Agenda packet — Finance Committee, September 23, 2024 (part 1 of 3)

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www.modestogov.com
AGENDA
City of Modesto

FINANCE COMMITTEE

COUNCIL WORKSHOP
2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Monday, September 23, 2024 at 4:00 PM
Roll Call: Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
Alternates: Eric Alvarez, Jeremiah Williams, Chris Ricci, Sue Zwahlen Council has not delegated directive or final approval authority to the Committees.

Committee actions are recommendations to the full City Council, not final decisions on an issue. * Public Comment will only be in-person. Members of the public who wish to address the Committee, by providing public comment, during the meeting must do so in-person in the 2001-40 Del Puerto Room. As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation. *Members of the public will be allowed to provide public comment through Zoom if a Committee Member is participating remotely pursuant to the provisions of Assembly Bill 2449. *Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Committee meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below, and the meeting is physically open to the public.
“Wordly” can translate into 25+ different languages! To access written translation during the meeting, please scan the QR Code or click this link https://attend.wordly.ai/join/RJDY-6364.
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"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.

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PUBLIC COMMENTS IN PERSON
Three-minute time limit per speaker.

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

SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee - 2 -
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Members and placed in the record but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.

This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com.

Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website www.modestogov.com/councilmeetings In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting
Any and all of the following agenda items are subject to action by the Modesto City Council.

CONSENT ITEMS – ROLL CALL VOTE REQUIRED:

Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.

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

Consent

1. Consider the recommended budget adjustments to Fiscal Year 2023-24 and 2024-25 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion recommending the budget adjustments to Fiscal Year 2023-24 and 2024-25 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval.

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

2. Consider the Amendments for Bottled Water Delivery Services for Citywide locations to Blue Triton Brands doing business as (dba) ReadyRefresh Livermore, CA and DS Services of America Inc. dba Primo Water North America, Manteca, CA increasing the Agreement amount by $95,000 over the term of the agreement and forwarding to Council for approval. (Funding Source: Building Services, Compost, Surface Transportation, General Fund, Forestry, Parking, Solid Waste, Wastewater and Water Funds)
 Motion recommending the Amendments with ReadyRefresh Livermore, CA and DS Services of America Inc. DBA Primo Water North America, Manteca, CA, for Bottled Water Delivery Services for Citywide locations increasing the Agreement amount by $35,000 for the first year estimated amount for a new revised first year estimated amount of $235,000; and increasing the Agreement amount by $15,000 for the annual estimated amounts for a revised annual estimated amount of $115,000 and increasing the Agreement amount by $95,000 for the total combined revised total amount of $695,000 for the term of the agreement and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

3. Consider the Fifth Amendment with MuniServices, LLC, Fresno, CA, for Tax Audits, Analysis and Reporting Services increasing the Agreement amount by $250,000 and forwarding to Council for approval. (Funding Source: General Fund)  Motion recommending the First Amendment with MuniServices, LLC, Fresno, CA, for the Tax Audits, Analysis and Reporting Services increasing the Agreement amount by $250,000 to a new total amount of $850,000; and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent

4. Consider an Engineering Services Agreement with West Yost Associates, Sacramento, CA, for the 2025 Water System Risk and Resiliency Assessment and Emergency Response Plan updates for a total amount not to exceed $146,225 and forwarding to Council for approval. (Funding Source: Water Fund)
 Motion recommending an Engineering Services Agreement with West Yost Associates, of Sacramento, CA for the 2025 Water System Risk and Resiliency Assessment and the Emergency Response Plan updates, in the amount of $132,932, plus $13,293 in additional services, if needed, for a total amount not to exceed $146,225; and forwarding to Council for approval.  Motion recommending an amendment to the Fiscal Year 2024-25 Multi-Year Program Budget in the amount of $161,000 from Water Fund Reserves to fund the 2025 Water System Risk and Resiliency Assessment and Emergency Response Plan updates and forwarding to Council for approval.

UTILITIES; Miguel Alvarez, 209-577-5348, [email protected] Consent
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5. Consider an Engineering Services Agreement with Woodard and Curran, of Sacramento, CA, for the River Trunk, South Trunk, and Santa Rosa Phase II Sewer Trunk Rehabilitation Project, in an amount not to exceed $811,646 and forwarding to Council for approval. (Funding Source: Wastewater Fund)  Motion recommending an Engineering Services Agreement with Woodard and Curran, of Sacramento, CA, for the River Trunk, South Trunk, and Santa Rosa Phase II Sewer Trunk Rehabilitation Project in the amount of $737,860, plus $73,786 in additional services, if needed, for a total amount not to exceed $811,646; and forwarding to Council for approval.
 Motion recommending an amendment to the Fiscal Year 2024-25 Multi-Year Program Budget in the amount of $9,090,315 from Wastewater Reserves to fund the River Trunk, South Trunk, and Santa Rosa Phase II Sewer Trunk Rehabilitation Project and forwarding to Council for approval.

UTILITIES; Cristian Ciotau, 209-571-5175, [email protected]

NEW BUSINESS

6. Consider the Agreement for Tax Audits, Analysis and Reporting Services to Hinderliter, De Llamas and Associates (HDL) Companies, Brea, CA for a total amount not to exceed $1,200,000 over five years and forwarding to Council for approval. (Funding Source: General Fund and Measure H)
 Motion recommending the Award of Proposal and Agreement for Tax Audits, Analysis and Reporting Services to HDL Companies, Brea, CA for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount of $240,000 and a total amount not to exceed $1,200,000 over five years; and forwarding to Council for approval.

FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected]

ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 23, 2024
Date: September 10, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
FROM: Joseph P. Lopez, City Manager
SUBJECT: Monthly Budget Adjustment Report – September 2024 CONTACT: Steve Christensen, Interim Office of Performance Management and Budget Director, [email protected] 209-577-5390
DESCRIPTION:

Consider the recommended budget adjustments to Fiscal Year 2023-24 and 2024-25 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

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

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

Also included in this report as an attachment (Exhibit B) is a summary of the budget adjustments approved by the City Manager and/or Budget Manager and Office of Performance Management and Budget Director consistent with the authority levels that were approved by Council with the passing of the Fiscal Year 2023-24 Operating Budget via Resolution No. 2023- 267 and the Fiscal Year 2024-25 Operating Budget via Resolution No. 2024-191. #1..
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Monthly Budget Adjustment Report – September 2024

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DISCUSSION:

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

FISCAL IMPACT:

The fiscal impact of each item is noted in the attachments to this report. The adjustments are for Fiscal Year 2023-24 and Fiscal Year 2024-25.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the budget adjustments to Fiscal Year 2023-24 and 2024-25 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval.

Approved by:

Joseph P. Lopez, City Manager
Attachments:

1. Exhibit A – Budget Adjustments Requiring Council Approval

2. Exhibit B – Staff Approved Budget Adjustments
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Monthly Budget Adjustment Report

EXHIBIT A
FISCAL YEAR 2023-24

FINANCE DEPARTMENT-AMERICAN RESCUE PLAN ACT
 A budget adjustment in the amount of $2,694,652 is necessary to establish a transfer out from Fund 1390 (American Rescue Grants Fund (ARPA)) to Fund 0100 (General Fund) to account for the cumulative interest earnings in Fund 1390. The ARPA guidelines state that the interest earned on funds does not need to be kept within the fund or solely spent on ARPA eligible projects. Therefore, the interest earned will be transferred to the General Fund for use there on an annual basis.

UTILITIES
 A budget adjustment is necessary in the amount of $340,702 to increase the transfer to the Water Grants Fund (4140) for Project 101112 – Prop 1 Nitrate/Arsenic/Uranium from the Water Fund (4100). Additionally, the grant funding for the project needs to be reduced by the same amount. The transfer will cover discretionary expenditures on the project and the project will be closed.
 A budget adjustment in the amount of $176,414 is necessary to increase the transfer from the Water Fund (4100) to the Water 2008 Water Refunding Revenue COP (Certificate of Participation) 2008 Series Fund (4130) to fund the increase in the annual debt service. The increase in cost is due to the variable rate debt which was higher than previously expected and due to an increase in the amount held at the debt reserve account which reduced the cash on hand.

MEASURE H
 A budget adjustment in the amount of $214,000 is necessary in the Fiscal Year 2023-24 Measure H spending plan to re-appropriate salary savings in the year for the additional pruning crew to the outside contractor – tree services as additional funding was needed for tree removal and stump grinding services in the year. There are sufficient funds available due to vacancies during the year to re-appropriate funds and the overall Measure H spending plan allocation is not changing.

FISCAL YEAR 2024-25

ENGINEERING SERVICES DEPARTMENT-MEASURE L
 A budget adjustment is necessary to allocate higher than anticipated revenue to various Measure L projects. The total amount of the adjustment is $5,703,747 Each project will have an increase in the transfer out from Fund 1410 – Measure L Local Road Tax (if applicable) to the project and an increase to the projects discretionary expense accounts. This was approved by the Citizen’s Transportation Sales Tax Commission on September 5, 2024. Below is the adjustment to each project. #1..
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Monthly Budget Adjustment Report

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Project
Number
Project Name Amount for
Adjustment
Local Streets and Roads Category
101169 Scenic Drive Pavement Rehab Phase 2 $2,000,000
101392 Orangeburg Pavement Rehab Phase 2 $1,000,000
New Project Kansas Avenue Pavement Rehab $2,000,000
New Project Urban Pavement Preservation Project $250,000 Traffic Management Category
101318 Fiber Drop Downtown (G&H) $1,078,747
101316 Install Adaptive Traffic Control Software ($350,000) 101496 Upgrade Traffic Signals 2023 – 3 Locations ($275,00) Total Increase to Projects $5,703,747
Total Transfer Out from Fund 1410 $5,703,747
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Approved
by CM,
BM or DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-191 DD 0100 General Fund 31010 - PRN Administration Budget Only - Salary Increase Exp $ 38,363 $ 22,200 $ 60,563 AT-191 DD 0100 General Fund 31010 - PRN Administration Budget Only - Benefit Increase Exp $ 16,441 $ 14,800 $ 31,241 AT-191 DD 0100 General Fund 31010 - PRN Administration Professional Services Exp $ 68,448 $ 20,000 $ 88,448 AT-191 DD 0100 General Fund 33050 - PRN After School Programs Salaries & Wages - Part-Time Exp $ 1,100,234 $ (57,000) $ 1,043,234 AT-197 DD 0100 General Fund FIN - Accounting Budget Only - Salary Adjustment - Decrease Exp $ - $ (28,000) $ (28,000) AT-197 DD 0100 General Fund FIN - Accounting Budget Only - Benefit Adjustment - Decrease Exp $ - $ (12,000) $ (12,000) AT-197 DD 0100 General Fund FIN - Accounting Professional Services Exp $ 81,635 $ 40,000 $ 121,635 AT-203 DD 0100 General Fund 19320 - MPD-Field Operations Various Exp $ - $ (2,325,800) $ (2,325,800) AT-203 DD 0100 General Fund Various Various Exp $ - $ 2,325,800 $ 2,325,800 AT-216 BM 0100 General Fund 70100 - General Fund - Transfer Out 71190 - Transfer Out to Fund 1190 TO $ - $ 4,417 $ 4,417 A budget adjustment is necessary to create a transfer out from the General Fund (Fund 0100) to the Grants – HUD Section 108 Loan (Fund 1190) in the amount of $4,417 in Fiscal Year 2023-24. This transfer is needed as there was a Fair Market Value (FMV) reallocation that was processed which was carried over from the old financial system AFIN and was attributed to the General Fund allocation not Fund 1190. This transfer out from the General Fund will remedy the costs housed in the HUD Fund which are currently shown as a negative fund balance.

Total Changes for Fund 0100 $ 1,305,121 $ 4,417 $ 1,309,538 AT-185 BM 1170 HOME Fund 101387 42030 - HUD Revenue Rev $ 1,013,807 $ 11,365 $ 1,025,172 AT-185 BM 1170 HOME Fund 101387 1467 Admin FY23 Exp $ 101,381 $ 11,365 $ 112,746 Total Changes for Fund 1170 $ 1,115,188 $ 22,730 $ 1,137,918 AT-189 BM 1180 ESG Fund 101409 - ESG FY 2022-23 Allocation 42030 - HUD Revenue - Activity 01478 Rev $ 45,000 $ 501 $ 45,501 AT-189 BM 1180 ESG Fund 101409 - ESG FY 2022-23 Allocation 42030 - HUD Revenue - Activity 01480 Rev $ 24,391 $ 1,807 $ 26,198 AT-189 BM 1180 ESG Fund 101409 - ESG FY 2022-23 Allocation 42030 - HUD Revenue - Activity 01481 Rev $ 1,886 $ (1,886) $ - AT-189 BM 1180 ESG Fund 101409 - ESG FY 2022-23 Allocation 42030 - HUD Revenue - Activity 01482 Rev $ 30,129 $ (421) $ 29,708 AT-189 BM 1180 ESG Fund 101409 - ESG FY 2022-23 Allocation Svcs City Forces-Interfund Exp $ 4,500 $ 1 $ 4,501 AT-189 BM 1180 ESG Fund 101409 - ESG FY 2022-23 Allocation Direct Grants Exp $ 18,870 $ 423 $ 19,293 AT-189 BM 1180 ESG Fund 101409 - ESG FY 2022-23 Allocation Direct Grants Exp $ 30,412 $ (704) $ 29,708 AT-194 BM 1180 ESG Fund 101409 - ESG FY 2022-23 Allocation Svcs City Forces-Interfund Exp $ 4,501 $ 499 $ 5,000 A budget adjustment is needed to amend the budget for activity 1478 on the ESG FY22/23 allocation project which will fully utilize the grant funding allocated.

Total Changes for Fund 1180 $ 159,689 $ 220 $ 159,909
AT-216 BM 1190 Grants - HUD Section 108 Loan 61190 - Transfer In Fund 1190 60100 - Transfer In from Fund 0100 TI $ - $ 4,417 $ 4,417 A budget adjustment is necessary to create a transfer out from the General Fund (Fund 0100) to the Grants – HUD Section 108 Loan (Fund 1190) in the amount of $4,417 in Fiscal Year 2023-24. This transfer is needed as there was a Fair Market Value (FMV) reallocation that was processed which was carried over from the old financial system AFIN and was attributed to the General Fund allocation not Fund 1190. This transfer out from the General Fund will remedy the costs housed in the HUD Fund which are currently shown as a negative fund balance.

Total Changes for Fund 1190 $ - $ 4,417 $ 4,417
AT-217 BM 1200 Downtown Improvement District CED - Downtown Improvement District Business License Tax - Mill Tax DID Rev $ 209,000 $ 237 $ 209,237 AT-217 BM 1200 Downtown Improvement District CED - Downtown Improvement District Intergovernmental Services - Other Exp $ 202,608 $ 237 $ 202,845 Total Changes for Fund 1200 $ 411,608 $ 474 $ 412,082
AT-201 BM 1380 Non-Capital Parks Fund 101229 - Ryan's Fountain Appr Unit C Exp $ 26,221 $ (16,221) $ 10,000 AT-201 BM 1380 Non-Capital Parks Fund 101229 - Ryan's Fountain Appr Unit C - 10385 Exp $ - $ 16,221 $ 16,221 Total Changes for Fund 1380 $ 26,221 $ - $ 26,221
A budget adjustment in the amount of $11,365 is needed to account for program income related to HOME 2022-2023 Planning and Administration in order to match the actual HOME grant funds total of $112,746.

A budget adjustment is necessary to reallocate Salary Savings in the PRN-After School Programs cost center to the PRN - Administration cost center to cover under budgeted Discretionary and Salary expenses. There is no effect on the overall General Fund budget.

A budget adjustment of $40,000 is necessary to move salary savings to Professional Services for underbudgeted invoices related to audit services of the City of Modesto's governmental business-type activities and preparation of the City of Modesto's Annual Comprehensive Financial Report for the year ended June 30, 2024. These services are provided by Vasquez Company LLP.

A budget adjustment is needed on the ESG FY23 allocation project to align the expenditures with HUD grant activities and also align the revenue activity as drawn down
A budget adjustment is necessary to reallocate $16,221 to task Appr. Unit C - 10385 which will be reimbursed by the Stanislaus Community Foundation. There will be no effect on the overall project budget.

A budget adjustment is necessary to reallocate Salary Savings in the MPD-Field Operations cost centers to multiple MPD Cost Center to cover under budgeted Discretionary and Salary expense. There is no effect on the overall General Fund budget.

A budget adjustment is necessary to recognize the additional revenue received in FY23- 24 for Business License Tax - Mill Tax DID and increase expenses in a like amount in Intergovernmental Services - Other expense account.
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Approved
by CM,
BM or DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-190 BM 1420 Measure L/SB1 MOE 71420 - Transfer Out Fund 1420 Transfer out to Fund 1700 TO $ 1,144,825 $ 24,741 $ 1,169,566 A budget adjustment is necessary to increase the transfer out from the SB1/Measure L MOE Fund to Surface Transportation Fund for FY 23/24 operating expenses. This was approved by Council on 7/9/2024 per resolution 2024-252. However, the amount on the Council item was slightly lower than the final year-end transfer amount for expenses.

The increase is needed to satisfy the MOE requirement for Measure L and SB 1 funding.

Total Changes for Fund 1420 $ 1,144,825 $ 24,741 $ 1,169,566 AT-190 BM 1700 Surface Transportation Fund 53130 - PW-Streets Maintenance Transfer In from Fund 1420 TI $ 1,144,825 $ 24,741 $ 1,169,566 A budget adjustment is necessary to increase the transfer out from the SB1/Measure L MOE Fund to Surface Transportation Fund for FY 23/24 operating expenses. This was approved by Council on 7/9/2024 per resolution 2024-252. However, the amount on the Council item was slightly lower than the final year-end transfer amount for expenses.

The increase is needed to satisfy the MOE requirement for Measure L and SB 1 funding.

Total Changes for Fund 1700 $ 1,144,825 $ 24,741 $ 1,169,566 AT-186 BM 1840 Economic Vitality - RLF 101614 - RLF ARPA Program Income 48002 - Direct Loan Principal Rev $ - $ 1,000 $ 1,000 AT-186 BM 1840 Economic Vitality - RLF 101614 - RLF ARPA Program Income Appr Unit C - CRF Fees Exp $ - $ 1,000 $ 1,000 Total Changes for Fund 1840 $ - $ 2,000 $ 2,000
AT-211 CM 3200 Village One CFD Fund CED - Village One CFD Annexation, Formation and A...

Special Assessments - Annual Maintenance
Tax Rev $ 1,200,000 $ 34,000 $ 1,234,000
AT-211 CM 3200 Village One CFD Fund CED - Village One CFD Annexation, Formation and A...

Repair and Maintenance Services -
Landscape Exp $ 348,363 $ 34,000 $ 382,363
Total Changes for Fund 3200 $ 1,548,363 $ 68,000 $ 1,616,363 AT-212 BM 3216 Woodglen 2018-1 CFD Fund CED - Woodglen CFD Annexation Formation and An…
Special Assessments - Annual Maintenance
Tax Rev $ 70,000 $ 5,000 $ 75,000
AT-212 BM 3216 Woodglen 2018-1 CFD Fund CED - Woodglen CFD Annexation Formation and An…
Repair and Maintenance Services -
Landscape Exp $ 34,000 $ 5,000 $ 39,000
Total Changes for Fund 3216 $ 104,000 $ 10,000 $ 114,000 AT-213 BM 3290 Village One #2 CFD Fund CED - Village One #2 CFD Annexation, Formation an…
Special Assessments - Annual Maintenance
Tax Rev $ 1,200,000 $ 25,000 $ 1,225,000
AT-213 BM 3290 Village One #2 CFD Fund CED - Village One #2 CFD Annexation, Formation an…
Repair and Maintenance Services -
Landscape Exp $ 348,361 $ 25,000 $ 373,361
Total Changes for Fund 3290 $ 1,548,361 $ 50,000 $ 1,598,361 AT-198 BM 4100 Water Fund 12475 - FIN - Utility Assistance Programs ISF - Cost Allocation Exp $ 18,482 $ (18,482) $ - AT-198 BM 4100 Water Fund 41010 - UTL - Administration ISF - Cost Allocation Exp $ 71,981 $ 18,482 $ 90,463 Total Changes for Fund 4100 $ 90,463 $ - $ 90,463
AT-196 DD 4210 Sewer Fund 44010 - Wastewater Services
Administration
Repair and Maintenance Services-Real
Property Exp $ 250,000 $ (2,000) $ 248,000
AT-196 DD 4210 Sewer Fund 44010 - Wastewater Services
Administration Budget Only - Salary Increase Exp $ - $ 1,200 $ 1,200 AT-196 DD 4210 Sewer Fund 44010 - Wastewater Services
Administration Budget Only - Benefit Increase Exp $ - $ 800 $ 800 Total Changes for Fund 4210 $ 250,000 $ - $ 250,000
AT-184 CM 4600 Golf Fund 34170 - PRN Golf General Repair & Main - Vandalism Exp $ 13,000 $ 30,000 $ 43,000 A budget adjustment is needed to increase the Golf Fund for unexpected Vandalism expenses during the fiscal year. This adjustment will allow the Fund to absorb these expenses and regular expenses without it going over budget. The increase in discretionary budget will be covered by the General Fund Golf Subsidy in FY 2023- 2024.

AT-200 DD 4600 Golf Fund 34170 - Golf General Repair and Maintenance - Real Property Exp $ 6,999 $ 8,000 $ 14,999 A budget adjustment is necessary in the PRN-Golf General cost center 34170 for under budgeted discretionary expenses. The excess expenses will by covered by fund reserves.

Total Changes for Fund 4600 $ 19,999 $ 38,000 $ 57,999
AT-192 DD 4700 Community Center Operations
Fund
34210 - PRN Cultural Services
Administration Repair and Maintenance Services Exp $ 247,883 $ (29,000) $ 218,883 AT-192 DD 4700 Community Center Operations
Fund 34200 - PRN Technical Services Budget Only - Salary Increase Exp $ 20,812 $ 15,000 $ 35,812 AT-192 DD 4700 Community Center Operations
Fund 34200 - PRN Technical Services Budget Only - Benefit Increase Exp $ 8,919 $ 10,000 $ 18,919 AT-192 DD 4700 Community Center Operations
Fund
34210 - PRN Cultural Services
Administration Budget Only - Salary Increase Exp $ 3,022 $ 2,400 $ 5,422 AT-192 DD 4700 Community Center Operations
Fund
34210 - PRN Cultural Services
Administration Budget Only - Benefit Increase Exp $ 1,295 $ 1,600 $ 2,895 Total Changes for Fund 4700 $ 281,931 $ - $ 281,931
A budget adjustment in the amount of $1,000 is needed for loan repayments and loan servicing fees on the RLF program in project 101614.

A budget adjustment is necessary to reallocate savings in Appr. Unit C discretionary budget to Appr. Unit A to cover expenses related to employee salary and benefits. The overall cost center budget is unchanging.

A budget adjustment is necessary to reallocate Discretionary Savings in the PRNCultural Services Administration cost center to PRN-Cultural Services Administration and PRN- Technical Services cost centers to cover under budget Salary expenses.

There is no effect overall in the Community Center Operations Fund budget.

A budget adjustment is necessary to reallocate budget from the FIN - Utility Assistance Program to the UTL - Administration cost center. This cost center should only house the expenses related to the assistance program. The cost allocation should be applied to Administration for the overall oversight of funds including the assistance program.

A budget adjustment is necessary to recognize the additional revenue received in FY23- 24 for special assessments and allocate it to repair and maintenance services.

A budget adjustment is necessary to recognize the additional revenue received in FY23- 24 for special assessments and allocate it to repair and maintenance services. #1..
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Department Director/Budget Manager/City Manager Approved Budget Adjustments EXHIBIT B For FY2023/24
AT #
Approved
by CM,
BM or DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-210 BM 4892 Green Waste Fund 101440 - Urban Forestry Grant (Cal Fire) 71341 - Transfer Out to Fund 1341 TO $ - $ 97,556 $ 97,556 A budget adjustment is necessary to re-establish the transfer out from the Green Waste Fund to Grant Project 101440 - Cal Fire Urban Forestry Grant to satisfy the Grant's match requirement. The transfer lapsed as part of the FY23 year-end and the remaining budgeted transfer is being re-established for this project.

Total Changes for Fund 4892 $ - $ 97,556 $ 97,556
AT-215 DD 5230 Information Technology 17710 - IT - Network/Data Center Budget Only - Salary Adjustment - Decrease Exp $ (599,113) $ (155,016) $ 218,883 AT-215 DD 5230 Information Technology 17710 - IT - Network/Data Center Budget Only - Benefit Adjustment - Decrease Exp $ (214,232) $ (70,332) $ 35,812 AT-215 DD 5230 Information Technology 17710 - IT - Network/Data Center Repair and Maintenance Services Exp $ 317,955 $ (74,652) $ 18,919 AT-215 DD 5230 Information Technology 17510 - IT - Business Apps/Development Services Professional Services Exp $ 297,110 $ 94,751 $ 5,422 AT-215 DD 5230 Information Technology 17520 - IT - ERP Maintenance Repair and Maintenance Services Exp $ 968,302 $ 205,249 $ 2,895 Total Changes for Fund 5230 $ 770,022 $ - $ 281,931
AT-195 CM 5350 Insurance - Dental Insurance Fund 17110 - HR - EB Dental Insurance Claims Payments Exp $ 1,867,309 $ 43,000 $ 1,910,309 A budget adjustment is necessary to increase the claims payments account budget in the Dental Insurance Fund. The increase in budget is related to the insurance claims based on the actuarial for the fiscal year. The increase in budget will come from Dental Insurance Fund reserves.

