’s risk and expense for storage and other charges; after 60 days of storage, products may be disposed of without cost to Member. Neither receipt of products nor payment therefor shall constitute a waiver of this provision.

DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
- 602 -
Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 12 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
Supplier also warrants that all of the services to be performed under this Agreement shall be performed in a professional and workmanlike manner and in conformity with industry standards by persons reasonably suited by skill, training, and experience for the type of services they are assigned to perform, that Supplier owns or has sufficient rights in all products and services to be delivered by Supplier, that the products and services delivered by Supplier will not infringe upon or violate any intellectual property of any third parties, and that to the best of Supplier’s knowledge, any code or software developed or delivered by Supplier under this Agreement will not contain any viruses, worms or other disabling devices or codes.

B27. Gratuities
Supplier represents and warrants that it has not offered, given, accepted, or promised gratuities, in the form of entertainment, gifts, or other incentives (financial or otherwise) to or from any officer or employee of E&I or any Member to secure this Agreement or to secure favorable treatment with respect to the awarding of this Agreement or any post-award activities, including potential Renewal Terms.

B28. Covenant Against Contingency Fees
Supplier represents and warrants that it has neither offered nor paid a contingency fee or other financial or similar incentive to any individual, agent, or employee of E&I or Member to secure or influence the decision to award this Agreement to Supplier.

B29. Suspension or Debarment
Supplier represents and warrants that the Supplier is presently not debarred, suspended, proposed for debarment, declared ineligible, is not in the process of being debarred, nor is voluntarily excluded from covered transactions by any federal, state, or local governmental entity.

E&I may, by written notice to the Supplier, immediately terminate the Agreement if it is determined that the Supplier has been debarred, suspended, or otherwise lawfully prohibited from participating in any public procurement activity, including but not limited to, being disapproved as a subcontractor by any public procurement unit or other governmental body.

Supplier represents and warrants that the Supplier and its principals are eligible to participate in this transaction and have not been subjected to suspension, debarment, or similar ineligibility determined by any federal, state or local governmental entity, and that Supplier is in compliance with all applicable statutes and rules relating to procurement, and that Supplier is not listed on the federal government's terrorism watch list as described in Executive Order 13224.

B30. Conflict of Interest
During the term of this Agreement, to include Renewal Terms, neither Party shall solicit for employment or contractor relationship any employee of the other Party who was engaged in or became known to the other because of the performance of this Agreement, provided that the foregoing shall not prohibit offers of engagement which result from general, non-targeted solicitations.

B31. [NEGOTIATED] Strikes or Lockouts
In the event Supplier and/or one of Supplier’s Servicing Distributors should become involved in a labor dispute, strike or lockout, Supplier will be required to make whatever arrangements that may be necessary to ensure that the conditions of this Agreement are met in their entirety and Supplier agrees to use, and to cause their Servicing Distributor to use, their commercially best effort to minimize any impact to the Member. Should the Supplier be unable to fulfill its obligations under this Agreement, E&I and/or Member shall have the right to make alternative arrangements to ensure the satisfactory performance of the Agreement during the time Supplier is unable to perform the required duties.

B32. [NEGOTIATED] Force Majeure
Neither party shall be held responsible for delays, failures or any losses resulting from the performance of the terms of this Agreement where such performance is outside of the performing party’s control by exercising reasonable diligence and which such party is unable to prevent. Such delays, failures or loss may include, but shall not be limited to, acts of God, fire, flood, earthquake, other natural disasters, nuclear accident, riot, war, act of terrorism, freight embargo, pandemic/epidemic, failure of public regulated utility or governmental statutes or regulations superimposed after the fact, or generalized lack of availability DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
- 603 -
Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 13 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
of raw materials or energy; provided that the Parties stipulate that Force Majeure shall not include the novel coronavirus Covid19 pandemic, which is ongoing as of the date of the execution of this Agreement. The performing party shall be released without any liability on its part from the performance of its obligations under this Agreement, but only to the extent and only for the period of time that its performance of such obligations is prevented by circumstances of Force Majeure, and that the party so affected shall use reasonable commercial efforts to avoid or remove such causes of nonperformance, and provided that such party shall have given notice to the other party within forty-eight (48) hours of the commencement of the event of Force Majeure, or as soon as commercially reasonable. Such notice shall include a description of the nature of the event of Force Majeure, its cause, and its possible consequences. The party claiming circumstances of Force Majeure shall promptly notify the other party of the conclusion of the event.

For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either Party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a Party's financial inability to perform its obligations hereunder.

B33. Modification of Terms
No waiver or modification of any of the provisions hereof shall be binding unless mutually agreed upon by E&I and the Supplier, in writing, with signatures of authorized representatives of all parties authorizing said modification.

B34. Termination for Convenience
E&I may terminate this Agreement for any reason (convenience) without penalty or liability of any kind by delivering not less than one hundred eighty (180) calendar days prior written notice thereof to the Supplier.

B35. [NEGOTIATED] Termination for Default
E&I will notify the Supplier upon discovery of a breach of this Agreement. E&I may terminate this Agreement immediately upon the breach of this Agreement by Supplier by delivering written notice to Supplier, or if such breach is capable of being cured, E&I shall notify the Supplier in writing of such breach and demand that the same be cured within fourteen (14) calendar days, or a commercially reasonable time period as agreed to by both parties, based on the nature of the breach. Should the Supplier fail to cure the same within said period, or should the parties fail to agree on a commercially reasonable time period, E&I shall then have the right to terminate this Agreement at the end of the fourteenth (14th) day. A notice will be sent to the Supplier to confirm the termination.

The failure of E&I on behalf of its Members to exercise its rights of termination for cause due to Supplier’s failure to perform as required in any instance shall not constitute a waiver of termination rights in any other instance.

B36. Continuation of Performance Through Termination
Supplier shall continue to perform, in accordance with the requirements of this Agreement, up to the date of termination, as directed in the termination notice.

B37. Holdover Clause
Supplier shall continue to provide products and services pursuant to any quotation, purchase order, or MSA executed prior to the expiration or termination of this Agreement. The term of this Agreement shall then automatically extend through the final invoice date or expiration of the MSA, not including evergreen or automatic renewal periods (“Holdover Period”). The terms and conditions of this Agreement shall remain in effect for the duration of the Holdover Period.

B38. Independent Audit
Members may, for a period of three years after expiration of this Agreement, audit the Supplier’s records pertaining to its compliance with the terms of this Agreement. The audit will be conducted by Member and/or its designee. Supplier shall provide Member with access to records. The audit may address any or all of the following conditions and may not be limited to the stated conditions: product compliance, pricing, order processing, order fulfillment, delivery records, invoicing, and receipt of payment.

DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
- 604 -
Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 14 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
B39. Open Records
All information, documentation, and other materials submitted by Supplier in response to the solicitation or under this Agreement may be subject to public disclosure under the Freedom of Information Act and/or Open Records laws of the Members.

B40. Student Educational Records.

Student educational records are protected by the federal Family Educational Rights and Privacy Act, 20 U.S.C. § 1232g (FERPA). Supplier will comply with FERPA and will not access or make any disclosures of student educational records to third parties without prior notice to and consent from Member or as otherwise provided by law.

B41. Strict Compliance
The parties may at any time insist upon strict compliance with these terms and conditions, notwithstanding any previous custom, practice or course of dealing to the contrary.

B42. [NEGOTIATED] Limitation of Liability
Both parties agree that the other party shall have no liability for any lost profits, loss of revenue, loss of opportunity, loss of use, indirect damages, special damages, consequential damages, incidental damages, punitive damages or multiple damages arising out of or in connection with this agreement, regardless of any notice of the possibility of such damages and regardless of whether such liability arises in contract, tort (including negligence), or otherwise.

B43. Alignment Form
Members will complete an online form (“Alignment Form”) indicating their desire to purchase products and/or services offered under this Agreement. The content and format of the Alignment Form is at the sole discretion of E&I. At a minimum, the Alignment Form will contain the following fields: First Name, Last Name, Title, Institution Name, Business Unit, Primary Role, Phone, E-mail, and Supplier.

The Alignment Form shall supersede any previous Member declaration for the purchase of product and services, unless otherwise specified, and will remain in effect during the term of this Agreement, including any Renewal Terms and extensions.

Supplier shall provide E&I an email address and point of contact for the receipt of Alignment Form prior to Agreement launch.

Upon receipt of the Alignment Form, Supplier shall link all Member accounts, existing and new, to the E&I Agreement within 4-7 business days and credit all future purchases to Member and E&I whether an existing or new client of Supplier (“Alignment”); provide E&I Member a confirmation email message within 24 hours of its receipt of the Alignment Form; and send E&I Member a final confirmation email message once the new or existing account(s) is/are Aligned to the Agreement.

For the avoidance of doubt, applicable Statement of Work (SOW) and/or MSA execution or finalization is not required for Alignment to be complete.

Notwithstanding the forgoing, any Members who are existing customers of an incumbent Supplier will automatically be converted to this Agreement (unless the Member elects to opt out through written notification). The effective date of this automatic conversion shall be the effective date of this Agreement.

In the event the Supplier has a direct agreement (“direct agreement” is defined as an agreement with the Member that is not an E&I agreement) with a Member, the Supplier shall encourage the Member to align to the E&I Agreement at the next renewal or termination of the direct agreement.

B44. Confidentiality
In the course of the performance of this Agreement, either party (the “Recipient”) acknowledges that its employees may, in the performance of the Agreement, come into the possession of proprietary or confidential information owned by or in the possession of the other party (“Owner”). Neither party will use any such information for its own benefit or make such information available to any person, firm, corporation, or other organizations, whether or not directly or indirectly affiliated with either party without the written consent of owner or unless required by law, regulation, or accounting oversight body. “Confidential Information” means information, including hard copy or electronic form, written or oral, which a reasonable person would consider to be confidential in nature. Confidential Information does not include information that (1) becomes public through no breach of Recipient; (2) Recipient rightfully receives from a third party without restriction; (3) Recipient develops it independently or already had knowledge of such information prior to disclosure by Owner; and (4) Owner gives to any third party without confidentiality limitations. All Confidential Information will be considered trade secrets and will be DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
- 605 -
Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 15 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
entitled to all protections under the law for trade secrets. The parties’ obligations under this section will survive the termination of this Agreement.

B45. Price Gouging Prohibited
Supplier shall not sell goods or services which are vital and necessary for the health, safety and welfare of consumers to a Member during a declared state of emergency at a price that is in excess of ten percent (10%) above the price that existed immediately prior to the declaration. A violation of this paragraph shall constitute a material breach of this Agreement and Supplier shall make prompt restitution to Member of the excessive amount charged.

A declared state of emergency means, for the purposes of this Agreement, a circumstance in which government officials determine that there is a threat to the safety of the citizens of the United States, or region thereof. During such a time, officials may implement procedures to protect or provide care for the affected population until the threat has diminished.

B46. Notices
Any notice to be given by any party hereunder shall be in writing, mailed by certified mail, return receipt requested, or by delivery to a reputable overnight courier with a copy thereof furnished by email to the recipient’s email address set forth below and shall be effective the earlier of (a) actual receipt or (b) five days after mailing or one day after delivery to overnight courier and shall be addressed as follows:

If to E&I: Andrew Brennan
Senior Vice President, Sourcing
E&I Cooperative Services, Inc.
2 Jericho Plaza, Suite 309
Jericho, NY 11753
[email protected]
If to Supplier: Mike Hoglund
Director, New Business Development
Vantage Electrical Group, Inc d.b.a. Vantage Group
610 N. Route 31
Crystal Lake, IL 60012
815-914-5215
[email protected]
B47. Data Security and Privacy
Supplier agrees that it shall protect the data it receives from or on behalf of E&I and Member at all times in accordance with the Agreement. Supplier shall follow all applicable laws and all relevant publicly posted policies, notices, and statements concerning the collection, use, processing, storage, transfer, and security of personal information in the conduct of the services being provided. Supplier shall provide true and correct copies of all current privacy policies adopted by Supplier in connection with their operations, when requested. Where applicable, Supplier has (i) complied with all any applicable law related to the protection, privacy and security of sensitive personal information, including, but not limited to, the Gramm-Leach-Bliley Act, the Family Educational Rights and Privacy Act (FERPA), the Health Insurance Portability and Accountability Act of 1996 (HIPAA), General Data Protection Regulation (GDPR), and any similar federal, state or foreign law and other laws regarding the disclosure of data, (ii) not violated its applicable privacy policies and (iii) taken commercially reasonable steps to protect and maintain the confidential nature of the personal information provided to the Supplier in accordance with its applicable privacy policies.

