Economic Development Committee
October 7, 2024

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www.modestogov.com
AGENDA
City of Modesto

ECONOMIC DEVELOPMENT COMMITTEE

COUNCIL WORKSHOP
2001-40 Del Puerto Room.

Tenth Street Place, 1010 10th Street
Modesto, California
Monday, October 07, 2024 at 4:00 PM
Roll Call: Chris Ricci, Chair
Eric Alvarez, Vice-Chair
Sue Zwahlen, Member
Alternates: Nick Bavaro, Rosa Escutia-Braaton, Jeremiah Williams, David Wright 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.

THE MEETING CAN BE VIEWED BY ZOOM VIDEO

CONFERENCING OR TELEPHONE
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Joining the Committee meeting via Telephone
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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 an Engineering Services Agreement with O’Dell Engineering, of Modesto, CA, for the Sonoma Sewer Trunk Phase 4b Project in an amount not to exceed $80,300 and forwarding to Council for approval. (Funding Source: Wastewater Fund)  Motion recommending an Engineering Services Agreement with O’Dell Engineering, of Modesto, CA, for the Sonoma Sewer Trunk Phase 4b Project in the amount of $73,000, plus $7,300 in additional services, if needed, for a total amount not to exceed $80,300 and forwarding to Council for approval. - 3 -
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 Motion recommending amending the Fiscal Year 2024-25 Capital Improvement Program Budget in the amount of $2,005,300 to be transferred into the Project from Wastewater Reserves to fund the Sonoma Sewer Trunk Phase 4b Project and forwarding to Council for approval.

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

2. Consider an Agreement for the Purchase of Variable Frequency Drive Units with Wille Electric Supply Company, Inc. of Modesto, CA, for a total amount not to exceed $796,515 over five years and forwarding to Council for approval. (Funding Source:

Water Fund, Sewer Operations Fund)
 Motion recommending the Award of Bid and Agreement for the Purchase of Variable Frequency Drive Units to Wille Electric Supply Company, Inc. of Modesto, CA, for a two-year Agreement with three one-year extension options, for an estimated annual amount of $150,000 and a total amount not to exceed $796,515 over five years and forwarding to Council for approval.

UTILITIES; Manuel Martinez, 209-342-4592, [email protected] Consent

3. Consider the First Amendment with AERC Acquisition Corporation of Hatboro, PA, for the Removal and Recycling of Universal Waste increasing the Agreement amount by $95,000 to a revised total amount of $135,000 over five years and forwarding to Council for approval. (Funding Source: Various Funds)
 Motion recommending the First Amendment with AERC Acquisition Corporation of Hatboro, PA, for the Removal and Recycling of Universal Waste, increasing the Agreement amount by $95,000 from $40,000 to a new total amount of $135,000 over five years and forwarding to Council for approval.

UTILITIES; Manuel Martinez, 209-342-4592, [email protected]

NEW BUSINESS

4. Consider an Agreement with Eagle Aerial Solutions of Irvine, CA for a WaterView Software as a Service (SaaS) subscription for a total amount not to exceed $495,000 over five years and forwarding to Council for approval. (Funding Source: Water Fund)  Motion recommending the Sole Source Agreement with Eagle Aerial Solutions, LLC, of Irvine, CA for the WaterView SaaS for a five-year Agreement, for an initial cost of $134,600 and an estimated annual amount of $90,100, for a total amount not to exceed $495,000 over five years; and forwarding to Council for approval.

UTILITIES; Manuel Martinez, 209-342-4592, [email protected]

ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on - 4 -
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at by
date time signature
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 07, 2024
September 16, 2024
TO: Economic Development Committee
Chris Ricci, Chair
Eric Alvarez, Vice-Chair
Sue Zwahlen, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Engineering Services Agreement with O’Dell Engineering for the Sonoma Sewer Trunk Phase 4b Project
CONTACT: Cristian C. Ciotau, Engineering Division Manager, [email protected], 209-571-5175
DESCRIPTION:

Consider an Engineering Services Agreement with O’Dell Engineering, of Modesto, CA, for the Sonoma Sewer Trunk Phase 4b Project in an amount not to exceed $80,300 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 Wastewater Collection System Master Plan identifies the Sonoma Trunk Extensions as a system that must be constructed to serve future development of the Roselle/Claribel Comprehensive Planning District located in the northeast area of the City. Within this area is the proposed Tivoli Development which will require the construction of the Sonoma Trunk Extensions.

O’Dell Engineering (O’Dell), a Westwood Company, has been involved with preliminary engineering studies for the Tivoli Development and has assisted the City, as well as the development groups. O’Dell is the design engineer for the first phase of the Tivoli Development, located at Sylvan Avenue and Aria Way, and for the Sonoma Sewer Trunk Phases 3 and 4a. #1..
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Economic Development Committee, October 07, 2024
Engineering Services Agreement with O’Dell Engineering
for the Sonoma Sewer Trunk Phase 4b Project

The first phase of the Sonoma Trunk Extension has been constructed along Sylvan Avenue, from Wood Sorrel Drive to Aria Way. The second phase has also been constructed and includes the Tivoli Lift Station and sewer main improvements along Oakdale Road. Phases 3 and 4a are anticipated to begin construction in the winter of 2024.

The last portion of the Sonoma Trunk extension is Phase 4b, which will consist of the installation of approximately 1,500 feet of 18-inch and 21-inch diameter sewer trunk beginning at the proposed alignment of Mable Avenue and continuing northerly to the proposed alignment of Claratina Ave.

DISCUSSION:

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, exceptions to the formal bidding process are granted in Modesto Municipal Code Section 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determiners that a process other than the formal bid procedure set forth in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality”.

Here, considering that the Tivoli Development requires the sewer trunk extension to be installed prior to the development to transpire, staff coordinated with the Tivoli Development team on the partnering opportunity to utilize O’Dell to design phase 4b of the Sonoma Trunk Extensions.

O’Dell’s involvement with the Tivoli Development, familiarity and knowledge of City Standards and being the engineer of record for the Sonoma Sewer Trunk Phases 3 and 4a, provides them with the project understanding that will benefit the design of the proposed Sonoma Sewer Trunk Phase 4b Project. O’Dell has rendered satisfactory services with the City on previous projects which includes the Sutter Trunk Rehabilitation and Highway Village Strengthen and Replace Water mains projects.

The scope of services to be provided under this agreement includes:
 Topographic Survey
 Preliminary Design Report
 Construction Documents
 Site Specific Stormwater Pollution Prevention Plan (SWPPP)  Project Management and Meetings
 Bid Support Services
Therefore, staff recommends that an Engineering Services Agreement with O’Dell Engineering for the Sonoma Sewer Trunk Phase 4b Project should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(d).

FISCAL IMPACT:

Expenses associated with the Sonoma Trunk Sewer Phase 4b Project will be housed in the following Capital Improvement Program Project:
101620 – Sonoma Sewer Trunk Ph 4
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Economic Development Committee, October 07, 2024
Engineering Services Agreement with O’Dell Engineering
for the Sonoma Sewer Trunk Phase 4b Project

ANTICIPATED ENGINEERING EXPENDITURES:

Construction $1,500,000
Construction Contingency $200,000
Construction Administration – City Staff $200,000
Engineering Services Agreement – O’Dell $73,000
10% Additional Services, if needed $7,300
Engineering/Design/Administration – City Staff $50,000
TOTAL: $2,030,300
CEQA/NEPA REQUIREMENTS:

Environmental review has been provided through the 2017 Wastewater Master Plan Environmental Impact Report (EIR) (SCH # 2016062033) certified by Council on January 28, 2020.

STAFF RECOMMENDATION:

Motion recommending an Engineering Services Agreement with O’Dell Engineering, of Modesto, CA, for the Sonoma Sewer Trunk Phase 4b Project in the amount of $73,000, plus $7,300 in additional services, if needed, for a total amount not to exceed $80,300 and forwarding to Council for approval.

Motion recommending amending the Fiscal Year 2024-25 Capital Improvement Program Budget in the amount of $2,005,300 to be transferred into the Project from Wastewater Reserves to fund the Sonoma Sewer Trunk Phase 4b Project and forwarding to Council for approval.

Approved by:

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

1. O’Dell Engineering – Agreement

2. O’Dell Engineering – Exhibits to Agreement
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AGREEMENT FOR ENGINEERING DESIGN SERVICES FOR
SONOMA SEWER TRUNK PHASE 4b PROJECT
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 O’DELL ENGINEERING, a Westwood Company from California, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. The City has determined that engineering design services should be performed for the Sonoma Sewer Trunk Phase 4b Project for the City.

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

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

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "project". 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 #1..
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performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

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

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed SEVENTY-THREE THOUSAND AND 00/100 DOLLARS ($73,000.00) (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. #1..
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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 SEVEN THOUSAND, THREE HUNDRED AND 00/100 DOLLARS ($7,300.00). 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 EIGHTY THOUSAND, THREE HUNDRED AND 00/100 DOLLARS ($80,300.00). 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 warrants that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further warrants that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project.
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5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Mike Persak, PE, 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 fifteen percent (15%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used 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.

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 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.
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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. #1..
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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. 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 #1..
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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 #1..
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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: O’Dell Engineering a Westwood Company Address: 1165 Scenic Drive, Suite B
Modesto, CA 95350
Attention: Mike Persak, P.E.

Phone: (209) 571-1765 Ext. 132
Facsimile: (209) 571-2466
E-mail: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Cristian Ciotau, Engineering Division Manager Phone: (209) 571-5175
Facsimile: (209) 522-1780
E-mail: [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. #1..
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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 #1..
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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 by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for #1..
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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 #1..
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previously paid to the Consultant.

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, arising directly or indirectly out of any negligent 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. #1..
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Consultant's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Consultant to procure and maintain a policy of insurance.

18. DISPUTE RESOLUTION.

All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this 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 #1..
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Association within ninety (90) days after mailing of the written rejection by City to Consultant.

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

The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made.

Both City and Consultant shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.

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

The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitrator shall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the 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 #1..
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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 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. #1..
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21. WAIVER.

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

22. AUDIT.

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

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

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

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

Consultant will have a City of Modesto business license.

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 O’DELL ENGINEERING a Westwood Company has caused this agreement to be duly executed as of the Effective Date. #1..
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CIVIL ENGINEERING PROPOSAL
J:\Marketing\M Projects\0058084.00 Sonoma Sewer Trunk 4b\_Preliminary Proposals\PROPOSAL-2024-08-29-Sonoma Sewer Trunk Phase 4b.docx

PROPOSAL
O’Dell Engineering
p:209.571.1765 | 1165 Scenic Drive, Suite A, Modesto, CA 95350 www.westwoodps.com | www.odellengineering.com 1
Date: August 29, 2024
To: Chris Meneo
City of Modesto

From: Mike Persak, E: [email protected]
Re: Sonoma Sewer Trunk, Phase 4b / Project P0058084
Project Description
This project includes the civil engineering design of the Sonoma Sewer Trunk Phase 4b Project. This project will install approximately 1,500 feet of 18” & 21” new Sewer Trunk beginning at the proposed alignment of Mable Avenue and continuing northerly to the proposed alignment of Claratina Avenue. See attached exhibit. Our design will be based upon the Sonoma Sewer Trunk Preliminary Design Report prepared for the City of Modesto by HDR Engineering. The following outline includes the tasks that will be performed.

Scope of Work
Task 1: Topographic Survey
• Perform cross-section survey of pipe alignment at 100-foot intervals. • Perform topographic survey of all hardscape and softscape, including: grade breaks, high points, low points. In flat areas, measure spot elevations in a grid pattern at 100-foot intervals. • Locate surface-visible utility features and improvements, such as: signs, fences, walls, buildings, striping, driveways, walkways, drainages, structures, lights, poles, bollards, general limits of vegetated or landscaped areas, USA markings, vaults, valves, meters, boxes, pedestals, cleanouts, manholes, drain inlets, catch basins, culverts, outfalls, and standpipes. • Trees 6” in diameter or larger will be located.
• At manholes and accessible structures measure invert elevation of all gravity storm drains and sewer pipes. Annotate topographic survey drawing with invert elevation, approximate diameter, and orientation of each pipe visible at the time of the survey. Where access is not practical, O’Dell Engineering shall indicate by notation on the mapping deliverable. • Prepare topographic map at a 1” = 20’ scale.

DELIVERABLE:
 Digital copy of the topographic survey in AutoCAD Civil 3D 2022 format.  PDF copy of topographic survey on O’Dell titleblock.

Task 1 Cost: T&M Estimated Budget $ 18,000.00
Task 2: Preliminary Design Report
• Confirm the design criteria and existing project documents. #1..
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J:\Marketing\M Projects\0058084.00 Sonoma Sewer Trunk 4b\_Preliminary Proposals\PROPOSAL-2024-08-29-Sonoma Sewer Trunk Phase 4b.docx

PROPOSAL
O’Dell Engineering
p:209.571.1765 | f:209.571.2466
1165 Scenic Drive, Suite A, Modesto, CA 95350 | www.odellengineering.com 2 • Create a base drawing (CAD) using the topo drawing (CAD file), as well as the project layout drawings. This will be used as the base for the improvement plan drawings. • Prepare a preliminary layout of the new sewer mains and connections based on the location of the proposed streets and other utilities.
• Prepare a Preliminary Design Report (10% design). This report shall include:
o Existing conditions
o Verification of design criteria
o Design concepts and alternatives for pipeline alignment, potential utility conflicts, manhole locations, etc.
o Proposed horizontal and vertical design
• Prepare preliminary engineer’s opinion of probable cost with allowances for contingencies. • Submit Preliminary Design Report to City for review.
• Perform minor revisions to Preliminary Design Report based on City comments.

