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www.modestogov.com
AGENDA
City of Modesto
FINANCE COMMITTEE
COUNCIL WORKSHOP
2001-40 Del Puerto Room
Tenth Street Place, 1010 10th Street
Modesto, California
Monday, January 27, 2025 at 4:00 PM
Roll Call: Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
Alternates: Eric Alvarez, Jeremiah Williams, Chris Ricci, Sue Zwahlen Council has not delegated directive or final approval authority to the Committees.
Committee actions are recommendations to the full City Council, not final decisions on an issue. * Public Comment will only be in-person. Members of the public who wish to address the Committee, by providing public comment, during the meeting must do so in-person in the 2001-40 Del Puerto Room. As an alternative, members of the public may also provide written public comment submitted via email as indicated in the Submitting Comments by Email instructions on this agenda. Zoom will still be available for viewing and Wordly translation. *Members of the public will be allowed to provide public comment through Zoom if a Committee Member is participating remotely pursuant to the provisions of Assembly Bill 2449. *Effective March 1, 2023, if a technical issue arises with Zoom or the phone dial-in option, the Committee meeting will continue unless the meeting is being held pursuant to the provisions of Assembly Bill 2449. Alternative viewing options are listed below, and the meeting is physically open to the public.
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"Wordly" puede traducir a más de 25 idiomas diferentes! Para acceder a la traducción durante la reunión, por favor escanee el código QR o haga clic en el enlace https://attend.wordly.ai/join/RJDY-6364.
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THE MEETING CAN BE VIEWED BY ZOOM VIDEO
CONFERENCING OR TELEPHONE
Joining the Committee meeting via Zoom
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Joining the Committee meeting via Telephone
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PUBLIC COMMENTS IN PERSON
Three-minute time limit per speaker.
Only interested persons in the audience may present these matters. Under State law, Committee Members may respond to matters being presented under this item only as follows:
a. Briefly respond to statements made or questions raised. b. Ask a question for clarification.
c. Provide a reference to staff or other resources for factual information. d. Request staff to report back at a subsequent meeting. e. Finally, a Committee Member or the Committee itself may take action to direct staff to place a matter of business on a future agenda.
SUBMITTING COMMENTS BY E-MAIL
Written comments may be submitted via email to: [email protected] (include Agenda Item Number in the subject line). All comments will be shared with the Committee - 2 -
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Members and placed in the record but will not be read aloud during the meeting. Written comments must be received two hours before the meeting.
This Agenda is on file in the City Clerk’s Office, Sixth Floor, 10th Street Place, Posting Board at entry of 10th Street Place, and is available on the City’s Web site at www.modestogov.com.
Materials related to an item on this Agenda submitted to the Council after distribution of the agenda packet are available for public inspection in the Clerk’s office during normal business hours. Such documents are also available online, subject to staff’s ability to post the documents before the meeting, at the following website www.modestogov.com/councilmeetings In accordance with the requirements of Title II of the Americans with Disabilities Act (“ADA”) of 1990, the Fair Employment & Housing Act (“FEHA”), the Rehabilitation Act of 1973 (as amended), Government Code section 11135 and other applicable codes, the City of Modesto (“City”) will not discriminate against individuals on the basis of disability in the City’s services, programs, or activities. For more information, please visit the City of Modesto website at https://www.modestogov.com/865/Americans-with-Disabilities-Act-ADA In compliance with the Americans with Disabilities Act, if you need special assistance to participate in this meeting, please contact the City Clerk (209) 577-5396. Notification 48 hours prior to the meeting will enable the City to make reasonable arrangements to ensure accessibility to this meeting
Any and all of the following agenda items are subject to action by the Modesto City Council.
CONSENT ITEMS – ROLL CALL VOTE REQUIRED:
Information concerning the consent items listed below has been forwarded to each Committee Member prior to this meeting for study. Unless some member of the audience or Committee Member has a question concerning an item and asks that it be withdrawn from the consent list, the Committee approves the items at one time. The action taken by the Committee in approving consent items is set forth in the explanation of this individual item.
CONSENT
An item may be removed from consent and discussed at the request of an audience member or Committee Member.
Consent
1. Consider the recommended budget adjustments to Fiscal Year 2024-25 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval. (Funding Source: Various Funds)
Motion recommending the budget adjustments to 2024-25 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval.
BUDGET; Steve Christensen, 209-577-5390, [email protected] - 3 -
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Consent
2. Consider the submission of the City’s Local Transportation Funds Fiscal Year 2023-24 and 2024-25 Claim for Non-Motorized and Other Purposes (bike lanes and pedestrian pathways) in the amount of $487,911, to the Stanislaus Council of Governments (StanCOG) and forwarding to Council for approval. (Funding Source: Local Transportation Funds)
Motion recommending the submission of the City’s Local Transportation Funds Fiscal Year 2023-2024 and 2024-25 Claim for Non-Motorized and Other Purposes (bike lanes and pedestrian pathways) in the amount of $487,911 to the Stanislaus Council of Governments (StanCOG), and forwarding to Council for approval.
Motion recommending amending the Fiscal Year 2024-2025 Capital Improvement Program Budget to fund project 100813 – Virginia Corridor Phase VII in an amount not to exceed $645,521 and forwarding to Council for approval.
ENGINEERING SERVICES; Nathan Houx, 209-571-5526, [email protected] Consent
3. Consider the Purchasing Agreements for the purchase of Transit Motor Parts with Gillig (LLC) Limited Liability Company, Hayward, CA, and Fleet Motor Parts and Services with Municipal Maintenance Equipment (MME), Sacramento, CA for a total amount not to exceed $3,575,000 over five years and forwarding to Council for approval. (Funding Source: Fleet Fund and Stanislaus Regional Transit Authority) Motion recommending the Purchasing Agreement for the purchase of Transit Motor Parts with Gillig LLC, Hayward, CA, for a two-year Agreement with three one-year extension options, for an annual estimated amount of $385,000 and a total amount not to exceed $1,925,000 over five years; and forwarding to Council for approval.
Motion recommending the Purchasing Agreement for the purchase of repair services with Municipal Maintenance Equipment, Sacramento, CA for a twoyear Agreement with three one-year extension options, for an annual combined estimated amount of $330,000 and a total amount not to exceed $1,650,000 over five years; and forwarding to Council for approval.
FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] Consent
4. Consider the First Amendment with Neil Sullivan LLC, Concord, California for Executive Team and Management Engagement Services increasing the Agreement amount to $200,000 and forwarding to Council for approval. (Funding Source: Various Funds)
Motion recommending the First Amendment with Neil Sullivan LLC, Concord, California for Executive Team and Management Engagement Services increasing the Agreement amount by $50,000 to a new total amount of $200,000 through the term of the Agreement and forwarding to Council for approval.
FINANCE DEPARTMENT; Dianne Love, 209-571-5164, [email protected] - 4 -
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Consent
5. Consider the Agreements with Bolt Staffing Service, Inc., Stockton, CA and Tryfacta, Inc., Stockton, CA for the furnishing of Temporary Staffing Services, for a total amount not to exceed $2,596,340 over five years and forwarding to Council for approval. (Funding Source: Various Funds)
Motion recommending the Agreements for the furnishing of Temporary Staffing Services with Bolt Staffing Service, Inc., Stockton, CA in the amount of $1,557,805 and Tryfacta, Inc., Stockton, CA in the amount of $1,038,535, for a two-year agreement with three one-year extension options, and a total combined amount not to exceed $2,596,341 over five years and forwarding to Council for approval.
HUMAN RESOURCES; Dawn Kelley, 209-577-5490, [email protected] Consent
6. Consider the First Amendment with Audeamus DBA Sebastian, Fresno, CA, for the Building Intrusion Alarm Services, increasing the Agreement for a total amount not to exceed $206,694 over five years and forwarding to Council for approval. (Funding Source: Building Maintenance Fund)
Motion recommending the First Amendment with Audeamus DBA Sebastian, for the Building Intrusion Alarm Services, increasing the Agreement amount by $122,696 for a new total amount not to exceed $206,694 and forwarding to Council for approval.
PUBLIC WORKS; Gabe DaSilva, 209-342-2281, [email protected]
ADJOURNMENT
Posted pursuant to Government Code Section 54954.2 on the bulletin board at Tenth Street Place on at by
date time signature
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CITY OF MODESTO
COMMITTEE AGENDA REPORT
DATE OF MEETING:
January 27, 2025
Date: January 8, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
FROM: Joseph P. Lopez, City Manager
SUBJECT: Monthly Budget Adjustment Report – January 2025 CONTACT: Steve Christensen, Office of Performance Management and Budget Director, [email protected] 209-577-5390
DESCRIPTION:
Consider the recommended budget adjustments to Fiscal Year 2024-25 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:
This item supports the City of Modesto 2020-2025 Strategic Plan focus on Governance and Service Delivery under Goal H: Achieve Financial Sustainability.
BACKGROUND:
Each month, staff presents a variety of budget adjustments requiring the approval of the City Council. These changes are submitted to the Finance Committee for review prior to submission to Council and include an explanation and justification for each transaction.
This report includes a number of adjustments that have been identified by monitoring department budgets. Due to the number of adjustments, they are included as an attachment to this report (Exhibit A). As in past reports, adjustments are segregated by fund and department as appropriate. The adjustments are reflected in a more summarized version and supporting documentation is available for review upon request.
Also included in this report as an attachment (Exhibit B) is a summary of the budget adjustments approved by the City Manager and/or Budget Manager and Office of Performance Management and Budget Director consistent with the authority levels that were approved by Council with the passing of the Fiscal Year 2024-25 Operating Budget via Resolution No. 2024- 191.
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Finance Committee, January 27, 2025
Monthly Budget Adjustment Report – January 2025
DISCUSSION:
The monthly budget adjustments attached as Exhibit A in this item include adjustments across various departments. These adjustments are explained in further detail within Exhibit A.
FISCAL IMPACT:
The fiscal impact of each item is noted in the attachments to this report. The adjustments are for Fiscal Year 2024-25.
RECOMMENDED COMMITTEE ACTION:
Staff Recommendations:
Motion recommending the budget adjustments to 2024-25 Annual Operating and Capital Improvement Program Budgets; and forwarding to Council for approval.
Approved by:
Joseph P. Lopez, City Manager
Attachments:
1. Exhibit A – Budget Adjustments Requiring Council Approval
2. Exhibit B – Staff Approved Budget Adjustments
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Finance Committee, January 27, 2025
Monthly Budget Adjustment Report
EXHIBIT A
COMMUNITY AND ECONOMIC DEVELOPMENT
A budget adjustment in the amount of $200,000 is needed to account for the Homeowner Rehabilitation Loans that are being converted to Grants in the Revolving Loan Fund (1155). This program is designed to eliminate health and safety hazards in residential properties for qualifying low-income households, and each loan has met the affordability covenant. The Homeowner Rehabilitation Program is funded through the Community Block Grant Revolving Loan Fund.
A budget adjustment in the amount of $55,000 is necessary to reduce CED - Planning operating expenditures and to establish a transfer from the General Fund (0100) to the Economic Development/Strategic Plan Fund (1800) for Project 101643 CED - TrakIT Improvement Project. The budget will be allocated to Project 101643 to fund eTrakit consulting services to be used by the Planning and Building Safety Division. A budget adjustment of $88,565 is necessary to set up an initial project expenditure budget for Project 101506 – Building Safety Abatement based on building code abatement fees generated to date. This fee’s purpose is to recover costs and fund City services related to addressing dangerous property violations. This adjustment request recognizes an expenditure budget based on total revenue received to date since the reorganization of the Neighborhood Preservation Unit (NPU) over to the Modesto Police Department. NPU is authorized for the abatement of public nuisance issues while Building safety has retained responsibility for building code violation abatement as indicated in resolution 2011-437 which established fund 4910-abatement of public
MEASURE H
A budget adjustment in the amount of $15,000 is needed in the FIN – Measure H – Accounting cost center in the General Fund - Measure H (0160) to account for the annual audit expenses related to Fiscal Year 2024 and anticipated for the Fiscal Year 2025 annual audit.
MODESTO POLICE DEPARTMENT
A budget adjustment in the amount of $52,780 is needed in the 2023-2024 Supplemental Law Enforcement Services Fund (SLESF) Project (101539) in the Police Grants Fund (1342) to increase the expense and revenue budget to account for State revenues and offsetting expenditures.
A budget adjustment in the amount of $320,005 is needed in the General Fund (0100) Asset Forfeiture Cost Center 19465 to account for increased costs related to Public Safety Equipment and Tools and Field Supplies. Additionally, a budget adjustment in the amount of $613,781 to increase in revenue account 46507 – Seized Forfeitures which is reconciled on a yearly basis with Asset Forfeiture Trust Funds with a current balance of $1,365,285. The Asset Forfeiture Trust balance is made up of funds received from Stanislaus County adjudications related to seized assets during Police operations. #1..
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Finance Committee, January 27, 2025
Monthly Budget Adjustment Report
UTILITIES
A budget adjustment in the amount of $1,152,162 is necessary to establish a transfer from the Sewer Operations Fund (4210) to the Sewer NVRRWP (North Valley Regional Recycled Water Program) State Revolving Loan Fund (4235). The transfer is being complete to assign the cash reserve for the NVRRWP loan to its own account as requested by the State Water Resources Control Board.
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Department Director/Director of Office Performance and Budget (OPMB)/City Manager Approved Budget Adj EXHIBIT B For FY2024/25
AT #
Approved
by CM,
Director
OPMB or DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-060 OPMB Dir 0100 General Fund MFD - Administration & Officers PERS - Unfunded Accrued Liability Lump Sum Exp $ 430,335 $ 130,660 $ 560,995
AT-060 OPMB Dir 0100 General Fund MFD - Suppression PERS - Unfunded Accrued Liability Lump Sum Exp $ 6,587,696 $ 88,826 $ 6,676,522
AT-060 OPMB Dir 0100 General Fund MFD - Fire Services for Stanislaus Consolidated
PERS - Unfunded Accrued Liability Lump
Sum Exp $ 75,765 $ 12,623 $ 88,388
AT-060 OPMB Dir 0100 General Fund MFD - Fire Services for Oakdale PERS - Unfunded Accrued Liability Lump Sum Exp $ 221,400 $ 98,156 $ 319,556
AT-060 OPMB Dir 0100 General Fund MFD - Fire Services for Ceres PERS - Unfunded Accrued Liability Lump Sum Exp $ 605,878 $ (181,250) $ 424,628
AT-060 OPMB Dir 0100 General Fund MFD - Fire Services for Turlock PERS - Unfunded Accrued Liability Lump Sum Exp $ 66,435 $ (60,542) $ 5,893
AT-060 OPMB Dir 0100 General Fund MFD - Fire Services For Salida PERS - Unfunded Accrued Liability Lump Sum Exp $ 153,563 $ (4,437) $ 149,126
AT-060 OPMB Dir 0100 General Fund MFD - Fire Investigations PERS - Unfunded Accrued Liability Lump Sum Exp $ 173,393 $ 55,377 $ 228,770
AT-061 DD 0100 General Fund 02015 - CMO - Communications and Legislative Affairs Budget Only - Salary Adjustment - Decrease Exp $ - $ (46,460) $ (46,460) AT-061 DD 0100 General Fund 02015 - CMO - Communications and Legislative Affairs Budget Only - Benefit Adjustment - Decrease Exp $ - $ (30,972) $ (30,972) AT-061 DD 0100 General Fund 14180 - CED - Economic Development Budget Only - Salary Adjustment - Increase Exp $ - $ 46,460 $ 46,460 AT-061 DD 0100 General Fund 14180 - CED - Economic Development Budget Only - Benefits Adjustment - Increase Exp $ - $ 30,972 $ 30,972 AT-068 OPMB Dir 0100 General Fund 34150 - John Thurman Field Park Ops Repair and Maintenance Services Exp $ 42,000 $ (25,000) $ 17,000 AT-068 OPMB Dir 0100 General Fund 35220 - PRN Operation Services Admin Repair and Maintenance - Real Property Exp $ 266,375 $ 25,000 $ 291,375 AT-069 DD 0100 General Fund 32020/32021 - Parks Planning and Development Various Exp $ 983,806 $ (983,806) $ -
AT-069 DD 0100 General Fund 13320/13321 - Parks Planning and Development Various Exp $ - $ 983,806 $ 983,806
#REF! $ 9,606,646 $ 139,413 $ 9,746,059
AT-060 OPMB Dir 0160 General Fund - Measure H Funds MFD - Measure H - Emergency Medical Services Response
PERS - Unfunded Accrued Liability Lump
Sum Exp $ 138,218 $ 17,494 $ 155,712
AT-060 OPMB Dir 0160 General Fund - Measure H Funds MFD - Measure H - Fire Prevention Bureau
PERS - Unfunded Accrued Liability Lump
Sum Exp $ 53,227 $ 53,929 $ 107,156
Total Changes for Fund 0160 $ 191,445 $ 71,423 $ 262,868 AT-060 OPMB Dir 1341 Grants - Operation Grants
Reimbursed MFD - 2020 FEMA SAFER Grant PERS - Unfunded Accrued Liability Lump Sum Exp $ 281,066 $ (225,314) $ 55,752
A budget adjustment is necessary to reallocate the PERs Unfunded Liability within the Fire Department. The overall allocation is not changing and the reallocation is being made to match the years of services for the positions and then allocating the percentage based on those years of service to each cost center.
AT-063 CM 1341 Grants - Operation Grants
Reimbursed 101600 - PLBP FY24 Intergov - State - CA Department of Transportation Rev $ - $ 250,000 $ 250,000
AT-063 CM 1341 Grants - Operation Grants
Reimbursed 101600 - PLBP FY24 Professional Services Exp $ - $ 250,000 $ 250,000 AT-064 OPMB Dir 1341 Grants - Operation Grants
Reimbursed 101400 - UOPP12 Interest Revenue on Bank Account Rev $ - $ 836 $ 836 AT-064 OPMB Dir 1341 Grants - Operation Grants
Reimbursed 101400 - UOPP12 Professional Services Exp $ 8,000 $ 836 $ 8,836 AT-082 OPMB Dir 1341 Grants - Operation Grants
Reimbursed 101600 - PLBP FY24 AuC - Professional Services Exp $ 250,000 $ (30,000) $ 220,000 AT-082 OPMB Dir 1341 Grants - Operation Grants
Reimbursed 101600 - PLBP FY24 AUC - Svcs City Forces - Interfund Exp $ - $ 30,000 $ 30,000 Total Changes for Fund 1341 $ 539,066 $ 276,358 $ 815,424 AT-077 CM 1342 Police Grants 101639 - FY24-25 OTS Bike/Ped Grant 42141 - Intergov - State - OTS Rev $ - $ 44,800 $ 44,800 AT-077 CM 1342 Police Grants 101639 - FY24-25 OTS Bike/Ped Grant Police Overtime Exp $ - $ 22,935 $ 22,935 AT-077 CM 1342 Police Grants 101639 - FY24-25 OTS Bike/Ped Grant Tools & Field Supplies <$5,000 Exp $ - $ 15,850 $ 15,850 AT-077 CM 1342 Police Grants 101639 - FY24-25 OTS Bike/Ped Grant Training Expenses Exp $ - $ 6,015 $ 6,015 A budget adjustment is necessary to reallocate the PERs Unfunded Liability within the Fire Department. The overall allocation is not changing and the reallocation is being made to match the years of services for the positions and then allocating the percentage based on those years of service to each cost center.
A budget adjustment is necessary to reallocate the PERs Unfunded Liability within the Fire Department. The overall allocation is not changing and the reallocation is being made to match the years of services for the positions and then allocating the percentage based on those years of service to each cost center.
A budget adjustment is necessary to move salary from 02015 to 14180 due to the Multimedia Designer position being moved to the Community and Economic Development Department.
A budget adjustment of $250,000 is necessary for the creation of a new budget for award of AB102 Grant from Caltrans. Will support "drive up drop off" events throughout the City to collect bulky items, tires, electronic waste, mattresses, and other items.
Events are designed to discourage illegal dumping. This was authorized on the City Manager's signature per accepting of the Grant on Resolution 2024-072.
A budget adjustment in the amount of $836 is needed to recognize revenue received from interest and to program offsetting expenses in a like amount.
A budget adjustment is needed to move discretionary savings from John Thurman Field to Park Operations to cover the Roof Repair for the City owned building at 622 14th Street which is leased to the Modesto Garden Club. The City is contracted with the Club to cover these repairs.
A Budget Adjustment is necessary to move the remaining budget in PRN - Parks Planning and Development and PRN - Measure H - Parks Planning and Development (32020, 32021) Divisions after the 11/12/24 Position Allocation Amendment (Reso 2024-414) which moves the Parks Planning Division from Parks, Recreation and Neighborhood Department to the Engineering Departments. The new Cost Centers in the Engineering Department are as follows: 13320 - ENG - Parks Planning and Development and 13321 - Measure H - Parks Planning and Development. There is no overall increase or decrease to The General Fund or the Measure H General Fund.
A budget adjustment is need in the amount of $44,800 to create a new project budget for the 2024-2025 OTS Pedestrian & Bicycle Safety Grant, PS#25046, awarded to the Modesto Police Department in the amount of $44,800. This is to also program revenues & offsetting expenses, as per the approved grant program categories of the expenditure & as contained in the grant agreement for Grant Award # PS25046, in the amount of $44,800
A budget adjustment is necessary to redistribute Budget Between Task Lines. The overall project budget is not changing.
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Department Director/Director of Office Performance and Budget (OPMB)/City Manager Approved Budget Adj EXHIBIT B For FY2024/25
AT #
Approved
by CM,
Director
OPMB or DD
Fund Fund Name Cost Ctr/Project Name Account Name Rev/Exp/TI/ TO Account
Current
Budget
Increase
(Decrease)
Revised
Budget Description
AT-081 OPMB Dir 1342 Police Grants 101355 - 21/22 SLESF Appr Unit A - N/E Exp $ 10,000 $ (9,048) $ 952 AT-081 OPMB Dir 1342 Police Grants 101355 - 21/22 SLESF Appr Unit A - Cntl Exp $ 10,000 $ (10,000) $ - AT-081 OPMB Dir 1342 Police Grants 101355 - 21/22 SLESF Appr Unit A - N/W Exp $ 10,000 $ (3,529) $ 6,471 AT-081 OPMB Dir 1342 Police Grants 101355 - 21/22 SLESF Appr Unit A - Sth Exp $ 20,000 $ (9,093) $ 10,907 AT-081 OPMB Dir 1342 Police Grants 101355 - 21/22 SLESF Appr Unit A - Qual Life OT Exp $ - $ 31,670 $ 31,670 Total Changes for Fund 1342 $ - $ 89,600 $ 89,600
AT-074 CM 1800 Economic Development/Strategic
Plan Fund 101533 Subdivision Map AUC - Svcs City Forces - Interfund Exp $ 3,263 $ (2,284) $ 979 AT-074 CM 1800 Economic Development/Strategic
Plan Fund 101533 Subdivision Map AUC - Legal Services Exp $ - $ 2,284 $ 2,284 Total Changes for Fund 1800 $ 3,263 $ - $ 3,263
AT-062 OPMB Dir 3216 Woodglen 2018-1 CFD Fund 14749-CED-Woodglen CFD Annexation Formation and Annual Maintenance Water Utility Expense Exp $ 5,000 $ 17,000 $ 22,000 A budget adjustment of $17,000 is necessary to increase budget line item 53043-Water Utility Expenses to cover monthly water usage expenses for landscaping in the CFD, as this is a newer CFD usage has seen an increase with new development. This increase will be paid through revenue in the fund collected with CFD annual levy taxes.
Total Changes for Fund 3216 $ 5,000 $ 17,000 $ 22,000
AT-078 OPMB Dir 3130 Parks Fund 100986 - The Awesome Spot CON Exp $ 174,013 $ (25,332) $ 148,681 AT-078 OPMB Dir 3130 Parks Fund 100986 - The Awesome Spot CON State Grant Exp $ 400,000 $ (254,880) $ 145,120 AT-078 OPMB Dir 3130 Parks Fund 100986 - The Awesome Spot CA - State Grant Exp $ - $ 122,442 $ 122,442 AT-078 OPMB Dir 3130 Parks Fund 100986 - The Awesome Spot EDA - State Grant Exp $ - $ 73,887 $ 73,887 AT-078 OPMB Dir 3130 Parks Fund 100986 - The Awesome Spot CTGY - State Grant Exp $ - $ 58,551 $ 58,551 AT-078 OPMB Dir 3130 Parks Fund 100986 - The Awesome Spot CA Exp $ - $ 25,332 $ 25,332 Total Changes for Fund 3130 $ 574,013 $ - $ 574,013
AT-065 OPMB Dir 4210 Sewer Operations Fund 100372 - Sutter Plant Pkg Lot/Security EDA Exp $ 1,065,750 $ (100,000) $ 965,750 AT-065 OPMB Dir 4210 Sewer Operations Fund 100372 - Sutter Plant Pkg Lot/Security CCF Exp $ 350 $ 10,000 $ 10,350 AT-067 CM 4210 Sewer Operations Fund 101637 - 2024/25 SS Replacement AUC-EDA Exp $ - $ 50,000 $ 50,000 A budget adjustment is necessary to establish the initial project budget AT-076 CM 4210 Sewer Operations Fund 101090 - 18/19 Lift Station Improvement CON Exp $ 885,952 $ (50,000) $ 835,952 AT-076 CM 4210 Sewer Operations Fund 101090 - 18/19 Lift Station Improvement EDA Exp $ 132,893 $ 50,000 $ 182,893 AT-079 OPMB Dir 4210 Sewer Operations Fund 101615 - Supplemental Environmental Prj Appr Unit C Exp $ 350,000 $ 25,000 $ 375,000 A budget adjustment is necessary to add a budget line for staff time from CEDD to establish SEP Units for the project.
