Agenda packet — Finance Committee, October 21, 2024 (part 2 of 2)

on the Consumer Price Index (CPI). 1 This original agreement included an automatic extension through the next calendar year and each year thereafter unless one of the parties requested to terminate said agreement with a notice of no less than 120 days.

On May 26, 2011, a First Amendment was made to the original agreement changing the methodology of the annual cost per bill increase, utilizing the Consumer Price Index for the Bay Area rather than the Consumer Price Index for the State of California. This amendment did not address the automatic extension clause, and the agreement continued each year thereafter with no defined termination date.

On February 26, 2019, Council approved Resolution 2019-78 for a Second Amendment to extend the agreement through December 31, 2019, to allow time for staff to complete a comprehensive review of the agreements and enter into new agreements with the garbage companies addressing any deficiencies and defining a term date.

On December 10, 2019, Council approved Resolution 2019-546 for an agreement with Gilton Solid Waste Management, Inc. and Bertolotti Modesto Disposal, Inc. to perform billing and collection services for certain solid waste removal provided to single-family residential customers within the City limits of Modesto for two years with three one-year extension options.

DISCUSSION:

It is critical the City recover the costs of billing and collection on behalf of the garbage companies while maintaining revenues that support the General Fund. As part of the budget process, staff routinely conduct a detailed cost analysis of the methodology utilized to determine the current cost per bill, the frequency of reconciliation of revenues, and recovering the City’s costs for ownership of bad debt incurred on uncollectible balances. The current charge per bill as of July 1, 2024, is $2.01. Based on current cost analysis, the charge per bill will remain $2.01 as of January 1, 2025.

As part of the new agreement, City staff recommended to utilize the Consumer Price Index for the West Region which aligns with the index utilized for our vendor contractual agreements due to City of Modesto residing in this specific index region. The charge per bill is adjusted by the City on an annual basis for inflation at no more than the annual increase listed in the Consumer Price Index (CPI) for the West Region for the period of January 1st to December 31st of the prior year. This annual CPI increase is effective July 1st each year. In addition, the City reserves the right to conduct an annual cost analysis at any time during the year. In the event the analysis determines the City is no longer recovering costs to provide service as identified in the Scope of Services (Exhibit A), the City reserves the right to adjust the cost per bill accordingly with a 90- day notification to both garbage companies.
1 The annual increases for inflation will be limited to not more than the annual increase listed in the local Consumer Price Index for the State of California for the month of December of the prior year. #3..
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Finance Committee, October 21, 2024
Billing and Collections Agreements with Gilton Solid Waste Management, Inc. and Bertolotti Modesto Disposal, Inc.

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FISCAL IMPACT:

The Utility Billing Division collects garbage charges on behalf of the two respective garbage companies contracted with the City and the City’s solid waste fees on behalf of the Solid Waste Division. On the monthly utility bill in Fiscal Year 2020 through Fiscal Year 2024 the following was billed and collected:

Fiscal Year Number of Bills Garbage
Revenues Billed
Billing Fees Collected by City
2024 630,337 $27,628,551 $1,140,902
2023 629,686 $23,596,371 $1,051,576
2022 628,684 $18,718,336 $980,747
2021 626,618 $18,091,559 $964,992
2020 623,933 $17,602,504 $885,560
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Agreement with Gilton Solid Waste Management, Inc. and Bertolotti Modesto Disposal, Inc. to perform Billing and Collection Services for certain solid waste removal provided to single-family residential customers within the City limits of Modesto for a two-year Agreement with three one-year extension options and forwarding to Council for approval.

Approved by:

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

1. Agreement for Billing and Collections Services with Bertolotti Disposal, Inc.

2. Agreement for Billing and Collections Services with Gilton Solid Waste, Inc.

3. Exhibit A - Scope of Services
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AGREEMENT FOR BILLING AND COLLECTION SERVICES FOR
BERTOLOTTI MODESTO DISPOSAL, INC.

THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this 3th day of December, 2024, by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and BERTOLOTTI MODESTO DISPOSAL, INC., a California corporation, hereinafter referred to as "Collector".

This Agreement is made with regard to the following recitals:

A. In accordance with Section 5-5.135 of the Modesto Municipal Code entitled “Collection of Solid Waste Charge”, Collector desires to enter into an agreement with City whereby City will bill and accept payments for certain solid waste service charges for Collector.

B. City is willing to bill and accept payment for certain solid waste services for Collector in accordance with the provisions of Section 5-5.135 of the Modesto Municipal Code.

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.

City 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" (the “Services”).

2. TERM OF AGREEMENT.

This 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 five (5) years:

Year 1: January 1, 2025 through December 31, 2025
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Year 2: January 1, 2026 through December 31, 2026
Year 3: January 1, 2027 through December 31, 2027
Year 4: January 1, 2028 through December 31, 2028
Year 5: January 1, 2029 through December 31, 2029

3. COMPENSATION.

Based on City’s cost analysis to provide billing and collection services, Collector agrees to pay CITY $2.01 per generated bill effective January 1, 2025, and in accordance with Exhibit "A" attached hereto. The per bill charge will be adjusted by the City effective July 1st of each year beginning July 1, 2025, on an annual basis for inflation at no more than the annual increase listed in the West Region Consumer Price Index (CPI). Such adjustments shall be made for the upcoming year as part of the annual maximum rate review process and shall be factored into the maximum rates. Collector shall be notified in writing by the City in advance of such adjustments. The City reserves the right to conduct an annual cost analysis to provide services; in the event the analysis determines the City is no longer recovering costs to provide services as identified in Scope of Services (including the cost of write offs of uncollected accounts), City reserves the right to adjust cost per bill accordingly with 90-day notification to Collector.

4. OBLIGATIONS OF COLLECTOR.

Throughout the term of this Agreement, Collector shall possess, or secure all licenses, permits, qualifications and approvals legally required to conduct business. Collector agrees to pay City its proportional one-third of printing costs for public education materials based on its customer count as a percentage of total City garbage collection customers. #3..
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5. OBLIGATIONS OF CITY.

City shall perform all services as described under Exhibit A, (the “Services”).

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All materials, documents, data or information obtained from the City data files or any City medium furnished to Collector in the performance of this Agreement will at all times remain the property of the City. No reports shall be used by the Collector for purposes other than this contract without the express prior written consent of City. Such data or information may not be used or copied for direct or indirect use by Collector after termination of this Agreement without written consent of the City. In the event of a termination of the Agreement the City will work with Collector to provide a detailed listing of all billed customers, locations and services provided to allow Collector to take over billing.

7. NEWS AND INFORMATION RELEASE.

Collector 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. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Collector to modify the scope of #3..
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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 change in the scope of work.

Until an amendment is fully executed, all terms of agreement will remain in place.

9. 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 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 COLLECTOR:

Name: Bertolotti Modesto Disposal
Address: P.O. Box 157
Ceres, CA. 95307
Attention: Steve Holloway
Phone: (209) 537-8000
E-mail: [email protected]
FOR CITY:

Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Purchasing Division
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Phone: (209) 577-5405

10. INSURANCE REQUIREMENTS.

The Collector 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. (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 $100,000 for property damage or $1,000,000 combined single 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; and professional liability.
(c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $100,000 for property damage or $1,000,000 combined single limit. This insurance shall cover any automobile for bodily injury and property damage.

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 Collector shall promptly obtain a new policy, submit the same to the Risk Manager for approval and #3..
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submit a certificate thereof as hereinabove provided. Upon failure of the Collector 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 Collector to obtain and/or maintain any required insurance shall not relieve the Collector from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Collector concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Collector for the City. The Collector'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 Collector must deliver certificates evidencing existence of the insurance called for in the contract specifications to the City Clerk at the time the contract is signed.

11. TERMINATION OF AGREEMENT.

Either party may terminate the contract, in whole or in part, in its unilateral discretion for any or no reason by providing at least ninety (90) days written notice to the other of it desire to terminate.

Termination on Occurrence of Stated Events
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This Agreement shall terminate automatically on the date on which any of the following events occur: (1) bankruptcy or insolvency of Collector, (2) legal dissolution of Collector.

Termination by City for Default of Collector
Should Collector 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 Collector. 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 Collector, dishonesty or theft.

Termination by Collector for Default of City
Should City default in the performance of this Agreement or materially breach any of its provisions, at its option Collector may terminate this Agreement by giving written notice to City. 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 cooperate reasonably with Collector, willful destruction of Collector's property by City, dishonesty or theft.

Termination by City for Convenience
The City may also terminate the Collector'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 #3..
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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.

In the Event of Termination
If the Agreement is terminated pursuant to any of the subsections contained in this paragraph, Collector will pay City an amount based on the percentage of work completed on the termination date; this percentage shall be determined by City in its sole discretion. If the Agreement is terminated pursuant to the subparagraph entitled Termination by City for Default of Collector, Collector understands and agrees that City may, in City's sole discretion, refuse to pay Collector for that portion of Collector's services which were performed by Collector 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 provide Collector with a detailed listing of most current customer billing information, including services billed for at each location, in an effort to assist Collector in transition of billing back to Collector.

12. INDEMNITY.

Collector, its agents, officers and employees shall defend, indemnify, and hold harmless City, its agents, officers, and employees from and against all claims, damages, losses, judgment, liabilities, expenses, and other costs including litigation costs and attorney's fees from every cause, including but not limited to injury to person or property or wrongful death arising directly or indirectly out of any act or omission of Collector whether or not the act or omission arises from the sole negligence or other liability of City, or its agents, officers, and employees or volunteers relating to or during the performance of its obligations under this agreement. #3..
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Collector'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 Collector to procure and maintain a policy of insurance.

13. ENTIRE AGREEMENT.

This Agreement and its exhibits contain the entire understanding between Collector and City. Additional or new terms contained in this Agreement which vary from Collector's proposal are controlling and are deemed accepted by Collector 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.

14. PARTIAL INVALIDITY.

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

15. WAIVER.
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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.

16. AUDIT.

City 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 City services. City's representative shall have the right to reproduce any of the aforesaid documents.

17. GOVERNING LAW.

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

18. HEADINGS NOT CONTROLLING.

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

19. COMPLIANCE WITH LAWS.

Collector shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Collector shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits. Collector will have a City of Modesto business license. #3..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. , adopted by the Council of the City of Modesto on the day of ___________ , 2024, and _______________ has caused this agreement to be duly executed.
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AGREEMENT FOR BILLING AND COLLECTION SERVICES FOR GILTON SOLID WASTE MANAGEMENT, INC.

THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this 3th day of December, 2024, by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and GILTON SOLID WASTE MANAGEMENT, INC., a California corporation, hereinafter referred to as "Collector".

This Agreement is made with regard to the following recitals:

B. City is willing to bill and accept payment for certain solid waste services for Collector in accordance with the provisions of Section 5-5.135 of the Modesto Municipal Code.

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.

City 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" (the “Services”).

2. TERM OF AGREEMENT.

This 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 five (5) years:

Year 1: January 1, 2025 through December 31, 2025
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Year 2: January 1, 2026 through December 31, 2026
Year 3: January 1, 2027 through December 31, 2027
Year 4: January 1, 2028 through December 31, 2028
Year 5: January 1, 2029 through December 31, 2029

3. COMPENSATION.

4. OBLIGATIONS OF COLLECTOR.

5. OBLIGATIONS OF CITY.

City shall perform all services as described under Exhibit A, (the “Services”).

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

7. NEWS AND INFORMATION RELEASE.

8. AMENDMENTS.

Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Collector to modify the scope of #3..
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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 change in the scope of work.

Until an amendment is fully executed, all terms of agreement will remain in place.

9. NOTICES.

FOR COLLECTOR:

Name: Gilton Solid Waste Management, Inc.

Address: 755 S. Yosemite Ave.

Oakdale, CA. 95361
Attention: Bob Pritchard
Phone: (209) 840-5648
E-mail: [email protected]
FOR CITY:

Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Purchasing Division
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Phone: (209) 577-5405

10. INSURANCE REQUIREMENTS.

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 Collector shall promptly obtain a new policy, submit the same to the Risk Manager for approval and #3..
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submit a certificate thereof as hereinabove provided. Upon failure of the Collector 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 Collector to obtain and/or maintain any required insurance shall not relieve the Collector from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Collector concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Collector for the City. The Collector'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 Collector must deliver certificates evidencing existence of the insurance called for in the contract specifications to the City Clerk at the time the contract is signed.

11. TERMINATION OF AGREEMENT.

Termination on Occurrence of Stated Events
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This Agreement shall terminate automatically on the date on which any of the following events occur: (1) bankruptcy or insolvency of Collector, (2) legal dissolution of Collector.

Termination by City for Convenience
The City may also terminate the Collector'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 #3..
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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.

12. INDEMNITY.

Collector, its agents, officers and employees shall defend, indemnify, and hold harmless City, its agents, officers, and employees from and against all claims, damages, losses, judgment, liabilities, expenses, and other costs including litigation costs and attorney's fees from every cause, including but not limited to injury to person or property or wrongful death arising directly or indirectly out of any act or omission of Collector whether or not the act or omission arises from the sole negligence or other liability of City, or its agents, officers, and employees or volunteers relating to or during the performance of its obligations under this agreement. #3..
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Collector'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 Collector to procure and maintain a policy of insurance.

13. ENTIRE AGREEMENT.

14. PARTIAL INVALIDITY.

15. WAIVER.
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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.

16. AUDIT.

17. GOVERNING LAW.

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

18. HEADINGS NOT CONTROLLING.

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

19. COMPLIANCE WITH LAWS.

Collector shall insure compliance with all safety and hourly requirements for employees, in accordance with federal, state, and county safety and health regulations and laws.

Collector shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits. Collector will have a City of Modesto business license. #3..
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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. , adopted by the Council of the City of Modesto on the day of __________ , 2024, and _________________ has caused this agreement to be duly executed.
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EXHIBIT A: SCOPE OF SERVICES

1. Charges to be Collected.

This Agreement shall apply only to the customers of Collector within the Modesto City limits who are billed at a single-family residential rate. The City will bill at Council approved rates utilizing utility billing software system at locations billed for one or more of the following services: water, sewer, or storm drain. City will not bill for garbage as a stand-alone service. Per MMC 5-5.135 City shall neither use nor imply that it will use its police power to collect bills remaining overdue or unpaid.