Total Changes for Fund 5350 $ 1,867,309 $ 43,000 $ 1,910,309 AT-208 CM 6100 Industrial Fire 80040 - Industrial Fire JPA 41162 - Property Taxes RPTTF Allocation Rev $ 160,000 $ 44,389 $ 204,389 AT-208 CM 6100 Industrial Fire 80040 - Industrial Fire JPA Intergovernmental Services - Other Exp $ 368,550 $ 24,658 $ 393,208 AT-208 CM 6100 Industrial Fire 80040 - Industrial Fire JPA Intergovernmental Services - Ceres Exp $ 294,906 $ 19,731 $ 314,637 AT-214 BM 6100 Industrial Fire 80040 - Industrial Fire JPA Interest Revenue on Bank Accounts Rev $ 2,577 $ 6,834 $ 9,411 AT-214 BM 6100 Industrial Fire 80040 - Industrial Fire JPA Intergovernmental Services - Other Exp $ 393,208 $ 3,796 $ 397,004 AT-214 BM 6100 Industrial Fire 80040 - Industrial Fire JPA Intergovernmental Services - Ceres Exp $ 314,637 $ 3,038 $ 317,675 Total Changes for Fund 6100 $ 1,533,878 $ 102,446 $ 1,636,324 AT-202 BM 6480 LMAD #1 Landscape Assessment District #1 Repair and Maintenance Services - Landscape Exp $ 11,677 $ 1,200 $ 12,877
A budget adjustment of $1,200 is necessary to increase expense budget for the Repair and Maintenance Landscaping expense account. There are sufficient fund reserves for the increase in expense budget.

Total Changes for Fund 6480 $ 11,677 $ 1,200 $ 12,877
A budget adjustment is necessary to increase the Industrial Fire JPA budget to account for the higher than expected revenue related to interest and fair market value from the 4th quarter FY23/24 allocation.

A budget adjustment is necessary to increase the Industrial Fire JPA budget to account for higher than expected property tax revenue throughout the fiscal year 2023/2024 A budget adjustment is necessary to reallocate budget within the Information Technology Fund 5230. There are salary savings and savings in Appr. Unit C that can be reallocate to the IT - Business Application/Development Services. The overage is due to the current encumbrances in the cost center. The overall budget for the fund is not changing and the adjustment is only moving remaining budget to Appropriation Unit C.
#1..
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Department Director/Director of Office Performance and Budget (OPMB)/City Manager Approved Budget AEXHIBIT B For FY2024/25
AT #
Approved
by CM,
Director
OPMB or
DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-026 BM 0180 Fire Department Unrestricted NonCap Projects 100960 - AMR/General EMS AuC - Emergency Medical Services Exp $ 775,305 $ (137,753) $ 637,552 AT-026 BM 0180 Fire Department Unrestricted NonCap Projects 100960 - AMR/General EMS AuC - Emergency Medical Services Exp $ 300,000 $ (128,967) $ 171,033 AT-026 BM 0180 Fire Department Unrestricted NonCap Projects 100960 - AMR/General EMS AuC - Emergency Medical Services Exp $ - $ 266,720 $ 266,720 Total Changes for Fund 0180 $ 1,075,305 $ - $ 1,075,305 AT-024 BM 0100 General Fund 34110 - PRN Historical Properties 51991 - Intrafund Services City Forces Exp $ (270,421) $ (16,476) $ (286,897) AT-024 BM 0100 General Fund 33030 - PRN Recreation Operations 54501 - Intrafund Services City Forces Exp $ 1,856 $ 16,476 $ 18,332 Total Changes for Fund 0100 $ (268,565) $ - $ (268,565) AT-019 CM 1300 Capital Improvement Support 13225 - ENG-Transportation Engineering and Design - PT Employees Salaries and Wages - Part-Time Exp $ - $ 40,150 $ 40,150 A budget adjustment is necessary to establish the part-time expense budget for staff in the Transportation Engineering and Design - Part-Time cost center. The budget for the revenue anticipated to be received has been budgeted via a direct charge agreement and this adjustment is establishing the expense budget for where the employee is paid from.

Total Changes for Fund 1300 $ - $ 40,150 $ 40,150
AT-018 BM 1321 PEG Funds 17425 - IT - Public Educational and Governmental (PEG) operations
57002 - Furnishing and Office Equipment >
$5,000 Exp $ 25,933 $ 1,482 $ 27,415
A budget adjustment is necessary to increase the IT - Public Educational and Government (PEG) Operations cost center (17425) operating expense budget in FY 2024-25 by $1,482. These additional funds will be used to complete the furniture purchase for new tables and chairs for the conference room located on the 2nd floor in room #2001. This capital purchase will total $27,415 and will be made using PEG Funds as the furniture will be used in a room that is primarily used for the broadcast of Council sub-committee meetings as well as a meeting space for community board meetings.

Total Changes for Fund 1321 $ 25,933 $ 1,482 $ 27,415
AT-023 CM 1341 Grant-Op Grants Reimbursed 101618 TEA31 CA Recycle - PW Rev $ - $ 26,692 $ 26,692 AT-023 CM 1341 Grant-Op Grants Reimbursed 101618 TEA31 AuC - Advertising Exp $ - $ 200 $ 200 AT-023 CM 1341 Grant-Op Grants Reimbursed 101618 TEA31 AuC - Conference Exp $ - $ 3,000 $ 3,000 AT-023 CM 1341 Grant-Op Grants Reimbursed 101618 TEA31 AuC - Professional Services Exp $ - $ 2,758 $ 2,758 AT-023 CM 1341 Grant-Op Grants Reimbursed 101618 TEA31 AuC - Svcs City Forces Exp $ - $ 20,734 $ 20,734 Total Changes for Fund 1341 $ - $ 53,384 $ 26,492
AT-020 BM 1800 Economic Development/Strategic
Plan Fund 14998 - CED - Non-Capital Projects CS - CD - Time and Materials Fee Rev $ - $ 10,000 $ 10,000 AT-020 BM 1800 Economic Development/Strategic
Plan Fund 101617 - OutFront CUP Appr Unit C - Svcs City Forces - Interfund Exp $ - $ 3,000 $ 3,000 AT-020 BM 1800 Economic Development/Strategic
Plan Fund 101617 - OutFront CUP Appr Unit C - Professional Services Exp $ - $ 7,000 $ 7,000 Total Changes for Fund 1800 $ - $ 20,000 $ 7,000
AT-025 BM 3160 Capital Grants - Streets CIP
Projects
101063 - Pelandale Ave. Interchange
Phase 2 Utility Relocation Exp $ 141,799 $ (3,200) $ 138,599 AT-025 BM 3160 Capital Grants - Streets CIP
Projects
101063 - Pelandale Ave. Interchange
Phase 2 Construction Administration Exp $ 233,039 $ (8,099) $ 224,940 AT-025 BM 3160 Capital Grants - Streets CIP
Projects
101063 - Pelandale Ave. Interchange
Phase 2 Repair and Maintenance - Real Property Exp $ - $ 3,200 $ 3,200 AT-025 BM 3160 Capital Grants - Streets CIP
Projects
101063 - Pelandale Ave. Interchange
Phase 2 Construction Administration Exp $ 41,901 $ 8,099 $ 50,000 Total Changes for Fund 3160 $ 41,901 $ - $ 53,200
AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) CS-CD-Deferral Administrative Fee Rev $ - $ 500 $ 500 AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) CS-CD-Title Report Fee Rev $ - $ 3,000 $ 3,000 AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) Office Supplies Exp $ - $ 1,525 $ 1,525
AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) Printing and Binding Exp $ - $ 100 $ 100 AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) Books and Periodicals Exp $ - $ 150 $ 150

The City of Modesto has received a grant from the State of California for the Tire Enforcement Grant. Grant funds staff time for surveillance, inspection and enforcement of waste tire generators, haulers and illegal dumping.

The City of Modesto's Forestry Division utilizes Rumble Tree, Inc. for tree stump removals. City crews removed a tree that was in conflict with the construction of this project, and Rumble Tree Inc removed the corresponding tree stump. This budget adjustment will re-allocate funds from Utility EIR-AT&T-CFF to a new Task Rumble Tree-CFF to pay the invoice for the tree stump removal for this project. Additionally, funds are being moved from the CA-CFF to CA task to track expenses that are being reimbursed by Caltrans.

A budget adjustment is necessary to establish the budget for a time and material project for the conditional use permit application submitted by OutFront Media for the construction of off premise advertising structures. The project is funded by a $10,000 time and material trust from OutFront.

A budget adjustment is necessary related to the HIST-REC DCA which was missed during the entry phase of the Budget process. This adjustment will create a net $0 impact to the General Fund and this Direct Charge Agreement between the two departments in Parks is more for tracking purposed for the programs.

A budget adjustment in the amount of $266,720 is needed to move emergency medical equipment budget from the FY2022-23 and FY2023-24 Task to the FY2024-25 Task.

These subtasks are used to track expenditure by fiscal year. #1..
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Department Director/Director of Office Performance and Budget (OPMB)/City Manager Approved Budget AEXHIBIT B For FY2024/25
AT #
Approved
by CM,
Director
OPMB or
DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) PC Software and Supplies Exp $ - $ 800 $ 800 AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) Conference Expenses Exp $ - $ 1,000 $ 1,000 AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) Training Expenses Exp $ - $ 1,000 $ 1,000 AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) Business Expenses Exp $ - $ 700 $ 700
AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) Cell Phone Utility Expenses Exp $ - $ 700 $ 700 AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) Rental of Real Property Exp $ - $ 15,000 $ 15,000 AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) Rental of Photocopy Service Supply Exp $ - $ 1,000 $ 1,000 AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) Records Services - Outside Exp $ - $ 500 $ 500 AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) Professional Services Exp $ - $ 5,000 $ 5,000 AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) Membership and Dues Exp $ - $ 125 $ 125
AT-022 CM 3220 Infrastructure Financing Program
Admin.
14160 - CED - Infrastructure Financing
Programs (IFP) Title Report Fees Exp $ - $ 3,000 $ 3,000 Total Changes for Fund 3220 $ - $ 34,100 $ 34,100
AT-021 BM 4100 Water Fund 12475 - FIN - Utility Assistance Programs ISF - Cost Allocation Exp $ 20,967 $ (20,967) $ - AT-021 BM 4100 Water Fund 41010 - UTL - Administration ISF - Cost Allocation Exp $ 77,561 $ 20,967 $ 98,528 AT-030 BM 4100 Water Fund 101452 - Water Grant Research/Writing AUC-EDA Exp $ 228,000 $ (90,000) $ 138,000 AT-030 BM 4100 Water Fund 101452 - Water Grant Research/Writing AUC-EDA Water Storage Feasibility Study Exp $ - $ 90,000 $ 90,000 Total Changes for Fund 4100 $ 228,000 $ - $ 228,000
AT-027 BM 4210 Wastewater Fund 100931 - Plant Structural CTGY-CIP Exp $ 302,004 $ (153,786) $ 148,218 AT-027 BM 4210 Wastewater Fund 100931 - Plant Structural CON Exp $ 2,516,701 $ 153,786 $ 2,670,487 Total Changes for Fund 4210 $ 2,818,705 $ - $ 2,818,705 AT-017 CM 4320 Special Aviation Fund 101613 - AIP-046, On-Call Consultant Professional Services Exp $ - $ 48,600 $ 48,600 AT-017 CM 4320 Special Aviation Fund 101613 - AIP-046, On-Call Consultant Intergov-Federal-Federal Aviation Admin Rev $ - $ 50,000 $ 50,000 AT-017 CM 4320 Special Aviation Fund 101613 - AIP-046, On-Call Consultant Transfer in from 4330 TI $ - $ 1,400 $ 1,400 Total Changes for Fund 4320 $ - $ 100,000 $ 1,400
AT-017 CM 4330 County Aircraft Tax 74330 Transfer out to 4320 TO $ - $ 1,400 $ 1,400 A budget adjustment in the amount of $50,000 to appropriate revenue, expenditures, transfer in the Special Aviation und related to Federal Aviation Administration grant 3- 06-0153-046-2024 (AIP-046)/ Total grant is $54,000 with a 10% local math. Due to the need to appropriate some funds, remaining $4,000 had been added to the August monthly
Total Changes for Fund 4330 $ - $ 1,400 $ 1,400
AT-029 DD 5230 Information Technology Fund 17510 - IT - Business Apps/Development Services Training Expenses Exp $ 24,038 $ (24,038) $ -
AT-029 DD 5230 Information Technology Fund 17610 - IT - Geographic Information Services Training Expenses Exp $ 8,000 $ (8,000) $ -
AT-029 DD 5230 Information Technology Fund 17710 - IT Network/Data Center Training Expenses Exp $ 29,012 $ (29,012) $ - AT-029 DD 5230 Information Technology Fund 17720 - IT Security Training Expenses Exp $ 10,000 $ (10,000) $ - AT-029 DD 5230 Information Technology Fund 17410 - IT Administration Training Expenses Exp $ 2,000 $ 71,050 $ 73,050 Total Changes for Fund 5230 $ 73,050 $ - $ 73,050
A budget adjustment is necessary to reallocate budget from the FIN - Utility Assistance Program to the UTL - Administration cost center. This cost center should only house the expenses related to the assistance program. The cost allocation should be applied to Administration for the overall oversight of funds including the assistance program.

A budget adjustment is necessary to increase the budget for discretionary accounts for cost center 14160 - Infrastructure Financing Program (IFP). The adjustment is also recognizing revenue anticipated in FY 24-25. In doing a review of the budget, there were some accounts that were not included as part of the adopted budget. The variance between revenue and expenses will be funded by cost recovery from DCAs, involving HUD entitlement and State grant funding, and revenue generated in 14160 for work related to various Community Facilities Districts with costs recovered through fee mechanisms of the CFDs.

A budget adjustment in the amount of $50,000 to appropriate revenue, expenditures, transfer in the Special Aviation und related to Federal Aviation Administration grant 3- 06-0153-046-2024 (AIP-046)/ Total grant is $54,000 with a 10% local math. Due to the need to appropriate some funds, remaining $4,000 had been added to the August monthly
A budget adjustment is necessary to reallocate a portion of the CTGY-CIP task to CON task in order to processing final invoices on the CON task line. There is a net zero effect on the overall budget.

A budget adjustment is necessary to move the training budget from various cost centers within Fund 5230 - Information Technology to the IT Administration cost center.

The movement is being completed so that all training expenses for the department can be tracked in one area. The overall IT Fund budget is not changing.

A budget adjustment is necessary to create a new task for tracking on the project.

Funds are being moving from the AUC-EDA task to create a new task for activity related to the Water Storage and Banking Feasibility Study. #1..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 23, 2024
Date: August 30, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Bottled Water Delivery Services Agreement Amendments CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider the Amendments for Bottled Water Delivery Services for Citywide locations to Blue Triton Brands doing business as (dba) ReadyRefresh Livermore, CA and DS Services of America Inc. dba Primo Water North America, Manteca, CA increasing the Agreement amount by $95,000 over the term of the agreement and forwarding to Council for approval. (Funding Source: Building Services, Compost, Surface Transportation, General Fund, Forestry, Parking, Solid Waste, Wastewater and Water 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:

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

Competitively bidding these materials benefit the City by obtaining the best pricing through economies of scale, staff time in the reduction of processing one time bids throughout the year, and better assessment of actual spending through the life of the agreement. #2..
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Finance Committee, September 23, 2024
Bottled Water Delivery Services Agreement Amendments

Page 2 of 4 ends

On March 5, 2024, under Resolution 2024-85, Council approved an Agreement for Bottled Water Delivery Services with Blue Triton Brands DBA ReadyRefresh Livermore, CA, and DS Services of America Inc. DBA Primo Water North America, Manteca, CA for a two (2) year Agreement with three (3) one-year extension options, for a first year estimated amount not to exceed $200,000 and an annual estimated amount of $100,000 thereafter, for a total amount not to exceed $600,000 over five years.

On April 30, 2024, a First Amendment was approved under the City Manager authority to add 1- gallon bottled water, racks and set pricing to ensure the agreements aligned between both vendors. No agreement amount was increased as part of this amendment.

DISCUSSION:

As part of this agreement, the first year included bottled water services for the community of Grayson. Grayson had a nitrate removal system that has reached its end of life and is scheduled to be replaced in summer of 2024. The California State Water Resources Control Board Division of Drinking Water required the City of Modesto, as the provider of potable water to this community, to provide 60 gallons of water per household, per month. To meet the State’s requirements during the replacement process, staff estimated an additional $100,000 in funds would be needed to support the mandate. Subsequently, bottled water was delivered for 8 weeks. Unfortunately, due to the significantly higher heat temperatures this summer and increased customer demand, the City expended approximately $120,000 in bottled water services.

Coupled with the bottled water needs for the field staff, there was a significant increase compared to the annual estimates due to the heat wave during the summer of 2024. In anticipation to future heat waves for future years, City staff recommends to increase the agreement by an additional $15,000 per year through the term of the agreement.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services. This Amendment is essential to ensure we continue to provide these services to field staff based on the increase in quantity needs from our original estimates.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year (FY) 2024-25 to support the requested increase for these services. These services are funded through various City funds based on the field staff utilizing the bottled water services.

Below is a summary of the first five months of services for the two Agreements.

Vendor Spending Amount
DS Services $ 296
ReadyRefresh $ 169,285
Total $ 169,581
#2..
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Finance Committee, September 23, 2024
Bottled Water Delivery Services Agreement Amendments

Page 3 of 4 ends

The revised five-year Agreement totals are outlined below.

Summary Change Year 1 Year 2 Year 3 Year 4 Year 5 Total Original Amount $ 200,000 $ 100,000 $ 100,000 $ 100,000 $ 100,000 $ 600,000 Proposed Increase $ 35,000 $ 15,000 $ 15,000 $ 15,000 $ 15,000 $ 95,000 Revised Amount $ 235,000 $ 115,000 $ 115,000 $ 115,000 $ 115,000 $ 695,000 Below is the breakdown of the funding source for the increase for this proposed First Amendment.

FUND

REVISED

AGREEMENT
AMOUNT
Building Services $683
Compost $820
Construction Engineering $1,576
Surface Transportation Fund - Electrical $2,821
Finance - Stores $33,636
General Fund - Fire $26,462
Forestry $4,387
Green Waste $2,498
Parking Maintenance $892
General Fund - Parks Operations $1,649
General Fund - Mary Grogan $538
General Fund - Police $3,875
Surface Transportation Fund - Streets $5,513
Traffic Operations $703
Wastewater $16,886
Water $132,061
FIRST YEAR AMOUNT NOT TO EXCEED $235,000
ANNUAL TOTAL NOT TO EXCEED $115,000
FIVE (5) YEAR TOTAL NOT TO EXCEED $695,000
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Amendments with ReadyRefresh Livermore, CA and DS Services of America Inc. DBA Primo Water North America, Manteca, CA, for Bottled Water Delivery Services for Citywide locations increasing the Agreement amount by $35,000 for the first year estimated amount for a new revised first year estimated amount of $235,000; and increasing the Agreement amount by $15,000 for the annual estimated amounts for a revised annual estimated amount of $115,000 and increasing the Agreement amount by $95,000 for the total combined revised total amount of $695,000 for the term of the agreement and forwarding to Council for approval.
#2..
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Finance Committee, September 23, 2024
Bottled Water Delivery Services Agreement Amendments

Page 4 of 4 ends

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

1. Second Amendment – ReadyRefresh

2. First Amendment – DS Services

3. First Amendment – ReadyRefresh

4. Original Agreement – ReadyRefresh

5. Original Agreement – DS Services
#2..
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1 SECOND AMENDMENT TO PURCHASE AGREEMENT

FOR BOTTLED WATER DELIVERY

READYREFRESH
This SECOND AMENDMENT to the PURCHASE AGREEMENT, made and entered into in the City of Modesto, State of California, this _____ day of __________________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Blue Triton Brands Inc, DBA ReadyRefresh, a Delaware Corporation, hereinafter collectively referred to as CONTRACTOR.

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

A. A PURCHASE AGREEMENT NO. 262564, hereinafter referred to as “AGREEMENT” was entered into by and between CITY and CONTRACTOR on the 5th day of March, 2024 to provide the furnishing of Bottled Water delivery services.

B. CITY and CONTRACTOR approved the First Amendment to the Original Agreement on the 30th day of April, 2024 to include 1-gallon bottled water, racks and add pricing C. CITY and CONTRACTOR desire to execute a Second Amendment to the AGREEMENT to increase the “COMPENSATION” to a sum not to exceed $625,500 over five years. All other provisions of the AGREEMENT shall remain in effect.

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

1. The second sentence of Section 1(e) of the PURCHASE AGREEMENT is hereby amended to read as follows:
“The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $625,500.”

2. Except as modified and amended by this SECOND AMENDMENT to the PURCHASE #2..
- 19 -
2 AGREEMENT, all other provisions of the AGREEMENT shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has authorized the execution of this SECOND AMENDMENT to the PURCHASE AGREEMENT by its Director of Finance and attested by its City Clerk under authority of Resolution No. ___________, adopted by the Council of the City of Modesto on the ____ day of __________________, 2024, and Blue Triton Brands Inc, DBA ReadyRefresh, a Delaware Corporation has caused this SECOND AMENDMENT to the PURCHASE AGREEMENT to be duly executed. #2..
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1 FIRST AMENDMENT TO PURCHASE AGREEMENT

FOR BOTTLED WATER DELIVERY

DS SERVICES
This FIRST AMENDMENT to the PURCHASE AGREEMENT, made and entered into in the City of Modesto, State of California, this _____ day of __________________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and DS Services of America Inc., DBA Primo Water North America, a Corporation, hereinafter collectively referred to as CONTRACTOR.

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

A. A PURCHASE AGREEMENT NO. 262565, hereinafter referred to as “AGREEMENT” was entered into by and between CITY and CONTRACTOR on the 5th day of March, 2024 to provide the furnishing of Bottled Water delivery services.

B. CITY and CONTRACTOR desire to execute a First Amendment to the AGREEMENT to increase the “COMPENSATION” to a sum not to exceed $69,500 over five years.

All other provisions of the AGREEMENT shall remain in effect.

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

2. Except as modified and amended by this FIRST AMENDMENT to the PURCHASE AGREEMENT, all other provisions of the AGREEMENT shall remain unchanged and in full force and effect.
#2..
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2 IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has authorized the execution of this FIRST AMENDMENT to the PURCHASE AGREEMENT by its Director of Finance and attested by its City Clerk under authority of Resolution No. ___________, adopted by the Council of the City of Modesto on the ____ day of __________________, 2024, and and DS Services of America Inc., DBA Primo Water North America, a Corporation has caused this FIRST AMENDMENT to the PURCHASE AGREEMENT to be duly executed. #2..
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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement:

Vendor Name: Division:

Contact Person: Extension:

Attorney Reviewer Name:

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

The attached agreement is the final version approved through the under $100,000 Unity Workflow review and pulled from Unity for routing via DocuSign.

FIRST AMENDMENT TO PURCHASE AGREEMENT FOR BOTTLED WATER DELIVERY 75369
X
Alex Mog
Enter Council Date
Juana Lynch
X
READYREFRESH Admin
X
#2..
- 23 -
1 FIRST AMENDMENT TO PURCHASE AGREEMENT

FOR BOTTLED WATER DELIVERY

READYREFRESH
This FIRST AMENDMENT to the PURCHASE AGREEMENT, made and entered into in the City of Modesto, State of California, this _____ day of __________________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Blue Triton Brands Inc, DBA ReadyRefresh, a Delaware Corporation, hereinafter collectively referred to as CONTRACTOR.

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

A. PURCHASE AGREEMENT NO. 262564, hereinafter referred to as “AGREEMENT” was entered into by and between CITY and CONTRACTOR on the 5 th day of
March, 2024 to provide the furnishing of Bottled Water delivery services.

B. CITY and CONTRACTOR desire to execute a First Amendment to the AGREEMENT to include 1-gallon bottled water, racks, and add pricing. All other provisions of the AGREEMENT shall remain in effect.

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

1. Attachment A of the AGREEMENT shall be amended, to read as set forth in Attachment A of this FIRST AMENDMENT to the PURCHASE AGREEMENT.

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has authorized the execution of this FIRST AMENDMENT to the PURCHASE AGREEMENT by its DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E 30th April
#2..
- 24 -
2 Director of Finance on the _____ day of ______________, 2024, and Blue Triton Brands Inc, DBA ReadyRefresh, a Delaware Corporation has caused this FIRST AMENDMENT to the PURCHASE AGREEMENT to be duly executed.

DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E 2nd May
#2..
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3 ATTACHMENT A – AMENDED
ANNUAL PURCHASE AGREEMENT NO 262564

DESCRIPTION UNIT UNIT PRICE
BOTTLED WATER, 16.9 OZ
CS $5.49/CS
BRAND: PURELIFE
BOTTLED WATER, 1 GALLON, 6 GALLONS/CASE (ORDER
BY THE CASE) GAL $1.75/GAL
BOTTLED WATER METAL RACK, 5 GALLON
(1 BOTTLE WIDE X 3 BOTTLES HIGH) RACK $39.99/EA
CA DEPOSIT FEE (CRV) UNIT PRICE PER CASE CS $1.20/CS
FUEL DELIVERY CHARGE (PER DELIVERY) LOT $9.99/LOT
BOTTLED WATER, 5 GALLON FILLED
BOTTLE $6.59/BOTTLE
BRAND: PURELIFE
DEPOSIT FEE - 5 GALLON LOT $0
FUEL DELIVERY CHARGE (PER DELIVERY) LOT $9.99/LOT
DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E #2..
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BY: ________________________________________ BY: ________________________________________ VENDOR –

NAME/TITLE -DATE
DEANNA CHRISTENSEN –

DIRECTOR OF FINANCE -DATE
DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E 5/2/2024
Area Growth Manger
5/2/2024
5/2/2024
City of Modesto
Finance Department
5/2/2024
#2..
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1 ANNUAL AGREEMENT #262564 FOR BOTTLED WATER DELIVERY SERVICES BLUETRITON BRANDS, INC. DBA READYREFRESH
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _____ day of ____________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and BlueTriton Brands. Inc, DBA ReadyRefresh, a Delaware Corporation, hereinafter called CONTRACTOR.

W I T N E S E T H:

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

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

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and insurance necessary to perform and complete the required work as specified in Exhibit “C”, and in strict DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E #2..
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2 accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated amount not to exceed $150,000 over the first year, and an estimated annual amount not to exceed $75,000 thereafter. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $600,000. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.

AGREEMENT PRICING

DESCRIPTION UNIT UNIT PRICE
BOTTLED WATER, 16.9 OZ CS $5.49/CS
BRAND: PURELIFE
CA DEPOSIT FEE (CRV) UNIT PRICE PER CASE CS $1.20/CS
FUEL DELIVERY CHARGE (PER DELIVERY) LOT $9.99/LOT
BOTTLED WATER, 5 GALLON FILLED BOTTLE $6.59/BOTTLE BRAND: PURELIFE DEPOSIT FEE - 5 GALLON LOT $0
FUEL DELIVERY CHARGE (PER DELIVERY) LOT $9.99/LOT
DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E #2..
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3 MISCELLANEOUS FEES UNIT UNIT PRICE
DISPENSER RENTAL: 5 GALLON CAPACITY TOP LOADING WATER

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

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

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

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

Additionally, if upon CONTRACTOR's inspection of any Equipment, CONTRACTOR determines that such Equipment is in working condition, then CITY agrees to pay the Non-Defect Equipment Replacement Fee.