B48. Compliance with Member Policies
While at Member’s premises, Supplier personnel shall (i) comply with Member’s requests, rules, and regulations regarding personal and professional conduct (including the wearing of an identification badge and adhering to regulations and general safety, dress, behavior, and security practices or procedures) generally applicable to such premises and communicated to the DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
- 606 -
Master Agreement
Vantage Electrical Group, Inc d.b.a. Vantage Group
Electrical Supplies, Equipment, and Other Related Products & Services Master Agreement Number EI00339~2023MA
September 1, 2023
E&I Cooperative Services, Inc. Page 16 of 16
Master Agreement Number EI00339~2023MA V03.24.2022
Supplier, and (ii) otherwise conduct themselves in a businesslike and professional manner. If requested by Member, Supplier shall have all applicable Supplier personnel execute acknowledgement of Member’s conduct and other policies.

B49. Supplier Diversity
Supplier agrees to endeavor to purchase goods and services utilized in connection with the Agreement with diverse suppliers where possible. Supplier, upon request and as agreed by the Parties, will report to E&I the amount of such purchases. E&I reserves the right to audit compliance with these requirements on reasonable advanced notice at the expense of E&I.

B50. Intentionally left blank.

Attachment C
EDGAR Certifications
Attachment C -
EDGAR_Certifications - Vantage Group.pdf
DocuSign Envelope ID: 0993374E-7AA8-42B2-89EB-5BD5FCD9A310 #15..
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E&I RFP – EI00209~2023RFP
Electrical Supplies, Equipment, and Other Related Products & Services E&I Cooperative Services, Inc. Page 1 of 13
Request for Proposal – EI00209~2023RFP V04.05.22
Table of Contents

1. General Overview ................................................................................................................. 2 Description of Cooperative ....................................................................................................................................................... 2 Purpose and Intent of the Request for Proposal (RFP) ............................................................................................................. 2 Market Opportunity .................................................................................................................................................................. 2 Member Participation ............................................................................................................................................................... 2

2. Standard RFP Provisions ...................................................................................................... 3 Definitions ................................................................................................................................................................................ 3 Term ......................................................................................................................................................................................... 4 Sole Point of Contact ................................................................................................................................................................ 4 Evaluation Process ................................................................................................................................................................... 4 Evaluation Criteria ................................................................................................................................................................... 5 Terms and Conditions of Agreement ........................................................................................................................................ 5 Protest Procedures .................................................................................................................................................................... 5

3. Proposal Response Requirements ......................................................................................... 8 Tentative Schedule of Events ................................................................................................................................................... 8 Proposal Submission ................................................................................................................................................................ 8 Upload Instructions and Recommendations ............................................................................................................................. 9 Respondent Questions .............................................................................................................................................................. 9 Rights Reserved by E&I and Restrictions on RFP Process .................................................................................................... 10

4. Scope of Products and Services .......................................................................................... 11 Statement of Work .................................................................................................................................................................. 11 Term ....................................................................................................................................................................................... 11 Specifications ......................................................................................................................................................................... 11 Specification Checklist ........................................................................................................................................................... 11 No Exclusions......................................................................................................................................................................... 12 Other Proposal Response Requirements ................................................................................................................................. 13 #15..
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E&I RFP – EI00209~2023RFP
Electrical Supplies, Equipment, and Other Related Products & Services E&I Cooperative Services, Inc. Page 2 of 13
Request for Proposal – EI00209~2023RFP V04.05.22

1. General Overview
Description of Cooperative
Educational & Institutional Cooperative Services, Inc. (E&I) is a member owned New York non-profit corporation established in 1934 and is governed by a Board of Directors. The Board of Directors is a group of professionals who are elected by the E&I Membership. The Board provides oversight to ensure the Members’ needs are addressed and met. Our Membership is comprised of public and private universities and colleges, community colleges, other affiliated members, K-12, and teaching healthcare facilities throughout the United States.

Our mission is to assist our members in creating supply-chain efficiencies, lowering costs and reducing risks by collaborating with our members, suppliers and strategic partners. We deliver exceptional value to higher education, K-12 and related communities by making it easy for them to access high-quality contracts, strategic sourcing expertise, insights and unrivaled customer service.

Purpose and Intent of the Request for Proposal (RFP)
The purpose of this RFP is to establish a cost-effective Master Agreement (“Agreement”) for Electrical Supplies, Equipment, and Other Related Products & Services which complies with our Member procurement requirements and will provide E&I Members a procurement vehicle to acquire the products and/or services outlined within this RFP. All E&I Members will be eligible to participate in the resulting agreement.

Products and/or services considered for award shall equal or exceed the quality level of industry standards as defined within this RFP and shall comply with all applicable federal, state, and local technical, environmental, and performance standards and specifications.

The awarded Respondent(s) is/are expected to be the manufacturer or a fully authorized dealer/distributor for any of the manufacturers it proposes. The Respondent and its distributors must be able to provide service and timely deliveries to all Members and campuses. Direct involvement by the awarded Respondent may be necessary to assist Members in understanding the different types of products/services available and in selecting the best solution to fit their needs.

E&I is committed to utilizing purchasing and business practices in accordance with the National Association of Educational Procurement Code of Ethics. The primary goals and objectives of E&I are to: (1) assist our Members to obtain the absolute lowest cost and best value that exceeds other public sector consortia agreements, (2) establish a strategic sourcing partnership with any selected manufacturer(s) and authorized dealers, and (3) enhance our position as the premier Procurement Cooperative for Education.

Market Opportunity
By satisfying the above Member needs, the Cooperative anticipates significant Member purchases to be recorded against the resulting Agreement(s). The Cooperative currently has more than 5,000 Members, comprised of roughly 50% public and 50% private. K-12 school districts, academic healthcare and research institutions are eligible for membership in E&I. The Cooperative’s expectations are a substantial opportunity for growth (in terms of Member purchases) with competitively awarded Agreement(s) in these markets. There is also interest in utilizing the potential contract by the Participating Oregon Community Colleges (POCC).

Member Participation
Once the awarded Respondent has been established and the Agreement finalized, individual E&I Members (in some situations Member departments) will review the awarded Respondent’s program and determine their individual participation. See Section B43 of E&I’s Master Agreement Template General Terms and Conditions for specific details on how members participate in awarded Respondent’s program. The awarded Respondent’s program includes the Agreement along with additional supporting materials (if any) developed by the awarded Respondent.

Upon award of a Master Agreement from this RFP, the Respondent shall be provided an electronic file listing of E&I Members.

Updated versions will be sent as needed. E&I will post the awarded Respondent’s program on the E&I internal web site which is password protected and only available to E&I Members. #15..
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2. Standard RFP Provisions
Definitions
The following are the definitions of general terms used in this RFP.

DAYS: All days specified are based on calendar days unless otherwise noted.

EDUCATION: The combination of Higher Education and K-12.

GO TO MARKET: Strategy or action plan specifying how the Respondent will utilize its inside and outside resources (e.g. sales force and distributors, marketing initiatives, etc.) to deliver its products and/or services to the Education market through an E&I contract.

Contract Region Key States
Northeast CT, MA, ME, NH, NY, RI, VT
Mid-Atlantic DC, DE, MD, NJ, PA, VA, WV
Southeast AL, FL, GA, KY, MS, NC, SC, TN
Central AR, IA, KS, LA, MN, MO, ND, NE, OK, SD, TX
Great Lakes IL, IN, MI, OH, WI
Western AK, AZ, CA, CO, HI, ID, MT, NM, NV, OR, UT, WA, WY

GREATEST BENEFIT: The decision for award will be based on an overall combination of variables such as quality, price and various elements of required service that in total are optimal relative to the needs of the E&I Membership.

HIGHER EDUCATION: All Universities, Colleges, Healthcare Facilities (private and public), i.e., Associate, Bachelor, Master, and/or PhD in the United States, that provide for advanced learning and/or grant degrees. These Universities, Colleges and Healthcare Facilities may or may not be members of E&I.

HUBS: Historically Underutilized Businesses e.g., minority, women-owned businesses (for the State of Texas, Certified HUBS within the State of Texas).

K-12: All School Systems and Districts (private and public) in the United States that provide education for students in Kindergarten through 12th Grade. These School Systems and Districts may or may not be members of E&I.

MANUFACTURER: Indicates an entity that makes the products from raw materials outlined in this RFP, all of its agents, and employees.

MAY: Indicates something that is not mandatory but permissible/desirable.

MEMBERS: Includes Institutions, Universities, Colleges (private and public) and K-12 schools that are listed in the E&I record.

MONTH END: Shall mean the last calendar day of each month.

MOST RESPONSIBLE: A Respondent whose reputation, past performance, and business and financial capabilities are such that the Respondent would be deemed most capable of satisfying Member needs for a specific contract.

MUST, SHALL, WILL: The words “shall,” “must,” or “will” are equivalent and indicate mandatory requirements or conditions. E&I will not waive Responder’s material deviation from any of the mandatory requirements.

MWBE: Minority, Woman-owned Business Enterprises.

NATIONAL AGREEMENT: E&I awards an Agreement which is available throughout the United States (including Alaska and Hawaii).

REGIONAL AGREEMENT: E&I may elect to award an Agreement by Geographical Areas of the United States. See table below for geographic breakdown:

RESPONDENT: Entity who submits a proposal to an RFP.

RESPONSIBLE: A Respondent is responsible if they are capable or qualified to perform the work.

RESPONSIVE: A proposal is responsive if it meets all of the requirements of the RFP.

SHALL, MUST, WILL: Indicates a mandatory requirement(s) that must be addressed. Failure to address these mandatory requirements will result in rejection of your proposal as non-responsive. E&I may, but is not required to, reserve the right to request additional information.
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SHOULD: Indicates something that is recommended but not mandatory. If the Respondent fails to provide recommended information, E&I may, at its sole option, ask the Respondent to provide the information or evaluate the proposal without the information.

SOLE POINT OF CONTACT: The Contract Manager or designee to whom Respondents shall address any questions regarding the solicitation or award process. The sole point of contact shall be the arbitrator of any dispute concerning performance of the Contract.

SUCCESSFUL RESPONDENT: The Respondent(s) or individual(s) who are the recommended recipient(s) of the award of a contract under this RFP (also synonymous with “Payee,” “Offeror,” “Contractor,” “Vendor,” and “Supplier”). If a Respondent is a manufacturer, its certified dealers and resellers may also furnish products under the Contract; in choosing to do so, the dealers and resellers agree to honor the Contract and the term “contractor” shall be deemed to refer to them.

Unless awarded the Contract as a direct Respondent, however, dealers and resellers are not parties to the Contract, and the Respondent that certifies them shall be responsible for their actions and omissions.

SUPPLIER: Indicates an entity that distributes/furnishes the products and or services of a company, all of its agents, and employees. For the purposes of this RFP, the terms Supplier and Respondent may be used interchangeably.

Term
The Agreement term will be for five (5) years with the option of one five (5)-year renewal. Exercise of any renewal will require formal written notification and mutual agreement between E&I and Respondent at least one (1) year prior to Agreement expiration.

If this RFP results in an Agreement, a hold-over clause may be invoked by the E&I member on a month by month or year by year basis as per the agreement between the member and Respondent utilizing the same terms and conditions as listed in Agreement between the awarded Respondent and E&I.

Sole Point of Contact
Bob Solak
Category Sourcing Manager, Facilities
Educational and Institutional Cooperative Services, Inc. 2 Jericho Plaza, Suite 309
Jericho, New York, 11753-1671
Voice: 631-630-8283
E-Mail: [email protected]
Respondents to this RFP or persons acting on their behalf shall not contact any E&I employee, officer, or agent; any E&I Board of Directors; or any E&I Member concerning any aspect of this RFP, except in writing to the Sole Point of Contact, from the date of release of this RFP through the official award date. Violation of this provision may be grounds for rejecting a proposal response. See Section 3.4 on how to submit questions.

Evaluation Process
Any contract(s) resulting from this Request for Proposal will be awarded in writing to responsive and responsible Respondents whose proposal, in the opinion of the evaluation team, offers the greatest benefit to our members when considering the total value including the quality, service levels, customer service and total cost (including any trade, prompt payment discounts, and other miscellaneous charges).

All proposals should be complete to be considered responsive. If the proposal fails to conform to the requirements of the RFP, E&I and/or the RFP evaluation team will determine whether the variance is significant enough to consider the proposal.

The RFP evaluation team conducts its evaluation across the criteria listed in section “2.5 Evaluation Criteria.” The RFP evaluation team will not evaluate the pricing nor will they be privy to the pricing until the technical evaluation is complete.

As part of the evaluation process, E&I may require a demonstration/presentation before the award is made and the demonstration/presentation may be considered as an additional factor in award. Selected Respondent(s) shall be given a script and/or instruction for the presentation in order to provide the evaluation team further insight regarding their proposal and to clarify any issues. Failure of a Respondent to conduct a presentation on the date scheduled may result in rejection of the Respondent’s proposal. In addition, E&I may decide to make site visits, as needed, during the evaluation process which shall be coordinated with the respective Respondent(s).
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Evaluation Criteria
The RFP evaluation team will review and evaluate RFP responses according to the following weighted criteria based on a total of 100 points.