Total Changes for Fund 4210 $ 2,434,945 $ (15,000) $ 2,419,945 AT-070 OPMB Dir 6710 TRRP CIP Fund 101432 - TRRP B Improvements CON - Construction Exp $ 315,000 $ 29,670 $ 344,670 AT-070 OPMB Dir 6710 TRRP CIP Fund 101432 - TRRP B Improvements EDA - Eng/Des/Admin Exp $ 35,000 $ (29,670) $ 5,330 AT-071 OPMB Dir 6710 TRRP CIP Fund 101109 - TRRP River Overlook CA Exp $ 65,000 $ (10,400) $ 54,600 AT-071 OPMB Dir 6710 TRRP CIP Fund 101109 - TRRP River Overlook CON Exp $ 649,133 $ (103,861) $ 545,272 AT-071 OPMB Dir 6710 TRRP CIP Fund 101109 - TRRP River Overlook CTGY-CIP Exp $ 65,001 $ (10,400) $ 54,601 AT-071 OPMB Dir 6710 TRRP CIP Fund 101109 - TRRP River Overlook EDA Exp $ 220,806 $ 124,661 $ 345,467 AT-075 OPMB Dir 6710 TRRP CIP Fund 101478 - TRRP B Improvements AUC - CA Exp $ 34,271 $ (151) $ 34,120 AT-075 OPMB Dir 6710 TRRP CIP Fund 101478 - TRRP B Improvements AUC - CON Exp $ 296,832 $ 151 $ 296,983 Total Changes for Fund 6710 $ 1,681,043 $ - $ 1,681,043 A budget adjustment is necessary to redistribute Budget Between Task Lines. The overall project budget is not changing.
A budget adjustment is necessary to reallocate $29,670 from EDA to CON on the project. The overall project budget is not changing.
A budget adjustment is necessary to redistribute Budget Between Task Lines. The overall project budget is not changing.
A transfer is needed between tasks to cover an upcoming amendment to the design contract for the TRRP River Overlook Project
A budget adjustment is necessary to establish a professional services budget for legal review. The project is funded by a $5,000 time and material trust from Mid Valley Engineering (MVE, INC.) for the proposed development agreement.
A budget adjustment is necessary to move $151 from task line AUC -CA to AUC - CON to encumber an installation contracts awarded by City Council on 12/10/2024, Reso 2024-456
A budget adjustment is necessary to redistribute Budget Between Task Lines. The overall project budget is not changing.
A budget adjustment is necessary to reallocate funds to encumber the construction contract, approved by Council on 12/10/24 per Resolution 2024-459. There is no increase or decrease to the overall project budget.
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CITY OF MODESTO
COMMITTEE AGENDA REPORT
DATE OF MEETING:
January 27, 2025
Date: January 3, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Toby Wells, Director of Engineering Services/City Engineer SUBJECT: Local Transportation Funds Claim FY 2023-24 and 2024-25 CONTACT: Nathan Houx, Parks Planning and Development Manager, [email protected], 209-571-5526
DESCRIPTION:
Consider the submission of the City’s Local Transportation Funds Fiscal Year 2023-24 and 2024- 25 Claim for Non-Motorized and Other Purposes (bike lanes and pedestrian pathways) in the amount of $487,911, to the Stanislaus Council of Governments (StanCOG) and forwarding to Council for approval. (Funding Source: Local Transportation 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:
Every year, the Stanislaus Council of Governments (StanCOG) distributes within their jurisdiction approximately $24.5 million in Local Transportation Funds (LTF) and State Transit Assistance Funds (STA) as required by the Transportation Development Act (TDA). TDA funds are primarily intended for transit needs, however, the TDA mandates that 2% of the LTF funds be apportioned for non-motorized (bicycle and pedestrian) purposes.
LTF funds for non-motorized purposes is an important source of revenue for bike trail construction and bike lane striping projects. These funds are derived from ¼ cent of the sales tax and have been used in the past as a local match for Federal funds and to support the development for the following bicycle and pedestrian projects:
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Finance Committee, January 27, 2025
Local Transportation Funds Claim FY 2023-24 and 2024-25
100692 – Bike Lane Striping
100813 – Virginia Corridor Phase VII
101232 – TRRP Riverwalk Trail: Gateway to Legion
DISCUSSION:
On June 13, 2023, and June 10, 2024, StanCOG apportioned $243,628 and $244,283 respectively for non-motorized purposes for FY 2023-24 and 2024-25. The City of Modesto was allocated a combined total of $487,911 for the bicycle and pedestrian projects per StanCOG Resolutions 22-71 and 23-30. This funding will be used for the Virginia Corridor Phase VII project to continue development of the trail from Woodrow Avenue to the Hetch Hetchy Trail (CIP 100813).
When preparing the Fiscal Year 2023-24 and 2024-25 claim, it was noted that $157,610 in funding, accumulated in prior Fiscal Years, had not been budgeted to projects. Staff recommends the proposed budget adjustment to align the project budgets with the funding held in deferred revenue in addition to the FY 2023-24 and 2024-25 for a total allocation of $645,521.
FISCAL IMPACT:
This claim for LTF funds for non-motorized purposes is the formal request by the City to StanCOG to release its apportionment of LTF funds for non-motorized projects and non-motorized interest during the current fiscal year.
Apportionments for non-motorized 2% LTF:
FY 2023-2024 Award $243,628
FY 2024-2025 Award $244,283
Total $487,911
The revenue shall be allocated to the following CIP projects:
100813 – Virginia Corridor Phase VII $487,911
Total $487,911
Additionally, $157,610 of accumulated interest and prior year claim funds are being recognized and allocated to the Virginia Corridor Phase VII project. The total increase is $645,521.
RECOMMENDED COMMITTEE ACTION:
Staff Recommendations:
Motion recommending the submission of the City’s Local Transportation Funds Fiscal Year 2023- 2024 and 2024-25 Claim for Non-Motorized and Other Purposes (bike lanes and pedestrian pathways) in the amount of $487,911 to the Stanislaus Council of Governments (StanCOG) and forwarding to Council for approval.
Motion recommending amending the Fiscal Year 2024-2025 Capital Improvement Program Budget to fund project 100813 – Virginia Corridor Phase VII in an amount not to exceed $645,521 and forwarding to Council for approval.
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Finance Committee, January 27, 2025
Local Transportation Funds Claim FY 2023-24 and 2024-25
Approved by:
Toby Wells, Engineering Services Director/City
Engineer
Joseph P. Lopez, City Manager
Attachments:
1. FY23/24 and FY24/25 LTF claim
2. StanCOG Resolution 22-71
3. StanCOG Resolution 23-30
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The City of Modesto hereby requests, in accordance with the Transportation Development Act and applicable rules and regulations, that its claim for other purposes be approved in the amount of for fiscal year 2023/24 and 2024/2025, to be drawn from the Local Transportation Fund.
When approved, please transmit this claim to the County Auditor for payment. Approval of the claim and payment by the County Auditor to this applicant is subject to such monies being on hand and available for distribution, and to the provisions that such monies will be used only in accordance with the terms contained in the approving resolution to the Stanislaus Council of Governments.
The claimant certifies that this Local Transportation Fund claim and the financial information contained therein is reasonable and accurate to the best of my knowledge and conforms with the requirements of the Transportation Development Act and applicable rules and regulations.
Submitted by:
Title:
Date:
StanCOG Board of Directors:
Date of approval:
Resolution #:
StanCOG Approving Authority
LOCAL TRANSPORTATION FUND
CLAIM FOR FISCAL YEAR 2023/24 & 2024/2025 OTHER PURPOSES
TRANSPORTATION DEVELOPMENT ACT
$ 487,911.00
TO: Stanislaus Council of Governments
1111 I Street, Suite 308
Modesto, CA 95354
FROM: Applicant: City of Modesto
Address: 1010 10th Street
City Modesto, CA Zip: 95354
Contact Person: Toby Wells / Alex Pena Phone: 571-5542 / 571-5511 E-mail Address: [email protected] Fax: 209-491-5992
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CLAIMANT: City of Modesto
1. Planning, Local
--PUC 99262/99402 $ -
2. Planning, Local Transit
_______________________ * $ -
3. Streets and Roads
--PUC 99400 (a)
4. Nonmotorized - 2% LTF funds
--PUC 99233.2/99234 $ 487,911.00
5. Nonmotorized - Other LTF funds
--PUC 99233.2/99234 $ -
6. TOTAL CLAIM $ 487,911.00
City of Modesto
Total LTF available to be claimed for other purposes:
FY 2023/24 Nonmotorized Apportionment $ 243,628
FY 2024/25 Nonmotorized Apportionment $ 244,283
Total 2% Nonmotorized $ 487,911.00
Total available to be claimed at this time $ 487,911.00 * If you have proposed transit expenditures, please fill in the appropriate PUC Code.
This table is to be filled out by StanCOG staff
LOCAL TRANSPORTATION FUND
CLAIM FOR OTHER PURPOSES
TABLE 1
FY 2023/24 and FY 2024/2025
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CLAIMANT: City of Modesto
ACTUAL /
B P P PROJECT PROJECT 2022/23 2023/24 2024/25 ESTIMATED
I E L IN IN ACTUAL ACTUAL CLAIM EXPENDITURES
K D A StanCOG's CITY/CO EXPENDITURES EXPENDITURES FOR 3 YEAR
E N BIKE BIKE PERIOD
ID PROJECT TITLE PLAN * PLAN *
100692 Bike Lane Striping x YES $0.00 $0.00 $60,456.85 $60,456.85 100813 Virginia Corridor Phase VII x x YES $22,577.41 $39,301.67 $2,125,532.91 $2,187,411.99 101232 TRRP Riverwalk Prjct: Gateway to Legion x x YES YES $65,693.37 $119,603.61 $4,462.02 $189,759.00 $88,270.78 $158,905.28 $2,190,451.78 $2,437,627.84
2020/21 2021/22 2022/23 2023/24 2024/25 5 Year
Actual Actual Actual Actual Claim Total
Bicycle facilities $143,101.52 $1,412.42 $44,135.39 $79,452.64 $1,125,454.32 $1,393,556.29 Pedestrian facilities $142,784.42 $354.19 $44,135.39 $79,452.64 $1,064,997.47 $1,331,724.11 Preparation of Bicycle Plan $0.00 $0.00 $0.00 $0.00 $0.00 $0.00 $285,885.94 $1,766.61 $88,270.78 $158,905.28 $2,190,451.78 $2,725,280.39 YES
StanCOG 50% bicycle expenditure requirement: The 5 year bicycle expenditures must be 50% or greater. 2021/22 2022/23 2023/24 24/25
Fiscal year beginning fund balance $1,230,461.24 $1,494,791.47 $1,763,533.46 $1,946,168.78 Plus fiscal year 2% nonmotorized claim $265,431.27 297,316 $ $ 243,628 $ 244,283 Plus interest $665.57 $59,696.77 $97,912.60 $0.00
Minus nonmotorized expenditures ($1,766.61) ($88,270.78) ($158,905.28) $0.00 $1,494,791.47 $1,763,533.46 $1,946,168.78 $2,190,451.78
1. Prior year(s) LTF carryover held by jurisdiction applied towards FY 2024/25 Nonmotorized claim (TABLE 4)
3. FY 2023/24 and 2024/25 Nonmotorized 2% funds applied towards FY 2024/25 projects (must match Page 2, Line 4)
4. FY 2024/25 Other LTF funds applied towards Nonmotorized claim (must match Page 2, Line 5)
5. FY 2024/25 Nonmotorized 2% funds to be held at StanCOG
6. Total of lines #1 through #5 above
$158,275
* SEE PAGE 3b FOR NONMOTORIZED REGULATIONS/POLICIES AND NOTES $0
$487,911
$2,190,452
$0
2. Interest earned on previously paid LTF funds held by jurisdiction (required by State law) (TABLE 4) $1,544,266
NONMOTORIZED PROJECTS
(Use additional forms if necessary)
BRIEFLY DESCRIBE PROJECTS AND EXPENDITURES INCLUDED IN THE 3 YEAR PERIOD BELOW FY 2023/24 and FY 2024/2025
RECORD LTF FUNDS ONLY
TABLE 3
TOTAL AMOUNT OF BIKE/PED EXPENDITURES
% of Total
TABLE 4
TABLE 2
FOR BIKE PROJECTS ONLY
BREAKDOWN BY PROJECT
BREAKDOWN BY CATEGORY
TOTAL FUNDS APPROPRIATED TO PROJECTS
Fiscal year ending fund balance
MODE
Expenditures
51.13%
48.87%
0.00%
DOES THIS CLAIM MEET THE MINIMUM 50% BICYCLE EXPENDITURE STANCOG PERFORMANCE STANDARD?
RECORD LTF FUNDS ONLY
FUNDS HELD IN RESERVE AT JURISDICTION
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CLAIMANT: City of Modesto
NONMOTORIZED REGULATION/POLICY REMINDERS:
D. All funds must be spent within five years of receipt. Over the five-year period shown in Table 3, at least 50% of funds must be spent for bicycle purposes. StanCOG will not allocate funds to any jurisdiction which is in violation of these policies.
NOTES:
* By StanCOG policy, all bike projects must appear in either StanCOG's Bicycle Action Plan, or in a City or County bicycle plan, to be eligible for LTF funding. ** Beginning with FY 2003/04, nonmotorized funds will only be allocated by StanCOG for specific projects.
If no project is identified, funds will be held in reserve at StanCOG for eventual use by that jurisdiction. other sources to fund bicycle safety education programs, but the funds shall not be used to fully fund the
NONMOTORIZED PROJECTS
FY 2023/24 and FY 2024/2025
(Continued)
C. State law allows a jurisdiction to use up to 5% of the amount available each year to supplement moneys from lanes (PUC 99234(h)).
salary of any one person (PUC 99233.3).
A. State law allows a jurisdiction to use LTF to update a Bicycle Action Plan once every five years (PUC 99234(h)).
B. State law allows a jurisdiction to use up to 20% of the amount available each year to restripe Class II bicycle
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CLAIMANT: City of Modesto
ANNUAL PROJECT AND FINANCIAL PLAN
PROJECTS FOR OTHER PURPOSES
FY 2023/24 and FY 2024/2025
(Use additional forms as necessary)
TABLE 5
Will this Project Will this Project Is this Project Total LTF add new use Federal consistent with Project Funds
travel lanes? Funds? the RTP Cost Utilized
Yes or No Yes or No Yes or No
TOTAL - -
1. LTF carryover applied towards FY 2023/24 Other Purposes
2. Interest earned on LTF carryover (required by State law)
3. FY 2023/24 apportionment applied towards FY 2023/24 Other Purposes
4. Total of Lines 1, 2 and 3 above
-
-
Project Title & Brief Description
Briefly describe all proposed projects and indicate proposed project expenditures -
-
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TO: Staff Report
Resolution
FROM:
DATE:
SUBJECT:
Policy Board
Vanessa Portillo, Director of Finance
Isabel Garcia, Financial Services Specialist II
June 13, 2023
Revised FY 2023/24 Local Transportation Funds (LTF)
Apportionments
_________________________________________________________________________________ Recommendation
By Motion:
Approve by Resolution 22-71:
1. Approve the Revised FY 2023/24 Local Transportation Funds (LTF) apportionment as shown in Schedule 1, columns 4 through 6, which is based on the estimate provide by the County Auditor-Controller
2. The Remaining Distribution of FY 2023/24 Local Transportation Funds (LTF) adjusted $26,903,532.
3. The calculated FY 2023/23 Transit Ceiling Caps includes State Transit Assistance (STA) and Local Transportation Fund (LTF) as shown in Schedule 2 table, which is based on the estimate provided by the State Controller.
Background
As the Regional Transportation Planning Agency (RTPA) for the Stanislaus region, StanCOG administers and distributes Transportation Development Act (TDA) funds. TDA consists of two types of funds: Local Transportation Funds (LTF) and the much-smaller State Transit Assistance (STA) Funds. LTF is derived from 1/4 cent retail sales tax collected statewide, then returned to each county according to the amount of tax collected in that county. STA is derived from the statewide sales tax on gasoline and diesel fuel.
Stanislaus County is unique with regard to the allocation of TDA funds. In 1997, Senate Bill 344 created a new section in the TDA (PUC Section 99233.11) in which StanCOG shall use the cost sharing criteria approved by the StanCOG Policy Board. These criteria have been incorporated Item 7E
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into a document called the Transit Cost Sharing Procedures (TCSP).
The TCSP process consists of three steps:
1. Initial Local Transportation Funds and State Transit Assistance Funds Apportionment Per TDA regulations, StanCOG is to receive an LTF estimate from the County AuditorController by February 1, each year. At their January meetings the Management and Finance Committee, and the Executive Committee recommended the transmittal of an LTF estimate of $32,000,000 to the County Auditor-Controller for Fiscal Year (FY) 2023/24.
The estimate was intended to provide input for the Auditor-Controller’s consideration.
The State Controller’s Office is required to provide the FY 2023/24 preliminary STA estimate by January 31. STA funds may only be used for transit. STA is comprised of two parts: PUC 99313 and PUC 99314. The population portion is allocated under 99313 and is the larger portion of STA funds received by StanCOG. According to the TCSP, the Stanislaus Regional Transit Authority (StanRTA) will claim PUC 99313 funds. The operator revenue portion of STA funds are allocated based on operator revenues from the prior fiscal year. Those funds are covered under PUC 99314. By law, the PUC 99314 funds must be allocated to the specified operators.
2. Determine the LTF Needed for Transit
The Transit Cost Sharing Committee meets in April to determine the LTF needed for transit.
3. The Remaining Distribution of the LTF will be held in reserves for future regional transit projects. This will be determined after Transit Cost Sharing process is complete in April.
Discussion
Two administrative errors were found in the February 15 calculation of LTF remaining for transit.
1. The StanRTA Transit Center Regional Claim of $300,000 was not included in the calculation.
2. The conditional estimate for the Consolidated Transportation Service Agency (MOVE) was incorrect; the estimate was $1,435,441 and should have been $1,505,280.
Based on the TDA and Step 1 of Transit Cost Sharing Procedures, the apportionments are determined as follows:
1. FY 2023/24 LTF Estimate- On January 18, 2023, StanCOG received from the AuditorController the FY 2023/24 LTF estimate of $32,000,000 (Attachment 1). StanCOG staff concurred with the Auditor- Controller’s estimate.
The STA estimate has been received from the State Controller. StanCOG staff has updated Schedule 1 with FY23-24 estimates.
2. 1% of LTF Funds are designated for TDA administration for FY 2023/24, an amount of $320,000 is identified for TDA administration.
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3. According to TDA statute, 3% of annual revenues may be claimed for transportation planning purposes. Staff recommends $960,000 for FY 2023/24.
4. 2% of the remaining LTF funds may be apportioned for pedestrian and bicycle facilities. For FY 2023/24, $614,400 will be available for bicycle and pedestrian claims.
5. Conditional deductions from LTF funds are made for Regional Transit Projects. An amount of $1,696,788 (includes revision of $300k for StanRTA) is identified for Regional Transit Projects. These amounts will be presented for Policy Board recommendation by the Transit Cost Sharing Committee in Step 2.
6. Conditional deductions from LTF funds are made for the Consolidated Transportation Services Agency (CTSA). The estimated LTF for CTSA is $1,505,280 (includes revision). The actual amount claimed will be presented for Policy Board recommendation by the Transit Cost Sharing Committee in Step 2.
7. Determination of remaining TDA funds (LTF and STA) is applied to the most recently adopted Transit Percentage Ceiling Caps. This sets the amount of TDA funds that each transit agency may claim. Current ceiling cap percentages are 87% for StanRTA and 13% for Turlock Transit.
The amount will be identified as one lump sum, remaining TDA funds, not needed to fund transit, will be held in regional reserves in accordance with Step 3 of the Transit Cost Sharing Procedures.
Advisory Committee Action
This item was presented to the Social Services Transportation Advisory Council Committee, Management and Finance Committee, and Executive Committee at their June meetings. They unanimously concurred with the staff’s recommendations.
Should you have any questions regarding this staff report, please contact Vanessa Portillo, Director of Finance, at 209-525-4640 or via e-mail at [email protected].
Attachments:
1. Schedule 1: Initial LTF and STA Apportionment for FY 2023/24 (adjusted with STA estimates)
2. Schedule 2: Calculation of Transit Ceiling CAPS for FY 2023/24 (adjusted with STA estimates)
3. Resolution 22-71
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APPORTIONMENT BASED ON $32,000,000 OF LTF *
Column Column Column Column Column Column Column Column Column #1 #2 #3 #4 #5 #6 #7 #8 #9
JURISDICTION POPULATION % OF TDA PLANNING NONMOTORIZED REMAINING 2023/24 STA 2023/24 STA POPULATION ADMIN (2% LTF) LTF PUC 99313 PUC 99314
Note 1 Note 2 and 3 Note 2 and 3
CERES 48,386 8.8060% 54,105
HUGHSON 7,495 1.3641% 8,381
MODESTO 217,880 39.6530% 243,628NEWMAN 12,244 2.2283% 13,691 OAKDALE 23,071 4.1988% 25,797PATTERSON 24,370 4.4352% 27,250 RIVERBANK 24,583 4.4740% 27,488
TURLOCK 71,531 13.0183% 79,984 27,988
WATERFORD 8,872 1.6147% 9,920
COUNTY (UNINC.) 111,034 20.2076% 124,156
STANRTA 6,556,304 393,014StanCOG 320,000 960,000REMAINING LTF 30,105,600TOTAL 549,466 100.0000% 320,000 960,000 614,400 30,105,600 6,556,304 421,002 * Local Transportation Fund estimate received from County Auditor-Controller, letter dated 1/18/23 TDA Admin 320,000 Planning 960,000
Note 1: January 2022 population estimates from the Dept. of Finance for 1/1/22 Nonmotorized 614,400 STA PUC 99313 6,556,304Note 2: State Transit Assistance estimate to be received from the State Controller's Office by 1/31/23 Remaining LTF (input to Step 2) 30,105,600 STA PUC 99314 421,002 Total LTF 32,000,000 6,977,306
Remaining LTF 30,105,600
Apportioned numbers are bolded (509,864)
StanRTA Transit Center Capital (300,000)StanRTA Amtrak Operating (238,228)StanRTA Amtrak Capital 0 (648,696)
000
(1,505,280)
Adjusted Remaining LTF 26,903,532
Turlock Amtrak Station OperatingTurlock Amtrak Station CapitalConditional CTSA StanRTA Transit Center OperatingTurlock Transit Center OperatingTurlock Transit Center Capital STEP 1: INITIAL LOCAL TRANSPORTATION FUND (LTF) AND STATE TRANSIT ASSISTANCE (STA) APPORTIONMENT FOR FY 2023/24
SCHEDULE 1
January 31, 2023 REVISED
FY22/23 STA Estimate
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STANISLAUS COUNCIL OF GOVERNMENTS
TRANSPORTATION DEVELOPMENT ACT (TDA)
LOCAL TRANSPORTATION FUND (LTF) AND STATE TRANSIT ASSISTANCE (STA) CALCULATION OF TRANSIT CEILING CAPS FOR FY 2023/24
SCHEDULE 2 (INCLUDES STA)
JANUARY 31, 2023 REVISED
Transit Operator
Transit Ceiling
Cap %LTF STA PUC 99313
Operator's Share
of Regional TDA
Add STA PUC
99314
Amount Available
to Claim
SRTA 87.0% 22,553,753 6,556,304 29,110,057 393,014 29,503,071 Turlock 13.0% 4,349,779 4,349,779 27,988 4,377,767
Totals 100% 26,903,532 6,556,304 33,459,836 421,002 33,880,838 Local Transportation Funds (LTF) Available From Step 1 26,903,532 State Transit Assistance (STA) PUC 99313 6,556,304
State Transit Assistance (STA) PUC 99314 421,002
Total TDA funds to be shared by the region 33,880,838
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STANISLAUS COUNCIL OF GOVERNMENTS
RESOLUTION 22-71
APPROVING THE FY 2023/24 LOCAL TRANSPORTATION FUNDS (LTF)
APPORTIONMENTS
WHEREAS, the Stanislaus Council of Governments (StanCOG) is a Regional Transportation Planning Agency and a Metropolitan Planning Organization, pursuant to State and Federal designation; and
WHEREAS, StanCOG has been designated as the Transportation Planning Agency with the responsibility to administer the Transportation Development Act, including the apportionment and allocation of Local Transportation Funds (LTF) and State Transit Assistance (STA) Funds; and
WHEREAS, each year StanCOG adopts LTF and STA apportionments.