2. Payment to Collector.

The City agrees to make a weekly payment to Collector based on the amount billed by the City during the preceding calendar week, less the amount due the City pursuant to Section 3 of Agreement titled “Compensation”. The City will reserve the option to update the payment schedule from time to time as agreed upon by both parties based on variations in billing cycles or business needs.

Payment will be based on revenues billed for the prior week and extracted from the utility billing software system accompanied by a detailed reconciliation worksheet.

3. Monthly Billing of Garbage Services.

The City shall provide monthly billing of Collectors’ garbage customers as defined in paragraph 1 above titled “Charges to Be Collected” acting solely in the role of a private contractor performing customer billing and payment acceptance services for the Collector.

4. Receipt of and Accounting for Payments.

The City shall accept, receipt, and account for Collectors’ monthly customer payments for which it bills on behalf of Collector.
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5. Assistance Programs and Discounts.

The City will apply the City’s established assistance program discount to Collectors’ customer bills as authorized by the Collectors’ service agreement at a rate of $5.00 per eligible customer. In the event there is any change to the assistance program, such as to the amount of the monthly discount, the City will notify the Collector in writing a minimum of 90 days in advance to advise of any increase to the Collector.

6. Billing Adjustments and Correction of Charges Billed or Due.

The City is authorized to review account charges and adjust as necessary, utilizing parameters as set forth in adjustment policy of the City’s Utility Billing and Collections Division. In the event an adjustment of charges results in flat or negative revenues due the Collector for any given week, no check will be issued for that week. Upon request, the City will provide Collector a reconciliation including billing corrections or adjustments that resulted in flat or negative revenues for that billing period.

7. Deposits.

The City will not collect deposits on behalf of the Collector for garbage services billed by the City.

8. Communications.

The City and Collector will communicate as necessary regarding billing, processing customer account information, and delivery and removal of residential standard containers. All service-related issues shall be referred by the City directly to Collector to manage (please refer to sections 11 and 12 below). #3..
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9. Utility Bill Inserts.

Collector agrees to pay the City its proportional one-third share of the printing costs for public education materials inserted in the monthly utility bill based on its customer count as a percentage of total City garbage customers.

10. Requests for Extra Garbage Service.

All requests received for extra garbage service such as special pickups, extra loads, etc. shall be referred by the City to Collector and Collector shall be responsible for billing and collection of the charges for such extra garbage service.

11. Complaints Regarding Garbage Service.

All complaints made to the City by customers of Collector relating to garbage service shall be referred by the City to Collector and it shall be the responsibility of Collector to investigate such complaints.
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 21, 2024
Date: October 1, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Kevin Wise, Fire Chief
SUBJECT: Behavioral Health Services Agreement
CONTACT: Kevin Wise, Fire Chief, [email protected] , 209-572-9590 DESCRIPTION:

Consider an Agreement with First Alarm Wellness, Vista, California for Behavioral Health Services for the Modesto Fire Department for a two-year Agreement with three one-year extension options, for an annual estimated amount of $32,100, and a total amount not to exceed $160,500 over five years and forwarding to Council for approval. (Funding Source: General Fund)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

On July 15, 2018, the City entered into an agreement with First Alarm Wellness for Behavioral Health Services provided to the City of Modesto Fire Department to combat and mitigate the effects of first responder psychological trauma, for one year, with an annual amount not to exceed $15,000. After undergoing four amendments to ultimately extend the agreement through December 30, 2023, a new agreement was vital to continue managing the safety and well-being of the City’s first responders.

On December 30, 2023, the City entered into an agreement with First Alarm Wellness for Behavioral Health Services provided to the City of Modesto Fire Department to combat and mitigate the effects of first responder psychological trauma, with an annual amount not to exceed $40,500. This Agreement was established for a one (1) year term with the formal bidding exception under MMC 8-3.204 (c) Inflexible time constraints, expiring on December 30, 2024. A need for these types of services continues to exist in order to manage the well-being of the City’s first responders.
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Finance Committee, October 21, 2024
Behavioral Health Services Agreement

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On August 21, 2024, the City Manager authorized the Purchasing Manager to solicit the procurement for Behavioral Health Services for the City of Modesto Fire Department. On, August 21, 2024, the Director of Finance approved a formal bidding exception to waive the formal bidding process based on the comprehensive range of services, cost-effectiveness, seamless integration with our operations, established trusting relationship and commitment to employee well-being, First Alarm Wellness was determined to be the ideal choice for supporting the City of Modesto Fire Department with Behavioral Health Services.

DISCUSSION:

Kristina Casola, President, and lead clinician of First Alarm Wellness, is licensed by the State of California as a behavioral health specialist in emergency services which allows her to have an understanding of the Department’s unique needs and challenges that can impact both our personnel’s work and family lives. She has supported the Modesto Fire Department since 2018 and has since gotten to know our first responders on a personal level and has maintained trustworthy relationships.

The services provided include counseling and support services for our first responders impacted by work-related distress, by providing education, resources, and effective clinical services, as well as clinical oversight of all aspects of the department’s behavioral health program and assistance with the Workers Compensation process. The seamless integration with our workers' compensation provider (Athens) ensures continuity of care and streamlined processes, reducing administrative burden, and improving efficiency. In addition to confidential counseling for our sworn personnel, Casola also provides crisis management services and on-call services to support the department when needed during critical incidents. Her expertise in trauma behavioral health and crisis management has played an instrumental role in the safety and wellbeing of our first responders. This around-the-clock access to support ensures our employees receive timely assistance whenever they need it most- whether in acute crisis or in need of general assistance.

The term of the agreement is for five years, effective December 31, 2024, for an estimated annual amount of $32,100 and total amount not to exceed $160,500 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. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” Here, based on the comprehensive range of services, cost-effectiveness, seamless integration with our operations, established trusting relationship and commitment to employee well-being, First Alarm Wellness was determined to be the ideal choice for supporting the City of Modesto Fire Department with Behavioral Health Services. Therefore, staff recommends the Behavioral Health Services of this Agreement to First Alarm Wellness should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(d) since First Alarm Wellness has provided the Modesto Fire Department with Behavioral health services since 2018 and has established a trustworthy relationship with staff which is crucial in mental health services. #4..
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Finance Committee, October 21, 2024
Behavioral Health Services Agreement

Page 3 of 3 ends

FISCAL IMPACT:

The cost for behavioral health services will be paid from the Fire Department’s Operating Budget in the following appropriation unit, for an estimated annual amount of $32,100, and a total amount not to exceed $160,500 over five years.

A history of the past five years’ spending is as shown below:

Fiscal Year Account Amount
2023-2024 Professional Services (53300) $15,280
2022-2023 Professional Services (53300) $44,380
2021-2022 Professional Services (53300) $17,157
2020-2021 Professional Services (53300) $40,670
2019-2020 Professional Services (53300) $27,091
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Agreement with First Alarm Wellness, Vista, California for Behavioral Health Services for the Modesto Fire Department for a two-year Agreement with three one-year extension options, for an annual estimated amount of $32,100, and a total amount not to exceed $160,500 over five years and forwarding to Council for approval.

Approved by:

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

1. First Alarm Wellness Agreement

2. Exhibit A – Scope of Work

3. Exhibit B –FAW Fee Schedule

4. Bid Waiver
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1 STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT for consultant services (the “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 First Alarm Wellness, a California corporation, hereinafter referred to as "CONSULTANT".

This AGREEMENT is made with regard to the following recitals:

A. The City has determined that a Consultant Agreement for First Responder Behavioral Health Services should be prepared for the City to combat and mitigate the effects of first responder psychological trauma, specifically that of firefighters.

B. CONSULTANT represents that it is qualified, willing and able to provide the services.

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

1. SCOPE OF SERVICES.

CONSULTANT shall undertake and complete the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A", incorporated herein by this reference.

2. TERM OF AGREEMENT.

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

Year 1: December 31, 2024, through December 30, 2025
Year 2: December 31, 2025, through December 30, 2026
Year 3: December 31, 2026, through December 30, 2027
Year 4: December 31, 2027, through December 30, 2028
Year 5: December 31, 2028, through December 30, 2029
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2 Pricing as set forth in Exhibit “B”, incorporated herein, shall remain firm for the five (5) year term of the AGREEMENT.

3. COMPENSATION.

CONSULTANT agrees to accept an estimated annual amount of THIRTY-TWO THOUSAND, ONE HUNDRED AND 00/100 DOLLARS ($32,100), and a sum not to exceed ONE HUNDRED SIXTY THOUSAND, FIVE HUNDRED AND 00/100 DOLLARS ($160,500) over (5) years as full remuneration for performing all services and furnishing all staffing and materials for CITY in accordance with Exhibit "A".

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 reimbursable expenses paid by CONSULTANT and identified in Exhibit “B” or approved by the CITY in writing.

CITY shall pay CONSULTANT “Net 45 Days via manual check”.

4. OBLIGATIONS OF CONSULTANT.

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

5. PERFORMANCE BY KEY EMPLOYEE.
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3 CONSULTANT has represented to CITY that Kristina “Tina” Casola, LMFT 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 Seventy-five percent (75%) or more of the time devoted to oversight of the project that is the subject of this AGREEMENT will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

PHI and Intellectual Property Information
Unless consent is given or any employment agreement, collective bargaining agreement, or a court order authorizes the City to review or inspect protected health information (PHI), such shall remain the property of Consultant and employee receiving services from Consultant. Consultant’s class curriculum, handouts, and similar literature are the intellectual property (“Intellectual Property”) of the Consultant and cannot be reproduced or redistributed without written consent and further agreement by Consultant.

Ownership of Documents
Except for PHI and Intellectual Property as defined above, 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. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this #4..
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4 AGREEMENT are prepared specifically for the CITY and are not necessarily suitable for any future or other use.

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

7. NEWS AND INFORMATION RELEASE.

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

8. CONFLICT OF INTEREST.

CONSULTANT warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the CONSULTANT in the performance of this AGREEMENT. CONSULTANT warrants that, in performance of this AGREEMENT, CONSULTANT shall not employ any person having any such interest. CONSULTANT understands that, if this AGREEMENT is made in violation of Government Code § 1090 et seq., the entire AGREEMENT is void and CONSULTANT will not be entitled to any compensation for services performed. CONSULTANT agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this AGREEMENT if so, required at the option of CITY.

9. AMENDMENTS.

This AGREEMENT, including the Exhibits attached hereto, may be amended only by a writing signed by both Parties. CITY will not be responsible to pay any charges CONSULTANT may incur in performing services not identified in Exhibit ‘A’ unless first authorized by the CITY in writing

10. INDEPENDENT CONTRACTOR.
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5 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. Except as CITY may specify in writing, CONSULTANT 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. 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 and control 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 is permitted to provide services to others during the same period service is provided to CITY under this AGREEMENT. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under this AGREEMENT.

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

It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONSULTANT or CONSULTANT's assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of the CITY in any capacity whatsoever as an agent, or to bind the City #4..
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6 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.

11. ASSIGNMENT.

Neither this AGREEMENT nor any portion thereof shall be subcontracted or assigned, other than noted in Exhibit ‘A’, 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 delivery provided that such are delivered in accordance with the provisions of this Section. Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains confirmation of delivery; or (c) certified mail, return receipt requested, if delivery is confirmed by a return receipt; 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: First Alarm Wellness
Address: 122 Civic Center Drive #101
Vista, California 92084
Attention: Kristina “Tina” Casola, LMFT
Phone: (760)275-1469
Facsimile: (888)464-4455
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Holly Gonzales
Phone: (209)341-2908
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7 14. INSURANCE REQUIREMENTS.

Insurance. During the term of this AGREEMENT, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit “C” to this AGREEMENT, and incorporated herein, and shall otherwise comply with the other provisions of Exhibit “C” to this AGREEMENT. The city utilizes a software program “PINS Advantage” where vendor is responsible for uploading and maintaining updated insurance.

15. TERMINATION OF AGREEMENT.

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 non-performance.

Within ten (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.

Termination by City for Convenience
CITY may cancel this AGREEMENT at any time, with or without cause, upon written notification to CONSULTANT.

Post-Termination Procedure
Upon receipt of a written notice of termination, 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 #4..
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8 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; f. Complete performance of such part of the Project 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 Project and/or property related to the Project;
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 for work 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 CONSULTANT after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
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9 a. The cost of settling and paying valid claims arising out of the termination of the work such as subconsultant AGREEMENTS or contracts for materials; b. The AGREEMENT price allocable to the portion of the work properly performed, or goods supplied to the work site by the CONSULTANT as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONSULTANT.

16. INDEMNITY.

If CONSULTANT is a Design Professional, pursuant to the full language of California Civil Code §2782, Consultant agrees to indemnify, including the cost to defend, CITY, its agents, officers, employees and volunteers, harmless from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of Consultant and its employees or agents in the performance of services under this Agreement, but this indemnity does not apply to liability for damages arising from the sole or active negligence, or willful acts of the CITY; and does not apply to any passive negligence of the CITY unless caused at least in part by the Consultant. The CITY agrees that in no event shall the cost to defend charged to the Consultant exceed Consultant’s proportionate percentage of fault. This duty to indemnify shall not be waived or modified by contractual AGREEMENT or acts of the parties.

If CONSULTANT is not a Design Professional, 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, except for claims arising from the willful or active negligence of the CITY.
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10 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.

In the event that CONSULTANT or any employee, agent, or subcontractor of CONSULTANT providing services under this AGREEMENT is determined by a court of competent jurisdiction or the California Public Employees Retirement System (PERS) to be eligible for enrollment in PERS as an employee of CITY, CONSULTANT shall indemnify, defend, and hold harmless CITY for the payment of any employee and/or employer contributions for PERS benefits on behalf of CONSULTANT or its employees, agents, or subcontractors, as well as for the payment of any penalties and interest on such contributions, which would otherwise be the responsibility of CITY.

17. DISPUTE RESOLUTION.

Venue for all claims, controversies, or disputes arising out of, or relating to the formation of this AGREEMENT, or the breach, termination execution, enforcement, interpretation, or validity of this AGREEMENT, including the determination of the scope or applicability of this AGREEMENT provision shall be in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.

18. ATTORNEYS’ FEES.

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

19. ENTIRE AGREEMENT.

This AGREEMENT and its exhibits contain the entire understanding between CONSULTANT and CITY. All previous proposals, offers and communications relative to this AGREEMENT, #4..
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11 whether oral or written, are hereby superseded except to the extent that they have been incorporated into this AGREEMENT.