No. Criteria Criteria Overview Points
1 Contract Alignment &
Connection
Contract connection process to Member
Contract channeling to E&I (direct, net new, etc.) 10
2 Supplier Diversity
Certifications and Designations
Company Program and Overall Commitment to Supplier Diversity Reporting, Metrics, & KPI’s
10 3 Business Partner Capability
Company Overview
Company Experience
Company Qualifications
30 4 Economic Value and Financial
Overview
Contract Administrative and Marketing Fee (CAF)
Financial Offer Requirements & Proposal
Financial Reporting Capabilities
25 5 RFP Exceptions
Supplier Performance Expectations
Compliance with RFP specifications
Compliance with Master Agreement terms & conditions
Compliance with Members’ institutional policies, federal, state, and local legal and regulatory requirements and policies
15 6 E&I Risk Profile
RFP response quality
Litigation
Financial Health
Existing contracts with direct competitors
10 Terms and Conditions of Agreement
As a result of this RFP process, it is our expectation that an Agreement will be established between E&I and one or more of the Respondents. The Agreement will incorporate the relevant terms and conditions of this RFP and Respondent’s proposal.

Protest Procedures
Any actual or prospective Respondent (“Protesting Party”) who is aggrieved in connection with a solicitation or selection for award may file a written protest up to seven (7) calendar days after issuance of a Non-Award Letter in accordance with the procedures described herein and pursuant to the Protest Rules in the Execution of Offer.

Filing of Protest

1. The Protesting Party shall send its written protest to:

Senior Vice President of Sourcing & Contracts
E&I Cooperative Services, Inc
Attention: Solicitation Protest
2 Jericho Plaza, Suite 309
Jericho, NY 11753
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In addition to sending the written protest to the address listed below, the Protesting Party shall also send an electronic copy to [email protected].

2. The written protest shall contain the following:
a. Name, address, telephone number, fax number, and email address of the Protesting Party. b. The signature of the Protesting Party or their representative. i. The signature of an attorney or Protesting Party on a protest or other document constitutes a certificate by the signer that the signer has read such document, that to the best of the signer's knowledge, information, and belief formed after reasonable inquiry, and that it is not interposed for any improper purpose, such as to harass, limit competition, or to cause unnecessary delay, or needless increase in the cost of the procurement. If a protest or other document is signed in violation of this subsection before or after appeal to the Chief Solutions Officer, the Protesting Party shall be liable to pay E&I the amount of the reasonable expenses incurred because of the filing of the protest, including E&I’s reasonable attorneys' fees.
c. Identification of the solicitation and award that is being protested. d. A detailed statement of the legal and factual grounds of the protest including copies of relevant documents. e. The form of relief requested.

3. E&I shall be entitled to payment of its reasonable expenses incurred because of the filing of the protest, including E&I’s reasonable attorneys' fees, in the event of a decision by the Chief Solutions Officer that:
a. A protest or other document was signed, before or after appeal to the Chief Solutions Officer, in violation of subsection 2.b.(i) above;
b. The protest has been brought or pursued in bad faith; or c. The protest does not state on its face a valid basis for protest.

4. The Protesting Party shall post a bond in an amount of $10,000 at the time of filing the written protest payable to E&I Cooperative Services, Inc. Such protest bond shall be in form and substance acceptable to E&I and shall be immediately payable to E&I to secure payment under section 3 above. E&I does not waive any right to seek payment of additional amounts if the bond is not adequate to reimburse E&I the full amount of its reasonable expenses caused by the protest.

5. E&I shall hold such protest bond for at least fourteen (14) calendar days after the date of the final determination by E&I. If the Protesting Party appeals the determination in accordance with the procedures herein, E&I shall hold such protest bond until instructed by the Chief Solutions Officer to either keep the bond or return it to the Protesting Party.

6. The Senior Vice President of Sourcing & Contracts shall have the authority to resolve the protest. If deemed necessary, the Senior Vice President of Sourcing & Contracts may request a meeting with the Protesting Party to seek clarification of the protest issues.

7. The Senior Vice President of Sourcing & Contracts shall promptly issue a decision in writing within seven (7) calendar days of receipt of the written protest. E&I will mail a copy of the decision or otherwise furnish a copy to the Protesting Party which will include the reasons for the action taken.

Waiver of Protest
Any of following actions shall constitute a Protesting Party’s waiver of protest proceedings and litigation.

If the Protesting Party does not adhere to the Protest procedures as outlined herein to include filing a written protest within seven (7) calendar days after issuance of a Non-Award Letter in conjunction with an E&I competitive solicitation, or in the case of an appeal within five (5) calendar days of the protest decision.

If the subject matter of the Protest was known or should have been known to the Protesting Party before the Deadline for Submission of RFP–Related Written Questions and the Protesting Party did not raise the issue in a written comment.
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If the Protesting Party fails to post a bond at the time of filing the written protest payable to E&I Cooperative Services, Inc. in an amount equal to $10,000. The bond shall be conditioned upon the payment of all costs which may be adjudged against the Protesting Party filing the protest action.

Appeals

1. The Protesting Party may file an appeal of the decision made by the Senior Vice President of Sourcing & Contracts with the Chief Solutions Officer, within five (5) calendar days of the written protest decision.

2. The Protesting Party shall send Appeals to:

Chief Solutions Officer
E&I Cooperative Services, Inc
Attention: Protest Appeals
2 Jericho Plaza, Suite 309
Jericho, NY 11753
In addition to sending the written appeal to the address listed below, the Protesting Party shall also send an electronic copy to [email protected].

3. The decision by the Chief Solutions Officer is final and shall be given in writing and submitted to the Protesting Party within five (5) calendar days of receipt of the written appeal.

4. No further appeal of E&I decision on the protest is authorized, and Respondent expressly waives any right to invoke any other authority or dispute resolution mechanism concerning matters addressed by these Protest Procedures.
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3. Proposal Response Requirements
All proposals are subject to the conditions specified herein. E&I, in its sole discretion, may reject a Proposal as non-responsive if Respondent fails to follow these instructions and requirements.

Tentative Schedule of Events
The following is a tentative schedule of events for this RFP:

Activity Due Date
Request for Proposal issued (“Open Date”) February 27, 2023 5 PM ET Deadline for submission of RFP–related written questions (“Q&A Submission Close Date”) March 21, 2023 E&I Response to RFP-related questions March 23, 2023
1 PM ET Deadline for Receipt of Proposals (“Close Date”) March 28, 2023 Evaluation, Clarifications (Technical) April 14, 2023
Evaluation, Clarifications (Pricing) April 28, 2023
Negotiations Begin on or about May 12, 2023
Anticipated Award(s)/Letter of Intent (LOI) June 19, 2023 Acceptance and Execution of Agreement August 01, 2023
Implementation September 15, 2023
Proposal Submission
Proposal responses must be submitted via E&I’s Electronic Sourcing Solution via the link below and clicking on the “Respond Now” button.
https://bids.sciquest.com/apps/Router/PublicEvent?CustomerOrg=EandICooperative Hard copy submissions or submissions through any other medium other than through E&I’s Electronic Sourcing Solution are not permitted.

Proposal responses shall be submitted exactly as outlined, and the required information shall be provided in the section under which it is requested. Respondents may not combine or reorganize headings and/or requests for information or indicate the information will be included in another section. Proposal responses shall not refer E&I to any location outside the requested sections noted within the required format below (i.e. links to external website).

Prerequisites – Review the following prerequisites and certify acknowledgment where indicated. o RFP Provisions and Specifications
o Execution of Offer and Certifications
Supplier Attachments – Upload additional files relevant to proposal response. NOTE: Information submitted that is not requested by E&I may be considered to be supplemental and not subject to evaluation.

Questions – Review and respond to each question section. o Contract Alignment & Connection
o Supplier Diversity
o Business Partner Capability
o Economic Value & Financial Overview
o RFP Exceptions
o E&I Risk Profile
Q&A Board – Ask sourcing event-related questions, receive responses, read other public questions and answers, and respond to buyer-submitted questions. See additional information in section 3.4.

Proposals must be received by the RFP Close Date/Time Deadline.

Each Respondent is solely responsible for the timely delivery of its proposal. Failure to meet the proposed date and time shall be grounds for rejection.
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DO NOT ALTER THE RFP document IN ANY WAY. The only acceptable changes or alterations to the RFP will be made in the form of addenda issued only by E&I.

A Supplier may withdraw or modify its proposal prior to the Close Date/Time Deadline.

Elaborate proposals (e.g. expensive artwork) beyond that sufficient to present a complete and effective proposal are not necessary or desired. E&I will not pay for any information requested nor is it liable for costs incurred by the Respondent in responding to this RFP.

All submitted proposals constitute an offer by each respective Respondent and shall remain irrevocable for a period of 180 days following the Submission Deadline.

If Respondent’s proposal deviates from these instructions, such proposal may, at E&I’s sole discretion, be rejected.

Upload Instructions and Recommendations
Submissions are to be uploaded prior to the Close Date/Time Deadline as indicated in Section 3.1 Tentative Schedule of Events. It is strongly recommended to allow sufficient time and at least ONE (1) hour before the Close Time to begin the uploading process and to finalize submission.

Each item of Requested Information is instantly sealed (no one from E&I can review) and will only be visible after the Close Date/Time. Submissions may be edited as needed up until the Close Date/Time.

Responders may elect to utilize the import/export feature to export questions into Excel in order to work on responses offline and import into the system upon completion.

Keep in mind that when answering questions in the provided text box within the system (if applicable) there is a limit to the number of characters you can use in your response. The dynamic character limit counter at the bottom of each text box will display the remaining characters available.

Uploading large documents may take significant time, depending on the size of the file(s) and your Internet connection speed. The maximum upload file size is 50 MB. If your file is greater than 50 MB, you can either break it up into multiple files as there is no limit to the number of files less than 50 MB. Alternatively, you could also provide a link to an online file share location (i.e. Dropbox, Box, Google Drive, Microsoft OneDrive/SharePoint etc.).

Do not embed any documents within your uploaded files, as they will not be accessible or evaluated.

Information submitted that is not requested by E&I may be considered to be supplemental and not subject to evaluation.

Any questions relating to log-in issues or technical issues, including attachments, can be submitted to our third-party software host, Jaggaer via a Support Form:
https://go.jaggaer.com/SupplierSupportRequest.html or via (800) 233-1121, option 2 then option 2.

Respondent Questions
All sourcing event-related communications between Respondents and E&I is managed and tracked in E&I’s Electronic Sourcing Solution through the RFP Event’s Q&A Board.

Use the Question & Answer (Q&A) Board within the RFP event of E&I’s Electronic Sourcing Solution to ask any questions. Refer to the Tentative Schedule of Events for the last day to submit questions. At all times it shall remain the responsibility of the Respondent participating in the RFP to check the RFP event for any addenda, notices or award decisions and the Q&A Board for updates. No further notice will be given.

Respondents are expected to raise any questions or concerns they have regarding the RFP. If Respondent discovers any significant ambiguity, error, conflict, discrepancy, omission or other deficiency in this RFP, Respondent should immediately notify the Sole Point of Contact of the deficiency and request modification or clarification of the RFP document using the Q&A Board.

Any questions and responses specific to the terms and conditions, process, procedures, language, specifications and other parts of the RFP may be made public and may be shared with other Respondents. Do not provide any proprietary information in a question or in a response to an answer to a question. #15..
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Only those communications that are in writing from E&I shall be considered as a duly authorized expression on behalf of E&I. Respondents may not consider any verbal instructions as an official expression on E&I’s behalf.

QUESTIONS DIRECTED TO, OR ANY PROPOSALS RECEIVED FROM ANY OTHER PERSON, AGENT, OR REPRESENTATIVE OF E&I WILL NOT BE CONSIDERED VALID OR BINDING. Also, E&I will recognize only communications from Respondents that are either signed and in writing or submitted directly within E&I’s Electronic Sourcing System as duly authorized expressions on behalf of the Respondent.

Rights Reserved by E&I and Restrictions on RFP Process
E&I reserves the right to issue Addenda to the RFP at any time prior to the Close Date/Time.

E&I reserves the right to reject any or all proposals or any part thereof.

E&I reserves the right to make an award and/or multiple awards by section, in whole, or to make no award as determined to best meet the needs of the membership.

E&I reserves the right to make an additional award to the highest ranked diverse supplier.

E&I recommends that a Respondent’s initial proposal reflect its most favorable terms. E&I reserves the right to negotiate with any Respondent(s) and to arrive at its final decision and/or to request additional information or clarification on any matter included in the proposal.

If this RFP is regional in scope, E&I, upon mutual agreement of the Respondent, may expand the Agreement to additional regions or nationally.

E&I, in its sole discretion, reserves the right to waive any irregularity or minor variance in any proposal received, including but not limited to obvious mathematical errors in extension of pricing, failure to date the proposal, or failing to execute any certification not considered salient to price, delivery or acceptance of an agreement award.

E&I reserves the right to select the most responsible Respondent(s) without further discussion, negotiation, or prior notice.

E&I may presume that any proposal is a final proposal revision (otherwise known as a “Best-and-Final Offer”).

