Modesto City Council
December 10, 2024

MOTOROLA GENERAL PROVISIONS
This Master Agreement is made and entered into, by and between the Houston-Galveston Area Council hereinafter referred to as H-GAC having its principal place of business at 3555 Timmons Lane, Suite 120, Houston, Texas 77027 and Motorola Solutions, Inc., hereinafter referred to as the Contractor, having its principal place of business at 500 West Monroe Street, Chicago, IL 60661.

WITNESSETH:

WHEREAS, H-GAC hereby engages the Contractor to perform certain services in accordance with the specifications of the Master Agreement; and
WHEREAS, the Contractor has agreed to perform such services in accordance with the specifications of the Master Agreement;
NOW, THEREFORE, H-GAC and the Contractor do hereby agree as follows:

ARTICLE 1: LEGAL AUTHORITY
The Contractor warrants and assures H-GAC that it possesses adequate legal authority to enter into this Master Agreement. The Contractor's governing body, where applicable, has authorized the signatory official(s) to enter into this Master Agreement and bind the Contractor to the terms of this Master Agreement and any subsequent amendments hereto.

ARTICLE 2: APPLICABLE LAWS
The Contractor agrees to conduct all activities under this Master Agreement in accordance with all federal laws, executive orders, policies, procedures, applicable rules, regulations, directives, standards, ordinances, and laws, in effect or promulgated during the term of this Master Agreement, including without limitation, workers’ compensation laws, minimum and maximum salary and wage statutes and regulations, and licensing laws and regulations. When required, the Contractor shall furnish H-GAC with satisfactory proof of its compliance therewith.

ARTICLE 3: PUBLIC INFORMATION
Except as stated below, all materials submitted to H-GAC, including any attachments, appendices, or other information submitted as a part of a submission or Master Agreement, are considered public information, and become the property of H-GAC upon submission and may be reprinted, published, or distributed in any manner by H-GAC according to open records laws, requirements of the US Department of Labor and the State of Texas, and H-GAC policies and procedures. In the event the Contractor wishes to claim portions of the response are not subject to the Texas Public Information Act, it shall so; however, the determination of the Texas Attorney General as to whether such information must be disclosed upon a public request shall be binding on the Contractor. HGAC will request such a determination only if Contractor bears all costs for preparation of the submission.

H-GAC is not responsible for the return of creative examples of work submitted. H-GAC will not be held accountable if material from submissions is obtained without the written consent of the contractor by parties other than H-GAC, at any time during the evaluation process.

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ARTICLE 4: INDEPENDENT CONTRACTOR
The execution of this Master Agreement and the rendering of services prescribed by this Master Agreement do not change the independent status of H-GAC or the Contractor. No provision of this Master Agreement or act of H-GAC in performance of the Master Agreement shall be construed as making the Contractor the agent, servant, or employee of H-GAC, the State of Texas, or the United States Government. Employees of the Contractor are subject to the exclusive control and supervision of the Contractor. The Contractor is solely responsible for employee related disputes and discrepancies, including employee payrolls and any claims arising therefrom.

ARTICLE 5: ANTI-COMPETITIVE BEHAVIOR
Contractor will not collude, in any manner, or engage in any practice which may restrict or eliminate competition or otherwise restrain trade.

ARTICLE 6: SUSPENSION AND DEBARMENT
Debarment and Suspension (Executive Orders 12549 and 12689) – A contract award (2 CFR 180.220) must not be made to parties listed on the government-wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1966 Comp. p. 189) and 12689 (3 CFR Part 1989 Comp. p. 235), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549.

Pursuant to the Federal Rule above, Respondent certifies that neither it nor its principals are presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas and at all times during the term of the Contract neither it nor its principals will be debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency or by the State of Texas Respondent shall immediately provide the written notice to H-GAC if at any time the Respondent learns that this certification was erroneous when submitted or has become erroneous by reason of changed circumstances. H-GAC may rely upon a certification of the Respondent that the Respondent is not debarred, suspended, ineligible, or voluntarily excluded from the covered contract, unless the H-GAC knows the certification is erroneous.

ARTICLE 7: GOAL FOR CONTRACTING WITH SMALL AND MINORITY BUSINESSES, WOMEN’S BUSINESS ENTERPRISES, AND LABOR SURPLUS AREA FIRMS (if subcontracts are to be let) H-GAC’s goal is to assure that small and minority businesses, women's business enterprises, and labor surplus area firms are used when possible in providing services under a contract. In accordance with federal procurements requirements of 2 CFR §200.321, if subcontracts are to be let, the prime contractor must take the affirmative steps listed below:

1. Placing qualified small and minority businesses and women’s business enterprises on solicitation lists;

2. Assuring that small and minority businesses and women’s business enterprises are solicited whenever they are potential sources;

3. Dividing total requirements, when economically feasible, into smaller task or quantities to permit maximum participation by small and minority businesses, and women’s business enterprises;

4. Establishing delivery schedules, where the requirement permits, which encourage participation by small and minority businesses, and women’s business enterprises;

5. Using the services and assistance as appropriate, of such organizations as the Small Business Administration and the Minority Business Development Agency of the Department of Commerce.

Nothing in this provision will be construed to require the utilization of any firm that is either unqualified or unavailable. The Small Business Administration (SBA) is the primary reference and database for information on requirements related to Federal Subcontracting https://www.sba.gov/federal-contracting/contracting-guide/primesubcontracting DocuSign Envelope ID: B37FC13E-031F-495B-9226-EE37DAAD442B #12..
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NOTE: The term DBE as used in this solicitation is understood to encompass all programs/business enterprises such as: Small Disadvantaged Business (SDB), Historically Underutilized Business (HUB), Minority Owned Business Enterprise (MBE), Women Owned Business Enterprise (WBE) and Disabled Veteran Business Enterprise (DVBE) or other designation as issued by a certifying agency.

Contractor agrees to work with and assist HGACBuy customer in meeting any DBE targets and goals, as may be required by any rules, processes, or programs they might have in place. Assistance may include compliance with reporting requirements, provision of documentation, consideration of Certified/Listed subcontractors, provision of documented evidence that an active participatory role for a DBE entity was considered in a procurement transaction, etc.

ARTICLE 8: SCOPE OF SERVICES
The services to be performed by the Contractor are outlined in an Attachment to this Agreement.

ARTICLE 9: PERFORMANCE PERIOD
This Master Agreement shall be performed during the period which begins 08/01/21 and ends 07/31/23. All services under this Master Agreement must be rendered within this performance period, unless directly specified under a written change or extension provisioned under Article 21, which shall be fully executed by both parties to this Master Agreement.

ARTICLE 10: PAYMENT OR FUNDING
Payment provisions under this Master Agreement are outlined in the Special Provisions. H-GAC will not pay for any expenses incurred prior to the execution date of a contract, or any expenses incurred after the termination date of the contract.

ARTICLE 11: PAYMENT FOR WORK
The H-GAC Customer is responsible for making payment to the Contractor upon delivery and acceptance of the goods or completion of the services and submission of the subsequent invoice.

ARTICLE 12: PAYMENT TERMS/PRE-PAYMENT/QUANTITY DISOUNTS If discounts for accelerated payment, pre-payment, progress payment, or quantity discounts are offered, they must be clearly indicated in the Contractor’s submission prior to contract award. The applicability or acceptance of these terms is at the discretion of the Customer.

ARTICLE 13: REPORTING REQUIREMENTS
If the Contractor fails to submit to H-GAC in a timely and satisfactory manner any report required by this Agreement, or otherwise fails to satisfactorily render performances hereunder, H-GAC may terminate this agreement with notice as identified in Article 29 of these General Provisions. H-GAC has final determination of the adequacy of performance and reporting by Contractor. Termination of this agreement for failure to perform may affect Contractor’s ability to participate in future opportunities with H-GAC. The Contractor's failure to timely submit any report may also be considered cause for termination of this Agreement.

Any additional reporting requirements shall be set forth in the Special Provisions of this Agreement.

ARTICLE 14: INSURANCE
Contractor shall maintain insurance coverage for work performed or services rendered under this Master Agreement as outlined and defined in the attached Special Provisions.

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ARTICLE 15: SUBCONTRACTS AND ASSIGNMENTS
Except as may be set forth in the Special Provisions, the Contractor agrees not to assign, transfer, convey, sublet, or otherwise dispose of this Master Agreement or any right, title, obligation, or interest it may have therein to any third party without prior written approval of H-GAC, which will not be unreasonably withheld. The Contractor acknowledges that H-GAC is not liable to any subcontractor or assignee of the Contractor. The Contractor shall ensure that the performance rendered under all subcontracts shall result in compliance with all the terms and provisions of this Master Agreement as if the performance rendered was rendered by the Contractor. Contractor shall give all required notices, and comply with all laws and regulations applicable to furnishing and performance of the work. Except where otherwise expressly required by applicable law or regulation, H-GAC shall not be responsible for monitoring Contractor's compliance, or that of Contractor’s subcontractors, with any laws or regulations.

ARTICLE 16: AUDIT
Notwithstanding any other audit requirement, H-GAC reserves the right to conduct or cause to be conducted an independent audit of any transaction under this Master Agreement, such audit may be performed by the H-GAC local government audit staff, a certified public accountant firm, or other auditors designated by H-GAC and will be conducted in accordance with applicable professional standards and practices. The Contractor understands and agrees that the Contractor shall be liable to the H-GAC for any findings that result in monetary obligations to HGAC.

In no circumstances will Contractor be required to create or maintain documents not kept in the ordinary course of its business operations, nor will Contractor be required to disclose any information, including but not limited to product cost data, which it considers confidential or proprietary.

ARTICLE 17: TAX EXEMPT STATUS
H-GAC and Customer members are either units of government or qualified non-profit agencies, and are generally exempt from Federal and State sales, excise or use taxes. Respondent must not include taxes in its Response. It is the responsibility of Contractor to determine the applicability of any taxes to an order and act accordingly.

Exemption certificates will be provided upon request.

ARTICLE 18: EXAMINATION OF RECORDS
The Contractor shall maintain during the course of the work complete and accurate records of all of the Contractor's invoices and pertinent documentation of items which are chargeable to H-GAC under this Master Agreement. H-GAC, through its staff or designated public accounting firm, the State of Texas, and United States Government, shall have the right at any reasonable time to inspect, copy and audit those pertinent records on or off the premises by authorized representatives of its own or any public accounting firm selected by H-GAC. The right of access to records is not limited to the required retention period, but shall last as long as the records are retained. Failure to provide access to records may be cause for termination of the Master Agreement.

The Contractor further agrees that the examination of records outlined in this article shall be included in all subcontractor or third-party agreements.

ARTICLE 19: RETENTION OF RECORDS
The Contractor and its subcontractors shall maintain all records pertinent to this Master Agreement, for a period of seven (7) years from the later of the date of acceptance of the final payment or until all audit findings have been resolved. If any litigation, claim, negotiation, audit, or other action involving the records has been started before the expiration of the retention period, the records shall be retained until completion of the action and resolution of all issues which arise from it, or until the end of the seven (7) years, whichever is later, and until any outstanding litigation, audit, or claim has been fully resolved.

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ARTICLE 20: DISTRIBUTORS, VENDORS, RESELLERS
Contractor agrees and acknowledges that any such designations of distributors, vendors, resellers or the like are for the convenience of the Contractor only and the awarded Contractor will remain responsible and liable for all obligations under the Contract and the performance of any designated distributor, vendor, reseller, etc. Contractor is also responsible for receiving and processing any Customer purchase order in accordance with the Contract and forwarding of the Purchase Order to the designated distributor, vendor, reseller, etc. to complete the sale or service. H-GAC reserves the right to reject any entity acting on the Contractor’s behalf or refuse to add entities after a contract is awarded.

ARTICLE 21: CHANGE ORDERS AND AMENDMENTS
A. Any alterations, additions, or deletions to the terms of this Master Agreement, which are required by changes in federal or state law or by regulations, are automatically incorporated without written amendment hereto, and shall become effective on the date designated by such law or by regulation.

B. To ensure the legal and effective performance of this Master Agreement, both parties agree that any amendment that affects the performance under this Master Agreement must be mutually agreed upon and that all such amendments must be in writing. After a period of no less than 30 days subsequent to written notice, unless sooner implementation is required by law, such amendments shall have the effect of qualifying the terms of this Master Agreement and shall be binding upon the parties as if written herein.

C. Customers have the right to issue a change order to any purchase orders issued to the Contractor for the purposes of clarification or inclusion of additional specifications, qualifications, conditions, etc. The change order must be in writing and agreed upon by Contractor and the Customer agency prior to issuance of any Change Order. A copy of the Change Order must be provided by the Contractor to, and acknowledged by, H-GAC.

ARTICLE 22: CONTRACT ITEM CHANGES
A. If a manufacturer discontinues a contracted item, that item will automatically be considered deleted from the contract with no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion, to be in the best interests of its Customers.

B. If a manufacturer makes any kind of change in a contracted item which affects the contract price, Contractor must advise H-GAC of the details. H-GAC may allow or reject the change at its sole discretion. If the change is rejected, H-GAC will remove the item from its program and there will be no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item, or take any other action deemed by H-GAC, at its sole discretion, to be in the best interests of its Customers.

C. If a manufacturer makes any change in a contracted item which does not affect the contract price, Contractor shall advise H-GAC of the details. If the 'new' item is equal to or better than the originally contracted item, the 'new' item shall be approved as a replacement. If the change is rejected H-GAC will remove the item from its program and there will be no penalty to Contractor. However, H-GAC may at its sole discretion elect to make a contract award to the next lowest Respondent for the item or may take any other action deemed by H-GAC at its sole discretion, to be in the best interests of its Customers.

D. In the case of specifically identified catalogs or price sheets which have been contracted as base bid items or as published options, routine published changes to products and pricing will be automatically incorporated into the contract. However, Contractor must still provide thirty (30) calendar days written DocuSign Envelope ID: B37FC13E-031F-495B-9226-EE37DAAD442B #12..
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notice and an explanation of the changes to products and pricing. H-GAC will respond with written approval.

ARTICLE 23: CONTRACT PRICE ADJUSTMENTS
Price Decreases
If Contractor’s Direct Cost decreases at any time during the full term of this award, Contractor must immediately pass the decrease on to H-GAC and lower its prices by the amount of the decrease in Direct Cost. (Direct Cost means Contractor’s cost from the manufacturer of any item or if Contractor is the manufacturer, the cost of raw materials required to manufacture the item, plus costs of transportation from manufacturer to Contractor and Contractor to H-GAC. Contractor must notify H-GAC of price decreases in the same way as for price increases set out below. The price decrease shall become effective upon H-GAC’s receipt of Contractor’s notice. If Contractor routinely offers discounted contract pricing, H-GAC may request Contractor accept amended contract pricing equivalent to the routinely discounted pricing
Price Increases
Contractors may request a price increase for items priced as Base Bid items and Published Options after twelve (12) months from the bid opening date of the bid received by H-GAC. The amount of any increase will not exceed actual documented increase in Contractor’s Direct Cost and will not exceed 10% of the previous bid price.

Considerations on the percentage limit will be given if the price increase is the result of increased tariff charges, or other economic factors.

Price Changes
Any permanent increase or decrease in offered pricing for a base contract item or published option is considered a price change. Temporary increases in pricing by whatever name (e.g. ‘surcharge’, ‘adjustment’, ‘equalization charge’, ‘compliance charge’, ‘recovery charge’, etc.), are also considered to be price changes. For published catalogs and price sheets as part of an H-GAC contract, requests to amend the contract to reflect any new published catalog or price sheet must be submitted whenever the manufacturer publishes a new document. The request must include the new catalog or price sheet.

All Products shall, at time of sale, be equipped as required under any then current applicable local, state, and federal government requirements. If, during the course of any contract, changes are made to any government requirements which cause a manufacturer's costs of production to increase, Contractor may increase pricing to the extent of Contractor’s actual cost increase. The increase must be substantiated with support documentation acceptable to H-GAC prior to taking effect. Modifications to a Product required to comply with such requirements which become effective after the date of any sale are the responsibility of the Customer.

Requesting Price Increase/Required Documentation
Contractor must submit a written notification at least thirty (30) calendar days prior to the requested effective date of the change, setting the amount of the increase, along with an itemized list of any increased prices, showing the Contractor’s current price, revised price, the actual dollar difference and the percentage of the price increase by line item. Price change requests must include H-GAC Forms D Offered Item Pricing and E Options Pricing, or the documentation used to submit pricing in the original Response and be supported with substantive documentation (e.g. manufacturer's price increase notices, copies of invoices from suppliers, etc.) clearly showing that Contractor's actual costs have increased per the applicable line-item bid. The Producer Price Index (PPI) may be used as partial justification, subject to approval by H-GAC, but no price increase based solely on an increase in the PPI will be allowed. This documentation should be submitted in Excel format to facilitate analysis and updating of the website. The letter and documentation must be sent to the Bids and Specifications manager, William Burton, at [email protected]
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Review/Approval of Requests
If H-GAC approves the price increase, Contractor will be notified in writing; no price increase will be effective until Contractor receives this notice. If H-GAC does not approve Contractor’s price increase, Contractor may terminate its performance upon sixty (60) days advance written notice to H-GAC, however Contractor must fulfill any outstanding Purchase Orders. Termination of performance is Contractor’s only remedy if H-GAC does not approve the price increase. H-GAC reserves the right to accept or reject any price change request.

ARTICLE 24: DELIVERIES AND SHIPPING TERMS
The Contractor agrees to make deliveries only upon receipt of authorized Customer Purchase Order acknowledged by H-GAC. Delivery made without such Purchase Order will be at Contractor’s risk and will leave H-GAC the option of canceling any contract awarded to the Contractor. The Contractor must secure and deliver any item within five (5) working days, or as agreed to on any corresponding customer Purchase Order.

Shipping must be Freight On Board Destination to the delivery location designated on the Customer purchase order. The Contractor will retain title and control of all goods until delivery is completed and the Customer has accepted the delivery. All risk of transportation and all related charges are the responsibility of the Contractor.

The Customer will notify the Contractor and H-GAC promptly of any damaged goods and will assist the Contractor in arranging for inspection. The Contractor must file all claims for visible or concealed damage.

Unless otherwise stated in the Master Agreement, deliveries must consist only of new and unused merchandise.

ARTICLE 25: RESTOCKING (EXCHANGES AND RETURNS)
There will be no restocking charge to the Customer for return or exchange of any item purchased under the terms of any award. If the Customer wishes to return items purchased under an awarded contract, the Contractor agrees to exchange, these items for other items, with no additional charge incurred. Items must be returned to Contractor within thirty (30) days from date of delivery. If there is a difference in price in the items exchanged, the Contractor must notify H-GAC and invoice Customer for increase price or provide the Customer with a credit or refund for any decrease in price per Customer’s preference. On items returned, a credit or cash refund will be issued by the Contractor to Customer. This return and exchange option will extend for thirty (30) days following the expiration of the term of the Contract. All items returned by the Customer must be unused and in the same merchantable condition as when received. Items that are special ordered may be returned only upon approval of the Contractor.

ARTICLE 26: MANUALS
Each product delivered under contract to any Customer must be delivered with at least one (1) copy of a safety and operating manual and any other technical or maintenance manual. The cost of the manual(s) must be included in the price for the Product offered.

ARTICLE 27: OUT OF STOCK, PRODUCT RECALLS, AND DISCONTINUED PRODUCTS H-GAC does NOT purchase the products sold pursuant to a Solicitation or Master Agreement. Contractor is responsible for ensuring that notices and mailings, such as Out of Stock or Discontinued Notices, Safety Alerts, Safety Recall Notices, and customer surveys, are sent directly to the Customer with a copy sent to H-GAC.

Customer will have the option of accepting any equivalent product or canceling the item from Customer’s Purchase Order. Contractor is not authorized to make substitutions without prior Customer approval.

ARTICLE 28: WARRANTIES, SALES, AND SERVICE
Warranties must be the manufacturer's standard and inclusive of any other warranty requirements stated in the Master Agreement; any warranties offered by a dealer will be in addition to the manufacturer’s standard warranty and will not be a substitute for such. Pricing for any product must be inclusive of the standard warranty.

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Contractor is responsible for the execution and effectiveness of all product warranty requests and any claims, Contractor agrees to respond directly to correct warranty claims and to ensure reconciliation of warranty claims that have been assigned to a third party.

ARTICLE 29: TERMINATION PROCEDURES
The Contractor acknowledges that this Master Agreement may be terminated for Convenience or Default.

H-GAC will not pay for any expenses incurred after the termination date of the contract.

A. Convenience
H-GAC may terminate this Master Agreement at any time, in whole or in part, with or without cause, whenever H-GAC determines that for any reason such termination is in the best interest of H-GAC, by providing thirty (30) days written notice by certified mail to the Contractor. Upon receipt of notice of termination, all services hereunder of the Contractor and its employees and subcontractors shall cease to the extent specified in the notice of termination.

The Contractor may cancel or terminate this Master Agreement upon submission of thirty (30) days written notice, presented to H-GAC via certified mail. The Contractor may not give notice of cancellation after it has received notice of default from H-GAC.

B. Default
H-GAC may, by written notice of default to the Contractor, terminate the whole or any part of the Master Agreement, in any one of the following circumstances:
(1) If the Contractor fails to perform the services herein specified within the time specified herein or any extension thereof; or
(2) If the Contractor fails to perform any of the other provisions of this Agreement for any reason whatsoever, or so fails to make progress or otherwise violates the Agreements that completion of services herein specified within the Agreement term is significantly endangered, and in either of these two instances does not cure such failure within a period of fifteen (15) days (or such longer period of time as may be authorized by H-GAC in writing) after receiving written notice by certified mail of default from H-GAC. (3) In the event of such termination, Contractor will notify H-GAC of any outstanding Purchase Orders and H-GAC will consult with the End User and notify the Contractor to what extent the End User wishes the Contractor to complete the Purchase Order. If Contractor is unable to do so, Contractor may be subject to a claim for damages from H-GAC and/or the End User.

ARTICLE 30: SEVERABILITY
H-GAC and Contractor agree that should any provision of this Master Agreement be determined to be invalid or unenforceable, such determination shall not affect any other term of this Master Agreement, which shall continue in full force and effect.

ARTICLE 31: FORCE MAJEURE
To the extent that either party to this Master Agreement shall be wholly or partially prevented from the performance of any obligation or duty placed on such party by reason of or through strikes, stoppage of labor, riot, fire, flood, acts of war, insurrection, accident, order of any court, act of God, or specific cause reasonably beyond the party's control and not attributable to its neglect or nonfeasance, in such event, the time for the performance of such obligation or duty shall be suspended until such disability to perform is removed. The party affected by the Force Majeure will notify the other within fifteen (15) days. Determination of force majeure shall rest solely with H-GAC.

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ARTICLE 32: CONFLICT OF INTEREST
No officer, member or employee of the Contractor or Contractors subcontractor, no member of the governing body of the Contractor, and no other public officials of the Contractor who exercise any functions or responsibilities in the review or Contractor approval of this Master Agreement, shall participate in any decision relating to this Master Agreement which affects his or her personal interest, or shall have any personal or pecuniary interest, direct or indirect, in this Master Agreement.