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4 CITY agrees and acknowledges that CONTRACTOR may enter CITY's premises at all reasonable times to inspect, repair, clean or remove the equipment and to deliver or pick up the Bottles.

3. CITY REPRESENTATIVE:

CITY Representative is:

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

4. TERM OF AGREEMENT:

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

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

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

5. LIABILITY INSURANCE:

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

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

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

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

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

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

7. PAYMENT:

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

Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
· This AGREEMENT number: 262564
· CITY department/division name and address
· Billing period
· Service hours worked day and week
DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E #2..
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7 · Unit price, extended price, sales tax and total

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

9. VENUE & GOVERNING LAW:

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

10. ATTORNEYS’ FEES: If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E #2..
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8 be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

11. COMMENCEMENT AND COMPLETION OF THE WORK:

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

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

12. TERMINATION OF SERVICES:

Termination for Default: In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the 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 DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E #2..
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9 termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain reasonably unacceptable to CONTRACTOR as of the termination date.

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

13. COMPLIANCE WITH ALL LAWS:

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

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

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

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

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

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

18. NOTICES:

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

CONTRACTOR: BlueTriton Brands, Inc. DBA ReadyRefresh
900 Long Ridge Road
DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E #2..
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12 Building 2
Stamford, CT 06902
Attn: General Counsel

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

Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

19. SIGNATORY(IES) FOR CONTRACTOR:

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

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

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

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

23. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E #2..
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13 the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

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

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

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

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

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

29. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance; provided that DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E #2..
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15 CONTRACTOR may assign this AGREEMENT in connection with the sale or transfer of all or substantially all of CONTRACTOR’s business and operations.

30. WAIVER:

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

31. HEADINGS NOT CONTROLLING:

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

32. MISCELLANEOUS:

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

33. ENTIRE AGREEMENT:

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

34. PARTIAL INVALIDITY:

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16 35. FORCE MAJEURE.

If either party is prevented from complying with any of the terms or provisions of this Agreement by reason of fire, flood, storm, strike, lockout or other labor trouble, riot, war, rebellion, accident or other acts of God, then upon written notice to the other party, the affected provisions and/or requirements of this Agreement shall be suspended during the period of such disability (except that none of the foregoing shall relieve, excuse or suspend CITY’s timely payment obligations). If the disability continues for more than thirty (30) days, the nondisabled party shall have the right to terminate this Agreement, and neither party shall thereafter have any further rights or obligations hereunder, provided that CITY shall pay CONTRACTOR all accrued, but unpaid amounts, as set forth in this Agreement.

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2024-_______, adopted by the Council of the City of Modesto on the ______ day of _____________________, 2024 and BlueTriton Brands. Inc, DBA ReadyRefresh has caused this Agreement to be duly executed.

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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________

DIANE NAYARES-PEREZ, CMC,
City Clerk
________________________________
BY: ____________________________
By _____________________________
Name Title
BY: ____________________________
By _____________________________
Name Title
APPROVED AS TO FORM:

BY: ____________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

BY: ____________________________
CHRISTINA ALGER, Director of
Human Resources
Federal ID # ___________
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DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E #2..
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THIS LICENSE SHALL NOT ENTITLE LICENSEE TO OPERATE THIS BUSINESS

WITHOUT COMPLYING WITH ALL REQUIREMENTS OF THE MODESTO MUNICIPAL CODE AND ALL STATE, FEDERAL, LOCAL AND ANY OTHER APPLICABLE LAWS.

IT HAS BEEN ISSUED WITHOUT VERIFICATION THAT THE LICENSEE IS SUBJECT TO OR EXEMPT FROM LICENSING BY THE STATE OF CALIFORNIA.

City of Modesto
P.O Box 3442
Modesto, CA 95353
Business License Certificate

DIRECTOR OF FINANCE
DeAnna Christensen

THIS LICENSE IS EVIDENCE THAT THE FEES REQUIRED UNDER TITLE VI OF

THE MUNICIPAL CODE HAVE BEEN PAID TO THE CITY OF MODESTO FOR THE

CONDUCT AND OPERATION OF THE BUSINESS AT THE PREMISES, AND BY THE PERSON OR FIRM INDICATED BELOW.
* MUST BE DISPLAYED IN PUBLIC VIEW

INFORMATIONAL

NON-TRANSFERABLE - VOID IF ALTERED
Account Number 1265103 Expiration Date 6/30/2024

NESTLE WATERS NORTH AMERICA INC
251 LITTLE FALLS DR
WILMINGTON, DE 19808-1674
Business Type
Business Location
Owner(s)
* NOT AN ENDORSEMENT BY THE CITY

RETAIL DELIVERIES
430 10TH ST

NESTLE WATERS NORTH AMERICA INC
* VOID IF TAX PAYMENTS NOT KEPT CURRENT
MODESTO, CA 95354-3503
Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications/ DocuSign Envelope ID: D1F046F8-081B-4754-9338-E1B0CEBE5D4E #2..
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1 ANNUAL AGREEMENT #262564 FOR BOTTLED WATER DELIVERY SERVICES BLUETRITON BRANDS, INC. DBA READYREFRESH
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _____ day of ____________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and BlueTriton Brands. Inc, DBA ReadyRefresh, a Delaware Corporation, hereinafter called CONTRACTOR.

W I T N E S E T H:

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

AGREEMENT PRICING

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

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

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

Additionally, if upon CONTRACTOR's inspection of any Equipment, CONTRACTOR determines that such Equipment is in working condition, then CITY agrees to pay the Non-Defect Equipment Replacement Fee. #2..
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4 CITY agrees and acknowledges that CONTRACTOR may enter CITY's premises at all reasonable times to inspect, repair, clean or remove the equipment and to deliver or pick up the Bottles.

3. CITY REPRESENTATIVE:

CITY Representative is:

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.

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

The CITY, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation. #2..
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6 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.

7. PAYMENT:

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

9. VENUE & GOVERNING LAW:

10. ATTORNEYS’ FEES: If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall #2..
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8 be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.

11. COMMENCEMENT AND COMPLETION OF THE WORK:

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

12. TERMINATION OF SERVICES:

Termination 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 #2..
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9 termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain reasonably unacceptable to CONTRACTOR as of the termination date.
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10 CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final payment to the CONTRACTOR after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

13. COMPLIANCE WITH ALL LAWS:

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. #2..
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11 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.

18. NOTICES:

CONTRACTOR: BlueTriton Brands, Inc. DBA ReadyRefresh
900 Long Ridge Road
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12 Building 2
Stamford, CT 06902
Attn: General Counsel

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

Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

19. SIGNATORY(IES) FOR CONTRACTOR:

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

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

23. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that #2..
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13 the evaluation and treatment of their employees and applicants for employment are free of such discrimination.

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

29. ASSIGNMENT:

Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance; provided that #2..
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15 CONTRACTOR may assign this AGREEMENT in connection with the sale or transfer of all or substantially all of CONTRACTOR’s business and operations.

30. WAIVER:

31. HEADINGS NOT CONTROLLING:

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

32. MISCELLANEOUS:

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

33. ENTIRE AGREEMENT:

34. PARTIAL INVALIDITY:

CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________

BY: ____________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

BY: ____________________________
CHRISTINA ALGER, Director of
Human Resources
Federal ID # ___________
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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement:

Vendor Name: Division:

Contact Person: Extension:

Attorney Reviewer Name:

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

The attached agreement is the final version approved through the under $100,000 Unity Workflow review and pulled from Unity for routing via DocuSign.

PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
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1 ANNUAL AGREEMENT #262565 FOR BOTTLED WATER DELIVERY SERVICES DS SERVICES OF AMERICA INC. dba PRIMO WATER NORTH AMERICA This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this _____ day of _______________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and DS Services of America Inc.

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

W I T N E S E T H:

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

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

AGREEMENT PRICING

DESCRIPTION UNIT UNIT PRICE
BOTTLED WATER, 16.9 OZ CS $6.29/CS
BRAND: PURELIFE
CA DEPOSIT FEE (CRV) UNIT PRICE PER CASE CS $1.20/CS
FUEL DELIVERY CHARGE (PER DELIVERY) LOT $13.99/VARIABLE BOTTLED WATER, 5 GALLON FILLED BOTTLE $7.29/BOTTLE BRAND: PURELIFE DEPOSIT FEE - 5 GALLON LOT $6.00
FUEL DELIVERY CHARGE (PER DELIVERY) LOT $13.99/VARIABLE #2..
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3 MISCELLANEOUS FEES UNIT UNIT PRICE
DISPENSER RENTAL: 5 GALLON CAPACITY TOP LOADING WATER

COOLER DISPENSER WITH HOT/COLD
BRAND/MODEL:

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

WATER COOLER DISPENSER WITH HOT/COLD
BRAND/MODEL:

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

3. CITY REPRESENTATIVE:

CITY Representative is:

4. TERM OF AGREEMENT:

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

Price increases for any subsequent AGREEMENT years following the second year, shall not exceed the percentage change in the Consumer Price Index (CPI) for the City of Modesto West Urban Area in #2..
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4 any one AGREEMENT year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, 90 days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.

5. LIABILITY INSURANCE:

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

If at any time any of said policies shall be unsatisfactory to the CITY, as to form or substance or if a company issuing such policy shall be unsatisfactory to the CITY, the CONTRACTOR shall promptly obtain a new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR to furnish, deliver or maintain such insurance and certificates as above provided, this AGREEMENT, at the election of the CITY, may be forthwith declared suspended, or terminated. Failure of the CONTRACTOR to obtain and/or maintain any required insurance shall #2..
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5 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.

7. PAYMENT:

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

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

9. VENUE & GOVERNING LAW:

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

11. COMMENCEMENT AND COMPLETION OF THE WORK:
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7 The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:

12. TERMINATION OF SERVICES:

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

Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and #2..
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8 interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to 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:
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9 a. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.

13. COMPLIANCE WITH ALL LAWS:

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. #2..
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10 15. ASSIGNMENT OF RIGHTS: The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this AGREEMENT or any allowed subcontract. The assignment made by CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective at the time the CITY makes final payment to The CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

18. NOTICES:

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

Manteca, CA 95337
[email protected]
770-984-6948

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

Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

19. SIGNATORY(IES) FOR CONTRACTOR:

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

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

23. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (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 #2..
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12 thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT. e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

25. RECORDS: All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY. CONTRACTOR hereby agrees to deliver those #2..
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13 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.

29. ASSIGNMENT:

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

30. WAIVER:

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

32. MISCELLANEOUS:

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

33. ENTIRE AGREEMENT:

34. PARTIAL INVALIDITY:

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

BY: ____________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

BY: ____________________________
CHRISTINA ALGER, Director of
Human Resources
Federal ID # ___________
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 23, 2024
Date: August 19, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: DeAnna Christensen, Director of Finance
SUBJECT: Tax Audits, Analysis and Reporting Services Amendment CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:

Consider the Fifth Amendment with MuniServices, LLC, Fresno, CA, for Tax Audits, Analysis and Reporting Services increasing the Agreement amount by $250,000 and forwarding to Council for approval. (Funding Source: General Fund)
STRATEGIC PLAN ELEMENT:

BACKGROUND:

Tax audits, analysis and reporting services have been critical in providing the City with vital information related to Sales and Use Tax (including Measure H), Utility Users Tax (UUT), Business License Tax, Franchise Fees and Transient Occupancy Tax (TOT). The services provided by MuniServices LLC includes the following:
1) Verify the California Department of Tax and Fee Administration (CDTFA) sales and use tax allocation
2) Track and audit misallocation of sales tax and Measure H reporting 3) Sales tax and Measure H forecasting and providing detailed report of our business sales tax activity
4) Annual Utility User Tax forecasting and analysis review 5) Compliance review for UUT, TOT and Franchise fees
6) Review business license reporting and address incorrect reporting #3..
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Finance Committee, September 23, 2024
Tax Audits, Analysis and Reporting Services Amendment

Page 2 of 3 ends

7) Monitor, report and provide advocacy at the legislative and regulatory related to tax revenues
On January 14, 2020, under Resolution 2020-008, Council approved an Agreement with Avenu Insights and Analytics, LLC/MuniServices for tax audits, analysis and reporting services for a two-year agreement with three one-year extension options, for an annual estimated cost not to exceed $120,000, and a total amount not to exceed $600,000 over five years.

On November 15, 2021, the City Manager approved Amendment 1 to authorize MuniServices access to confidential sales and use tax records for Modesto businesses to facilitate the audits and ensure these records remain confidential.

On January 5, 2022, the City Manager approved Amendment 2 to add Utility User Tax and Franchise Fee Compliance Audits. As part of this added service, MuniServices would be compensated 30% of the taxes recovered by these audits.

On January 27, 2023, the City Manager approved Amendment 3 to extend the one-year extension and add Measure H as part of their sales tax audit and reporting services at no additional cost. This Amendment included authorizing MuniServices access to the sales tax records to perform the Measure H sales tax audits and price increases for Business License services.

On December 22, 2024, the City Manager approved Amendment 4 to extend the final one-year extension with a term expiration date of January 13, 2025. There are no fiscal impacts with this Amendment.

DISCUSSION:

The fee services for this type of agreement are primarily based on a percentage of the cost recovery services of the various audits performed during the term of this agreement. With the added services with the Utility User Tax and Franchise Fee compliance audit, there was no way to determine the cost of these services until the audit was completed. These audits concluded in 2024 and $167,123 was recovered from the Utility User Tax audit and $42,409 was received from the Franchise Fee audit.

As part of the Sales Tax audits, over the last year we have seen an increase in cost recovery primarily due to the compliance review from Measure H tax reporting requirements. The cost recovery is triggered from misreporting by Modesto businesses or incorrect sales tax rates remitted especially with the increase the Modesto tax rate due to Measure H. The fee for this service is based on a percentage of cost recovery services of 13.5%. This agreement is scheduled to expire on January 13, 2025, and City staff is currently working on finalizing the new agreement based on the award results of the formal bidding process.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City #3..
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Finance Committee, September 23, 2024
Tax Audits, Analysis and Reporting Services Amendment

Page 3 of 3 ends

projects or services. This Amendment is essential to continue these services until the City finalizes the award for the new agreement based on the results of the pending Request for Proposal currently in process.

FISCAL IMPACT:

Sufficient funds are budgeted in Fiscal Year (FY) 2024-25 to support the requested increase for these services. These services are funded by the General Fund offset from the various General Fund major revenues.

Below is a summary of the last five-year spending through the end of July 2024.

Agreement Period Amount
Year 1 $ 89,491
Year 2 $ 116,431
Year 3 $ 146,708
Year 4 $ 98,057
Year 5 (through July 2024) $ 96,125
Total $ 546,812
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the First Amendment with MuniServices, LLC, Fresno, CA, for the Tax Audits, Analysis and Reporting Services increasing the Agreement amount by $250,000 to a new total amount of $850,000; and forwarding to Council for approval.

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

1. Amendment 5

2. Original Agreement

3. Amendment 1

4. Amendment 2

5. Amendment 3

6. Amendment 4
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AMENDMENT 5 TO AGREEMENT

WITH MUNISERVICES FOR TAX AUDITS, ANALYSIS AND REPORTING

SERVICES
This Fifth Amendment to the Agreement for Tax Audits, Analysis and Reporting Services (“Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “City”) and MuniServices, LLC, a Delaware limited liability company (hereinafter “Contractor”) as of the ______ day of _______________,2024.

RECITALS
This Fifth Amendment to Agreement for Tax Audits, Analysis and Reporting Services is made with regard to the following recitals:

WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for Tax Audits, Analysis and Reporting Services on the 14 day of January, 2020 (the “Original Agreement”).

WHEREAS, under Section 2. TERM OF THE AGREEMENT, the term of the Contract shall be for a period of two (2) years, with three (3) one-year extension options at the sole discretion of the CITY, for a total of five (5) years (“Term”); and WHEREAS, on or about September 20, 2021, the CITY exercised the option to utilize the first one-year renewal option, effective January 14, 2022, through January 13, 2023; and
WHEREAS, on or about January 27, 2023, the CITY exercised the option to utilize the second one-year renewal option, effective January 14, 2023, through January 13, 2024; and #3..
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WHEREAS, on or about December 22, 2023, the CITY exercised the option to utilize the final one-year renewal option, effective January 14, 2024, through January 13, 2025; and
WHEREAS, CITY and CONTRACTOR desire to amend the Original Agreement by increasing the previously approved amount from $600,000 to $850,000; and NOW, THEREFORE, in consideration of this Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement and this Amendment, the parties agree as follows:

1. Section 3 of the Original Agreement shall be amended to the following:

Consultant agrees to accept a sum not to exceed $850,000 through the fiveyear term of the agreement, pursuant to the pricing schedule detailed in Exhibit “B”, as full renumeration for performing all services and furnishing all staffing and materials called for in Exhibit “A” and for performance by Consultant of all of its duties and obligations under this Agreement.

The Compensation shall be paid pursuant in the manner and at the times set forth in Exhibit “B”.

2. Except as modified and amended by this Amendment, all other provisions of the Original Agreement, as previously amended, shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Amendment 5 to Agreement for Tax Audits, Analysis and Reporting Services by its City Manager and attestation by its City Clerk under the authority of #3..
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Resolution No. 2024-_______ on the ______ day of _______________,2024, and CONTRACTOR has caused this Amendment to be duly executed as of the Effective Date. #3..
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October 1, 2019
City of Modesto,
California
Request for Proposals for

TAX AUDITS, ANALYSIS AND

REPORTING SERVICES

PRICING SCHEDULE
WWW.AVENUINSIGHTS.COM
Submitted By:

MuniServices, LLC
1264 Hawkes Flight Court, #270
El Dorado Hills, CA 95762
Attn: Mary Delarosa, Client Executive
Phone: (559) 271-6809
E-Mail: [email protected]

EXHIBIT B
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1 CITY OF MODESTO, CA

TAX AUDITS, ANALYSIS AND

REPORTING SERVICES
RFP No.: 1819-56

PRICING SCHEDULE
RFP No.: 1086-19-
Table of Contents
PRICING SCHEDULE............................................................................................................................................................................2 #3..
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x
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2 CITY OF MODESTO, CA

TAX AUDITS, ANALYSIS AND

REPORTING SERVICES
RFP No.: 1819-56

PRICING SCHEDULE
RFP No.: 1086-19-
Pricing Schedule
Avenu/MuniServices has included the Pricing Schedule (Signature Form) under a separate sealed cover, as instructed by the City in Section 2.1.3 of the Solicitation.

Given the nature of these services, we have included both signature page and information below that fully describes our pricing
Service Proposed Pricing
Sales, Use and Transaction
& Use Tax Audit

13.5% with 6 forward quarters
Sales Tax Analysis and
Reporting (Clearview)
$6,000 per year
Utility User Tax Audit 1. Fixed Fee
The City's total annual fixed fee for participating in the Project shall be the greater of:
i. one-half percent (0.5%) of the total UUT revenues received by the City (excluding UUT revenues derived from cable
television, water, and the Modesto Irrigation District) based on the prior fiscal year, or
ii. ten thousand dollars ($10,000)

2. Quarterly Payments of Fixed Fee
Said annual fixed fee shall be paid in
four equal quarterly payments with due dates of: March 31, June 30, September 30, and December 31. These quarterly payments are nonrefundable. The first quarterly payment shall be due on the next quarterly due date following the effective date of this Agreement.

Transient Occupancy Tax TOT Phase I: Analysis
The City will pay Avenu a fixed fee of $700 per lodging property. This fee applies to all lodging properties located in the City limits, including lodging properties located via discovery. Avenu will invoice this upon delivery of the analysis report.

TOT Phase II: Audit and Compliance Review
The City will pay Avenu a fixed fee of $1,000 per lodging property reviewed unless the City does not approve the list of lodging properties for Compliance Review within 90 days of submission, in which the cost will increase to $1,200 per lodging property reviewed.

Avenu will invoice this upon delivery of the compliance report with payment to be made within thirty-days (30) of receipt of invoice.

Based on our experiences, because of the Discovery and Audit Phase (Phase I), approximately 30% of the lodging providers are generally recommended for the Phase II Compliance Review. #3..
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3 CITY OF MODESTO, CA

TAX AUDITS, ANALYSIS AND

REPORTING SERVICES
RFP No.: 1819-56

PRICING SCHEDULE
RFP No.: 1086-19-
Business License Tax Business License Tax Compliance Discovery Service Avenu/MuniServices’ compensation for providing Business License Discovery Services shall be a contingency fee of 35% of the additional revenue received by the City from the services. The contingency fee shall apply to the current tax year, all eligible prior period revenues, and any applicable penalties, interest, and late charges. The contingency fee only applies to revenue received by the City. The term “current tax year” shall mean the most recent tax year for which local taxes are due and payable to the City, and in which Avenu/MuniServices has identified deficiencies
Business License Tax Compliance Audit Service
Avenu/MuniServices’ compensation for the Audit Service shall be a contingency fee of 35%. The contingency fee shall apply to revenue received by the City as a result of deficiencies identified in the review and shall include any eligible prior period revenues together with all applicable penalties, interest and late charges. The City agrees to use reasonable and diligent efforts to collect deficiencies identified by Avenu/MuniServices.

Business License Administration
Avenu/MuniServices’ compensation is $12 per license processed. A one-time set up fee that includes data conversion, online file and pay set-up, programming online reporting portal and standard online file and pay website not to exceed $10,000. For custom website design for the online file and pay website the one time set up is not to exceed $15,000.
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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement:

Vendor Name: Division:

Contact Person: Extension:

Attorney Reviewer Name:

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

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

PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
DocuSign Envelope ID: E4812DD3-37AC-490D-9007-F718922E9A8D Finance/Admin
First Amendment
Alex Mog
V. Fabela
MuniServices, LLC dba Avenu/MuniServices
75369
X
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1 FIRST AMENDMENT FOR CONSULTANT SERVICES
This Amendment (“Amendment”) is made with reference to the “Agreement” entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “City”) and MUNISERVICES, LLC dba Avenu/MuniServices (hereinafter the “Consultant”) entered into by the parties on the 14th day of January, 2020 (hereinafter referred to as “Original Agreement”). The City and Consultant shall be collectively referred to as the “Parties.”
This Amendment to the Original Agreement is made with regard to the following recitals:

WHEREAS, the Modesto City Council adopted Resolution No. 2020-08 authorizing the award of proposal and agreement for performing all services and furnishing all staffing and materials called in Exhibit “A” and for performance by Consultant of all duties and obligations under the Original Agreement; and
WHEREAS, the parties now desire to add additional language to the Original Agreement with this Amendment called “DISCLOSURE OF TAX INFORMATION” as provided herein; and NOW, THEREFORE, in consideration of the mutual promises, covenants, and stipulations contained herein and the mutual promises, covenants, and stipulations contained in the Original Agreement, the parties agree as follows:

1. The parties agree that each of the recitals set out above are factually true and correct.

2. The Agreement is hereby amended to add Section 1.1, “Disclosure of Tax Information” as follows:
“1.1 DISCLOSURE OF TAX INFORMATION.

DocuSign Envelope ID: E4812DD3-37AC-490D-9007-F718922E9A8D #3..
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2 Consultant’s performance of the Scope of Work will require it to have access to confidential sales and use tax and transactions and use tax records for certain businesses located within the City of Modesto (the “Tax Records”). The Tax Records may be provided to Consultant directly by the City or the City’s authorized agent. Pursuant to Revenue and Taxation Code section 7056, Consultant’s use of the Tax Records shall be subject to the following requirements:

A. Consultant shall keep the Tax Records strictly confidential. Consultant may disclose information contained in or derived the Tax Records only to the City Manager, such officers or employees of the City designated by the City Manager to examine the information, and other entities authorized by resolution of the City Council to examine the information.

B. Consultant is prohibited from retaining the information contained in or derived from Tax Records after the term of the Agreement has expired.

C. Consultant is prohibited from performing consulting services for a retailer during the term of the Agreement.”
The parties to this contract further understand that except as modified herein, the provisions of the Original Agreement, and all exhibits attached thereto, are expressly reaffirmed and remain in full force and effect.

DocuSign Envelope ID: E4812DD3-37AC-490D-9007-F718922E9A8D #3..
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3 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation. has authorized the execution of this First Amendment to Agreement for tax audits, analysis and reporting services, in duplicate, by its City Manager and attestation by its City Clerk, on the _____ day of _____________, 2021, and Contractor has caused this Amendment be executed in duplicate.

DocuSign Envelope ID: E4812DD3-37AC-490D-9007-F718922E9A8D 15th November
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________
DANA SANCHEZ, Interim City Clerk

CONSULTANT,
________________________________
BY: ____________________________
By _____________________________
Name Title
BY: ____________________________
By _____________________________
Name Title
APPROVED AS TO FORM:

BY: ____________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

BY: ____________________________
CHRISTINA D. ALGER
Director of Human Resources (Risk)
Consultant’s Federal ID # ___________
* Corporations - signature of two (2) officers
required or one (1) officer plus corporate seal.

Partnership - signature of a partner required Sole
Proprietorship - signature of proprietor
required
DocuSign Envelope ID: E4812DD3-37AC-490D-9007-F718922E9A8D MuniServices, LLC dba Avenu/MuniServices
Carl Kumpf
13-3528885
CFO
Paul Colangelo CEO
11/18/2021
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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement:

Vendor Name: Division:

Contact Person: Extension:

Attorney Reviewer Name:

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

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

PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
DocuSign Envelope ID: C68E93F3-AACC-4916-969F-E94E8F103275 MuniServices LLC
Amendment MuniServices LLC for UUT & Franchise Fee
Alex Mog
X
X
FInance/Admin
V. Fabela 75369
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AMENDMENT NO. 2 TO STANDAR AGREEMENT FOR CONSULTING SERVICES A

BETWEEN THE CITY OF MODESTO AND MUNISERVICES, LLC
THIS AMENDMENT No. 2 (“Amendment”) is made and entered into as of _____, 2022, by and between the CITY OF MODESTO, a general law city and municipal corporation (“CITY”), and MUNISERVICES, LLC), a Delaware limited liability company (“CONSULTANT”).