20. PARTIAL INVALIDITY.

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

21. WAIVER.

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

22. AUDIT.

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

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

23. GOVERNING LAW.

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

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. #4..
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12 CONSULTANT shall fully comply with all applicable federal, state, and local laws, ordinances, regulations and permits.

26. CITY BUSINESS LICENSE.

CONSULTANT shall have a City of Modesto business license. #4..
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13 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 First Alarm Wellness has caused this AGREEMENT to be duly executed as of the Effective Date. #4..
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14 Exhibit C:

Insurance Requirements for Professional Services
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.

2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.

3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification, it has no employees)

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Modesto requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Modesto.

Umbrella or Excess Coverage
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.

This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.

The insurance policies are to contain, or be endorsed to contain, the following provisions:
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15 Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.

General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance with coverage equal to ISO form CG 2010. If Completed Operations endorsement is required, a separate endorsement equal to ISO form CG 2037 is required.

Primary Coverage
The Additional Insured coverage under the Contractor’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Modesto does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.

Waiver of Subrogation
Contractor hereby grants to City of Modesto a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Modesto by virtue of the payment of any loss under such insurance.

Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Modesto has received a waiver of subrogation endorsement from the insurer.

Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.

Claims Made Policies (applicable to Professional Liability only) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
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16 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Verification of Coverage
Contractor shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences.

However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.

Subcontractors
Contractors shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract.

Special Risks or Circumstances
City of Modesto reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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First Alarm Wellness, A Family Counseling Corporation
Who helps the Helpers? We do!
122 Civic Center Drive#101 Vista, California 92084
[email protected]
VM: (760) 650-4128 Confidential Fax: (888)464-4455
Agreement for behavioral health services between
First Alarm Wellness (FAW) and City of Modesto
PURPOSE: Supplemental support program specific to wellness of first responders and their organizations to promote safety, wellness and quality service delivery.

P RIMARY O BJ ECTIVE: To support individuals impacted by work-related distress by providing education, resources, and effective clinical services. To assist these employees to be focused and safe on the job, which may require offering support for concerns that are outside of the workplace. We encourage use of other available resources (EAP, insurance, and community) when appropriate.

SECO NDARY O BJ ECTIVE: To provide clinical oversight of all aspects of a comprehensive behavioral health program.

TERTIARY O BJ ECTIVE: To provide department/agency wide education specific to behavioral health and wellness including but not limited to resiliency, suicide prevention, stress management, and personal relationship management.

SCO P E O F SERVICES: Organization level clinical mental health oversight management, counseling services, and education.

RECO MMENDED BEST P RACTICES:

Proactive Services:
• Professional clinical oversight of wellness program
• Confidential counseling services - individual, group, couples, family as defined by agency benefit (minimum 3 sessions)
• Post-incident crew call down by FAW clinical staff
• Peer Support clinical oversight and assignment as contracted clinical professional, training, and regular meetings.
• Agency classes/educational seminars to include:
o New hire/Academy training and Family Welcome event
o Annual wellness
o Significant supporter/spouse/family
• Probationary Resiliency Program
Supportive Services:
• Counseling services initiated by the individual
• Counseling services initiated by agency for specific concerns or after a significant event and notification to FAW when someone is sent home • Post incident debriefs: Clinician facilitated
o Provides legal protections when there is possibility for litigation EXHIBIT A #4..
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First Alarm Wellness, A Family Counseling Corporation
Who helps the Helpers? We do!
122 Civic Center Drive#101 Vista, California 92084
[email protected]
VM: (760) 650-4128 Confidential Fax: (888)464-4455

CLINICAL O VERSIGHT MANAGEMENT
Why have a Clinical Oversight Manager (COM)?
In emotionally charged events, having an informed outsider to observe the actions, reactions, engagement and non-engagement, emotional expression or blunting of affect, and witnessing any cooperation and conflict, will produce a more efficient and effective response for the individuals involved and the organization. It is important that this person is not influenced by bias or politics that exist internally in organizations. The COM should also be knowledgeable about the financial resources of the agency and any limitations that exist. When this is in place prior to an incident, the COM can advocate for best practices care with the employee and the organization; health and wellness in mind.

Services of a COM include consultation on emotional, psychological, or behavioral concerns, interpersonal issues, or other topics as requested. Other topics may include help to conceptualize a situation to offer comprehensive support, review suggestions for letters and other communications, attendance at agency events (as invited) such as meetings, educational presentations, charity events, participation in ridealongs, station visits, etc. This comprehensive approach helps to support that important component of familiarity and comfort; it is about the relationship as much as the therapeutic intervention and these casual interactions supplement a clinician’s awareness of department interactions, concerns, and unique cultural influences.

CLINICAL SUP P O RT SERVICES
Clinical support services may include:
• Individual (1:1) sessions
• Couples and/or family sessions, if supported by the employer • Conjoint meetings (other than family members, ex.: co-workers) • Collateral meetings/consultation
• Group meetings (clinical services and educational events) • Consultation services, as requested or suggested.
• Assistance in resource identification or placement
• Case management services
• Crisis support - after regular business hours, weekends, and holidays based on staff availability to contracted agencies who participate in the full Clinical Oversight program.
• Collaboration and advocacy with other medical providers, employer, labor group, educational facilities and others (with written consent of the individual)
• Other services with authorization and mutual agreement between the department and FAW
• Any additional services as defined below or by mutual agreement. #4..
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First Alarm Wellness, A Family Counseling Corporation
Who helps the Helpers? We do!
122 Civic Center Drive#101 Vista, California 92084
[email protected]
VM: (760) 650-4128 Confidential Fax: (888)464-4455
• Clinical support services are provided as scheduled by the individual and their primary treating clinician.

CRISIS SUP P O RT SERVICES
Crisis Support Services are acute services provided in person onsite, online, or in office following critical incidents: including but not limited to mass casualty incidents, line of duty death or injury, crew exposures, and other incidents as requested by authorized department representatives. Includes crafting personalized response plan for the agency, supervising implementation of approved plan, communication with and coordination of additional resources that are made available, reporting to incident command/chief officer, or authorized department representative. FAW is experienced working with an IMT, crafting messaging with PIO, command staff, and local executive board.

CREW CALL DOW N
This is both a reactionary support service as well as an important preventative measure. When an event, no matter the scale, is deemed a possibly distressing significant event FAW is notified. FAW is provided with names of the crew, phone numbers and any significant factors that could increase the stress experienced from the event or exacerbate negative thoughts and feelings surrounding past experiences for the crew and each individual. Using their professional discretion as to timing, FAW clinicians will contact those members one on one. The event will also be memorialized in the record for the agency (showing thoughtfulness and due diligence on the agency’s part) as well as privately in the individual’s confidential file.

P EER SUP P O RT TEAM CLINICAL O VERSIGHT
FAW is experienced in the creation of peer support teams and support of existing teams with consultation and continued education. FAW is available on short notice to support team members via phone, video, or in person meetings.

FAW clinical staff are identified as contracted clinical professionals for the agency peer team. This is necessary for legal confidentiality and privilege.

A recommended best practice is the reoccurring Peer Support Clinical Support meeting hosted every 6-8 weeks by a FAW clinical staff member. The meetings are designed to communicate themes and concerns, resourcing, policy considerations, team member wellness, and other important matters.

The FAW clinical coordinator may also recommend that members be deactivated if concerned about their well-being or ability to be a productive peer team member.
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First Alarm Wellness, A Family Counseling Corporation
Who helps the Helpers? We do!
122 Civic Center Drive#101 Vista, California 92084
[email protected]
VM: (760) 650-4128 Confidential Fax: (888)464-4455

AGENCY CLASS/ EDUCATIO NAL SEMINARS
FAW has a diverse library of content and will develop content personally curated for your agency. Current popular courses are Understanding Behavioral Health (BH101) with versions for the agency, academy/new hires, and family/significant supporters and The Importance of Relationship (work & home).

CO NFIDENTIALITY AND RECORDS
Information regarding any contact between a representative of FAW and any individual or group is a confidential communication between these two parties.

No other party has the right to information resulting from these contacts without written release of private health information (PHI) by the individual.

Breaches in confidentiality may only be made under the laws pertaining to mandated reporting of reasonable suspicion of harm to oneself or another.

Disclosures are permissible when an employee is mandated to attend services by the employer by using the Employer Mandated Referral Form and associated limited release of information.

All records are the property of FAW.

In the event that a client dies, the records remain confidential and are only released by court order or with written permission from the executor of the estate or the legal next of kin (legally verified).

Records will be released when legally allowed and with appropriate documentation.

Information shared for the purpose of invoice will be strictly de-identified.

FAW will share general themes and make recommendations for departmental education, if the needs arise, taking care not to identify any individual(s).

FAW is not a forensic psychology practice, and it is not within our scope of practice to appear in person, through reports or opinions, in court cases. We will make our records available, when legally able, through appropriate channels. See FAW Court Policy for additional information.

CO MP ENSATIO N
FAW does not work on retainer. We are a Fee-for-Service agency. The current year’s fee schedule provides more detailed information. The fee schedule will be adjusted annually based on market rates for similar services, insurance requirements, and other costs required to be a vendor with agencies. • Contacts that are more or less than 60 min are billed at pro-rated amount in accordance with the classification of the service provider based on the published fee-for-services schedule for the given year. • Services may be scheduled by the organization and therefore are known encounters or may be scheduled by the individual but financially supported #4..
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First Alarm Wellness, A Family Counseling Corporation
Who helps the Helpers? We do!
122 Civic Center Drive#101 Vista, California 92084
[email protected]
VM: (760) 650-4128 Confidential Fax: (888)464-4455
by the organization. In either case, confidentiality of the information shared is expected by all in attendance.

CREDENTIALS O F FAW STAFF
Clinicians affiliated with FAW are licensed in the state of California to provide psychotherapy and education; or are registered Associates: post-graduate students registered with the state, working towards licensing eligibility and under the supervision of a licensed clinician. Clinicians are well educated, experienced, and trained in utilizing evidence-based practices that are efficient and cost effective for all the concerns an individual or family may face.

Services are provided via telehealth: secure video conferencing, on the phone or in-person upon request, where available. Clients must be in a stationary, safe and confidential space during scheduled meetings.

AVAILABILITY
FAW staff set their own work hours. Scheduling agreements are made directly between the client and the primary clinician. In most cases meetings, phone calls, and other services are conducted during regular business hours.

For contracted agencies that opt in to the full Clinical Oversight program FAW staff is available as often as possible to include after hours, weekends, and holidays. However, this is not a guarantee. Instructions for seeking urgent care are provided on the office voice mail as well as individual providers lines.

Emergency situations that involve life and death should always be referred to 9-1-1 or the nearest emergency medical services.

Staff availability can be reduced during high request events, holidays, or on other occasions. As we are requested in times of crisis by non-contracted agencies, in the event of multiple requests, priority is given to our contracted agencies.

Office VM: 760-650-4128 and staff emails are checked on regular business days only. Instructions for urgent matters are available in the VM recordings on the office line as well as on direct clinician numbers.

NONDISCRIMINATIO N
In performing services under this agreement, FAW shall not discriminate in the employment of its employees or in the engagement of any sub-contractor on the basis of race, color, religion, sex, sexual orientation, marital status, national origin, ancestry, age, or any other criteria prohibited by law. #4..
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First Alarm Wellness, A Family Counseling Corporation
Who helps the Helpers? We do!
122 Civic Center Drive#101 Vista, California 92084
[email protected]
VM: (760) 650-4128 Confidential Fax: (888)464-4455

CO NCERNS REGARDING SERVICES
In the instance that an individual is unhappy with the services they are receiving from a member of the FAW team, we highly encourage discussing that dissatisfaction with the provider. If that is uncomfortable, such concerns can be directed to:
• Tina Casola, LMFT at [email protected]
• Sapna Lee, LMFT at [email protected]
• Julie Schrope, Office Manager at [email protected] If the parties involved are unable to come to a resolution that is not congruent to therapeutic growth for the individual or the provider, recommendations for additional services will be provided prior to termination of services. Fees for services previously provided are not refundable and all balances must be paid in full.
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EXHIBIT B
Igniting the Discussion of Mental Wellness for First Responders First Alarm Wellness, A Family Counseling Corporation
Who helps the Helpers? We do!
122 Civic Center Drive, #101 Vista, California 92084
[email protected]
VM: (760) 650-4128 Confidential Fax: (888)464-4455
FEE SCHEDULE and Options for payment
(Effective January 1, 2023)
Administrative Fee: Applies only to organizations requiring insurance endorsements. Each department and/or municipality will incur a fee of $500 each year on July 1st (fiscal year start), for contract processing, required insurance endorsements, and any other administrative tasks pertaining to the contract. The fee will be due immediately upon signing and every year hence on July 1st.

Fee-for-service: This can also be described as private pay, direct pay, or a cash fee.

Insurance: First Alarm Wellness does not directly bill insurance programs and is not paneled with any insurance company at this time. We can provide individuals with a specific receipt (Superbill) to provide to their insurance provider if they desire to seek reimbursement for services paid. For information about reimbursements, contact your insurance provider.

EAP (Employee Assistance Programs): First Alarm Wellness is not an EAP, nor are we paneled providers with any EAPs at this time. The relationship we have with several organizations is as a supplemental program, usually in addition to EAP and insurance benefits.

Health Savings/Flexible Savings Accounts: If you utilize a HSA or FSA and have a billing card, you can use this just as you would a debit or credit card to pay for services. For those who have these accounts but need to submit receipts for reimbursement, we are happy to provide those to you.

Workers Compensation (WC): First Alarm Wellness works in collaboration with several cities, districts, departments, and their third-party administrators to provide effective intervention and ensure proper utilization of funding those supportive services. These agreements are authorized by the agencies and paid outside the standard DWC fee schedule. *Must be authorized with TPA by agency and instructed to pay as presented, in full.

Court Services: Please be advised that the therapists, pre-licensed clinicians (aka Associates) and staff of First Alarm Wellness, A Family Therapy Corporation (FAW) do not participate in person, by phone or in writing in any court related matter that the client of FAW may be a party to or become a party to in any way. The staff of FAW do not write letters regarding their client’s treatment to any entity, including court. The staff of FAW at no time will offer an opinion or recommendation in any court matter, especially as it relates to custody.

If a court order is served and is requesting staff of FAW be present in person and or there is a request for records, the client's consent will be requested before turning over confidential information.

Applicable fees for staff time will apply.