A. Conflict of Interest Questionnaire: Chapter 176 of the Texas Local Government Code requires contractors contracting or seeking to contract with H-GAC to file a conflict-of-interest questionnaire (CIQ) if they have an employment or other business relationship with an H-GAC officer or an officer’s close family member. The required questionnaire and instructions are located on the H-GAC website or at the Texas Ethics Commission website https://www.ethics.state.tx.us/forms/CIQ.pdf. H-GAC officers include its Board of Directors and Executive Director, who are listed on this website. Respondent must complete and file a CIQ with the Texas Ethics Commission if an employment or business relationship with H-GAC office or an officer’s close family member as defined in the law exists.

B. Certificate of Interested Parties Form – Form 1295: As required by Section 2252.908 of the Texas Government Code. H-GAC will not enter a Contract with Contractor unless (i) the Contractor submits a disclosure of interested parties form to H-GAC at the time the Contractor submits the contract H-GAC, or (ii) the Contractor is exempt from such requirement. The required form and instructions are located at the Texas Ethics Commission website https://www.ethics.state.tx.us/whatsnew/elf_info_form1295.htm.

Respondents who are awarded a Contract must submit their Form 1295 with the signed Contract to H-GAC.

ARTICLE 33: FEDERAL COMPLIANCE
Contractor agrees to comply with all applicable federal statutes relating to nondiscrimination, labor standards, and environmental compliance. With regards to “Rights to Inventions Made Under a Contract or Master Agreement,” If the Federal award meets the definition of “funding Master Agreement” under 37 CFR § 401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that “funding Master Agreement,” the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Master Agreements,” and any implementing regulations issued by the awarding agency. Contractor agrees to be wholly compliant with the provisions of 2 CFR 200, Appendix II.

Additionally, for work to be performed under the Master Agreement or subcontract thereof, including procurement of materials or leases of equipment, Contractor shall notify each potential subcontractor or supplier of the Contractor's federal compliance obligations. These may include, but are not limited to: (a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352) which prohibits discrimination on the basis of race, color or national origin; (b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§ 1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; (c) the Fair Labor Standards Act of 1938 (29 USC 676 et. seq.), (d) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. § 794), which prohibits discrimination on the basis of handicaps and the Americans with Disabilities Act of 1990; (e) the Age Discrimination in Employment Act of 1967 (29 USC 621 et. seq.) and the Age Discrimination Act of 1974, as amended (42 U.S.C. §§ 6101-6107), which prohibits discrimination on the basis of age; (f) the Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; (g) the Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to the nondiscrimination on the basis of alcohol abuse or alcoholism; (h) §§ 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. 290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; (i) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. § 3601 et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; (j) any other nondiscrimination provisions in any specific statute(s) applicable to any Federal funding for this Master Agreement; (k) the requirements of any other nondiscrimination statute(s) which may apply to this Master DocuSign Envelope ID: B37FC13E-031F-495B-9226-EE37DAAD442B #12..
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Agreement; (l) applicable provisions of the Clean Air Act (42 U.S.C. §7401 et seq.), the Federal Water Pollution Control Act, as amended (33 U.S.C. §1251 et seq.), Section 508 of the Clean Water Act (33 U.S.C. 1368), Executive Order 11738, and the Environmental Protection Agency regulations at 40 CPR Part 15; (m) applicable provisions of the Davis- Bacon Act (40 U.S.C. 276a - 276a-7), the Copeland Act (40 U.S.C. 276c), and the Contract Work Hours and Safety Standards Act (40 U.S.C. 327-332), as set forth in Department of Labor Regulations at 20 CPR 5.5a; (n) the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (P.L. 94-163).

ARTICLE 34: PROHIBITION ON CONTRACTING WITH ENTITIES USING CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE EQUIPMENT (EFFECTIVE AUG. 13, 2020 AND AS AMENDED OCTOBER 26, 2020)
Pursuant to 2 CFR 200.216, Contractor shall not offer equipment, services, or system that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Covered telecommunications equipment or services means 1) telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); 2) for the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); 3) telecommunications or video surveillance services provided by such entities or using such equipment; or 4) telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Respondent must comply with requirements for certifications. The provision at 48 C.F.R Section 52.204-26 requires that offerors review SAM prior to completing their required representations. This rule applies to all acquisitions, including acquisitions at or below the simplified acquisition threshold and to acquisitions of commercial items, including commercially available off the-shelf items.

ARTICLE 35: DOMESTIC PREFERENCE
In accordance with 2 CFR 200.322, as appropriate and to the extent consistent with law, when using federal grant award funds H-GAC should, to the greatest extent practicable, provide a preference for the purchase, acquisition, or use of goods, products, or materials produced in the United States (including but not limited to iron, aluminum, steel, cement, and other manufactured products). H-GAC must include this requirement in all subawards including all contracts and purchase orders for work or products under the federal grant award. If Contractor intends to qualify for Purchase Orders using federal grant money, then it shall work with H-GAC to provide all required certifications and other documentation needed to show compliance.

ARTICLE 36: CRIMINAL PROVISIONS AND SANCTIONS
The Contractor agrees to perform the Master Agreement in conformance with safeguards against fraud and abuse as set forth by the H-GAC, the State of Texas, and the acts and regulations of any related state or federal agency.

The Contractor agrees to promptly notify H-GAC of any actual or suspected fraud, abuse, or other criminal activity through the filing of a written report within twenty-four (24) hours of knowledge thereof. Contractor shall notify H-GAC of any serious accident or incident requiring medical attention arising from its activities under this Master Agreement within twenty-four (24) hours of such occurrence. Theft or willful damage to property on loan to the Contractor from H-GAC, if any, shall be reported to local law enforcement agencies and H-GAC within two (2) hours of discovery of any such act.

The Contractor further agrees to cooperate fully with H-GAC, local law enforcement agencies, the State of Texas, the Federal Bureau of Investigation, and any other duly authorized investigative unit, in carrying out a full investigation of all such incidents.

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The Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against the Contractor pertaining to this Master Agreement or which would adversely affect the Contractor’s ability to perform services under this Master Agreement.

ARTICLE 37: INDEMNIFICATION AND RECOVERY
H-GAC’s liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to its order processing charge. In no event will H-GAC be liable for any loss of use, loss of time, inconvenience, commercial loss, lost profits, or savings or other incidental, special or consequential damages to the full extent such use may be disclaimed by law. Contractor agrees, to the extent permitted by law, to defend and hold harmless H-GAC, its board members, officers, agents, officials, employees, and indemnities from any and all claims, costs, expenses (including reasonable attorney fees), actions, causes of action, judgements, and liens arising as a result of Contractor’s negligent act or omission under this Master Agreement. Contractor shall notify H-GAC of the threat of lawsuit or of any actual suit filed against Contractor relating to this Master Agreement.

ARTICLE 38: LIMITATION OF CONTRACTOR’S LIABILITY
Except as specified in any separate writing between the Contractor and an END USER, Contractor’s total liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, but excluding its obligation to indemnify H-GAC, is limited to the price of the particular products/services sold hereunder, and Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. In no event will Contractor be liable for any loss of use, loss of time, inconvenience, commercial loss, loss of profits or savings or other incidental, special, or consequential damages to the full extent such use may be disclaimed by law. Contractor understands and agrees that it shall be liable to repay and shall repay upon demand to END USER any amounts determined by H-GAC, its independent auditors, or any agency of State or Federal government to have been paid in violation of the terms of this Master Agreement.

ARTICLE 39: TITLES NOT RESTRICTIVE
The titles assigned to the various Articles of this Master Agreement are for convenience only. Titles shall not be considered restrictive of the subject matter of any Article, or part of this Master Agreement.

ARTICLE 40: JOINT WORK PRODUCT
This Master Agreement is the joint work product of H-GAC and the Contractor. This Master Agreement has been negotiated by H-GAC and the Contractor and their respective counsel and shall be fairly interpreted in accordance with its terms and, in the event of any ambiguities, no inferences shall be drawn against any party.

ARTICLE 41: PROCUREMENT OF RECOVERED MATERIAL
H-GAC and the Respondent must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act. The requirements of Section 6002 include: (1) procuring only items designated in guidelines of the Environmental Protection Agency (EPA) at 40 CFR part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; (2) procuring solid waste management services in a manner that maximizes energy and resource recovery; and (3) establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. Pursuant to the Federal Rule above, as required by the Resource Conservation and Recovery Act of 1976 (42 U.S.C. § 6962(c)(3)(A)(i)), Respondent certifies that the percentage of recovered materials content for EPA-designated items to be delivered or used in the performance of the Contract will be at least the amount required by the applicable contract specifications or other contractual requirements.

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ARTICLE 42: COPELAND “ANTI-KICKBACK” ACT
Contractor shall comply with 18 U.S.C. § 874, 40 U.S.C. § 3145, and the requirements of 29 C.F.R. pt. 3 as may be applicable, which are incorporated by reference into the contract. The contractor or subcontractor shall insert in any subcontracts the clause above and such other clauses as appropriate agency instructions require, and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for the compliance by any subcontractor or lower tier subcontractor with all of these contract clauses. A breach of the contract clauses above may be grounds for termination of the Contract, and for debarment as a contractor and subcontractor as provided in 29 C.F.R. § 5.12.

ARTICLE 43: DISCRIMINATION
Respondent and any potential subcontractors shall comply with all Federal statutes relating to nondiscrimination.

These include, but are not limited to:
a) Title VI of the Civil Rights Act of 1964 (P.L. 88-352), which prohibits discrimination on the basis of race, color, or national origin;
b) Title IX of the Education Amendments of 1972, as amended (20 U.S.C. §§1681-1683, and 1685- 1686), which prohibits discrimination on the basis of sex; c) Section 504 of the Rehabilitation Act of 1973, as amended (29 U.S.C. §794), which prohibits discrimination on the basis of handicaps;
d) The Age Discrimination Act of 1975, as amended (42 U.S.C. §§6101- 6107), which prohibits discrimination on the basis of age;
e) The Drug Abuse Office and Treatment Act of 1972 (P.L. 92-255), as amended, relating to nondiscrimination on the basis of drug abuse;
f) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (P.L. 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism;
g) Sections 523 and 527 of the Public Health Service Act of 1912 (42 U.S.C. §§290 dd-3 and 290 ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; h) Title VIII of the Civil Rights Act of 1968 (42 U.S.C. §§3601 et seq.), as amended, relating to nondiscrimination in the sale, rental, or financing of housing; i) Any other nondiscrimination provisions in the specific statute(s) under which application for Federal assistance is being made; and
j) The requirements of any other nondiscrimination statute(s) that may apply to the application.

ARTICLE 44: DRUG FREE WORKPLACE
Contractor must provide a drug-free workplace in accordance with the Drug-Free Workplace Act, as applicable.

For the purposes of this Section, “drug-free” means a worksite at which employees are prohibited from engaging in the unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance. H-GAC may request a copy of this policy.

ARTICLE 45: APPLICABILITY TO SUBCONTRACTORS
Respondent agrees that all contracts it awards pursuant to the contract awarded as a result of this Master Agreement will be bound by the foregoing terms and conditions.

ARTICLE 46: WARRANTY AND COPYRIGHT
Submissions must include all warranty information, including items covered, items excluded, duration, and renewability. Submissions must include proof of licensing if using third party code for programming.

ARTICLE 47: DATA HANDLING AND SECURITY
Unless otherwise agreed upon between Contractor and the End User, it will always be the responsibility of the selected Contractor to manage data transfer and to secure all data appropriately during the project to prevent DocuSign Envelope ID: B37FC13E-031F-495B-9226-EE37DAAD442B #12..
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unauthorized access to all data, products, and deliverables.

ARTICLE 48: DISPUTES
All disputes concerning questions of fact or of law arising under this Master Agreement, which are not addressed within the Whole Master Agreement as defined pursuant to Article 4 hereof, shall be decided by the Executive Director of H-GAC or his designee, who shall reduce his decision to writing and provide notice thereof to the Contractor. The decision of the Executive Director or his designee shall be final and conclusive unless, within thirty (30) days from the date of receipt of such notice, the Contractor requests a rehearing from the Executive Director of H-GAC. In connection with any rehearing under this Article, the Contractor shall be afforded an opportunity to be heard and offer evidence in support of its position. The decision of the Executive Director after any such rehearing shall be final and conclusive. The Contractor may, if it elects to do so, appeal the final and conclusive decision of the Executive Director to a court of competent jurisdiction. Pending final decision of a dispute hereunder, the Contractor shall proceed diligently with the performance of the Master Agreement and in accordance with H-GAC's final decision.

ARTICLE 49: CHOICE OF LAW: VENUE
This Master Agreement shall be governed by the laws of the State of Texas. Venue and jurisdiction of any suit or cause of action arising under or in connection with the Master Agreement shall lie exclusively in Harris County, Texas. Disputes between END USER and Contractor are to be resolved in accordance with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes.

ARTICLE 50: ORDER OF PRIORITY
In the case of any conflict between or within this Master Agreement, the following order of priority shall be utilized: 1) General Provisions, 2) Special Provisions, 3) Scope of Work, and 4) Other Attachments.

ARTICLE 51: WHOLE MASTER AGREEMENT
Please note, this is an H-GAC Master Agreement template and is used for all products and services offered in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed. If this Master Agreement has not been signed by the Contractor within 30 calendar days, this Master Agreement will be automatically voided. The Master General Provisions, Master Special Provisions, and Attachments, as provided herein, constitute the complete Master Agreement between the parties hereto, and supersede any and all oral and written Master Agreements between the parties relating to matters herein. Except as otherwise provided herein, this Master Agreement cannot be modified without written consent of the parties.

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SIGNATURES:

H-GAC and the Contractor have read, agreed, and executed the whole Master Agreement as of the date first written above, as accepted by:

Motorola Solutions, Inc.

Signature $docusign:SignHere::Customer1
Name Neil Thomas

Title Vice President, Western Region
Date $docusign:DateSigned::Customer1
H-GAC
Signature $docusign:SignHere::InternalSigner
Name Chuck Wemple
Title Executive Director
Date $docusign:DateSigned::InternalSi
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H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Contract - Motorola Solutions, Inc. - Public Services - ID: 7290

MOTOROLA SPECIAL PROVISIONS
Please note, this is an H-GAC Master Agreement template and is used for all products and services offered in H-GAC Cooperative Purchasing. Any redlines to this Master Agreement may not be reviewed. Incorporated by attachment, as part of the whole Master Agreement, H-GAC and the Contractor do, hereby agree to the Master Special Provisions as follows:

ARTICLE 1: BIDS/PROPOSALS INCORPORATED
In addition to the whole Master Agreement, the following documents listed in order of priority are incorporated into the Master Agreement by reference: Bid/Proposal Specifications and Contractor’s Response to the Bid/Proposal.

ARTICLE 2: END USER AGREEMENTS (“EUA”)
H-GAC acknowledges that the END USER may choose to enter into an End User Master Agreement (EUA) with the Contractor through this Master Agreement, and that the term of the EUA may exceed the term of the current H-GAC Master Agreement. H-GAC’s acknowledgement is not an endorsement or approval of the End User Master Agreement’s terms and conditions. Contractor agrees not to offer, agree to or accept from the END USER, any terms or conditions that conflict with those in Contractor’s Master Agreement with H-GAC. Contractor affirms that termination of its Master Agreement with H-GAC for any reason shall not result in the termination of any underlying EUA, which shall in each instance, continue pursuant to the EUA’s stated terms and duration. Pursuant to the terms of this Master Agreement, termination of this Master Agreement will disallow the Contractor from entering into any new EUA with END USERS. Applicable H-GAC order processing charges will be due and payable to HGAC on any EUAs, surviving termination of this Master Agreement between H-GAC and Contractor.

ARTICLE 3: MOST FAVORED CUSTOMER CLAUSE
Contractor shall provide its most favorable pricing and terms to H-GAC. If at any time during this Master Agreement, Contractor develops a regularly followed standard procedure of entering into Master Agreements with other governmental customers within the State of Texas, and offers the same or substantially the same products/services offered to H-GAC on a basis that provides prices, warranties, benefits, and or terms more favorable than those provided to H-GAC, Contractor shall notify H-GAC within ten (10) business days thereafter, and this Master Agreement shall be deemed to be automatically retroactively amended, to the effective date of Contractor’s most favorable past Master Agreement with another entity. Contractor shall provide the same prices, warranties, benefits, or terms to H-GAC and its END USER as provided in its most favorable past Master Agreement. H-GAC shall have the right and option at any time to decline to accept any such change, in which case the amendment shall be deemed null and void. If Contractor claims that a more favorable price, warranty, benefit, or term that was charged or offered to another entity during the term of this Master Agreement, does not constitute more favorable treatment, than Contractor shall, within ten (10) business days, notify H-GAC in writing, setting forth the detailed reasons Contractor believes the aforesaid offer is not in fact most favored treatment. H-GAC, after due consideration of Contractor’s written explanation, may decline to accept such explanation and thereupon this Master Agreement between H-GAC and Contractor shall be automatically amended, effective retroactively, to the effective date of the most favored Master Agreement, to DocuSign Envelope ID: B37FC13E-031F-495B-9226-EE37DAAD442B #12..
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provide the same prices, warranties, benefits, or terms to H-GAC and the END USER. This clause shall not be applicable to prices and price adjustments offered by a bidder, proposer, or contractor, which are not within bidder's/proposer’s control [example; a manufacturer's bid concession], or to any prices offered to the Federal Government and its agencies EXCEPTION: This clause shall not be applicable to the sale of large communications systems (one million dollars ($1,000,000.00) and above). The term “Communication Systems” shall refer to a project that includes the sale of infrastructure hardware and/or software, user devices, and Contractor engineering and installation service. The contract for a “Communication System” will always have a Statement of Work and an Acceptance Test Plan. This clause shall also not be applicable to pre-existing contracts Contractor has in the State of Texas. The term ”pre-existing” shall refer to contracts in existence as of the effective date of this Agreement.

ARTICLE 4: PARTY LIABILITY
Contractor’s total liability under this Master Agreement, whether for breach of contract, warranty, negligence, strict liability, in tort or otherwise, is limited to the price of the particular products/services sold hereunder. Contractor agrees either to refund the purchase price or to repair or replace product(s) that are not as warranted. Contractor accepts liability to repay, and shall repay upon demand to END USER, any amounts determined by H-GAC, its independent auditors, or any state or federal agency, to have been paid in violation of the terms of this Master Agreement.

ARTICLE 5: GOVERNING LAW & VENUE
Contractor and H-GAC agree that Contractor will make every reasonable effort to resolve disputes with the END USER in accord with the law and venue rules of the state of purchase. Contractor shall immediately notify H-GAC of such disputes.

ARTICLE 6: SALES AND ORDER PROCESSING CHARGE
Contractor shall sell its products to END USERS based on the pricing and terms of this Master Agreement. H-GAC will invoice Contractor for the applicable order processing charge, which is listed and detailed in the attached “Addendum A” to this contract, when H-GAC receives notification of an END USER order. Contractor shall remit to H-GAC the full amount of the applicable order processing charge, after delivery of any product or service and subsequent END USER acceptance. Payment of the Order Processing Charge shall be remitted from Contractor to H-GAC, within thirty (30) calendar days or ten (10) business days after receipt of an END USER’s payment, whichever comes first, notwithstanding Contractor’s receipt of invoice. For sales made by Contractor based on this Master Agreement, including sales to entities without Interlocal Master Agreements, Contractor shall pay the applicable order processing charges to H-GAC. Further, Contractor agrees to encourage entities who are not members of H-GAC’s Cooperative Purchasing Program to execute an H-GAC Interlocal Master Agreement. H-GAC reserves the right to take appropriate actions including, but not limited to, Master Agreement termination if Contractor fails to promptly remit the appropriate order processing charge to H-GAC. In no event shall H-GAC have any liability to Contractor for any goods or services an END USER procures from Contractor. At all times, Contractor shall remain liable to pay to H-GAC any order processing charges on any portion of the Master Agreement actually performed, and for which compensation was received by Contractor.

ARTICLE 7: LIQUIDATED DAMAGES
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Any liquidated damage terms will be determined between Contractor and END USER at the time an END USER purchase order is placed.

ARTICLE 8: INSURANCE
Unless otherwise stipulated in Section B of the Bid/Proposal Specifications, Contractor must have the following insurance and coverage:
a. General liability insurance with a Single Occurrence limit of $1,000,000.00, and a General Aggregate limit of two times the Single Occurrence limit, including:
i. Product liability insurance with a Single Occurrence limit of $1,000,000.00, and a General Aggregate limit of two times the Single Occurrence limit for all Products except Automotive Fire Apparatus. For Automotive Fire Apparatus, see Section B of the Bid/Proposal Specifications.
b. Property Damage or Destruction insurance is required for coverage of End User owned equipment while in Contractor's possession, custody, or control. The Single Occurrence limit is $500,000.00 and the General Aggregate limit must be two times the Single Occurrence limit. This insurance may be carried in several ways, e.g. under an Inland Marine policy, as art of Automobile coverage, or under a Garage Keepers policy. In any event, this coverage must be specifically and clearly listed on insurance certificate(s) submitted to H-GAC.
c. Insurance coverage shall be in effect for the length of any contract made pursuant to the Bid/Proposal, and for any extensions thereof, plus the number of days/months required to deliver any outstanding order after the close of the contract period. d. PDF Insurance Certificates must be furnished to H-GAC after contract execution and at policy renewal during term of contract, showing Contractor as the insured and showing coverage and limits for the insurances listed above.
e. If any Product(s) or Service(s) will be provided by parties other than Contractor, all such parties are required to carry the insurance coverages specified herein, and if requested by H-GAC, a separate insurance certificate must be submitted for each such party. f. H-GAC reserves the right to contact insurance underwriters to confirm policy and certificate issuance and document accuracy.

ARTICLE 9: PERFORMANCE AND PAYMENT BONDS FOR INDIVIDUAL ORDERS H-GAC’s contractual requirements DO NOT include a Performance & Payment Bond (PPB); therefore, Contractor shall offer pricing that reflects this cost savings. Contractor shall remain prepared to offer a PPB to cover any order if so requested by the END USER. Contractor shall quote a price to END USER for provision of any requested PPB, and agrees to furnish the PPB within ten business (10) days of receipt of END USER's purchase order.

ARTICLE 10: ORDER PROCESSING CHARGE
H-GAC will apply an Order Processing Charge, listed in Addendum A to this contract, for each sale done through the H-GAC contract, with the exception of orders for motor vehicles. Any pricing submitted must include this charge amount per the most current H-GAC schedule. For motor vehicle orders, the Processing Charge is paid by the Customer.

ARTICLE 11: CHANGE OF STATUS
Contractor shall immediately notify H-GAC, in writing, of ANY change in ownership, control, dealership/franchisee status, Motor Vehicle license status, or name. Contractor shall offer written DocuSign Envelope ID: B37FC13E-031F-495B-9226-EE37DAAD442B #12..
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guidance to advise H-GAC if this Master Agreement shall be affected in any way by such change. HGAC shall have the right to determine whether or not such change is acceptable, and to determine what action shall be warranted, up to and including cancellation of Master Agreement.