NOW THEREFORE BE IT RESOLVED, that based on the Rules and Regulations governing the Transportation Development Act funds, including StanCOG's approved Transit Cost Sharing Procedures, the Stanislaus Council of Governments Policy Board adopts:
1. The Revised FY 2023/24 Local Transportation Funds (LTF) apportionments as shown in Schedule 1, columns 4 through 6, which is based on the estimate provided by the County Auditor-Controller.
2. The Remaining Distribution of FY 2023/24 Local Transportation (LTF) adjusted $26,903,532.
3. The calculated FY 2023/23 Transit Ceilings Caps includes State Transit Assistance (STA) and Local Transportation Fund (LTF) as shown in Schedule 2 table, which is based on the estimate provided by the State Controller.
BE IT FURTHER RESOLVED, that the Executive Director, or the Policy Board Chair of StanCOG, or his/her designee, is hereby authorized and empowered to execute in the name of Stanislaus Council of Governments all necessary applications, contracts and agreements and amendments thereto to implement and carry out the purposes specified in this resolution.
BE IT FURTHER RESOLVED, that the Executive Director is authorized to make administrative changes as needed, to ensure that the program is implemented in the most efficient and cost effective manner possible.
The foregoing Resolution was introduced at a regular meeting of the Stanislaus Council of Governments, on 21st day of June, 2023. A motion was made and seconded to adopt the foregoing Resolution. Motion carried and the Resolution was adopted. 55 #2..
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MEETING DATE: June 21, 2023
JAVIER LOPEZ, CHAIR
ATTEST:
___________________________________________
ROSA DE LEÓN PARK, EXECUTIVE DIRECTOR
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TO: Policy Board Staff Report
Motion
FROM: Jean Foletta, Director of Mobility Services
Enrique Paez, Financial Services Specialist II
DATE: June 10, 2024
SUBJECT: FY 2024/25 Transportation Development Act (TDA) Apportionments for Transit and Other Purposes and FY 2024/25 Allocations for Transit Recommendation
By Motion:
1. Recommend the Policy Board approve by Resolution 23-30 the FY 2024/25 Transportation Development Act (TDA) Apportionments for Transit and Other Purposes (as shown on Schedule 1); and
2. Recommend the Policy Board approve by Resolution 23-30 the FY 2024/25 TDA Allocations for Transit (as shown on Schedule 2).
Background
Every year, StanCOG distributes approximately $32 million in Transportation Development Act (TDA) funds to the jurisdictions and transit operators within Stanislaus County. TDA provides two funding sources for public transportation: the Local Transportation Fund (LTF) and the State Transit Assistance (STA). LTF funds are primarily intended for transit, whereas STA funds are primarily intended for transportation planning and mass transportation purposes.
StanCOG has adopted the Transit Cost Sharing Procedures (TCSP) to guide the allocation process.
The Transit Cost Sharing Procedures consist of three steps:
Step 1: Initial LTF and STA Estimated Apportionments
Step 2: Determine LTF Needed for Transit
Step 3: Determine the Amount for Reserves
For Step 1, on February 21, 2024, the Policy Board approved the FY 2024/25 LTF and STA Apportionments based on estimates provided by the County Auditor-Controller and the State Controller’s Office identified in the table below:
Item 7B
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Agency Fund FY 2023/24 Estimated
Allocation
County Auditor-Controller Local Transportation Fund $32,000,000 State Controller’s Office State Transit Assistance $6,732,726 On an annual basis, it is necessary to provide an analysis of the adequacy of existing public transportation services and specialized transportation services necessary to implement the plan prepared pursuant to Section 12143(c)(7) of Title 42 of the United States Code. Per TDA statutes, any Unmet Transit Needs (UTN), deemed reasonable to meet, must be funded before LTF funding is spent for Other Purposes.
The adopted FY 2024/25 UTN Analysis Report can be found using the link below and includes all outreach that was completed as part of the FY 2024/25 UTN Process. Through this process it was found that there were no UTNs that were reasonable to meet, Draft-Fiscal-Year-202425-Unmet-Transit-Needs-Analysis-Report (stancog.org) Step 2 of the Transit Cost Sharing Procedures requires the Transit Cost Sharing Committee (TCSC) to determine the amounts needed for transit and reserves. The TCSC met on May 2, 2024, to review transit claims submitted by the City of Turlock (Turlock Transit), the Stanislaus Regional Transit Authority (StanRTA), and the Consolidated Transportation Services Agency MOVE Stanislaus. The TCSC makes their recommendation to the StanCOG’s Citizens Advisory Committee, Social Services Transportation Advisory Council, Management and Finance Committee, Executive Committee, and the Policy Board on the TDA apportionments and total LTF needed for transit for FY 2024/25.
Exhibit A shows the breakdown of LTF and STA funds and includes costs for StanCOG TDA administration, Planning, Nonmotorized, the Conditional Apportionment for MOVE, and outlines the regional projects for transit which leaves a balance of $26,719,886 applied to the apportionments for StanRTA and Turlock Transit along with the STA 99313 and 99314.
Exhibit B details the amounts that StanRTA and Turlock Transit may claim after applying the Transit Ceiling Cap calculation based on population.
To be eligible to receive TDA funding, all claimants must complete an annual TDA audit. TDA audits are due on December 31st of every year. The FY 2022/23 TDA audit for MOVE Stanislaus contains no audit findings or recommendations. The FY 2022/23 StanRTA TDA Audit is expected in June 2024, and the Turlock Transit Audit is expected in September 2024. Any recommendations for Policy Board apportionment and allocation for the StanRTA and Turlock Transit Claim will be conditional upon receipt of the FY 2022/23 TDA audit.
Step 3 of the Transit Cost Sharing Procedures determines the amount to be held in reserves. Based upon the recommendation in Step 2, $26,719,886 is needed for the transit claims with remaining LTF funds of $0 available to be held in reserves for future transit use.
The transit claims were reviewed by staff and were determined to be complete.
Advisory Committee Action
This item was presented to the Executive Committee on June 3, 2024, the Social Services 40 #2..
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Transportation Advisory Council on June 4, 2024, and the Management and Finance Committee on June 5, 2024. The Executive Committee, the Social Services Transportation Advisory Council, and the Management and Finance Committee all concurred with the recommendation.
Should you have any questions regarding this staff report, please contact Rosa De León Park, Executive Director at 209-525-4600 or via e-mail at [email protected].
Attachments:
1. Resolution 23-30
2. Schedule 1: FY 2024/25 TDA Apportionments
3. Schedule 2: FY 2024/25 Determine LTF Needed for Transit 41 #2..
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STANISLAUS COUNCIL OF GOVERNMENTS
RESOLUTION 23-30
APPROVING THE FY 2024/25 TRANSPORTATION DEVELOPMENT ACT APPORTIONMENTS FOR TRANSIT AND OTHER PURPOSES AND THE FY 2024/25
ALLOCATIONS FOR TRANSIT
WHEREAS, the Stanislaus Council of Governments (StanCOG) is a Regional Transportation Planning Agency and a Metropolitan Planning Organization, pursuant to State and Federal designation; and
WHEREAS, StanCOG has been designated as the Transportation Planning Agency with the responsibility to administer the Transportation Development Act (TDA), including the apportionment and allocation of Local Transportation Funds (LTF) and State Transit Assistance (STA) Funds; and
WHEREAS, each year StanCOG adopts LTF and STA apportionments; and.
WHEREAS, each year StanCOG recommends allocations for transit consistent with the adopted Transit Cost Sharing Procedures.
NOW THEREFORE BE IT RESOLVED, that based on the Rules and Regulations governing the TDA funds, including StanCOG's approved Transit Cost Sharing Procedures, the Stanislaus Council of Governments Policy Board adopts:
1 The FY 2024/25 Transportation Development Act Apportionments for Transit and other Purposes as shown on the attached Schedule 1; and 2 The FY 2024/25 Transportation Development Act Allocations for Transit as show on the attached Schedule 2.
BE IT FURTHER RESOLVED, that the Executive Director is hereby authorized and empowered to execute in the name of Stanislaus Council of Governments all necessary applications, contracts and agreements and amendments thereto to implement and carry out the purposes specified in this resolution.
BE IT FURTHER RESOLVED that the Executive Director is authorized to make administrative changes as needed, to ensure that the program is implemented in the most efficient and cost-effective manner possible.
The foregoing Resolution was introduced at a regular meeting of the Stanislaus Council of Governments, on 20th day of June 2024. A motion was made and seconded to adopt the foregoing Resolution. Motion carried and the Resolution was adopted.
MEETING DATE: June 20, 2024
JAVIER LOPEZ, CHAIR
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ATTEST:
___________________________________________
ROSA DE LEÓN PARK, EXECUTIVE DIRECTOR
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① APPORTIONMENT BASED ON LTF ESTIMATE OF: $32,000,000
Column #1 Column #2 Column #3 Column #4 Column #5 Column #6 Column #7 Column #8 Column #9 % OF NONMOTORIZED REMAINING ③ 2024/25 STA ③ 2024/25 STA POPULATION (2% LTF) LTF PUC 99313 PUC 99314
CERES 47,729 8.7426% 53,731
HUGHSON 7,565 1.3857% 8,516
MODESTO 216,995 39.7471% 244,283
NEWMAN 12,040 2.2054% 13,554
OAKDALE 22,980 4.2093% 25,870
PATTERSON 24,317 4.4542% 27,375
RIVERBANK 24,695 4.5234% 27,800
TURLOCK 70,856 12.9787% 79,766 13,222
WATERFORD 9,042 1.6562% 10,179
COUNTY (UNINC.) 109,720 20.0975% 123,518
STANRTA 6,528,411 191,093
StanCOG 320,000 950,400
REMAINING LTF 30,115,008
TOTAL 545,939 100.0000% 320,000 950,400 614,592 30,115,008 6,528,411 204,315 NOTES
1 Local Transportation Fund estimate received from County Auditor-Controller, letter dated 1/31/24 2 January 2023 population estimates from the Department of Finance for 1/1/23 3 State Transit Assistance estimate received from the State Controller's Office 2/1/24 Apportioned numbers are bolded
LTF SUMMARY
LTF Estimate 32,000,000
TDA Admin (320,000)
Planning (950,400)
Nonmotorized (614,592)
Remaining LTF 30,115,008
Conditional CTSA (1,505,750)
Remaining LTF 28,609,258
StanRTA Transit Center Operating (826,683)
StanRTA Transit Center Capital 0
StanRTA Amtrak Operating (93,921)
StanRTA Amtrak Capital 0
Turlock Transit Center Operating (648,865)
Turlock Transit Center Capital (15,000)
Turlock Amtrak Operating (4,154)
Turlock Amtrak Capital 0
MOVE ADA Eligibility (300,749)
Remaining LTF (Transfer to Schedule 2) 26,719,886
JURISDICTION ② POPULATION TDA ADMIN PLANNING
STEP 1: INITIAL LOCAL TRANSPORTATION FUND (LTF) AND STATE TRANSIT ASSISTANCE (STA) APPORTIONMENT FOR FY 2024/25
SCHEDULE 1
January 31, 2024
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34 Transit Operator
Transit Ceiling
Cap % LTF STA PUC 99313
Operator's Share of
Regional TDA
Add STA PUC
99314
Amount Available
to Claim
StanRTA 87.0% 23,246,300 6,528,411 29,774,711 191,093 29,965,804 City of Turlock 13.0% 3,473,585 3,473,585 13,222 3,486,807 Total 100% 26,719,886 6,528,411 33,248,297 204,315 33,452,612 Local Transportation Funds (LTF) Available From Step 1 26,719,886 State Transit Assistance (STA) PUC 99313 6,528,411
State Transit Assistance (STA) PUC 99314 204,315
Total TDA funds to be shared by the region 33,452,612
STANISLAUS COUNCIL OF GOVERNMENTS
TRANSPORTATION DEVELOPMENT ACT (TDA)
LOCAL TRANSPORTATION FUND (LTF) AND STATE TRANSIT ASSISTANCE (STA) CALCULATION OF TRANSIT CEILING CAPS FOR FY 2024/25
SCHEDULE 2 (INCLUDES STA)
January 31, 2024
52 #2..
35 CITY OF MODESTO
COMMITTEE AGENDA REPORT
DATE OF MEETING:
January 27, 2025
Date: December 2, 2024
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
DeAnna Christensen, Director of Finance
SUBJECT: Bus and Fleet Motor Parts Agreements
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:
Consider the Purchasing Agreements for the purchase of Transit Motor Parts with Gillig (LLC) Limited Liability Company, Hayward, CA, and Fleet Motor Parts and Services with Municipal Maintenance Equipment (MME), Sacramento, CA for a total amount not to exceed $3,575,000 over five years and forwarding to Council for approval. (Funding Source: Fleet Fund and Stanislaus Regional Transit Authority)
STRATEGIC PLAN ELEMENT:
These items support the City of Modesto 2020-2025 Strategic Plan Focus of Governance and Service Delivery under goal H: Achieve Financial Sustainability.
BACKGROUND:
The City Fleet Services Division services and maintains 1,583 vehicles, heavy equipment, buses, fire trucks, trailers and other miscellaneous equipment for all areas of the City. Of these vehicles, 61 are Gillig transit buses that are funded through the Stanislaus Regional Transit Authority, one is assigned to the fire department, and 21 vehicles procured through Municipal Maintenance Equipment primarily utilized by the Utilities Department for VacCons, street sweepers, and heavy vehicle lifts.
Each vehicle or piece of equipment has countless parts to support the unit to function safely and efficiently. At any time, components can fail or break on any piece of equipment, and preparing a list of parts that will be required in any given Fiscal Year is not feasible. Down time for any piece of equipment means that a crew or individual cannot perform their job duties and can adversely impact operations. The recommended Purchasing Agreements will allow the Fleet Services #3..
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Finance Committee, January 27, 2025
Bus and Fleet Motor Parts Agreements
Division to obtain the parts required to maintain and repair vehicles and equipment timely, based on original equipment manufacturer for these parts and at competitive pricing.
On March 13, 2018, under Resolution 2018-114, Council approved a Purchasing Agreement with Gillig, Hayward CA for the sole source procurement for transit bus parts for an annual cost not to exceed $250,000 and a total cost not to exceed $1,250,000 over five years. Three amendments were approved under the City Manager authority to extend the termination date with the current termination date scheduled for February 28, 2025.
MME parts are currently purchased through the City’s Blanket Purchase Order procedures which allows the department to purchase goods up to $100,000 by fiscal year. Each fiscal year, the City has been closely reaching $100,000 annually and staff anticipates the purchase of these parts will exceed $100,000 by fiscal year end. In addition to the parts, services have been needed on a case-by-case basis throughout the year for these Fleet vehicles. Individual quotes were obtained annually to ensure the services were provided to ensure these vehicles are available to serve the community.
DISCUSSION:
With the City’s current fleet of Gillig Transit Buses, MME vehicles and equipment, the required parts to manage the repair and maintenance of the fleet must be purchased through the original equipment manufacturer. Establishing agreements with these vendors ensures dependable and consistent services and parts warranty compliance for these critical vehicles for the Modesto community.
Gillig is a major United States manufacturer of purpose-built buses located in California. Gillig Transit buses are specifically designed, tested and manufactured to suit the severe duty cycles of Transit operations for Stanislaus Regional Transit Authority. All the parts used in these buses must meet specific and demanding standards of design, material, tolerance and processing in addition to normal vehicle standards such as Federal Motor Vehicle Safety Standards (FMVSS).
Utilizing parts not designed for Gillig Transit buses will greatly reduce the reliability and safety of these buses based on the useful life of these buses.
MME is the local authorized distributor for VacCon purchases, service and parts. They are also a major parts distributor for specialized vehicles used by the Utility and Public Works departments.
The repairs are certified through MME and therefore maintain warranties, as well as provide repair parts and materials for operational needs for the City.
Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to follow formal bid procedures.
However, MMC 8-3.204(b) provides that a purchase may be exempted from the City’s formal bidding requirement where the Purchasing Agency’s requirements can be met solely by a single article or process. Here, both Gillig and MME are the sole manufacturer for the parts needed for these critical operational vehicles. Therefore, staff recommends the purchase of Bus Motor and Fleet Parts of these Agreements with Gillig and MME should be exempt from the formal bidding procedures in accordance with Modesto Municipal Code 8-3.204(b) since Gillig and MME are the Sole Manufacturers for these parts.
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Finance Committee, January 27, 2025
Bus and Fleet Motor Parts Agreements
FISCAL IMPACT:
Sufficient funds are budgeted in Fiscal Year (FY) 2024-25 to cover the cost for these agreements.
The funding source for these agreements will be funded by the Fleet Fund for MME and the funding source for Gillig will be reimbursed from the Stanislaus Regional Transit Authority. An increase is recommended for the new agreements due to anticipated inflation increases and ongoing repair and maintenance needed for our existing buses and utility fleet vehicles.
Below is a summary of the previous five-year spending for Gillig and MME.
Period Gillig MME Total
Year 1 $ 184,325 $ 223,873 $ 408,198
Year 2 $ 185,335 $ 238,928 $ 424,263
Year 3 $ 203,766 $ 156,226 $ 359,992
Year 4 $ 350,723 $ 59,335 $ 410,058
Year 5 (only 5 months) $ 159,947 $ 131,039 $ 290,986
Total $ 1,084,096 $ 809,401 $1,893,497
RECOMMENDED COMMITTEE ACTION:
Staff Recommendations:
Motion recommending the Purchasing Agreement for the purchase of Transit Motor Parts with Gillig LLC, Hayward, CA, for a two-year Agreement with three (3) one-year extension options, for an annual estimated amount of $385,000 and a total amount not to exceed $1,925,000 over five years; and forwarding to Council for approval.
Motion recommending the Purchasing Agreement for the purchase of repair services with Municipal Maintenance Equipment, Sacramento, CA for a two-year Agreement with three (3) oneyear extension options, for an annual combined estimated amount of $330,000 and a total amount not to exceed $1,650,000 over five years; and forwarding to Council for approval.
Approved by:
Bill Sandhu, Director of Public Works
DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:
1. Agreement #285335 Gillig Parts - FINAL
2. Exhibit B - Sole Source Letter - Gillig Modesto
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Finance Committee, January 27, 2025
Bus and Fleet Motor Parts Agreements
3. Exhibit C - Gillig LLC
4. MME Parts Agreement #281699 - Final
5. Exhibit B - Sole Source Letter – Parts
6. Exhibit C - Price Schedule – Parts
7. MME Services Agreement #281700 – FINAL
8. Exhibit B - Sole Source Letter – Service
9. Exhibit C - Price Schedule - Schedule
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1 GILLIG LLC ANNUAL PURCHASE AGREEMENT PARTS ONLY
AGREEMENT # 285335
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________, 2025, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Gillig, LLC., a Limited Liability Company, hereinafter called VENDOR,
W I T N E S E T H:
WHEREAS, the Modesto City Council adopted Resolution No. 2025-___ authorizing an agreement for the purchase of bus parts described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A”, and made a part hereof, and
WHEREAS, the VENDOR provided a sole source letter that best meets the CITY needs, attached hereto as Exhibit “B”, and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the purchase of Bus Parts as described attachment Price Schedule, attached hereto as Exhibit “C” and made a part hereof, and
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. TERM OF AGREEMENT: The term of the AGREEMENT shall be for a period of TWO YEARS with THREE one-year extension options at the sole discretion of City, for a total of up to five years.
Year one: FEBRUARY 26, 2025 THROUGH FEBRUARY 25, 2026
Year two: FEBRUARY 26, 2026 THROUGH FEBRUARY 25, 2027
Year three: FEBRUARY 26, 2027 THROUGH FEBRUARY 25, 2028 Year four:
Year five
FEBRUARY 26, 2028 THROUGH FEBRUARY 25, 2029
FEBRUARY 26, 2029 THROUGH FEBRUARY 25, 2030
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2 2. PRICING:
A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $385,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $1,925,000.
B. Pricing during AGREEMENT Year one shall be as set forth in Exhibit C Price Schedule. attached hereto and made a part hereof by this reference.
C. Pricing shall remain firm for the first year of the AGREEMENT. .
D. Price increases for each subsequent AGREEMENT years two, three, four, and five, shall be negotiated in good faith by the parties, but in no instance may exceed the net percentage increase during the prior 12-month period in the Federal Bureau of Labor Statistics’ Consumer Price Index (CPI) Motor Vehicle Maintenance Repair for West Urban Area. Requests for price increases in any renewal year shall be submitted by VENDOR in writing at least 60 days prior to the annual anniversary date of the AGREEMENT.
3. USAGE: Vendor shall provide whatever quantities may be required during the term of this Agreement. No minimum or maximum quantities are guaranteed or implied by CITY.
4. ORDERING: Vendor shall deliver GOODS to the location specified within CITY’s purchase order. Unless otherwise specified by the Purchasing Division, no GOODS may be delivered to CITY unless a purchase order has been provided by CITY to VENDOR.
5. PAYMENT: All invoices shall be paid in full by CITY after completion and acceptance of the GOODS by the City, and receipt of a properly prepared invoice submitted by VENDOR via email to [email protected] . As specified by the Purchasing Division, every invoice must reference this AGREEMENT number or CITY’s purchase order number. VENDOR will be paid by CITY via the following payment method “Net 45 Days via manual check.”.
6. AMENDMENTS: No changes to this AGREEMENT shall be effective unless mutual agreement of the parties or the sole discretion of the City.
7. TERMINATION:
A. In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance. Within 30 days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.
B. CITY may terminate this AGREEMENT for convenience upon thirty (30) days prior notice to VENDOR by CITY’s authorized employee.
8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within 10 working days after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY #3..
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3 premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of deliveries or offers for delivery, which do not meet specifications, will be borne by the Vendor. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. The City shall have 48 hours to check in and accept or reject any orders for parts. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.
9. RESPONSIBILITY: Unless otherwise specified, the VENDOR shall be responsible for all GOODS until delivered at CITY’s designated delivery point and shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.
10. SHIPMENT: Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered F.O.B. Destination Freight Prepaid, and noted as a separate line item on the invoice. VENDOR may not collect freight collect or charge shipping expenses otherwise to CITY. Shipment must be made within the time stated on Purchase Order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control and without the fault or negligence of VENDOR.
11. CHANGES: A purchase order may at any time, by written order of the CITY, be changed in regard to the GOODS to be furnished, quantities ordered, unit price, discount, delivery point or arrangements, terms or any other matters affecting a valid PO. In the event such change causes an increase or decrease in the cost of performance hereunder, and equitable adjustment will be made for the cost thereof, subject to the approval of the Purchasing Manager, and written notice given therefore.
12. WARRANTY: Notwithstanding any other provisions of the purchase order, VENDOR will facilitate all warranties for the GOODS that are offered by the manufacturer. GOODS shall be of the most suitable grade as specified in this AGREEMENT, VENDOR’s own marketing materials and in the purchase order.
Moreover, VENDOR warrants and represents that GOODS shall comply with warranties of merchantability and fitness for a particular purpose. If a defect is discovered in any GOODS covered in this AGREEMENT, VENDOR shall help facilitate resolution through the manufacturer, including transportation/freight.
13. INSURANCE: Any purchase order where work, maintenance, or service is performed on CITY property requires appropriate insurance. VENDOR shall ensure proper insurance certificates are on file with the CITY prior to performing onsite work. Contact CITY’s Purchasing Division to verify the type of insurance required.
14. INDEMNITIES:
A. VENDOR agrees to protect, indemnify and save harmless CITY and its agents, officers, employees, and volunteers from any claim, loss or damage from VENDOR’s, or the GOODs’, infringement of trademarks, patents, copyrights and unfair competition action with to any third party. #3..
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4 B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR.
15. GOVERNING LAW: This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of law provisions or principles.
16. VENUE: Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.
17. 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.
18. LIMITATION OF LIABILITY: The CITY shall not be responsible for any damage that may accrue by reason of the death or injury of the person of the Vendor’s officers, agents, employees, invitees, or licensees, or be set up at any time because of personal injury or damage to property sustained by any other person or persons, which may have been caused or contributed to, approximately or remotely, by reason of or in the course of performance of the Purchase Order. The Vendor shall assume full responsibility for the defense of any claims arising under the Purchase Order and the Vendor shall save, keep, and bear harmless the City, all officers and employees thereof, from all damages, costs, or expenses because of personal injury or property damage based on the performance of this Purchase Order or asserted against it.