If called to testify in a deposition or court hearing, the client may not discern between information and records provided. All information and records are available for discovery. This may not be in the best interests of the client. The treating clinician(s) reserves the right to discuss the implications of releasing information and records.
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Igniting the Discussion of Mental Wellness for First Responders First Alarm Wellness, A Family Counseling Corporation
Who helps the Helpers? We do!
122 Civic Center Drive, #101 Vista, California 92084
[email protected]
VM: (760) 650-4128 Confidential Fax: (888)464-4455
Subpoenas received requesting client files, issued through approved agencies and with proper documentation will be processed as soon as possible. A subpoena in which the client provided the staff as a potential witness shall be billed in full for all court related activity.

The client will be told what has been requested by the court and asked if they would like to file an objection. There is no guarantee that the information will be kept confidential as the law allows under certain conditions. Records include and are not limited to mental health history, current status, communications (emails and texts), consent documents and questionnaires, and/or everything contained in the client file. We are unable to redact or send only certain records nor do we keep records in a manner to support an agenda or omit information. The clinician client relationship does not render the clinician as an advocate.

Court Policy Fee’s: Please be advised that should a clinician from FAW be court ordered to appear in court or at a deposition, the fee stipulation is as follows:
• $5,000 per day plus $400 per hour for travel to and from the court. • Any expenses incurred for transportation, lodging, and food. • $400 per hour for preparation, as determined by the provider. • Additional attorney’s fees, driving/transportation, and lodging costs or other ancillary services will be added and billed at cost.
• Should the requested clinician be pre-licensed their supervisor will also be required to attend and will be paid fees in accordance with their attendance.

Please be advised that should a FAW staff member be ordered by court to write a letter to the court, the time shall be billed at $400 per hour.

All staff of FAW will NOT be ON-CALL at any time. Should a case be trailed, or continued, the staff will be paid in full for each day as well as an additional $1,000 per day as it hinders the staffs ability to be available to their other clients and commitments.

All court fees must be received by cashier’s check 7 days prior to the court date.

Should the court calendar the hearing for another date a new subpoena with the new court hearing date must be re-issued.

Should the FAW staff member be on vacation, the party initiating the court order must take reasonable steps to avoid imposing undue burden or expense on a person subject to the subpoena and may be subject to reimburse costs incurred by the staff member as a result of the court order.

Fees for Out of Scope, Additional, Specialty Clinician or Ad Hoc Work: Fee for Services for work that is outside our current capabilities, FAW will attempt to identify an appropriate provider/service, validate their experience, license and insurance and engage them as a subcontractor. The rate for service may be above those stated in the hourly billable rate schedule. If so, FAW will request authorization, in writing, from the agency/individual prior to services being rendered by the Specialty Clinician.

Return to work evaluations: FAW does not currently offer return to work evaluations that require psychological testing. In those cases where a formal evaluation is required by the employer, the #4..
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Igniting the Discussion of Mental Wellness for First Responders First Alarm Wellness, A Family Counseling Corporation
Who helps the Helpers? We do!
122 Civic Center Drive, #101 Vista, California 92084
[email protected]
VM: (760) 650-4128 Confidential Fax: (888)464-4455
employer typically recommends a suitable provider to perform the evaluation. At the request of the client, with a signed release of information, FAW staff will communicate with those providers. Should FAW be asked to perform the evaluation and contract for testing services, additional fee’s may be required.

Telehealth: Includes phone, video conference (preferred), chat or other similar remote methods.

Standard hourly rates (Local) will apply.

On-Site Hourly Rates, per Clinician/Consultant: Minimum four (4) hours to be billed regardless of time on-site. Additional time will be prorated and billed at the onsite hourly rate- applicable to the location. There are no additional charges for the clinicians travel time. Reimbursable travel expenses as described in this document apply.
• Local: travel time (at the time of service) is less than 30 min each way. • Out of area (at the time of service) is more than 30 min each way.

Travel Arrangements and Reimbursement: When FAW staff visit onsite at the request of an agency, costs for travel and accommodation will be billed at-cost to the agency, with no markup. In lieu of rental vehicles or other transportation, use of personal vehicles for onsite travel will be billed at the federal reimbursement rate for travel as published for that year.

Cancelation or postponements: In the case that an agreed-upon and confirmed on-site visit/training/event is canceled by the agency or postponed or reduced from the originally scheduled and confirmed plan for instructors or training days, the agency will be billed for all non-refundable travel related expenses incurred in preparation for this assignment.

In the case that the agency cancels/postpones a confirmed training less than 7 business days of the scheduled start date, 25% of the original training fee (to include all onsite hours for all instructors scheduled for the hours confirmed) in addition to any non-refundable travel fees, will be assessed.

Administrative Support: Julie Schrope, [email protected], 760-650-4128 All other needs: Tina Casola, [email protected], 760-275-1469 #4..
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Igniting the Discussion of Mental Wellness for First Responders First Alarm Wellness, A Family Counseling Corporation
Who helps the Helpers? We do!
122 Civic Center Drive, #101 Vista, California 92084
[email protected]
VM: (760) 650-4128 Confidential Fax: (888)464-4455
Pricing Schedule
*Standard Hourly Rate: at clinician office or by telehealth; and in area “Local” site visits.
**On Site out of “Local” area Hourly Rate: 4-hour min (Out of Area is >30 min drive time one way); 5 hours and above
prorated at hourly rate.
*Standard
Hourly Rate:
**On Site out of “Local”
area Hourly Rate:

Year 1 – December 31, 2024 – December 30, 2025
All FAW Clinicians in a clinical role $225 $250
Administrative Support (non- clinician) $85 N/A
Human Resources or Workers’ Compensation
Consultant (non-clinical)
$85 N/A
Covid Case Management Services (non-clinical) $150 $175 Year 2 – December 31, 2025 – December 30, 2026
All FAW Clinicians in a clinical role $236.50 $262.06
Administrative Support (non- clinician) $89.25 N/A
Human Resources or Workers’ Compensation
Consultant (non-clinical)
$89.25 N/A
Covid Case Management Services (non-clinical) $157.50 $183.75 Year 3 – December 31, 2026 – December 30, 2027
All FAW Clinicians in a clinical role $248.06 $275.63
Administrative Support (non- clinician) $93.71 N/A
Human Resources or Workers’ Compensation
Consultant (non-clinical)
$93.71 N/A
Covid Case Management Services (non-clinical) $165.38 $192.94 Year 4 – December 31, 2027 – December 30, 2028
All FAW Clinicians in a clinical role $260.47 $289.41
Administrative Support (non- clinician) $98.40 N/A
Human Resources or Workers’ Compensation
Consultant (non-clinical)
$98.40 N/A
Covid Case Management Services (non-clinical) $173.64 $202.58 Year 5 – December 31, 2028 – December 30, 2029
All FAW Clinicians in a clinical role $273.49 $303.88
Administrative Support (non- clinician) $103.32 N/A
Human Resources or Workers’ Compensation
Consultant (non-clinical)
$103.32 N/A
Covid Case Management Services (non-clinical) $182.33 $212.71 #4..
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 21, 2024
Date: October 1, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Kevin Wise, Fire Chief
SUBJECT: Second Amendment to Agreement with West Coast Door and Gate CONTACT: Kevin Wise, Fire Chief, [email protected], 209-572-9590 DESCRIPTION:

Consider the Second Amendment with West Coast Door and Gate, Ceres, CA, for On-call Commercial Roll-up Door Maintenance and Repair Services increasing the Agreement amount by $50,000 and extending the term of the Agreement from December 2, 2024, to December 2, 2025, and forwarding to Council for approval. (Funding Source: General Fund) STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

On December 3, 2019, by Resolution 2019-535, Council approved a two-year agreement with three one-year extension options with West Coast Door and Gate, for an annual estimated cost of $34,000 and a total amount not to exceed $170,000 over five years. At the time, this was to maintain and service the approximately 60 commercial roll-up doors at 15 fire stations located throughout the City of Modesto and the City of Oakdale / Oakdale Fire Protection District.

On October 24, 2023, under Resolution 2023-467, Council approved the first amendment to increase the agreement by $66,000 to revise the total amount not to exceed $236,000.

Since the original contract, the City has also entered into a contract for service agreement with the Salida Fire Protection District, which added six additional doors. In addition, due to the recent increase in call volume, there has been an increase in the wear and tear of the doors. Currently, the average age of the roll-up doors is 48 years. The department has nearly depleted its current funds for the remainder of the current agreement year, which expires on December 2, 2024. As #5..
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Finance Committee, October 21, 2024
Second Amendment to Agreement with West Coast Door and Gate

Page 2 of 3 ends

a result, a 12-month extension and amendment of $50,000 is recommended to revise the total agreement amount from $236,000 to $286,000 to allow time to complete a formal bid process.

DISCUSSION:

In addition to MFD’s roll-up doors, there are approximately 100 roll-up doors throughout the City that require on-call maintenance and services. The roll-up doors are used daily and must be in working condition to ensure that Fire apparatus, Modesto Police vehicles, Fleet vehicles, and other City vehicles can exit timely and safely. Due to the current doors averaging 48 years of age, the department faces an increase in repairs. At times, the age of the doors also requires custom parts specified to the door, as original parts are no longer available.

City staff is currently working on a Facility Condition Assessment Program, which will allow the City to plan for the deferred maintenance priorities needed to address maintenance services and avoid unexpected maintenance services. This will benefit the department and prevent it from opening emergency purchase orders with unexpected costs.

Modesto Municipal Code Section 8-3.03 generally requires all purchases which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204 (e) “Where the Purchasing Manager, in his or her discretion, determines that the term of an existing agreement should be extended for a period of no greater than one (1) year to allow the City to complete a formal bidding process for a long-term agreement or to avoid disruption to City projects or services.” The City’s need and scope of services has increased over the last five (5) years, creating a delay in the formal bidding process that our Building Services department will take over to ensure that all City facilities are managed and maintained through the Facility Condition Assessment Program. Therefore, to meet these goals, we will need to increase the current agreement of $236,000 by $50,000 to revise the total amount not to exceed $286,000 and extend the agreement through December 2, 2025, to allow time to complete a formal bidding process.

FISCAL IMPACT:

Historical annual spending for maintenance and repair services on West Coast Door and Gate Agreement #171148:

Fiscal Year Annual Amount
2019-20 $27,857
2020-21 $34,390
2021-22 $30,307
2022-23 $72,282
2023-24 $47,106
At this point, there is only $24,060 remaining in the $236,000 agreement. With historical spending and recent increased costs and services, staff recommends adding $50,000 to the agreement, for a revised amount not to exceed $286,000.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending the Second Amendment with West Coast Door and Gate, Ceres, CA for the On-call Commercial Roll-up Door Maintenance and Repair Services increasing the Agreement #5..
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Finance Committee, October 21, 2024
Second Amendment to Agreement with West Coast Door and Gate

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amount by $50,000 to a new total amount of $286,000 and extending the term of the Agreement from December 2, 2024, to December 2, 2025, and forwarding to Council for approval.

Approved by:

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

1. Second Amendment

2. First Amendment

3. Original Fully Executed Agreement (with all Exhibits)

4. Bid Waiver
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SECOND AMENDMENT TO AGREEMENT

WITH WEST COAST DOOR AND GATE FOR ON-CALL COMMERCIAL ROLL-UP

DOOR MAINTENANCE AND REPAIR SERVICE
This Second Amendment to the Agreement for ON-CALL COMMERCIAL ROLL-UP DOOR MAINTENANCE AND REPAIR SERVICE (“Second Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “City”) and West Coast Door and Gate, a California sole proprietor (hereinafter “Contractor”) as of the _______ day of ____________, 2024.

RECITALS
This Second Amendment to the Agreement for On-Call Commercial Roll-Up Door Maintenance And Repair Service is made with regard to the following recitals:

WHEREAS, CITY and CONTRACTOR previously entered into an agreement for On-Call Commercial Roll-Up Door Maintenance And Repair Service on the 3rd day of December 2019 (the “Agreement”), and
WHEREAS, CITY and CONTRACTOR approved the First Amendment to the Agreement on the 24th day of October 2023 increasing the total amount not to exceed $236,000 and execute the Year 5 extension option extending the term of the Agreement through December 2 nd, 2024, and
WHEREAS, CITY and CONTRACTOR desire to further amend the Agreement to increase the compensation paid for services by $50,000 for a revised total amount not to exceed $286,000, and
WHEREAS, CITY and CONTRACTOR desire to extend the term of the Agreement for an additional twelve (12) months through December 2nd, 2025. #5..
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NOW, THEREFORE, in consideration of this Second Amendment, and the mutual promises, covenants, and stipulations contained in the Agreement, as amended, and this Second Amendment, the parties agree as follows:

1. Section 1 “SCOPE OF WORK”, paragraph (f), of the Agreement shall be deleted and replaced in its entirety with the following: CONTRACTOR shall furnish the service defined for the following contracted rates, for a total amount not to exceed $286,000.

2. Section 3, “TERM OF AGREEMENT”, paragraph 1, of the Agreement shall amended to include the following:

Year 6: December 3, 2024, through December 2, 2025

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

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Second Amendment to the Agreement for On-Call Commercial #5..
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Roll-Up Door Maintenance and Repair Service by its City Manager and attestation by its City Clerk under the authority of Resolution No. 2024-_____ on the ________ day of ___________, 2024, and West Coast Door and Gate has caused this Second Amendment to be duly executed as of the Effective Date.
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FIRST AMENDMENT TO AGREEMENT

WITH WEST COAST DOOR AND GATE FOR ON-CALL COMMERCIAL ROLL-UP

DOOR MAINTENANCE AND REPAIR SERVICE
This First Amendment to the Agreement for On-Call Commercial Roll-Up Door Maintenance and Repair Services (“Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “CITY”) and West Coast Door and Gate, a California sole proprietor (hereinafter “CONTRACTOR”) entered into by the parties on the ___________ day of __________________, 2023.

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

WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for On-Call Commercial Roll-Up Door Maintenance and Repair Services on the 3 rd day of December
2019 (the “Original Agreement”), and
WHEREAS, CITY and CONTRACTOR desire to amend the Original Agreement to increase the compensation paid for services by $66,000 for a revised total amount not to exceed $236,000, and
WHEREAS, CITY and CONTRACTOR desire to execute the Year 5 extension option and extending the Original Agreement through December 2, 2024.