E&I reserves the right to delete specific line items in order to provide a basis for an evaluation of the prices quoted by all Respondents.

Any discussion with E&I personnel, other than the Contract Manager listed as the Sole Point of Contact regarding this RFP while the RFP is in progress (from the time Respondent receives this RFP until final award is made) is strictly prohibited. Such contact and discussion may result in disqualification of Respondent’s proposal.

E&I is the sole owner of all data and information contained within the RFP document and accompanying attachments.

Respondent shall use this information exclusively to prepare a proposal. Respondent should not disclose this information to any other firm or use it for any other purpose unless required by law or legal process.

Respondent proposals will be opened and reviewed at the convenience of E&I.

All proposals and related information submitted become the property of E&I; they will not be returned and may be subject to disclosure under the Freedom of Information Act, Open Records laws or other laws existing in E&I Members’ states. As such, proposal(s) may be released to third parties, without prior notice to Respondent(s), as required to comply with legal requirements.

Respondents must clearly indicate which portions of their response are “Confidential” – considered to contain confidential or proprietary information.

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4. Scope of Products and Services
The Respondent is expected to provide Electrical Supplies, Equipment, and Other Related Products & Services as required by members. All products offered under any resulting agreement(s) shall be new, unused, and currently available. Remanufactured or refurbished products are not acceptable, in lieu of new product, unless authorized by the member.

Statement of Work
E&I intends to establish a contract for Electrical Supplies, Equipment, and Other Related Products & Services. All E&I members will be eligible to participate in the resulting agreement(s). Members are currently purchasing electrical equipment, supplies and services for major capex projects, minor repairs and maintenance, renovations, small and large construction projects on their campuses. There are individual departments on the campuses that may also need electrical supplies and services such as Facilities, Athletics, Intramural Programs, Housing, Telecommunications, IT, and Academic/Research (laboratory) Programs.

There are often specific brands of products and equipment that members utilize for the different areas on campus. Members may be purchasing for new construction and/or may be replacing, repairing, or renovating existing facilities. They are seeking contracts that will improve efficiencies, assist in lowering the supply chain costs, provide energy savings, and promote green and sustainable initiatives. Our member institutions currently purchase electrical equipment, supplies and services that are used in construction, utility, and industrial applications through various suppliers.

The awarded supplier(s) is/are expected to be the manufacturer or a fully authorized dealer/distributor for any of the manufacturer’s products proposed. The awarded supplier(s) and/or its distributors must be able to provide service and timely deliveries to all members and campuses. It is not a requirement for suppliers to have brick and mortar locations. It is a requirement for members to receive their products on a timely basis via your delivery truck, common carrier with overnight, next day or two-day delivery or as per the request of the member. Same day delivery should be an option but is not a requirement to submit a response to this RFP. Direct involvement by the awarded supplier may be necessary to assist members in understanding the different types of products and/or services available and in selecting the best solution to fit their needs.

Members may, from time to time, select to make large purchases for projects that could consist of products and supplies for new construction or renovations. At times, members may request a leasing or finance option, if your company can provide this value in your proposal response it is recommended that you include that with your proposal response.

Term
The Agreement term will be for five (5) years with an E&I option for one (1), five (5) year renewal. Exercise of the renewal will require formal written notification and mutual agreement between E&I and Supplier up to one (1) year prior to Agreement expiration.

If this RFP results in an Agreement, a hold-over clause may be invoked by the E&I member on a month by month or year by year basis as per the agreement between the member and Supplier utilizing the same terms and conditions as listed in Agreement between the awarded Supplier and E&I.

Specifications
The Supplier is expected to provide Electrical Supplies, Equipment, and Other Related Products & Services as required by Members. The Suppliers response to this RFP should include but not be limited to a wide range of Electrical Products & Supplies for routine maintenance, Lighting Supplies & Retrofits, Building Automation, HVAC Controls, Solar Solutions, EV Charging Stations, Data Communications Products, other Communications and Data Networking Products, Safety & Security Products, as well as other General Products and all Services provided by your company. This is a full catalog solicitation and all products and services provided by your company should be included in your proposal response.

All products offered under a resulting agreement shall be new, unused, and currently available. Remanufactured or refurbished products are not acceptable, in lieu of new product, unless authorized by the member. All products provided by the supplier(s) that is/are selected for an award from this RFP should provide products that meet or exceed all federal, state, and local standards.

Specification Checklist
Members may require the awarded Supplier(s) to discuss, sometimes in detail, how their products meet or exceed the items listed below. This is not an all-inclusive list, but some of the most common requirements for this category of products and services.  Minority Business partner/distributor program
 Inventory availability – Supply chain capabilities/issues (pandemic), total amount of inventory on hand (in U.S. dollars) #15..
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 Training – Availability of classes or written material for Products and Services proposed, as well updates to any/all training that would be available to the Members.
 Products are provided for their Intended use/purpose
 Products may be required to meet minimum performance requirements  E-Procurement - provide your e-Procurement strategy for punch-out and hosted catalogs  Traceability of product origin
 Products may be subject to Inspections - Acceptance
 Compliance (e.g., safety, environmental, industry standards, OSHA Standards etc.)  Any restrictions that a local agency might impose
 Delivery– Express, overnight, multiple delivery locations, backorder tracking and delivery dates provided upon request  Installation, if available
 Guarantees/Warranty – Product, manufacturer or extended  Training requirements for specific Products and/or Services  General & Specific Training available on any Products and Services proposed by the Supplier  Additional discounts or special pricing for large quantity purchases  Special care and handling for products that have such a requirement  Packaging may need to meet member requirements
 Quality control – for some products and services there may need to be specific quality control measures in place as per the product or service required by the member
 Contract transition – the ability of the awarded supplier to transition any member to a resulting agreement  Services that may be provided by a third-party – Supplier should provide a list of all third-party service providers. Your response shall also provide detailed information on the Services to be offered by any third party along with the vetting process used by your company to recommend the third-party as a service provider  Insurance – Suppliers must carry the proper insurance  Labor-related Prevailing Wages – if applicable for installations and/or services being provided through the resulting agreement(s)
Services
Supplier shall clearly state its ability to provide services related to supporting the above products. Proposals must include a full description of each service offering. Services may include, but not be limited to.  On Campus Store Operations
 Inventory Management/Vending Machines
 Consulting (i.e. increase efficiencies, reduce expenses, construction, brand awareness, e-commerce, Facilities, Energy, Utility, etc.)
 Product Sourcing – Includes any third-party Manufacturers that may or may not be included in your product offering.  Environmental – (i.e. Sustainability/Green, Energy, Water, Haz Mat spills, etc.)  Emergency Preparedness & Response
 School/Campus Security/Safety
 Career Technical Education (CTE)
 Other Services
Supplier shall clearly outline their capabilities to provide services related to supporting the products proposed. Services may include but not be limited to Lighting Retrofits, Building Automation & HVAC Controls, Solar Solutions and Installation.

Suppliers should also include information on any training classes and/or materials that will be available to support the Services being proposed. Proposals must include a full description of each service offering. Members will have different needs for products and services across campus. Services being proposed may include, but not be limited to, building solutions, manage installation projects, logistics for products purchases, inventory management, and other related services. All services provided by your company should be included in your proposal response.

No Exclusions
E&I recognizes that any one Respondent may not provide all product lines. No systems, products, or services have been excluded from this RFP. All product, supplies and accessories carried in a Respondent’s catalog(s), price book(s) or otherwise available by special order are part of this solicitation. #15..
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E&I RFP – EI00209~2023RFP
Electrical Supplies, Equipment, and Other Related Products & Services E&I Cooperative Services, Inc. Page 13 of 13
Request for Proposal – EI00209~2023RFP V04.05.22
Other Proposal Response Requirements
Pricing
Pricing for Products being proposed shall be from a published list price less a discount model (List less Discount). All proposals must meet this requirement first. “List Price” shall be defined in your proposal response. You must disclose the name and date of the list price being utilized for your response. The “List Price” must be available to view in printed or on-line (electronic) format on demand. It is understood that suppliers may call their “List Price” by different names; E&I requires that the “List Price” must be provided to E&I.

For any services that are proposed, the Supplier must provide a net price for each service on an hourly, per diem, or per job basis. Other pricing methods for Services may be considered but must be defined in your proposal response.

Services must be submitted for evaluation listing the service, a description of the service, and the price for the service, if any.

Once the evaluation team has reviewed your company’s list less discount proposal, and they have determined that it meets the requirements of this solicitation, then they may review other pricing proposed by your company.

Suppliers may also provide a “Market Basket” of net priced items. The Market basket item pricing should be held firm for each contract year from the Start date of the resulting Agreement(s).

Category Pricing – E&I may also consider discounts per category and/or sub-category. If a Supplier provides pricing based on a category discount, the discounts for each category or sub-category shall be equal to or better than the required list less discount percentages being proposed.

Additional volume discounts - Suppliers are encouraged to provide additional volume-based pricing. Examples include, but are not limited to, deeper discounts based on dollar thresholds for single orders, cumulative purchases by member, and aggregate volume by the membership. Suppliers shall propose how additional discounts shall be applied and when they will apply to a member’s purchase.

Terms and Conditions
As a result of this RFP process, it is our expectation that an Agreement will be established between E&I and one or more of the Suppliers who have submitted a proposal response. The Agreement will incorporate the relevant terms and conditions of the template Agreement document (Section 5.1.1 in the RFP Questionnaire). Upon award each successful Supplier will sign the Agreement with E&I to sell products and/or services to the Members.

Supplier Questionnaire
Suppliers shall fully complete the Supplier Questionnaire for this RFP. For your proposal to be considered for evaluation, all questions must include a response to all questions that apply to your proposal response. Your answers to these questions will assist us in evaluating your response. E&I reserves the right to ask for clarification to any questionnaire response provided by your company, including any marked not applicable.

Proposal Innovations
Supplier may offer innovative ideas, new concepts, and alternative partnership arrangements falling outside the specifications of this RFP. Added value services, incentives, and economic solutions beyond the scope of this RFP may be considered. Examples may include:

Value-added attributes, products and services are items offered in addition the products and services being proposed which adds value to those items being proposed A value-add would include a program or service that complements the product offering Rebates/Incentives to Members. Rebates/Incentives must include an alternative for Members who are unable to participate in a Rebate or Incentive program
Creative programs to ensure quick and deep ongoing "traction” with the membership Programs to elevate sales made on campus (departmental “road shows,” leveraging web site messages, etc.) Willingness to work with members’ on-site retail facilities (campus stores) if such program exists Willingness to work with members on a sponsorship program, if requested Extending the Agreement to faculty, staff, and students through employee purchase programs Creative pricing (signing bonuses, additional discounts for e-commerce to promote online ordering, etc.) Incentives for early payment
E&I may accept an offer under this RFP demonstrating such a significant change or improvement that it considers being breakthrough advancement to the services being sought.
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E&I Cooperative Services  |  2 Jericho Plaza ‐ Suite 309,  Jericho, NY 11753  |  225.806.7833 |  [email protected]  |  www.eandi.org Andrew Brennan
Senior Vice President, Sourcing
To:  E&I Members
From:  Andrew Brennan, Senior Vice President, Sourcing
Date:  August 01, 2023
RE:  E&I Contract Awards for EI00209~2023RFP – Electrical Supplies, Equipment, and Other Related Products & Services.

E&I developed its Competitive Solicitation Process in response to the specific state and federal regulations many public institution members are facing with regard to compliance. Our goal is to ensure that our contracts are fully compliant with our members’ institutional, federal, State and local codes and policies.

E&I’s national agreement with Vantage Electrical Group, Inc d.b.a. Vantage Group EI00339~2023MA, effective August 01, 2023, reflects our continued effort in this area and follows the generally accepted steps in an RFP process and award as outlined below:

1. The RFP Team developed and issued a competitive RFP.

2. E&I placed the following advertisement in the USA Today on March 01, 2023, and March 08, 2023, and on the E&I website, www.eandi.org.

3. E&I issued the RFP to the suppliers listed on the attached RFP Supplier list.

4. E&I received Proposals from the following suppliers:

M&M Generator
Vantage Electrical Group, Inc d.b.a. Vantage Group
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E&I Cooperative Services | 2 Jericho Plaza ‐ Suite 309, Jericho, NY 11753 | 225.806.7833 | [email protected] | www.eandi.org

5. The RFP Team developed evaluation criteria (outlined in the RFP), including Contract Alignment & Connection, Supplier Diversity, Business Partner Capability including Experience & Qualifications, Economic Value, including Price, Financial Overview, Supplier Performance/Compliance, and Risk Profile:

The RFP Team proposal evaluation summary is as follows:

The RFP Team used the established RFP evaluation criteria and determined that all proposal responses were responsive and were evaluated.