19. NOTICES: Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid addressed as follows:
CONTRACTOR: Gillig LLC
Rick Dominguez, Sales Representative
451 Discovery Drive
Livermore, CA 94551
Phone: (510) 264-5186
Email: [email protected]
CITY: City of Modesto
Nani Hollingsworth, Assistant Buyer
P.O. Box 642
Modesto, CA 95353
Phone: (209) 577-5296
Email: [email protected]
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5 Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.
20. ASSIGNMENT: Neither this AGREEMENT nor any portion hereof shall be subcontracted or assigned without the written consent of the City in each and every instance.
21. MISCELLANEOUS: Time is of the essence in each and every provision of this AGREEMENT.
22. ENTIRE AGREEMENT: This AGREEMENT and its exhibits contain the entire understanding between VENDOR and CITY. Additional or new terms contained in this AGREEMENT which vary from VENDOR’S bid are controlling and are deemed accepted by VENDOR by provision of any GOODS or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this AGREEMENT, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this AGREEMENT. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.
23. PARTIAL INVALIDITY: If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2025- adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2025 and GILLIG LLC has caused this Agreement to be duly executed. #3..
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April 22, 2024
Nani Hollingsworth
City of Modesto
1609 8th St
Modesto CA 95354
Re: Sole Source Vendor
Dear Ms. Hollindsworth,
Gillig is a major U.S. manufacturer of purpose-built buses, and we respectfully wish to be classified by City of Modesto as a sole source supplier of transit bus parts.
As an owner and operator of Gillig buses the City will receive a 25% discount from our List Price. Gillig will also prepay the freight (with the exception of air freight) to your location. The payment terms will be Net 30 days from the date of shipment.
Gillig’s transit buses are specifically designed, tested and manufactured to suit the severe duty cycles of transit operation. All the parts used in these buses must meet specific and demanding standards of design, material, tolerance and processing, in addition to other normal vehicle standards such as FMVSS and the FTA ADB regulations and standards. Consequently, the performance levels of these parts are significantly superior to non-OEM parts not designed to meet the same demanding requirements.
Gillig is uniquely qualified to supply the proper parts for Gillig buses used in transit service.
The purchase and use of non-Gillig parts invalidate any assurance of transit bus performance.
Consequently, we request your consideration to recognize that Gillig is the only and proper sole source of uniquely designed Gillig Parts.
Your consideration and approval of our request will be greatly appreciated. If you have any further questions, please do not hesitate to call me at (800) 735-1500.
Sincerely,
Eiji Kinoshita
Director of Sales, Aftermarket Parts
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EXHIBIT C
GILLIG LLC
PRICING SCHEDULE
25% DISCOUNT ON ALL PARTS
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1 MUNICIPAL MAINTENANCE EQUIPMENT, INC. ANNUAL PURCHASE AGREEMENT – PARTS ONLY AGREEMENT # 281699
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________, 2025, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Municipal Maintenance Equipment Inc, a California Corporation, hereinafter called VENDOR.
W I T N E S E T H:
WHEREAS, the Modesto City Council adopted Resolution No. 2025- authorizing the Award of Bid and agreement for the fleet materials, supplies or equipment described herein (the “GOODS”) to VENDOR, attached hereto as Exhibit “A”, and made a part hereof, and WHEREAS, the VENDOR provided a sole source letter that best meets the CITY needs, attached hereto as Exhibit “B”, and made a part hereof, and WHEREAS, the CITY and VENDOR shall enter into an agreement for the purchase of HEAVY DUTY EQUIPMENT AND TRUCK PARTS as described in attached hereto as Exhibit “C” and made a part hereof, and
NOW, THEREFORE, the parties hereto mutually agree as follows:
1. TERM OF AGREEMENT: The term of the AGREEMENT shall be for a period of TWO YEARS with THREE one-year extension options at the sole discretion of City, for a total of up to five years.
Year one: FEBRUARY 26, 2025 THROUGH FEBRUARY 25, 2026
Year two: FEBRUARY 26, 2026 THROUGH FEBRUARY 25, 2027
Year three: FEBRUARY 26, 2027 THROUGH FEBRUARY 25, 2028 Year four: FEBRUARY 26, 2028 THROUGH FEBRUARY 25, 2029
Year five: FEBRUARY 26, 2029 THROUGH FEBRUARY 25, 2030
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2 2. PRICING:
A. Per the aforementioned Council Resolution, the annual estimated amount of the AGREEMENT is $165,000. The total amount paid by CITY to VENDOR over the full term of the AGREEMENT shall not exceed $825,000.
B. Pricing during AGREEMENT Year one shall be as set forth in Exhibit C Pricing, attached hereto and made a part hereof by this reference.
C. Pricing shall remain firm for the first year of the AGREEMENT.
D. Price increases for each subsequent AGREEMENT years two, three, four, and five, shall be negotiated in good faith by the parties, but in no instance may exceed the net percentage increase during the prior 12-month period in the Federal Bureau of Labor Statistics’ Consumer Price Index (CPI) for West Urban Area. Requests for price increases in any renewal year shall be submitted by VENDOR in writing at least 60 days prior to the annual anniversary date of the AGREEMENT.
3. USAGE: Vendor shall provide whatever quantities may be required during the term of this Agreement. No minimum or maximum quantities are guaranteed or implied by CITY.
4. ORDERING: Vendor shall deliver GOODS to the location specified within CITY’s purchase order. Unless otherwise specified by the Purchasing Division, no GOODS may be delivered to CITY unless a purchase order has been provided by CITY to VENDOR.
5. PAYMENT: All invoices shall be paid in full by CITY after completion and acceptance of the GOODS by the City, and receipt of a properly prepared invoice submitted by VENDOR via email to [email protected] . As specified by the Purchasing Division, every invoice must reference this AGREEMENT number or CITY’s purchase order number. VENDOR will be paid by CITY via the following payment method [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]
6. AMENDMENTS: No changes to this AGREEMENT shall be effective unless mutual agreement of the parties or the sole discretion of the CITY.
7. TERMINATION:
A. In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance. Within 30 days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.
B. CITY may terminate this AGREEMENT for convenience upon thirty (30) days prior notice to VENDOR by CITY’s authorized employee.
8. INSPECTION: All GOODS are subject to inspection and test by the City for compliance with specifications as included herein, within a reasonable time after delivery. In the event GOODS are defective or not in conformity with this AGREEMENT or CITY’s purchase order, the CITY shall have the rights to either reject the GOODS or require correction. Defective articles or services shall be removed from CITY premises and/or corrected by and at the expense of VENDOR; provided that should the VENDOR fail, #3..
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3 neglect or refuse to do so, the CITY shall thereupon have the right to purchase in the open market, in lieu thereof, a corresponding quantity of any such items. CITY may deduct from any moneys due or that may there after come due to VENDOR, or send an invoice to the VENDOR which shall be paid within thirty (30) days, the difference between the prices named in the contract or purchase order and the actual cost thereof to the CITY. In the event that the VENDOR fails to make prompt delivery as specified for any item, the same conditions as to the rights of the CITY to purchase in the open market and to reimbursement set forth above shall apply, except when delivery is delayed by fire, strike, freight embargo, or Act of God or the government. Cost of inspection or deliveries or offers for delivery, which do not meet specifications, will be borne by the Bidder. Failure by CITY to inspect and accept or reject shall not relieve the VENDOR from responsibility for compliance with specifications. Final acceptance shall be conclusive except as regards to latent defects, fraud, or such gross mistakes as amount to fraud.
9. RESPONSIBILITY: Unless otherwise specified, the VENDOR shall be responsible for all GOODS until delivered at CITY’s designated delivery point and shall bear all risks as to items rejected or requiring correction after notice of such rejection or correction is given.
10. SHIPMENT: Unless otherwise authorized by CITY’s Purchasing Division, GOODS shall be delivered P.P.D and added to the invoice. VENDOR may not collect freight collect or charge shipping expenses otherwise to CITY. Original receipted freight bill must accompany the invoice. Shipment must be made within the time stated on Purchase Order, failing which CITY reserves the right to purchase elsewhere and charge VENDOR with any loss incurred, unless delay in making shipment is due to unforeseeable causes beyond the control and without the fault or negligence of VENDOR.
11. CHANGES: A purchase order may at any time, by written order of the CITY, be changed in regard to the GOODS to be furnished, quantities ordered, unit price, discount, delivery point or arrangements, terms or any other matters affecting a valid PO. In the event such change causes an increase or decrease in the cost of performance hereunder, and equitable adjustment will be made for the cost thereof, subject to the approval of the Purchasing Manager, and written notice given therefore.
12. WARRANTY: Notwithstanding any other provisions of the purchase order, VENDOR warranties for the GOODS shall extend for 90 days after delivery thereof to CITY, shall meet or exceed all original manufacturer warranties, and that GOODS shall be of the most suitable grade as specified in this AGREEMENT, VENDOR’s own marketing materials and in the purchase order. Moreover, VENDOR warrants and represents that GOODS shall comply with warranties of merchantability and fitness for a particular purpose. If a defect is discovered in any GOODS covered in this AGREEMENT, VENDOR shall correct at its expense, including transportation/freight, such defects as are reported within one year of final acceptance.
13. INSURANCE: Any purchase order where work, maintenance, or service is performed on CITY property requires appropriate insurance. VENDOR shall ensure proper insurance certificates are on file with the CITY prior to performing onsite work. Contact CITY’s Purchasing Division to verify the type of insurance required.
14. TAX EXEMPTIONS: The CITY is exempt from payment of federal excise tax. All invoices shall be exclusive of such excise tax. Moreover, if the CITY’s purchase is not subject to sales tax, the statement for resale will appear in the body of the purchase order.
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4 15. INDEMNITIES:
A. VENDOR agrees to protect, indemnify and save harmless CITY and its agents, officers, employees, and volunteers from any claim, loss or damage from VENDOR’s, or the GOODs’, infringement of trademarks, patents, copyrights and unfair competition action with to any third party.
B. VENDOR shall hold the CITY and its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of VENDOR, or its agents, officers, employees, or subcontractors relating to or during the performance of its obligations under this AGREEMENT. VENDOR’s obligation to defend, indemnify, and hold the city, its agents, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement for VENDOR to procure and maintain a policy of insurance VENDOR.
16. GOVERNING LAW: This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, U.S.A., without giving effect to its conflicts of law provisions or principles.
17. VENUE: Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California.
18. ATTORNEYS’ FEES. If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.
19. LIMITATION OF LIABILITY: The CITY shall not be responsible for any damage that may accrue by reason of the death or injury of the person of the Vendor’s officers, agents, employees, invitees, or licensees, or be set up at any time because of personal injury or damage to property sustained by any other person or persons, which may have been caused or contributed to, approximately or remotely, by reason of or in the course of performance of the Purchase Order. The Vendor shall assume full responsibility for the defense of any claims arising under the Purchase Order and the Vendor shall save, keep, and bear harmless the City, all officers and employees thereof, from all damages, costs, or expenses because of personal injury or property damage based on the performance of this Purchase Order or asserted against it.
20. NOTICES: Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid addressed as follows:
CONTRACTOR: Municipal Maintenance Equipment (MME)
Tim Wheeler
Vice President
4634 Mayhew Rd
Sacramento, CA 95827
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5 CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Either party may change its address for delivery of notice by delivering written notice of such change of address to the other party.
21. ASSIGNMENT: Neither this AGREEMENT nor any portion hereof shall be subcontracted or assigned without the written consent of the City in each and every instance.
22. MISCELLANEOUS: Time is of the essence in each and every provision of this AGREEMENT.
23. ENTIRE AGREEMENT: This AGREEMENT and its exhibits contain the entire understanding between VENDOR and CITY. Additional or new terms contained in this AGREEMENT which vary from VENDOR’S bid are controlling and are deemed accepted by VENDOR by provision of any GOODS or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this AGREEMENT, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this AGREEMENT. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.
24. PARTIAL INVALIDITY: If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way. #3..
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6 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this AGREEMENT by its Director of Finance under authority of Resolution No. 2025- adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2025 and Municipal Maintenance Equipment Inc. has caused this Agreement to be duly executed. #3..
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Exhibit B
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Exhibit C
Price Schedule
Parts Markup NTE 35% over MME COST
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1 MUNICIPAL MAINTENANCE EQUIPMENT, INC. ANNUAL
AGREEMENT # 281700 - SERVICES
This agreement, hereinafter called AGREEMENT, made and entered into in the City of Modesto, State of California, this ____ day of _________, 2024, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called CITY, and Municipal Maintenance Equipment Inc, a California Corporation, hereinafter called CONTRACTOR.
W I T N E S E T H:
WHEREAS, the Modesto City Council adopted Resolution No. 2025-______ authorizing the Award of an agreement for the SHOP RATE SERVICES to CONTRACTOR, attached hereto as Exhibit “A” and made a part hereof, and
WHEREAS, the VENDOR provided a sole source letter that best meets the CITY needs, attached hereto as Exhibit “B”, and made a part hereof, and WHEREAS, the CONTRACTOR provided a responsive and responsible submittal that best meets the CITY needs, attached hereto as Exhibit “C”, and made a part hereof, and WHEREAS, the CITY and CONTRACTOR shall enter into an agreement for the SHOP RATE SERVICES as described in Rate Schedule, attached hereto as Exhibit “C”.
NOW, THEREFORE, the parties hereto mutually agree as follows:
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2 1. THE WORK:
a) CONTRACTOR shall furnish all labor, materials, equipment, fuel, tools, licenses, bonds and insurance necessary to perform and complete the required work as specified in Exhibit “C”, and in strict accordance with the conditions of the complete AGREEMENT. b) CONTRACTOR shall do and perform the work contemplated hereby in a good workmanlike manner under the direction of and to the satisfaction of the CITY Representative. c) CONTRACTOR shall maintain proper insurance with the CITY for the duration of the AGREEMENT.
d) CONTRACTOR shall maintain a CITY business license for the duration of the AGREEMENT.
e) CONTRACTOR shall furnish said services at the following AGREEMENT rates for an estimated annual amount $165,000. The total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall not exceed $825,000. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on Bid attached hereto as Exhibit B.
AGREEMENT PRICING
See Exhibit “C”
2. CITY REPRESENTATIVE:
CITY Representative is: Larry Devereaux, Fleet Manager, 209-342-2214 Purchasing Representative: Kim Presson, Buyer, 209-577-5375 The CITY Representative is not authorized to commit the CITY to changes in specifications, requirements, or scope of work, changes in price(s), period of performance or delivery date(s) or method of shipment. Changes of a contractual or business nature shall be effective only by written change to the AGREEMENT, issued by the City of Modesto, Purchasing Division. #3..
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3 3. CONTRACTOR CONTACT – Tim Wheeler, Vice President, 916-922-1101
4. TERM OF AGREEMENT:
The term of the AGREEMENT shall be for a period of two years, with three one-year extension options at the sole discretion of CITY, for a total of up to five years.
Year 1: FEBRUARY 26, 2025 through FEBRUARY 25, 2026
Year 2: FEBRUARY 26, 2026 through FEBRUARY 25, 2027
Year 3: FEBRUARY 26, 2027 through FEBRUARY 25, 2028
Year 4: FEBRUARY 26, 2028 through FEBRUARY 25, 2029
Year 5: FEBRUARY 26, 2029 through FEBRUARY 25, 2030
Pricing as set forth in Section 1.e. above shall remain firm for the first two years of the AGREEMENT.
Price increases for any subsequent AGREEMENT years following the second year, shall not exceed the percentage change in the Consumer Price Index (CPI) for the City of Modesto West Urban Area in any one AGREEMENT year, and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONTRACTOR in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.
Price adjustments for diesel fuel fluctuations may be considered. A thirty (30) day written notice is required for consideration. Any price adjustment shall be negotiated through the Purchasing Division, and approved at the sole discretion of the CITY.
The index used to determine price adjustments on diesel fuel shall come from the Energy Information Administration Website: HTTPS://WWW.EIA.GOV/PETROLEUM/GASDIESEL/, California data
5. LIABILITY INSURANCE:
The CONTRACTOR shall provide, at its own expense, and maintain at all times the following insurance with insurance companies licensed in the State of California and shall provide evidence of such insurance to the CITY as may be required by the City Clerk of the CITY. The policies or certificates thereof shall provide that, at least 30 days prior to cancellation or material change in the policy, notices of same shall be given #3..
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4 to the Risk Manager of the CITY via PINS Advantage Insurance Program, for all of the following stated insurance policies.
a. General Liability - insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage. If Commercial General Liability Insurance or other form with a general aggregate limit is used, either the general aggregate limity shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Vendor must show proof of Garage Liability with a minimum limit of liability per occurrence of $1,000,000 and Garage Keeper’s Liability with a minimum of $75,000 coverage. The insurance shall indicate on the certificate of insurance the following coverage and indicate the policy aggregate limit applying to: premises and operations; broad form contractual; independent contractors and subcontractors; products and completed operations; and/or professional liability. b. Automobile Liability – insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and property damage and transportation related pollution liability. This insurance shall cover any automobile for bodily injury and property damage.
c. Workers' Compensation - in compliance with the statutes of the State of California, plus employer's liability with a minimum limit of liability of $1,000,000 per accident for bodily injury or disease.
If at any time any of said policies shall be unsatisfactory to the CITY, as to form or substance or if a company issuing such policy shall be unsatisfactory to the CITY, the CONTRACTOR shall promptly obtain a new policy, submit the same to the CITY’s Risk Manager for approval and submit a certificate thereof as hereinabove provided. Upon failure of the CONTRACTOR to furnish, deliver or maintain such insurance and certificates as above provided, this AGREEMENT, at the election of the CITY, may be forthwith declared suspended, or terminated. Failure of the CONTRACTOR to obtain and/or maintain any required insurance shall not relieve the CONTRACTOR from any liability under this Agreement, nor shall the insurance requirements be construed to conflict with or otherwise limit the obligations of the CONTRACTOR concerning indemnification.
The CITY, its agents, officers, employees, and volunteers shall be named as an additional insured on all insurance policies required herein, except Workers' Compensation. #3..
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5 The Workers' Compensation insurer shall agree to waive all rights of subrogation against the CITY, its agents, officers, employees, and volunteers for losses arising from work performed by CONTRACTOR for the CITY.
The CONTRACTOR’s insurance policy(ices) shall include a provision that the coverage is primary as respects the CITY; shall include no special limitations to coverage provided to additional insured; and, shall be placed with insurer(s) with acceptable Best's rating of A:VII or with approval of the CITY’s Risk Manager.
For any claims related to this AGREEMENT, the CONTRACTOR’s insurance coverage shall be primary insurance as respects CITY, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by CITY, its officers, officials, employees, or volunteers shall be excess of the CONTRACTOR’s insurance and shall not contribute with it.
6. PAYMENT:
CONTRACTOR shall invoice CITY not less than once per month based on the cost for services performed and reimbursable costs incurred prior to the invoice date. All invoices shall be paid in full the following payment terms within thirty days after completion and acceptance of the Services by the CITY, and receipt of a properly prepared invoice, CITY will pay CONTRACTOR [TO BE DETERMINED BY IFB RESPONSE IN FINAL AGREEMENT, EITHER “Net 30 terms via CITY’s ePay Program” or “Net 45 Days via manual check”.]. The CITY is exempt from payment of Federal Excise Tax, and all invoices shall be exclusive of such excise tax.
Invoice to: City of Modesto
Attn: Accounts Payable
P.O. Box 642
Modesto, CA 95353
Email to: [email protected]
At a minimum, invoices shall state the following:
This AGREEMENT number 281700
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6 CITY department/division name and address
Billing period
Service hours worked day and week
Unit price, extended price, sales tax and total
7. INDEMNITY: The CONTRACTOR shall hold the CITY, its agents, officials, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONTRACTOR, or its agents, officials, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT. CONTRACTOR’s obligation to defend, indemnify, and hold the CITY, its agents, officials, officers, and employees harmless under the provisions of this paragraph is not limited to or restricted by any requirement in this AGREEMENT for CONTRACTOR to procure and maintain a policy of insurance.
8. VENUE & GOVERNING LAW:
Venue for any dispute or claim arising or related to this AGREEMENT its performance, breach, or interpretation (including issues about its validity or enforceability), shall be exclusively in the Superior Court of Stanislaus County or the United States District Court for the Eastern District of California This AGREEMENT shall be deemed made in, governed by, performed in, and construed and enforced in accordance with the laws of the State of California, without giving effect to its conflicts of laws provisions or principles.
9. ATTORNEYS’ FEES: If a party to this AGREEMENT brings any action, including an action for declaratory relief, to enforce or interpret the provision of this AGREEMENT, the prevailing party shall be entitled to reasonable attorneys’ fees in addition to any other relief to which that party may be entitled. The court may set such fees in the same action or in a separate action brought for that purpose.
10. COMMENCEMENT AND COMPLETION OF THE WORK:
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7 The work contemplated herein shall be commenced as immediately after the agreement administrator receives and has on file:
Proofs of insurance (approved by CITY Risk Manager); and Executed Agreement;
a. Resolution No.2025-_______.
b. CONTRACTOR ;
c. Contractor’s City of Modesto business license
11. TERMINATION OF SERVICES:
Termination for Default: In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the nonperformance. Within 10 days after receipt of notification, the breaching party shall correct any nonperformance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.
Termination by City for Convenience: The City may also terminate this AGREEMENT the Contractor's performance under the Agreement, either in whole or in part, at its own discretion and without cause.
Post-Termination Procedure
Upon receipt of a written notice of termination pursuant to either of the foregoing paragraphs, the CONTRACTOR shall:
a. Cease its work as directed in the notice of termination as of the termination date and see to it that its employees, subcontractors and agents are notified of such termination and act as specified in the notice of termination; b. Terminate all orders and subcontracts except as necessary to complete any portion of the SERVICES that are not terminated;
c. If directed in writing by the CITY to do so, assign all right, title and #3..
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8 interest in subcontracts and materials in progress to CITY, in which case the CITY will have the right at its discretion to settle, or pay any or all claims arising out of the termination of such, but in no event shall recovery by any CONTRACTOR or subcontractor include lost profits for portions of the SERVICES not completed or undertaken, including materials not delivered; d. Deliver or otherwise make available to the CITY all data, drawings, specifications, reports, estimates, summaries and such other information and material as may have been accumulated by the CONTRACTOR in performing the SERVICES whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of CITY; f. Complete performance of such part of the SERVICES as has not been terminated; g. Take such other actions as may be necessary, or as may be directed by the CITY for the protection and preservation of the SERVICES and/or property related to the SERVICES;
h. If CITY so requests, and at CITY's cost, CONTRACTOR shall provide sufficient oral or written status reports to make CITY reasonably aware of the status of CONTRACTOR’s work on the SERVICES.
i. CONTRACTOR understands and agrees that CITY may, in CITY’s sole discretion, refuse to pay CONTRACTOR for that portion of CONTRACTOR's SERVICES which were performed by CONTRACTOR on the project prior to the termination date and which remain unacceptable and/or not useful to CONTRACTOR as of the termination date.
CITY will pay CONTRACTOR for SERVICES actually completed prior to the receipt of the termination notice or otherwise completed in accordance with the notice of termination. The final #3..
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9 payment to the CONTRACTOR after termination for convenience shall be limited to amounts due and owing under the AGREEMENT at time of termination, including the following:
a. The cost of settling and paying valid claims arising out of the termination of the SERVICES such as subcontractor agreements or contracts for materials; b. The AGREEMENT price allocable to the portion of the SERVICES properly performed or goods supplied to the work site by the CONTRACTOR as of the date of termination, as determined in accordance with the notice of termination, reduced by any sums previously paid to the CONTRACTOR for such SERVICES.
12. COMPLIANCE WITH ALL LAWS:
CONTRACTOR hereby agrees that CONTRACTOR and its subcontractors, if any, in the performance of the SERVICES described herein, will comply with all federal, state, county and municipal laws, rules and regulations which may be applicable to the work herein contracted for, whether now in existence or hereafter adopted.
13. FAILURE TO PERFORM SATISFACTORY WORK: It is agreed and understood that if the CONTRACTOR fails to perform the SERVICES as specified herein, CITY's representative may:
a. Consent to accept such unsatisfactory service with an appropriate adjustment in contract price, based on established cost factors,
b. Have such required work done by CITY forces or otherwise, and charge the cost thereof to the CONTRACTOR, or
c. Recommend termination of AGREEMENT between said the CONTRACTOR and the City of Modesto.
Those discrepancies and deficiencies in the SERVICES that remains uncorrected after the date set for correction may be the necessary justification for a billing adjustment in the month following the occurrence. #3..
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10 Unless otherwise negotiated, billing adjustments for this incomplete or uncorrected work shall be permanent retention of 100% of the estimated monthly cost for the SERVICES not corrected or completed.