WHEREAS, the CITY and CONSULTANT entered into that certain Standard Agreement for Consultant Services Dated January 14, 2020 for Tax Audits, Analysis and Reporting (the “Agreement”); and
WHEREAS, CITY and CONSULTANT desire to amend the Agreement to specify the compensation CONSULTANT shall receive for Utility User Tax Compliance Audits and Franchise Fee Tax Compliance Audits.

NOW, THEREFORE, the parties agree as follows:

SECTION 1. Section 3, Compensation, of the Agreement is amended to include the following:
“Notwithstanding anything herein to the contrary, Compensation for Utility User Tax Compliance Audits and Franchise Fee Tax Compliance Audits completed by the CONSULTANT shall be 30% of the amount of the taxes recovered by the audits pursuant to MUNISERVICES, LLC’s proposal dated January 4, 2022 (“Exhibit A” to Amendment No. 2).

SECTION 2. Except as modified by this Amendment, all other terms and conditions of Agreement remain the same and in full force and effect.

IN WITNESS WHEREOF, the parties hereto have executed this contract the day and year first hereinabove written.

Taxpayer ID No. On File
Attachment:

Exhibit A – MUNISERVICES, LLC’s Proposal
DocuSign Envelope ID: C68E93F3-AACC-4916-969F-E94E8F103275 January 5
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________
DANA SANCHEZ, Interim City Clerk

BY: ____________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

Partnership - signature of a partner required Sole
Proprietorship - signature of proprietor
required
DocuSign Envelope ID: C68E93F3-AACC-4916-969F-E94E8F103275 Muni Services, LLC
Paul Colangelo CEO
Carl Kumpf CFO
13-3528885
1/12/2022
#3..
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City of Modesto,
California

PROPOSAL FOR

UTILITY USER TAX & FRANCHISE FEE

COMPLIANCE AUDIT SERVICES
WWW.AVENUINSIGHTS.COM
December 09, 2021
Submitted By:

MuniServices, LLC
Attn: Tanmin Rima, Client Success Manager
1264 Hawks Flight Court, #270
El Dorado Hills, CA 95762
Phone: (669) 204-9539
DocuSign Envelope ID: C68E93F3-AACC-4916-969F-E94E8F103275 #3..
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UTILITY USER TAX & FRANCHISE FEE

COMPLIANCE AUDIT SERVICES
S
2 Table of Contents
COVER LETTER .................................................................................................................................................................................. 3 QUALIFICATIONS AND EXPERIENCE .......................................................................................................................................................................4 PROJECT TEAM.................................................................................................................................................................................................5

1. SCOPE OF WORK..................................................................................................................................................................................6

2. COST PROPOSAL ................................................................................................................................................................................10 Utility User Tax and Franchise Fee Audit Services .................................................................................................................................10 DocuSign Envelope ID: C68E93F3-AACC-4916-969F-E94E8F103275 #3..
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UTILITY USER TAX & FRANCHISE FEE

COMPLIANCE AUDIT SERVICES
S
3 Cover Letter
December 09, 2021
DeAnna Christensen
Director of Finance
1010 10th Street Modesto
CA 95354
Subject: Proposal for Utility User Tax & Franchise Fee Compliance Audit Services Dear Deanna,
MuniServices, LLC (“MuniServices”) is pleased to submit this proposal to the City of Modesto (“the City”) for Utility User Tax & Franchise Fee Compliance Audit Services. We welcome the opportunity to partner with the City to maximize Utility User Tax & Franchise Fee revenues to ensure ongoing funding for critical community services.

MuniServices offers the City of Modesto the following:
► Experience: We are a full-service provider and leader of revenue enhancement services with over 40 years of history providing similar services to more than 900 local governments nationwide. ► Public Sector Expertise. MuniServices has a team of 150 experts: CPAs, Certified Revenue Examiners (CREs), Certified Tax Examiners (CTEs), and Auditing Managers that are solely focused on the public sector and they truly understand the challenges cities and counties face.

At MuniServices, we are proud of the strong partnerships we have developed with government staff across the nation. All services proposed will be performed by full-time MuniServices managers and specialists with years of experience in providing administration, compliance, and auditing services to other local government clients throughout the nation. No subcontractors are required or proposed.

Our priority is to provide the City of Modesto with the highest level of customer service. We are providing Tanmin Rima, MuniServices’ Client Success Manager as the City’s point of contact. Should the City have any question or concerns, please feel free to contact her by phone at 669.204.9539.

Thank you,
Carl Kumpf
Chief Financial Officer
MuniServices, LLC
DocuSign Envelope ID: C68E93F3-AACC-4916-969F-E94E8F103275 #3..
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UTILITY USER TAX & FRANCHISE FEE

COMPLIANCE AUDIT SERVICES
S
4 Qualifications and Experience
MuniServices has a distinguished team of tax and license audit experts who are ready to support the City of Modesto with these services. Our 40-year history of providing these services has resulted in a cohesive team of highly qualified and highly experienced personnel who actively provide these same services in support of our local government clients throughout the nation. Our experts will assist the City in pinpointing compliance issues, provide detailed reporting, and recover lost taxes on the City’s behalf. As detailed below, MuniServices has a dedicated team whose region-specific expertise has resulted in the discovery of millions in underreported taxes. Our team is comprised of our most long-tenured staff who have proven expertise in tax and license audit services.

As we have demonstrated earlier in this proposal, with a client base that spans the entire nation, MuniServices has the experience and capabilities necessary to support the City. Our national footprint, team of experts, decades of experience in providing these same services, and approach and methodologies that have been continuously refined since our founding, demonstrates to the City that MuniServices has the capabilities and resources needed to ensure the City is successful with this relationship.

Figure 1 - With Red dots representing MuniServices' offices, and Blue dots representing clients, MuniServices has extensive national footprint DocuSign Envelope ID: C68E93F3-AACC-4916-969F-E94E8F103275 #3..
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UTILITY USER TAX & FRANCHISE FEE

COMPLIANCE AUDIT SERVICES
S
5 Project Team
MuniServices is proposing a cohesive and highly qualified project team to the City of Modesto. This team has several years of experience working together on several large and highly complex projects. These individuals have held key positions in the growth MuniServices has seen in providing these services. These individuals are adept at business-friendly approaches that focuses on taxpayer education that will improve future compliance.

Additionally, these individuals have a clear understanding of public sector collection practices. The individuals that comprise this project team will provide professional, responsive, and courteous customer services to all City taxpayers affected in any way by the processes proposed. They have several years of direct experience in promoting voluntary compliance.

Jonathan Gerth, Vice President Audit. Jonathan manages our Audit Division and will have overall responsibility for implementation and successful completion of the auditing services for this contract. Jonathan has extensive professional experience in legal, business and accounting environments, including advanced federal, state, and local governmental functions and tax compliance. He began his career as a tax attorney and appeals officer for the Internal Revenue Service’s Division of Chief Counsel and Compliance in Dallas, Texas. Jonathan has held a wide variety of legal roles in our audit department consisting of legal tax support and strategic analysis on compliance audits, tax controversy and advocacy, regulatory compliance initiatives, reforms in audit, assessment and collection practices, and intensive litigation support.

Christopher W. Wills, CRE, Audit Manager.

Chris oversees audit operations for national Utility Tax clients in addition to a team of tax examiners that specialize in all other tax types Chris has been with our Birmingham office since 2008 and is an auditing professional with extensive knowledge of sales tax, consumer’s use tax, utility license taxes, franchise fees, testing methodology, and evaluation of company internal controls, Chris has built a wide array of resources and knowledge specific to each industry, which has been pivotal in developing audit issues for our clients. Some of Chris’s franchise fee audit clients include Las Vegas NV, Palm Springs CA, Arlington TX, Tulsa, OK, Oklahoma City OK, Ft. Lauderdale FL, Atlanta, GA, Sandy Springs GA, and Houston, TX. Education: Bachelor of Science in Accounting from Jacksonville State University. Certified Revenue Examiner.

Emily Pike, UUT Auditor - Emily preforms audits for many of our national Franchise Fee/Utility Tax clients. Emily has been with our Birmingham office since 2018 and has developed a specialty practice within the company working on Franchise Fee/Utility Users’ Tax engagements. The franchise and utility audits span industries such as telecommunications, cable, electricity, solid waste, and natural gas. An auditing professional with extensive knowledge of sales tax, consumer’s use tax, utility users’ taxes, franchise fees, testing methodology, and evaluation of company internal controls, Emily has built a wide array of resources and knowledge specific to each industry, which has been pivotal in delivering audit results for our clients. Education: Bachelor of Science in Accounting from the University of Alabama in Birmingham (2018); Law Degree (J.D.) from Thomas Goode Jones School of Law (2020-2024).

Tanmin Rima, Client Success Manager. Tanmin has over 14 years of experience in business development and relationship management across multiple verticals, among them, banking and insurance, telco, and healthcare.

She is client focused and ensures her clients’ needs are always her priority. She has a track record of success in her previous roles driving large transactions for complex markets. She ensures client satisfaction with all MuniServices products and services. She has an MBA in finance and leverages her solid operational and accounting/finance backgrounds to proactively drive results for her clients. Her primary goal is to find creative ways to enhance city revenues and maximize cost saving solutions for her clients.

DocuSign Envelope ID: C68E93F3-AACC-4916-969F-E94E8F103275 #3..
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UTILITY USER TAX & FRANCHISE FEE

COMPLIANCE AUDIT SERVICES
S
6 1. SCOPE OF WORK
MuniServices conducts audits to verify the proper fees are collected from electric, natural gas, cable, and waste hauler companies. We began offering franchise fee and utility tax audit services in1990, and presently provide these services to over 70 local government clients. These audits have generated millions of dollars in additional franchise fee revenue for cities as well as future revenue due to increased compliance.

We have performed hundreds of franchise fee audits for cities large and small in states including California, Delaware, Georgia, Indiana, Louisiana, Nevada, Oklahoma, Oregon, Pennsylvania, Texas, and Washington. As part of these audits, MuniServices has reviewed records of numerous utilities ranging from national companies such as Comcast and Waste Management to regional providers land Southern California Edison.

Utility Users Tax Compliance Auditing
MuniServices’ Utility Users Tax (UUT) compliance auditing team reviews more than 70 percent of UUT revenues in California. To date, this service has recovered more than $300 million. We monitor the activities of utility providers of gas, electricity, and telecommunications, (wired, wireless and Prepaid Wireless) as well as streaming providers like Netflix and Amazon Prime.

We accomplish this through our team of analysts, auditors, attorneys, and project managers who analyze, manage, and protect UUT revenues. Our discovery methods and enforcement tools assure that utilities comply with tax regulations and remit the correct amounts, whether they are for natural gas, electricity, or telecommunications and video utilities. We further protect future revenue by remaining current on pendi.ng legislation, new technologies and recommending ordinance changes. Any statutory requirement for third-party review of UUT payments is met through MuniServices.

UUT Compliance Program
The UUT Compliance Program’s services will protect the City’s existing UUT revenues from erosion due to new legislation, new technologies, outdated ordinance language and inaccurate information, focusing on these areas:
► Compliance
► Administrative
► Legislative Review and Implementation Strategy
► Ordinance Review, Administrative Rulings, and Tax Inquiries City Specific Compliance Reviews
At City’s option, MuniServices will offer “City-Specific” compliance audits on a performance fee, if the UUT fixed fee monitoring activities would suggest there is a reasonable need to do so.

After receiving city approval of audit leads, we will contact those utilities and initiate compliance audits . In preparing for and conducting its review of each utility, MuniServices will employ the following procedures:
► Obtain a letter of authorization from the City, and any correspondence with the providers, and a history of utility users’ tax payments.

DocuSign Envelope ID: C68E93F3-AACC-4916-969F-E94E8F103275 #3..
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UTILITY USER TAX & FRANCHISE FEE

COMPLIANCE AUDIT SERVICES
S
7 ► Obtain and review available documents, reports, work papers, and any prior reports prepared by the internal or external auditors, which concern the computation or methodologies for computing the utility users’ tax paid.
► Review all ordinances and governing regulations relating to the utility users’ tax to ensure compliance with all Federal, State and Local laws, and correspondence relating to the City’s utility users’ taxes [Note:

MuniServices cannot offer official legal advice to the City.]. ► Submit a Request for Information to each utility to obtain the information needed to complete our review and negotiate any necessary confidentiality and non-disclosure agreement related to the audit. ► Review the work papers and supporting documentation used in the computation of the utility users’ tax payments.
► Review and analyze each utility’s general ledger and financial statements. Compare and analyze the data for reasonableness, completeness, and accuracy as related to the utility users’ taxes. ► Identify any revenues excluded from the utility users’ tax calculation. ► Review and analyze all the utility’s revenue accounts in detail to:
a. Determine revenues that are to be included or excluded from the utility users’ tax computations.
b. Review the revenues excluded from the computations, if any, and c. Determine if they are permitted by the City’s ordinance, or relevant state law. ► Review the process used to compute utility users’ taxes on allocated and bundled revenue for telecommunications and video services.
► Review the process used by gas and electric services to apply various service and governmental credits.
► Evaluate the utility’s treatment of natural gas, electricity or other utility services consumed by the utility provider within its facilities located within the City’s jurisdiction, if applicable. ► Analyze the number of customers reported in the City’s jurisdiction by rate classification and obtain and review the utility’s procedures to code new customers to the proper jurisdictions and the procedures used to address annexations.
► Obtain and review the list of exempted customers, if any, from the utility users’ tax collection. ► Compare customer address data for each utility with address data to be provided by the City to determine whether any residents and businesses currently within the boundaries of the City have been or are being serviced/invoiced without remittance of the appropriate tax or payment to the City. ► Sample test the utility’s billings for completeness and accuracy of utility users’ tax from customers.

To select the sample MuniServices:
a. Reviews the utility’s payment history for varying payments and seasonal influences. b. Requests and reviews the list of service charges from the utility. c. Selects approximately 40-50 invoices from various months with differing charges to represent the array of customer charges.
► Compare the utility’s payments, exclusions, and other computations as related to the City’s ordinance. Compare the actual payments made to the City for timeliness and accuracy.

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UTILITY USER TAX & FRANCHISE FEE

COMPLIANCE AUDIT SERVICES
S
8 Reports/Deliverables
Throughout the course of the engagement, we will produce monthly, or periodic, reports documenting our efforts to date. The reports will include the following:

1. Accomplishments to date.

2. Next-step options and timeline for completion.

3. Open items needing attention, with identification of the responsible party.

4. Updates on issues requiring City attention.

5. Reviews of findings with utility and the utility’s position on the findings. Findings will include electronic format data of all exceptions in formats required by utilities.

6. Prepared written reports with findings, for City approval, that describe and explain the results of our review identifying residents and businesses that, for whatever reason, are not paying the appropriate level of utility users’ taxes, potential additional monies due to the City based upon erroneous interpretations or applications of governing reporting regulations, and any applicable penalties and interest.

7. Issues the written reports and billing letters for the utility users’ tax audit.

MuniServices will continue to assist the City with utility disagreements and appeals, until the audit is closed and paid.

Franchise Fee Tax Compliance Auditing
Pre-Audit Planning
To initiate the project, we will schedule an introductory meeting with designated City management, to:
► Identify the population of franchises to be considered for examination ► Obtain copies of the ordinances and agreements governing each franchise ► Review with the City any known compliance issues or previous compliance activity, and any other factors, for example, any recent boundary changes, annexations, or rate changes, that might impact compliance
► Identify relevant payment records available from the City Schedule and Complete Audit Engagements
Based on the list of approved engagements, we will proceed to contact those franchises for which the City has approved audits. In preparing for and conducting its review of each franchise, MuniServices will employ the following procedures:
► Obtain a letter of authorization from the City, copies of franchise agreements and any correspondence with the providers, and a history of franchise payments. ► Obtain and review available documents, reports, work papers, and any prior reports prepared by the internal or external auditors, which concern the computation or methodologies for computing the franchise fee paid.
► Review franchise agreements and all ordinances and governing regulations relating to taxes to ensure compliance with all Federal, State and Local laws, and correspondence relating to the City’s franchise fees. [Note:MuniServices cannot offer official legal advice to the City.] DocuSign Envelope ID: C68E93F3-AACC-4916-969F-E94E8F103275 #3..
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9 UTILITY USER TAX & FRANCHISE FEE

COMPLIANCE AUDIT SERVICES
RFP No.: 1086-19-
► Submit a Request for Information to each franchise to obtain the information needed to complete our review and negotiate any necessary confidentiality and non-disclosure agreement related to the audit. ► Review the work papers and supporting documentation used in the computation of the franchise fee payments.
► Review and analyze each franchise’s general ledger and financial statements. Compare and analyze the data for reasonableness, completeness, and accuracy as related to the franchise fee. ► Identify any revenues excluded from the franchise fee calculation. ► Review and analyze all the franchise’s revenue accounts in detail to: determine revenues that are to be included or excluded from the franchise fee computations; review the revenues excluded from the computations, if any, and determine if they are permitted by the City’s franchise agreement, or relevant state law.
► Obtain and review the list of exempted customers, if any, from the franchise fee computation. ► Sample test the franchise’s billings for completeness and accuracy of franchise fee from customers and verify that all monies collected are submitted to the City. ► Compare the franchise’s payments, exclusions, and other computations as related to the franchise agreement, or relevant state law. Compare the actual payments made to the City for timeliness and accuracy.

Reports/Deliverables
Throughout the course of the engagement, we will produce monthly, or periodic, reports documenting our efforts and summary of findings to date. The reports will include the following:
► Findings to date
► Next-step options and timeline for completion.
► Open items needing attention, with identification of the responsible party. ► Updates on issues requiring City attention.
► Reviews of findings with Franchisee and the Franchisee’s position on the findings. Findings will include Electronic format data of all exceptions in formats required by franchises. ► Prepared written reports with findings that describe and explain the results of our review identifying residents and businesses that, for whatever reason, are not paying the appropriate level of taxes, potential additional monies due to the City based upon erroneous interpretations or applications of governing reporting regulations, and any applicable penalties and interest.

MuniServices will schedule a final presentation of these findings with the City.

Implementation
► Provide all necessary schedules and supporting documents to assist the City in collecting underpaid franchise fees.
► Assist in procuring, negotiating, and/or preparing any necessary closing agreements requested to conclude the audit and solidify past due amounts and remedial practices for future reporting, if applicable.

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10 UTILITY USER TAX & FRANCHISE FEE

COMPLIANCE AUDIT SERVICES
RFP No.: 1086-19-

2. COST PROPOSAL
Utility User Tax and Franchise Fee Audit Services
MuniServices is pleased to provide to the City of Millbrae the services outlined in our proposal for the following costs:

Service Cost
Utility User Tax Compliance
Audit
30% of the additional revenue collected by the City as the result of our services.

Franchise Fee Compliance
Audit
30% of the additional revenue collected by the City as the result of our services.

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INFO CONTRACT NUMBER PROJECT NUMBER PROJECT NAME DEPARTMENT NAME PROJECT STATUS = e Consultant Services Finance
General Liability
Manual Entry
01/24/2021 — 01/24/2022
Policy: 83 UUN AA6800
Insurer: Hartford Insurance Company
Automobile Liability
Manual Entry
01/24/2021 — 01/24/2022
Policy: 83 UUN AA6800
Insurer: Trumbull Insurance Company
Excess
Manual Entry
01/24/2021 — 01/24/2022
Policy: 83 RHU AA6623
Insurer: Hartford Casualty Insurance Company
Workers Compensation
Manual Entry
01/24/2021 — 01/24/2022
Policy: 83 WE AE7C2X
Insurer: Hartford Casualty Insurance Company
Professional/Liability
Manual Entry
01/24/2021 — 01/24/2022
Policy: LCY787106
Insurer: Landmark American Insurance Company
Requirements Notes: 
approved CariM 03/9/2020
Approved 2/18/21 KLay
e MuniServices, LLC
Overall Status: APPROVED

APPROVED 
Required Policies

Each Occurrence: $1,000,000
Fire Damage (any one fire): $300,000
Med.exp (any one person): $10,000
Personal/adv Injury: $1,000,000
General (Aggregate): $2,000,000
Products-comp/op Agg: $2,000,000
APPROVED 
Combined Single Limit (Ea Accident): $1,000,000
Bodily Injury (Per Person): $
Bodily Injury (Per Accident): $
Property: $
APPROVED 
Limit: $10,000,000
APPROVED 
E.L. Each Accident: $1,000,000
E.L. Disease - Ea Employee: $1,000,000
E.L. Disease - Policy Limit: $1,000,000
APPROVED 
Limit: $5,000,000
APPROVED 
Required Documents 
User Uploaded Documents 
Help
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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement:

Vendor Name: Division:

Contact Person: Extension:

Attorney Reviewer Name:

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

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

MUNISERVICES, LLC
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AMENDMENT NO. 3 TO STANDARD AGREEMENT FOR CONSULTANT SERVICES

BETWEEN THE CITY OF MODESTO AND MUNISERVICES, LLC
THIS CONTRACT AMENDMENT No. 3 (“Amendment No. 3”) is entered into between City of Modesto (“City”) and MuniServices, LLC (“MuniServices”), (each individually a “Party” and collectively the “Parties”).

The City and MuniServices agree as follows:

WHEREAS, the City and MuniServices, entered into a Standard Agreement for Consultant Services on or about January 14, 2020, (“Agreement”) to perform, among other things, Sales and Use Tax Audit, Analysis and Reporting Services (“Services”); WHEREAS, the under Section 2. TERM OF AGREEMENT, the term of the Contract shall be for a period of two (2) years, with three (3) one-year extension options at the sole discretion of the City, for a total of five (5) years (“Term”);
WHEREAS, on or about September 20, 2021, the City exercised the option to utilize the first one-year renewal option, effective January 14, 2022 through January 13, 2023; WHEREAS, the City seeks to exercise the option to utilize the second one-year renewal option, effective January 14, 2023 through January 13, 2024; WHEREAS, the Pricing Schedule of the Agreement currently does not include annual CPI Adjustment language to reflect the increased costs of Services; WHEREAS, the Parties seek to amend the Pricing Schedule of the Agreement to add CPI Adjustment language to reflect the increased costs of Services; WHEREAS, the Parties further seek to amend the Pricing Schedule of the Agreement for Business License Administration;
WHERAS, on or about November 2022, the Measure H Transaction and Use Tax was passed by the City of Modesto, which shall become effective on or about April 1, 2023 (“District Tax”);
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WHEREAS, the California Department of Tax and Fee Administration (collectively, or in the alternative, the “Agency” formerly known as, the State Board of Equalization) has taken the position that general references to “sales and use tax” in an agreement that authorizes access to tax records held by the Authority are insufficient to allow access to information relating the collection of the District Tax by the Agency;
WHEREAS, the City and MuniServices, without conceding the correctness of the Agency’s interpretation, deem it prudent to comply with the interpretation by amending the Agreement to specifically refer to the District Tax; and WHEREAS, section 7056 of the California Revenue and Taxation Code imposes conditions on the access to information related to the collection of sales, transaction, and use tax by the Agency.

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein and to satisfy the requirements of section 7056, the Parties hereby agree to amend the Agreement as follows:

1. This Amendment No. 3 is effective as of January 13, 2023 (“Effective Date of Amendment No. 3”).

2. The City exercises the option to utilize the second one-year renewal option to renew the Term of the Agreement, effective January 14, 2023 through January 13, 2024.

3. The Pricing Schedule of the Agreement is amended to include the following:

The pricing associated with the following Services: Sales Tax Analysis and Reporting (Clearview), Transient Occupancy Tax (Phase I and Phase II), and Business License Tax – Business License Administration is adjusted annually at the beginning of each Term of the Agreement by five percent (5%).

4. The Pricing Schedule of the Agreement for Business License Administration is amended as follows:

Business License Administration
Avenu/Muniservices’ compensation is $16 per license processed.

Business License
Tax
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5. The Agreement is amended to comply with state California Department of Tax and Fee Administration requirements to include the following:

Access to Transactions Tax, Sales Tax, and Use Tax Records “MuniServices qualifies under Section 7056 of the Revenue and Taxation Code to review (Bradley-Burns) confidential taxpayer information and documentation before the State Board of Equalization (“BOE”) or its successor agency, the Department of Tax and Fee Administration (collectively, or in the alternative, the “Agency”). MuniServices is hereby authorized by this Agreement to examine transactions tax, sales tax and use tax records of the Agency, including but not limited to the transactions and use tax that becomes effective on or about April 1, 2023 known as the Measure H Transaction and Use Tax pertaining to the ascertainment of those sales or transactions and use taxes to be collected for the City.

MuniServices is required to disclose information contained in, or derived from, those transactions, sales and use tax records only to an officer or employee of the City who is authorized by resolution or designated by the City Manager to examine the information.

MuniServices is prohibited from performing consulting services for a retailer during the term of this Agreement.

MuniServices is prohibited from retaining the information contained in, or derived from, those transactions, sales and use tax records, after this Agreement has expired.”

6. The City and MuniServices agree that although the scope of work generically refers to “sales and use tax” those references are meant to include “sales, transactions, and use tax” as part of the scope of work, including but not limited to any transactions and use taxes adopted after the effective date of the Agreement.

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7. The Parties agree that the Agreement is applicable to all Sales, Transactions and Use Tax Ordinances currently enacted in the City and which may become enacted while the Agreement is in effect.

8. The Parties agree that Resolution No. 2022-475 attached hereto as Exhibit A to this Amendment No. 3 was passed and adopted by the City Council of the City of Modesto on or about 13 Dec. 2022.

9. Except as herein modified, all other provisions of the Agreement, including any exhibits and subsequent amendments thereto, shall remain in full force and effect.

IN WITNESS WHEREOF, the Parties have caused this Amendment No. 3 to be executed by their duly authorized representatives as of the date set forth below.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this First Amendment No. 3 in duplicate by its City Manager and attestation by its City Clerk on the ________ day of _________________, 2023, and MuniServices, LLC, Inc. has caused this Third Amendment to be duly executed in duplicate as of the Effective Date.