ARTICLE 12: REQUIREMENTS TO APPLICABLE PHYSICAL GOODS
In the case of physical goods (e.g. equipment, material, supplies, as opposed to services), all Products offered must comply with any applicable provisions of the Texas Business and Commerce Code, Title 1, Chapter 2 and with at least the following:
a. Be new, unused, and not refurbished.
b. Not be a prototype as the general design, operation and performance. This requirement is NOT meant to preclude the Contractor from offering new models or configurations which incorporate improvements in a current design or add functionality, but in which new model or configuration may be new to the marketplace.
c. Include all accessories which may or may not be specifically mentioned in the Master Agreement, but which are normally furnished or necessary to make the Product ready for its intended use upon delivery. Such accessories shall be assembled, installed and adjusted to allow continuous operation of Product at time of delivery.
d. Have assemblies, sub-assemblies and component parts that are standard and interchangeable throughout the entire quantity of a Product as may be purchased simultaneously by any Customer. e. Be designed and constructed using current industry accepted engineering and safety practices, and materials.
f. Be available for inspection at any time prior to or after procurement.

ARTICLE 13: TEXAS MOTOR VEHICLE BOARD LICENSING
All Contractors that deal in motor vehicles shall maintain current licenses that are required by the Texas Motor Vehicle Commission Code. If at any time during this Master Agreement term, any required Contractor license is denied, revoked, or not renewed, Contractor shall be in default of this Master Agreement, unless the Texas Motor Vehicle Board issues a stay or waiver. Contractor shall promptly provide copies of all current applicable Texas Motor Vehicle Board documentation to H-GAC upon request.

ARTICLE 14: INSPECTION/TESTING
All Products sold pursuant to this Master Agreement will be subject to inspection/testing by or at the direction of H-GAC and/or the ordering Customer, either at the delivery destination or the place of manufacture. In the event a Product fails to meet or exceed all requirements of this Master Agreement, and unless otherwise agreed in advance, the cost of any inspection and/or testing, will be the responsibility of the Contractor.

ARTICLE 15: ADDITIONAL REPORTING REQUIREMENTS
Contractor agrees to submit written quarterly reports to H-GAC detailing all transactions during the previous three (3) month period. Reports must include, but are not limited, to the following information:
a. Customer Name
b. Product/Service purchased, including Product Code if applicable c. Customer Purchase Order Number
d. Purchase Order Date
e. Product/Service dollar amount
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f. HGACBuy Order Processing Charge amount
ARTICLE 16: BACKGROUND CHECKS
Cooperative customers may request background checks on any awarded contractor’s employees who will have direct contact with students, or for any other reason they so choose, any may require contractor to pay the cost of obtaining any background information requested by the Customer.

ARTICLE 17: PROHIBITION ON CONTRACTS WITH COMPANIES BOYCOTTING ISRAEL

CERTIFICATION
As required by Chapter 2271 of the Texas Local Government Code the Contractor must verify that it 1) does not boycott Israel; and 2) will not boycott Israel during the term of the Contract. Pursuant to Section 2271.001, Texas Government Code:

1. “Boycott Israel” means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli-controlled territory, but does not include an action made for ordinary business purposes; and

2. “Company” means a for-profit sole proprietorship, organization, association, corporation, partnership, joint venture, limited partnership, limited liability partnership, or any limited liability company, including a wholly owned subsidiary, majority-owned subsidiary, parent company or affiliate of those entities or business associations that exist to make a profit.

ARTICLE 18: NO EXCLUDED NATION OR TERRORIST ORGANIZATION

CERTIFICATION
As required by Chapter 2252 of the Texas Government Code the Contractor must certify that it is not a company engaged in active business operations with Sudan, Iran, or a foreign terrorist organization – specifically, any company identified on a list prepared and maintained by the Texas Comptroller under Texas Government Code §§806.051, 807.051, or 2252.153. (A company that the U.S. Government affirmatively declares to be excluded from its federal sanctions regime relating to Sudan, Iran, or any federal sanctions regime relating to a foreign terrorist organization is not subject to the contract prohibition.)
ARTICLE 19: BUY AMERICA ACT (National School Lunch Program and Breakfast Program) With respect to products purchased by Customers for use in the National School Lunch Program and/or National School Breakfast Program, Contractor shall comply with all federal procurement laws and regulations with respect to such programs, including the Buy American provisions set forth in 7 C.F.R.

Part 210.21(d), to the extent applicable. Contractor agrees to provide all certifications required by Customer regarding such programs.

In the event Contractor or Contractor’s supplier(s) are unable or unwilling to certify compliance with the Buy American Provision, or the applicability of an exception to the Buy American provision, H-GAC Customers may decide not to purchase from Contractor. Additionally, H-GAC Customers may require country of origin on all products and invoices submitted for payment by Contractor, and Contractor agrees to comply with any such requirement.

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ARTICLE 20: BUY AMERICA REQUIREMENT (Applies only to Federally Funded Highway and Transit Projects)
With respect to products purchased by Customer for use in federally funded highway projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 23 U.S.C. Section 313, 23 C.F.R. Section 635.410, as amended, and the Steel and Iron Preference provisions of Texas Transportation Code Section 223.045, to the extent applicable. Contractor agrees to provide all certifications required by Customer regarding such programs.

With respect to products purchased by Customer for use in federally funded transit projects, Contractor shall comply with all federal procurement laws and regulations with respect to such projects, including the Buy American provisions set forth in 49 U.S.C. Section 5323(j)(1), 49 C.F.R. Sections 661.6 or 661.12, to the extent applicable. Contractor agrees to provide all certifications required by Customer regarding such programs. Contractor agrees that the provisions in this Article may be applicable in an End User Agreement.

ARTICLE 21: TITLE VI REQUIREMENTS
H-GAC in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 U.S.C. §§ 2000d to 2000d-4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any disadvantaged business enterprises will be afforded full and fair opportunity to submit in response to this Master Agreement and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award.

ARTICLE 22: EQUAL EMPLOYMENT OPPORTUNITY
Except as otherwise provided under 41 CFR Part 60, all Contracts and Customer Purchase Orders that meet the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 shall be deemed to include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, “Equal Employment Opportunity” (30 FR 12319, 12935, 3 CFR Part, 1964-1965 Comp., pg.339), as amended by Executive Order 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and implementing regulations at 41CFR Part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” The equal opportunity clause provided under 41 CFR 60-1.4(b) is hereby incorporated by reference.

Contractor agrees that such provision applies to any contract that meets the definition of “federally assisted construction contract” in 41 CFR Part 60-1.3 and agrees that it will comply with such provision.

ARTICLE 23: CLEAN AIR AND WATER POLLUTION CONTROL ACT
Customer Purchase Orders using federal funds must contain a provision that requires the Contractor to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387).

Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA).

Pursuant to the Federal Rule above, Contractor certifies that it is in compliance with all applicable provisions of the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387) and will remain in compliance during the term of the Contract.

ARTICLE 24: PREVAILING WAGE
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Contractor and any potential subcontractors have a duty to and shall pay the prevailing wage rate under the Davis-Bacon Act, 40 U.S.C. 276a – 276a-5, as amended, and the regulations adopted thereunder contained in 29 C.F.R. pt. 1 and 5.

ARTICLE 25: CONTRACT WORK HOURS AND SAFETY STANDARDS
As per the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708), where applicable, all Customer Purchase Orders in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours.

Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous, or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence.

ARTICLE 26: PROFIT AS A SEPARATE ELEMENT OF PRICE
For purchases using federal funds in excess of $150,000, a Customer may be required to negotiate profit as a separate element of the price. See, 2 CFR 200.323(b). Contractor agrees to provide information and negotiate with the Customer regarding profit as a separate element of the price for the purchase.

Contractor also agrees that the total price, including profit, charged by Contractor to Customer will not exceed the awarded pricing, including any applicable discount, under any awarded contract. Contractor agrees that the provisions in this Article may be applicable in an End User Agreement.

ARTICLE 27: BYRD ANTI-LOBBYING AMENDMENT
Byrd Anti-Lobbying Amendment (31U.S.C. 1352) – Contractors that apply or bid for an award exceeding $100,000 must file the required anti-lobbying certification. Each tier must certify to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with nonFederal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier, up to the Customer. As applicable, Contractor agrees to file all certifications and disclosures required by, and otherwise comply with, the Byrd Anti-Lobbying Amendment (31 USC 1352).Contractor certifies that it is currently in compliance with all applicable provisions of the Byrd Anti-Lobbying Amendment (31 U.S.C. 1352) and will continue to be in compliance throughout the term of the Contract and further certifies that:

1. No Federal appropriated funds have been paid or will be paid by or on behalf of the Contractor, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal Grant, the making of a Federal Loan, the entering into a cooperative Master Agreement, and the extension, DocuSign Envelope ID: B37FC13E-031F-495B-9226-EE37DAAD442B #12..
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continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative Master Agreement.

2. If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing, or attempting to influence, an officer or employee of a Member of Congress in connection with a Federal contract, grant, loan, or cooperative Master Agreement, Contractor shall complete and submit Standard Form – LLL, “Disclosure Form to Report Lobbying”, in accordance with its instructions.

3. Contractor shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative Master Agreements) and that all subcontractors shall certify and disclose accordingly.

This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certificate is a prerequisite for making or entering into this transaction imposed by Section 1352, title 31, U.S. Code. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure.

ARTICLE 28: COMPLIANCE WITH EPA REGULATIONS APPLICABLE TO GRANTS,

SUBGRANTS, COOPERATIVE MASTER AGREEMENTS, AND CONTRACTS Contractor agrees to comply with all applicable standards, orders, regulations, and/or requirements issued pursuant to the Clean Air Act of 1970, as amended (42 U.S.C. 1857(h)), Section 508 of the Clean Water Act, as amended (13 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15.

ARTICLE 29: COMPLIANCE WITH ENERGY POLICY AND CONSERVATION ACT Contractor agrees to comply with applicable mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (Pub. L. 94-163, 89 Stat. 871).

DocuSign Envelope ID: B37FC13E-031F-495B-9226-EE37DAAD442B #12..
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Addendum A- Applicable Order Processing Charge
Excerpt from page 6 of RFP #RA05-21:

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Line Item
Reference
Number
Product Code
Product Summary
(detailing the items, equipment and/or
services being offered for the specific
product code)
Manufacturer Vendor Item Description Bid Price
1 PA
Mobile and Portable radios and accessories
Base Stations and accessories
Radio Trunked Systems
Dispatch Consoles
Mobile Data Systems
Mobile Data Subscribers
Mobile Computing Devices
Broadband Wireless Mesh Infrastructure
and Subscribers
Video and Biometrics
Radio Infrastructure (Towers, Shelters,
UPSs and Generators)
Broadband and LTE Equipment/Services
Next Gen 911 Equipment/Services
Intelligent Led Policing
Real Time Crime Center/ Video Solutions
CAD and Records Management
Biometrics Applications
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Per the RFP Motorola has included an
Electronics Catalogue (PCAT file of .pdf's) file
in lieu of listing each individual product and its
options. In addition, a discount APC sheet is
attached in the pricing section and used to
calculate all individual prices within the PCAT
file.

APC Summary Provided
Below.

Motorola also offers an extensive on-line
program called My View Portal that allows
each H-GAC end user to check specific
contract pricing, place orders, and check
shipping estimates in addition to invoice
history. The on-line tool is the most advanced
of its kind in the Communications Industry.
2 PB Integrated Command Control Equipment
System Integration Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Per the RFP Motorola has included an
Electronics Catalogue (PCAT file of .pdf's) file
in lieu of listing each individual product and its
options. In addition, a discount APC sheet is
attached in the pricing section and used to
calculate all individual prices within the PCAT
file.

APC Summary Provided
Below.

Motorola also offers an extensive on-line
program called My View Portal that allows
each H-GAC end user to check specific
contract pricing, place orders, and check
shipping estimates in addition to invoice
history. The on-line tool is the most advanced
of its kind in the Communications Industry.

Attachment A
Motorola Solutions Inc.

Radio Communications/Emergency Response Equipment
Contract No.: RA05-21
DocuSign Envelope ID: B37FC13E-031F-495B-9226-EE37DAAD442B #12..
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3 PC
Emergency Trailers
System Integration Services
Command Vehicles
Integrated Emergency Operations Center
Incident Command Systems
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Per the RFP Motorola has included an
Electronics Catalogue (PCAT file of .pdf's) file
in lieu of listing each individual product and its
options. In addition, a discount APC sheet is
attached in the pricing section and used to
calculate all individual prices within the PCAT
file.

APC Summary Provided
Below.

Motorola also offers an extensive on-line
program called My View Portal that allows
each H-GAC end user to check specific
contract pricing, place orders, and check
shipping estimates in addition to invoice
history. The on-line tool is the most advanced
of its kind in the Communications Industry.
4 PD
Project Management
System Technologist
Training
Advanced Services
Video and Network Management
Testing
Civil Work (Soil grading, fencing, grub
work, etc...)
Tower Services (concrete/foundation
work, documentation, civil work, etc..)
Network Services for all category
technologies
Cloud Services and Associated Integration
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Motorola offers wide range of services
including Integration, Installation and
Training. The cost of these services is regional
in nature. Samples below are listed for
reference only.

APC Summary Provided
Below.

Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Project Management Daily Rate* $2,072 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners System Technologist Daily Rate* $2,072 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Standard Shop Installation: Hourly Rate* $150 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Standard Shop Installation: Daily Rate* $1,200 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Mobile Radio Installation* $180-$600 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Radio Programming* $55-$125 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Data Installation* $180-$600 *Prices may vary by Region and Stated Scope.

Travel Not Included.

Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners NG9-1-1 Consulting Services-Daily Rate* $1,900 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Security Project/Program Management-Daily Rate* $1,900
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Wireless Security Technician-Daily Rate* $1,900

MOTOROLA INTEGRATION SERVICES - LMR
Motorola offers wide range of services including Integration, Installation and Training. The cost of these services is regional in nature. Samples below are listed for reference only.

MOTOROLA INTEGRATION SERVICES - ADVANCED SERVICES
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Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Security Penetration Tester (Wired Network)- Daily Rate* $1,900
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Security Trainer-Daily Rate* $1,650 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Application Security Code Reviewer-Daily Rate* $2,100 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners IT Incident Response and E-Discovery AssistanceDaily Rate* $1,900 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners IT Disaster Recovery Planner-Daily Rate* $1,900 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners IT Disaster Recovery Plan Tester-Daily Rate* $1,900 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Business Continuity/Continuity of Government Planner-Daily Rate* $1,900
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Business Continuity/Continuity of Government Plan Tester-Daily Rate* $1,900
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Mobile Application Services Project ManagementDaily Rate* $750 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Mobile Application Services Solution AchitechDaily Rate* $2,100 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Mobile Application Services Application and Solution Design-Daily Rate* $2,100
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Mobile Application Services Application and Solution Implementation-Daily Rate* $2,100
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Application Integration and Customization Services Project Management-Daily Rate* $1,694
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Application Integration and Customization Services Solution Achitech-Daily Rate* $2,100
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Application Integration and Customization
Services Application and Solution Design-Daily
Rate*
$2,100
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Application Integration and Customization
Services Application and Solution ImplementationDaily Rate*$1,694 Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Unified Communications Services Project Management-Daily Rate* $1,900
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Unified Communications Services Application and Solution Design-Daily Rate* $2,100
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Unified Communications Services Application and Solution Implementation-Daily Rate* $1,900
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Consulting Services Project Management-Daily Rate* $1,900
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Consulting Services Internet Protocol Network Assessment-Daily Rate* $2,100
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Consulting Services IP Network Design and Integration-Daily Rate* $2,033
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Consulting Services IP Wide Area Network Backhaul Design and Integration-Daily Rate* $2,100
Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Consulting Services Customer Network Interface Design and Integration-Daily Rate* $2,100
6 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO Dispatch Support 42 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO SUA Upgrade Operations Support 43 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO SUA Field Service Support

APC SUMMARY
DocuSign Envelope ID: B37FC13E-031F-495B-9226-EE37DAAD442B #12..
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127 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Motorola Shop Services 135 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Drop Ship Freight 185 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Motorola Subscriber Services 208 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Motorola Project Management Services 231 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Motorola Partner Maintenance Support 290 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Motorola Warranty Services 298 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO System Essential Support 306 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Site Development Services 348 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO System Premier Support 373 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO System Advanced Support 390 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO System Manager Support 427 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners 3rd Party Services 431 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Motorola Device Management Support - Essential
519 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO Security Monitoring Support 560 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO System Update Service Remote Patching Support
561 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO Network Monitoring Support 670 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Asset Management Service 700 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Motorola Device Management Support - Advanced
701 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Motorola Device Management Support - Premier 724 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Motorola APX Next Management Support - Advanced
769 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO Preventative Maintenance Support 772 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO Technical Support 814 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO Cyber Security Assessment Support 823 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO SUA Hardware & Software Support 847 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Lunarline Cyber Security Services 848 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Lunarline Cyber Security Monitoring 859 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Delta Risk Cyber Security Services 882 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO On-Site Support 929 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO Infrastructure Repair Support DocuSign Envelope ID: B37FC13E-031F-495B-9226-EE37DAAD442B #12..
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943 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO SUA Training Service Support 948 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners 3rd Party Maintenance Support 969 System Integration & Support Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners ASTRO System Update Service Local Patching Support
901 Lifecycle Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Migration Assurance Program 902 Lifecycle Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners SMA 903 Lifecycle Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners SUA, SUA II 904 Lifecycle Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners SUS 905 Lifecycle Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners SA 390 Professional Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Performance Management Reports 659 Professional Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners NG-911 659 Professional Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Security, IP Networking 670 Professional Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners SI 842 Professional Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners 311 Software 561 Service/Maintenance Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Network Monitoring 769 Service/Maintenance Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Network Preventive Maintenance & Onsite Infrastructure Response
769 Service/Maintenance Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners SUAII 772 Service/Maintenance Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Technical Support 929 Service/Maintenance Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Services 206 Service/Maintenance Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Subscriber Repair 293 Service/Maintenance Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Services/Training 17 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners PremierOne CAD Delivery Services 30 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Flex CAD Delivery Services 79 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Situational Awareness Delivery Services 86 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Emergency Notification Delivery Services 90 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners PremierOne Records Delivery Services 97 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Flex Records Delivery Services 99 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Flex Jail Delivery Services 141 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Digital Evidence Delivery Services 168 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Kodiak Delivery Services DocuSign Envelope ID: B37FC13E-031F-495B-9226-EE37DAAD442B #12..
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327 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners CAD Mobile Delivery Services 331 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners CAD Suite Deployment 473 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Spillman Delivery Services 586 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners CallWorks Delivery Services 639 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Critical Connect Delivery Services 634 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Situational Awareness 3rd Party HW and SW or just HW
572 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Situational Awareness 3rd Party HW and SW or just HW
141 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Interface SA 144 Software SI Delivery Services Motorola Solutions, Inc. Motorola Solutions, Inc. and Partners Professional Services, Training Analytics Plus Only
DocuSign Envelope ID: B37FC13E-031F-495B-9226-EE37DAAD442B Motorola Solutions' Offered Items Pricing (Catalog/ Price Book) is available on-line at: https://www.hgacbuy.org/media/hgacbuy/catalogs/RA05-21/Motorola-Solutions.zip #12..
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H-GAC
Houston-Galveston Area Council
P.O. Box 22777 · 3555 Timmons · Houston, Texas 77227-2777 Cooperative Agreement - Extension - Motorola Solutions, Inc. - Public Services - ID: 12884 Revised 19Mar2024
EXTENSION No. 2 to CONTRACT No. RA05-21
For
Radio Communications/Emergency Response & Mobile Interoperability Equipment Between

HOUSTON-GALVESTON AREA COUNCIL
And
Motorola Solutions, Inc.

THIS AMENDMENT modifies the above referenced Contract as follows:

Contract is extended through Jul 31 2025 Midnight CST or the effective date of the contracts resulting from the most recently awarded Request For Proposal (RFP) for Radio Communications/Emergency Response & Mobile Interoperability Equipment, whichever occurs first.

Unless otherwise noted, this amendment goes into effect on the date signed by H-GAC. All other terms and conditions of this Contract shall remain unchanged and in full force and effect.

IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their respective duly authorized representatives.

Signed for: Houston-Galveston Area Council $docusign:SignHere::InternalSigner Chuck Wemple
Executive Director
Date: $docusign:DateSigned::InternalSigner
Signed for: Motorola Solutions, Inc.

Printed Name:

Title:
$docusign:SignHere::Customer1
Scott Lees
Vice President-Western Division
Date: $docusign:DateSigned::Customer1
Docusign Envelope ID: 5349F1D3-A9E6-4CAE-9484-4CA5D72FECEA 7/30/2024
7/30/2024
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

December 10, 2024
Date: November 18, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jeremy Rogers, CPRE, Director of Parks, Recreation and Neighborhoods SUBJECT: Parks and Recreation Master Plan Award of Agreement CONTACT: Diane Sheatsley, Administrative Analyst II, [email protected], 209-577-5418
DESCRIPTION:

Consider approving an Agreement with Berry, Dunn, McNeil, & Parker LLC, Portland, ME, to prepare the Parks and Recreation Master Plan for total amount not to exceed $421,685. (Funding Source: Measure H)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

The City has a strong commitment to provide fair and just access to high-quality parks, green space, recreation facilities and programs for all members of the community. Modesto’s existing park infrastructure and recreational facilities have a high level of deferred maintenance and in many cases are not sufficiently meeting the needs of the community and requiring rehabilitation, relocation and or redesign to meet current and future recreational needs and community priorities. In addition, the City is growing and in need of park development standards to ensure that new development meets the needs of current and future residents of Modesto.

The City’s Parks, Recreation and Neighborhoods Department currently is comprised of 72.75 full-time employees and over 300 part-time employees. The department is organized into five (5) divisions: Administration & Facilities, Park Operations, Parks Planning & Development, Recreation & Neighborhood Services, and Cultural Services. The divisions do not stand-alone and work closely together to bring quality parks, programming and services to the community.  Administration & Facilities: Responsible for the overall administration of the Department, special projects, and the management and operation of the Modesto Centre Plaza (convention center), John Thurman Field (minor league baseball stadium), and two municipal golf courses.
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City Council, December 10, 2024
Parks & Recreation Master Plan Award of Agreement

 Park Operations: Responsible for maintaining all (75) City parks, recreation trails, recreation facilities, pools, splash pads, open space areas, paved sidewalk, ballfields, tennis courts, play areas, restrooms, and picnic areas. It oversees Mary Grogan Soccer Complex, the City’s landscaping contract with Grover Landscaping, and provides vegetation management including establishing fire breaks, and abatement (weeds, tagging, illegal dumping, and homeless) services throughout the City.  Parks Planning & Development: Provides current and future planning for parks and facilities, including park renovations and new construction projects. It prepares and submits most of the Department’s applications for State and Federal capital improvement grant funding requests, oversees management of the Tuolumne River Regional Park Joint Power Agreement, and the City’s “Park Partners Program” which offers community groups the opportunity to partner with the Department to make improvements to their neighborhood parks and amenities. Furthermore, the Division provides landscape and irrigation construction plan review and inspections services for commercial and residential development. Note – this division is in the process of being moved to the Engineering Services Department.
 Recreation and Neighborhood Services: Plans and operates all the recreational programming and hosts many large-scale community events throughout the year with participation ranging from 300-25,000 per event. The guest services team coordinates reservable park, facility, and field rentals as well as class registrations for all recreation programs and activities. The division offers a wide variety of volunteer opportunities that foster civic pride and are centered on neighborhood engagement, cultural awareness, and community partnerships.
 Cultural Services Division: Manages, programs, and operates the McHenry Museum and McHenry Mansion in addition to providing administrative oversight of the Culture Commission.