14. ASSIGNMENT OF RIGHTS: The CONTRACTOR offers and agrees, and will require all subcontractors and suppliers to agree, to assign to the CITY all rights, title, and interest in and to all causes of action it and they may have under Section 4 of the Clayton Act (15 United States code, Section 15) or under the Cartwright Act (Business and Professions Code, Section 16700 et seq.), arising from the acquisition of goods, services, or materials pursuant to this AGREEMENT or any allowed subcontract. The assignment made by CONTRACTOR and all assignments made by subcontractors and suppliers shall be made and become effective at the time the CITY makes final payment to The CONTRACTOR, without further acknowledgment by the parties (Government Code, Sections 4550-4554).
15. CITY PROCESS/PROCEDURE APPROVALS: CITY approval of any process or procedure shall not relieve CONTRACTOR of its responsibility to furnish the required SERVICES meeting all specifications contained herein.
16. CONTRACTOR'S RESPONSIBILITY FOR DAMAGES: If CONTRACTOR damages any property belonging to the CITY or a third party, the CONTRACTOR will be required to make repairs immediately, at CONTRACTOR’s sole cost and expense, to the satisfaction of the CITY. In the event that CONTRACTOR fails to perform the necessary repairs, the CITY may either retain from the money due to CONTRACTOR an amount sufficient to repair the damage or perform the repairs and send an invoice to the CONTRACTOR for such costs, which shall be paid within thirty (30) days.
17. NOTICES:
Any notice, payment or instrument required or permitted by this AGREEMENT to be given or delivered to either party shall be deemed to have been received when personally delivered, or one calendar week following deposit of the same in any United States Post Office, registered or certified mail, postage prepaid, addressed as follows:
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11 CONTRACTOR: Municipal Maintenance Equipment (MME)
Tim Wheeler, Vice President
4634 Mayhew Road
Sacramento, CA 95827
CITY: City of Modesto
Purchasing Division
P.O. Box 642
Modesto, CA 95353
Each party may change its address for delivery of notice by delivering written notice of such change of address to the other party.
18. SIGNATORY(IES) FOR CONTRACTOR:
Each signatory for CONTRACTOR below warrants and represents that it is legally competent to, and have full authority to, execute the AGREEMENT.
19. QUANTITIES: No minimum or maximum is guaranteed or implied.
20. FUNDING: All annual extensions are based upon continuous funding for that purpose by the City Council. Failure to fund any annual extension shall result in an immediate termination of the AGREEMENT without redress.
21. OTHER GOVERNMENT/PUBLICLY FUNDED AGENCIES: If mutually agreeable to all parties, the issuance of any resultant contract/purchase order referencing these specifications and modified by mutual agreement between all parties may be extended to other government or publicly funded agencies. It shall be understood that all terms and conditions as specified herein shall apply.
22. NON-DISCRIMINATION:
a. During the performance of this AGREEMENT, CONTRACTOR and any allowed subcontractors shall not unlawfully discriminate against any employee or applicant for employment because of race, color, ancestry, religion, sex, national origin, marital status, age, medical condition (cancer related), physical handicap (including AIDS), sexual orientation, or any other basis prohibited by Federal or California law. Equal employment opportunity extends, but is not limited to recruitment, compensation, benefits, layoff, termination, #3..
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12 and all other conditions of employment. The CONTRACTOR and any allowed subcontractors shall ensure that the evaluation and treatment of their employees and applicants for employment are free of such discrimination.
The CONTRACTOR and any allowed subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12900 et seq.) and the applicable regulations promulgated thereunder (California Administrative Code, Title 2, and Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code, Section 12900, set forth in Chapter 5 of Division 4 of Title 2 of the California Administrative Code are incorporated into this contract by reference and made a part hereof as if set forth in full. b. The CONTRACTOR and any allowed subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement.
c. The CONTRACTOR shall include the nondiscrimination and compliance provisions of this clause in any allowed subcontracts to perform SERVICES. d. The Contractor shall permit access by representatives of the Department of Fair Employment and Housing and the CITY upon reasonable notice at any time during the normal business hours, but in no case less than 24 hours notice, to such of its books, records, accounts, other sources of information and its facilities as said Department or CITY shall require to ascertain compliance with this AGREEMENT. e. By executing this AGREEMENT, CONTRACTOR certifies that it shall follow and be in compliance with the Americans with Disabilities Act of 1990, the applicable administrative requirements promulgated in response thereto, and any other applicable Federal laws and regulations relating to handicap discrimination and participation, and will continue to do so for at least the duration of the AGREEMENT and any extensions thereof.
23. CONTRACTOR LICENSES & PERMITS: CONTRACTOR warrants and represents that it possesses and shall maintain all licenses, and shall secure and maintain all necessary permits, necessary to perform the SERVICES.
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13 24. RECORDS: All final versions of reports, data, maps, models, charts, studies, surveys, photographs, memoranda, plans, studies, specifications, records, files, or any other documents or materials, in electronic or any other form, that CONTRACTOR prepares or obtains pursuant to this Agreement and that relate to the matters covered hereunder shall be the property of the CITY. CONTRACTOR hereby agrees to deliver those documents to the CITY upon termination of the AGREEMENT, and the CITY may use, reuse or otherwise dispose of the documents without CONTRACTOR’s permission. It is understood and agreed that the documents and other materials, including but not limited to those described above, prepared pursuant to this AGREEMENT are prepared specifically for the City and are not necessarily suitable for any future or other use.
25. FACILITIES AND EQUIPMENT: Except as set forth herein, CONTRACTOR shall, at its sole cost and expense, provide all facilities and equipment that may be necessary to perform the services required by this AGREEMENT. CITY shall make available to CONTRACTOR only the facilities and equipment listed in EXHIBIT “B” and “C”, and only under the terms and conditions set forth herein.
26. INDEPENDENT CONTRACTOR; NOT AGENT: At all times during the term of this AGREEMENT, CONTRACTOR shall be an independent contractor and shall not be an employee of CITY. CITY shall have the right to control CONTRACTOR only insofar as the results of CONTRACTOR’s services rendered pursuant to this AGREEMENT. Except as City may specify in writing, CONTRACTOR shall have no authority, express or implied, to act on behalf of CITY in any capacity whatsoever as an agent. CONTRACTOR shall have no authority, express or implied, pursuant to this AGREEMENT to bind City to any obligation whatsoever.
27. DRUG FREE WORKPLACE: CONTRACTOR certifies that it is following and in compliance with Sections 8350 - 8355 of Chapter 5.5 of the Government Code, Drug Free Workplace Act whereby each person or organization awarded a contract/purchase order or grant for the procurement of any property or service from any state agency (city) shall certify to the contracting or granting agency that it will provide a drug free workplace.
28. ASSIGNMENT:
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14 Neither this AGREEMENT nor any SERVICES hereunder shall be subcontracted or assigned by CONTRACTOR without the prior written consent of the CITY in each and every instance.
29. WAIVER:
The waiver by any party to this AGREEMENT of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.
30. HEADINGS NOT CONTROLLING:
Headings used in the Agreement are for reference purposes only and shall not be considered in construing this AGREEMENT.
31. MISCELLANEOUS:
Time is of the essence in CONTRACTOR’s performance under each provision of this AGREEMENT.
32. ENTIRE AGREEMENT:
This Agreement and its exhibits contain the entire understanding between CONTRACTOR and CITY. Additional or new terms contained in this AGREEMENT which vary from CONTRACTOR’S bid are controlling and are deemed accepted by CONTRACTOR by performance of any SERVICES or other commencement of performance hereunder. The terms and conditions of the IFB, attached hereto as Exhibit C, are incorporated herein. In the event of a conflict between the IFB and this AGREEMENT, this AGREEMENT shall control. All previous bids, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this Agreement. No future waiver or exception to any of the terms, conditions, and provisions of this AGREEMENT shall be considered valid unless specifically agreed to in writing by the parties.
33. PARTIAL INVALIDITY:
If any provision in this AGREEMENT is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
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15 IN WITNESS WHEREOF, the CITY OF MODESTO, a municipal corporation, has authorized the execution of this Agreement by its City Manager and attested by its City Clerk under authority of Resolution No. 2025-_______, adopted by the Council of the City of Modesto on the _____________ day of _____________________, 2025 and Municipal Maintenance Equipment Inc. has caused this Agreement to be duly executed.
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Exhibit B
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Exhibit C
Price Schedule
Shop Labor $169/HR
Field Labor $179/HR
Travel $179/HR
Parts Markup NTE 35% over MME COST
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CITY OF MODESTO
COMMITTEE AGENDA REPORT
DATE OF MEETING:
January 27, 2025
Date: December 31, 2024
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice Chair
Nick Bavaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Scotty Douglass, Deputy City Manager
DeAnna Christensen, Director of Finance
SUBJECT: First Amendment for The Table Group Agreement
CONTACT: Dianne Love, Purchasing Manager, [email protected], 209-571-5164
DESCRIPTION:
Consider the First Amendment with Neil Sullivan LLC, Concord, California for Executive Team and Management Engagement Services increasing the Agreement amount to $200,000 and forwarding to Council for approval. (Funding Source: Various Funds) STRATEGIC PLAN ELEMENT:
This item supports the City of Modesto 2020-2025 Strategic Plan focus of Service Delivery and Strategies under Goal J:Build a High-Performance Organization.
BACKGROUND:
Table Group is a consultant firm that provides highly qualified and experienced professionals that use their material and consulting methods to deliver the Lencioni content focused on issues such as organizational effectiveness and teamwork and Neil Sullivan is the assigned consultant for these services. The Lencioni content consists of principles derived from the works of Patrick Lencioni focused on organization health, leadership, and teamwork.
Table Group creates content tailored to each organization that it works with to address the operational roots of politics and confusion in the context of real issues and behaviors and provides specific tools for making better, faster decisions and achieving greater buy-in around them.
Through the workshops provided by Table Group, consultants work with a leadership team to:
Gain a thorough understanding of the expectations and challenges in building and maintaining a cohesive team.
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Finance Committee, January 27, 2025
First Amendment for The Table Group Agreement
Address the effectiveness of the team’s meetings and their contributions to the overall success of the group.
Review and validate the organization’s direction and ensure alignment exists among the team by addressing the six critical questions required for organizational clarity. Discuss the critical importance of effective internal communications and identify any necessary changes to create alignment throughout the organization. Identify a roadmap for the team to ensure a successful transformation to a healthy organization.
Create a team playbook for leading the organization going forward.
The workshops designed by Table Group are intended to introduce and provide practical experience of the concepts and methodologies outlined above. The workshops are high energy, practical and created to drive team cohesion and organizational clarity.
On January 10, 2023, under Resolution 2023-10, Council approved an Agreement with Neil Sullivan LLC, Concord, California, for Executive Team and Management Engagement Services for a three-year period for an amount not to exceed $150,000 to continue with the organizational development at the executive levels for the entire organization.
DISCUSSION:
Over the last two years of this agreement, the Executive Leadership team members have gone through turnover in various positions. Utilizing the services of this consulting firm has brought value to ensure the City continues to develop a cohesive team and to continue to align the City’s objectives for the organization across all City departments. In addition, with the Human Resources expansion of the Organizational Development program through a wide range of emerging leader classes and leadership programs, it continues to improve the work culture and provide professional development for the City’s management employees.
Through this program, the City has conducted two all-hands management meetings and developed focus groups to expand on defining the meaning of public service and to build on providing excellent customer service for all customers served in the community. The next steps are to expand these workshop sessions to the management teams across all City departments to promote learning and to continue utilizing the concepts and organizational clarity across the City’s leadership team. Expanding these workshops to the entire management team will further develop the future leadership roadmap to align the organization to a cohesive team environment and to continue building a high-performance organization.
By increasing this agreement by $50,000, all City departments will be able to conduct these workshops within their respective management teams and will maximize structuring collaborative seminars across departments to learn the foundation of the key principles through the Table Group program.
Modesto Municipal Code Section 8-3.203 generally requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in his or her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope, in order to increase efficiency and avoid delays or disruptions to City projects or services.
This amendment is continuing with the existing services but expanding the workshops to the next #4..
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Finance Committee, January 27, 2025
First Amendment for The Table Group Agreement
level of management under the Executive Team to broaden the framework and tools through the Lencioni principles across the management level of the organization.
FISCAL IMPACT:
Sufficient funds are budgeted in Fiscal Year (FY) 2024-25 to cover the cost of these agreements and funding will be incorporated into the next budget cycle for FY 2025-26. The funding source for this First Amendment will be funded from the Various Funding sources that fund the Executive Level and Management positions that will be participating in these organizational development sessions.
Below is a summary of the costs associated with the last two years of the agreement:
Period Expended Amount
Year 1 $ 33,398
Year 2 $ 29,698
Total $ 63,096
RECOMMENDED COMMITTEE ACTION:
Staff Recommendations:
Motion recommending the First Amendment with Neil Sullivan LLC, Concord, California for Executive Team and Management Engagement Services increasing the Agreement amount by $50,000 to a new total amount of $200,000 through the term of the Agreement and forwarding to Council for approval.
Approved by:
Scotty Douglass, Deputy City Manager
DeAnna Christensen, Director of Finance
Joseph P. Lopez, City Manager
Attachments:
1. First Amendment
2. Revised Exhibit B
3. Original Agreement
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1 FIRST AMENDMENT TO STANDARD AGREEMENT
FOR CONSULTING SERVICES
This FIRST AMENDMENT to the AGREEMENT (the “First Amendment”), made and entered into in the City of Modesto, State of California, this _____ day of __________________, 2025, by and between the City of Modesto, a municipal corporation of the State of California, hereinafter called City, and Neil Sullivan LLC, Concord, California, a California corporation, hereinafter collectively referred to as Consultant.
This First Amendment is made with reference to the following recitals:
A. City and Consultant entered into that certain Standard Agreement for Consultant Services on the 10th day of January 2023 (the “Original Agreement”) for Executive Team and Management Engagement Services.
B. City and Consultant desire to amend Paragraph 1 of Section 3, “COMPENSATION”, of the Original Agreement to increase the amount of compensation by $50,000 to a new total sum not to exceed $200,000 over a three-year period.
C. City and Consultant desire to amend Exhibit B of the Original Agreement to revise the billed rates charged by Consultant.
D. All other provisions of the AGREEMENT shall remain in effect.
NOW, THEREFORE, in consideration of this First Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement and this First Amendment, the parties agree as follows:
1. Section 3 “COMPENSATION”, Paragraph 1 of the Original Agreement shall be deleted in its entirety and replaced with the following:
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2 remuneration for performing all services and furnishing all staffing and materials called for and defined in Exhibit "A" and for performance by Consultant of all of its duties and obligations under this Agreement.
2. Exhibit B of the Original Agreement shall be deleted in its entirety and replaced with the revised Exhibit B attached to this First Amendment and incorporated herein by reference.
3. Except as modified and amended by this First Amendment, all other provisions of the Original Agreement shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the CITY OF MODESTO, a Municipal Corporation, has authorized the execution of this FIRST AMENDMENT to the AGREEMENT by its City Manager and attested by its City Clerk under authority of Resolution No. ___________, adopted by the Council of the City of Modesto on the _____ day of __________________, 2025, and Neil Sullivan LLC. has caused this FIRST AMENDMENT to the AGREEMENT to be duly executed. #4..
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City of Modesto Schedule of Fees | Dates
City of Modesto Organizational Health Program
EST. DATES
2022-2025
Consulting Fees:
Table Group Standard 1-Day Session Engagement Fee
City of Modesto Discount (56%)
Revised City of Modesto 1-Day Session Engagement Fee:
Modesto TEAMinar Pricing:
Additional Team Fee added to 1-Day Engagement Fee
(TEAMinar Pricing = 1 Day Fee + Additional Team[s] Fee) $23,250.00
($10,250.00)
$13,000.00
$6,500/Team
Materials Fees
1. Participant Offsite Handout Binder
2. Team Assessments & Reports
a. Table Group Team Assessment
b. Myers Briggs Type Indicator or Similar Assessment
3. Tailored In-Depth Offsite Notes (Post-Session)
4. Tailored 2-page Playbook (Post Session)
Administrative Fee
Date Change Fee
$250.00
/Person
$500/Offsite
$5,000.00, if
incurred.
Contract Minimum | A minimum of ten (10) 1Day Sessions are required within the Contract to secure City of Modesto Discounted Pricing.
Expenses | Travel for Consultants is billed separately including: meals, ground transportation, hotel, airfare, etc. Expenses related to additional contractual requirements will be added to client cost and invoiced.
Billing | Balance of Engagement Fee and remaining expenses for Offsites will be invoiced as delivered unless otherwise specified. All rates quoted in $US.
Date Change Policy | Cancellation or date change for any reason within 45 calendar days scheduled Date will incur a $5,000.00 Date Change Fee, plus any incurred expenses associated with that session.
This cancellation policy represents the reasonable estimate of lost fees due to the client reserving a specific date(s).
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AGREEMENT TRANSMITTAL SHEET
Subject of Agreement:
Vendor Name: Division:
Contact Person: Extension:
Attorney Reviewer Name:
The attached agreement is the final agreement approved by Council on and pulled from Unity for routing via DocuSign.
The attached agreement is the final version approved through the under $50,000 Unity Workflow review and pulled from Unity for routing via DocuSign.
PINS Approval Business License
Council Agenda Report 700 Form (for Consultants)
Signed or Unsigned Resolution W-9
Council Meeting Minutes (Only if unsigned
Resolution is provided)
DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA Tablegroup Consultant Services
X
75369
X
1/10/2023
Admin
X
X
Alex Mog
Juana Lynch
Neil Sullivan LLC
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STANDARD AGREEMENT
FOR CONSULTANT SERVICES
THIS AGREEMENT, made and entered into in the City of Modesto, State of California, this day of , 2023 (“Effective Date”), by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "City", and Neil Sullivan LLC, Concord, California, a California corporation, hereinafter referred to as "Consultant."
This Agreement is made with regard to the following recitals:
A. The City has determined that executive team and management engagement services should be provided for the City to continue to develop a cohesive team and continue to align our objectives for the organization.
B. Consultant represents that it is qualified, willing and able to provide the services to prepare said document(s).
NOW, THEREFORE, in consideration of this agreement, and the mutual promises, covenants, and stipulations hereinafter contained, the parties agree as follows:
1. SCOPE OF SERVICES.
Consultant shall undertake and complete the preparation of the scope of work as set forth and described in the documents attached hereto and referred to as Exhibit "A". The Consultant shall perform the services as described in Exhibit "A" in a manner compatible with the standards of its profession, and shall produce a fully complete project that is acceptable to City.
2. TERM OF AGREEMENT.
DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA 10th January
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This Agreement is effective as of the date first written above and will continue in effect until City's acceptance of and payment for all services authorized by City and performed by Consultant, unless terminated earlier in accordance with the provisions of the termination clause in this Agreement.
City hereby gives Consultant notice to proceed with the preparation of the services in the manner described in Exhibit "A", as of the Effective Date of this agreement. Consultant shall diligently proceed with the preparation of the services 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 $150,000 over a three-year period as full remuneration for performing all services and furnishing all staffing and materials called for and defined 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:
All work to be performed under this Agreement shall be billed at the rates set forth in Exhibit “B” attached hereto, Consultant shall submit monthly invoices to City which include detailed tasks, and billable rates for all work completed, and detailed receipts for any out-of-pocket, reimbursable costs paid by Consultant in connection with work performed on this project. Only expenses listed in Exhibit B are recoverable. 4. OBLIGATIONS OF CONSULTANT.
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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 Neil Sullivan, Principal Consultant, 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 one-hundred percent (100%) 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, unless otherwise agreed upon by the City.
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 reproduction in any form of any copyrighted, confidential, or proprietary information provided by Consultant is permitted without prior written permission. No reports shall be DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #4..
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used by the Consultant for purposes other than this contract without the express prior written consent of City.
Title to Data
If, as a part of the agreement, Consultant is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this agreement will be delivered to City upon the completion or termination of services under the contract.
All materials, documents, data or information obtained from the City data files or any City medium furnished to Consultant in the performance of this Agreement will at all times remain the property of the City. Such data or information may not be used or copied for direct or indirect use by Consultant after termination of this Agreement without written consent of the City.
7. NEWS AND INFORMATION RELEASE.
Consultant agrees that it will not issue any news releases in connection with either the award of this Agreement, or any subsequent amendment of or efforts under this Agreement, without first obtaining review and approval of said news releases from City through the City Manager.
8. INTEREST OF CONTRACTOR.
Consultant warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of services required to be performed under this Agreement. Consultant warrants that, in performance of this Agreement, Consultant shall not employ any person DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #4..
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having any such interest. Consultant agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this contract if so required at the option of City.
9. AMENDMENTS.
Both parties to this Agreement understand that it may become desirable or necessary during the execution of this Agreement, for City or Consultant to modify the scope of services provided for under this Agreement. Any material extension or change in the scope of work shall be discussed with City and the change and cost shall be memorialized in a written amendment to the original contract prior to the performance of the additional work.
Until a change order is so executed, City will not be responsible to pay any charges Consultant may incur in performing such additional services, and Consultant shall not be required to perform any such additional services.
10. INDEPENDENT CONTRACTOR.
All acts of Consultant, its agents, officers, and employees and all others acting on behalf of Consultant relating to the performance of this Agreement, shall be performed as independent contractors and not as agents, officers, or employees of City. Consultant, by virtue of this Agreement, has no authority to bind or incur any obligation on behalf of City. Consultant has no authority or responsibility to exercise any rights or power vested in the City. No agent, officer, or employee of the City is to be considered an employee of Consultant. It is 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.
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Consultant, its agents, officers and employees are and, at all times during the terms of this Agreement, shall represent and conduct themselves as independent contractors and not as employees of City.
Consultant shall determine the method, details and means of performing the work and services to be provided by Consultant under this Agreement.
Consultant shall be responsible to City only for the requirements and results specified in this Agreement, and, except as expressly provided in this Agreement, shall not be subjected to City's control with respect to the physical action or activities of the Consultant in fulfillment of this Agreement. Consultant has control over the manner and means of performing the services under this Agreement. Consultant is permitted to provide services to others during the same period service is provided to City under this Agreement. If necessary, Consultant has the responsibility for employing other persons or firms to assist Consultant in fulfilling the terms and obligations under this Agreement.
If in the performance of this Agreement any third persons are employed by Consultant, such persons shall be entirely and exclusively under the direction, supervision, and 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.
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It is further understood and agreed that Consultant must issue W-2 forms or other forms as required by law for income and employment tax purposes for all of Consultant's personnel.
As an independent contractor, Consultant hereby indemnifies and holds City harmless from any and all claims that may be made against City based upon any contention by any third party that an employer-employee relationship exists by reason of this Agreement.
11. ASSIGNMENT.
Neither this Agreement nor any portion thereof shall be subcontracted or assigned without the express prior written consent of the City in each and every instance.
12. PATENT/COPYRIGHT MATERIALS.
Unless otherwise expressly provided in the contract, Consultant shall be solely responsible for obtaining the right to use any patented or copyrighted materials in the performance of this Agreement. Consultant shall furnish a warranty of such right to use to City at the request of City.
13. NOTICES.
Any and all notices permitted or required to be given hereunder shall be deemed duly given and effective (a) upon actual delivery, if delivery is by hand; or (b) five (5) days after delivery into the United States mail if delivery is by postage paid registered or certified (return receipt requested) mail. Each such notice shall be sent to the parties at the address respectively indicated below or to any other address as the respective parties may designate from time to time.
DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #4..
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FOR Consultant:
Name: Table Group
Address: 2125 Ygnacio Valley Road Suite 200,
Walnut Creek, CA 94598
Attention: Neil Sullivan
Phone: ( 925 ) 876-5856
FOR CITY:
Name: Joseph P. Lopez
Address: 1010 10th Street Place Suite 5200
Phone: (209 ) 577-5224
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.
(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 $1,000,000 for property DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #4..
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damage or $1,000,000 combined single limit. 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 per-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.
(c)Automobile Liability insurance with a minimum limit of liability per occurrence of $1,000,000 for bodily injury and $1,000,000 property damage or $1,000,000 combined single limit. This insurance shall cover any automobile for bodily injury and property damage.
(d) Professional Liability (Errors and Omissions) Insurance with limits not less than $2,000,000 per claim, $4,000,000 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 DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #4..
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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. 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. 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. In addition, CONSULTANT shall provide CITY with a Workers Compensation subrogation waiver by way of a separate endorsement. 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.
All endorsements referenced above must include the applicable policy number.
15. TERMINATION OF AGREEMENT.
Termination by City for Default of Consultant
Should Consultant default in the performance of this Agreement or materially breach any of its provisions, at its option, City may terminate this Agreement DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #4..
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by giving written notification to Consultant. The termination date shall be the effective date of the notice. For the purposes of this section, material breach of this Agreement shall include, but not be limited to, any of the following: failure to perform required services or duties, willful destruction of City's property by Consultant, dishonesty or theft.