The Team decided to make a single award from this RFP based on the following reasons:
 Best overall value including breadth of product, and pricing.  Supplier will align members to the agreement upon request by the Member.  All major electrical product manufacturers are represented in the Vantage Agreement.  Vantage Group Distributors include ‐ Crescent Electric Supply Co., Platt Electric, Rexel, McNaughton‐McKay Electric Co., Westbourne, BA Supply, Interstate Electric Supply, Stoneway Electric Supply, Nedco, and Gexpro.  E&I is the only Cooperative contract for this Supplier

RFP Scoring Summary:

Rank Supplier Score
1 Vantage Electrical Group, Inc d.b.a. Vantage Group 82.83 2 Supplier #2 72.00
For these reasons, the RFP Team recommended making a single award to Vantage Group, as an agreement with this supplier would best assist E&I members in meeting their Electrical Supplies, Equipment, and Other Related Products & Service’s needs.

Best Regards,
Andrew Brennan
Senior Vice President, Sourcing
Enclosure ‐ RFP Supplier List
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E&I Cooperative Services | 2 Jericho Plaza ‐ Suite 309, Jericho, NY 11753 | 225.806.7833 | [email protected] | www.eandi.org

EI00209~2023RFP – Suppliers List
Acumen Enterprises, Inc.

ADT Commercial LLC
Alterman, Inc.

Amstat Industries Inc
Building Material Supply, Inc.

CAN‐AM Wireless LLC
Choice Energy Services Retail LP
Controllix Corporation
Energy Rental Solutions
Esport Supply, LLC
General Electronic Materials Technology
Guy Brown Management LLC
Intermountain Lock and Security Supply
Martek Global Services, Inc
Mechanical Electrical Wholesale Supply, Inc. dba/MEWS
Midwest Unlimited LLC
Newark Corporation dba Newark Electronics
PKJ International LLC
Purafil Filtration Group
QLED Lighting LLC
Results Computers, LLC dba Bricktown Tech., LLC
SDI
Shore Distributors, Inc.

Silver Bluemoon LLC
Sound Masking USA LLC
Starboard Tack Supply Co.

Taber group LLC DBA ITAD Solutions
Testequity LLC
Warrior Ace Hardware
Warshauer Electric Supply
Wholesale Batteries, Inc.

Winsupply Inc.
1 Priority Environmental
Anatomage, Inc
AV Acumen LLC dba AVS
Avalon Contracting Inc.

Communications Supply Corporation
Crescent Electric Supply Co.

DC Group
Exprolink Inc.

Granite City Electric Supply Co.

Graybar Electric Co.

Hi‐Line Electric Co., Inc.

Ibiley Uniform Inc
M&M Generator Supply LLC
Mayer Electric Supply Co.

Pacific Patriot LLC
Queen Anne Cleaners, DBA Helena's Cleaners
Rexell USA
Shepherd Electric Supply
Thompson Strategy & Solutions, LLC
United Electric Supply
Vantage Electrical Group, Inc
Viva USA Inc.

Wesco
Zheng Commerce LLC

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Revised 1/19/2024
Bid Waiver Approval Form
Supplier Name: Amount of Bid Waiver Request:

Supplier Contact: Supplier Phone No:

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

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

Reason for Bid Waiver - Check Box:

Sole Source - The item/service is unique in its specifications such that only one vendor is qualified to provide the good or service (Formal bidding exception under MMC 8-3.204(b))
OEM - Original Equipment Manufacturer / Distributor
Inflexible time constraints preclude the bidding process - Exigent or mergency circumstances (Formal bidding exception under MMC 8-3.204 (c)) The incumbent's cost, delivery and quality can be compared to a previous quote/bid obtained within the last six months, for the same or similar item/service (Total purchase must be less than $100,000)
Professional Services defined under MMC 8-3.103 (Formal bidding exception under MMC 8-3.204 (a)) – staff should make effort to solicit at least three informal proposals.

Single Bid/Proposal – More than one supplier could provide the goods or service, but only one supplier provided bid/proposal for solicitation.

Amendment – Extending agreement for no more than one year to allow the City to complete formal bidding process for new agreement (MMC 8-3.204 (e)).

Amendment – Amending the goods or services under the existing agreement to include similar types of goods and services (MMC 8-3.204 (f)) Requisition No: Department:

Project Description:

The purchase of any item utilizing any Federal Funding must comply with current applicable Circular Yes No
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Revised 1/19/2024
Other (requires detailed comments)

NEW TECHNOLOGY PURCHASES
Does the new technology meet the criteria to be reviewed by the Technology Steering and Alignment Committee (TSAC)? Yes ____ No ____
If yes, was it approved by this committee? Yes ____ No ____ Approval Name Signature Date
Requestor
Division Manager
Department Director
Chief Information Officeri
Buyer
Purchasing Manager
Director of Finance
i Information technology (IT) purchases will require Chief Information Officer Signature Buyer Comments:

Comments:
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City of Modesto
Purchasing Division
1010 Tenth Street, Suite 5300
P.O. Box 642
Modesto, CA 95354
TO: Whom it may Concern DATE: July 5, 2024
FROM: Carol Wattle, Senior Buyer
SUBJECT: Business Justification for Electrical Parts and Supplies City of Modesto staff purchases numerous items that include various types of fuses, wiring, conduit, connectors, fittings, photo controls, wiring devices, tools, circuits, drill sets, bulbs, blades, bushings, etc. Blanket purchase orders have been utilized citywide but heavily used by the Utilities Department’s Water, Wastewater and Electrical divisions for such purchases. To address this past practice, Staff attempted to gather information from vendors in order to competitively bid these items but found that with the fluctuating market and vast unpredictable nature of the parts being used, that it was not feasible to proceed with a competitive process.

The City receives various percentages off "List" price from both Wille Electric and Consolidated Electric Company. Both Wille Electric and Consolidated Electric Company are our local vendors that the City has worked with for numerous years. With the various items purchased it is near impossible to put together a competitive bid that would account for all items needed. These agreements will be used for purchases that are under the $3,500 threshold and any purchases above the $3,500 threshold will need to have additional quotes. Therefore, the City is requesting the formal bidding process be waived.

Phone: (209) 577-5405 • Fax: (209) 544-8821 www.modestogov.com Hearing & Speech Impaired Only TDD: (209) 526-9211 #15..
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Revised 1/19/2024
Bid Waiver Approval Form
Supplier Name: Amount of Bid Waiver Request:

Supplier Contact: Supplier Phone No:

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

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

Reason for Bid Waiver - Check Box:

Single Bid/Proposal – More than one supplier could provide the goods or service, but only one supplier provided bid/proposal for solicitation.

Amendment – Extending agreement for no more than one year to allow the City to complete formal bidding process for new agreement (MMC 8-3.204 (e)).

Amendment – Amending the goods or services under the existing agreement to include similar types of goods and services (MMC 8-3.204 (f)) Requisition No: Department:

Project Description:

The purchase of any item utilizing any Federal Funding must comply with current applicable Circular Yes No
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Revised 1/19/2024
Other (requires detailed comments)

Comments:
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City of Modesto
Purchasing Division
1010 Tenth Street, Suite 5300
P.O. Box 642
Modesto, CA 95354
TO: Whom it may Concern DATE: July 5, 2024
FROM: Carol Wattle, Senior Buyer
SUBJECT: Business Justification for Electrical Parts and Supplies City of Modesto staff purchases numerous items that include various types of fuses, wiring, conduit, connectors, fittings, photo controls, wiring devices, tools, circuits, drill sets, bulbs, blades, bushings, etc. Blanket purchase orders have been utilized citywide but heavily used by the Utilities Department’s Water, Wastewater and Electrical divisions for such purchases. To address this past practice, Staff attempted to gather information from vendors in order to competitively bid these items but found that with the fluctuating market and vast unpredictable nature of the parts being used, that it was not feasible to proceed with a competitive process.

Phone: (209) 577-5405 • Fax: (209) 544-8821 www.modestogov.com Hearing & Speech Impaired Only TDD: (209) 526-9211 #15..
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

September 10, 2024
Date: August 14, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Kevin Wise, Fire Chief
SUBJECT: CalOES Type 1 Engine Transfer Agreement
CONTACT: Jerardo Avila, Deputy Fire Chief, [email protected], 209-572-9590 DESCRIPTION:

Consider approving an Agreement with the State of California Office of Emergency Services to temporarily house and maintain a Type 1 Fire Engine and its associated equipment. (Funding Source: General Fund)
STRATEGIC PLAN ELEMENT:

This action supports the City of Modesto 2020-2025 Strategic Plan focus on quality of life under Goal A: Improve Community Safety.

BACKGROUND:

The Modesto Fire Department currently partners with The California Governor’s Office of Emergency Services (CalOES) in temporarily housing and maintaining an existing Type 1 fire engine (OES321). CalOES has designated OES321 for replacement. CalOES has selected the Modesto Fire Department (MFD) to enter into an updated agreement to continue to house and maintain a new Type 1 fire engine, complete with its associated equipment. The use of the vehicle is intended to provide aid for the following all-hazard events: emergency incidents, civil defense, and disaster purposes, mutual aid; multiple alarm events and emergency incidents; emergency incidents threatening properties vital to national defense or important military installations; parades and displays; training of regular, volunteer and auxiliary firefighters; temporary standby for MFD’s regular fire engine and the regular fire engines of other fire departments while out of service for repairs.

DISCUSSION:

The term of the proposed agreement is ten years, from July 12, 2024, through July 12, 2034.

Upon acceptance of the agreement with CalOES, MFD agrees to house, maintain, and respond with the apparatus when requested. It is expected, but not required, that MFD shall be available, for a minimum of seven days, to staff and operate the fire engine, with staffing consisting of four #16..
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City Council, September 10, 2024
CalOES Type 1 Engine Transfer Agreement

Page 2 of 2 ends

trained fire personnel for out of operational area assignments. If current staffing levels cannot accommodate this, the engine may be taken out of service in the state’s response system.

Apparatus maintenance would include the care of batteries, tires, appliances, lubrication, fuel, general cleaning and minor repairs. Repairs that are $100 or less are the responsibility of the City of Modesto. Repairs that exceed $100 threshold are the responsibility of CalOES and will require a $100.00 deductible.

FISCAL IMPACT:

The cost for repairs at a maximum amount of $100 per repair are fully budgeted and allocated in the Fire Department’s Operating Budget within the Facilities and Fleet Cost Center (18610).

COMMITTEE RECOMMENDATION:

This item was presented at the August 12, 2024 Safety and Communities Committee meeting and was approved to move forward to Council.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Agreement with the State of California Office of Emergency Services to temporarily house and maintain a Type 1 Fire Engine and its associated equipment, and authorizing the City Manager, or his designee, to execute the Agreement.

Approved by:

Kevin Wise, Fire Chief
Joseph P. Lopez, City Manager
Attachments:

1. Resolution

2. Agreement
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MODESTO CITY COUNCIL
RESOLUTION NO. 2024-XXX

RESOLUTION APPROVING AN AGREEMENT WITH THE STATE OF CALIFORNIA

OFFICE OF EMERGENCY SERVICES TO TEMPORARILY HOUSE AND MAINTAIN A TYPE 1 FIRE ENGINE AND ITS ASSOCIATED EQUIPMENT, AND AUTHORIZING

THE CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT WHEREAS, the Modesto Fire Department currently partners with The California Governor’s Office of Emergency Services (CalOES) in temporarily housing and maintaining an existing Type 1 fire engine (OES321); and
WHEREAS, CalOES has designated OES321 for replacement. CalOES has selected the Modesto Fire Department (MFD) to enter into an updated agreement to continue to house and maintain a new Type 1 fire engine, complete with its associated equipment; and WHEREAS, the use of the vehicle is intended to provide aid for the following all-hazard events: emergency incidents, civil defense, and disaster purposes, mutual aid; multiple alarm events and emergency incidents; emergency incidents threatening properties vital to national defense or important military installations; parades and displays; training of regular, volunteer and auxiliary firefighters; temporary standby for MFD’s regular fire engine and the regular fire engines of other fire departments while out of service for repairs; and WHEREAS, the term of the agreement is for ten years, from July 12, 2024, through July 12, 2034. Upon acceptance of the agreement with CalOES, MFD agrees to house, maintain, and respond with the apparatus when requested.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that the Council hereby approves an Agreement with the State of California Office of Emergency Services to temporarily house and maintain a Type 1 Fire Engine and its associated equipment. #16..
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BE IT FURTHER RESOLVED, that the City Manager is authorized to execute all documents and agreements, in a form approved by the City Attorney.

The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of September, 2024, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: ?
NOES: Councilmembers: ?
ABSENT: Councilmembers: ?
ATTEST:

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

BY:

JOSE M. SANCHEZ, City Attorney
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GAVIN NEWSOM

GOVERNOR

NANCY WARD

DIRECTOR
3650 SCHRIEVER AVENUE  MATHER, CA 95655

FIRE AND RESCUE DIVISION
PHONE: (916) 845-8711  FAX: (916) 845-8396
July 2, 2024
Kevin Wise, Fire Chief
City of Modesto Fire Department
409 12th St.