DocuSign Envelope ID: FEB187BE-5C2A-4E75-A2C4-53DD75D9DB79 27th February
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________

BY: ____________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

BY: ____________________________
JOE F. RODRIGUEZ, Risk Manager
Federal ID # ___________
DocuSign Envelope ID: FEB187BE-5C2A-4E75-A2C4-53DD75D9DB79

MUNISERVICES, LLC
Carl Kumpf CFO
13-3528885
1/27/2023
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12/13/2022/CAO/JSanchez/Item 6 1 2022-475

EXHIBIT A

MODESTO CITY COUNCIL
RESOLUTION NO. 2022-475

RESOLUTION OF THE CITY COUNCIL OF THE CITY OF MODESTO,

AUTHORIZING THE EXAMINATION OF SALES OR TRANSACTIONS AND

USE TAX RECORDS
WHEREAS, pursuant to Ordinance No. 3746-C.S. and Resolution Number No. 2022-474 of the City of Modesto (City), and Revenue and Taxation Code section 7270, the District entered into a contract with the California Department of Tax and Fee Administration (Department) to perform all functions incident to the administration and collection of transactions and use taxes; and
WHEREAS, the Board of the District deems it desirable and necessary for authorized officers, employees and representatives of the District to examine confidential sales or transactions and use tax records of the Department pertaining to transactions and use taxes collected by the Department for the District pursuant to that contract; and WHEREAS, Section 7056 of the California Revenue and Taxation Code sets forth certain requirements and conditions for the disclosure of Department records, and Section 7056.5 of the California Revenue and Taxation Code establishes criminal penalties for the unlawful disclosure of information contained in, or derived from, the sales or transactions and use tax records of the Department;

NOW, THEREFORE, THE CITY COUNCIL OF CITY OF MODESTO
HEREBY RESOLVES AS FOLLOWS:

Section 1. That the Director of Finance, Revenue Collection and Compliance Manager, Accounting Manager and Senior Financial Analyst or other officer or employee of the City designated in writing by the City Manager to the California Department of Tax and Fee Administration is hereby appointed to represent the District with authority to DocuSign Envelope ID: FEB187BE-5C2A-4E75-A2C4-53DD75D9DB79 #3..
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12/13/2022/CAO/JSanchez/Item 6 2 2022-475
examine sales or transactions and use tax records of the Department pertaining to transactions and use taxes collected for the District by the Department pursuant to the contract between the District and the Department.

Section 2. The information obtained by examination of Department records shall be used only for purposes related to the collection of District transactions and use taxes by the Department pursuant to that contract.

Section 3. That MuniServices LLC is hereby designated to examine the sales or transactions and use tax records of the Department pertaining to transactions and use taxes collected for the District by the Department. The person or entity designated by this section meets all of the following conditions, which are also included in the contract between the District and the MuniServices LLC:
a) has an existing contract with the District to examine those sales or transactions and use tax records;
b) is required by that contract to disclose information contained in, or derived from, those sales or transactions and use tax records only to the officer or employee authorized under Section 1 of this resolution to examine the information. c) is prohibited by that contract from performing consulting services for a retailer during the term of that contract;
d) is prohibited by that contract from retaining the information contained in, or derived from those sales or transactions and use tax records, after that contract has expired.

BE IT FURTHER RESOLVED that the information obtained by examination of Department records shall be used only for purposes related to the collection of District DocuSign Envelope ID: FEB187BE-5C2A-4E75-A2C4-53DD75D9DB79 #3..
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12/13/2022/CAO/JSanchez/Item 6 3 2022-475
transactions and use taxes by the Department pursuant to the contract between the District and the Department.

Section 4. That MuniServices LLC is hereby designated to examine the sales or transactions and use tax records of the Department pertaining to any petition or appeal for the reallocation/redistribtuion of sales or transactions and use taxes that was filed by MuniServices LLC on behalf of the District pursuant to the contract between the MuniServices LLC and District. The person or entity designated by this section meets all of the following conditions, which are also included in the contract between the District and the MuniServices LLC:
a) has an existing contract with the District to examine those sales or transactions and use tax records;
b) is required by that contract to disclose information contained in, or derived from, those sales or transactions and use tax records only to the officer or employee authorized under Section 1 of this resolution to examine the information. c) is prohibited by that contract from performing consulting services for a retailer during the term of that contract;
d) is prohibited by that contract from retaining the information contained in, or derived from those sales or transactions and use tax records, after that contract has expired.

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12/13/2022/CAO/JSanchez/Item 6 4 2022-475
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 13th day of December, 2022, by Councilmember Wright, who moved its adoption, which motion being duly seconded by Councilmember Alvarez, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers: Alvarez, Bavaro, Escutia-Braaton, Ricci, Williams, Wright, Mayor Zwahlen
NOES:

ABSENT:

Councilmembers:

None
(SEAL)
None
ORM:

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AMENDMENT 4 TO CONTRACT BETWEEN
City of Modesto AND MuniServices, LLC
THIS CONTRACT AMENDMENT No. 4 (“Amendment No. 4”) is entered into between City of Modesto, a government entity in the State of California (“City”) and MuniServices, LLC, a Delaware limited liability company (“MuniServices”), (collectively the “Parties”).

The City and MuniServices agree as follows:

NOW THEREFORE, in consideration of the promises and mutual covenants contained herein, the Parties hereby agree to amend the Agreement as follows:

1. This Amendment No. 4 is effective as of January 14, 2024 (“Effective Date of Amendment No. 4”).

2. The Term of the Agreement is renewed for the third and final one (1) year term through January 13, 2025.

3. All other terms and conditions of the Agreement, except as modified by this Amendment No. 4, shall remain in full force and effect.

SIGNATURE PAGE TO FOLLOW
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IN WITNESS WHEREOF, the undersigned authorized representatives of MuniServices and City have executed this Amendment No. 4.

MuniServices, LLC
By: \signature1\ Name: James Barkman
Title: Chief Financial Officer
Date: \date1\
City of Modesto
By: \signature2\ Name: \fullname2\ Title: \title2\ Date: \date2\ DocuSign Envelope ID: 30389703-BB48-43D0-AA05-128EAE6016BD ATTEST:
(Seal)
BY: ____________________________

DIANE NAYARES-PEREZ, CMC,
City Clerk
12/22/2023 12/22/2023
Joseph P. Lopez
City Manager
12/22/2023
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 23, 2024
Date: August 30, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Engineering Services Agreement with West Yost Associates for 2025 Water System Risk and Resiliency Assessment and Emergency Response Plan Updates CONTACT: Miguel Alvarez, Associate Engineer, [email protected], 209-577-5348 DESCRIPTION:

Consider an Engineering Services Agreement with West Yost Associates, Sacramento, CA, for the 2025 Water System Risk and Resiliency Assessment and Emergency Response Plan updates for a total amount not to exceed $146,225 and forwarding to Council for approval. (Funding Source: Water Fund)
STRATEGIC PLAN ELEMENT:

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

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

BACKGROUND:

In October of 2018, the America’s Water Infrastructure Act (AWIA) was signed into law which requires utilities to conduct Risk and Resilience Assessments (RRAs) to assess the risks to, and resilience of, their water systems and to prepare or revise an Emergency Response Plan (ERP) every five years.

In March of 2020 and April of 2021, the City’s Water System RRA and ERP were completed, respectively, and certified as compliant with the United States Environmental Protection Agency (EPA) requirements. The 2021 ERP updated the City’s 2009 document. The due date for the upcoming 2025 Water System RRA and ERP updates are March 31, 2025, and September 30, 2025, respectively.

The City’s water system consists of a large contiguous system that serves the City of Modesto incorporated area, parts of the City of Ceres, the unincorporated communities of Salida and #4..
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Finance Committee, September 23, 2024
Engineering Services Agreement with West Yost Associates for 2025 Water System Risk and Resiliency Assessment and Emergency Response Plan Updates

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Empire, some County pocket areas, and the Beard Industrial area. The City also owns and operates six non-contiguous water systems that include three systems within the City of Turlock and three unincorporated areas of the County (Del Rio, Grayson, and Walnut Manor). The City’s 2016 Water System Master Plan1 an overview of the City’s service area(s) and the water system facilities. The City’s contiguous water system is supplied with treated surface water sourced by Modesto Irrigation District from Lake Don Pedro and the City’s groundwater extraction wells. The City’s six, small, non-contiguous water systems are supplied solely with groundwater. All seven water systems are included in the City’s RRA and ERP. The City serves approximately 265,000 customers through approximately 76,000 service connections.

An RRA that is up to date keeps key City staff informed of the risks to its water system and assesses the level of resiliency in its ability to provide safe and reliable potable water to its customers. An updated ERP provides a framework and process for the City’s management and system operators to respond to emergencies (natural disasters and human-made threats) of varying degrees with the core goals of protecting the water system and maintaining it’s essential operations to deliver potable water under various circumstances. Having a safe and reliable water system is a core function of a city’s successful operation.

DISCUSSION:

As part of the requirements identified under the America’s Water Infrastructure Act of 2018, Title II – Drinking Water System Improvement, Section 2013 - Community Water System Risk and Resilience, the RRA and ERP shall be reviewed, revised, and certified every five years.

In accordance with Administrative Directive 3.1, Selection Procedures for Professional Consultants who Provide Architectural and Engineering Services for Capital Projects, a request for Qualifications and Proposals (RFQ/P) was formally advertised through Planet Bids on May 22, 2024. Three (3) Statements of Qualifications/Proposals were received.

After careful review of the Statements of Qualifications/Proposals by a City-staffed selection committee, West Yost Associates of Sacramento, CA was selected as the most qualified to provide consulting services.

In accordance with Modesto Municipal Code 8-3.204(a) Exceptions to Formal Bidding Requirements, Agreements for Professional Services are exempt from the bidding requirements of Modesto Municipal Code 8-3.203 if competitive quotations or proposals have been sought informally from at least three (3) qualified entities. However, staff proceeded with the RFP/Q process pursuant to Administrative Directive 3.1 and three (3) proposals were received as part of this solicitation. Staff recommends approval of an Engineering Services Agreement with West Yost Associates, of Sacramento, CA for the 2025 Water System Risk and Resiliency Assessment and Emergency Response Plan Updates.

FISCAL IMPACT:

Expenses associated with this effort will be housed in the following Non-Capital Improvement Project:
1 https://modestogov.com/847/Water-Plans-Reports
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Finance Committee, September 23, 2024
Engineering Services Agreement with West Yost Associates for 2025 Water System Risk and Resiliency Assessment and Emergency Response Plan Updates

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101597 - Water ERP Update
Anticipated Project Expenditures:

Engineering Services Agreement - West Yost $132,932
10% Additional Services (if needed) $13,293
Total Consultant Agreement $146,225
Engineering/Design/Administration – City Staff Time $35,000 Grand Total $181,225
CEQA/NEPA REQUIREMENTS:

The approval of this agreement does not constitute a Project for the purposes of the California Environmental Quality Act.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Engineering Services Agreement with West Yost Associates, of Sacramento, CA for the 2025 Water System Risk and Resiliency Assessment and the Emergency Response Plan updates, in the amount of $132,932, plus $13,293 in additional services, if needed, for a total amount not to exceed $146,225; and forwarding to Council for approval.

Motion recommending an amendment to the Fiscal Year 2024-25 Multi-Year Program Budget in the amount of $161,000 from Water Fund Reserves to fund the 2025 Water System Risk and Resiliency Assessment and Emergency Response Plan updates and forwarding to Council for approval.

Approved by:

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

1. West Yost – Agreement & Exhibits
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ENGINEERING SERVICES AGREEMENT WITH WEST YOST ASSOCIATES FOR 2025 WATER SYSTEM RISK AND RESILIENCY ASSESSMENT AND EMERGENCY

RESPONSE PLAN UPDATES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this ______ day of_____________, 2024, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and WEST YOST ASSOCIATES, a California corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that Engineering Services are necessary for the 2025 Water System Risk and Resiliency Assessment and Emergency Response Plan Updates. Consultant represents that it is qualified, willing and able to provide the aforementioned services.

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

1. SCOPE OF SERVICES.

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

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and performed by Consultant, unless terminated earlier in accordance with the provisions of the #4..
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termination clause in this Agreement.

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

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed ONE HUNDRED THIRTY TWO THOUSAND NINE HUNDRED THIRTY TWO AND 00/100 DOLLARS ($132,932) (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A" attached hereto and for performance by Consultant of all of its duties and obligations under this Agreement, except that additional services may be compensated as described below.

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

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this project. #4..
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Additional services may be authorized by the City Manager in an amount up to, but not to exceed ten percent (10%) of the agreed maximum compensation, or THIRTEEN THOUSAND TWO HUNDRED NINETY THREE AND 00/100 DOLLARS ($13,293). In the event that additional services are deemed necessary, the Consultant shall provide a written request to the City Manager indicating the reason for additional work, scope and cost of such work. The City Manager shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the City Manager. In that event, the new total compensation shall not exceed ONE HUNDRED FORTY SIX THOUSAND TWO HUNDRED TWENTY FIVE AND 00/100 DOLLARS ($146,225). If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved by the City Council prior to commencing the work, as provided in Paragraph 9 of this agreement.

4. OBLIGATIONS OF CONSULTANT.

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

Consultant represents that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further represents that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project. In providing services under this Agreement, Consultant shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the #4..
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same or similar locality ("Standard of Care").”

5. PERFORMANCE BY KEY EMPLOYEE.

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

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, upon payment of all invoices due and owing to Consultant, and may be used by City as it may require without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City. City shall, to the fullest extent permitted by law, defend, indemnify, and hold harmless Consultant from and against any and all costs, expenses, fees, losses, claims, demands, liabilities, suits, actions, and damages whatsoever arising out of or resulting from such unauthorized reuse or distribution.

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

All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all #4..
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times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.

7. NEWS AND INFORMATION RELEASE.

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

8. INTEREST OF CONTRACTOR.

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

9. AMENDMENTS.

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

Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services. #4..
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10. INDEPENDENT CONTRACTOR.

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

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

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

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

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

Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.

If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and #4..
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control of Consultant. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the Consultant.

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

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

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

11. ASSIGNMENT.

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

12. PATENT/COPYRIGHT MATERIALS.

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

13. NOTICES.

Notice required by this Agreement shall be given in writing and shall be deemed given and effective upon receipt provided that such are delivered in accordance with the #4..
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provisions of this Section. Notices shall be delivered either by: (a) personal delivery (including delivery by an overnight courier service which obtains confirmation of receipt); or (b) by facsimile, provided that such transmission is followed by delivery by an overnight courier service which obtains confirmation of receipt; or (c) postage prepaid, return receipt requested, certified mail; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: West Yost Associates
Address: 100 Howe Avenue
Suite 1105
Sacramento, CA 95825
Attention: Bobby Vera, PE
Phone: (916) 306-2212
Email: [email protected]
FOR CITY: Name:

Address:

City of Modesto
1010 10th Street
Suite 4600
Modesto, CA 95354
Attention: Cristian Ciotau
Phone (209) 577-5260
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies. #4..
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In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice. The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled.
(a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000. (b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage.
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(d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

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

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

CONSULTANT shall provide CITY with separate endorsements evidencing proof of the CITY’s additional insured status as to both the general liability and #4..
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automobile liability insurance policies. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. All endorsements referenced above must include the applicable policy number.

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

15. TERMINATION OF AGREEMENT.

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

Termination byCity for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for #4..
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convenience and shall endeavor to provide the Consultant with consultation with the City prior to termination.

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

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.
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Authorization to Terminate Agreement
Termination of the Agreement may be invoked by the City Manager, or his/her designee, subject to the right of the Consultant to appeal the City Manager, or his/her designee’s, decision to the City Council. The Consultant shall appeal by notifying the City Clerk in writing within ten (10) calendar days of receipt of written notification from City of termination of the Agreement. In the event that termination of this Agreement is upheld by the City Council, any cessation of payment of delay claims, extended claims, Eichleay claims, or any other claims for delay shall be retroactive to the date of termination selected by the City Manager, or his/her designee.

16. CERTIFIED PAYROLL REQUIREMENT.

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

17. INDEMNITY.

The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, to the extent they are arising directly or indirectly out of any negligent, reckless, or willful misconduct of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement. The Parties also acknowledge that this Agreement is subject to California Civil Code 2782.8 as amended and effective January 1, 2018.

Consultant's obligation to defend, indemnify, and hold the City, its agents, #4..
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officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance.

18. DISPUTE RESOLUTION.

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

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

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

The “fast track’ rules of the American Arbitration Association shall apply #4..
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to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order depositions be taken and other discovery be made. Both City and Consultant shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.

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

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

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

Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and Consultant involving #4..
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the work of the subcontractor to be joined. Consultant’s failure to do so shall be a breach of this Agreement.

The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.

19. ENTIRE AGREEMENT.

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

20. PARTIAL INVALIDITY.

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

21. WAIVER.

The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing. #4..
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22. AUDIT.

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

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

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

Consultant shall comply with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Consultant shall comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

26. CITY BUSINESS LICENSE.

Consultant will have a City of Modesto business license. #4..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2024- _______, adopted by the Council of the City of Modesto on the _______ day of ____________, 2024, and WEST YOST ASSOCIATES has caused this agreement to be duly executed as of the Effective Date. #4..
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CITY OF MODESTO
Water System Emergency
Response Plan Update
JUNE 18, 2024
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100 Howe Avenue
Suite 110S
Sacramento, CA 95825
916.306.2250 phone
530.756.5991 fax
westyost.com
i
June 18, 2024
Jim Alves, PE
Senior Civil Engineer
City of Modesto
1010 Tenth Street, 6th Floor, City Clerk
Modesto, CA 95353
RE: Proposal in Response to RFP for Water System Emergency Response Plan Update Dear Jim:

Thank you for the opportunity submit this proposal to the City of Modesto (City) for its Water System Emergency Response Plan Update to comply with the U.S. Environmental Protection Agency’s (EPA’s) American Water Infrastructure Act (AWIA) regulations. In 2020, West Yost supported the City in the development of its cyber-Risk and Resilience Assessment (RRA), Risk and Resilience Management Strategies (RRMSs), and Emergency Response Plan (ERP). West Yost is excited for the opportunity to support the City on this important project and continue our longstanding relationship with the City, which began in 2002.

Our Proposed Team with Intimate Knowledge of the City’s Water Systems Our proposed team includes industry-leading professionals who are adept at navigating water system compliance complexities. Our team offers customized assessments that provide comprehensive insights and actionable recommendations to enhance the resilience, safety, and efficiency of the City’s water infrastructure. Our team also has intimate knowledge of the City’s water system through past projects, such as the City’s Water Master Plan and past AWIA Compliance Services.

Our team will be led by Project Manager Bobby Vera and Principal-in-Charge Elizabeth Drayer. Bobby will be the City’s primary point of contact and has supported several regional clients in completing their RRAs and ERPs. Bobby and Elizabeth have worked with the City on more than 25 water planning and design projects, including the City’s Water Master Plan.

Bobby and Elizabeth will be supported by our key team members.

Andrew Ohrt is a recognized, nationwide expert on water system resilience. His work includes supporting the American Water Works Association (AWWA) as a contractor and volunteer. In 2019, he led the project to update AWWA’s cybersecurity resources, which were widely used by utilities in their AWIA compliance efforts. Andrew volunteers his services on the J100 Standard Committee and is the Chair of the G430 Standard Committee. These AWWA standards provide many of the best practices for water sector resilience and security. Tara Mertz is an expert in governance and risk management in the public sector. She understands the intricate balance between risk mitigation and achieving organizational goals. Sarah Walsh has supported or led the completion and successful delivery of over 30 RRAs and ERPs.

She also volunteers as the Secretary for the AWWA Emergency Preparedness and Security committee.

West Yost’s Related Experience Summary, Knowledge of Compliance Requirements, and Proven Approach West Yost’s experience includes work on 37 RRAs, 36 ERPs, and more than 60 cyber RRAs. Our projects have served more than 11 million people, which includes providing AWIA support to the following California clients:
■ City of Modesto
■ City of Fairfield
■ City of Lincoln
■ City of Milpitas
■ City of Petaluma
■ City of Pleasanton
■ City of Vacaville
■ City of Vallejo
■ Dublin San Ramon
Services District
■ Santa Clara Valley
Water District
■ Stanislaus Regional
Water Authority
■ Woodland-Davis
Clean Water Agency
Submitting Organization
West Yost & Associates, Inc.

Authorized Representative
Elizabeth Drayer, PE
Point of Contact
Bobby Vera, PE
100 Howe Avenue, Suite 110S
Sacramento, CA 95825
916.306.2212 phone
[email protected]
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ii
Jim Alves, PE
June 18, 2024
RE: Water System Emergency Response Plan
From our experience, utilities that have rigorously applied the AWWA J100 Standard in development of their RRA pass the EPA audit. To support the City in complying with the EPA’s regulation, we recommend a full revision of the City’s RRA using the AWWA J100 Standard, as recommended in our proposed scope of work. Since the City last completed AWIA compliance activities, numerous things have changed, including:
■ Updates to AWWA standards, most prominently J100-21 and the associated Operational Guide. Updates to cybersecurity resources are expected in mid-2024. These updates change how the risks associated with specific threats and hazards are evaluated.
■ Changes to the EPA’s approach to ensuring AWIA compliance and consideration of climate change resilience. Specifically:
‒ The EPA is expected to exercise its audit authority under the Safe Drinking Water Act to confirm that AWIA compliance actions meet the associated requirements.
‒ The EPA has released an internal policy that all compliance actions should explicitly account for climate change resilience. ■ Changes to our operating environment. The industry’s understanding of the threats (e.g., cyber) and hazards (e.g., climate change) that are impacting utility operations are continuously evolving. ■ Changes to the City’s operations and staff. Organizations are continuously evolving as infrastructure investments are made, staff leave, new staff join, and customer demands change.

Our proven approach to developing RRAs and ERPs will provide the City the necessary time to meet EPA compliance timelines and combines master planning and systems analysis to support the City’s strategic vision. West Yost will help the City meet the EPA requirements and will help City staff elevate the management and operation of the City’s water system through this project.

West Yost agrees to be bound by the representations in our proposal during the term of the agreement, and our proposal is valid for 90 days. West Yost has successfully entered into agreements with the City in the past and is confident that should we be selected for the City’s project, we will be able to reach mutually agreeable terms. We have included requested modifications to the City’s sample agreement in Section 4 of our proposal for the City’s consideration. West Yost confirms receipt of Questions & Answers No 1.

West Yost is committed to providing a collaborative and responsive experience for a successful project outcome, and our team is available to begin work on this project. Please contact Bobby or Elizabeth if you have questions or need additional information.

Sincerely,

WEST YOST
Bobby Vera, PE Elizabeth Drayer, PE
Project Manager Principal-in-Charge/Vice President
916.306.2212 925.461.6793
[email protected] [email protected]
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City of Modesto | Water System Emergency Response Plan | June 18, 2024 iii

TABLE OF CONTENTS

SECTION PAGE

1. Project Understanding and Approach
Understanding and Approach 1-1
Scope of Services 1-2
Schedule 1-8
Hours Table 1-9

2. Qualifications of Consultant Staff 2-1

3. Experience of Firm 3-1

4. Standard Agreement and Financial Interest Disclosure Form 4-1

5. Cost Proposal Separate Sealed
Appendix A - Resumes A-1
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City of Modesto | Water System Emergency Response Plan | June 18, 2024 1-1 1 PROJECT UNDERSTANDING AND APPROACH
Project Understanding and Approach
America’s Water Infrastructure Act of 2018
The America’s Water Infrastructure Act of 2018 (AWIA)
was signed into law in October of 2018. Under this law, utilities are required to conduct or review risk and resilience assessments (RRAs) and prepare or revise emergency response plans (ERPs) every five years. Utilities must certify to the EPA that they have achieved these new requirements. The City must submit self-certification statements to the EPA certifying RRA and ERP compliance. Below are target dates for the City. ■ Water System ID: CA5010010
■ Population Served: 218,771*
■ RRA Compliance Date: March 31, 2025
■ ERP Compliance Date: September 30, 2025
*According to the U.S. EPA’s Safe Drinking Water Information System as of June 4, 2024.

Industry Standards
AWIA is not prescriptive on how regulatory compliance is achieved. However, West Yost uses the ecosystem of voluntary consensus standards and guidance documents developed
by the AWWA, with complimentary guidance from outside
the water utility industry. To address the wide range of topics covered within an RRA and ERP, we couple the resources and assessments the City has already invested in with the latest industry guidance, resources, and best practices. These include:
■ AWWA J100-21 – Risk Analysis and Management for
Critical Asset Protection Standard for Risk and Resilience Management of Water and Wastewater Systems (J100
Standard) and associated J100 Operational Guide.
■ AWWA Water Sector Cybersecurity Risk Management Tool
and Guidance.
■ AWWA G430-20 – Security Practices for Operation and
Management (G430 Standard).
■ AWWA G440-17 – Emergency Preparedness Practices
(G440 Standard).
■ AWWA M19 – Emergency Planning for Water and
Wastewater Utilities, 5th Edition.

These AWWA standards represent risk and resilience
management and emergency preparedness best practices
for the water sector. Following these standards demonstrates due diligence. In addition to the AWWA standards, we will consider standards from outside the water utility industry as needed to provide a more comprehensive review. These standards include, but are not limited to:
■ Idaho National Laboratory’s Cyber-Informed Engineering Implementation Guide.
■ AWWA G300-14 – Source Water Protection and
associated G300 Operational Guide (G300 Standard).
■ AWWA M71 – Climate Action Plans: Adaptive Strategies
for Utilities.
■ EPA’s Climate Resilience Evaluation and Awareness Tool (CREAT).

These standards are regularly updated. If a more recent version is available, the project team will use that version to support project delivery.

The EPA is conducting audits of AWIA compliance.

Utilities that rigorously applied the AWWA J100
Standard in development of their RRA have
successfully passed the EPA audit. Therefore, we
recommend a full revision of the City’s RRA using
the AWWA J100 Standard. Our scope reflects that
recommendation. To the extent possible, West Yost
will use historical and concurrent work to inform this
project and achieve compliance.
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Building on Prior AWIA Compliance
Work and Maintaining Continuity
of Service to the City
West Yost has an unparalleled understanding of the City’s water system through a long history of more than 65 projects involving treatment design, hydraulic modeling, and the development of the City’s Water Master Plan and Urban
Water Management Plan. In addition, West Yost supported the City’s prior AWIA compliance project in 2020. We
supported the City’s cyber-RRA, development of risk and resilience management strategies (RRMSs), and development of the ERP. With our extensive knowledge of the City’s
operations and prior AWIA compliance support, the West Yost team can best serve the City in building AWIA compliance.