NOW, THEREFORE, in consideration of this Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement and this Amendment, the Parties agree as follows:

1. The first sentence of SCOPE OF WORK, Section 1, paragraph 5, of the Original Agreement shall be amended in its entirety to read as follows: “CONTRACTOR shall DocuSign Envelope ID: 8E4E31A6-255F-414B-B245-FCC3A12ACFE5 24th October
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furnish the service defined for the following contracted rates, for a total amount not to exceed $236,000.”

2. The Parties hereby mutually agree to extend the Term of the Agreement through Year 5, as specified in Section 3 of the Original Agreement.

3. Except as modified and amended by this 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 Amendment to Agreement for On-Call Commercial Roll-Up Door Maintenance and Repair Services by its City Manager and attestation by its City Clerk under authority of Resolution No. __________, adopted by the City Council of the City of Modesto on the ________ day of ___________, 2023, and West Coast Door and Gate has caused this Agreement to be duly executed as of the Effective Date.

DocuSign Envelope ID: 8E4E31A6-255F-414B-B245-FCC3A12ACFE5 24th October
2023-467
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________

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

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

BY: ____________________________
CHRISTINA ALGER, Director of
Human Resources
Federal ID # ___________
DocuSign Envelope ID: 8E4E31A6-255F-414B-B245-FCC3A12ACFE5

WEST COAST DOOR AND GATE
GM
26-0219209
Madeline Patterson
James Patterson Owner
11/6/2023
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 21, 2024
Date: September 30, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rose Escutia-Braaton, Vice-Chair
David Wright, Committee Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Christina Alger, Director of Human Resources
SUBJECT: Fourth Amendment to Professional Services for Pre-employment Background checks
CONTACT: Dawn Kelley, Human Resources Manager
[email protected], 209-577-5490
DESCRIPTION:

Consider a Fourth Amendment to the Agreement with Employee Relations, Glendale, CA to conduct Pre-Employment Background Checks for a revised Agreement total amount not to exceed $100,000 and forwarding to Council for approval. (Funding Source: Various Funds) STRATEGIC PLAN ELEMENT:

This item supports the 2020-2025 Strategic Plan’s Service and Delivery Goals & Strategies - Building a High-Performing Organization by Attracting and Retaining High Performance Employees.

BACKGROUND:

Local governments across the state, including City of Modesto, utilize professional third-party background check companies to perform their pre-employment background checks. It is one way the City can build a high-performance organization that attracts and retains high performance employees. By completing pre-employment background checks, the City is able to confirm candidates are qualified and their education and experience are verified. The Human Resources Department has utilized Employee Relations, Inc. since January 31, 2020. They can professionally and legally conduct time consuming and difficult background checks. Using a thirdparty provider assists the City in maintaining a compliant background screening program and mitigates potential legal risks.

DISCUSSION:

The Human Resources Department executed the first amendment, under City Manager authority, with Employee Relations on March 4, 2022, to increase funds from $24,000 to $45,000. The second amendment, under City Manager authority was executed on May 30, 2023, to increase #6..
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Finance Committee, October 21, 2024
Fourth Amendment to Professional Services for Pre-employment Background checks

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funds from $45,000 to $49,900. The third amendment, under City Council authority executed on September 12, 2023, Resolution 2023-406, increased funds from $49,900 to $64,900 and was based on recent yearly averages which should have been sufficient to complete the need; however, with the recent influx of new hires, and dramatic increases in costs of some backgrounds conducted, it was not. This fourth amendment is requesting an increase of $35,100 in funds not to exceed $100,000 and is necessary to cover the remaining term. The Human Resources Department has completed the Request for Proposal (RFP) process and plans to award and issue a new contract, pending Council approval, prior to January 2025. This increase in funding will provide sufficient funds to continue conducting pre-employment background checks during the period of contract review, approval, award, and execution.

Using a dedicated professional services third-party background company has proven successful for the City and it is critical the City continues to retain Employee Relations, Inc. to conduct preemployment background checks for current needs. Staff recommends a fourth amendment for the Professional Services Agreements with Employee Relations, Inc., Glendale, CA in the amount of $35,100.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” Under this exception, City staff did obtain informal bids to obtain the lowest cost. In addition, Modesto Municipal Code Section 8-3.204(c) provides that compliance with the formal bid procedures contained in Section 8-3.203 is not required when calling for bids on a competitive basis is undesirable due to exigent circumstances. Failure to increase funds will result in no new hires being processed until the new contract is awarded.

FISCAL IMPACT:

The total cost for this agreement will not exceed $100,000 for all services for the remaining term of the agreement. Funding will be absorbed through vacancy savings from the given position within the applicable departments’ existing budget. Funds affected will be determined by the hiring needs over the term.

The table below outlines the history of amendments since the original agreement was awarded in 2020.

Employee Relations
Original Agreement
First Amendment
3/2022
Second Amendment
6/2023
Third Amendment
9/2023
Proposed Fourth
Amendment
$24,000 $21,000 $4,900 $15,000 $35,100
$45,000 $49,900 $64,900 $100,000
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Fourth Amendment to the Agreement with Employee Relations, Glendale, CA for conducting Pre-Employment Background Checks to increase the not to exceed amount by $35,100 from $64,900 to a new total amount of $100,000 and forwarding to Council for approval.
#6..
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Finance Committee, October 21, 2024
Fourth Amendment to Professional Services for Pre-employment Background checks

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

1. Fourth Amendment for Employee Relations Agreement

2. Exhibit A and B

3. Employee Relations Professional Services Agreement-Fully Executed

4. First Amendment for Employee Relations Agreement-Fully Executed

5. Second First Amendment for Employee Relations Agreement-Fully Executed

6. Third Amendment for Employee Relations Agreement-Fully Executed #6..
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1 FOURTH AMENDMENT TO AGREEMENT

FOR PRE-EMPLOYMENT BACKGROUND CHECKS WITH EMPLOYEE
RELATION, INC.

This Fourth Amendment is made to the Agreement entered between the CITY OF MODESTO, a municipal corporation of the State of California hereinafter referred to as “CITY” and EMPLOYEE RELATIONS, INC., a California corporation hereinafter referred to as “CONSULTANT” entered into by the parties on ______ day of ______, 2024, (the “Agreement”), hereinafter referred to as “Original Agreement.”

RECITALS
This Fourth Amendment to Agreement for Pre-Employment Background Checks is made with regard to the following recitals:

WHEREAS, CITY and CONSULTANT entered into an agreement on the 31st day of January 2020, for Pre-Employment Background Checks, (“the Original Agreement”), and WHEREAS, CITY and CONSULTANT entered into a First Amendment to the Original Agreement on the 4th day of March 2022, to increase the previously approved amount from $24,000 to $45,000, and
WHEREAS, CITY and CONSULTANT entered into a Second Amendment to the Original Agreement on the 30th day of May 2023, to increase the previously approved amount from $45,000 to $49,900, and
WHEREAS, CITY and CONSULTANT entered into a Third Amendment to the Original Agreement on the 12th day of September 2023, to increase the previously approved amount from $49,900 to $64,900 and extend the Agreement through January 31, 2024. #6..
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2 NOW, THEREFORE, in consideration of this Fourth Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement for Pre-Employment Background Checks and this Fourth Amendment, the parties agree as follows:

1. Section 3, “COMPENSATION”, of the Original Agreement is deleted and replaced in its entirety as follows:
“Consultant agrees to accept a sum not to exceed ONE HUNDRED THOUSAND DOLLARS ($100,000) as full remuneration for performing all services called for in Exhibit “A” by Consultant of all its services under this Agreement.

The Compensation shall be paid pursuant to Exhibit “B” fee schedule, not to exceed ONE HUNDRED THOUSAND DOLLARS ($100,000).”

2. Except as modified and amended by this Fourth Amendment, all other provisions of the Original Agreement, shall remain unchanged and in full force and effect. #6..
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3 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Fourth Amendment to the Original Agreement for Consultant Services by its City Manager and attestation by its City Clerk under the authority of Resolution No. 2024-_____ on the __________ day of ________________, 2024, and CONSULTANT has caused this Fourth Amendment to be duly executed as of the Effective Date. #6..
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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement:

Vendor Name: Division:

Contact Person: Extension:

Attorney Reviewer Name:

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

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

PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
DocuSign Envelope ID: C52FEA94-73E1-44D0-B337-478D4321D517 Alex Mog
75408
HR
Professional Services for Pre-employment Background Checks X
Enter Council Date
Krisha Lay
X
Employee Relations, Inc.

X
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1 FIRST AMENDMENT TO AGREEMENT
FOR EMPLOYEE RELATION, INC.

This First Amendment (“Amendment”) is made to the Agreement entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “City”) and Employee Relations, Inc., a California corporation (hereinafter “Contractor”) entered into by the parties on this 2nd day of May, 2022, (the “Agreement”), hereinafter referred to as “Original Agreement.”

RECITALS
This First Amendment to Agreement for Consultant Services is made with regard to the following recitals:

1. City and Contractor entered into an Agreement on the 31st day of January, 2020, to utilize Employee Relations, Inc. as the provider of choice for preemployment background checks.

2. City and Contractor desire to amend the Agreement for the remaining term of the contract, through January 31, 2024.

3. City and Contractor desire to amend the provisions of the Agreement to increase the estimated annual amount paid for services furnished by the Contractor, as defined in the Agreement.

4. All other provisions of the Agreement shall remain in effect.

NOW, THEREFORE, in consideration of this First Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement for Consultant Services and this Amendment to Agreement, the parties agree as follows:

1. Pursuant to Section 3, “COMPENSATION,” is hereby amended to read as follows:

DocuSign Envelope ID: C52FEA94-73E1-44D0-B337-478D4321D517 #6..
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2 Consultant agrees to accept a sum not to exceed FORTY FIVE THOUSAND DOLLARS ($45,000.00) as full remuneration for performing all services called for in Exhibit “A” by Consultant of all its services under this Agreement.

The Compensation shall be paid pursuant to Exhibit “B” fee schedule, not to exceed FORTY FIVE THOUSAND DOLLARS ($45,000.00).

2. The parties to this contract further understand and agree that except as modified by this First Amendment to the Agreement, all other provisions of the Agreement between the parties dated January 31, 2020, shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Amendment to Agreement for Consultant Services in duplicate by its City Manager and attestation by its City Clerk on the 2nd day of May, 2022, and CONTRACTOR has caused this Agreement to be duly executed in duplicate as of the Effective Date.

DocuSign Envelope ID: C52FEA94-73E1-44D0-B337-478D4321D517 #6..
- 360 -

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

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

BY: ____________________________
JOE F. RODRIGUEZ, Risk Manager
Federal ID # ___________
DocuSign Envelope ID: C52FEA94-73E1-44D0-B337-478D4321D517 Employee Relations,
INC.

Stuart Barlow CEO
95-4545991
Sylvia
Danyluk
Secretary
6/2/2022
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DocuSign Envelope ID: C52FEA94-73E1-44D0-B337-478D4321D517 #6..
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THIS LICENSE SHALL NOT ENTITLE LICENSEE TO OPERATE THIS BUSINESS

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

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

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

DIRECTOR OF FINANCE
DeAnna Christensen

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

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

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

INFORMATIONAL

NON-TRANSFERABLE - VOID IF ALTERED
Account Number 1300933 Expiration Date 12/31/2022

SYLVIA DANYLUK
EMPLOYEE RELATIONS, INC.
450 N BRAND BLVD # 600
GLENDALE, CA 91203-2345
Business Type
Business Location
Owner(s)
* NOT AN ENDORSEMENT BY THE CITY
MISC. SERVICES
EMPLOYEE RELATIONS, INC.
* VOID IF TAX PAYMENTS NOT KEPT CURRENT
Starting January 1, 2021, Assembly Bill 1607 requires the prevention of gender-based discrimination of business establishments. A full notice is available in English or other languages by going to: https://www.dca.ca.gov/publications/ DocuSign Envelope ID: C52FEA94-73E1-44D0-B337-478D4321D517 #6..
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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement:

Vendor Name: Division:

Contact Person: Extension:

Attorney Reviewer Name:

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

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

PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)

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1 THIRD AMENDMENT TO AGREEMENT

FOR PRE-EMPLOYMENT BACKGROUND CHECKS WITH
EMPLOYEE RELATION, INC.

This Third Amendment to the Agreement for Pre-Employment Background Checks (the “Third Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California hereinafter referred to as “City” and Employee Relations, Inc., a California corporation hereinafter referred to as “Consultant” entered into by the parties on this _____ day of ______________, 2023.

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

WHEREAS, City and Consultant entered into an Agreement for Pre-Employment Background Checks dated January 31, 2020 (the “Original Agreement”), and WHEREAS, City and Consultant entered into a first amendment to the Original Agreement dated March 4, 2022, in order to increase the previously approved amount from $24,000 to $45,000; and
WHEREAS, City and Consultant entered into a second amendment to the Original Agreement dated May 30, 2023, in order to increase the previously approved amount from $45,000 to $49,900; and
WHEREAS, City and Consultant desire to amend the Original Agreement for the remaining term of the contract, through January 31, 2024, and WHEREAS, City and Consultant desire to amend the Original Agreement by increasing the previously approved not to exceed amount from $49,900 to $64,900.

#6..
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2 NOW, THEREFORE, in consideration of this Third Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement and this Third Amendment, the parties agree as follows:

1. Section 3, “COMPENSATION,” of the Original Agreement is deleted and replaced in its entirety as follows:
“Consultant agrees to accept a sum not to exceed SIXTY-FOUR THOUSAND NINE HUNDRED DOLLARS ($64,900.00) as full remuneration for performing all services called for in Exhibit “A” by Consultant of all its services under this Agreement.

The Compensation shall be paid pursuant to Exhibit “B” fee schedule, not to exceed SIXTY-FOUR THOUSAND NINE HUNDRED DOLLARS ($64,900.00).”

2. The parties to this contract further understand and agree that except as modified by this Third 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 Third Amendment by its City Manager and attestation by its City Clerk on _____________, by Resolution No. ________, and Employee Relations Inc. has caused this Third Amendment to be duly executed in duplicate as of the Effective Date.

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

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

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

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City Clerk
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

August 21, 2023

Date: July 31, 2023
TO: Finance Committee
David Wright, Chair
Rosa Escutia-Braaton, Vice Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Christina Alger, Director of Human Resources
SUBJECT: Third Amendment to Professional Services for Pre-employment Background Checks
CONTACT: Christina Alger, Director of Human Resources
[email protected], 209-571-5126

DESCRIPTION:

Consider a Third Amendment to the Agreement with Employee Relations, Glendale, CA to conduct Pre-Employment Background Checks for a revised Agreement total amount not to exceed $64,900 and forwarding to Council for approval. (Funding Source: Various Funds) STRATEGIC PLAN ELEMENT:

This item supports the 2020-2025 Strategic Plan’s Service and Delivery Goals & Strategies - Building a High-Performing Organization by Attracting and Retaining High Performance Employees.