DELIVERABLES:
 10% Preliminary Design Report, Electronic copies in PDF  Preliminary Engineer’s Opinion of Probable Cost, Electronic copies in PDF Task 2 Cost: T&M Estimated Budget $ 9,000.00
Task 3 : Construction Documents (PS&E)
• Based on the preliminary design report and any comments received from the City, prepare the 35% improvement plans with AutoCAD Civil 3D 2022. Prepare technical specifications outline for the project. Prepare an engineer’s opinion of probable cost based on the 35% plans. • The improvement plans shall at a minimum include:
o Cover Sheet
o Notes Sheet
o Utility Plans
o Plan & Profile Sheets (estimated 5 plan & profile sheets). o Detail Sheets
• Submit the 35% plans, engineer’s opinion of probable cost, and outline specifications to the City for review.
• Based upon the City’s review comments from the 35% submittal and the meeting with City staff to discuss the comments, prepare the 90% PS&E, incorporating City comments and any other comments received by local utilities.
• Based upon the City’s review comments from the 90% submittal and the meeting with City staff to discuss the comments, prepare the Final PS&E, incorporating the City comments. • Perform quality control reviews prior to each submittal, to assure the quality of the deliverable and conformance to the City Standards.

DELIVERABLES:
 35% PS&E
 90% PS&E
 Final PS&E
 Electronic copies in PDF and ACAD format, if requested Task 3 Cost: T&M Estimated Budget $ 32,500.00
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J:\Marketing\M Projects\0058084.00 Sonoma Sewer Trunk 4b\_Preliminary Proposals\PROPOSAL-2024-08-29-Sonoma Sewer Trunk Phase 4b.docx

PROPOSAL
O’Dell Engineering
p:209.571.1765 | f:209.571.2466
1165 Scenic Drive, Suite A, Modesto, CA 95350 | www.odellengineering.com 3 Task 4: SWPPP
• Permit Registration Documents including Risk Assessment, Site specific SWPPP approved by QSD, Site Maps, and NOI for LRP review (Fees provided by Client).

DELIVERABLES:
 SWPPP, Electronic copies in PDF
Task 4 Cost: T&M Estimated Budget $ 2,500.00
Task 5 : Project Management and Meetings
• Schedule a kick-off meeting with the City to clarify the exact Scope of Work and all expectations, identify key design issues, confirm the required design concepts, design criteria, and design standards which apply to this project, as well as discuss the project schedule. The meeting will also be a forum to establish consensus for the project goals and objectives that will be used as a basis for the PS&E and to define project milestones.
• Research and review all pertinent documents including GIS data, aerial photograph, geotechnical report, photos, right-of-way maps, as-built plans, and record maps. • Coordinate with the relevant utility companies and prepare utility letters to them notifying them of the project. Obtain information from each regarding the location of their existing facilities. • Perform site reconnaissance visits to evaluate site conditions and identify potential conflicts/design issues.
• Regularly communicate with City staff and MID to provide updates and obtain input on design issues.
• Attend design/coordination meetings with City staff and MID, if required. (Assumes 4 meetings at 1 hours each.)
DELIVERABLES:
 Meeting notes
 Utility letters
Task 5 Cost: T&M Estimated Budget $ 7,500.00
Task 6: Bid Support Services
• Provide Bid Support as needed, including responding to Requests for Information (RFIs) from bidder’s and/or City. Stamp & sign bid addendum as needed.

DELIVERABLES:
 Responses to RFIs
 Stamped & Signed Addendum
Task 6 Cost: T&M Estimated Budget $ 3,500.00
TOTAL ESTIMATED FEES: T&M Estimated Budget $ 73,000.00
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J:\Marketing\M Projects\0058084.00 Sonoma Sewer Trunk 4b\_Preliminary Proposals\PROPOSAL-2024-08-29-Sonoma Sewer Trunk Phase 4b.docx

PROPOSAL
O’Dell Engineering
p:209.571.1765 | f:209.571.2466
1165 Scenic Drive, Suite A, Modesto, CA 95350 | www.odellengineering.com 4 Notes:

1. Additional services and/or meetings requested by the client may be performed on a time-and-materials basis in accordance with the attached rate table.

Client to Provide:
• Site access
• Existing utility records, including as-builts, record drawings, plans, or GIS information, knowingly possessed by or available to client
• Geotechnical report
• All agency fees
• Title reports, if needed
• Specification boilerplate
• USA requests, if appropriate
Assumptions:
• Plans will be based on City of Modesto Standard Specifications and Drawings and Caltrans Standard Plans and Specifications
Exclusions:
• No geotechnical work has been included
• No utility potholing, subsurface utility research or locating is included • No utility relocation work is included
• No mapping of small trees, shrubs, or other minor vegetation is included • No survey monument preservation as defined and required by Section 8771 of the Professional Land Surveyors’ Act is included
• No boundary surveying as defined in Section 8726(c) of the Professional Land Surveyors’ Act is included • No right-of-way or easement acquisition services are included • No construction staking is included, but can be added as the client’s request • No QSP services are included, but can be added at the client’s request • No engineering support during construction is included • No construction management or inspection services are included • No public outreach or correspondence with property owners is included • No traffic control plan is included
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OAKDALE ROAD POST OFFICE DR

ELSAKR WAY SYLVAN AVE

WOOD SORREL DR

CARDINAL FLOWER AVE

ORCHESTRA PLACE

ARIA WAY IVES ST MEDINAH CT MAESTRO WAY VIENNA CT OAKDALE ROAD

LYDIA LN SYLVAN AVE
JEFFREY DR CARL WAY MABLE AVE LEGEND PHASE 1: SONOMA TRUNK (100% DESIGN) PHASE 2: SONOMA LIFT STATION AND OAKDALE SEWER MAIN (80% DESIGN) PHASE 3: SONOMA TRUNK (35%DESIGN)PHASE 4: SONOMA TRUNK (15%DESIGN) PHASE 4: SONOMA TRUNK (15% DESIGN) PHASE 3: SONOMA TRUNK (35% DESIGN) PHASE 2: SONOMA LIFT STATION AND OAKDALE SEWER MAIN (80% DESIGN) PHASE 1: SONOMA TRUNK (100% DESIGN) P:\12 Sanitary Sewers\Current CIPs\12D-00544 Sonoma Trunk (100533)\PLANS\DWG\0533_X-Phasing Exhibits.dwg pking 8/18/20 14:05 CITY OF MODESTO UTILITIES DEPARTMENT PO BOX 642 1010 10TH STREET MODESTO, CA 95353 PROJECT SITE ADDRESS: DRAWN BY: CHECKED BY: DATE: SCALE: EXHIBIT: PROJECT: MODESTO, CALIFORNIA SONOMA TRUNK EXTENSION PSKCCC 8/13/2020 1"=400' PH-1

OAKDALE ROAD CLARATINA AVE
ROSALINA DR ROSALINA CT STARLIGHT DR HISTORY WAY SPLENDOR WAY Phase 4b #1..
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TBPLS Firm No. 10074302

FEE SCHEDULE FOR SERVICES
2024 – California
The following is the fee schedule for all work performed under an hourly agreement.

Classification Hourly Rate
Survey Tech I – Survey Tech VI ...........................................................................$110.00 – $195.00 Survey Field I – Survey Field VII ........................................................................ $100.00 – $210.00 Graduate Surveyor I – Graduate Surveyor III.....................................................$145.00 – $165.00 Surveyor I – Surveyor VI.....................................................................................$160.00 – $255.00 Remote Sensing Field Tech I – Remote Sensing Field Tech VI.......................... $90.00 – $205.00 Remote Sensing Tech I – Remote Sensing Tech VIII.........................................$130.00 – $220.00 Engineering Technician I – Engineering Tech VII.............................................$105.00 – $200.00 Graduate Engineer I – Graduate Engineer IV....................................................$150.00 – $200.00 Engineer I – Engineer VII ...................................................................................$185.00 – $290.00 Environmental Scientist I – Environmental Scientist VIII................................$120.00 – $245.00 Environmental Field I – Environmental Field III............................................... $105.00 – $125.00 GIS I – GIS VIII ................................................................................................... $100.00 – $205.00 Graduate Landscape Designer I – Graduate Landscape Designer III................$145.00 – $165.00 Landscape Architect I – Landscape Architect VI ...............................................$160.00 – $240.00 Admin I – Admin V............................................................................................... $115.00 – $165.00 Intern I – Intern III ............................................................................................... $90.00 – $130.00 Assistant Project Manager I – Assistant Project Manager III............................ $190.00 – $215.00 Project Manager I – Project Manager VII..........................................................$ 200.00 – $315.00 1 Person Geospatial Crew (w/Truck) .................................................................................... $165.00 Expert Witness – Court Appearance/Deposition...................................................................2 x rate Westwood Current™ (Geospatial Project Management Tool) Setup and Licensing .......$600.00+ Specialized Geospatial Equipment – Per Day Use ........................................ $200.00 – $3,000.00 Charges for Other Direct Costs, Outside Services, and facilities furnished by Westwood are computed on the basis of actual cost plus 15 percent.
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 7, 2024
Date: September16, 2024
TO: Economic Development Committee
Chris Ricci, Chair
Eric Alvarez, Vice-Chair
Sue Zwahlen, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Variable Frequency Drive Purchase Agreement
CONTACT: Manuel Martinez, Acting Water Division Manager, [email protected], 209-342-4592
DESCRIPTION:

Consider an Agreement for the Purchase of Variable Frequency Drive Units with Wille Electric Supply Company, Inc. of Modesto, CA, for a total amount not to exceed $796,515 over five years and forwarding to Council for approval. (Funding Source: Water Fund, Sewer Operations 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 Utilities Department, Water and Wastewater Divisions, uses variable frequency drive units (“VFDs”) to stabilize water pressure and wastewater flows in the City’s water and wastewater system. The Water Division has approximately one hundred and twenty-five (125) VFDs throughout the City. The Wastewater Division has approximately ninety-seven (97) VFD units in use throughout the Sutter and Jennings Treatment plants as well as sewer lift stations throughout the City.

VFDs are a crucial component of the City’s infrastructure. VFDs are used to control pump motors for domestic drinking water well pumps and sewer lift stations. In the City’s application VFDs are used to match the load requirements by varying motor speeds to maintain water pressure and sewer pumping station levels that are a constant variable due to customer demand conditions.

VFDs can help reduce energy costs when compared to other motor controls because they only apply the necessary power to maintain a programmed setpoint. VFDs range in size from 10-HP to 250-HP, and depending on the size of the pump motor, the prices can range from $2,000 to $20,000 per unit.
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Economic Development Committee, October 7, 2024
Variable Frequency Drive Purchase Agreement

DISCUSSION:

On April 3, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for the Purchase of VFDs. On May 31, 2024, the Purchasing Division issued Invitation for Bids (IFB) No. 2324-85, Purchase of VFDs, on the City’s PlanetBids public bidding website under various commodity codes1. Prospective bidders were notified online and via email of the bid opportunity. Twenty-four (24) companies downloaded the IFB document from PlanetBids.

On July 2, 2024, bids were formally opened in the City Clerk and broadcast via Microsoft Teams Livestream. Two (2) companies chose to respond, and one local bid was received. Based on providing the lowest responsive and responsible bid, City staff recommended to award the Purchase of VFDs to Wille Electric Supply Company, Inc. (“Wille Electric”) of Modesto, CA for a two (2) year agreement with three (3) one-year extension options, for a total estimated annual amount of $150,000, and not to exceed $796,515 over five years.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. An Award of Bid and Agreement for the Purchase of VFDs for Utilities with Wille Electric conforms to the Modesto Municipal Code because the City complied with formal bid procedures, and Wille Electric was the lowest responsive and responsible bidder.

FISCAL IMPACT:

The current VFD purchase agreement was authorized for $189,334 annually and not to exceed $946,670 over 5 years. Expenditures for VFD unit purchases over the past five years are listed below:

Contract Year Dates Expended
CY1 8/7/19 – 8/6/20 $ 10,879
CY2 8/7/20 – 8/6/21 0
CY3 8/7/21 – 8/6/24 0
CY4 8/7/22 – 8/6/23 $ 77,357
CY5 8/7/23 – 8/6/24 $ 12,988
Extension 1 8/7/24 – 1/31/25 0
Grand Total: $ 101,224
Historical spending trends are not a good indicator of when a VFD needs to be replaced. VFDs in harsh environmental conditions may last 5 years but can average 10 years and up to 20 years maximum. VFDs vary depending on pump capacity. Due to a significant amount of equipment nearing the end of its useful life and because of the unpredictability of annual replacement needs, staff conservatively estimates up to $50,000 per year of VFD failures in Water and up to $100,000 per year for Wastewater. These estimates for Water and Wastewater are based on the estimated current age of the existing VFDs, the criticalness of the pumps and the importance of bringing the pumps back online to insure minimal impacts to the ratepayers.

Expenditures are budgeted in the following funds:
 Wastewater Division: Sewer Operations Fund, 4210-44313  Water Division: Water Fund, 4100-45050
1 91438 Electrical
93625 Electrical Equipment (Except Cable And Wires, And Lighting Fixtures) Maintenance And Repair 28500 Electrical Equipment and Supplies (Except Cable and Wire) #2..
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Economic Development Committee, October 7, 2024
Variable Frequency Drive Purchase Agreement

The table below contains projected spending for the next five years, with years one and two fixed and a five percent (5%) CPI increase annually in years three through five:

Contract Year Start Date End Date Water Wastewater CPI Factor Total Year 1 2/1/2025 1/31/2026 $50,000 $100,000 - $150,000
Year 2 2/1/2026 1/31/2027 $50,000 $100,000 - $150,000
Year 3 2/1/2027 1/31/2028 $52,500 $105,000 5% $157,500
Year 4 2/1/2028 1/31/2029 $55,125 $110,250 5% $165,375
Year 5 2/1/2029 1/31/2030 $57,880 $115,760 5% $173,640
Total Not To Exceed Over Five Years $796,515
RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion recommending the Award of Bid and Agreement for the Purchase of Variable Frequency Drive Units to Wille Electric Supply Company, Inc. of Modesto, CA, for a two (2) year Agreement with three (3) one-year extension options, for an estimated annual amount of $150,000 and a total amount not to exceed $796,515 over five (5) years and forwarding to Council for approval.