A Parks and Recreation Master Plan is a tool which guides governing agencies in decisionmaking related to parks and recreation planning, maintenance, programming, and funding on a long-term basis. A Master Plan is an initial requirement to apply for the National Recreation and Park Association’s (NRPA) Commission for Accreditation of Park and Recreation Agencies (CAPRA). Master Plans assist in aligning park and recreation services with national standards and industry trends. A comprehensive Master Plan will provide a clear set of goals, policies and standards for an agency’s park system, green space, trails, recreation facilities, maintenance, and recreational program development for the future.

DISCUSSION:

Currently the City’s Parks, Recreation and Neighborhoods Department serves the citizens of Modesto by taking a hands-on approach to the development and maintenance of community destinations, attractions, and overall planning and maintenance of the City’s park and trail systems. Furthermore, it maintains, operates or manages its recreational programming, community centers, active neighborhood engagement, and a variety of cultural events. What the department does not have is a Master Plan.

As the first part in the accreditation process towards service excellence, Measure H funding was budgeted in the Fiscal Year 2024-2025 Operating Budget to complete the Parks and Recreation Master Plan (PR Master Plan). On July 16, 2024, the City issued a Request for Proposals (INF RFP PPD24-22) for a concise, user-friendly Master Plan that will establish a framework for decision-makers in the planning, programming, operation, maintenance and development of #13..
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City Council, December 10, 2024
Parks & Recreation Master Plan Award of Agreement

Modesto’s parks, recreation areas, open space, trails, and recreation facilities over the next ten (10) years.

The ideal PR Master Plan will be comprehensive in nature and include significant public outreach and inclusive engagement with the Modesto community. It will require multiple studies and analyses to identify parks, recreation, facility, trail and open space resources, deficiencies and opportunities. The ideal consultant is expected to maintain an open dialogue with staff and work closely with the City’s project team to ensure the PR Master Plan reflects the vision and priorities of the City and its citizens.

On August 20, 2024, the City received seven (7) proposals for the PR Master Plan. A consultant selection committee was formed and included Jeremy Rogers – Director of Parks, Recreation and Neighborhoods, Jason Garcia – Park Operations Supervisor, Stephanie Navarro – Recreation Supervisor, Ken Peterson – Senior Landscape Architect, Diane Sheatsley – Administrative Analyst II, Allison Van Guilder – Deputy City Manager, and Chris Ricci – Councilmember, District 3. The selection committee met to review and rank the proposals received. Interviews with the top three (3) firms were held on October 3, 2024. The selection committee determined that the firm of Berry, Dunn, McNeil, and Parker LLC (BerryDunn) was the best qualified to complete the project. BerryDunn’s scope of work includes multiple phases and deliverables and is expected to take a minimum of twelve months to complete.

Phase Deliverables
1 – Discovery Project Work Plan & Schedule
Master Plan Vision & Goals
2 – Evaluate Existing Conditions Inventory Atlas
Recreation Analysis
Level of Service Analysis
Survey Report & Analysis
3 – Evaluate Staffing Structure Organizational Analysis 4 – 2023 Fund Development Plan
Implementation
5 – Outreach & Engagements Detailed Engagement Strategy 6 – Community Needs Assessment Gaps Analysis & Needs Assessment 7 - Recommendations
8 – Prepare Final Plan Draft Parks and Recreation Master Plan Final Parks and Recreation Master Plan
Based on the results of the RFP, staff recommends the Council approve an agreement with Berry, Dunn, McNeil, & Park LLC, a Maine Limited Liability Company in the amount of $383,350 to complete the Parks and Recreation Master Plan.

In addition, staff recommends Council approve a 10% additional services budget in the amount of $38,335 to allow for additional services that may be required due to unforeseen conditions, delays or expenses for an agreement total not to exceed $421,685. This additional services budget does not commit the City to spend the additional funding but allows the Department Director to approve change orders up to the additional services limit, without further council action.
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City Council, December 10, 2024
Parks & Recreation Master Plan Award of Agreement

In accordance with Modesto Municipal Code Section 8-3.204(a), “Exceptions to Formal Bidding Requirements,” Agreements for Professional Services are exempt from the bidding requirements of Modesto Municipal Code 8-3.203 if competitive quotations or proposals have been sought informally from at least three (3) qualified entities. The approval for the Parks and Recreation Master Plan to Berry, Dunn, McNeil, and Parker conforms to Modesto Municipal Code 8-3.204, subsection (a) as they are providing professional services and at least three informal proposals were obtained.

FISCAL IMPACT:

Measure H funding for the Parks and Recreation Master Plan is budgeted in Project #101607 – Parks Master Plan.

Anticipated Agreement Expenses:

Consulting Services $383,350
10% Contingency $ 38,335
Total Not to Exceed $421,685
COMMITTEE RECOMMENDATION:

This agenda item was previously heard by the Safety & Communities Committee on November 18, 2024, which unanimously approved it be forwarded to Council for approval.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving an Agreement with Berry, Dunn, McNeil, & Parker LLC, Portland, ME, to prepare the Parks and Recreation Master Plan for an amount of $383,350, plus $38,335 for additional services, if needed, for an Agreement total amount not to exceed $421,685, and authorizing the City Manager, or his designee, to execute the Agreement.

Approved by:

Jeremy Rogers, CPRE
Director of Parks, Recreation & Neighborhoods
Joseph P. Lopez, City Manager
Attachment:

1. Resolution

2. Standard Agreement

3. INF RFP-PPD24-22
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12/10/2024/PRND/Rogers/ 1 2024-

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING AN AGREEMENT WITH BERRY, DUNN,

MCNEIL, AND PARKER, LLC, PORTLAND, ME, TO PREPARE THE PARKS AND RECREATION MASTER PLAN FOR AN AMOUNT OF $383,350, PLUS $38,335 FOR ADDITIONAL SERVICES, IF NEEDED, FOR AN AGREEMENT TOTAL AMOUNT NOT TO EXCEED $421,685, AND AUTHORIZING THE

CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT WHEREAS, the City has a strong commitment to provide fair and just access to high-quality parks, green space, recreation facilities and programs, for all members of the community; and
WHEREAS, Modesto’s existing park infrastructure and recreational facilities have a high level of deferred maintenance and require rehabilitation, relocation, or redesign to meet current and future recreational needs and community priorities; and WHEREAS, by Resolution No. 2024-190, Council approved Measure H funding to complete a Parks and Recreation Master Plan (PRMP); and WHEREAS the PRMP will guide decision-making related to parks and recreation planning, maintenance, and funding; align services with national standards and industry trends; fulfill national accreditation prerequisites; and set goals, policies and standards for future park, facility and program development over the next ten years; and WHEREAS, on July 16, 2024, the City issued a Request for Proposal (INF RFPPPD24-22) for the preparation of a Parks and Recreation Master Plan; and WHEREAS, seven proposals were received; three firms interviewed; and one firm selected; and
WHEREAS, the proposal and interview from Berry, Dunn, McNeil, and Park LLC, was found to be responsive and responsible; and
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12/10/2024/PRND/Rogers/ 2 2024-
WHEREAS, the Agreement shall be in the amount of $383,350, plus ten percent (10%) contingency of $38,335 for additional services if needed, for a total Agreement amount to not exceed $421,685; and
WHEREAS, on November 18, 2024, the Safety and Communities Committee recommended the award of the Agreement for the preparation of the Parks and Recreation Master Plan to Berry, Dunn, McNeil, and Parker, LLC, be forwarded to Council for approval; and
WHEREAS, the award of the Agreement for the preparation of the Parks and Recreation Master Plan to Berry, Dunn, McNeil, and Parker, LLC., conforms to Modesto Municipal Code 8-3.204(a), “Exemptions to Formal Bidding Requirements”, as agreements for Professional Services are exempt from the bidding requirements of Modesto Municipal Code 8-3.203 if competitive quotations or proposals have been sought informally from at least three (3) qualified entities.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby awards the Agreement with Berry Dunn, McNeil, and Parker LLC, Portland Me, to prepare the Parks and Recreation Master Plan for an amount of $383,350, plus $38,335 for additional services, if needed, for an Agreement total amount not to exceed $421,685.

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. #13..
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12/10/2024/PRND/Rogers/ 3 2024-
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of December, 2024, by Councilmember ?, who moved its adoption, which motion being duly seconded by Councilmember ?, was upon roll call carried and the resolution adopted by the following vote:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ______________________________

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

By: __________________________________
JOSE M. SANCHEZ, City Attorney
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1 STANDARD AGREEMENT

FOR CONSULTANT SERVICES
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 Berry, Dunn, McNeil & Parker, LLC, a Maine limited liability company, hereinafter referred to as "Consultant" (each sometimes referred to as “Party” and collectively referred to as “Parties”).

This Agreement is made with regard to the following recitals:

A. The City has determined that a Parks and Recreation Master Plan should be prepared; and
D. Consultant represents that it is qualified, willing and able to provide the services to prepare said document(s).

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

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the preparation of the scope of work as prepared by Consultant and set forth and described in the documents attached hereto and referred to as “Exhibit A" or "Project in a manner and according to the standards of the profession in which the Consultant is engaged. #13..
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2 2. TERM OF AGREEMENT.

This Agreement is effective as of the Effective Date and will continue in effect until City's acceptance of and payment for all services authorized by City and performed by Consultant, unless terminated earlier in accordance with the provisions of Section 15 of this Agreement.

City hereby gives Consultant notice to proceed with the preparation of the project in the manner described in Exhibit "A", as of the Effective Date of this Agreement. Consultant shall diligently proceed with the preparation of the project and agrees to complete said preparation within the time period set forth in Exhibit A.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed $383,350 (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials called for in Exhibit A and for performance by Consultant of all of its duties and obligations under this Agreement.

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

City shall pay Consultant on a firm-fixed fee basis for Consultant’s actual costs for all work called for in Exhibit A of this Agreement. The firm-fixed fee is inclusive of all travel, reimbursables, and deliverables per each task. Consultant shall submit monthly invoices to City which shall include a brief description of the services provided and percentage of Scope of Work completed to date.

Additional services may be authorized by the Parks, Recreation and Neighborhoods Department Director in an amount up to, but not to exceed 10% of #13..
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3 the agreed maximum compensation, or $38,335. In the event that additional services are deemed necessary, the Consultant shall provide a written request to the Director indicating the reason for additional work, scope and cost of such work. The Director shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the Director. In that event, the new total compensation shall not exceed $421,685. If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved prior to commencing the work.

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.

Consultant has represented to City that Art Thatcher, will be the person primarily responsible for the performance of the services referred to in this #13..
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4 Agreement. City has entered into this Agreement in reliance on that representation by Consultant. Consultant therefore agrees that Art Thatcher shall commit thirty percent (30%) or more of the time to be devoted to the project that is the subject of this Agreement will be that of the above-named person.

6. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.

Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the City, and may be used by City as it may require without any additional cost to City. No reports shall be used by the Consultant for purposes other than this contract without the express prior written consent of City.

Title to Data
If, as a part of this 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 this Agreement.

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

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

8. 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 contract 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.

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 #13..
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6 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. #13..
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7 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.

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 #13..
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8 confirmation of receipt); or (b) by facsimile, provided that such transmission is followed by delivery by an overnight courier service which obtains confirmation of receipt; or (c) postage prepaid, return receipt requested, certified mail; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:

FOR CONSULTANT: Name: BerryDunn
Address: 2211 Congress Street
Portland, ME, 04102
Attention: Art Thatcher, Project Manager
Phone: (757) 592-3103
Email: [email protected]
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Jeremy Rogers, CPRP
Phone: (209) 577-5347
Email: [email protected]

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.
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9 In the event the certificates of insurance required hereunder do not provide for notice of cancellation to the certificate holder and/or additional insureds, the Consultant shall provide, and shall require its subcontractors to provide, as an express condition precedent to payment hereunder, an endorsement from their insurers providing that the additional insureds identified herein shall be provided 30 days notice of the cancellation on the policies of insurance required hereunder (10 days notice if the policies are cancelled for non-payment of premium). In addition, the named insured on all such policies shall provide to the additional insureds identified herein any notices of cancellation of said insurance policies within 5 business days of receipt of such notice.

The Consultant shall, as a further express condition precedent to payment for work performed, affirm under penalty of perjury that the required insurance on the project remains in place and said insurance has not been cancelled. (a) Worker's Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000.
(b) General Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. This insurance shall indicate on the certificate of insurance the following coverages and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent consultants and subcontractors; products and completed operations as applicable. #13..
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10 (c) Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. This insurance shall cover any automobile for bodily injury and property damage. (d) Professional Liability insurance with a minimum limit of $1,000,000 per claim and policy aggregate. If coverage is on a claims made basis it shall be maintained for at least three (3) years following completion of the work.

If at any time any of said policies shall be unsatisfactory to the City, as to form or substance, or if a company issuing such policy shall be unsatisfactory to the City, the Consultant shall promptly obtain a new policy, submit the same to the Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the Consultant to furnish, deliver or maintain such insurance and certificates as above provided, this Agreement, at the election of the City, may be forthwith declared suspended or terminated. Failure of the Consultant to obtain and/or maintain any required insurance shall not relieve the Consultant from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the Consultant concerning indemnification. The City, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation and Professional Liability. The Workers' Compensation insurer shall agree to waive all rights of subrogation against the City, its agents, officers, employees, and volunteers for losses arising from work performed by Consultant for the City. The Consultant's insurance policy(ies) shall include a provision that the coverage is primary as respects the City; shall include no special limitations to coverage provided to additional insured; #13..
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11 and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the Risk Manager. The Consultant must deliver certificates evidencing existence of the insurance listed above to the City prior to the time the contract is signed.

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

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

15. TERMINATION OF AGREEMENT.

Termination 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 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 #13..
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12 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 will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such subconsultants, but in no event shall recovery by any Consultant or subconsultant include lost profits for portions of the Work not completed or undertaken, including materials not delivered;
d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the Consultant in performing the Work whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City;
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13 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:
(a) The cost of settling and paying valid claims arising out of the termination of the Work such as subconsultant agreements or contracts for materials; (b) The Agreement price allocable to the portion of the Work properly performed or goods supplied to the work site by the Consultant as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the Consultant.
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14 16. 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 that in no event shall exceed the Consultant’s proportionate level of fault, arising directly 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.

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, #13..
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15 enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract 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, 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. #13..
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16 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.

26. CITY BUSINESS LICENSE.
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17 Consultant shall have a City of Modesto business license for the entirety of the term of this Agreement.

27. NON-DISCRIMINATION CLAUSE.

During the performance of this Contract, Consultant and its subconsultant shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

Consultant shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract. #13..
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18 IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement in duplicate 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 Berry, Dunn, McNeil & Parker, LLC, a Maine limited liability company has caused this agreement to be duly executed in duplicate as of the Effective Date. #13..
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Exhibit “A”
Scope of Work
City of Modesto
Parks and Recreation Master Plan
(From proposal dated August 20, 2024)
Exhibit “A” -1-
Below and on the following pages, we present our work plan to achieve the City’s goals and develop a plan that allows the City to achieve a commitment to provide fair and just access to high-quality parks, green space, recreation facilities, and programs. This plan will serve as the City’s inaugural Parks and Recreation Plan and will offer implementable recommendations for the future.

Phase 1: Discovery
 1.1 Develop a Project Work Plan and Schedule.

We will develop a Project Work Plan and Schedule, which will outline our communication and scope; review a timeline to schedule project meetings; and confirm stakeholder groups. In addition, the Project Work Plan will incorporate agreed-upon procedures between BerryDunn and the City related to project control, including quality management and deliverable submission/acceptance management.
• Deliverable 1: Project Work Plan and Schedule
 1.2 Facilitate a Kickoff Presentation.

We will conduct an on-site kickoff workshop with the City’s project team that will serve as an opportunity to introduce our project team members, discuss project goals, present our project approach and methodology, review the final schedule of key project dates, and answer any questions. While on-site, we will also tour relevant areas of the system to assess physical resources, user experience, and staff environments. At this meeting, we will establish a Master Plan Vision and Goals.
• Deliverable 2: Master Plan Vision and Goals
 1.3 Analyze Demographics and Population Projections.

We will conduct a demographic analysis and market profile of the City. Our team will utilize all information available from previous planning efforts, Stanislaus County, the U.S. Census Bureau, Esri, and other national and local sources.
 1.4 Analyze Trends.

Our team will lead a strategic trends analysis that will consider demographic shifts and their impact on future parks, waterways, open space, and trails provisions. This analysis will identify interest and participation levels for a variety of activities and assess how services are provided through both administrative and planning trends.
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Exhibit “A”
Scope of Work
City of Modesto
Parks and Recreation Master Plan
(From proposal dated August 20, 2024)
Exhibit “A” -2-
Phase 2: Evaluate Existing Conditions
 2.1 Conduct a Data Review.

We will submit an information request to the City’s project team to gather applicable documents and data. We may request recent and current planning work, including:
• General Plan
• Individual park master plans
• Budgets, work plans, staffing plans, and other relevant documents  2.2 Conduct Facility Inventory and Resource Mapping.

Our team will utilize all available base geographic information systems (GIS) materials to compile an updated assessment of parks and recreation amenities within the City. We will supplement the inventory with various tasks including, but not limited to research, mapping, and personal inspection and conditions of parks and recreation facilities and assets as needed.

We will collect and classify park components. By combining these metrics with demographics information and findings from other tasks, we will tailor our deliverables to target City-specific issues, needs, and community goals.
 Deliverable 3: Inventory Atlas
 2.3 Prepare an Inventory and Analysis of Programs.

We will develop an inventory of existing programs and subsequently compare the inventory to feedback from community engagement. This will help ensure program offerings are aligned appropriately with community needs. The program and services inventory will be matched up to the inventory and analysis to help ensure there are appropriate spaces for the future program menu.

The analysis process will begin with an interactive workshop with City staff to review issues, challenges, strengths, and weaknesses of programs and services. An inventory of core programs will be developed and analyzed according to program life cycle distribution, gap analysis, and age segment analysis.

We will review program performance trends and consider their impact on the City, and we will conduct a participation analysis and financial performance review. Based on our data review, we will develop mapping visuals illustrating where the City’s programs and services are offered.  Deliverable 4: Recreation Analysis
 2.4 Evaluate Level of Service.

Using the City’s demographic profile, stakeholder engagement results, and inventory, we will assess the quality and quantity of parks and recreation programs, facilities, and amenities. We will evaluate the adequacy based on size and location in relation to existing and future population. We will also make recommendations for minimizing duplication and/or enhancing possibilities for collaborative partnerships where appropriate.
 Deliverable 5: Level of Service Analysis
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Exhibit “A”
Scope of Work
City of Modesto
Parks and Recreation Master Plan
(From proposal dated August 20, 2024)
Exhibit “A” -3-
 2.5 Conduct Benchmarking and National Comparisons.

To help ensure the City and its community have a clear understanding of the key topics and trends influencing the next several years, we will look at comparative trends and available benchmarks for financial sustainability, asset management, programs and services, and related planning aspects using NRPA benchmarks. Additional topics may be identified to help understand and prioritize other community concerns, including but not limited to sustainability and resilience, social equity and affordability, and other industry trends.  2.6 Identify Potential Partners.

Our team will include alternative providers of parks and recreation assets and programming in the inventory. We will use this information and results of the community engagement to identify potential partners in the Modesto community.
 2.7 Identify Cultural, Recreation, and Sports Tourism Opportunities.

We have worked with multiple communities with a significant tourist population, and we understand how high-quality parks, recreation, and cultural assets can attract visitors. We will use the results of the inventory and needs assessment to identify potential opportunities to draw in tourists for sports tournaments, cultural programming, and recreation opportunities.  2.8 Conduct a Statistically Valid Survey.

BerryDunn is a strong proponent of including surveys as part of all planning projects to accurately reflect the quantitative needs of a community. A statistically valid survey is the only defensible mechanism that provides feedback from non- users, who are most likely taxpayers.

We will work with ETC to create a survey to be mailed to a representative sample of households within the City with an online, open link survey for people who did not receive the survey in the mail.

The survey will provide critical information in determining community values, satisfaction levels, needs and priorities, preferred marketing channels, level of awareness, current usage levels, and demographic information for long-range planning efforts. • Deliverable 6: Survey Report and Analysis
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Exhibit “A”
Scope of Work
City of Modesto
Parks and Recreation Master Plan
(From proposal dated August 20, 2024)
Exhibit “A” -4-
Phase 3: Evaluate Staffing Structure
 3.1. Develop an Organizational Assessment.

The BerryDunn team will assess the general organizational performance of the City’s Parks, Recreation, and Neighborhoods Department to look for potential efficiencies, including an analysis of current policies, procedures, processes, and business planning efforts. We will also analyze available previous planning efforts, historical perspective of parks, recreation, trails, and open space in the community, customer satisfaction, retention, and other performance indicators. This process will help to ensure an efficient organization of City resources. From this assessment, we will recommend changes in the current structure and help the City maintain appropriate staffing levels for future growth.
 Deliverable 7: Organizational Analysis
Phase 4: 2023 Plan Implementation
 4.1 Incorporate the 2023 Fund Development Plan and Implementation Strategy.

Our team will assess relevant information from the 2023 Park and Recreation Fund Development Plan and evaluate it alongside results from Phases 1-3. We will then recommend future steps for the Department to implement the plan. BerryDunn completed this project, and Art Thatcher led its development.

Phase 5: Outreach and Engagement
 5.1 Conduct status update meetings.

We will conduct monthly status update meetings with the City’s project manager to communicate current and anticipated project management needs, provide updates on project progress and the schedule, and discuss potential risks and issues.
 5.2 Create a Detailed Engagement Strategy.

To reach a broader section of community members, we have proposed a hybrid approach for this master planning project. We chose this approach for the following reasons:
• An interactive, virtual project site can give residents a “home base” to give opinions and check on ongoing events. This consistent access to project communication will support our stated goal to engage the community throughout the engagement. • In-person events will play a key role in reaching disconnected community groups or groups with limited access to technology.
• Multiple channels of engagement will support efforts to include users and non-users within the City’s system.