BACKGROUND:

Local governments across the state including the City of Modesto, utilize professional services, typically a third-party background check company to perform their pre-employment background checks. It is definitely one of the ways the City continues to ensure to build a high performance organization that attracts and retains high performance employees. By completing these preemployment background checks the City is able to confirm that candidates are qualified and that their education and experience are verified. While the City’s Human Resources Department is able to keep up with most hiring needs, it is necessary to continue to retain the services of professionals to complete the background checks. The Human Resources Department has utilized Employee Relations, Inc. since contracting with them on January 31, 2020. They have the skills and ability needed to conduct and execute, time consuming and difficult background checks. Using professional services for pre-employment background checks as an industry standard enables the City to stay competitive in today’s labor market.

#6..
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Finance Committee, August 21, 2023
Third Amendment to Professional Services for Pre-employment Background Checks

Page 2 of 3 ends

DISCUSSION:

The Human Resources Department executed the first amendment with Employee Relations which was executed on March 4,2022, to increase funds from $24,000 to $45,000. The second amendment was executed on May 30, 2023, to increase funds from $45,000 to $49,900. The second amendment was inaccurately labeled as the first amendment and should have been labeled as the second amendment. Based on recent yearly averages paid out that should have been sufficient funds to last through the remainder of the contract; however, with the recent escalation of new hires, an additional increase of $15,000 in funds not to exceed $64,900 is necessary to cover the remaining term of the contract. The Human Resources Department plans to start the RFP process prior to the contract period with Employee Relations, Inc., which expires January 31, 2024. The increase will provide enough funds to cover the time period for the Request for Proposals (RFP) process to be executed.

Using a dedicated professional services company has proven successful for the City. Therefore, it is critical the City continues to retain Employee Relations, Inc. to conduct pre-employment background checks for current needs. Staff recommends a third amendment for the Professional Services Agreements with Employee Relations, Inc., Glendale, CA in the amount of $64,900.

Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $50,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(d) “Where the Purchasing Manager, in his or her discretion, determines that a process other than the formal bid procedure set for in Section 8-3.203 will result in procurement for the City at the lowest possible cost commensurate with the desired quality.” Under this exception, City staff did obtain informal bids to obtain the lowest cost. In addition, Modesto Municipal Code Section 8-3.204(c) provides that compliance with the formal bid procedures contained in Section 8-3.203 is not required when calling for bids on a competitive basis is undesirable due to exigent circumstances.

FISCAL IMPACT:

The total cost for this agreement will not exceed $64,900 for all services for the full remaining term of the agreement. Funding for any hiring services will be absorbed within vacancy savings from the given position within the applicable departments’ existing budget. Funds affected will be determined by the hiring needs over the term.

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending a Third Amendment to the Agreement with Employee Relations, Glendale, CA for conducting Pre-Employment Background Checks to increase the not to exceed amount by $15,000 from $49,900 to a new total amount of $64,900 and forwarding to Council for approval.

Christina Alger, Director of Human Resources

#6..
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Finance Committee, August 21, 2023
Third Amendment to Professional Services for Pre-employment Background Checks

Page 3 of 3 ends

Joseph P. Lopez, City Manager
Attachments:

1. Employee Relations Agreement

2. First Amendment for Employee Relations Agreement

3. Second First Amendment for Employee Relations Agreement

4. Third Amendment for Employee Relations Agreement

5. Exhibit A and B

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09/12/2023/HR/Calger/Item 14 1 2023-406

MODESTO CITY COUNCIL
RESOLUTION NO. 2023-406

RESOLUTION APPROVING A THIRD AMENDMENT TO THE AGREEMENT WITH EMPLOYEE RELATIONS, GLENDALE, CA FOR CONDUCTING PREEMPLOYMENT BACKGROUND CHECKS TO INCREASE AMOUNT BY $15,000 FROM $49,900 TO A NEW TOTAL AMOUNT NOT TO EXCEED $64,900

AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE, TO

EXECUTE THE AGREEMENT
WHEREAS, the Human Resources Department has utilized Employee Relations, Inc. since contracting with them on January 31, 2020; and WHEREAS, a first amendment with Employee Relations was executed on March 4, 2022, to increase funds from $24,000 to $45,000; and WHEREAS, a second amendment was executed on May 30, 2023 to increase funds from $45,000 to $49,900; and
WHEREAS, hiring has increased substantially, requiring a higher fund amount while a new informal bid process is conducted; and
WHEREAS, Staff recommends a third amendment for the Professional Services Agreements with Employee Relations, Inc., Glendale, CA in the amount of $64,900; and NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves a Third Amendment to the Agreement with Employee Relations, Glendale, CA for conducting Pre-Employment Background Checks to increase the not to exceed amount by $15,000 from $49,900 to a new total amount of $64,900.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to execute the agreement, in a form approved by the City Attorney.

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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 21, 2024
Date: September 16, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: On-Call Hydraulic Wastewater System Modeling Support Services Agreement Carollo Engineers, Inc.

CONTACT: Tim Barahona, Assistant Engineer, [email protected], 209-577-5485 DESCRIPTION:

Consider an On-Call Hydraulic Wastewater System Modeling Support Services Agreement with Carollo Engineers, Inc., of Sacramento, CA for a total amount not to exceed $300,000 over three years and forwarding to Council for approval.
(Funding Source: Various Capital Improvement Program Projects) 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:

On September 2, 2014, by Resolution No. 2014-334, Council approved an Agreement with Carollo Engineers, Inc. (Carollo), to update the City’s Wastewater Master Plan.

On July 11, 2017, by Resolution No. 2017-281, Council approved an On-Call Agreement for Hydraulic Wastewater System Modeling Support Services with Carollo, for one year with two oneyear extension options.

On September 28, 2021, by Resolution No. 2021-380, Council approved an On-Call Agreement for Hydraulic Wastewater System Modeling Support Services with Carollo, for one year with two one-year extension options.
#7..
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Finance Committee, October 21, 2024
On-Call Hydraulic Wastewater System Modeling Support Services Agreement Carollo Engineers, Inc.

Page 2 of 3 ends

DISCUSSION:

The City’s Wastewater System Model is a digital replica of the City’s actual wastewater system infrastructure that Utilities Engineering and Operations staff utilize through the professional services provided by Carollo to run scenarios to determine how the system would respond in various situations, including but not limited to drought conditions, new residential and commercial development and the demands associated with key components going offline. Analysis provided by Carollo aids the Utilities Engineering and Operations staff in making decisions that impact current and long-term operations.

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, Modesto Municipal Code Section 8-3.204(d) provides that a purchase may be exempt from the City’s formal bidding requirement where the Purchasing Manager determines that a process other than the formal bid procedure will result in a procurement at the lowest possible cost commensurate with the desired quality.

Here, Carollo is uniquely qualified in that they own the necessary hardware, software, and host the current version of the City’s Wastewater System Model.

The City has been working with Carollo in this capacity for over 15 years, and they have established a strong business relationship with both the Utilities Engineering and Operations staff, consistently demonstrating a high-level working knowledge of the City’s infrastructure.

Therefore, staff recommends that an On-Call Hydraulic Wastewater System Modeling Support Services Agreement with Carollo should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(d) since maintaining Carollo as the City’s Hydraulic Wastewater System Modeling Support consultant would ensure the consistency of the analysis provided along with a historical understanding of past modeling scenarios/efforts and avoid the costs that would be associated with establishing the model with a new consultant.

FISCAL IMPACT:

Costs for On-Call Hydraulic Wastewater System Modeling Support Services are not expected to exceed $100,000 per year. The total cost for the proposed three-year Agreement (initial one-year term, with two one-year extension options) is not to exceed $300,000.

No new budget allocations are required at this time, as Task Orders associated with this On-Call Agreement will be project specific and encumbered against existing approved Capital Improvement Program budgets.

CEQA/NEPA REQUIREMENTS:

The approval of this Agreement does not constitute a Project for the purposes of the California Environmental Quality Act.
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Finance Committee, October 21, 2024
On-Call Hydraulic Wastewater System Modeling Support Services Agreement Carollo Engineers, Inc.

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RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an On-Call Hydraulic Wastewater System Modeling Support Services Agreement with Carollo Engineers, Inc., of Sacramento, CA for a one-year Agreement with two one-year extension options, for an annual estimated amount of $100,000, and a total amount not to exceed $300,000 over three years; and forwarding to Council for approval.

Approved by:

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

1. On-Call Hydraulic Wastewater System Modeling Support Services Agreement & Exhibits

2. Bid Waiver Approval Form
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ON-CALL HYDRAULIC WASTEWATER SYSTEM MODELING

SUPPORT SERVICES AGREEMENT
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 CAROLLO ENGINEERS, INC., a Delaware corporation, hereinafter referred to as "Consultant".

This Agreement is made with regard to the following recitals:

A. City has determined that there is a need for On-Call Hydraulic Wastewater System Modeling Support Services.

B. Consultant represents that it is qualified, willing and able to provide the requested On-Call Hydraulic Wastewater System Modeling Support Services.

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

1. SCOPE OF SERVICES.

Services to be provided by Consultant under this agreement shall generally fall under, but are not limited to, one or more of the categories as set forth and described in the documents attached hereto and referred to as Exhibit "A".

Specific scope(s) of services to be provided by Consultant shall be further defined by and authorized by City through the issuance of project-specific Task Orders. Each specific Task Order will require a written, scope outlining the specific services to be provided by Consultant, the schedule for completion, and the proposed compensation amount(s) and payment #7..
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methodology to perform the specified services. The City must authorize each Task Order in writing prior to commencement of services by the Consultant.

The Consultant shall perform the services, as described in Exhibit "A" to this Agreement and subsequent Task Orders, in a manner compatible with the standards of its profession, and shall produce a fully complete project that is acceptable to City.

2. TERM OF AGREEMENT.

This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and performed by Consultant, or one (1) year from the above date, whichever occurs latter, with the possibility of two (2) one- (1) year extension options, at the sole discretion of City, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.

City hereby gives Consultant notice to proceed with the provision of services described in Exhibit "A" to this Agreement, as of the Effective Date of this agreement.

Consultant shall diligently proceed with the work and agrees to complete said specific scope(s) of services within the time period set forth in each respective Task Order.

3. COMPENSATION.

Consultant agrees to accept an estimated amount of ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000) per year, and a total amount not to exceed THREE HUNDRED THOUSAND AND 00/100 DOLLARS ($300,000) over three years as of the Effective Date as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A”, and subsequent Task Orders, and for performance by Consultant of all of its duties and obligations under this Agreement. #7..
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The Compensation shall be paid pursuant in the manner and at the times set forth below:

City shall pay Consultant for work performed as authorized by subsequent Task Orders. All work shall be billed: 1) on a time and materials basis, at the hourly rates set forth in Exhibit “B”, attached hereto, or; 2) on a lump sum, fixed fee basis, as authorized by City per specific Task Order(s). Lump sum fees shall generally be in accordance with approximate amounts as shown in Exhibit “B”. Unless otherwise approved by City, the hourly rates and lump sum fees shown in Exhibit “B” shall remain in effect for the entire term of the agreement, including all extensions.

Consultant shall submit monthly invoices to City which include a detailed description of completed tasks, hours worked, and billable rates or percentage complete (for lump sum tasks) for all work completed, and detailed receipts for any out-of-pocket costs paid by Consultant in connection with work performed on this Project.

4. 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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In providing opinions of cost, financial analyses, economic feasibility projections, and schedules for potential projects, Consultant has no control over cost or price of labor and material; unknown or latent conditions of existing equipment or structures that may affect operation and maintenance costs; competitive bidding procedures and market conditions; time or quality of performance of third parties; quality, type, management, or direction of operating personnel; and other economic and operational factors that may materially affect the ultimate project cost or schedule. Therefore, Consultant makes no warranty that the City’s actual project costs, financial aspects, economic feasibility, or schedules will not vary from Consultant’s opinions, analyses, projections, or estimates.

Consultant is not responsible for damage or delay in performance caused by events beyond the reasonable control of Consultant. In the event Consultant’s services are suspended, delayed or interrupted for the convenience of the City or delays occur beyond the reasonable control of Consultant, an equitable adjustment in Consultant’s time of performance and cost of Consultant’s personnel and subcontractors maybe made.

5. PERFORMANCE BY KEY EMPLOYEE.

Consultant has represented to City that Ryan Orgill will be the person primarily responsible for the performance of the services referred to in this Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that ten percent (10%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person. #7..
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6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

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

7. NEWS AND INFORMATION RELEASE.

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

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 #7..
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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 shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement. Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant has control over the manner and means of performing the services under this Agreement.

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

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

It is understood and agreed that as an independent contractor and not an employee of City neither the Consultant or Consultant's assigned personnel shall have any #7..
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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 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, #7..
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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: Carollo Engineer’s Inc.

Address: 2880 Gateway Oaks Drive
Suite 300
Sacramento, CA 95833
Attention: Ryan Orgill
Phone: (916) 565-4888
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street
Suite 4600
Modesto, CA 95354
Attention: Jim Alves
Phone: (209) 571-5557
Email: [email protected]

14. INSURANCE REQUIREMENTS.

Insurance. During the term of this Agreement, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit (C) to this Agreement and shall otherwise comply with the other provisions of Exhibit (C) to this Agreement. The city utilizes a software program “PINS Advantage” where vendor is responsible for uploading and maintaining updated insurance.

15. TERMINATION OF AGREEMENT.

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

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; #7..
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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;
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 #7..
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Consultant's services which were performed by Consultant on the project prior to the termination date and which remain
unacceptable and/or not useful to City as of the termination date.

City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

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 #7..
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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. In no event shall the cost to defend charged to the Consultant exceed the Consultant's proportionate percentage of fault.

However, notwithstanding the foregoing, in the event one or more defendants is unable to pay its share of defense costs due to bankruptcy or dissolution of the business, the Consultant shall meet and confer with other parties regarding unpaid defense costs.

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.
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18. DISPUTE RESOLUTION.

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

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

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

The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 #7..
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($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 punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.
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Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in 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.

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.