Approved by:

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

1. Agreement

2. Exhibit B, Bid Submittal - Wille Electric

3. Exhibit C, IFB No. 2324-85

4. Cost Abstract, IFB No. 2324-85
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ANNUAL PURCHASE AGREEMENT NO 280084

FOR THE PURCHASE OF VARIABLE FREQUENCY DRIVE UNITS
WILLE ELECTRIC SUPPLY CO.

This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ________ day of _________, 2024, by and between the City of Modesto, a Municipal Corporation of the State of California, hereinafter called CITY, and Wille Electric Supply Co., a California corporation, hereinafter called VENDOR,
W I T N E S S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-______ authorizing the Award of Bid and Agreement for the Purchase of Variable Frequency Drive Units described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and WHEREAS, the VENDOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the Purchase of Variable Frequency Drive Units as described in IFB 2324-85, attached hereto as Exhibit “C” and made a part hereof, and NOW, THEREFORE, the parties hereto mutually agree as follows:

1. TERM OF AGREEMENT: The term of the AGREEMENT shall be for a period of two (2) years with three (3) one-year extension options at the sole discretion of City, for a total of up to five (5) years.

YEAR ONE: FEBRUARY 1, 2025 THROUGH JANUARY 31, 2026
YEAR TWO: FEBRUARY 1, 2026 THROUGH JANUARY 31, 2027
YEAR THEE: FEBRUARY 1, 2027 THROUGH JANUARY 31, 2028
YEAR FOUR: FEBRUARY 1, 2028 THROUGH JANUARR 31, 2029
YEAR FIVE: FEBRUARY 1, 2029 THROUGH JANUARY 31, 2030
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2. PRICING:

A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $150,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $796,515.

B. Pricing during the AGREEMENT shall be as set forth in Attachment A Pricing, attached hereto and made a part hereof by this reference.

C. Pricing shall remain firm for the first two (2) years of the AGREEMENT.

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

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

3. CITY REPRESENTATIVE:

Utilities Department, Water Division: Tony Benns, Utilities Plant Operations Supervisor, [email protected], (209) 652-0002
Utilities Department, Wastewater Division: John Yarbrough, Utilities Electrical Supervisor, [email protected], (209) 652-1797
Purchasing Contact: Melvin Rosal, Buyer, [email protected], (209) 577-5420

4. VENDOR CONTACT:

Seth Neumann, Vice President, [email protected], (209) 527-6800

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

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

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

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

9. TERMINATION:

A. In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance. Within thirty #2..
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(30) days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

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

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

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

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

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

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

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

14. WARRANTY: Notwithstanding any other provisions of the purchase order, VENDOR warranties for the GOODS shall extend for ninety (90) days after delivery thereof to CITY, shall meet or exceed all original manufacturer warranties, and that GOODS shall be of the most suitable grade as specified in this AGREEMENT, VENDOR’s own marketing materials and in the purchase order. Moreover, VENDOR warrants and represents that GOODS shall comply with warranties of merchantability and fitness for a #2..
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particular purpose. If a defect is discovered in any GOODS covered in this AGREEMENT, VENDOR shall correct at its expense, including transportation/freight, such defects as are reported within one year of final acceptance.

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

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

17. INDEMNITIES:

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

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

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

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

20. 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.

21. LIMITATION OF LIABILITY: The CITY shall not be responsible for any damage that may accrue by reason of the death or injury of the person of the Vendor’s officers, agents, employees, invitees, or licensees, or be set up at any time because of personal injury or damage to property sustained by any other person or persons, which may have been caused or contributed to, approximately or remotely, by reason of or in the course of performance of the Purchase Order. The Vendor shall assume full responsibility for the defense of any claims arising under the Purchase Order and the Vendor shall save, keep, and bear harmless the City, all officers and #2..
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employees thereof, from all damages, costs, or expenses because of personal injury or property damage based on the performance of this Purchase Order or asserted against it.

22. 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: Wille Electric Supply Co.

P.O. Box 3246
Modesto, CA 95353
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

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

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

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

26. 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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Attachment A Pricing
Annual Purchase Agreement No 280084
Variable Frequency Drive Units
Manufacturer
/Brand Part Number Volt HP Unit of Measure Unit Price
ABB ACQ580-01-031A-2 240 5 Each $1,527.28
ABB ACQ580-01-046A-2 240 10 Each $1,916.75
ABB ACQ580-01-059A-2 240 15 Each $2,377.61
ABB ACQ580-01-088A-2 240 25 Each $3,582.99
ABB ACQ580-01-143A-2 240 50 Each $5,242.20
ABB ACQ580-01-023A-4 480 10 Each $1,455.06
ABB ACQ580-01-027A-4 480 15 Each $1,759.30
ABB ACQ580-01-044A-4 480 25 Each $2,884.37
ABB ACQ580-01-052A-4 480 30 Each $3,440.20
ABB ACQ580-01-065A-4 480 40 Each $4,252.92
ABB ACQ580-01-077A-4 480 50 Each $4,948.36
ABB ACQ580-01-096A-4 480 60 Each $5,402.20
ABB ACQ580-01-124A-4 480 75 Each $6,485.19
ABB ACQ580-01-156A-4 480 100 Each $7,469.37
ABB ACQ580-01-180A-4 480 125 Each $8,581.05
ABB ACQ580-01-240A-4 480 150 Each $11,165.82
ABB ACQ580-01-302A-4 480 200 Each $13,324.71
ABB ACQ580-01-363A-4 480 250 Each $15,335.22
Warranty
Warranty
Terms Description Volt
Is Certified
Start Up
Required
Unit of
Measure Unit Price
12 Months Standard Warranty Certified
Start Up 240 No Each $0.00
12 Months Standard Warranty Certified
Start Up 480 No Each $0.00
36 Months Extended Warranty Certified
Start Up 240 Yes Each $0.00
36 Months Extended Warranty Certified
Start Up 480 Yes Each $0.00
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IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2024-_______ adopted by the Council of the City of Modesto on the _____________ day of ___________________, 2024 and Wille Electric Supply Co. has caused this Agreement to be duly executed. #2..
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
1 INVITATION FOR BIDS (“IFB”) NO. 2324-85
FOR

PURCHASE OF VARIABLE REEQUENCY DRIVE UNITS
BID OPENING: July 02, 2024 at 11:00 A.M.

CITY OF MODESTO CONTACT: Melvin Rosal, Buyer
E-MAIL ADDRESS: [email protected]
PHONE: (209) 577-5420
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
2 Table of Contents
NOTICE TO BIDDERS ............................................................................................................................. 3 CALENDAR OF EVENTS ........................................................................................................................ 5 CITY CONTACT ....................................................................................................................................... 5 PRECEDENCE........................................................................................................................................... 5 VIRTUAL BID OPENING......................................................................................................................... 6 GENERAL BID REQUIREMENTS .......................................................................................................... 7 BID SUBMITTAL CHECKLIST............................................................................................................. 15 BID FORM A – IFB ACKNOWLEDGEMENT.................................................................................. 16 BID FORM B – BIDDER COMPANY INFORMATION................................................................... 19 BID FORM C – PRICING SCHEDULE.............................................................................................. 21 BID FORM D – BIDDER EXCEPTIONS, CLARIFICATIONS, AMENDMENTS.......................... 26 BID FORM E – BIDDER CUSTOMER REFERENCES .................................................................... 27 BID FORM F – FINANCIAL INTEREST DISCLOSURE................................................................. 29 BID FORM G – SUPPORT OF LOCAL VENDORS.......................................................................... 31 BID FORM H – BIDDER COMPANY HISTORY STATEMENT .................................................... 32 BID FORM I – ADDENDA ACKNOWLEDGEMENT...................................................................... 33 BID FORM J – BIDDER WARRANTY STATEMENTS................................................................... 34 BID FORM K – SUBCONTRACTOR LIST......................................................................................... 35 TECHNICAL SPECIFICATIONS AND REQUIREMENTS ................................................................. 36

1.1 SCOPE OF WORK:........................................................................................................................ 36

1.2 TECHNICAL SPECIFICATIONS:................................................................................................ 36

1.7 EQUIPMENT BROCHURE/SPECIFICATION SHEETS ............................................................ 42 SAMPLE AGREEMENT......................................................................................................................... 44 #2..
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
3 NOTICE TO BIDDERS
NOTICE IS HEREBY GIVEN that the City of Modesto, County of Stanislaus, State of California (“City”), will receive at the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 sealed Bids (each, a “Bid”) from qualified Bidders (each, a “Bidder”) for the furnishing of Variable Frequency Drive Units equipment, materials, supplies and/or related services (the “Goods”) for the City of Modesto, Utilities Department, Water and Wastewater Division.

All equipment, materials, and supplies shall be furnished F.O.B. City of Modesto (delivery charges borne by Bidder, included in the Goods pricing herein, and not separately charged to the City). Bidders are highly recommended to download all IFB documents from the City’s Purchasing Division website at http://www.modestogov.com/257/Contracting-Bid-Opportunities; such IFB documents shall include all specifications necessary for Bidders to submit a responsive Bid.

Each Bid shall be sealed and filed with the City Clerk’s office, 1010 Tenth Street, Suite 6600, Modesto, CA 95354 prior to July 02, 2024 at 11:00 A.M., at which time Bids will be opened, read and recorded.

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

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

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

The City Clerk’s time stamp shall be considered the official timepiece for the purpose of establishing the actual receipt of Bids. Bids will not be accepted by email or facsimile. The City of Modesto assumes no responsibility for delay in the delivery of the Bid.
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
4 On the outside of the Bid envelope and courier envelope, if any, the Bidder shall indicate the following:
“NAME AND ADDRESS OF BIDDER
BID IN RESPONSE TO INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE FREQUENCY DRIVE UNITS
BID OPENING DATE: JULY 02, 2024 AT 11:00 A.M.”
Bidder must deliver your Bid by a preferred method to the appropriate location below:

MAIL TO: DELIVER/ COURIER TO:

CITY CLERK CITY CLERK

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

No Bidder may withdraw its Bid for a period of 120 days after the date set for the opening thereof. #2..
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
5 CALENDAR OF EVENTS
Event Date
IFB Issued May 31, 2024
Written Questions Due via Email June 11, 2024
Addendum Issued (if required) June 18, 2024 (approximate date) Bid Due Date & Time PRIOR 11:00 A.M. on Tuesday, July 02, 2024 Contract Award Approximately July, 2024

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

PRECEDENCE
Bidder agrees that any agreement resulting from City’s acceptance of its Bid, together with the terms in any City purchase order and associated specifications provided by the City to Bidder therewith, shall comprise the entire agreement between City and Bidder. Moreover, Bidder agrees that any additional or contrary terms contained in Bidder’s acknowledgement of, shall be null and void. #2..
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
6 VIRTUAL BID OPENING
The City of Modesto will be broadcasting Bid openings live electronically via Microsoft Teams at 11:00 a.m. (Pacific Time) on Tuesday, July 02, 2024. The City Clerk Record of Bid document should be available on Planet Bids by the end of the same day.

The public Bid opening for this Invitation for Bids will be available using the URL link containing the Number and Title of the Bid on the cover page, provided below. By submitting your Bid for the abovestated IFB you acknowledge, understand, and agree to this modified Bid opening procedure. • URL - https://teams.microsoft.com/l/meetupjoin/19%3ameeting_NTI0YzBiMDMtNDQ0Yi00YjNlLWIwZjYtYzg4ZDVjMDd kM2Mz%40thread.v2/0?context=%7b%22Tid%22%3a%22125ccacf-fc61-463c9976-189f876ff90b%22%2c%22Oid%22%3a%229715c333-c997-4dd7-8984- 12cd4deaa705%22%7d
• Join Microsoft Teams Meeting (Click Here to Join Meeting) • +1 (469) 998-7409
• Conference ID: 961 656 049#
Should you have any questions regarding this, please do not hesitate to contact the Purchasing Department Contact listed on the Cover Page.
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
7 GENERAL BID REQUIREMENTS
A. BID SUBMITTAL: Bidders should submit two “inked” (preferably blue ink) signed original Bid document, plus one copy of the signed original Bid document, and one electronic copy submitted via USB. The original Bid document shall be clearly marked. Photocopies do not constitute an original Bid. FAILURE TO FURNISH AT LEAST ONE “INKED” SIGNED ORIGINAL BID DOCUMENT MAY RESULT IN DISQUALIFICATION.

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

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

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

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

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

F. COMPLETE BID DOCUMENT: The following forms constitute the makeup of a complete Bid document and shall be signed wherever indicated and submitted to the City in the order listed ):
• Bid Form A – IFB Acknowledgement
• Bid Form B – Bidder Company Information
• Bid Form C – Pricing Schedule
• Bid Form D – Bidder Exceptions, Clarifications, Amendments • Bid Form E – Bidder Customer References
• Bid Form F – Financial Interest Disclosure
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
8 • Bid Form G – Support of Local Vendors
• Bid Form H – Bidder Company History Statement
• Bid Form I – Addenda Acknowledgement Page (if applicable) • Bid Form J – Bidder Warranty Statements
• Bid Form K – Subcontractor List
Failure to furnish any of these documents may result in disqualification.