As we develop a Detailed Engagement Strategy with the City we will discuss both virtual and inperson options, identify and describe methods of community involvement, identify key stakeholders, create a schedule for public input events and surveys, develop a schedule for the promotion and #13..
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Exhibit “A”
Scope of Work
City of Modesto
Parks and Recreation Master Plan
(From proposal dated August 20, 2024)
Exhibit “A” -5-
coordination of stakeholder input events, and identify specific stakeholder interview and focus group questions.
 Deliverable 8: Detailed Engagement Strategy
 5.3 Develop a Project Website and Engagement Portal.

We will work with City staff to create a customized project website to inform the community and provide a means to share valuable input. We will collaboratively determine which tools will best serve the desired outreach outcomes. We look forward to discussing and customizing this site to reflect the needs and desires, goals and objectives, and community culture.

Note: Our team will plan to maintain the project website throughout the planning process to keep residents and staff up to date on project progress and promote any participatory events.  5.4 Conduct Internal Leader and Staff Activities.

Internal engagement with the City will include interviews and focus groups with leadership, management, and staff to conduct fact-finding activities, focusing on recreation programs, services, and facility operations.

Staff perspectives are extremely important, and our approach intentionally involves staff throughout the entire process, as they will have responsibility for implementing the recommendations.  5.5 Facilitate Stakeholder Meetings.

To gather information related to needs and interests, we will hold meetings with key stakeholders composed of community leaders from the City, school district representatives, user groups, homeowner associations, neighborhood associations, friends groups, alternative providers, and other groups or individuals as identified.
 5.6 Host Public Input Sessions.

Our team will facilitate a combination of in-person and virtual public focus groups for a total of eight to collect input from key community stakeholders. We will seek input from businesses, nonprofits, public agencies, and volunteer partners, as well as any neighborhood alliances and representatives. Further, we will routinely reach out to representatives of identified underrepresented population groups.

The assigned groups, community activities, and locations are suggestions; we anticipate working with the City to identify which groups and individuals will participate in engagement activities. We can also host pop-up engagement with booths at City events, if needed. We will discuss the final public input strategy during kickoff.
 5.7 Meet With City Advisory Committees and Council.

Throughout the course of the Parks and Recreation Master Plan, we will meet with interested City advisory committees and the City Council. We will facilitate a total of 10 meetings with these groups including presentations of the draft and final documents. #13..
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Exhibit “A”
Scope of Work
City of Modesto
Parks and Recreation Master Plan
(From proposal dated August 20, 2024)
Exhibit “A” -6-
Phase 6: Community Needs Assessment
 6.1 Prepare a Maintenance Assessment.

We will assess the performance of City parks and recreation properties and facilities to look for potential efficiencies, including identifying deferred maintenance, assessing future maintenance, repair, or enhancement needs, and identifying current maintenance policies and protocols. This process will help ensure efficient organization of City resources. Among the key activities of an effective planning process is the intentional effort to analyze the operational structure of the system related to maintenance. We will assess the City’s maintenance capacity, synergies, efficiencies, growth areas, and other important characteristics that can be enhanced or improved.
 6.2 Analyze Financial and Funding Resources.

BerryDunn will conduct an overview analysis of existing funding to understand how the City is meeting current needs and based on recommended improvements, determine if current funding sources are sufficient for both capital and operational costs. Based on the strategic recommendations that arise out of the needs assessment, we will identify probable operating, maintenance, and capital costs and recommendations for potential funding sources and mechanisms for the next 10 years.

BerryDunn brings extensive experience in evaluating options for alternative funding. Alternative funding typically includes grants, donor programs, and/or partnerships. Our project team will identify key partners in the area through the planning process and can provide management recommendations to enhance this potential funding area.

Note: This task does not include procurement of alternative funding, but this can be addressed separately if desired.
 6.3 Analyze Fee System.

Our project team will interview staff and stakeholders and review applicable fee schedules and budgets. We will use this information to assess the City’s fees and charges for activities, programs, and services as they relate to expenditures and revenue requirements. We will examine the customer service culture, complete a personnel analysis, and develop an initial cost of service model. Our goal will be to identify key direct and indirect resources related to service delivery. We will then project full cost of all City activities, programs, and services, and where applicable any additional services the City provides. We will develop recommendations and cost recovery targets consistent with revenue requirements and expense projections.  6.4 Identify Opportunities to Enhance the System.

Using results of the level of service analysis, we will identify opportunities to enhance the system with public art and technology. We will also evaluate the system in relation to demographics and make recommendations for enhancing equitable service delivery across the system. #13..
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Exhibit “A”
Scope of Work
City of Modesto
Parks and Recreation Master Plan
(From proposal dated August 20, 2024)
Exhibit “A” -7-
 6.5 Assess Gaps.

We will analyze the information on usage, needs, desires, operations, maintenance, land use trends, and make recommendations. We will identify areas of service shortfalls and projected impact of future trends. We will include programs and amenities offered by alternative providers into this analysis.
 Deliverable 9: Gaps Analysis and Needs Assessment
Phase 7: Recommendations
 7.1 Compile and Present Findings.

We will compile initial findings from the inventory, demographics, and needs assessments and prepare a summary findings presentation for staff, City leadership, decision makers, other stakeholders, and the public to validate the accuracy of the findings. During this stage, we will confirm that all information identified and collected thus far is correct, and we will ask all stakeholders to share any additional issues or opportunities for consideration as we prepare to move forward into analysis and recommendations.
 7.2 Develop Goals, Objectives, and an Action Plan.

Following the workshops and public presentation, we will develop Goals, Objectives, and an Action Plan. The Action Plan will contain action steps, mission and vision, strategic themes and objectives, key performance indicators, and mid- and long-term initiatives. The plan will also present prioritized strategic initiatives based on input from the workshops, aligned with a clear timeline for implementation. Our prioritization work will also include the cut sheets outlining facility, open space, capital development, and land acquisition methodology recommendations.

Recommendations will be partially based on results of the statistically valid survey to support them.
 7.3 Prepare Park Development Standards.

We will evaluate the City’s existing park development standards. Using information from Phases 1-6, we will make recommendations to update them.
 7.4 Prepare Park Maintenance Standards.

Our team will use the results of the inventory, benchmarking assessment, and maintenance analysis to develop park maintenance standards.
 7.5 Prepare a Capital Improvement Plan.

Our team will develop the Capital Improvement Plan (CIP) including development of a long-range prioritized capital projects list and recommendations for developing a capital replacement program.

The CIP development will incorporate identified priorities for parkland acquisitions, as well as current capital costs for components and elements provided by BerryDunn as recommendations in the Master Plan.
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Exhibit “A”
Scope of Work
City of Modesto
Parks and Recreation Master Plan
(From proposal dated August 20, 2024)
Exhibit “A” -8-
Phase 8: Prepare Final Plan
 8.1 Prepare a Draft Plan.

We will summarize and synthesize all research and stakeholder input and develop recommendations and priorities into a Draft Parks and Recreation Master Plan. We will work with the City’s project team to prioritize recommendations, balancing needs and cost/benefit analyses, capacity of the City, and potential budgetary realities. The result will be a set of recommendations phased into immediate, near-term, and long-term time frames that address goals and action strategies.
• Deliverable 10: Draft Parks and Recreation Master Plan  8.2 Facilitate Review Sessions.

We will present the Draft Parks and Recreation Master Plan for review at 30%, 60%, and 90%. We will also present the Draft Parks and Recreation Master Plan to City advisory committees for review.
 8.3 Deliver a Final Presentation.

We will present the updated Parks and Recreation Master Plan to City leadership and advisory boards to provide an opportunity for them to ask questions and request final edits.  8.4 Finalize the Plan.

After implementing edits and submitting to the City’s for review after our presentation, we will develop the Final Parks and Recreation Master Plan. The final plan will be placed on the City’s website for public access, and we will encourage additional public announcement and communication with residents about ongoing implementation updates to continue progress toward the City’s desired future.
• Deliverable 12: Final Parks and Recreation Master Plan #13..
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Exhibit “A”
Scope of Work
City of Modesto
Parks and Recreation Master Plan
(From proposal dated August 20, 2024)
Exhibit “A” -9-
TASK SCHEDULE.

Below, we provide our anticipated schedule for completing the City’s requested scope of work. We expect this project to take approximately 12 months, and we look forward to working in collaboration with the City to formalize this schedule. We are happy to expedite or elongate this process as necessary to accommodate the City’s needs while maintaining momentum throughout the work effort #13..
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Exhibit “A”
Scope of Work
City of Modesto
Parks and Recreation Master Plan
(From proposal dated August 20, 2024)
Exhibit “A” -10-
FEES.

The following chart presents our proposed costs for completing the City’s requested scope of work. We propose a firm fixed-fee, inclusive of all time, materials, and travel. If additional time or on-site work is required to deliver the proposed scope of services, we are committed to delivery at that level with no cost to the City.

These costs were developed based on the following factors:
 Our detailed work plan narrative presented in our proposal.  Our staffing plan and resource allocation, which provides the City with the appropriate number of resources and the ideal level of expertise to complete the tasks defined in the RFP.  Our experience conducting projects of similar scope and size. #13..
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Exhibit “B”
Fee Schedule
City of Modesto
Parks and Recreation Master Plan
Exhibit “A” -1-
Additional services may be authorized by the Parks, Recreation and Neighborhoods Department Director in an amount up to, but not to exceed 10% of the agreed maximum compensation, or $38,335. In the event that additional services are deemed necessary and approved by the Director, the additional services will be billed at the hourly rate set forth below:

Hourly Rate: $298
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Parks, Recreation and Neighborhoods Department
1010 Tenth Street, Suite 4400
Modesto, California 95354
209.577.5344
Modestogov.com
INF RFP PPD24-22 Request for Proposals (RFP):

Parks and Recreation Master Plan for City of Modesto
Proposal Release: July 16, 2024
Proposal Due: Tuesday, August 20, 2024 by 11:00AM
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Dear Prospective Consultant:

The City of Modesto (City) seeks the services of a highly qualified consulting firm (Consultant) with proven expertise in recreation facility planning, recreation program assessment, community outreach, financial analysis, department policies and procedures analysis, and organizational analysis, to prepare a comprehensive Parks and Recreation Master Plan (Master Plan). The City currently does not have a Parks and Recreation Master Plan. The City seeks a concise, user-friendly Master Plan that will establish a framework for decision-makers in the planning, programming, operation, maintenance and development of Modesto’s parks, recreation areas, open space, trails, and recreation facilities over the next ten (10) years.

Comprehensive public outreach and inclusive engagement with the Modesto community will be a fundamental component of this Master Plan. A strategic priority for the City is to practice respect, equity, and inclusion citywide. The City desires a Master Plan that reflects the needs and desires of all members of the community. Consultants responding to this Request for Proposals (RFP) must demonstrate an ability to effectively engage all populations in this project.

If you wish to be considered for this work, please submit five-(5) hardcopies of your proposal, one-(1) flash drive duplicate digital copy of your proposal and (1) sealed cost proposal to be delivered to the City by 11:00AM, Tuesday, August 20, 2024 to:

City of Modesto
City Clerk’s Office on behalf of the Parks, Recreation and Neighborhoods Department Attention: Jeremy Rogers, Director
1010 Tenth Street, 6th Floor, Suite 6600
Modesto, California 95354
A selection committee will evaluate all Proposals submitted; however, the RFP does not commit the City to award a subsequent Agreement for Consultant Services, to pay for any costs incurred in preparation or presentation of the Proposal, or to procure a contract for services. Following the selection committee’s evaluation of the Proposals, interviews may be conducted, and your firm may be contacted to schedule an interview date. Afterwards, the City may select a consultant to proceed with the Master Plan. The selection criteria for evaluating the submitted documents are included in this RFP.

This RFP contains specific instructions and requirements for preparing and submitting a Proposal. Due to scheduling, requests to meet with City staff to discuss the request for proposal will not be considered. #13..
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PROJECT BACKGROUND
The City of Modesto was founded as one of the San Joaquin Valley’s railroad towns in 1870 and has a current population of about 220,000 residents. Modesto is the seat of and largest city within Stanislaus County encompassing a total incorporated area of 37 square miles and has a total Urban Area General Plan area of 66.7 square miles. Modesto is a relatively young and diverse community with an average age under 35 years. From 2012 to 2017 Modesto grew about 5%; a healthy manageable rate. The city’s population growth has been concurrent with faster job growth; between 2012 and 2017 the percentage of the population employed rose from 82% to over 90%. Businesses are prospering with commercial and industrial vacancy rates at historic lows. The city of “Water, Wealth, Contentment, and Health” is a proud community motto.

Modesto is a desirable community to live that has something to offer everyone: a vibrant downtown, unique neighborhoods, historic architecture, family-friendly parks, thriving urban forest and active citizenry with abundant community traditions and multi-cultural vibes. The quality of life in Modesto is one of its most attractive features. Many urbanites have relocated to this welcoming community for its variety of amenities, reasonable housing prices, reputable school districts, and access to open spaces.

Modesto is close to Yosemite National Park, Northern California coastal resort communities, San Francisco, Sacramento, the state’s world-famous wine country, and numerous popular venues for outdoor recreation. Winter sports opportunities are also within an easy drive of the city. Modesto serves as an entertainment center for the Central Valley with a variety of venues, including the Gallo Center for the Arts, the Modesto Symphony Orchestra, and a Class A baseball team.

Modesto is twice blessed with year-round mild weather and some of the world’s richest agricultural soils. Agricultural contributions from the local area include almonds, apricots, tomatoes, peaches, walnuts, and poultry products.

Modesto offers the diversity of a larger metropolitan city (Ethnicity: 45% Hispanic, 38% White, 8% Asian, 5% Black or African American, 3% Multiracial, 0.5% American Indian and 0.5% Pacific Islander) yet maintains a small-town character of hospitality and affordability without the commute or congestion of other urban centers.

A full-service city, Modesto has a total 2025 proposed budget of $579 million and employs 1,453 fulltime employees. Modesto is a Charter City that is governed by a Council-Manager form of government.

The Modesto City Council consists of seven members, including the mayor, all elected for four-year overlapping terms.

The City Council appoints the City Manager, who serves as the Chief Executive Officer overseeing all departments. The City Manager delegates hiring responsibilities and supplemental duties to ten Department Directors in the areas of:
• Community and Economic Development
• Parks, Recreation, and Neighborhoods
• Finance
• Information Technology
• Public Works
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• Utilities
• Engineering Services
• Human Resources
• Police
• Fire
The Parks, Recreation, and Neighborhoods Department serves the citizens of Modesto through planning and maintaining quality recreational programming, community centers, active neighborhood engagement, and a variety of cultural awareness events. Furthermore, the Department takes a hands-on approach to development and maintenance of community destinations, attractions, and overall planning of the city’s vibrant parks and trail systems. The Department offers numerous services and programs based on the following guiding principles: accessibility, inclusivity, affordability, equity, diversity, sustainability, and flexibility.

Within the City’s Park and trail system are seventy-five (75) community, neighborhood, and regional parks and over seventeen (17) miles of trails. No matter where you are in Modesto, you can find yourself within ½ mile of a city park. The City’s parks feature many different amenities, including an outdoor amphitheater, playgrounds, picnic pavilions, ballfields, soccer fields, basketball courts, tennis courts, pickleball courts, volleyball courts, skate parks, dog parks, splash pads, disc golf course, horseshoe pits, and wading pool.

The City has two financial assistance programs. The first is Leisure Bucks – A financial assistance program, funded through proceeds from the annual Modesto Spirit of Giving 5k Run, for low-income youth, disabled adults, and seniors. The second is the Parks Partners Program – A program to assist in Community-initiated projects at City parks and facilities.

The Department consists of five (5) Divisions as outlined below:

Department Administration & Facilities Division:

The Administration and Facilities Division is responsible for the overall administration of the Department, facilities management, and guest services. It oversees the management and operation of the Modesto Centre Plaza (convention center), John Thurman Field (minor league baseball stadium), and two municipal golf courses. The guest services team coordinates reservable park, facility, and field rentals as well as class registrations for all recreation programs and activities.

Recreation and Neighborhood Services Division:

The Recreation and Neighborhood Services Division plans and operates all the recreational programming within the Department, additionally hosting several large-scale community events throughout the year. Popular events include the Spirit of Giving Run (marathon), Celebration of Lights (holiday) Parade, Breakfast with Santa, and Summer Kick-Off (aquatic party). Community participation ranges from (300-25,000) + per event. This Division also offers a wide variety of volunteer opportunities that foster civic pride and are centered on neighborhood engagement, cultural awareness, and community partnerships. Each year, over (3,500) volunteers assist the City with organized special events, park, trail, habitat and river clean-ups, and tagging abatement projects. #13..
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Park Operations Division:

The Park Operations Division is responsible for maintaining all (75) City parks, recreation trails, recreation facilities, pools, splash pads, open space areas, paved sidewalk, ballfields, tennis courts, play areas, restrooms, and picnic areas. Division staff prepare park sites daily for picnic and sport field rentals and provide preparation and clean-up services for select community events. The Division oversees the City’s landscaping contract with Grover Landscaping Incorporated. In addition, the Division provides vegetation management including establishing fire breaks, and abatement (weeds, tagging, illegal dumping, and homeless) services throughout the City.

Parks Planning & Development Division:

The Parks Planning & Development Division provides current and future planning for parks and facilities, including park renovations and new construction projects. The Division prepares and submits most of the Department’s applications for State and Federal capital improvement grant funding requests, oversees management of the Tuolumne River Regional Park Joint Power Agreement, and oversees the City’s “Park Partners Program” which offers community groups the opportunity to partner with the Department to make improvements to their neighborhood parks and amenities. Furthermore, the Division provides landscape and irrigation construction plan review and inspections services for commercial and residential development.

Cultural Services Division:

The Cultural Services Division manages, programs, and operates the McHenry Museum and McHenry Mansion in addition to providing administrative oversight of the Culture Commission. The Culture Commission is a Citizen’s Advisory Board that provides input regarding cultural resources within the city.

Several of the Department’s larger facilities, parks and programs are listed below:

Modesto Centre Plaza:

The Modesto Centre Plaza is a full-service convention center with over 22,000 square feet of meeting space. The facility hosted a pre-pandemic average of 400 events and draws thousands of visitors to downtown Modesto annually with a wide range of special events, conferences, conventions, and trade shows. Additionally, Modesto Centre Plaza is widely used by non-profit organizations throughout the region, as it currently offers a reduced rental rate for non-profit groups.

McHenry Mansion & McHenry Museum:

These historic properties provide an educational opportunity to step back in time to the early days of Modesto and Stanislaus County. The McHenry Mansion is the restored home of Robert McHenry. The home was built in 1883 and is recognized as one of the finest homes in Stanislaus County. The McHenry Museum, housed in the old McHenry Library, contains exhibits that tell stories from bygone eras. Both facilities are in downtown Modesto and are open for tours, field trips, and available for private rental.

Golf Courses:

The City owns and operates two 18-hole courses - Dryden Park Golf Course and Creekside Golf Course.

The City additionally owns a 9-hole municipal golf course parcel, but this course has been closed since March 2020.
• The Dryden Park Golf Course consists of a 6,574-yard golf course built on 140 acres in the late 1950’s. It is adjacent to the Tuolumne River Regional Park with river views. The course appeals #13..
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to golfers of all levels from beginner to expert and has medium-size tees, average-width treelined fairways, and medium to large greens. It features a full-service driving range and practice putting and pitching greens. Dryden averaged 30,500 rounds over the last three fiscal years.

The clubhouse was damaged by fire and was demolished, a new full-service clubhouse is anticipated to begin construction by Spring 2025.
• Creekside Golf Course opened for play in September 1991, measuring approximately 6,800 yards and built on 160 acres. Creekside has three lakes, undulating greens, large tees, narrow fairways, and many sand traps. The course appeals to all levels of golfers from beginner to expert. A portion of the course is located near the Dry Creek Regional Park and Trail. Creekside has averaged 48,000 rounds over the last three fiscal years.

John Thurman Field:

John Thurman Field is a professional league baseball stadium, and home to the Modesto Nuts single “A” minor league baseball team. The latest full renovation of the facility was in 1997, but there have been numerous portions of the facility that have been repaired or replaced since 1997. The facility was constructed in 1955 and holds up to 7,000 people for special events. The facility is currently operated by the Modesto Nuts, owned by the Seattle Mariners.

Tuolumne River Regional Park (TRRP):

TRRP consists of over 500 acres of parkland that runs through Modesto along seven river miles of the Tuolumne River from the Mitchell Road Bridge on the eastern edge to the Carpenter Road Bridge on the western edge. TRRP is maintained and operated through a joint-powers agreement between the three partner agencies (City of Modesto, City of Ceres, and Stanislaus County), with the City of Modesto being the Managing Partner. Five major areas make up TRRP including the Legion Park/Airport Area, the Gateway Parcel, Mancini Park, the Dryden Park Golf Course Area, and the Carpenter Road Area. TRRP is a regional recreation destination. The park boasts large tree-shaded group picnic areas, sports fields, bicycle and walking paths, fishing access, and open space available to house large community or private events. The city is currently in the process of updating the TRRP Master Plan (expected completion early 2025) and this document will inform the Parks and Recreation Master Plan.

Community Centers:

The Recreation Division offers extensive programming and recreational opportunities at the Maddux Youth Center, Modesto Senior Citizens Center, and Neighborhood Center at Marshall Park. These community centers serve over 1,000 participants per month and operate safe, fun, and educational activities in a controlled environment. Additionally, the Department operates the King-Kennedy Memorial Center and the Airport Neighborhood Community Center in partnership with other community non-profit groups.

Child Services and After School Program:

The Recreation Division offers a wide variety of classes and activities for children. Adaptive programming for those with special needs is also offered. In addition, the Department partners with Modesto City Schools to operate after school programming for students at several local schools each school day.

Sports & Aquatics:

Programming, such as competitive and coed recreational softball leagues. The Junior Giants youth baseball and Kidz Love Soccer youth programs are just some of the sports programming offered. The Department’s Learn-to-Swim programs and senior/disabled swim programs are offered year-round in #13..
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addition to summer recreational swim. Modesto is a lead agency in the County offering American Red Cross Lifeguard Training, Advanced First Aid, and CPR Certification courses to the public to have trained and qualified aquatic professionals to keep our pools safe.

Mary Grogan Park Soccer Complex:

This modern sports complex boasts three synthetic turf and four grass turf lighted soccer fields. The complex is home to dozens of regional, state, and national soccer tournaments and special events. Free access to the facility is available to the community to play soccer midweek and fee-based reservations are available for leagues and organizations.

The Department offers rental of the following parks and facilities for community and private use:
• Boy Scout Clubhouse
• Horseshoe Pits
• Maddux Youth Center
• Mancini Bowl Amphitheater
• Mary Grogan Soccer Complex
• McHenry Mansion
• McHenry Museum
• Modesto Centre Plaza
• Community Parks
• Community Park Picnic Pavilions
• Senior Citizens Center
• Soccer Fields
• Soft & Hard Ballfields
• Tennis Courts
• Pickleball Courts
• Volleyball Courts
• Wading Pool
The Department offers a wide variety of classes and recreational programming including:
• Active Older Adults
• After School Programs
• Adaptive Recreation
• Aquatics
• Archery
• Art
• Computer Programming
• CSI Crime Solving Institute
• Dance
• Drivers Education
• Family Movie Nights
• Health & Fitness
• Sports
• STEM
• Virtual
• Youth Programs
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In 2022, Modesto voters passed Measure H, a 1% sales tax measure, adding approximately $42 million annually to the City’s general fund. The new Parks and Recreation Master Plan will play an integral role in planning, maintaining, and operating the City’s facilities and programs in the future.