27. THIRD PARTIES
The services to be preformed by Consultant are intended solely for the benefit of the City. No person or entity not a signatory to this Agreement shall be entitled to rely on Consultant’s performance of its services hereunder, and no right to assert a claim against Consultant by assignment or indemnity rights or otherwise shall accrue to a third party as a result of this Agreement or the performance of Consultant services hereunder.

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 CAROLLO ENGINEERS, INC. has caused this agreement to be duly executed as of the Effective Date. #7..
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1 ATTACHMENT A

CITY OF MODESTO
2024 On-Call Hydraulic Modeling Support for the City of Modesto Wastewater System
Scope of Services
Carollo will provide the following services in accordance with the On-Call Wastewater Collection System Hydraulic Modeling project.

Task 1 – Review Background Information and Data
Carollo will review all relevant background information, development plans, and other information related to modeling individual specific requests for services.

Task 2 – Update Hydraulic Model
Carollo will update the hydraulic model to reflect operational changes and improvements to the collection system.

Task 3 – Evaluate System Impacts from Development/Operational Changes Carollo will conduct an evaluation of the impacts to the system from new developments and/or operational changes per direction from City Staff. The exact nature of the evaluations will be determined on a case-by-case basis, depending on the nature of the request.

Task 4 – Modeling Support for CIP Design Projects
Carollo will aid in supporting design projects and evaluation of their impacts to the system. Evaluations will be determined on a case-by-case basis.

Task 5 – Summarize Findings and Recommendations
Carollo will summarize the findings of each evaluation in a letter report. The letter report will document the background and purpose of the analysis, the findings of the evaluation, and recommended improvement projects (if needed) to provided adequate wastewater service to the proposed developments/existing customers.

Task 6 – Hydraulic Model Training
Carollo will provide hydraulic model training to City staff. The training will cover the City’s collection system model.

EXHIBIT A
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ATTACHMENT B
CAROLLO ENGINEERS, INC.

FEE SCHEDULE
California
Hourly Rate
Engineers/Scientists
Assistant Professional $234.00
Professional 288.00
Project Professional 340.00
Lead Project Professional 357.00
Senior Professional 378.00
Technicians
Technicians 176.00
Senior Technicians 245.00
Support Staff
Document Processing / Clerical 156.00
Project Equipment Communication Expense
(PECE) Per DL Hour

16.00 Other Direct Expenses
Travel and Subsistence at cost
Mileage at IRS Reimbursement Rate
Effective January 1, 2024
$0.67 per mile
Subconsultant cost + 10%
Other Direct Cost cost + 10%
Expert Witness Rate x 2.0

EXHIBIT B
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1 Exhibit C:

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

Umbrella or Excess Coverage
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.

The insurance policies are to contain, or be endorsed to contain, the following provisions:
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2 Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.

Claims Made Policies (applicable to Professional Liability only) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
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3 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 21, 2024
Date: September 16, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: William Wong, Director of Utilities
SUBJECT: On-Call Hydraulic Water System Modeling Support Services Agreement West Yost & Associates, Inc.

CONTACT: Tim Barahona, Assistant Engineer, [email protected], 209-577-5485 DESCRIPTION:

Consider an On-Call Hydraulic Water System Modeling Support Services Agreement with West Yost & Associates, Inc., of Davis, CA for a total amount not to exceed $300,000 over three years and forwarding to Council for approval. (Funding Source: Various Capital Improvement Program Projects)
STRATEGIC PLAN ELEMENT:

BACKGROUND:

On September 2, 2014, by Resolution No. 2014-336, Council approved an Agreement with West Yost & Associates, Inc. (West Yost) to develop a Water System Master Plan.

On February 7, 2017, by Resolution No. 2017-043, Council approved an On-Call Agreement for Hydraulic Water System Modeling Support Services with West Yost, for two years with two oneyear extension options.

On September 28, 2021, by Resolution No. 2021-381, Council approved an On-Call Agreement for Hydraulic Water System Modeling Support Services with West Yost, for one year with two one-year extension options.
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Finance Committee, October 21, 2024
On-Call Hydraulic Water System Modeling Support Services Agreement West Yost & Associates, Inc.

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DISCUSSION:

The City’s Water System Model is a digital replica of the City’s actual water system infrastructure that Utilities Engineering and Operations staff utilize through the professional services provided by West Yost to run scenarios to determine how the system would respond in various situations, including but not limited to drought conditions, new residential and commercial development and the demands associated with key components going offline. Analysis provided by West Yost aids the Utilities Engineering and Operations staff in making decisions that impact current and longterm operations.

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.

Here, West Yost & Associates, Inc. is uniquely qualified in that they own the necessary hardware, software, and house the current version of the City’s Water System Model.

The City has been working with West Yost & Associates, Inc. in this capacity for over 15 years and they have established a strong business relationship with both the Utilities Engineering and Operations staff, consistently demonstrating a high-level working knowledge of the City’s infrastructure.

Therefore, staff recommends that an On-Call Hydraulic Water System Modeling Support Services Agreement with West Yost & Associates, Inc. should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(d) since maintaining West Yost as the City’s Hydraulic Water System Modeling Support consultant would ensure the consistency of the analysis provided along with a historical understanding of past modeling scenarios/efforts and avoid the costs that would be associated with establishing the model with a new consultant.

FISCAL IMPACT:

Costs for On-Call Hydraulic Water System Modeling Support Services are not expected to exceed $100,000 per year. The total cost for the proposed three-year Agreement (initial one-year term, with two one-year extension options) is not to exceed $300,000.

CEQA/NEPA REQUIREMENTS:

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

RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:
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Finance Committee, October 21, 2024
On-Call Hydraulic Water System Modeling Support Services Agreement West Yost & Associates, Inc.

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Motion recommending an On-Call Hydraulic Water System Modeling Support Services Agreement with West Yost & Associates, Inc., of Davis, CA for a one-year Agreement with two one-year extension options, for an annual estimated amount of $100,000, and a total amount not to exceed $300,000 over three years; and forwarding to Council for approval.

Approved by:

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

1. On-Call Hydraulic Water System Modeling Support Services Agreement & Exhibits

2. Bid Waiver Approval Form
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ON-CALL HYDRAULIC WATER SYSTEM MODELING

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

This Agreement is made with regard to the following recitals:

A. City has determined that there is a need for On-Call Hydraulic Water System Modeling Support Services.

B. Consultant represents that it is qualified, willing and able to provide the requested On-Call Hydraulic Water System Modeling Support Services.

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

1. SCOPE OF SERVICES.

Specific scope(s) of services to be provided by Consultant shall be further defined by and authorized by City through the issuance of project-specific Task Orders. Each specific Task Order will require a written, scope outlining the specific services to be provided by Consultant, the schedule for completion, and the proposed compensation amount(s) and payment #8..
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methodology to perform the specified services. The City must authorize each Task Order in writing prior to commencement of services by the Consultant.

The Consultant shall perform the services, as described in Exhibit "A" to this Agreement and subsequent Task Orders, 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.

City hereby gives Consultant notice to proceed with the provision of services described in Exhibit "A" to this Agreement, as of the Effective Date of this agreement.

Consultant shall diligently proceed with the work and agrees to complete said specific scope(s) of services within the time period set forth in each respective Task Order.

3. COMPENSATION.

Consultant agrees to accept an estimated amount of ONE HUNDRED THOUSAND AND 00/100 DOLLARS ($100,000) per year, and a total amount not to exceed THREE HUNDRED THOUSAND AND 00/100 DOLLARS ($300,000) over three years as of the Effective Date as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit "A”, and subsequent Task Orders, and for performance by Consultant of all of its duties and obligations under this Agreement. #8..
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The Compensation shall be paid pursuant in the manner and at the times set forth below:

4. OBLIGATIONS OF CONSULTANT.

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

Consultant represents that it has all of the necessary professional capabilities and experience, as well as all tools, instrumentalities, facilities and other resources necessary to provide the City with the services contemplated by this Agreement. Consultant further represents that it will follow the best current, generally accepted and professional practices to make findings, render opinions, prepare factual presentations, and provide professional advice and recommendations regarding this project. In providing services under this Agreement, Consultant shall perform in a manner consistent with that degree of care and skill ordinarily exercised by members of the same #8..
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profession currently practicing under similar circumstances at the same time and in the same or similar locality (“Standard of Care”).

5. PERFORMANCE BY KEY EMPLOYEE.

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

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used by City as it may require without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City. City shall hold harmless Consultant from and against any and all costs, expenses, fees, losses, claims, demands, liabilities, suits, actions, and damages whatsoever arising out of or resulting from any reuse or modification of Consultant’s work products and documents other than those of this agreement.

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 #8..
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be delivered to City upon the completion or termination of services under the contract. City shall hold harmless Consultant from and against any and all costs, expenses, fees, losses, claims, demands, liabilities, suits, actions, and damages whatsoever arising out of or resulting from any reuse or modification of data produced by Consultant for purposes other than those of this agreement.

7. NEWS AND INFORMATION RELEASE.

8. INTEREST OF CONTRACTOR.

9. AMENDMENTS.

10. INDEPENDENT CONTRACTOR.

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

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.
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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.

13. NOTICES.

Address: 2020 Research Park Drive
Suite 100
Davis, CA 95618
Attention: Roberto Vera
Phone: (916) 306-2212
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: 1010 10th Street
Suite 4600
Modesto, CA 95354
Attention: Jim Alves
Phone: (209) 571-5557
Email: [email protected]

14. INSURANCE REQUIREMENTS.

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. #8..
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Termination by City for Convenience
The City may also terminate the Consultant's performance under the Agreement, either in whole or in part, at its own discretion, or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for any reason. The City shall provide no less than ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination.

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 #8..
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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;
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. #8..
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City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination. The final payment to the Consultant after termination for convenience shall be limited to amounts due and owing under the Agreement at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials;
b. The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.

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.
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16. CERTIFIED PAYROLL REQUIREMENT.

17. INDEMNITY.

18. DISPUTE RESOLUTION.

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 #8..
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($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.

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

19. ENTIRE AGREEMENT.

20. PARTIAL INVALIDITY.

21. WAIVER.

22. AUDIT.

23. GOVERNING LAW.

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

24. HEADINGS NOT CONTROLLING.

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

25. COMPLIANCE WITH LAWS.

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

Consultant shall comply with all applicable federal, state, and local laws, ordinances, regulations and permits.
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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 West Yost & Associates, Inc. has caused this agreement to be duly executed as of the Effective Date. #8..
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SCOPE OF SERVICES

ON-CALL HYDRAULIC MODELING SUPPORT
In general, the On-Call Hydraulic Modeling Support services are ancipated to included, but not be limited to the following:

1. Hydraulic evaluaon of:
o Various Capital Improvement Projects (CIPs) and design configuraons (this includes planned and proposed)
o Potenal impacts to water supply from wells taken out of service due to water quality and/or other operaonal issues
o New/alternave water system operaonal scenarios due to: 1) Surface water delivery constraints/pressures, 2) well cluster set point modificaon, 3) different on/off sengs at storage tank booster pump staons or wells, 4) new residenal, commercial, or industrial development
o Impacts to water demand due to newly proposed densificaons and land use changes

2. Development/updang of Standard Operang Procedures (SOPs)

3. Evaluaon of various fire flow demand condions

4. As needed training for City Staff for improved working knowledge of hydraulic model

5. Modeling soware updates/conversions as requested by the City

EXHIBIT A
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(Effective January 1, 2024, through December 31, 2027)

POSITIONS

ENGINEERING
Principal/Vice President $384
Engineer/Scientist/Geologist Manager I / II $362 / $379 Principal Engineer/Scientist/Geologist I / II $326 / $348 Senior Engineer/Scientist/Geologist I / II $294 / $309
Associate Engineer/Scientist/Geologist I / II $244 / $263 Engineer/Scientist/Geologist I / II $190 / $222
Engineering Aide $115
Field Monitoring Services $142
Administrative I / II / III / IV $105 / $131 / $157 / $173

ENGINEERING TECHNOLOGY
Engineering Tech Manager I / II $377 / $379
Principal Tech Specialist I / II $346 / $358
Senior Tech Specialist I / II $317 / $331
Senior GIS Analyst $286
GIS Analyst $271
Technical Specialist I / II / III / IV $202 / $230 / $258 / $289 Technical Analyst I / II $145 / $173
Technical Analyst Intern $117
Cross-Connection Control Specialist I / II / III / IV $151 / $163 / $184 / $204 CAD Manager $228
CAD Designer I / II $177 / $200

CONSTRUCTION MANAGEMENT
Senior Construction Manager $365
Construction Manager I / II / III / IV $217 / $232 / $246 / $312 Resident Inspector (Prevailing Wage Groups 4 / 3 / 2 / 1) $196 / $217 / $242 / $251 Apprentice Inspector $177
CM Administrative I / II $94 / $128
Field Services $251
2024 - 2027 Billing Rate Schedule

LABOR CHARGES (DOLLARS PER HOUR)
■ Hourly rates include charges for technology and communication, such as general and CAD computer software, telephone calls, routine in-house copies/prints, postage, miscellaneous supplies, and other incidental project expenses. ■ Outside services, such as vendor reproductions, prints, and shipping; major West Yost reproduction efforts; as well as engineering supplies, etc., will be billed at the actual cost plus 15%. ■ The Federal Mileage Rate will be used for mileage charges and will be based on the Federal Mileage Rate applicable to when the mileage costs were incurred. Travel other than mileage will be billed at cost. ■ Subconsultants will be billed at actual cost plus 10%. ■ Expert witness services, research, technical review, analysis, preparation, and meetings will be billed at 150% of standard hourly rates. Expert witness testimony and depositions will be billed at 200% of standard hourly rates. ■ A finance charge of 1.5% per month (an annual rate of 18%) on the unpaid balance will be added to invoice amounts if not paid within 45 days from the date of the invoice.