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

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

I. AWARD OF BID:
• The City may award one or more agreements to one or more Bidder in order to provide for backup, or in case the “primary” contractor is unable to meet the City’s needs. • The City reserves the right to decline to award any agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public #2..
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9 agencies within the State of California or if the bids received fail to meet the City’s requirements.
• The City reserves the right to select that Bid, which best suits the City’s needs. In addition to price, consideration will be given to the quality, technical specifications, and performance of the service to be purchased, and the criteria listed in Modesto Municipal Code Section 8-3.203(f). Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the Bidder that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.

J. TERM OF AGREEMENT: The term of the agreement 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 up to five (5) years.
• Pricing shall remain firm for the first two (2) years of the agreement, which may be awarded pursuant to this IFB.
• Price increases for subsequent agreement years, three, four and five, shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one agreement year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by Contractor(s) in writing, at least sixty (60) days prior to the annual anniversary date of the agreement to be effective for the subsequent year.

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

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

L. INDEMNITY: The successful Bidder (the “Contractor”) will be required to hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgements or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of the Contractor, its agents, officers, employees, and #2..
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10 volunteers relating to or during the performance of its obligations under this Bid. Contractor’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for Contractor to procure and maintain a policy of insurance. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses and defense of third-party suits, arising out of or relation to the operation of City-owned vehicles by Contractor’s employees will be apportioned to Contractor in accordance with the provisions contained in indemnity.

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

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

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

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

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

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

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

Further protest appeals shall either be delivered to:

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

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

All protest appeals to the City Council shall either be delivered to:

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

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

A written request for administrative hearing shall be accompanied by a certified or cashier's check in the amount of $1,500, (except for protests of Federally Funded projects); The request for hearing shall include the specific grounds of the appeal. #2..
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14 The City of Modesto shall select and engage an impartial and qualified person to act as hearing officer in the pending protest. The protestor shall have the right to twice reject the selected hearing officer, provided that the City is notified of such rejection within three days of notice to protestor of the name of the hearing officer.

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

The costs of the hearing officer and expenses of the protest shall be borne by the protestor. The sums deposited with the request for hearing shall be credited to the costs of the hearing officer and other hearing expenses. f. Mandatory Alternative Process for Protests of Procurements Obtained with Federal Funds: If the protested procurement involves federal funds, the Deputy City Manager, City Council, or hearing officer shall give notice, accompanying their respective decisions, to the protestor that he or she has the right to appeal to the appropriate federal agency, for which an agency name, contact (where available) and address shall be provided by City staff. Such an appeal shall be filed with the appropriate agency within seven business days of the dispatch or rejection notices to the protestor. Federal agencies may entertain protests alleging that the City has failed to adopt written protest procedures or has failed to follow such procedures. The City Council is the highest authority of the City of Modesto, and its decisions are final. A disappointed Bidder for a contract involving expenditures of Federal funds shall have the right to appeal the City Council decision directly to the federal agency as described herein. #2..
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15 BID SUBMITTAL CHECKLIST

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

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

COMPLETE BID ELEMENTS 
Bid Form A – IFB Acknowledgement
Bid Form B – Bidder Company Information
Bid Form C - Pricing Schedule
Bid Form D – Bidder Exceptions, Clarifications, Amendments Bid Form E – Bidder Customer References
Bid Form F - Financial Interest Disclosure
Bid Form G – Support of Local Vendors
Bid Form H – Bidder Company History Statement
Bid Form I - Addenda Acknowledgement
Bid Form J – Bidder Warranty Statements
Bid Form K - Subcontractor List
Bidder’s submission should include all City of Modesto forms. If any form is not applicable, Bidder should write or type “Not Applicable” on it but still include the form in your submission. #2..
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16 BID FORM A – IFB ACKNOWLEDGEMENT
The City is soliciting Bids from qualified firms (each a “Bidder” to fulfill the City’s requirements per the specifications, terms and conditions contained in this Invitation for Bids (“Invitation for Bids” or “IFB”).

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

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

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

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

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

5. Patent Indemnity: Bidders who do business with the City shall hold the City, its officers, agents and employees, harmless from liability of any nature or kind, including cost and expenses, for infringement or use of any patent, copyright or other proprietary right, secret process, patented or un- #2..
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17 patented invention, article or appliance furnished or used in connection with the contract or purchase order.

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

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

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

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

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

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

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

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

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

Bidder Company Name:

Bidder Headquarters Address:

City/State/Zip:

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

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

Title:

Phone (Office):

Phone (Mobile):

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

Fax Number:

Email:

G. Federal Taxpayer
Identification Number
(TIN):

H. Dun & Bradstreet
(DUNS) Number:

I. Names and Titles of
Top Three Bidder
Officers:

J. Years in Business:

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

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

Estimated Annual Quantity X Unit Price = Extended Price ***Bidder MUST provide a drive specification sheet for EACH drive that the bidder submits a bid for.***
240 Volt
ITEM DESCRIPTION & MFG PART#
Estimated
Annual
Quantity
UOM Unit Price Extended Price
Variable Frequency Drive Unit (5 HP)
ABB, ACQ580, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (10 HP)
ABB, ACQ580, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (15 HP)
ABB, ACQ580, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (25 HP)
ABB, ACQ580, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
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22 Variable Frequency Drive Unit (50 HP)
ABB, ACQ580, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Total Price (excluding sales tax): $_________________
480 Volt
ITEM DESCRIPTION & MFG PART#
Estimated
Annual
Quantity
UOM Unit Price Extended Price
Variable Frequency Drive Unit (10 HP)
ABB, ACQ580-01-026A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (15 HP)
ABB, ACQ580-01-033A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
2 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (25 HP)
ABB, ACQ580-01-046A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (30 HP)
ABB, ACQ580-01-062A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
2 Each
$____________/Ea $_________________
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23 Variable Frequency Drive Unit (40 HP)
ABB, ACQ580-01-073A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________ 3
Each
$____________/Ea $_________________
Variable Frequency Drive Unit (50 HP)
ABB, ACQ580-01-088A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (60 HP)
ABB, ACQ580-01-106A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (75 HP)
ABB, ACQ580-01-145A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (100 HP)
ABB, ACQ580-01-169A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (125 HP)
ABB, ACQ580-01-206A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
4 Each
$____________/Ea $_________________
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24 Variable Frequency Drive Unit (150 HP)
ABB, ACQ580-01-246A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________ 4 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (200 HP)
ABB, ACQ580-01-293A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
2 Each
$____________/Ea $_________________
Variable Frequency Drive Unit (250 HP)
ABB, ACQ580-01-363A-4, OR EQUAL
MFG Part #________________________________
MFG Name________________________________
1 Each
$____________/Ea $_________________
Total Price (excluding sales tax): $_________________

WARRANTY INFORMATION
State the following below. If none, write in “0”.

STANDARD WARRANTY PERIOD: ___________ MONTHS
EXTENDED WARRANTY PERIOD: ___________ MONTHS
EXTENDED WARRANTY PRICE $________________
CERTIFIED START UP PRICING (240 VOLT): $____________
CERTIFIED START UP PRICING (480 VOLT): $____________
IS CERTIFIED START UP A CONDITION OF WARRANTY? (CHECK ONE) YES_____ NO _____ IS CERTIFIED START UP A CONDITION OF EXTENDED WARRANTY? (CHECK ONE) YES_____ NO _____ #2..
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25 Payment Terms:

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

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

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

Bidder Company Name:

Name of Bidder Signatory:

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

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

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

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

Name of Bidder Signatory:

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

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

Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code:

Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:
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28 Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

Annual Contract Value $
Company Name:

Address:

City, State, Zip Code
Contact Person:

Email Address:

Telephone Number:

Type of Business or
Governmental
Agency:

Date Range of Goods:

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

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

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

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

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

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

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

10.03(h) are satisfied.

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

Print Names of Persons Having a Financial Interest in Bidder Receiving this Agreement:
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30 First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
First Name, Last Name
By signing this document, I agree to the information contained within.

Bidder Company Name:

Name of Bidder Signatory:

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

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

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

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

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

Check here:

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

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

City of Modesto Business License
Number:

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

Print/Type Name:

Title:

Signature:

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

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

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

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

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

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

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

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

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

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

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

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

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

The drive manufacturing facility shall be ISO 9001 and 14001 certified. Please include certifications with warranty statement.

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

Insert Bidder Warranty Statement Beginning Here:
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35 BID FORM K – SUBCONTRACTOR LIST
Bidder shall list the name and the address of the place of business for each subcontractor who will perform work or labor or render services to the Bidder. In addition, list the type of work the subcontractor will perform, and; (if applicable) its Department of Industrial Relations (DIR) registration number and its California Contractor’s license number:

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

N/A N/A

N/A N/A

N/A N/A

N/A N/A

N/A N/A

N/A N/A

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

1.1 SCOPE OF WORK:

The City of Modesto, Utilities Department, Water and Wastewater Divisions, request the purchase and delivery of 240V and 480V ABB ACQ580 or equal; variable frequency drive (VFD) units, to control the motor speed of well and sewer pump stations. VFD units’ range in size from 10-hp to 250-hp, depending on the size of the motor. VFD units shall be ordered on an "as needed" basis, throughout the life of the agreement. Any reference to brand name is intended to be descriptive and not restrictive.

The specifications listed below describe an a-c adjustable speed sensor-less vector drive to control speed/torque on a National Electrical Manufacturers Association (NEMA) design B induction motor. The drive shall provide V/Hz sensor-less vector and flux vector modes of operation. Bidder shall submit pricing based on the specifications described in this bid document.

1.2 TECHNICAL SPECIFICATIONS:

A. Drive shall be a sensor-less vector a-c to a-c converter utilizing the latest Isolated Gate Bipolar Transistor technology. The drive shall employ a sensor-less vector inner loop torque control strategy that mathematically determines motor torque and flux. The drive shall also provide an optional operational mode for V/Hz or closed loop flux vector operation.

B. Drive shall be rated to operate from 3-phase power for 240V and/or 480V a-c, + 10 to -15 percent, 48 to 63 Hz. The drive efficiency shall be 98 percent or higher at full speed and load. An internally mounted a-c line reactor or d-c choke shall be provided to reduce input current harmonic content.

When d-c choke is utilized, it shall provide a minimum of 5 percent impedance.

C. The over-voltage trip level shall be a minimum of 30 percent over nominal, and the under-voltage trip level shall be a minimum of 35 percent under nominal.

D. Drive shall be furnished in a UL Type 1 listed enclosure, rated for operation at ambient temperatures between 32 to 122 degrees F, with relative humidity of less than 95 percent and no condensation.

E. The motor parameter identification, which is the self-calibration process of matching the motor to the VFD function, shall automatically define the motor equivalent circuit used by the sensor-less vector torque controller. Auto-tune function and 3rd relay output are required.

F. One independent ID Speed loop regulator shall be provided with an auto-tune function as well as manual adjustments.

G. Switching frequency shall be adjustable between 1 and 12 kHz. Drive shall automatically adjust to the highest switching frequency dependent upon drive temperature and load. #2..
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37 H. Drive shall be capable of starting into a rotating load (forward or reverse) and accelerate or decelerate to reference without safety tripping or component damage (flying start). Drive shall also be capable of flux braking at start to stop with a reverse spinning motor prior to ramp.

I. Drive shall have the ability to automatically restart after an over-current, over-voltage, undervoltage, or loss of input signal protective trip. The number of restart attempts, trial time, and time between reset attempts shall be programmable.

J. Drive shall have programmable "Sleep" and "Wake-up" functions to allow the drive to be started and stopped from the level of a process feedback signal.

K. Drive shall be equipped with three (3) programmable critical frequency lockout ranges to prevent the drive from operating the load continuously at an unstable speed.

L. KEYPAD
Drive shall be equipped with a front mounted operator control panel (keypad) consisting of backlit, alphanumeric and graphic display feature for Start/Stop, Local/Remote, Increase/Decrease and Help.

Soft-keys shall be provided, which change functionality depending upon the position within the parameter hierarchy.

1. All parameter names, fault messages, warnings and other information shall be displayed in English or English abbreviations to allow the user to understand what is being displayed without the use of a manual or cross-reference table.

2. Control panel shall provide a real time clock for time stamping events and fault conditions.

3. Control panel shall include a feature for uploading and downloading parameter settings to control panel memory from the control panel to the same drive or to another drive.

4. Drives throughout the entire power range shall have the same customer interface, including digital display and keypad, regardless of horsepower rating.

5. Keypad shall be removable and insertable when drive is operating, capable of remote mounting (without manufacturer specific cabling) and shall have its own non-volatile memory (no battery required).

6. The standard operator panel shall provide a start-up, maintenance and diagnostic assistant that guides a new user through initial start-up and commissioning of the drive, as well as provide indications for maintenance and help to diagnose a fault. #2..
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38 7. During normal operation, one line of the control panel shall display the speed reference, run/stop forward/reverse, and local/remote status. The remaining three (3) lines of the display shall be programmable to display the values of any three (3) operating parameters. Selections shall include:
a. Speed/torque in percent, rpm or user-scaled units
b. Output frequency, voltage, current and torque
c. Output voltage, power and kW-hours
d. Heat-sink temperature and d-c bus voltage
e. Status of discrete inputs and outputs
f. Values of analog input and output signals
g. Values of PID controller references, feedback and error signals M. Drive shall provide fault history, storing recent faults reported by the drive. In addition, the drive shall record the following parameters at the time of the fault:

1. Speed

2. Frequency

3. Voltage

4. Current

5. Torque

6. Digital Input Status
N. Input/Output shall describe the external wiring connections to control the VFD from a remote location or control panel.

O. Six (6) discrete inputs shall be independently programmable, so that each input can be assigned a function depending upon the City’s unique installation requirements for input function selections.

Inputs shall be designed for "dry contact" inputs used with either an internal or external 24 Vd-c source.

P. Three (3) form-C relay contact outputs independently programmable. The relays shall allow programming for VFD Ready, VFD Running, VFD Alarm, or VFD Fault as a minimum requirement. Relay contacts shall be rated to switch 8 A at 24 Vd-c or 0.4 A at 250 Va-c.