The Parks, Recreation, and Neighborhoods Department has a staff of approximately seventy-two (72) full-time and three hundred (300) part-time employees with a 2024/25 proposed operating budget of $25.8 million, and an annual revenue of about $9 million, of which $2.3 million is dedicated Measure H funding. This is an exciting time in Modesto with the opportunity to build on existing facilities and programs that contribute to the mission of the Department to provide innovative recreational experiences and social enrichment opportunities for people of all ages and cultures, in a variety of safe and attractive parks, trails, landscapes, and facilities.

The City of Modesto does not have a current Parks and Recreation Master Plan. Following the passing of Measure H, additional funding has become available to make systematic improvements to the Department and its facilities, thus there is a huge need to prepare a Master Plan.

The Parks and Recreation Master Plan is one of several recent or active planning initiatives that the City has undertaken. A Facility Condition Assessment was recently completed to inventory, assess the condition, identify corrective actions, and forecast replacement of systems and components at all the City buildings. This document will be a key reference for the Master Plan.

The City is also in the process of updating its Urban Area General Plan which should be completed by Fall 2026. The selected Consultant will need to consider and coordinate with these and other studies to ensure that the findings and recommendations in the Parks and Recreation Master Plan consider and/or are compatible with other planning initiatives citywide.

PROJECT DESCRIPTION / SCOPE OF WORK
The City of Modesto is seeking proposals from qualified consulting firms to provide services to the community to develop a Comprehensive Parks and Recreation Master Plan. The City has a strong commitment to provide fair and just access to high-quality parks, green space, recreation facilities and programs for all members of the community and this Master Plan will help the City achieve this commitment. The consultant will collect and analyze data to develop a clear set of goals, policies and standards for the community’s park system, green space, trails, recreation facilities, maintenance, and program development for the next ten (10) years. The consultant will work closely with City staff and the community in preparing the Parks and Recreation Master Plan.

Modesto’s existing park infrastructure and recreational facilities have a high level of deferred maintenance and in many cases are not sufficiently meeting the needs of the community and requiring rehabilitation, relocation and or redesign to meet current and future recreational needs and community priorities. In addition, the City is growing, and is in need of park development standards to ensure that new development meets the needs of current and future residents of Modesto. The Parks and Recreation Master Plan is intended as a tool to be used to guide City decision-making related to parks and recreation planning, maintenance, programming, and funding on a long-term basis. The Master Plan shall achieve the following results, which are all described in more detail later in this RFP:
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• Establish Vision, Goals & Objectives to create a Parks and Recreation Master Plan that is viable for at least ten (10) years.
• Evaluate existing conditions of parks and facilities, incorporating related City planning documents.
• Evaluate current staff structure.
• Incorporate the 2023 Parks and Recreation Fund Development Plan and Implementation Strategy.
• Outreach to community and stakeholders through various formats and with specific stakeholders based on geographical location, feasibility, or cultural groups. • Complete a needs assessment including a gap analysis. • Develop recommendations through documentation of the priorities and interests of community and staff.
• Prepare a Parks and Recreation Master Plan Document that serves as a guide for future parks and recreation needs in Modesto.

The Master Plan will require a broad system assessment, including citywide evaluation and inventory to identify parks, recreation, facility, trail and open space resources, deficiencies, and opportunities. The selected Consultant will be expected to maintain an open dialogue with staff and to work closely with the City’s project team (Project Team) to ensure the Master Plan reflects the vision and priorities of the City and its citizens.

The following description of the scope of services is not definitive, it is intended to serve as a guide to illustrate anticipated project parameters. Prospective consulting firms are encouraged to present their own path to produce a comprehensive Parks and Recreation Master Plan based on best practices and subject matters generally covered in similar Master Plan documents, while addressing the City’s goals identified above. Proposed work plans should incorporate the use of technology for effective communication and maximum stakeholder involvement while minimizing Master Plan costs such as inclusion of electronic surveys, outreach website(s), digital meeting software, and infographics.

All digital products produced as part of the Parks and Recreation Master Plan (progress planning and final documentation) shall be ADA compliant.

Major tasks for this project should include, but not be limited to:

A. Establish Master Plan Vision, Goals & Objectives
1) Identify the background, purpose, goals, and objectives of the Master Plan a. Incorporate themes of equity and inclusion
b. Consider future trends and planning best practices for use of public space for recreation, wellness, and community bonding/engagement.

B. Evaluate Existing Conditions
1) Review applicable studies, plans, and policies.
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2) Compile an inventory and assessment of the existing parks, community facilities, open space areas and trails. The analysis should consider the capacity of each amenity (meeting rooms, playgrounds, ball fields, sports courts, trails, natural areas, amenities, etc.) as well as their functionality, accessibility, condition, convenience, and useful life. The Facility Condition Assessment will inform this effort as well as on-site assessments, as necessary. The Regional Sports Facility Study prepared in April 2002 should be considered a resource to use to evaluate sports facilities in the region. See “Attachment A” for an inventory of parks in Modesto which will also inform this effort.
3) Conduct an inventory of existing public recreation programming, including sports, arts, education, entertainment, alternative recreation, etc.; including recreation programming offered by third-party service providers to identify new/missed programming opportunities for the Department.
4) Conduct an inventory of park and recreation-related facilities and programming provided by other area providers (Modesto City School District, Sylvan Unified School District, private schools and businesses, etc.).
5) Analyze if the available inventory of park and recreation facilities within the City and immediate surrounding area are aligned with nationally recognized standards related to park acreage, active fields (baseball, softball, soccer etc.), tennis / pickleball courts and more; including comparative analysis with California State trends.
6) Analyze the current maintenance operations of the park system and the effectiveness of the current maintenance standards.
7) Identify partnership opportunities including nonprofit partnerships, private businesses, surrounding cities and districts, Stanislaus County, and national and state parks programs. 8) Conduct a study to identify opportunities for cultural, recreation, and sports tourism opportunities.
9) Conduct a study to identify the Department’s current methods of community outreach and engagement through digital and print media, and interpersonal direct communication. Conduct a statistically valid survey to assess the effectiveness of the Departments current public engagement and the public’s participation in Department recreation facilities and programs annually, compare findings with benchmark agencies.

C. Evaluate current staffing Structure
1) Analyze the current department’s organizational chart. 2) Make recommendations for changes to the current staffing structure. 3) Make suggestions for future growth in staffing as programs, events, activities, and facilities grow.
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D. Incorporate the 2023 Parks and Recreation Fund Development Plan and Implementation Strategy. 1) Use data gathered from the 2023 Parks and Recreation Fund Development Plan to determine future steps for the department.

E. Outreach and Engagement
1) Meet with Project Team and/or other key staff members during the Parks and Recreation Master Plan development to finalize project parameters, assess park conditions, understand community issues, and vet recommendations.
a. Note: Consultant shall hold meetings with the Project Team as often as necessary, but in no case less than once per month, for the purpose of progress reporting. These meetings may be held digitally but shall also include some in-person meetings when deemed necessary. 2) Develop and administer a robust public engagement campaign to assess community needs, priorities, and satisfaction with current amenities and offerings. a. Utilize explicitly participatory community engagement techniques to organize and extract input from diverse community stakeholders, including but not limited to:
▪ Interviews with key stakeholders
▪ Special interest focus groups
▪ Meetings with local agencies involved in parks, open space and recreation ▪ Community survey(s)
▪ Community meetings/workshops, sidewalk/pop-up engagement b. Note: Consultant will be expected to conduct a minimum of eight-(8) Public Workshops for this task (two of these can be virtual).
3) Develop and administer an online engagement tool that can be linked from the City’s website to share ideas with community members and keep them apprised of updates. 4) Presentations to various City advisory committees and City Council. a. Present document (draft and final) to the Culture Commission, Youth Commission, TRRP CAC, Golf Advisory Committee and/or Planning Commission for review and comment; ten- (10) meetings for this task.
b. Present document (draft and final) to the City Council for review, comment, and final direction; two-(2) meetings/workshops for this task.
5) Prepare all handouts, graphics, maps, agendas, displays, and other materials necessary for the conduct of successful meetings, workshops, presentations, study sessions, website, social media, etc.
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F. Needs Assessment
1) Conduct a comprehensive park, facilities, maintenance, and recreation needs assessment incorporating:
a. Community needs
b. Programming needs
c. Park, open space, and facility needs
d. Maintenance needs
e. Unique and underserved populations (Youth and Teens, Senior Adults, other populations identified during research and outreach activities)
f. Staffing analysis
g. Local and multi-state demographic, economic, and social trends analysis h. Comparative analysis with communities of similar size and density i. Comparative analysis with relevant national standards including, but not limited to, those established by the National Park and Recreation Association (NPRA) j. Emerging trends from national and regional studies
k. Research and analysis (from above items, existing conditions study, etc.) 2) Assess Parks Development, Maintenance and Recreational Fees and potential revenues from current and future development projects, recreation programs and facility reservations. a. Analyze the adequacy of the current fee system, and compare with other cities b. Identify financing needs, options, and alternatives
3) Identify opportunities to incorporate technology and public art to enhance existing and new amenities.
4) Identify opportunities to enhance equity and inclusion in existing and new amenities and programs.
5) Consolidate findings into a gap analysis report with short and long-term (10-year) forecasting.

G. Recommendations
1) Identify and prioritize modifications to existing parks, facilities, open space, and trails. 2) Identify and prioritize opportunities for development and/or acquisition of new parks, facilities, open space, and trails.
3) Identify and prioritize implementation of new recreation and maintenance programs and services.
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5) Prepare Park Maintenance Standards to be used for future and existing parks. 6) Recommend updates to existing parks, recreation, and open space policies and procedures.

Identify new policies where appropriate.
7) Address costs to implement recommendations, including operations and maintenance cost increases.
a. Provide recommendations to meet funding needs including, but not limited to, rental/sales revenue generation, financing options, private and public funding opportunities, and partnerships.
8) Employ statistically valid/significant analytically methods to support any findings and recommendations generalized across the entire community. 9) Recommend updates to the Department’s methods of community outreach and engagement through digital and print media, and interpersonal direct communications. 10) Provide implementation action plan for recommendations. a. Include estimates of annual costs for implementation (capital, operating, maintenance, and replacement) and identify funding sources.

H. Preparation of Master Plan Document
1) Over the course of the project, present drafts of main Master Plan components to the Project Team for review and comment including, but not limited to:
a. Outreach and engagement plan
b. Outreach/promotional collateral
c. Survey draft(s)
d. Facilities and programming inventories
e. Parks and recreation trends
f. Key findings and recommendations
2) Provide draft document segments to Project team for review at the 30% phase, 60% phase, and 90% phase.
3) Present draft document to various stakeholders, committees and commissions for review and comment including, but not limited to:
a. Culture Commission
b. Planning Commission
c. Tuolumne River Regional Park Citizens Advisory Committee d. Youth Commission
e. Golf Advisory Committee
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4) Present draft document to the City Council for review, comment, and final direction. The draft and final Parks and Recreation Master Plan shall include the following sections, at a minimum:
a. Table of Contents
b. Executive Summary
c. Market Analysis (Demographic Analysis, Recreation Trends, Benchmark Analysis & Comparisons)
d. Community Engagement (Stakeholder and Focus Group Summary, Community Online Survey Results, Statistically Valid Survey)
e. Park and Facility Assessment (Inventory Assessment, Level of Service Standards, Equity Mapping, Priorities for Investment)
f. Park Development Standards (Development Standards for each level of park) g. Park Maintenance Standards (Maintenance Standards for each level of park) h. Cultural, Sports and Recreation Tourism Strategy (Opportunities, Needs, Financing and Recommendations)
i. Program and Organizational Review (Recreation Program Assessment, Organizational Review and Recommendations)
j. Financial Analysis (Capital Improvement Plan, User Fee Analysis, Funding and Revenue Strategies)
k. Strategic Action Plan (Vision, Mission, Values, Competencies, Priorities, Recommendations) l. Appendices (as needed)
5) Prepare final master plan document.
a. The adopted Master Plan shall be provided in hard copy, print-ready Adobe Portable Document Format (PDF), and editable electronic file format compatible with City software. b. Provide thirty (30) bound color copies of final document. c. All data, information, materials, and work produced including final text, maps, and graphics including all digital files shall be formatted to be ADA compliant and shall become the sole property of the City of Modesto.
6) Attend the Planning Commission and City Council meetings as needed regarding adoption of the Master Plan.

Consultant shall review enclosed Attachment “A” Park Inventory Spreadsheet, Attachment “B” Standard Agreement for Consultant Services, Attachment “C” Non-Discrimination Clause and Attachment “D” Conflict of Interest Disclosure Form.
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PROPOSAL CONTENTS AND REQUIREMENTS
The Proposal shall not exceed the maximum number of pages as shown below. Up to five (5) pages total may be 11” x 17” format; all other pages shall be 8.5” x 11”:

Item Maximum No. of Single Sided Pages
Cover Letter 2
Firm and Team Experience 6
Project Manager 1
Other Key Project Staff 5 total
Task Schedule 1
Understanding of Project Scope of Work 4
Contract Comments 1
Additional Information 5
Maximum Total Number of Single Sided Pages 25

THE PROPOSAL IS EXPECTED TO BE CLEAR AND CONCISE AND RESPOND TO THE REQUIREMENTS SET FORTH IN THIS REQUEST FOR PROPOSALS. UNNECESSARILY ELABORATE AND GLOSSY PROPOSALS ARE NEITHER EXPECTED NOR DESIRED.

THE CONSULTANT SHALL PROVIDE, IN A SEPARATELY SEALED AND CLEARLY MARKED ENVELOPE, THE COST TO BE CHARGED TO THE CITY BY TASK AND A TOTAL PROPOSED PROJECT COST. THE COST

PROPOSAL SHALL IDENTIFY THE OVERALL MULTIPLIER AND INCLUDE DIRECT LABOR COSTS AND EXPENSES INCLUDING TRAVEL, INSURANCE, REIMBURSABLES, ETC.

COST PROPOSALS WILL NOT BE OPENED UNTIL AFTER EACH FIRM INTERVIEWED HAS BEEN RANKED AND THE FIRM DEEMED MOST QUALIFIED HAS BEEN SELECTED. THE COST PROPOSAL WILL THEN BE OPENED AND WILL FORM THE BASIS OF NEGOTIATIONS FOR THE CONTRACT.

The City is seeking proposals as one (1) single package from Professional Consulting firms demonstrating experience in providing park and recreation master planning services similar in magnitude and scope for the described project components. The proposal shall NOT EXCEED the total number of pages permitted (25 pages) per the RFP requirements. The Proposal shall include the following information:

1. COVER LETTER (UP TO TWO-2 PAGES):

The cover letter should introduce the firm, the project manager and consultant team. The letter should highlight key attributes of the firm’s experience relative to the project scope, the team’s approach, and the firm’s commitment to provide services to the City of Modesto. A cover letter shall not exceed two (2) pages.
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2. FIRM AND TEAM EXPERIENCE (UP TO SIX-6 PAGES):

The proposed firm and team experience shall focus on recent experience (within the past 10 years) working on similar projects. Provide the following information on, no more than, six-(6) pages total. • Owner (or client firm if sub-consultant), project description(s) (including size), location and completion date.
• Name, address and phone number of knowledgeable owner/client’s representative.

Consultant’s and Sub-Consultant’s experience and production capabilities. • Office address(es) in which services are to be performed and percentage of work to be performed in each office.
• Percentage of total fees in last ten (10) years, firm-wide, received from similar projects. • Facilities, manpower and production capabilities of office(s) in which work is to be performed.
• Listing of recent experience related to this project in California, including type and size of consulting services provided and name, address, and phone number of knowledgeable owner/client representative.
• Portions of the work may need to be subcontracted out to other firms. List the specialty areas such as: civil engineering, landscape architectural, planning, environmental planning and special studies.

Team Approach - Because of the comprehensive scope of the project, an interdisciplinary team of sub-consultants managed by one firm is acceptable. The ability to assemble and manage an interdisciplinary consultant team will be critical.

3. PROJECT MANAGER (ONE-1 PAGE):

The consultant shall be required to provide project management as necessary to ensure the efficient completion of the project. Project management duties would include, but not be limited to:
coordination of sub-consultant activities; providing updates and seeking input from City staff, as appropriate; monitoring of project budget and schedule; and preparation for and attendance at meetings as directed by City staff.

The consultant will be required to frequently communicate with City staff, both through informal discussions and formal meetings, to obtain input and provide updates for the project. The consultant shall keep comprehensive minutes from formal meetings and shall provide copies for reference. All correspondence to City staff will be directed to the City’s project manager. The City’s project manager will initiate any contact with outside agencies and the public. The consultant will be required to attend and present at public outreach meetings. The Project Manager should be located within two (2) hours travel time of the City).

Consultant shall provide, on no more than one (1) page total, the Project Manager’s:
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• Name and title, name of firm employed by, years of experience with this firm, and years of experience with other firms
• Education, degrees, specialization, year(s) attained
• Active professional registration, in what state, year(s) first registered, discipline • Firm(s), office location(s), and time period for each location at which the individual worked during the last ten (10) years to the present
• Representative experiences: For representative projects, provide the following information.

Include project(s) he/she is currently working on and schedule to which he/she is committed.
o Owner (or client firm if sub-consultant), project description (including size), location and completion date.
o Name, address and phone number of knowledgeable owner/client’s representative. o Consultant services for which the individual was directly responsible; service/functions directly performed by individual (not just job title). o Firm with which the individual was employed during project experience.

4. OTHER KEY PROJECT STAFF (UP TO FIVE-5 PAGES):

Include key staff with the consultant firm (who will be doing most of the work) and all subconsultant resumes. Provide for each individual on no more than five (5) pages total:
• Name
• Specific project responsibility and functions to be performed • Name of firm employed by and office location where individual will perform required project services
• Years of experience with this firm and with other firms • Education, degrees, specialization, year attained
• Active professional registration, in what state, year first registered, discipline • Firm(s), office location, and time period for each location at which the individual worked during the last ten (10) years to the present
• Representative experience
o Owner, project description (including size), location and completion date. o Name, address and phone number of knowledgeable owner/client’s representative. o Consultant services for which the individual was directly responsible; service/functions directly performed by individual (not just job title). o Firm with which the individual was employed during project experience.

5. TASK SCHEDULE (ONE-1 PAGE):

The consultant shall provide a proposed schedule, on no more than one (1) page total, for all services necessary to complete the project. Make sure to specify the major tasks, the expected time to complete each task, and the interdependency of the tasks.

6. UNDERSTANDING OF THE PROJECT SCOPE OF WORK (UP TO FOUR-4 PAGES):

The consultant shall provide a description of their understanding of the project scope as outlined in this RFP on no more than four (4) pages total. The consultant should include their understanding of #13..
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the project elements, services being proposed and tasks necessary to complete the project. Furthermore, the consultant should propose any adjustments to the task list outlined in this RFP, whether they be additive or deductive from the list provided prior, which may be necessary to complete the most successful task results. This section will help the City ensure the City and the consultant have an equal understanding of the scope of work, and allow the consultant to share how they might modify the scope of work based on their expertise in successfully completing similar project tasks.

7. CONTRACT COMMENTS (ONE-1 PAGE):

The successful firm will be asked to execute the City’s standard agreement for consultant services.

Please review the sample agreement (Attachment “B”) carefully with your legal and/or insurance representative. You are REQUIRED to submit any questions, concerns or language change requests regarding this agreement in writing as part of your proposal on no more than one (1) page.

Note: firms choosing not to provide any comments in writing with their proposal are agreeing to the agreement in its entirety, as written, without exceptions.

8. ADDITIONAL RELEVANT INFORMATION (UP TO FIVE-5 PAGES):

The Proposal may include up to five (5) total additional pages of relevant information that was not set forth previously about the firm and/or the team members or about the specific project that you are submitting a proposal for. These additional pages may be included in any section of the Proposal or as their own separate section, whichever format makes the most sense for your Proposal.
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AWARD AND SUBMITTAL OF THE PROPOSAL

1. FIRM LOCATION:

It is the policy of the City of Modesto, when not prohibited by the funding source that all other factors being equal, local firms whose qualifications are satisfactory and who have sufficient experience and capabilities for providing the necessary professional services shall normally be given priority in being considered for employment by the City. The location of any sub consultant firms proposed by the consultant will also be considered when applying this policy. In this case, “local” is defined as a consultant(s) who have maintained offices with full-time staff within Stanislaus County for at least a 12-month period prior to the deadline for submitting the proposal (City of Modesto Administrative Directive 3.1).

2. AWARD OF AGREEMENT:

Following interviews, Negotiations will begin with the firm deemed most qualified. If agreement cannot be reached in negotiations, the City of Modesto will begin negotiations with the firm that is judged to be the next most qualified. If the City of Modesto decides to award the agreement, a Professional Services Agreement shall be sent to the successful consultant for the consultant’s signature. No proposal shall be binding upon the City of Modesto until after duly authorized representatives of both the consultant and the City have signed the agreement. The City of Modesto reserves the right to reject any or all proposals, and to waive any irregularity. The City of Modesto shall have the sole authority to terminate negotiations with any Consultant at any time without recourse by the Consultant. The award of the agreement, if made by the City, will be based on a total review and analysis of each proposal and interview. The consultant will be required to submit insurance verification, a completed W9 form, and a copy of a City of Modesto Business License as noted in the standard contract prior to the execution of the contract.

A sample City of Modesto Standard Agreement is included for your reference (Attachment “B”).

Please review the sample agreement carefully with your legal and/or insurance representative.

Firms are REQUIRED to submit any questions, concerns or language change requests regarding this agreement in writing included in the Proposal.

Note: Firms choosing not to provide any comments in writing included in the Proposal are assumed to agree with the agreement in its entirety, as written, no exceptions. #13..
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3. CONSULTANT SELECTION(S):

Award of agreement will be awarded to one (1) consultant team. Consultant teams will be evaluated by the Selection Committee and a recommendation will be made to City Council of whom is the most qualified consultant based on the RFP requirements.

The City reserves the right to decline to award an agreement if it is determined that the proposed pricing is not competitively priced based on similar agreements with public agencies within the State of California.

The City reserves the right to select a proposal which best suits the City’s needs. Regardless of City staff’s recommendation, the City Council reserves the right to award an agreement to the consultant that best suits the City’s needs as determined by the City Council whether or not said award is consistent with City staff’s recommendation for award.