Termination by City for Convenience
TheCitymay also terminate theConsultant's performance underthe Agreement, eitherin whole orin part, at its own discretion, or when conditions encountered duringtheWork make it impossible orimpracticable to proceed, or when theCityis prevented fromproceedingwith the Agreement by act of God, by law, or by official action of a public authority, or upon a determination by the City that such termination is in the best interest and convenience of the City, or whenever the City is prohibited from completing the Work for anyreason. TheCityshall provide no lessthan ten (10) calendar days written notice of its intent to terminate the Agreement for convenience, and shall endeavor to provide the Consultant with consultation with the City prior to termination. In the event that the City terminates this Agreement without cause and for any reason other than an Act of God, the City shall pay a termination fee to the Contractor equal to a specified percentage of: $130,000 minus the total compensation previously paid to Consultant under this Agreement. If termination occurs during the first year of this Agreement, the applicable percentage shall be 80%, if termination occurs during the second year of this Agreement, the applicable percentage shall be 50%, and if termination occurs during the third year of this Agreement, the applicable percentage shall be 20%.
DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #4..
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of 30,000 minus the
Termination by City for Change of Consultant's Tax Status If City determines that Consultant does not meet the requirements of federal and state tax laws for independent contractor status, City may terminate this Agreement by giving written notice to Consultant. The termination date shall be the effective date of the notice.
Post-Termination Procedures
If this Agreement is terminated pursuant to this Section, 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;
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d. Deliver or otherwise make available to the City all data, drawings, specifications, reports, estimates,summaries and such other information and material as mayhave been
accumulated by the Consultant in performing the Work
whether completed or in process;
e. Settle outstanding liabilities and claims, subject to the approval of City;
f. Complete performance of such part of the Work as has not been terminated;
g. Take such other actions as may be necessary, or as may be directed by the City for the protection and preservation of the Work and/or property related to the Work;
h. If City so requests, and at City's cost, Consultant shall provide sufficient oral or written status reports to make City reasonably aware of the status of Consultant's work on the project.
City will pay Consultant an amount based on the percentage of satisfactory work completed in accordance with the notice of termination (To be modified, based upon the Cancellation Option selected by the City) If the Agreement is terminated pursuant to the subparagraph entitled Termination by City for Default of Consultant, 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 DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #4..
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City as of the termination date. 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. CERTIFIED PAYROLL REQUIREMENT.
For consultants performing field work on public works contracts on which prevailing wages are required: The Consultant shall comply with the provisions of Section 1776 of the California Labor Code, regarding payroll records, and shall require its subconsultants and subcontractors to comply with that section as may be required by law.
17. INDEMNITY.
The Consultant shall hold the City, its agents, officers, employees, and volunteers, harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any act or omission of Consultant whether or not the act or omission arises from the sole negligence DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #4..
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or other liability of City, or its agents, officers, and employees or volunteers relating to or during the performance of its obligations under this agreement.
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. The total aggregate amount Consultant may be liable for under this Agreement shall not exceed $1,000,000.
18. DISPUTE RESOLUTION.
All claims, controversies, or disputes arising out of, or relating to the formation of this Agreement, or the breach, termination execution, enforcement, interpretation, or validity of this Agreement, including the determination of the scope or applicability of this contract provision shall be determined by binding arbitration in Modesto, California, by one arbitrator, except as otherwise specified in this Agreement.
The American Arbitration Association shall administer the arbitration under its Arbitration Rules then in effect, subject to the modifications of those rules contained in this paragraph. This agreement to arbitrate shall be specifically enforceable under the prevailing law of any court having jurisdiction, and the award rendered by the arbitrator may be entered in any court having jurisdiction. The appropriate venue for any arbitration or court proceeding relating to or arising out of this provision shall be in Stanislaus County, California.
This paragraph is not intended to and does not waive the claim filing requirements found in California Government Code section 900 et seq. In the event that a timely and legally sufficient, arbitrable claim is filed by Consultant with City, and DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #4..
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the claim is rejected in whole or in part by City, this paragraph shall result in the conclusive, final, and binding resolution of all the issues presented in the claim by Consultant so long as any issues presented by the claim are arbitrable. Claims rejected by City or by operation of law, shall be submitted by Consultant to arbitration pursuant to the Arbitration Rules of the American Arbitration Association within ninety (90) days after mailing of the written rejection by City to Consultant. Otherwise, the claim or claims shall be deemed waived in their entirety.
The “fast track’ rules of the American Arbitration Association shall apply to any claim or counterclaim less than ONE HUNDRED FIFTY THOUSAND AND 00/100 ($150,000.00) DOLLARS. In arbitration not proceeding under the “fast track” rules, the arbitrator shall have the power to order that depositions be taken and other discovery be made. Both City and Consultant shall have the right, upon written notice, to take no more than three (3) depositions of the other as a matter of right in an arbitration proceeding under the “fast track” rules.
Whether or not City and Consultant may be engaged in interstate commerce, any controversy or dispute mentioned above shall be determined by, and the parties shall be bound by, the substantive law of the State of California, and not the Federal Arbitration Act at 9 USC Section 1 et seq.
The arbitrator may grant any remedy or relief deemed by the arbitrator just and equitable under the circumstances, whether or not such relief could be awarded in a court of law. The arbitratorshall be empowered to award monetary sanctions against a party for failure of cooperation in the arbitration. The arbitrator shall, in written award, allocate all the costs of the arbitration, including the fees of the arbitrator and the DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #4..
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reasonable attorney fees of the prevailing party, against the party who did not prevail. The prevailing party shall be the party in whose favor the majority of the central issues in the case are resolved.
Notwithstanding anything in this provision to the contrary, the arbitrator shall have no power to award punitive damages or other damages not measured by the party’s actual damages (excluding litigation costs and fees) against any party.
This limitation of the arbitrator’s powers under this Agreement shall not operate as an exclusion of the issue of punitive damages from this Agreement to Arbitrate sufficient to vest jurisdiction in a court with respect to that issue.
Consultant shall include in all subcontracts a specification whereby the subcontractor consents to being joined in an arbitration between City and Consultant involving the work of the subcontractor to be joined. Consultant’s failure to do so shall be a breach of this Agreement.
The parties hereby waive any rights provided by Title 9.2 of the California Code of Civil Procedure, Section 1296. The arbitrator’s award shall be deemed final, conclusive and binding to the fullest extent allowed by California law.
19. ENTIRE AGREEMENT.
This Agreement and its exhibits contain the entire understanding between Consultant and City. Additional or new terms contained in this Agreement which vary from Consultant's proposal are controlling and are deemed accepted by Consultant by shipment of any article or other commencement of performance hereunder.
All previous proposals, offers and communications relative to this Agreement, whether oral or written, are hereby superseded except to the extent that they have been DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #4..
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-18-
incorporated into this Agreement. No future waiver of or exception to any of the terms, conditions, and provisions of this Agreement shall be considered valid unless specifically agreed to in writing by all the parties.
20. PARTIAL INVALIDITY.
If any provision in this Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
21. WAIVER.
The waiver by any party to this Agreement of a breach of any provision hereof shall be in writing and shall not operate or be construed as a waiver of any other or subsequent breach hereof unless specifically stated in writing.
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.
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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.
Consultant shall have a City of Modesto business license.
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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. 2023- ___, adopted by the Council of the City of Modesto on the day of , 2023, and CONSULTANT has caused this agreement to be duly executed in duplicate as of the Effective Date.
DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA 10th January
10 #4..
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CITY OF MODESTO,
a municipal corporation
BY: ____________________________
JOSEPH P. LOPEZ, City Manager
ATTEST:
(Seal)
BY: ____________________________
DIANE NAYARES-PEREZ, CMC,
City Clerk
________________________________
BY: ____________________________
By _____________________________
Name Title
BY: ____________________________
By _____________________________
Name Title
APPROVED AS TO FORM:
BY: ____________________________
JOSE M. SANCHEZ, City Attorney
APPROVED AS TO FORM:
BY: ____________________________
JOE F. RODRIGUEZ, Risk Manager
Federal ID # ___________
DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA Neil Sullivan LLC
CEO
82-2233433
Neil Sullivan
2/10/2023
#4..
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Neil Sullivan
Senior Principal Consultant
p 925.876.5856
e [email protected]
www.tablegroup.com
Proposal For
Consulting Services
FOR
CITY OF MODESTO
Organizational Health Program
Modesto CA
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Page | 2 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information Contents Page
Executive Summary
Engagement Implementation
Content Menu
Schedule of Fees | Offsite Dates
Signature Page
3 3
4 7
8 DocuSign Envelope ID: 843266A9-EEB6-4F33-8A9F-87FD3330B5AA #4..
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Page | 3 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information Executive Summary
Table Group’s concepts and methodologies will be used to help the City of Modesto’s City Management and Departmental Leadership Teams work more collaboratively and lead the City into its important future. The City of Modesto has certainly achieved significant milestones throughout its storied history, as well as overcoming numerous challenges during the past years due to the pandemic. Table Group works alongside the Leadership of significant entities, such as the City of Modesto, to help them become more effective, thus tremendously impacting their Regions. The City of Modesto is at an important moment in its history, and it is imperative that extreme clarity and excellent communication exist within the City Management Team, as well as with the Leadership Teams of all Departments for the City to achieve its goals and objectives.
The objectives for the City of Modesto Organizational Health Program include:
1. Introduce Table Group’s concepts and methodologies to various City of Modesto Directors and Department Leadership Teams.
2. Work with various Directors to select from Content Menu to build a specific Program for their Department Leadership Team.
3. Facilitate Table Group Sessions with various Department Leadership Teams to help increase their Cohesion and Clarity as a Team and Department.
4. Interact with various Directors to help them leverage Table Group’s concepts and methodologies within their Departments on a continual basis.
The ultimate objective of the program is for various City of Modesto Department Leadership Teams to operate even more cohesively and effectively in developing and driving their goals and objectives within their Departments. This work is conducted with both Directors individually, and the Department Leadership Team collectively, to help equip the Department in leveraging the asset of Organizational Health as a competitive advantage.
Engagement Implementation
Below is an expanded overview of the possible activities to be conducted as part of this Proposal with various City of Modesto Departments. Using methods and tools developed by The Table Group under the leadership of New York Times best-selling author Patrick Lencioni, we will be offering the following services:
1. City of Modesto Department Leadership Team Session – we will leverage our experience and expertise in working with 1000’s of Organizations to facilitate various City of Modesto Department Leadership Team Sessions. Actions may include:
a. Advance Preparation Meeting – conducting an Advance Preparation session with key leadership to identify the high-level objectives, schedule, components, and agenda for the Session.
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Page | 4 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information b. Session Materials Preparation – based upon the planned Agenda, Objectives, and Activities for the Session, we will prepare all required advance materials. c. Session Facilitation – conduct the City Department Session(s) during the course of the selected date(s). Assuring we are tracking to the Agenda and accomplishing the agreed to Objectives for the session. Incorporating both the Concepts of healthy, highperformance Leadership Teams and the Tools to drive Focus, Clarity, and Action as outcomes.
d. Session Deliverables – we will provide summary notes from the Session, including all Topics discussed, Concepts and Tools introduced, Decisions made, and Action Items.
Additionally, we will provide PDF pictures of any flipcharts utilized during the session.
City of Modesto | Content Menu
The following is a high-level overview of the topics, exercises, team assignments and outcomes that can be selected for the primary body-of-work during a City of Modesto Departmental Leadership Team Session. This is for informational purposes only and a subset of these topics will be selected by the Department Director the specific Agenda, based upon the Team’s requirements and available time.
Section Topics Outcomes
Introduction • Organizational Health Model
• Competitive Advantage of Teams
Outcomes
• Team Assessment Results & Discussion
Discipline 1
Build a Cohesive
Team
Five Behaviors
Of a Cohesive Team
Trust
• Role of the Leader
• Vulnerability Based Trust
• Fundamental Attribution Error
Outcomes
• Experience vulnerability-based (v. predictivebased) trust by revealing own/listening to other’s personalities and behavioural patterns.
• Team members begin establishing a foundation
for establishing/rebuilding trust on the team.
Conflict
• Role of the Leader
• Conflict Continuum
• Conflict Norms Discussion
Outcomes
• Team establishes their own conflict style
• Team agrees on conflict norms
Commitment
• Role of the Leader
• Commitment Norms Discussion
Outcomes
• Team agrees on commitment norms
• Team agrees on Thematic Goal
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Page | 5 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information Accountability
• Role of the Leader
• Peer-to-Peer Accountability
• Benchmarking Accountability
Results
• Team # 1 Discussion
Outcomes
• Members experience how to give/receive
behavioral-based business feedback
• Members publicly commit and affirm permission
on a specific behavioural-based area of
feedback.
Discipline 2
Create Clarity
Six Critical Questions Introduction*
1. Why do we exist?
2. How do we behave?
3. What do we do?
4. How will we succeed?
5. What is most important, right
now?
6. Who does what?
Outcomes
• Playbook containing agreed upon work
• Introduce Purpose
• Establishment of a Thematic Goal – the # 1
priority for the next 6 – 18 months.
• Explore upon desired behaviors (core values)
Agreement on roles to achieve the Thematic
Goal.
Discipline 3
Over-Communicate
Clarity
Cascading Messages
Outcomes
1. What did we discuss?
2. What did we decide?
3. What can’t we say (outside of the team)?
4. By when will we communicate?
Discipline 4
Reinforce Clarity
Meeting Structure
Outcomes
• The team will be introduced to a new meeting
structure. Better outcomes, increased closure,
clarity and attention to results.
Transition Model
Internal Processing
William Bridges Model
• Endings
• Neutral Zone
• New Beginnings
Outcomes
1. Purpose – “Why are we doing this?”
2. Picture – “What will it look like?”
3. Plan – “How will we get there?
4. Part – “What is my role?”
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Page | 6 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information Ideal Team Player
Selecting Team Players
• Humble
• Hungry
• Smart
Outcomes
• The understanding and application of Ideal Team
Player concepts and tools within the Executive
Team and Organization.
Three Signs of a
Miserable Job
Employee Engagement Equipping
1. Anonymity
2. Irrelevance
3. Immeasurement
Outcomes
• Leaders and Managers understand what their
employees require to be highly engaged in the
Company.
The Six Types of
Working Genius
Types of Geniuses
1. Wonder
2. Invention
3. Discernment
4. Galvanizing
5. Enablement
6. Tenacity
Outcomes
1. What Are My Two Working Geniuses?
2. What Are My Two Working Frustrations?
3. What Are My Two Working Competencies?
4. What Are Our Team’s Strengths /
Weaknesses?
5. How Do We Leverage / Mitigate Them?
Next Level
Leadership Teams
Preparing the Next Level
• Five Behaviors of a Cohesive
Team
• Leveraging Clarity Statements
• Leading Their Teams
Outcomes
• Discussing and preparing for introduction of
Table Group’s concepts and tools to Next Level
Leadership Teams.
Company Roll Out
Cascading Over-Communication
• The Cohesion Journey
• The Clarity Statements
• Organizational Application
Outcomes
• Executive Leadership has the opportunity to
introduce the Cohesion / Clarity journey via a
Company-wide Roll Out, augmented by Table
Group Consultants.
Executive Equipping
Transference
• The Motive
• Ongoing Executive Access
• Quarterly Team Check-Ins
Outcomes
• Equipping the Executive Leader to drive
Organizational Health throughout the entity and
remaining available to the Executive for any
desired assistance.
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Page | 7 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information City of Modesto Schedule of Fees | Dates
City of Modesto Organizational Health Program
EST. DATES
2022-2025
Consulting Fees:
Table Group Standard 1-Day Session Engagement Fee
City of Modesto Discount (56%)
Revised City of Modesto 1-Day Session Engagement Fee:
$23,250.00
($10,250.00)
$13,000.00
Materials Fees
1. Participant Offsite Handout Binder
2. Team Assessments & Reports
a. Table Group Team Assessment
b. Myers Briggs Type Indicator or Similar Assessement
3. Tailored In-Depth Offsite Notes (Post-Session)
4. Tailored 2-page Playbook (Post Session)
Administrative Fee
Date Change Fee
$200.00
/Person
$500/Offsite
$5,000.00, if
incurred.
Contract Minimum | A minimum of ten (10) 1Day Sessions are required within the Contract to secure City of Modesto Discounted Pricing.
Expenses | Travel for Consultants is billed separately including: meals, ground transportation, hotel, airfare, etc. Expenses related to additional contractual requirements will be added to client cost and invoiced.
Billing | Balance of Engagement Fee and remaining expenses for Offsites will be invoiced as delivered unless otherwise specified. . All rates quoted in $US.
Date Change Policy
Cancellation or date change for any reason within 45 calendar days scheduled Date will incur a $5,000.00 Date Change Fee, plus any incurred expenses associated with that session. This cancellation policy represents the reasonable estimate of lost fees due to the client reserving a specific date(s).
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Page | 8 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information Both parties below agree to the terms set forth above:
_______________________________________________________________________ City of Modesto Representative Date
_______________________________________________________________________ Neil Sullivan Date
Please Note:
Table Group engagements are contracted by independent, licensed Table Group Consultants under their individual corporate entities. This engagement will be contracted by:
Neil Sullivan, LLC
5075 St. Celestine Ct.
Concord, CA 94521
925-876-5856
EIN: 82-2233433
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Page | 7 The Source for Organizational Health The Table Group, Inc. Confidential and Proprietary Information City of Modesto Schedule of Fees | Dates
City of Modesto Organizational Health Program
EST. DATES
2022-2025
Consulting Fees:
Table Group Standard 1-Day Session Engagement Fee
City of Modesto Discount (56%)
Revised City of Modesto 1-Day Session Engagement Fee:
$23,250.00
($10,250.00)
$13,000.00
Materials Fees
1. Participant Offsite Handout Binder
2. Team Assessments & Reports
a. Table Group Team Assessment
b. Myers Briggs Type Indicator or Similar Assessement
3. Tailored In-Depth Offsite Notes (Post-Session)
4. Tailored 2-page Playbook (Post Session)
Administrative Fee
Date Change Fee
$200.00
/Person
$500/Offsite
$5,000.00, if
incurred.
Contract Minimum | A minimum of ten (10) 1Day Sessions are required within the Contract to secure City of Modesto Discounted Pricing.
Expenses | Travel for Consultants is billed separately including: meals, ground transportation, hotel, airfare, etc. Expenses related to additional contractual requirements will be added to client cost and invoiced.
Billing | Balance of Engagement Fee and remaining expenses for Offsites will be invoiced as delivered unless otherwise specified. . All rates quoted in $US.
Date Change Policy
Cancellation or date change for any reason within 45 calendar days scheduled Date will incur a $5,000.00 Date Change Fee, plus any incurred expenses associated with that session. This cancellation policy represents the reasonable estimate of lost fees due to the client reserving a specific date(s).
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CITY OF MODESTO
COUNCIL AGENDA REPORT
DATE OF MEETING:
January 10, 2023
Date: December 15, 2022
TO: Mayor and City Council
THROUGH: Joseph P. Lopez, City Manager
FROM: Allison Van Guilder, Deputy City Manager
DeAnna Christensen, Director of Finance
SUBJECT: The Table Group Agreement with Neil Sullivan LLC CONTACT: Cynthia Kline, Purchasing Manager, [email protected], 209-577-5412 DESCRIPTION:
Consider approving an Agreement with Neil Sullivan LLC, Concord, California, for Executive Team and Management Engagement Services for a three-year period for an amount not to exceed $150,000. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:
This item advances the City of Modesto 2020-2025 Strategic Plan Area: Governance and Service Delivery: “build community trust in City government through responsive, transparent and efficient service delivery”; Goal J: “build a high-performance organization”.
BACKGROUND:
Table Group is a consultant firm that provides highly qualified and experienced professionals to deliver the Lencioni organizational management content and methods. The Lencioni content consists of principles derived from the works of Patrick Lencioni focusing on overall organization health, communication, and leadership development.
Table Group creates tailored content for each organization it works with to address the specific operational roots of politics and confusion in the context of real issues and behaviors impacting the workgroup. It provides specialized tools for making better, faster decisions, while achieving greater buy-in from the entire team. Through the workshops provided by Table Group, consultants will work with a leadership team to:
Gain a thorough understanding of the expectations and challenges in building and maintaining a cohesive team.
Address the effectiveness of the team’s meetings and their contributions to the overall success of the group.
Review and validate the organization’s direction and ensure alignment exists among the team by addressing the six critical questions required for organizational clarity.
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City Council, January 10, 2023
The Table Group Agreement with Neil Sullivan LLC
Discuss the critical importance of effective internal communications and identify any necessary changes to create alignment throughout the organization. Identify a roadmap for the team to ensure a successful transformation to a healthy organization.
Create a team playbook for leading the organization going forward.
The workshops, that are designed by Table Group, are intended to introduce, and provide practical experience of the concepts and methodologies outlined above. The workshops are high energy, practical and created to drive team cohesion and organizational clarity.
In August 2018, the City retained the use of Table Group consultant services to engage in multiple organizational health and team effectiveness sessions for the City Executive Leadership team and the Modesto Police Department Command staff. The focus of these sessions for the Executive Team and Command staff was to ensure the Leadership Team operates more cohesively, integrates the new members of the Team, and creates the focus and alignment required for the Modesto City Executive Team and Command staff to achieve its targets and objectives for the organization.
DISCUSSION:
With new Executive Leadership team members over the couple of years, there is value to ensure we continue to engage in these consulting services to continue to develop a cohesive team and continue to align our objectives for the organization. Additionally, the goal is to expand these sessions to our management teams across all City departments.
This three-year agreement would provide multiple day engagements with both the executive and City department management teams to continue to develop a high-performance organization which focuses on aligned goals and objectives.
In accordance with Modesto Municipal Code Sec. 8-3.204(a), Exceptions to Formal Bidding Requirements, the agreement is for professional services and, therefore, exempt from the bidding requirement. The approval for the executive team and management engagement services to Neil Sullivan LLC conforms to Modesto Municipal Code 8-3.204, subsection (a) as they are providing professional services focused on specialized expertise on how to strengthen the leadership, teamwork, and organizational health for executive teams and all levels of management.
FISCAL IMPACT:
For the services already rendered over the last few years since 2018, the City has expended $49,852 from the General Fund. The overall funding for this new proposal executive team and management engagement services will be absorbed as part of their Fiscal Year 22-23 adopted budget. The cost will be allocated based on the departments who will be utilizing these services which range from the General Fund, Utility Funds, Surface Transportation Funds and Parks Funds. Each engagement will cost $13,000 which includes a 56% discount and various material fees and travel costs to facilitate this engagement.
COMMITTEE RECOMMENDATION:
This item was presented at the December 14, 2022 Finance Committee and approved to move forward to Council.
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City Council, January 10, 2023
The Table Group Agreement with Neil Sullivan LLC
RECOMMENDED COUNCIL ACTION:
Staff Recommendations:
Resolution approving an Agreement with Neil Sullivan LLC, Concord, California, for Executive Team and Management Engagement Services for a three-year period for an amount not to exceed $150,000; and authorizing the City Manager or his designee to execute the agreement.
Approved by: ______________________________
Allison Van Guilder, Deputy City Manager
_
DeAnna Christensen, Director of Finance
_
Joseph P. Lopez, City Manager
Attachments:
1. Resolution
2. Agreement
3. Exhibit A – City of Modesto Proposal
4. Exhibit B – Cost Proposal
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01/10/2023/Finance/CKline/Item 15 1 2023-10
MODESTO CITY COUNCIL
RESOLUTION NO. 2023-10
RESOLUTION APPROVING AN AGREEMENT WITH NEIL SULLIVAN LLC,
CONCORD, CALIFORNIA, FOR EXECUTIVE TEAM AND MANAGEMENT
ENGAGEMENT SERVICES FOR A THREE-YEAR PERIOD FOR AN AMOUNT NOT TO EXCEED $150,000; AND AUTHORIZING THE CITY MANAGER OR
HIS DESIGNEE TO EXECUTE THE AGREEMENT
WHEREAS, Table Group is a consultant firm that provides highly qualified and experienced professionals to deliver the Lencioni organizational management content and methods; and
WHEREAS, Lencioni content consists of principles derived from the works of Patrick Lencioni focusing on overall organization health, communication, and leadership development; and
WHEREAS, Table Group creates tailored content for each organization it works with to address the specific operational roots of politics and confusion in the context of real issues and behaviors impacting the workgroup; and
WHEREAS, the workshops, that are designed by Table Group, are intended to introduce, and provide practical experience of the concepts and methodologies outlined above; and
WHEREAS, with new Executive Leadership team members over the couple of years, there is value to ensure we continue to engage in these consulting services to continue to develop a cohesive team and continue to align our objectives for the organization; and
WHEREAS, the goal is to expand these sessions to our management teams across all City departments; and
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01/10/2023/Finance/CKline/Item 15 2 2023-10
WHEREAS, this three-year agreement would provide multiple day engagements with both the executive and City department management teams to continue to develop a high-performance organization which focuses on aligned goals and objectives; and WHEREAS, in accordance with Modesto Municipal Code Sec. 8-3.204(a), Exceptions to Formal Bidding Requirements, the agreement is for professional services and, therefore, exempt from the bidding requirement; and WHEREAS, the approval for the executive team and management engagement services to Neil Sullivan LLC conforms to Modesto Municipal Code 8-3.204, subsection (a) as they are providing professional services for over 25 years globally focused on specialized expertise on how to strengthen the leadership, teamwork, and organizational health for executive teams and all levels of management.
NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Modesto that it hereby approves an Agreement with Neil Sullivan LLC, Concord, California, for Executive Team and Management Engagement Services for a three-year period for an amount not to exceed $150,000.
BE IT FURTHER RESOLVED, that the City Manager, or his designee, is hereby authorized to execute the agreement, in a form approved by the City Attorney.
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CITY OF MODESTO
COMMITTEE AGENDA REPORT
DATE OF MEETING:
January 27, 2025
Date: January 8, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bavaro, Committee Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Christina Alger, Director of Human Resources
SUBJECT: Temporary Staffing Services
CONTACT: Dawn Kelley, Human Resources Manager
[email protected], 209-577-5490
DESCRIPTION:
Consider the Agreements with Bolt Staffing Service, Inc., Stockton, CA and Tryfacta, Inc., Stockton, CA for the furnishing of Temporary Staffing Services, for a total amount not to exceed $2,596,340 over five years and forwarding to Council for approval. (Funding Source: Various Funds)
STRATEGIC PLAN ELEMENT:
This item supports the 2020-2025 Strategic Plan’s focus of Governance and Service Delivery under Goal H: Achieve Financial Sustainability.
BACKGROUND:
The need for temporary staff varies throughout the City in terms of skill level and time frame.
Temporary employees are utilized to fill vacancies created through retirements, resignations, and terminations. Additionally, temporary employees are used on a seasonal basis during periods of high demand and to handle workload fluctuations. The City has maintained agreements with temporary staffing agencies to enable City departments to supplement staff for projects and work overflow. Each department initiates the hiring process separately by reaching out to one of the contracted providers. Department staff works directly with the temporary employment agency conducting employee interviews, choosing the candidate that meets their service level requirements. Each department tracks payment and monitors hours for their respective temporary staff.
On May 2016, solicitation 16111 Request for Proposal (RFP) for Staffing Services and Related Services and Solutions was advertised in several publications with Maricopa County, AZ as the lead agency through OMNIA Partners Public Sector cooperative purchasing organization (formerly known as US Communities and National IPA) under the Intergovernmental Cooperative #5..
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Finance Committee, January 27, 2025
Temporary Staffing Services
Purchasing Agreement (MICPA) and Maricopa County’s Master Agreement for the furnishing of Temporary personnel services. Proposals were due July 14, 2016. Thirty (30) proponents were notified with five (5) proposals received in response to this solicitation; one (1) of which deemed to be non-responsive. This multiple award master agreement was made to two (2) top candidates, ACRO Service Corporation with 92.4 final points and Knowledge Services with 89.8 final points with an initial term of three (3) years beginning January 1, 2017, and ending December 31, 2019, with the option to renew for up to six (6) additional one-year terms.
Council adopted Resolution No. 2019-544 approving the award to ACRO Service Corporation to furnish temporary personnel services for an initial term of two (2) years beginning January 1, 2020, with the option to renew for up to four (4) additional one-year terms for a total estimated cost of $3,172,000 over six years with an estimated annual amount of $490,000 for the initial contract year.
DISCUSSION:
On, January 25, 2024, the City Manager authorized the Human Resources Department to solicit bids for the furnishing of Temporary Staffing Services. On May 9, 2024, the Purchasing Division issued Request for Proposals RFP 2324-72 for the furnishing of Temporary Staffing Services on the City’s PlanetBids public bidding website under various commodity codes.1 Prospective bidders were notified online which included Twenty-eight (28) local vendors and via email of the bid opportunity. Fifty-two (52) companies downloaded the RFP document from PlanetBids.
On July 2, 2024, proposals were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Forty-five (45) chose to respond, there was two (2) local proposals received.
An evaluation committee comprised of three (3) City staff members, the Utilities Dispatch Supervisor, the Utilities Administrative Services Officer, and a Human Resources Technician evaluated the proposals based on Background, Sourcing and Filing process, Reporting Ability, Cost, and References. The scoring abstract is included with ranking results for each submitter.
The evaluation committee recommends the award for the furnishing of Temporary Staffing Services to Bolt Staffing Services, Inc., Stockton, CA and Tryfacta, Inc., Stockton CA based on their ranking of number one (1) and number (2), respectively, in total overall evaluation criteria.
The recommendation to award two is to ensure a wider pool of quality candidates is available.
Modesto Municipal Section 8-3.203 requires all purchases, which meet or exceed $100,000 for material, equipment or contractual services to be formally bid. Based on the responsive and responsible highest score proposer offering the furnishing of Temporary Staffing Services which conforms to the Modesto Municipal Code, 8-3.203 City staff recommends the award of proposal for furnishing of temporary staffing services to Bolt Staffing Services, Inc., Stockton, CA and Tryfacta, Inc., Stockton CA.
1 91865-Human Relations Consulting, 91885-Personnel/Employment Consulting (Human Resources), 95874-Personnel Management Services, 96130-Employment Agency and Search Firm Services (Including Background Investigations and Drug Testing for Employment, 96269-Personnel Services, Temporary.
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Finance Committee, January 27, 2025
Temporary Staffing Services
FISCAL IMPACT:
The total cost for this agreement will not exceed $2,596,341 for temporary staffing services during the term of the agreement. Funding for temporary services will be absorbed through vacancy savings from the given positions and current budgeted temporary staffing within the applicable departments’ existing budget. Funds affected will be determined by the recruitment needs over the term.
Below are the estimated expenditures for the next five years. Year One (1) and Year Two (2) are fixed, while an annual adjustment of 5.5% is applied for years Three (3), Four (4) and Five (5).
This adjustment is based on the average Consumer Price Index – West Region (CPI) for the most recent three-month period, which will account for possible price increases requested by the vendors.
Period Estimated Annual Amount
Year 1 $ 486,000
Year 2 $ 486,000
Year 3* $ 512,730
Year 4* $ 540,930
Year 5* $ 570,681
Total: $ 2,596,341
*applied 5.5% increase
Below is a summary of the last five-year spend for ACRO Services Corporation, our current provider of temporary staffing services.
Period Amount Released
Year 1 $ 365,458
Year 2 $ 527,492
Year 3 $ 474,790
Year 4 $ 618,084
Year 5 (thru 03/31/2025) $ 233,505
Total: $ 2,219,329
RECOMMENDED COMMITTEE ACTION:
Staff Recommendations:
Motion recommending the Agreements for the furnishing of Temporary Staffing Services with Bolt Staffing Service, Inc., Stockton, CA in the amount of $1,557,805 and Tryfacta, Inc., Stockton, CA in the amount of $1,038,535, for a two-year agreement with three one-year extension options, and a total combined amount not to exceed $2,596,341 over five years and forwarding to Council for approval.
Christina Alger, Director of Human Resources
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Finance Committee, January 27, 2025
Temporary Staffing Services
Joseph P. Lopez, City Manager
Attachments:
1. Draft Consultant Services Agreement – Bolt Staffing Service, Inc.
2. Draft Consultant Services Agreement – Tryfacta, Inc.
3. RFP Temporary Services Scoring Abstract
4. Exhibit A RFP Bolt Staffing Service, Inc.
5. Exhibit B Rate Sheet Bolt Staffing Service, Inc
6. Exhibit A RFP Tryfacta, Inc.
7. Exhibit B Rate Sheet Tryfacta, Inc.
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STANDARD AGREEMENT
FOR CONSULTANT SERVICES
THIS AGREEMENT for consultant services (the “Agreement”) made and entered into in the City of Modesto, State of California, this 25th day of February 2025, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "CITY", and Bolt Staffing Services, Inc., a California corporation, hereinafter referred to as "CONSULTANT".
This AGREEMENT is made with regard to the following recitals:
a. The CITY has determined that a Temporary Staffing Services Agreement should be prepared for the CITY to assist with recruiting and sourcing temporary staff. 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", incorporated herein by this reference.
2. TERM OF AGREEMENT.
The term of the AGREEMENT shall be for a period of two (2) years, with three (3) oneyear extension options at the sole discretion of CITY, for a total of up to five (5) years.
Year 1: April 1, 2025 through March 31, 2026
Year 2: April 1, 2026 through March 31, 2027
Year 3: April 1, 2027 through March 31, 2028
Year 4: April 1, 2028 through March 31, 2029
Year 5: April 1, 2029 through March 31, 2030
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Pricing as set forth in Exhibit “B”, incorporated herein, shall remain firm for the first two (2) years of the agreement.
Price increases for subsequent AGREEMENT years, three, four and, five shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONSULTANT in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.
3. COMPENSATION.
Consultant agrees to accept an estimated yearly amount of THREE HUNDRED ELEVEN THOUSAND, FIVE HUNDRED SIXTY-ONE DOLLARS ($311,561) 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 unless additional remuneration is otherwise approved by the City Manager or designee based on City needs so long as the total amount for Temporary Staffing Services does not exceed TWO MILLION, FIVE HUNDRED NINETY-SIX THOUSAND, THREE HUNDRED FORTY DOLLARS ($2,596,340) for the term of this Agreement. The Compensation shall be paid pursuant in the manner and at the times set forth below:
CITY shall pay CONSULTANT on a time and materials basis for CONSULTANT’s actual costs for all work called for in Exhibit “A” to this AGREEMENT. All work to be performed under this AGREEMENT shall be billed at the hourly rates set forth in Exhibit “B” attached hereto. CONSULTANT shall submit weekly invoices to CITY which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any reimbursable expenses paid by CONSULTANT and identified in Exhibit “B” or approved by the CITY in writing.
CITY shall pay CONSULTANT [ “Net 30 terms via CITY’s ePay Program”]
4. OBLIGATIONS OF CONSULTANT.
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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. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.
Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the CITY, and may be used by CITY as it may require without any additional cost to CITY. No reports shall be used by the CONSULTANT for purposes other than this contract without the express prior written consent of CITY.
Title to Data
If, as a part of the AGREEMENT, CONSULTANT is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this AGREEMENT will be delivered to CITY upon the completion or termination of services under the contract. 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 #5..
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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.
6. NEWS AND INFORMATION RELEASE.
CONSULTANT agrees that it will not issue any news releases in connection with either the award of this AGREEMENT, or any subsequent amendment of or efforts under this AGREEMENT, without first obtaining review and approval of said news releases from the CITY Manager.
7. CONFLICT OF INTEREST.
CONSULTANT warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the CONSULTANT in the performance of this AGREEMENT.
CONSULTANT warrants that, in performance of this AGREEMENT, CONSULTANT shall not employ any person having any such interest. CONSULTANT understands that, if this AGREEMENT is made in violation of Government Code § 1090 et seq., the entire AGREEMENT is void and CONSULTANT will not be entitled to any compensation for services performed. CONSULTANT agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this AGREEMENT if so, required at the option of CITY.
8. 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.
9. 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, #5..
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CONSULTANT has no authority to bind or incur any obligation on behalf of CITY. CONSULTANT has no authority or responsibility to exercise any rights or power vested in the CITY. It is understood by both CONSULTANT and CITY that this AGREEMENT shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. CONSULTANT, its agents, officers and employees are and, at all times during the terms of this AGREEMENT, shall represent and conduct themselves as independent contractors and not as employees of CITY.
CONSULTANT shall determine and control the method, details and means of performing the work and services to be provided by CONSULTANT under this AGREEMENT. CONSULTANT shall be responsible to CITY only for the requirements and results specified in this AGREEMENT, and, except as expressly provided in this AGREEMENT, shall not be subjected to CITY's control with respect to the physical action or activities of the CONSULTANT in fulfillment of this AGREEMENT. CONSULTANT is permitted to provide services to others during the same period service is provided to CITY under this AGREEMENT. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under this AGREEMENT.
If in the performance of this AGREEMENT any third persons are employed by CONSULTANT, such persons shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the CONSULTANT.
It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONSULTANT or CONSULTANT's assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of the CITY in any capacity whatsoever as an agent, or to bind the CITY to any obligation whatsoever. It is further understood and agreed that CONSULTANT must issue W-2 #5..
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forms or other forms as required by law for income and employment tax purposes for all of CONSULTANT's personnel.
10. ASSIGNMENT.
Neither this AGREEMENT nor any portion thereof shall be subcontracted or assigned, other than noted in Exhibit ‘A’, without the express prior written consent of the CITY in each and every instance.
11. 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.
12. NOTICES.
Notice required by this AGREEMENT shall be given in writing and shall be deemed given and effective upon delivery provided that such are delivered in accordance with the provisions of this Section.
Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains confirmation of delivery; or (c) certified mail, return receipt requested, if delivery is confirmed by a return receipt; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:
FOR CONSULTANT: Name: Calvin Sanders
Address: 955 Broadway, Sonoma CA 95476
Attention: Click or tap here to enter text.
Phone: 707-939-2800
Facsimile: 707-939-2981
CITY: Name: City of Modesto
Address: Purchasing Division
P.O. Box 642
Attention: Modesto, CA 95353
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Phone: (209) 577-5402
Facsimile: (209) 577-5402
13. INSURANCE REQUIREMENTS.
During the term of this AGREEMENT, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit “C” to this AGREEMENT, and incorporated herein, and shall otherwise comply with the other provisions of Exhibit “C” to this AGREEMENT. The city utilizes a software program “PINS Advantage” where vendors are responsible for uploading and maintaining updated insurance.
14. TERMINATION OF AGREEMENT.
Termination for Default
In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance.
Within ten (10) days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.
Termination by City for Convenience
CITY may cancel this AGREEMENT at any time, with or without cause, upon written notification to CONSULTANT.
Post-Termination Procedure
Upon receipt of a written notice of termination, the CONSULTANT shall:
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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; 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 #5..
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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:
j. The cost of settling and paying valid claims arising out of the termination of the work such as subconsultant AGREEMENTs or contracts for materials;
k. 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.
15. INDEMNITY.
If CONSULTANT is Design Professional, pursuant to the full language of California Civil Code §2782, CONSULTANT agrees to indemnify, including the cost to defend, CITY, its agents, officers, employees and volunteers, harmless from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT and its employees or agents in the performance of services under this Agreement, but this indemnity does not apply to liability for damages arising from the sole or active negligence, or willful acts of the CITY; and does not apply to any passive negligence of the CITY unless caused at least in part by the CONSULTANT. The CITY agrees that in no event shall the cost to defend charged to the CONSULTANT exceed that CONSULTANT’s proportionate percentage of fault. This duty to indemnify shall not be waived or modified by contractual AGREEMENT or acts of the parties. #5..
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If CONSULTANT is not a Design Professional, the CONSULTANT shall hold the CITY, its agents, officers, employees, and volunteers harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONSULTANT, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT, except for claims arising from the willful or active negligence of the CITY.
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.
16. 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.
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17. ATTORNEY’S 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.
18. ENTIRE AGREEMENT.
This AGREEMENT and its exhibits contain the entire understanding between CONSULTANT and CITY. All previous proposals, offers and communications related to this AGREEMENT, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this AGREEMENT.
19. 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.
20. 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.
21. 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.
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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.
22. GOVERNING LAW.
This AGREEMENT shall be governed according to the laws of the State of California.
23. 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.
CONSULTANT will have a City of Modesto business license.
IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this AGREEMENT by its City Manager and attestation by its City Clerk under authority of Resolution No. 2025-______, adopted by the Council of the City of Modesto on the ______ day of ________________, 2025, and Bolt Staffing Services, Inc has caused this AGREEMENT to be duly executed as of the Effective Date.
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Exhibit C:
Insurance Requirements for Professional Services
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification, it has no employees)
4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Modesto requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Modesto.
Umbrella or Excess Coverage
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.
This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.
The insurance policies are to contain, or be endorsed to contain, the following provisions:
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Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.
General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance with coverage equal to ISO form CG 2010. If Completed Operations endorsement is required, a separate endorsement equal to ISO form CG 2037 is required.
Primary Coverage
The Additional Insured coverage under the Contractor’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Modesto does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.
Waiver of Subrogation
Contractor hereby grants to City of Modesto a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Modesto by virtue of the payment of any loss under such insurance.
Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Modesto has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.
Claims Made Policies (applicable to Professional Liability only) If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
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2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
Verification of Coverage
Contractor shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences.
However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.
Subcontractors
Contractors shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract.
Special Risks or Circumstances
City of Modesto reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:
City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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STANDARD AGREEMENT
FOR CONSULTANT SERVICES
THIS AGREEMENT for consultant services (the “Agreement”) made and entered into in the City of Modesto, State of California, this ______ day of , 2025, (“Effective Date”) by and between the CITY OF MODESTO, a municipal corporation of the State of California, hereinafter referred to as "CITY", and Tryfacta, Inc., a California corporation, hereinafter referred to as "CONSULTANT".
This AGREEMENT is made with regard to the following recitals:
a. The CITY has determined that a Temporary Staffing Services Agreement should be prepared for the CITY to assist with recruiting and sourcing temporary staff. 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", incorporated herein by this reference.
2. TERM OF AGREEMENT.
The term of the AGREEMENT shall be for a period of two (2) years, with three (3) oneyear extension options at the sole discretion of CITY, for a total of up to five (5) years.
Year 1: April 1, 2025 through March 31, 2026
Year 2: April 1, 2026 through March 31, 2027
Year 3: April 1, 2027 through March 31, 2028
Year 4: April 1, 2028 through March 31, 2029
Year 5: April 1, 2029 through March 31, 2030
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Pricing as set forth in Exhibit “B”, incorporated herein, shall remain firm for the first two (2) years of the agreement.
Price increases for subsequent AGREEMENT years, three, four and, five shall not exceed the Consumer Price Index (CPI) for West Urban Area in any one AGREEMENT year and shall be negotiated through the Purchasing Division. Requests for price increases shall be submitted by CONSULTANT in writing, ninety (90) days prior to the annual anniversary date of the AGREEMENT to be effective for the subsequent year.
3. COMPENSATION.
Consultant agrees to accept an estimated yearly amount of TWO HUNDRED SEVEN THOUSAND, SEVEN HUNDRED SEVEN DOLLARS ($207,707) 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 unless additional remuneration is otherwise approved by the City Manager or designee based on City needs so long as the total amount for Temporary Staffing Services does not exceed TWO MILLION, FIVE HUNDRED NINETY-SIX THOUSAND, THREE HUNDERED FORTY DOLLARS ($2,596,340) for the term of this Agreement.
The Compensation shall be paid pursuant in the manner and at the times set forth below:
CITY shall pay CONSULTANT on a time and materials basis for CONSULTANT’s actual costs for all work called for in Exhibit “A” to this AGREEMENT. All work to be performed under this AGREEMENT shall be billed at the hourly rates set forth in Exhibit “B” attached hereto. CONSULTANT shall submit monthly invoices to CITY which include detailed tasks, hours worked, and billable rates for all work completed, and detailed receipts for any reimbursable expenses paid by CONSULTANT and identified in Exhibit “B” or approved by the CITY in writing.
CITY shall pay CONSULTANT [ “Net 30 terms via CITY’s ePay Program”]
4. OBLIGATIONS OF CONSULTANT.
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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. OWNERSHIP OF DOCUMENTS/TITLE TO DATA.
Ownership of Documents
All reports, drawings, designs, graphics, working papers and other incidental work or materials furnished hereunder shall become and remain the property of the CITY, and may be used by CITY as it may require without any additional cost to CITY. No reports shall be used by the CONSULTANT for purposes other than this contract without the express prior written consent of CITY.
Title to Data
If, as a part of the AGREEMENT, CONSULTANT is required to produce data such as, but not limited to, drawings, plans, specifications, calculations, models, flow diagrams, visual aids and other related materials, the originals of all such data generated under this AGREEMENT will be delivered to CITY upon the completion or termination of services under the contract. 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 #5..
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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.
6. NEWS AND INFORMATION RELEASE.
CONSULTANT agrees that it will not issue any news releases in connection with either the award of this AGREEMENT, or any subsequent amendment of or efforts under this AGREEMENT, without first obtaining review and approval of said news releases from the CITY Manager.
7. CONFLICT OF INTEREST.
CONSULTANT warrants that it presently has no interest and shall not acquire any interest, direct or indirect, which would create a “conflict of interest”, as that term is defined in the Political Reform Act (Gov. Code § 81000 et seq), for the CONSULTANT in the performance of this AGREEMENT.
CONSULTANT warrants that, in performance of this AGREEMENT, CONSULTANT shall not employ any person having any such interest. CONSULTANT understands that, if this AGREEMENT is made in violation of Government Code § 1090 et seq., the entire AGREEMENT is void and CONSULTANT will not be entitled to any compensation for services performed. CONSULTANT agrees to file a Statement of Economic Interests with the City Clerk at the start and end of this AGREEMENT if so, required at the option of CITY.
8. 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.
9. 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, #5..
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CONSULTANT has no authority to bind or incur any obligation on behalf of CITY. CONSULTANT has no authority or responsibility to exercise any rights or power vested in the CITY. It is understood by both CONSULTANT and CITY that this AGREEMENT shall not under any circumstances be construed or considered to create an employer-employee relationship or a joint venture. CONSULTANT, its agents, officers and employees are and, at all times during the terms of this AGREEMENT, shall represent and conduct themselves as independent contractors and not as employees of CITY.
CONSULTANT shall determine and control the method, details and means of performing the work and services to be provided by CONSULTANT under this AGREEMENT. CONSULTANT shall be responsible to CITY only for the requirements and results specified in this AGREEMENT, and, except as expressly provided in this AGREEMENT, shall not be subjected to CITY's control with respect to the physical action or activities of the CONSULTANT in fulfillment of this AGREEMENT. CONSULTANT is permitted to provide services to others during the same period service is provided to CITY under this AGREEMENT. If necessary, CONSULTANT has the responsibility for employing other persons or firms to assist CONSULTANT in fulfilling the terms and obligations under this AGREEMENT.
If in the performance of this AGREEMENT any third persons are employed by CONSULTANT, such persons shall be entirely and exclusively under the direction, supervision, and control of CONSULTANT. All terms of employment including hours, wages, working conditions, discipline, hiring, and discharging or any other term of employment or requirement of law shall be determined by the CONSULTANT.
It is understood and agreed that as an independent contractor and not an employee of CITY neither the CONSULTANT or CONSULTANT's assigned personnel shall have any entitlement as a CITY employee, right to act on behalf of the CITY in any capacity whatsoever as an agent, or to bind the CITY to any obligation whatsoever. It is further understood and agreed that CONSULTANT must issue W-2 #5..
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forms or other forms as required by law for income and employment tax purposes for all of CONSULTANT's personnel.
10. ASSIGNMENT.
Neither this AGREEMENT nor any portion thereof shall be subcontracted or assigned, other than noted in Exhibit ‘A’, without the express prior written consent of the CITY in each and every instance.
11. 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.
12. NOTICES.
Notice required by this AGREEMENT shall be given in writing and shall be deemed given and effective upon delivery provided that such are delivered in accordance with the provisions of this Section.
Notices shall be delivered either by: (a) personal delivery; (b) overnight courier service which obtains confirmation of delivery; or (c) certified mail, return receipt requested, if delivery is confirmed by a return receipt; or (d) by electronic transmission subject to reasonable proof that the notice was both transmitted and received. Each such notice shall be sent to the parties at the address respectively set forth below or to such other address as a party may designate by written notice given in accordance with the provisions of this Section:
FOR CONSULTANT: Name: Tryfacta, Inc.
Address: 4637 Chabot Drive, Suite 100
Pleasanton, CA 94588
Attention: Adesh Tyagi
Phone: 408-893-5500
Facsimile: 408-503-0934
CITY: Name: City of Modesto
Address: Purchasing Division
P.O. Box 642
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Attention: Modesto, CA 95353
Phone: (209) 577-5402
Facsimile: (209) 577-5402
13. INSURANCE REQUIREMENTS.
During the term of this AGREEMENT, Contractor shall maintain in full force and effect at its own cost and expense the insurance coverage as set forth in the attached Exhibit “C” to this AGREEMENT, and incorporated herein, and shall otherwise comply with the other provisions of Exhibit “C” to this AGREEMENT. The city utilizes a software program “PINS Advantage” where vendors are responsible for uploading and maintaining updated insurance.
14. TERMINATION OF AGREEMENT.
Termination for Default
In the event either party fails to perform under this AGREEMENT or breaches any condition contained herein, the other party shall notify in writing the breaching party of the non-performance.