Q. Two (2) analog inputs, each selectable for 0 – 10 V or 4 – 20 mA, independently programmable.

Analog input signal processing functions shall include scaling adjustments, adjustable filtering and signal inversion.
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39 R. Two (2) analog outputs providing 4–20 mA signals. Outputs shall be independently programmable to provide signals proportional to output function selections including output speed, frequency, voltage, current and power. One (1) output for speed and one (1) for current.

S. Drive shall have an EIA-485 port standard. The standard protocol shall be Modbus.

T. Drive shall allow the Digital Distributed Control to control the drive’s digital and analog outputs via the serial interface. The serial communications interface shall allow for Digital Output (DO) "relay" control and Analog Output (AO) control. This control shall be independent of any drive function.

Examples of possible DO usage are as follows: Opening check-valves, opening discharge valves, starting auxiliary equipment, etc. In addition, status of the DO’s shall be available over the communications link. Examples of possible AO usage are as follows: Controlling a bypass valve position, throttling valve position, etc. In addition, status of the AO’s shall be available over the communications link.

U. Operator panel port shall be connectable to a personal computer interface. Microsoft© Windows based software shall be available for drive setup, diagnostic analysis, monitoring and control. The software shall provide real time graphical displays of drive performance.

V. For each programmed warning and fault protection function, the drive shall display a message in English or English abbreviations. The three (3) most recent fault messages along with time, current, speed, voltage, frequency and digital input status shall be stored in the drive fault history memory.

The last ten (10) fault names shall be stored in drive memory.

W. Drive shall include internal Metal Oxide Varistor for phase to phase and phase to ground line voltage transient protection.

X. Protection shall be provided for a-c line or d-c bus over-voltage at 130 percent of maximum rating or under-voltage at 65 percent of minimum rating and input phase loss.

Y. Drive shall possess a power loss ride through feature to allow the drive to remain fully operational after losing power. Kinetic energy can be recovered from the rotating mass of the motor and load.

Z. Stall protection shall be programmable to provide a warning or stop drive after the motor has operated above a programmed torque level for a programmed time limit.

AA. Over-temperature protection shall provide a warning if the power module temperature is less than 9 degrees F below the over-temperature trip level.
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40 BB. Input terminals shall be provided for connecting a motor thermistor Positive Temperature Coefficient to the drive protective monitoring circuitry. An input shall also be programmable to monitor an external relay or switch contact (klixon).

CC. Compliance with IEEE 519 – for harmonic analysis including total voltage and current harmonic distortion.

DD. Drive manufacturer shall provide calculations, specific to the installation, showing total harmonic current and voltage distortion at the Point of Common Coupling (PCC), to determine if the drive complies with IEEE 519. If the Total Harmonic current and voltage Distortion at the PCC exceeds required levels, the drive manufacturer shall recommend the additional equipment required to reduce the THD to an acceptable level.

1.3 GENERAL SPECIFICATIONS:

A. VFD Requirements:

1. VFD shall be variable torque

2. Drive shall have ability to switch frequency

3. Drive shall have a 5 percent line reactor

4. Overload current at 150 percent constant torque and 110 percent variable torque for one-minute

5. Output frequency shall be adjustable 0 – 320 Hz

6. Frequency resolution shall be 0.10 Hz

7. Initial output current shall be up to 250 percent for 2 seconds

8. Control method shall be frequency control V/f open loop or sensor-less Vector closed loop

9. Frequency reference shall be analog input or panel reference

10. Drive shall be able to adjust accelerator or deceleration 0 – 3,000 seconds

11. Multiple acceleration points / skip frequencies

12. Ambient operating temperatures 32 to 122 degrees F.

13. Analog input voltage 0 – 10 V, analog input current 0 – 20 or 4 – 20 mA

14. Six (6) digital inputs, positive or negative logic, 24 Vd-c

15. Auxiliary voltage 24 Vd-c, 250 mA maximum

16. Analog output 0 – 20 or 4 – 20 mA

17. Output reference voltage is 10 Vd-c, 10 mA maximum

18. Digital outputs open collector output 50 mA at 48 Vd-c

19. Three (3) digital outputs form-C relay auxiliary contacts, 8 A at 24 Vd-c and 0.4 A at 250 Va-c

20. Line leads and tee leads must terminate from the bottom of the VFD.

21. Drive shall have anti cavitation detection
B. VFD Warranty Protection:

1. Over current

2. Over voltage

3. Under voltage

4. Earth fault

5. Input phase supervision

6. Motor phase supervision
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41 7. Over temperature

8. Motor overload

9. Motor stall

10. Motor under load

11. Short circuit
C. Enclosure:

1. UL Type 1

1.4 QUALITY ASSURANCE:

A. The drive manufacturing facility shall be at minimum ISO 9001 and 14001 certified.

B. The drive and options shall be Underwriters Laboratories (UL) listed as a complete assembly. Drives that require the customer to supply external fuses for the drive to be UL listed are not acceptable. The base drive shall be UL listed for 100 kAic without the need for input fuses.

C. The drive shall comply at minimum with the Electromagnetic Compatibility Directive 89/336 EEC, Low Voltage Directive 73/23 EEC, and Machinery Directive 98/37 EC, in accordance with the European Union’s CE directive.

D. The drive shall comply at minimum with EMC product standard EN 61800-3 for First Environment restricted and Second Environment unrestricted distribution.

E. All printed circuit boards shall be completely tested and burned-in before being assembled into the completed drive. The drive shall then be subjected to a preliminary functional test, minimum one-hour burn-in and computerized final test. The burn-in shall be at 122 degrees F, at full rated load, or cycled load. Drive input power shall be continuously cycled for maximum stress and thermal variation.

F. The drive manufacturer shall have an analysis laboratory to evaluate the failure of any component. The failure analysis lab shall allow the manufacturer to perform complete electrical testing, x-ray components, and de-cap or de-laminate components and analyze failures within the component.

1.5 EXECUTION:

A. The drive manufacturer shall provide adequate drawings and instruction material to facilitate installation of the drive by electrical and mechanical tradespeople.

B. A certified factory authorized representative shall provide factory start-up for each drive delivered. A certified start-up form shall be filled out for each drive with a copy provided to the City, and a copy kept on file at the manufacturer’s facility.

C. Factory trained application engineering and service personnel that are thoroughly familiar with the drive products offered shall be locally available to assist the City in the installation of the drive unit. #2..
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42 D. The warranty shall include all parts, labor, travel time, insurance and expenses.

1.6 EQUIPMENT DEMONSTRATION:

The City may elect to have bidders provide a sales demonstration of one (1) of their VFD units, size of unit (horsepower) to be determined, and meet with a sales / marketing representative to discuss the features and functionality of the unit.

1.7 EQUIPMENT BROCHURE/SPECIFICATION SHEETS
Bidder shall furnish a copy of the manufacturer equipment brochure/specification sheet for each piece of equipment bid, which at a minimum shall include the following:
• Manufacturer’s technical specifications
• Certified for construction, dimensioned outline drawings • Wiring diagrams
• Installation, Operation and Maintenance Manuals, including parts list • Weight of unit(s)

1.8 WARRANTY STATEMENT
Bidder shall provide with bid a copy of the manufacturer’s warranty on all items bid. The warranty should include all parts, labor, travel time, insurance and expenses.

Notwithstanding any other provisions of this bid, bidder warrants that the materials, supplies, or other services furnished shall be of the most suitable grade and exactly as specified in this bid. Upon expiration of the applicable warranty period, all such liability shall terminate except for fraud, or such gross mistakes as amount to fraud, latent defects, or specific failure to comply with the terms or any resultant order.

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

The drive manufacturing facility shall be ISO 9001 and 14001 certified. Please include certifications with warranty statement.

1.9 DELIVERY:

Location: To be Determined at Time of Order
Days of Week: Monday through Thursday (excluding holidays) Delivery Hours: 8:00 A.M. to 3:00 P.M. or as specified by Division #2..
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43 1.10 DELIVERY REPORT:

The successful Bidder(s) shall provide Goods delivery reports upon City request. Reports shall include all Goods delivered during the time period requested. At a minimum the report shall include City Stock number, Manufacturer Stock number, Manufacturer nomenclature, quantity, unit price, extended price, and total price.

Reports shall be delivered to the following address or alternatively as requested by the Purchasing Division via email to the City of Modesto:

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

1.11 CONTRACTUAL CHANGES:

Changes of a contractual or business nature shall be effected only by written change to the contract by the City of Modesto, Purchasing Division.

1.12 CHARACTER OF WORKERS:

If any person employed by the Bidder fails or refuses to carry out the direction of the City Representative, or appears to be incompetent or acts in a disorderly or improper manner, that person shall be discharged immediately from the site on the request of the City Representative or Purchasing Manager, and such person shall not again work on any City site.

1.13 DELAY BY THE CITY:

Any act or omission of any kind by the City of Modesto, its officers, agents or employees, which causes the Bidder to delay in the provision of Goods and related services shall be grounds for extension of time on the part of the Bidder to complete the work, but shall give the Contractor no damages for such delay. #2..
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44 SAMPLE AGREEMENT
ANNUAL PURCHASE AGREEMENT – GOODS
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and _________________, a _____________, hereinafter called VENDOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024-______ authorizing the Award of Bid and agreement for the purchase of variable frequency drive units, materials, supplies or equipment described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the VENDOR provided a 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 VENDOR shall enter into an agreement for the purchase of variable frequency drives units as described in IFB 2324-85, attached hereto as Exhibit “C” and made a part hereof (hereinafter called IFB).

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

1. TERM OF AGREEMENT:

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

Year One: MONTH DAY, 2024 THROUGH MONTH DAY, 2025
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45 Year Two: MONTH DAY, 2025 THROUGH MONTH DAY, 2026
Year Three: MONTH DAY, 2026 THROUGH MONTH DAY, 2027
Year Four: MONTH DAY, 2027 THROUGH MONTH DAY, 2028
Year Five: MONTH DAY, 2028 THROUGH MONTH DAY, 2029

2. PRICING:

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

B. Pricing during AGREEMENT Year One and Two shall be as set forth in Attachment A Pricing, attached hereto and made a part hereof by this reference.

C. Pricing shall remain firm for the first two years of the AGREEMENT.

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

3. CITY REPRESENTATIVE:

A. Utilities Department – Water Division: Name, Title, and Contact Information B. Utilities Department – Wastewater Division: Name, Title, and Contact Information C. Purchasing Representative: Melvin Rosal, Buyer, (209) 577-5420, [email protected]

4. VENDOR:

A. Name, Title, Contact Information

5. USAGE:

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

6. ORDERING:

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

7. PAYMENT:

All invoices shall be paid in full by CITY after completion and acceptance of the GOODS by the City, and receipt of a properly prepared invoice submitted by VENDOR via email to [email protected].

As specified by the Purchasing Division, every invoice must reference this AGREEMENT number or #2..
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
46 CITY’s purchase order number. VENDOR will be paid by CITY via the following payment method [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]

8. AMENDMENTS:

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

9. TERMINATION:

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

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

10. INSPECTION:

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

Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.

11. RESPONSIBILITY:

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

12. SHIPMENT:

Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered F.O.B. Destination Freight Prepaid and Included in Price of GOODS. VENDOR may not collect freight collect or charge #2..
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
47 shipping expenses otherwise to CITY. Original receipted freight bill must accompany the invoice. Shipment must be made within the time stated on Purchase Order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control and without the fault or negligence of VENDOR.

13. CHANGES:

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

14. WARRANTY:

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

15. INSURANCE:

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

16. TAX EXEMPTIONS:

The CITY is exempt from payment of federal excise tax. All invoices shall be exclusive of such excise tax.

Moreover, if the CITY’s purchase is not subject to sales tax, the statement for resale will appear in the body of the purchase order.

17. INDEMNITIES:

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

B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and #2..
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
48 employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR.

18. GOVERNING LAW:

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

19. VENUE:

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

20. 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.

21. LIMITATION OF LIABILITY:

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

22. NOTICES:

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

CONTRACTOR: __________________
__________________
__________________
__________________
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
49 Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

23. ASSIGNMENT:

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

24. MISCELLANEOUS:

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

25. ENTIRE AGREEMENT:

This AGREEMENT and its exhibits contain the entire understanding between VENDOR and CITY.

Additional or new terms contained in this AGREEMENT which vary from VENDOR’S bid are controlling and are deemed accepted by VENDOR by provision of any GOODS or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control.

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

26. 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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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
50 ATTACHMENT A PRICING
PURCHASE AGREEMENT NO.

VENDOR

CONTRACTUTAL PRICE LIST
240 VOLT
MANUFACTURER PART # ITEM/DESCRIPTION UOM UNIT PRICE
VFD, 240 VOLT, 5 HP EA $
VFD, 240 VOLT, 10 HP EA $
VFD, 240 VOLT, 15 HP EA $
VFD, 240 VOLT, 25 HP EA $
VFD, 480 VOLT, 50 HP EA $
240 VOLT CERTIFIED
START UP EA $
240 VOLT EXTENDED
WARRANTY COST EA $
480 VOLT
MANUFACTURER PART # ITEM/DESCRIPTION UOM UNIT PRICE
VFD, 480 VOLT, 10 HP EA $
VFD, 480 VOLT, 15 HP EA $
VFD, 480 VOLT, 25 HP EA $
VFD, 480 VOLT, 30 HP EA $
VFD, 480 VOLT, 40 HP EA $
VFD, 480 VOLT, 50 HP EA $
VFD, 480 VOLT, 60 HP EA $
VFD, 480 VOLT, 75 HP EA $
VFD, 480 VOLT, 100 HP EA $
VFD, 480 VOLT, 125 HP EA $
VFD, 480 VOLT, 150 HP EA $
VFD, 480 VOLT, 200 HP EA $
VFD, 480 VOLT, 250 HP EA $
480 VOLT CERTIFIED
START UP EA $
480 VOLT EXTENDED
WARRANTY COST EA $
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INVITATION FOR BIDS # 2324-85

PURCHASE OF VARIABLE

FREQUENCY DRIVE UNITS
51 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2024-______ adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2024 and _____________________has caused this Agreement to be duly executed.