4. CONFLICT OF INTEREST:

The City’s Conflict of Interest Code requires that consultants file a Statement of Economic Interests (Attachment “D”) with the City to the satisfaction of the Fair Political Practices Commission (FPPC) when the consultant provides information, advice, recommendations or counsel to the City. Before the City enters into an agreement for services with the selected firm, the firm will be required to report economic interests within the City of Modesto on the following a. Real Property Interest (geographically limited)
b. Sources of Income
c. Business Positions
d. Business Investments
e. The selected firm is also required to submit a completed and signed Financial Interest Disclosure Form prior to the agreement being approved.
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5. PROPOSAL DUE DATE
Proposal submittal document(s) must be received by the City prior to 11:00AM on Tuesday, August 20, 2024. Proposal submittal document(s) received after the above specified date and time will be rejected and returned unopened.

Proposals delivered in person or by mail shall be submitted to the following:

City of Modesto
City Clerk’s Office on behalf of Parks Recreation and Neighborhoods Department Attention: Jeremy Rogers, Director
1010 Tenth Street, 6th Floor, Suite 6600
Modesto, California 95354
Identification of Proposals
Firm shall submit five (5) hardcopies of your proposal, one (1) flash drive containing a duplicate digital copy of your proposal and one-(1) sealed cost proposal addressed as shown above, bearing the firm's name and address and clearly marked as follows:
“Proposal for Parks and Recreation Master Plan for City of Modesto”

6. REQUESTS FOR CLARIFICATIONS, CORRECTIONS OR MODIFICATIONS Any requests for clarifications, corrections or modifications of this RFP shall be submitted by email to Diane Sheatsley, at [email protected] by Tuesday, August 6, 2024; 5:00PM.

Responses from the City will be communicated in writing and posted on the City’s contracting opportunities portal, PlanetBids. Consultants must register with PlanetBids to access documents.

Addendums and clarifications will be posted PlanetBids by Tuesday, August 13, 2024. The City of Modesto reserves the right to reject any Proposal that contains unauthorized conditions or exceptions.
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SELECTION PROCESS
The City will evaluate all proposals submitted, but this RFP does not commit the City of Modesto to approve an agreement, to pay for any costs incurred in preparation or presentation of a Proposal, or to procure an agreement for services. The City reserves the right to:
• Make the selection based on its sole discretion.
• Accept or reject any and all Proposals, or any item or part thereof, or to waive any informalities or irregularities.
• Withdraw this RFP at any time without prior notice, and the City makes no representations that any agreement will be approved with any firm responding to this RFP. • Issue subsequent RFP.
• Postpone Proposal opening for its own convenience.
• Approve or disapprove the use of subconsultant.
• Negotiate with any, all, or none of the firms submitting a Proposal. • Enter into an agreement with another firm in the event the originally selected Proposer defaults or fails to execute an agreement with the City.

Proposals will be evaluated by the Selection Committee and up to four (4) consultants will be invited to an interview by the Committee. The Committee will rank the firms based upon an evaluation of the submitted proposals and interviews. Negotiations will begin with the firm deemed most qualified. If agreement cannot be reached in negotiations, the City will begin negotiations with the firm that is judged to be the next most qualified.

Proposals and interviews will be evaluated on the following grading criteria:

1. CRITERIA 1: PROJECT UNDERSTANDING, EXPERIENCE & STAFF (55 POINTS) The key criteria in determining the point ranking in this category are:

a. Understanding of the Work to be Done (20 points): Consultant’s demonstrated understanding of the project’s scope of services and the recognition of potential issues warranting special effort and/or concern.
b. Firm’s Related Experience with Similar Kinds of Work (20 points): Consultant’s Project Experience will be evaluated by the demonstrated experience in completing Parks and Recreation Master Plans.
c. Quality of Staff (15 points): Consultant’s staff will be evaluated based on their relative recent experience of similar kinds of work as described in the RFP documents, size of firm, sub-consultants and available staff proportionate to project size. o Project Manager’s Experience: (5 points)
o Quality of Key Project Staff: (5 points)
o Quality of Outside Consultants (5 points)
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2. CRITERIA 2: CREATIVITY, KNOWLEDGE, TECHICIAL ABILITY (45 POINTS) The key criteria in determining the point ranking in this category are:
a. Original & Creative Ideas (10 points): Consultant’s demonstrated ability to develop creative ideas and to propose thoughtful solutions to challenges. b. Familiarity with the City of Modesto Park System (10 points): Consultant’s demonstrated understanding of the existing City of Modesto Park System and understanding of recreational trends.
c. Demonstrated Technical Ability (20 points): Consultant’s demonstrated ability to complete a concise Parks and Recreation Master Plan, supporting documentation, organizational ability, time management skills, areas of specialization, ability to produce quality work products, availability, demonstrated understanding of modern park design, operation and maintenance over the last five (5) years and completeness of the proposed work plan, including full coverage of the project’s data needs and technical evaluations. d. General Management and Financial Responsibility (5 points): Consultant’s demonstrated management style, consultant’s reputation as relates to principles, credibility and attitude.

3. LOCAL CONSULTANT OR CONSULTANTS (3 POINTS)
If appropriate for the scope of services, consultants will be evaluated on the inclusion of local subconsultants on the team and the anticipated percentage of work to be performed by local consultants and sub-consultants. In this case, “local” is defined as a consultant(s) or sub-consultant(s) who have maintained offices with full-time staff within Stanislaus County for at least a twelve (12) month period prior to the deadline for submitting the proposal (City of Modesto Administrative Directive 3.1).

TOTAL: (103 points possible)
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INTERVIEW AND PRESENTATION

1. INTERVIEW AND PRESENTATION:

The consultant’s presentation for professional services will be evaluated for content, originality, creativity, and soundness of approach to analysis and problem solving. The consultants will also be evaluated by the Selection Committee on their responses to project selection criteria.

Up to four (4) consultants will be invited to an interview with the Selection Committee. Firms shall make every effort to attend, rescheduling will only take place in extenuating circumstances. If representatives of the City experience difficulty on the part of any team in scheduling time for the interview, it may result in disqualification from further consideration. • Length of Interview: One (1) hour maximum
o Up to 25-minute consultant/team Introduction and Presentation o Up to 35-minute Selection Committee Question and Answer

2. FIRM’S FINANCIALS:

The prospective consultants selected for interview will be required to deliver one (1) sealed copy of their firm’s financials demonstrating solvency in a separate envelope from the cost proposal. Deliver firm’s financials to the City of Modesto, Clerk’s Office, clearly marked with the firm’s name and “Parks and Recreation Master Plan, Financials”, deliver by Tuesday, August 27, 2024, or as directed by further notice. Only the financials for the consultant selected as the most qualified will be opened and reviewed by the Director of Finance. The City reserves the right to reference financials as a basis of non-selection. Financials submitted by consulting firms not selected for an agreement will not be opened and will be returned to the respective consulting firms.

3. LEVEL OF EFFORT (UP TO 2 PAGES) 8.5” x 11” OR 11” x 17” IS ACCEPTABLE:

Prospective consultants selected for interview shall provide an estimate of staff time (in hours), by tasks under Scope of Design Services. Include the location of the offices where task items will be performed and the percentage of work by cost, which will be performed out of those offices.

Indicate local consultant participation. Actual costs shall not be indicated in this section, show percentages of the total costs. Task items indicated in the Level of Effort shall match those indicated in the Scope of Services and Fee Proposal.
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PROPOSAL SELECTION PROTESTS

1. An interested party wishing to protest or appeal a decision to select a proposal and consultant for an agreement for professional services by the City of Modesto must follow these procedures. Protests or appeals, which are not submitted in accordance with these procedures, will not be reviewed.

2. A protest to an announced decision to select a proposal and consultant for an agreement for professional services must be filed no later than ten (10) business days after an Announced Decision is provided.

3. Protests are to be delivered to the following address: City of Modesto, Office of the City Clerk, 1010 Tenth Street, Suite 6600, Modesto, California, 95354. Attn: Director of Utilities.

4. For the purposes of the Protest Procedures, the following terms are defined:
a. “Filing Date” or “Submission Date” means the date of receipt by the City Clerk of the City of Modesto
b. “Interested Party” means an actual or prospective proposing consultant, or any sub-consultant identified by name in any bid.
c. “Proposal” includes the term “offer” or “proposal” in the context of formal procurements. d. “Announced Decision” means that notifications (either written or electronic) of selection or non-selection have been provided to consultants that have submitted a proposal. The date of notification shall be the date of the decision.
e. “Days” means working days in which City Hall is open for business, excluding holidays and weekends.

5. PROTEST PROCEDURES
a. Any interested party must file a written protest to an announced decision to award a contract with the City Clerk no later than 10 business days after the Announced Decision. b. Protestors may be represented by legal counsel at their own expense if they wish. c. The protest shall be accompanied by a certified check or cashier’s check in the amount of $100, (EXCEPT FEDERALLY FUNDED PROJECTS), made payable to the Clerk of the City of Modesto.

Protests filed without the requisite fee will not be reviewed. d. The protest filed with the City Clerk shall:
i. Include the name, address, and business telephone number of the protestor. ii. Identify the project under protest by name, and proposal due date. iii. Contain a concise statement of the grounds for protest. iv. Include all supporting documentation, if any. Documentation submitted after filing will not be reviewed.

6. PROTEST REVIEW (ANNOUNCED DECISION)
a. Protest to Director of Utilities
b. Upon receipt of a protest, the Director of Utilities, or designee, shall review all the submitted materials and shall create and retain a written record of the review. The Director of Utilities, #13..
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or designee, shall respond at least generally to each material issue raised in the protest no later than 10 business days after City Clerk’s receipt of the protest. Notice of the Utilities Director’s, or designee’s, decision may be given by telephone, email, facsimile machine, in person, or by U.S. Postal Service.
c. Appeal to Deputy City Manager
i. The Utilities Director’s, or designee’s, decision may be appealed in writing to the City of Modesto’s Deputy City Manager no later than 10 business days after Notice of Decision is sent to the protestor. The Deputy City Manager shall review the appeal, accompanying supporting documents, if any, and the written record of the protest review by the Director of Utilities, or designee.
ii. A written record of the Deputy City Manager’s review shall be created and maintained. The Deputy City Manager shall give notice in writing of his or her decision to the protestor within 15 business days after City Clerk’s receipt of appeal. d. Appeal to City Council
i. Any protestor excepting to the decision of the Deputy City Manager may appeal in writing to the City Council by filing with the City Clerk a written notice of such appeal no later than 15 business days after receipt of the Deputy City Manager’s decision.

The City Clerk will schedule the protest for Council hearing and give notice of the time and place of the hearing as provided in Modesto Municipal Code Sections 1-4.01 through 1-4.05.
ii. The City Council is the highest authority of the City of Modesto. It is possible that the City Council may reverse the decision of any City staff member at the hearing. After City Council review and decision, no internal appeal is possible. #13..
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PROJECT SCHEDULE:

The anticipated milestones for this project (all dates are tentative):

MILESTONE: DATE:

Issue Request for Proposals (RFP) Tuesday, July 16, 2024 Deadline for Consultant Questions Tuesday, August 6, 2024, 5:00 p.m.

Proposal’s Due Tuesday, August 20, 2024, 11:00 a.m.

Consultant Interviews Week of September 9, 2024
Award Contract December 2024
Expected Completion of Master Plan December 2026
Thank you in advance for your interest in providing a proposal to prepare a Parks and Recreation Master Plan for the City of Modesto. Feel free to make contact if you have any questions about the selection process.

Sincerely,
Diane Sheatsley
City of Modesto, Administrative Analyst II
Parks, Recreation and Neighborhoods Department
O: (209) 577-5418
E: [email protected]
Consultant shall review the subsequent:

Attachment “A” Park Inventory Spreadsheet
Attachment “B” Standard Agreement for Consultant Services Attachment “C” Non-Discrimination Clause
Attachment “D” Financial Interest Disclosure Form
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Attachment “A”
Park Inventory Spreadsheet
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Attachment “B”
Standard Agreement for Consultant Services
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STANDARD AGREEMENT

FOR CONSULTANT SERVICES
THIS AGREEMENT for consultant services (“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 ________________________, a California corporation, hereinafter referred to as "Consultant", together sometimes referred to as the “Parties”.

This Agreement is made with regard to the following recitals:

A. The City has determined that a Parks and Recreation Master Plan should be prepared for the City of Modesto.

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

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

1. SCOPE OF SERVICES.

Consultant shall undertake and complete the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A" or "Project", in the manner and according to the standards observed by a competent practitioner of the profession in which Consultant is engaged.

2. TERM OF AGREEMENT.

This Agreement is effective as of the Effective Date and will continue in effect until City's acceptance of and payment for all services authorized by City and performed DRAFT
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by Consultant, unless terminated earlier in accordance with the termination provisions of Section 15 of this Agreement.

City hereby gives Consultant notice to proceed with the preparation of the Project, as of the Effective Date of this Agreement. Consultant shall diligently proceed with the completion of the Project within the time period set forth in Exhibit "A", incorporated herein by this reference.

3. COMPENSATION.

Consultant agrees to accept a sum not to exceed $___________ (maximum compensation) as full remuneration for performing all services and furnishing all staffing and materials for Modesto in accordance with Exhibit "A", except that additional services may be compensated as described below.

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

City shall pay Consultant on a time and materials basis for Consultant’s actual costs for all work called for in Exhibit “A” to this Agreement. All work to be performed under this Agreement shall be billed at the hourly rates set forth in Exhibit “B” attached hereto and incorporated herein. 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.

Additional services may be authorized by the Parks, Recreation and Neighborhoods Department Director in an amount up to, but not to exceed 10% of the agreed maximum compensation, or $_________. In the event that additional services are deemed DRAFT
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necessary, the Consultant shall provide a written request to the Director indicating the reason for additional work, scope and cost of such work. The Director shall provide a written response to the request, either approving or denying the additional expenditure. If additional services are requested and approved, they will be billed at the hourly rates set forth in Exhibit “B” and may not exceed the amount requested and approved in writing by the Director. In that event, the new total compensation shall not exceed $__________. If additional services in excess of this amount are deemed necessary by City Staff, an amendment to this Agreement will be required and must be approved prior to commencing the work.

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.

Consultant has represented to City that _______________. 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 thirty percent (25%) 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.

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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, reused, or otherwise disposed of 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 Agreement 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 Agreement. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this Agreement are prepared specifically for the City and are not necessarily suitable for any future or other use.

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 DRAFT
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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 contract 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.

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.

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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 to any obligation whatsoever. It is further understood and agreed DRAFT
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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 as 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 pail, 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: __________________
Address: __________________
__________________
Attention: __________________
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Phone: __________________
Facsimile: __________________
FOR CITY: Name: City of Modesto
Address: P.O. Box 642
Modesto, CA 95353
Attention: Jeremy Rogers, Director of PRND
Phone: (209) 577-5344
Facsimile: (209) 579-5077

14. INSURANCE REQUIREMENTS.

The Consultant shall provide at its own expense and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the City as may be required by the Risk Manager of the City. The policies or certificates thereof shall provide that, thirty (30) days prior to cancellation or material change in the policy, notices of same shall be given to the Risk Manager of the City by certified mail, return receipt requested, for all of the following stated insurance policies.

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

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

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

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

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

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 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 will have the right at its discretion to settle, or pay any or all claims arising out of the termination DRAFT
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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.

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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.

16. 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.

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 DRAFT
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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 contract 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, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement.

20. PARTIAL INVALIDITY.

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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.

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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.

26. CITY BUSINESS LICENSE.

Consultant shall have a City of Modesto business license for the entirety of the term of this Agreement.

27. NON-DISCRIMINATION CLAUSE.

During the performance of this Contract, Consultant and its subconsultant shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

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Consultant shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract.

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IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attestation by its City Clerk under authority of Resolution No. 2024- , adopted by the Council of the City of Modesto on the day of ________________ , 2024, and (CONSULTANT) has caused this agreement to be duly executed as of the Effective Date.

CITY OF MODESTO, (CONSULTANT),
a municipal corporation a California corporation*
By ___________________________ By ________________________________ JOSEPH P. LOPEZ, City Manager Name Title
By ________________________________
Name Title
ATTEST: (Seal)
By ___________________________
DIANE NAYARES-PEREZ, CMC, City Clerk
Consultant’s Federal ID #______________
APPROVED AS TO FORM:

By ________________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:

By ________________________________
CHRISTINA ALGER, Director of Human Resources
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Attachment “C”

NON-DISCRIMINATION CLAUSE
(To be included in Consultant Contract)

NON-DISCRIMINATION CLAUSE
During the performance of this Contract, Consultant and its subconsultant shall not unlawfully discriminate, harass, or allow harassment against any employee or applicant for employment because of sex, race, color, ancestry, religious creed, national origin, physical disability (including HIV and AIDS), mental disability, medical condition (e.g., cancer), age (over 40), marital status, and denial of family care leave. Consultant and subconsultants shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Consultant and subconsultants shall comply with the provisions of the Fair Employment and Housing Act (Gov. Code §12990 (a-f) et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a-f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations, are incorporated into this Contract by reference and made a part hereof as if set forth in full. Consultant and its subconsultants shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other Agreement.

Consultant shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract.
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Attachment “D”
Financial Interest Disclosure Form
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FINANCIAL INTEREST DISCLOSURE
Any contract award to result from this RFP process and Proposer’s submission of a Proposal therewith will require approval by a majority vote of the City of Modesto’s City Council. In order to have full transparency in any City of Modesto commercial actions, the City Council may not approve an agreement between the City and the Proposer until all persons with a direct or indirect financial interest of greater than $2,000 in the Proposer are identified by name.

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

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

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

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

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

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

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

In accordance with the Modesto Municipal Code, each applicant has a continuing obligation to maintain the truth, accuracy and completeness of the financial interest disclosure information provided below until after final consideration by the City Council of any matter arising out of or relating to the agreement or application.
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Print Names of Persons Having a Financial Interest in Proposer Receiving this Agreement:

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

Proposer Company Name:

Name of Proposer Signatory:

Signature of Proposer Representative:
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CITY OF MODESTO

COUNCIL AGENDA REPORT
DATE OF MEETING:

December 10, 2024
Date: November 7, 2024
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Jeremy Rogers, Director of Parks, Recreation and Neighborhoods SUBJECT: Award Construction Contract for the Tuolumne River Regional Park (TRRP) Picnic Area B Renovation Project
CONTACT: Nathan Houx, Parks Planning and Development Manager, [email protected], 209-571-5526
DESCRIPTION:

Consider approving the Plans and Specifications for the Tuolumne River Regional Park (TRRP) Picnic Area B Renovation Project, accepting the Bid and Awarding a Construction Contract to Sinclair General Engineering Construction, Inc., of Oakdale, CA., in the amount not to exceed $376,978. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:

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

BACKGROUND:

In April 2021, President Biden signed into law the American Rescue Plan Act (ARPA), a $1.9 trillion emergency relief measure intended to address the economic hardships and negative impacts caused by the COVID-19 pandemic. The bill provides $45,897,056 available to the City of Modesto to help address the local impact of COVID-19. On May 25, 2021, by Resolution 2021-194, Council approved the Pandemic Recovery Strategy, Modesto Forward, and the associated spending plan for the first allocation of ARPA funding.

Based on the Final Rule released by the Treasury Department in January 2022, the Parks, Recreation and Neighborhoods Department evaluated the previously allocated funding and prepared a revised spending plan. On July 12, 2022, by Resolution 2022-307, said plan was approved by Council.

On July 11, 2023, by Resolution 2023-349, Council approved an additional revision of the Parks, Recreation and Neighborhoods Department Phase 1 ARPA funding to reallocate $350,000 originally designated to the American Legion Hall Parking Lot Replacement Project, to the Tuolumne River Regional Park (TRRP) Picnic Area B Renovation.
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City Council, December 10, 2024
Award Construction Contract for the Tuolumne River Regional Park (TRRP) Picnic Area B Renovation Project

To begin the renovation of TRRP Picnic Area B, on January 23, 2024, by Resolution 2024-018, Council approved the purchase, delivery and installation of a premanufactured restroom building for this area.

The TRRP Picnic Area B Renovation Project will continue this momentum and will consist of the renovation of the existing picnic area, including installation of new concrete paving, site furnishings, improved maintenance access, ADA compliance upgrades, and shade tree planting.

DISCUSSION:

The project was advertised for bids on PlanetBids on October 23, 2024. Bids were publicly opened on November 12, 2024, pursuant to City Charter Section 1307, and seven (7) bids were received. Sinclair General Engineering Construction, Inc., of Oakdale, CA., was determined to be the responsible bidder with the lowest responsive bid. The bid tabulation is attached, and a summary of the bids is below:

The bid analysis is:

Number of bids received 7
Number of bids within 10% of engineer’s estimate 5
Number of bids above the engineer’s estimate 4
Number of bids below the engineer’s estimate 3
Percent low bid is below the engineer’s estimate -11.40% Sinclair General Engineering Construction, Inc., of Oakdale, CA., was 11.40% below the engineer’s estimate. The next lowest bid was 3.76% below the engineer’s estimate. The highest bid was 24.52% above the engineer’s estimate. Bidder competition and participation was evident as the City received seven (7) bids.

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. The award of contract for the construction of the TRRP Picnic Area B Renovation Project, to Sinclair General Engineering Construction, Inc., of Oakdale, CA., conforms to the Modesto Municipal Code because the City complied with the formal bid procedures and Sinclair General Engineering Construction, Inc., of Oakdale, CA., was the lowest responsive and responsible bidder.

The City’s “Change Order Approval Policy” enacted by Council Resolution No. 1994-443 on July 19, 1994, revised on July 9, 2019, by Council Resolution No. 2019-326, and revised a second time on September 12, 2023, by Council Resolution No. 2023-405, established a contract change order authority of 10% for construction contracts up to $10,000,000. Staff is requesting the Engineering Services Director’s Authority to issue change orders of 10% ($34,271) of the construction contract amount.

While the contingency policy is utilized for each construction contract awarded by the City, it is not written into each contract, nor is it a guaranteed amount included in the final compensation to the contractor. Prior to bidding a project, staff works diligently to ensure that all projects and bid packages contain well-defined scopes of work and that all projects stay within budget. #14..
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City Council, December 10, 2024
Award Construction Contract for the Tuolumne River Regional Park (TRRP) Picnic Area B Renovation Project

FISCAL IMPACT:

Funding for this project is budgeted in Capital Improvement Project (CIP) accounts #101432 (TRRP B – Picnic and Restroom) and #101478 (TRRP B Improvements). The project will require a budget adjustment allocating $125,034 of Parks and Air Quality Capital Facilities Fees (CFF) to fully fund the project. The project’s revenue and expense budget shall be as outlined below:

Funding Sources
American Rescue Plan Act (ARPA) $ 350,000
TRRP Fund $ 375,000
Parks & Air Quality CFF $ 125,034
Project Funding Sources $ 850,034
Project Budget
Construction $ 342,707
Construction Contingency (10%) $ 34,271
Construction (previously spent/committed) $ 298,796
Construction Administration – City Staff (10%) $ 34,271 Bid/Design Support During Construction (2%) $ 6,855
Engineering/Design/Admin (previously spent/committed) $ 133,134 Total Estimated Project Cost $ 850,034
COMMITTEE RECOMMENDATION:

On April 15, 2024, this project was one of several park construction projects presented to the Safety & Communities Committee for consideration to minimize the time between bidding and Council award. The Committee approved the item to be forwarded to Council for approval.