What Has Changed
The RRA process is intended to be iterative. AWIA requires review, revision, and recertification of the RRA and the ERP every five years. This requirement was established to accommodate change in community water systems, including:
■ Changes to the City’s operations and staff: Organizations continuously evolve as infrastructure investments are
made, staff leave, new staff join, and customer demands change.
■ Changes to the operating environment: Our
understanding of the threats (e.g., cyber) and hazards
(e.g., climate change) that impact utility operations are continuously evolving.
■ Changes to industry best practices: As a reflection of the changes noted above, along with our improved
understanding of how to address risk, industry best
practices continue to evolve.

The City completed and certified its RRA in 2020 using an acceptable method, however, it was not a full J100 RRA.

West Yost takes an all-hazards approach to address the
full range of J100 potential threats and hazards, including malevolent acts, natural hazards, dependency hazards, and proximity hazards. Our approach considers prevention,
protection, preparedness, response, and recovery needs.

With this approach, West Yost can provide the City with a broad range of expertise and resources to further enhance their RRA.

Workshops
Stakeholder engagement is a key component of West Yost’s approach and is consistent with industry standards for
building resilience. West Yost’s workshops are designed to be interactive and collaborative, and will include City staff from management, engineering, and operations.

Workshops are integrated into the scope because they:
1) educate stakeholders on the assessment process, 2)
build consensus on key items such as critical assets and relevant threats/hazards, and 3) provide agency leadership with recommendations on what should change in the
organization to reduce risk and increase resilience. The following workshops are included in the scope:
■ Workshop 1 – Asset and Threat Characterization
■ Workshop 2 – Cybersecurity Risk and Resilience Assessment ■ Workshop 3 – Consequence Analysis
■ Workshop 4 – Risk and Resilience Management
Strategies and Emergency Response Planning
In addition, the workshops provide the opportunity for
staff to better understand AWIA requirements and different types of risks to the City’s water system. Our approach of actively engaging key utility stakeholders will help to further integrate resilience and emergency preparedness into the organizational culture and decision-making processes.

West Yost AWIA compliance workshops count as
continuing education units (CEU) for operators. West Yost provides all documentation to workshop attendees and
retains training information, per State guidance.

Scope of Work
The following sections summarize the proposed scope of
work to develop both an AWIA-compliant RRA and ERP. The West Yost scope of services consists of the following tasks:
■ Task 1 – Project Management
■ Task 2 – Risk and Resilience Assessment Update
■ Task 3 – Emergency Response Plan Update
■ Task 4 – As-Needed Services
The following sections summarize the scope of services to complete this project.
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City of Modesto | Water System Emergency Response Plan | June 18, 2024 1-3 Task 1. Project Management
The objective of this task is to track work progress and expenditures to maintain the project schedule and budget through proactive communications, and standardized
quality assurance and quality control review procedures.

West Yost’s project management activities include:
■ Invoices: West Yost will prepare monthly invoices and progress reports.
■ Quality Control: In accordance with West Yost’s internal quality assurance/quality control (QA/QC) policy,
West Yost will perform QA/QC for each of the project
deliverables prior to final submission to the City.
■ Project Initiation Meeting: West Yost will prepare for and coordinate a project initiation meeting. We will
review the project approach, scope, and updated project schedule, and we will finalize schedules for meetings and workshops. At this meeting, we will also:
‒ Review the AWIA requirements.
‒ Prepare for the series of workshops.
‒ Identify the City’s internal and external stakeholder group members.
‒ Review and discuss the RFI.
‒ Discuss any specific concerns related to resilience and the project.
‒ Identify staff for interviews.
‒ Establish dates for workshops and progress meetings.
■ Project Closeout Meeting: In accordance with West Yost’s internal policy, we will conduct final project closeout activities, which include the final document delivery and final progress report.

TASK 1 ASSUMPTIONS
■ The project duration will be eight months.
■ The project initiation meeting will be in person and up to one hour in duration.

TASK 1 DELIVERABLES
■ West Yost will provide monthly status reports, monthly invoices, and project schedule updates.
■ West Yost will prepare meeting notes and materials.

Task 2. Risk and Resilience
Assessment Update
Under this task, West Yost will assess the risks to the City’s water system from a wide range of potential threats and hazards required by AWIA and recommended in the J100
Standard. This task will be completed through a series of workshops, City staff interviews, site visits, and review of the City’s existing documentation. The City’s RRA will be updated using the J100 Standard. This task includes:
■ Request for Information (RFI) Submittal: West Yost will submit an RFI to the City to capture information that may be relevant to the subsequent tasks.
■ Existing Documentation Review: West Yost will review the most recent documents, including, but not limited to the:
‒ 2020 RRA
‒ 2021 ERP
‒ Additional emergency preparedness documentation
‒ 2021 Water Master Plan
‒ 2020 Seismic Vulnerability Assessment
‒ 2020 Urban Water Management Plan
‒ 2017 Hazard Mitigation Plan
‒ 2020 Cybersecurity Assessment
■ Site Visits: West Yost staff will conduct site visits to facilities and process areas most critical to the City’s operations. During these site visits, we will evaluate the site-specific threats and hazards, review vulnerabilities, and note mitigation and countermeasures that are
already in place. These site visits will be facilitated by City staff. Photos may be collected if authorized by the City. ■ Staff Interviews: Interviews are often an excellent way to collect data for use within an RRA and ERP. To the extent possible, West Yost will conduct interviews concurrent
with site visits. West Yost may conduct additional
interviews in person, by telephone, in a one-on-one
format, or in a small group setting, depending on staff roles and responsibilities. Interviews will inform both the RRA and ERP update.
■ Workshops: West Yost will host a series of educational and collaborative workshops, which will continue to
integrate resilience and emergency preparedness into the organizational culture and decision-making processes.

Workshops will include key stakeholders such as City staff from management, engineering, and operations.
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■ RRA Summary Report: In this report, West Yost will
summarize the work conducted during this task. The
report will include the results of the workshops and
analyses, and the risk and resilience calculations. The report will include project recommendations that, if
implemented, will reduce the risk of the greatest threatasset pairs based on estimated risk reduction and costbenefit analyses.

ASSET AND THREAT CHARACTERIZATION
Asset characterization is the first step of an RRA. In this task, West Yost will assist the City in identifying critical assets, primarily completed during Workshop 1 – Asset and Threat Characterization Workshop. The outcome of this workshop is a list of prioritized critical assets that will be evaluated further in subsequent tasks.

The asset characterization process is summarized in the following steps:
■ Confirm the City’s mission and service levels.
■ Confirm critical assets and customers.

WORKSHOP 1 – ASSET AND

THREAT CHARACTERIZATION
Prior to the workshop, West Yost will use the information provided by the City and collected during site visits and staff interviews to develop a draft updated asset list, including:
■ Built assets (e.g., facilities).
■ Natural assets (e.g., source water).
■ People (e.g., staff or contractors with significant
institutional knowledge).
■ Data (e.g., water quality data).

West Yost will update the City’s list of critical customers, such as hospitals, major businesses, or government
facilities, as needed.

During the Asset and Threat Characterization Workshop,
attendees will first review and discuss the draft updated asset list. The discussion will include confirming the City’s mission and service levels and reviewing critical customers.

This discussion will conclude with an agreed-upon list of critical assets.

Next, the project team will facilitate a threat and hazard characterization discussion to confirm and/or modify those relevant to the City. The group will review and discuss local historical occurrences of threats and hazards and their associated impacts to the City’s water system. At the workshop, the group will reach an agreement on:
■ Insider/outsider physical and cyber malicious adversary attributes.
■ Natural hazards to be analyzed further within the RRA. ■ Dependency and proximity hazards such as power,
chemicals, key suppliers, critical employees, transportation, and proximity to dangerous neighboring sites.
■ Raw water and finished water/distribution system
contamination threats.

West Yost will use the information from Workshop 1 to
update and/or develop scenarios for subsequent tasks.

West Yost will document discussions and decisions from
Workshop 1 in the RRA Summary Report.

CYBERSECURITY RISK AND

RESILIENCE ASSESSMENT
West Yost will evaluate the City’s “electronic, computer or other automated systems” in accordance with the AWIA
requirements. A general introduction to the cyber-RRA
will be included in the project initiation meeting. West Yost will review the City’s information technology (IT) and supervisory control and data acquisition (SCADA) systems and interview cybersecurity stakeholders.

TECHNOLOGY INTERVIEWS AND SITE VISITS
West Yost will assist the City with identifying the appropriate members of the cybersecurity stakeholder group. Typically, this group consists of staff responsible for the day-to-day secure and reliable operation of the City’s IT and SCADA systems. This may include external contractors.

West Yost expects cybersecurity RRA site visits to take half a day or less. We will incorporate interviews into the site visits. During these site visits, West Yost staff will develop a high-level understanding of the City’s IT and SCADA systems. #4..
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City of Modesto | Water System Emergency Response Plan | June 18, 2024 1-5 WORKSHOP 2 – CYBER ASSESSMENT
West Yost will facilitate an evaluation of current
cybersecurity practices using the AWWA Cybersecurity Tool.

The AWWA Cybersecurity Tool is the consensus standard for cybersecurity assessment in the water sector and generates an easy-to-use output for building an AWIA-compliant
cybersecurity assessment and improvement plan. Since the prior round of AWIA, numerous additional cybersecurity
resources have been established by the Department of
Homeland Security (DHS), the EPA, and INL. These additional resources will be included in this RRA to the extent they support the City’s cybersecurity goals.

The output from the AWWA Tool is a prioritized list of
recommended cybersecurity controls based on industry
standards, including the National Institute of Standards and Technology (NIST) Cybersecurity Framework. The workshop will serve to document the status of cybersecurity controls and train utility staff on the use of the AWWA Tool. This will allow City staff to continue using the AWWA Cybersecurity Tool as improvements and changes are implemented.

West Yost will integrate the findings of this task into the RRA Summary Report and ERP.

West Yost anticipates that AWWA will update its
cybersecurity resources prior to this task’s kickoff. West Yost will include relevant updates in the City’s RRA.

ANALYSIS OF CONSEQUENCES,

VULNERABILITY, AND LIKELIHOOD
To complete the RRA, West Yost will recalculate risk for each threat-asset pair identified. This task consists of estimating each of the three variables needed to calculate risk, which are:
■ The consequence of a threat/hazard to an asset.
■ The vulnerability of an asset to a threat.
■ The likelihood of a threat occurring.

West Yost will complete the consequence analysis in
multiple steps. We will screen the threat-asset pairs in Workshop 3 to identify up to 75 priority threat-asset
pairs. After the workshop, West Yost will then update the estimates for consequences, vulnerabilities, and threat likelihoods for each threat-asset pair. West Yost will use this information to calculate the baseline risk for each threat-asset pair.

WORKSHOP 3 – CONSEQUENCE ANALYSIS
West Yost will conduct Workshop 3 to reassess the worst reasonable consequences that may be caused for each of
the threat-asset pairs developed. Prior to the workshop, West Yost will develop preliminary consequence screening criteria. Then, West Yost will conduct a consequence
analysis in a workshop format to build consensus among
City staff. During the workshop, the group will:
■ Review and revise the consequence types.
■ Discuss worst reasonable case assumptions.
■ Develop consequence estimates for select threat-asset pairs.

The results will be summarized in the RRA Summary Report.

CLIMATE CHANGE RISK ASSESSMENT
Once the critical assets have been identified, West Yost will conduct a climate change risk assessment using EPA’s Climate Resilience Evaluation and Awareness Tool (CREAT) to help the City better understand potential climate
change threats and assess the related risks. Results will be compared to other regional and local climate change risk assessments, if available. The results of the analysis will be integrated into the overall RRA to inform the risk and resilience analysis.

EARTHQUAKE IMPACTS SCREENING ANALYSIS
West Yost will update the previously-completed earthquake risk and consequence analysis for the Maximum Credible
Earthquake (MCE) that the City anticipates. This analysis will be based upon the FEMA Hazus Technical Manual,
Chapter 8, for non-linear assets (buildings, reservoirs, and pump stations), and the American Lifelines Alliance (ALA) Seismic Guidelines for Pipelines. Our analysis will highlight areas of strengths and weaknesses within the water system to help guide the City in focusing on future resilience.

One of the most substantial updates to industry best
practices is the approach to understanding seismic risk.

West Yost will update the prior assessment to better
characterize this risk within the RRA.

VULNERABILITY ANALYSIS
West Yost will update the evaluation of each critical asset and its protective systems’ ability to withstand each
specified threat or hazard. West Yost will document and account for existing protective systems such as: physical security systems; City security procedures; flood protection; backup generators; and existing emergency response
capabilities, plans, and protocols. West Yost will summarize the results in the RRA Summary Report.
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THREAT LIKELIHOOD ANALYSIS
West Yost will update the estimates of the threat likelihood (also known as annualized probability or frequency) that a specific threat or hazard will occur for each threat-asset pair retained for analysis. We will utilize standard information on frequency and severity from sources such as the
National Oceanic and Atmospheric Administration (NOAA)
and United States Geological Survey (USGS), local hazard mitigation plans, and the EPA. The analysis will also account for the utility-specific threat/hazard occurrence information gathered previously. The results will be summarized in the RRA Summary Report.

CALCULATE RISK AND RESILIENCE
West Yost will calculate risk and resilience for each priority threat-asset pair using the following equation from AWWA’s J100 Standard:

Risk = Consequences x Vulnerability x Threat Likelihood (C x V x T) West Yost will also complete the Utility Resilience Index, as presented in the J100 Standard.

RISK AND RESILIENCE ASSESSMENT

SUMMARY REPORT
Using the consequences, vulnerabilities, and threat
likelihoods estimated, West Yost will evaluate the risks to and resilience of the City’s operations. West Yost will prepare a Draft RRA Summary Report to summarize the
subtasks our team conducts during this task, the results of the workshops and analyses, and the risk and resilience calculations. West Yost will incorporate the cyber-RRA
results into this report. The report will be of sufficient depth and breadth to document that the City used an all-hazards approach and follows compliance with AWIA.

West Yost will provide the draft report to the City for review.

To assist in the City’s review process, West Yost will conduct a meeting to guide the City through the report prior to the City’s review. Upon receipt of the City’s comments on the Draft RRA Summary Report, West Yost will revise and finalize the document. With completion of this report, the City can certify with the EPA that the City’s RRA is complete.

The project schedule assumes that the City will complete a review of the draft deliverables within four weeks of receipt of the draft report. The budget assumes the City will provide a single set of consolidated comments on the draft report.

RISK AND RESILIENCE MANAGEMENT

STRATEGY (RRMS) DEVELOPMENT
Once risks have been calculated, RRMSs will be developed for implementation of projects to reduce the risk of the greatest threat-asset pairs. RRMSs may include physical security or cybersecurity upgrades, natural hazard
mitigation, training, policy/procedure changes, monitoring strategies, and operational/ financial changes that can make the City more resilient.

Once RRMSs have been developed, West Yost will evaluate how RRMSs lower risk to the critical asset. West Yost will prioritize the RRMSs based on risk reduction and cost
effectiveness.

WORKSHOP 4 – RISK AND RESILIENCE

MANAGEMENT STRATEGIES AND

EMERGENCY RESPONSE PLANNING
Workshop 4 will consist of two topics. The first topic is the analysis of RRMSs and associated results of the net benefit analyses. The second topic is the draft ERP updates discussed under Task 3.

TASK 2 ASSUMPTIONS
■ West Yost will implement a secure file-sharing method to exchange documents.
■ Site visits and City staff interviews will be conducted on the same day, to the extent possible.
■ Workshop 1 will be held in-person and is assumed to be up to two hours in duration.
■ The technology-focused site visits, cybersecurity RRA interviews, and Workshop 2 will occur on the same or
adjoining days. This is estimated to be up to four hours in duration.
■ Workshop 3 will be held in person and is assumed to be up to two hours in duration.
■ Workshop 4 is assumed to be virtual and two hours in
duration. It will include a discussion of both the RRMSs and the ERP.
■ The schedule assumes that the City will complete a review of the Draft RRA within four weeks of receipt of the draft report.
■ The budget assumes that the City will provide a single set of consolidated comments on the Draft RRA.

TASK 2 DELIVERABLES
■ West Yost will prepare meeting and workshop facilitation materials.
■ West Yost will prepare the Draft and Final RRA.
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City of Modesto | Water System Emergency Response Plan | June 18, 2024 1-7 Task 4. As-Needed Services
The objective of this task is to provide additional services to supplement the previous tasks, as requested by the City.

These services may enable the City to immediately begin implementing RRMSs identified within the RRA and identify potential funding sources for longer-term implementation efforts. Potential as-needed services include:
■ Emergency Preparedness Exercise: West Yost will
conduct a table-top exercise to evaluate the City’s ability to implement the revised ERP. We will incorporate
improvements into the ERP prior to finalization. For
example, West Yost regularly leads A Day without
SCADA® exercises to help utilities better understand
their dependence on SCADA and ability to operate in the absence of automation.
■ Cyber-Informed Engineering (CIE) Assessment: West Yost will conduct an assessment of current and ongoing
engineering practices to evaluate how the City is reducing current and future cyber-risk through implementation
of CIE principles. This service includes workshops to
establish an understanding of this new approach to
managing cyber-risk.

TASK 4 ASSUMPTIONS
■ No work on this task will be completed without prior City authorization, scoping, and associated budget/schedule
amendment, if needed.

TASK 4 DELIVERABLES
■ Deliverables provided for this task will be determined within scoping activities.

Task 3. Emergency Response Plan Update
West Yost will update the ERP to maintain AWIA compliance and enhance how the plan supports the City’s operations.

This approach is based on three main principles:
■ Standards-Based Planning: Conforms with the standards and eases implementation of the ERP during an
emergency situation.
■ Concept of Operations: Guides the development of the
ERP and defines the overall approach to emergency
situations, including what should happen, when, and
under whose direction.
■ Capability-Based Planning: Guides the development
of the ERP to help the City build capacity to take a
specific course of action. Capabilities-based planning
answers the question, “Do I have the right mix of
training, organizations, plans, personnel, leadership and management, equipment, and facilities to perform a
required emergency function?”
Since the City’s last AWIA-compliant ERP was developed
approximately five years ago, the City’s capabilities, the City’s operating environment, and industry best practices have evolved. Through this task, West Yost will update the ERP to account for these changes. West Yost will provide recommendations for improvements to the City’s ERP
during Workshop 4.

TASK 3 ASSUMPTIONS
■ The City will provide an editable version of the current ERP. ■ The schedule assumes that the City will complete a review of the Draft Revised ERP within four weeks of receipt of the draft report.
■ City staff will be available to participate in the virtual workshop.

TASK 3 DELIVERABLES
■ West Yost will prepare meeting and workshop facilitation materials.
■ West Yost will prepare the Draft and Final Updated ERP. #4..
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Schedule
West Yost anticipates providing Task 1 deliverables within three weeks after receiving the notice to proceed and requested data. Currently, the project is estimated to start in September 2024.

Task Schedule
TASK
2024 2025

SEP OCT NOV DEC JAN FEB MAR APR
Task 1. Project Management
Task 2. Risk and Resilience Assessment Update
Task 3. Emergency Response Plan Update
Task 4. As-Needed Services
KEY
Work Task

COMPLIANCE DATES
■ RRA: March 31, 2025
■ ERP: September 30, 2025
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City of Modesto | Water System Emergency Response Plan | June 18, 2024 1-9 Estimated Level of Effort
TASK

HOURS BY POSITION

TOTAL TASK HOURS

PRINCIPAL

ENGINEER I /

PROJECT MANAGER

VICE PRESIDENT /

PRINCIPAL-IN-CHARGE

PRINCIPAL TECHNICAL

SPECIALIST I /

LEAD FACILITATOR

SENIOR TECHNICAL

SPECIALIST II /

CYBERSECURITY

PRINCIPAL TECHNICAL

SPECIALIST I /

QA/QC RREVIEWER

TECHNICAL

SPECIALIST IV /

PROJECT ENGINEER

TECHNICAL

SPECIALIST I /

ENGINEER

GENERAL

ADMINISTRATIVE

SUPPORT

BOBBY VERA ELIZABETH DRAYER ANDREW OHRT TARA MERTZ MEL DAMEWOOD SARAH WALSH REESE AGUILAR VARIOUS Task 1. Project Management 12 2 2 12 0 2 0 4 34
Task 2. Risk and Resilience Assessment Update 16 0 60 40 8 72 132 12 340 Task 3. Emergency Response Plan Update 4 0 16 12 8 12 48 12 112 Task 4. As-Needed Services 0 0 0 0 0 0 0 0 0
TOTAL TASK HOURS 32 2 78 64 16 86 180 28 486
Hours Table
The table below shows the level of effort for West Yost to complete the scope of work presented in our proposal.

The estimated hours are allocated to each task by staff level position. #4..
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City of Modesto | Water System Emergency Response Plan | June 18, 2024 2-1 2 QUALIFICATIONS OF CONSULTANT STAFF
Relevant Qualifications
The members of the West Yost team have been industry leaders in cybersecurity and resilience for more than 15 years.

Select examples of our recent sector leadership include:
■ In 2019, West Yost completed a project on behalf of the American Water Works Association (AWWA) to update the
Water Sector Cybersecurity Risk Management Guidance,
the Self-Assessment Tool, and associated outreach
materials in a manner that facilitates AWIA compliance.

These resources have been successfully used by thousands of utilities, to-date.
■ Since 2020, West Yost has partnered with Idaho National Laboratory (INL) to bring cyber-informed engineering
(CIE) to the water sector. The objective of CIE is to help critical infrastructure owners reduce cyber-risk through engineering and organizational controls. This is the future of control system cybersecurity. West Yost will integrate these principles into all efforts completed. We will
leverage our partnership with INL on behalf of the City. ■ Several members of the West Yost team recently advised the Joint Cybersecurity Defense Collaborative (JCDC) on new guidance that the Cybersecurity and Infrastructure Security Agency (CISA) issued on cyber-incident response planning. ■ Andrew Ohrt, our technical lead has provided review
comments and participated in workshops in support
of the development of the forthcoming Environmental
Protection Agency (EPA) Baseline Information on
Malevolent Acts for Community Water Systems 3.0.
■ Several members of the West Yost team are active on the AWWA Emergency Preparedness and Security Committee,
the AWWA J100 Committee, and the AWWA G430
Committee. They are helping shape best practices for the sector through this engagement.
■ West Yost has pioneered the A Day without SCADA®
emergency preparedness exercise model to help our
clients understand their dependence on automation
and the risks associated with that dependence. These
exercises help prepare our clients for both cyber-attacks and operational disruptions.

Coupling this expertise with our intimate knowledge of the City’s operations and infrastructure provides the best possible team to support the City with this important project.

Organizational Chart
Project Manager
Bobby Vera, PE
Principal-in-Charge
Elizabeth Drayer, PE
QA/QC Reviewer
Mel Damewood, III, PE
Lead Facilitator
Andrew Ohrt, PE, CISSP
Cybersecurity
Tara Mertz
Project Engineer
Sarah Walsh, PE

TECHNICAL TEAM
Team Overview
West Yost’s team is shown in our
organizational chart. We have included
a summary of our key team members
and their experience on the following
pages. Our project manager and key
team members have completed several
similar projects and are available
to begin work on the City’s project.

All services will be provided by our
in-house team, and our key staff will
serve in these roles for the duration of
the City’s project.
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Mel Damewood, III, PE

QA/QC REVIEWER
Mel Damewood will be responsible for
conducting quality assurance and quality
control reviews for the City’s project.

Mel provides project management and
technical services for planning studies, and he provides regulatory solutions for municipal water systems.

As a former utilities manager and executive for Eugene
Water & Electric Board, Mel has in-depth knowledge of
the nexus between planning, engineering, and operations.

Since joining West Yost in 2019, Mel has served as project manager and technical specialist on over a dozen AWIA
Risk and Resilience Assessments and Emergency Response
Plans. Mel’s lifetime of utility experience provides a unique perspective to AWIA related issues and requirements.

Andrew Ohrt, PE, CISSP

LEAD FACILITATOR
Andrew Ohrt will facilitate the City’s
Water System ERP and was the Lead
Facilitator for the City’s first round of
AWIA compliance in 2020, completing its
RRA and developing its ERP.

Andrew is an experienced facilitator and program manager specializing in critical infrastructure resilience. Over the course of Andrew’s career, he has assisted water,
wastewater, and power clients to build all-hazards resilience with a focus on cybersecurity. Currently, Andrew leads
West Yost’s Resilience Practice. He also leads West Yost’s partnership with Idaho National Laboratory (INL) and
the American Water Works Association (AWWA) to bring
Cyber-informed Engineering (CIE) to the Water Sector.

From 2019 to 2022, Andrew led West Yost’s support of
clients’ compliance efforts with the America’s Water
Infrastructure Act of 2018 (AWIA). This included over 35 all-hazard risk and resilience assessments (RRAs) and over 80 cyber-RRAs. Between 2019 and 2021, Andrew served as
the project lead for development of AWWA’s cybersecurity resources including the Water Sector Cybersecurity Risk Management Guidance and Self-Assessment Tool, the
small systems version of the tool, and various training resources. He currently serves as the AWWA G430
Standard Committee for Security Practices for Operation and Management Committee Chair and serves on the J100
Standard Committee.

Bobby Vera, PE

PROJECT MANAGER
Bobby Vera will be the City’s primary
point of contact and lead the team in
completing the work on schedule and
within budget. Bobby has 12 years of
engineering experience with West Yost specializing in
water resources, water supply and facilities planning, and wastewater collection system master planning.

Bobby has managed several client RRA ERP projects during the first AWIA compliance round and has worked with the City of Modesto on 25 projects as Project Engineer and/or Project Manager. His projects with the City have included the Water Master Plan, On-Call Hydraulic Modeling Services, Del Rio Model Update, Replacement Well 229, and the
Grayson Water Infrastructure Project and Feasibility Study.

Elizabeth Drayer, PE

PRINCIPAL-IN-CHARGE
Elizabeth Drayer will serve as
Principal-in-Charge on the City’s project.

Elizabeth is a West Yost Vice President and
serves as a Principal-In-Charge for many
firm clients. She has more than 35 years of experience leading complex water resource and master planning projects. She has prepared many studies and plans for clients, including drought response and water shortage contingency plans,
facility operations plans, and emergency operations plans.