EXHIBIT B

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(Effective January 1, 2024, through December 31, 2027)
Equipment Charges

EQUIPMENT
2" Purge Pump & Control Box $300 / day
Aquacalc / Pygmy or AA Flow Meter $28 / day
Emergency SCADA System $35 / day
Field Vehicles (Groundwater) $1 / mile
Gas Detector $80 / day
Generator $60 / day
Hydrant Pressure Gauge $10 / day
Hydrant Pressure Recorder, Impulse (Transient) $55 / day Hydrant Pressure Recorder, Standard $40 / day
Low Flow Pump Back Pack $135 / day
Low Flow Pump Controller $200 / day
Powers Water Level Meter $32 / day
Precision Water Level Meter 300ft $30 / day
Precision Water Level Meter 500ft $40 / day
Precision Water Level Meter 700ft $45 / day
QED Sample Pro Bladder Pump $65 / day
Skydio 2+ Drone (2 hour mimimum) $100 / hour
Storage Tank $20 / day
Sump Pump $24 / day
Transducer Communications Cable $10 / day
Transducer Components (per installation) $23 / day
Trimble GPS – Geo 7x $220 / day
Tube Length Counter $22 / day
Turbidity Meter $30 / day
Turbidity Meter (2100Q Portable) $35 / day
Vehicle (Construction Management) $10 / hour
Water Flow Probe Meter $20 / day
Water Quality Meter $50 / day
Water Quality Multimeter $185 / day
Well Sounder $30 / day

BILLING RATES
2024 - 2027 Billing Rate Schedule

EXHIBIT B

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1 Exhibit C:

MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:

4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.

Umbrella or Excess Coverage
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.

The insurance policies are to contain, or be endorsed to contain, the following provisions:
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2 Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.

Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.

Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.

Claims Made Policies (applicable to Professional Liability only) If any of the required policies provide claims-made coverage:

1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.

2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
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3 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.

Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:

City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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CITY OF MODESTO

COMMITTEE AGENDA REPORT
DATE OF MEETING:

October 21, 2024
Date: October 2, 2024
TO: Finance Committee
Nick Bavaro, Chair
Rosa Escutia-Braaton, Vice-Chair
David Wright, Committee Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Christina Alger, Director of Human Resources
SUBJECT: Classification and Position Allocation Plan Amendment CONTACT: Christina Alger, Director of Human Resources
[email protected], 209-571-5126
DESCRIPTION:

Consider an Amendment to the City of Modesto Classification Plan and Position Allocation Plan to allocate one Multimedia Designer to the City Manager’s Office, one Quality Management Analyst in the Utilities Department, one Operations Supervisor in the Public Works Department; and reclassify one Operations Crewleader to one Operations Supervisor and two Tree Trimmer Crewleaders to two Senior Tree Trimmers in Public Works; and move the Parks Planning Division from the Parks, Recreation, and Neighborhoods Department to the Engineering Services Department; and moving the Water and Wastewater Division Managers from range 452 to range 453 within Utilities; and forwarding to Council for approval. (Funding Source:

Various Funds)
STRATEGIC PLAN ELEMENT:

This item supports the 2020-2025 Strategic Plan’s Service and Delivery Goals and Strategies - Building a High-Performing Organization by Attracting and Retaining High Performance Employees.

BACKGROUND:

Personnel Rule 2.1 states, “The City Manager shall ascertain the duties and responsibilities of all positions in the City service, except those positions which are filled by appointees of the City Council and after appropriate consultation with employees and department heads, shall prepare a classification plan for such positions.” As business needs and market conditions change, there is a need to adjust certain positions to better meet these business needs or better conform to industry best practices. Positions may be adjusted or created through the City’s Classification Study policies and procedures.
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Finance Committee, October 21, 2024
Classification and Position Allocation Plan Amendment

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The City found it necessary to review several classifications.

City Manager’s Office
The City is embarking on a project to implement a digital podcast. The Communications Division within the City Manager’s Office currently consists of two positions that oversee all internal and external communications on behalf of the departments. This new major project will require additional staffing and particularly a candidate that possesses a background in podcasting to support the effort.

Utilities Department
The Utilities Department is supported with Division Managers to oversee the various services that are provided. A request to review the job descriptions of the Water and Wastewater Division Managers was received by the Human Resources Department. This request sought revisions to the job descriptions to allow a more expansive candidate pool during recruitment.

In addition to these two positions being analyzed, an additional request was received to study and create a new compliance oversight position to ensure regulations are being met or exceeded.

Public Works Department
The Forestry Division requested an analysis of their current structure and the addition of two Operations Supervisors. This comes at a time that, with the passage of Measure H, forestry being a priority for the City. In a previous study completed by Moss Adams, recommendations were to add more supervision to reduce the span of control and make the division more efficient.

Engineering Services Department
Parks Planning is currently housed under Parks, Recreation, and Neighborhoods Department.

In the process of planning new parks and park renovations, engineering is an important component and is often required to consult. The City chose to review the Parks Planning to determine if it is housed in the most appropriate operational location.

DISCUSSION:

City Manager’s Office
Human Resources, in coordination with the Communications Division within the City Manager’s Office, reviewed the job description and made some minor recommendations to ensure the task of podcasting is captured in the knowledge and skills sections. This will assist the City in its recruitment efforts to obtain a pool of candidates to hire from and allow a successful podcast launch. Staff recommends creating the allocation and commencing the recruitment process as soon as possible.

Utilities Department
In the review of the Water and Wastewater Division Manager job descriptions, recommendations were made to broaden the minimum qualifications to allow for a larger pool of candidates during recruitment, focusing on leadership skills more heavily than technical skills. In the review, the Human Resources Department also reviews internal alignment, meaning equity in compensation based on overall responsibilities and consequence of error. Staff recommends moving the positions from range 452 to range 453 to align with similar positions across the City. #9..
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Finance Committee, October 21, 2024
Classification and Position Allocation Plan Amendment

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Public Works Department
The Human Resources Department reviewed the request for analysis of the current structure of the Forestry division to create more oversight through additional supervisors and better alignment of duties within the team. The Moss Adams study was also reviewed as part of the analysis.

Staff recommends restructuring the Forestry Division to better serve the community by adding one Operations Supervisor, reclassifying one Operations Crewleader to one Operations Supervisor, and reclassifying two Tree Trimmer Crewleaders to two Senior Tree Trimmers to align the reporting structure consistent with City practice. The Forestry Division plans to realign duties and responsibilities in a more efficient manner and will be able to execute services more effectively.

Engineering Services Department
In reviewing the current structure, Parks Planning typically resides within the engineering area of a City’s operation. This allows more direct oversight of the engineering components of various Parks projects and allows better collaboration and communication. Staff recommends moving the Parks Planning Division from Parks, Recreation, and Neighborhoods to Engineering Services.

FISCAL IMPACT:

The fiscal impact of each of the recommended actions and associated department budgets are outlined in the chart below:

Department Action
Fiscal
Impact
City Manager's
Office Allocate one Multimedia Designer $67,330
Utilities Allocate one Quality Management
Analyst / $83,637
Utilities Move Water and Wastewater Division
Managers from rang 452 to 453
$7,530
Public Works Forestry Reorganization $91,500
Engineering
Services Parks Planning Relocation None
RECOMMENDED COMMITTEE ACTION:

Staff Recommendations:

Motion recommending an Amendment to the City of Modesto Classification Plan and Position Allocation Plan to allocate one Multimedia Designer to the City Manager’s Office, one Quality Management Analyst in the Utilities Department, one Operations Supervisor in the Public Works Department; and reclassify one Operations Crewleader to one Operations Supervisor and two Tree Trimmer Crewleaders to two Senior Tree Trimmers in Public Works; and move the Parks Planning Division from the Parks, Recreation, and Neighborhoods Department to the Engineering Services Department; and moving the Water and Wastewater Division Managers from range 452 to range 453 within Utilities; and forwarding to Council for approval. #9..
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Finance Committee, October 21, 2024
Classification and Position Allocation Plan Amendment

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Approved by:

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

1. Quality Management Analyst Job Description
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CITY OF MODESTO
NO. 3349

QUALITY MANAGEMENT ANALYST
Class specifications are intended to present a descriptive list of the range of duties performed by employees in the class. Specifications are not intended to reflect all duties performed within the job.

DEFINITION:

To perform a variety of technical tasks relative to reviewing, validating, implementing, and training staff in analytical and record-keeping procedures related to complex physical, chemical, biological, and bacteriological water and wastewater analyses. Monitors the laboratory’s safety, quality assurance, training, accreditation, and chemical hygiene plans; and performs related duties, as assigned.

SUPERVISION RECEIVED AND EXERCISED:

Receives direction from higher level supervisory, management, or department head staff.

May exercise technical and functional supervision over assigned professional and technical staff.

ESSENTIAL AND MARGINAL FUNCTION STATEMENTS:

Essential and other important responsibilities and duties may include, but are not limited to, the following:

Essential Functions:

Reviews laboratory quality control and sampling procedures; makes recommendations for adjustments to processes and procedures related to laboratory testing and compliance consistent with TNI (The National Environmental Laboratory Accreditation Conference (NELAC) Institute) standards.

Develops, reviews, updates, and maintains the laboratory’s Standard Operating Procedures and Quality Management System consistent with TNI standards.

Develops, adheres to, ensures compliance with, and monitors quality assurance (QA) standards and safety protocol of the laboratory; maintains and reviews quality control databases, charts, detection limits, and action levels for laboratory analyses; recommends improvements and modifications as necessary.

Analyzes, interprets, and validates data; recognizes data abnormalities as they relate to process control and analytical testing; determines the causes of problems and makes appropriate recommendations to take corrective action; prepares and submits corrective action and investigation reports as necessary.
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CITY OF MODESTO
Quality Management Analyst

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Performs quality control and assurance program administration activities; compiles data to prepare reports and summaries; maintains databases; submits periodic and special reports to appropriate regulatory agencies.

Coordinates or performs quality assurance system audits of laboratory performance using samples provided by regulatory or commercial agencies; prepares or reviews the preparation of calibration standards and quality assurance check samples for internal laboratory use.

Performs a variety of quality assurance and quality control analyses of qualitative and quantitative tests of water and wastewater; monitors and evaluates laboratory test results to ensure all reported data meets minimum acceptance criteria.

Monitors state and federal regulations relating to laboratory quality assurance; evaluates impact on laboratory practices; identifies changes required to comply with regulation and assists with City responses as appropriate.

Trains employees in work principles, practices, methods, policies, procedures, and applicable Federal, State, and local laws, rules, and regulations; trains employees in work methods, use of tools and equipment, and relevant safety precautions.

Assists in the development and implementation of policies, procedures, and work standards for the division, including recommending improvements.

Performs chemical and biological analyses to assist in troubleshooting water and wastewater plant issues; conducts and participates in special studies as assigned.

Prepares reagents, chemicals, bacteriological media, and standard test solutions; performs mathematical calculations and statistical analyses for test results.

Operates and uses monitoring equipment, operates portable lab equipment, and performs field analyses as necessary.

Build and maintain positive working relationships with co-workers, other City employees, and the public using principles of good customer service.

Observe and maintain a safe working environment in compliance with established safety programs and procedures.

Marginal Functions:

Perform other related duties as assigned.
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CITY OF MODESTO
Quality Management Analyst

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MINIMUM QUALIFICATIONS:

Knowledge of:

Chemical, biological, and physical characteristics of various environmental matrices including water and wastewater.

Principles, practices, techniques, equipment, and materials required for basic chemical, biochemical, biological, microbiological, and physical analysis of samples of potable water and wastewater.

Techniques of sampling techniques and related statistical analysis.

Laboratory and wastewater plant safety procedures and equipment.

Principles and practices of work planning, assignment review and evaluation, and the training of staff in work procedures.

Basic principles of water and wastewater treatment and practices for distribution/disposal.

Record-keeping principles and procedures.

Principles and practices of data collection, analysis, and report preparation.

Techniques for providing a high level of customer service by effectively dealing with the public, vendors, contractors, and City staff.

Modern equipment and communication tools used for business functions and program, project, and task coordination.

Computers and software programs (e.g., Microsoft software packages) to conduct, compile, and/or generate documentation.

Ability to:

Provide technical and functional supervision over assigned staff; effectively train staff.

Assist in developing and implementing goals, objectives, practices, policies, procedures, and work standards.

Perform complex troubleshooting of problems that result from laboratory testing procedures and recommend appropriate solutions.
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Perform basic chemical, biochemical, biological, microbiological, and physical analyses of various matrices including potable water and wastewater.

Make accurate chemical, arithmetic, and statistical computations.

Understand, interpret, explain, and apply all pertinent laws, codes, regulations, policies and procedures, and standards relevant to work performed.

Independently organize work, set priorities, meet critical deadlines, and follow-up on assignments.

Effectively use computer systems, software applications, and modern business equipment to perform a variety of work tasks.

Establish and maintain effective working relationships with those contacted in the course of work.

Communicate clearly and concisely, both orally and in writing.

Operate office equipment including computers and supporting word processing, spreadsheet, and database applications.

Experience and Training Guidelines:

Any combination of training and experience that would provide the required knowledge, skills, and abilities is qualifying. A typical way to obtain the required qualifications would be:

Experience:

Three years of increasingly responsible experience performing water and/or wastewater analysis. Quality control experience is desirable.

Training:

Equivalent to a bachelor’s degree from an accredited college or university with major course work in chemistry, biochemistry, biology, or a related field.

License or Certificate:

Possession of, or ability to obtain, a valid California Class C driver’s license upon appointment.

Possession of a Grade II Laboratory Analyst certification issued by the California Water Environment Association.
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The ability to obtain a Grade III Laboratory Analyst certification issued by the California Water Environment Association within twenty-four (24) months of appointment.

Failure to obtain any of the required licenses/certificates within the prescribed time may result in release from probation or termination.

PHYSICAL AND MENTAL REQUIREMENTS
Mobility: frequent use of keyboard; frequent sitting for long periods of time; occasional bending, kneeling, or squatting. Lifting: frequently up to 25 pounds; occasionally up to 50 pounds. Vision: constant use of overall vision; frequent reading and close-up work, color, and depth vision. Dexterity: frequent repetitive motion; frequent writing; frequent grasping, holding, and reaching. Hearing/Talking: frequent hearing and talking, in person and on the phone. Emotional/Psychological: frequent decision-making and concentration; frequent public and/or coworker contact; occasional working alone.

Environmental: frequent exposure to noise and potential exposure to various laboratory equipment and instrumentation (furnaces, ovens, autoclave, etc.) and chemicals.

WORKING CONDITIONS
Work is performed primarily in an indoor laboratory environment, but duties are frequently performed in an outdoor environment with some exposure to year-round weather conditions. Duties may be subject to indoor laboratory equipment or field noise. Duties involve exposure to potentially hazardous chemicals and water and wastewater. Work frequently involves offsite and/or remote locations. Positions may require occasional overtime and weekend work and travel is rare.

Class Spec History
Adopted 10/24
Revised
BU Gen NS
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Finance CommitteeOctober 21, 2024

Finance Committee
October 21, 2024