CEQA/NEPA REQUIREMENTS:

City staff prepared a Notice of Exemption No. EA/PR&N 2024-02 and the project is categorically exempt from CEQA due to the fact that it is a minor alteration to an existing facility involving a negligible expansion of use beyond the current use.

RECOMMENDED COUNCIL ACTION:

Staff Recommendations:

Resolution approving the Plans and Specifications for the Tuolumne River Regional Park (TRRP) Picnic Area B Renovation Project, accepting the Bid and Awarding a Construction Contract to Sinclair General Engineering Construction, Inc., of Oakdale, CA., in the amount of $342,707, authorizing $34,271 for contingency (if needed), for a total payment amount not to exceed $376,978, and authorizing the City Manager, or his designee, to execute the Agreement.

Resolution amending the Fiscal Year 2024-25 Capital Improvement Program budget to fund Project #101478 (TRRP B Improvements) in an amount not to exceed $125,034 in transfers, revenue, and to budget expenditures to fund the project, and authorizing the City Manager, or his designee, to implement the provisions of this resolution. #14..
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City Council, December 10, 2024
Award Construction Contract for the Tuolumne River Regional Park (TRRP) Picnic Area B Renovation Project

Approved by:

Jeremy Rogers, Director of Parks, Recreation and
Neighborhoods Manager
Joseph P. Lopez, City Manager
Attachments:

1. Resolutions (2)

2. Construction Contract & Financial Interest Disclosure Form – Sinclair General Engineering Construction, Inc.

3. Bid Results
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12/10/2024/PRN/NHoux/Item XX 1 2024-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-

RESOLUTION APPROVING THE PLANS AND SPECIFICATIONS FOR THE

TUOLUMNE RIVER REGIONAL PARK (TRRP) PICNIC AREA B

RENOVATION PROJECT, ACCEPTING THE BID AND AWARDING A

CONSTRUCTION CONTRACT TO SINCLAIR GENERAL ENGINEERING
CONSTRUCTION, INC., OF OAKDALE, CA., IN THE AMOUNT OF $342,707, AUTHORIZING $34,271 FOR CONTINGENCY (IF NEEDED), FOR A TOTAL PAYMENT AMOUNT NOT TO EXCEED $376,978, AND AUTHORIZING THE

CITY MANAGER, OR HIS DESIGNEE, TO EXECUTE THE AGREEMENT WHEREAS, in April 2021, President Biden signed into law the American Rescue Plan Act (ARPA), a $1.9 trillion emergency relief measure intended to address the economic hardships and negative impacts caused by the COVID-19 pandemic, and WHEREAS, the bill provides $45,897,056 available to the City of Modesto to help address the local impact of COVID-19 and on May 25, 2021, by Resolution 2021- 194, Council approved the Pandemic Recovery Strategy, Modesto Forward, and the associated spending plan for the first allocation of ARPA funding, and WHEREAS, based on the Final Rule released by the Treasury Department in January 2022, the Parks, Recreation and Neighborhoods Department evaluated the previously allocated funding and prepared a revised spending plan, which was approved on July 12, 2022, by Resolution 2022-307 and revised an additional time on July 11, 2023, by Resolution 2023-349, and
WHEREAS, to begin the renovation of TRRP Picnic Area B, on January 23, 2024, by Resolution 2024-018, Council approved the purchase, delivery and installation of a pre-manufactured restroom building for this area, and WHEREAS, the TRRP Picnic Area B Renovation Project will continue this momentum and will consist of the renovation of the existing picnic area, including #14..
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12/10/2024/PRN/NHoux/Item XX 2 2024-XX
installation of new concrete paving, site furnishings, improved maintenance access, ADA compliance upgrades, and shade tree planting, and
WHEREAS, the project was advertised for bids on October 23, 2024, and WHEREAS, bids were publicly opened on November 12, 2024, pursuant to City Charter Section 1307, and seven bids were received, and WHEREAS, Sinclair General Engineering Construction, Inc., of Oakdale, CA., was determined to be the responsible bidder with the lowest responsive bid, and WHEREAS, Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid, and
WHEREAS, the award of contract for the construction of the Tuolumne River Regional Park (TRRP) Picnic Area B Renovation Project, to Sinclair General Engineering Construction, Inc., of Oakdale, CA., conforms to Modesto Municipal Code, 8-3.203, and
WHEREAS, staff recommends awarding the contract Sinclair General Engineering Construction, Inc., of Oakdale, CA.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the plans and specifications for the Tuolumne River Regional Park (TRRP) Picnic Area B Renovation Project, accepts the Bid and awards a construction contract to Sinclair General Engineering Construction, Inc., of Oakdale, CA., in the amount of $342,707, plus $34,271 in contingency (if needed), for a total amount not to exceed $376,978.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby #14..
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authorized to execute the contract, in a form approved by the City Attorney. #14..
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12/10/2024/PRN/NHoux/Item XX 4 2024-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of December 2024, by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following votes:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ________________________________

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

BY: _____________________________________
JOSE M. SANCHEZ, City Attorney
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12/10/2024/PRN/NHoux/Item XX 1 2024-XX

MODESTO CITY COUNCIL
RESOLUTION NO. 2024-
RESOLUTION AMENDING THE FISCAL YEAR 2024-25 CAPITAL
IMPROVEMENT PROGRAM BUDGET TO FUND PROJECT #101478 (TRRP B IMPROVEMENTS) IN AN AMOUNT NOT TO EXCEED $125,034 IN

TRANSFERS, REVENUE, AND TO BUDGET EXPENDITURES TO FUND THE

PROJECT, AND AUTHORIZING THE CITY MANAGER, OR HIS DESIGNEE,

TO IMPLEMENT THE PROVISIONS OF THIS RESOLUTION
WHEREAS, the City plans to renovate the Tuolumne River Regional Park (TRRP) Picnic Area B, and
WHEREAS, Parks & Air Quality Capital Facility Fund (CFF) funding of $125,034 must be allocated to fund a portion of the project, and WHEREAS, the Fiscal Year 2024-2025 Capital Improvement Budget must be amended to fund Project 101478 – TRRP B Improvements, in a total amount of $125,034 to establish transfers, recognize revenue, and increase expenditures.

NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves the amendments of the Fiscal Year 2024-2025 Capital Improvement Program Budget to fund project 101478 (TRRP B Improvements) in an amount not to exceed $125,034 in transfers, revenue and to budget expenditures to fund the project.

BE IT FURTHER RESOLVED that the City Manager, or his designee, is hereby authorized to take the necessary steps to implement the provisions of this resolution. #14..
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12/10/2024/PRN/KPeterson/Item XX 2 2024-XX
The foregoing resolution was introduced at a regular meeting of the Council of the City of Modesto held on the 10th day of December 2024, by Councilmember , who moved its adoption, which motion being duly seconded by Councilmember , was upon roll call carried and the resolution adopted by the following votes:

AYES: Councilmembers:

NOES: Councilmembers:

ABSENT: Councilmembers:

ATTEST: ________________________________

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

BY: _____________________________________
JOSE M. SANCHEZ, City Attorney
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-1- City of Modesto
Tuolumne River Regional Park Picnic Area B Renovations

CONTRACT
This Agreement, made and entered into in the City of Modesto, County of Stanislaus, State of California, this 10th day of December, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called City, and SINCLAIR GENERAL ENGINEERING CONSTRUCTION, INC., a California corporation, hereinafter called Contractor,
R E C I T A L S :

WHEREAS, the City Manager of the City of Modesto, authorized the call for bids, approved the Plans and Specifications prepared under the direction of the Director of Parks Recreation and Neighborhoods Department for the TUOLUMNE RIVER REGIONAL PARK PICNIC AREA B RENOVATIONS project and directed the City Clerk to advertise for sealed bids for doing said work and providing that bids be submitted on the 12th day of November 2024; and
WHEREAS, the City Clerk, thereafter duly and regularly caused a notice to be published in the manner and for the time prescribed by law; and WHEREAS, Contractor, pursuant to the provisions of said notice duly filed a bid with the City Clerk, a true copy of which is now on file in the office of the City Clerk of the City of Modesto, and is hereby referred to and by this reference made a part hereof as fully as if set forth at length herein; and
WHEREAS, all bids received pursuant to said notice were opened and examined and publicly declared at the time specified in said advertisement for bids and at a regular meeting of the City Council held on the 10th day of December, 2024 by Resolution 2024-______ the Council found and declared the bid of Contractor to be the lowest responsive bid and thereupon awarded a Contract to Contractor to do the Work referred to in the aforementioned Plans and #14..
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Tuolumne River Regional Park Picnic Area B Renovations
Specifications.

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

1. SCOPE OF WORK, hereinafter called the Work.
a. Contractor shall furnish all labor, materials and equipment necessary to complete the Work as specified in the Plans and Specifications entitled TUOLUMNE RIVER REGIONAL PARK PICNIC AREA B RENOVATIONS, City of Modesto, PARKS RECREATION AND NEIGHBORHOODS DEPARTMENT, Project Number 2025-07, and in strict accordance with the conditions of the complete Contract Documents. All incidental Work not included in the Contract Documents or specified herein which is necessary to complete the Work so as to provide the system described, or shown, shall be furnished and installed as part of this Agreement at no additional cost to the City. The Work shall be complete and ready for service as described in the Contract Documents to the satisfaction of the Director of Parks Recreation and Neighborhoods.
b. Contractor shall do and perform the Work contemplated hereby in a good and workmanlike manner under the direction of and to the satisfaction of the Director of Engineering Services of the City of Modesto.
c. Contractor shall do and perform the Work contemplated hereby and shall furnish all labor, materials, tools and equipment therefore at the prices herein specified to, wit:

CONTRACTOR’S BID
Item
No. Item Description Unit of Measure
Estimated
Quantity
Unit Price
(Figures)
Total Price
(Figures)

1. Mobilization and Demobilization
(Max 5% of Total Base Bid)
LS 1 $3,000.00 $3,000.00

2. Water Pollution Control Plan (WPCP) LS 1 $6,586.00 $6,586.00

3. Site Preparations LS 1 $10,040.00 $10,040.00
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Tuolumne River Regional Park Picnic Area B Renovations
Item
No. Item Description Unit of Measure
Estimated
Quantity
Unit Price
(Figures)
Total Price
(Figures)

4. Temporary Fencing LS 1 $8,663.00 $8,663.00

5. Clearing and Grubbing SF 8,420 $0.73 $6,146.60

6. Demolition LS 1 $24,700.00 $24,700.00

7. Earthwork & Grading SF 6,319 $5.16 $32,606.04

8. 4" Pedestrian Concrete Pavement SF 3,475 $10.10 $35,097.50

9. 5" Vehicular Concrete Pavement SF 2,836 $11.60 $32,897.60

10. Playground Ramp LS 1 $2,156.00 $2,156.00

11. Playground Curb LF 118 $45.00 $5,310.00

12. Organic Mulch CY 5 $196.00 $980.00

13. Picnic Tables EA 12 $1,595.00 $19,140.00

14. ADA Picnic Tables EA 3 $1,667.00 $5,001.00

15. Serving Table EA 1 $2,007.00 $2,007.00

16. Barbecue Grill EA 1 $1,800.00 $1,800.00

17. Trash Receptacles EA 4 $2,100.00 $8,400.00

18. Irrigation LS 1 $28,400.00 $28,400.00

19. Container Planting (Trees) EA 8 $425.00 $3,400.00

20. Soil Preparations and Hydroseed SF 21,812 $0.90 $19,630.80

21. Landscape Establishment and
Maintenance (Monthly)
EA 3 $1,426.00 $4,278.00

22. Park Bench EA 2 $2,443.00 $4,886.00
TOTAL BASE BID $265,125.54
BID ALTERNATE #1
101. Clearing and Grubbing SF 20,458 $0.50 $10,229.00
102. 4" Pedestrian Concrete Pavement SF 2,293 $15.00 $34,395.00 103. Picnic Tables EA 12 $1,595.00 $19,140.00
104. ADA Picnic Tables EA 2 $2,007.00 $4,014.00
105. Serving Table EA 1 $1,667.00 $1,667.00
106. Barbecue Grill EA 1 $1,800.00 $1,800.00
107. Trash Receptacles EA 4 $2,100.00 $8,400.00
108. Soil Preparations and Hydroseed SF -2,293 $0.90 ($2,063.70) TOTAL BID ALTERNATE #1 $77,581.30
TOTAL BASE BID & BID ALTERNATE #1 $342,706.84
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Tuolumne River Regional Park Picnic Area B Renovations

2. CONTRACT DOCUMENTS. The complete Agreement between the parties consists of the documents listed below, including any addenda to these documents. The documents are complementary and provide for a complete work; if a discrepancy exists, the governing rank of the documents is set forth, in descending order:
a. Executed and signed, written Agreement;
b. Section 00800 Amendments and Supplements to the General Provisions c. All other sections of the Project Specifications;
d. Project Plans;
e. City Standard Details; current edition
f. City Standard Specifications; current edition
g. Revised State Standard Specifications;
h. State Standard Specifications;
i. Revised State Standard Plans;
j. State Standard Plans; and
k. All required Bonds.

All documents specified above are intended to operate so that any component of the Work called for in one and not mentioned in any other, or vice versa, is to be executed the same as if mentioned in all of the documents. The listed documents comprise the Contract Documents.

3. COMMENCEMENT AND COMPLETION OF THE WORK. The Work
contemplated herein shall be commenced on the date specified in the Notice to Proceed for this Agreement. Completion of the work shall comply with the Specification. The Notice to Proceed shall not be issued until the Director of Engineering Services receives and has on file:
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Tuolumne River Regional Park Picnic Area B Renovations
a. Proofs of insurance (approved by City Risk Manager), b. Bonds (approved by the City Attorney),
c. City of Modesto Business License, and
d. Executed Agreement.

Contractor will not be held responsible for failure to complete the Work within the specified time if delay is due to matters beyond its reasonable control. Contractor shall make all good faith attempts to overcome or to minimize such matters, and to finish the Work in the shortest reasonable amount of time.

4. PAYMENT. Payment for the Work to be done under this Agreement shall be at the price set forth in Section 1 hereof, and in accordance with the Contract Documents, which are incorporated herein by this reference.

5. INDEMNITY. The Contractor shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of Contractor, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this Agreement. This provision does not apply to claims, loss, liability, damage or expense arising from (a) the sole negligence or willful misconduct of the City, or (b) the active negligence of the City.

Contractor's obligation to defend, indemnify, and hold the City, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this Agreement for Contractor to procure and maintain a policy of insurance.
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Tuolumne River Regional Park Picnic Area B Renovations

6. 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 Exhibit A, attached hereto and incorporated herein, and shall otherwise comply with the other provisions of Exhibit A. Contractor is responsible for uploading updated insurance documentation to the City’s “PINS Advantage” program.
a. Subcontractors
Contractor shall require and verify that all subcontractors maintain insurance for the duration of the project and through acceptance by City Council.

7. BONDS. The Contractor shall furnish City the following separate surety bonds:
a. Performance Bond. Within 5 business days after receipt of the Notice of Award and prior to commencement of Work, the Contractor shall furnish a separate surety bond in an amount equal to one hundred percent (100%) of the Agreement price, shall be for the faithful performance of the Agreement, shall be approved by City, and shall be secured from a surety or sureties satisfactory to City.
b. Payment Bond. Within 5 business days after receipt of the Notice of Award and prior to commencement of Work, the Contractor shall furnish a separate surety bond in an amount at least equal to one hundred percent (100%) of the Agreement price as security for the payment of all persons for furnishing materials, provisions, or other supplies, or items, used in, upon, for, or about the performance of the Work contracted to be done; or for performing any work or labor thereon of any kind, and for the payment of amounts due under the Unemployment Insurance Code with respect to such work or labor in connection with this Agreement, and for the payment of a reasonable attorney's fee to be fixed by the court in case suit is brought upon the bond.
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Tuolumne River Regional Park Picnic Area B Renovations
c. Warranty Bond. Prior to issuance of a Notice of Completion for the contracted work, Contractor shall file with the City a Warranty Bond or equivalent security in the amount of ten percent (10%) of the estimated cost of the contracted work to guaranty and warranty the contracted work for a period of one (1) year following City Council acceptance thereof against any defective work or labor done, or defective materials furnished.

8. COMPLIANCE WITH ALL LAWS. Contractor hereby agrees that it and all subcontractors, if any, in the performance of the work described, designated and shown upon the Contract Documents herein referred to, will comply with all federal, state, county and municipal laws, rules and regulations which may be applicable to the work herein contracted for, whether now in existence or hereafter adopted.

9. TERMINATION OF AGREEMENT.

Termination by City for Default of Contractor
Should Contractor default in the performance of this Agreement or materially breach any of its provisions, at its option, City may terminate this Agreement by giving written notification to Contractor. 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 Contractor, dishonesty or theft. Such termination shall be in accordance with the Contract Documents.

If this Agreement is terminated, Contractor shall cease all its work on the project as of the termination date and shall see to it that its employees, subcontractors and agents are notified of such termination and cease their work.

The Contractor understands and agrees that City may, in City's sole discretion, refuse to pay Contractor for that portion of Contractor's services which were #14..
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performed by Contractor on the project prior to the termination date and which remain unacceptable and/or not useful to City as of the termination date.

Termination by City for Convenience
The City may terminate the Contractor's performance under the Agreement, either in whole or in part, at its own discretion or when conditions encountered during the Work make it impossible or impracticable to proceed, or when the City is prevented from proceeding with the Agreement by act of God, by law, or by official action of a public authority, or upon a determination 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) days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Contractor with consultation with the City prior to termination.

A. Upon receipt of a written Notice of Termination pursuant to this section, the Contractor shall:

1. Cease its work as directed in the Notice of Termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the Notice of Termination;

2. Terminate all orders and Subcontractors except as
necessary to complete any portion of the Work that is not terminated;

3. 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 #14..
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discretion to settle, or pay any or all claims arising out of the termination of such subcontractors, but in no event shall recovery by any Contractor or subcontractor include lost profits for portions of the Work not completed or
undertaken, including materials not delivered;

4. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been
accumulated by the Contractor in performing the Work
whether completed or in process;

5. Settle outstanding liabilities and claims, subject to the approval of City;

6. Complete performance of such part of the Work as has not been terminated;

7. 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;

8. If City so requests, and at City's cost, Contractor shall provide sufficient oral or written status reports to make City reasonably aware of the status of Contractor's work on the project.

B. City will pay Contractor an amount based on the percentage of work completed in accordance with the Notice of Termination. The final payment to the Contractor after termination for convenience shall be limited to amounts due and owing under #14..
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the Agreement at time of termination, including the following:

1. Any actual costs incurred by the Contractor for restocking charges;

2. The agreed upon price of protecting the Work in any
manner, if any, as directed by the City;

3. The cost of settling and paying valid claims arising out of the termination of the Work such as subcontract
agreements or contracts for materials;

4. The Agreement price allocable to the portion of the Work properly performed or goods supplied by the Contractor as of the date of termination, as determined in accordance with the Notice of Termination, reduced by any sums
previously paid to the Contractor.

C. The City shall have the right to withhold any portion or the whole of the final payment under this provision in the event there are any outstanding Claims for compensation asserted either by the City against the Contractor or by any third party against the City or the Contractor which arise out of the Contractor's work.

Authorization to Terminate Agreement
Termination of the Agreement may be invoked by the City Manager, or his/her designee, subject to the right of the Contractor to appeal the City Manager, or his/her designee’s, decision to the City Council. The Contractor shall appeal by notifying the City Clerk in writing within ten (10) business days of receipt of notification from City to terminate the Agreement. In the event that termination of this Agreement is upheld by the City Council, any valid claims for delay shall be retroactive to the date of termination selected by the City #14..
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Tuolumne River Regional Park Picnic Area B Renovations
Manager, or his/her designee.

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

Contractor: Sinclair General Engineering Construction, Inc.

Attn: Sean Sinclair, President/CEO
P.O. Box 1453
Oakdale, CA 95361
Phone (209) 847-6100, Fax (209) 847-6101

City: City of Modesto
Director of Engineering Services
P.O. Box 642
Modesto, CA 95353
Phone (209) 577-5444, Fax (209) 577-4302
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.

11. WORKFORCE REQUIREMENTS. Contractor included both a signed Local Hire Certification as well as a Skilled and Trained Workforce Certification with its bid, and such certifications are incorporated herein by reference. Contractor shall comply with all applicable requirements, including record keeping requirements, of Articles 7 and 8 of Chapter 3 of the Modesto Municipal Code.

12. EXECUTION OF AGREEMENT. The undersigned signatory(ies) for Contractor warrant(s) and represent(s) that he/she/they is/are legally competent to execute the Agreement and has/have full authority to execute this Agreement. #14..
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13. DISPUTE RESOLUTION. All claims, controversies, or disputes arising out of or relating to this Agreement, including its performance by either party, shall be finally resolved by arbitration in accordance with the Contract Documents.

14. MISCELLANEOUS. Time is of the essence of this Agreement. #14..
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Exhibit A-1 City of Modesto
Tuolumne River Regional Park Picnic Area B Renovations
Exhibit A:

Insurance Requirements for Construction Contracts
Contractor shall procure and maintain for the duration of the contract, and for 5 years thereafter, 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, their 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 $5,000,000 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: Insurance Services Office Form CA 0001 covering Code 1 (any auto), with limits no less than $5,000,000 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.

4. Builder’s Risk (Course of Construction), insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions is not required.

6. Contractors’ Pollution Legal Liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000 per occurrence or claim, and $2,000,000 policy aggregate.

If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City 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.

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 non-contributory, additional #14..
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Exhibit A-2 City of Modesto
Tuolumne River Regional Park Picnic Area B Renovations
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:

Additional Insured Status
The City, its officers, officials, employees, agents, 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. For completed operations, 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 noncontributory” 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.

Builder’s Risk (Course of Construction) Insurance
Contractor may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the Entity as a loss payee as their interest may appear. If the project does not involve new or major reconstruction, at the option of the Entity, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the Entity’s site.

Claims Made Policies –
If any coverage required is written on a claims-made coverage form:

1. The retroactive date must be shown, and this date must be before the execution date of the contract or the beginning of contract work.
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Exhibit A-3 City of Modesto
Tuolumne River Regional Park Picnic Area B Renovations

2. Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of contract work.

3. If coverage is cancelled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective, or start of work date, the Contractor must purchase extended reporting period coverage for a minimum of five (5) years after completion of contract work.

4. A copy of the claims reporting requirements must be submitted to the Entity for review.

5. If the services involve lead-based paint or asbestos identification/remediation, the Contractors Pollution Liability policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold.

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

Waiver of Subrogation
Contractor hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City 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 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 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.

Verification of Coverage
Contractor shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a #14..
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Exhibit A-4 City of Modesto
Tuolumne River Regional Park Picnic Area B Renovations
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’s Risk Manager 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 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.

Duration of Coverage
CGL & Excess liability policies for any construction related work, including, but not limited to, maintenance, service, or repair work, shall continue coverage for a minimum of 5 years for Completed Operations liability coverage. Such Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.

Special Risks or Circumstances
City 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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