Modesto, CA 95353
Dear Chief Kevin Wise,
You will find enclosed two copies of Assignment of Equipment Form, and Agreement for Temporary Transfer of Vehicular Equipment covering the assignment of Cal OES Fire Engine No. 4118 to the City of Modesto Fire Department. The Agreement is effective July 12, 2024.

Please have the authorized official sign both copies of the above-mentioned documents and return one original set to our office.

NOTE 1: Cal OES cannot assign the apparatus to your agency until this signed Agreement is returned.

It is required that this office be furnished with a Certificate of Insurance, or a letter certifying self-insurance in accordance with Paragraph 16 and 17 of the Agreement for Temporary Transfer of Vehicular Equipment.

If you have any questions regarding this assignment, please feel free to contact our office.

Sincerely,
Brian S Marshall
State Fire and Rescue Chief
Cc: Eric Walder, Chief, Region IV Fire and Rescue Coordinator Chris Parnell, Chief, Operational Area Coordinator, Region IV Sam Marouk, Cal OES Deputy Chief of Operations North
Corey Zander, Cal OES Assistant Chief Region IV
Eric Petterson, Cal OES Assistant Chief Region IV
Docusign Envelope ID: 0C588C7F-8063-460E-AFF9-27FA8A81EA3A In Process
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State of California
GOVERNOR’S OFFICE OF EMERGENCY SERVICES
Fire and Rescue Division
1 01/2023
Agreement for Temporary Assignment of Vehicular Equipment

AGREEMENT FOR

TEMPORARY ASSIGNMENT OF VEHICULAR EQUIPMENT
THIS AGREEMENT, entered into this 12th day of July 2024, by and between the Governor’s Office of Emergency Services, hereinafter “CAL OES” acting by and between its duly appointed and qualified Director of the Governor’s Office of Emergency Services and the City of Modesto Fire Department, acting by and through its duly appointed, qualified and acting officers, hereinafter called "ASSIGNEE."
W I T N E S S E T H:

WHEREAS, the State of California has purchased fire apparatus and equipment for the purpose of responding to incidents in furtherance of the California Fire Service and Rescue Emergency Mutual Aid Plan; and
WHEREAS, Cal OES is authorized to assign these fire apparatus and equipment to local jurisdictions throughout the State under written agreements to be staged for Cal OES purposes and for use by local jurisdictions for the purposes described below; now, therefore, IT IS HEREBY MUTUALLY AGREED between the parties hereto as follows:

1. ASSIGNMENT. CAL OES hereby transfers possession to ASSIGNEE and ASSIGNEE hereby accepts possession from CAL OES of the fire apparatus and equipment listed on the attached Exhibit "A" which is by this reference made a part hereof, for the period commencing July 12th, 2024, for the following all-risk events, emergency incidents, civil defense, and disaster purposes, namely:

Mutual aid, multiple alarm events and emergency incidents, emergency incidents threatening properties vital to national defense or important military installations, parades and displays, training of regular, volunteer, and auxiliary firefighters and temporary standby for ASSIGNEE's regular apparatus and the regular apparatus of other departments while out of service for repairs.
a. Vehicle Description: 2024 HME Type 1 Engine
Vehicle Designation: 4118
Vehicle License Number: 1682385
Vehicle Identification Number: 44KFT428XRWZ24008
Value of Vehicle: $514,440.75
Value of Hose and Appliances: $155,425.58
b. Equipment inventories (Exhibit "A") may by mutual concurrence of the CAL OES and ASSIGNEE be changed during the term of this Agreement, utilizing property accountability procedures established or approved by the State.

2. TERM. The term of this Agreement shall be for ten (10) years unless terminated pursuant to the terms of this Agreement.

3. CONSIDERATION. Consideration for this Agreement is the mutual benefit the parties will enjoy by having a fire apparatus locally available for use as provided in this Agreement.

Docusign Envelope ID: 0C588C7F-8063-460E-AFF9-27FA8A81EA3A In Process
#16..
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State of California
GOVERNOR’S OFFICE OF EMERGENCY SERVICES
Fire and Rescue Division
2 01/2023
Agreement for Temporary Assignment of Vehicular Equipment

4. HOUSING, MAINTENANCE, REPAIR, AND REPLACEMENT. During the term of this transfer, ASSIGNEE agrees to adequately house in an enclosed secure structure, staff, operate, maintain and repair (consistent with section 4b) said fire apparatus and equipment (hereinafter collectively referred to as "the Apparatus" except where it is desired to refer to equipment alone, in which case the term "Equipment" is used) at its sole cost and expense, except as otherwise expressly provided in this Agreement. ASSIGNEE also agrees to complete all reports and maintain records consistent with Section 14. Apparatus shall be housed on property of the ASSIGNEE in a manner to provide reasonable protection against inclement weather, sabotage, theft, or malicious damage. Apparatus shall be maintained in such condition that it is available for immediate emergency use, and at the same standard as other emergency apparatus operated by ASSIGNEE. Maintenance shall include care of hose, batteries, tires, appliances, lubrication and fuel, general cleaning and polishing, minor body repairs and periodic testing. Repairs shall include, without being limited to, motor tune-ups, pump repairs, transmission, differential and all running gear, brake and exhaust systems, cooling devices including radiator, pump packing, and equipment assigned to Apparatus.
a. Repairs to the extent of $100.00 for each individual item of repair shall be the responsibility of ASSIGNEE.
b. Repairs to the extent that they exceed $100.00 for each individual item of repair shall be the responsibility of CAL OES on a $100.00 deductible basis, unless in the judgment of the CAL OES the need for repair results from misuse or negligence on the part of ASSIGNEE in the maintenance or use of the Apparatus, in which event the cost of each such item of repair above $100.00 shall also be the responsibility of ASSIGNEE. In no event shall ASSIGNEE arrange for repairs costing over $100.00 for any item of repair, whether it is the responsibility of CAL OES or ASSIGNEE, without first obtaining written authorization from the Cal OES Fire and Rescue Division.
c. Notwithstanding the foregoing, replacement of hose, batteries and tires shall be the responsibility of CAL OES, except to the extent CAL OES determines that the damage thereto is the result of negligence or misuse on the part of ASSIGNEE, in which event ASSIGNEE will bear such portion of the replacement cost thereof as the CAL OES deems equitable. Procurement of tires, hose and batteries is subject to State fiscal policies and procedures, and written approval must be obtained from the Cal OES Fire and Rescue Division prior to procurement.
d. Maintenance and repairs must be requested and authorized pursuant to the most recent version of the Cal OES Fire and Rescue Division Operations Bulletin #18, which is hereby incorporated into this Agreement by reference.
e. Repair or replacement of the Apparatus transferred hereunder which is consumed, lost, stolen, damaged or destroyed during mutual aid operations when CAL OES has dispatched or directed the dispatch of said Apparatus through Regional or Operational Area Fire and Rescue Coordinators, or when CAL OES has reassigned said Apparatus pursuant to the provisions of paragraph 11 of this Agreement, shall be the responsibility of CAL OES, providing that any such loss or damage shall be the responsibility of ASSIGNEE, if due to the negligence of ASSIGNEE. ASSIGNEE agrees that it will assume responsibility in full for the repair or replacement of Apparatus that has been consumed, lost, stolen, damaged or destroyed in Docusign Envelope ID: 0C588C7F-8063-460E-AFF9-27FA8A81EA3A In Process
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State of California
GOVERNOR’S OFFICE OF EMERGENCY SERVICES
Fire and Rescue Division
3 01/2023
Agreement for Temporary Assignment of Vehicular Equipment operations ASSIGNEE has directed or controlled.
f. ASSIGNEE must request from CAL OES, in writing, permission to make any and all changes to assigned fire apparatus and equipment. Furthermore, ASSIGNEE will not make modifications, changes, adjustments, or additions, including decals or stickers, to Apparatus without prior written approval from CAL OES.

5. INSPECTION OF APPARATUS. ASSIGNEE agrees that representatives of the Cal OES Fire and Rescue Division and other authorized State personnel may inspect the Apparatus at any time.

6. STAFFING. Reasonable and continual training shall be carried on so that trained personnel shall at all times be available to staff and operate said Apparatus. The ASSIGNEE shall provide personnel to staff the assigned apparatus per FIRESCOPE ICS standards. The Cal OES engine may be assigned to out of area assignments for up to 14 days, plus travel time. When local government personnel, staffing Cal OES Apparatus, are committed to extended assignments there may be a need to replace or rotate personnel. Personnel rotation will follow the direction outlined in the California Fire Assistance Agreement when assigned to an incident within California. Crew rotation for incidents outside of California shall be consistent with the appropriate forest’s agencies policy and coordinated by Cal OES.

7. PERSONAL PROTECTIVE EQUIPMENT (PPE) AND SPECIALIZED EQUIPMENT. In addition to providing the standard complement of firefighting PPE, it shall be the ASSIGNEE’S responsibility to provide its personnel with all other PPE that may be required by NFPA 1901, other NFPA Standards, and California Title 8. This shall include, but not be limited to, one Traffic Vest (ANSI / ISEA 207) for each seating position. In addition, we recommend chainsaw chaps be provided. In addition, an automatic external defibrillator (AED) has been added to “Miscellaneous Equipment” in NFPA 1901. To provide consistency with the ASSIGNEE’S equipment, it shall be the ASSIGNEE’S responsibility to provide this device for use on the assigned engine.

8. TRAINING. Personnel assigned shall meet wildland fire and ICS standards established in the California Incident Command Certification System (CICCS) or NWCG 310-1, Wildlife Qualification System Guide (current edition). Personnel assigned to Cal OES Engine’s shall meet Rescue System I standards as certified by the California State Fire Marshal or have completed an equivalent course that meets or exceeds Rescue System I curriculum.

9. DISPATCHING. All movement of the Apparatus shall be handled through the official dispatching channels of ASSIGNEE. ASSIGNEE dispatchers will recognize and act on all official requests for movement of the Apparatus in conformance with the Fire and Rescue Annex (California Fire and Rescue Mutual Aid System) to the State Emergency Plan and its subsequent revisions. CAL OES reserves the right to dispatch, direct the dispatch of, or temporarily reassign the Apparatus whenever, in the opinion of the Director of Cal OES, his representatives or Operational Area and Regional Fire and Rescue Coordinators, such Apparatus is essential to the protection of life and property in another jurisdiction or in the best interest of the State.

10. MUTUAL AID RESPONSE. Procedures for mutual aid response shall be in accordance with California Fire Service and Rescue Emergency Mutual Aid Plan.

11. REIMBURSABLE RESPONSE. Reimbursement for mutual aid may be provided pursuant to a Docusign Envelope ID: 0C588C7F-8063-460E-AFF9-27FA8A81EA3A In Process
#16..
- 641 -
State of California
GOVERNOR’S OFFICE OF EMERGENCY SERVICES
Fire and Rescue Division
4 01/2023
Agreement for Temporary Assignment of Vehicular Equipment governor’s disaster proclamation or when conditions warrant invoking the California Fire Assistance Agreement, the State of Nevada Cooperative Agreement, or the Interstate Compact as appropriate. There is no other existing provision for mutual aid reimbursement.

12. TEMPORARY USE. ASSIGNEE shall be permitted to use the Apparatus for temporary cover of fire stations when emergency conditions warrant, or when regular apparatus is out of service for repairs and a closer engine cannot cover the gap. In either case, the ASSIGNEE shall immediately notify the Operational Area Dispatch Center and the Cal OES Fire Duty Chief. The ASSIGNEE further agrees that Cover-in or Standby of said Apparatus exceeding 30 days is at the discretion of the CAL OES.

13. TEMPORARY TRANSFER.
a. A sub-assignment of the Apparatus or any portion thereof by ASSIGNEE for any period not exceeding seven consecutive days within a given Operational Area may be made with the consent of the Operational Area Fire and Rescue Coordinator and the CAL OES, providing that at the time such Apparatus is received, such Sub-Assignee furnish ASSIGNEE and CAL OES a letter to the effect that he assumes all obligations of ASSIGNEE with respect to such Apparatus under this Agreement during the period of assignment, including insurance coverage in accordance with Section 16 or 17, as appropriate. Any sub-assignment by ASSIGNEE for a period of more than seven consecutive days shall be subject to authorization by the CAL OES and execution of an “Agreement for the Temporary Transfer of Vehicular Equipment,” with the agency requesting the transfer.
b. Whenever Apparatus is assigned in accordance with the provisions of this paragraph, regular ASSIGNEE shall be relieved of its obligations under this Agreement during such period of sub-assignment.
c. Complete a written Temporary Cal OES Apparatus Assignment Record, Exhibit “B”. The ASSIGNEE will retain one copy, the Sub-Assignee will retain one copy, and one copy will be forwarded to the Cal OES Fire and Rescue Division.

14. REPORTS AND RECORDS. ASSIGNEE shall maintain daily and monthly reports on the details of Apparatus use on Cal OES F-101 Form. A Smoke Opacity Test, Pump Test, Hose Test, and Ladder Test shall be the responsibility of ASSIGNEE and completed annually.