CITY OF MODESTO, VENDOR
A municipal corporation
By: __________________________ By: _________________________________ DEANNA CHRISTENSEN, (Signature)
Director of Finance
_________________________________
(Name & Title)
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Item Description HP Qty Unit MFG Name MFG Part Number Price Extended Price MFG Name MFG Part Number Price Extended Price Variable Frequency Drive Unit
ABB, ACQ580, OR EQUAL 5 4 Each EATON DG1-3201FB-C21C $ - $ - ABB ACQ580-01-031A-2 $ 1,527.28 $ 6,109.12 Variable Frequency Drive Unit
ABB, ACQ580, OR EQUAL 10 4 Each EATON DG1-32031FB-C21C $ - $ - ABB ACQ580-01-046A-2 $ 1,916.75 $ 7,667.00 Variable Frequency Drive Unit ABB,
ACQ580, OR EQUAL 15 4 Each EATON DG1-32048FB-C21C $ - $ - ABB ACQ580-01-059A-2 $ 2,377.61 $ 9,510.44 Variable Frequency Drive Unit ABB,
ACQ580, OR EQUAL 25 4 Each EATON DG1-32075FN-C21C $ - $ - ABB ACQ580-01-088A-2 $ 3,582.99 $ 14,331.96 Variable Frequency Drive Unit ABB,
ACQ580, OR EQUAL 50 4 Each EATON DG1-32143FN-C21C $ - $ - ABB ACQ580-01-143A-2 $ 5,242.20 $ 20,968.80 $ - $ 58,587.32
Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL 10 4 Each EATON DG1-34016FB-C21C $ - $ - ABB ACQ580-01-023A-4 $ 1,445.06 $ 5,780.24 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL 15 2 Each EATON DG1-34023FB-C21C $ - $ - ABB ACQ580-01-027A-4 $ 1,759.30 $ 3,518.60 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
25 4 Each EATON DG1-34038FB-C21C $ - $ - ABB ACQ580-01-044A-4 $ 2,884.37 $ 11,537.48 Variable Frequency Drive Unit
ABB, ACQ580-01-026A-4, OR EQUAL 30 2 Each EATON DG1-34046FB-C21C $ - $ - ABB ACQ580-01-052A-4 $ 3,440.20 $ 6,880.40 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL 40 3 Each EATON DG134061FN-C21C $ - $ - ABB ACQ580-01-065A-4 $ 4,252.92 $ 12,758.76 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
50 4 Each EATON DG1-34072FW-C21C $ - $ - ABB ACQ580-01-077A-4 $ 4,948.36 $ 19,793.44 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
60 4 Each EATON DG1-34087FN-C21C $ - $ - ABB ACQ580-01-096A-4 $ 5,402.20 $ 21,608.80 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
75 4 Each EATON DG1-34105FN-C21C $ - $ - ABB ACQ580-01-124A-4 $ 6,485.19 $ 25,940.76 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
100 4 Each EATON DG1-34190FN-C21C $ - $ - ABB ACQ580-01-169A-4 $ 7,469.37 $ 29,877.48 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
125 4 Each EATON DG1-34170FN-C21C $ - $ - ABB ACQ580-01-180A-4 $ 8,581.05 $ 34,324.20 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL 150 4 Each EATON DG1-34170FN-C21C $ - $ - ABB ACQ580-01-240A-4 $ 11,165.82 $ 44,663.28 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
200 2 Each EATON DG1-34205FN-C21C $ - $ - ABB ACQ580-01-302A-4 $ 13,324.71 $ 26,449.42 Variable Frequency Drive Unit ABB,
ACQ580-01-026A-4, OR EQUAL
250 1 Each EATON DG1-34245FN-C21C $ - $ - ABB ACQ580-01-363A-4 $ 15,335.22 $ 15,335.22 $ - $ 258,468.08
Non-Responsive $ 317,055.40
Lowest responsive and responsible bidder: Wille Electric Supply Co., Modesto, CA Lowest Bidder
Orlando, FL 240V Drives 480V Drives
Wille Electric Supply Co.

Modesto, CA
240V Total
480V Total
Modesto, CA
Wille Electric Supply Co.

Term
Price
Purchase of Variable Frequency Drive Units
IFB 2324-85
MP Predictive Technologies Inc.

Orlando, FL
X
Non-Responsive
Price
12 Months
Total Price, All Drive Units
Term
MP Predictive Technologies Inc.

Price
Non-Responsive
Non-Responsive 24 Months $0.00
Price
Non-Responsive
$0.00
$0.00
No
Non-Responsive Yes
Is certified start up a condition of warranty?
Is certified start up a condition of extended warranty? Item Description
Standard Warranty
Extended Warranty
Item Description
Certified Start Up 240V
Certified Start Up 480V
Non-Responsive
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 7, 2024
Date: September 3, 2024
TO: Economic Development Committee
Chris Ricci, Chair
Eric Alvarez, Vice-Chair
Sue Zwahlen, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: First Amendment to the Removal and Recycling of Universal Waste Agreement CONTACT: Manuel Martinez, Acting Water Division Manager, [email protected] , 209-342-4592
DESCRIPTION:

Consider the First Amendment with AERC Acquisition Corporation of Hatboro, PA, for the Removal and Recycling of Universal Waste increasing the Agreement amount by $95,000 to a revised total amount of $135,000 over five years and forwarding to Council for approval. (Funding Source:

Various Funds)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The Solid Waste Division coordinates universal waste disposal for all departments in the City of Modesto. Items are collected on site, transported to storage trailers at the Sutter Wastewater Treatment Plant, and stored until the trailers have reached capacity. The City’s universal waste includes lightbulbs, batteries, e-waste, rechargeable equipment, items containing certain metals (mercury, lithium, etc.), and various items that cannot be disposed of through other means or that require special disposal.

On April 30, 2021, the Public Works Department, Solid Waste Division identified the need for the procurement of Removal and Recycling of Universal Waste. On September 8, 2021, the Purchasing Division issued Request for Quotation (RFQ) INF-22-03. Prospective bidders were notified via email of the RFQ. Four (4) companies were notified of the RFQ.

On September 22, 2021, bids were due. Two bidders (2) chose to respond. There were no local bids received. Based on providing the lowest responsive and responsible bid, City staff #3..
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Economic Development Committee, October 7, 2024
First Amendment to the Removal and Recycling of Universal Waste Agreement

recommended to award the Removal and Recycling of Universal Waste Agreement to AERC Acquisition Corporation (“AERC”), of Hatboro, PA.

On August 10, 2022, the City Manager authorized an informal agreement for the removal and recycling of universal waste with AERC, for a term of two years with three one-year extension options, for an estimated annual amount of $8,000 and $40,000 over five years. Per the agreement, AERC removes and recycles or properly disposes of universal waste from the City’s trailer. The trailer requires service at least annually and may occur more frequently if needed. While the Solid Waste Division manages general disposal of universal waste Citywide, the Water Division requires additional services that are not listed in the current agreement. Over the course of the past year and a half, city staff have had an influx of failing registers relating to the City’s water meter read system.

The end of life for the registers was unknown at the time that the original informal bid was sent out to potential bidders, and therefore was not included in the scope of work. The batteries from these registers need to be removed and recycled properly.

DISCUSSION:

The City of Modesto Utilities Department operates and maintains a water distribution system that provides water to approximately 76,000 connections and serves over 280,000 customers. Water meter registers have been installed for every customer to provide water usage readings for customer billing. These registers contain lithium-ion batteries that must be replaced at the end of their useful life, which can vary depending on exposure and usage from seven to fifteen years.

The Water Division plans to dispose of approximately 7,000 lbs. of meter register batteries annually, although the first year of the contract will need to be approximately 14,000 lbs. to account for what is currently stockpiled. The current agreement will need to be modified to add pricing for lithium-ion meter register battery disposal and to increase the spending authority for Water Division disposal needs.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid on. However, exceptions to the formal bidding process are granted in MMC 8-3.204 (f) where the Purchasing Manager, in her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar good or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services. This Amendment qualifies for the exception for these reasons.

FISCAL IMPACT:

Expenditures for removal and recycling of universal waste services under the current agreement were $10,765 over the first two years. The Water Division is requesting an increase in spending authority of $45,000 in Year 3 and $25,000 annually in Years 4 and 5, bringing the total to $135,000 over five years as shown in the table below. The expenses will be absorbed within the current Fiscal Year 2024-25 operating budgets for those funds utilizing the agreement. There is no additional budget being requested.
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Economic Development Committee, October 7, 2024
First Amendment to the Removal and Recycling of Universal Waste Agreement

Contract
Year Term Dates
Current
Spending
Authority
Increase
Requested
New Spending
Authority
Year 1 02/10/22 – 02/09/23 $ 8,000 $0 $ 8,000
Year 2 02/10/23 – 02/09/24 $ 8,000 $0 $ 8,000
Year 3 02/10/24 – 02/09/25 $ 8,000 $ 45,000 $ 53,000
Year 4 02/10/25 – 02/09/26 $ 8,000 $ 25,000 $ 33,000
Year 5 02/10/26 – 02/09/27 $ 8,000 $ 25,000 $ 33,000
Total Over 5 Years $ 40,000 $ 95,000 $135,000
RECOMMENDED COMMITTEE ACTION:

Staff Recommendation:

Motion recommending the First Amendment with AERC Acquisition Corporation of Hatboro, PA, for the Removal and Recycling of Universal Waste, increasing the Agreement amount by $95,000 from $40,000 to a new total amount of $135,000 over five years and forwarding to Council for approval.

Approved by:

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

1. First Amendment

2. Original Agreement
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FIRST AMENDMENT TO AGREEMENT

WITH AERC ACQUISITION CORPORATION FOR REMOVAL AND RECYCLING

OF UNIVERSAL WASTE
This First Amendment to the Agreement for Removal and Recycling of Universal Waste (“First Amendment”) is entered into between the CITY OF MODESTO, a California municipal corporation (hereinafter the “CITY”) and AERC Acquisition Corporation (hereinafter “CONTRACTOR”) entered into by the parties on the ________ day of ____________, 2024.

RECITALS
This First Amendment is made with regard to the following recitals:

WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for Removal and Recycling of Universal Waste on the 10th day of August, 2022 (the “Original Agreement”), and
WHEREAS, CITY and CONTRACTOR desire to amend the provisions of the Original Agreement by increasing the previously approved estimated annual amount from $8,000 to an new estimated annual amount of $53,000 in Year 3 and $33,000 in Years 4 and 5, and WHEREAS, CITY and CONTRACTOR desire to amend the provisions of the Original Agreement by increasing the previously approved total amount not to exceed $40,000 over five (5) years to a new total amount not to exceed $135,000 over five (5) years, and WHEREAS, CITY and CONTRACTOR desire to amend the provisions of the Original Agreement to update contractual pricing.

NOW, THEREFORE, in consideration of this First Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement and this First Amendment, the parties agree as follows:
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1. Section 1 “Scope of Work”, paragraph e, of the Original Agreement is deleted in its entirety and replaced as follows:
“CONTRACTOR shall furnish the Service defined for the following contracted rates, for an annual estimated amount of $53,000 in Year 3 and $33,000 in Years 4 and 5, and a total amount not to exceed $135,000 over five (5) years.” Item Description Unit of
Measure
Unit Price
Straight fluorescent bulbs LB $0.58
Incandescent bulbs LB $0.90
Compact fluorescent bulbs LB $1.95
Halogen/Quartz bulbs LB $0.95
Neon bulbs LB $4.95
Broken light bulbs (fluorescent, accidental breakage) LB $0.60 Batteries, wet cell LB $1.65
Batteries, dry cell LB $0.85
Scrap electronic waste LB $0.35
Devices containing mercury LB $30.00
Lithium-Ion batteries LB $3.25
Devices containing lithium (including batteries and rechargeable items) – devices or batteries that are lithium-ion only. Lithium Metal Primary batteries billed at $8.00/lb LB $0.90 Additional Item Unit Price Description
Pickup Fees $275.00 Per pick up. Covers box truck or full size, 53’ trailer.

Empty Container Delivery $275.00
Recovery Fees 13% EEI Environmental, Energy, and Insurance fee.

Labor $100.00 /HR For pick-ups requiring repacking, live load, or onsite services, and manpower fee of $100.00 per man per hour will be assessed. #3..
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Containers
Reconditioned Containers for Rent
Type Estimated Capacity Dimensions Unit of
Measure
Rental
Fee
4ft Fiber Drum* 85-T12 lamps, 170-T8 lamps,
24-Utubes, 60-HID lamps
17” x 49” Each $32.40
55 Gallon Drum 750 lbs. 23” x 33 ½” Each $97.20
New Containers for Purchase
4ft Lamp Box 69-T12 lamps, 138-T8 lamps,
20-Utubes, 40-HID lamps
12 ¼” x 12 ¼” x 48” Each $10.80
8ft Lamp Box 29-T12 lamps, 58-T8 lamps 9 ¼” x 9 ¼” x 96” Each $21.60 1 Gallon Pail 12 lbs. 8 ½” x 7 ½” Each $27.00
5 Gallon Pail 60 lbs. 11 ¼” x 16” Each $35.64
Non-Haz Cubic Yard Box –
Single Wall
1,500 lbs. 3’ x 3’ x 3’ Each $54.00
Haz Cubic Yard Box – Triple
Wall
2,500 lbs. 3’ x 3’ x 3’ Each $194.40
* Fiber Drum Policy: If containers come back in an unusable condition due to generator error, (i.e. leaving them in the rain, snow, bad weather, damaged in any way) a total charge of $20.00 per fiber drum will be assessed.