Elizabeth has a long history of working with the City
of Modesto in various roles on more than 30 planning
and design projects, including 16 as Principal-in-Charge.

Projects with the City have included the Water Master
Plan, Urban Water Management Plans, Hydraulic Model
Update, Grayson Water Infrastructure Project, Jennings Well Facilities and Treatment Evaluation, Del Rio Replacement Well 271, and Replacement Well 229.
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City of Modesto | Water System Emergency Response Plan | June 18, 2024 2-3 Sarah Walsh, PE

PROJECT ENGINEER
Sarah Walsh specializes in risk and
resilience planning and implementation
for water utilities. She has served as a risk
and resilience technical specialist to aid
utilities in achieving compliance with the amendments to the Safe Drinking Water Act, America’s Water Infrastructure Act of 2018 (AWIA) with risk and resilience assessments (RRAs), and emergency response plans (ERPs). Sarah
has a breadth of experience across multiple industry
sectors, including program and project management,
asset management, technology planning, and regulatory
compliance. Sarah has completed the AWWA Utility Risk and Resilience Certificate Program, as well as numerous FEMA certifications.

Sarah is serving as West Yost’s AWIA Program Manager for the subsequent regulatory round of AWIA compliance and
has supported or led the completion and successful delivery of over 30 RRAs and ERPs. Sarah was a project engineer
supporting the City of Modesto on its 2020 RRA and ERP.

Tara Mertz

CYBERSECURITY
Tara Mertz is a Senior Technical Specialist
who provides services in cybersecurity risk
assessment and operational technology
systems master planning, focusing on
cybersecurity, resilient design, and governance.

Tara joined West Yost in January 2022 and brings to the team over 22 years of public sector IT/OT leadership
experience. Her experience includes project management
of cross-functional teams, technical ownership and
responsibility for critical infrastructure, and strategic planning. She is technically proficient and effectively communicates with all stakeholders. Through her long-term involvement as a member of the Municipal Information
Systems Association of California (MISAC) and the northern California Critical Infrastructure Security working group, Tara has cultivated respect from her water and wastewater peers and developed long-lasting relationships.
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City of Modesto | Water System Emergency Response Plan | June 18, 2024 3-1 3 EXPERIENCE OF FIRM
OREGON
Lake Oswego

CALIFORNIA
Concord
Davis (Headquarters)
Lake Forest
Oceanside
Pleasanton
Sacramento
San Diego
Santa Rosa

ARIZONA
Phoenix
AZ
CA
OR

OFFICE LOCATIONS
Firm Overview
West Yost is a consulting engineering firm that was
founded in 1990. Our focus is exclusively water, recycled water, wastewater, groundwater, and stormwater. We
provide planning, design, construction management, and
program management services in these areas.

Headquartered in Davis, California, West Yost operates
from 10 offices and has a team of more than 230
dedicated professionals. Our staff comprises certified or registered experts in various fields, including chemical, civil, control systems, electrical, environmental, and
mechanical engineering, as well as wastewater treatment and regulatory compliance. We also have specialists in
geology, engineering geology, hydrogeology, architecture, GIS, control systems, cybersecurity, risk management, asset management, condition assessment, project management,
and construction management and inspection services.

Our robust group of Operations Technology, Cybersecurity, and Resiliency (OTCR) experts are dedicated to the
operational and cybersecurity needs of water and
wastewater utilitiesand will help meet the City’s project needs. The West Yost OTCR team designs, engineers,
implements, and supports SCADA systems, Operational
Technology (OT)/Information Technology (IT), Cybersecurity, and All-Hazards Resilience projects. West Yost is nationally recognized for cybersecurity advocacy and innovation in the water sector.

Experience with the City of Modesto
The City of Modesto has been a West Yost client for more than twenty years. West Yost’s work with the City of Modesto has included planning, design, and construction management support for a wide range of projects spanning the City’s water, wastewater, and stormwater utilities. Much of our work
has focused on water infrastructure design and planning, water and wastewater planning and permitting support, and construction management projects.

West Yost has worked with the City of Modesto on more
than 65 projects and task orders since 2002, including
supporting the City with the first round of AWIA
compliance. In 2020, West Yost worked with the City to
complete a Risk and Resilience Assessment and develop
the Emergency Response Plan.

Some of West Yost’s projects with the City include (from top left) the Grayson Water Infrastructure Project; West Tank 12 and Pump Station; Grogan Park (Tivoli) Production Well; and the Headworks, Dryden Box, and Influent Flume Improvements.

OREGON
Lake Oswego

CALIFORNIA
Concord
Davis (Headquarters)
Lake Forest
Oceanside
Pleasanton
Sacramento
San Diego
Santa Rosa

ARIZONA
Phoenix
AZ
CA
OR
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AWIA Compliance Services

CITY OF MODESTO, CA
■ Status of Services: Completed in 2020
■ Cost of Services: $80,000
■ Team: Bobby Vera (Project Manager), Andrew Ohrt (Lead Facilitator), Sarah Walsh (Technical Specialist), Mel Damewood (Technical Advisor)
■ Reference: Jim Alves, Senior Civil Engineer, 209.571.5557, [email protected] During the first round of AWIA compliance in 2020, West Yost supported the City of Modesto with completing its RRA and developing the City’s ERP. The City completed much of the all-hazards RRA; however, West Yost was retained to complete the cyber portion of the assessment. In addition, West Yost developed risk and resilience management strategies to help the City build resilience to the highest risk scenarios.

AWIA Compliance Services

WOODLAND-DAVIS CLEAN WATER AGENCY, WOODLAND, CA
■ Status of Services: Initially completed in 2020; compliance services restarted in 2024. ■ Cost of Services: $150,000
■ Team: Andrew Ohrt (Lead Facilitator), Sarah Walsh (Technical Specialist), Mel Damewood (Technical Advisor)
■ Reference: Stan Gryczko, Public Works Utilities and Operations Director - City of Davis, 530.757.5686, [email protected]
In 2020, West Yost worked with the Woodland-Davis Clean Water Agency (WDCWA) to support its development of an AWIA-compliant RRA and ERP. West Yost also completed AWIA compliance efforts for the member agencies (the City of Davis; the City of Woodland; and the University of California, Davis) after WDCWA completed its RRA and ERP. Each RRA and ERP was developed according to industry best practices while also meeting the requirements set forth in the Safe Drinking Water Act. Based on West Yost’s performance during the prior round of compliance, our team recently started working with WDCWA to update its RRA and ERP in advance of the 2025 compliance dates.

Cybersecurity Risk Management Guidance and Tool

AMERICAN WATER WORKS ASSOCIATION
■ Status of Services: Completed from 2019 to 2020.
■ Cost of Services: $134,000
■ Team: Andrew Ohrt (Project Manager)
■ Reference: Kevin Morley, Manager - Federal Relations, 202.326.6124, [email protected] West Yost provided American Water Works Association (AWWA) with technical support services to develop guidance that aids community water system compliance with Public Law 115-270, America’s Water Infrastructure Act of 2018; Section 2013 Community Water System Risk and Resilience. The objective of this project, WITAF 039, was to update the existing AWWA cybersecurity guidance, the use case tool and associated outreach materials in a manner that facilitates compliance with the intent of the cybersecurity provisions in AWIA §2013. This will also maintain alignment with the revised NIST Cybersecurity Framework. Based on feedback gathered during face-to-face training sessions and related engagements with users of the tool, the project restructured the output in a manner that more directly supported decision making and provided the user with a baseline for implementing a cybersecurity risk management strategy.

West Yost supported the
City with the cyber-RRA,
RRMS development,
and ERP development.

WDCWA will continue
partnering with
West Yost on AWIA
compliance efforts in
2024-2025.

The AWWA
cybersecurity resources
developed by West Yost
have been used by
thousands of utilities.
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City of Modesto | Water System Emergency Response Plan | June 18, 2024 4-1

10. INDEPENDENT CONTRACTOR
...Consultant shall determine the method, details and
means of performing the work and services to be provided by Consultant under this Agreement in a manner consistent with the Standard of Care....

17. INDEMNITY
The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save,
defend and indemnify them against any and all claims,
losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, to the extent they are arising directly or indirectly out of any negligent, reckless, or willful misconduct or intentional act or omission of Consultant, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement. Consultant’s obligation to indemnify indemnitees for defense costs (as defined) is not immediate for claims based upon professional liability and shall be satisfied at the time of any settlement or judgment as to Consultant’s indemnity obligations under this provision.

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

4. OBLIGATIONS OF CONSULTANT.

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

In providing services under this Agreement, Consultant shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances at the same time and in the same or similar locality (“Standard of Care”).

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, upon payment of all invoices due and owing to Consultant and may be used by City as it may require without any additional cost to City. City shall, to the fullest extent permitted by law, defend, indemnify, and hold harmless Consultant from and against any and all costs, expenses, fees, losses, claims, demands, liabilities, suits, actions, and damages whatsoever arising out of or resulting from such unauthorized reuse or distribution.

8. INTEREST OF CONTRACTOR.

Consultant warrants represents that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the
performance of services required to be performed under
this Agreement. Consultant warrants represents that,
in performance of this Agreement, Consultant shall not
employ any person having any such interest....
4 STANDARD AGREEMENT AND FINANCIAL INTEREST DISCLOSURE FORM Standard Agreement
West Yost has reviewed the Standard Agreement for Consultant Services included with the City’s RFP. We request the following modifications to the City’s Agreement:
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4-2

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

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

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

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

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

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

Notwithstanding the foregoing, a Financial Interest Disclosure is not required for a Proposer meeting the financial criteria for listing on the New York or the Pacific Stock exchanges unless it is reasonably foreseeable that a City Council decision will increase or decrease that entity's gross revenues or expenses by one million dollars ($1,000,000) or more and the requirements of Modesto Municipal Code Section 2-10.03(h) are satisfied.

It is the legal obligation of all applicants for approval of an agreement or of an application for development rights to verify in writing, under penalty of perjury, that the identity of each person having a material financial interest in the Proposer is true, correct and complete. By signing below, the applicant understands that this information is provided under penalty of perjury, and that intentionally supplying misinformation or deception may result in either invalidation of the agreement or application, or criminal prosecution for misdemeanor violation of the Modesto Municipal Code, or both. Negligent provision of misinformation shall be grounds for invalidation.

In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.

Financial Interest Disclosure Form
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City of Modesto | Water System Emergency Response Plan | June 18, 2024 4-3 Print Names of Persons Having a Financial Interest in Proposer Receiving this Agreement:

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

Proposer Company Name:

Name of Proposer Signatory:

Signature of Proposer Representative:

West Yost & Associates, Inc.

Elizabeth Drayer, PE, Vice President and Principal-in-Charge *Licensed in state outside CA
Based on our understanding of the financial interest disclosure, no person has a direct or indirect material financial interest in our firm receiving this agreement.
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City of Modesto | Water System Emergency Response Plan | June 18, 2024 A-1

A APPENDIX A - RESUMES
This section includes resumes for our key team members, highlighting experience and expertise relevant to the City’s project.

Key Project Team Member Resumes

TEAM MEMBER ROLE

1. Bobby Vera, PE Project Manager

2. Elizabeth Drayer, PE Principal-in-Charge

3. Mel Damewood, III, PE QA/QC Reviewer

4. Andrew Ohrt, PE, CISSP Lead Facilitator

5. Tara Mertz Cybersecurity

6. Sarah Walsh, PE Project Engineer
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Bobby Vera, PE
Project Manager
1 Bobby Vera is a civil engineer specializing in water resources, water supply and facilities planning, and wastewater collection system master planning. He is proficient in a variety of hydraulic modeling (pressure and gravity systems) and Geographical Information System (GIS) software. Bobby also has experience in water facilities design of groundwater wells, storage and pumping stations, hydraulic transient analyses, and sizing and design of surge mitigation devices (hydropneumatic tanks, air-vacuum valves, etc.).

Bobby primarily supports clients throughout California and Oregon.

EXPERIENCE
America’s Water Infrastructure Act (AWIA) Compliance Services – Risk and Resilience Assessment and Emergency Response Plan, City of Modesto, CA: Project Manager for an all-hazards America’s Water Infrastructure Act (AWIA) 2018-compliant Risk and Resilience Assessment (RRA) and Emergency Response Plan (ERP). West Yost completed a thorough gap analysis after reviewing and organizing previously completed RRA- and ERP-related resources. Both the RRA and ERP were completed using American Water Works Association (AWWA) standards, which represent cross sector best practices. Each RRA considers natural, built, cyber, and personnel assets and any relevant threats and hazards. Risk and resilience management strategies were developed to address the highest risks and reduce vulnerabilities. The City’s ERP was updated, building upon existing emergency preparedness plans, and refined to align with AWIA and state requirements and industry best practices. West Yost assisted the City with preparing selfcertification documentation for submittal to the Environmental Protection Agency.

Water Master Plan, City of Modesto, CA: Project Engineer responsible for updating the City’s hydraulic model, updating performance criteria, and performing system hydraulic evaluations. Updated the hydraulic model through a thorough review of City’s latest GIS and available as-built drawings. Performed hydraulic model calibration (using steady state hydrant test simulations) and verification (using extended period simulations and comparing to City’s SCADA and data collected by hydrant pressure recorders) of the newly updated hydraulic model. Performed existing and buildout water system hydraulic evaluations using the newly updated, calibrated and verified hydraulic model. Results from the existing and buildout water system evaluations will be used to develop a comprehensive capital improvement program.

Water Master Plan Update, City of Vacaville, CA: Project Engineer and technical lead responsible for updating the City of Vacaville’s Water Master Plan. The City’s previous Water Master Plan was completed in 2018, and since then, the City had embarked on a comprehensive update to its General Plan, thereby refining growth estimates, and had experienced a continued decline in water use patterns. The Master Plan built on the focused hydraulic model update (also completed by West Yost) and included a compressive update to water demand projections, revisions to the City’s water supply plan, and evaluated capital improvements needed under existing and future demand projections. West Yost identified improvements that were used as the basis for the City’s comprehensive capital improvement program (CIP). The CIP task took the recommendations from the AWIA work and developed implementable projects to address/improve resiliency.

Staff Title: Principal Engineer I
Office Location: Sacramento, CA
Years of Experience: 13
Years with West Yost: 12
Professional Registrations
▪ Professional Civil Engineer, California
No. 83500; Oregon No. 95681PE
▪ Grade II Water Distribution System
Operator, California No. 48180
Education
▪ MS, Engineering Science, Civil & Water
Resource Engineering, University of
the Pacific, Stockton, California
▪ BS (cum laude), Civil Engineering,
University of the Pacific, Stockton,
California
▪ Water Education Foundation Water
Leader, Class of 2017
Professional Affiliations
▪ American Society of Civil Engineers
▪ American Water Works Association
▪ Sacramento Area Water Works
Association
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Bobby Vera, PE
2 Groundwater Well Strategy Plan, City of Modesto, CA: Project Manager and Project Engineer for the preparation of a groundwater well strategy, which identifies which wells have the highest likelihood of failure and consequence of failure pairs to focus the City’s capital improvement projects. The City has approximately 85 wells, and recently approximately 13 mgd of well production capacity has been abandoned due to well age and water quality concerns. System demands have also dropped, so the need to reestablish production capacity is not as urgent. This strategy was prepared to identify which active wells the City should perform focused assessments to reduce its overall risk. Tasks included: preparing consequence and likelihood of failure factors, preparing risk assessment tables and figures, workshops with city staff, preparing recommended rehabilitation action plans, and budget level cost estimates.

On-Call Water System Hydraulic Modeling, City of Modesto, CA: Project Engineer and Manager responsible for providing and directing on-call hydraulic modeling support for City Staff. Initial tasks generally included the evaluation of various operational changes to the City’s water supply facilities and development of capital and operation improvements to mitigate deficiencies. Moving forward, similar evaluations are anticipated, in additional to the evaluation of development impact analysis and routine updates to the hydraulic model.
2020 Engineers Report, City of Modesto, CA: Project Manager and Engineering in charge of preparing and updated Engineer’s Report for a new Water Rate and Connection Fee Update Study for the City of Modesto based on the 2017 Water Master Plan. The main elements of the report include updating current and buildout water demands; identifying and justifying capital improvements needed to maintain reliable water service; developing cost estimates and prioritizing improvements; and determining the proportional cost allocation between existing and future users. The report laid out improvements needed over a 10-year time horizon and is the basis for near-term capital improvements, further expanding on the City’s Water Master Plan.

Hydraulic Evaluation for Stanislaus School, City of Modesto, CA: Project Manager and Engineer responsible for preparing a hydraulic evaluation to assess whether the City could provide adequate water service to Stanislaus School. The School currently has water service from an existing on-site well, which has elevated levels of 1, 2, 3 TCP. In lieu of treating the existing well, the School approached the City to determine if the City’s existing distribution system could accommodate the School. The evaluation involved hydraulicly evaluating whether proposed pipeline extensions would provide sufficient fire flow to the school and as well as assessing distribution system water age in the area. West Yost recommended an alternative alignment that provided necessary fire flows as well as balanced distribution system water quality.

Grayson and Westley Surface Water Supply Feasibility Evaluation, Modesto, CA: Project Manager for assessing the feasibility of developing surface water supplies for the Grayson, Westley, and surrounding disadvantaged communities. This study is builds on the Grayson Water Infrastructure Project, which evaluated groundwater treatment and import of surface water from the City’s contiguous area, and identified Infrastructure needs and associated capital costs for both options. Capital costs for both options were relatively high, therefore this a new surface water supply option was evaluated. The City was approached by a confidential party which was looking to sell a property which has an associated water right that the City could potentially develop. Tasks included reviewing available water rights documentation, assessing available monthly diversion rates, site visit and assessment and feasibility of developing the offered water right.

Jennings WWTP Potable Well Wellhead Treatment, City of Modesto, CA: Project Manager responsible for leading the design team in designing a wellhead treatment at the City’s potable water well that supplies the Jennings WWTP. The well does not meet all secondary standards and has elevated manganese and total dissolved solids concentrations. The City’s goal was to be able to meet all primary and secondary standards. The project included preparing basis of design report, all contract documents (i.e., plans, specifications, and cost estimates) as well as providing services during construction. Facilities included: a new submersible well pump, a hydropneumatic seal water tank, a water softening system, a reverse osmosis system, as well as a new replacement 1,700 gpm booster pump station and associated 500-gallon hydropneumatic tank, and all associated electrical and instrumentation equipment. Site improvements includes concrete paving, a canopy over the new equipment and new fencing.

Del Rio Hydraulic Model Update, Calibration and Operational Evaluation, City of Modesto, CA: Project Engineer and Manager responsible for updating the City’s hydraulic model for the outlying service area of Del Rio. The hydraulic model was calibrating using extended period simulations and comparing model predicted results with SCADA recorded information and information gathered by hydrant pressure recorders. The updated and calibrated model was then updated to reflect existing conditions. The City is nearing completion of major infrastructure for this outlying area (Tank 14, Well 68 and Well 70) and the calibrated model was used to help the City develop a new operating strategy for the new facilities brought online. #4..
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Elizabeth Drayer, PE
Principal-in-Charge
1 Elizabeth’s expertise is in water resources engineering and multi-disciplinary project teams. She has experience leading water resources planning studies and design projects and specializes in water supply and infrastructure master planning. She has prepared more than 24 water and utility master plans, more than 20 water supply assessments, and more than 30 urban water management plans. She has also prepared many other studies and plans for clients including groundwater studies, drought response and water shortage contingency plans, facility operations plans, and emergency operations plans involving the evaluation of existing facilities, evaluation of existing and future water demands, identification of system deficiencies and needs, evaluation of water supply alternatives, and development of recommendations for capital improvements. She has prepared preliminary and detailed designs for water supply facilities such as pipelines, pump stations, reservoirs, and canals. Elizabeth is a West Yost Vice President and serves on West Yost’s Board of Directors.

EXPERIENCE
Water Master Plan, City of Modesto, CA: Project Engineer for the evaluation of existing and potential future water supplies for the City of Modesto in conjunction with the development of the Water Master Plan. Tasks included evaluation of the availability and reliability of the City’s treated surface water supplies purchased from the Modesto Irrigation District and treated at the Modesto Regional Water Treatment Plant, and local groundwater supplies pumped from 110 wells located throughout the City. Evaluation of future water supplies included an evaluation of groundwater quality issues, the feasibility of implementing an aquifer storage and recovery program, and the potential for acquisition of additional surface water supplies. Conjunctive use of the City’s available and projected surface water and groundwater supplies was also evaluated with respect to seasonal demand patterns and operational issues.
2010, 2015, 2020 Urban Water Management Plans, City of Modesto and Modesto Irrigation District, CA: QC Reviewer for the preparation of a 2020 Joint Urban Water Management Plan (UWMP) for the City of Modesto and Modesto Irrigation District, Project Manager for the 2015 UWMP for the City of Modesto, and Project Engineer for the preparation of a Joint 2010 UWMP for the City of Modesto and Modesto Irrigation District. Tasks include review of water demand projections, water supply availability and reliability from surface water and groundwater, SB X7-7 compliance, demand management measures, and the City’s water shortage contingency plan. The UWMPs were prepared in compliance with the retail and wholesale water supplier requirements of the California Water Code and the Department of Water Resources Guidebook.

Del Rio Replacement Well 271, City of Modesto, CA: Principal-in-Charge for preparation of plans and specifications for the above-grade facilities and well equipment to replace Del Rio Well 271 on a new parcel. Facilities include a vertical turbine well pump, masonry block well building, 12-foot tall masonry wall, tablet chlorinator in a separate fiberglass enclosure, generator with sub-base fuel tank, flushing main and air gap structure, electrical and instrumentation improvements, and site work. Work included initial site layout so West Yost well design staff could complete design of the below grade structures (test boring and well), and working with City staff to develop concept plans, preliminary design report, and final design of the facility.

Staff Title: Vice President
Office Location: Pleasanton, CA
Years of Experience: 36
Years with West Yost: 24
Professional Registrations
▪ Professional Civil Engineer, California
No. 46872
Education
▪ MS, Structural Engineering, University
of California, Berkeley
▪ BS, Civil Engineering, University of
California, Berkeley
Certifications
▪ Underground Storage Tank Installation
▪ UC Davis Extension, 32-hour Course,
Groundwater Hydrology
▪ UC Davis Extension, 32-hour Course,
Principles of Toxicology
Professional Affiliations
▪ American Society of Civil Engineers
▪ American Water Works Association
▪ Association of California Water
Agencies
▪ WateReuse Association
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Elizabeth Drayer, PE
2 Replacement Well 229, City of Modesto, CA: Principal-in-Charge for preparation of plans and specifications for the above-grade facilities and well equipment to replace Well 229 on the same parcel as the former Well 229, which had been properly abandoned a few years previous. Facilities include a vertical turbine well pump, masonry block well building, chain link fence and gate, tablet chlorinator in a separate fiberglass enclosure, generator with sub-base fuel tank, electrical and instrumentation improvements, and site work. Work included initial site layout so West Yost well design staff could complete design of the below grade structures (test boring and well), and working with City staff to develop concept plans, preliminary design report, and final design of the facility.

Grayson Water Infrastructure Project, Modesto, CA: Project Manager for the Grayson Water Infrastructure Project to evaluate available groundwater treatment options, select a preferred alternative and design new treatment, storage and pumping facilities to provide the community of Grayson with a safe and reliable drinking water supply. Tasks include a treatment alternatives study to evaluate available treatment strategies to meet both primary and secondary drinking water standards per Divison of Drinking Water requirements, design of on-site water storage and pumping facilities, as well as associated environmental studies and public outreach. As an alternative to on-site treatment, the feasibility of constructing a pipeline to connect to the City’s South Modesto service area is also being evaluated, along with alternatives for treating and disposing of the waste stream from the groundwater treatment process.

Well Equipping Template, City of Modesto, CA: QC Reviewer for the development of a well equipping template for the City of Modesto to supplement the City’s standard specifications with requirements specific to well equipping projects. The well equipping template includes provisions for general, civil, architectural, structural, electrical, instrumentation and controls for well equipping projects and will assist the City in standardization of future well facilities.

Jennings Well Treatment Improvements, City of Modesto, CA: QC Reviewer for the planning and design of treatment improvements for the City’s potable water supply well at the City’s Jennings Wastewater Treatment Plant (WWTP). The well currently supplies potable water for use by Jennings WWTP staff. Water produced from the well has consistently exceeded secondary Maximum Contaminant Levels (MCLs) for chloride, manganese, sulfate, and total dissolved solids. To improve water quality from this well and to address concerns from the City’s Safety Officer, the City retained West Yost to evaluate the well and identify recommended improvements.

Water Master Plan Update, City of Milpitas, CA: Project Manager for an update to the Water Master Plan for the City of Milpitas, which also includes a Water Utility Asset Condition Assessment and a Risk and Resiliency Assessment and Emergency Response Plan in compliance with the America’s Water Infrastructure Act of 2018. The Water Master Plan included an update and calibration of the City’s water system hydraulic model, evaluation of recent water use trends and development of future water use projections based on planned development, hydraulic analysis of the City’s water system to identify needed water system improvements, and development of a prioritized capital improvement program for implementation of recommended improvements.

Emergency Response and Preparedness Review, City of Hayward, CA: Project Engineer for performing a review of the City of Hayward’s emergency response documents and emergency preparedness activities as part of the update of the City’s Water Master Plan. Tasks included preparing a list of recommendations for update of the City’s emergency response plan to be consistent with other local, regional and state emergency plans and protocols developed by Alameda County and the California Emergency Management Agency (Cal EMA), development of an emergency training program, development of a water department emergency operations center, and development of a Business Continuity Plan. A review of the City’s emergency water supplies and interties, and their ability to meet emergency water demands, was also conducted.

Emergency Water Supply Support, Mountain House Community Services District, Mountain House, CA: Principal-in-Charge for providing emergency water supply support to the Mountain House CSD. Recent (2015 and again in 2021) declarations of unavailability of water issued by the State Water Resources Control Board indicate that the Mountain House CSD needs to plan for emergency water supplies for short period interruptions (several days), medium period interruptions (several months), and long period interruptions (several years). West Yost has assisted the Mountain House CSD in preparing for a potential long-term interruption of water supply from Byron Bethany Irrigation District (BBID) that could be caused by a catastrophic earthquake destroying several Delta island levees and causing a long-term intrusion of salt water into the Delta and is assisting the Mountain House CSD in the evaluation of several short-term and long-term supply options. #4..
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Mel Damewood, III, PE
QA/QC Reviewer
1 Mel Damewood provides project management and technical services for planning studies, and he provides regulatory solutions for municipal water systems. As a former utilities manager and executive for Eugene Water & Electric Board, Mel has in-depth knowledge of the nexus between planning, engineering, and operations. Mel uses his engineering and management experience to fulfill strategy and planning compliance. Mel was a member of the Water and Wastewater Task Group for the 2013 Oregon Resilience Plan.