Written results of all tests and reports shall be forwarded to the Cal OES Fire and Rescue Division by the end of the calendar year. A recent copy of the tests and reports shall be maintained in the vehicle logbook.

15. REPORT OF ACCIDENTS. ASSIGNEE shall immediately notify the Cal OES Fire and Rescue Division following any and all accidents involving the Apparatus. It shall be the responsibility of ASSIGNEE to fill out State Form 270, "Report of Automobile Accident," and file the report with the Governor’s Office of Emergency Services. A copy of this report shall be retained by the ASSIGNEE and the original and four copies forwarded to Cal OES.

16. INSURANCE PROTECTION. (Non- State Agencies)
a. ASSIGNEE agrees forthwith to furnish evidence of insurance protecting the legal liability of the ASSIGNEE and CAL OES for liability and/or property damage with a combined Docusign Envelope ID: 0C588C7F-8063-460E-AFF9-27FA8A81EA3A In Process
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- 642 -
State of California
GOVERNOR’S OFFICE OF EMERGENCY SERVICES
Fire and Rescue Division
5 01/2023
Agreement for Temporary Assignment of Vehicular Equipment single limit of $1,000,000.00 per occurrence, by means of a Certificate of Insurance naming the State of California as Additional Insured. Said certificate shall contain an Agreement by the insurance company that it will not cancel said policy without 15 days prior written notice to the CAL OES and that the CAL OES is not liable for the payment of any premiums or assessments thereon. Said certificate must include the description of the apparatus including VIN, state license number, and Cal OES unit number.
b. In the event the ASSIGNEE is self-insured, ASSIGNEE in lieu of a certificate of insurance shall furnish CAL OES a written statement of such fact. In such event, ASSIGNEE agrees to hold the CAL OES harmless from any personal injury or property damage claims arising out of its maintenance, use or operation of the Apparatus under the terms of this Agreement.
c. Physical damage insurance, including collision coverage and comprehensive coverage, shall be obtained. The State of California will be named as a loss payee. In the event of a non-total loss, ASSIGNEE is responsible for returning Apparatus to original standard. The description of the vehicle and the necessary amount of insurance required is outlined in attached Exhibit "C" which is by this reference made a part hereof.

17. INSURANCE PROTECTION. (State Agencies) Any insurance necessary for coverage of the apparatus shall be the sole responsibility of the department having custody of the vehicle, including when it directs, dispatches, and controls the use of the Apparatus. ASSIGNEE agrees to report Apparatus as being under its control to the Insurance Officer, Department of General Services.

18. TERMINATION OF AGREEMENT.
a. Either party may terminate this Agreement upon 14 days written notice to other party, or ASSIGNEE may relinquish, or CAL OES may repossess any portion of the Apparatus upon like notice to the other party, except that CAL OES may repossess any portion thereof without written notice whenever it deems the same is not being maintained in accordance with this Agreement.
b. Upon the termination of this Agreement, ASSIGNEE agrees to return said Apparatus in the same condition as received, reasonable wear and tear, acts of God, and conditions over which it has no control excepted.
c. As inventory changes occur, or items of equipment are replaced, deleted or added by the CAL OES or replaced by ASSIGNEE, it is mutually agreed that no amendment to this Agreement need be made at the time of the change; provided however, at the termination of this Agreement a complete reconciliation of all equipment will be made. ASSIGNEE further agrees that all replacements for equipment or apparatus will be made with identical or substantially like items as approved by the CAL OES.
d. Nothing in this Agreement shall be construed to create a new property interest or right of action for the ASSIGNEE.

19. UNAUTHORIZED USE OF CAL OES APPARATUS AND EQUIPMENT. Use of this Apparatus other than as specified in Paragraph 1 will be considered a breach of this Agreement.

Docusign Envelope ID: 0C588C7F-8063-460E-AFF9-27FA8A81EA3A In Process
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- 643 -
State of California
GOVERNOR’S OFFICE OF EMERGENCY SERVICES
Fire and Rescue Division
6 01/2023
Agreement for Temporary Assignment of Vehicular Equipment

20. USE OF RADIO EQUIPMENT
a. CAL OES will furnish at CAL OES'S sole cost, radio equipment installed in the Apparatus to be operated on the following frequencies: 151.145 - 170.925 . b. CAL OES agrees to maintain said equipment without cost to ASSIGNEE. c. The ASSIGNEE agrees to operate said radio equipment in accordance with the Rules and Regulations of the Federal Communications Commission. d. Ownership of said equipment is in the CAL OES, and all applications to the Federal Communications Commission seeking authority to add, modify, or replace radio equipment covered by this Agreement shall be made by and in the name of the State of California. To activate this Agreement and in compliance with the control requirements of the Communications Act of 1934, as amended, the CAL OES hereby deputizes the Chief of the agency of said ASSIGNEE, and such volunteers, regularly employed and salaried assistants as shall be designated by the Chief of the agency as his agents to operate said radio equipment as specified in Paragraph ''c" above.
e. CAL OES assumes no liability hereunder for claims or losses accruing or resulting to any person, firm or corporation furnishing or supplying work, services or material or services in connection with the performance of this Agreement or for any claims and losses accruing or resulting to any person, firm or corporation injured or damaged by performance of either party hereunder.

21. NOTICES. All correspondence and notices required or contemplated, or which may be given by either party to the other shall be deemed to have been fully given when made in writing and deposited in the U.S. mail, registered and postage prepaid and addressed as follows: To the ASSIGNEE at City of Modesto Fire Department, 409 12th St., Modesto, CA 95353, and to the CAL OES at Governor’s Office of Emergency Services, Fire and Rescue Division, 3650 Schriever Ave., Mather, CA, 95655. The address to which notices shall or may be mailed as aforesaid to either party shall or may be changed by written notice given by such party to the other, as hereinabove provided; but nothing herein contained shall preclude the giving of any such notice by personal service.

22. ALTERATION. It is mutually understood and agreed that no alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties hereto, and that no oral understanding or agreements not incorporated herein, and no alterations or variations of the terms hereof unless made in writing between the parties hereto shall be binding on any of the parties hereto.

23. WAIVER. The CAL OES may in its sole discretion and for such good cause as it determines waive in writing in whole or in part any requirement of this Agreement that apparatus and/or equipment shall be maintained in operating condition, or repaired, or replaced, providing that any such waiver shall be applicable only to the specific apparatus or equipment to which it refers.

Docusign Envelope ID: 0C588C7F-8063-460E-AFF9-27FA8A81EA3A In Process
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- 644 -
State of California
GOVERNOR’S OFFICE OF EMERGENCY SERVICES
Fire and Rescue Division
7 01/2023
Agreement for Temporary Assignment of Vehicular Equipment

24. JURISDICTION AND VENUE. This Agreement, and any dispute arising from the relationship between the parties to this Agreement, will be governed by the laws of the State of California.

25. WHOLE AGREEMENT. This Agreement constitutes the entire agreement between the parties hereto, with respect to the subject matter hereof. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement.

IN WITNESS WHEREOF the parties hereto have executed this Agreement upon the date first above written.

ASSIGNEE: CAL OES:

City of Modesto Fire Department Nancy Ward ______
Director,
Governor’s Office of Emergency Services
By By
Kevin Wise, Fire Chief Brian S. Marshall, State Fire and Rescue Chief
Docusign Envelope ID: 0C588C7F-8063-460E-AFF9-27FA8A81EA3A In Process
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- 645 -
State of California
GOVERNOR’S OFFICE OF EMERGENCY SERVICES
Fire and Rescue Division
8 01/2023
Agreement for Temporary Assignment of Vehicular Equipment EXHIBIT “A”
EQUIPMENT INVENTORY: TYPE I, 2022 / NEWER
ACCOUNTABLE PROPERTY & EQUIPMENT #ISSUED # RCVD # SHORT ACCOUNTABLE PROPERTY & EQUIPMENT #ISSUED # RCVD # SHORT ACCOUNTABLE PROPERTY & EQUIPMENT # ISSUED #RCVD # SHORT Apparatus Cab 43. Couple, 2 ½” Double Male 2 95. Chemical Light Kit (See “Tool Info Sheet”) 2

1. Radio, Mobile APX
Serial #
OES #
1 44. Crank, Hose Reel 1 96. Hacksaw 2

45. Clamp, Wildland Hose 2 97. Hacksaw, Crosscut, 26” 2

46. Increaser, 1” NPSH F x 1 ½” NH M 1 98. Hammer, 24oz. Framing 3

47. Gated Wye, (1) 2 ½” NH F x (2) 1 ½” NH M 2 99. Hammer, 3-4lb. Sledge, Short 2

2. Radio, Mobile BK–KNG-M-150
Serial #
OES #
1 48. Mallet, Rubber 1 100. Knife, Utility 1

49. Nozzle, 1” NPSH Comb Wildland 4 101. Level, 6” Torpedo 3

50. Nozzle, 1 ½” Comb Structural 1 102. Marking Kit, building (See “Tool Info Sheet”) 1

51. Nozzle, 1 ½” NH Combo Wildland 2 103. Nails @ 25lb. ea., 8d 1

3. Radio, Handheld BK-P-150 w/Mic, 4 - Clamshell
4 52. Nozzle, 1 ½” NH x 7/8” Straight tip w/ pistol grip 1 104. Nails @ 25lb. ea., 16d 1 Serial # 53. Nozzle, 1 ½” Foam, Air Aspirating (MAD DOG) 1 105. Square, Tri or Speed 3 OES # 54. Nozzle, 2 ½” Shutoff w/Fog tip 1 106. Square, Framing, 24” 1 Serial # 55. Nozzle, 2 ½” Shutoff w/3tips 1 107. Tape Measure, 25’ 3 OES # 56. Reducer, 1 ½” NH F x 1” NPSH M 1 108. Tape, Barrier 2 Serial # 57. Reducer, 2 ½” F x 1 ½” M 1 109. Tape, Duct 2 OES # 58. Reducer, 6” NH F x 4” NH M 1 110. Tool Kit (See “Tool Info Sheet”) 1 Serial # 59. Reducer, 4” NH F x 2 ½” NH M 1 111. Hurst Battery Powered Spreader Serial #
OES #
1 OES # 60. Siamese, (2) 2 ½” NH F x (1) 2 ½” NH M 1

4. Box light’s (4) (Whelen pioneer life series) LF35) 4 61. Strap, Hose & Ladder 4

5. Intercom Headset’s 4 62. Tee, Wildland Hose 1 ½” NH F x 1 ½” NH M x 1” NPSH 3 112. Hurst Battery Powered Cutter Serial #
OES #
1 6. First Aid Kit (DOT) 1 63. Thermo, Foam Pick-Up Tube 1

7. Logbook, W/Credit Card 1 64. Wrench, Wildland Spanner (1” to 1 ½” Forestry) 2

8. Spotlight 1 65. Wrench, Suction Hose Spanner 1 113. Hurst Battery Powered RAM Serial #
OES #
1 Compartment,Cross-ThruW/Slide ToolTray 66. San Francisco Hydrant Adapter (3” F x 2 ½” M) 1

9. Axe, Pick Head 1 Driver’s Side, Rear Compartment

10. Axe, Flat Head 1 67. Carabiner, Locking “D”, 11 mm 27 114. Hurst Batteries for Extric Tools 6

11. Bar, Pinch Point, 60” 4 68. Edge Protection 1 Passenger Side, Rear Compartment

12. Chain, 25’ Tow W/Grab Hooks 1 69. Rescue edge pad 1 115. Backboard Head Immobilizer 1

13. Clamp, Herbert Hose 1 70. Emergency Signaling Device, Whistle 1 116. Blanket, Disposable 2

14. Cutter, Bolt, 30” 1 71. Frication Device 1 117. Can, Fuel 1

15. Extinguisher, 5# A: B:C 1 72. Fig. 8 & Breaker Bar 1ea. 118. Haul Bag 2

16. Hammer, 3-4lb. Sledge, Short 2 73. Harness, Body, NFPA 2 119. Hose, 1 ½” x 10’, Hard Suction 1

17. Hammer, 8-10lb. Sledge, Short 2 74. Litter Pre-Rig 1 120. Litter Cover (if not in use) 1

18. HalliganTool 1 75. Load Release 2 121. Portable Pump Serial #
OES #
1 19. Hose, 4” x 16’ Soft Suction 1 76. Multi-point Collection Plate 2