Within ten (10) days after receipt of notification, the breaching party shall correct any non-performance to the reasonable satisfaction of the non-breaching party, or such other time as may be identified in the notice. Failure to correct any non-performance shall allow the non-breaching party to terminate this AGREEMENT for cause.
Termination by City for Convenience
CITY may cancel this AGREEMENT at any time, with or without cause, upon written notification to CONSULTANT.
Post-Termination Procedure
Upon receipt of a written notice of termination, the CONSULTANT shall:
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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; 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 #5..
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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:
j. The cost of settling and paying valid claims arising out of the termination of the work such as subconsultant AGREEMENTs or contracts for materials;
k. 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.
15. INDEMNITY.
If CONSULTANT is Design Professional, pursuant to the full language of California Civil Code §2782, CONSULTANT agrees to indemnify, including the cost to defend, CITY, its agents, officers, employees and volunteers, harmless from and against any and all claims, demands, costs, or liability that arise out of, or pertain to, or relate to the negligence, recklessness, or willful misconduct of CONSULTANT and its employees or agents in the performance of services under this Agreement, but this indemnity does not apply to liability for damages arising from the sole or active negligence, or willful acts of the CITY; and does not apply to any passive negligence of the CITY unless caused at least in part by the CONSULTANT. The CITY agrees that in no event shall the cost to defend charged to the CONSULTANT exceed that CONSULTANT’s proportionate percentage of fault. This duty to indemnify shall not be waived or modified by contractual AGREEMENT or acts of the parties. #5..
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If CONSULTANT is not a Design Professional, the CONSULTANT shall hold the CITY, its agents, officers, employees, and volunteers harmless from and save, defend and indemnify them against any and all claims, losses, liabilities, judgments or damages from every cause, including but not limited to injury to person or property or wrongful death, including reasonable costs and expenses of defense of any judicial or administrative action, arising directly or indirectly out of any negligent or intentional act or omission of CONSULTANT, or its agents, officers, employees, or volunteers relating to or during the performance of its obligations under this AGREEMENT, except for claims arising from the willful or active negligence of the CITY.
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.
16. 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.
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17. ATTORNEY’S 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.
18. ENTIRE AGREEMENT.
This AGREEMENT and its exhibits contain the entire understanding between CONSULTANT and CITY. All previous proposals, offers and communications related to this AGREEMENT, whether oral or written, are hereby superseded except to the extent that they have been incorporated into this AGREEMENT.
19. 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.
20. 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.
21. 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.
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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.
22. GOVERNING LAW.
This AGREEMENT shall be governed according to the laws of the State of California.
23. 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.
CONSULTANT will have a City of Modesto business license.
IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this AGREEMENT by its City Manager and attestation by its City Clerk under authority of Resolution No. 2025-______, adopted by the Council of the City of Modesto on the ______ day of ________________, 2025, and Tryfacta Staffing, Inc has caused this AGREEMENT to be duly executed as of the Effective Date.
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Exhibit C:
Insurance Requirements for Professional Services
Contractor shall procure and maintain for the duration of the contract insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor, his agents, representatives, employees or subcontractors.
MINIMUM SCOPE AND LIMIT OF INSURANCE
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: ISO Form Number CA 00 01 covering any auto (Code 1), or if Contractor has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease. (Not required if consultant provides written verification, it has no employees)
4. Professional Liability (Errors and Omissions) Insurance appropriates to the Consultant’s profession, with limit no less than $2,000,000 per occurrence or claim, $2,000,000 aggregate.
If the contractor maintains broader coverage and/or higher limits than the minimums shown above, the City of Modesto requires and shall be entitled to the broader coverage and/or the higher limits maintained by the contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Modesto.
Umbrella or Excess Coverage
The Contractor may use Umbrella or Excess Policies to provide the liability limits as required in this agreement.
This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and noncontributory, additional insured, Self-Insured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until the Contractor’s primary and excess liability policies are exhausted.
The insurance policies are to contain, or be endorsed to contain, the following provisions:
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Additional Insured Status
The City of Modesto, its officers, officials, employees, and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of the Contractor including materials, parts, or equipment furnished in connection with such work or operations.
General liability coverage can be provided in the form of an endorsement to the Contractor’s insurance with coverage equal to ISO form CG 2010. If Completed Operations endorsement is required, a separate endorsement equal to ISO form CG 2037 is required.
Primary Coverage
The Additional Insured coverage under the Contractor’s policy shall be “primary and non-contributory” and will not seek contribution from the City’s insurance or self-insurance and shall be at least as broad as CG 20 01 04 13. The City of Modesto does not accept endorsements limiting the Contractor’s insurance coverage to the sole negligence of the Named Insured.
Notice of Cancellation
Each insurance policy required above shall provide that coverage shall not be canceled, except with notice to the City of Modesto.
Waiver of Subrogation
Contractor hereby grants to City of Modesto a waiver of any right to subrogation which any insurer of said Contractor may acquire against the City of Modesto by virtue of the payment of any loss under such insurance.
Contractor agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Modesto has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
All Self-insured retentions must be disclosed to Risk Management for approval and shall not reduce the limits of liability. The City of Modesto may require the Contractor to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. Any and all deductibles and SIRs shall be the sole responsibility of Contractor or subcontractor who procured such insurance and shall not apply to the Indemnified Additional Insured Parties.
Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A:VII, unless otherwise acceptable to the City of Modesto.
Claims Made Policies (applicable to Professional Liability only) If any of the required policies provide claims-made coverage:
1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work.
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2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of the contract of work.
3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract effective date, the Contractor must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work.
Verification of Coverage
Contractor shall furnish the City of Modesto with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any Excess policies listing all policy endorsements. All certificates and endorsements are to be received and approved by the City of Modesto Risk Services before work commences.
However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor’s obligation to provide them. The City of Modesto reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. City reserves the right to obtain a full certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later.
Subcontractors
Contractors shall require and verify that all subcontractors, or other parties hired for this work, purchase and maintain coverage for indemnity and insurance requirements as least as broad as specified in this agreement to the extent they apply to the scope of the subcontractor’s work with the same certificate of insurance requirements and naming as additional insureds all parties to this contract.
Special Risks or Circumstances
City of Modesto reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage, or other special circumstances.
Certificate Holder Address
Proper address for mailing certificates, endorsements and notices shall be:
City of Modesto
Attn: Risk Management
1010 10th Street
Modesto, CA 95354
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RFP No. 2324-72 - Temporary Personnel Services Max
Score HB Staffing Health Advocates Network, Inc. Compunnel Software Group, Inc. Express Employment Professionals Diskriter, Inc. Del a Infotech, Inc. Bolt Staffing Services, Inc. Exact Staff, Inc. Cogent Infotech Corp. Clovity C S Global Tech Brightpath Associates ATHENA Consulting, L C. AppleOne Employment Services Beatty's Services Employment BayInfoTech, LLC. AtWork Person el Astrix, Inc. 22nd Century Technologies, Inc. Tryfacta Requirements - Primary Selection Criteria - 100 total points possible Criteria 1 - Background 25 25 23 24 13 14 17 25 10 23 23 19 15 23 24 21 21 14 16 21 21 Criteria 2- Sourcing and filling req. process 25 15 22 22 0 13 12 23 0 8 13 11 8 16 10 23 19 4 21 10 23 Criteria 3- Reporting Ability 20 6 17 17 0 2 2 20 0 5 10 4 1 18 3 9 2 2 13 2 20 Criteria 4- Cost 20 15 14 11 15 13 16 13 18 14 14 15 10 17 15 11 14 14 10 16 15 Criteria 5- References 10 6 2 1 4 3 0 10 8 2 2 7 3 7 2 0 6 8 0 6 10 Total Score 100 67 78 75 32 45 47 91 36 52 62 56 37 81 54 64 62 42 60 55 89 Ranking 12 7 10 44 37 36 1 43 29 16 24 42 4 27 14 16 40 20 25 2 Vish Consulting Services, Inc. Amerit Consulting, Inc Vezita Consulting, Inc. VanderHouwen TPS Group, Inc. SoftSages Technology
Talmo & Associates, Inc. Robert Half, Inc. Net2Source, Inc. The Plus Group Recruiting Source International Talantage, Inc. Star Staffing Manpower Group Omega Solutions, Inc. One Source Staffing Solutions, Inc. HighCloud Solutions RadGOV No r Staffing Group LLC LH Recruitment Solutions
Info
Way Solutions, LLC.
Infojini LanceSoft, Inc.
Infostride
Requirements - Primary Selection Criteria - 100 total points possible Criteria 1 - Background 25 22 21 18 20 18 20 14 23 22 23 21 23 25 22 19 22 16 12 12 21 20 19 23 22 Criteria 2- Sourcing and filling req. process 25 21 22 17 21 8 14 6 10 23 15 8 8 23 18 11 16 10 12 19 5 22 15 23 20 Criteria 3- Reporting Ability 20 4 14 2 17 2 13 0 2 18 0 0 0 17 0 2 12 0 0 13 0 3 2 13 10 Criteria 4- Cost 20 13 14 15 15 13 12 15 10 13 15 12 13 14 13 20 14 14 16 16 11 14 15 13 18 Criteria 5- References 10 2 8 1 6 8 2 3 4 2 2 8 8 7 4 0 3 8 4 4 6 0 8 5 2 Total Score 100 62 79 53 79 49 61 38 49 78 55 49 52 86 57 52 67 48 44 64 43 59 59 77 72 Ranking 16 5 28 5 32 19 41 32 7 25 32 29 3 23 29 12 35 38 14 39 21 21 9 11 #5..
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REQUEST FOR PROPOSALS# 2324�72
Temporary Stnfling Se:nrices
PROPOSAL FOR.VI C • PRJCING SCHEDULE
All lnbot, maieriais, equip:min\l, tools, fuel, licor,$es, bonds,, insutiil!Ce, ,.rid other ,exp,em,es nece,--s�ry for Pro1
)o&er to perform the required 1vcrviees shall be included in Pl'oposa! ·prici11g, Proposal mus, be submiued on the below P1:ici11g Schedule provided. No al1eratio1�� Ehould be nmdc to the pricing sd1edc1k. Any ,:.x,ceptio11,s, ameiidme,n.t, or adjustments s!muld be 11otc:d on Pr,)pos;,J form D ·~ Exceptions, Clatificatkms, Amcmlments.
SAMPLE TABLE
lt,,n No. i Description A
!
l
I
Al I Ac<:mmt Clorlk
!
I
A2 I Ao:lministnnive Ofllce Assisr.ant II
I
A:l, I Admi11istr,;tivc Office A.ssis1.a111, III
i
'
A4 I E<n.1ipme111 Operntm·
A.S Gara.Ile A ttemlant
A6 ; HR Empkivee Relations Cootdinaior
I
A7 I 1r System Teclnlciem I
i
A& I IT Sv,tem Technician ll
.
A9 Laborntorv Aimlvst ll
AIO Mainte11ru1cc Worke1· I
All Ma1otenancc Wo:rket I {Graffiti Cle,ui!lP)
l
Al2 i Mai11termnce II
cP�v I YES I
Total s 415.14 to 642.05 ffou1I
Items:
Bolt Staffinn SAr11it"A
l Price Per Service
i
i
is .� 28.70 to 39.72
'
'
s 28.21 to 48.02
'
' '\; 43.61 to 53 I <· .
'
i
::;; 39.99 to 48.61
i
is 27.90 to 32.94
i$ 32.56 to 39,58
1$ 39,68 to 48.22
'$ 43.79 to 53,23
'
:s; 41.89 to 50.90
!
:s 30,00 to 42.95
I$ 30.00 to 42.9 5
1$ 33.00 to 47,41
.
I
! $-f 1%
fS,ei:vicc
/Service
/Service
/Se1·vice
/Sei'vice
/Service
/Scrvi;;e
/Service
/Service
/8crvice
/S,cr'Vice
/S,ervice
)
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REQUEST FOR PROPOSALS# 2324�72
Temporary Stnfling Se:nrices
PROPOSAL FOR.VI C • PRJCING SCHEDULE
All lnbot, maieriais, equip:min\l, tools, fuel, licor,$es, bonds,, insutiil!Ce, ,.rid other ,exp,em,es nece,--s�ry for Pro1
)o&er to perform the required 1vcrviees shall be included in Pl'oposa! ·prici11g, Proposal mus, be submiued on the below P1:ici11g Schedule provided. No al1eratio1�� Ehould be nmdc to the pricing sd1edc1k. Any ,:.x,ceptio11,s, ameiidme,n.t, or adjustments s!muld be 11otc:d on Pr,)pos;,J form D ·~ Exceptions, Clatificatkms, Amcmlments.
SAMPLE TABLE
lt,,n No. i Description A
!
l
I
Al I Ac<:mmt Clorlk
!
I
A2 I Ao:lministnnive Ofllce Assisr.ant II
I
A:l, I Admi11istr,;tivc Office A.ssis1.a111, III
i
'
A4 I E<n.1ipme111 Operntm·
A.S Gara.Ile A ttemlant
A6 ; HR Empkivee Relations Cootdinaior
I
A7 I 1r System Teclnlciem I
i
A& I IT Sv,tem Technician ll
.
A9 Laborntorv Aimlvst ll
AIO Mainte11ru1cc Worke1· I
All Ma1otenancc Wo:rket I {Graffiti Cle,ui!lP)
l
Al2 i Mai11termnce II
cP�v I YES I
Total s 415.14 to 642.05 ffou1I
Items:
Bolt Staffinn SAr11it"A
l Price Per Service
i
i
is .� 28.70 to 39.72
'
'
s 28.21 to 48.02
'
' '\; 43.61 to 53 I <· .
'
i
::;; 39.99 to 48.61
i
is 27.90 to 32.94
i$ 32.56 to 39,58
1$ 39,68 to 48.22
'$ 43.79 to 53,23
'
:s; 41.89 to 50.90
!
:s 30,00 to 42.95
I$ 30.00 to 42.9 5
1$ 33.00 to 47,41
.
I
! $-f 1%
fS,ei:vicc
/Service
/Service
/Se1·vice
/Sei'vice
/Service
/Scrvi;;e
/Service
/Service
/8crvice
/S,cr'Vice
/S,ervice
)
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CITY OF MODESTO
COMMITTEE AGENDA REPORT
DATE OF MEETING:
January 27, 2025
Date: January 7, 2025
TO: Finance Committee
Rosa Escutia-Braaton, Chair
David Wright, Vice-Chair
Nick Bravaro, Member
THROUGH: Joseph P. Lopez, City Manager
FROM: Bill Sandhu, Director of Public Works
SUBJECT: First Amendment to Building Intrusion Alarm Services Agreement CONTACT: Gabe DaSilva, Facility Manager, Public Works [email protected], 209- 342-2281
DESCRIPTION:
Consider the First Amendment with Audeamus DBA Sebastian, Fresno, CA, for the Building Intrusion Alarm Services, increasing the Agreement for a total amount not to exceed $206,694 over five years and forwarding to Council for approval. (Funding Source: Building Maintenance Fund)
STRATEGIC PLAN ELEMENT:
This action supports the 2020-2025 City of Modesto Strategic Plan Area of Focus: Governance and Service Delivery; “build community trust in City government through responsive, transparent and efficient service delivery”; Goal H: “achieve long-term financial sustainability.” BACKGROUND:
The City of Modesto, Public Works Department, Building Services Division is responsible for maintaining facilities within the City of Modesto. There has not been a city-wide agreement for building intrusion alarms systems which includes monitoring, testing and maintenance or repair of alarm systems.
Through the issuance of an Invitation for Bid (IFB), the Facilities Division will be able to better manage the building intrusion alarm Services within the City of Modesto under a consolidated agreement rather than several different vendors handling different buildings. There will be the additional value of reduced costs through having a city-wide agreement.
On September 26, 2023, by Resolution 2023-434, Council approved the agreement with Audeamus DBA Sebastian for two-years with three one-year extension options for an estimated #6..
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Finance Committee, January 27, 2025
First Amendment to Building Intrusion Alarm Services Agreement
annual amount for the first year of $33,149 and a total amount not to exceed $83,998 over five years.
DISCUSSION:
On March 28, 2023, bids were formally opened in the City Clerk’s office and broadcast via Microsoft Teams Livestream. Two vendors chose to respond, there were no local bids received.
One vendor was deemed non-responsive. Based on providing the lowest responsive and responsible bid, City staff recommended awarding the Building Intrusion Alarm Service to Audeamus DBA Sebastian, Fresno, CA for a two-year Agreement with three one-year extension options for an estimated annual amount for the first year of $33,149 and a total amount not to exceed $83,998 over five years.
With the success of Sebastian Intrusion Alarm capabilities, cost savings and the easy application for the end user and their outstanding customer service at our original six City properties, which included Maddux Youth Center, Mary Grogan Soccer Complex, McHenry Mansion, McHenry Museum, Senior Citizens Center and the Airport Terminal location, eight additional properties have requested to be added to the existing agreement. Properties include multiple locations at Modesto Police Department, Corporation Yard Building 5, King-Kennedy Memorial Center, Neighborhood Center at Marshall Park, Laural Building and 9th Street Parking Garage.
Modesto Municipal Code Section 8-3.203 requires all purchases, which meet or exceed $100,000 for material, equipment, or contractual services to be formally bid. However, exceptions to the formal bidding process are granted in MMC 8-3.204(f) “Where the Purchasing Manager, in her discretion, determines that it is appropriate to amend the services or goods provided under an existing agreement to include additional similar goods or services, of limited quantity or scope to increase efficiency and avoid delays or disruptions to City projects or services. City staff recommends the amendment of Building Intrusion Alarm Services with Audeamus DBA Sebastian, Fresno, CA to include eight additional city sites and additional funding to cover the additional sites.
FISCAL IMPACT:
Below is a breakdown of the eight additional City properties. The requested amendment amount includes site locations and inventories for remainder of the agreement in the amount of $83,998.
An additional $5,000 per year is being added to years two through five for both the contingency funds and the allowance for any maintenance and repairs for a total of $10,000 each year under each category. An estimated 5.5% Consumer Price Index (CPI) increase has been added for years three, four, and five which are included in the Contracted Services pricing. Funds are budgeted in the Building Maintenance Fund, Account: 5800-52120-53300 with funding for contingency services being allocated at the time of approval. #6..
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Finance Committee, January 27, 2025
First Amendment to Building Intrusion Alarm Services Agreement
RECOMMENDED COMMITTEE ACTION:
Staff Recommendations:
Motion recommending the First Amendment with Audeamus DBA Sebastian, for the Building Intrusion Alarm Services, increasing the Agreement amount by $122,696 for a new total amount not to exceed $206,694 and forwarding to Council for approval.
Approved by:
Bill Sandhu, Director of Public Works
Joseph P. Lopez, City Manager
Attachments:
1. First Amendment
2. Attachment A – Price Schedule for Additional Locations
3. Original Agreement and All Exhibits
Description Year 2 Year 3 Year 4 Year 5 Total
Contracted Services $ 3,355 $3,540 $ 3,735 $ 3,940 $ 14,570 Site Location & Inventory $68,126 $0.00 $0.00 $0.00 $68,126 Contingency Funds $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 20,000 Maintenance and Repair $ 5,000 $ 5,000 $ 5,000 $ 5,000 $ 20,000 Total $ 81,481 $ 13,540 $ 13,735 $ 13,940 $ 122,696
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FIRST AMENDMENT TO AGREEMENT
WITH AUDEAMUS DBA SEBASTIAN FOR BUILDING INTRUSION ALARM
SERVICES
This First Amendment to the Agreement for Building Intrusion Alarm Services (“Amendment”) is entered into between the CITY OF MODESTO, a municipal corporation of the State of California (hereinafter the “CITY”) and AUDEAMUS DBA SEBASTIAN, a California Corporation (hereinafter “CONTRACTOR”) as of ______ day of _______________, 2025.
RECITALS
This First Amendment to Agreement for Building Intrusion Alarm Servicesis made with regard to the following recitals:
WHEREAS, CITY and CONTRACTOR previously entered into an Agreement for Building Intrusion Alarm Services on the 26th day of September 2023 (the “Original Agreement”); and
WHEREAS, CITY and CONTRACTOR desire to increase the total amount not to exceed to $206,694 and
WHEREAS, CITY and CONTRACTOR desire to amend the Original Agreement to add services at additional locations.
NOW, THEREFORE, in consideration of this Amendment, and the mutual promises, covenants, and stipulations contained in the Original Agreement and this Amendment, the parties agree as follows:
1. Section 1 “THE WORK”, Subsection e, paragraph 1, of the Original Agreement shall be replaced in its entirety with the following:
CONTRACTOR shall furnish said services at the following AGREEMENT rates for a total amount paid by CITY to CONTRACTOR over the full term of the AGREEMENT shall #6..
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not exceed $206,694. Unless the services provided are for a lump sum or flat fee, fees for work performed by CONTRACTOR on an hourly basis shall not exceed the amounts shown on bid attached hereto as Exhibit B and Attachment A.
2. Section 1 “THE WORK”, Subsection e, “Agreement Pricing”, of the Original Agreement shall be amended to include Attachment A.
3. Except as modified and amended by this Amendment, all other provisions of the Original Agreement, shall remain unchanged and in full force and effect.
IN WITNESS WHEREOF, the City of Modesto, a municipal corporation, has authorized the execution of this Amendment to Agreement for Building Intrusion Alarm Services by its City Manager and attestation by its City Clerk under the authority of Resolution No. 2025- _____ on the ________ day of ___________, 2025, and Audeamus DBA Sebastain has caused this Agreement to be duly executed as of the Effective Date. #6..
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PRICING SCHEDULE FOR ADDITIONAL LOCATIONS
All pricing includes labor, materials, equipment, tools, fuel, licenses, bonds, insurance, and other expenses necessary to perform the required services.
QUARTERLY MONITORING
Site Quarterly Monitoring
9th Street Parking Garage
1 9th Street Garage#1
1165 9th St $ $104.85 total
Neighborhood Center at Marshall Park
2 NCAMP#1
420 Chicago Ave, Bldg A $ $104.85 total
King-Kennedy Memorial Center
3 KKMC#1
601 Martin Luther King Dr $ $104.85 total
Jefferson Corp Yard Bldg 5 Fleet
4 Fleet#1
501 North Jefferson St, Bldg 5 $ $104.85 total
Laural Building
5 Laural#1
128 Laurel St $ $104.85 total
6 Police Department Evidence
MPD Evidence#1
1124 F St $ $104.85 total
Police Department Gallo Lot & Bldg
7 MPD Gallo Lot#1
401A 11th St $ $104.85 total
8 Police Department Annex 1
MPD Annex#1
621 11th St
Police Department Annex 2
MPD Annex#2
625 11th St
Police Department Annex 3
MPD Annex#3
1024 G St
Police Department Annex 4
MPD Annex#4
1020 G St $ $104.85 total
Attachment A
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ADDITIONAL SITE LOCATION AND INVENTORY
SITE SITE
NAME COST PER SITE
1 9th Street Parking Garage
1165 9th St
9th Street
Garage#1 1 2 0 0 0 1 0 $ 3,406.17
2 Neighborhood Center at
Marshall Park
420 Chicago Ave, Bldg A
NCAMP#1
8 8 0 0 0 3 0 $ 6,400.91
3 King-Kennedy Memorial
Center
601 Martin Luther King Dr
KKMC#1
5 11 0 0 0 3 0 $ 7,203.29
4 Jefferson Corp Yard
Bldg 5 Fleet
501 North Jefferson St,
Bldg 5
Fleet#1
9 1 0 0 0 3 0 $ 6,875.15
5 Laural Building
128 Laurel St Laurel#1 2 2 0 0 2 2 0 $5,494.60
6 Police Department
Evidence
1124 F St
MPD
Evidence#1 4 4 0 0 1 2 4
$7,088.91
7 Police Department Gallo
Lot & Bldg
401A 11th St
MPD Gallo
Lot#1 4 2 0 10 2 2 0
$16,174.10
8 Police Department Annex 1
621 11th St
Police Department Annex 2
625 11th St
Police Department Annex 3
1024 G St
Police Department Annex 4
1020 G St
4 Zones
Annex#1
Annex#2
Annex#3
Annex#4
0 0 0 0 0 7 0
$15,482.47
TOTAL (rows 1-8):
$ 68,125.60
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*THE PAYMENT OF PREVAILING WAGE IS REQUIRED FOR ALL MAINTENANCE SERVICE Notes:
1. All lines must be priced or clearly show "No Charge" or "Included" not left blank or zero.
2. Do not include sales tax.
3. Only prices or rates that appear on Pricing Schedule will be considered. No other pages with prices, not attached price lists (except those requested) and no catalogue prices will be considered.
4. Prices or rates shall remain fixed for the first initial term of the contract.
Bidder Company Name:
Name of Bidder Signatory:
Signature of Bidder Representative:
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