EXPERIENCE
2018 America’s Water Infrastructure Act (AWIA) Risk and Resilience Assessment (RRA) and Emergency Response Plan (ERP) Compliance Projects: Project Manager and Project Engineer for numerous all-hazards RRA’s and ERP’s. For each project, West Yost completed a thorough gap analysis after reviewing and organizing previously completed RRA and ERP-related resources. RRA’s and ERPs were completed in accordance with American Water Works Association (AWWA) standards and best management practices.

Each RRA considers natural, built, cyber and personal assets and all threats and hazards.

West Yost conducted multiple seismic vulnerability studies to identify design earthquake and threat likelihood, soil shaking and displacement (Liquefaction and Landslide) impacts of the design earthquake relative to local geology and implemented those characteristics to linear and non-linear assets utilizing American Lifeline Alliance (ALA) and HAZUS methodologies to determine damage estimates and consequences to water facilities. Mel performed project management and seismic evaluations for the following utilities:
▪ Joint Water Commission and Barney Reservoir Joint Operating Commission, Hillsboro, OR ▪ Lake Oswego-Tigard Water Partnership, OR
▪ San Gabriel Valley Water Company, CA
▪ City of Fairfield, CA
▪ City of Sweet Home, OR
▪ City of Hillsboro, OR
▪ City of Davis, CA
▪ City of Florence, OR
▪ City of Vacaville, CA
▪ City of Beaverton, OR
▪ City of Veneta, OR
▪ Winston Dillard Water District, OR
Staff Title: Principal Tech Specialist I
Office Location: Remote Oregon
Years of Experience: 39
Years with West Yost: 4
Professional Registrations
▪ Professional Civil and Environmental
Engineer, Oregon No. 13672
Education
▪ BS, Civil Engineering, Oregon State
University, Corvallis
Certifications and Training
▪ General Post-Earthquake Damage
Inspector (GQI), ATC-45, ATC-20-1
▪ Federal Emergency Management
Agency Training - National Incident
Management System, Incident
Command System Courses, 100, 200,
300, 400, 700, 800
Professional Affiliations
▪ American Water Works Association,
Pacific Northwest Section, 2018–2019
Chair
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Mel Damewood, III, PE
2 2018 America’s Water Infrastructure Act Risk and Resilience Assessment/Emergency Response Plan Compliance Gap Assessment, City of Petaluma, CA: Emergency Planning Lead for a gap analysis of the City’s current risk and resilience assessment and emergency response plan-related documents. West Yost provided a summary table to the City.

Emergency Water Supply Plan, City of Hillsboro, OR: Project Manager. West Yost is currently contracted to provide a provisional water supply plan for the City of Hillsboro (population 100,000). West Yost is investigating various sources, locations and human resource strategies to provide 1 to 2 gallons of water per day per person in the event of a catastrophic emergency and failure of its distribution system.

Current Seismic Vulnerability And Mitigation Planning For The Following Master Plans:
▪ City of Corvallis, OR Wastewater Master Plan (Technical lead for Seismic Study) ▪ City of Albany Water System Master Plan (Project Manager and technical lead for Seismic Study) ▪ City of Cottage Grove Water System Master Plan (Project Manager and technical lead for Seismic Study) Water Master Plan, City of Albany, OR: Project Manager for the Albany Water Master Plan (WMP) and is the primary technical lead for the Resilience Plan and Pipeline Renewal and Replacement Plan of the WMP. Mel has led multiple subconsultants, including non-traditional WMP areas of focus, including Albany’s hydroelectric plant and condition assessments of the SantiamAlbany Canal and structures. This work has included a detailed condition assessment of Albany’s water facilities, which provided valuable information for strategic replacements and CIP work. Mel has also kept the complex project on track in schedule and budget, meeting with Albany’s PM on a regular basis, to discuss issues and concepts that have aided in the overall understanding of utility management strategies in the acceptance and implementation of master plans.

PREVIOUS EXPERIENCE
Eugene Water & Electric Board, Eugene, OR: Chief Engineer, Chief Engineering & Operations Officer, Chief Water Officer, Retired, May 2019. Projects included:
▪ Master Planning: (1) Initiated the first comprehensive master planning process for the electric utility since 1979. (2) Participated and provided leadership for several water system master plans. (3) Instituted the inclusion of integrated resiliency planning within the water master plan, leading the region in resiliency planning and implementation efforts. (4) Project Manager for EWEB’s first Emergency Water Supply Plan. ▪ Capital Planning and Project Implementation: (1) Developed and matured EWEB’s first ongoing 10 year capital improvement plan for the Water Utility. (2) Influenced electric capital planning efforts to expand view from a 5 year plan to a 10 year plan. (3) Managing multimillion dollar capital improvement plans over decades of service. (4) Successfully balanced aging infrastructure needs with financial limitations of the utility. (5) Implemented and successfully delivered on multiple capital projects over the last 15 years
▪ Financial Planning and Fiscal Discipline: (1) Utilized Electric and Water Utility Long-Term Financial Planning methods and methodologies. (2) Utilized budgeting and reporting systems to identify financial issues proactively. (3) Fostered key relationships within EWEB to implement financial and fiscal changes throughout the utility. ▪ Development and Implementation of Policies and Procedures: (1) Customer policies and procedures, interpreting and explaining to the public, adept to conflict resolution. (2) Development of standards, policies and standard operations procedures for utility.
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Andrew Ohrt, PE, CISSP
Lead Facilitator
1 Andrew Ohrt an experienced facilitator and program manager specializing in critical infrastructure resilience. Over the course of Andrew’s career, he has assisted water, wastewater, and power clients to build all-hazards resilience with a focus on cybersecurity. Currently, Andrew leads West Yost’s Resilience Practice. He also leads West Yost’s partnership with Idaho National Laboratory (INL) and the American Water Works Association (AWWA) to bring Cyber-informed Engineering (CIE) to the Water Sector. From 2019-2022 he led West Yost’s support of clients’ America’s Water Infrastructure Act of 2018 (AWIA) compliance efforts. This included over 35 all-hazard risk and resilience assessments (RRAs) and over 80 cyber-RRAs. Between 2019 and 2021, Andrew served as the project lead for development of AWWA’s cybersecurity resources including the Water Sector Cybersecurity Risk Management Guidance and SelfAssessment Tool, the small systems version of the tool, and various training resources. He currently serves as the AWWA G-430 Standard for Security Practices for Operation and Management Committee Chair.

EXPERIENCE
AWIA Compliance Services, City of Modesto, CA: Lead Facilitator for the first round of AWIA compliance in 2020. West Yost supported the City of Modesto with completing its RRA and developing the City’s ERP. The City completed much of the all-hazards RRA, however, West Yost was retained to complete the cyber portion of the assessment. In addition, West Yost developed risk and resilience management strategies to help the City build resilience to the highest risk scenarios.

Consequence-driven, Cyber-informed Engineering (CCE) Training, Idaho National Laboratory (INL), Idaho Falls, ID: Project Manager and Lead Trainer. As a National and Homeland Security certified instructor, Andrew facilitates CCE ACCELERATE trainings on behalf of INL and the Department of Energy. He provides support to both large group instruction and small group, case study discussions. In addition, he has supported the ongoing refinement of training materials. He is actively developing Water Sector-specific CCE resources.

Cyber-informed Engineering (CIE) Implementation Guide Development Support, Idaho National Laboratory (INL), Idaho Falls, ID: Project Manager and Technical Lead. CIE is an emerging approach to engineer out cyber risk from our nation’s critical infrastructure systems. West Yost led the review of principle summaries drafted by INL staff and development of a Water Sector case study for inclusion in the CIE Implementation Guide.

The CIE Implementation Guide is the first resource developed under the guidance of the U.S. Department of Energy. It provides the basis for future cross-sector CIE resource development.

Water Sector Cybersecurity Risk Management Guidance and Self-Assessment Tool Update, American Water Works Association (AWWA), Denver, CO: Project Manager.

The objective of this project was to update the existing AWWA cybersecurity guidance, the use- case tool and associated outreach materials in a manner that facilitates compliance with the intent of the cybersecurity provisions in America’s Water Infrastructure Act of 2018 §2013 Community Water System Risk and Resilience, which requires all community water systems serving populations of 3,300 or more to conduct Staff Title: Resilience Practice Area Lead.

Principal Technical Specialist I
Office Location: Remote Minnesota
Years of Experience: 18
Years with West Yost: 5
Professional Registrations
▪ Professional Environmental Engineer:

Alaska No. 14322, Minnesota
No. 50531, Washington No. 47854
▪ Certified Information System Security
Practitioner (CISSP)
Education
▪ MS, Civil Engineering, University of
Minnesota, Twin Cities
▪ BA, Physics, Gustavus Adolphus
Professional Certificates
▪ Certified Information System Security
Professional
▪ AWWA Utility Risk and Resilience
▪ Envision Sustainability Professional
(ENV SP)
▪ FEMA IS-100.b, IS-120.a, IS-130,
IS-200.B, IS-700.A, IS-800.B, IS-860.B
▪ Institute of Asset Management
▪ Idaho National Laboratory CCE Work
Force Development
▪ Idaho National Laboratory National
and Homeland Security Instructor
Professional Affiliations
▪ American Water Works Association
- Security and Emergency
Preparedness Committee Member
- J100-21 Standard Committee
Member
- G430 Standard for Security Practices
for Operation and Management
Committee - Chair
▪ American Public Works Association –
Cybersecurity Training Development
Work Group
▪ Cyber-informed Engineering Work
Group
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Andrew Ohrt, PE, CISSP
2 and certify completion of an assessment of the risks to, and resilience of their systems, including an emergency response plan. The new provision places emphasis on cybersecurity risks, that could impact the following: 1) Electronic, computer, or other automated systems (including the security of such systems) which are utilized by the system; 2) The financial infrastructure of the system (meaning accounting and financial business systems operated by a utility, such as customer billing and payment systems).

RISK AND RESILEINCE ASSESSMENT AND EMERGENCY RESPONSE PLANNING 2018 America’s Water Infrastructure Act Risk and Resilience Assessment and Emergency Response Plan Compliance Projects:

Program Manager/Technical Lead. West Yost assisted numerous clients with their all-hazards America’s Water Infrastructure Act (AWIA) 2018-compliant Risk and Resilience Assessments (RRAs) and Emergency Response Plans (ERPs). Each project included an assessment of current cybersecurity practices and identified additional cybersecurity practices for implementation. In addition, cyber-incident response procedures were developed and included in emergency response plans.

America’s Water Infrastructure Act Risk and Resilience Assessment, Santa Clara Valley Water District (Valley Water), San Jose, CA: Technical Lead. West Yost assisted Valley Water with their America’s Water Infrastructure Act (AWIA) 2018 (S.3021) risk and resilience assessment (RRA) and emergency response plan (ERP)-compliance certification. West Yost reviewed and documented Valley Water’s previously completed RRAs and ERPs to provide a thorough gap analysis. Staff interviews were be conducted to gather data for sensitive and high-security information. This included interviews with IT and OT cybersecurity staff members. West Yost made project recommendations to address compliance gaps. West Yost completed summary reports for Valley Water to document compliance and will prepare certification letters for submittal to the U.S. Environmental Protection Agency. We developed a compliance dashboard to provide a high-level summary for executives and critical customers.

CYBER-INFORMED ENGINEERING (CIE)/CONSEQUENCE-DRIVEN, CYBER-INFORMED ENGINEERING (CCE) Cyber-informed Engineering Review Services, Eastern Municipal Water District, Perris, CA: Technical Specialist. West Yost led the application of CIE principles to an ongoing engineering design project. This included reviews at the 60% and 90% engineering designs. Recommendations were provided to the asset owner and design engineer to support improved cyber-resilience of the water and wastewater systems.

A Day without SCADA® Emergency Preparedness Exercise, City of Sacramento, CA: Exercise Director. West Yost conducted an emergency preparedness exercise for the City. The scenario simulated a loss of automation within the water system. Consistent with CIE/CCE, a focus of the scenario was to understand current organizational capabilities and engineering of the system to successfully respond and recover. The exercise resulted in an after-action report/ implementation plan with numerous improvements to City operations.

Cyber-Incident Response Planning and Exercising, Eastern Municipal Water District, Perris, CA: Technical Specialist. West Yost supported the development of a cyber-incident response plan for both IT and OT systems. The project team conducted a table-top exercise to train staff and test the draft cyber-incident response plan. The plan was revised based on staff feedback and outcomes from the exercise.

SELECTED PRESENTATIONS AND PUBLICATIONS
▪ Ervin, Dan, Michael Gruenbaum, Mel Damewood, and Andrew Ohrt. Taking Advantage of Earthquake Early Warning Systems.

Journal of the American Water Works Association. July/August 2023. ▪ Ohrt, Andrew. Et al. Engineering Cyber-Physical Resilience. Journal of the American Water Works Association. May 2021. ▪ Ohrt, Andrew, Kevin Morley, Dan Groves, and Joel Cox. Tackle Cybersecurity and AWIA Compliance with AWWA’s New Cybersecurity Risk Management Tool. Journal of the American Water Works Association. March 2020. ▪ Wright, Virginia, Andrew Ohrt, and Andy Bochman. Engineering Cybersecurity into U.S. Critical Infrastructure. Harvard Business Review. April 17, 2023.
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Tara M. Mertz
Cybersecurity
1 Tara Mertz is a Senior Technical Specialist who provides services in operational technology systems master planning and risk assessment with a focus on cybersecurity, network architecture, and governance. Tara joined West Yost in January 2022 and brings to the team 22+ years of public sector IT/OT leadership experience.

Her experience includes project management of cross-functional teams, technical owner’s advisory services, cybersecurity risk assessment, network design, and implementation planning. She is technically proficient and effectively communicates strategic planning vision to stakeholders.

Through her long-term involvement as a member of the Municipal Information Systems Association of California (MISAC) and the northern California Critical Infrastructure Security working group, Tara has cultivated respect from her water and wastewater peers and developed long-lasting relationships.

EXPERIENCE
SCADA Cybersecurity Baseline Assessment, Waterman Water Treatment Plant, City of Fairfield, CA: Project Manager and Technical Team Member. As Phase I, conducted and assessed the current cybersecurity posture of the Waterman SCADA systems in alignment with industry best practices including NIST CSF and CISA CIS Controls v8. The scope of work included site visits to collect data and evaluate configurations then develop documentation of the current state and prioritized recommendations for addressing vulnerabilities and improving resiliency.

SCADA Cybersecurity Baseline Assessment, Las Gallinas Valley Sanitary District, San Rafael, CA: Project Manager and Technical Lead. West Yost OTCR provided services to Las Gallinas Valley Sanitary District to provide a comprehensive SCADA network assessment aimed at identifying, documenting, and outlining any cybersecurity deficiencies or areas which may benefit from alternative improvements. Tara was responsible for providing overall project management, coordinating site visits for evaluation of systems and data collection, and development of a prioritized list of projects based on recommendations for foundational cybersecurity safeguards.

AWIA Cybersecurity Improvements, East Orange County Water District, Orange, CA:

Subject Matter Expert. Tara is responsible for the overall execution and coordination of all aspects of the project including reviewing vendor submittals related to hardware and software, development of policies and procedures, and assistance with managing the District’s ongoing SCADA governance initiative. West Yost previously conducted the District’s AWIA cybersecurity assessment using the AWWA Cybersecurity Tool and Guidance. The cybersecurity assessment identified the need for the District to conduct a SCADA Master Plan with a strategic approach to system-wide SCADA technology and support improvements. West Yost developed the District’s SCADA Master Plan. The SCADA Master Plan identified key cybersecurity improvements, including policies and procedures, access control and physical security improvements, and execution of an ongoing SCADA governance initiative. Through this project, West Yost will assist the District with implementation of the required cybersecurity improvements.

Staff Title: Senior Technical Specialist II
Office Location: Sacramento, CA
Years of Experience: 22
Years with West Yost: 2
Education
▪ BA, Communications, San Diego State
University
▪ SANS MGT414: SANS Training Program
for CISSP Certification
▪ Department of Homeland Security, 201
– Intermediate Cybersecurity for
Industrial Control Systems
▪ Department of Homeland Security, 301
– ICS Cybersecurity
▪ VMWare vSphere v7.x Install,
Configure, Manage
▪ Cisco Security CSFPA and CSVPN
▪ Homeland Security/FEMA Certificates:

IS100, IS120, IS130, IS200, IS553,
IS700, and K146
Certifications
▪ CompTIA Security+ SY0-701, 2024
▪ MCPS: Microsoft Certified Professional,
2018
Professional Affiliations
▪ Control Systems Cybersecurity
Association International CS2AI
Professional Qualifications
▪ Databases: MS SQL, Oracle, MySQL,
PostgreSQL
▪ Network: HPE, Cisco, Ubiquiti
▪ Operating Systems: Windows, Linux,
Mac
▪ Open-Source Tools: Metasploit,
Wireshark
▪ Web Servers: IIS, Apache
▪ Wireless Technology: Nokia, GE MDS,
SAF Tehnika, Phoenix Contact
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Tara M. Mertz
2 IT and SCADA Infrastructure Cybersecurity Risk and Vulnerability Assessment, Eastern Municipal Water District, Perris, CA:

Project Manager. Tara is responsible for providing overall project management, data collection, baseline gap analysis, assessment using NIST-CSF framework, and development of project portfolio based on recommendations.

IT and SCADA Cybersecurity Incident Planning and Day Without SCADA Training Exercise, County of Placer, Auburn, CA: Project Manager and Technical Team Member. Through a DHS Grant, Placer County sponsored the workshop and exercise to further develop cyber emergency management knowledge and resources throughout the County in the event of a water/wastewater cyber incident.

Tara supported the County CISO and County OES in cyber incident response planning, facilitating the workshop and training exercise, and review and recommendations for the content of the County’s cyber-annex within their Emergency Response Plans.

SCADA Technology Upgrades Project Phase 1, Fairfield- Suisun Sewer District, Fairfield, CA: Technical Lead. West Yost OTCR provided services for the network design and initial comprehensive cybersecurity assessment of the District’s core SCADA systems including servers, workstations, network equipment, and software. Tara documented the current condition of the network communications equipment including routers, switches, and firewalls and provided recommendations for secure network convergence between the SCADA and untrusted networks as well as improvements to enhance resiliency through distributed architecture of the core SCADA servers.

SCADA Technology Upgrades Project Phase 2, Fairfield- Suisun Sewer District, Fairfield, CA: Project Manager and Technical Lead.

As Phase 2, Tara and her team developed hardware and software performance specifications, bills of materials, an implementation plan, and designed high level network architecture cybersecurity improvements including virtualization of the core SCADA systems and segmentation of the networks. The project work includes technical owner’s advisory services and engineering support during implementation of upgrades to the SCADA Software HMI and industrial alarm system. Tara is also supporting the District as program manager to coordinate and validate the work performed by contractors and subcontractors of the District.

Operational Technology Planning Services Project, Honolulu Board of Water Supply’s (BWS), HI: Subject Matter Expert. Tara focuses on developing a comprehensive plan for addressing operational technology (OT) issues across all Divisions of BWS. The plan also justifies the business needs for operational technology upgrades, creates a roadmap for implementation and outlines tactical implementation approaches for BWS to structure technology investments. Tara has used her background in water utility IT and OT to assist in creating recommendations for OT Wireless technology and SCADA Network improvement projects as well as providing QA/QC to the project.
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Sarah Walsh, PE
Project Engineer
1 Sarah Walsh specializes in risk and resilience planning and execution for water and wastewater utilities. Recently, she has been serving as a risk and resilience technical specialist to aid utilities in achieving compliance with the amendments to the Safe Drinking Water Act; America’s Water Infrastructure Act of 2018 (AWIA) with risk and resilience assessments (RRAs) and emergency response plans (ERPs). She has a breadth of experience across multiple industry sectors including program management, asset management, regulatory compliance, as well as water, wastewater and stormwater operation analysis and optimization. Sarah is a registered Professional Engineer and has completed the AWWA Utility Risk and Resilience Certification as well as numerous FEMA certifications.

EXPERIENCE

RISK AND RESILIENCE PLANNING AND MITIGATION
2018 America’s Water Infrastructure Act, Risk and Resilience Assessment and Emergency Response Plan Compliance Projects: Sarah has served as Risk and Resilience Technical Specialist in assisting approximately 40 clients to achieve compliance with AWIA regulations through conducting RRAs, as well as developing or expanding ERPs. AWIA compliance is achieved in utilizing cross-sector best practices from the American Water Works Association as well as resources from the Federal, and industry partners.

Each RRA considers natural, built, cyber, and personnel assets and any relevant threats or hazards which the utility may encounter. Risk and resilience management strategies are developed for assets having the highest associated risk in order to reduce vulnerability; these strategies feed into the new requirements for ERPs. A gap analysis is conducted on existing ERPs and recommendations are presented in order to develop an AWIA complaint document. Finally, assistance is given to the utility in order to self-certify to the Environmental Protection Agency before the utility’s regulatory deadline.

Sarah is serving as West Yost’s AWIA Program Manager for the subsequent regulatory round of AWIA compliance.

AWIA Compliance Services, City of Modesto, CA: Project Engineer for the first round of AWIA compliance in 2020. West Yost supported the City of Modesto with completing its RRA and developing the City’s ERP. The City completed much of the all-hazards RRA, however, West Yost was retained to complete the cyber portion of the assessment. In addition, West Yost developed risk and resilience management strategies to help the City build resilience to the highest risk scenarios.

Emergency Drinking Water Supply Plan, City of Hillsboro, Hillsboro, OR: Sarah is serving as Project Engineer in developing an emergency drinking response plan for the City. The plan includes definition of supply and demand recommendations and alternatives, development of a distribution plan and discussion of staffing and considerations for equity and vulnerable populations.

Staff Title: Technical Specialist IV
Office Location: Remote Wisconsin
Years of Experience: 8
Years with West Yost: 4
Professional Registrations
▪ Professional Engineer,
Wisconsin No. 47345
Education
▪ MS, Environmental Engineering,
University of Minnesota - Twin Cities,
Minneapolis
▪ BS, Environmental Engineering,
Marquette University, Milwaukee, WI
Certifications
▪ AWWA Utility Risk and Resilience
Certification
▪ FEMA IS-100, IS-120, IS-130, IS-139, IS200, IS-700, IS-800, IS-1300 Professional Affiliations
▪ American Water Works Association,
Emergency Preparedness and Security
Committee – Secretary
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Sarah Walsh, PE
2 Seismic Assessment of Linear Assets, Woodinville Water District, Woodinville, WA: Sarah has served as Project Engineer in conducting a fragility analysis for the linear water assets of the utility. The project included using geographic information system (GIS) data and existing planning documentation to calculate the estimated number of leaks and breaks in the distribution system and transmission lines following a scenario earthquake.

Emergency Response Plan Update, East Valley Water District, Los Angeles, CA: Sarah served the technical specialist to review an existing emergency response plan and perform a gap analysis using industry and best practice guidance to develop an outline for the revised plan. Sarah conducted a review of established California Legislation to ensure the plan complied with State regulatory requirements.

TECHNOLOGY PLANNING
Operational Technology Strategic Plan for Honolulu Board of Water Supply (BWS), City and County of Honolulu, HI: Project Engineer and Project Manager.

CONFERENCE PRESENTATIONS & PUBLICATIONS
▪ Cox, Joel, Andrew Ohrt, Sarah Walsh, and Bailey Bartolucci. Is Your Utility Leaking More Than Just Water? Journal of the American Water Works Association. July/August 2021.
▪ Walsh, Sarah. “Data, Dollars and Drops: Things You Don’t Want Leaking from Your System” AWWA Water Infrastructure Conference. 2021.
▪ Walsh, Sarah. “Don’t be Scared of Your SCADA: Cyber Informed Engineering for the Water Sector” Wisconsin AWWA Annual Conference. 2020.
▪ Walsh, Sarah. “Asset Management – Are we missing anything?” Indiana AWWA Annual Conference. 2017. #4..
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WE SUPPORT OUR COMMUNITIES

WE ARE WATER FOCUSED

WE TAKE PRIDE IN WHAT WE DO

WE STRIVE TO BECOME OUR BEST
WE DO WHAT’S RIGHT

WE BELIEVE IN QUALITY

WE LISTEN

WE SOLVE CHALLENGING PROBLEMS

WE SEE THE BIGGER PICTURE

WE TAKE OWNERSHIP

WE COLLABORATE

WE HAVE FUN

WE ARE WEST YOST
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

September 23, 2024
Date: August 30, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Engineering Services Agreements with Woodard and Curran for the River Trunk, South Trunk, and Santa Rosa Phase II Sewer Trunk Rehabilitation Project
CONTACT: Cristian Ciotau, Engineering Division Manager
[email protected], 209-571-5175
DESCRIPTION:

Consider an Engineering Services Agreement with Woodard and Curran, of Sacramento, CA, for the River Trunk, South Trunk, and Santa Rosa Phase II Sewer Trunk Rehabilitation Project, in an amount not to exceed $811,646 and forwarding to Council for approval. (Funding Source:

Wastewater Fund)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The 2016 Wastewater Collection System Condition Assessment Report prepared by Brown and Caldwell provided Utilities Department staff with an understanding of current pipeline and manhole conditions in the collection system by inspecting and assessing a representative number of unlined reinforced concrete pipe reaches and manholes. The report documented the procedures and findings of the investigation and provided recommendations for the repair and rehabilitation of the pipeline and manhole assets.

The following areas have been identified as being moderately to severely deteriorated: River Trunk - this area will rehabilitate approximately 2,800 feet of 30-inch unlined reinforced concrete pipe with 8 associated manholes.
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Finance Committee, September 23, 2024
Engineering Services Agreements with Woodard and Curran for the River Trunk, South Trunk, and Santa Rosa Phase II Sewer Trunk Rehabilitation Project

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Finance CommitteeSeptember 23, 2024

Finance Committee
September 23, 2024