20. Jack, 8-ton Hydraulic w/Handle 2 77. Prusik Loop 6pr

21. McLeod/Thau Claw 2 78. Pulley, Rescue, Prusik Minding 3 122. Rope, ½” X 150’, Utility in bag 2

22. Picket, Steel, 1” x 4’ 6 79. Rope, Logbook 2 123. Strainer, Self – Leveling Floating 1 ½” 1

23. Pulaski 1 80. Rope, Kernmantle, ½” x 150” 2 124. Strainer, Suction, 1 ½” 1

24. Triangle Reflector Set 1 81. Webbing Kit (See “Tool Info Sheet”) 1

25. Shovel, Round Point, Long Handle 1 Driver’s Side, Rear Compartment Passenger Side, Compartment Above Rear Tires

26. Shovel, Square Point, Long Handle 1 82. Can, Fuel (for generator) 1 125. Chainsaw Kit (See “Tool Info Sheet”) 1

27. Strainer, 6” Suction 1 83. Generator
Serial #
OES #
1 126. Chainsaw CHAPS 36” 1

28. Wrench, Hose Spanner (1 ½” to 2 ½”) 4 127. Chainsaw w/24” Bar Serial #
OES#
1 29. Wrench, Adjustable Hydrant 2

30. Shovel, Scoop w/(D)Handle 1 84. Hose Roller 1
Engineer’s Compartment Rear Compartment, Upper Top Left Side 128. 1 Gallon Chain Oil 1

31. Adapter, 6” x 2 ½”, DF, Hydrant 1 85. Hose, Hard Suction, 6” x 10’ 2 Passenger Side, Compartment Ahead Rear Tires

32. Adapter, 6” x 4”, DF, Hydrant 1 Rear Compartment, Upper 129. Fire Extinguisher (Class A Water) 1

33. Adapter, 6” x 4 ½”, DF, Hydrant 1 86. Ladder, 10’ Attic 1 130. Collapsible, Traffic Cones 5

34. Adapter, 4 ½” NH F (Rocker Lug) x 4” NH 1 87. Ladder, 14’ Roof 1 131. Light flashing Cones (Amber) 5

35. Adapter, 4” NH F (Rocker Lug) x 4” NH DF w/swivel 1 88. Ladder, 24’ Extension 1 132. Mount, Ground Deluge 1

36. Adapter, DM, 4” NH M x 4” NH M 1 89. Pike Pole, 6’ 1 133. Salvage Covers, Canvas 2

37. 4”NH(HydrantCap w/ cable) 1 90. Pike Pole, 8’ 1 Note any equipment damage below:

38. 4” NH F (Rocker Lug Cap w/ No Chain) 1 91. Interface Hose Bars 2

39. Adapter, 1” NPSH F x 1” NH M 1 Rear Compartment, Lower

40. Adapter, 1” NH F x 1” NPSH M 1 92. Belt, Carpenter 3

41. Air Hose w/nozzle 1 93. Blade, Hacksaw, Carbide 12 NOTE: CELL SHADING INDICATES US&R INVENTORY

42. Couple, 2 ½” Double Female 2 94. Chisel, 1” x 7 7/8” 2 “Tool Info Sheet” can be found in OES Yellow Binder Docusign Envelope ID: 0C588C7F-8063-460E-AFF9-27FA8A81EA3A In Process
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State of California
GOVERNOR’S OFFICE OF EMERGENCY SERVICES
Fire and Rescue Division
A-1 4/2012
Agreement for Temporary Transfer of Vehicular Equipment ACCOUNTABLE PROPERTY & EQUIPMENT #ISSUED # RCVD # SHORT ACCOUNTABLE PROPERTY & EQUIPMENT #ISSUED # RCVD # SHORT ACCOUNTABLE PROPERTY & EQUIPMENT # ISSUED #RCVD # SHORT Hosebed & Reel Line Area Recap all Cal OES Owned Special Equipment Carried Note any equipment damage below:
134. Cribbing & Wedge Kit (See “Tool Info Sheet”) 2
135. Hose, 1” NPSH x 100’ Wildland 8
136. Hose, 1 ½” NH x 100’ Wildland 10
137. Hose, 1 ½” x 50’ Structural 12
138. Hose, 3” NH x 50’ Structural 12
139. Hose, 4x 100’ Structural 10
140. Hose, Booster, 1” x 100’ 2
141. Litter, Stokes Basket 1
142. Backboard 1
143. Stream Straightener 1
144. Nozzles, Deluge (1 3/8”- 1 ½” – 1 ¾” – 2”) 1
145. Nozzle, Deluge, Combo, 500 – 1250GPM 1
Apparatus Exterior
146. Cap, 2 ½” Discharge 4
147. Cap, 4” Discharge 1
148. Chock Block 2
149. Hose, 3” x 12’ Soft x Suction 2
150. Plug, 2 ½” Suction 2
151. Intake Ball Valve 6” NH F x 6” NH M 2
Front Bumper
152. Hose, 1 ½” x 35’ Truck Protection 1
153. Nozzle, 1 ½”, Combo (Wildland) 1
Note any equipment damage below:

NOTE: CELL SHADING INDICATES US&R INVENTORY
“Tool Info Sheet” can be found in OES Yellow Binder
Docusign Envelope ID: 0C588C7F-8063-460E-AFF9-27FA8A81EA3A In Process
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- 647 -
State of California
GOVERNOR’S OFFICE OF EMERGENCY SERVICES
Fire and Rescue Division
B-1 4/2012
Agreement for Temporary Transfer of Vehicular Equipment EXHIBIT “B”

TEMPORARY CAL OES APPARATUS ASSIGNMENT RECORD
NO. A R T I C L E CAL OES
DECAL

QUANTITY

1. 1,500 gpm Triple Combination Fire Engine, complete
with equipment per attached Exhibit "A" of Agreement for Temporary Transfer of Vehicular Equipment.

Cal OES 1

2. License No: 1682385

3. VIN No: 44KFT428XRWZ24008

4. Engine No: 4118

5. Proof of Insurance:

6. Inventory Completed:

7. 8.

9. 10.

11. REASON FOR TEMPORARY TRANSFER: New Assignee
SIGNATURES:

Date

PERMANENT ASSIGNEE
Date

TEMPORARY ASSIGNEE
Docusign Envelope ID: 0C588C7F-8063-460E-AFF9-27FA8A81EA3A In Process
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- 648 -
State of California
GOVERNOR’S OFFICE OF EMERGENCY SERVICES
Fire and Rescue Division
C-1 4/2012
Agreement for Temporary Transfer of Vehicular Equipment EXHIBIT “C”

INSURANCE REQUIREMENTS
Part of the Agreement through which the State makes a temporary transfer of vehicular equipment is the Agreement on the part of the ASSIGNEE to furnish certain evidence of insurance. Your organization, as an ASSIGNEE of equipment, will want to be mindful of these requirements and assure they are complied with. If self-insured, in lieu of a certificate of insurance, a written statement of self-insurance shall be furnished on official letterhead and agreeing to hold Cal OES harmless from any personal injury or property damage claims arising out of the maintenance, use or operation of the Apparatus.

Liability Insurance
A certificate of insurance shall be furnished to the State providing minimum limits of insurance as follows:

BODILY INJURY and PROPERTY DAMAGE LIABILITY $1,000,000.00 PER OCCURENCE A certificate of insurance will have the following provisions included:

1. The State of California shall be named Additional Insured.

2. The insurance company shall agree that in the event of cancellation, 15 days prior written notice will be given to the State.

3. The State shall not be responsible for premium or assessments.

4. Certificate of Insurance must include the description of the Apparatus including identification number, State license number and Cal OES unit number.

Physical Damage Insurance
The transfer agreements place certain responsibilities upon your organization for the safekeeping of the vehicle and equipment. The State will look to your organization for reimbursement for repair or replacement cost in the event the vehicle or equipment is damaged by misuse or negligence or by other causes, except normal wear and tear, acts of God and conditions over which your organization has no control.

Description of Apparatus

VEHICLE VALUE
2024 HME Type 1 Engine $514,440.75
License Number: 1682385
VIN Number: 44KFT428XRWZ24008
Engine Number: 4118

EQUIPMENT
Hose and Appliances $155,425.58
Docusign Envelope ID: 0C588C7F-8063-460E-AFF9-27FA8A81EA3A In Process
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Certificate Of Completion
Envelope Id: 0C588C7F8063460EAFF927FA8A81EA3A Status: Sent Subject: Complete with Docusign: 4118 Modesto FD_Type I Agreement _06-27-24.pdf Source Envelope:

Document Pages: 12 Signatures: 2 Envelope Originator:

Certificate Pages: 5 Initials: 0 Mitch Higgins
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-08:00) Pacific Time (US & Canada)
3650 Schriever Ave
Mather, CA 95630
[email protected]
IP Address: 12.198.223.202
Record Tracking
Status: Original
7/2/2024 6:38:34 AM
Holder: Mitch Higgins
[email protected]
Location: DocuSign
Security Appliance Status: Connected Pool: StateLocal
Storage Appliance Status: Connected Pool: California Governor's Office of Emergency Services
Location: DocuSign
Signer Events Signature Timestamp
Brian Marshall
[email protected]
Fire and Rescue Chief
Security Level: Email, Account Authentication
(None) Signature Adoption: Pre-selected Style
Using IP Address: 63.193.207.1
Sent: 7/2/2024 6:41:09 AM
Viewed: 7/2/2024 9:58:04 AM
Signed: 7/2/2024 9:58:12 AM
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
Kevin Wise
[email protected]
Security Level: Email, Account Authentication
(None)
Sent: 7/2/2024 9:58:14 AM
Viewed: 7/10/2024 4:59:23 AM
Electronic Record and Signature Disclosure:

Accepted: 7/10/2024 4:59:23 AM
ID: 8fa93693-7528-4e19-8e6c-2292e7c9bb4c
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Mitch Higgins
[email protected]
Deputy Chief / Fleet
California Governor's Office of Emergency Services
Security Level: Email, Account Authentication
(None)
Electronic Record and Signature Disclosure:

Not Offered via DocuSign
In Process
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Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 7/2/2024 6:41:09 AM
Certified Delivered Security Checked 7/10/2024 4:59:23 AM Payment Events Status Timestamps
Electronic Record and Signature Disclosure
In Process
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ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, Carahsoft OBO California Governor's Office of Emergency Services (we, us or Company) may be required by law to provide to you certain written notices or disclosures.

Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system.

Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a $0.00 per-page fee. You may request delivery of such paper copies from us by following the procedure described below.

Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future notices and disclosure in paper format and withdraw your consent to receive notices and disclosures electronically is described below.

Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures. Further, you will no longer be able to use the DocuSign system to receive required notices and consents electronically from us or to sign electronically documents from us.

All notices and disclosures will be sent to you electronically Electronic Record and Signature Disclosure created on: 3/23/2020 10:41:55 AM Parties agreed to: Kevin Wise
In Process
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Unless you tell us otherwise in accordance with the procedures described herein, we will provide electronically to you through the DocuSign system all required notices, disclosures, authorizations, acknowledgements, and other documents that are required to be provided or made available to you during the course of our relationship with you. To reduce the chance of you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required notices and disclosures to you by the same method and to the same address that you have given us. Thus, you can receive all the disclosures and notices electronically or in paper format through the paper mail delivery system. If you do not agree with this process, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us.

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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

September 10, 2024
Date: August 16, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jeremy Rogers, Director of Parks, Recreation and Neighborhoods SUBJECT: First Amendment to the Sutter Avenue Wastewater Treatment Facility New Cingular Wireless, PCS, LLC, Cell Tower Site Lease Agreement CONTACT: Nathan Houx, Parks Planning and Development Manager, [email protected], 209-571-5526
DESCRIPTION:

Consider approving a First Amendment to the Cell Tower Site Lease Agreement at the Sutter Avenue Wastewater Treatment Facility with New Cingular Wireless, PCS, LLC, to increase the lease area by an additional 150 square feet and to extend the maximum term of the Agreement through June 24, 2043. (Funding Source: Cell Tower Facility Rental Revenue) STRATEGIC PLAN ELEMENT:

This item is consistent with the following 2020-2025 Strategic Plan Areas of Focus: Quality of Life and Governance and Service Delivery.

BACKGROUND:

The City of Modesto partners with various cellular communication service providers by leasing city property for the placement and use of cell towers. These partnerships are a benefit to the residents of the City of Modesto by improving cellular service coverage throughout Modesto, improving coverage for the Federal Communications Commission mandated E9111 Services, and providing annual revenue to the City of Modesto.

On June 25, 2013, by Resolution No. 2013-235, Council approved a five (5)-year lease agreement with New Cingular Wireless, PCS, LLC, for approximately 844 square feet of ground space at the Sutter Avenue Wastewater Treatment Facility for the construction of the communication facilities. This agreement included three (3) extensions of five (5) years each, expiring June 24, 2033.
1 According to the Federal Communications Commission, “The FCC also requires wireless telephone carriers to provide 911 and E911 capability, where a Public Safety Answering Point (PSAP) requests it. Once it is implemented fully, wireless E911 will provide an accurate location for 911 calls from wireless phones.” - https://www.fcc.gov/general/9-1-1-and-e9-1-1-services
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City Council, September 10, 2024
First Amendment to the Sutter Avenue Wastewater Treatment Facility New Cingular Wireless, PCS, LLC, Cell Tower Site Lease Agreement

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Modesto City CouncilSeptember 10, 2024

Modesto City Council
September 10, 2024