2. Except as modified and amended by this First Amendment, all other provisions of the Original 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 Original Agreement for Removal and Recycling of Universal Waste 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 AERC Acquisition Corporation has caused this First Amendment to be duly executed as of the Effective Date. #3..
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1 AGREEMENT
THIS AGREEMENT , made and entered into in the City of Modesto, State of California, this day of, 2022, by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter called CITY, and AERC Acquisition Corporation, a Delaware Corporation, hereinafter called CONTRACTOR.

W I T N E S S E T H:

WHEREAS, the CONTRACTOR provided a responsive and responsible Quote for Removal and Recycling of Universal Waste that best meets CITY needs; and WHEREAS, CONTRACTOR shall provide services to CITY as defined in the -of-Work, ; and
WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the furnishing of Removal and Recycling of Universal Waste , as described in Scope of Work; and
NOW, THEREFORE, the parties hereto mutually agree as follows:

1. SCOPE OF WORK.
a. CONTRACTOR shall furnish Removal and Recycling of Universal Waste as needed, and maintain insurance necessary to furnish Service, in strict accordance with the conditions of this Agreement.
b. CONTRACTOR shall do and perform the Service in a professional and businesslike manner under the direction of and to the satisfaction of the CITY. c. CONTRACTOR shall maintain proper insurance with the CITY for the duration of this Agreement.
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2 d. CONTRACTOR shall maintain a CITY business license for the duration of this Agreement.
e. CONTRACTOR shall furnish the Service defined for the following contracted rates, for an annual estimated amount of $8,000, and total amount not to exceed $40,000.

2. CITY CONTACT:

City Representative for Service:

Michele Hunt, Solid Waste Enforcement Supervisor Phone: (209) 577-5493 #3..
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3 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 effected only by written change to this Agreement, issued by the City of Modesto, Purchasing Division.

3. TERM OF AGREEMENT:

The term of this Agreement 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.

Year 1: February 10, 2022 through February 9, 2023
Year 2: February 10, 2023 through February 9, 2024
Year 3: February 10, 2024 through February 9, 2025
Year 4: February 10, 2025 through February 9, 2026
Year 5: February 10, 2026 through February 9, 2027
Pricing as set forth in Section 1.e. above shall remain firm for the first two (2) years of this Agreement.

Price increases for subsequent agreement years three (3), four (4), and five (5) shall not exceed the Consumer Price Index (CPI) in any one agreement year and shall be negotiated through the Purchasing Division. Request for price increases shall be submitted by Contractor in writing, at least sixty (60) days prior to the annual anniversary date of this Agreement to be effective for the subsequent year.

4. LIABILITY INSURANCE:

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 CITY as may be required by the Risk Manager. The #3..
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4 policies or certificates thereof shall provide that, at least thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of CITY by registered mail, return receipt requested, for all of the following stated insurance policies. (a) General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 and $2,000,000 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 Contractors and subcontractors; products and completed operations as applicable.
(b) 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.
(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.

If at any time any of said policies shall be unsatisfactory to CITY, as to form or substance, or if a company issuing such policy shall be unsatisfactory to CITY, CONTRACTOR shall promptly obtain a new policy, submit the same to Risk Manager of CITY for approval and submit a certificate thereof as herein above provided. Upon failure of #3..
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5 CONTRACTOR to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of CITY, may be forthwith declared suspended, or terminated. Failure of CONTRACTOR to obtain and/or maintain any required insurance shall not relieve CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of CONTRACTOR concerning indemnification. CITY, and its agents, officers, officials, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers Compensation, Professional Liability, and Financial Compensation insurer shall agree to waive all rights of subrogation against CITY, its agents, officers, employees, and volunteers for losses arising from work performed by CONTRACTOR for CITY. CONTRACTOR S insurance policy(ies) shall include a provision that the coverage is primary as respects to 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 of CITY. The CONTRACTOR must deliver certificates evidencing existence of the insurance to the City prior to the time this Agreement is signed.

CONTRACTOR agrees to provide CITY with a separate endorsement evidencing proof of City s additional insured status required herein (both general and automobile liabili
insurer s waiver of all subrogation rights as stated above. Every endorsement shall identify the policy number.

CONTRACTOR shall provide CITY with a separate endorsement evidencing proof CONTRACTOR shall provide CITY with a Workers Compensation subrogation waiver by way of #3..
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6 a separate endorsement. All endorsements referenced above must include the applicable policy number.
shall be primary insurance as respects the Entity, its agents, officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Entity, its agents, officers, officials, contribute with it.

CONTRACTOR further agrees that the amount of insurance required may from time to time be adjusted by CITY s Risk Manager, and CONTRACTOR agrees to file a new insurance certificate with CITY s City Clerk evidencing the new amounts after a thirty (30) day written notice from CITY s Risk Manager.

5. PAYMENT:

CONTRACTOR shall invoice CITY within thirty (30) days after service. All invoices shall be paid in full within thirty (30) days after completion and acceptance of the Service by the City, and receipt of a properly prepared invoice in duplicate, subject to cash discounts allowed and stated in this proposal document. 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 protected]
CONTRACTOR shall establish a separate billing account number for each CITY department and/or division. At a minimum invoice shall state the following:
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7 Reference Annual Agreement # 210762
City department/division name and address
Billing period
Service hours worked day and week
Unit price, extended price, sales tax, and total

6. INDEMNITY:

The CONTRACTOR 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, 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, , or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement.
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 CONTRACTOR to procure and maintain a policy of insurance.

In the indemnity clause contained herein CONTRACTOR agrees to defend, indemnify and hold CITY harmless from the negligence of its employees, among other risks. With reference to the foregoing, the parties agree that all risk of loss, including but not limited to damages, property losses, and defense of third-party suits, arising out of or relating to the operation accordance with the provisions contained in this section. #3..
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8 7. ARBITRATION:

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, (except as approved below) resolved by final binding arbitration before the American Arbitration Association (AAA), utilizing its Commercial Arbitration Rules. One Arbitrator shall be selected using AAA procedures. The Arbitrator shall use all reasonable efforts to minimize discovery and to complete the arbitration proceedings as expeditiously as possible. The Arbitrator shall render a written decision within thirty (30) calendar days of the hearing. The Arbitrator will not award emplary
damages, and the parties hereby agree to waive and not seek such damages. Either party may seek judicial relief to compel the other party to comply with the provisions of this Section, or injunctive or other equitable relief to protect its intellectual property rights, provided (unless prohibited by applicable law) that the remainder of the dispute or claim is submitted to arbitration. The arbitration shall be held in Modesto California; both parties give their irrevocable consent to jurisdiction of courts of or in the State of California, as well as processes of the AAA in California.

Awards shall be final, binding and non-appealable (except on the minimal grounds required under the Federal Arbitration Act or other applicable law). All awards may be filed with one or more courts, state, federal, or foreign having jurisdiction over the party against whom such award is rendered or its property, as a basis of judgment and of the issuance of execution for its collection.

8. GOVERNING LAW:

This Agreement shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect #3..
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9 9. COMMENCEMENT AND COMPLETION OF THE WORK:

The work contemplated herein shall be commenced as soon as possible upon fully executed agreement and written notification from the City. The following documents must be on file before approval to commence work:

Proofs of insurance (approved by Risk Management); and
Executed Agreements and all exhibits thereto.

10. TERMINATION OF SERVICES:

Termination by City for Default of Contractor
Should Contractor default in the performance of this Agreement or materially breach any of its provisions, at its option, City may terminate this Agreement by giving thirty (30) days written notification for cure to Contractor. 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 Contractor, dishonesty, or theft.

Termination by City for Convenience
The City may also terminate the Contractor'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 thirty (30) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Contractor with consultation with the City prior to termination. #3..
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10 The Contractor may terminate this Agreement with or without cause by providing thirty (30) Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the Contractor shall:
a. Cease its Service as directed in the notice of termination as of the termination date and see to it that its employees, sub-contractors 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 Service 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 subcontractors, but in no event shall recovery by any Contractor or subcontractor include lost profits for portions of the Service 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 Service whether completed or in process; e. Settle outstanding liabilities and claims, subject to the approval of City;
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11 f. Complete performance of such part of the Service 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 Service;
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 performance.
i. The 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 prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

City will pay Contractor an amount based on the percentage of satisfactory work 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 this Agreement such as subcontractor agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Service 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 #3..
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12 previously paid to the Contractor.

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 Contractor to appeal the City Manager, or his/her ontractor shall appeal by notifying the City Clerk in
writing within ten (10) calendar days of receipt of written notification from City of termination of this 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.

11. COMPLIANCE WITH ALL LAWS:

CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the Service described, designated and shown upon the plans herein referred to, 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.

12. AGREEMENT DOCUMENTS:

The complete agreement between the parties hereto consists of this Agreement, all exhibits, and the following documents, which are incorporated herein by this reference:
a. INF 22-03 Removal and Recycling of Universal Waste;
b. City of Modesto Business/Delivery License;
c. Insurance Certificates.

These documents include important legal requirements, procedures, and restrictions and should be reviewed by CONTRACTOR. They are available for review during normal business #3..
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13 hours in the Department of Finance, Purchasing Division. All documents specified above are intended to operate so that any Services called for in any one and not mentioned in the other, or vice versa, is to be executed the same as if mentioned in all said documents.

13. 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: Mark C. Kasper
AERC Acquisition Corporation
DBA AERC Recycling Solutions A Clean Earth
Company
334 S. Warminster Rd.

Hatboro, PA 19040
610-797-7608
[email protected]
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.
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14 14. SIGNATOR(IES) FOR CONTRACTOR:

The undersigned signator(ies) for CONTRACTOR warrant(s) and represent(s) that he/she/they is/are legally competent to execute the agreement and has/have full authority to execute this Agreement.

15. ASSIGNMENT:

Neither Party shall assign this Agreement nor any portion thereof without the written consent of the other Party in each and every instance.

16. 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.

17. HEADINGS NOT CONTROLLING:

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

18. MISCELLANEOUS:

Time is of the essence in every provision of this Agreement.

19. 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 proposal are controlling and are deemed accepted by Contractor by the execution of this Agreement. All previous proposals, offers, and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, #3..
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15 and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.

20. TRANSPORTATION AND DISPOSAL OF WASTE:

If the Service involves transportation and disposal of waste material, risk of loss and all incidence of ownership of such material shall pass to Contractor at the time it accepts delivery and takes possession and control of such material
Material. material that is consistent with the specifications set forth in this Agreement, the material profile sheet (if any), and supplemental documents, including, but not limited to analytical data, provided to Contractor by City. Contractor may, at its option (i) reject Non-Confirming Material and return it t
remove and dispose of the Non21. PARTIAL INVALIDITY.

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

IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement in duplicate by its City Manager and attested by its City Clerk on the _____________-day of _____________________, 2022 and CONTRACTOR 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: ____________________________
JOE F. RODRIGUEZ, Risk Manager
Federal ID # ___________
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 07, 2024
Date: September 12, 2024
TO: Economic Development Committee
Chris Ricci, Chair
Eric Alvarez, Vice-Chair
Sue Zwahlen, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: Agreement with Eagle Aerial Solutions for WaterView SaaS CONTACT: Manuel Martinez, (Acting) Water Division Manager, [email protected], 209-342-4592
DESCRIPTION:

Consider an Agreement with Eagle Aerial Solutions of Irvine, CA for a WaterView Software as a Service (SaaS) subscription for a total amount not to exceed $495,000 over five years and forwarding to Council for approval. (Funding Source: Water Fund) STRATEGIC PLAN ELEMENT:

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

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

BACKGROUND:

In 2009, California adopted the Water Conservation Act, which mandated the State achieve a 20 percent reduction in urban per capita water use by 2020. In 2018, new landmark water conservation legislation was signed into law: Assembly Bill (“AB”) 1668 (Friedman) and Senate Bill (“SB”) 606 (Hertzberg). Together, AB 1668 and SB 6061 lay out a new long-term water conservation framework for California.

To assist water professionals with meeting the efficiency and allocation requirements established under AB1668 and SB606, a water conservation and data management portal was developed by Eagle Aerial Solutions with input from California Water Efficiency Partnership (CalWEP). WaterView is a web-based water efficiency software by to comply with AB 1668 and SB 606.
1https://www.waterboards.ca.gov/water_issues/programs/conservation_portal/california_statutes.html#h20_conserv_ drought_planning
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Economic Development Committee, October 07, 20204
Agreement with Eagle Aerial Solutions for WaterView SaaS

In 2023, the Water Services Division implemented a pilot program to collect data for 25% of residential service connections in order to evaluate WaterView and determine whether or not it could be a useful tool for assisting with regulatory compliance. Based on the results of the pilot, 1 out of 3 customers within the Modesto Contiguous system is above their allocation of water.

WaterView is able to identify water use trends and over allocation users by continually calculating water use efficiency (per state standards) across the residential service area and supplies the agency with detailed data and water use analytics.

DISCUSSION:

The WaterView SaaS technology and service has been demonstrated to provide significant data that will assist the Water Division in maintaining regulatory compliance with State requirements, meet the efficiency and allocation requirements established by AB 1668 and SB 606, avoid significant fines and penalties, and will allow the City’s Conservation program to focus its efforts on outreach in areas that consistently exceeded the State’s mandated allocation requirements.

This software combines multiple sets of data (daily ET readings, parcel data, demographic data, irrigated landscape square footage, household size, etc.) allowing precise conservation efforts for the City and our customers.

Starting in 2027, Water districts, agencies and providers will be fined $1,000 per day during non-drought years and $10,000 per day during declared drought emergencies for not remaining in compliance with allocation requirements. The Water Division intends to expand the pilot program with Eagle Aerial Solutions to create a highly effective and proactive Water Conservation campaign and outreach program, which will also aid the City with mandatory reporting requirements helping to avoid regulatory compliance fines and penalties.

This was presented to the Technology Steering and Alignment Committee (TSAC) on April 25, 2024, and a motion was made to submit this item to Council for approval. An authorization to purchase and bid waiver application was also submitted explaining the sole source nature of this service subscription provided by Eagle Aerial Solutions, and it was approved by the Purchasing Manager and Director of Finance.

Modesto Municipal Code Section 8-3.203 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures. However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. Eagle Aerial Solutions is the sole proprietor of the WaterView software and processes. Therefore, staff recommends the WaterView Software SaaS of this Agreement to Eagle Aerial Solutions should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) since Eagle Aerial Solutions is the Sole Provider of this Software.

FISCAL IMPACT:

The anticipated cost of $495,000 to expand this project will be absorbed within the Utilities Department, Water Fund budget as a Non-Capital Project: 101580 (Water Use Compliance Software).
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Economic Development Committee, October 07, 20204
Agreement with Eagle Aerial Solutions for WaterView SaaS

Year 1 Year 2 Year 3 Year 4 Year 5 Contract
Total
Discounted Subscription Fee: $ 90,100 $ 90,100 $ 90,100 $ 90,100 $ 90,100 $ 450,500 One Time Fee:

WaterView set up, to be finalized
after consultation with IT
(Pricing after $4,500 discount
from pilot program)
$ 19,500 $ 19,500
One Time Fee:

CII Roadmap Meter Analysis $ 10,000 $ 10,000
Additional Parts and Services
(as needed): $ 15,000 $ 15,000
Total: $ 134,600 $ 90,100 $ 90,100 $ 90,100 $ 90,100 $ 495,000 RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Sole Source Agreement with Eagle Aerial Solutions, LLC, of Irvine, CA for the WaterView SaaS for a five-year Agreement, for an initial cost of $134,600 and an estimated annual amount of $90,100, for a total amount not to exceed $495,000 over five years; and forwarding to Council for approval.

Approved by:

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

1. Agreement No. 279638 – Eagle Aerial Solutions

2. Bid Waiver and Sole Source

3. Exhibit B – Waterview and CII Road Map for the City of Modesto Water Division

4. Financial Interest Disclosure Form
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1 ANNUAL AGREEMENT NO 279638

FOR WATERVIEW SOFTWARE AND MAPPING SERVICES

EAGLE AERIAL SOLUTIONS
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 Eagle Aerial Solutions, hereinafter called CONTRACTOR.

W I T N E S E T H:

WHEREAS, the Modesto City Council adopted Resolution No. 2024 -______ authorizing an agreement for WaterView Software and Mapping Services to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the CONTRACTOR is the sole manufacturer and service provider for Waterview Software and Mapping Services, and
WHEREAS, the CONTRACTOR shall provide services to the CITY as defined in the “Waterview and CII Road Map for the City of Modesto Water Division” proposal that best meets the CITY needs, attached hereto as Exhibit “B” and made a part hereof, and #4..
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2 WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the furnishing of Waterview Software and Mapping Services as described in the “Waterview and CII Road Map for the City of Modesto Water Division” proposal attached herto as Exhibit “B” made a part hereof, and NOW, THEREFORE, the parties hereto mutually agree as follows:

1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and insurance necessary to perform and complete the required work as specified in Exhibit “B”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $90,100. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $495,000. 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 the “Waterview and CII Road Map for the City of Modesto Water Division” proposal attached hereto as Exhibit B. #4..
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3 AGREEMENT PRICING
Year 1 Year 2 Year 3 Year 4 Year 5 Contract
Total
Discounted Subscription fee: $ 90,100 $ 90,100 $ 90,100 $ 90,100 $ 90,100 $ 450,500 One time fee:

WaterView set up, to be finalized
after consultation with IT
(Pricing after $4,500 discount from
pilot program) $ 19,500 $ 19,500
One time fee: CII Roadmap Meter
Analysis $ 10,000 $ 10,000
Contract Year Totals: $ 119,600 $ 90,100 $ 90,100 $ 90,100 $ 90,100 $ 480,000 Additional Parts and Services as
needed: $ 15,000
Grand Total with Contingency: $ 495,000

2. CITY REPRESENTATIVE:

CITY Representative is: Manuel Martinez, Acting Water Division Manager, 209-342-4592, [email protected]
Purchasing Representative: Melvin Rosal, Buyer, 209-577-5420, [email protected] The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division.

3. CONTRACTOR CONTACT:

Wayne Tate, 714-343-2737, [email protected]

4. TERM OF AGREEMENT:

The term of the AGREEMENT shall be for a period of five (5) years.

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

5. LIABILITY INSURANCE:

The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limity shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or 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. d. Technology Professional Liability or Errors and Omission or Cyber Liability: Insurance with a minimum limit of $2,000,000 per claim and a $2,000,000 policy aggregate. If coverage is on a claims-made basis, it shall be maintenance for at least three (3) years following completion of 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 CONTRACTOR shall promptly obtain a #4..
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5 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, officials, 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, officials, 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 agents, officers, officials, employees, and volunteers. Any insurance or selfinsurance maintained by CITY, its agents, officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.

6. PAYMENT:

CONTRACTOR shall invoice CITY annually at the beginning of each agreement term (Year 1 through Year 5), as described in Section 4, above in exchange for services provided by CONTRACTOR hereunder. All invoices shall be paid in full the following payment terms within 45 days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay #4..
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6 CONTRACTOR via 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 279638
• CITY department/division name and address: Water Division, 4240 Litt Rd., Modesto, CA 95357 • Billing period: Agreement Term
• Service hours worked day and week
• Unit price, extended price, sales tax and total

7. DELIVERY OF WATER USAGE AND RELATED DATA: COMMENCEMENT OF CONTRACT:

As soon a reasonably possible, CITY shall deliver to CONTRACTOR current residential customer water use data for all water customers within the CITY. This delivery of data shall be made no later than twenty-one (21) days after execution of this Agreement (the “Required Delivery Date”). CONTRACTOR will then seek to load such data into the WaterView application as soon as reasonably possible. This process might require corrections, standardizations and re-arrangement of the data by CONTRACTOR in order for it to be in the form required by the WaterView application. CITY understand that some data may be in a form or condition that cannot be adequately corrected, standardized or re-arranged in order to use in the WaterView Application. The commencement date of the subscription term of this Agreement shall be on the date that CONTRACTOR has loaded all of the water use data that can be adequately corrected, standardized or rearranged into the WaterView Application to allow CITY to begin making use of it (the “Operational Date”), provided, however, that if CITY has delivered the initial set of water use data to CONTRACTOR later than the Required Delivery Date, the start date of this subscription term shall be the date that is the number of days prior #4..
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7 to the Operational Date that is equal to the number of days that such data delivery was delayed beyond the Required Delivery Date.

8. USAGE RESTRICTIONS:

CITY will not (a) make the WaterView application available to, or use the WaterView application for the benefit of, anyone other than CITY or its employees, (b) sell, resell, license, sublicense, distribute, rent, or lease any portion of the WaterView application, (c) use the WaterView application to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) interfere or disrupt the integrity or performance of the WaterView application or third-party data, (e) copy the WaterView application or any part, feature, function, or user interface thereof, (f) frame or mirror any part of the WaterView application, other than framing on CITY’s own intranets or otherwise for CITY’s own internal business purposes, or (g) access the WaterView application in order to build or enhance a competitive product or service.

9. FUTURE FUNCTIONALITY, UPDATES, AND BETA SERVICES:

CITY agrees that CONTRACTOR may make changes to the WaterView application over time for any reason, without limitation, and that CONTRACTOR may not continue to provide or support older versions of the WaterView application. We may invite CITY to try other WaterView applications and options to WaterView applications. Any such additional WaterView applications and options may be subject to additional or separate terms and fees.

10. 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, #4..
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8 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, employees, and volunteers 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.

11. 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.

12. 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.

13. 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. Waterview and CII Road Map for the City of Modesto Water Division proposal; c. Insurance Certificates;
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9 d. Contractor’s City of Modesto business license

14. 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 non-performance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice.

Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.

Post-Termination Procedure: Upon receipt of a written notice of termination pursuant to either of the foregoingparagraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
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10 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 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.

15. COMPLIANCE WITH ALL LAWS:
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11 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.

16. FAILURE TO PERFORM SATISFACTORY WORK:

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

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

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

17. 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 #4..
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12 makes final payment to The CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).

18. 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.

19. 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.

20. NOTICES:

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

CONTRACTOR: Eagle Aerial Solutions
Attn: Wayne Tate
3333 Michelson Drive, Suite 300
Irvine, CA 92612
714-754-7670
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.
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13 21. 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.

22. QUANTITIES:

No minimum or maximum is guaranteed or implied.

23. 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.

24. 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.

25. 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 #4..
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14 Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full.
b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT.
e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.

26. 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.

27. RECORDS:
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15 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, other than data used by CONTRACTOR under license from other vendors. 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.

28. 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.

29. 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.

30. 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 #4..
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16 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.

31. 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.

32. WAIVER:

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

30. HEADINGS NOT CONTROLLING:

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

34. MISCELLANEOUS:

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

35. 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 quote, attached hereto as Exhibit B, are incorporated herein. In the event of a conflict between the quote 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. #4..
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17 36. 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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18 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 Eagle Aerial Solutions has caused this Agreement to be duly executed. #4..
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D Other (requires detailed comments)
Comments:

Sole Source Letter and SOW are attached

NEW TECHNOLOGY PURCHASES
Does the new technology meet the criteria to be reviewed by the Technology Steering and Alignment Committee (TSAO)? Yes fil No Il
If yes, was It approved by this committee? Yes fil No Il Approval
Requester
Division Manager
Department Director
Chief Information Officer'
Buyer
Purchasing Manager
Director of Finance
Buyer Comments:

Name Signature
Manuel Martinez � William Wong - -
Melvin Rosal
Dianne Love
DeAnna Christensen
1 lnformatlQn technology (ll) purchases will require Chief lnfonnation Officer Signature Date
6/11/2024
1 ,e[ \ C \Q4
Revised 1/19/2024
Scotty Douglass Jun 14, 2024 Melvin Rosal (Jun 14, 2024 14:01 PDT) Melvin Rosal Jun 14, 2024 Dianne Love (Jun 17, 2024 09:00 PDT) Dianne Love Jun 17, 2024 Jun 17, 2024
Eagle Aerial Solutions, Waterview software, is proprietary software developed to comply with the State of California water legislation efficiency standards. #4..
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ATP and Bid Waiver - Eagle Aerial Solutions

06.12.24 Final Audit Report 2024-06-17
Created: 2024-06-14
By: Juana Lynch ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAAAkdEuoAIp9fuJG0LnzjZOtpPhlLel2FC "ATP and Bid Waiver - Eagle Aerial Solutions 06.12.24" History Document created by Juana Lynch ([email protected]) 2024-06-14 - 7:02:01 PM GMT
Document emailed to Scotty Douglass ([email protected]) for signature 2024-06-14 - 7:05:43 PM GMT
Email viewed by Scotty Douglass ([email protected]) 2024-06-14 - 7:06:11 PM GMT
Document e-signed by Scotty Douglass ([email protected]) Signature Date: 2024-06-14 - 8:18:33 PM GMT - Time Source: server Document emailed to Melvin Rosal ([email protected]) for signature 2024-06-14 - 8:18:35 PM GMT
Email viewed by Melvin Rosal ([email protected])
2024-06-14 - 9:01:04 PM GMT
Document e-signed by Melvin Rosal ([email protected]) Signature Date: 2024-06-14 - 9:01:16 PM GMT - Time Source: server Document emailed to [email protected] for signature
2024-06-14 - 9:01:18 PM GMT
Email viewed by [email protected]
2024-06-17 - 3:56:34 PM GMT
Signer [email protected] entered name at signing as Dianne Love 2024-06-17 - 4:00:27 PM GMT
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Document e-signed by Dianne Love ([email protected]) Signature Date: 2024-06-17 - 4:00:29 PM GMT - Time Source: server Document emailed to DeAnna Christensen ([email protected]) for signature 2024-06-17 - 4:00:31 PM GMT
Email viewed by DeAnna Christensen ([email protected]) 2024-06-17 - 4:08:30 PM GMT
Document e-signed by DeAnna Christensen ([email protected]) Signature Date: 2024-06-17 - 4:09:13 PM GMT - Time Source: server Document emailed to [email protected] for signature 2024-06-17 - 4:09:15 PM GMT
Email viewed by [email protected]
2024-06-17 - 4:21:19 PM GMT
Juana Lynch ([email protected]) replaced signer [email protected] with Joseph P. Lopez ([email protected])
2024-06-17 - 4:25:43 PM GMT
Document emailed to Joseph P. Lopez ([email protected]) for signature 2024-06-17 - 4:25:43 PM GMT
Email viewed by Joseph P. Lopez ([email protected]) 2024-06-17 - 4:34:06 PM GMT
Document e-signed by Joseph P. Lopez ([email protected]) Signature Date: 2024-06-17 - 4:34:17 PM GMT - Time Source: server Agreement completed.
2024-06-17 - 4:34:17 PM GMT
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1 FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this IFB process and Bidder’s submission of a Bid therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Bidder until all person with a direct or indirect financial interest of greater than $2,000 in the Bidder are identified by name.

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

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

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

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

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

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

10.03(h) are satisfied.

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

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

Bidder Company Name:

Name of Bidder Signatory:

Signature of Bidder Representative:

Wayne Tate
Paul Clark
James Skurzynski
Eagle Aerial Photography, Inc. dba Eagle Aerial Solutions Paul Clark, Co-Owner
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